EXHIBIT 10.2
GENERAL MILLS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1984
As Amended Through June 27, 1994
GENERAL MILLS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1984, AS AMENDED
1. ADMINISTRATION OF THE PLAN
The Stock Option and Long-Term Incentive Plan of 1984 (the
"Plan") shall be administered by the Compensation Committee
(the "Committee") as from time to time appointed by the
Board of Directors (the "Board") from members of the Board
in accordance with the Certificate of Incorporation of
General Mills, Inc. (the "Corporation"). Subject to such
authority being granted to the Committee by the Board, the
Committee shall have full power and authority in the name of
and on behalf of the Corporation to construe and interpret
the Plan and the terms and conditions thereof, and to adopt
such rules and regulations for carrying out the purpose of
the Plan as it deems appropriate. Decisions of the Board
and/or Committee shall be final, conclusive and binding upon
all parties, including the Corporation, the stockholders and
the optionees.
2. PURPOSE OF THE PLAN
The purpose of this Plan is to attract and retain strong
management employees by rewarding certain officers and key
employees of the Corporation and its subsidiaries who are
primarily responsible for the management, growth and sound
development of the business of the Corporation.
3. COMMON STOCK SUBJECT TO THE PLAN
The shares of Common Stock to be issued upon the exercise of
a Stock Option shall be made available at the discretion of
the Board (or as such discretion may be delegated to the
Committee) from the authorized but unissued Common Stock of
the Corporation, from shares of Common Stock held in the
treasury of the Corporation, or from shares purchased on the
open market or otherwise.
Subject to the provisions of the next succeeding paragraph,
the aggregate number of shares for which Stock Options may
be granted under this Plan shall not exceed 2,000,000
shares, the aggregate number of shares for which Stock
Options may be granted in each fiscal year of the
Corporation under this Plan shall not exceed 750,000 shares,
and the aggregate number of shares for which Stock Options
may be granted to any one employee under this Plan shall not
exceed 36,000 shares in any fiscal year nor exceed 90,000
shares in total. If, prior to September 30, 1988, a Stock
Option granted under this Plan shall have terminated without
having been exercised in full (except where Non-Qualified
Stock Options are terminated as a result of a withdrawal
from an optionee's Performance Unit Account), the
unpurchased shares shall (unless this Plan shall have
terminated) become available for Stock Options to other
employees. No Stock Options may be granted under the Plan
after September 30, 1988.
The number of shares for which Stock Options may be granted
(in the aggregate, in any fiscal year, and as to any
individual), the number of shares subject to outstanding
Stock Options, and the price per share to be paid upon the
exercise of outstanding Stock Options shall be appropriately
adjusted by the Committee in the event that (i) the number
of outstanding shares of Common Stock of the Corporation
shall be changed by reason of split-ups, combinations or
reclassifications of shares, or (ii) any stock dividends are
distributed to the holders of Common Stock of the
Corporation, or (iii) the Common Stock of the Corporation is
converted into or exchanged for other shares as a result of
any merger or consolidation (including a sale of assets) or
other recapitalization.
4. STOCK OPTION PRICE
The purchase price under each Stock Option shall be
determined by the Committee, but shall not be less than one
hundred percent of the fair market value of the shares of
Common Stock of the Corporation subject to such Stock Option
on the date the Stock Option is granted. The fair market
value shall be determined in accordance with procedures
established by the Committee.
5. STOCK OPTION TERM AND TYPE
Stock Options may be granted for such terms as may be
determined by the Committee, but must expire no later than
the date the optionee leaves the employment of the
Corporation, subject to the provisions of Sections 14 and 15
hereof; provided, that Stock Options may not be granted for
a term exceeding ten (10) years and one (1) month.
The Committee shall determine whether stock option grants
will be Non-Qualified Stock Options governed by Section 83
of the Internal Revenue Code or Incentive Stock Options
governed by Section 422A of the Internal Revenue Code.
6. INCENTIVE STOCK OPTIONS
No optionee may be granted an Incentive Stock Option in any
calendar year to purchase more than $100,000 of stock of the
Corporation (determined by the fair market value of the
Corporation's Common Stock on the date of grant) provided,
that one-half of any unused portion of such amount may be
carried over for Incentive Stock Option grants to such
participant in any of the three succeeding years.
7. PERFORMANCE UNITS
At the time of the granting of Non-Qualified Stock Options,
the Corporation may grant corresponding Performance Units to
the optionee, up to a number of Performance Units equal to
the number of shares covered by the option.
In each fiscal year of the Corporation in which Performance
Units may be granted, the Committee shall establish goals
for (i) the compound growth in earnings per share ("EPS")
for the Corporation over three fiscal years (the
"Performance Period"), and (ii) the after-tax return on
average stockholder equity ("ROE") for the Corporation for
the final fiscal year of the Performance Period. The
Committee shall specify the Performance Unit values to be
earned at various actual rates of EPS growth and ROE. "EPS"
shall mean the Corporation's earnings from continuing
operations per common share and common share equivalent
(before extraordinary items) as reported in the
Corporation's financial statements included in the
Corporation's annual report for the final fiscal year of the
Performance Period. The compound growth rate in EPS shall
be calculated by comparing the EPS for the final fiscal year
of the Performance Period and the EPS for the fiscal year
immediately preceding the Performance Period. "ROE" shall
mean the Corporation's after-tax earnings, divided by its
average equity, which is the sum of beginning and ending
total stockholders' equity for such fiscal year divided by
two. EPS and ROE shall be subject to such adjustments as
may be determined by the Committee. An optionee shall have
no vested right to the value of a Performance Unit until the
end of the Performance Period.
A Performance Unit Account shall be established for each
optionee for each fiscal year in which Performance Unit
grants are made under the Plan. The value of the
Performance Units when determined shall be credited to the
optionee's Performance Unit Account, and such amount shall
thereafter earn interest at an annual rate determined by the
Committee; provided, that such interest rate shall not
exceed two-thirds of the Corporation's return on average
capital structure, defined as earnings after-tax plus after-
tax interest expense, divided by average capital structure.
"Average capital structure" is the sum of beginning and
ending stockholders' equity and interest bearing
obligations, both current and long-term, divided by two.
The optionee's Performance Unit Account shall be credited
with such interest at the end of each fiscal quarter of the
Corporation until (i) the amounts in the Performance Unit
Account are withdrawn by the optionee, or (ii) the
corresponding Non-Qualified Stock Options have been
exercised, and the value of such exercise (in accordance
with Section 13 hereof) has equaled or exceeded the amount
in the optionee's Performance Unit Account; provided, that
no interest shall be paid beyond the term of the
corresponding Non-Qualified Stock Option.
Performance Units may be granted for fiscal years commencing
May 28, 1984, and thereafter until September 30, 1988.
Accruals of the Performance Units (but not the accumulating
interest) shall be charged annually against the
Corporation's profit sharing fund established in accordance
with the resolution approved by the shareholders in 1933, as
amended in 1953 and 1968.
8. ELIGIBILITY OF OPTIONEES
Only persons who are officers or key employees of the
Corporation or a subsidiary shall be eligible to receive
Stock Options and Performance Units under this Plan.
Directors who are also active employees are eligible.
Neither the members of the Committee nor any member of the
Board who is not an active employee shall be eligible to
receive Stock Options or Performance Units under this Plan.
Subject to the terms, limitations, provisions and conditions
of the Plan, the Committee shall: (i) select the employees
to be granted Stock Options; (ii) determine whether Stock
Option grants will be Non-Qualified Stock Options or
Incentive Stock Options; (iii) determine the number of
shares covered by each Stock Option, subject to the limit on
the number of shares specified in Section 3 hereof that may
be granted to any one person; (iv) determine whether
Performance Units shall be granted with a Non-Qualified
Stock Option; (v) determine the time or times when Stock
Option grants will be made; (vi) determine the option price
of the shares subject to each Stock Option; (vii) determine
the time when each Stock Option may be exercised;
(viii) determine whether any of the shares issued in respect
of any Stock Option are to be restricted in any manner;
(ix) determine if any corresponding deposit of stock is
required, specifying the terms and conditions of such
deposit and any forfeiture of rights in the event of failure
to make or maintain such deposit; and (x) prescribe the
form, which shall be consistent with this Plan, of the
instruments evidencing any Stock Option or Performance Unit
granted under this Plan.
9. NON-TRANSFERABILITY OF STOCK OPTIONS AND PERFORMANCE
UNITS
No Stock Option or Performance Unit granted under this Plan
shall be transferable by the optionee otherwise than by the
optionee's Last Will and Testament or by the laws of descent
and distribution, and such Stock Option shall be exercised
and amounts in the Performance Unit Account withdrawn during
the optionee's lifetime only by the optionee.
10. EXERCISE OF STOCK OPTIONS
Except as provided in Sections 14, and 15, each Stock Option
granted under this Plan may be exercised only after one year
of continued employment with the Corporation or a subsidiary
(as defined in section 425(f) of the Internal Revenue Code)
immediately following the date the Stock Option is granted
and only during the continuance of the optionee's employment
with the Corporation or such subsidiary, and may be
exercised, subject to such overall limitations, only in such
annual installments, which shall be cumulative, as may be
determined by the Committee at the time of grant.
Subject to the provision of this Section 10, each Non-
Qualified Stock Option may be exercised in whole or, from
time to time, in part with respect to the number of shares
as to which it is then exercisable in any sequence desired
by the optionee without regard to the date of grant of other
Stock Options. No Incentive Stock Option shall be
exercisable by the optionee while there is outstanding,
within the meaning of section 422A(c)(7) of the Internal
Revenue Code, any Incentive Stock Option previously granted
to such optionee to purchase stock in the Corporation.
A person exercising a Stock Option shall give written notice
to the Corporation at its main executive offices of such
exercise and of the number of shares the optionee has
elected to purchase, and shall at the time of purchase
tender the full purchase price of the shares the optionee
has elected to purchase. Until the optionee has made such
payment and has had issued in the optionee's name a
certificate or certificates for the shares so purchased, the
optionee shall possess no stockholder rights with respect to
any such shares.
Subject to any applicable rule or regulation adopted by the
Committee, payment of such purchase price shall be made to
the Corporation (i) in cash (including check, draft or money
order made payable to the order of the Corporation); (ii)
through the delivery of shares of Common Stock owned by the
optionee; or (iii) by a combination of (i) and (ii) above.
The Common Stock so delivered shall have a value for
determining payment equal to the mean of the high and low
price of shares of the Common Stock on the New York Stock
Exchange on the date of exercise.
Upon the exercise of a Stock Option, the Corporation may, in
its discretion, retain all or a portion of the shares until
such time as the optionee delivers cash, a check, or a draft
or money order to the Corporation in an amount equal to all
Federal or State withholding taxes required to be collected
by the Corporation.
Notwithstanding the foregoing, to the extent permitted by
law and pursuant to such rules as the Committee may adopt,
an optionee may authorize the Corporation to satisfy any
such withholding requirement by directing the Corporation to
withhold from any shares to be issued, such number of shares
as shall be sufficient to satisfy the withholding
obligation.
11. EXERCISE OF STOCK OPTIONS IN CERTAIN EVENTS
Each outstanding Stock Option shall, except as provided in
the following clauses, become immediately and fully
exercisable if (i) any person (including a group as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934)
becomes, directly or indirectly, the beneficial owner of
twenty percent (20%) or more of the shares of the
Corporation entitled to vote for the election of directors;
(ii) as a result of or in connection with any cash tender
offer, exchange offer, merger or other business combination,
sale of assets or contested election, or combination of the
foregoing, the persons who were directors of the Corporation
just prior to such event shall cease to constitute a
majority of the Corporation's Board of Directors; or
(iii) the stockholders of the Corporation approve an
agreement providing for a transaction in which the
Corporation will cease to be an independent publicly-owned
corporation or a sale or other disposition of all or
substantially all of the assets of the Corporation occurs.
If any of the foregoing events specified in clauses (i),
(ii), or (iii) above occur, each outstanding Stock Option
shall be exercisable in full for a period of six months
following the date of occurrence of such event, and after
such period the normal provisions of the Plan pertaining to
vesting of Stock Options shall govern, or in the event any
optionee is terminated as an employee of the Corporation or
a subsidiary within two years of any of the events specified
in the foregoing clauses, any outstanding Stock Options at
the date of termination shall immediately vest and become
exercisable for a period of three months, provided, however,
that no Stock Option may become exercisable as a result of
such acceleration within one year of the date of its grant.
12. WITHDRAWAL OF AMOUNTS IN PERFORMANCE UNIT ACCOUNTS
The amount in an optionee's Performance Unit Account (plus
accrued interest) may be withdrawn only after the completion
of the Performance Period, provided the optionee has
remained in the employment of the Corporation for such time
period except as provided in Sections 14 and 15 hereof.
An optionee may thereafter withdraw amounts, which shall be
paid in cash, from the optionee's Performance Unit Account,
without regard to the date of the grant of the Performance
Units. An optionee withdrawing an amount from a Performance
Unit Account shall give written notice of such intent to
withdraw to the Corporation at its main executive offices.
For withdrawals related to Stock Options granted before
July 27, 1987, an optionee may give notice of a withdrawal
only during a period commencing with the beginning of the
third business day following the date of release by the
Corporation of quarterly or annual summary statements of
sales and earnings, and ending on the close of business on
the twelfth business day following such date.
For withdrawals related to Stock Options granted on or after
July 27, 1987 or withdrawals made pursuant to Sections 14
and 15, an optionee may give notice of a withdrawal on any
business day of the executive offices of the Corporation.
Subject to the approval of the Committee and any applicable
rule or regulation adopted by the Committee, an optionee may
elect to defer receipt until January 4, 1988 of any and all
cash withdrawals from his Performance Unit Account which the
optionee may make during calendar year 1987 in accordance
with the preceding paragraph by executing and filing a
deferred distribution agreement (in the form as provided by
the Corporation) with the Corporation. No further interest
on any such unpaid amounts shall accrue after the date of
receipt by the Corporation of the notice of an intended
withdrawal in accordance with the second paragraph of this
Section 12.
If a withdrawal from an optionee's Performance Unit Account
relating to Performance Units granted prior to July 27, 1987
results in less than twenty percent (20%) of the original
number of such optionee's corresponding Non-Qualified Stock
Options remaining outstanding, such optionee shall be
required to withdraw at the same time the full amount in his
Performance Unit Account, including accrued interest,
corresponding to such Non-Qualified Stock Options.
13. PERFORMANCE UNITS AND CORRESPONDING NON-QUALIFIED STOCK
OPTIONS
Upon a withdrawal from an optionee's Performance Unit
Account, the corresponding Non-Qualified Stock Options shall
terminate as to a number of shares of which the "appreciated
value" is equal to the amount withdrawn from the Performance
Unit Account. In the event the "appreciated value" equals a
fractional number of shares, the corresponding Non-Qualified
Stock Options shall terminate as to the next lower whole
number of shares. "Appreciated value" means the excess of
the fair market value of the Common Stock over the option
price.
Upon the exercise of a Non-Qualified Stock Option, the
optionee's corresponding Performance Unit Account shall be
decreased by the "appreciated value" on the date of such
exercise. However, neither of the preceding conditions
relating to the withdrawal from a Performance Unit Account
nor the exercise of a Non-Qualified Stock Option shall be a
limit to such withdrawal or exercise in the event either
exceeds the value of the other.
In the event a Non-Qualified Stock Option is exercised prior
to the completion of the Performance Period, the amount of
the "appreciated value" for the options exercised shall be
deducted at the end of the Performance Period from the
optionee's Performance Unit Account.
For Performance Units granted on or after July 27, 1987,
upon a withdrawal from an optionee's Performance Unit
Account consisting of any or all such Performance Units and
accrued interest thereon, the corresponding Non-Qualified
Stock Options shall terminate on a "one-for-one" basis.
Upon the exercise of Non-Qualified Stock Options granted on
or after July 27, 1987, the optionee's corresponding
Performance Unit Account shall be decreased on a
"one-for-one" basis by the value of the Performance Units,
including accrued interest, on the date of such exercise.
In the event Non-Qualified Stock Options granted on or after
July 27, 1987 are exercised prior to the completion of the
Performance Period, the corresponding Performance Units
shall not be valued and shall lapse on a "one-for-one" basis
as of the date of such exercise.
14. TERMINATION OF EMPLOYMENT
If an optionee ceases to be an employee of the Corporation
or a subsidiary, the optionee's Stock Options and right to
withdraw amounts in the Performance Unit Account shall
terminate after three (3) months, and all Performance Units
granted but not valued at the termination of employment
shall expire on the date of termination; provided that if
the optionee's employment with the Corporation or a
subsidiary, other than the employment of an optionee subject
to Section 16 of the Securities Exchange Act of 1934, is
terminated for the convenience of the Corporation, as
determined by the Committee, and, at the time of termination
the sum of the optionee's age and service with the
Corporation equals or exceeds 70, the Committee, in its sole
discretion, may permit any Stock Option previously granted
to any such optionee under the Plan to be exercised to the
full extent that such Stock Option could have been exercised
by such optionee immediately prior to the optionee's
termination and may permit such Stock Option to remain
exercisable until the earlier of (i) five years after the
date of termination or (ii) the expiration of the Stock
Option in accordance with its original term.
Notwithstanding the foregoing, (i) if the cessation of
employment is due to the optionee's death, the Stock Options
may be exercised or amounts in the Performance Unit Account
withdrawn to the extent and in the manner provided in
Section 15; (ii) if the cessation of employment is due to
the optionee's retirement with the consent of the
Corporation, the optionee may exercise a Stock Option
subject to the original term of the Stock Option, within
five years after the optionee shall so cease to be an
employee, including any Stock Option granted under the Plan
within the twelve (12) months preceding such retirement and,
provided further, with respect to Stock Option grants which
require the deposit by the optionee of optionee owned
Corporate Common Stock as a condition to obtaining rights,
any restrictions on the sale of shares issued in respect of
any such Stock Option shall cease; and (iii) if the
cessation of employment occurs within a twelve-month period
from the date a Stock Option was vested in the optionee by
the Committee at the date of grant for purposes of this
subsection, and is due to termination of the optionee's
employment by the Corporation after a change of control as
described in Section 11 hereof, any Stock Option which was
so vested shall become exercisable one year after the date
of grant for a period of three months and, provided further,
that with respect to Stock Option grants which require the
deposit by the optionee of optionee owned Corporation Common
Stock as a condition to obtaining rights, (a) said deposit
requirement shall be terminated as of the date of cessation
of employment and any such deposited stock shall be promptly
returned to the optionee, (b) the total amount of the grant
not previously forfeited or exercised shall be exercisable
as set forth in this subsection (iii), and (c) any
restrictions on the sale of shares issued in respect of any
such Stock Option shall cease. Performance Units granted
but not valued at the date of such retirement shall be
valued at the end of the Performance Period as provided in
Section 7. Such Performance Units may then be withdrawn in
a proportionate amount equal to the percentage of the
Performance Period completed to the date of such retirement.
In the event of such a retirement, the optionee may withdraw
amounts in the Performance Unit Account within such time
period as the corresponding Non-Qualified Stock Option could
have been exercised after the optionee's retirement.
If an optionee ceases to be an employee of the Corporation
or a subsidiary and the cessation of employment is due to
the cessation, transfer, or spin-off of a complete line of
business of the Corporation, the Committee, in its sole
discretion, may determine that (i) outstanding Stock Options
of such optionee shall immediately vest and become
exercisable, provided that no Stock Options may become
exercisable as a result of such acceleration within one year
of the date of grant; and (ii) the optionee may exercise a
Stock Option, subject to the original term of the Stock
Option, within two years after such optionee shall cease to
be an employee.
In the event an optionee is placed on an unpaid leave of
absence, such optionee's Stock Option and right to withdraw
amounts in the Performance Unit Account shall terminate,
unless the Committee shall otherwise determine, at the
expiration of three (3) months from the inception of the
said leave of absence and all Performance Units granted but
not valued at the inception of said leave of absence shall
expire on such date.
In the event an optionee is placed on an unpaid leave of
absence and retires with the consent of the Corporation
during such leave, and the Committee has determined not to
terminate, in accordance with the preceding paragraph, the
optionee's right to exercise a Stock Option, right to
withdraw amounts in the Performance Unit Account, or the
right to Performance Units granted but not valued at the
date of the inception of said leave of absence, such
optionee may exercise a Stock Option, subject to the
original term of the Stock Option, within five years after
the date of such retirement, including any Stock Option
granted under the Plan within the twelve (12) months
preceding such retirement, or withdraw amounts in the
Performance Unit Account within such time period as the
corresponding Stock Option could have been exercised after
the optionee's retirement. Performance Units granted but
not valued at the date of such retirement shall be valued at
the end of the Performance Period as provided in Section 7.
Such Performance Units may then be withdrawn in a
proportionate amount equal to the percentage of the
Performance Period completed to the date the optionee was
placed on the unpaid leave of absence.
Any question as to whether and when there has been a
cessation of employment or a retirement with the consent of
the Corporation shall be determined by the Committee, and
its determination of such questions shall be final.
15. DEATH OF OPTIONEE
If an optionee should die while in the employment of the
Corporation or a subsidiary, any Stock Option theretofore
granted to the optionee under this Plan may be exercised or
amounts in the Performance Unit Account withdrawn by the
person designated in such optionee's Last Will and Testament
or, in the absence of such designation, by the optionee's
estate, to the full extent that such Stock Option could have
been exercised or amounts in the Performance Unit Account
withdrawn by such optionee immediately prior to the
optionee's death, provided the Stock Option is so exercised
within two years of the optionee's death, and the amounts in
the Performance Unit Account are withdrawn within three (3)
months of the optionee's death.
Performance Units granted but not valued at the date of the
optionee's death shall be valued at the end of the
Performance Period as provided in Section 7. Such
Performance Units may then be withdrawn in a proportionate
amount equal to the percentage of the Performance Period
completed to the date of the optionee's death. Such amounts
must be withdrawn by the designated person or estate from
the Performance Unit Account within three (3) months of such
valuation.
With respect to Stock Option grants which require the
deposit by the optionee of optionee owned Corporation Common
Stock as a condition to obtaining rights, in the event an
optionee should die while in the employment of the
Corporation or a subsidiary, said Stock Options may be
exercised as provided in the first paragraph of this Section
15, subject to the following special conditions: (i) any
restrictions on the sale of shares issued in respect of any
such Stock Option shall cease, (ii) any optionee owned
Corporation Common Stock deposited by the optionee pursuant
to said grant shall be promptly returned to the person
designated in such optionee's Last Will and Testament or, in
the absence of such designation, to the optionee's estate,
and all requirements regarding deposit by the optionee shall
be terminated, and (iii) the amounts of the Stock deemed to
be exercisable immediately prior to the optionee's death
shall be as follows: (a) zero, if the date of death is less
than one year after the date of the grant; (b) one-third, if
the date of death is one year after the date of the grant;
(c) two-thirds, if the date of death is two years after the
date of the grant; and (d) total amount, if the date of
death is three years after the date of the grant.
16. AMENDMENTS TO PLAN
The Committee may from time to time prescribe, amend and
rescind rules and regulations relating to the Plan and,
subject to the approval of the Board, may at any time
terminate, modify or suspend the operation of the Plan;
provided that no such modification shall, without the
approval of the stockholders:
(i) increase the maximum number of shares as to
which Stock Options may be granted under this Plan
either in the aggregate, for any fiscal year or to
any one person, except as permitted by Section 3;
(ii) permit the granting of any Stock Option under
this Plan at a purchase price less than one hundred
percent of the fair market value (determined as
provided in Section 4) of the shares of common stock
subject to such Stock Option at the date of the
grant;
(iii) shorten the period which must elapse between the
granting of a Stock Option and the first
accrual of rights to exercise such Stock Option;
(iv) permit the exercise of a Stock Option unless
full payment for the shares as to which the Stock
Option is exercised is made at the time of exercise;
(v) extend the term of a Stock Option after the grant
of such Stock Option; or
(vi) expand the class of employees eligible to receive
Stock Options.
The Board of Directors shall have authority to cause the
Corporation at its expense to take any action related to the
Plan which may be required to comply with the provisions of
the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the rules and
regulations prescribed by the Securities and Exchange
Commission.
17. EFFECTIVE DATE
This Plan shall become effective as of October 1, 1983,
subject to the approval of the shareholders of the
Corporation at the Annual Meeting on September 26, 1983, and
shall expire (unless terminated earlier) as of September 30,
1988.
18. SECTION 16 OFFICERS
With respect to persons subject to Section 16 of the
Securities Exchange Act of 1934 ("1934 Act"), transactions
under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934
Act. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed
advisable by the Committee.
Adopted by the shareholders on September 26, 1983
Amended June 25, 1984, July 22, 1985, October 28, 1985, June 23,
1986, February 23, 1987, March 1, 1987, July 27, 1987, December 14,
1987, and July 25, 1988, June 1, 1992 and June 27, 1994