THE MANITOWOC COMPANY, INC.
1995 Stock Plan
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1. PURPOSE
The purpose of this 1995 Stock Plan (the "Plan") is to promote the
interests of The Manitowoc Company, Inc. (the "Company") and its
stockholders by providing a method whereby key employees of the
Company and its subsidiaries who are primarily responsible for the
management, growth and financial success of the Company may be
offered incentives and rewards which will encourage them to acquire
a proprietary interest, or otherwise increase their proprietary
interest, in the Company and continue to remain in the employ of
the Company or its subsidiaries. The Plan permits grants of options
to purchase shares of Common Stock, $.01 par value, of the Company
("Common Stock"), grants of limited stock appreciation rights in
connection with options and awards of shares of Common Stock that
are restricted as provided in Section 6 ("Restricted Shares").
Awards of Restricted Shares may be in lieu of or in addition to
grants of options under the Plan. It is intended that options
issued under this Plan shall constitute (a) incentive stock options
("Incentive Stock Options") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and the
treasury regulations promulgated thereunder, to the extent provided
in Section 5(a) hereof, or (b) options which do not qualify as
incentive stock options ("Non-qualified Stock Options") .
2. SHARES SUBJECT TO PLAN
The total number of shares of Common Stock with respect to which
options may be granted and Restricted Shares may be awarded under
the Plan shall not exceed 750,000 shares, subject to adjustment as
provided in Section 7. Shares awarded as Restricted Shares or
issued upon exercise of options granted under the Plan may be
either authorized and unissued shares or treasury shares. In the
event that any Restricted Shares shall be forfeited or any option
granted under the Plan shall terminate, expire or be canceled as to
any shares of Common Stock, without having been exercised in full,
new awards of Restricted Shares may be made or new options may be
granted with respect to such shares without again being charged
against the maximum share limitations set forth above in this
Section 2.
Notwithstanding any other provision of the Plan to the contrary,
the maximum number of shares of Common Stock (subject to adjustment
under Section 7) subject to award of an option or Restricted Shares
that any Participant (as defined in Section 4 hereof) can be
granted under the Plan during its term is 200,000 shares.
3. ADMINISTRATION
The Plan shall be administered by the Compensation and Benefits
Committee, or any successor Committee (hereinafter called the
"Committee"), which shall be appointed by the Board of Directors of
the Company (the "Board") and shall consist of such number of
directors, not less than three, as shall be determined by the
Board, who shall serve at the pleasure of the Board. Each member
of the Committee shall at the time of designation and service be a
"disinterested person" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or any successor rule or regulation in effect at the time ("Rule
16b-3"), and be an "outside director" within the meaning of Section
162(m) of the Code and the Treasury Regulations promulgated
thereunder.
The Committee, from time to time, may adopt rules and regulations
for carrying out the provisions and purposes of the Plan. The
interpretation and construction by the Committee of any provisions
of, and the determination of any question arising under, the Plan,
any such rule or regulation, or any agreement granting options or
Restricted Shares under the Plan, shall be final and conclusive and
binding on all persons interested in the Plan.
Subject to the terms and conditions of the Plan, the Committee, in
its sole discretion, shall determine the Participants to whom
options and Restricted Shares shall be granted, the time or times
when they shall be granted, when options may be exercised, the
number of shares to be awarded as Restricted Shares or to be
covered by each option so granted, all other terms and conditions
of the grant of options or awards of Restricted Shares, the terms
and provisions of the award agreements (which need not be
identical) and, with respect to grants of options, which options
are to be Incentive Stock Options and which Options are to be Non-
qualified Stock Options.
4. ELIGIBILITY
Any key employees of the Company or its present or future
subsidiaries ("Participants") as determined by the Committee shall
be eligible to receive awards under the Plan. No director who is
not an officer or employee of the Company or a subsidiary thereof
and no member of the Committee, during the time of his or her
service as such, shall be eligible to receive an option or
Restricted Shares under the Plan.
5. OPTIONS
All options approved by the Committee under the Plan shall be
evidenced by stock option agreements in writing (hereinafter called
"option agreements"), in such form as the Committee may from time
to time approve, executed on behalf of the Company by one or more
members of the Committee. Each such agreement shall be subject to
the Plan and, in addition to such other terms and conditions as the
Committee may deem desirable, shall provide in substance as
follows:
(a) Limitations. The aggregate Fair Market Value (as defined in
Section 5(b) hereof) of the shares of Common Stock (determined
as of the date of grant) with respect to which Incentive Stock
Options may be first exercisable by a Participant during any
calendar year under this Plan and all other option plans of the
Company and its subsidiaries shall not exceed $100,000;
provided, however, that, to the extent permitted by the Code and
the Treasury Regulations promulgated thereunder, nothing
contained in this Section 5(a) shall be interpreted to prevent a
Participant (i) from exercising in any year subsequent to the
year in which an Incentive Stock Option first became exercisable
the whole or any portion of such Incentive Stock Option not
exercised in the year such Incentive Stock Option first became
exercisable, or (ii) from exercising Incentive Stock Options in
full pursuant to the terms of Section 7(c) hereof. Non-qualified
Stock Options may be exercised by a Participant without regard
to the limitations stated in the previous sentence.
(b) Number and Price of Shares. Each option agreement shall
specify the number of shares of Common Stock covered by such
option and the purchase price per share thereof. Such price
shall be equal to at least 100% of the fair market value of the
shares as of the date such option is granted ("Fair Market
Value"). The Fair Market Value of a share of Common Stock shall
be the price per share at the close of the prior days trading as
reported on the New York Stock Exchange Composite Tape. The
option price shall be subject to adjustment as provided in
Section 7 hereof.
In the case of a Participant who owns shares of Common Stock
representing more than ten percent (10%) of the total combined
voting power of all classes of stock the Company (as determined
under Section 425(e) and (f) of the Code) at the time an
Incentive Stock Option is granted, the Incentive Stock Option
price shall not be less than 110% of the Fair Market Value of
the shares at the time the Incentive Stock Option is granted.
(c) Time of Exercise. Each option agreement shall set forth the
period during which it may be exercised, which shall be
determined by the Committee at the time of grant, subject to the
Committee's ability to accelerate vesting, provided that each
Non-qualified Stock Option shall expire not more than ten years
and two days after the date such option is granted and each
Incentive Stock Option shall expire not more than ten years
after the date such option is granted (the period set forth in
each option agreement being hereinafter referred to as "option
period").
Notwithstanding the foregoing, if a Participant owns, at the
time of grant, stock representing more than 10% of the total
combined voting power of all classes of the Company's stock,
then no Incentive Stock Option granted to such Participant may
have a life of more than five years from the date of grant.
(d) Manner of Exercise. An option may be exercised, subject to
its terms and conditions and the terms and conditions of the
Plan, subject to the company Insider Trading Policy as outlined
in the Corporate Policy Manual, No. 112., in full at any time or
in part from time to time by delivery to the Secretary of the
Company (or such other designee) of a written notice of exercise
specifying the number of shares with respect to which the option
is being exercised. Any notice of exercise shall be accompanied
by full payment of the option price of the shares being
purchased, unless the broker-dealer sale and remittance payment
procedure detailed below is utilized in connection therewith.
Payment of the option price may be effected in one of the
alternative forms specified below:
(i) in cash or cash equivalents;
(ii) with the consent of the Committee (as set forth in the
option agreement or otherwise), by delivery of shares of
Common Stock held by the Participant for at least six (6)
months and having a Fair Market Value on the Exercise Date
(as such term is defined below) equal to the option price;
(iii) with the consent of the Committee (as set forth in the
option agreement or otherwise), by any combination of shares
of Common Stock held for at least six (6) months, valued at
Fair Market Value on the Exercise Date, and cash or cash
equivalents; or
(iv) by payment effected through a broker-dealer sale and
remittance procedure pursuant to which the Participant (a)
shall provide irrevocable written instructions to the
designated broker/dealer to effect the immediate sale of the
purchased shares and remit to the Company, out of the sale
proceeds available on the settlement date, an amount equal to
the aggregate option price payable for the purchased shares
plus all applicable Federal and State income and employment
taxes required to be withheld by the Company by reason of
such purchase and (b) shall provide written directives to
the Company to deliver the certificates for the purchased
shares directly to such broker-dealer; or
(v) by delivery of other any property acceptable to the Committee
which has a fair market value, as determined by the
Committee, on the Exercise Date equal to the option price and
serves as valid consideration for issuance of the Company's
Common Stock.
For purposes of this subsection (d), the "Exercise Date"
shall be the first date on which there shall have been
delivered to the Company: (i) written notice of the exercise
of the option and (ii) any representations by the Participant
that the Committee should determine are required by Federal
or State securities laws.
(e) Termination of Employment. In the event a Participant leaves
the employ of the Company and/or its subsidiaries, whether
voluntarily or by reason of dismissal, disability, death or
retirement, all rights to exercise an option shall terminate
immediately unless otherwise provided in the option agreement
granted to such Participant.
(f) Non-Transferability of Options or Limited Rights. To the
extent required to comply with Rule 16b-3, the options granted
under the Plan and any Limited Right (as hereinafter defined)
are not transferable by the Participant other than by will or by
the laws of descent and distribution and during the lifetime of
the Participant, such option may be exercised only by the
Participant or such Participant's legal representative.
(g) Prior Outstanding Options. Each option agreement evidencing
an Incentive Stock Option shall provide that, if such Incentive
Stock Option is exercisable by its terms, it may be exercised
while there is outstanding (within the meaning of Section 422(c)
(7) of the Code) any other Incentive Stock Option to purchase
shares of Common Stock of the Company or of a corporation which
is a subsidiary of the Company or of a predecessor corporation
of the Company or such subsidiary.
6. RESTRICTED SHARES.
(a) Awards. The Committee may from time to time in its discretion
award Restricted Shares to Participants and shall determine the
number of Restricted Shares awarded and the terms and conditions
of, and the amount of payment, if any, to be made by the
Participant for, such Restricted Shares. Each award of
Restricted Shares will be evidenced by a written agreement
executed on behalf of the Company by one or more members of the
Committee and containing terms and conditions not inconsistent
with the Plan as the Committee, in its sole discretion, shall
determine to be appropriate.
(b) Restricted Period; Lapse of Restrictions. At the time an
award of Restricted Shares is made, the Committee shall
establish a period of time (the "Restricted Period") applicable
to such award which shall not be less than one year nor more
than ten years. Each award of Restricted Shares may have a
different Restricted Period. At the time an award is made, the
Committee may, in its discretion, prescribe conditions for the
incremental lapse of restrictions during the Restricted Period
and for the lapse or termination of restrictions upon the
occurrence of other conditions in addition to or other than the
expiration of the Restricted Period with respect to all or any
portion of the Restricted Shares. Such conditions may include,
without limitation, the death or disability of the Participant
to whom Restricted Shares are awarded, retirement of the
Participant pursuant to normal or early retirement under any
retirement plan of the Company or any of its subsidiaries,
termination by the Company or any of its subsidiaries of the
Participant's employment other than for cause or the occurrence
of an Acceleration Date (as defined in Section 7(c) hereof). The
Committee may also, in its discretion, shorten or terminate the
Restricted Period or waive any conditions for the lapse or
termination of restrictions with respect to all or any portion
of the Restricted Shares at any time after the date the award is
made.
(c) Rights of Holder; Limitations Thereon. Upon an award of
Restricted Shares, a stock certificate representing the number
of Restricted Shares awarded to the Participant shall be
registered in the Participant's name and, at the discretion of
the Committee, will be either delivered to the Participant with
an appropriate legend or held in custody by the Company or a
bank for the Participant's account. The Participant shall
generally have the rights and privileges of a stockholder as to
such Restricted Shares, including the right to vote such
Restricted Shares, the right to receive cash dividends, except
that the following restrictions shall apply: (i) with respect to
each Restricted Share, the Participant shall not be entitled to
delivery of an unlegended certificate until the expiration or
termination of the Restricted Period, and the satisfaction of
any other conditions prescribed by the Committee, relating to
such Restricted Share; (ii) with respect to each Restricted
Share, such share may not be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of until the
expiration of the Restricted Period, and the satisfaction of any
other conditions prescribed by the Committee, relating to such
Restricted Share; and (iii) except as otherwise determined by
the Committee, upon termination of employment of a Participant
for any reason during the applicable Restricted Period, all of
the Restricted Shares as to which restrictions have not at the
time lapsed shall be forfeited and all rights of the Participant
to such Restricted Shares shall terminate without further
obligation on the part of the Company. Upon the forfeiture of
any Restricted Shares, such forfeited shares shall be
transferred to the Company without further action by the
Participant. At the discretion of the Committee, cash and stock
dividends with respect to the Restricted Shares may be either
currently paid or withheld by the Company for the Participant's
account, and interest may be paid on the amount of cash
dividends withheld at a rate and subject to such terms as
determined by the Committee. The Participant shall have the
same rights and privileges, and be subject to the same
restrictions, with respect to any shares received pursuant to
Section 7(h) hereof.
(d) Delivery of Unrestricted Shares. Upon the expiration or
termination of the Restricted Period and the satisfaction of any
other conditions prescribed by the Committee, the restrictions
applicable to the Restricted Shares shall lapse and one or more
stock certificates for the appropriate number of Restricted
Shares with respect to which the restrictions have lapsed shall
be delivered, free of all such restrictions, except any that may
be imposed by law, to the Participant or the Participant's
beneficiary or estate, as the case may be. The Company shall not
be required to deliver any fractional share of Common Stock but
will pay, in lieu thereof, the fair market value (determined as
of the date the restrictions lapse) of such fractional share to
the Participant or the Participant's beneficiary or estate, as
the case may be. Prior to or concurrently with the issuance or
delivery of an unlegended certificate for Restricted Shares, the
Participant shall be required to pay any portion of the purchase
price of such Restricted Shares then unpaid, if any, and that
amount necessary to satisfy applicable Federal, state or local
tax requirements.
7. EFFECT OF CERTAIN CHANGES.
(a) If there is any change in the number of shares of Common
Stock by reason of a declaration of a stock dividend (other than
a stock dividend declared in lieu of an ordinary cash dividend),
stock split, recapitalization, or combination or exchange of
shares, the number of shares of Common Stock available for
options and Restricted Shares and the number of such shares
covered by outstanding options, and the price per share of such
options, shall be proportionately adjusted by the Committee to
reflect any increase or decrease in the number of issued shares
of Common Stock; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated.
(b) In the event of the proposed dissolution or liquidation of
the Company, or in the event of any corporate separation or
division, including, but not limited to, a split-up, split-off,
or spin-off, the Committee may provide that the holder of each
option then exercisable shall have the right to exercise such
option (at its then option price) solely for the kind and amount
of shares of stock and other securities, property, cash or any
combination thereof receivable upon such dissolution,
liquidation or corporate separation or division by a holder of
the number of shares of Common Stock for which such option might
have been exercised immediately prior to such dissolution,
liquidation, or corporate separation or division; or the
Committee may provide, in the alternative, that each option
granted under the Plan shall terminate as of a date to be fixed
by the Board, provided that not less than thirty (30) days
written notice of the date so fixed shall be given to each
Participant, who shall have the right, during the period of
thirty (30) days preceding such termination, to exercise the
option as to all or any part of the shares of Common Stock
covered thereby, including shares as to which such option would
not otherwise be exercisable.
(c) If while unexercised options remain outstanding under the
Plan (i) any "person", as such term is used in Sections 13(d)
and 14(d) of the Exchange Act (other than the Company, any
trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned, directly
or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock
of the Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 30% or
more of the combined voting power of the Company's then
outstanding securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such
period constitute the Board, and any new director (other than a
director designated by a person who has entered into an
agreement with the Company to effect a transaction described in
clause (i), (iii) or (iv) of this subsection) whose election by
the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of
the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute at least a majority thereof, (iii) the stockholders
of the Company approve a merger or consolidation of the Company
with any other corporation, other than (a) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 80% of
the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after
such merger or consolidation or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or
similar transaction) in which no "person" (as hereinabove
defined) acquires more than 30% of the combined voting power of
the Company's then outstanding securities, or (iv) the
stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets, then from and after the date on which public
announcement of the acquisition of such percentage shall have
been made, or the date on which the change in the composition of
the Board set forth above shall have occurred, or the date of
any such stockholder approval (any such date being referred to
herein as the "Acceleration Date"), all options shall be
exercisable in full, whether or not otherwise exercisable, but
subject, however, in the case of an Incentive Stock Option, to
Section 5 (g) hereof. Following the Acceleration Date, (1) the
Committee shall, in the case of a merger, consolidation,
liquidation or sale or disposition of assets, promptly make an
appropriate adjustment to the number and class of shares of
Common Stock available for options and Restricted Shares, and to
the amount and kind of shares or other securities or property
receivable upon exercise of any outstanding options after the
effective date of such transaction, and the price thereof, and
(2) the Committee may, in its discretion, permit the
cancellation of outstanding options in exchange for a cash
payment in an amount per share subject to any such option equal
to the amount that would be payable pursuant to Section 8(b)
hereof upon exercise of a Limited Right (as defined in Section
8(a) hereof) under those circumstances; provided, however, that,
for purposes of such cancellation and cash-out, the Acceleration
Date shall be restricted in such manner as the Committee may
determine is necessary to comply with the conditions and
requirements of Rule 16b-3 to prevent short-swing profit
liability to the holder thereof under Section 16(b) of the
Exchange Act.
(d) Subsections (b) and (c) of this Section 7 shall not apply to
a merger or consolidation in which the Company is the surviving
corporation and shares of Common Stock are not converted into or
exchanged for stock or securities of any other corporation, cash
or any other thing of value. Notwithstanding the preceding
sentence, in case of any consolidation or merger of another
corporation into the Company in which the Company is the
surviving corporation and in which there is a reclassification
or change (including a change to the right to receive cash or
other property) of the shares of Common Stock (other than a
change in par value, or from par value to no par value, or as a
result of a subdivision or combination, but including any change
in such shares into two or more classes or series of shares),
the Committee may provide that the holder of each option then
exercisable shall have the right to exercise such option solely
for the kind and amount of shares of stock and other securities
(including those of any new direct or indirect parent of the
Company), property, cash or any combination thereof receivable
upon such reclassification, change, consolidation or merger by
the holder of the number of shares of Common Stock for which
such option might have been exercised.
(e) In the event of a change in the Common Stock of the Company
as presently constituted, which is limited to a change of all of
its authorized shares with par value into the same number of
shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.
(f) To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by
the Committee, whose determination in that respect shall be
final, binding and conclusive, provided that each Incentive
Stock Option granted pursuant to this Plan shall not be adjusted
in a manner that causes such option to fail to continue to
qualify as an incentive stock option within the meaning of
Section 422 of the Code.
(g) Except as hereinbefore expressly provided in this Section 7,
the Participant shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or
the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another corporation, and any
issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock
subject to the option or the number or price of Restricted
Shares. The grant of an option or of Restricted Shares pursuant
to the Plan shall not affect in any way the right or power of
the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures
or to merge or to consolidate or to dissolve, liquidate or sell
or transfer all or part of its business or assets.
(h) The Committee may make or provide for such adjustments to the
number and class of shares available for awards of Restricted
Shares under the Plan or to any outstanding Restricted Shares as
it shall deem appropriate to prevent dilution or enlargement of
rights, including adjustments in the event of changes in the
outstanding Common Stock by reason of stock dividends, stock
splits, split-ups, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, separations, reorganizations,
liquidations and the like. Any such determination by the Committee
shall be conclusive.
8. LIMITED RIGHTS
(a) The Committee shall have authority to grant a limited stock
appreciation right (a "Limited Right") to the holder of any
option with respect to all or some of the shares of Common Stock
covered by such option. A Limited Right may be granted either at
the time of grant of the related option or any time thereafter
during its term. Each Limited Right shall be exercisable only
if, and to the extent that, the related option is exercisable
pursuant to Section 7(c) hereof or otherwise, and, in the case
of a Limited Right granted in respect of an Incentive Stock
Option, only when the Fair Market Value per share of Common
Stock exceeds the option price per share. Notwithstanding the
provisions of the two immediately preceding sentences, no
Limited Right may be exercised until the expiration of six (6)
months from the date of grant of the Limited Right. Upon the
exercise of a Limited Right, the related option shall cease to
be exercisable to the extent of the shares of Common Stock with
respect to which such Limited Right is exercised, but shall be
considered to have been exercised to that extent for purposes of
determining the number of shares of Common Stock available for
the grant of further stock options and Rights or the award of
further Restricted Shares pursuant to this Plan. Upon the
exercise or termination of an option, the Limited Right with
respect to such option shall terminate to the extent of the
shares of Common Stock with respect to which such option was
exercised or terminated.
(b) Upon the exercise of a Limited Right, the holder thereof
shall receive in cash whichever of the following amounts is
applicable.
(i) in the case of an exercise of Limited Rights by reason of an
acquisition of Common Stock described in Section 7(c)(i)
hereof, an amount equal to the Acquisition Spread (as defined
in Section 8(d) hereof);
(ii) in the case of an exercise of Limited Rights by reason of
the change in composition of the Board of Directors described
in Section 7(c)(ii), an amount equal to the Spread (as
defined in Section 8(e) hereof);
(iii) in the case of an exercise of Limited Rights by reason of
stockholder approval of a merger described in Section
7(c)(iii), an amount equal to the Merger Spread (as defined
in Section 8(g) hereof); or
(iv) in the case of an exercise of Limited Rights by reason of
stockholder approval of a plan or agreement described in
Section 7(c)(iv), an amount equal to the Liquidation Spread
(as defined in Section 8(i) hereof).
Notwithstanding the foregoing, in the case of a Limited Right
granted in respect of an Incentive Stock Option, the holder
may not receive an amount in excess of such amount as will
enable such option to qualify as an Incentive Stock Option.
(c) The term "Acquisition Price per Share" as used in this
Section 8 shall mean, with respect to the exercise of any
Limited Right by reason of an acquisition of Common Stock
described in Section 7(c) (i), the greater of (i) the highest
price per share shown on the Statement on Schedule 13D or
amendment thereto filed by the holder of 30% (or such greater
percentage as shall be required in order for the exemptions
available under Rule l6b-3 to continue to be applicable to the
Plan) or more of the Company's Common Stock which gives rise to
the exercise of such Limited Right, and (ii) the highest Fair
Market Value per share of Common Stock during the sixty-day
period ending on the date such Limited Right is exercised. Any
securities or property which are part or all of the
consideration paid for shares of Common Stock in such
acquisition shall be valued in determining the Acquisition Price
per share at the higher of (A) the valuation placed on such
securities or property by the corporation, person or other
entity having such consideration or (B) the valuation placed on
such securities or property by the Committee.
(d) The term "Acquisition Spread" as used in this Section 8 shall
mean an amount equal to the product computed by multiplying (i)
the excess of (A) the Acquisition Price per Share over (B) the
option price per share of Common Stock at which the related
option is exercisable, by (ii) the number of shares of Common
Stock with respect to which the Limited Right is being
exercised.
(e) The term "Spread" as used in this Section 8 shall mean, with
respect to the exercise of any Limited Right by reason of a
change in the composition of the Board described in Section 7(c)
(ii), an amount equal to the product computed by multiplying (i)
the excess of (A) the highest Fair Market Value per share of
Common Stock during the sixty-day period ending on the date the
Limited Right is exercised over (B) the option price per share
of Common Stock at which the related option is exercisable, by
(ii) the number of shares of Common Stock with respect to which
such Limited Right is being exercised.
(f) The term "Merger Price per Share" as used in this Section 8
shall mean, with respect to the exercise of any Limited Right by
reason of stockholder approval of an agreement described in
Section 7(c) (iii), the greater of (i) the fixed or formula
price for the acquisition of shares of Common Stock specified in
such agreement if such fixed or formula price is determinable on
the date on which such Limited Right is exercised, and (ii) the
highest Fair Market Value per share of Common Stock during the
sixty-day period ending on the date such Limited Right is
exercised. Any securities or property which are part or all of
the consideration for the acquisition of shares of Common Stock
specified in such agreement shall be valued in determining the
Merger Price per Share at the higher of (A) the valuation placed
on such securities or property by the corporation, person or
other entity paying such consideration or (B) the valuation
placed on such securities or property by the Committee.
(g) The term "Merger Spread" as used in this Section 8 shall mean
an amount equal to the product computed by multiplying (i) the
excess of (A) the Merger Price per Share over (B) the option
price per share of Common Stock at which the related option is
exercisable, by (ii) the number of shares of Common Stock with
respect to which the Limited Right is being exercised.
(h) The term "Liquidation Price per Share" as used in this
Section 8 shall mean, with respect to the exercise of any
Limited Right by reason of stockholder approval of a plan or
agreement described in Section 7(c)(iv), the greater of (i) the
fixed or formula price for the acquisition of shares of Common
Stock specified in such plan or agreement if such fixed or
formula price is determinable on the date on which such Limited
Right is exercised, and (ii) the highest Fair Market Value per
share of Common Stock during the sixty-day period ending on the
date such Limited Right is exercised. Any securities or property
which are part or all of the consideration for the acquisition
of shares of Common Stock specified in such plan or agreement
shall be valued in determining the Liquidation Price per Share
at the higher of (A) the valuation placed on such securities or
property by the corporation, person or other entity paying such
consideration or (B) the valuation placed on such securities or
property by the Committee.
(i) The term "Liquidation Spread" as used in this Section 8 shall
mean an amount equal to the product computed by multiplying (i)
the excess of (A) the Liquidation Price per Share over (B) the
option price per share of Common Stock at which the related
option is exercisable, by (ii) the number of shares of Common
Stock with respect to which the Limited Right is being
exercised.
9. FINANCING OF EXERCISE OF OPTIONS AND PURCHASE OF RESTRICTED SHARES
To the extent permitted by the regulations of the Federal Reserve
Board governing margin requirements in effect at the time of
exercise of any option or purchase of any Restricted Shares
(including any exemption from margin requirements for employee
stock option plans if such exemption is available), the Company may
extend credit, or arrange for the extension of credit, to each
Participant who exercises an option or purchases Restricted
Shares,at the time of such exercise or purchase, to assist the
Participant in the purchase of stock. Such credit will be
collateralized by the stock purchased and will be in an amount not
greater than the lesser of (i) the option or purchase price of the
stock or (ii) the amount of credit permitted by regulations of the
Federal Reserve Board. The rate of interest, terms of repayment
and provisions for release of collateral with respects to each such
credit will be as determined by the Committee at the time the
credit is extended, but in any event shall be in accordance with
any applicable regulations of the Federal Reserve Board.
10. SUBSIDIARY
For purposes of the Plan, a subsidiary of the Company shall be any
corporation which at the time qualifies as a subsidiary thereof
under the definition of "subsidiary corporation" contained in
Section 425 of the Code, as the same may be amended from time to
time. A transfer of employment from the Company to such a
subsidiary or vice versa or between two such subsidiaries shall not
be deemed a termination of employment.
11. GOVERNMENT REGULATIONS
The Plan, the award or purchase of Restricted Shares and the grant
and exercise of options and Limited Rights hereunder, and the
Company's obligation to sell and deliver shares of stock pursuant
to any such award, purchase or exercise, shall be subject to all
applicable Federal and state laws, rules and regulations and to
such approvals by any regulatory or government agency as may be
required. The Company shall not be required to issue or deliver any
certificate or certificates for shares of its Common Stock prior to
(i) the admission of such shares to listing on any stock exchange
on which the Common Stock may then be listed and (ii) the
completion of any registration or other qualification of such
shares under any state or Federal law or rulings or regulations of
any government body, which the Company shall, in its sole
discretion, determine to be necessary or advisable.
12. TERM OF THE PLAN
The effective date of the Plan shall be May 22, 1995, subject,
however, to the approval by the stockholders of the Company at the
next annual meeting of stockholders, or any adjustment or
postponement thereof, within twelve months following the date of
adoption of the Plan by the Board, and any and all awards made
under the Plan prior to such approval shall be subject to such
approval. The Plan shall terminate ten years from the effective
date or on such earlier date as may be determined by the Board of
Directors. In any case, termination shall be deemed to be
effective as of the close of business on the day of termination. No
option or Limited Right may be granted, and no Restricted Shares
may be awarded, after such termination. Termination of the Plan,
however, shall not affect outstanding options, Limited Rights or
Restricted Shares which have been granted prior to such
termination, and all unexpired options, Limited Rights and
Restricted Shares shall continue in force and operation after
termination of the Plan except as they may lapse or terminate by
their own terms and conditions and the terms of the Plan shall
continue to apply to such options, Limited Rights and Restricted
Shares.
13. AMENDMENT OF THE PLAN
The Board of Directors of the Company at any time and from time to
time may suspend or amend the Plan in any respect; provided,
however, that no amendment which requires stockholder approval in
order for the exemptions available under Rule 16b-3 to continue to
be applicable to the Plan shall be effective unless the same shall
be approved by the stockholders of the Company entitled to vote
thereon. Without the written consent of the applicable Participant,
no amendment, modification, suspension or termination of the Plan
may adversely affect any option, Limited Right or Restricted Shares
previously granted under the Plan; but it shall be conclusively
presumed that any adjustment for change as provided in Section 7
does not adversely affect any such right.
14. GENERAL
(a) Governing Law. The Plan and all determinations made and
actions taken pursuant thereto shall be governed by and
construed in accordance with the internal laws of the State of
Wisconsin.
(b) Rule 16b-3 Six Month Limitations. To the extent required in
order to comply with Rule 16b-3 only, any equity security
offered pursuant to the Plan may not be sold for at least six
months after acquisition, except in the case of death or
disability, and any derivative security issued pursuant to the
Plan shall not be exercisable for at least six months, except in
the case of death or disability of the holder thereof. Terms
used in the preceding sentence shall, for the purposes of such
sentence only, have the meanings, if any, assigned or attributed
to them under Rule 16b-3.