EXHIBIT 10
1988 RESTRICTED STOCK INCENTIVE PLAN
1. Establishment of Plan
Thomas & Betts Corporation (the "Corporation") hereby adopts the
1988 Restricted Stock Incentive Plan (the "Plan") for key employees
of the Corporation and its affiliates who have been identified as
having a responsibility for the long-term growth and success of the
Corporation. (As used in this Plan the term "affiliate" means every
entity - such as a corporation, subsidiary, partnership or joint
venture -- in which the Corporation has an ownership interest of 25%
or more.)
2. Purpose
The purpose of the Plan is to promote the long-term growth and
success of the Corporation by (i) attracting and retaining key
employees possessing outstanding ability; (ii) motivating key
employees to achieve long-term growth goals; (iii) providing key
employees with an incentive compensation opportunity which is
competitive with those of other major corporations; and (iv)
furthering the identity of interests of participating key employees
with those of the Corporation's shareholders by increasing their
ownership of the Corporation's Common Stock. The Plan accomplishes
these objectives by providing for the issue of restricted Common Stock
of the Corporation in accordance with the terms and conditions set
forth below ("Restricted Stock").
3. Restricted Stock Awards Under the Plan
"Restricted Stock Awards" under the Plan are awards of shares of
Common Stock, par value $.50 per share, of the Corporation (the
"Common Stock"), which shares shall be subject to the terms,
conditions and restrictions described in the Plan and in the
instruments evidencing such awards.
There may be annually awarded under the Plan any amount up to
fifteen one-hundreds of one percent (0.15%) of the total outstanding
shares of the Corporation's Common Stock as of the first day of each
calendar year this Plan is in effect, subject to adjustment as
provided in Section 7 hereof. Shares of Common Stock so awarded may
be either authorized but unissued shares, reacquired shares, or both.
Any shares of Common Stock forfeited to the Corporation pursuant to
the terms of the Plan on or before April 1, 1993, may again be awarded
under the Plan. All shares available in any year not awarded under
the Plan shall be available for awards in subsequent years.
In the event the Corporation acquires another business entity
(whether a corporation, partnership, proprietorship or otherwise) any
and all of the Corporation's Common Stock covered by or issued as a
result of the assumption or substitution of outstanding grants of the
acquired entity, or issued as a consequence of an acquisition, shall
not be deemed to have been issued under the Plan and shall not be
subtracted from the amount of shares available for grant under the
Plan.
4. Administration of the Plan
The Plan shall be administered by a committee (the "Committee")
of at least three persons, all of whom shall be directors of the
Corporation and shall be appointed by, and serve at the pleasure of,
the Corporation's Board of Directors ("Board"). No director shall
serve as a member of the Committee if such director is eligible for
selection as a person to whom Restricted Stock Awards may be granted
under the Plan. Vacancies occurring on the Committee shall be filled
by the Board.
A majority of the Committee shall constitute a quorum thereof and
the actions of a majority of the Committee shall be the actions of the
Committee. The Committee shall report its actions to the Board.
Except as hereinafter provided, the Committee shall have full and
final authority binding upon all who have an interest in the Plan to
establish, interpret, amend and rescind appropriate rules and
regulations relating to the Plan and to take all such steps and make
all such determinations in connection with the Plan and the Restricted
Stock awarded thereunder as it may deem necessary or advisable.
The Committee shall have the power to determine (a) whether
Restricted Stock Awards are to be made, (b) the basis for making and
determining the number of Restricted Stock Awards, (c) the number of
shares of Common Stock to be covered by each Restricted Stock Award,
(d) the time or times when Restricted Stock Awards will be made, (e)
the persons to whom Restricted Stock Awards will be made, and (f) to
impose such terms, conditions and restrictions ("Restrictions") upon
the Restricted Stock Awards as it, in its discretion, deems advisable
and appropriate.
The Committee may also, in its sole discretion permit
participants to defer the time at which such participants may dispose
all or part of their Restricted Stock in accordance with such terms
and conditions as the Committee deems advisable and appropriate.
In addition, the Committee may deduct from all payments and
distributions under the Plan any taxes required to be withheld by it
under federal, state or local law. In its sole discretion, the
Committee may award any grant, in whole or in part, in cash for the
specific and limited purpose of allowing participants to satisfy any
such federal, state or local tax obligation.
All costs and expenses, direct and indirect, involved in
connection with the administration of the Plan shall be borne by the
Corporation. The Committee may employ attorneys, consultants,
accountants, or other persons. The Committee, the Corporation, and
its officers and directors shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith
shall be final and binding upon all employees who are recipients of
Restricted Stock Awards, the Corporation and all other interested
persons.
5. Participation
Restricted Stock Awards under the Plan may be granted only to key
employees of the Corporation or its affiliates who, in the judgment
of the Committee, are responsible for the long-term growth and success
of the Corporation. Restricted Stock Awards may be made to the same
person on more than one occasion.
No member of the Board who is not an employee of the Corporation
or of an affiliate of the Corporation and no member of the Committee
shall be eligible to receive a Restricted Stock Award. The Committee
shall have the authority, if it deems it appropriate, at any time to
remove any or all Restrictions it has imposed upon shares of
Restricted Stock, other than those restrictions required by law.
As a condition to any award under the Plan, each recipient of a
Restricted Stock Award shall execute a written agreement in form and
substance satisfactory to the Committee agreeing not to dispose of
Restricted Stock in contravention of the three-year or longer
limitation period on disposal or contrary to any other Restriction
imposed upon the Restricted Stock Award by the Committee pursuant to
Section 6. Certificates for shares of Common Stock delivered pursuant
to such Restricted Stock Awards shall bear an appropriate legend
evidencing such limitation on disposal and other Restrictions.
6. Terms and Conditions of Restricted Stock Awards
No shares of Restricted Stock awarded under the Plan or shares
derived therefrom (including any shares issued to the holders of
awarded shares by reason of stock dividends, stock splits,
recapitalizations, combinations, exchange of shares, reorganizations,
mergers, consolidations or any other form of recapitalization) shall
be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of during the three year or longer limitations on disposal
period placed upon such shares of Restricted Stock. The Committee
shall have the authority to place whatever additional Restrictions it
deems appropriate on the shares awarded pursuant to this Plan.
7. Adjustments
The number of shares of Common Stock of the Corporation reserved
for awards under the Plan shall be subject to adjustment by the
Committee to reflect any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination
or exchange of shares or other similar event. All determinations made
by the Committee with respect to adjustments under this Section 7
shall be conclusive and binding for all purposes of the Plan.
8. Conditions of Forfeiture
If the employment of a recipient of an award is terminated for
any reason, other than that set forth in the following paragraph,
before the shares of such award have been released from restrictions,
such shares shall be forfeited to the Corporation unless the Committee
shall determine in a particular case that such forfeiture would not
be in the best interest of the Corporation.
If the employment of a recipient of a Restricted Stock Award is
terminated for any reason by the Corporation at a time subsequent to
a Change of Control of the Corporation, the awards shall become
immediately vested and non-forfeitable. A "Change of Control" shall
mean a change of control of a nature that would be required to be
reported in response to Item 1 (a) of the Current Report on Form 8-K,
as in effect on August 15, 1987, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"); provided
that, without limitation, such a "Change of Control" shall be deemed
to have occurred if: (i) a third person, including a "group" as such
term is used in Section 13(d)(3) of the Exchange Act, becomes the
beneficial owner, directly or indirectly, of 25% or more of the
combined voting power of the Corporation's outstanding voting
securities ordinarily having the right to vote for the election of
directors of the Corporation; or (ii) individuals who, as of the date
hereof, constitute the Board of Directors of the Corporation (the
"Board" generally and as of the date hereof the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to August 15,
1987 whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to
the election of the Directors of the Corporation, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) shall be, for purposes of this Plan, considered as though such
person were a member of the Incumbent Board.
9. Compliance with Law and Other Conditions
If the shares of Common Stock that have been awarded to a
recipient pursuant to the terms of the Plan are not registered under
the Securities Act of 1933, as amended, such recipient shall be
required to represent and agree in writing (i) that any shares of
Common Stock acquired by such recipient pursuant to the Plan will not
be sold except pursuant to an effective registration statement under
the Securities Act of 1933, as amended, or pursuant to an exemption
from registration under said Act, and (ii) that such recipient is
acquiring such shares of Common Stock for his or her own account and
not with a view to the distribution thereof.
10. Amendment
The Plan may be amended at any time and from time to time by the
Board but no amendment which increases the aggregate number of shares
of Common Stock which may be awarded pursuant to the Plan or which
changes the eligibility requirements for recipients under the Plan or
which extends the period during which Restricted Stock Awards may be
granted under the Plan shall be effective unless and until the same
is approved by the shareholders of the Corporation.
11. Termination or Suspension
The Board may at any time suspend or terminate the Plan. No
Restricted Stock Awards may be granted during any suspension of the
Plan or after the Plan has terminated.
The Plan shall terminate upon the earlier of the following dates:
(a) the date of termination specified in a resolution of the
Board, or
(b) April 1, 1993.
After the Plan has terminated, the function of the Committee will
be limited to supervising the administration of Restricted Stock
Awards previously granted.
12. Miscellaneous Provisions
(a) Nothing in the Plan shall be construed to give any employee of
the Corporation or of its affiliates any right to receive a
Restricted Stock Award under the Plan.
(b) Any shares of Common Stock of the Corporation received by a
recipient as a stock dividend, or as a result of stock splits,
recapitalizations, combinations, exchanges of shares,
reorganizations, mergers, consolidations or otherwise which are
derived directly or indirectly from shares of Common Stock
received pursuant to a Restricted Stock Award shall have the
same status, be subject to the same agreements, and shall bear
the same legend as the shares received pursuant to the
Restricted Stock Award.
(c) Nothing in the Plan or in the instrument evidencing the grant of
Restricted Stock Award shall in any manner be construed to limit
in any way the right of the Corporation or of a subsidiary to
terminate an employee's employment at any time, nor is anything
contained in this Plan or in the instrument evidencing the grant
of the Restricted Stock Award to be construed as giving the
recipient the right to continued employment.
(d) No Restricted Stock Award shall be subject to alienation, sale,
assignment, pledge, encumbrance or charge and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge
the same shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to the debts, contracts,
liabilities or torts of the person entitled to such benefit.
(e) No amendment, suspension or termination of the Plan shall impair
the rights of any recipient, without his or her consent, in any
Restricted Stock previously awarded pursuant to the Plan.
(f) This Plan and all actions taken under it shall be governed as to
construction and administration by the laws of the State of New
Jersey.
(g) The adoption of this Plan will not affect any other
compensation, incentive plan, or other benefit in effect for any
employee of the Corporation or of any affiliate.
13. Shareholder Approval
The Plan shall become effective upon approval thereof by the
holders
of a majority of the shares of Common Stock of the Corporation voted
at a meeting of shareholders.
THOMAS & BETTS CORPORATION
1993 MANAGEMENT STOCK OWNERSHIP PLAN
1. Purpose
The purpose of the Thomas & Betts Corporation 1993 Management Stock
Ownership Plan (the "Plan") is to promote the long-term success of
Thomas & Betts Corporation (the "Corporation") by providing its
officers and selected employees with incentives for continued service
with the Corporation, its subsidiaries and affiliates. Both by
encouraging such officers and employees to become owners of the
capital stock of the Corporation through stock options and by
providing actual ownership through share awards, the Plan promotes
participants' identification with the Corporation's shareholders. The
Corporation believes the Plan will assist in attracting and retaining
in its employ outstanding people with the training, experience and
ability to lead the Corporation.
2. Term
The Plan shall be effective as of May 5, 1993 and shall remain in
effect until terminated by the Corporation's Board of Directors (the
"Board"). After termination of the Plan, no future awards may be
granted, but previously granted awards shall remain outstanding in
accordance with their applicable terms and conditions and the terms
and conditions of the Plan.
3. Plan Administration
A committee appointed by the Board (the "Committee") shall be
responsible for administering the Plan. The Committee shall be
comprised of three or more members of the Board who qualify under Rule
16b-3 of the Securities and Exchange Act of 1934 (the "1934 Act"), or
any successor rule, to administer this Plan. The Committee shall have
full and exclusive power to interpret the Plan and to adopt such
rules, regulation and guidelines for carrying out the Plan as it may
deem necessary or proper, all of which power shall be exercised in the
best interests of the Corporation and in keeping with the objectives
of the Plan. These powers include, but are not limited to, selecting
award recipients, establishing terms and conditions of awards, and
adopting modifications, amendments, procedures, sub-plans and the like
as are necessary to comply with the laws and regulations of other
countries in which the Corporation operates in order to assure the
viability of awards granted under the Plan to participants employed
in such other countries. Except for the power to amend this Plan as
provided in Section 13, the Committee may delegate to the Chief
Executive Officer and/or to other senior officers of the Corporation
its duties under the Plan pursuant to such conditions or limitations
as the Committee may establish, except that only the Committee may
make any awards to or determinations regarding grants to employees who
are subject to Section 16 of the 1934 Act.
4. Eligibility
Any employee of the Corporation, including any entity that is directly
or indirectly controlled by the Corporation or any entity in which the
Corporation has a significant equity interest, as determined by the
Committee, shall be eligible to receive one or more awards under the
Plan.
5. Shares of Common Stock Subject to the Plan
a) For each calendar year, up to one and one-quarter percent (1
1/4%) of the issued and outstanding common stock of the
Corporation, par value $.50 per share, (the "Common Stock") as
of the first day of such year shall be available for issuance as
grants or awards under the Plan. In addition, the aggregate
number of (a) any shares of Common Stock which as of the
effective date of the Plan are reserved for issuance under the
1990 Stock Option Plan (the "Prior Plan") and which are not
thereafter issued; (b) any shares available for issuance under
this Plan in previous years but not actually issued; and (c) any
shares which have been exchanged by a participant as full or
partial payment to the Corporation in connection with any award
under this Plan, shall be available for issuance under this
Plan.
b) In no event, however, except as subject to adjustment as
provided in Section 6, shall more than 1,500,000 (one million,
five hundred thousand) shares of Common Stock be cumulatively
available for issuance pursuant to the exercise of incentive
stock options awarded under the Plan.
c) Each share awarded pursuant to Section 7(c) will be counted as
two shares for purposes of determining the number of shares
available for issuance as grants or awards in any calendar year.
d) In instances where a stock appreciation right ("SAR") or other
award is settled in cash or any form other than shares, then the
shares covered by these settlements shall not be deemed issued
and shall remain available for issuance under the Plan.
Further, the payment of cash dividends and dividend equivalents
in conjunction with outstanding awards shall not be counted
against the shares available for issuance. Any shares that are
issued by the Corporation, and any awards that are granted by,
or become obligations of, the Corporation through the assumption
by the Corporation or an affiliate of, or in substitution for,
outstanding awards previously granted by an acquired company
shall not, except in the case of awards granted to employees who
are subject to Section 16 of the 1934 Act, be counted against
the shares available for issuance under the Plan.
e) Any shares issued under the Plan may consist in whole or in part
of authorized and unissued shares or of treasury shares, and no
fractional shares shall be issued under the Plan. Cash may be
paid in lieu of any fractional shares in settlements of awards
under the Plan.
6. Adjustments and Reorganizations
In the event of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, spin-off or other
distribution (other than normal cash dividends) of Corporation assets
to shareholders, or any other change affecting shares, such
proportionate adjustments, if any, as the Committee in its discretion
may deem appropriate to reflect such change shall be made with respect
to (i) the aggregate number of shares that may be issued under the
Plan; (ii) each outstanding award made under the Plan; and (iii) the
price per share for any outstanding stock options, SARs and stock
awards under the Plan.
In the event that the Corporation undergoes a change of control (as
defined below), or is not the surviving company in a merger,
consolidation or amalgamation with another company, or in the event
of a liquidation or reorganization of the Corporation, and in the
absence of the surviving corporation's assumption of outstanding
awards made under this Plan, the Committee, as constituted before such
change of control, in its sole discretion, may provide for appropriate
adjustments and settlements of such awards either at the time of award
or at a subsequent date.
For purposes of this Plan, a "change of control" of the Corporation
shall mean a change of control of a nature that would be required to
be reported in response to Item 1(a) of the Current Report on Form 8-
K, as in effect on the date hereof, pursuant to Section 13 or 15(d)
of the 1934 Act; provided that, without limitation, such a "change of
control" shall be deemed to have occurred if: (i) a third person,
including a "group" as such term is used in Section 13(d)(3) of the
1934 Act, becomes the beneficial owner, directly or indirectly, of 25%
or more of the combined voting power of the Corporation's outstanding
voting securities ordinarily having the right to vote for the election
of directors of the Corporation; or (ii) individuals who, as of the
date hereof, constitute the Board of Directors of the Corporation (the
"Board" generally and as of the date hereof the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to
the election of the directors of the Corporation, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act)
shall be, for purposes of this Plan, considered as though such person
were a member of the Incumbent Board.
7. Awards
The Committee shall determine the type or types of award(s) to be
granted to each participant. Awards may be granted singly, in
combination or in tandem. Awards may also be made in combination or
in tandem with, in replacement of, as alternatives, or in payment for
grants or rights under any other employee or compensation plan of the
Corporation, including the plan of any acquired entity.
(a) Stock Option -- This is an award consisting of a right to
purchase a specified number of shares of Common Stock during a
specified period as determined by the Committee. The purchase
price of each option shall be not less than 100% of Fair Market
Value on the date of grant, except that, in the case of a stock
option granted retroactively in tandem with or in substitution
for another award, the exercise or designated price may be no
lower than the Fair Market Value on the date such other award
was granted. A stock option may be in the form of an ISO which,
in addition to being subject to applicable terms, conditions,
and limitations established by the Committee, complies with
Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). The price at which shares of Common Stock may be
purchased under a stock option shall be paid in full at the time
of the exercise in cash or such other method as provided by the
Committee at the time of grant, including tendering Common
Stock, surrendering a stock award valued at Fair Market Value on
the date of surrender, surrendering a cash award, or any
combination thereof. If the option price is paid by tendering
Common Stock acquired under an ISO, such Common Stock shall have
been owned by the optionee for at least one year prior to such
payment. The Committee may grant stock options that provide for
the award of a new option when the exercise price has been paid
by tendering shares of Common Stock, such new option to be for
the number of shares tendered, with the exercise price set at
the Fair Market Value on the date of option exercise.
(b) Stock Appreciation Right -- This is an award consisting of a
right to receive a payment in cash and/or Common Stock equal to
the excess of the Fair Market Value of a specified number of
shares of Common Stock on the date the SAR is exercised over the
Fair Market Value of such shares on the date of grant as set
forth in the applicable award agreement except that, in the case
of an SAR granted retroactively in tandem with or in
substitution for another award, the exercise or designated price
may be no lower than the Fair Market Value of the Common Stock
on the date such other award was granted.
(c) Stock Award -- This is an award made in stock or denominated in
units of stock. All or part of any stock award may be subject
to conditions and restrictions established by the Committee and
set forth in the award agreement, which may include, but are not
limited to, continuous service with the Corporation, achievement
of specific business objectives, and other measurements of
individual, business unit or Corporation performance.
8. Dividends and Dividend Equivalents
The Committee may provide that awards under the Plan earn dividends
or dividend equivalents. Such dividends or dividend equivalents may
be paid currently or may be credited to a participant's account. Any
crediting of dividends or dividend equivalents shall be subject to
such restrictions and conditions as the Committee may establish,
including reinvestment in additional shares or share equivalents.
9. Deferrals and Settlements
Payment of awards may be in the form of cash, stock, other awards, or
in combinations thereof as the Committee shall determine, and with
such restrictions as it may impose. The Committee may require, or
permit participants to elect, that the issuance of shares or the
settlement of cash awards be deferred under such rules and procedures
as it may establish. It may also provide that deferred settlements
include the payment or crediting of interest on the deferred amounts
or the payment or crediting of dividend equivalents on deferred
settlements denominated in shares.
10. Fair Market Value
"Fair Market Value" for all purposes under the Plan shall mean the
average of the high and low prices of Common Stock as reported on the
composite tape for securities listed on the New York Stock Exchange
for the date in question, or if no sales of Common Stock were made on
said Exchange on that date, the average of the high and low prices of
Common Stock as reported on said composite tape for the preceding day
on which sales of Common Stock were made on said Exchange.
11. Transferability and Exercisability
All awards under the Plan shall be nontransferable and shall not be
assignable, alienable, saleable or otherwise transferable by the
participant other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order (as
defined by the Code), unless otherwise determined by the Committee.
12. Award Agreements
Awards under the Plan shall be evidenced by agreements that set forth
the terms, conditions and limitations for each award which may include
the term of an award (except that in no event shall the term of any
ISO exceed a period of ten years from the date of its grant), the
provisions applicable in the event the participant's employment
terminates, and the Corporation's authority to unilaterally or
bilaterally amend, modify, suspend, cancel or rescind any award. The
Committee need not require the execution of any such agreement by the
recipient, in which case the delivery of the award to the respective
participant will constitute the participant's acceptance and agreement
to the terms of the award.
13. Plan Amendment
The Committee may amend the Plan as it deems necessary or appropriate
to better achieve the purpose of the Plan, except that no such
amendment shall be made without the approval of the Corporation's
shareholders that would increase the number of shares available for
issuance in accordance with Sections 5 and 6 of the Plan or otherwise
cause the Plan not to comply with Rule 16b-3 or any successor rule
under the 1934 Act, or any other legal requirement.
14. Tax Withholding
The Corporation shall have the right to deduct from any settlement of
an award made under the Plan, including the delivery or vesting of
shares, a sufficient amount to cover withholding of any federal, state
or local taxes required by law, or to take such other action as may
be necessary to satisfy any such withholding obligations. The
Committee may permit a recipient of an award to tender shares of
Common Stock to the Corporation to be used to satisfy required tax
withholding, and such Common Stock shall be valued at the Fair Market
Value as of the settlement date of the applicable award.
15. Other Corporation Benefit and Compensation Programs
Unless otherwise specifically determined by the Committee, settlements
of awards received by participants under the Plan shall not be deemed
a part of a participant's regular, recurring compensation for purposes
of calculating payments or benefits from any Corporation benefit plan
or severance program or the severance pay law of any country.
Further, the Corporation may adopt other compensation programs, plans
or arrangements as it deems appropriate or necessary.
16. Unfunded Plan
Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or
a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Corporation and any participant or other
person. To the extent any person holds any rights by virtue of a
grant awarded under the Plan, such right (unless otherwise determined
by the Committee) shall be no greater than the right of an unsecured
general creditor of the Corporation.
17. Future Rights
No person shall have any claim or rights to be granted an award under
the Plan, and no participant shall have any rights under the Plan to
be retained in the employ of the Corporation.
18. Governing Law
The validity, construction and effect of the Plan and any actions
taken or relating to the Plan shall be determined in accordance with
the laws of the State of New Jersey and applicable federal law.
19. Successors and Assigns
The Plan shall be binding on all successors and assigns of a
participant, including, without limitation, the estate of such
participant and the executor, administrator or trustee of such estate,
or any receiver or trustee in bankruptcy or representative of the
participant's creditors.
20. Rights as a Shareholder
Except as otherwise provided in the award agreement, a participant
shall have no rights as a shareholder until he or she becomes the
holder of record.