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EXHIBIT 10.7
MATTHEWS INTERNATIONAL CORPORATION
1994 DIRECTOR FEE PLAN,
as amended through April 22, 1999
SECTION 1
Purposes; Reservation of Shares
The purposes of the 1994 Director Fee Plan, as amended through April 22, 1999
(the "Plan") are to provide for each Director of Matthews International
Corporation (the "Corporation") who is not also an employee of the Corporation
or any of its Subsidiaries ("Director") the payment of retainer fees for future
services to be performed by such Director ("Director Fees") as a member of the
Board of Directors of the Corporation (the "Board") in shares of Class A Common
Stock, par value $1.00 per share, of the Corporation ("Common Stock") and to
increase the identification of interests between such Directors and the
shareholders of the Corporation by paying Directors the Director Fees in shares
of Common Stock. The purposes of the Plan also are to provide current payment
in cash (or if a Director shall elect to defer receipt, future payment in shares
of Common Stock) to each Director for fees paid for attendance at meetings of
the Board ("Board Meeting Fees"), fees paid to members other than the
Chairperson of a Committee for attendance at meetings of Committees of the Board
("Committee Meeting Fees"), fees paid to the Chairperson of a Committee for
attendance at meetings of Committees ("Committee Chairperson Fees") and fees
paid to a Director for attendance at the annual shareholders' meeting of the
Corporation ("Shareholders' Meeting Fees") (collectively, "Meeting Fees"). For
purposes of the Plan, the term "Subsidiary" means any corporation in an unbroken
chain of corporations beginning with the Corporation, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain. The aggregate
number of shares of Common Stock which may be issued under the Plan or credited
to Deferred Stock Compensation Accounts for subsequent issuance under the Plan
is limited to 100,000 shares, subject to adjustment and substitution as set
forth in Section 5(b) hereof.
SECTION 2
Eligibility
Any non-employee Director of the Corporation who is separately compensated in
the form of Director Fees or Meeting Fees for services on the Board shall be
eligible to participate in the Plan.
SECTION 3
Payment of Director Fees in Common Stock
(a) Current Stock Payment. Subject to the provisions of Section 3(b) hereof,
each Director shall receive payment of Director Fees by the issuance to the
Director of a number of whole shares of Common Stock per calendar year, payable
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on the fifteenth (15th) business day following the annual meeting of the
shareholders of the Corporation (each such date of payment referred to as a
"Payment Date") to the Directors as of that date, equal to sixteen thousand
dollars ($16,000) divided by the Fair Market Value of one share of the Common
Stock, as defined in Section 10 hereof, on such Payment Date (rounded upward to
the next whole share).
(b) Deferred Stock Payment. Each Director may elect to defer the receipt of
Director Fees in shares of Common Stock for a calendar year (a "Stock Deferral
Election") by filing a Notice of Election with the Secretary of the Corporation
in the form prescribed by the Corporation, which shall be effective on January
1 of the year following the date on which the Notice of Election is filed. A
Stock Deferral Election shall be effective on the date on which the Notice of
Election is filed with respect to Director Fees payable after the time of a
person's initial election to the office of Director, or any subsequent
re-election if immediately prior thereto such person was not serving as a
Director, provided the Director files such Notice of Election within ten (10)
business days subsequent to being elected or re-elected as a Director. A Stock
Deferral Election shall apply to all Director Fees otherwise payable while such
Stock Deferral Election is effective. Each Director may terminate a Stock
Deferral Election and receive current payment of Director Fees in shares of
Common Stock by filing a Notice of Termination with the Secretary of the
Corporation in the form prescribed by the Corporation, which shall be effective
on January 1 of the year following the date on which a Notice of Termination is
filed. A Stock Deferral Election shall continue in effect until the effective
date of any Notice of Termination. A Stock Deferral Election may be made by a
Director even if such Director has not made a Meeting Fee Deferral Election (as
defined below).
(c) Share Certificates. As of the date on which the Director Fees are payable
in shares of Common Stock pursuant to Section 3(a) hereof or, if a Stock
Deferral Election was made, Sections 5(c) and 6 hereof, the Corporation shall
issue share certificates to the Director for the shares of Common Stock received
under the Plan and the Director shall be a shareholder of the Corporation with
respect to any such shares.
SECTION 4
Payment of Meeting Fees
(a) Current Cash Payment. Subject to the provisions of Sections 4(b) and 4(c)
hereof, each Director shall receive payment of Meeting Fees in cash in the
following amounts for attendance at each meeting:
Board Meeting Fees $1,000 ($800 for meetings on or
before April 22, 1999)
Committee Meeting Fees $500
Committee Chairperson Fees $700
Shareholders' Meeting Fees $1,000 ($800 for meetings on or
before April 22, 1999)
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Except as set forth in Sections 4(b) and 4(c) hereof, each Director shall
receive payment of Meeting Fees within ten (10) business days following the
meeting with respect to which such fees are payable. The amount and time of
payment of Meeting Fees may be changed from time to time by the Board in its
sole discretion.
(b) Deferred Payment of Meeting Fees. Each Director may elect to receive all
Meeting Fees for a calendar year in shares of Common Stock rather than cash, as
set forth in Section 4(c) hereof, provided the Director elects to defer the
receipt of such shares of Common Stock (a "Meeting Fee Deferral Election"). A
Meeting Fee Deferral Election may be made only by filing a Notice of Election
with the Secretary of the Corporation in the form prescribed by the Corporation,
and shall be effective for meetings on and after January 1 of the year following
the date on which the Notice of Election is filed; provided, however, that (i)
a Meeting Fee Deferral Election made by a Notice of Election filed on or before
the close of business on May 14, 1999 shall be effective with regard to meetings
on or after May 15, 1999, and (ii) a Meeting Fee Deferral Election shall be
effective on the date on which the Notice of Election is filed with respect to
meetings after the time of a person's initial election, or any subsequent
re-election, to the office of Director if (A) immediately prior thereto such
person was not serving as a Director, and (B) such Notice of Election is filed
within ten (10) business days subsequent to such person being elected or
re-elected as a Director. A Meeting Fee Deferral Election shall apply to all
Meeting Fees which would otherwise be payable for meetings held while such
Meeting Fee Deferral Election is effective. A Director may terminate a Meeting
Fee Deferral Election only by filing a Notice of Termination with the Secretary
of the Corporation in the form prescribed by the Corporation, which Notice of
Termination shall be effective for meetings on and after January 1 of the year
following the date on which a Notice of Termination is filed. A Meeting Fee
Deferral Election shall continue in effect until the effective date of any
Notice of Termination, after which the Meeting Fees shall be payable in
accordance with Section 4(a) hereof. A Meeting Fee Deferral Election may
be made by a Director even if such Director has not made a Stock Deferral
Election. A Meeting Fee Deferral Election shall apply to all but not less
than all Meeting Fees.
(c) Deferred Meeting Fees Credited in Shares of Common Stock. Each Director
who has made a Meeting Fee Deferral Election effective for Meeting Fees
otherwise payable in cash for a calendar year shall receive a credit to a
Deferred Stock Compensation Account (as defined in Section 5(a) hereof) in the
name of such Director on the first Payment Date following such calendar year.
Such credit shall be a number of shares of Common Stock (including fractional
shares to at least two decimal places) equal to (i) the aggregate amount of all
Meeting Fees subject to such Meeting Fee Deferral Election otherwise payable
during such calendar year to such Director in cash under Section 4(a) hereof if
no Meeting Fee Deferral Election had been made, divided by (ii) the Fair Market
Value of one share of the Common Stock, as defined in Section 10 hereof, on such
Payment Date. No interest or other amount shall be paid or credited to a
Director notwithstanding that Meeting Fees which otherwise would have been
payable under Section 4(a) hereof in cash are not reflected as a credit to such
Deferred Stock Compensation Account until the Payment Date.
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(d) Share Certificates. If a Meeting Fee Deferral Election was made, then as
of the date on which the Meeting Fees are payable in shares of Common Stock
pursuant to Sections 5(c) and 6 hereof, the Corporation shall issue share
certificates to the Director for the shares of Common Stock received under the
Plan and the Director shall be a shareholder of the Corporation with respect to
any such shares.
SECTION 5
Deferred Stock Compensation Account
(a) General. The amount of any Director Fees or Meeting Fees deferred in
accordance with a Stock Deferral Election or a Meeting Fee Deferral Election
shall be credited to a deferred stock compensation account maintained by the
Corporation in the name of the Director (a "Deferred Stock Compensation
Account"). A separate Deferred Stock Compensation Account shall be maintained
for each amount of Director Fees or deferred Meeting Fees for which a Director
has elected a different number of payment installments or as otherwise
determined by the Board. On each Payment Date that a Stock Deferral Election
is effective for a Director or on which a credit to a Deferred Stock
Compensation Account is to be made under Section 4(c) hereof pursuant to a
Meeting Fee Deferral Election, the Director's Deferred Stock Compensation
Account(s) shall be credited on the Payment Date with the number of shares of
Common Stock (including fractional shares to at least two decimal places) which
(i) otherwise would have been payable to the Director under Section 3(a) hereof
on such Payment Date and/or (ii) are to be so credited in accordance with
Section 4(c) hereof. If a dividend or distribution is paid on the Common Stock
in cash or property other than Common Stock, on the date of payment of the
dividend or distribution to holders of the Common Stock, each Deferred Stock
Compensation Account shall be credited with a number of shares of Common Stock
(including fractional shares) equal to the number of shares of Common Stock that
had been credited to such Account on the date fixed for determining the
shareholders entitled to receive such dividend or distribution multiplied by the
amount of the dividend or distribution paid per share of Common Stock divided
by the Fair Market Value of one share of the Common Stock, as defined in Section
10 hereof, on the date on which the dividend or distribution is paid. If the
dividend or distribution is paid in property other than Common Stock, the amount
of the dividend or distribution shall equal the fair market value of the
property on the date on which the dividend or distribution is paid. Except as
provided in Section 5(b) hereof, the immediately preceding two sentences shall
not apply to dividends or distributions paid on the Common Stock in cash or
property other than Common Stock on or after March 14, 1997 with respect to
Directors on such date or Directors elected thereafter. Such dividends or
distributions shall neither be credited to the Director's Deferred Stock
Compensation Account nor paid to the Director. The Deferred Stock Compensation
Account of a Director shall be charged on the date of distribution with any
distribution of shares of Common Stock made to the Director from such Account
pursuant to Section 5(c) hereof.
(b) Adjustment and Substitution. (1) If a dividend or other distribution
payable in shares of Common Stock shall be declared upon the Common Stock, the
number of shares of Common Stock credited to any Deferred Stock Compensation
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Account and which may be issued or credited under Section 1 hereof shall be
adjusted by adding thereto the number of shares of the Common Stock which would
have been distributable thereon if such shares had been outstanding on the date
fixed for determining the stockholders entitled to receive such dividend or
distribution.
(2) If the outstanding shares of the Common Stock shall, in whole or in part,
be changed into or exchangeable for a different number, or different kind(s) or
class(es) of shares of stock or other securities of the Corporation or another
corporation, or cash or other property, whether through reorganization,
reclassification, recapitalization, stock split-up, combination of shares,
merger, consolidation or otherwise, then (i) there shall be substituted for each
share of the Common Stock credited to any Deferred Stock Compensation Account
and which may be issued or credited under Section 1 hereof the number and kind
of shares of stock or other securities or the cash or property into which each
outstanding share of the Common Stock shall be so changed or for which each such
share shall be exchangeable, and (ii) the Board shall adopt such amendments to
the Plan as it deems necessary or desirable to carry out the purposes of the
Plan, including without limitation the continuing deferral of any shares,
securities, cash or other property then credited to any Deferred Stock
Compensation Accounts.
(3) If the outstanding shares of Common Stock shall be changed in value by
reason of any spin-off, split-off, or dividend in partial liquidation, dividend
in property other than cash or extraordinary distribution to holders of the
Common Stock, the Board shall make any adjustments to the number of shares of
Common Stock credited to any Deferred Stock Compensation Account which it
determines are equitably required to prevent dilution or enlargement of the
value of those shares of Common Stock credited to such Deferred Stock
Compensation Account.
(4) No adjustment or substitution provided for in this Section 5(b) hereof
shall require the Corporation to issue or sell a fraction of a share or other
security. Accordingly, all fractional shares or other securities which result
from any such adjustment or substitution to the number of shares which may be
issued or credited under Section 1 hereof shall be eliminated and not carried
forward to any subsequent adjustment or substitution.
(c) Manner of Payment. The balance of a Director's Deferred Stock Compensation
Account will be paid in shares of Common Stock to the Director or, in the event
of the Director's death, to the person designated by the Director in the
Director's Will, or, if the Director fails to make a testamentary disposition
of the shares or dies intestate, to the person entitled to receive the shares
pursuant to the laws of descent and distribution of the state of domicile of the
Director at the time of death (the "Director's Beneficiary"). A Director may
elect at the time of filing the Notice of Election for a Stock Deferral Election
or a Meeting Fee Deferral Election to receive payment of the shares of Common
Stock credited to the Director's Deferred Stock Compensation Account in annual
installments rather than a lump sum, provided that the payment period for
installment payments shall not exceed ten (10) years following the Payment
Commencement Date as described in Section 6 hereof. The number of shares of
Common Stock distributed in each installment shall be determined by multiplying
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(i) the number of shares of Common Stock in the Deferred Stock Compensation
Account on the date of payment of such installment, by (ii) a fraction, the
numerator of which is one and the denominator of which is the number of
remaining unpaid installments, and by rounding such result down to the nearest
whole number of shares. The balance of the number of shares of Common Stock in
the Deferred Stock Compensation Account shall be appropriately reduced in
accordance with the Section 5(a) hereof to reflect the installment payments made
hereunder. Shares of Common Stock remaining in a Deferred Stock Compensation
Account pending distribution pursuant to this Section 5(c) hereof shall be
subject to adjustment pursuant to Section 5(b) hereof and, for former Directors
who are not Directors on March 14, 1997 but were Directors prior to that date,
shall continue to be credited with respect to dividends or distributions paid
on the Common Stock pursuant to Section 5(a) hereof. If a lump sum payment or
the final installment payment hereunder would result in the issuance of a
fractional share of Common Stock, such fractional share shall not be issued and
cash in lieu of such fractional share shall be paid to the Director based on the
Fair Market Value of a share of Common Stock, as defined in Section 10 hereof,
on the date immediately preceding the date of such payment. The Corporation
shall issue share certificates to the Director, or the Director's Beneficiary,
for the shares of Common Stock distributed hereunder. As of the date on which
the Director is entitled to receive payment of shares of Common Stock pursuant
to this Section 5(c) hereof, a Director or the Director's Beneficiary shall be
a shareholder of the Corporation with respect to such shares.
SECTION 6
Payment Commencement Date
Payment of shares in a Deferred Stock Compensation Account shall commence on
April 1 (or if April 1 is not a business day, on the immediately preceding
business day) of the calendar year following the calendar year in which the
Director ceases to be a member of the Board for any reason, including by reason
of death or disability. If, in the case of a Meeting Fee Deferral Election, the
first amount credited to a particular Deferred Stock Compensation Account with
respect to such Director is credited after such April 1 or any amount is
credited to such a Deferred Stock Compensation Account after a lump sum payment
has been made from such Deferred Stock Compensation Account, payment of shares
credited to such Deferred Stock Compensation Account shall commence on the April
1 (or if April 1 is not a business day, on the immediately preceding business
day) following the date on which the shares are so credited.
SECTION 7
Non-Alienability of Benefits
Neither the Director nor the Director's Beneficiary shall have the right to,
directly or indirectly, alienate, assign, transfer, pledge, anticipate or
encumber (except by reason of death) any amounts or shares of Common Stock that
are or may be payable hereunder nor shall any such amounts or shares be subject
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment by creditors of the Director or the Director's
Beneficiary or to the debts, contracts, liabilities, engagements, or torts of
any Director or Director's Beneficiary, or transfer by operation of law in the
event of bankruptcy or insolvency of the Director or the Director's Beneficiary,
or any legal process.
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SECTION 8
Nature of Deferred Stock Compensation Accounts
Any Deferred Stock Compensation Account shall be established and maintained only
on the books and records of the Corporation. No assets or funds of the
Corporation, a Subsidiary or the Plan shall be removed from the claims of the
Corporation's or a Subsidiary's general or judgment creditors or otherwise made
available, and no shares of Common Stock of the Corporation to be issued
pursuant to a Deferred Stock Compensation Account shall be issued or
outstanding, until such amounts and shares are actually payable to a Director
or a Director's Beneficiary as provided herein. The Plan constitutes a mere
promise by the Corporation to make payments in the future. Each Director and
Director's Beneficiary shall have the status of, and their rights to receive a
payment of shares of Common Stock under the Plan shall be no greater than the
rights of, general unsecured creditors of the Corporation. No person shall be
entitled to any voting rights with respect to shares credited to a Deferred
Stock Compensation Account and not yet payable to a Director or the Director's
Beneficiary. The Corporation shall not be obligated under any circumstances to
fund any financial obligations under the Plan and the Plan is intended to
constitute an unfunded plan for tax purposes. However, the Corporation may, in
its discretion, set aside funds in a trust or other vehicle, subject to the
claims of its creditors, in order to assist it in meeting its obligations under
the Plan, if such arrangement will not cause the Plan to be considered a funded
deferred compensation plan under the Internal Revenue Code of 1986, as amended,
and provided, further, that any trust created by the Corporation, and any assets
held by such trust to assist the Corporation in meeting its obligations under
the Plan, will conform to the terms of the model trust, as described in Rev.
Proc. 92-64, 1992-2 C.B. 422 or any successor.
SECTION 9
Administration of Plan; Hardship Withdrawal
Full power and authority to construe, interpret, and administer the Plan shall
be vested in the Board. Decisions of the Board shall be final, conclusive, and
binding upon all parties. Notwithstanding the terms of a Stock Deferral
Election or a Meeting Fee Deferral Election made by a Director hereunder, the
Board may, in its sole discretion, permit the withdrawal of shares credited to
a Deferred Stock Compensation Account with respect to Director Fees or Meeting
Fees previously payable upon the request of a Director or the Director's
representative, or following the death of a Director upon the request of a
Director's Beneficiary or such beneficiary's representative, if the Board
determines that the Director or the Director's Beneficiary, as the case may be,
is confronted with an unforeseeable emergency. For this purpose, an
unforeseeable emergency is an unanticipated emergency caused by an event that
is beyond the control of the Director or the Director's Beneficiary and that
would result in a severe financial hardship to the Director or the Director's
Beneficiary if an early hardship withdrawal were not permitted. The Director
or the Director's Beneficiary shall provide to the Board evidence as the Board,
in its discretion, may require to demonstrate such emergency exists and
financial hardship would occur if the withdrawal were not permitted. The
withdrawal shall be limited to the number of shares necessary to meet the
emergency. For this purpose, a hardship shall be considered to constitute an
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immediate and unforeseen financial hardship if the Director or Director's
Beneficiary has an unexpected need for cash to pay for expenses incurred by him
or a member of his immediate family (spouse and/or natural or adopted children)
such as those arising from illness, casualty loss, or death. Cash needs arising
from foreseeable events, such as the purchase or building of a house or
education expenses, will not be considered to be the result of an unforeseeable
financial emergency. Payment shall be made, as soon s practicable after the
Board approves the payment and determines the number of shares which shall be
withdrawn, in a single lump sum from the portion of the Deferred Stock
Compensation Account with the longest number of installment payments first. No
Director shall participate in any decision of the Board regarding such
Director's request for a withdrawal under this Section 9.
SECTION 10
Fair Market Value
Fair Market Value of the Common Stock shall be the mean between the following
prices, as applicable, for the date as of which Fair Market Value is to be
determined as quoted in The Wall Street Journal (or in any other reliable
publication as the Board of the Corporation or its delegate, in its discretion,
may determine to rely upon): (a) if the Common Stock is listed on the New York
Stock Exchange, the highest and lowest sales prices per share of the Common
Stock as quoted in the NYSE-Composite Transactions listing for such date, (b)
if the Common Stock is not listed on such exchange, the highest and lowest sales
prices per share of Common Stock for such date on (or on any composite index
including) the principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended (the "1934 Act") on which the Common
Stock is listed, or (c) if the Common Stock is not listed on any such exchange,
the highest and lowest sales prices per share of the Common Stock for such date
on the National Association of Securities Dealers Automated Quotations System
or any successor system then in use ("NASDAQ"). If there are no such sale price
quotations for the date as of which Fair Market Value is to be determined but
there are such sale price quotations within a reasonable period both before and
after such date, then Fair Market Value shall be determined by taking a weighted
average of the means between the highest and lowest sales prices per share of
the Common Stock as so quoted on the nearest date before and the nearest date
after the date as of which Fair Market Value is to be determined. The average
should be weighted inversely by the respective numbers of trading days between
the selling dates and the date as of which Fair Market Value is to be
determined. If there are no such sale price quotations on or within a
reasonable period both before and after the date as of which Fair Market Value
is to be determined, then Fair Market Value of the Common Stock shall be the
mean between the bona fide bid and asked prices per share of Common Stock as so
quoted for such date on NASDAQ, or if none, the weighted average of the means
between such bona fide bid and asked prices on the nearest trading date before
and the nearest trading date after the date as of which Fair Market Value is to
be determined, if both such dates are within a reasonable period. The average
is to be determined in the manner described above in this Section 10. If the
Fair Market Value of the Common Stock cannot be determined on the basis
previously set forth in this Section 10 on the date as of which Fair Market
Value is to be determined, the Board or its delegate shall in good faith
determine the Fair Market Value of the Common Stock on such date. Fair Market
Value shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse.
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SECTION 11
Securities Laws; Issuance of Shares
The obligation of the Corporation to issue or credit shares of Common Stock
under the Plan shall be subject to (i) the effectiveness of a registration
statement under the Securities Act of 1933, as amended, with respect to such
shares, if deemed necessary or appropriate by counsel for the Corporation, (ii)
the condition that the shares shall have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange, if any, on which the
Common Stock shares may then be listed and (iii) all other applicable laws,
regulations, rules and orders which may then be in effect. If, on the date on
which any shares of Common Stock would be issued pursuant to a current stock
payment under Section 3(a) hereof or credited to a Deferred Stock Compensation
Account, sufficient shares of Common Stock are not available under the Plan or
the Corporation is not obligated to issue shares pursuant to this Section 11,
then no shares of Common Stock shall be issued or credited but rather, in the
case of a current stock payment under Section 3(a) hereof, cash shall be paid
in payment of the Director Fees payable, and in the case of a Deferred Stock
Compensation Account, Director Fees, Meeting Fees and dividends, if applicable,
which would otherwise have been credited in shares of Common Stock, shall be
credited in cash to a deferred cash compensation account in the name of the
Director. The Board shall adopt appropriate rules and regulations to carry out
the intent of the immediately preceding sentence if the need for such rules and
regulations arises.
SECTION 12
Governing Law; Integration
The provisions of this Plan shall be interpreted and construed in accordance
with the laws of the Commonwealth of Pennsylvania. The Plan contains all of the
understandings and representations between the Corporation and any of the
Directors and supersedes any prior understandings and agreements entered into
between them regarding the subject matter of the Plan. There are no
representations, agreements, arrangements or understandings, oral or written,
between the Corporation and any of the Directors relating to the subject matter
of the Plan which are not fully expressed in the Plan.
SECTION 13
Effect of the Plan on the Rights of Corporation and Shareholders
Nothing in the Plan shall confer any right to any person to continue as a
Director of the Corporation or interfere in any way with the rights of the
shareholders of the Corporation or the Board to elect and remove Directors.
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SECTION 14
Amendment and Termination
The right to amend the Plan at any time and from time to time and the right to
terminate the Plan at any time are hereby specifically reserved to the Board;
provided that no amendment of the Plan shall (a) be made without shareholder
approval if shareholder approval of the amendment is at the time required by the
rules of the NASDAQ National Market System or any stock exchange on which the
Common Stock may then be listed, or (b) otherwise amend the Plan in any manner
that would cause the shares of Common Stock issued or credited under the Plan
not to qualify for the exemption from Section 16(b) of the 1934 Act provided by
Rule 16b-3. No amendment or termination of the Plan shall, without the written
consent of the holder of shares of Common Stock issued or credited under the
Plan, adversely affect the rights of such holder with respect thereto.
Notwithstanding anything contained in the preceding paragraph or any other
provision of the Plan, the Board shall have the power to amend the Plan in any
manner deemed necessary or advisable for shares of Common Stock issued or
credited under the Plan to qualify for the exemption provided by Rule 16b-3 (or
any successor rule relating to exemption from Section 16(b) of the 1934 Act),
and any such amendment shall, to the extent deemed necessary or advisable by the
Board, be applicable to any outstanding shares of Common Stock theretofore
issued or credited under the Plan.
SECTION 15
Effective Date
The effective date and date of adoption of the Plan shall be December 9, 1994,
the date of adoption of the Plan by the Board.