1996 FLUOR EXECUTIVE STOCK PLAN
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 Executive
Management Team of the Company and its Subsidiaries.
(i) ''ERISA'' shall mean the Employee Retirement Income Security Act of
1974, as amended.
(j) ''Executive Management Team'' 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.
(k) ''Fair Market Value'' shall mean the average of the highest price
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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.
(l) ''Incentive Stock Option'' shall mean an incentive stock option, as
defined under Section 422 of the Code and the regulations thereunder, to
purchase Stock.
(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 1996 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, the
1982 Fluor Executive Stock Option Plan and the 1988 Fluor Executive Stock
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) ''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.
(v) ''Stock Option Agreement'' shall mean the agreement between the
Company and the Optionee under which the Optionee may purchase Stock
hereunder.
(w) ''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
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otherwise become payable to any Eligible Employee of the Company.
(x) ''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.
(y) ''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 II
GENERAL
Sec. 2.1 NAME
This Plan shall be known as the ''1996 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 or
Awards under the terms set forth herein. By thus encouraging such
employees to become owners 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 10.1
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 shall not exceed the sum of (a) 4,000,000 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.
Sec. 2.5 OPTIONS AND AWARDS 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
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Stock Agreement executed hereunder with respect to which the restrictions
provided for in Section 6.3 hereof shall have lapsed, shall not again be
available for Option or Award grant hereunder. If Options 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 or
Awards may be granted hereunder covering the number of shares to which
such Option 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 while a member of the Committee. The Committee may grant
Options or Awards 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 or Awards may be granted, the number of
shares of Stock to be subject to each Option or Award and the period for
the exercise of such Option 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 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,
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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.
In no event shall the total number of shares of Stock subject to Options
granted hereunder to any Eligible Employee in any fiscal year exceed five
percent (5%) of the total number of shares authorized to be issued under
the Plan on the effective date of 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
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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 or pursuant to a qualified
domestic relations order as defined in the Code or Title I of ERISA.
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
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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 (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
state 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, if 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.
(f) The foregoing notwithstanding, the Committee may elect, in its sole
discretion, to make grants of Options which have provisions regarding the
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effect of death or other termination of employment which are different
than those set forth in paragraphs (a) through (d) of this Section 5.7,
provided that such provisions do not materially increase the benefits that
would otherwise accrue to an Optionee under paragraphs (a) through (d) of
this Section 5.7.
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
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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. Upon the occurrence or non-occurrence of such other events as
shall be determined by the Committee and specified in the Awardee's
Restricted Stock Agreement relating to any such Restricted Stock, all of
such Restricted Stock remaining subject to restriction shall be acquired
by the Company upon the occurrence or non-occurrence of such event.
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
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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
STOCK PAYMENT
Sec. 8.1 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 IX
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Sec. 9.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time, upon recommendation of the Committee,
terminate, and may at any time 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) increase the total number of shares of Stock subject to the Plan by
more than 10%, except as contemplated in Section 10.1 hereof;
(b) materially increase the benefits accruing to participants under the
Plan;
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(c) withdraw the administration of the Plan from the Committee; or
(d) permit any person while a member of the Committee to receive an
Option 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 or Restricted Stock Agreement
theretofore executed pursuant to the Plan without the consent of such
Optionee or Awardee.
ARTICLE X
MISCELLANEOUS
Sec. 10.1 ADJUSTMENT PROVISIONS
(a) Subject to Section 10.1(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 and Awards, and (iii)
the price for each share or other unit of any other securities subject to
outstanding Options without change in the aggregate purchase price or
value as to which such Options remain exercisable.
(b) Adjustments under Section 10.1(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. 10.2 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. 10.3 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 have
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
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such requirements.
Sec. 10.4 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 or Award except as to such shares of Stock, if any, that have been
issued to such employee.
Sec. 10.5 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 or Award. 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. 10.6 NONTRANSFERABILITY
An Option or Award 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 or Award 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. 10.7 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. 10.8 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and assigns of the
Company.
Sec. 10.9 SINGULAR, PLURAL; GENDER
Whenever used herein, nouns in the singular shall include the plural,
and the masculine pronoun shall include the feminine gender.
Sec. 10.10 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.
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