EXHIBIT 10.15
FLUOR CORPORATION
1988 FLUOR EXECUTIVE STOCK PLAN
AS AMENDED AND RESTATED
Effective October 1, 1993
ARTICLE I
DEFINITIONS
Sec. 1.1 DEFINITIONS
As used herein, the following terms shall have the
meanings hereinafter set forth unless the context clearly
indicates to the contrary:
(a) "Award" shall mean an award of Restricted Stock
pursuant to the provisions of Article VI hereof.
(b) "Awardee" shall mean an Eligible Employee to whom
Restricted Stock has been awarded hereunder.
(c) "Board" shall mean the Board of Directors of the
Company.
(d) "Change of Control" of the Company shall be deemed to
have occurred if, (i) a third person, including a
group' as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, acquires shares of
the Company having twenty-five percent or more of the
total number of votes that may be cast for the
election of directors of the Company; or (ii) as the
result of any cash tender or exchange offer, merger
or other business combination, or any combination of
the foregoing transactions (a "Transaction"), the
persons who were directors of the Company before the
Transaction shall cease to constitute a majority of
the Board of the Company or any successor to the
Company.
(e) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(f) "Committee" shall mean the Organization and
Compensation Committee of the Board.
(g) "Company" shall mean Fluor Corporation.
(h) "Eligible Employee" shall mean an employee who is an
officer of the Company or any Subsidiary or who is a
member of the Management Control Group of the Company
and its Subsidiaries.
(i) "Fair Market Value" shall mean the average of the
highest price and the lowest price per share at which
the Stock is sold in the regular way on the New York
Stock Exchange on the day an Option is granted
hereunder or, in the absence of any reported sales on
such day, the first preceding day on which there were
such sales.
(j) "Grantee" shall mean an Eligible Employee to whom
Rights have been granted hereunder.
(k) "Incentive Stock Option" shall mean an incentive
stock option, as defined under Section 422A of the
Code and the regulations thereunder to purchase
Stock.
(l) "Management Control Group" shall mean those
employees who have been determined to be eligible
to participate in the Fluor Corporation and
Subsidiaries Executive Incentive Compensation
Program or in other similar management incentive
compensation programs of any Subsidiary.
(m) "Nonqualified Stock Option" shall mean a stock
option other than an Incentive Stock Option to
purchase Stock.
(n) "Option" shall mean an option to purchase Stock
granted pursuant to the provisions of Article V
hereof and refers to both Incentive Stock Options
and Nonqualified Stock Options.
(o) "Optionee" shall mean an Eligible Employee to whom
an Option has been granted hereunder.
(p) "Plan" shall mean the 1988 Fluor Executive Stock
Plan, the current terms of which are set forth
herein.
(q) "Prior Plans" shall mean the 1971 Fluor Stock
Option Plan, the 1977 Fluor Executive Stock Plan,
the 1981 Fluor Executive Stock Plan and the 1982
Fluor Executive Stock Option Plan.
(r) "Restricted Stock" shall mean Stock that may be
awarded to an Eligible Employee by the Committee
pursuant to Article VI hereof, which is
nontransferable and subject to a substantial risk
of forfeiture until specific conditions are met.
Conditions may be based on continuing employment
or achievement of preestablished performance
objectives.
(s) "Return on Average Shareholders' Equity" shall
mean, for any fiscal year, the percentage amount
reported as "Return on Average Shareholders
Equity" in the "Highlights" section of the
Company's Annual Report to Stockholders for such
fiscal year.
(t) "Restricted Stock Agreement" shall mean the
agreement between the Company and the Awardee
with respect to Restricted Stock awarded
hereunder.
(u) "Rights" shall mean Stock Appreciation Rights
granted as provided herein.
(v) "Stock" shall mean the Common Stock of the
Company or, in the event that the outstanding
shares of Stock are hereafter changed into or
exchanged for shares of a different stock or
securities of the Company or some other
corporation, such other stock or securities.
(w) "Stock Appreciation Right" or "Right" shall
mean a right granted pursuant to Article VIII
hereof to receive a number of shares of Stock
or, in the discretion of the Committee, an
amount of cash or a combination of shares and
cash, based on the increase in the Fair Market
Value of the shares subject to the Right.
(x) "Stock Appreciation Rights Agreement" shall
mean the agreement between the Company and the
Grantee evidencing the grant of Rights as
provided herein.
(y) "Stock Option Agreement" shall mean the
agreement between the Company and the Optionee
under which the Optionee may purchase Stock
hereunder.
(z) "Stock Payment" shall mean a payment in shares
of Stock to replace all or any portion of the
compensation (other than base salary) that
would otherwise become payable to any
Eligible Employee of the Company.
(aa) "Subsidiary" shall mean any corporation, the
majority of the outstanding capital stock of
which is owned, directly or indirectly, by the
Company or any partnership or joint venture in
which either the Company or such a corporation
is at least a twenty percent (20%) equity
participant.
(bb) "Ten Year Treasury Yield" shall mean, for any
fiscal period, the daily average percent per
annum yield for U. S. Government Securities -
10 year Treasury constant maturities, as
published in the Federal Reserve statistical
release or any successor publication.
ARTICLE 11
GENERAL
Sec. 2.1 NAME
This Plan shall be known as the "1988 Fluor Executive Stock
Plan."
Sec. 2.2 PURPOSE
The purpose of the Plan is to advance the interests of
the Company and its stockholders by affording to Eligible
Employees of the Company and its Subsidiaries an opportunity to
acquire or increase their proprietary interest in the Company by
the grant to such employees of Options, Awards or Rights under
the terms set forth herein. By thus encouraging such employees
to become owners of Company shares and by granting such employees
with a form of cash incentive compensation which is measured by
the increase in market value of Company shares, the Company seeks
to motivate, retain and attract those highly competent
individuals upon whose judgment, initiative, leadership and
continued efforts the success of the Company in large measure
depends.
Sec. 2.3 EFFECTIVE DATE
The Plan shall become effective upon its approval by the
holders of a majority of the shares of Stock of the Company
represented at an annual or special meeting of the stockholders
of the Company.
Sec. 2.4 LIMITATIONS
Subject to adjustment pursuant to the provisions of
Section I 1. I hereof, the aggregate number of shares of Stock
which may either be issued as Awards, subject to Options or
issued pursuant to the exercise of Options, or reflected in
grants of Stock Appreciation Rights shall not exceed the sum of
(a) 5,500,000 plus (b) that number of shares represented by
options, awards or rights under Prior Plans which expire or are
otherwise terminated at any time after the original effective
date of this Plan. Any such shares may be either authorized and
unissued shares or shares issued and thereafter acquired by the
Company. No Eligible Employee may receive more than fifteen
percent (15%) of the aggregate number of shares of Stock which
may be issued as Awards, subject to Options or issued pursuant to
the exercise of Options or reflected in grants of Stock
Appreciation Rights.
Sec. 2.5 OPTIONS, AWARDS AND RIGHTS GRANTED UNDER PLAN
Shares of Stock with respect to which an Option granted
hereunder shall have been exercised, and shares of Stock received
pursuant to a Restricted Stock Agreement executed hereunder with
respect to which the restrictions provided for in Section 6.3
hereof shall have lapsed and shares of Stock reflected in a Stock
Appreciation Right, to the extent that such Right has become
exercisable, shall not again be available for Option, Award or
Rights grant hereunder. If Options or Rights granted hereunder
shall expire or terminate for any reason without being wholly
exercised, or if Restricted Stock is acquired by the Company
pursuant to the provisions of paragraph (c) of Section 6.3
hereof, new Options, Awards or Fights may be granted hereunder
covering the number of shares to which such Option or Rights
expiration or termination or Restricted Stock acquisition
relates.
ARTICLE III
PARTICIPANTS
Sec. 3.1 ELIGIBILITY
Any Eligible Employee shall be eligible to participate
in the Plan; provided, however, that no member of the Committee
shall be eligible to participate. The Committee may grant
Options, Awards or Rights to any Eligible Employee in accordance
with such determinations as the Committee from time to time in
its sole discretion shall make.
ARTICLE IV
ADMINISTRATION
Sec. 4.1 DUTIES AND POWERS OF COMMITTEE
The Plan shall be administered by the Committee.
Subject to the express provisions of the Plan, the Committee
shall have sole discretion and authority to determine from among
Eligible Employees those to whom and the time or times at which
Options, Rights or Awards may be granted, the number of shares of
Stock to be subject to each Option or Award, the number of Rights
to be awarded and the period for the exercise of such Option or
Rights which need not be the same for each grant hereunder.
Subject to the express provisions of the Plan, the Committee
shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to
it, to determine the details and provisions of each Stock Option
Agreement, Stock Appreciation Rights Agreement and Restricted
Stock Agreement, and to make all other determinations necessary
or advisable in the administration of the Plan.
Sec. 4.2 MAJORITY RULE
A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority present
at a meeting at which a quorum is present or any action taken
without a meeting evidenced by a writing executed by a majority
of the whole Committee shall constitute the action of the
Committee.
Sec. 4.3 COMPANY ASSISTANCE
The Company shall supply full and timely information to
the Committee on all matters relating to eligible employees,
their employment, death, retirement, disability or other
termination of employment, and such other pertinent facts as the
Committee may require. The Company shall furnish the Committee
with such clerical and other assistance as is necessary in the
performance of its duties.
ARTICLE V
OPTIONS
Sec. 5.1 OPTION GRANT AND AGREEMENT
Each Option granted hereunder shall be evidenced by minutes
of a meeting or the written consent of the Committee and by a
written Stock Option Agreement dated as of the date of grant and
executed by the Company and the Optionee, which Agreement shall
set forth such terms and conditions as may be determined by the
Committee consistent with the Plan.
Sec. 5.2 PARTICIPATION LIMITATION
The Committee shall not grant an Incentive Stock Option
to any employee for such number of shares of Stock that,
immediately after the grant, the total number of shares of Stock
owned or subject to Options exercisable by and/or Awards
outstanding in the hands of such employee (or by such persons
whose shares such employee is considered as owning pursuant to
the provisions of the second succeeding sentence) exceed ten
percent of the total combined voting power of all classes of
stock of the Company. This restriction does not apply if, at the
time such Incentive Stock Option is granted, the Incentive Stock
Option purchase price is at least 110% of the Fair Market Value
on the date of grant and the Incentive Stock Option by its terms
is not exercisable after the expiration of five (5) years from
the date of grant. For purposes of this Section 5.2, an employee
shall be considered as owning the stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the
whole or half blood), spouse, ancestors and lineal descendants;
and the stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be considered as
being owned proportionately by or for its shareholders, partners
or beneficiaries.
Sec. 5.3 OPTION PRICE
The purchase price of Stock under each Option will be
determined by the Committee but may not be less than the Fair
Market Value on the date of grant.
Sec. 5.4 OPTION PERIOD
Each Option granted hereunder must be granted within
ten years from the effective date of the Plan. The period for
the exercise of each Option shall be determined by the Committee,
but in no instance shall such period exceed ten years from the
date of grant of the Option.
Sec. 5.5 OPTION EXERCISE
(a) Options granted hereunder may not be exercised
unless and until the Optionee shall have been
or remained in the employ of the Company or its
Subsidiaries for one year from and after the
date such Option was granted, except as
otherwise provided in Section 5.7 hereof.
(b) Options may be exercised with respect to whole
shares only, for such shares of Stock and
within the period permitted for the exercise
thereof as determined by the Committee, and
shall be exercised by written notice of intent
to exercise the Option with respect to a
specified number of shares delivered to the
Company at its principal office in the State of
California, and payment in full to the Company
at said office of the amount of the Option
price for the number of shares of Stock with
respect to which the Option is then being
exercised. The purchase price may be paid
by the assignment and delivery to the Company
of shares of Stock or a combination of cash and
shares of Stock equal in value to the exercise
price. Any shares assigned and delivered to
the Company in payment or partial payment of
the purchase price will be valued at their Fair
Market Value on the exercise date.
(c) The Fair Market Value of the Stock at the date
of grant for which any employee may exercise
Incentive Stock Options in any calendar year
under the Plan (or any other stock option plan
of the Company adopted after December 31, 1986)
may not exceed $100,000.
Sec. 5.6 NONTRANSFERABILITY OF OPTION
No Option shall be transferred by an Optionee
otherwise than by a will or the laws of descent and
distribution. During the lifetime of an Optionee, the Option
shall be exercisable only by him.
Sec. 5.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT
(a) If, prior to a date one year from the date on
which an Option shall have been granted, the
Optionee's employment with the Company or its
Subsidiaries shall be terminated by the Company
or Subsidiary with or without cause, or by the
act of the Optionee, the Optionee's right to
exercise such Option shall terminate and all
rights thereunder shall cease; provided,
however, that if the Optionee shall die, retire
or become permanently and totally disabled, as
determined in accordance with applicable
Company personnel policies, or if the
Optionee's employment with the
Company or its Subsidiaries shall be terminated
within two years after a Change of Control of
the Company and such termination occurs prior
to a date one year from the date on which an
Option shall have been granted, such Option
shall become exercisable in full on the date of
such death, retirement, disability or
termination of employment.
(b) If, on or after one year from the date on which
an Option shall have been granted, an Optionee's
employment with the Company or its Subsidiaries shall
be terminated for any reason other than death,
retirement or permanent total disability, or within
two years following a Change of Control of the
Company, the Optionee shall have the right, during
the period ending three months after such
termination, to exercise such Option to the extent
that it was exercisable at the date of such
termination and shall not have been exercised,
subject, however, to the provisions of Section 5.4
hereof.
(c) Upon termination of an Optionee's employment
with the Company or its Subsidiaries by reason
of retirement or permanent total disability, as
determined in accordance with applicable
Company personnel policies, or within two years
following a Change of Control of the Company,
such Optionee shall have the right, during the
period ending three years after such
termination, to exercise his Option in full,
without regard to any installment exercise
provisions, to the extent that it shall not
have been exercised, subject, however, to the
provisions of Section 5.4 hereof.
(d) If an Optionee shall die (1) while in the employ
of the Company or its Subsidiaries,or (ii) within
three months after termination of employment where
such termination did not occur either by reason of
retirement or permanent total disability or within
two years following a Change of Control of the
Company, or (iii) within three years after
termination of employment where such termination
occurred either by reason of retirement or permanent
total disability or within two years following a
Change of Control of the Company, the executor or
administrator of the estate of the decedent or the
person or persons to whom an Option granted hereunder
shall have been validly transferred by the executor
or the administrator pursuant to a will or the laws
of descent and distribution shall have the right,
during the period ending three years after the date
of the Optionee's death, to exercise the Optionee's
Option (A) in full, without regard to any installment
exercise provisions, to the extent that it shall not
have been exercised, if the Optionee shall have died
while in the employ of the Company or its
Subsidiaries or within three years after termination
of employment where such termination occurred either
by reason of retirement or permanent total disability
or within two years following a Change of Control of
the Company, or (B), to the extent that it was
exercisable at the date of the Optionee's death and
shall not have been exercised, of the Optionee shall
have died within three months after termination
of employment where such termination did not occur by
reason of either retirement or permanent total
disability or within two years following a Change of
Control of the Company, subject, however, to the
provisions of Section 5.4 hereof.
(e) No transfer of an Option by the Optionee by a will
or by the laws of descent and distribution shall be
effective to bind the Company unless the Company
shall have been furnished with written notice thereof
and an authenticated copy of the will and/or such
other evidence as the Committee may deem necessary to
establish the validity of the transfer and the
acceptance by the transferee or transferees of the
terms and conditions of such Option.
Sec. 5.8 RIGHTS AS STOCKHOLDER
An Optionee or a transferee of an Option shall have no
rights as a stockholder with respect to any shares subject to
such Option prior to the purchase of such shares by exercise of
such Option as provided herein.
ARTICLE VI
AWARDS
Sec. 6.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT
The Committee may grant Awards of Restricted Stock to
Awardees. No Awards may be made during any fiscal year unless,
for the preceding fiscal year, Return on Average Shareholders'
Equity exceeded the Ten Year Treasury Yield by more than three
percentage points. Each Award granted hereunder must be granted
within ten years from the effective date of the Plan and shall be
evidenced by minutes of a meeting or the written consent of the
Committee. The Committee shall from time to time establish
various Award grade levels which shall set forth the maximum
number of shares which may be awarded annually to each Eligible
Employee in each grade level. The Committee shall have the sole
discretion and authority to make an Award to an Eligible Employee
of less than the maximum number of shares applicable to his
assigned grade level or to make no Award at all to any such
Eligible Employee. In no event shall the total number of shares
of Restricted Stock awarded to an Eligible Employee in any fiscal
year exceed 15,000. The Awardee shall be entitled to receive the
Stock subject to such Award only if the Company and the Awardee,
within 30 days after the date of the Award, enter into a written
Restricted Stock Agreement dated as of the date of the Award,
which Agreement shall set forth such terms and conditions as may
be determined by the Committee consistent with the Plan.
Sec. 6.2 CONSIDERATION FOR ISSUANCE
No shares of Restricted Stock shall be issued to an
Awardee hereunder unless and until the Committee shall have
determined that consideration has been received by the Company,
in the form of labor performed for or services actually rendered
to the Company by the Awardee, having a fair value of not less
than the then fair market value of a like number of shares of
Stock subject to all of the herein provided conditions and
restrictions applicable to Restricted Stock, but in no event less
than the par value of such shares.
Sec. 6.3 RESTRICTIONS ON SALE OR OTHER TRANSFER
Each share of Stock received pursuant to each
Restricted Stock Agreement shall be subject to acquisition by
Fluor Corporation, and may not be sold or otherwise transferred
except pursuant to the following provisions:
(a) The shares of Stock represented by the Restricted
Stock Agreement shall be held in book entry form with
the Company's transfer agent until the restrictions
lapse in accordance with the conditions established
by the Committee pursuant to Section 6.4 hereof, or
until the shares of stock are forfeited pursuant to
paragraph (c) of this Section 6.3. Notwithstanding
the foregoing, the Awardee may request that, prior to
the lapse of the restrictions or forfeiture of the
shares, certificates evidencing such shares be issued
in his name and delivered to him, and each such
certificate shall bear the following legend:
"The shares of Fluor Corporation common stock
evidenced by this certificate are subject to
acquisition by Fluor Corporation, and such shares may
not be sold or otherwise transferred except pursuant
to the provisions of the Restricted Stock Agreement
by and between Fluor Corporation and the registered
owner of such shares."
(b) No such shares may be sold, transferred or otherwise
alienated or hypothecated so long as such shares are
subject to the restriction provided for in this
Section 6.3.
(c) Unless the Committee in its discretion determines
otherwise, upon an Awardee's termination of
employment for any reason, all of the Awardee's
Restricted Stock remaining subject to
restriction shall be acquired by the Company
effective as of the date of such termination of
employment.
Sec. 6.4 LAPSE OF RESTRICTIONS
The restrictions imposed upon Restricted Stock under
Section 6.3 above will lapse in accordance with such conditions
as are determined by the Committee and set forth in the
Restricted Stock Agreement.
Sec. 6.5 RIGHTS AS STOCKHOLDER
Subject to the provisions of Section 6.3 hereof, upon
the issuance to the Awardee of Restricted Stock hereunder, the
Awardee shall have all the rights of a stockholder with respect
to such Stock, including the right to vote the shares and receive
all dividends and other distributions paid or made with respect
thereto.
ARTICLE VII
STOCK CERTIFICATES
Sec. 7.1 STOCK CERTIFICATES
The Company shall not be required to issue or deliver
any certificate for shares of Stock purchased upon the exercise
of any Option granted hereunder or any portion thereof, or
received as Restricted Stock pursuant to a Restricted Stock
Agreement executed hereunder, prior to fulfillment of all of the
following conditions:
(a) the admission of such shares to listing on all stock
exchanges on which the Stock is then listed;
(b) the completion of any registration or other
qualification of such shares under any federal or
state law or under the rulings or regulations of the
Securities and Exchange Commission or any other
governmental regulatory body, which the Committee
shall in its sole discretion deem necessary or
advisable;
(c) the obtaining of any approval or other clearance from
any federal or state governmental agency which the
Committee shall in its sole discretion determine to
be necessary or advisable; and
(d) the lapse of such reasonable period of time following
the exercise of the Option or the execution of the
Restricted Stock Agreement as the Committee from time
to time may establish for reasons of administrative
convenience.
ARTICLE VIII
GRANT AND EXERCISE OF RIGHTS
Sec. 8.1 RIGHTS GRANTS AND AGREEMENTS
The Committee may approve the grant of Rights related
or unrelated to Options, subject to the following terms and
conditions:
(a) A Stock Appreciation Right may be granted:
(i) at any time if unrelated to an Option;
(ii) only at the time of grant if related to an
Option.
(b) A Stock Appreciation Right grant in connection with
an Option will entitle the holder of the related
Option, upon exercise of the Stock Appreciation
Right, to surrender such Option, or any portion
thereof to the extent unexercised, with respect to
the number of shares as to which such Stock
Appreciation Right is exercised, and to receive
payment of an amount computed pursuant to Sec. 8. 1
(d). Such Option will, to the extent surrendered,
then cease to be exercisable,
(c) Subject to Section 8.1(g), a Stock Appreciation
Right granted in connection with an Option
hereunder will be exercisable at such time or
times, and only to the extent that a related Option
is exercisable, and will not be transferable except
to the extent that such related Option may be
transferable.
(d) Upon the exercise of a Stock Appreciation Right
related to an Option, the holder will be entitled
to receive payment of an amount determined by
multiplying:
(i) The difference obtained by subtracting
the purchase price of a share of Stock
specified in the related Option from the
Fair Market Value of a share of Stock on
the date of exercise of such Stock
Appreciation Right, by
(ii) The number of shares as to which such
Stock Appreciation Right has been
exercised.
(e) The Committee may grant Stock Appreciation Rights
unrelated to Options. Section 8.1(d) shall be used
to determine the amount payable at exercise under
such Stock Appreciation Right except that, in lieu
of the price specified in the related option, the
initial share value specified in the award, which
may not be less than the Fair Market Value on the
date of the award, shall be used.
(f) Payment of the amount determined under Section 8. 1
(d) or (e) may be made solely in whole shares of
Stock in a number determined at their Fair Market
Value on the date of exercise of the Stock
Appreciation Right or, alternatively, at the sole
discretion of the Committee, solely in cash or in a
combination of cash and shares as the Committee
deems advisable. If the Committee decides to make
full payment in shares of Stock, and the amount
payable results in a fractional share, payment for
the fractional share will be made in cash.
Notwithstanding the foregoing, payment of the
amount determined under Section 8. I (d) or (e)
shall be made solely in cash if the Awardee is an
"officer" of the Company for purposes of Section
16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(g) The Committee may, at the time a Stock Appreciation
Right is granted, impose such conditions on the
exercise of the Stock Appreciation Right as may be
required to satisfy the requirements of Rule 16b-3
of the Exchange Act (or any other comparable
provisions in effect at the time or times in
question). Without limiting the generality of the
foregoing, the Committee may determine that a Stock
Appreciation Right may be exercised only during the
period beginning on the third business day and
ending on the twelfth business day following the
publication of the Company's quarterly and annual
summarized financial data.
(h) The date of the grant shall be the date of such
Committee action. Each grant shall be evidenced by
minutes of a meeting or the written consent of the
Committee and by a written Stock Appreciation
Rights Agreement dated as of the date of the grant
and executed by the Grantee and the Company, which
Agreement shall set forth such terms and conditions
as may be determined by the Committee consistent
with the Plan.
Sec. 8.2 RIGHTS PERIOD
The period for the exercise of each Right granted hereunder
shall be determined by the Committee, but in no instance shall
such period exceed ten years from the date of grant.
Sec. 8.3 RIGHTS EXERCISE
(a) Rights granted hereunder may not be exercised
unless and until the Grantee shall have been or
remained in the employ of the Company or its
Subsidiaries for one year from and after the date
of grant of such Rights, except as otherwise
provided in Section 8.5 hereof.
(b) Rights granted hereunder may be exercised with
respect to whole Rights only, in such number as
determined by the Committee, and shall be exercised
by written notice of intent to exercise with
respect to a specified number of Rights delivered
to the Company at its principal office in the State
of California.
Sec. 8.4 NONTRANSFERABILITY OF RIGHTS
No Rights granted hereunder shall be transferred by a
Grantee otherwise than by a will or the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined by the Internal Revenue Code of 1986, as amended or
Title I of the Employee Retirement Income Security Act, or the
rules thereunder. During the lifetime of a Grantee, such Rights
shall be exercisable only by him.
Sec. 8. 5 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT
(a) If, prior to a date one year from the date on which
Rights shall have been granted, the Grantee's
employment with the Company or its Subsidiaries
shall be terminated by the Company or Subsidiary
with or without cause, or by the act of the
Grantee, the Grantee's right to exercise such
Rights shall terminate and all rights thereunder
shall cease; provided, however, that if the Grantee
shall die, retire, or become permanently and
totally disabled, as determined in accordance with
applicable Company personnel policies, or if the
Grantee's employment with the Company or its
Subsidiaries shall be terminated within two years
after a Change of Control of the Company and such
termination occurs prior to a date one year from
the date on which such Rights shall have been
granted, such Rights shall become exercisable in
full on the date of such death or disability.
(b) If, on or after one year from the date on which
Rights shall have been granted, a Grantee's
employment with the Company or its Subsidiaries
shall be terminated for any reason other than
death, retirement or permanent total disability, or
within two years following a Change of Control of
the Company, the Grantee shall have the right,
during the period ending three months after such
termination, to exercise such Rights to the extent
that they were exercisable at the date of such
termination and shall not have been exercised,
subject, however, to the provisions of Section 8.2
hereof.
(c) Upon termination of a Grantee's employment with the
Company or its Subsidiaries by reason of retirement
or permanent total disability, as determined in
accordance with applicable Company personnel
policies, or within two years following a Change of
Control of the Company, such Grantee shall have the
right, during the period ending three years after
such termination, to exercise his Rights in full,
without regard to any installment exercise
provisions, to the extent that they shall not have
been exercised, subject, however, to the provisions
of Section 8.2 hereof.
(d) If a Grantee shall die (i) while in the employ of the
Company or its Subsidiaries, or (ii) within three
months after termination of employment where such
termination did not occur either by reason of
retirement or permanent total disability or within
two years following a Change of Control of the
Company, or (iii) within three years after
termination of employment where such termination
occurred either by reason of retirement or permanent
total disability or within two years following
a Change of Control of the Company, the executor or
administrator of the estate of the decedent or the
person or persons to whom Rights granted hereunder
shall have been validly transferred by the executor
or the administrator pursuant to a will or the laws
of descent and distribution shall have the right,
during the period ending three years after the date
of the Grantee's death, to exercise the Grantee's
Rights (A) in full, without regard to any installment
exercise provisions, to the extent that they shall
not have been exercised, if the Grantee shall have
died while in the employ of the Company or its
Subsidiaries or within three years after termination
of employment where such termination occurred either
by reason of retirement or permanent total disability
or within two years following a Change of Control of
the Company, or (B) to the extent that they were
exercisable at the date of the Grantee's death
and shall not have been exercised, if the Grantee
shall have died within three months after termination
of employment where such termination did not occur by
reason of either retirement or permanent total
disability or within two years following a Change of
Control of the Company, subject, however, to the
provisions of Section 8.2 hereof.
(e) No transfer of Rights by a Grantee by a will or by
the laws of descent and distribution shall be
effective to bind the Company unless the Company
shall have been furnished with written notice
thereof and an authenticated copy of the will
and/or such other evidence as the Committee may
deem necessary to establish the validity of the
transfer and the acceptance by the transferee or
transferees of the terms and conditions of such
Rights.
Sec. 8.6 NO RIGHTS AS STOCKHOLDER
Nothing herein contained shall be deemed to give any Grantee
any rights as a stockholder of the Company.
ARTICLE IX
STOCK PAYMENT
Sec. 9.1 STOCK PAYMENT
The Committee may approve payments of Stock to any
Eligible Employee for all or any portion of the compensation
(other than base salary) that would otherwise become payable to
such Eligible Employee in cash.
ARTICLE X
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Sec. 10.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time, upon recommendation of the
Committee, terminate, and may at any time and from time to time
and in any respect amend or modify, the Plan, provided,
however, that no such action of the Board without approval of the
stockholders of the Company may:
(a) icrease the total number of shares of Stock
subject to the Plan except as contemplated in
Section I 1. I hereof,
(b) materially increase the benefits accruing to
participants under the Plan;
(c) withdraw the administration of the Plan from
the Committee; or
(d) permit any person while a member of the
Committee to be eligible to receive an Option,
Right or Restricted Stock under the Plan; and
provided further, that no termination,
amendment or modification of the Plan shall in
any manner affect any Stock Option Agreement,
Restricted Stock Agreement or Stock
Appreciation Rights Agreement theretofore
executed pursuant to the Plan without the
consent of such Optionee, Awardee or Grantee.
ARTICLE XI
MISCELLANEOUS
Sec. II.1 ADJUSTMENT PROVISIONS
(a) Subject to Section ll.l(b) below, if the outstanding
shares of Stock of the Company are increased,
decreased, or exchanged for a different number or
kind of shares or other securities, or if additional
shares or new or different shares or other securities
are distributed with respect to such shares of Stock
or other securities, through merger, consolidation,
sale of all or substantially all of the property of
the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split,
reverse stock split or other distribution with
respect to such shares of Stock or other securities,
an appropriate and proportionate adjustment may be
made in (i) the maximum number and kind of shares
provided in Section 2.4, (ii) the number and kind of
shares or other securities subject to the outstanding
Options, Awards and Grants, and (iii) the price for
each share or other unit of any other securities
subject to outstanding Options or Grants without
change in the aggregate purchase price or value
as to which such Options or Grants remain
exercisable.
(b) Adjustments under Section ll.l(a) will be made by
the Committee, whose determination as to what
adjustments will be made and the extent thereof
will be final, binding, and conclusive. No
fractional interests will be issued under the Plan
resulting from any such adjustments.
Sec. 11.2 CONTINUATION OF EMPLOYMENT
Nothing in the Plan or in any instrument executed
pursuant to the Plan will confer upon any Eligible Employee any
right to continue in the employ of the Company or any Subsidiary
or affect the right of the Company or any Subsidiary to terminate
the employment of any Eligible Employee at any time with or
without cause.
Sec. 11.3 COMPLIANCE WITH GOVERNMENT REGULATIONS
No shares of Stock will be issued hereunder unless and
until all applicable requirements imposed by federal and state
securities and other laws, rules, and regulations and by any
regulatory agencies having jurisdiction and by any stock
exchanges upon which the Stock may be listed have been fully met.
As a condition precedent to the issuance of shares of Stock
pursuant hereto, the Company may require the employee to take any
reasonable action to comply with such requirements.
Sec. 11.4 PRIVILEGES OF STOCK OWNERSHIP
No employee and no beneficiary or other person claiming
under or through such employee will have any right, title, or
interest in or to any shares of Stock allocated or reserved under
the Plan or subject to any Option, Right or Award except as to
such shares of Stock, if any, that have been issued to such
employee.
Sec. 11.5 WITHHOLDING
The Company may make such provisions as it deems
appropriate to withhold any taxes the Company determines it is
required to withhold in connection with any Option, Award or
Right. The Company may require the employee to satisfy any
relevant tax requirements before authorizing any issuance of
Stock to the employee. Such settlement may be made in cash or
Stock.
Sec. 11.6 NONTRANSFERABILITY
An Option, Award or Right may be exercised during the
life of the employee solely by the employee or the employee's
duly appointed guardian or personal representative. No Option,
Award or Right and no other right under the Plan, contingent or
otherwise, will be assignable or subject to any encumbrance,
pledge, or charge of any nature.
Sec. 11.7 OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other
stock option or incentive or other compensation plans in effect
for the Company or any Subsidiary, nor shall the Plan preclude
the Company from establishing any other forms of incentive or
other compensation for employees of the Company or any
Subsidiary.
Sec. 11.8 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and
assigns of the Company.
Sec. 11.9 SINGULAR, PLURAL, GENDER
Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the
feminine gender.
Sec. 1 1.10 HEADINGS, ETC., NO PART OF PLAN
Headings of Articles and Sections hereof are inserted
for convenience and reference; they constitute no part of the
Plan.