EXHIBIT 10.1
CANANDAIGUA WINE COMPANY, INC.
LONG-TERM STOCK INCENTIVE PLAN
This Long-Term Stock Incentive Plan, which amends and restates in its
entirety the Canandaigua Wine Company, Inc. Stock Option and Stock Appreciation
Right Plan, was approved by the Board of Directors of the Company by unanimous
written consent as of June 23, 1997, to be effective immediately. Certain
capitalized terms used in the Plan are defined in Annex A.
1. PURPOSE
The Plan is designed to provide the Company with increased flexibility to
attract and retain valued employees and directors and to provide them with
incentives to maintain and enhance the Company's long-term performance record by
aligning the interests of the Participants and the stockholders of the Company.
2. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
possess the authority, in its discretion, (a) to determine the employees and
directors of the Company to whom Awards shall be granted and the time or times
at which Awards shall be granted; (b) to determine at the time of grant the
number of shares to be subject to each Award; (c) to prescribe the form of the
instrument representing such Award; (d) to establish any appropriate terms and
conditions applicable to the Awards including any limitations on grants, vesting
or exercisability, and to make any amendments to such instruments or the Awards
which may, without limitation, include any acceleration of vesting or
exercisability, waiver of any condition or requirement or taking of other action
consistent with the purposes of the Plan; (e) to interpret and construe the
Plan; (f) to make and amend rules and regulations relating to the Plan; and (g)
to make all other determinations necessary or advisable for the administration
of the Plan. The Committee's determinations shall be conclusive and binding on
all Participants and all persons claiming under or through any Participant. No
member of the Committee shall be liable for any action taken or decision made in
good faith relating to the Plan or any Award granted under the Plan.
No outstanding Award may be exercised by any person if the Participant to
whom the Award is granted (x) is, or at any time after the date of grant has
been, in competition with the Company or its affiliates or (y) has been
terminated by the Company for Cause. The Committee shall determine, in its
discretion, whether a Participant's actions constitute competition with the
Company or its affiliates.
3. ELIGIBLE EMPLOYEES AND NON-EMPLOYEE DIRECTORS
All employees of the Company are eligible to receive Awards under the Plan.
Awards may be made to non-employee directors of the Company. No Awards under the
Plan shall be made to Covered Employees which are intended to qualify under
Section 162(m) of the Code until the Plan is approved by stockholders of the
Company.
4. SHARES AVAILABLE; TYPES OF AWARDS
The total number of shares of the Company's Common Stock available for
Awards under the Plan in the aggregate shall not exceed four million shares. The
maximum number of Shares which may be subject to Awards granted to any Covered
Employee in any fiscal year shall not exceed 2 1/2% of the outstanding Common
Stock as of the date the Plan is approved by the Board of Directors. Shares
subject to Awards may be authorized and unissued shares or may be treasury
shares.
If an Award expires, terminates or is cancelled without being exercised or
becoming vested, new Awards may thereafter be granted under the Plan covering
such shares unless the applicable Rules under Section 16(b) of the Exchange Act
or Section 162(m) of the Code require otherwise.
The Committee may make Awards from time to time in any one or more of the
following types singly or in tandem: Nonqualified Stock Options, Stock
Appreciation Rights, Restricted Stock or Other Stock-Based Awards.
5. STOCK OPTIONS
Stock Option Awards under the Canandaigua Wine Company, Inc. Stock Option
and Stock Appreciation Right Plan made prior to the date this Long-Term Stock
Incentive Plan was adopted by the Board of Directors shall remain outstanding
and in full force in accordance with their terms. Each Stock Option Award shall
specify the following terms and conditions, as well as any other terms,
conditions, limitations and restrictions specified by the Committee:
(a) Exercise Price. The exercise price per Share under each Stock
Option shall be specified by the Committee, provided that the exercise
price per Share for each Stock Option granted to a Covered Employee shall
equal the Fair Market Value of the Common Stock on the date the Award is
granted.
(b) Duration of Option. The duration of each Stock Option shall be
specified. Stock Options must be exercised on or before 5:00 p.m. Eastern
Time on their expiration date.
(c) Exercise Terms. Each Stock Option granted under the Plan shall
become exercisable in five equal annual installments commencing on the
first anniversary of the date of grant except as otherwise provided by the
Committee. Stock Options may be partially exercised from time to time
during the period extending from the time they first become exercisable in
accordance with the terms of the Award until the expiration of the exercise
period specified in the Award. Exercise of related Stock Appreciation
Rights will cause the immediate automatic expiration of related Stock
Options on the terms and conditions specified by the Committee. The
Committee may impose such additional limitations or conditions on the
vesting or exercise of any Stock Option as it deems appropriate.
(d) Payment of Exercise Price. A Stock Option shall be exercised upon
such notice as is required by the Committee accompanied by payment in full
of the exercise price for the Shares being acquired in such form as the
Committee may provide in accordance with Section 9 of the Plan, together
with all applicable withholding taxes as provided in Section 10 of the
Plan.
6. STOCK APPRECIATION RIGHTS
Stock Appreciation Rights may be granted by the Committee in Awards which
are in tandem with Stock Options or freestanding. Tandem Awards may be granted
at the same time as the grant of the related Stock Option or at any time
thereafter prior to the end of the exercise period for the related Stock Option.
(a) Value. The value of each Stock Appreciation Right shall be the
difference between the Fair Market Value of a Share on the date of exercise
of the Stock Appreciation Right and the reference amount specified in the
Award, which for each Stock Appreciation Right granted in tandem with a
Stock Option shall be not less than the exercise price of the related Stock
Option. The reference amount for each Stock Appreciation Right granted to a
Covered Employee shall not be less than the Fair Market Value of a Share on
the date of grant of the Stock Appreciation Right.
(b) Duration of Stock Appreciation Right. The duration of each Stock
Appreciation Right shall be specified. Each tandem Stock Appreciation Right
shall specify the Stock Option to which it is related and the terms and
conditions under which exercise or expiration of the related Stock Option
will result in automatic expiration of the related Stock Appreciation Right
and the terms and conditions on which exercise or expiration of the Stock
Appreciation Right will result in automatic expiration of the related Stock
Option.
(c) Exercise Terms. Each Stock Appreciation Right granted under the
Plan shall become exercisable in five equal annual installments commencing
on the first anniversary of the date of grant except as otherwise provided
by the Committee. Stock Appreciation Rights may be partially exercised from
time to time during the period extending from the time they first become
exercisable in accordance with the terms of the Award until the expiration
of the exercise period specified in the Award. Exercise of related Stock
Options will cause the immediate automatic expiration of related Stock
Appreciation Rights on the terms and conditions specified by the Committee.
The Committee may impose such additional limitations or conditions on the
exercise of any Stock Appreciation Right as specified in the Award as it
deems appropriate, including such additional limitations or conditions on
the vesting or exercise of any Stock Appreciation Right as it deems
appropriate. A Stock Appreciation Right shall be exercised upon such notice
as is required by the Committee.
7. RESTRICTED STOCK
Shares of Restricted Stock may be granted by the Committee from time to
time in its discretion to Participants subject to such terms and conditions as
may be required by law or are specified in the Award, including any payment
required for the Shares. The Award will also specify the availability of
dividends and other distributions with respect to which Shares of Restricted
Stock are entitled and the voting rights, if any, associated with such Shares of
Restricted Stock. Restricted Stock Awards to Participants who may be Covered
Employees which are intended to satisfy the requirements for "performance-based
compensation" under Section 162(m) of the Code shall only be made if payout is
contingent upon achievement of Performance Targets within or at the end of the
Performance Period with respect to one or more Performance Criteria as specified
by the Committee and the Committee certifies the extent to which any Performance
Target has been satisfied and the number of Shares of Restricted Stock
deliverable as a result thereof, prior to the delivery of any such Shares to
Covered Employees. In any fiscal year, the value of Restricted Stock Awards to
any individual Covered Employee shall not exceed $2.5 million (measured by the
difference between the amount of any payment for the Shares by the Participant
and the Fair Market Value of the Shares on the date of the Award).
8. OTHER STOCK-BASED AWARDS
From time to time in its discretion, the Committee may grant Other
Stock-Based Awards to any Participant on such terms and conditions as may be
determined by the Committee and specified in the Award. Grants of Other
Stock-Based Awards to Participants who may be Covered Employees which are
intended to satisfy the requirements for "performance-based compensation" under
Section 162(m) of the Code shall only be made if payout or exercise is
contingent upon achievement of Performance Targets within or at the end of the
Performance Period with respect to one or more Performance Criteria as specified
by the Committee and the Committee certifies the extent to which any Performance
Target has been satisfied, and the number of Shares or other compensation
deliverable as a result thereof, prior to the delivery of any such Shares or
compensation to Covered Employees. Any exercise of Other Stock-Based Awards
shall be made upon such notice as is required by the Committee to the Company
accompanied by payment in full of any exercise price for the Shares or other
compensation being acquired in such form as the Committee may provide in
accordance with Section 9 of the Plan, together with all applicable withholding
taxes as provided in Section 10 of the Plan. In any fiscal year, the value of
Other Stock-Based Awards to any individual Covered Employee shall not exceed
$2.5 million (measured by the difference between the amount of any payment or
exercise price for the Award by the Participant and the Fair Market Value of the
Shares or the Award on the date of the Award).
9. PAYMENT FOR PURCHASE OR EXERCISE OF AWARDS
The exercise price of Stock Options and any Other Stock-Based Awards
providing for exercise prices and the purchase price for any Restricted Stock or
Other Stock-Based Awards for purchase prices shall be paid to the Company upon
exercise or acquisition of such Award in the manner which the Committee may
determine which may include by (a) delivery of cash or a check in the amount of
the price of the Award, (b) tendering previously acquired Shares having a Fair
Market Value at the time of delivery equal to the price of the Award, (c)
delivery of
irrevocable instructions to a broker or other agent acceptable to the Company to
promptly sell Shares received under the Award and to deliver to the Company the
amount of proceeds to pay the price related to such Award, or (d) such other
method of payment as the Committee in its discretion deems appropriate, in each
case together with all applicable withholding taxes as provided in Section 10.
Previously acquired Shares tendered in payment must have been owned by
Participant for at least six months prior to the tender in payment of an Award.
10. WITHHOLDING TAXES
Whenever required by law in connection with an Award, the Company shall
require the Participant to remit to the Company an amount sufficient to satisfy
any federal, state and/or local income and employment withholding tax
requirements prior to the delivery of any certificate or certificates for Shares
or to take any other appropriate action to satisfy such withholding
requirements, including any method permitted for payment under Section 9 as
determined by the Committee. To the extent permitted under such rules as the
Committee may promulgate and in compliance with any requirements to avoid
violations under Section 16(b) of the Exchange Act and related Rules, the
Participant may satisfy such obligation in whole or in part by electing to have
the Company withhold Shares from the Shares to which the Participant is
otherwise entitled under the Award.
11. PERFORMANCE CRITERIA
For each Award of Restricted Stock or Other Stock-Based Award intended to
qualify as "performance based compensation" under Section 162(m) of the Code and
related Rules, the Committee shall select the applicable Performance Criteria,
Performance Period and Performance Target for the Award consistent with the
terms of the Plan and Section 162(m). The Committee may select Performance
Criteria, Performance Periods and Performance Targets for Restricted Stock and
Other Stock-Based Awards for Participants other than Covered Employees in its
discretion. The Committee shall have no discretion to increase the amount of
compensation payable to Covered Employees if a Performance Target has been
attained, but the Committee may adjust compensation to increase the amount, in
its discretion, to any other Participant. The Committee may adjust Performance
Targets to take into account the effects of any Extraordinary Items equitably in
a manner consistent with the determination of the original Award, provided,
however, no such adjustment may be made with respect to any Award to a Covered
Employee which is intended to qualify as "performance based compensation" unless
such adjustment satisfies the requirements of Code Section 162(m) and the
related Rules.
For Awards to Covered Employees which are intended to qualify as
"performance based compensation" under Code Section 162(m), the Performance
Target with respect to the selected Performance Criteria must be established by
the Committee in advance of the deadlines applicable under Code Section 162(m)
and the Rules thereunder and while the performance relating to the Performance
Target remains substantially uncertain within the meaning of such Section 162(m)
and Rules. At the time the Performance Targets are established, the Committee
shall provide, in terms of an objective formula or standard for each Covered
Employee, the method of computing the specific amount that will represent the
maximum number of Shares or amount of other compensation payable to the
Participant if the Performance Target is attained.
12. AWARDS NOT TRANSFERABLE
Unless transferability is permitted under certain conditions as determined
by the Committee, no Award is transferable by the Participant other than (i) by
will or the laws of descent and distribution, (ii) pursuant to a domestic
relations order, or (iii) to the extent permitted under the Plan, the Award or
interpretation of the Committee, by gift to family members or by gift or
permitted non-cash exchange to entities beneficially owned by family members or
other permitted transferees, and shall be exercisable only by the Participant,
the Participant's legal representative, or the Participant's permitted
transferees. Shares of Restricted Stock may not be sold or otherwise transferred
until ownership vests in the Participant.
13. GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES
The Company shall not be required to deliver any certificate upon the
grant, vesting or exercise of any Award until it has been furnished with such
documents as it may deem necessary to insure compliance with any law or Rules of
the SEC or any other governmental authority having jurisdiction under the Plan.
Certificates for Shares delivered upon such grant or exercise shall bear legends
restricting transfer or other restrictions or conditions to the extent required
by law or determined by the Committee. Each Award under the Plan is subject to
the condition that, if at any time the Committee shall determine that the
listing, registration or qualification of the Shares subject to such Award under
any state or federal law or other applicable Rule, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of
the granting of such Awards or the issue or purchase of Shares thereunder, such
Awards may not vest or be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
14. TERMINATION OF EMPLOYMENT
If the employment of a Participant terminates by reason of the
Participant's Retirement, Disability or death, any Award may be exercised or
received by the Participant, the Participant's designated beneficiary or legal
representative or permitted transferee at any time on or prior to the earlier of
the expiration date of the Award or the expiration of one year after the date of
Retirement, Disability or death but only if, and to the extent that the
Participant was entitled to exercise or receive the Award at the date of
Retirement, Disability or death and subject to such other terms and conditions
as may be specified in the Award and the Plan. All Awards or any portion thereof
not yet vested or exercisable on the date of Retirement, Disability or death
shall terminate immediately on the date of termination (except as otherwise
provided by the Committee or an employment agreement between the Company and the
Participant). Upon termination of the Participant's employment for any reason
other than Retirement, Disability or death, any Award may be exercised or
received by the Participant, the Participant's designated beneficiary or legal
representative or permitted transferee at any time on or prior to the earlier of
the expiration date of the Award or the expiration of thirty days after the date
of termination but only if, and to the extent that the Participant was entitled
to exercise or receive the Award at the date of termination and subject to such
other terms and conditions as may be specified in the Award and the Plan. All
Awards or any portion thereof not yet vested or exercisable on the date of
termination other than by reason of Retirement, Disability or death shall
terminate immediately on the date of termination (except as otherwise provided
by the Committee or an employment agreement between the Company and the
Participant).
Unless otherwise determined by the Committee, an authorized leave of
absence pursuant to a written agreement or other leave entitling the Participant
to reemployment in a comparable position by law or Rule shall not constitute a
termination of employment for purposes of the Plan unless the Participant does
not return at or before the end of the authorized leave or within the period for
which re-employment is guaranteed by law or Rule.
15. ADJUSTMENT OF AWARDS
In the event of any change in the Common Stock of the Company by reason of
any stock dividend, stock split, recapitalization, reorganization, merger,
consolidation, split-up, combination, or exchange of shares, or rights offering
to purchase Common Stock at a price substantially below fair market value, or of
any similar change affecting the Common Stock, the number and kind of shares
authorized under Section 4 for the Plan, the number and kind of shares which
thereafter are subject to an Award under the Plan and the number and kind of
unexercised Stock Options or Other Stock-Based Awards and the number of Shares
of Restricted Stock and the price per share shall be adjusted automatically
consistent with such change to prevent substantial dilution or enlargement of
the rights granted to, or available for, Participants in the Plan.
16. NO EMPLOYMENT RIGHTS
The Plan and any Awards granted under the Plan shall not confer upon any
Participant any right with respect to continuance as an employee of the Company,
nor shall the Plan or such Awards interfere in any way with the right of the
Company to terminate the Participant's position as an employee or director at
any time.
17. RIGHTS AS A SHAREHOLDER
The recipient of any Award under the Plan shall have no rights as a
shareholder with respect thereto unless and until certificates for the
underlying Shares are issued to the recipient, except as otherwise specifically
provided by the Committee.
18. SECTION 162(m) CONDITIONS
It is the intent of the Company that the Plan and Awards granted under the
Plan satisfy and be interpreted in a manner that satisfies any applicable
requirements of Code Section 162(m) as performance-based compensation. Any
provision, application or interpretation of the Plan inconsistent with this
intent to satisfy the standards in Code Section 162(m) shall be disregarded.
Notwithstanding anything to the contrary in the Plan, the provisions of the Plan
may at any time be bifurcated by the Committee in any manner so that certain
provisions of the Plan or any Award intended (or required in order) to satisfy
the applicable requirements of Code Section 162(m) are applicable only to
Covered Employees.
19. AMENDMENT AND DISCONTINUANCE
The Plan and any Award outstanding under the Plan may be amended, modified
or terminated by the Committee at any time and all Awards shall be subject to
the Plan, as amended from time to time, except that the Committee may not,
without approval of the Participant to whom the Award was granted or his legal
representative or permitted transferee adversely affect the rights of such
person under such Award. No amendment, modification, or termination of the Plan
shall be effective without stockholder approval if such approval is required
under applicable law or Rule or any regulation of the stock market on which the
Common Stock is traded.
20. CHANGE IN CONTROL
(a) Notwithstanding other provisions of the Plan, in the event of a
Change in Control of the Company, all of a Participant's Awards shall become
immediately vested and exercisable or fully earned at the maximum amount, except
with respect to Covered Employees for "performance based compensation" as
otherwise determined by the Committee.
(b) In the event of a Change in Control, in the discretion of the
Committee, each Participant who is a Section 16 insider with respect to whom the
Change in Control might result in a violation under Section 16(b) of the
Exchange Act, may receive, in exchange for the surrender of the Stock Option, an
amount of cash equal to the difference between the fair market value (based on
the kind and amount of any securities, cash, other property or other
consideration to be received with respect to each Share in the Change in Control
transaction as determined by the Committee) of the Common Stock covered by the
Award and the option price of such Common Stock under the Stock Option or to
receive, in exchange for any other Award, an amount of cash equivalent to such
fair market value had the Participant received the Shares or other compensation
as intended under the Award prior to the Change in Control.
(c) Notwithstanding the foregoing, the Plan and any Awards outstanding
under the Plan shall be binding upon any successor to the Company, whether such
successor is the result of a direct or indirect purchase, merger, consolidation
or other acquisition of all or substantially all of the business and/or assets
of the Company.
21. GOVERNING LAW
The Plan and any Award made pursuant to it shall be construed under the
laws of the State of Delaware.
Dated: June 23, 1997 CANANDAIGUA WINE COMPANY, INC.
By: /s/ RICHARD SANDS
-----------------------
Title: President
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Date of Stockholder Approval ________________
ANNEX A
TO
LONG-TERM STOCK INCENTIVE PLAN
CERTAIN DEFINITIONS
Capitalized terms used in the Plan shall have the meanings set forth below:
"AWARD" means any grant of Stock Options, Restricted Stock, Stock Appreciation
Rights or Other Stock-Based Award under the Plan.
"CAUSE" means, solely for the purposes of the Plan, gross negligence or willful
misconduct or commission of a felony or an act of moral turpitude determined by
the Committee to be detrimental to the best interests of the Company or, if the
Participant is subject to a written agreement with the Company "cause" shall
have the meaning set forth in that agreement.
"CHANGE IN CONTROL" means:
(a) there shall be consummated
(i) any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which any
Shares are to be converted into cash, securities or other property,
provided that the consolidation or merger is not with a corporation
which was a direct or indirect wholly-owned subsidiary of the Company
or a parent of the Company immediately before the consolidation or
merger; or
(ii) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, of
the assets of the Company; or
(b) the stockholders of the Company approve any plan or proposal for the
liquidation or dissolution of the Company; or
(c) any person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) shall become the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or
more of the voting control of the Company's then outstanding common
stock, provided that such person shall not be a wholly-owned
subsidiary of the Company immediately before it becomes such 30%
beneficial owner of voting control; or
(d) individuals who constitute the Company's Board of Directors on the
date hereof (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof, provided, however, that any person
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by
a vote of at least three quarters of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee
for director without objection to such nomination) shall be, for
purposes of this clause (d), considered as though such person were a
member of the Incumbent Board.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMPANY" means Canandaigua Wine Company, Inc. and its Subsidiaries, except
where the context indicates that only the parent company is intended.
"COMMITTEE" means the committee appointed by the Company's Board of Directors
(the "Committee") consisting of not fewer than the number of members of the
Board of Directors required under Code Section 162(m) and the Rules
of the IRS thereunder for determining performance based compensation which is
deductible by the Company who are "outside directors" as defined from time to
time under the IRS Rules and, to the extent possible are also "Non-Employee
Directors" as defined from time to time under the SEC Rules for approval of
Awards exempt from Section 16(b). If any member of the Committee does not
qualify as an "outside director", Awards under the Plan for Covered Employees
shall be administered by a subcommittee of the Committee comprised solely of
members who qualify as outside directors to the extent desireable to preserve
the deductibility of such compensation under Section 162(m) of the Code and such
subcommittee shall constitute the Committee for all purposes under the Plan. The
full Board of Directors, in its discretion, may act as the Committee under the
Plan and shall do so with respect to grants of Awards to non-employee directors.
The Committee may delegate to selected officers of the Company, individually or
acting as a committee, any portion of its authority, except as otherwise
expressly provided in the Plan. In the event of a delegation to management, the
term "Committee" as used herein shall include the officer or committee with
respect to the delegated authority. Notwithstanding any such delegation of
authority, the Committee comprised of members of the Board of Directors shall
retain overall responsibility for the operation of the Plan. Management acting
pursuant to delegated authority shall not make Awards under the Plan to any
Covered Employees or other Section 16 insider.
"COMMON STOCK" means the Class A Common Stock of the Company, par value $.01 per
Share.
"COVERED EMPLOYEE" means the Chief Executive Officer of the Company and the four
other most highly compensated officers of the Company as such term is defined
under the Rules promulgated under Section 162(m) of the Code and such other
officers as may be designated by the Committee.
"DISABILITY" means the inability of a Participant to perform his or her duties
for a period in excess of the applicable statutory short-term disability
coverage provided by the Company. The date of termination with respect to
Disability shall be the day following the date such short term disability
protection lapses.
"EXTRAORDINARY ITEMS" means (a) items presented as such (or other comparable
terms) on the Company's audited financial statements, (b) extraordinary, unusual
or nonrecurring items of gain or loss, (c) changes in tax or accounting laws or
Rules, and (d) the effects of mergers, acquisitions, divestitures, spin offs or
significant transactions, each of which are identified in the audited financial
statements and notes thereto or in the "management's discussion and analysis" of
the financial statements in a period report filed with the SEC under the
Exchange Act.
"FAIR MARKET VALUE" of a Share means the closing price of the Common Stock on
the NASDAQ Stock Market or other national stock exchange on which the Common
Stock is actively traded for the date as reported in the WALL STREET JOURNAL,
Eastern Edition or such other standard reference service as the Committee may
select.
"IRS" means the Internal Revenue Service and, if the context permits, the courts
interpreting the Code.
"OTHER STOCK-BASED AWARD" means an Award granted pursuant to Section 8 of the
Plan which is subject to the terms, conditions and restrictions set forth in the
instrument evidencing the Award.
"PARTICIPANT" means any employee of the Company or non-employee director of the
Company who has received an Award under the Plan.
"PERFORMANCE CRITERIA" means one or more of the following performance criteria
selected by the Committee with respect to any performance-based Award: (a)
increases in the Fair Market Value of a Share, (b) shareholder value added, (c)
cash flow, (d) earnings per share, (e) earnings of the Company before deducting
interest, taxes, depreciation and amortization, (f) return on equity, (g) return
on capital, (h) return on assets or net assets, (i) cost reduction or control,
(j) operating income or net operating income, (k) operating margins/sales in one
or more business segments or product lines, (l) return on operating revenue, and
(m) market share in one or more business segments or product lines. Performance
criteria may be established on a corporate, divisional, business unit or
consolidated basis and measured absolutely or relative to the Company's peers.
"PERFORMANCE PERIOD" means the fiscal year or years or other period established
by the Committee with respect to which the Performance Targets are set by the
Committee.
"PERFORMANCE TARGET" means one or more specific objective goal or goals (which
may be cumulative or alternative) that are timely set in writing by the
Committee for each Participant for the applicable Performance Period with
respect to any one or more of the Performance Criteria.
"PLAN" means the Long-Term Stock Incentive Plan of the Company, as amended from
time to time.
"RESTRICTED STOCK" means Shares granted pursuant to Section 7 of the Plan which
are subject to the terms, conditions and restrictions set forth in the
instrument evidencing the Award.
"RETIREMENT" means a termination of employment by an employee who is at least 60
years of age and after at least 10 years of service with the Company (which
shall include entities acquired by the Company, if the Committee so determines).
"RULES" means rules, regulations and interpretations issued by the governmental
authority charged with administering any law and any judicial interpretations
applicable thereto.
"SEC" means the Securities and Exchange Commission.
"SHARES" means shares of the Company's Class A Common Stock, par value $.01 per
share.
"STOCK OPTION" means any nonqualified Stock Option granted pursuant to Section 5
of the Plan which is subject to the terms, conditions and restrictions set forth
in the instrument evidencing the Award and the Plan.
"SUBSIDIARIES" means (a) all corporations of which at least fifty percent of the
voting stock is owned by the Company directly or through one or more
corporations at least fifty percent of whose voting stock is so owned, and (b)
partnerships or other entities in which the Company has, either directly or
indirectly, at least a fifty percent interest in the capital or profits.
OTHER TERMS: Any other terms used in the Plan which are defined in Sections 83,
162(m) or 421 of the Internal Revenue Code as amended, or the Rules thereunder
or corresponding provisions of subsequent laws and Rules in effect at the time
Awards are made under the Plan, shall have the meanings set forth in such laws
or Rules.