KIMBERLY-CLARK CORPORATION
1992 EQUITY PARTICIPATION PLAN
(as amended effective February 11, 1993)
1. PURPOSE
This 1992 Equity Participation Plan (the "Plan") of
Kimberly-Clark Corporation (the "Corporation") is intended to
aid in attracting and retaining highly qualified personnel and
to encourage those employees who materially contribute, by
managerial, scientific or other innovative means, to the
success of the Corporation or of a Subsidiary, to acquire an
ownership interest in the Corporation, thereby increasing their
motivation for and interest in the Corporation's or
Subsidiary's long-term success.
2. EFFECTIVE DATE
The Plan is effective as of April 24, 1992, upon (a)
approval by the Board and (b) approval by the stockholders of
the Corporation at the 1992 Annual Meeting.
3. DEFINITIONS
"Award" means an Award described in section 6 of this Plan.
"Award Agreement" means an agreement entered into between
the Corporation and a Participant setting forth the terms and
conditions applicable to the Award granted to the Participant.
"Board" means the Board of Directors of the Corporation.
"Code" means the Internal Revenue Code of 1986 and the
regulations thereunder, as amended from time to time.
"Committee" means the Compensation Committee of the Board,
provided that if the requisite number of members of the
Compensation Committee are not Disinterested Persons, the Plan
shall be administered by a committee, all of whom are
Disinterested Persons, appointed by the Board and consisting of
two or more directors with full authority to act in the matter.
The term "Committee" shall mean the Compensation Committee or
the committee appointed by the Board, as the case may be.
"Committee Rules" means the interpretative guidelines
approved by the Committee providing the foundation for
administration of this Plan.
"Common Stock" means the common stock, par value $1.25 per
share, of the Corporation and shall include both treasury
shares and authorized but unissued shares and shall also
include any security of the Corporation issued in substitution,
in exchange for, or in lieu of the Common Stock.
"Disinterested Person" means a person who is so defined for
purposes of rule 16b-3 under the Exchange Act, or any successor
provision.
"Exchange Act" means the Securities Exchange Act of 1934
and the regulations thereunder, as amended from time to time.
"Fair Market Value" means the reported closing price of the
Common Stock, on the relevant date 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.
"Incentive Stock Option" means an Option which is so
defined for purposes of section 422A of the Code or any
successor section.
"Option" means a right to purchase a specified number of
shares of Common Stock at a fixed option price equal to no less
than 100% of the Fair Market Value of the Common Stock on the
date the Award is granted.
"Nonqualified Stock Option" means any Option which is not
an Incentive Stock Option.
"Participant" means an employee who the Committee selects
to participate in and receive Awards under the Plan
(collectively, the "Participants").
"Participation Shares" means the right, as described in
section 7, to receive an amount equal to the increase in book
value on a specified number of shares of Common Stock.
"Subsidiary" means any company in which the Corporation
owns a majority of the equity interest (collectively, the
"Subsidiaries").
4. ADMINISTRATION
The Plan and all Awards granted pursuant thereto shall be
administered by the Committee. The Committee, in its absolute
discretion, shall have the power to interpret and construe the
Plan and any Award Agreements. Any interpretation or
construction of any provisions of this Plan or the Award
Agreements by the Committee shall be final and conclusive upon
all persons. No member of the Board 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. 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 Committee
Rules and other guidelines in connection with the performance
of its obligations, powers and duties under the Plan, including
its duty to administer and construe the Plan and the Award
Agreements.
The Committee may authorize persons other than its members
to carry out its policies and directives subject to the
limitations and guidelines set by the Committee, except that:
(a) the authority to grant Awards shall not be delegated by the
Committee; (b) the authority to administer Awards with respect
to persons who are subject to section 16 of the Exchange Act
shall not be delegated by the Committee; and (c) any delegation
shall satisfy any other applicable requirements of rule 16b-3
of the Exchange Act, or any successor provision. Any person to
whom such authority is granted shall continue to be eligible to
receive Awards under the Plan.
5. ELIGIBILITY
The Committee shall from time to time select the Plan
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 employees (including officers and
directors who are employees) of the Corporation and its
Subsidiaries are eligible to participate in the Plan.
6. FORMS OF AWARDS
All Awards under the Plan shall be made in the form of
Participation Shares or Options. The Committee may make Awards
solely in Options or Participation Shares, or in any
combination of the two. Notwithstanding anything in this Plan
to the contrary, any Awards shall contain the restriction on
assignability in section 15(f) of this Plan to the extent
required under rule 16b-3 of the Exchange Act.
7. 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 (i) in which either the fifth or seventh
anniversary, as determined by the Committee when the Award is
granted, of the date 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 9(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
7(g), equal to the sum of the Maturity Value and the Dividend
Share Value.
The "Maturity Value" of an Award of Participation
Shares 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 $.41 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 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 occured in 1992 in accordance with generally accepted
accounting principles. 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 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 7(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
7(a), (ii) Dividend Shares in subsection 7(c) and (iii) whether
the total cash dividends declared per share of Common Stock in
a quarter is less than $.41 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 7(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 15(j), the cash payment provided for in subsection
7(c) shall be payable within 90 days following the Maturity
Date.
(h) Termination of Employment. Except as provided in
subsections 9(a) and 15(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.
8. 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.
Such Options may be in the form of Incentive Stock Options or
in the form of Nonqualified Stock Options. After granting an
Option to a Participant, the Committee shall cause to be
delivered to the Participant an Award Agreement evidencing the
granting of the Option. The Award Agreement 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 8(a) through 8(h).
(a) Period of Option. The Period of each Option
shall be no more than 10 years 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").
(c) Limitations on Exercise. 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.
(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 8(c), 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 the
Participant's death.
(f) Exercise; Notice Thereof. Options shall be
exercised by delivering to the Corporation, at the office of
the Treasurer at the 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 the Committee Rules, 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 with respect to which 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 8(a)
through 8(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 Exchange Act or
the Code.
9. 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 or a Subsidiary is terminated
by reason of a shutdown or divestiture of all or a portion of
the Corporation's or its Subsidiary's business.
(b) A leave of absence approved by the Committee
shall not be deemed to be a termination of employment for
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.
10. SHARES SUBJECT TO THE PLAN
The number of shares of Common Stock available with respect
to all Awards granted under this Plan shall not exceed
10,000,000 in the aggregate, of which not more than 10,000,000
shall be available for option and sale, subject to the
adjustment provision set forth in section 12 hereof. 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 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 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.
11. 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.
12. 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.
13. 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.
14. TERM OF THE PLAN
The term of the Plan shall be ten years, beginning April
24, 1992, and ending April 23, 2002, unless the Plan is
terminated or extended by action of the Committee. 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.
15. 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 and the
Committee. Any decision made or action taken by the
Corporation, the Board 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 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.
(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 7(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 15(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 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 15(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 Awards under the Plan, the
Committee may, in its sole discretion, accelerate or change the
form of payment, distribution or exercise of such Awards. 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.
(j) Election to Defer Receipt. The Committee Rules
may, in the Committee's sole and absolute discretion, permit a
Participant to elect to defer the receipt of all or any portion
of amounts which may otherwise become payable under subsection
7(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 Committee Rules 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 7(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) Withholding. The Committee may require the
withholding of all taxes as required by law. In the case of
payments of Awards in shares of Common Stock or other
securities, withholding shall be as required by law and in the
Committee Rules.
(n) Amendments. The Committee may at any time amend,
suspend, or discontinue the Plan or alter or amend any or all
Award Agreements under the Plan to the extent permitted by law
and the rules of any stock exchange on which the Common Stock
or any other security of the Corporation or its subsidiaries is
listed; 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 Exchange Act (including the rules and
regulations promulgated thereunder) or the Code.
Notwithstanding the foregoing, in the event of relevant changes
in rule 16b-3 of the Exchange Act, or in the interpretation
thereof by appropriate governmental bodies, the Committee may,
in its sole discretion, take such action as it deems necessary
and desirable to amend, suspend, or discontinue the Plan or
alter or amend any or all Award Agreements under the Plan to
the extent permitted by rule 16b-3 of the Exchange Act. Except
as provided in subsections 8(i), 15(d), and 15(h), no such
amendment, suspension, or termination of the Plan shall,
without the consent of the Participant, adversely alter or
change any of the rights or obligations under any Awards or
other rights previously granted the Participant under the Plan.
However, the Committee may not take any action without approval
of the Corporation's stockholders if such approval is required
by law, rule 16b-3 of the Exchange Act, or the rules of any
stock exchange on which the Common Stock or any other security
of the Corporation or its Subsidiaries are listed.