Exhibit 10d
KIMBERLY-CLARK CORPORATION
1986 EQUITY PARTICIPATION PLAN
(AS AMENDED EFFECTIVE NOVEMBER 1, 1996)
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 was originally adopted 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. The Plan as hereby amended and restated is adopted effective as
of November 1, 1996.
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 a `Non-Employee Director'' for
purposes of rule 16b-3 under the Securities Exchange Act of 1934, or any
successor provision, and who is also an `outside director'' for purposes of
section 162(m) of the Internal Revenue Code, as amended.
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.