ASHLAND INC. INCENTIVE PLAN
(November 4, 1999)
SECTION 1. PURPOSE
The purpose of the Ashland Inc. Incentive Plan is to promote the
interests of Ashland Inc. and its shareholders by providing incentives to
its directors, officers and employees. Accordingly, the Company may grant
to selected officers and employees Restricted Stock, Incentive Awards,
Performance Unit Awards and Merit Awards in an effort to attract and retain
in its employ qualified individuals and to provide such individuals with
incentives to continue service with the Company, devote their best efforts
to the Company and improve the Company's economic performance, thus
enhancing the value of the Company for the benefit of shareholders. The
Plan also provides an incentive for qualified persons, who are not officers
or employees of the Company, to serve on the Board of Directors of the
Company and to continue to work for the best interests of the Company by
rewarding such persons with an automatic grant of Restricted Stock of the
Company.
SECTION 2. DEFINITIONS
(A) "Agreement" shall mean a written agreement setting forth the terms
of an Award, to be entered into at the Company's discretion.
(B) "Award" shall mean an Incentive Award, a Performance Unit Award, a
Restricted Stock Award or a Merit Award, in each case granted under this
Plan.
(C) "Beneficiary" shall mean the person, persons, trust or trusts
designated by a Participant or Outside Director or if no designation has
been made, the person, persons, trust, or trusts entitled by will or the
laws of descent and distribution to receive the benefits specified under
this Plan in the event of a Participant's or Outside Director's death.
(D) "Board" shall mean the Board of Directors of the Company or its
designee.
(E) "Change in Control" shall be deemed to occur (1) upon approval of
the shareholders of the Company (or if such approval is not required, upon
the approval of the Board) of (A) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation
or pursuant to which shares of Common Stock would be converted into cash,
securities or other property other than a merger in which the holders of
Common Stock immediately prior to the merger will have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger, (B) any sale, lease, exchange, or other
transfer (in one transaction or a series of related transactions) of all or
substantially all the assets of the Company, or (C) adoption of any plan or
proposal for the liquidation or dissolution of the Company, (2) when any
person (as defined in Section 3(a)(9) or 13(d) of the Exchange Act), other
than the Company or any Subsidiary or employee benefit plan or trust
maintained by the Company, shall become the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of more than
15% of the Company's Common Stock outstanding at the time, without the
approval of the Board, or (3) at any time during a period of two
consecutive years, individuals who at the beginning of such period
constituted the Board shall cease for any reason to constitute at least a
majority thereof, unless the election or the nomination for election by the
Company's shareholders of each new director during such two-year period was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such two-year period.
(F) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(G) "Committee" shall mean the Personnel and Compensation Committee of
the Board, as from time to time constituted, or any successor committee of
the Board with similar functions, which shall consist of three or more
members, each of whom shall be a Non-Employee Director and an outside
director as defined in the regulations issued under Section 162(m) of the
Code, or its designee.
(H) "Common Stock" shall mean the Common Stock of the Company ($1.00
par value), subject to adjustment pursuant to Section 13.
(I) "Company" shall mean, collectively, Ashland Inc. and its
Subsidiaries.
(J) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(K) "Fair Market Value" shall mean the price of the Common Stock as
reported on the Composite Tape of the New York Stock Exchange on the date
and at the time selected by the Company or as otherwise provided in the
Plan.
(L) "Incentive Award" shall mean an award made pursuant to Section 7,
the payment of which is contingent upon the achievement of the Performance
Goals for the particular Performance Period.
(M) "Merit Award" shall mean an award of Common Stock issued pursuant
to Section 9 of the Plan.
(N) "Non-Employee Director" shall mean a non-employee director within
the meaning of applicable regulatory requirements, including those
promulgated under Section 16 of the Exchange Act.
(O) "Outside Director" shall mean a director of the Company who is not
also an employee of the Company.
(P) "Participant" shall mean a regular, full-time or part-time
employee of the Company as selected by the Committee to receive an Award
under the Plan.
(Q) "Performance Goals" shall mean performance goals as may be
established in writing by the Committee which may be based on earnings,
stock price, return on equity, return on investment, total return to
shareholders, economic profit, debt rating or achievement of business,
financial or operational goals. Such goals may be absolute in their terms
or measured against or in relation to other companies comparably or
otherwise situated. Such performance goals may be particular to a
Participant or the division or other unit in which the Participant works
and/or may be based on the performance of the Company generally.
(R) "Performance Period" shall mean the period designated by the
Committee during which the performance objectives shall be measured.
(S) "Performance Unit Award" shall mean an award made pursuant to
Section 8, the payment of which is contingent upon the achievement of the
Performance Goals for the particular Performance Period.
(T) "Personal Representative" shall mean the person or persons who,
upon the disability or incompetence of a Participant or Outside Director,
shall have acquired on behalf of the Participant or Outside Director by
legal proceeding or otherwise the right to receive the benefits specified
in this Plan.
(U) "Plan" shall mean this Ashland Inc. Incentive Plan.
(V) "Restricted Period" shall mean the period designated by the
Committee during which Restricted Stock may not be sold, assigned,
transferred, pledged, or otherwise encumbered, which period in the case of
Participants shall not be less than one year from the date of grant (unless
otherwise directed by the Committee), and in the case of Outside Directors
is the period set forth in subsection (B) of Section 6.
(W) "Restricted Stock" shall mean those shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to the restrictions,
terms, and conditions set forth in the related Agreement, if any.
(X) "Restricted Stock Award" shall mean an Award of Restricted Stock
pursuant to Section 6 of the Plan.
(Y) "Retained Distributions" shall mean any securities or other
property (other than regular cash dividends) distributed by the Company in
respect of Restricted Stock during any Restricted Period.
(Z) "Retirement" shall mean retirement of a Participant from the
employ of the Company at any time as described in the Ashland Inc. and
Affiliates Pension Plan or in any successor pension plan, as from time to
time in effect.
(AA) "Subsidiary" shall mean any present or future subsidiary
corporations, as defined in Section 424 of the Code, of the Company.
(BB) "Tax Date" shall mean the date the withholding tax obligation
arises with respect to an Award.
SECTION 3. STOCK SUBJECT TO THE PLAN
There will be reserved for issuance under the Plan an aggregate of
2,000,000 shares of Ashland Common Stock, par value $1.00 per share;
provided, however, that of such shares only 500,000 shares in the aggregate
shall be available for Restricted Stock and Merit Awards. Such shares shall
be authorized but unissued shares of Common Stock. If any Award under the
Plan shall expire or terminate for any reason without having been earned or
vested in full, or if any Award shall be forfeited or deferred, the shares
subject to the unearned, forfeited or deferred portion of such Award shall
again be available for the purposes of the Plan.
SECTION 4. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
have no authority regarding the granting of Restricted Stock to Outside
Directors, as such grants are fixed pursuant to subsection (B) of Section 6
of the Plan.
In addition to any implied powers and duties that may be needed to
carry out the provisions of the Plan, the Committee shall have all the
powers vested in it by the terms of the Plan, including exclusive authority
(except as to Restricted Stock Awards granted to Outside Directors) to
select the employees to be granted Awards under the Plan, to determine the
type, size and terms of the Awards to be made to each Participant selected,
to determine the time when Awards will be granted, and to prescribe the
form of the Agreements embodying Awards made under the Plan. Subject to the
provisions of the Plan specifically governing Restricted Stock Awards
granted or to be granted to Outside Directors pursuant to Subsection (B) of
Section 6 herein, the Committee shall be authorized to interpret the Plan
and the Awards granted under the Plan, to establish, amend and rescind any
rules and regulations relating to the Plan, to make any other
determinations which it believes necessary or advisable for the
administration of the Plan, and to correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent the Committee deems desirable to carry it into
effect. Any decision of the Committee in the administration of the Plan, as
described herein, shall be final and conclusive.
SECTION 5. ELIGIBILITY
Awards may only be granted (i) to regular full-time or part-time
employees of the Company, or (ii) as expressly provided in subsection (B)
of Section 6 of the Plan, to individuals who are duly elected Outside
Directors of the Company.
SECTION 6. RESTRICTED STOCK AWARDS
A. Awards to Employees
The Committee may make a Restricted Stock Award to selected
Participants, which Restricted Stock Awards may, at the Company's
discretion and as directed by the Committee, be evidenced by an Agreement
which shall contain such terms and conditions as the Committee, in its sole
discretion, may determine. The amount of each Restricted Stock Award and
the respective terms and conditions of such Award (which terms and
conditions need not be the same in each case) shall be determined by the
Committee in its sole discretion. As a condition to any Restricted Stock
Award hereunder, the Committee may require a Participant to pay to the
Company a non-refundable amount equal to, or in excess of, the par value of
the shares of the Restricted Stock Award. Subject to the terms and
conditions of each Restricted Stock Award, the Participant, as the owner of
the Common Stock issued as Restricted Stock, shall have all rights of a
shareholder including, but not limited to, voting rights as to such Common
Stock and the right to receive dividends thereon when, as and if paid.
Unless otherwise determined and directed by the Committee, in the
event that a Restricted Stock Award has been made to a Participant whose
employment or service is subsequently terminated for any reason prior to
the lapse of all restrictions thereon, such Restricted Stock will be
forfeited in its entirety by such Participant.
B. Awards to Outside Directors
During the term of the Plan, each person who is hereafter duly
appointed or elected as an Outside Director and who does not receive an
award under the Ashland Inc. 1997 Stock Incentive Plan shall be granted,
effective on the date of his or her appointment or election to the Board, a
Restricted Stock Award of 1,000 shares. All Awards under this subsection
(B) are subject to the limitation on the number of shares of Common Stock
available pursuant to Section 3 and to the terms and conditions set forth
in this subsection (B) and subsection (C) below.
As a condition to any Restricted Stock Award hereunder, the Outside
Director may be required to pay to the Company a non-refundable amount
equal to the par value of the shares of the Restricted Stock Award. Upon
the granting of the Restricted Stock Award, such Outside Director shall be
entitled to all rights incident to ownership of Common Stock of the Company
with respect to his or her Restricted Stock, including, but not limited to,
the right to vote such shares of Restricted Stock and to receive dividends
thereon when, as and if paid; provided, however, that subject to subsection
(C) hereof, in no case may any shares of Restricted Stock granted to an
Outside Director be sold, assigned, transferred, pledged, or otherwise
encumbered during the Restricted Period which shall not lapse until the
earlier to occur of the following: (i) retirement from the Board at age 70,
(ii) the death or disability of such Outside Director, (iii) a 50% change
in the beneficial ownership of the Company as defined in Rule 13d-3 under
the Exchange Act, or (iv) voluntary early retirement to take a position in
governmental service. Unless otherwise determined and directed by the
Committee on Directors, in the case of voluntary resignation or other
termination of service of an Outside Director prior to the occurrence of
any of the events described in the preceding sentence, any Restricted Stock
Award made pursuant to this subsection (B) will be forfeited by such
Outside Director. As used herein, a director shall be deemed disabled when
he or she is unable to attend to his or her duties and responsibilities as
a member of the Board because of incapacity due to physical or mental
illness.
C. Transferability
Subject to subsection (B) of Section 15 hereof, Restricted Stock may
not be sold, assigned, transferred, pledged, or otherwise encumbered during
a Restricted Period, which, in the case of Participants, shall be
determined by the Committee and, unless otherwise determined by the
Committee, shall not be less than one year from the date of the Restricted
Stock Award, and, in the case of Outside Directors, shall be determined in
accordance with subsection (B) of this Section 6. The Committee may, at any
time, reduce the Restricted Period with respect to any outstanding shares
of a Restricted Stock Award, but, unless otherwise determined by the
Committee, such Restricted Period shall not be less than one year.
During the Restricted Period, certificates representing the Restricted
Stock and any Retained Distributions shall be registered in the recipient's
name and bear a restrictive legend to the effect that ownership of such
Restricted Stock (and any such Retained Distributions), and the enjoyment
of all rights appurtenant thereto are subject to the restrictions, terms,
and conditions provided in the Plan and the applicable Agreement, if any.
Such certificates shall be deposited by the recipient with the Company,
together with stock powers or other instruments of assignment, each
endorsed in blank, which will permit transfer to the Company of all or any
portion of the Restricted Stock and any securities constituting Retained
Distributions which shall be forfeited in accordance with the Plan and the
applicable Agreement, if any. Restricted Stock shall constitute issued and
outstanding shares of Common Stock for all corporate purposes, with the
exception that (i) the recipient will not be entitled to delivery of the
stock certificates representing such Restricted Stock until the
restrictions applicable thereto shall have expired; (ii) the Company will
retain custody of all Retained Distributions made or declared with respect
to the Restricted Stock (and such Retained Distributions will be subject to
the same restrictions, terms and conditions as are applicable to the
Restricted Stock) until such time, if ever, as the Restricted Stock with
respect to which such Retained Distributions shall have been made, paid, or
declared shall have become vested, and such Retained Distributions shall
not bear interest or be segregated in separate accounts; (iii) subject to
subsection (B) of Section 15 hereof, the recipient may not sell, assign,
transfer, pledge, exchange, encumber, or dispose of the Restricted Stock or
any Retained Distributions during the Restricted Period; and (iv) unless
otherwise determined and directed by the Committee, a breach of any
restrictions, terms, or conditions provided in the Plan or established by
the Committee with respect to any Restricted Stock or Retained
Distributions will cause a forfeiture of such Restricted Stock and any
Retained Distributions with respect thereto.
SECTION 7. INCENTIVE AWARDS
(A) Any Participant may receive one or more Incentive Awards as the
Committee shall from time to time determine.
(B) No later than 120 days (90 days for those Participants subject to
the limitations of Code Section 162(m)) after the commencement of each
Performance Period, the Committee shall establish in writing one or more
Performance Goals that must be reached by a Participant in order to receive
an Incentive Award for such Performance Period. Except with respect to
Participants subject to the limitations of Code Section 162(m), the
Committee shall have the discretion to later revise the Performance Goals
and the amount to be paid out upon the attainment of these goals for any
reason including the reflection of promotions, transfers or other changes
in a Participant's employment so long as such changes are consistent with
the Performance Goals established for other Participants in the same or
similar positions. Performance Goals established for Participants subject
to Code Section 162(m) may only be adjusted to reduce or eliminate the
amount of compensation otherwise payable upon attainment of the Performance
Goals.
(C) The target Incentive Award is a fixed percentage of the
Participant's Base Salary paid during the year. The maximum Incentive Award
is 200% of the target Incentive Award. No Incentive Award shall exceed
three million dollars ($3,000,000).
(D) Payment of Incentive Awards shall be made on a date or dates fixed
by the Committee. Payment may be made in one or more installments and may
be made wholly in cash, wholly in shares of Common Stock or a combination
thereof as determined by the Committee.
If payment of an Incentive Award shall be made all or partially in
shares of Common Stock, the number of shares of Common Stock to be
delivered to a Participant on any payment date shall be determined by
dividing (x) the original dollar amount to be paid on the payment date (or
the part thereof determined by the Committee to be delivered in shares of
such Incentive Award) by (y) the Fair Market Value on the date the Board
approves the Committee's decision to pay an Incentive Award or such other
date as the Board shall determine.
(E) Unless otherwise determined and directed by the Committee, an
Incentive Award shall terminate if the Participant does not remain
continuously employed and in good standing with the Company until the date
of payment of such Award. Unless otherwise determined and directed by the
Committee, in the event a Participant's employment is terminated because of
death, disability or retirement, the Participant (or his or her
beneficiaries or estate) shall receive the prorated portion of the payment
of an Incentive Award for which the Participant would have otherwise been
eligible based upon the portion of the Performance Period during which he
or she was so employed so long as the Performance Goals are subsequently
achieved.
SECTION 8. PERFORMANCE UNIT AWARDS
(A) Any Participant may receive one or more Performance Unit Awards as
the Committee shall from time to time determine.
(B) The Performance Goals and Performance Period applicable to a
Performance Unit Award shall be set forth in writing by the Committee no
later than 120 days (90 days for those Participants subject to the
limitations imposed by Code Section 162(m)) after the commencement of the
Performance Period. Except with respect to Participants subject to the
limitations of Code Section 162(m), the Committee shall have the discretion
to later revise the Performance Goals and the amount to be paid out upon
the attainment of these goals for any reason including the reflection of
promotions, transfers or other changes in a Participant's employment so
long as such changes are consistent with the Performance Goals established
for other Participants in the same or similar positions. Goals established
for Participants subject to Code Section 162(m) may only be adjusted to
reduce or eliminate the amount of compensation otherwise payable upon
attainment of the Performance Goals.
(C) Each Performance Unit Award shall be established in dollars or
shares of Common Stock, or a combination of both, as determined by the
Committee. The original amount of any Performance Unit Award shall not
exceed 400% of the Participant's then annual base salary and the original
amount of any Performance Unit Award shall not exceed five million dollars
($5,000,000). In determining the amount of any Performance Unit Award made,
in whole or in part, in shares of Common Stock, the value thereof shall be
based on the Fair Market Value on the first day of the Performance Period
or on such other date as the Board shall determine.
(D) Unless otherwise determined and directed by the Committee, a
Performance Unit Award shall terminate for all purposes if the Participant
does not remain continuously employed and in good standing with the Company
until payment of such Performance Unit Award. Unless otherwise determined
and directed by the Committee, a Participant (or his or her beneficiaries
or estate) whose employment was terminated because of death, disability or
retirement will receive a prorated portion of the payment of his or her
award based upon the portion of the Performance Period during which he or
she was so employed so long as the Performance Goals are subsequently
achieved.
(E) Payment with respect to Performance Unit Awards will be made to
Participants on a date or dates fixed by the Committee. The amount of such
payment shall be determined by the Committee and shall be based on the
original amount of such Performance Unit Award adjusted to reflect the
attainment of the Performance Goals during the Performance Period. Payment
may be made in one or more installments and may be made wholly in cash,
wholly in shares of Common Stock or a combination thereof as determined by
the Committee.
If payment of a Performance Unit Award established in dollars is to be
made in shares of Common Stock or partly in such shares, the number of
shares of Common Stock to be delivered to a Participant on any payment date
shall be determined by dividing (x) the amount payable by (y) the Fair
Market Value on the date the Board approves the Committee's decision to pay
the Performance Unit Award or on such other date as the Board shall
determine.
If payment of a Performance Unit Award established in shares of Common
Stock is to be made in cash or partly in cash, the amount of cash to be
paid to a Participant on any payment date shall be determined by
multiplying (x) the number of shares of Common Stock to be paid in cash on
such payment date with respect to such Performance Unit Award, by (y) the
Fair Market Value on the date the Board approves the Committee's decision
to pay the Performance Unit Award or on such other date as the Board shall
determine. Any payment may be subject to such restrictions and conditions
as the Committee may determine.
SECTION 9. MERIT AWARDS
Any Participant may receive a Merit Award of Common Stock under the
Plan for such reasons and in such amounts as the Committee may from time to
time determine. As a condition to any such Merit Award, the Committee may
require a Participant to pay to the Company a non-refundable amount equal
to, or in excess of, the par value of the shares of Common Stock awarded to
him or her.
SECTION 10. CONTINUED EMPLOYMENT
Nothing in the Plan, or in any Award granted pursuant to the Plan,
shall confer on any individual any right to continue in the employment of,
or service to, the Company or interfere in any way with the right of the
Company to terminate the Participant's employment at any time.
SECTION 11. CHANGE IN CONTROL
(A) Any Restricted Stock Award shall become fully vested from and
after the date of a Change in Control for the full number of awarded shares
less such number as may have been theretofore acquired under the Award.
(B) Upon a Change in Control, there shall be an acceleration of any
Performance Period relating to any Incentive Award, and payment of any
Incentive Award shall be made in cash as soon as practicable after such
Change in Control based upon achievement of the Performance Goals
applicable to such Award up to the date of the Change in Control. Further,
the Company's obligation with respect to such Incentive Award shall be
assumed, or new obligations substituted therefor, by the acquiring or
surviving corporation after such Change in Control. In addition, prior to
the date of such Change in Control, the Committee, in its sole judgment,
may make adjustments to any Incentive Award as may be appropriate to
reflect such Change in Control.
(C) Upon a Change in Control, there shall be an acceleration of any
Performance Period relating to any Performance Unit Award, and payment of
any Performance Unit Award shall be made in cash as soon as practicable
after such Change in Control based upon achievement of the Performance
Goals applicable to such Performance Unit Award up to the date of the
Change in Control. If such Performance Unit Award was established in shares
of Common Stock, the amount of cash to be paid to a Participant with
respect to the Performance Unit Award shall be determined by multiplying
(x) the number of shares of Common Stock relating to such Performance Unit
Award, by (y) the Fair Market Value on the date of the Change in Control.
Further, the Company's obligation with respect to such Performance Unit
Award shall be assumed, or new obligations substituted therefor, by the
acquiring or surviving corporation after such Change in Control. In
addition, prior to the date of such Change in Control, the Committee, in
its sole judgment, may make adjustments to any Performance Unit Award as
may be appropriate to reflect such Change in Control.
SECTION 12. WITHHOLDING TAXES
Federal, state or local law may require the withholding of taxes
applicable to gains resulting from the payment or vesting of an Award.
Unless otherwise prohibited by the Committee, each Participant may satisfy
any such tax withholding obligation by any of the following means, or by a
combination of such means: (i) a cash payment, (ii) authorizing the Company
to withhold from the shares of Common Stock otherwise issuable to the
Participant pursuant to the vesting of an Award a number of shares having a
Fair Market Value, as of the Tax Date, which will satisfy the amount of the
withholding tax obligation, or (iii) by delivery to the Company of a number
of shares of Common Stock having a Fair Market Value as of the Tax Date
which will satisfy the amount of the withholding tax obligation arising
from the vesting of an Award. A Participant's election to pay the
withholding tax obligation by (ii) or (iii) above must be made on or before
the Tax Date, is irrevocable, is subject to such rules as the Committee may
adopt, and may be disapproved by the Committee. If the amount requested is
not paid, the Committee may refuse to issue Common Stock under the Plan.
SECTION 13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of any change in the outstanding Common Stock of the
Company by reason of any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other similar change in
capitalization, or any distribution to common stockholders other than cash
dividends, the number or kind of shares that may be issued under the Plan
pursuant to Section 3 and the number or kind of shares subject to, or the
price per share under any outstanding Award shall be automatically adjusted
so that the proportionate interest of the Participant or Outside Director
shall be maintained as before the occurrence of such event. Such adjustment
shall be conclusive and binding for all purposes of the Plan.
SECTION 14. AMENDMENT AND TERMINATIONS
The Committee may amend, alter or terminate this Plan at any time
without the prior approval of the Board; provided, however, that (i) the
Committee may not, without approval by the Board and the shareholders,
materially increase the benefits provided to Participants under the Plan
and (ii) any amendment with respect to Restricted Stock granted to Outside
Directors must be approved by the full Board.
Termination of the Plan shall not affect any Awards made hereunder
which are outstanding on the date of termination and such Awards shall
continue to be subject to the terms of the Plan notwithstanding its
termination.
SECTION 15. MISCELLANEOUS PROVISIONS
(A) Except as to Awards to Outside Directors, no Participant or other
person shall have any claim or right to be granted an Award under the Plan.
(B) A Participant's or Outside Director's rights and interest under
the Plan may not be assigned or transferred in whole or in part, either
directly or by operation of law or otherwise (except in the event of a
Participant's or Outside Director's death, by will or the laws of descent
and distribution), including, but not by way of limitation, execution,
levy, garnishment, attachment, pledge, bankruptcy or in any other manner,
and no such right or interest of any Participant or Outside Director in the
Plan shall be subject to any obligation or liability of such individual;
provided, however, that a Participant's or Outside Director's rights and
interest under the Plan may, subject to the discretion and direction of the
Committee, be made transferable by such Participant or Outside Director
during his or her lifetime. Except as specified in Section 6, the holder of
an Award shall have none of the rights of a shareholder until the shares
subject thereto shall have been registered in the name of the person
receiving or person or persons exercising the Award on the transfer books
of the Company.
(C) No Common Stock shall be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance with
applicable Federal, state, and other securities laws.
(D) The expenses of the Plan shall be borne by the Company.
(E) By accepting any Award under the Plan, each Participant and
Outside Director and each Personal Representative or Beneficiary claiming
under or through him or her shall be conclusively deemed to have indicated
his or her acceptance and ratification of, and consent to, any action taken
under the Plan by the Company, the Board, the Committee or the Committee on
Directors.
(F) Awards granted under the Plan shall be binding upon the Company,
its successors, and assigns.
(G) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required.
(H) Each Participant shall be deemed to have been granted any Award on
the date the Committee took action to grant such Award under the Plan or
such date as the Committee in its sole discretion shall determine at the
time such grant is authorized.
SECTION 16. EFFECTIVENESS OF THE PLAN
The Plan shall be submitted to the shareholders of the Company for
their approval and adoption on January 27, 2000, or such other date fixed
for the next meeting of shareholders or any adjournment or postponement
thereof. The Plan shall not be effective and no Award shall be made
hereunder unless and until the Plan has been approved and adopted at a
meeting of the Company's shareholders.
SECTION 17. GOVERNING LAW
The provisions of this Plan shall be interpreted and construed in
accordance with the laws of the Commonwealth of Kentucky.