MILLIPORE CORPORATION
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1995 EMPLOYEES' STOCK PURCHASE PLAN
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The purpose of the Millipore Corporation 1995 Employees' Stock Purchase
Plan (the "Plan") is to provide employees of Millipore Corporation (the
"Corporation") and its subsidiary corporations a continuing opportunity to
purchase the Corporation's Common Stock (the "Common Stock") through annual
offerings. Two hundred thousand (200,000) authorized but unissued or treasury
shares of Common Stock in the aggregate may from time to time be reserved for
this purpose by the Board of Directors of the Corporation. It is intended that
this Plan shall constitute an "employee stock purchase plan" within the meaning
of Section 423 of the Internal Revenue Code of 1986 (the "Code"). The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
1. ADMINISTRATION. The Plan shall be administered by a committee
appointed by the Board of Directors of the Corporation (the "Committee"). The
Committee shall consist of no fewer than three members, some or all of whom may
but need not be members of the Board of Directors. The Board of Directors may
from time to time remove members from, or add members to, the Committee.
Vacancies of the Committee, however caused, shall be filled by the Board of
Directors. The Committee shall select one of its members as Chairman, and
shall hold meetings at such times and places as it may determine. Actions
pursuant to the affirmative vote of a majority of the members of the Committee
present at any meeting or pursuant to the written consent of a majority of the
members of the Committee shall be valid action of the Committee. The
interpretation and construction by the Committee of any provision of the Plan
or of any option granted under it shall be final unless otherwise determined by
the Board of Directors. No member of the Board of Directors or of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.
2. DEFINITIONS. In addition to the definitions provided elsewhere in
this Plan, the following terms shall have the meanings set forth below:
"Date of Offering" shall be the first day of May in each year.
"Parent corporation" and "subsidiary corporation" shall have the
meanings set forth in Section 425(c) and (f) of the Code.
"Total compensation" means an employee's regular straight time earnings,
including payments for overtime, shift premium, incentive compensation, bonuses,
and other special payments.
"Working Day" means a day other than a Saturday, Sunday or scheduled
holiday.
3. ELIGIBILITY. All employees of the Corporation and its subsidiaries
who have been continuously employed by the Corporation and/or any of its
subsidiaries for ninety days shall be granted purchase rights under the Plan to
purchase Common Stock. Each eligible employee shall be granted a purchase right
effective on the next succeeding Date of Offering. In no event may an employee
be granted a purchase right if such employee, immediately after the purchase
right is granted, owns stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Corporation or of
its parent corporation or subsidiary corporation. For purposes of determining
stock ownership under this paragraph, Section 424(d) of the Code shall apply and
stock which the employee may purchase under the outstanding options shall be
treated as stock owned by the employee. For purposes of this Section 3, the
term "employee" shall not include an employee whose customary employment is not
more than five (5) months in any calendar year.
4. OFFERINGS. The Corporation will make one annual offering to
employees to purchase stock under the Plan. The terms and conditions for the
offering shall define the duration of the offering and shall specify the amount
of stock that may be purchased thereunder. The fixed term of any offering shall
include a Purchase Period of 12 months duration commencing with the Date of
Offering. The amounts received as Total Compensation by an employee shall
constitute the measure of such employee's participation in the offering in
accordance with Section 7.
5. ACCRUAL LIMITATION. No offering shall be effective to grant to any
employee a purchase right which permits his rights to purchase stock under all
"employee stock purchase plans" of the parent or any subsidiary corporation to
accrue at a rate which exceeds $25,000 of fair market value of such stock
(determined at the time such purchase right is granted) for each calendar year
in which such option is outstanding at any time.
For purposes of this paragraph:
(A) the right to purchase stock under a purchase right accrues when the
purchase right (or any portion thereof) first becomes exercisable during the
calendar year;
(B) the right to purchase stock under a purchase right accrues at the
rate provided in the purchase right, but in no case may such rate exceed $25,000
of the fair market value of such stock (determined at the time such purchase
right is granted) for any one calendar year; and
(C) a right to purchase stock which has accrued under one purchase
right granted pursuant to the Plan may not be carried over to any other purchase
right.
6. STOCK. The stock subject to the purchase rights shall be shares of
the Corporation's authorized but unissued or treasury
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shares. The aggregate number of shares which may be issued under all purchase
rights granted under this Plan shall not exceed 200,000 shares of Common Stock.
7. TERMS AND CONDITIONS OF PURCHASE RIGHTS. Purchase rights granted
pursuant to the Plan shall be in such form as the Committee may from time to
time recommend and the Board of Directors shall from time to time approve,
provided that all employees granted purchase rights shall have the same rights
and privileges (except as otherwise required by Section 5) and provided further
that such purchase rights shall comply with and be subject to the following
terms and conditions:
(a) NUMBER OF SHARES. Each purchase right granted thereunder shall
provide that the grantee may purchase a uniform fixed number of shares of
Common Stock, as specified in each offering, for each $1,000 and each
fraction thereof of total compensation earned by the employee in the
employment of the Corporation and/or any of its subsidiary corporations
during the calendar year immediately preceding the Date of Offering.
Provided, however, that for eligible employees who have completed less than
one year of service on the Date of Offering, Total Compensation shall be
the employee's annual earnings based on the rate of pay at the time of
employment by Millipore and its subsidiaries.
Furthermore, no purchase right may permit the purchase of stock in excess
of the amounts set forth in Section 5.
(b) PRICE. Each purchase right shall state that the price per share
shall be an amount equal to the lower of: (a) 100% of the fair market
value of each share of Common Stock on the date of the granting of the
purchase right (the "Offering Price"); or (b) 100% of the fair market value
of each share at the time of exercise (the "Alternative Offering Price").
The fair market value shall be defined as the closing price for the
Corporation's stock on the New York Stock Exchange as reported on the
composite tape on the last business day prior to the date on which the
option was granted, or if no sale of the stock shall have been made on the
New York Stock Exchange on that day, on the next preceding day on which
there was a sale of such stock. Subject to the foregoing the Board of
Directors and the Committee shall have full authority and discretion in
fixing the price and be fully protected in doing so.
8. PARTICIPATION. An eligible employee may participate in such
offering at any time during the purchase period by making an election through
Benefits Express'd 2001. The election will authorize regular payroll deductions
from the employee's compensation starting with the next paycheck when possible.
9. DEDUCTIONS. The Corporation will maintain payroll deduction
accounts for all participating employees. With respect to any offering made
under this Plan, an employee may authorize a
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payroll deduction up to a maximum of 25% of his total compensation during the
Purchase Period specified in the offering or during such portion thereof as he
may elect to participate, whichever is less. As a minimum, an employee may
only authorize a payroll deduction based on his rate of pay at the time of such
authorization which will enable him by the end of the Purchase Period to
accumulate in his account an amount equal to the Offering Price for one share of
stock for that particular offering.
10. DEDUCTION CHANGES. An employee may at any time increase or
decrease his or her payroll deduction by calling Benefits Express'd 2001. The
change may not become effective sooner than the next pay period. A payroll
deduction may be increased only once and reduced only once during any Purchase
Period.
11. WITHDRAWAL OF FUNDS. An employee may at any time and for any
reason permanently draw out the balance accumulated in his account and thereby
withdraw from participation in an offering. He may thereafter begin
participation again once during the remainder of the Purchase Period specified
in the offering. Partial withdrawals will not be permitted.
12. PURCHASE OF SHARES. As of the last day of each calendar month
during any offering, the account of each participating employee shall be totaled
and the Alternative Offering Price determined. When a participating employee
shall have sufficient funds in his account to purchase one or more full shares
at the lower of either the Offering Price or the Alternative Offering Price as
of that date, the employee shall be deemed to have exercised his purchase rights
to purchase such share or shares at such lower price; his account shall be
charged for the amount of the purchase;and shares shall be credited to the
employee's Smith Barney Shearson account within 10 days following July 31,
October 31, January 31 and April 30 of each Purchase Plan year, for such number
of shares as his payroll deductions have purchased during the quarter ending on
such dates. Subsequent shares covered by the employee's purchase right will be
purchased in the same manner, whenever sufficient funds have again accrued in
his account. Payroll deductions may be made under each offering to the extent
authorized by the employee, subject to the maximum and minimum limitations
imposed for such offering. A separate employee account will be maintained with
respect to each offering. A participating employee may not purchase a share
under any offering beyond 12 months from the effective date thereof. If an
employee does not accumulate sufficient funds in his account to purchase a share
within 12 months, he will thereupon be deemed to have withdrawn from the
offering to the extent of the unfunded shares and the balance of the amount in
his account will be refunded.
13. REGISTRATION OF CERTIFICATES. Certificates will be registered only
in the name of the employee, unless the employee completes and forwards a
Transaction Order Form to Smith Barney Shearson instructing that the
certificate(s) be issued in the employee's name jointly with a member of his or
family, with right of survivorship. An employee who is is a resident of a
4
jurisdiction which does not recognize such a joint tenancy may have certificates
registered in his or her name as tenant in common with a member of his her
family, without right of survivorship. (The Transaction Order Forms are
available from the Human Resources Department.)
14. RIGHTS AS A STOCKHOLDER. None of the rights or privileges of a
stockholder of the Corporation shall exist with respect to shares purchased
under the Plan unless and until certificates representing such full shares have
been issued.
15. TERMINATION OF EMPLOYMENT EXCEPT BY DEATH. In the event that an
employee shall cease to be employed by the Corporation or by any of its
subsidiaries for any reason other than death and shall no longer be in the
employ of any of them, subject to the condition that no purchase right shall be
exercisable after the expiration of 27 months from the date it is granted, such
former employee shall have the right to exercise the purchase right at any time
within three months after such termination of employment. Whether authorized
leave of absence or absence for military or governmental service shall
constitute termination of employment for the purposes of the Plan, shall be
determined by the Committee, which determination, unless overruled by the Board
of Directors, shall be final and conclusive.
16. DEATH OF GRANTEE AND TRANSFER OF PURCHASE RIGHT. If an employee
shall die while in the employ of the Corporation or any of its subsidiaries or
within a period of three months after the termination of such employment and
shall not have fully exercised a purchase right, the purchase right may be
exercised (subject to the condition that no purchase right shall be exercisable
after the expiration of 27 months from the date it is granted) at any time
within six months after the grantee's death, by the executors or administrators
of the grantee or by any person or persons who shall have acquired the purchase
right directly from the grantee by bequest or inheritance.
No purchase right shall be transferable by the grantee otherwise than by
will or by the laws of descent and distribution.
17. PURCHASE RIGHTS NOT TRANSFERABLE. Purchase rights under this Plan
are not transferable by a participating employee other than by will or the laws
of descent and distribution, and are exercisable during the employee's lifetime
only by the employee.
18. APPLICATION OF FUNDS. All funds received or held by the
Corporation under this Plan may be used for any corporate purpose.
19. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON STOCK. In the event
of subdivision of outstanding shares of Common Stock, or the payment of a stock
dividend with respect to the Common Stock of 10% or more, the number of shares
reserved or authorized to be reserved under this Plan, including shares covered
by outstanding grants to participating employees, shall be increased
proportionately, and the Offering Price for each participant at
5
such time reduced proportionately, and such other adjustment shall be made as
may be deemed equitable by the Committee or by the Board of Directors. In the
event of any other change affecting the Common Stock such adjustment
shall be made as may be deemed equitable by the Board of Directors to give
proper effect to such event.
20. AMENDMENT OF THE PLAN. The Board of Directors may at any time, or
from time to time, amend this Plan in any respect, except that no amendment
shall be made without the approval of the stockholders of the Corporation (other
than as provided in Section 19 (i) increasing or decreasing the number of shares
to be reserved under this Plan or (ii) decreasing the purchase price per share.
21. TERMINATION OF THE PLAN. The Plan and all rights of employees
under any offering hereunder shall terminate:
(a) on the day that participating employees exercise purchase rights to
purchase a number of shares equal to or greater than the number of shares
remaining available for purchase. If the number of shares so purchasable is
greater than the shares remaining available, the available shares shall be
allocated by the Committee among such participating employees in such manner as
it deems fair; or
(b) at any time, at the discretion of the Board of Directors.
No offering hereunder shall be made which shall extend a Purchase Period
beyond April 30, 2005. Upon termination of this Plan, all amounts in the
accounts of participating employees shall be promptly refunded.
22. GOVERNMENTAL REGULATIONS. The Corporation's obligation to sell and
deliver Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such stock.
23. INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by Millipore Corporation
against the reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any purchase right granted thereunder, and against
all amounts paid by them in satisfaction of a judgment in any such action, suit
or proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit, or proceeding that such Committee member is liable for
negligence or misconduct in the performance of his duties; provided that within
60 days after institution of any such action, suit or proceeding a Committee
member shall in writing offer the Company the opportunity, at its own expense,
to handle and defend the same.
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24. APPROVAL OF STOCKHOLDERS. The Plan shall not take effect until
approved by the stockholders of the Corporation, which approval must occur
within the period beginning with the adoption of the Plan by the Board of
Directors and ending twelve months after the date the Plan is so adopted.
7
MANAGEMENT INCENTIVE PLAN
PLAN DOCUMENT
MILLIPORE CORPORATION
JANUARY 1995
MANAGEMENT INCENTIVE PLAN PLAN DOCUMENT
PURPOSE
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The purpose of Millipore Corporation's Management Incentive Plan ("Plan") is:
1. To motivate and reward the senior management group for improvements in the
year-to-year financial performance of the Corporation.
2. To motivate and reinforce the following behaviors among senior managers:
- Effective goal-setting tied to key strategic priorities,
- Accountability for goal achievement.
3. To provide a means for making awards that qualify for the performance-based
compensation exception described at Section 162(m) of the Internal Revenue
Code (the "Code").
PLAN OPERATION
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The Management Incentive Plan provides cash incentive payments based upon
achievement of corporate financial performance goals and achievement of
personal goals by Plan Participants, as described below.
1. Salary Administration
For positions covered by the Management Incentive Plan, salary levels are
established such that, when combined with target incentive
opportunities (expressed as a percent of base salary), target total cash
compensation is both competitive with comparable companies and equitable
within the internal organization.
The following definitions apply:
BASE SALARY The annualized regular cash compensation
of a Participant, excluding incentive
payments, company contributions to
employee benefit plans, foreign service
incentives, allowances, relocation, or
other compensation not designated as
salary. The base salary is the basis
for regular monthly paychecks.
Page 1 Rev. 1/95
MANAGEMENT INCENTIVE PLAN PLAN DOCUMENT
1. Salary Administration (continued)
TARGET INCENTIVE That amount (described as a percentage
of a Participant's base salary) that
will be paid as an incentive if the
target corporate performance goal,
unit goals, and personal goals are
fully (100%) achieved.
TARGET TOTAL CASH COMPENSATION The assigned compensation level for each
Participant, based on market data and
internal equity considerations.
Comprised of base salary and target
incentive amount.
Target Incentive opportunities range from 10% to 50% of base salary
for Participants. Each Participant's target incentive is dependent
on the Participant's Tier* assignment in that Plan Year, as follows:
--------------------------------------
Target Incentive
Tier (percentage of base salary)
---- ---------------------------
1 50%
2 35%
3 30%
4 20%
5 10%
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*See Executive Compensation documentation for definition of Tiers.
2. Corporate Performance Goals
Prior to the beginning of the Plan Year, the definition and weighting
of the Corporate Performance goals are proposed by Senior Management and
established by the Management Development and Compensation Committee of the
Board of Directors (the "Committee") all during the corporate goal setting
and budgeting process, and reviewed by the Board of Directors.
Corporate Performance is measured against financial goals for Sales
Growth, Profitability Enhancement (Contribution), and Increased Cash Flow,
expressed in actual dollars. Three levels of corporate financial
performance are defined each year, as follows:
TARGET Budgeted Sales, Contribution and Cash Flow increases over prior
year's actual results. Target goals represent a realistically
attainable level of corporate financial performance for the
year.
Page 2 Rev. 1/95
MANAGEMENT INCENTIVE PLAN PLAN DOCUMENT
2. Corporate Performance Goals (continued)
STRETCH A level of achievement of Sales, Contribution and Cash Flow
increases over prior year's actual results, set above
target and representing a superior level of performance.
THRESHOLD A level of achievement of Sales, Contribution and Cash Flow
increases over prior year's actual results, set below target
and representing the minimum level of performance which is
required in order to produce any incentive payments under
the Plan.
3. Plan Funding
Incentive pool funding equals the sum of the Target Incentives of all
eligible Participants company-wide multiplied by the factor from the
table below that corresponds to the level of corporate financial goal
achievement for the Plan Year, plus an additional 10% of that amount to
cover contingencies.
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INCENTIVE MULTIPLIERS FOR LEVELS OF GOAL ACHIEVEMENT
Goal Achievement Level Multiplier
---------------------- ----------
Threshold .5
Target 1.0
Stretch 2.0
Above Stretch 1.5 times the rate between Target and
Stretch (subject to Committee
approval in the event of
performance over Stretch)
Exact funding levels are determined via interpolation or extrapolation
relative to the defined threshold, target and stretch goals for the
Plan Year.
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The total of all incentive payments cannot exceed the pool size.
Individual payments may be pro-rated in order to achieve this plan
requirement. No incentive payment under the Plan shall exceed in any one
year more than $1 million.
See next page for example.
Page 3 Rev. 1/95
MANAGEMENT INCENTIVE PLAN PLAN DOCUMENT
- --------------------------------------------------------------------------------
CORPORATE GOAL SETTING AND PLAN FUNDING EXAMPLE:
If, for a Plan Year, Corporate Target Goals were assigned the following
weighting*:
Target Goal Weight
----------- ------
Sales Growth 50%
Growth in Contribution 30%
Growth in Cash Flow 20%
*Weighting is determined each Plan Year, and reviewed by the Board of
Directors.
And if, in the example year, the Company achieved:
120% of the Target Sales Growth Goal (X)
75% of the Target Contribution Goal (Y)
100% of the Target Cash Flow Goal (Z)
Then:
(a) (b) (c) (b) x (c)
Goal Weighting Results** Corp Fin Goal Achievement
---- --------- --------- -------------------------
X 50% 120% 60.0%
Y 30% 75% 22.5%
Z 20% 100% 20.0%
CORPORATE FINANCIAL GOAL ACHIEVEMENT = 102.5% OF WEIGHTED
TARGET GOALS
**As percentage of Target Goals.
And the Corporate Incentive Pool size is determined:
In this example, we will assume that Threshold has been set at 40% of
Weighted Target Goals, and Stretch at 135% of Weighted Target Goals.
Referring to the table of incentive multipliers on page 3, the
multiple that corresponds to 102.5% goal achievement is 1.071, since
102.5% is 7.1% of the way between 100% (Target) and 135% (Stretch).
Incentive Pool size would be 1.071 times the sum of target
incentives company-wide, plus 10% for contingencies.
- --------------------------------------------------------------------------------
Page 4 Rev. 1/95
MANAGEMENT INCENTIVE PLAN PLAN DOCUMENT
4. Divisional and Geographic Financial Performance Goals
Target Goals and weightings will be established for all Divisions and
Geographies during the annual goal setting and budgeting process. As in
the case of corporate financial performance goals, these goals will
account for growth in Sales, Contribution and Cash Flow over prior
year's actuals; however, they will be measured in standard
dollars. Threshold and Stretch Goals (expressed as percentages of
Weighted Target Goals, as illustrated in the example on page 4) will be
set for each Division and Geography.
5. Personal Goals
Millipore's Corporate Performance System includes a Management Goal
Alignment Process, which results in objective pre-established
annualized Personal Goals for Senior Management. Objective personal
goals focus on areas of individuals' responsibilities related to
their units' key priorities, and are based on one or more of the
following performance measures: product and market development; human
resource development and customer satisfaction programs; operating
efficiencies and process improvement. These personal goals are
compensable under the Plan.
The Committee sets the CEO's goals and considers the CEO's
recommendations in establishing the Corporate Executive Committee
("CEC") members' goals, and goals of direct reports of CEC members.
6. Weighting of Goals
Depending on the Participant's organization unit, individual
incentive payments will be based upon the following weighting:
---------------------------------------------------------------------
Corporate Div/Geog Personal
Organization Unit Performance Performance Goals
----------------- ----------- ----------- --------
Corporate Function 66.6% NA 33.3%
Division or Geography 33.3% 33.3% 33.3%
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Page 5 Rev. 1/95
MANAGEMENT INCENTIVE PLAN PLAN DOCUMENT
7. Distributions to Participants
The component of incentive payment tied to corporate financial goals
is paid out in direct relationship to corporate financial performance.
The division/geography component is based on how well the business unit
performs in relation to its goals. A division/geography incentive
multiplier (from the table on page 3) is determined based on
achievement against weighted division/geography target goals in the
same manner as described in the example on page 4.
The personal goals payout component equals one third of the
individual's target incentive times the corporate incentive
multiplier, adjusted up or down at the discretion of the
Committee according to the Participant's actual results for the
plan year against personal goals.
INCENTIVE PAYOUT EXAMPLE
[CHART]
The size of the pool available is determined by the level of corporate
financial goal achievement.
Page 6 Rev. 1/95
MANAGEMENT INCENTIVE PLAN PLAN DOCUMENT
7. Distributions to Participants (continued)
The Committee evaluates the CEO's performance and establishes the
appropriate personal goals-based payout component for the CEO and CEC
members, as well as for other Plan Participants.
8. Timing
Payments from the Plan will be made as soon as practicable after
the end of the Plan Year, but no later than April 1 of the following
year. Incentive payments are made in a single lump-sum payment and are
subject to applicable withholding and other taxes as prescribed by local
law.
PARTICIPATION
- -------------
Plan Participants are senior managers and other key employees whose
responsibilities and accomplishments can be directly tied to significant
short-term business goals. The CEO recommends to the Committee on an annual
basis and the Committee selects Participants for whom incentive payments will
be established under the Plan.
In order to be eligible for an incentive payment, a Participant must have been
employed in a Plan-eligible position(s) for at least six consecutive months
of the Plan Year. For a Participant who serves in a Plan-eligible
position(s) for less than a full year, the incentive payment may be pro-rated
based on the number of months, including partial months, the employee was a
Participant during the Plan Year.
The Committee has authority to make decisions regarding eligibility for
incentive payments in the event of new hires, employment terminations, periods
of disability or leave, and transfers into, out of, and between Plan-
eligible positions during the Plan Year.
EFFECT ON TAXES
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Payments made under this Plan will be included in total wages in the year
paid, and are thus considered taxable income in that year.
Page 7 Rev. 1/95
MANAGEMENT INCENTIVE PLAN PLAN DOCUMENT
TERMS AND CONDITIONS
- --------------------
1. The Plan shall be administered by the Committee. All members of the
Committee shall be "outside directors" within the meaning of section
162(m) of the Code. The Committee shall have authority, consistent with
the Plan, to establish Plan periods during which awards may be
established and earned under the Plan, to determine the size and terms
of the awards to be made to each Plan Participant, to determine the time
when awards will be made, to prescribe the form of payment for awards
under the Plan, to adopt, amend and rescind rules and regulations
for the administration of the Plan and for its own acts and proceedings,
and to decide all questions and settle all controversies and disputes which
may arise in connection with the Plan. All decisions,
determinations and interpretations of the Committee shall be binding upon
all parties concerned.
The terms of an award, once fixed, shall preclude future Committee
discretion with respect to the amount or timing of payments of the award,
except that (i) no payment of an award shall be made unless and until
the Committee certifies in writing that the performance goals
specified in the award have been satisfied; (ii) the Committee may retain
the discretion to reduce payments; (iii) the Committee may permit the
deferral of payments that have been earned under an award provided
such deferral is consistent with Section 162 of the Code and (iv)
the Committee may retain such other discretion as is consistent
with the qualification of the award under Section 162(m).
2. Corporate Performance results are determined at the end of the fiscal
year when audited data is available. Adjustments may be made in
order to minimize the potential distortion of performance
measurements resulting from major unplanned/uncontrollable events, such
as a major unbudgeted acquisition, or other events or conditions
during the year affecting financial performance, so long as such
adjustments are made without the involvement of the CEO, and are in
conformity with Section 162(m) of the Internal Revenue Code. Such
adjustments may be made when it is judged that the Corporation
would have been unable to anticipate said event(s) during the corporate
goal setting process.
3. Eligibility criteria for participation in the Plan and entitlements to
receive incentive payments shall be as set forth in the "Participation
Guidelines" reviewed and approved by the Committee .
Page 8 Rev. 1/95
MANAGEMENT INCENTIVE PLAN PLAN DOCUMENT
TERMS AND CONDITIONS (CONTINUED)
- --------------------------------
4. The Management Incentive Plan does not, directly or indirectly,
create in any employee or class of employees any right with respect to
continuation of employment by the Company, and it shall not be
deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an employee's employment at any time.
No employee shall have a right to be selected as a Participant for
any year nor, having been selected a Participant in the Plan for one
year, to be a Participant in any other year. Neither the Plan nor
any award thereunder shall be an element of damages in any claim based
upon discharge in violation of a contract unless the contract in
question shall be in writing and shall make specific reference to
this section and this sentence, overriding the same; nor shall this
Plan or any rights thereto be regarded as an element of damages for
wrongful discharge in any other context except to the extent that
rights shall have accrued hereunder as of the date of discharge.
5. The provisions of the Plan and the grant of any incentive payment shall
inure to the benefit of all successors of each Participant, including
without limitation such Participant's estate and the executors,
administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
Participant.
6. The Plan may be amended or terminated at any time by the Board of
Directors of the Corporation, and shall continue in effect until so
terminated; provided however that no amendment or termination of the
Plan shall adversely affect any right of any Plan Participant with
respect to any incentive payment theretofore made without such Plan
Participant's written consent.
7. The Plan shall be effective with respect to the Plan Year beginning
January 1, 1995.
8. This Plan and all determinations made and actions taken hereunder shall
be construed in accordance with the laws of the Commonwealth of
Massachusetts.
Page 9 Rev. 1/95