Exhibit (10)(iii)(e)
As amended and restated
effective 12/23/96
THE HARTFORD STEAM BOILER INSPECTION
AND INSURANCE COMPANY
1995 STOCK OPTION PLAN
ARTICLE I - PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose of Plan
The purpose of the 1995 Stock Option Plan is to attract and retain
persons of ability as employees of the Company and its Subsidiaries and
to motivate such employees to exert their best efforts to contribute to
the long-term growth of the Company by encouraging ownership in the
Company. The Plan is further designed to promote a closer identity of
interest between key employees and the Company's shareholders.
1.2 Definitions
(a) "Appreciation" shall mean the excess of the Fair Market Value of
a share over the specified option price per share multiplied by
the number of shares subject to the option or portion thereof
which is surrendered.
(b) "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.
(c) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.
(d) "Beneficiary" shall mean the legal representative of the estate
of a deceased Optionee or the person or persons who shall acquire
the right to exercise an option or Stock Appreciation Right by
bequest or inheritance or by reason of the death of the Optionee.
In the case where a Participant's right to shares of Restricted
Stock vest as provided in Section 2.5(d) on or prior to the
Participant's date of death, the term "Beneficiary" shall also
mean the legal representative of the estate of the Participant or
the person or persons who shall acquire the right to such vested
shares of Stock by bequest or inheritance or by reason of the
death of such Participant.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Change in Control" shall be deemed to have occurred if the
events set forth in any one of the following paragraphs shall
have occurred:
(I) any Person is or becomes the Beneficial Owner, 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 or its
affiliates) representing 25% or more of the combined voting
power of the Company's then outstanding securities,
excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (i) of
paragraph (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 December 23, 1996, constitute
the Board 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 or nomination for election by the Company's
shareholders was approved or recommended by a vote of at
least two-thirds (2/3) of the directors then still in office
who either were directors on December 23, 1996 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 or any direct or indirect subsidiary of the Company
with any other corporation, other than (i) a merger or
consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity or any parent thereof), in combination
with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any subsidiary of the Company, at least 60% of the combined
voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (ii) a
merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no Person is or becomes the Beneficial Owner, 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 or its
Affiliates) representing 25% or more of the combined voting
power of the Company's then outstanding securities; or
(IV) the shareholders 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 to an
entity, at least 60% of the combined voting power of the
voting securities of which are owned by shareholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately
following which the record holders of the common stock of the
Company immediately prior to such transaction or series of
transactions continue to have substantially the same
proportionate ownership in an entity which owns all or
substantially all of the assets of the Company immediately
following such transaction or series of transactions.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(h) "Committee" shall mean the Human Resources Committee of the Board
or any future committee of the Board performing similar
functions.
(i) "Company" shall mean The Hartford Steam Boiler Inspection and
Insurance Company and, except in determining under Section 1.2(f)
hereof whether or not any Change in Control of the Company has
occurred, shall include any successor to its business and/or
assets which assumes this Plan by operation of law, or otherwise.
(j) "Disability" shall mean any condition which would entitle an
employee of the Company or a Subsidiary to receive benefits under
the Company's Long-Term Disability Plan or any long-term
disability plan maintained by the Subsidiary.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(l) "Fair Market Value" shall mean the average of the high and low
prices per share of the Company's Stock as reported by the New
York Stock Exchange Composite Transaction Reporting System (NYSE)
on the date for which the Fair Market Value is being determined,
or if no quotations are available for the Company's Stock, for
the next preceding date for which such a quotation is available.
If shares of Company Stock are not then listed on the NYSE, Fair
Market Value shall be reasonably determined by the Committee, in
its sole discretion.
(m) "Incentive Stock Option" shall mean an option described in
Section 422 of the Code.
(n) "Nonstatutory Stock Option" shall mean an option which does not
qualify as an Incentive Stock Option under Section 422 of the
Code.
(o) "Optionee" shall mean an employee of the Company or a Subsidiary
to whom an option is granted.
(p) "Participant" shall mean an employee of the Company or a
Subsidiary to whom an option is granted or to whom Restricted
Stock is awarded.
(q) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company
or any of its subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company
or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions
as their ownership of stock of the Company.
(r) "Plan" shall mean The Hartford Steam Boiler Inspection and
Insurance Company 1995 Stock Option Plan, as amended.
(s) "Restricted Stock" shall mean one or more shares of Stock awarded
to an eligible employee under Section 2.5 of the Plan and subject
to the terms and conditions set forth in Section 2.5.
(t) "Retirement" shall mean the termination of employment under
circumstances which entitle an employee to receive retirement
benefits under the Company's Employees' Retirement Plan or any
Subsidiary's retirement plan.
(u) "Stock" shall mean the Common Stock of the Company.
(v) "Stock Appreciation Right" shall mean a right to surrender to the
Company all or any portion of an option and, as determined by the
Committee, to receive in exchange therefor cash or whole shares
of Stock (valued at current Fair Market Value) or a combination
thereof having an aggregate value equal to the excess of the
current Fair Market Value of one (1) share over the option price
of one (1) share specified in such option grant multiplied by the
number of shares subject to such option or the portion thereof
which is surrendered.
(w) "Subsidiary" shall mean any corporation of which at least 50% of
the voting stock is owned by the Company and/or one or more of
the Company's other Subsidiaries.
1.3 Administration
The Plan shall be administered by the Committee as defined herein. No
member of the Committee shall be eligible to be granted an option under
the Plan. Each member of the Committee shall be a "disinterested
director" within the meaning of Rule 16b-3 of the General Rules and
Regulations promulgated under the Exchange Act and an "outside
director" within the meaning of Section 162(m) of the Code. The
Committee shall have the responsibility of interpreting the Plan and
establishing and amending such rules and regulations necessary or
appropriate for the administration of the Plan or for the continued
qualification of any Incentive Stock Options granted hereunder. In
addition, the Committee shall have the authority to designate the
employees who shall be granted options and awarded Restricted Stock
under the Plan and the amount and nature of the options, related rights
and awards to be granted to each such employee. All interpretations of
the Plan or of any options, related rights or awards issued under it
made by the Committee shall be final and binding upon all persons
having an interest in the Plan. No member of the Committee shall be
liable for any action or determination taken or made in good faith with
respect to this Plan or any option granted hereunder.
1.4 Eligibility
Executive and middle management employees of the Company or its
Subsidiaries shall be eligible to receive grants of stock options and
awards of Restricted Stock under the Plan.
1.5 Stock Subject to the Plan
(a) The maximum number of shares which may be optioned or awarded
under the Plan shall be 850,000 shares of Stock. Preferred Stock
may be used in lieu of grants of Stock under the Plan subject to
further authorization of the Board of the Company.
Notwithstanding the foregoing, in no event shall the Committee
grant any Participant Incentive Stock Options, Nonstatutory Stock
Options, Stock Appreciation Rights or Restricted Stock in any
single calendar year for more than 100,000 shares of Stock. The
limitation on the number of shares which may be optioned or
awarded under the Plan or to an individual Participant shall be
subject to adjustment under Section 3.2 of this Plan.
(b) If any outstanding option under the Plan for any reason expires,
lapses or is terminated, the shares of the Stock which were
subject to such option shall be restored to the total number of
shares available for grant pursuant to the Plan. Shares as to
which there is a surrender in whole or in part of an option upon
the exercise of a Stock Appreciation Right shall not again be
available for grant pursuant to the Plan. Stock delivered upon
the exercise of a Stock Appreciation Right shall not be charged
against the number of shares of Stock available for the grant of
options.
(c) Upon the exercise of an option or a Stock Appreciation Right, or
payment of a Restricted Stock award, the Company may distribute
newly issued shares or shares previously repurchased on behalf of
the Company through a broker or other independent agent
designated by the Committee. Such repurchases shall be subject to
such rules and procedures as the Committee may establish
hereunder and shall be consistent with such conditions as may be
prescribed from time to time by law or by the Securities and
Exchange Commission ("SEC") in any rule or regulation or in any
exemptive order or no-action letter issued by the SEC to the
Company or the broker with respect to the making of such purchase
or otherwise.
ARTICLE II - OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED STOCK
2.1 Granting of Options
The Committee may grant Incentive Stock Options (ISOs), Nonstatutory
Stock Options or any combination thereof, provided that the aggregate
Fair Market Value (determined at the time the option is granted) of the
shares of Stock with respect to which ISOs are exercisable for the
first time by an employee during any calendar year (under this Plan and
any other option plan of the Company or its Subsidiaries) shall not
exceed $100,000. No such maximum limitation shall apply to Nonstatutory
Stock Options.
2.2 Terms and Conditions of Options
Each option granted under the Plan shall be authorized by the Committee
and shall be evidenced by an instrument delivered to the Participant,
in a form approved by the Committee, containing the following terms and
conditions and such other terms and conditions as the Committee may
deem appropriate.
(a) Option Term - Each option shall specify the term for which the
option thereunder is granted and shall provide that the option
shall expire at the end of such term. In no event shall any
option be exercisable any earlier than one year after the date
of such grant. The Committee shall have authority to grant
options exercisable in cumulative or non-cumulative
installments. No option shall be exercisable after the
expiration of ten years from the date upon which such option
is granted. Notwithstanding anything to the contrary contained
herein, in the event of a Change in Control, all outstanding
options shall immediately become exercisable.
(b) Option Price - The option price per share shall be determined
by the Committee at the time an option is granted, and shall
not be less than the Fair Market Value of one share of Stock
on the date the option is granted.
(c) Exercise of Option -
(1) Options may be exercised only by written notice to the
Company accompanied by the proper amount of payment for
the shares.
(2) The Committee may postpone any exercise of an option or
a Stock Appreciation Right or the delivery of Stock
following the lapse of certain restrictions with
respect to awards of Restricted Stock for such time as
the Committee in its discretion may deem necessary, in
order to permit the Company with reasonable diligence
(i) to effect or maintain registration of the Plan or
the shares issuable upon the exercise of the option or
the Stock Appreciation Right or the lapse of certain
restrictions respecting awards of Restricted Stock
under the Securities Act of 1933, as amended, or the
securities laws of any applicable jurisdiction, or (ii)
to determine that such shares and Plan are exempt from
such registration; the Company shall not be obligated
by virtue of any option or any provision of the Plan to
recognize the exercise of an option or the exercise of
a Stock Appreciation Right or the lapse of certain
restrictions respecting awards of Restricted Stock to
sell or issue shares in violation of said Act or of the
law of the government having jurisdiction thereof. Any
such postponement shall not extend the term of an
option; neither the Company nor its directors or
officers shall have any obligation or liability to the
Optionee of an option or Stock Appreciation Right, or
to the Optionee's Beneficiary with respect to any
shares as to which the option or Stock Appreciation
Right shall lapse because of such postponement.
(3) To the extent an option is not exercised for the total
number of shares with respect to which such options
become exercisable, the number of unexercised shares
shall accumulate and the option shall be exercisable,
to such extent, at any time thereafter, but in no event
later than ten years from the date the option was
granted or after the expiration of such shorter period
(if any) which the Committee may have established with
respect to such option pursuant to Subsection (a) of
this Section 2.2.
(d) Payment of Purchase Upon Exercise - Payment for the shares as
to which an option is exercised shall be made in one of the
following ways:
(1) payment in cash of the full option price of the shares
purchased;
(2) if permitted by the Committee, the delivery of Stock of
the Company held by the purchaser for at least six
months accompanied by the certificates therefor
registered in the name of such purchaser and properly
endorsed for transfer, having a Fair Market Value (as
of the date of exercise) equal to the full option
price; or
(3) if permitted by the Committee, a combination of cash
and Stock (as described in (2) above) such that the sum
of the amount of cash and the Fair Market Value of the
Stock (as of the date of exercise) is equal to the full
option price.
(e) Nontransferability - No option granted under the Plan shall be
transferable other than by will or by the laws of descent and
distribution subject to Section 2.4 hereunder, unless the
Committee shall permit (on such terms and conditions as it shall
establish) such option to be transferred to a member of the
Participant's immediate family or to a trust or similar vehicle
for the benefit of such immediate family members, or to an
"alternate participant" pursuant to a Qualified Domestic
Relations Order as defined in the Code. During the lifetime of an
Optionee, an option shall be exercisable only by such Optionee,
or if applicable, a transferee. For purposes of Section 2.4
hereunder, a transferred option may be exercised by the
transferee to the extent that the Participant would have been
entitled had the option not been transferred.
(f) Laws and Regulations - The Committee shall have the right to
condition any issuance of shares to any Optionee or Participant
hereunder upon such Optionee's or Participant's undertaking in
writing to comply with such restrictions on the subsequent
disposition of such shares as the Committee shall deem necessary
or advisable as a result of any applicable law or regulation. In
the case of Stock issued or cash paid upon exercise of options or
associated Stock Appreciation Rights, or the lapse of
restrictions with respect to Restricted Stock awarded to a
Participant under the Plan, the Optionee, Participant or other
person receiving such Stock or cash shall be required to pay to
the Company or a Subsidiary the amount of any taxes which the
Company or Subsidiary is required to withhold with respect to
such Stock or cash. The Company or a Subsidiary may, in its sole
discretion, permit an Optionee or Participant or other person
receiving such Stock or cash to satisfy any Federal, state or
local (if any) tax withholding requirements, in whole or in part
by (i) delivering to the Company or subsidiary shares of Stock
held by such Optionee, Participant or other person having a Fair
Market Value equal to the amount of the tax or (ii) directing the
Company or Subsidiary to retain Stock otherwise issuable to the
Optionee, Participant or other person under the Plan having a
Fair Market Value equal to the amount of the tax. If Stock is
used to satisfy tax withholding, such Stock shall be valued based
on the Fair Market Value when the tax withholding is required to
be made.
(g) Modification - The Committee shall have authority to modify an
option without the consent of the Optionee, provided that such
modification does not affect the exercise price or otherwise
materially diminish the value of such option to the Optionee, and
provided further, that except in connection with an amendment to
the Plan, the Committee shall not have authority to make any
modification to any particular option that materially increases
the value of the option to the Optionee.
2.3 Stock Appreciation Rights
(a) The Committee may, but shall not be required to, grant a Stock
Appreciation Right to the Optionee either at the time an option
is granted or by amending the option at any time during the term
of such option. A Stock Appreciation Right shall be exercisable
only during the term of the option with which it is associated.
The Stock Appreciation Right shall be an integral part of the
option with which it is associated and shall have no existence
apart therefrom. The conditions and limitations of the Stock
Appreciation Right shall be determined by the Committee and shall
be set forth in the option or amendment thereto. An amendment
granting a Stock Appreciation Right shall not be deemed to be a
grant of a new option for purposes of the Plan.
(b) A Stock Appreciation Right may be exercised by:
(1) filing with the Secretary of the Company a written election,
which election shall be delivered by the Secretary to the
Committee specifying:
(i) the option or portion thereof to be surrendered; and
(ii) the percentage of the Appreciation which the Optionee
desires to receive in cash, if any; and
(2) surrendering such option for cancellation or partial
cancellation, as the case may be, provided, however, that
any election to receive any portion of the Appreciation in
cash shall be of no force or effect unless and until the
Committee shall have consented to such election.
(c) No election to receive any portion of the Appreciation in cash
shall be filed with the Secretary and no Stock Appreciation Right
shall be exercised to receive any cash unless such election and
exercise shall occur during the period (hereinafter referred to
as the "Cash Window Period") beginning on the third business day
following the date of release for publication by the Company of a
regular quarterly or annual statement of sales and earnings and
ending on the twelfth business day following such date. The
Committee may consent to the election of a holder to receive any
portion of the Appreciation in cash at any time after such
election has been made. If such election is consented to, the
Stock Appreciation Right shall be deemed to have been exercised
during the Cash Window Period in which, or next occurring after
which, the Optionee completed all acts required of such Optionee
under the preceding paragraphs to exercise the Stock Appreciation
Right. Any Stock Appreciation Right exercised during said Cash
Window Period shall be valued and deemed exercised as of the date
during such Cash Window Period when the average of the high and
low prices for the shares of Stock as reported by the NYSE is the
highest.
2.4 Exercise of Option or Stock Appreciation Right in the Event
of Termination of Employment or Death
(a) Options and associated Stock Appreciation Rights shall terminate
immediately upon the termination of the Optionee's employment
with the Company or a Subsidiary unless the written option
instrument of such Optionee provides otherwise. The conditions
established by the Committee in the instrument for exercising
options and Stock Appreciation Rights following termination of
employment are limited by the following restrictions.
(1) If termination of employment is by reason of the death of
the Optionee, no exercise by the Optionee's Beneficiary may
occur more than two years after the Optionee's death.
(2) If termination of employment is the result of Disability or
Retirement, no exercise by the Optionee or his Beneficiary
may occur more than two years following such termination of
employment.
(3) If termination of employment is for a reason other than
death, Disability, Retirement or "involuntary termination
for cause", no exercise by the Optionee may occur more than
three months following such termination of employment. As
used herein "involuntary termination for cause" shall mean
termination of employment by reason of the Optionee's
commission of a felony, fraud or willful misconduct which
has resulted, or is likely to result, in substantial and
material damage to the Company or its Subsidiaries. Whether
an involuntary termination is for "cause" will be determined
in the sole discretion of the Committee.
(b) If the Optionee should die after termination of employment, such
termination being for a reason other than Disability, Retirement
or involuntary termination for cause, but while the option is
still exercisable, the option or associated Stock Appreciation
Right, if any, may be exercised by the Beneficiary of the
Optionee no later than one year from the date of termination of
employment of the Optionee.
(c) Under no circumstances may an option or Stock Appreciation Right
be exercised by an Optionee or Beneficiary after the expiration
of the term specified for the option.
2.5 Awarding of Restricted Stock
(a) The Committee shall from time to time in its absolute discretion
select from among the eligible employees the Participants to whom
awards of Restricted Stock shall be granted and the number of
shares subject to such awards. Each award of Restricted Stock
under the Plan shall be evidenced by an instrument delivered to
the Participant in such form as the Committee shall prescribe
from time to time in accordance with the Plan. The Restricted
Stock subject to such award shall be registered in the name of
the Participant and held in escrow by the Committee during the
Restricted Period (as defined herein).
(b) Upon the award to a Participant of shares of Restricted Stock
pursuant to Section 2.5(a), the Participant shall, subject to
Subsection (c) of this Section 2.5, possess all incidents of
ownership of such shares, including the right to receive
dividends with respect to such shares and to vote such shares.
(c) Shares of Restricted Stock awarded to a Participant may not be
sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, except by will or the laws of descent and
distribution, for a period of five years, or such shorter period
as the Committee shall determine, from the date on which the
award is granted (the "Restricted Period"). The Committee may
also impose such other restrictions and conditions on the shares
as it deems appropriate and any attempt to dispose of any such
shares of Restricted Stock in contravention of such restrictions
shall be null and void and without effect. In determining the
Restricted Period of an award, the Committee may provide that the
foregoing restrictions shall lapse with respect to specified
percentages of the awarded shares on successive anniversaries of
the date of such award. In no event shall the Restricted Period
end with respect to awarded shares prior to the satisfaction by
the Participant of any liability arising under Section 2.2(f).
(d) The restrictions described in Section 2.5(c) shall lapse upon the
completion of the Restricted Period with respect to specific
shares of Restricted Stock and the Participant's right to such
shares shall vest on such date or, if earlier, on the date that
the Participant's employment terminates on account of the death,
Disability or Retirement of the Participant. The Company shall
deliver to the Participant, or the Beneficiary of such
Participant, if applicable, within 30 days of the termination of
the Restricted Period, the number of shares of Stock that were
awarded to the Participant as Restricted Stock and with respect
to which the restrictions imposed under Section 2.5(c) have
lapsed, less any stock returned by the Company to satisfy tax
withholding pursuant to Section 2.2(f), if applicable.
(e) Except as provided in Sections 2.5(d) and (f), if the
Participant's continuous employment with the Company or a
Subsidiary shall terminate for any reason prior to the expiration
of the Restricted Period of an award, any shares remaining
subject to restrictions shall thereupon be forfeited by the
Participant and transferred to, and reacquired by, the Company or
a Subsidiary at no cost to the Company or Subsidiary.
(f) The Committee shall have the authority (and the instrument
evidencing an award of Restricted Stock may so provide) to cancel
all or any portion of any outstanding restrictions prior to the
expiration of the Restricted Period with respect to any or all of
the shares of Restricted Stock awarded to an employee hereunder
on such terms and conditions as the Committee may deem
appropriate.
(g) In the event of a Change in Control, all restrictions on any
outstanding shares of Restricted Stock shall lapse as of the date
of such Change in Control.
ARTICLE III - GENERAL PROVISIONS
3.1 Authority
Appropriate officers of the Company designated by the Committee are
authorized to execute and deliver written instruments evidencing awards
hereunder, and amendments thereto, in the name of the Company, as
directed from time to time by the Committee.
3.2 Adjustments in the Event of Change in Common Stock of the
Company
In the event of any change in the Stock of the Company by reason of any
stock dividend, stock split, recapitalization, reorganization, merger,
consolidation, split-up, combination, or exchange of shares, or rights
offering to purchase Stock at a price substantially below Fair Market
Value, or of any similar change affecting the Stock, the number and
kind of shares which thereafter may be obtained and sold under the Plan
and the number and kind of shares subject to options in outstanding
option instruments and the purchase price per share thereof and the
number of shares of Restricted Stock awarded pursuant to Section 2.5(a)
with respect to which all restrictions have not lapsed, shall be
appropriately adjusted consistent with such change in such manner as
the Board in its discretion may deem equitable to prevent substantial
dilution or enlargement of the rights granted to, or available for,
Participants in the Plan. Any fractional shares resulting from such
adjustments shall be eliminated. However, without the consent of the
Optionee, no adjustment shall be made in the terms of an ISO which
would disqualify it from treatment under Section 421(a) of the Code or
would be considered a modification, extension or renewal of an option
under Section 425(h) of the Code.
3.3 Rights of Employees
The Plan and any option or award granted under the Plan shall not
confer upon any Optionee or Participant any right with respect to
continuance of employment by the Company or any Subsidiary nor shall
they interfere in any way with the right of the Company or Subsidiary
by which an Optionee or Participant is employed to terminate his
employment at any time. The Company shall not be obligated to issue
Stock pursuant to an option or an award of Restricted Stock for which
the restrictions hereunder have lapsed if such issuance would
constitute a violation of any applicable law. No Optionee shall have
any rights as a shareholder with respect to any shares subject to
option prior to the date of issuance to such Optionee of a certificate
or certificates for such shares. Except as provided herein, no
Participant shall have any rights as a shareholder with respect to any
shares of Restricted Stock awarded to such Participant.
3.4 Amendment, Suspension and Discontinuance of the Plan
The Board may from time to time amend, suspend or discontinue the Plan,
provided that the Board may not, without shareholder approval, take any
of the following actions unless such actions fall within the provisions
of Section 3.2 herein:
(a) increase the number of shares reserved for options pursuant to
Section 1.5;
(b) alter in any way the class of persons eligible to participate in
the Plan;
(c) permit the granting of any option at an option price less than
that provided under Section 2.2(b) hereof; or
(d) extend the term of the Plan or the term during which any option
may be granted or exercised.
No amendment, suspension or discontinuance of the Plan shall impair an
Optionee's rights under an option previously granted to an Optionee
without the Optionee's consent.
3.5 Governing Law
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Connecticut.
3.6 Effective Date of the Plan
The Plan shall be effective on April 18, 1995, subject to the requisite
approval of shareholders. No option shall be granted pursuant to this
Plan later than April 17, 2005, but options granted before such date
may extend beyond it in accordance with their terms and the terms of
the Plan.