Exhibit 10(a)
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1996 STOCK INCENTIVE PLAN
I. ESTABLISHMENT OF THE PLAN.
The Interpublic Group of Companies, Inc. (hereinafter
called the "Corporation") hereby establishes The Interpublic
Group of Companies, Inc. 1996 Stock Incentive Plan
(hereinafter called the "Plan"), subject to the terms and
conditions hereinafter stated.
II. PURPOSES OF THE PLAN.
The purposes of the Plan are:
(A) To encourage stock ownership by key employees of
the Corporation and its Subsidiaries so that they will have
a proprietary interest in the Corporation;
(B) To provide an incentive for such employees to
expand and improve the growth and prosperity of the
Corporation and its Subsidiaries; and
(C) To assist the Corporation and its Subsidiaries in
attracting and retaining key employees.
III. DEFINITIONS.
Unless the context clearly indicates otherwise, the
following terms, when used in the Plan, shall have the
meanings set forth in this Article III. Wherever used in
the Plan, words in the masculine gender shall be deemed to
refer to females as well as to males; words in the singular
number shall be deemed to refer also to the plural number;
and references to a statute or statutory provision shall be
construed as if they referred also to that provision (or to
a successor provision of similar import) as currently in
effect, as amended or as reenacted.
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(a) "Award" means an Option or one or more Restricted
Shares granted under the Plan. Unless the context clearly
indicates otherwise, the term "Award" shall include both
Options and Restricted Shares.
(b) "Board" means the Board of Directors of the
Corporation.
(c) "Change of Control" means the occurrence of any of
the following events:
(i) Any person (within the meaning of Sections
13(d) and 14(d) of the Securities Exchange Act of 1934
(the "1934 Act")), other than the Corporation or any of
its Subsidiaries, becomes the beneficial owner (within
the meaning of Rule 13d-3 under the 1934 Act) of thirty
percent (30%) or more of the combined voting power of
the Corporation's then outstanding voting securities;
or
(ii) A tender offer or exchange offer (other than
an offer by the Corporation), pursuant to which shares
of the Corporation's Common Stock were purchased,
expires; or
(iii) The stockholders of the Corporation approve
an agreement to merge or consolidate with another
corporation and the surviving corporation is neither
the Corporation nor a corporation that was, prior to
the merger or consolidation, a subsidiary of the
Corporation; or
(iv) The stockholders approve an agreement
(including a plan of liquidation) to sell or otherwise
to dispose of all or substantially all of the
Corporation's assets; or
(v) During any period of two consecutive years,
individuals who, at the beginning of such period,
constituted the Board of Directors of the Corporation
cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for the
election by the Corporation's stockholders of each new
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director was approved by a vote of at least two-thirds
of the directors then still in office who were
directors at the beginning of the period.
(d) "Committee" means the committee established by the
Board pursuant to Article IV hereof.
(e) "Common Stock" means shares of the Corporation's
$.10 par value common stock.
(f) "Corporation" means The Interpublic Group of
Companies, Inc.
(g) "Disability" means a condition that, in the
judgment of the Committee, has rendered a Grantee completely
and presumably permanently unable to perform any and every
duty of his or her regular occupation.
(h) "Employee" means any common-law employee of the
Corporation or Subsidiary, including an employee who is a
director or officer.
(i) "Grantee" means an individual to whom an Award is
granted under the Plan.
(j) "Option" means a right granted to purchase Common
Stock under the Plan.
(k) "Plan" means The Interpublic Group of Companies,
Inc. 1996 Stock Incentive Plan, as set forth herein and as
amended from time to time.
(l) "Restricted Shares" means shares of Common Stock
granted pursuant to Article IX hereof and subject to the
restrictions and other terms and conditions set forth in the
Plan and in the instrument evidencing the grant of the
Restricted Shares.
(m) "Restriction Period" means a period beginning on
the date on which Restricted Shares are granted and ending
at the expiration of (i) four years from that date or (ii)
any other date determined by the Committee in its discretion
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that occurs no sooner than one year from the date on which
the Restricted Shares are granted. The Committee may
exercise its discretion pursuant to clause (ii) of the
preceding sentence from time to time, either before or after
the Restricted Shares are granted, and may exercise its
discretion with respect to one or more Grantees but not with
respect to others and with respect to certain Restricted
Shares held by a Grantee but not with respect to others;
provided, that after the Restricted Shares have been
granted, the Committee may not defer the expiration of the
Restriction Period applicable to such Restricted Shares.
(n) "Retirement" means retirement from the Corporation
or a Subsidiary pursuant to the provisions of the
Interpublic Retirement Account Plan (or, if applicable, the
provisions of a pension plan of a Subsidiary), as amended
from time to time.
(o) "Subsidiary" means a subsidiary of the Corporation
that meets the definition of a "subsidiary corporation" in
Section 424(f) of the Internal Revenue Code of 1986, as
amended.
IV. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by a committee (the
"Committee") of at least two directors each of whom is a
"disinterested person" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended.
Members of the Committee shall be appointed by and shall
serve at the pleasure of the Board. No member of the
Committee shall be eligible to receive an Award under the
Plan.
The Committee shall have and may exercise all of the
powers granted to it by the provisions of the Plan. Subject
to the express provisions and limitations of the Plan, the
Committee may adopt such rules, regulations, and procedures
as it deems advisable for the conduct of its affairs, and
may appoint one of its members to be its chairman and any
person, whether or not a member, to be its secretary or
agent. The Committee shall have full authority to direct
the proper officers of the Corporation to issue or transfer
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shares of the Corporation's Common Stock pursuant to the
exercise of an Option granted under the Plan or in
connection with the grant of Restricted Shares under the
Plan.
The Committee shall act by vote or written consent of a
majority of its members. The decisions of the Committee
shall be final and binding unless otherwise determined by
the Board. Each member of the Committee and each member of
the Board shall be without liability, to the fullest extent
permitted by law, for any action taken or determination made
in good faith in connection with the Plan.
V. CAPITAL STOCK SUBJECT TO AWARDS.
A. Shares Available Under the Plan.
The aggregate number of shares of Common Stock that may
be issued pursuant to Awards granted under the Plan shall
not exceed 25,000,000, which number of shares is subject to
adjustment as hereinafter provided in Article XI. Shares of
Common Stock issued pursuant to Awards shall be provided
from shares in the Corporation's treasury or from shares
authorized but unissued. If an Option as to any shares is
surrendered before exercise, or expires or terminates for
any reason without having been exercised in full, or for any
other reason ceases to be exercisable, the number of
unpurchased shares covered thereby shall become available
for the granting of Awards under the Plan (unless the Plan
has been terminated) within the aggregate maximum stated
above. Similarly, if any shares of Common Stock are
returned to the Corporation pursuant to Paragraph B of
Article IX or pursuant to restrictions set forth in the
instrument evidencing the grant of Restricted Shares, such
shares shall become available for the granting of Awards
under the Plan (unless the Plan has been terminated) within
the aggregate maximum stated above.
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B. Limitations On Awards.
During the term of the Plan, Awards of Restricted
Shares and Awards of Options to any Grantee shall not exceed
in the aggregate 3,750,000 shares of Common Stock.
During the term of the Plan, no more than forty percent
(40%) of the shares of Common Stock reserved for issuance
under Paragraph A of this Section V shall be available for
Awards of Restricted Shares.
VI. ELIGIBILITY.
The individuals eligible to receive Awards shall be
those Employees who are not members of the Committee and who
are determined by the Committee to be key employees of the
Corporation and its Subsidiaries.
VII. DESIGNATION OF GRANTEES.
Subject to the provisions of the Plan, the Committee
shall determine from time to time which of those eligible
Employees will be granted Awards under the Plan, how many
shares of Common Stock may be purchased under each Option,
and how many Restricted Shares may be granted pursuant to
each grant of Restricted Shares. In making such
determinations, the Committee shall take into account the
duties and responsibilities of each Employee, his or her
present and potential contributions to the growth and
success of the Corporation or of a Subsidiary, and such
other factors as the Committee shall deem consistent with
the purposes of the Plan. The Committee shall not be
precluded from granting an Award to any eligible Employee
solely because such Employee has previously received an
Award under the Plan. With respect to grants of Options to
acquire 10,000 or fewer shares of Common Stock of the
Corporation, and with respect to awards of not more than
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3,000 Restricted Shares, the Corporation's Management Human
Resources Committee may exercise the powers of the Committee
set forth in this Article, in the first paragraph of
Paragraph D of Article VIII, and in the first sentence only
of Section (m) of Article III, provided that no Option may
be granted or Restricted Shares awarded by the Management
Human Resources Committee to an individual who is subject to
Section 16 of the Securities Exchange Act of 1934, as
amended.
VIII. TERMS OF OPTIONS.
Each Option granted under the Plan shall state that it
shall not be treated as an incentive stock option for
purposes of Section 422 of the Internal Revenue Code of
1986, as amended from time to time, or any successor
provision, and shall be subject to the following terms and
conditions:
A. Number of Shares and Option Price.
Each Option shall state the total number of shares of
Common Stock to which it pertains. The purchase price for
shares subject to the Option shall be not less than one
hundred percent (100%) of the fair market value of the
Common Stock of the Corporation at the time such Option is
granted.
B. Duration of Option.
No Option shall be exercisable after the expiration of
ten years from the date on which it is granted, or of such
shorter term as the Committee may establish for any or all
shares subject to such Option. Except as provided in this
Paragraph B, an Option shall terminate on the date on which
the Grantee ceases to be employed by the Corporation or a
Subsidiary.
If a Grantee ceases to be employed by the Corporation
or a Subsidiary owing to his or her Disability or
Retirement, he or she may, at any time within three years
after his or her employment ceases, exercise any Option to
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the extent that he or she was entitled to exercise it on the
date his or her employment ceased; but in no event shall any
Option be exercisable after the expiration of the term of
the Option established in accordance with the first sentence
of this Paragraph B.
If a Grantee dies while in the employ of the
Corporation or a Subsidiary (or if he or she dies within
three years after he or she has ceased to be employed by the
Corporation or a Subsidiary owing to his or her Disability
or Retirement), and the Grantee has not fully exercised all
of his or her Options at the time of his or her death, his
or her personal representative, or those persons who receive
the Options by bequest or inheritance, shall have the right,
during the one-year period following his or her death, to
exercise such Options. An Option shall be exercisable
during such one-year period only for that number of shares,
if any, that the Grantee could have purchased under such
Option on the date of his or her death. In no event shall
any Option be exercisable after the expiration of the term
of the Option established in accordance with the first
sentence of this Paragraph B.
If a Grantee ceases to be employed by the Corporation
or a Subsidiary owing to his or her Disability or
Retirement, or if a Grantee dies while in the employ of the
Corporation or a Subsidiary, the Committee may provide, on a
case by case basis, for the exercise of all or part of any
Option held by the Grantee, whether or not he or she was
entitled to exercise it on the date that his or her
employment ceased or death occurred; provided, however, that
no such determination shall permit an Option to be exercised
within one year following its grant.
C. Nonassignability.
Options shall not be transferable other than by will or
by the laws of descent and distribution. During a Grantee's
lifetime, Options shall be exercisable only by such Grantee.
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D. Limitations on Exercise of Options.
An Option may not be exercised in whole or in part
during the twelve-month period commencing with the date on
which it was granted; thereafter it shall become exercisable
on such schedule as is determined by the Committee at the
time of the grant or as otherwise provided by the Plan.
At the time an Option is granted or at any time
thereafter, the Committee may stipulate that, if a Change of
Control occurs, the limitations set forth above in this
Paragraph D shall lapse with respect to such Option, and
that such Option shall be immediately exercisable.
To the extent that any portion of an Option has become
exercisable, it may thereafter be exercised at any time
prior to the expiration or earlier termination of the
Option. Notwithstanding the foregoing, no Option shall be
exercisable by a Grantee at a time when the Grantee is not
employed by the Corporation or by a Subsidiary except to the
extent permitted by Paragraph B of this Article.
E. Manner of Exercise.
Subject to the provisions of Paragraph D of this
Article, an Option may be exercised at one time or from time
to time, except that each partial exercise of an Option
shall be for 50 shares or a multiple thereof, or, if fewer
than 50 shares remain outstanding under the Option, for all
the remaining shares. The procedures for exercise shall be
set forth in the written Option certificate provided for in
Paragraph I of this Article.
F. Payment for Shares.
Payment in full of the purchase price for the shares
purchased pursuant to the exercise of any Option shall be
made in cash upon exercise of the Option. All shares sold
under the Plan pursuant to the exercise of an Option shall
be fully paid and nonassessable.
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G. Payment of Withholding Taxes.
Payment in full of any federal, state, or local taxes
of any kind required by law to be withheld with respect to
the exercise of the Option shall be made to the Corporation
in cash upon exercise of the Option. A Grantee may
irrevocably elect to have any withholding tax obligation
satisfied by (i) having the Corporation withhold shares
otherwise deliverable to the Grantee with respect to the
exercise of the Option, or (ii) delivering to the
Corporation shares received upon the exercise of the Option
or delivering to the Corporation other shares of Common
Stock; provided, that the Committee may, in its sole
discretion, disapprove any such election.
H. Voting and Dividend Rights.
No Grantee of an Option shall have any voting or
dividend rights or any other rights of a stockholder with
respect to any shares of Common Stock covered by an Option
before he or she exercises the Option with respect to such
shares and his or her name is recorded on the Corporation's
stockholder ledger as the holder of record of such shares.
I. Option Certificates.
The proper officers of the Corporation shall execute
and deliver written Option certificates, which shall contain
such provisions as are expressly provided herein and such
additional provisions as the Committee in each instance
shall deem appropriate and not inconsistent with any of the
express provisions of the Plan.
IX. RESTRICTED SHARES.
Each Restricted Share granted under the Plan shall be
subject to the following terms and conditions, and to such
additional terms and conditions as the Committee shall deem
appropriate; provided that none of these additional terms
and conditions shall be more favorable to a Grantee than the
terms and conditions set forth herein.
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A. Rights with Respect to Shares.
A Grantee to whom Restricted Shares have been granted
shall have absolute ownership of such shares, including the
right to vote the same and to receive dividends thereon,
subject, however, to the terms, conditions, and restrictions
described in the Plan and in the instrument evidencing the
grant of the Restricted Shares to such Grantee. The
Grantee's absolute ownership shall become effective only
after he or she has received a certificate or certificates
for the number of shares of Common Stock awarded, or after
he or she has received notification that such certificate or
certificates are being held in custody for him or her.
B. Restrictions.
Until the restrictions set forth in this Paragraph B
shall lapse pursuant to Paragraph C or D of this Article IX,
Restricted Shares shall be subject to the following
conditions:
(i) Restricted Shares shall not be sold, assigned,
transferred, pledged, hypothecated, or otherwise disposed
of; and
(ii) If the Grantee ceases to be an Employee for any
reason, except as provided in Paragraph D of the Article,
any Restricted Shares that had been delivered to, or held in
custody for, the Grantee shall be returned to the
Corporation forthwith, and all the rights of the Grantee
with respect to such shares shall immediately terminate
without any payment of consideration by the Corporation. If
the Grantee's interest in the Restricted Shares shall be
terminated pursuant to this clause (ii), he or she shall
forthwith deliver to the Secretary or any Assistant
Secretary of the Corporation the certificates for such
shares, accompanied by such instrument of transfer as may be
required by the Secretary or any Assistant Secretary of the
Corporation.
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C. Lapse of Restrictions.
Except as provided below with respect to a Change of
Control and as set forth in Paragraph D hereof, the
restrictions set forth in Paragraph B hereof, shall lapse at
the end of the Restriction Period.
At the time Restricted Shares are granted or at any
time thereafter, the Committee may stipulate that the
restrictions set forth in Paragraph B hereof shall lapse
with respect to such Restricted Shares if a Change of
Control occurs.
D. Termination of Employment.
Any provision of Paragraph B hereof to the contrary
notwithstanding, if a Grantee has been in the continuous
employment of the Corporation or of any Subsidiary for more
than one year from the date on which one or more Restricted
Shares were granted to him or her and if such Grantee shall
die or incur a Disability while so employed, then the
restrictions set forth in Paragraph B shall lapse on the
date of the Grantee's death or Disability with respect to a
fraction of the Restricted Shares awarded to such Grantee.
The numerator of the fraction shall be the number of months
that have elapsed since the Restricted Shares were granted,
and the denominator of the fraction shall be the number of
months in the Restriction Period; provided that in the case
of a fractional month, a period of 15 days or more shall be
treated as a full month, and a period of less than 15 days
shall be disregarded.
Any provision of Paragraph B hereof to the contrary
notwithstanding, if a Grantee has been in the continuous
employment of the Corporation or of any Subsidiary for more
than one year from the date on which one or more Restricted
Shares were granted to him or her, and if the employment of
the Grantee by the Corporation or of any Subsidiary shall
terminate for any reason, then the Management Human
Resources Committee of the Corporation may, but is not under
any obligation to, recommend to the Committee that the
restrictions set forth in Paragraph B should lapse. The
Committee in its sole discretion may provide, on a
case-by-case basis, that the restrictions set forth in
Paragraph B shall lapse.
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E. Agreement by Grantee Regarding Withholding Taxes.
Each Grantee who receives one or more Restricted Shares
shall agree that, subject to the provisions of Paragraph B
hereof:
(i) No later than the date of the lapse of the
restrictions set forth in Paragraph B hereof (and any
additional restrictions set forth in the instrument
evidencing the grant of the Restricted Shares) he or she
will pay to the Corporation, or make arrangements
satisfactory to the Committee regarding payment of, any
federal, state, or local taxes of any kind required by law
to be withheld with respect to the Restricted Shares, and
(ii) The Corporation and its Subsidiaries shall, to
the extent permitted by law, have the right to deduct from
any payments of any kind otherwise due to the Grantee any
federal, state, or local taxes of any kind required by law
to be withheld with respect to the Restricted Shares.
A Grantee may irrevocably elect to have any withholding
tax obligation satisfied by (a) having the Corporation
withhold shares otherwise deliverable to the Grantee in
connection with the grant of Restricted Shares, or (b)
delivering to the Corporation such Restricted Shares or
delivering to the Corporation other shares of Common Stock;
provided, that the Committee may, in its sole discretion,
disapprove any such election.
F. Tax Assistance Payments.
When the restrictions set forth in Paragraph B hereof,
or in the instrument evidencing the grant of the Restricted
Shares, lapse, the Committee may, in its discretion, direct
the Corporation to make cash payments to assist the Grantee
in satisfying his federal income tax liability with respect
to the Restricted Shares. Such payments may be made only to
those Grantees whose performance the Committee determines to
have been fully satisfactory between the date on which the
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Restricted Shares were granted and the date on which such
restrictions lapse. The Committee may, in its discretion,
estimate the amount of the federal income tax in accordance
with methods or criteria uniformly applied to Grantees
similarly situated, without regard to the individual
circumstances of a particular Grantee.
G. Election to Recognize Gross Income in Year of Grant.
If a Grantee properly elects, within 30 days of the
date of grant of a Restricted Share, to include in gross
income for federal income tax purposes an amount equal to
the fair market value of the shares of Common Stock awarded
on the date of grant, he or she shall make arrangements
satisfactory to the Committee to pay in the year of such
grant any federal, state, or local taxes required to be
withheld with respect to such shares. If he or she shall
fail to make the payments, the Corporation and its
Subsidiaries shall, to the extent permitted by law, have the
right to deduct from any payments of any kind otherwise due
to the Grantee any federal, state, or local taxes of any
kind required by law to be withheld with respect to such
shares of Common Stock.
H. Restrictive Legends; Certificates May be Held in
Custody.
Certificates evidencing Restricted Shares shall bear an
appropriate legend referring to the terms, conditions, and
restrictions described in the Plan and in the instrument
evidencing the grant of the Restricted Shares. Any attempt
to dispose of such Restricted Shares in contravention of the
terms, conditions, and restrictions described in the Plan or
in the instrument evidencing the grant of the Restricted
Shares shall be ineffective. The Committee may enact rules
that provide that the certificates evidencing such shares
may be held in custody by a bank or other institution, or
that the Corporation may itself hold such shares in custody,
until the restrictions thereon shall have lapsed.
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I. Foreign Laws.
Notwithstanding any provisions of the Plan to the
contrary, including but not limited to Articles VI and VII
and Paragraphs A and B(i) of Article IX, if Restricted
Shares are to be awarded to a Grantee who is subject to the
laws, including but not limited to the tax laws, of any
country other than the United States, the Committee may, in
its discretion, direct the Corporation to sell, assign, or
otherwise transfer the Restricted Shares to a trust or other
entity or arrangement, rather than grant the Restricted
Shares directly to the Grantee, in order to comply with such
laws or to assure that the Grantee qualifies for tax
treatment that is comparable to the tax treatment accorded
to the recipients of Restricted Shares by the tax laws of
the United States or for tax treatment that is made
available by the laws of such country.
X. COMPLIANCE WITH LAW AND OTHER CONDITIONS.
A. Restrictions on Grant of Awards.
The listing on the New York Stock Exchange or the
registration or qualification under any federal or state law
of any shares of Common Stock to be awarded or sold pursuant
to Awards may be necessary or desirable as a condition of or
in connection with such Awards (in order to permit the
exercise of Options, the awarding of Restricted Shares, or
the resale or other disposition of any shares of Common
Stock by or on behalf of the Grantees). If the Board in its
sole discretion determines that such listing, registration,
or qualification is necessary or desirable, delivery of the
certificates for such shares of Common Stock shall not be
made until such listing, registration, or qualification
shall have been completed. The Corporation agrees that it
will use its best efforts to effect any such listing,
registration, or qualification; provided, however, that the
Corporation shall not be required to use its best efforts to
effect such registration under the Securities Act of 1933
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other than by providing the information called for by Form
S-3 and Form S-8, as presently in effect, or such other
forms as may be in effect from time to time calling for
information comparable to that presently required to be
furnished under Form S-3 and Form S-8.
B. Restrictions on Resale of Unregistered Shares.
If the shares of Common Stock that have been awarded or
sold to a Grantee pursuant to the terms of the Plan are not
registered under the Securities Act of 1933, as amended,
pursuant to an effective registration statement, such
Grantee may be required, if the Committee shall deem it
advisable, to agree in writing (i) that any shares of Common
Stock acquired by such Grantee pursuant to the Plan will not
be sold except pursuant to an effective registration
statement under the Securities Act of 1933, as amended, or
pursuant to an exemption from registration under said Act,
and (ii) that such Grantee is acquiring such shares of
Common Stock for his or her own account and not with a view
to the distribution thereof.
XI. ADJUSTMENTS.
The number of shares of Common Stock of the Corporation
reserved for Awards under the Plan, the number of shares
comprising outstanding Awards, the number of shares
permitted to be granted to any Grantee during the term of
the Plan as set forth in Section V(B) hereof, and in the
case of outstanding Options, the exercise price shall be
subject to adjustment by the Committee, in its sole
discretion, to reflect any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares or other similar event.
All determinations made by the Committee with respect to
adjustments under this Article XI shall be conclusive and
binding for all purposes of the Plan.
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XII. MISCELLANEOUS PROVISIONS.
A. No Right to Receive Award.
Nothing in the Plan shall be construed to give any
Employee any right to receive an Award under the Plan.
B. Effect of Stock Splits, etc. on Restricted Shares.
Any shares of Common Stock of the Corporation received
by a Grantee as a stock dividend on Restricted Shares, or as
a result of stock splits, combinations, exchanges of shares,
reorganizations, mergers, consolidations, or other events
affecting Restricted Shares, shall have the same status, be
subject to the same restrictions, and bear the same legend
as the shares with respect to which they were issued.
C. Expenses of Plan.
The expenses of the Plan shall be borne by the
Corporation.
XIII. AMENDMENT, SUSPENSION, OR TERMINATION.
A. Amendment.
The Plan may be amended at any time and from time to
time by the Board, but no amendment that increases the
aggregate number of shares of Common Stock that may be
granted pursuant to the Plan or that extends the period
during which Awards may be granted under the Plan shall be
effective unless and until the same is approved, at a
meeting held to take such action at which a quorum is
present, by the affirmative vote of the holders of a
majority of the shares of Common Stock of the Corporation
present in person or by proxy and entitled to vote. Without
the written consent of a Grantee, no amendment of the Plan
shall adversely affect any right of such Grantee with
respect to any Award theretofore granted to him or to her.
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B. Right of Board to Suspend or Terminate Plan.
The Board may at any time suspend or terminate the
Plan. No Awards may be granted during any suspension of the
Plan or after the Plan has been terminated.
C. Termination of Plan.
The Plan shall terminate upon the earlier of the
following dates:
( i) On the date of termination specified in a
resolution of the Board, or
(ii) On a date ten years from the date on which the
Plan is approved by the stockholders of the Corporation in
accordance with Article XV hereof.
Except as otherwise provided in Article XV, the
termination of the Plan shall not affect any Awards
previously granted. After the Plan terminates, the function
of the Committee will be limited to supervising the
administration of Awards previously granted.
XIV. GOVERNING LAW.
The Plan and all Awards made thereunder shall be
governed by the laws of the State of New York.
XV. ADOPTION BY BOARD AND APPROVAL BY STOCKHOLDERS.
The Plan shall become effective upon its adoption by
the Board; provided, however, that if the Plan is not
approved by the stockholders of the Corporation prior to the
first anniversary of its adoption, the Plan and all Awards
made thereunder shall be of no effect. Stockholder approval
shall be obtained, at a meeting held to take such action at
which a quorum is present, by the affirmative vote of the
holders of a majority of the shares of Common Stock of the
Corporation present in person or by proxy and entitled to
vote.