MORRISON RESTAURANTS INC.
STOCK INCENTIVE AND
DEFERRED COMPENSATION PLAN
FOR DIRECTORS
TABLE OF CONTENTS
SECTION 1 DEFINITIONS
1.1 Definitions
SECTION 2 THE STOCK INCENTIVE AND DEFERRED COMPENSATION PLAN
2.1 The Purpose of the Plan
2.2 Stock Subject to the Plan
2.3 Administration of the Plan
2.4 Eligibility
SECTION 3 RESTRICTED STOCK AWARDS
3.1 Awards
3.2 Vesting
3.3 Escrow of Shares
3.4 Limitations on Transfer
SECTION 4 DEFERRAL OF COMPENSATION
4.1 Deferral to Deferred Compensation Accounts
4.2 Revocation of Elections
4.3 Revocation of Prior Elections
SECTION 5 DEFERRED COMPENSATION ACCOUNTS
5.1 Establishment of Accounts
5.2 Crediting of Deferrals
5.3 Crediting Income
5.4 Distribution of Accounts
5.5 Distribution upon Death
5.6 Statement of Account
5.7 Participant's Rights Unsecured
SECTION 6 STOCK AWARDS AND GRANT OF OPTIONS
6.1 Elections to Purchase Shares
6.2 Number of Shares Issued
6.3 Option Grants
6.4 Option Term
6.5 Payment
6.6 Non-Transferability
SECTION 7 GENERAL PROVISIONS
7.1 Changes in Capitalization; Merger; Liquidation
7.2 Right to Remove Director
7.3 Restrictions on Delivery and Sale of Shares;
Legends
7.4 Non-alienation of Benefits
7.5 Termination and Amendment of the Plan
7.6 Stockholder Approval
7.7 Choice of Law
7.8 Effective Date of Plan
MORRISON RESTAURANTS INC.
STOCK INCENTIVE AND DEFERRED COMPENSATION PLAN
FOR DIRECTORS
The Morrison Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors contained herein constitutes an
amendment and restatement of the Morrison Incorporated Stock
Incentive and Deferred Compensation Plan for Directors which was
effective on September 30, 1992 (the "Prior Plan"). The Prior
Plan constituted, in part, an amendment and restatement of the
Morrison Incorporated Deferred Compensation Plan for Directors.
SECTION 1 DEFINITIONS
1.1 Definitions. Whenever used herein, the masculine
pronoun shall be deemed to include the feminine, and the singular
to include the plural, unless the context clearly indicates
otherwise, and the following capitalized words and phrases are
used herein with the meaning thereafter ascribed:
(a) "Annual Retainer Compensation" means the retainer
fee payable to a Participant by the Company for the then current
fiscal year of the Company, but shall not include any meeting or
committee fees or expense reimbursements paid to a Participant,
as determined on the first day of the fiscal year or, if later,
as of the first day an individual becomes a Participant.
(b) "Board of Directors" means the board of directors
of the Company.
(c) "Change in Control" means any event that pursuant
to the Company's Certificate of Incorporation, as amended from
time to time, requires the affirmative vote of the holders of not
less than eighty percent (80%) of the Voting Stock (as defined
therein); provided, however, that no event shall constitute a
Change of Control if approved by the Board of Directors a
majority of whom are present directors and new directors. For
purposes of the preceding sentence, the term "present directors"
means individuals who as of the date this Plan is adopted were
members of the Board of Directors and the term "new directors"
means any director whose election by the Board of Directors in
the event of vacancy or whose nomination for election was
approved by a vote of at least three-fourths of the directors
then still in office who are present directors and new directors;
provided that any director initially elected to the Board of
Directors solely to avoid or settle a threatened or actual proxy
contest shall in no event be deemed to be a new director.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the committee appointed by the
Board of Directors to administer the Plan or, in the absence of
appointment of such committee, the Board of Directors.
(f) "Company" means Morrison Restaurants Inc., a
Delaware corporation.
(g) "Compensation" means Nonretainer Compensation and
Annual Retainer Compensation.
(h) "Deferred Compensation Account" means an account
established and maintained on behalf of each Participant and
Prior Participant which shall be credited with certain amounts
deferred by Participants under the Plan and with a rate of return
as described in Plan Section 5.3.
(i) "Disability" means that condition described in
Code Section 22(e)(3), as amended from time to time. In the
event of a dispute, the determination of Disability shall be made
by the Board of Directors and shall be supported by advice of a
physician competent in the area to which such Disability relates.
(j) "Disposition" means any conveyance, sale,
transfer, assignment, pledge or hypothecation, whether outright
or as security, inter vivos or testamentary, with or without
consideration, voluntary or involuntary.
(k) "Effective Date" means the date the Plan, as
amended and restated herein, is approved by the stockholders of
the Company.
(l) "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(m) "Fair Market Value" with regard to a date means
the closing price of the Stock on the last trading date prior to
that date as reported by the New York Stock Exchange (or, if
applicable, as reported by any other national securities exchange
selected by the Committee on which the shares of Stock are then
actively traded).
(n) "Nonretainer Compensation" means the meeting and
committee fees paid to a Participant by the Company, but does not
include any Retainer Compensation or expense reimbursement paid
to a Participant.
(o) "Old Plan" means the Morrison Incorporated
Deferred Compensation Plan for Directors as it existed prior to
its initial amendment and restatement as the Morrison
Incorporated Stock Incentive and Deferred Compensation Plan for
Directors.
(p) "Option" means an option granted under the Plan to
buy shares of Stock as set forth in Plan Section 6.
(q) "Participant" means an individual who, pursuant to
Plan Section 2.4, is eligible to participate in the Plan.
(r) "Plan" means the Morrison Restaurants Inc. Stock
Incentive and Deferred Compensation Plan for Directors (formerly
known as the Morrison Incorporated Stock Incentive and Deferred
Compensation Plan for Directors) as amended and restated herein.
(s) "Prior Participant" means a former Participant
whose benefits have not been fully distributed from the Plan.
(t) "Restricted Stock Award" means a restricted stock
award under Plan Section 3.1.
(u) "Retainer Compensation" means the quarterly
retainer fee paid to a Participant by the Company, but shall not
include any meeting or committee fees or expense reimbursements
paid to a Participant.
(v) "Stock" means the Company's common stock, $.01 par
value.
(w) "Stock Awards" means the shares of Stock issued
pursuant to Section 6.2.
(x) "Stock Incentive Agreement" means an agreement
between the Company and a Participant or other documentation
evidencing an award of a Stock Incentive.
(y) "Stock Incentives" means Options, Stock Awards and
Restricted Stock Awards.
(z) "Target Ownership Level" means the number of
shares of Stock owned by the Participant with a Fair Market Value
equal to ten (10) multiplied by the Annual Retainer Compensation
payable to that Participant. The Target Ownership Level shall be
determined as of the first day of any fiscal quarter or, if
later, as of the first day an individual becomes a Participant.
The vested shares under restricted stock awards issued pursuant
to the Plan and the shares of Stock owned by a Participant's
spouse and children under age 21 will be included in determining
whether a Participant has attained the Target Ownership Level.
SECTION 2 THE STOCK INCENTIVE AND DEFERRED COMPENSATION PLAN
2.1 The Purpose of the Plan. The Plan is intended to (a)
provide incentive to non-employee directors of the Company to
stimulate their efforts toward the continued success of the
Company and to manage the business of the Company in a manner
that will provide for the long-term growth and profitability of
the Company; (b) encourage stock ownership by non-employee
directors by providing them with a means to acquire a proprietary
interest in the Company; and (c) provide a means of obtaining and
rewarding non-employee directors.
2.2 Stock Subject to the Plan. Subject to adjustment in
accordance with Section 7.1, 225,000 shares of Stock (the
"Maximum Plan Shares") are hereby reserved exclusively for
issuance pursuant to Stock Incentives. At no time shall the
aggregate of (a) shares of Stock issuable pursuant to outstanding
Options; (b) shares of Stock issued pursuant to Options; (c)
shares of Stock issued as Restricted Stock Awards; and (d) shares
of Stock issued pursuant to Stock Awards exceed the Maximum Plan
Shares. If an Option expires or terminates for any reason
without being exercised in full, the unpurchased shares subject
to such Option shall again be available for purposes of the Plan.
2.3 Administration of the Plan. The Plan shall be
administered by the Committee. Subject to the provisions of the
Plan, the Committee shall have full and conclusive authority to
interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and
provisions of the respective Stock Incentive Agreements
consistent with the provisions of the Plan and to make all other
determinations necessary or advisable for the proper
administration of the Plan. The Committee's decisions shall be
final and binding on all Participants. The Plan shall be
interpreted in view of the intention that the grant of Stock
Awards, the grant of Restricted Stock Awards and the grant and
exercise of Options are intended to qualify as exempt
transactions under Rule 16b-3 under the Exchange Act.
2.4 Eligibility. Any member of the Board of Directors who
is not an employee of the Company shall be a Participant.
SECTION 3 RESTRICTED STOCK AWARDS
3.1 Awards. Subject to Plan Section 7.6, each Participant
who first is elected to the Board of Directors on or after
September 29, 1993 shall receive a Restricted Stock Award for
5,000 shares of Stock as of the date the individual is first
elected to the Board of Directors or, if later, as of the
Effective Date. Each Restricted Stock Award shall be evidenced
by a Stock Incentive Agreement which shall incorporate the
applicable terms of the Plan.
3.2 Vesting. One-third of the shares of Stock subject to
a Restricted Stock Award shall vest on each of the first three
(3) anniversary dates of the date the Participant was first
elected to the Board of Directors, provided the Participant
remains a member of the Board of Directors as of the applicable
anniversary date. In the event a Participant ceases to be a
member of the Board of Directors prior to the third anniversary
of the Participant's election to the Board of Directors, any
unvested shares shall be forfeited. Notwithstanding the
preceding, all shares of Stock subject to the Restricted Stock
Award shall become vested on the date the Participant ceases to
be a member of the Board of Directors on account of death,
Disability, upon attaining age 70 or upon a Change in Control.
3.3 Escrow of Shares. Any certificates representing the
shares of Stock awarded pursuant to a Restricted Stock Award
shall be issued in the Participant's name, but shall be held by
a custodian designated by the Committee (the "Custodian") until
such time as such shares of Stock become vested or are forfeited.
Each Stock Incentive Agreement governing a Restricted Stock Award
shall appoint the Custodian as the attorney-in-fact for the
Participant until such time as shares of Stock become vested or
are forfeited in accordance with Plan Section 3.2 with full power
and authority in the Participant's name, place and stead to
transfer, assign and convey to the Company any shares of Stock
held by the Custodian for such Participant if the Participant
forfeits such shares. In the event the shares of Stock subject
to the Restricted Stock Award become vested, the Custodian shall
deliver the certificate for such shares to the Participant. In
the event the Participant forfeits any or all of the shares of
Stock subject to the Restricted Stock Award, the Custodian shall
deliver the certificate for such shares to the Company. During
the period that the Custodian holds the shares subject to this
Section, the Participant shall be entitled to all rights, except
as provided in the Stock Incentive Agreement, applicable to
shares of Stock not so held.
3.4 Limitations on Transfer. The Participant shall not
have the right to make or permit to exist any Disposition of the
shares of Stock held by the Custodian until the applicable
vesting date determined pursuant to Plan Section 3.2 and any
Disposition attempted prior to that date shall be void. The
Company shall not recognize and shall not have the duty to
recognize any Disposition not made in accordance with the Plan.
SECTION 4 DEFERRAL OF COMPENSATION
4.1 Deferral to Deferred Compensation Accounts. Each
Participant may elect to defer his or her Nonretainer
Compensation, the portion of his Retainer Compensation that is
not used to purchase Stock pursuant to Plan Section 6 or both,
each in twenty-five percent (25%) increments, to his or her
Deferred Compensation Account. An election to defer Compensation
hereunder shall be in writing and shall be made effective only
with respect to Compensation earned on or after the commencement
of the first fiscal quarter of the Company following the receipt
of a Participant's election by the Committee.
4.2 Revocation of Elections. A Participant may revoke or
modify an election made pursuant to Plan Section 4.1 as of a date
no earlier than the first day of the first fiscal quarter that
commences following receipt of the revocation by the Committee
and subject to such other rules as may be established by the
Committee.
4.3 Revocation of Prior Elections. Participants' deferral
elections under the Old Plan or under the Prior Plan, as
applicable, shall continue to be effective until a Participant
makes his or her election under Plan Section 4.1 and shall be
deemed to be revoked by any such election.
SECTION 5 DEFERRED COMPENSATION ACCOUNTS
5.1 Establishment of Accounts. A Deferred Compensation
Account shall be established for each Participant and each Prior
Participant.
5.2 Crediting of Deferrals. A Participant's Deferred
Compensation Account shall be credited with that portion of the
Participant's Compensation that the Participant has elected to
defer to his or her Deferred Compensation Account pursuant to
Plan Section 4.1 as of the date such Compensation would otherwise
have been paid to the Participant.
5.3 Crediting Income. Each Deferred Compensation Account
shall be credited as of the last day of each fiscal quarter of
the Company with an assumed rate of income equal to the then
prevailing rate payable with respect to ninety (90) day U.S.
Treasury Bills, based on the weighted average balance of such
account during such fiscal quarter.
5.4 Distribution of Accounts. Amounts credited to a
Participant's or Prior Participant's Deferred Compensation
Account shall be distributed in either a single lump sum or
annual installments (not to exceed five (5)), as designated by
the Participant or the Prior Participant in his or her initial
election under the Plan, Prior Plan or Old Plan, as applicable.
Distribution of a Deferred Compensation Account shall be made (in
the case of a lump sum payment) or commence (in the case of
installment payments) upon the January 15 or July 15 following
the Participant's or Prior Participant's seventieth (70th)
birthday, or, if earlier, the January 15 or July 15 following the
date the Participant ceases to be a member of the Board of
Directors. However, if the Participant or Prior Participant so
elects in his or her initial election under the Plan, Prior Plan
or Old Plan, as applicable, the distribution (in the case of a
lump sum payment) or the commencement of the distribution (in the
case of installment payments) of the Participant's or Prior
Participant's Deferred Compensation Account shall occur on any
subsequent January 15 or July 15. If a Participant elects to
have his or her Deferred Compensation Account distributed in
installments, the amount of the first installment shall be a
fraction of the value of the Participant's Deferred Compensation
Account, the numerator of which is one and the denominator of
which is the total number of installments elected, and the amount
of each subsequent installment shall be a fraction of the value
(including income credited pursuant to Plan Section 5.3) on the
date preceding each subsequent payment, the numerator of which is
one and the denominator of which is the total number of
installments elected minus the number of installments previously
paid.
5.4 Distribution upon Death. In the event of the death of
a Participant or Prior Participant prior to the distribution of
his or her Deferred Compensation Account in full, the value of
such Deferred Compensation Account shall be determined as of the
day immediately following the Participant's or Prior
Participant's death and such amount shall be distributed in a
single lump sum payment to the Participant's or Prior
Participant's designated beneficiary as soon as administratively
feasible thereafter.
5.5 Statement of Account. During March and September of
each year after the Effective Date, each Participant and Prior
Participant shall be provided with statements of his or her
Deferred Compensation Account as of the end of the third and
first fiscal quarters of the Company, respectively.
5.6 Participant's Rights Unsecured. The right of any
Participant or Prior Participant to receive future distributions
under the provisions of Plan Section 5 shall constitute an
unsecured claim against the general assets of the Company.
SECTION 6 STOCK AWARDS AND GRANT OF OPTIONS
6.1 Elections to Purchase Shares.
(a) Each Participant that has not attained his Target
Ownership Level will be deemed to have elected to direct
that sixty percent (60%) of his or her Retainer Compensation
payable for each fiscal quarter of the Company following the
Effective Date be allocated to the purchase of shares of
Stock on his or her behalf pursuant to this Section 6. Once
a Participant has been deemed to have elected to purchase
Stock pursuant to this subsection (a), such deemed election
will continue in effect until that Participant modifies or
revokes this deemed election, in accordance with the
provisions of Section 6.1(b), after attaining the Target
Ownership Level.
(b) Each Participant who has attained his Target
Ownership Level as of the first day of a fiscal quarter may
make a discretionary election directing that up to sixty
percent (60%) of his or her Retainer Compensation, in ten
percent (10%) increments, be allocated to the purchase of
Stock on his or her behalf. Such a discretionary election
will be effective on the first day of the fiscal quarter of
the Company that is at least six (6) months after the date
it is filed with the Committee in the manner required by the
Committee. Discretionary elections are irrevocable, as
required by Rule 16b-3 under the Exchange Act as in effect
prior to the effective date of Rule 16b-3 as adopted in
1991. As of the date the new Rule 16b-3 which was adopted
in 1991 applies to the Company, discretionary elections may
be revoked or modified effective on the first day of the
fiscal quarter of the Company that begins at least six (6)
months following the date the modified election is filed
with the Committee in the manner required by the Committee.
Notwithstanding the preceding, a discretionary election or
a modification or revocation of a discretionary election may
be given effect on an earlier date, if the Committee, in its
sole discretion, permits, provided the Committee is
satisfied such election, modification or revocation would
not trigger the recovery of short-swing profits under
Section 16 of the Exchange Act.
(c) In the event a Participant ceases to be a member
of the Board of Directors prior to earning that portion of
his or her Retainer Compensation with respect to which the
Participant has elected to purchase Stock under the Plan,
the direction to purchase Stock shall terminate. For
purposes of this Section, a Participant shall be deemed to
have earned the Retainer Compensation payable for a fiscal
quarter of the Company if he or she serves as a member of
the Board of Directors of the Company for at least one day
of that fiscal quarter.
(d) Participants' elections under the Prior Plan,
other than an election made under Section 4.1 of the Prior
Plan, shall be rendered null and void as of the Effective
Date, provided stockholder approval of the Plan is obtained.
6.2 Number of Shares Issued. As of the first day of each
fiscal quarter for which a Participant has elected or is deemed
to have elected to direct that Retainer Compensation be used for
the purchase of Stock pursuant to Plan Section 6.1, the
Participant shall be issued a number of shares of Stock equal to
the amount, if any, of the Participant's Retainer Compensation
allocated to the purchase of Stock, multiplied by 1.15 and
divided by the Fair Market Value of a share of Stock as of the
issue date. Any Stock issued to a Participant pursuant to this
Section 6.2 may not be transferred within three (3) years of the
date of purchase, except in the event of death, Disability,
retirement on or after age 70 or unless the Committee waives this
restriction.
6.3 Option Grants. As of the first day of each fiscal
quarter for which a Participant has been issued Stock pursuant to
Plan Section 6.2, the Participant shall be granted an Option to
purchase a number of shares of Stock equal to three (3) times the
number of shares of Stock issued pursuant to Plan Section 6.2 for
such fiscal quarter (the "Option Shares"). The Option Shares
shall be exercisable at Fair Market Value as of the date of the
option grant. Each Option granted pursuant to the Plan shall be
evidenced by a Stock Incentive Agreement.
6.4 Option Term. Each Option granted hereunder shall be
exercisable six (6) months from the date of grant with respect to
all or any number of the Option Shares. Once exercisable, each
Option granted hereunder shall thereafter remain exercisable
until the fifth (5th) anniversary of the date of grant; provided,
however, that in the event of a Participant's death prior to the
expiration of the Option term, the Option may continue to be
exercised by the Participant's legal representative until the
first anniversary of the Participant's death. An Option that is
not exercised prior to the first anniversary of the Participant's
death shall be deemed exercised on the first anniversary of the
date of death to the extent the then Fair Market Value of the
Option Shares exceeds the exercise price of the Option Shares.
Payment of such exercise price shall be effected by withholding
a number of shares of Stock otherwise issuable pursuant to the
Option the Fair Market Value of which on such anniversary is
equal to the exercise price. If the Fair Market Value of the
Stock on the first anniversary of the Participant's death equals
or is less than the Option exercise price, then the Option shall
be deemed to have expired unexercised.
6.5 Payment. Payment for all shares of Stock purchased
pursuant to exercise of an Option shall be made (a) in cash; (b)
by delivery to the Company of a number of shares of Stock which
have been owned by the holder for at least six (6) months prior
to the date of exercise having an aggregate Fair Market Value of
not less than the product of the exercise price multiplied by the
number of Option Shares the Participant intends to purchase; or
(c) in a cashless exercise through a broker. Payment shall be
made at the time that the Option or any part thereof is
exercised, and no shares shall be issued or delivered upon
exercise of an Option until full payment has been made by the
Participant. The holder of an Option, as such, shall have none
of the rights of a stockholder.
6.6 Non-Transferability. An Option shall not be
transferable or assignable except by will or by the laws of
descent and distribution and shall be exercisable, during the
Participant's lifetime, only by the Participant, or in the event
of the Disability of the Participant, by the legal representative
of the Participant.
SECTION 7 GENERAL PROVISIONS
7.1 Changes in Capitalization; Merger; Liquidation.
(a) The number of shares of Stock reserved with
respect to Stock Incentives and the number of shares of Stock
reserved for issuance upon the exercise of each outstanding
Option and upon vesting of each outstanding Restricted Stock
Award and the exercise price of each outstanding Option shall be
proportionately adjusted for any increase or decrease in the
number of issued shares of Stock resulting from a subdivision or
combination of shares or the payment of a stock dividend in
shares of Stock to holders of outstanding shares of Stock or any
other increase or decrease in the number of shares of Stock
outstanding effected without receipt of consideration by the
Company.
(b) If the Company shall be the surviving corporation
in any merger or consolidation, recapitalization,
reclassification of shares or similar reorganization, an
appropriate adjustment shall be made in each Stock Incentive
Agreement such that the Participant shall be entitled to purchase
or receive the number and class of securities to which a holder
of the number of shares of Stock subject to the Stock Incentive
Agreement at the time of such transaction would have been
entitled to receive as a result of such transaction, and a
corresponding adjustment shall be made in the exercise price of
each outstanding Option. A dissolution or liquidation of the
Company shall cause Options to terminate as to any portion
thereof not exercised as of the effective date of the dissolution
or liquidation. In the event of a sale of substantially all the
Stock or property of the company or the merger or consolidation
of the Company into another corporation where the purchaser does
not agree to the assumption of the Options, the Committee shall
be authorized to terminate the Option in consideration of the
payment to the optionee of the difference between the then Fair
Market Value of the Stock subject to the unexercised portion of
the Option and the aggregate exercise price.
(c) The existence of the Plan and the Stock Incentives
granted pursuant to the Plan shall not affect in any way the
right or power of the Company to make or authorize any
adjustment, reclassification, reorganization or other change in
its capital or business structure, any merger or consolidation of
the Company, any issue of debt or equity securities having
preferences or priorities as to the Stock or the rights thereof,
the dissolution or liquidation of the Company, any sale or
transfer of all or any part of its business or assets, or any
other corporate act or proceeding.
7.2 Right to Remove Director. Nothing in the Plan or in
any Stock Incentive Agreement shall confer upon any Participant
the right to continue as a member of the Board of Directors or
affect the right of the Company to terminate a Participant's
directorship at any time.
7.3 Restrictions on Delivery and Sale of Shares; Legends.
Each Stock Incentive is subject to the condition that if at any
time the Committee, in its discretion, shall determine that the
listing, registration or qualification of the shares covered by
such Stock Incentive upon any securities exchange or under any
state or federal law is necessary or desirable as a condition of
or in connection with the granting of such Stock Incentive or the
purchase or delivery of shares thereunder, the delivery of any or
all shares pursuant to such Stock Incentive may be withheld
unless and until such listing, registration or qualification
shall have been effected. If a registration statement is not in
effect under the Securities Act of 1933 or any applicable state
securities laws with respect to the shares of Stock purchasable
or otherwise deliverable under Stock Incentives then outstanding,
the Participant shall, as a condition of exercise of any Option
or as a condition to any other delivery of Stock pursuant to a
Stock Incentive, represent, in writing, that the shares received
pursuant to the Stock Incentive are being acquired for investment
and not with a view to distribution and agree that the shares
will not be disposed of except pursuant to an effective
registration statement, unless the Company shall have received an
opinion of counsel that such disposition is exempt from such
requirement under the Securities Act of 1933 and any applicable
state securities laws. The Company may include on certificates
representing shares delivered pursuant to a Stock Incentive such
legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as
the Company, in its discretion, shall deem appropriate.
7.4 Non-alienation of Benefits. Other than as specifically
provided with regard to the death of a Participant, no benefit
under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
charge; and any attempt to do so shall be void. No such benefit
shall, prior to receipt by the Participant, be in any manner
liable for or subject to the debts, contracts, liabilities,
engagements or torts of the Participant.
7.5 Termination and Amendment of the Plan. The Board of
Directors at any time may amend or terminate the Plan without
stockholder approval; provided, however, that the Board of
Directors may condition any amendment on the approval of
stockholders of the Company if such approval is necessary or
advisable with respect to tax, securities or other applicable
laws. Notwithstanding the foregoing, in no event shall the Board
of Directors amend the provisions of the Plan that relate to
Stock Awards contemplated pursuant to Plan Section 6.1(a) or to
Restricted Stock Awards more than once every six (6) months,
other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, or the rules thereunder.
No termination, modification or amendment of the Plan, without
the consent of a Participant who has been awarded a Stock
Incentive or with respect to whom amounts have been credited to
a Deferred Compensation Account, shall adversely affect the
rights of that Participant under such Stock Incentive or with
respect to such Deferred Compensation Account.
7.6 Stockholder Approval. The Plan shall be submitted to
the stockholders of the Company for their approval within twelve
(12) months after the adoption of the Plan by the Board of
Directors of the Company. If such approval is not obtained, this
amendment and restatement shall be deemed null and void and the
Prior Plan shall remain as in effect immediately prior to this
amendment and restatement.
7.7 Choice of Law. The laws of the State of Alabama shall
govern the Plan, to the extent not preempted by federal law.
7.8 Effective Date of Plan. The Plan shall become
effective on the Effective Date.
MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall
Title: President and Chief
Executive Officer
ATTEST:
/s/ Pfilip G. Hunt
Secretary
[CORPORATE SEAL]
FIRST AMENDMENT TO THE
MORRISON RESTAURANTS INC. STOCK INCENTIVE
AND DEFERRED COMPENSATION PLAN FOR DIRECTORS
THIS FIRST AMENDMENT is made this 29th day of June, 1995,
by Morrison Restaurants Inc., a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter
called the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Morrison Restaurants Inc.
Stock Incentive and Deferred Compensation Plan for Directors,
which is currently maintained under an amended and restated
indenture which became effective as of September 28, 1994 (the
"Plan"); and
WHEREAS, the Company desires to amend the Plan to clarify
the shares of Company common stock which a participating director
may be considered as owning for purposes of determining whether
that director has attained his or her targeted level of ownership
of Company common stock; and
WHEREAS, the Board of Directors of the Company has duly
approved and authorized this amendment to the Plan;
NOW, THEREFORE, the Company does hereby amend the Plan,
effective immediately, by deleting existing Section 1.1(z) in its
entirety and by substituting therefor the following:
"(z) `Target Ownership Level' means the number of
shares of Stock owned by the Participant with a Fair
Market Value equal to ten (10) multiplied by the Annual
Retainer Compensation payable to that Participant. The
Target Ownership Level shall be determined as of the
first day of any fiscal quarter or, if later, as of the
first day an individual becomes a Participant. For
purposes of this Section 1.1(z), a Participant shall be
considered to `own' shares of Stock (i) if the
Participant has any legal or beneficial interest in the
shares of Stock; or (ii) if a legal or beneficial
interest in the shares of Stock is held by the
Participant's spouse or any child under age 21."
Except as specifically amended hereby, the Plan shall remain
in full force and effect as prior to the adoption of this First
Amendment.
IN WITNESS WHEREOF, the Company has caused this First
Amendment to be executed on the day and year first above written.
MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall
Title: Chairman of the Board
and Chief Executive Officer
ATTEST:
By: /s/ Pfilip G Hunt
Title: Secretary
[CORPORATE SEAL]
MORRISON RESTAURANTS INC.
NON-QUALIFIED STOCK OPTION AWARD
THIS AWARD is made by MORRISON RESTAURANTS INC. (the
"Company") to ___________________________ , (the "Optionee").
Upon and subject to the Terms and Conditions attached hereto
and incorporated herein by reference, the Company hereby awards
as of the Grant Date to Optionee a non-qualified stock option
(the "Option"), as described below, to purchase the Option
Shares.
A. Grant Date: ________________.
B. Type of Option: Non-Qualified Stock Option.
C. Plan (under which Option is granted): Morrison
Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors.
D. Option Shares: All or any part of _____ shares of the
Company's common stock (the "Common Stock"). The
number of Option Shares granted shall equal three times
the number of shares issued to the Optionee as of the
Grant Date pursuant to Plan Section 6.2.
E. Exercise Price: $______ per share which is the Fair
Market Value, as defined in the Plan, of a share of
Common Stock determined as of the Grant Date.
F. Option Period: The Option may be exercised during the
Option Period which commences six (6) months following
the Grant Date and ends on the fifth (5th) anniversary
of the Grant Date. However, if Optionee dies prior to
the expiration of this period, the Option may be
exercised until one (1) year following Optionee's
death. Note that other restrictions to exercising the
Option, as described in the attached Terms and
Conditions, may apply.
IN WITNESS WHEREOF, the Company has executed and sealed this
Award as of the Grant Date set forth above.
MORRISON RESTAURANTS INC.
By:
Title:
TERMS AND CONDITIONS TO THE
NON-QUALIFIED STOCK OPTION AWARD
UNDER THE MORRISON RESTAURANTS INC.
STOCK INCENTIVE AND DEFERRED COMPENSATION
PLANS FOR DIRECTORS
1. Exercise of Option. Subject to the provisions provided
herein or in the Award made pursuant to the Morrison Restaurants
Inc. Stock Incentive and Deferred Compensation Plan for
Directors:
(a) the Option may be exercised with respect to all or
any portion of the Option Shares at any time during the
Option Period by the delivery to the Company, at its
principal place of business, of (i) a written notice of
exercise in substantially the form attached hereto as Exhibit
1, which shall be actually delivered to the Company no
earlier than thirty (30) days and no later than ten (10) days
prior to the date upon which Optionee desires to exercise all
or any portion of the Option and (ii) payment to the Company
of the Exercise Price multiplied by the number of shares
being purchased (the "Purchase Price") in the manner provided
in Subsection (b). Upon acceptance of such notice and
receipt of payment in full of the Purchase Price, the
Company shall cause to be issued a certificate representing
the Option Shares purchased.
(b) The Purchase Price shall be paid in full upon the
exercise of an Option and no Option Shares shall be issued or
delivered until full payment therefor has been made. Payment
of the Purchase Price for all Option Shares purchased
pursuant to the exercise of an Option shall be made in cash
or, alternatively, as follows:
(i) by delivery to the Company of a number of
shares of Common Stock which have been owned by the
Optionee for at least six months prior to the date of
the Option's exercise, having a Fair Market Value, as
determined under the Plan, on the date of exercise
either equal to the Purchase Price or in combination
with cash to equal the Purchase Price; or
(ii) by receipt of the Purchase Price in cash
from a broker, dealer or other "creditor" as defined by
Regulation T issued by the Board of Governors of the
Federal Reserve System following delivery by the
Optionee to the Committee (defined in the Plan) of
instructions in a form acceptable to the Committee
regarding delivery to such broker, dealer or other
creditor of that number of Option Shares with respect to
which the Option is exercised.
(c) An Option that is not exercised prior to the first
anniversary of the Optionee's death shall be deemed exercised
in full on the first anniversary of the date of death to the
extent the then Fair Market Value of a share of Common Stock
exceeds the Exercise Price, and payment of the Purchase Price
shall be effected by withholding a number of Option Shares
otherwise issuable, the Fair Market Value which on such
anniversary is equal to the Purchase Price. If the Fair
Market Value of a share of Common Stock on the first
anniversary of the Optionee's death equals or is less than
the Exercise Price, then the Option shall be deemed to have
expired unexercised.
2. Exercise Price. The exercise price for each Option
Share shall be the Fair Market Value (defined in the Plan) of a
share of Common Stock as of the Grant Date, subject to adjustment
as set forth in Section 6 below (the "Exercise Price").
3. Termination of Option. Upon the expiration of the
Option Period, this Option and all unexercised rights granted to
Optionee hereunder shall terminate, and thereafter be null and
void.
4. Rights as Shareholder. Until the stock certificates
reflecting the Option Shares to be granted to the Optionee upon
exercise of the Option are issued to the Optionee, the Optionee
shall have no rights as a shareholder with respect to such Option
Shares. The Company shall make no adjustment for any dividends
or distributions or other rights on or with respect to Option
Shares for which the record date is prior to the issuance of that
stock certificate, except as the Plan, the Award or these Terms
and Conditions otherwise provide.
5. Restriction on Transfer of Option. The Option evidenced
hereby is nontransferable other than by will or the laws of
descent and distribution, and, shall be exercisable during the
lifetime of the Optionee only by the Optionee (or in the event of
his Disability (as defined in the Plan), by his personal
representative) and after his death, only by his personal
representative.
6. Changes in Capitalization; Merger; Liquidation.
(a) The number of Option Shares and the Exercise Price
shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock
resulting from a subdivision or combination of shares or the
payment of a stock dividend in shares of Common Stock to
holders of outstanding shares of Common Stock or any other
increase or decrease in the number of shares of Common Stock
outstanding effected without receipt of consideration by the
Company.
(b) If the Company shall be the surviving corporation
in any merger or consolidation, recapitalization,
reclassification of shares or similar reorganization, the
Optionee shall be entitled to purchase or receive the number
and class of securities to which a holder of the number of
shares of Common Stock subject to the Option at the time of
such transaction would have been entitled to receive as a
result of such transaction, and a corresponding adjustment
shall be made in the Exercise Price. A dissolution or
liquidation of the Company shall cause the Option to
terminate as to any portion thereof not exercised as of the
effective date of the dissolution or liquidation. In the
event of a sale of substantially all of the Common Stock or
property of the Company or the merger or consolidation of the
Company into another corporation where the purchaser does not
agree to the assumption of the Option, the Committee shall be
authorized to terminate the Option in consideration of the
payment of the Optionee of the difference between the then
Fair Market Value of the Common Stock subject to the
unexercised portion of the Option and the aggregate Exercise
Price.
(c) The existence of the Plan and the Award shall not
affect in any way the right or power of the Company to make
or authorize any adjustment, reclassification, reorganization
or other change in its capital or business structure, any
merger or consolidation of the Company, any issue of debt or
equity securities having preferences or priorities as to the
Common Stock or the rights thereof, the dissolution or
liquidation of the Company, any sale or transfer of all or
any part of its business or assets, or any other corporate
act or proceeding.
7. Special Limitation on Exercise. Any exercise of the
Option is subject to the condition that if at any time the
Committee, in its discretion, shall determine that the listing,
registration or qualification of the shares covered by the Option
upon any securities exchange or under any state or federal law is
necessary or desirable as a condition of or in connection with
the delivery of shares thereunder, the delivery of any or all
shares pursuant to the Option may be withheld unless and until
such listing, registration or qualification shall have been
effected. The Optionee shall deliver to the Company, prior to
the exercise of the Option, such information, representations and
warranties as the Company may reasonably request in order for the
Company to be able to satisfy itself that the Option Shares are
being acquired in accordance with the terms of an applicable
exemption from the securities registration requirements of
applicable federal and state securities laws.
8. Legend on Stock Certificates. Certificates evidencing
the Option Shares, to the extent appropriate at the time, shall
have noted conspicuously on the certificates a legend intended to
give all persons full notice of the existence of the conditions,
restrictions, rights and obligations set forth in the Award,
these Terms and Conditions and the Plan.
9. Governing Laws. This Award shall be construed,
administered and enforced according to the laws of the State of
Alabama; provided, however, no Option may be exercised except, in
the reasonable judgment of the Board of Directors, in compliance
with exemptions under applicable state securities laws of the
state in which the Optionee resides, and/or any other applicable
securities laws.
10. Successors. The Award and these Terms and Conditions
shall be binding upon and inure to the benefit of the heirs,
legal representatives, successors and permitted assigns of the
parties.
11. Notice. Except as otherwise specified herein, all
notices and other communications under the Award shall be in
writing and shall be deemed to have been given if personally
delivered or if sent by registered or certified United States
mail, return receipt requested, postage prepaid, addressed to the
proposed recipient at the last known address of the recipient.
Any party may designate any other address to which notices shall
be sent by giving notice of the address to the other parties in
the same manner as provided herein.
12. Severability. In the event that any one or more of the
provisions or portion thereof contained in the Award and these
Terms and Conditions shall for any reason be held to be invalid,
illegal or unenforceable in any respect, the same shall not
invalidate or otherwise affect any other provisions of the Award
and these Terms and Conditions, and the Award and these Terms and
Conditions shall be construed as if the invalid, illegal or
unenforceable provision or portion thereof had never been
contained herein.
13. Entire Agreement. Subject to the terms and conditions
of the Plan, the Award and these Terms and Conditions express the
entire understanding and agreement of the parties.
14. Violation. Any transfer, pledge, sale, assignment, or
hypothecation of the Option or any portion thereof shall be a
violation of the terms of the Award and these Terms and
Conditions and shall be void and without effect.
15. Headings. Paragraph headings used herein are for
convenience of reference only and shall not be considered in
construing the Award or these Terms and Conditions.
16. Specific Performance. In the event of any actual or
threatened default in, or breach of, any of the terms, conditions
and provisions of the Award and these Terms and Conditions, the
party or parties who are thereby aggrieved shall have the right
to specific performance and injunction in addition to any and all
other rights and remedies at law or in equity, and all such
rights and remedies shall be cumulative.
17. Right to Remove Director. Neither the establishment of
the Plan nor the award of Option Shares hereunder shall be
construed as giving the Optionee the right to continued
directorship.
EXHIBIT 1
NOTICE OF EXERCISE OF
STOCK OPTION TO PURCHASE
COMMON STOCK OF
MORRISON RESTAURANTS INC.
Name
Address
Date
Morrison Restaurants Inc.
4721 Morrison Drive
P. O. Box 160266
Mobile, AL 36625-0001
Re: Exercise of the Non-Qualified Stock Option
Gentlemen:
Subject to acceptance hereof in writing by Morrison
Restaurants Inc. (the "Company") pursuant to the provisions of
the Morrison Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors (the "Plan"), I hereby give at
least ten days but not more than thirty days prior notice of my
election to exercise options granted to me to purchase
______________ shares of Common Stock of the Company under the
Non-Qualified Stock Option Award (the "Award") pursuant to the
Plan dated as of ____________. The purchase shall take place as
of __________, 199__ (the "Exercise Date").
On or before the Exercise Date, I will pay the applicable
purchase price as follows:
[ ] by delivery of cash or a certified check for
$___________ for the full purchase price payable to the
order of Morrison Restaurants Inc.
[ ] by delivery of a certified check for $___________
representing a portion of the purchase price with the
balance to consist of shares of Common Stock that I have
owned for at least six months and that are represented
by a stock certificate I will surrender to the Company
with my endorsement. If the number of shares of Common
Stock represented by such stock certificate exceed the
number to be applied against the purchase price, I
understand that a new stock certificate will be issued
to me reflecting the excess number of shares.
[ ] by delivery of a stock certificate representing shares
of Common Stock that I have owned for at least six
months which I will surrender to the Company with my
endorsement as payment of the purchase price. If the
number of shares of Common Stock represented by such
certificate exceed the number to be applied against the
purchase price, I understand that a new certificate will
be issued to me reflecting the excess number of shares.
[ ] by delivery of the purchase price by ________________,
a broker, dealer or other "creditor" as defined by
Regulation T issued by the Board of Governors of the
Federal Reserve System. I hereby authorize the Company
to issue a stock certificate in number of shares
indicated above in the name of said broker, dealer or
other creditor or its nominee pursuant to instructions
received by the Company and to deliver said stock
certificate directly to that broker, dealer or other
creditor (or to such other party specified in the
instructions received by the Company from the broker,
dealer or other creditor) upon receipt of the purchase
price.
As soon as the stock certificate is registered in my name,
please deliver it to me at the above address.
If the Common Stock being acquired is not registered for
issuance to and resale by the Optionee pursuant to an effective
registration statement on Form S-8 (or successor form) filed
under the Securities Act of 1933, as amended (the "1933 Act"), I
hereby represent, warrant, covenant, and agree with the Company
as follows:
The shares of the Common Stock being acquired by me will
be acquired for my own account for investment and not with a
view to any further distribution thereof;
I understand that the Common Stock will be issued and
sold to me without registration under the 1933 Act and of
applicable state laws and I must hold the shares indefinitely
unless such shares are subsequently registered under such
laws or an exemption from registration is available;
The Company will be under no obligation to register the
Common Stock or to comply with any exemption available for
sale of the Common Stock without registration or filing or to
act in any manner so as to make Rule 144 available with
respect to the Common Stock;
I have had the opportunity to ask questions of and
receive answers from the Company and any person acting on its
behalf and to obtain all material information reasonably
available with respect to the Company and its affairs. I
have received all information and data with respect to the
Company which I have requested and which I have deemed
relevant in connection with the evaluation of the merits and
risks of my investment in the Company;
I have such knowledge and experience in financial and
business matters that I am capable of evaluating the merits
and risks of the purchase of the Common Stock hereunder and
I am able to bear the economic risk of such purchase;
I understand that the certificates representing the
shares being purchased by me in accordance with this notice
shall bear a legend referring to the foregoing covenants,
representations and warranties and restrictions on transfer,
and I agree that a legend to that effect may be placed on any
certificate which may be issued to me as a substitute for the
certificates being acquired by me in accordance with this
notice; and
I understand that mailing or delivery of this notice to you
constitutes an irrevocable exercise of the Option as to the
number of shares set forth above, creating a binding, legal
obligation on my part to purchase the shares.
Very truly yours,
AGREED TO AND ACCEPTED:
MORRISON RESTAURANTS INC.
By:
Title:
Number of Shares
Exercised:
Number of Shares
Remaining: Date:
MORRISON RESTAURANTS INC.
RESTRICTED STOCK AWARD
THIS AWARD is made by MORRISON RESTAURANTS INC. (the
"Company") to ____________________________________ (the
"Participant").
Upon and subject to the Terms and Conditions attached hereto
and incorporated herein by reference, the Company hereby awards
as of the Grant Date to Participant a restricted stock award (the
"Award") for the Award Shares, as described below:
A. Grant Date: [Insert the date the
Participant was first elected to the Board of Directors;
however, if the Participant was first elected to the
Board of Directors prior to September 28, 1994, the
effective date of the Plan, insert September 28, 1994].
B. Type of Award: Restricted Stock Award.
C. Plan (under which Award is granted): Morrison
Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors.
D. Award Shares: All or any part of 5,000 shares of the
Company's common stock (the "Common Stock").
E. Vesting of Award Shares: Award Shares vest in equal one-
third increments on each of the first three anniversary
dates of the date the Participant was first elected to
the Board of Directors. However, the Terms and
Conditions specify other events that either accelerate
the vesting or cease the vesting of additional Award
Shares.
IN WITNESS WHEREOF, the Company has executed and sealed this
Award as of the Grant Date set forth above.
MORRISON RESTAURANTS INC.
By:
Title:
TERMS AND CONDITIONS TO THE
RESTRICTED STOCK AWARD
UNDER THE MORRISON RESTAURANTS INC.
STOCK INCENTIVE AND DEFERRED COMPENSATION
PLANS FOR DIRECTORS
1. Vesting and Forfeiture of Award Shares. Subject to the
provisions provided herein or in the Award made pursuant to the
Morrison Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors:
(a) The Participant shall become vested in one-third of
the Award Shares on each of the first three anniversary dates
of the date the Participant was first elected to the Board of
Directors. However, if the Participant ceases to be a member
of the Board of Directors prior to the third anniversary of
his or her election to the Board of Directors, any unvested
Award Shares shall immediately be forfeited.
(b) Notwithstanding the preceding, all Award Shares
shall become vested on the date the Participant ceases to be
a member of the Board of Directors on account of death,
Disability (as defined in the Plan), upon attaining age 70 or
upon a Change in Control (as defined in the Plan).
2. Escrow of Award Shares. Any certificates representing
the Award Shares shall be issued in the Participant's name, but
shall be held by a custodian designated by the Committee (the
"Custodian") together with an undated assignment in blank of the
Award Shares executed by the Participant, until such time as such
Award Shares become vested or are forfeited. Until such time as
the Award Shares become vested or are forfeited, the Custodian is
appointed as the attorney-in-fact for the Participant with full
power and authority in the Participant's name, place and stead to
transfer, assign and convey to the Company any Award Shares held
by the Custodian for such Participant if the Participant forfeits
such shares. In the event the Award Shares become vested, the
Custodian shall deliver the certificate for such vested shares to
the Participant; provided that the Participant executes and
delivers to the Custodian substitute undated assignments for any
replacement certificates representing the shares subject to
restrictions, as may be necessary. In the event the Participant
forfeits any or all of the Award Shares, the Custodian shall date
the assignment and deliver the certificate for such shares to the
Company.
3. Rights as Shareholder. The Participant shall have all
rights as a stockholder, including the receipt of dividends, with
respect to any Award Shares as of the Grant Date, but not after
any date any such Award Shares are forfeited.
4. Restriction on Transfer of Award. Unvested Award Shares
may not be conveyed, sold, transferred, assigned, pledged,
hypothecated or otherwise disposed of by the Participant. Any
attempt to transfer unvested Award Shares shall be void.
5. Changes in Capitalization; Merger; Liquidation.
(a) The number of Award Shares shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or
combination of shares or the payment of a stock dividend in
shares of Common Stock to holders of outstanding shares of
Common Stock or any other increase or decrease in the number
of shares of Common Stock outstanding effected without
receipt of consideration by the Company.
(b) If the Company shall be the surviving corporation
in any merger or consolidation, recapitalization,
reclassification of shares or similar reorganization, the
Participant shall be eligible to receive the number and class
of securities to which a holder of the number of shares of
Common Stock subject to the Award at the time of such
transaction would have been eligible to receive as a result
of such transaction.
(c) The existence of the Plan and the Award shall not
affect in any way the right or power of the Company to make
or authorize any adjustment, reclassification, reorganization
or other change in its capital or business structure, any
merger or consolidation of the Company, any issue of debt or
equity securities having preferences or priorities as to the
Common Stock or the rights thereof, the dissolution or
liquidation of the Company, any sale or transfer of all or
any part of its business or assets, or any other corporate
act or proceeding.
(d) If, because the number of shares of Common Stock of
the Company are increased or reduced by reason of a
subdivision or combination of shares or the payment of a
stock dividend in shares or any other increase or decrease in
the number of shares, the Participant is eligible to receive
additional shares or to be issued a replacement certificate
for Common Stock attributable to this Award, such additional
shares and replacement certificate shall be subject to all
the terms and conditions of this Award.
6. Special Limitation on Exercise. Any issuance of the
Award Shares is subject to the condition that if at any time the
Committee, in its discretion, shall determine that the listing,
registration or qualification of the shares covered by the Award
upon any securities exchange or under any state or federal law is
necessary or desirable as a condition of or in connection with
the delivery of shares thereunder, the delivery of any or all
shares pursuant to the Award may be withheld unless and until
such listing, registration or qualification shall have been
effected. The Participant shall deliver to the Company, prior to
the exercise of the Award, such information, representations and
warranties as the Company may reasonably request in order for the
Company to be able to satisfy itself that the Award Shares are
being acquired in accordance with the terms of an applicable
exemption from the securities registration requirements of
applicable federal and state securities laws.
7. Legend on Stock Certificates. Certificates evidencing
the Award Shares, to the extent appropriate at the time, shall
have noted conspicuously on the certificates a legend intended to
give all persons full notice of the existence of the conditions,
restrictions, rights and obligations set forth in the Award,
these Terms and Conditions and the Plan.
8. Governing Laws. This Award shall be construed,
administered and enforced according to the laws of the State of
Alabama.
9. Successors. The Award and these Terms and Conditions
shall be binding upon and inure to the benefit of the heirs,
legal representatives, successors and permitted assigns of the
parties.
10. Notice. Except as otherwise specified herein, all
notices and other communications under the Award shall be in
writing and shall be deemed to have been given if personally
delivered or if sent by registered or certified United States
mail, return receipt requested, postage prepaid, addressed to the
proposed recipient at the last known address of the recipient.
Any party may designate any other address to which notices shall
be sent by giving notice of the address to the other parties in
the same manner as provided herein.
11. Severability. In the event that any one or more of the
provisions or portion thereof contained in the Award and these
Terms and Conditions shall for any reason be held to be invalid,
illegal or unenforceable in any respect, the same shall not
invalidate or otherwise affect any other provisions of the Award
and these Terms and Conditions, and the Award and these Terms and
Conditions shall be construed as if the invalid, illegal or
unenforceable provision or portion thereof had never been
contained herein.
12. Entire Agreement. Subject to the terms and conditions
of the Plan, the Award and these Terms and Conditions express the
entire understanding and agreement of the parties.
13. Violation. Any transfer, pledge, sale, assignment, or
hypothecation of the Award or any portion thereof shall be a
violation of the terms of the Award and these Terms and
Conditions and shall be void and without effect.
14. Headings. Paragraph headings used herein are for
convenience of reference only and shall not be considered in
construing the Award or these Terms and Conditions.
15. Specific Performance. In the event of any actual or
threatened default in, or breach of, any of the terms, conditions
and provisions of the Award and these Terms and Conditions, the
party or parties who are thereby aggrieved shall have the right
to specific performance and injunction in addition to any and all
other rights and remedies at law or in equity, and all such
rights and remedies shall be cumulative.
16. Right to Remove Director. Neither the establishment of
the Plan nor the award of Award Shares hereunder shall be
construed as giving the Participant the right to continued
directorship.