KIMBERLY-CLARK CORPORATION
1986 EQUITY PARTICIPATION PLAN
(as amended effective February 11, 1993)
1. PURPOSE
This 1986 Equity Participation Plan (the "Plan") of
Kimberly-Clark Corporation (the "Corporation") is intended to
encourage those employees who materially contribute, by
managerial, scientific or other innovative means, to the
success of the Corporation, or of a consolidated subsidiary or
an equity company of the Corporation (collectively, the
"Subsidiaries"), to acquire an ownership interest in the
Corporation, thereby increasing their motivation for and
interest in the Corporation's or Subsidiaries' long-term
success.
2. EFFECTIVE DATE
The Plan is effective as of April 17, 1986 upon (a)
approval by the Board of Directors of the Corporation (the
"Board of Directors"), and (b) approval by the stockholders of
the Corporation at the 1986 Annual Meeting.
3. ADMINISTRATION
The Plan shall be administered by the Compensation
Committee of the Board of Directors consisting of not less than
three (3) members of the Board of Directors, provided that if
all members of the Committee are not disinterested persons, the
Plan shall be administered by a committee, all of whom are
disinterested persons, appointed by the Board of Directors and
consisting of three (3) or more directors with full authority
to act in the matter.
For purposes of this section, a "disinterested person"
shall mean a person who, at the time action is taken, is so
defined for purposes of rule 16b-3 under the Securities
Exchange Act of 1934, or any successor provision.
The term 'Committee' shall mean the Compensation Committee
or the committee appointed by the Board of Directors under this
section 3, as the case may be.
The Committee shall have the power to interpret and
construe the Plan. Any interpretation or construction of any
provisions of this Plan by the Committee shall be final. No
member of the Board of Directors or the Committee shall be
liable for any action or determination made in good faith.
Within 60 days following the close of each calendar year that
the Plan is in operation, the Committee shall make a report to
the Board of Directors. The report shall specify the employees
who received awards under the Plan during the prior year, the
form and size of the awards to the individual employees, and
the status of prior awards.
The Committee shall have the power to promulgate rules in
connection with the performance of its obligations, powers and
duties under the Plan, including its duty to administer and
construe the Plan.
4. ELIGIBILITY
The Committee shall from time to time select the employees
who are to receive awards under the Plan (collectively, the
"Participants") from those employees whom the Committee
determines either to be in a position to contribute materially
to the success of the Corporation or a Subsidiary, or to have
in the past so contributed. Only full-time employees
(including officers and directors who are full-time employees)
of the Corporation and its Subsidiaries are eligible to
participate in the Plan. Employees of a Subsidiary shall
participate in the Plan under such conditions as the Committee
shall prescribe.
5. FORMS OF AWARDS
All awards under the Plan shall be made in the form of
Participation Shares as described in Section 6(a), or options
to purchase shares of common stock, par value $2.50 per share,
of the Corporation (the "Common Stock"). Generally, an award
will consist of an equal number of Participation Shares and
optioned shares, but the Committee may make awards solely in
stock options or Participation Shares, or in any combination of
the two.
6. PARTICIPATION SHARES
The Committee shall from time to time designate those
Participants who shall receive Participation Share awards. The
Committee shall advise such Participants of their Participation
Share awards by a letter indicating the number of Participation
Shares awarded and the following terms and conditions of the
award.
(a) Base Value of Participation Shares. The number
of Participation Shares awarded to a Participant shall be
entered in such Participant's memorandum account (the
"Account") established for this purpose as of the date of the
award. Each Participation Share shall be assigned a base value
equal to the book value of one share of Common Stock as of the
close of the fiscal year of the Corporation preceding the date
of the award (the "Base Value"). Book value per share shall be
defined for purposes of the Plan as common stockholders'
equity, as reported in the year-end audited consolidated
financial statements, or in the quarter-end unaudited
consolidated financial statements, of the Corporation (as the
case may be), divided by the number of shares of Common Stock
outstanding as of the date of such financial statements, as
adjusted pursuant to the provisions of the Plan (the "Book
Value"). The term "book value", when used without initial
capital letters, shall be defined as in the preceding sentence
without the adjustments.
(b) Maturation of Participation Shares. An award of
Participation Shares shall reach maturity at the close of the
fiscal year in which (i) the fifth anniversary of the date of
the award occurs, (ii) the Participant who holds such award
dies, retires, or becomes totally and permanently disabled, or
(iii) the events described in subsection 8(a) occur, whichever
is earlier (the "Maturity Date"). The Book Value at the
Maturity Date shall be the Book Value as of the close of the
fiscal year of the Corporation in which such Maturity Date
occurs.
(c) Participation Share Payments. Each Participant
shall be entitled to receive a cash payment for his
Participation Share award, payable as provided in subsection
6(g), equal to the sum of the Maturity Value and the Dividend
Share Value.
The "Maturity Value" of an award shall be equal to the
Book Value of the Participation Shares subject to such award at
the Maturity Date less the Base Value of such Participation
Shares.
Participants are not entitled to receive current
dividends on their Participation Shares, but in lieu thereof
their Accounts shall be credited with dividend shares (the
"Dividend Shares"). The "Dividend Share Value" of an award
shall be equal to the product of (A) the number of Dividend
Shares credited to a Participant's Account and (B) the book
value per share of the Common Stock at the Maturity Date. The
amount available for the acquisition of Dividend Shares for a
Participant's Account at the end of each fiscal quarter of the
Corporation shall be determined by multiplying the total cash
dividend declared per share of Common Stock during such quarter
(but subsequent to the date of the award in the case of
Participation Shares and subsequent to the date of crediting in
the case of Dividend Shares) by the total of the Participation
Shares and Dividend Shares in the Participant's Account. The
amount so determined shall be divided by the book value of one
share of Common Stock as of the close of such fiscal quarter,
and the quotient shall represent the number of full and
fractional Dividend Shares credited to the Participant's
Account for that quarter.
(d) Dividend Maintenance. No Dividend Shares shall
be credited to a Participant's Account in any quarter (i) in
which the total cash dividends declared per share of Common
Stock are less than $.62, or (ii) in which the total cash
dividends declared per share of Common Stock are less than the
total cash dividends declared per share of Common Stock in the
same quarter of the immediately preceding year, except that in
the final three quarters of 1987 and thereafter the
determination of whether the total cash dividends per share of
Common Stock are less than in the immediately preceding year
shall be made after adjustment for the two-for-one stock split
which occurred in 1987, and the two-for-one stock split which
was declared on November 12, 1991, in accordance with generally
accepted accounting princples. When total cash dividends
declared per share of Common Stock are less than total cash
dividends declared per share of common Stock in the same
quarter of the immediately preceding year as described in
clause (ii) immediately above, the book value of each
Participation Share held by a Participant shall be reduced by
an amount equal to the difference between the cash dividend
declared in such immediately preceding quarter less the cash
dividend declared in the quarter the cash dividend is reduced.
This subsection 6(d) shall be inoperative during such fiscal
years of the Corporation as the Committee in its discretion
shall determine.
(e) Adjustments. The Committee may adjust Book
Value, for purposes of the Plan, to preserve the benefit to the
Participant and the Corporation contemplated hereby if, in the
opinion of the Committee after consultation with the
Corporation's independent accountants, changes in the
Corporation's accounting policies, acquisitions, divestitures
or other unusual or extraordinary transactions or events have
materially affected the Corporation's net income, book value,
shares of Common Stock outstanding, or stockholders' equity
(collectively, the "Events"), provided that any decisions or
actions of the management of the Corporation which resulted in
an Event were made or taken in the best interests of the
Corporation's stockholders. To preserve the benefit to the
Participant and the Corporation contemplated hereby, if a cash
dividend is declared in any quarter and the payment date for
such cash dividend is later than the immediately subsequent
quarter, then such cash dividend will be deemed to be declared
in the quarter immediately preceding the payment date for all
purposes of this Plan, as of the first date the Board meets in
such quarter, or if the Board does not meet in such quarter, on
the first business day of such quarter, including, but not
limited to, the determination of (i) Book Value in subsection
6(a), (ii) Dividend Shares in subsection 6(c) and (iii) whether
the total cash dividends declared per share of Common Stock in
a quarter is less than $.31 or whether the total cash dividends
declared per share of Common Stock are less than the total cash
dividends declared per share of Common Stock in the same
quarter of the immediately preceding year in subsection 6(d).
(f) Absence of Rights as a Stockholder. A
Participant shall not be entitled, on the basis of a
Participation Share award, to any of the rights of a
stockholder of the Corporation, including the right to vote and
receive dividends on Common Stock.
(g) Date of Payment. Except as provided in
subsection 14(j), the cash payment provided for in subsection
6(c) shall be payable within 90 days following the Maturity
Date. The Corporation shall deduct applicable withholding and
employment taxes from all payments made to Participants.
(h) Termination of Employment. Except as provided in
subsections 6(b), 8(a) and 14(j), any Participation or Dividend
Shares credited to a Participant's Account shall be subject to
forfeiture if the Participant is dismissed or leaves the
service of the Corporation or a Subsidiary prior to the
maturity of the award for any reason other than death,
retirement or total and permanent disability.
(i) Termination of Award. After the Corporation
makes the cash payment provided for in subsection 6(c), any
rights of the Participant (or the Participant's estate or
beneficiaries) in the Participation Share award shall end.
7. STOCK OPTIONS
The Committee shall determine and designate from time to
time those Participants to whom options are to be granted and
the number of shares of Common Stock to be optioned to each (an
"Option"). Such Options may be in the form of "incentive stock
options" as that term is defined in Section 422A of the
Internal Revenue Code, as amended (an "Incentive Stock Option")
or in the form of options which are not Incentive Stock Options
("Nonqualified Stock Options"). After granting an Option to a
Participant, the Committee shall cause to be delivered to the
Participant a document to be executed by the Corporation and
the Participant evidencing the granting of the Option and the
terms and conditions of such Option. The document shall be in
such form as the Committee shall from time to time approve.
The terms and conditions of all Options granted under the Plan
need not be the same, but all Options must meet the applicable
terms and conditions specified in subsections 7(a) through
7(h). Unless indicated otherwise, when the term Option appears
in subsections 7(a) through 7(h), such term shall include
Incentive Stock Options.
(a) Period of Option. The Period of each Incentive
Stock Option shall be no more than 10 years, and the period of
each Nonqualified Stock Option shall be no more than 10 years
and one day, from the date it is granted.
(b) Option Price. The Option price shall be
determined by the Committee, but shall not in any instance be
less than the Fair Market Value of the Common Stock at the time
that the Option is granted (the "Option Price"). Fair Market
Value shall be defined as the reported closing price of the
Common Stock on the date the Option is granted as reported on
the composite list used by The Wall Street Journal for
reporting stock prices, or if no such sale shall have been made
on that day, on the last preceding day on which there was such
a sale.
(c) Limitations on Exercise
(i) In General. The Option shall not be
exercisable until at least one year has expired after the
granting of the Option, during which time the Participant shall
have been in the continuous employ of the Corporation or a
Subsidiary. At any time during the period of the Option after
the end of the first year, the Participant may purchase up to
30 percent of the shares covered by the Option; after the end
of the second year, an additional 30 percent; and after the end
of the third year, the remaining 40 percent of the total number
of shares covered by the Option; provided, however, that if the
Participant's employment is terminated for any reason other
than death, retirement, or total and permanent disability, the
Option shall be exercisable only for three months following
such termination and only for the number of shares of Common
Stock which were exercisable on the date of such termination.
In no event, however, may an Incentive Stock Option be
exercised more than 10 years, and in no event may a
Nonqualified Stock Option be exercised more than 10 years and
one day, after the date of its grant.
(ii) Prior Option Rule. An Incentive Stock
Option granted before January 1, 1987 shall not be exercisable
while there is outstanding any prior Incentive Stock Option
which was granted to such Participant to purchase stock in the
Corporation, a Subsidiary or a predecessor corporation of the
Corporation or a Subsidiary.
(d) Exercise after Death, Retirement, or Disability.
If a Participant dies, retires or becomes totally and
permanently disabled without having exercised the Option in
full, the remaining portion of such Option may be exercised,
without regard to the limitations in subsection 7(c)(i), within
(i) three years from the date of any such event or (ii) the
remaining period of the Option, whichever is earlier. Upon a
Participant's death, the Option may be exercised by the person
or persons to whom such Participant's rights under the Option
shall pass by will or by applicable law or, if no such person
has such rights, by his executor or administrator.
(e) Non-transferability. During the Participant's
lifetime, Options shall be exercisable only by such
Participant. Options shall not be transferable other than by
will or the laws of descent and distribution upon Participant's
death.
(f) Exercise; Notice Thereof. Options shall be
exercised by delivering to the Corporation, at the office of
the Treasurer at the Dallas World Headquarters, written notice
of the number of shares with respect to which Option rights are
being exercised and by paying in full the Option Price of the
shares at the time being acquired. Payment may be made in
cash, a check payable to the Corporation or, if the Committee
so determines, pursuant to rules adopted by the Committee, in
shares of Common Stock transferable to the Corporation and
having a Fair Market Value on the transfer date equal to the
amount payable to the Corporation. The date of exercise shall
be deemed to be the date the Corporation receives the written
notice and payment for the shares being purchased. A
Participant shall have none of the rights of a stockholder with
respect to shares covered by such Option until the Participant
becomes the record holder of such shares.
(g) Purchase for Investment. It is contemplated that
the Corporation will register shares sold to Participants
pursuant to the Plan under the Securities Act of 1933. In the
absence of an effective registration, however, a Participant
exercising an Option hereunder may be required to give a
representation that he/she is acquiring such shares as an
investment and not with a view to distribution thereof.
(h) Limitations on Incentive Stock Option Grants.
(i) An Incentive Stock Option shall be granted
only to an individual who, at the time the Option is granted,
does not own stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the
Corporation or Subsidiaries.
(ii) The aggregate Fair Market Value of all
shares covered by the Incentive Stock Options granted to a
Participant by the Corporation and any of its Subsidiaries in
any calendar year prior to 1987 shall not exceed $100,000 plus
any unused limit carryover carried to such year. The unused
limit carryover shall be one-half of the amount by which
$100,000 exceeds the aggregate Fair Market Value of such stock
Options granted in any calendar year. The unused limit
carryover from any year is the amount of unused limit carryover
reduced by the amount of such carryover which was used in prior
calendar years. Such unused limit carryover may only be
carried over to each of the three calendar years succeeding the
year in which the limit carryover arises, and the amount of any
Options granted during any calendar year shall be treated as
first using up the $100,000 limitation and then shall be
treated as using up unused limit carryovers to such year in the
order of the calendar years in which such carryovers arose.
The aggregate Fair Market Value of such stock shall be
determined as of the time the Option is granted. This
paragraph 7(h)(ii) shall be construed in accordance with
subsection (b) of Section 422A of the Internal Revenue Code as
in effect on April 17, 1986.
(iii) With respect to Incentive Stock Options
granted on or after January 1, 1987, the aggregate Fair Market
Value of all shares with respect to which such Incentive Stock
Options are exercisable by a Participant for the first time
during any year shall not exceed $100,000. The aggregate Fair
Market Value of such shares shall be determined at the time the
Option is granted.
(i) Options for Nonresident Aliens. In the case of
any Option awarded to a Participant who is not a resident of
the United States or who is employed by a Subsidiary other than
a Subsidiary that is incorporated, or whose place of business
is, in a State of the United States, the Committee may (i)
waive or alter the conditions set forth in subsections 7(a)
through 7(h) to the extent that such action is necessary to
conform such Option to applicable foreign law, or (ii) take any
action, either before or after the award of such Option, which
it deems advisable to obtain approval of such Option by an
appropriate governmental entity; provided, however, that no
action may be taken hereunder if such action would (1)
materially increase any benefits accruing to any Participants
under the Plan, (2) materially increase the number of
securities which may be issued under the Plan, (3) materially
modify the requirements for eligibility to participate in the
Plan or (4) result in a failure to comply with applicable
provisions of the Securities Act of 1933, the Securities and
Exchange Act of 1934 or the Internal Revenue Code.
8. GOVERNMENT SERVICE, LEAVES OF ABSENCE AND OTHER
TERMINATIONS
(a) In the sole and absolute discretion of the
Committee, a Participation Share award may be considered to
reach maturity as of the close of the fiscal year in which (i)
a Participant enters such governmental or military service as
may be approved by the Committee or (ii) the Participant's
employment with the Corporation is terminated by reason of a
shutdown or divestiture of a portion of the Corporation's
business.
(b) A leave of absence approved by the Committee
shall not be deemed to be a termination of employment for the
purposes of the Plan. A termination of employment with the
Corporation or a Subsidiary to accept immediate reemployment
with the Corporation or a Subsidiary likewise shall not be
deemed to be a termination of employment for purposes of the
Plan.
9. SHARES SUBJECT TO THE PLAN
The number of shares of common Stock available for option
and sale under the Plan and the number of Participation Shares
which may be awarded shall not exceed 8,000,000 in the
aggregate, of which not more than 6,000,000 shall be available
for option and sale. If an Option ceases to be exercisable in
whole or in part by reason of expiration of time permitted for
its exercise, termination of employment of a Participant who
has been granted an Option, cancellation, surrender, or for any
other reason, the shares which had been subject to such Option
shall continue to be available for Options or Participation
Share awards under the Plan. The shares of Common Stock
subject to the Plan may consist in whole or in part of
authorized but unissued shares or of treasury shares, as the
Board of Directors may from time to time determine.
Participation Shares which are retired through forfeiture or
maturity shall again be available for awards of Participation
Shares or grants of Options under the Plan.
10. INDIVIDUAL LIMITS
The maximum number of Participation Shares or shares of
Common Stock covered by Options which may be granted to any
Participant shall be determined from time to time by the
Committee.
11. CHANGES IN CAPITALIZATION
In the event there are any changes in the Common Stock or
the capitalization of the Corporation through merger,
consolidation, reorganization, recapitalization, stock
dividend, stock split or other change in the corporate
structure, appropriate adjustments and changes may be made by
the Committee in (a) the aggregate number of shares subject to
the Plan, (b) the maximum number of shares for which Options of
Participation Shares may be granted or awarded to any
Participant, (c) the number of shares and the Option Price per
share of all shares of Common Stock subject to outstanding
Options, (d) the number of Participation Shares, the Base Value
per Participation Share awarded to Participants, and Dividend
Shares credited to Participants' Accounts, and (e) such other
provisions of the Plan as may be necessary and equitable to
carry out its purposes.
12. EFFECT ON OTHER PLANS
All payments and benefits under the Plan shall constitute
special compensation and shall not affect the level of benefits
provided to or received by any Participant (or the
Participant's estate or beneficiaries) as part of any employee
benefit plan of the Corporation or a Subsidiary. The Plan
shall not be construed to affect in any way a Participant's
rights and obligations under any other plan maintained by the
Corporation or a Subsidiary on behalf of employees.
13. TERM OF THE PLAN
The term of the Plan shall be six years, beginning April
17, 1986 and ending April 16, 1992, unless the Plan is
terminated sooner by action of the Board of Directors or
extended by action of the stockholders of the Corporation. No
Option may be granted or Participation Share awarded after the
termination date of the Plan, but Options and Participation
Shares theretofore granted or awarded shall continue in force
beyond that date pursuant to their terms.
14. GENERAL PROVISIONS
(a) Designated Beneficiary. Each Participant who
shall be granted a Participation Share award under the Plan may
designate a beneficiary or beneficiaries with the Committee on
a form to be prescribed by it; provided that no such
designation shall be effective unless so filed prior to the
death of such Participant.
(b) No Right of Continued Employment. Neither the
establishment of the Plan nor the payment of any benefits
hereunder nor any action of the Corporation, the Subsidiaries,
the Board of Directors of the Corporation or its Subsidiaries,
or the Committee shall be held or construed to confer upon any
person any legal right to be continued in the employ of the
Corporation or its Subsidiaries, and the Corporation and its
Subsidiaries expressly reserve the right to discharge any
Participant without liability to the Corporation, its
Subsidiaries, the Board of Directors of the Corporation or its
Subsidiaries or the Committee, except as to any rights which
may be expressly conferred upon a Participant under the Plan.
(c) Discretion of the Corporation, Board of Directors
and the Committee. Any decision made or action taken by the
Corporation, the Board of Directors of the Corporation or by
the Committee arising out of or in connection with the
construction, administration, interpretation and effect of the
Plan shall be within the absolute discretion of the
Corporation, the Board of Directors or the Committee, as the
case may be, and shall be conclusive and binding upon all
persons. Except as provided in the sentence immediately below,
the Committee shall determine in its sole discretion whether a
termination of employment for purposes of the Plan is caused by
disability, retirement or for other reasons. Any Participant
who is entitled to receive immediate payments under a qualified
retirement plan of the Corporation or a Subsidiary upon the
termination of his employment shall be deemed to be retired
under the Plan; provided, however, that any Participant who is
employed by a competitor of the Corporation or a Subsidiary
within one year after leaving the employ of the Corporation or
a Subsidiary shall not be considered, in the discretion of the
Committee, to be retired under the Plan.
(d) Modification of Awards. The Committee may in its
sole and absolute discretion, by written notice to a
Participant, (i) limit or eliminate the ability of the
Participant's Participation and Dividend Shares to generate
additional Dividend Shares, and/or (ii) fix the Book Value of
all or any portion of the Participant's existing Participation
and Dividend Shares for the purposes of any payments that might
be made under subsection 6(c) at their Book Value as of the end
of the fiscal year of the Corporation in which such notice is
dated, and/or (iii) limit the period in which an Option may be
exercised to a period ending at least three months following
the date of such notice, and/or (iv) limit or eliminate the
number of shares subject to Option after a period ending at
least three months following the date of such notice. The
Committee may credit Participation and Dividend Shares which
are affected under this subsection 14(d)(i) or (ii), with
interest at a rate and in a manner determined from time to time
by the Committee.
(e) No Segregation of Cash or Stock. The Accounts
established for Participants are merely a bookkeeping
convenience and neither the Corporation nor its Subsidiaries
shall be required to segregate any cash or stock which may at
any time be represented by awards. Nor shall anything provided
herein be construed as providing for such segregation. Neither
the Corporation, its Subsidiaries, the Board of Directors nor
the Committee shall, by any provisions of the Plan, be deemed
to be a trustee of any property, and the liability of the
Corporation or its Subsidiaries to any Participant pursuant to
the Plan shall be those of a debtor pursuant to such contract
obligations as are created by the Plan, and no such obligation
of the Corporation or its Subsidiaries shall be deemed to be
secured by any pledge or other encumbrance on any property of
the Corporation or its Subsidiaries.
(f) Inalienability of Benefits and Interest. Except
as provided in subsection 14(a), no benefit payable under or
interest in the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any such attempted action shall be
void and no such benefit or interest shall be in any manner
liable for or subject to debts, contracts, liabilities,
engagements, or torts of any Participant or beneficiary.
(g) Delaware Law to Govern. All questions pertaining
to the construction, regulation, validity and effect of the
provisions of the Plan shall be determined in accordance with
the laws of the State of Delaware.
(h) Change in Conditions of Federal Income Tax Laws.
In the event of relevant changes in the Federal income tax
laws, regulations and rulings or other factors affecting the
continued appropriateness of Participation Share awards or
Options under the Plan, the Committee may, in its sole
discretion, accelerate or change the form of payment,
distribution or exercise of such awards or Options. In
addition, the Committee shall have the power to take such
action as it deems necessary and desirable to amend the Plan
and any Options granted hereunder, for the purpose of
permitting the Participant to obtain favorable Federal income
tax treatment in connection with the Options or the disposition
of shares obtained through exercise of Options.
(i) Election to Receive Cash Rather than Stock. The
Committee, in its sole and absolute discretion, may allow
selected Participants the right to convert their unexercised
Options to a cash payment. For each such Option so converted,
the Participant shall be entitled to receive cash equal to the
difference between the Participant's Option Price and the fair
market value of the Common Stock on the date of conversion. In
order to make such a conversion, however, the Participant must
at the time of such conversion also elect to exercise an
equivalent number of Option shares for Common Stock on the same
date. Fair market value at the date of conversion shall be
defined as the reported closing price of Common Stock on the
day of conversion as reported on the composite list used by The
Wall Street Journal for reporting stock prices, or if no such
sale shall have been made on that day, on the last preceding
day on which there was such a sale.
(j) Election to Defer Receipt. Under rules
established by the Committee in its sole and absolute
discretion, the Committee may permit a Participant to elect to
defer the receipt of all or any portion of amounts which may
otherwise become payable under subsection 6(c). This election
shall be evidenced by a letter from the Participant to the
Committee, which letter shall be signed by the Participant and
accepted by the Committee before the Maturity Date. The period
of deferral specified in the letter shall be set forth in
accordance with the rules of the Committee and may extend to a
period following retirement. If accepted by the Committee,
such letter may provide that the amount otherwise payable to
the Participant shall be valued at the Maturity Date and earn
interest from that date at a rate and in a manner determined
from time to time by the Committee. After adjustment for any
resulting interest, the deferred amount shall be paid at the
date or dates specified in the Participant's letter, and such
adjusted amount shall not be subject to forfeiture as otherwise
provided in subsection 6(h). In the discretion of the
Committee, the balance of a Participant's deferred amount may
be paid earlier than the date or dates specified in the
Participant's letter, but only in the case of severe financial
hardship.
(k) Purchase of Common Stock. The Corporation and
its Subsidiaries may purchase from time to time shares of
Common Stock in such amounts as they may determine for purposes
of the Plan. The Corporation and its Subsidiaries shall have
no obligation to retain, and shall have the unlimited right to
sell or otherwise deal with for their own account, any shares
of Common Stock purchased pursuant to this paragraph.
(l) Use of Proceeds. The proceeds received by the
Corporation from the sale of Common Stock pursuant to the
exercise of Options shall be used for general corporate
purposes.
(m) Amendments. The Committee shall have the power
to amend the Plan and any Options or Participation Share awards
granted hereunder (i) for the purposes described in subsection
14(h) and (ii) to make administrative changes in the Plan which
are not material either individually or in the aggregate and
which do not increase the cost of the Plan to the Corporation
or alter the allocation of benefits as between the
Participants.