COVER
(LOGO - UNION PACIFIC CORPORATION)
1993
STOCK OPTION AND RETENTION STOCK PLAN
of
UNION PACIFIC CORPORATION
Effective April 16, 1993 -
Amended September 30, 1993
Amended July 28, 1994
Amended April 21, 1995
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1993 STOCK OPTION AND RETENTION STOCK PLAN
OF UNION PACIFIC CORPORATION
1. PURPOSE
The purpose of the 1993 Stock Option and Retention Stock Plan
of Union Pacific Corporation is to promote and closely align the
interests of employees of Union Pacific Corporation and its
shareholders by providing stock based compensation. The Plan is
intended to strengthen Union Pacific Corporation's ability to
reward performance which enhances long term shareholder value; to
increase employee stock ownership through performance based
compensation plans; and to strengthen the company's ability to
attract and retain an outstanding employee and executive team.
2. DEFINITIONS
The following terms shall have the following meanings:
"Act" means the Securities Exchange Act of 1934, as amended.
"Approved Leave of Absence" means a leave of absence of
definite length approved by the Senior Vice President - Human
Resources of the Company, or by any other officer of the Company to
whom the Committee delegates such authority.
"Award" means an award of Retention Shares pursuant to the
Plan.
"Beneficiary" means any person or persons designated in
writing by a Participant to the Committee on a form prescribed by
it for that purpose, which designation shall be revocable at any
time by the Participant prior to his or her death, provided that,
in the absence of such a designation or the failure of the person
or persons so designated to survive the Participant, "Beneficiary"
shall mean such Participant's estate; and further provided that no
designation of Beneficiary shall be effective unless it is
received by the Company before the Participant's death.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, or
the corresponding provisions of any successor statute.
"Committee" means the Committee designated by the Board to
administer the Plan pursuant to Section 3.
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"Common Stock" means the Common Stock, par value $2.50 per
share, of the Company.
"Company" means Union Pacific Corporation, a Utah corporation,
or any successor corporation.
"Option" means each non-qualified stock option, incentive
stock option and stock appreciation right granted under the Plan.
"Optionee" means any employee of the Company or a Subsidiary
(including directors who are also such employees) who is granted an
Option under the Plan.
"Participant" means any employee of the Company or a Subsid-
iary (including directors who are also such employees) who is
granted an Award under the Plan.
"Plan" means this 1993 Stock Option and Retention Stock Plan,
as amended from time to time.
"Retention Shares" means shares of Common Stock subject to an
Award granted under the Plan.
"Restriction Period" means the period defined in Section 9(a).
"Subsidiary" means any corporation of which the Company owns
directly or indirectly at least a majority of the outstanding
shares of voting stock.
"Vesting Condition" means any condition to the vesting of
Retention Shares established by the Committee pursuant to Section
9.
3. ADMINISTRATION
The Plan shall be administered by the Committee which shall be
comprised of not less than three members of the Board, none of whom
shall be employees of the Company or any Subsidiary. The Committee
shall (i) grant Options to Optionees and make Awards of Retention
Shares to Participants, and (ii) determine the terms and conditions
of such Options and Awards of Retention Shares, all in accordance
with the provisions of the Plan. The Committee shall have full
authority to construe and interpret the Plan, to establish, amend
and rescind rules and regulations relating to the Plan, to
administer the Plan, and to take all such steps and make all such
determinations in connection with the Plan and Options and Awards
granted thereunder as it may deem necessary or advisable. The
Committee may delegate its authority under the Plan to one or more
officers or employees of the Company or a Subsidiary, provided,
however, that no delegation shall be made of authority to take an
action which is required by Rule 16b-3 promulgated under the Act to
be taken by "disinterested persons" in order that the Plan and
transactions thereunder meet the requirements of such Rule. Each
Option and grant of Retention
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Shares shall, if required by the Committee, be evidenced by an
agreement to be executed by the Company and the Optionee or
Participant, respectively, and contain provisions not inconsistent
with the Plan. All determinations of the Committee shall be by a
majority of its members and shall be evidenced by resolution,
written consent or other appropriate action, and the Committee's
determinations shall be final. Each member of the Committee, while
serving as such, shall be considered to be acting in his or her
capacity as a director of the Company.
4. ELIGIBILITY
To be eligible for selection by the Committee to participate
in the Plan an individual must be an employee of the Company or a
Subsidiary. Directors who are not full-time salaried employees
shall not be eligible. In granting Options or Awards of Retention
Shares to eligible employees, the Committee shall take into account
the duties of the respective employees, their present and potential
contributions to the success of the Company or a Subsidiary, and
such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan.
5. STOCK SUBJECT TO THE PLAN
Subject to the provisions of Section 11 hereof, the maximum
number and kind of shares as to which Options or Retention Shares
may at any time be granted under the Plan are 16 million shares of
Common Stock. No Participant may receive Options or Awards
aggregating more than 10% of the shares of Common Stock available
under the Plan. Shares of Common Stock subject to Options or
Awards under the Plan may be either authorized but unissued shares
or shares previously issued and reacquired by the Company. Upon
the expiration, termination or cancellation (in whole or in part)
of unexercised Options, shares of Common Stock subject thereto
shall again be available for option or grant as Retention Shares
under the Plan. Shares of Common Stock covered by an Option, or
portion thereof, which is surrendered upon the exercise of a stock
appreciation right, shall thereafter be unavailable for option or
grant as Retention Shares under the Plan. Upon the forfeiture (in
whole or in part) of a grant of Retention Shares, the shares of
Common Stock subject to such forfeiture shall again be available
for option or grant as Retention Shares under the Plan if no
dividends have been paid on the forfeited shares, and otherwise
shall be unavailable for such an option or grant.
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6. TERMS AND CONDITIONS OF NON-QUALIFIED OPTIONS
All non-qualified options under the Plan shall be granted
subject to the following terms and conditions:
(a) Option Price. The option price per share with respect to
each option shall be determined by the Committee but shall not be
less than 100% of the fair market value of the Common Stock on the
date the option is granted, such fair market value to be determined
in accordance with the procedures to be established by the
Committee.
(b) Duration of Options. Options shall be exercisable at
such time or times and under such conditions as set forth in the
written agreement evidencing such option, but in no event shall any
option be exercisable subsequent to the tenth anniversary of the
date on which the option is granted.
(c) Exercise of Option. Except as provided in Section 6(h),
6(i) or 8(c), the shares of Common Stock covered by an option may
not be purchased prior to the first anniversary of the date on
which the option is granted (unless the Committee shall determine
otherwise), or such longer period or periods, and subject to such
conditions, as the Committee may determine, but thereafter may be
purchased at one time or in such installments over the balance of
the option period as may be provided in the option. Any shares not
purchased on the applicable installment date may, unless the
Committee shall have determined otherwise, be purchased thereafter
at any time prior to the final expiration of the option. To the
extent that the right to purchase shares has accrued thereunder,
options may be exercised from time to time by written notice to the
Company stating the number of shares with respect to which the
option is being exercised.
(d) Payment. Shares of Common Stock purchased under options
shall, at the time of purchase, be paid for in full. All, or any
portion, of the option exercise price may, at the discretion of the
Committee, be paid by the surrender to the Company, at the time of
exercise, of shares of previously acquired Common Stock owned by
the Optionee, to the extent that such payment does not require the
surrender of a fractional share of such previously acquired Common
Stock. In addition, to the extent permitted by the Committee, the
option exercise price may be paid by authorizing the Company to
withhold Common Stock otherwise issuable on exercise of the option.
Such shares previously acquired or shares withheld to pay the
option exercise price shall be valued at fair market value on the
date the option is exercised in accordance with the procedures to
be established by the Committee. A holder of an option shall have
none of the rights of a stockholder until the shares of Common
Stock are issued to him or her. If an amount is payable by an
Optionee to the Company or a Subsidiary under applicable withhold-
ing tax laws in connection with the exercise of non-qualified
options, the Committee may, in its discretion and subject to such
rules as it may adopt, permit the Optionee to make such payment, in
whole or in part, by electing to authorize the Company to withhold
or accept shares of Common Stock having a fair market value equal
to the amount to be paid under such withholding tax laws.
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(e) Restrictions. The Committee shall determine, with
respect to each option, the nature and extent of the restrictions,
if any, to be imposed on the shares of Common Stock which may be
purchased thereunder including restrictions on the transferability
of such shares acquired through the exercise of such option.
Without limiting the generality of the foregoing, the Committee may
impose conditions restricting absolutely or conditionally the
transferability of shares acquired through the exercise of options
for such periods, and subject to such conditions, including
continued employment of the Optionee by the Company or a Subsid-
iary, as the Committee may determine.
(f) Purchase for Investment. The Committee shall have the
right to require that each Optionee or other person who shall
exercise an option under the Plan represent and agree that any
shares of Common Stock purchased pursuant to such option will be
purchased for investment and not with a view to the distribution or
resale thereof or that such shares will not be sold except in
accordance with such restrictions or limitations as may be set
forth in the written agreement granting such option.
(g) Non-Transferability of Options. During an Optionee's
lifetime, the option may be exercised only by the Optionee.
Options shall not be transferable, except for exercise by the
Optionee's legal representatives or heirs.
(h) Termination of Employment. Upon the termination of an
Optionee's employment, for any reason other than death, the option
shall be exercisable only as to those shares of Common Stock which
were then subject to the exercise of such option, provided that (I)
in the case of disability as described below, any holding period
required by Section 6(c) shall automatically be deemed to be
satisfied and (II) the Committee may determine that particular
limitations and restrictions under the Plan shall not apply, and
such option shall expire according to the following schedule
(unless the Committee shall provide for shorter periods at the time
the option is granted):
(i) Retirement. Option shall expire, unless exercised,
five (5) years after the Optionee's retirement from the
Company or any Subsidiary under the provisions of the
Company's or a Subsidiary's pension plan.
(ii) Disability. Option shall expire, unless exercised,
five (5) years after the date the Optionee is eligible to
receive disability benefits under the provisions of the
Company's or a Subsidiary's long-term disability plan.
(iii) Gross Misconduct. Option shall expire upon
receipt by the Optionee of the notice of termination if he or
she is terminated for deliberate, willful or gross misconduct
as determined by the Company.
(iv) All Other Terminations. Option shall expire,
unless exercised, three (3) months after the date of such
termination.
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(i) Death of Optionee. Upon the death of an Optionee during
his or her period of employment, the option shall be exercisable
only as to those shares of Common Stock which were subject to the
exercise of such option at the time of his or her death, provided
that (I) any holding period required by Section 6(c) shall
automatically be deemed to be satisfied and (II) the Committee may
determine that particular limitations and restrictions under the
Plan shall not apply, and such option shall expire, unless
exercised by the Optionee's legal representatives or heirs, five
(5) years after the date of death (unless the Committee shall
provide for a shorter period at the time the option is granted).
In no event, however, shall any option be exercisable pursuant to
Sections 6(h) or (i) subsequent to the tenth anniversary of the
date on which it is granted.
7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
(a) General. The Committee may also grant a stock apprecia-
tion right in connection with a non-qualified option, either at the
time of grant or by amendment. Such stock appreciation right shall
cover the same shares covered by such option (or such lesser number
of shares of Common Stock as the Committee may determine) and
shall, except for the provisions of Section 6(d) hereof, be subject
to the same terms and conditions as the related non-qualified
option.
(b) Exercise and Payment. Each stock appreciation right
shall entitle the Optionee to surrender to the Company unexercised
the related option, or any portion thereof, and to receive from the
Company in exchange therefor an amount equal to the excess of the
fair market value of one share of Common Stock over the option
price per share times the number of shares covered by the option,
or portion thereof, which is surrendered. Payment shall be made in
shares of Common Stock valued at fair market value, or in cash, or
partly in shares and partly in cash, all as shall be determined by
the Committee. The fair market value shall be the value determined
in accordance with procedures established by the Committee. Stock
appreciation rights may be exercised from time to time upon actual
receipt by the Company of written notice stating the number of
shares of Common Stock with respect to which the stock appreciation
right is being exercised, provided that if a stock appreciation
right expires unexercised, it shall be deemed exercised on the
expiration date if any amount would be payable with respect
thereto. No fractional shares shall be issued but instead cash
shall be paid for a fraction or, if the Committee should so
determine, the number of shares shall be rounded downward to the
next whole share. If an amount is payable by an Optionee to the
Company or a Subsidiary under applicable withholding tax laws in
connection with the exercise of stock appreciation rights, the
Committee may, in its discretion and subject to such rules as it
may adopt, permit the Optionee to make such payment, in whole or in
part, by electing to authorize the Company to withhold or accept
shares of Common Stock having a fair market value equal to the
amount to be paid under such withholding tax laws.
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(c) Restrictions. The obligation of the Company to satisfy
any stock appreciation right exercised by an Optionee subject to
Section 16 of the Act shall be conditioned upon the prior receipt
by the Company of an opinion of counsel to the Company that any
such satisfaction will not create an obligation on the part of such
Optionee pursuant to Section 16(b) of the Act to reimburse the
Company for any statutory profit which might be held to result from
such satisfaction.
8. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS.
(a) General. The Committee may also grant incentive stock
options as defined under section 422 of the Code. All incentive
stock options issued under the Plan shall, except for the provi-
sions of Sections 6(h) and (i) and Section 7 hereof, be subject to
the same terms and conditions as the non-qualified options granted
under the Plan. In addition, incentive stock options shall be
subject to the conditions of Sections 8(b), (c), (d) and (e).
(b) Limitation of Exercise. The aggregate fair market value
(determined as of the date the incentive stock option is granted)
of the shares of stock with respect to which incentive stock
options are exercisable for the first time by such Optionee during
any calendar year, under this Plan or any other stock option plans
adopted by the Company, its Subsidiaries or any predecessor
companies thereof, shall not exceed $100,000. If any incentive
stock options become exercisable in any year in excess of the
$100,000 limitation, options representing such excess shall become
non-qualified options exercisable pursuant to the terms of Section
6 hereof and shall not be exercisable as incentive stock options.
(c) Termination of Employment. Upon the termination of an
Optionee's employment, for any reason other than death, his or her
incentive stock option shall be exercisable only as to those shares
of Common Stock which were then subject to the exercise of such
option provided that (I) in the case of disability as described
below, any holding period required by Section 6(c) shall automati-
cally be deemed to be satisfied and (II) the Committee may
determine that particular limitations and restrictions under the
Plan shall not apply, and such option shall expire as an incentive
stock option (but shall become a non-qualified option exercisable
pursuant to the terms of Section 6 hereof less the period already
elapsed under such Section), according to the following schedule
(unless the Committee shall provide for shorter periods at the time
the incentive stock option is granted):
(i) Retirement. An incentive stock option shall expire,
unless exercised, three (3) months after the Optionee's
retirement from the Company or any Subsidiary under the
provisions of the Company's or a Subsidiary's pension plan.
(ii) Disability. In the case of an Optionee who is
disabled within the meaning of section 22(e)(3) of the Code,
an incentive stock option shall expire, unless exercised, one
(1) year after the earlier of the date the Optionee terminates
employment or the date the Optionee is eligible to receive
disability benefits under the provisions of the Company's or
a Subsidiary's long-term disability plan.
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(iii) Gross Misconduct. An incentive stock option shall
expire upon receipt by the Optionee of the notice of termina-
tion if he or she is terminated for deliberate, willful or
gross misconduct as determined by the Company.
(iv) All Other Terminations. An incentive stock option
shall expire, unless exercised, three (3) months after the
date of such termination.
(d) Death of Optionee. Upon the death of an Optionee during
his or her period of employment, the incentive stock option shall
be exercisable as an incentive stock option only as to those shares
of Common Stock which were subject to the exercise of such option
at the time of death, provided that (I) any holding period required
by Section 6(c) shall automatically be deemed to be satisfied, and
(II) the Committee may determine that particular limitations and
restrictions under the Plan shall not apply, and such option shall
expire, unless exercised by the Optionee's legal representatives or
heirs, five (5) years after the date of death (unless the Committee
shall provide for a shorter period at the time the option is
granted).
(e) Leave of Absence. A leave of absence, whether or not an
Approved Leave of Absence, shall be deemed a termination of
employment for purposes of Section 8.
In no event, however, shall any incentive stock option be exercis-
able pursuant to Sections 8(c) or (d) subsequent to the tenth
anniversary of the date on which it was granted.
9. TERMS AND CONDITIONS OF AWARDS OF RETENTION STOCK
(a) General. Retention Shares may be granted only to reward
the attainment of individual, Company or Subsidiary goals, or to
attract or retain officers or other employees of the Company or any
Subsidiary, and shall be granted subject to the attainment of
performance goals unless the Committee shall determine otherwise.
With respect to each grant of Retention Shares under the Plan, the
Committee shall determine the period or periods, including any
conditions for determining such period or periods, during which the
restrictions set forth in Section 9(b) shall apply, provided that
in no event, other than as provided in Section 9(c), shall such
restrictions terminate prior to 3 years after the date of grant
(the "Restriction Period"), and may also specify any other terms or
conditions to the right of the Participant to receive such
Retention Shares ("Vesting Conditions"). Subject to Section 9(c)
and any such Vesting Condition, a grant of Retention Shares shall
be effective for the Restriction Period and may not be revoked.
(b) Restrictions. At the time of grant of Retention Shares
to a Participant, a certificate representing the number of shares
of Common Stock granted shall be registered in the Participant's
name but shall be held by the Company for his or her account. The
Participant shall have the entire beneficial ownership interest in,
and all rights and privileges of a stockholder as to, such
Retention Shares, including the right to vote such Retention Shares
and, unless the Committee shall determine otherwise, the right to
receive dividends thereon, subject to the
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following: (i) subject to Section 9(c), the Participant shall not
be entitled to delivery of the stock certificate until the
expiration of the Restriction Period and the satisfaction of any
Vesting Conditions; (ii) none of the Retention Shares may be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed
of during the Restriction Period or prior to the satisfaction of
any Vesting Conditions; and (iii) all of the Retention Shares shall
be forfeited and all rights of the Participant to such Retention
Shares shall terminate without further obligation on the part of
the Company unless the Participant remains in the continuous
employment of the Company or a Subsidiary for the entire Restriction
Period, except as provided by Sections 9(a) and 9(c), and any
applicable Vesting Conditions have been satisfied. Any shares of
of Common Stock or other securities or property received as a result
of a transaction listed in Section 11 shall be subject to the same
restrictions as such Retention Shares unless the Committee shall determine
otherwise.
(c) Termination of Employment.
(i) Disability and Retirement. Unless the Committee
shall determine otherwise at the time of grant of Retention
Shares, if (A) a Participant ceases to be an employee of the
Company or a Subsidiary prior to the end of a Restriction
Period, by reason of disability under the provisions of the
Company's or a Subsidiary's long-term disability plan or
retirement under the provisions of the Company's or a
Subsidiary's pension plan either (i) at age 65 or (ii) prior
to age 65 at the request of the Company or a Subsidiary, and
(B) all Vesting Conditions have been satisfied, the Retention
Shares granted to such Participant shall immediately vest and
all restrictions applicable to such shares shall lapse. A
certificate for such shares shall be delivered to the Partici-
pant in accordance with the provisions of Section 9(d).
(ii) Death. Unless the Committee shall determine
otherwise at the time of grant of Retention Shares, if (A) a
Participant ceases to be an employee of the Company or a
Subsidiary prior to the end of a Restriction Period by reason
of death, and (B) all Vesting Conditions have been satisfied,
the Retention Shares granted to such Participant shall
immediately vest in his or her Beneficiary, and all restric-
tions applicable to such shares shall lapse. A certificate
for such shares shall be delivered to the Participant's
Beneficiary in accordance with the provisions of Section 9(d).
(iii) All Other Terminations. If a Participant ceases
to be an employee of the Company or a Subsidiary prior to the
end of a Restriction Period for any reason other than death,
disability or retirement as provided in Section 9(c)(i) and
(ii), the Participant shall immediately forfeit all Retention
Shares then subject to the restrictions of Section 9(b) in
accordance with the provisions thereof, except that the
Committee may, if it finds that the circumstances in the
particular case so warrant, allow a Participant whose employ-
ment has so terminated to retain any or all of the Retention
Shares then subject to the restrictions of Section 9(b) and
all restrictions applicable to such retained shares shall
lapse. A certificate for such retained shares shall be
delivered to the Participant in accordance with the provisions
of Section 9(d).
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(iv) Vesting Conditions. Unless the Committee shall
determine otherwise at the time of grant of Retention Shares,
if a Participant ceases to be an employee of the Company for
any reason prior to the satisfaction of any Vesting Condi-
tions, the Participant shall immediately forfeit all Retention
Shares then subject to the restrictions of Section 9(b) in
accordance with the provisions thereof, except that the
Committee may, if it finds that the circumstances in the
particular case so warrant, allow a Participant whose employ-
ment has so terminated to retain any or all of the Retention
Shares then subject to the restrictions of Section 9(b) and
all restrictions applicable to such retained shares shall
lapse. A certificate for such retained shares shall be
delivered to the Participant in accordance with the provisions
of Section 9(d).
(d) Payment of Retention Shares. At the end of the Restric-
tion Period and after all Vesting Conditions have been satisfied,
or at such earlier time as provided for in Section 9(c) or as the
Committee, in its sole discretion, may otherwise determine, all
restrictions applicable to the Retention Shares shall lapse, and a
stock certificate for a number of shares of Common Stock equal to
the number of Retention Shares, free of all restrictions, shall be
delivered to the Participant or his or her Beneficiary, as the case
may be. If an amount is payable by a Participant to the Company or
a Subsidiary under applicable withholding tax laws in connection
with the lapse of such restrictions, the Committee, in its sole
discretion, may permit the Participant to make such payment, in
whole or in part, by authorizing the Company to transfer to the
Company Retention Shares otherwise deliverable to the Participant
having a fair market value equal to the amount to be paid under
such withholding tax laws.
10. REGULATORY APPROVALS AND LISTING
The Company shall not be required to issue to an Optionee,
Participant or a Beneficiary, as the case may be, any certificate
for any shares of Common Stock upon exercise of an option or for
any Retention Shares granted under the Plan prior to (i) the
obtaining of any approval from any governmental agency which the
Company, in its sole discretion, shall determine to be necessary or
advisable, (ii) the admission of such shares to listing on any
stock exchange on which the Common Stock may then be listed, and
(iii) the completion of any registration or other qualification of
such shares under any state or Federal law or rulings or regula-
tions of any governmental body which the Company, in its sole
discretion, shall determine to be necessary or advisable.
11. ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION
In the event of a recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation,
rights offering, separation, spin-off, reorganization or liquida-
tion, or any other change in the corporate structure or shares of
the Company, the Board, upon recommendation of the Committee, may
make such equitable adjustments as it may deem appropriate in the
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number and kind of shares authorized by the Plan, in the option
price of outstanding Options, and in the number and kind of shares
or other securities or property subject to Options or covered by
outstanding Awards.
12. TERM OF THE PLAN
No Options or Retention Shares shall be granted pursuant to
the Plan after April 16, 2003, but grants of Options and Retention
Shares theretofore granted may extend beyond that date and the
terms and conditions of the Plan shall continue to apply thereto.
13. TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time terminate the Plan with respect to
any shares of Common Stock not at that time subject to outstanding
Options or Awards, and may from time to time alter or amend the
Plan or any part thereof (including, but without limiting the
generality of the foregoing, any amendment deemed necessary to
ensure that the Company may obtain any approval referred to in
Section 10 or to ensure that the grant of Options or Awards, the
exercise of Options or payment of Retention Shares or any other
provision or the Plan complies with Section 16(b) of the Act),
provided that no change with respect to any Options or Retention
Shares theretofore granted may be made which would impair the
rights of an Optionee or Participant without the consent of such
Optionee or Participant and, further, that without the approval of
stockholders, no alteration or amendment may be made which would
(i) increase the maximum number of shares of Common Stock subject
to the Plan as set forth in Section 5 (except by operation of
Section 11), (ii) extend the term of the Plan, (iii) change the
class of eligible persons who may receive Options or Awards of
Retention Shares under the Plan or (iv) increase the limitation set
forth in Section 5 on the maximum number of shares that any
Participant may receive under the Plan.
14. LEAVE OF ABSENCE
Unless the Committee shall determine otherwise, a leave of
absence other than an Approved Leave of Absence shall be deemed a
termination of employment for purposes of the Plan. An Approved
Leave of Absence shall not be deemed a termination of employment
for purposes of the Plan (except for purposes of Section 8), but
the period of such Leave of Absence shall not be counted toward
satisfaction of any Restriction Period or any holding period
described in Section 6(c).
15. GENERAL PROVISIONS
(a) Neither the Plan nor the grant of any Option or Award nor
any action by the Company, any Subsidiary or the Committee shall be
held or construed to confer upon any person
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any right to be continued in the employ of the Company or a Subsidiary.
The Company and each Subsidiary expressly reserve the right to
discharge, without liability but subject to his or her rights under
the Plan, any Optionee or Participant whenever in the sole
discretion of the Company or a Subsidiary, as the case may be, its
interest may so require.
(b) All questions pertaining to the construction, regulation,
validity and effect of the Plan shall be determined in accordance
with the laws of the State of Utah, without regard to conflict of
laws doctrine.
16. EFFECTIVE DATE
The Plan shall become effective upon approval of the stock-
holders of the Company.