Exhibit 10.4
MICHAEL BAKER CORPORATION
1995 STOCK INCENTIVE PLAN,
AS AMENDED EFFECTIVE APRIL 23, 1998
The purposes of the 1995 Stock Incentive Plan (the "Plan") are to encourage
eligible employees of Michael Baker Corporation (the "Corporation") and its
subsidiaries to increase their efforts to make the Corporation and each
Subsidiary more successful, to provide an additional inducement for such
employees to remain with the Corporation or a Subsidiary, to reward such
employees by providing an opportunity to acquire shares of the Common Stock, par
value $1.00 per share, of the Corporation (the "Common Stock") on favorable
terms and to provide a means through which the Corporation may attract able
persons to enter the employ of the Corporation or one of its Subsidiaries. For
the purposes of the Plan, the term "Subsidiary" means any Corporation in an
unbroken chain of corporations beginning with the Corporation, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing at least fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.
SECTION 1
ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") to be
appointed from time to time by the Corporation's Board of Directors (the
"Board") which hereafter shall consist of not less than two members of the
Board, each of whom shall on January 1, 1995, or at the time of appointment to
the Committee subsequent thereto and at all times during service as a member of
the Committee be (i) a "disinterested person" as that term is then defined under
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act") or any successor rule and (ii) an "outside director" under Section
162(m)(4)(c) of the Internal Revenue Code of 1986 (the "Code"), or any successor
provision.
The Committee shall interpret the Plan and prescribe such rules, regulations
and procedures in connection with the operation of the Plan as it shall deem to
be necessary and advisable for the administration of the Plan consistent with
the purposes of the Plan. All questions of interpretation and application of the
Plan, or as to grants under the Plan, shall be subject to the determination of
the Committee, which shall be final and binding.
The Committee shall keep records of action taken at its meetings. A majority
of the Committee shall constitute a quorum at any meeting, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by all the members of the Committees, shall be the acts
of the Committee.
SECTION 2
ELIGIBILITY
Those key employees of the Corporation or any Subsidiary (including, but not
limited to, covered employees as defined in Section 162(m)(3) of the Code, or
any successor provision) who share responsibility for the management, growth or
protection of the business of the Corporation or any Subsidiary shall be
eligible to be granted stock options as described herein.
Subject to the provisions of the Plan, the Committee shall have full and
final authority, in its discretion, to grant stock options as described herein
and to determine the employees to whom any such grant shall be made and the
number of shares to be covered thereby. In determining the eligibility of any
employee, as well as in determining the number of shares covered by each grant
of a stock option, the Committee shall consider the position and the
responsibilities of the employee being considered, the nature and value to the
Corporation or a Subsidiary of his or her services, his or her present and/or
potential contribution to the success of the Corporation or a Subsidiary and
such other factors as the Committee may deem relevant.
SECTION 3
SHARES AVAILABLE UNDER THE PLAN
The aggregate number of shares of the Common Stock which may be issued and
as to which grants of stock options may be made under the Plan is 1,500,000
shares, subject to adjustment and substitution as set forth in Section 6. If any
stock option granted under the Plan is canceled by mutual consent or terminates
or expires for any reason without having been exercised in full, the number of
shares subject thereto shall again be available for purposes of the Plan. If
shares of Common Stock are forfeited to the Corporation pursuant to the
restrictions applicable, the shares so forfeited shall not again be available
for purposes of the Plan unless during the period such shares were outstanding,
the grantee received no dividends or other "benefits of ownership" from such
shares. The shares which may be issued under the Plan may be either authorized
but unissued shares or treasury shares or partly each, as shall be determined
from time to time by the Board.
SECTION 4
GRANT OF STOCK OPTIONS
The Committee shall have authority, in its discretion, to grant "incentive
stock options" pursuant to Section 422 of the Code, to grant "nonstatutory stock
options" (i.e., stock options which do not qualify under Sections 422 or 423 of
the Code) or to grant both types of stock options (but not in tandem).
During the duration of the Plan, the maximum number of shares as to which
stock options may be granted and as to which shares may be awarded under the
Plan to any one employee during any calendar year is 100,000 shares, subject to
adjustment and substitution as set forth in Section 6. For the purposes of this
limitation, any adjustment or substitution made pursuant to Section 6 with
respect to the maximum number of shares set forth in the preceding sentence
shall also be made with respect to any shares subject to stock options
previously granted under the plan to such employee during the same calendar
year.
Notwithstanding any other provision contained in the Plan or in any stock
option agreement referred to in Section 5(F) but subject to the possible
exercise of the Committee's discretion contemplated in the last sentence of this
Section 4, the aggregate fair market value, determined as provided in Section
5(G) on the date of grant, of the shares with respect to which incentive stock
options are exercisable for the first time by an employee during any calendar
year under all plans of the corporation employing such employee, any parent or
subsidiary corporation of such corporation and any predecessor corporation of
any such corporation shall not exceed $100,000. If the date on which one or more
of such incentive stock options could first be exercised would be accelerated
pursuant to any provision of the Plan or any stock option agreement, and the
acceleration of such exercise date would result in a violation of the limitation
set forth in the proceeding sentence, then, notwithstanding any such provision,
but subject to the provisions of the next succeeding sentence, the exercise
dates of such incentive stock options shall be accelerated only to the date or
dates, if any, that do not result in a violation of such limitation and, in
such event, the exercise dates of the incentive stock options with the lowest
option prices shall be accelerated to the earliest such dates. The Committee
may, in its discretion, authorize the acceleration of the exercise date of one
or more incentive stock options even if such acceleration would violate the
$100,000 limitation set forth in the first sentence of this paragraph and even
if such incentive stock options are thereby converted in whole or in part to
nonstatutory stock options.
The Committee may accept the cancellation of outstanding stock options in
return for the grant of new stock options for the same or a different number of
shares and at the same or a different option price.
SECTION 5
TERMS AND CONDITIONS OF STOCK OPTIONS
Stock options granted under the Plan shall be subject to the following terms
and conditions:
(A) The purchase price at which each stock option may be exercised (the
"option price") shall be such price as the Committee, in its
discretion, shall determine but shall not be less than one hundred
percent (100%) of the fair market value per share of the Common Stock
covered by the stock option on the date of grant, except that in the
case of an incentive stock option granted to an employee who,
immediately prior to such grant, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Corporation or any Subsidiary (a "Ten Percent Employee"),
the option price shall not be less than one hundred ten percent (110%)
of such fair market value on the date of grant. For purposes of this
Section 5(A), the fair market value of the Common Stock shall be
determined as provided in Section 5(G). For purposes of this Section
5(A), an individual (i) shall be considered as owning not only shares
of stock owned individually but also all shares of stock that are at
the time owned, directly or indirectly, by or for the spouse,
ancestors, lineal descendants, and brothers and sisters (whether by
the whole or half blood) of such individual and (ii) shall be
considered as owning proportionately any shares owned, directly or
indirectly, by or for any corporation, partnership, estate or trust in
which such individual is a shareholder, partner or beneficiary.
(B) The option price for each stock option shall be paid in full upon
exercise and shall be payable in cash in United States dollars
(including check, bank draft or money order), which may include cash
forwarded through a broker or other agent-sponsored exercise or
financing program; provided, however, that in lieu of such cash the
person exercising the stock option may (if authorized by the Committee
at the time of grant in the case of an incentive stock option, or at
any time in the case of a nonstatutory stock option) pay the option
price in whole or in part by delivering to the Corporation shares of
the Common Stock having fair market value on the date of exercise of
the stock option, determined as provided in Section 5(G), equal to the
option price for the shares being purchased; except that (i) any
portion of the option price representing a fraction of a share shall
in any event be paid in cash and (ii) no shares of the Common Stock
which have been held for less than six months may be delivered in
payment of the option price of a stock option. If the person
exercising a stock option participates in a broker or other
agent-sponsored exercise or financing program, the Corporation will
cooperate with all reasonable procedures of the broker or other agent
to permit participation by the person exercising the stock option in
the exercise or financing program. Notwithstanding any procedure of
the broker or other agent-sponsored program, if the option price is
paid in cash, the exercise of the stock option shall not be deemed to
occur and no shares of the Common Stock will be issued until the
Corporation has received full payment in cash (including check, bank
draft or money order) for the option price from the broker or other
agent. The date of exercise of a stock option shall be determined
under procedures established by the Committee, and as of the date of
exercise the person exercising the stock option shall be considered
for all purposes to be the owner of the shares with respect to which
the stock option has been exercised. Payment of the option price with
shares shall not increase the number of shares of the Common Stock
which may be issued under the Plan as provided in Section 3.
(C) No stock option shall be exercisable by a grantee during the first six
months of its term, except that this limitation on exercise shall not
apply if Section 7(B) becomes applicable. No stock option shall be
exercisable after the expiration of ten years (five years in the case
of incentive stock option granted to a Ten Percent Employee) from the
date of grant. A stock option to the extent exercisable at any time
may be exercised in whole or in part.
(D) No stock option shall be transferable by the grantee otherwise than by
will, or if the grantee dies intestate, by the laws of descent and
distribution of the state of domicile of the grantee at the time of
death. All stock options shall be exercisable during the lifetime of
the grantee only by the grantee.
(E) Subject to the provisions of Section 4 in the case of incentive stock
options, unless the Committee, in its discretion, shall otherwise
determine:
(i) If the employment of a grantee who is not disabled within the
meaning of Section 422(c)(6) of the Code (a "Disabled Grantee")
is voluntarily or involuntarily terminated with the consent of
the Corporation or Subsidiary or a grantee retires under any
retirement plan of the Corporation or a Subsidiary, any then
outstanding incentive stock option held by such grantee shall be
exercisable by the grantee (but only to the extent exercisable by
the grantee immediately prior to the termination of employment)
at any time prior to the expiration date of such incentive stock
option or within three months after the date of termination of
employment, whichever is the shorter period;
(ii) If the employment of a grantee who is not a Disabled Grantee
is voluntarily or involuntarily terminated with consent of the
Corporation or a Subsidiary, any then outstanding nonstatutory
stock option held by such grantee shall be exercisable by the
grantee (but only to the extent exercisable by the grantee
immediately prior to the termination of employment) at any time
prior to the expiration date of such nonstatutory stock option or
within one year after the date of termination of employment,
whichever is the shorter period;
(iii) If the employment of a grantee who is a Disabled Grantee is
voluntarily or involuntarily terminated with the consent of the
Corporation or a Subsidiary, any then outstanding stock option
held by such grantee shall be exercisable by the grantee in full
(whether or not so exercisable by the grantee immediately prior
to the termination of employment) by the grantee at any time
prior to the expiration date of such stock option or within one
year after the date of termination of employment, whichever is
the shorter period;
(iv) If a grantee retires under any retirement plan of the Corporation
or a Subsidiary, any then outstanding nonstatutory stock option
held by such grantee shall be exercisable by the grantee (but
only to the extent exercisable by the grantee immediately prior
to such retirement) at any time prior to the expiration date of
such nonstatutory stock option or within three years after the
date of retirement, whichever is the shorter period;
(v) Following the death of a grantee during employment, any
outstanding stock option held by the grantee at the time of death
shall be exercisable in full (whether or not so exercisable by
the grantee immediately prior to the death of the grantee) by the
person entitled to do so under the will of the grantee, or, if
the grantee shall fail to make testamentary disposition of the
stock option or shall die intestate, by the legal representative
of the grantee at any time prior to the expiration date of such
stock option or within one year after the date of death,
whichever is the shorter period;
(vi) Following the death of a grantee after termination of employment
during a period when a stock option is exercisable, any
outstanding stock option held by the grantee at the time of death
shall be exercisable by such person entitled to do so under the
will of the grantee by such legal representative (but only to the
extent the stock option was exercisable by the grantee
immediately prior to the death of the grantee) at any time prior
to the expiration date of such stock option or within one year
after the date of death, whichever is the shorter period; and
(vii) If a grantee of a stock option (a) engages in the operation or
management of a business (whether as owner, partner, officer,
director, employee or otherwise and whether during or after
termination of employment) which is in competition with the
Corporation or any of its Subsidiaries, (provided, however, that
this clause shall not apply if Section 7(C) applies following
termination of employment), (b) induces or attempts to induce any
customer, supplier, licensee or other individual, corporation or
other business organization having a business relationship with
the Corporation or any of its Subsidiaries to cease doing
business with the Corporation or any of its Subsidiaries or in
any way interferes with the relationship between any such
customer, supplier, licensee or other person and the Corporation
or any of its Subsidiaries or (c) solicits any employee of the
Corporation or any of its Subsidiaries to leave the employment
thereof or in any way interferes with the relationship of such
employee with the Corporation or any of its Subsidiaries, the
Committee, in its discretion, may immediately terminate all
outstanding stock options held by the grantee. Whether a grantee
has engaged in any of the activities referred to in the preceding
sentence which would cause the outstanding stock options to be
terminated shall be determined, in its discretion, by the
Committee, and any such determination by the Committee shall be
final and binding.
(F) All stock options shall be confirmed by an agreement, or an amendment
thereto, which shall be executed on behalf of the Corporation by the
President and Chief Executive Officer, the Chief Financial Officer or
any Vice President and by the grantee. The agreement confirming a
stock option shall specify whether the stock option is an incentive
stock option or a nonstatutory stock option. The provisions of such
agreements need not be identical.
(G) Fair market value of the Common Stock shall be the mean between the
following prices, as applicable, for the date as of which fair market
value is to be determined as quoted in The Wall Street Journal (or in
such other reliable publication as the Committee, in its discretion,
may determine to rely upon): (i) if the Common Stock is listed on the
American or the New York Stock Exchange, the highest and lowest sales
prices per share of the Common Stock as quoted in the Composite
Transactions listing for such exchange on such date, (ii) if the
Common Stock is not listed on either such exchange, the highest and
lowest sales prices per share of the Common Stock for such date on (or
on any composite index including) the principal United States
securities exchange registered under the 1934 Act on which the Common
Stock is listed, or (iii) if the Common Stock is not listed on any
such exchange, the highest and lowest sales prices per share of the
Common Stock for such date on the National Association of Securities
Dealers Automated Quotation System or any successor system then in use
("NASDAQ"). If there are no such sale price quotations for the date as
of which fair market value is to be determined but there are such sale
price quotations within a reasonable period both before and after such
date, then fair market value shall be determined by taking a weighted
average of the means between the highest and lowest sales prices per
share of the Common Stock as so quoted on the nearest date before and
the nearest date after the date as of which fair market value is to be
determined. The average should be weighted inversely by the respective
numbers of trading days between the selling dates and the date as of
which fair market value is to be determined. If there are no such sale
price quotations on or within a reasonable period both before and
after the date as of which fair market value is to be determined, then
fair market value of the Common Stock shall be the mean between the
bona fide bid and asked prices per share of Common Stock as so quoted
for such date on NASDAQ, or if none, the weighted average of the means
between such bona fide bid and asked prices on the nearest trading
date before and the nearest trading date after the date as of which
fair market value is to be determined, if both such dates are within a
reasonable period. The average is to be determined in the manner
described above in this Section 5(G). If the fair market value of the
Common Stock cannot be determined on the basis previously set forth in
this Section 5(G) for the date as of which fair market value is to be
determined, the Committee shall in good faith determine the fair
market value of the Common Stock on such date. Fair market value shall
be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse.
(H) The obligation of the Corporation to issue shares of the Common Stock
under the Plan shall be subject to (i) the effectiveness of a
registration statement under the Securities Act of 1933, as amended,
with respect to such shares, if deemed necessary or appropriate by
counsel for the Corporation, (ii) the condition that the shares shall
have been listed (or authorized for listing upon official notice of
issuance) upon the American Stock Exchange or each such other stock
exchange, if any, on which the Common Stock shares may then be listed
and (iii) all other applicable laws, regulations, rules and orders
which may then be in effect.
Subject to the foregoing provisions of this Section 5 and the other
provisions of the Plan, any stock option granted under the Plan may be exercised
at such times and in such amounts and be subject to such restrictions and other
terms and conditions, if any, as shall be determined, in its discretion, by the
Committee and set forth in the agreement referred to in Section 5(F), or an
amendment thereto.
SECTION 6
ADJUSTMENT AND SUBSTITUTION OF SHARES
If a dividend or other distribution shall be declared upon the Common Stock
payable in shares of the Common Stock, the number of shares of the Common Stock
subject to any outstanding stock options and the number of shares of the Common
Stock which may be issued under the Plan but are not subject to outstanding
stock options and the maximum number of shares as to which stock options may be
granted and as to which shares may be awarded under the Plan to any employee
during any calendar year under Section 4 on the date fixed for determining the
shareholders entitled to receive such stock dividend or distribution shall be
adjusted by adding thereto the number of shares of the Common Stock which would
have been distributable thereon if such shares had been outstanding on such
date.
If the outstanding shares of the Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Corporation or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of the Common Stock subject to any then outstanding stock option and for
each share of the Common Stock which may be issued under the Plan but which is
not then subject to any outstanding stock option, the number and kind of shares
of stock or other securities into which each outstanding share of the Common
Stock shall be so changed or for which each such share shall be exchangeable.
In case of any adjustment or substitution as provided for in the first two
paragraphs of this Section 6, the aggregate option price for all shares subject
to each then outstanding stock option prior to such adjustment or substitution
shall be the aggregate option price for all shares of stock or other securities
(including any fraction) to which such shares shall have been adjusted or which
shall have been substituted for such shares. Any new option price per share
shall be carried to at least three decimal places with the last decimal place
rounded upwards to the nearest whole number.
If the outstanding shares of the Common Stock shall be changed in value by
reason of any spin-off, split-off or split-up, or dividend in partial
liquidation, dividend in property other than cash, or extraordinary distribution
to shareholders of the Common Stock, the Committee shall make any adjustments to
any then outstanding stock option which it determines are equitably required to
prevent dilution or enlargement of the rights of optionees which would otherwise
result from any such transaction.
No adjustment or substitution provided for in this Section 6 shall require
the Corporation to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated and not carried forward to
any subsequent adjustment or substitution.
If any such adjustment or substitution provided for in this Section 6
requires the approval of shareholders in order to enable the Corporation to
grant incentive stock options, then no such adjustment or substitution shall be
made without the required shareholder approval. Notwithstanding the foregoing,
in the case of incentive stock options, if the effect of any such adjustment or
substitution would be to cause the stock option to fail to continue to qualify
as an incentive stock option or to cause a modification, extension or renewal of
such stock option within the meaning of Section 424 of the Code, the Committee
may elect that such adjustment or substitution not be made but rather shall use
reasonable efforts to effect such other adjustment of each then outstanding
stock option as the Committee, in its discretion, shall deem equitable and which
will not result in any disqualification, modification, extension or renewal
(within the meaning of Section 424 of the Code) of such incentive stock option.
Except as provided in this Section 6, a grantee shall have no rights by
reason of any issue by the Corporation of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.
SECTION 7
ADDITIONAL RIGHTS IN CERTAIN EVENTS
(A) Definitions
For purposes of this Section 7, the following terms shall have the
following meanings:
(1) The term "Person" shall be used as that term is used in Section 13(d)
and 14(d) of the 1934 Act as in effect on the effective date of the
Plan.
(2) "Beneficial Ownership" shall be determined as provided in Rule 13d-3
under the 1934 Act as in effect on the effective date of the Plan.
(3) "Voting Shares" shall mean all securities of a company entitling the
holders thereof to vote in an annual election of directors (without
consideration of the rights of any class of stock other than the
Common Stock to elect directors by a separate class vote); and a
specified percentage of "Voting Power" of a company shall mean such
number of the Voting Shares as shall enable the holders thereof to
cast such percentage of all the votes which could be cast in an annual
election of directors (without consideration of the rights of any
class of stock other than Common Stock to elect directors by a
separate class vote).
(4) "Tender Offer" shall mean a tender offer or exchange offer to acquire
securities of the Corporation (other than such offer made by the
Corporation or any Subsidiary), whether or not such offer is approved
or opposed by the Board.
(5) "Continuing Directors" shall mean a director of the Corporation who
either (a) was a director of the Corporation on the effective date of
the Plan or (b) is an individual whose election, or nomination for
election, as a director of the Corporation was approved by a vote of
at least two-thirds of the directors then still in office who were
Continuing Directors (other than an individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of directors of the
Corporation which would be subject to Rule 14a-11 under the 1934 Act,
or any successor Rule).
(6) "Section 7 Event" shall mean the date upon which any of the following
events occur:
(a) The Corporation acquires actual knowledge that any Person other
than the Corporation, a Subsidiary, the Corporation's Stock
Ownership Plan and Trust or any employee benefit plan(s)
sponsored by the Corporation has acquired the Beneficial
Ownership, directly or indirectly, of securities of the
Corporation entitling such Person to 20% or more of the Voting
Power of the Corporation;
(b) A Tender Offer is made to acquire securities of the Corporation
entitling the holders thereof to 20% or more of the Voting Power
of the Corporation; or
(c) A solicitation subject to Rule 14a-11 under the 1934 Act (or any
successor Rule) relating to the election or removal of 50% or
more of the members of any class of the Board shall be made by
any person other than the Corporation or less than 51% of the
members of the Board shall be Continuing Directors; or
(d) The shareholders of the Corporation shall approve a merger,
consolidation, share exchange, division or sale or other
disposition of assets of the Corporation as a result of which the
shareholders of the Corporation immediately prior to such
transaction shall not hold, directly or indirectly, immediately
following such transaction a majority of the Voting Power of (i)
in the case of a merger or consolidation, the surviving or
resulting corporation, (ii) in the case of a share exchange, the
acquiring corporation or (iii) in the case of a division or a
sale or other disposition of assets, each surviving, resulting or
acquiring corporation which, immediately following the
transaction, holds more than 10% of the consolidated assets of
the Corporation immediately prior to the transaction;
provided, however, that (i) if securities beneficially owned by a grantee are
included in determining the Beneficial Ownership of a Person referred to in
paragraph 6(a), (ii) a grantee is required to be named pursuant to Item 2 of the
Schedule 14D-I (or any similar successor filing requirement) required to be
filed by the bidder making a Tender Offer referred to in paragraph 6(b) or (iii)
if a grantee is a "participant" as defined in Rule 14a-11 under the 1934
Act (or any successor rule) in a solicitation (other than a solicitation by the
Corporation) referred to in paragraph 6(c), then no Section 7 Event with respect
to such grantee shall be deemed to have occurred by reason of such event.
(B) Acceleration of the Exercise Date of Stock Options.
Subject to the provisions of Section 4 in the case of incentive stock
options, unless the agreement referred to in Section 5(F), or an amendment
thereto, shall otherwise provide, notwithstanding any other provision contained
in the Plan, in case any "Section 7 Event" occurs all outstanding stock options
(other than those held by a person referred to in the proviso to Section
7(A)(6)) shall become immediately and fully exercisable whether or not otherwise
exercisable by their terms.
(C) Extension of the Expiration Date of Stock Options.
Subject to the provisions of Section 4 in the case of incentive stock
options, unless the agreement referred to in Section 5(F), or an amendment
thereto, shall otherwise provide, notwithstanding any other provision contained
in the Plan, all stock options held by a grantee (other than a grantee referred
to in the proviso to Section 7(A)(6)) whose employment with the Corporation or a
Subsidiary terminates within one year of any Section 7 Event for any reason
other than voluntary termination with the consent of the Corporation or a
Subsidiary, retirement under any retirement plan of the Corporation or a
Subsidiary or death, which are exercisable shall continue to be exercisable for
a period of one year from the date of such termination of employment, but in no
event after the expiration date of the stock option.
SECTION 8
EFFECT OF THE PLAN ON THE RIGHTS OF EMPLOYEES AND EMPLOYER
Neither the adoption of the Plan nor any action of the Board or the
Committee pursuant to the Plan shall be deemed to give any employee any right to
be granted a stock option under the Plan. Nothing in the Plan, in any stock
option, or in any agreement providing for a stock option shall confer any right
on any employee to continue in the employ of the Corporation or any Subsidiary
or interfere in any way with the rights of the Corporation or any Subsidiary to
terminate the employment of any employee at any time.
SECTION 9
WITHHOLDING
To the extent required by applicable Federal, state, local or foreign law,
the person exercising the stock option shall make arrangements satisfactory to
the Corporation, in its discretion, for the satisfaction of any withholding tax
obligations that arise in connection with the Plan. The Corporation shall not be
required to issue any Common Stock under the Plan until such obligations are
satisfied.
SECTION 10
AMENDMENT
The right to alter and amend the Plan at any time and from time to time and
the right to revoke or terminate the Plan are hereby specifically reserved to
the Board; provided that no such alteration or amendment of the Plan shall,
without shareholder approval (i) increase the number of shares which may be
issued under the Plan as set forth in Section 3, (ii) increase the maximum
number of shares as to which stock options may be granted and as to which shares
may be awarded under the Plan to any one employee during any one calendar year
as set forth in Section 4, (iii) materially increase the benefits accruing under
the Plan to persons subject to the provisions of Section 16(b) of the 1934 Act,
(iv) materially modify the requirements as to eligibility for participation in
the Plan by persons subject to the provisions of Section 16(b) of the 1934 Act,
(v) make any changes in the class of employees eligible to receive incentive
stock options under the Plan or (vi) extend the duration of the Plan. No
alteration, amendment, revocations or termination of the Plan shall, without the
written consent of the holder of stock options under the Plan, adversely affect
the rights of such holder with respect thereto.
SECTION 11
EFFECTIVE DATE AND DURATION OF PLAN
The effective date of the Plan shall be January 1, 1995, and the date of
adoption of the Plan by the Board shall be December 15, 1994, provided that such
adoption of the Plan by the Board is approved by a majority of the votes cast at
a duly held meeting of shareholders held on or prior to December 1, 1995, at
which a quorum representing a majority of the outstanding voting stock of the
Corporation is, either in person or by proxy, present and voting. No stock
option granted under the Plan may be exercised until after such approval. No
stock option may be granted under the Plan subsequent to December 14, 2004.