1
Appendix to Proxy Statement
The Park Electrochemical Corp. 2002 Stock Option Plan
is being filed as an Appendix to the Proxy Statement dated
June 10, 2002 for the annual meeting of Shareholders of Park
Electrochemical Corp. to be held on July 17, 2002, pursuant
to Instruction 3 to Item 10 of Schedule 14A under the
Securities Exchange Act of 1934.
PARK ELECTROCHEMICAL CORP.
2002 STOCK OPTION PLAN
1. Purpose of the Plan. This Plan (herein called the
"Plan") is designed to promote shareholder value by
providing appropriate incentives to key employees, including
officers and directors of PARK ELECTROCHEMICAL CORP., a New
York corporation (the "Company"), and its subsidiaries, and
to offer an additional inducement in obtaining the services
of key personnel and directors. The Plan provides for the
grant of (i) incentive stock options ("Incentive Stock
Options"), as contemplated by Section 422 of the Internal
Revenue Code of 1986, as now in effect or later amended (the
"Code"), which options shall be subject to the tax treatment
described in Section 421 of the Code, and (ii) non-qualified
stock options ("Non-Qualified Stock Options").
2. Stock Subject to the Plan. Options may be granted
under the Plan to purchase in the aggregate not more than
900,000 shares of Common Stock, par value $.10 per share, of
the Company ("Common Stock"), which shares may, in the
discretion of the Board of Directors, consist either in
whole or in part of authorized but unissued shares of Common
Stock or shares of Common Stock held in the treasury of the
Company. Subject to the provisions of Paragraph 7, any
shares subject to an option which for any reason expires or
is terminated unexercised as to such shares shall again
become available for option under the Plan.
3. Administration of the Plan. The Plan shall be
administered by the Board of Directors of the Company or
such committee as the Board of Directors may establish or
designate from time to time (the "Committee"). The Committee
shall be composed of one or more members each of whom shall,
unless otherwise determined by the Board of Directors, be
(i) "non-employee directors", within the meaning of Rule 16b-
3 (or any successor rule) of the rules and regulations of
the Securities and Exchange Commission promulgated under the
Securities Exchange Act of 1934, as amended, and (ii)
"outside directors", within the meaning of Section 162(m) of
the Code and the rules and regulations of the Internal
Revenue Service promulgated thereunder. The Committee shall
be appointed by, and shall serve at the pleasure of, the
Board of Directors. A majority of the members of the
Committee shall constitute a quorum, and the acts of a
majority of the members of the Committee present at any
meeting at which a quorum is present, and any acts approved
in writing by all of the members without a meeting, shall be
the acts of the Committee. If the Board of Directors does
not establish a Committee to administer the Plan, all
references herein to the Committee shall be deemed to be
references to the Board of Directors; and references in the
Plan to determinations or actions of the Committee shall be
deemed to include determinations and actions by the Board of
Directors as well as the Committee.
Subject to the express provisions of the Plan, the
Committee shall have the authority, in its discretion, to
determine the individuals to receive options, the times when
they shall receive them, the number of shares to be subject
to each option (except that no grants of options may be made
"in tandem", i.e., where an exercise of one option, in whole
or in part, automatically results in the lapse of
termination of another option, in whole or in part), whether
and to what extent options shall be designated Incentive
Stock Options or Non-Qualified Stock Options, the amount of
any required federal income tax or other withholding amount,
the term of each option, the date each option shall become
exercisable, whether an option shall be exercisable in
whole, in part or in installments, and if in installments,
the number of shares subject to each installment, the date
each installment shall become exercisable and the term of
each installment, to accelerate the date of exercise of any
installment, to modify the terms of any option that has been
granted, to make any adjustments necessary or desirable as a
result of the granting of options to eligible individuals
located outside the United States, to determine the terms
and conditions of each option and to prescribe the form of
the agreements evidencing options made under the Plan. The
Committee is authorized to interpret the Plan and the
options granted under the Plan and the agreements evidencing
such options, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other
determinations which it deems necessary or desirable for the
administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency
in the Plan or in any option or any agreement evidencing an
option in the manner and to the extent the Committee deems
necessary or desirable to carry it into effect. Any decision
of the Committee in the interpretation and administration of
the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and
binding on all parties concerned. The Committee may act only
by a majority of its members in office, except that the
members thereof may authorize any one or more of their
members or any officer of the Company to execute and deliver
documents or to take any other action on behalf of the
Committee with respect to options granted or to be granted
to Plan participants. No member of the Committee and no
officer of the Company shall be liable for anything done or
omitted to be done by him, by any other member of the
Committee or by any officer of the Company in connection
with the performance of duties under the Plan, except for
his own willful misconduct or as expressly provided by
statute.
Notwithstanding anything in the Plan to the contrary,
without the prior approval of the Company's shareholders,
options granted under the Plan may not be repriced by
lowering the exercise price thereof, or by cancellation of
outstanding options with subsequent replacement, or regrant
of options with lower exercise prices.
4. Eligibility. The Committee may, consistent with the
purposes of the Plan, grant options from time to time within
ten (10) years from the date of adoption of the Plan by the
Board of Directors of the Company, to (i) key employees,
including officers and directors who are employees, of the
Company or any of its present or future subsidiary
corporations ("Subsidiaries"), (ii) directors of the Company
who are not employees of the Company or any of its
Subsidiaries and (iii) consultants rendering services to the
Company or any of its Subsidiaries, covering such number of
shares of Common Stock as the Committee may determine and
subject to such terms and conditions as the Committee shall
from time to time determine in its sole discretion, subject
to the terms and provisions of the Plan. The aggregate fair
market value (determined at the time the stock option is
granted) of the shares with respect to which Incentive Stock
Options may be granted under this Plan and any other
incentive stock options satisfying the requirements of
Section 422 of the Code granted under any other plan of the
company or any of its subsidiaries (as defined in Section
424(f) of the Code) or of its parent (as defined in Section
424(e) of the Code) which are exercisable for the first time
by any particular optionee during any calendar year shall
not exceed $100,000. In addition, no Incentive Stock Option
may be granted under the Plan if such grant, together with
any other applicable grant of Incentive Stock Options under
the Plan and any other incentive stock options satisfying
the requirements of the Code granted under any other plan of
the Company or any of its subsidiaries (as defined in
Section 424(f) of the Code) or of its parent (as defined in
Section 424(e) of the Code), would exceed any other
applicable maximum established under the Code for incentive
stock options. Individuals, including those who have been
granted options under the Company's 1964 and 1968 Qualified
Stock Option Plans, 1974 Amended Stock Option Plan, 1982
Amended and Restated Stock Option Plan and 1992 Stock Option
Plan, as amended, may receive more than one option under the
Plan. If an option granted under the Plan exceeds the
foregoing limitations, such option shall be deemed a Non-
Qualified Stock option to the extent it exceeds such
limitations. Commencing in the Company's fiscal year ending
March 2, 2003, no Participant may, in any such fiscal year,
receive Options relating to Shares which in the aggregate
exceed the greater of (i) 50% of the total number of Shares
granted pursuant to the Plan in any such year or (ii)
100,000 Shares.
5. Option Price. The purchase price of the Common Stock
under each option shall be determined by the Committee, but
shall in no event be less than the fair market value of the
Common Stock at the time of grant; provided, however, that
if at the time an Incentive Stock Option is granted, the
individual owns stock possessing more than 10% of the total
combined voting power of all classes of the capital stock of
the Company, of its present and future subsidiaries (as
defined in Section 424(f) of the Code) or of a parent (as
defined in Section 424(e) of the Code), the purchase price
shall not be less than 110% of the fair market value of the
Common Stock at the time of grant. Such fair market value
shall be taken by the Committee as the reported closing
price of the Common Stock on the New York Stock Exchange
(or, if the Common Stock is not then listed on the New York
Stock Exchange, on such other securities exchange on which
the Common Stock may then be listed), on the date preceding
the date the option is granted, or if there is no sale of
the Common Stock on that date, then on the last previous day
on which such sale was reported, provided that, if the
foregoing clause is inapplicable, fair market value shall be
determined by the Committee and provided that, with respect
to Incentive Stock Options, if such method is inconsistent
with any regulations applicable to such options adopted by
the Treasury Department, then the fair market value shall be
determined by the Committee consistent with such
regulations. For the purposes of this Plan, an individual
shall be deemed to own shares which he may purchase under
outstanding options and shares attributed to him under
Section 424(d) of the Code or any comparable provision
thereafter enacted.
6. Term of Option. The term of each Incentive Stock
Option granted pursuant to the Plan shall be for a period
not exceeding ten (10) years from the date of granting
thereof; provided, however, that if, at the time an
Incentive Stock Option is granted, the individual to whom
such option is granted owns stock possessing more than 10%
of the total combined voting power of all classes of the
capital stock of the Company, of any of its present or
future subsidiaries (as defined in Section 424(f) of the
Code) or of a parent (as defined in Section 424(e) of the
Code), the term of the Incentive Stock Option granted to
such individual shall be for a period not exceeding five (5)
years from the date of grant thereof. The term of each Non-
Qualified Stock Option granted pursuant to the Plan shall be
for a period not exceeding ten (10) years and one (1) month
from the date of grant thereof. Options shall be subject to
earlier termination as hereinafter provided.
7. Exercise or Surrender of Option. (a) General. An
option (or any part or installment thereof) shall be
exercised by giving written notice to the Company at its
principal office (at the time of adoption of this Plan,
located at 5 Dakota Drive, Lake Success, New York 11042),
identifying the option being exercised, specifying the
number of shares as to which such option is being exercised
and accompanied by payment in full of the aggregate purchase
price therefor either (i) in cash (including check, bank
draft or money order, or wire or other transfer of funds, or
advice of credit to the Company) or (ii) at the discretion
of the Committee, in shares of Common Stock with a fair
market value equal to the purchase price or a combination of
cash and shares of Common Stock which in the aggregate are
equal in value to such purchase price, plus any required
federal income tax or other withholding amount. Certificates
representing the shares purchased shall be issued as
promptly as practicable thereafter, and, at the discretion
of the Committee, such certificates may be issued in the
name of the optionee and another person jointly with the
right of survivorship. The holder of an option shall not
have the right of a shareholder with respect to the shares
covered by his option until the date of issuance of a stock
certificate to him or her for such shares. In no case may a
fraction of a share be purchased or issued under the Plan.
(b) Surrender. (1) General Rule. The Committee acting
in its absolute discretion may incorporate a provision in
the terms of an option to allow a holder of an option
granted under this Plan to surrender his or her option in
whole or in part in lieu of the exercise in whole or in part
of that option on any date that:
(a) the fair market value of the Common Stock subject
to such option (determined in accordance with
Paragraph 5) exceeds the option price (determined
pursuant to Paragraph 5) for such Common Stock; and
(b) the option to purchase such Common Stock is
otherwise exercisable.
(2) Procedure. The surrender of an option in whole or
in part shall be effected by the delivery of the Stock
Option Contract provided for in Paragraph 10 to the
Committee or to its delegate together with a statement
signed by the holder of an option granted under this Plan
which specifies the number of shares of Common Stock as to
which the holder of an option granted under this Plan
surrenders his or her option and how he or she desires
payment be made for such Common Shares surrendered in
accordance with this Paragraph.
(3) Payment. In exchange for his or her option
surrendered in accordance with this Paragraph a holder of an
option granted under this Plan shall receive a payment in
cash or in Common Stock, or in a combination of cash and
Common Stock, equal in amount on the date such surrender is
effected to the excess of the fair market value determined
in accordance with Paragraph 5 of the Shares surrendered in
accordance with this Paragraph on such date over the option
price determined pursuant to Paragraph 5 for the Shares
surrendered in accordance with this Paragraph (reduced by
any applicable federal income tax or other withholding
amount). The Committee acting in its absolute discretion
may approve or disapprove the request for payment by the
holder of an option granted under this Plan in whole or in
part in cash and may cause such payment to be made in cash
or in such combination of cash and Common Stock as the
Committee deems appropriate. A request for payment only in
Common Stock shall be approved and made in Common Stock to
the extent payment can be made in whole shares of Common
Stock and, at the Committee's discretion, in cash in lieu of
any fractional share of Common Stock.
8. Termination of Employment. Unless otherwise
provided in connection with the grant of any particular
option or in the applicable Stock Option Contract, upon the
termination of employment or service as a director or
consultant of any optionee all options held by such optionee
that have not previously become exercisable shall terminate
on the date of such termination. Unless otherwise provided
in connection with the grant of any particular option or in
the applicable Stock Option Contact, any option holder whose
employment or whose service as a director or consultant has
terminated for any reason other than death may exercise his
option, to the extent exercisable upon the effective date of
such termination, at any time within three (3) months after
the date of termination, but in no event after the
expiration of the term of the option, provided, however,
that if his employment or service as a director or
consultant shall be terminated either (i) for Cause (as
defined below), or (ii) without the consent of the Company,
said option shall (to the extent not previously exercised)
terminate immediately. Options granted under the Plan shall
not be affected by any change of employment so long as the
holder continues to be an employee of the Company or of any
of the Subsidiaries or of a corporation or its parent or
subsidiary issuing or assuming a stock option in a
transaction to which Section 424(a) of the Code applies.
Notwithstanding the foregoing, any holder of an option whose
employment or service as a director or consultant has
terminated by reason of disability (as defined in Section
22(e)(3) of the Code) may exercise his option to the extent
exercisable upon the effective date of such termination, at
any time within one (1) year after the date of termination,
but in no event after the expiration of the term of the
option. In connection with the termination of employment or
service as a director or consultant of any particular holder
of an option, the Committee may, in its discretion,
determine to permit a longer period than that specified in
this Paragraph or the applicable Stock Option Contract for
the exercise of all or any part of such option after such
termination or to permit such option to be exercisable in
whole or in part with respect to the shares as to which such
option would not otherwise be exercisable at the time of
such termination.
For the purpose of the Plan, an employment relationship
shall be deemed to exist between an individual and a
corporation if, at the time of the determination, the
individual was an employee of such corporation for purposes
of Section 422(a) of the Code. As a result, an individual on
military leave, sick leave or other bona fide leave of
absence shall continue to be considered an employee for
purposes of the Plan during such leave if the period of the
leave does not exceed 90 days, or, if longer, so long as the
individual's right to re-employment with the Company or any
of its subsidiaries is guaranteed either by statute or by
contract. If the period of leave exceeds 90 days and the
individual's right to re-employment is not guaranteed by
statute or by contract, the employment relationship shall be
deemed to have terminated on the 91st day of such leave.
Nothing in the Plan or in any option granted under the
Plan shall confer on any person any right to continue in the
employ or as a consultant of the Company or any of its
subsidiaries, or as a director of the Company, or interfere
in any way with any right of the Company or any of its
subsidiaries to terminate such relationship at any time for
any reason whatsoever without liability to the Company or
any of its subsidiaries.
"Cause", in connection with the termination of an
optionee, shall mean (i) "cause," as such term (or any
similar term, such as "with cause") is defined in any
employment, consulting or other applicable agreement for
services between the Company or any of its subsidiaries and
such optionee, or (ii) in the absence of such an agreement,
"cause," as such term is defined in the Contract executed by
the Company and such optionee pursuant to Paragraph 10, or
(iii) in the absence of both of the foregoing, (A)
indictment of such optionee for any illegal conduct, (B)
failure of such optionee to adequately perform any of the
optionee's duties and responsibilities in any capacity held
with the Company or any of its subsidiaries (other than any
such failure resulting solely from such optionee's physical
or mental incapacity), (C) the commission of any act or
failure to act by such optionee that involves moral
turpitude, dishonesty, theft, destruction of property,
fraud, embezzlement or unethical business conduct, or that
is otherwise injurious to the Company or any of its
subsidiaries or any other affiliate of the Company (or its
or their respective employees), whether financially or
otherwise, (D) any violation by such optionee of any Company
rule or policy, or (E) any violation by such optionee of the
requirements of such Contract, any other contract or
agreement between the Company or any of its subsidiaries and
such optionee or the Plan (as in effect from time to time);
in each case, with respect to subsections (A) through (E),
as determined by the Board of Directors or the Committee.
9. Death of an Employee. If an option holder dies
while he is employed by the Company or any of the
Subsidiaries or serving as a director or consultant of the
Company, or within three months after termination of his
employment or service as a director or consultant (unless
such termination was either (i) for cause, or (ii) without
the consent of the Company), unless otherwise provided in
connection with the grant of such option or in the
applicable Stock Option Contract, the option may be
exercised, to the extent exercisable on the date of his or
her death, by his or her executor, administrator or other
person at the time entitled by law to his rights under the
option, at any time within six (6) months after death, but
in no event after the expiration of the term of the option.
In connection with the death of any particular holder of an
option, the Committee may, in its discretion, determine to
permit a longer period than that specified in this Paragraph
or the applicable Stock Option Contract for the exercise of
such option after such death or to permit such option to be
exercisable in whole or in part with respect to the shares
as to which option would not otherwise be exercisable at the
time of such death.
10. Stock Option Contracts. Each option shall be
evidenced by an appropriate Stock Option Contract which
shall provide, among other things, (a) that the individual
agrees that he or she will remain in the employ of the
Company or the Subsidiaries or as a director or consultant
of the Company, at the election of the Company, for a period
of at least (i) one (1) year from the date the option is
granted to him or her, or (ii) such later date to which he
or she is then contractually obligated to remain in the
employ of the Company, (b) that in the event of the exercise
of such option, unless the shares received upon exercise
shall have been registered pursuant to an effective
registration statement under the Securities Act of 1933, as
amended, the individual acknowledges that such shares may be
"restricted securities" as defined in Rule 144 under such
Act and agrees that such shares may not be sold except in
compliance with applicable provisions of such Act, and (c)
that in the event of any disposition of the shares of Common
Stock acquired upon the exercise of an Incentive Stock
Option within two (2) years from the date of grant of the
option or one (1) year from the date of issuance of such
shares to him or her, the individual will notify the Company
thereof in writing within thirty (30) days after such
disposition and will pay to the Company an amount necessary
to satisfy any obligations the Company may have to withhold
any taxes by reason of such disqualifying disposition.
Nothing in the Plan or in any Stock Option Contract entered
into pursuant hereto shall confer upon any individual any
right to continue in the employ of the Company or the
Subsidiaries or as a director or consultant of the Company,
or interfere in any way with the right of the Company or the
Subsidiaries (subject to the terms of any written employment
contract) to terminate his or her employment or service as a
director or consultant at any time without liability to the
Company or the Subsidiaries.
11. Adjustments Upon Changes in Common Stock; Certain
Other Changes. (a) Notwithstanding any other provision of
the Plan, in the event of any stock dividend,
recapitalization, merger, consolidation, split-up,
combination or exchange of shares or the like, the aggregate
number and kind of shares or other property available under
the Plan, the aggregate number and kind of shares or other
property subject to each outstanding option and the option
prices provided therein shall be appropriately adjusted by
the Board of Directors, whose determination shall be
conclusive.
(b) Unless the applicable Stock Option Contract
provides otherwise, in the event of a Change of Control any
outstanding options shall become fully exercisable. For
purposes of the foregoing, Change of Control shall mean: (i)
any Person (as defined in Section 3(a)(9) of the Exchange
Act, but excluding (1) the Company, (2) a trustee or other
fiduciary holding securities under an employee benefit plan
of the Company, (3) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(4) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company) is
or becomes the "Beneficial Owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company) representing 30% or more of the
Company's then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a Non-
control Merger (as defined in clause (iii) below); or (ii)
the following individuals cease for any reason to constitute
a majority of the number of directors then serving:
individuals who, on the effective date of this Plan,
constitute the Board of Directors of the Company and any new
director (other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to, a consent
solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board of
Directors or nomination for election by the Company's
stockholders was approved or recommended by a vote of at
least two-thirds of the directors then still in office who
either were directors on the effective date of this Plan or
whose appointment, election or nomination for election was
previously so approved or recommended; or (iii) there is
consummated a merger or consolidation of the Company with
any other corporation other than a merger or consolidation
(a "Non-control Merger") immediately following which the
individuals who comprise the Board immediately prior thereto
constitute at least a majority of the Board of Directors of
the Company, the entity surviving such merger or
consolidation or any parent thereof; or (iv) the
stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or
substantially all of the Company's assets immediately
following which the individuals who comprise the Board
immediately prior thereto constitute at least a majority of
the Board of Directors of the entity to which such assets
are sold or disposed or any parent thereof.
12. Amendments and Termination of the Plan. The
Committee may, at any time, suspend or terminate the Plan or
revise or amend it in any respect whatsoever, provided,
however, that the requisite stockholder approval shall be
required if and to the extent the Committee determines that
such approval is appropriate or necessary for purposes of
satisfying Sections 162(m) or 422 of the Code or Rule 16b-3
under the Securities Exchange Act of 1934, as amended from
time to time, or other applicable law. Options may be
granted under the Plan prior to the receipt of such
stockholder approval, but each such grant shall be subject
in its entirety to such approval and no option may be
exercised, vested or otherwise satisfied prior to the
receipt of such approval. No suspension, termination,
revision or amendment of the Plan shall, without the consent
of the holder of an existing option affected thereby,
adversely affect his or her rights under such option.
13. Non-Transferability of Options. No option granted
under the Plan shall be transferable otherwise than by will
or the laws of descent and distribution, and options may be
exercised, during the lifetime of the holder thereof, only
by him or her.
14. Conditions of Exercise or Surrender. Each option
shall be subject to the requirement that, if at any time the
Committee shall determine, in its discretion, that the
listing, registration or qualification of the shares subject
to such option upon any securities exchange or under any
state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable, as
a condition of, or in connection with, the granting of such
option or the issue or purchase of shares thereunder, no
such option may be exercised in whole or in part unless such
listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions
not acceptable to the Committee.
15. Adjustments. In the event the outstanding shares of
Common Stock shall be changed into or exchanged for any
other class or series of capital stock or cash, securities
or other property pursuant to a re-capitalization,
reclassification, merger, consolidation, combination or
similar transaction ("Transaction"), then, unless otherwise
determined by the Committee, each Option shall thereafter
become exercisable for the number and/or kind of capital
stock, and/or the amount of cash, securities or other
property so distributed, into which the shares of Common
Stock subject to the Option would have been changed or
exchanged had the Option been exercised in full prior to
such Transaction, provided that, if the kind or amount of
capital stock or cash, securities or other property received
in such Transaction is not the same for each outstanding
share, then the kind or amount of capital stock or cash,
securities or other property for which the Option shall
thereafter become exercisable shall be the kind and amount
so receivable per share by a plurality of the shares of
Common Stock, and provided further that, if necessary, the
provisions of the Option shall be appropriately adjusted so
as to be applicable, as nearly as may reasonably be, to any
shares of capital stock, cash, securities or other property
thereafter issuable or deliverable upon exercise of the
Option.
16. Effective Date and Term of Plan. The Plan shall
become effective when adopted by the Board of Directors, but
the Plan (and any grants of options made prior to
shareholder approval of the Plan) shall be subject to the
requisite approval of the shareholders of the Company. In
the absence of such approval, such options shall be null and
void. Unless earlier terminated by the Committee, the right
to grant options under the Plan shall terminate on the tenth
anniversary of the date of adoption of the Plan by the Board
of Directors of the Company. Options outstanding at Plan
termination shall remain in effect according to their terms
and the provisions of the Plan.
17. Miscellaneous. (a) No Shareholder Rights. No
holder of an option granted under this Plan shall have any
rights as a shareholder of the Company as a result of the
grant of an option to him or to her under this Plan or his
or her exercise or surrender of such option pending the
actual issuance of shares of Common Stock subject to such
option to such holder.
(b) Withholding. The exercise or surrender of any
option granted under this Plan shall constitute the holder's
full and complete consent to whatever action the Committee
elects to satisfy the federal and state tax withholding
requirements, if any, which the Committee in its discretion
deems applicable to such exercise or surrender.
18. Foreign Employees. In order to facilitate the
making of any grant under this Plan, the Committee may
provide for such special terms for grants to employees or
other persons under this Plan who are foreign nationals or
who are employed by the Company or any subsidiary of the
Company outside the United States of America as the
Committee may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom.
Moreover, the Committee may approve such supplements to or
amendments, restatements or alternative versions of this
Plan as it may consider necessary or appropriate for such
purposes, without thereby affecting the terms of this Plan
as in effect for any other purpose, and the Secretary or
other appropriate officer of the Company may certify any
such document as having been approved and adopted in the
same manner as this Plan. No such special terms,
supplements, amendments or restatements, however, shall
include any provision that is inconsistent with the terms of
this Plan as then in effect unless this Plan could have been
amended to eliminate such inconsistency without further
approval by the shareholders of the Company.
May 21, 2002
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