EXHIBIT 10a
KAMAN CORPORATION
1993 STOCK INCENTIVE PLAN
As Amended effective February 13, 2001
1. Purpose. This Plan includes a continuation and extension of
the incentive stock program of the Corporation set forth in the
First Predecessor Plan and the Second Predecessor Plan and is
designed to give directors, officers and key employees of the
Corporation and other persons an expanded opportunity to acquire
stock in the Corporation or receive other long-term incentive
remuneration in order that they may better participate in the
Corporation's growth and be motivated to remain with the
Corporation and promote its further development and success.
2. Definitions. The following terms shall have the meanings
given below unless the context otherwise requires:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Award" or "Awards" except where referring to a particular
category of grant under the Plan shall include Incentive Stock
Options, Non-Statutory Stock Options, Stock Appreciation Rights
and Restricted Stock Awards.
(c) "Board" means the Board of Directors of the Corporation.
(d) "Code" means the Internal Revenue Code of 1986, as amended,
and any successor Code, and related rules, regulations and
interpretations.
(e) "Committee" means the committee of the Board established
under Section 9 hereof.
(f) "Corporation" means the committee of the Board established
as defined by the Code.
(g) "Disability" or "disabled" means disability or disabled as
defined by the Code.
(h) "Eligible Person" means any person, including a person who
is not an employee of the Corporation or a Subsidiary, or entity
who satisfies all the eligibility requirements set forth in
either Section 3(a) or 3(b) hereof, excluding, however, any
member of the Committee and any alternate member of the
Committee.
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(i) "Fair Market Value" of the Stock on any given date
shall be the mean between the highest and lowest quoted selling
prices of the Stock in the NASDAQ National Market System on such
date. If there were no sales on the valuation date, "Fair Market
Value" shall be the closing price of the Stock in the NASDAQ
National Market System on the most recent trading day preceding
the valuation date on which sales of the Stock occurred.
(j) "First Predecessor Plan" means the Kaman Corporation 1973
Stock Option Plan.
(k) "Incentive Stock Option" means a stock option qualifying
under the provisions of Section 422 of the Code.
(l) "Non-Employee Director" shall have the meaning set forth in
Rule 16b-3(b)(3)(i) promulgated under the Act, and any successor
to such rule.
(m) "Non-Employee Director Participant" means an Eligible
Person, who at the time of grant of an Award is a director of the
Corporation but not an employee of the Corporation or a
Subsidiary.
(n) "Non-Statutory Option" means a stock option not qualifying
for incentive stock option treatment under the provisions of
Section 422 of the Code.
(o) "Optionee" means the holder of any option granted under the
Plan.
(p) "Participant" means the holder of any Award granted under
the Plan.
(q) "Plan" means the Kaman Corporation 1993 Stock Incentive
Plan.
(r) "Principal Shareholder" means any individual owning stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of capital stock of the Corporation.
(s) "Restricted Stock" means Stock received pursuant to a
Restricted Stock Award.
(t) "Restricted Stock Award" is defined in Section 8(a).
(u) "Second Predecessor Plan" means the Kaman Corporation 1983
Stock Incentive Plan.
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(v) "Stock" or "shares" means shares of Class A Common Stock of
the Corporation.
(w) "Stock Appreciation Right" or "Right" means a right
described in Section 7.
(x) "Subsidiary" means any corporation in which the Corporation
owns, directly or indirectly, a majority of the outstanding
voting stock.
3. Eligibility.
(a) Incentive Stock Options. Incentive Stock Options may be
granted to any Eligible Persons who are full-time, salaried
employees of the Corporation or a Subsidiary and who in the sole
opinion of the Committee are, from time to time, responsible for
the management and/or growth of all or part of the business of
the Corporation.
(b) Awards Other than Incentive Stock Options. Awards, other
than Incentive Stock Options, may be granted to any Eligible
Persons who in the sole opinion of the Committee are, from time
to time, responsible for the growth and/or the management of all
or a part of the business of the Corporation.
(c) Substitute Awards. The Committee, in its discretion, may
also grant Awards in substitution for any stock incentive awards
previously granted by companies acquired by the Corporation or
one of its Subsidiaries. Such substitute awards may be granted
on such terms and conditions as the Committee deems appropriate
in the circumstances, provided, however, that substitute
Incentive Stock Options shall be granted only in accordance with
the Code.
4. Term of Plan. The Plan shall take effect on November 1,
1993 and shall remain effective for ten (10) years thereafter,
expiring on October 31, 2003.
5. Stock Subject to the Plan. The aggregate number of shares
of Stock which may be issued pursuant to all Awards granted under
the Plan shall not exceed 2,210,000 shares of Stock, subject to
adjustment as hereinafter provided in Section 10, which shall be
in addition to all shares of Stock issued or reserved for
issuance pursuant to options granted under the First Predecessor
Plan and the Second Predecessor Plan, and which may be treasury
shares or authorized but unissued shares. In the event that any
Award under the Plan for any reason expires, is terminated,
forfeited, reacquired by the Corporation, or satisfied without
the issuance of Stock (except in the cases of (i) the Stock
otherwise issuable
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under an Award but retained by the Corporation for payment of
withholding taxes under Section 14(b) hereof; and (ii) stock
otherwise issuable under a stock option but for which the
Corporation has made a discretionary payment under Section 7(d)
hereof) the shares allocable to the unexercised portion of such
Award may again be made subject to an Award under the Plan. Any
award of a Stock Appreciation Right, to the extent that such
Stock Appreciation Right may be settled only for cash, shall not
be deemed to reduce the aggregate number of shares of Stock
authorized to be issued pursuant to Awards granted under the
Plan.
6. Stock Options. The following terms and conditions shall
apply to each option granted under the Plan and shall be set
forth in a stock option agreement between the Corporation and the
Optionee together with such other term and conditions not
inconsistent herewith as the Committee may deem appropriate in
the case of each Optionee:
(a) Option Price. The purchase price under each Incentive
Stock Option shall be as determined by the Committee but not less
than 100% of the Fair Market Value of the shares subject to such
option on the date of grant, provided that such option price
shall not be less than 110% of such Fair Market Value in the case
of any Incentive Stock Option granted to a Principal Shareholder.
The purchase price per share of Stock deliverable upon the
exercise of a Non-Statutory Option shall be determined by the
Committee, but shall not be less than 85% of the Fair Market
Value of such Stock on the date of grant and in no event less
than the par value per share of such Stock.
(b) Type of Option. All options granted under the Plan
shall be either Incentive Stock Options or Non-Statutory Options.
All provisions of the Plan applicable to Incentive Stock Options
shall be interpreted in a manner consistent with the provisions
of, and regulations under, Section 422 of the Internal Revenue
Code.
(c) Period of Incentive Stock Option. Each Incentive Stock
Option shall have a term not in excess of ten (10) years from the
date on which it is granted, except in the case of any Incentive
Stock Option granted to a Principal Shareholder which shall have
a term not in excess of five (5) years from the date on which it
is granted; provided that any Incentive Stock Option granted or
the unexercised portion thereof, to the extent exercisable at the
time of termination of employment, shall terminate at the close
of business on the day three (3) months following the date on
which the Optionee ceases to be employed by the Corporation or a
Subsidiary unless sooner expired or unless a longer period is
provided under Subsection (g) of this Section in the event of the
death or disability of such an Optionee.
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(d) Period of Non-Statutory Option. Each Non-
Statutory Option granted under the Plan shall have a term not in
excess of ten (10) years and one (1) day from the date on which
it is granted; provided that any Non-Statutory Option granted to
an employee of the Corporation or a Subsidiary or to a Non-
Employee Director Participant, or the unexercised portion thereof
shall terminate not later than the close of business on the day
one (1) year following the date on which such employee ceases to
be employed by the Corporation or a Subsidiary or the date on
which such Non-Employee Director ceases to be a director of the
Corporation, as the case may be. Such an Optionee's Non-
Statutory Option shall be exercisable, if at all, during such one
(1) year period only to the extent exercisable on the date such
Optionee's employment terminates or the date on which such
Optionee ceases to be a director, as the case may be.
(e) Exercise of Option.
(i) Each option granted under the Plan shall
become exercisable on such date or dates and in such amount or
amounts as the Committee shall determine. In the absence of any
other provision by the Committee, each option granted under the
Plan shall be exercisable with respect to not more than twenty
percent (20%) of such shares subject thereto after the expiration
of one (1) year following the date of its grant, and shall be
exercisable as to an additional twenty percent (20%) of such
shares after the expiration of each of the succeeding four (4)
years, on a cumulative basis, so that such option, or any
unexercised portion thereof, shall be fully exercisable after a
period of five (5) years following the date of its grant;
provided, however, that in the absence of any other provision by
the Committee, each Incentive Stock Option granted to a Principal
Shareholder shall be exercisable with respect to not more than
twenty-five percent (25%) of the shares subject thereto after the
expiration of one (1) year following the date of its grant, and
shall be exercisable as to an additional twenty-five percent
(25%) after the expiration of each of the succeeding three (3)
years, on a cumulative basis, so that such option, or any
unexercised portion thereof, shall be fully exercisable after a
period of four (4) years following the date of its grant.
(ii) The Committee, in its sole discretion, may,
from time to time and at any time, accelerate the vesting
provisions of any outstanding option, subject, in the case of
Incentive Stock Options, to the provisions of Subsection (6)(i)
relating to "Limit on Incentive Options".
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(iii) Notwithstanding anything herein to the
contrary, except as provided in subsection (g) of this Section,
no Optionee who was, at the time of the grant of an option, an
employee of the Corporation or a Subsidiary, may exercise such
option or any part thereof unless at the time of such exercise he
shall be employed by the Corporation or a Subsidiary and shall
have been so employed continuously since the date of grant of
such option, excepting leaves of absence approved by the
Committee; provided that the option agreement (i) in the case of
Incentive Stock Options may provide that such an Optionee may
exercise his option, to the extent exercisable on the date of
termination of such continuous employment, during the three (3)
month period, ending at the close of business on the day three
(3) months following the termination of such continuous
employment unless such option shall have already expired by its
term, and (ii) in the case of Non-Statutory Options may provide
that such an Optionee may exercise his option, to the extent
exercisable on the date of termination of such continuous
employment, during the one (1) year period ending at the close of
business on the day one (1) year following the termination of
such continuous employment, unless such option shall have already
expired by its term.
(iv) An option shall be exercised in accordance
with the related stock option agreement by serving written notice
of exercise on the Corporation accompanied by full payment of the
purchase price in cash. As determined by the Committee, in its
discretion, at (or, in the case of Non-Statutory Options, at or
after) the time of grant, payment in full or in part may also be
made by delivery of (i) irrevocable instructions to a broker to
deliver promptly to the Corporation the amount of sale or loan
proceeds to pay the exercise price, or (ii) previously owned
shares of Stock not then subject to restrictions under any
Corporation plan (but which may include shares the disposition of
which constitutes a disqualifying disposition for purposes of
obtaining incentive stock option treatment for federal tax
purposes), or (iii) shares of Stock otherwise receivable upon the
exercise of such option; provided, however, that in the event the
Committee shall determine in any given instance that the exercise
of such option by withholding shares otherwise receivable would
be unlawful, unduly burdensome or otherwise inappropriate, the
Committee may require that such exercise be accomplished in
another acceptable manner. For purposes of this subsection (iv),
such surrendered shares shall be valued at the closing price of
the Stock in the NASDAQ National Market System on the most recent
trading day preceding the date of exercise on which sales of the
Stock occurred.
(f) Nontransferability. No option granted under the Plan
shall be transferable by the Optionee otherwise than by will or
by the laws of descent and distribution, and such option shall be
exercisable, during his lifetime, only by him.
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(g) Death or Disability of Optionee. In the event of the
death or disability of an Optionee while in the employ of the
Corporation or a Subsidiary or while serving as a director of the
Corporation, his stock option or the unexercised portion thereof
may be exercised within the period of one (1) year succeeding his
death or disability, but in no event later than (i) ten (10)
years (five (5) years in the case of a Principal Shareholder)
from the date the option was granted in the case of an Incentive
Stock Option, and (ii) ten (10) years and one (1) day in the case
of a Non-Statutory Option, by the person or persons designated in
the Optionee's will for that purpose or in the absence of any
such designation, by the legal representative of his estate, or
by the legal representative of the Optionee, as the case may be.
Notwithstanding anything herein to the contrary and in the
absence of any contrary provision by the Committee, during the
one-year period following termination of employment or cessation
as a director by reason of death or disability, an Optionee's
stock option shall continue to vest in accordance with its terms
and be and become exercisable as if employment or service as a
director had not ceased.
(h) Shareholder Rights. No Optionee shall be entitled to
any rights as a shareholder with respect to any shares subject to
his option prior to the date of issuance to him of a stock
certificate representing such shares.
(i) Limit on Incentive Stock Options. The aggregate Fair
Market Value (determined at the time an option is granted) of
shares with respect to which Incentive Stock Options granted to
an employee are exercisable for the first time by such employee
during any calendar year (under all incentive stock option plans
of the Corporation and its Subsidiaries to the extent required
under the Code) shall not exceed $100,000.
(j) Notification of Disqualifying Disposition.
Participants granted Incentive Stock Options shall undertake, in
the Incentive Stock Option agreements, as a precondition to the
granting of such option by the Corporation, to promptly notify
the Corporation in the event of a disqualifying disposition
(within the meaning of the Code) of any shares acquired pursuant
to such Incentive Stock Option agreement and provide the
Corporation with all relevant information related thereto.
7. Stock Appreciation Rights; Discretionary Payments.
(a) Nature of Stock Appreciation Right. A Stock
Appreciation Right is an Award entitling the Participant to
receive an amount in cash or shares of Stock (or forms of payment
permitted under Section 7(d) hereof) or a combination thereof, as
determined
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by the Committee at the time of grant, having a value equal to
(or if the Committee shall so determine at time of grant, less
than) the excess of the closing price of the Stock on the NASDAQ
National Market System on the most recent trading day preceding
the date of exercise on which sales of the Stock occurred over
the Fair Market Value of a share of Stock on the date of grant
(or over the option exercise price, if the Stock Appreciation
Right was granted in tandem with a stock option) multiplied by
the number of shares with respect to which the Stock Appreciation
Right shall have been exercised.
(b) Grant and Exercise of Stock Appreciation Rights.
(i) Stock Appreciation Rights may be granted in tandem
with, or independently of, any stock option granted under the
Plan. In the case of a Stock Appreciation Right granted in
tandem with a Non-Statutory Option, such Right may be granted
either at or after the time of grant of such option. In the case
of a Stock Appreciation Right granted in tandem with an Incentive
Stock Option such Right may be granted only at the time of the
grant of such option. A Stock Appreciation Right or applicable
portion thereof granted in tandem with a given stock option shall
terminate and no longer be exercisable upon the termination or
exercise of the related stock option, except that a Stock
Appreciation Right granted with respect to less than the full
number of shares covered by a related stock option shall not be
reduced until the exercise or termination of the related stock
option exceeds the number of shares not covered by the Stock
Appreciation Right.
(ii) Each Stock Appreciation Right granted under the
Plan shall become exercisable on such date or dates and in such
amount or amounts as the Committee shall determine; provided,
however, that any Stock Appreciation Right granted in tandem with
a stock option shall be exercisable in relative proportion to and
to the extent that such related stock option is exercisable;
provided further, however, that, notwithstanding anything herein
to the contrary, any Stock Appreciation Right granted in tandem
with a Non-Statutory Option which has a purchase price at the
date of grant of less than Fair Market Value shall not be
exercisable at all until at least one (1) year after the date of
grant of such option. Except as provided in the immediately
preceding sentence, in the absence of any other provision by the
Committee, each Stock Appreciation Right granted under the Plan
shall be exercisable with respect to not more than twenty percent
(20%) of such shares subject thereto after the expiration of one
(1) year following the date of its grant, and shall be
exercisable as to an additional twenty percent (20%) of such
shares after the expiration of each of
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the succeeding four (4) years, on a cumulative basis, so that
such Right, or any unexercised portion thereof, shall be fully
exercisable after a period of five (5) years following the date
of its grant. The Committee, in its sole discretion, may, from
time to time and at any time, accelerate the vesting provisions
of any outstanding Stock Appreciation Right.
(iii) Notwithstanding anything herein to the contrary,
except as provided in subsections (c)(v) and (c)(vi) of this
Section, no Participant who was, at the time of the grant of a
Stock Appreciation Right, an employee of the Corporation or a
Subsidiary, may exercise such Right or any part thereof unless at
the time of such exercise, he shall be employed by the
Corporation or a Subsidiary and shall have been so employed
continuously since the date of grant of such Right, excepting
leaves of absence approved by the Committee; provided that the
Stock Appreciation Right agreement may provide that such a
Participant may exercise his Stock Appreciation Right, to the
extent exercisable on the date of termination of such continuous
employment, during the one (1) year period ending at the close of
business on the day one (1) year following the termination of
such continuous employment, unless such Right shall have already
expired by its terms.
(iv) Notwithstanding anything herein to the contrary,
except as provided in subsections (c)(v) and (c)(vi) of this
Section, no Non-Employee Director Participant may exercise a
Stock Appreciation Right or part thereof unless at the time of
such exercise he shall be a director of the Corporation and shall
have been a director of the Corporation continuously since the
date of grant of such Right excepting leaves of absence approved
by the Committee; provided that the Stock Appreciation Right
agreement may provide that such Participant may exercise his
Stock Appreciation Right, to the extent exercisable on the date
he ceased to be a director of the Corporation, during the one (1)
year period ending at the close of business on the day one (1)
year following the cessation of such continuous service as a
director unless such Right shall already have expired by its
terms.
(v) A Stock Appreciation Right shall be exercised in
accordance with the related Stock Appreciation Right Agreement by
serving written notice of exercise on the Corporation.
(c) Terms and Conditions of Stock Appreciation Rights.
Stock Appreciation Rights shall be subject to such terms and
conditions as shall be determined from time to time by the
Committee, subject to the following:
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(i) Stock Appreciation Rights granted in tandem with
stock options shall be exercisable only at such time or times and
to the extent that the related stock options shall be
exercisable;
(ii) Upon the exercise of a Stock Appreciation Right,
the applicable portion of any related stock option shall be
surrendered.
(iii) Stock Appreciation Rights granted in tandem with
a stock option shall be transferable only with such option.
Stock Appreciation Rights shall not be transferable otherwise
than by will or the laws of descent and distribution. All Stock
Appreciation Rights shall be exercisable during the Participant's
lifetime only by the Participant or the Participant's legal
representative.
(iv) A Stock Appreciation Right granted in tandem with
a stock option may be exercised only when the then Fair Market
Value of the Stock subject to the stock option exceeds the
exercise price of such option. A Stock Appreciation Right not
granted in tandem with a stock option may be exercised only when
the then Fair Market Value of the Stock exceeds the Fair Market
Value of the Stock on the date of grant of such Right.
(v) Each Stock Appreciation Right shall have a term
not in excess of ten (10) years from the date on which it is
granted (ten (10) years and one (1) day in the case of a Stock
Appreciation Right granted in tandem with a Non-Statutory
Option); provided that any Stock Appreciation Right granted to
(aa) an employee of the Corporation or a Subsidiary shall
terminate not later than the close of business on the day one (1)
year following the date such Participant ceases to be employed by
the Corporation or a Subsidiary, excepting leaves of absences
approved by the Committee, and (bb) a Non-Employee Director
Participant shall terminate not later than the close of business
on the day one (1) year following the date such Participant
ceases to be a director of the Corporation. Such a Participant's
Stock Appreciation Right shall be exercisable, if at all, during
such one (1) year period only to the extent exercisable on the
date his employment terminates or the date he ceases to be a
director, as the case may be.
(vi) In the event of the death or disability of a
Participant while in the employ of the Corporation or a
Subsidiary or while serving as a director of the Corporation, his
Stock Appreciation Right or the unexercised portion thereof may
be exercised within the period of one (1) year succeeding his
death or
disability, but in no event later than (i) ten (10) years from
the
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date on which it was granted (ten (10) years and one (1) day in
the case of a Stock Appreciation Right granted in tandem with a
Non-Statutory Option), by the person or persons designated in the
Participant's will for that purpose or in the absence of any such
designation, by the legal representative of his estate, or by the
legal representative of the Participant, as the case may be.
Notwithstanding anything herein to the contrary and in the
absence of any contrary provision by the Committee, during the
one-year period following termination of employment or cessation
as a director by reason of death or disability, a Participant's
Stock Appreciation Right shall continue to vest in accordance
with its terms and be and become exercisable as if employment or
service as a director had not ceased.
(d) Discretionary Payments. Upon the written request of an
Optionee whose stock option is not accompanied by a Stock
Appreciation Right, the Committee may, in its discretion, cancel
such option if the Fair Market Value of the shares subject to the
option at the exercise date exceeds the exercise price thereof;
in that event, the Corporation shall pay to the Optionee an
amount equal to the difference between the Fair Market Value of
the shares subject to the cancelled option (determined as of the
date the option is cancelled) and the exercise price. Such
payment shall be by check or in Stock having a Fair Market Value
(determined on the date the payment is to be made) equal to the
amount of such payments or any combination thereof, as determined
by the Committee.
8. Restricted Stock.
(a) Nature of Restricted Stock Award. A Restricted Stock
Award is an Award entitling the Participant to receive shares of
Stock, subject to such conditions, including a Corporation right
during a specified period or periods to require forfeiture of
such shares upon the Participant's termination of employment with
the Corporation or a Subsidiary or cessation as a director of the
Corporation, as the case may be, as the Committee may determine
at the time of grant. The Committee, in its sole discretion,
may, from time to time and at any time, waive any or all
restrictions and/or conditions contained in the Restricted Stock
Award agreement. Notwithstanding anything herein to the
contrary, the Committee, in its discretion, may grant Restricted
Stock without any restrictions or conditions whatsoever.
Restricted Stock shall be granted in respect of past services or
other valid consideration.
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(b) Award Agreement. A Participant who is granted a
Restricted Stock Award shall have no rights with respect to such
Award unless the Participant shall have accepted the Award within
60 days (or such shorter date as the Committee may specify)
following the Award date by executing and delivering to the
Corporation a Restricted Stock Award Agreement in such form as
the Committee shall determine.
(c) Rights as a Shareholder. Upon complying with paragraph
(b) above, a Participant shall have all the rights of a
shareholder with respect to the Restricted Stock including voting
and dividend rights, subject to nontransferability and
Corporation forfeiture rights described in this Section 8 and
subject to any other conditions contained in the Award agreement.
Unless the Committee shall otherwise determine, certificates
evidencing shares of Restricted Stock shall remain in the
possession of the Corporation until such shares are free of any
restrictions under the Plan. The Committee in its discretion
may, as a precondition of the Corporation's obligation to issue a
Restricted Stock Award, require the Participant to execute a
stock power or powers or other agreement or instruments necessary
or advisable in connection with the Corporation's forfeiture
rights with respect to such shares.
(d) Restrictions. Shares of Restricted Stock may not be
sold, assigned, transferred or otherwise disposed of or pledged
or otherwise encumbered. In the event of termination of
employment of the Participant with the Corporation or a
Subsidiary for any reason, or cessation as a director of the
Corporation in the case of a Non-Employee Director Participant,
such shares shall be forfeited to the Corporation, except as set
forth below:
(i) The Committee at the time of grant shall specify
the date or dates (which may depend upon or be related to the
attainment of performance goals and other conditions) on which
the nontransferability of the Restricted Stock and the
Corporation's forfeiture rights with respect thereto shall lapse.
The Committee at any time may accelerate such date or dates and
otherwise waive or, subject to Section 13, amend any conditions
of the Award.
(ii) Except as may otherwise be provided in the Award
agreement, in the event of termination of a Participant with the
Corporation or a Subsidiary for any reason or cessation as a
director of the Corporation for any reason, all of the
Participant's Restricted Stock shall be forfeited to the
Corporation without the necessity of any further act by the
Corporation, the Participant or the Participant's legal
representative; provided, however, that in the event of
termination
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of employment or cessation of service as a director of the
Corporation by reason of death or disability, all conditions and
restrictions relating to a Restricted Stock Award held by such a
Participant shall thereupon be waived and shall lapse.
(iii) In the absence of any other provision by the
Committee, each Restricted Stock Award granted to (A) an employee
of the Corporation or a Subsidiary shall be subject to forfeiture
to the Corporation conditioned on the Participant's continued
employment and (B) Non-Employee Director Participants shall be
subject to forfeiture to the Corporation conditioned on the
Participant's continued service as a director of the Corporation,
and in the case of clause (A) or (B), such forfeiture rights
shall lapse as follows: with respect to twenty percent (20%) of
the shares subject to the Restricted Stock Award on the date one
year following the date of grant, and with respect to an
additional twenty percent (20%) of such shares after the
expiration of each of the succeeding four (4) years thereafter,
on a cumulative basis, so that such Restricted Stock shall be
free of such risk of forfeiture on the date five (5) years
following the date of its grant.
(e) Waiver, Deferral, and Investment of Dividends. The
Restricted Stock Award agreement may require or permit the
immediate payment, waiver, deferral or investment of dividends
paid with respect to the Restricted Stock.
9. The Committee.
(a) Administration. The Committee shall be a committee of
not less than three (3) members of the Board who are Non-Employee
Directors, appointed by the Board. Vacancies occurring in
membership of the Committee shall be filled by the Board. The
Committee shall keep minutes of its meetings. One or more
members of the Committee may participate in a meeting of the
Committee by means of conference telephone or similar
communications equipment provided all persons participating in
the meeting can hear one another. A majority of the entire
Committee shall constitute a quorum, and the acts of a majority
of the members present at or so participating in any meeting at
which a quorum is constituted shall be the acts of the Committee.
The Committee may act without meeting by unanimous written
consent. Absent some other provision by the Board, the power and
responsibilities of the Committee shall be vested in and assumed
by the Personnel and Compensation Committee of the Board.
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(b) Authority of Committee. Subject to the provisions of
the Plan, the Committee shall have full and final authority to
determine the persons to whom Awards shall be granted, the number
of shares to be subject to each Award, the term of the Award, the
vesting provisions of the Award, if any, restrictions on the
Award, if any, and the price at which the shares subject thereto
may be purchased. The Committee is empowered, in its discretion,
to modify, extend or renew any Award theretofore granted and
adopt such rules and regulations and take such other action as it
shall deem necessary or proper for the administration of the
Plan. The Committee shall have full power and authority to
construe, interpret and administer the Plan, and the decisions of
the Committee shall be final and binding upon all interested
parties.
10. Adjustments. Any limitations, restrictions or other
provisions of this Plan to the contrary notwithstanding, each
Award agreement shall make such provision, if any, as the
Committee may deem appropriate for the adjustment of the terms
and provisions thereof (including, without limitation, terms and
provisions relating to the exercise price and the number and
class of shares subject to the Award) in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
divisive reorganization, issuance of rights, combination or
split-up or exchange of shares, or the like. In the event of any
merger, consolidation, reorganization, recapitalization, stock
dividend, divisive reorganization, issuance of rights,
combination or split-up or exchange of shares, or the like, the
Committee shall make an appropriate adjustment in the number of
shares authorized to be issued pursuant to the Plan.
11. Options Under First Predecessor Plan and Second Predecessor
Plan. Options presently outstanding which have been granted
under either the First Predecessor Plan or the Second Predecessor
Plan shall continue to be governed and interpreted under the
terms of such plans, respectively, and not by the terms hereof.
12. Amendment to and Termination of the Plan. The Board may
from time to time amend the Plan in such way as it shall deem
advisable provided the Board may not extend the expiration date
of the Plan, change the class of Eligible Persons, increase the
maximum Award term, decrease the minimum exercise price or
increase the total number of authorized shares (except in
accordance with Section 10 hereof) for which Awards may be
granted. The Board, in its discretion, may at any time terminate
the Plan prior to its expiration in accordance with Section 4
hereof. No amendment to or termination of the Plan shall in any
way adversely affect Awards then outstanding hereunder.
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13. Status of Plan. Until shares pursuant to an Award or
exercise thereof are actually delivered to a Participant, a
Participant shall have no rights to or with respect to such
shares greater than those of a general creditor of the
Corporation unless the Committee shall otherwise expressly
determine in connection with any Award or Awards.
14. General Provisions.
(a) Other Compensation Arrangements; No Right to Receive
Awards; No Employment or Other Rights. Nothing contained in this
Plan shall prevent the Board from adopting other or additional
capital stock based compensation arrangements, subject to
stockholder approval if such approval is required, and such
arrangements may be either generally applicable or applicable
only in specific cases. No Eligible Person shall have any right
to receive Awards except as the Committee may determine. The
Plan does not confer upon any employee any right to continued
employment with the Corporation or a Subsidiary or upon any
director or officer of the Corporation any right to continued
service as a director or officer of the Corporation, nor does it
interfere in any way with the right of the Corporation or a
Subsidiary to terminate the employment of any of its employees or
for the Corporation to remove a director or officer with or
without cause at any time.
(b) Tax Withholding, Etc. Any obligation of the
Corporation to issue shares pursuant to the grant or exercise of
any Award shall be conditioned on the Participant having paid or
made provision for payment of all applicable tax withholding
obligations, if any, satisfactory to the Committee. The
Corporation and its Subsidiaries shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment
of any kind otherwise due to the Participant. In the case of
Non-Statutory Options, and Stock Appreciation Rights exercisable
only for Stock, the Committee in its discretion, but only upon
the written request of a Participant exercising such an Award,
may permit such Participant to satisfy federal income tax
withholding requirements occasioned by the exercise thereof by
the surrender of shares otherwise to be received on the exercise
of such Award. For purposes of this subsection (b), such
surrendered shares shall be valued at the closing price of the
Stock in the NASDAQ National Market System on the most recent
trading day preceding the date of exercise on which sales of the
Stock occurred.
(c) Section 83(b) of the Code. Participants may not make,
and each Award agreement shall prohibit, an election under
Section 83(b) of the Code, with respect to any Award.
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(d) Restrictions on Transfers of Shares. Although the
Corporation presently intends to register under applicable
securities laws all shares acquired or received by Participants
under the Plan, the Corporation is not required to cause such
shares to be registered under the Securities Act of 1933 or the
securities laws of any State. Accordingly, the shares acquired
or received may be "restricted securities" as defined in Rule 144
under said Securities Act of 1933 or other rule or regulation of
the Securities and Exchange Commission. Any certificate
evidencing any such shares may bear a legend restricting the
transfer of such shares, and the recipient may be required to
assert that the shares are being acquired for his own account and
not with a view to the distribution thereof as a condition to the
granting or exercise of an Award.
(e) Issuance of Shares. Any obligation of the Corporation
to issue shares pursuant to the grant or exercise of any Award
shall be conditioned on the Corporation's ability at nominal
expense to issue such shares in compliance with all applicable
statutes, rules or regulations of any governmental authority.
The Participant shall provide the Corporation with any assurances
or agreements which the Committee, in its sole discretion, shall
deem necessary or advisable in order that the issuance of such
shares shall comply with any such statutes, rules or regulations.
(f) Date of Grant. The date on which each Award under the
Plan shall be considered as having been granted shall be the date
on which the award is authorized by the Committee, unless a later
date is specified by the Committee; provided, however, in the
case of options intended to qualify as Incentive Stock Options,
the date of grant shall be determined in accordance with the
Code.
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