Exhibit 10(j)(v)
GIBSON GREETINGS, INC.
1989 STOCK INCENTIVE PLAN
(As amended and restated through April 29, 1993)
1. Name and Purpose. This Plan, as it may be amended and
restated from time to time, shall be known as the "Gibson
Greetings, Inc. 1989 Stock Incentive Plan" (the "Plan"). The
purpose of the Plan is to advance the interests of Gibson
Greetings, Inc. (the "Company") by providing material incentive
for the continued services of key employees and by attracting
able executives to employment with the Company and its
Subsidiaries. The term "Subsidiary" as used herein means a
subsidiary corporation of the Company as the term is defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended
(the "Code"). Reference to any Code Section in this Plan
includes the provisions of such Section as it may be amended or
as it may be replaced by any other section or sections of the
Code of like intent and purpose.
2. Administration. The Plan shall be administered by a
committee (the "Committee") of the Board of Directors of the
Company (the "Board") to consist of at least two directors, each
of whom is a "disinterested person" as defined in Rule 16b-3
promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as such Rule may be amended from
time to time, or any successor rule thereto. Subject to and
consistent with the provisions of the Plan, the Committee shall
establish such rules and regulations as it deems necessary or
appropriate for the proper administration of the Plan, shall
interpret the provisions of the Plan, shall decide all questions
of fact arising in the application of Plan provisions and shall
make such other determinations and take such actions in
connection with the Plan and the options and Restricted Shares
provided for herein as it deems necessary or advisable.
3. Eligibility. Regular full-time employees of the
Company and its Subsidiaries who are key executive or other key
salaried employees, including officers, whether or not directors
of the Company, shall be eligible to participate in the Plan.
Such employees are herein referred to as "Eligible Employees."
Those directors who are not regular employees of the Company or
its Subsidiaries are not eligible to participate in the Plan.
4. Shares Subject to Plan.
(a) The shares to be issued and delivered by the Company
upon exercise of options granted under the Plan, or issued as
Restricted Shares under the Plan, are the Company's shares of
Common Stock, $.01 par value, ("Common Shares") which may be
either authorized but unissued shares or treasury shares.
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(b) The aggregate number of Common Shares of the Company
which may be issued under the Plan shall not exceed Five Hundred
Thousand (500,000) shares; subject, however, to the adjustment
provided in Paragraph 8 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after the
effective date of this Plan. No option may be granted, or
Restricted Shares issued, under this Plan which could cause such
maximum limit to be exceeded.
(c) Common Shares covered by an option which is no longer
exercisable with respect to such shares, or Restricted Shares
which have been resold to the Company and in respect of which no
benefits of ownership have been received by the Participant,
shall again be available for issuance under this Plan.
5. Grant of Options. The Committee may from time to time,
in its discretion and subject to the provisions of the Plan,
grant either nonqualified or Incentive Stock Options (as defined
in Section 422 of the Code) to Eligible Employees. Employees to
whom options have been granted are herein referred to as
"Optionees". Each option shall be embodied in an option
agreement signed by the Optionee and the Company providing that
the option shall be subject to the provisions of this Plan and
containing such other provisions as the Committee may prescribe
not inconsistent with the Plan. The option agreement shall
specify whether the option is a nonqualified option or an
Incentive Stock Option.
6. Terms and Conditions of Option. All options granted
under the Plan shall contain such terms and conditions as the
Committee from time to time determines, subject to the foregoing
and following limitations and requirements.
(a) Option price. The option price per share shall be not
less than 100% of the fair market value of the Company's Common
Shares on the date the option is granted, as determined by the
Committee in a manner consistent with the requirements of the
Code for Incentive Stock Options.
(b) Period within which option may be exercised. The
period of each option shall be fixed by the Committee, but no
Incentive Stock Option may be exercised after the expiration of
ten years from the date the option is granted. The Committee
may, in its discretion, determine as a condition of any option
that a stated percentage of the shares covered by such option
shall be exercisable in any one year or other stated period of
time.
(c) 10% Shareholder. Notwithstanding any other provision
of this Plan, with respect to an Incentive Stock Option granted
to an Eligible Employee who, at the time such option is granted
owns shares possessing more than 10% of the total combined voting
power of all classes of shares of the Company or its
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Subsidiaries, the option price per share shall be at least 110%
of the fair market value of the Common Shares subject to the
option and such option may not be exercised after the expiration
of five years from the date the option is granted.
(d) Termination of option by reason of termination of
employment. If an Optionee's employment with the Company and its
Subsidiaries terminates, all options granted under this Plan to
such Optionee which are not exercisable on the date of such
termination of employment shall immediately terminate, and any
remaining options shall terminate if not exercised before the
expiration of the following periods, or at such earlier time as
may be applicable under Paragraph 6(b) or 6(c) above: (i) thirty
(30) days following such termination of employment, if such
termination was not a result of retirement under a Company
Pension Plan or of death or disability (disability within the
meaning of Section 22(e)(3) of the Code), or (ii) three (3)
months following the Optionee's termination of employment because
of retirement under a Company Pension Plan, or (iii) one (1) year
following date of death or commencement of disability, if the
Optionee was an employee of the Company and/or Subsidiary at the
time of his death or the commencement of his disability; provided
that such termination provisions may be varied by the Committee
with respect to nonqualified options which are exercisable on the
date of termination of employment.
(e) Non-transferability. Each option and all rights
thereunder shall be exercisable during the Optionee's lifetime
only by him, or by his guardian or legal representative, and
shall be non-assignable and non-transferable by the Optionee,
except that a nonqualified option may be transferred pursuant to
a "domestic relations order" as defined in Section 414(p)(1)(B)
of the Code. In the event of the Optionee's death, any option
shall be transferable by the Optionee's Will or by the laws of
descent and distribution, and the representative or
representatives of his estate, or the person or persons who
acquired (by bequest or inheritance) the rights to exercise his
options granted under this Plan, may exercise any of the
unexercised options in whole or in part prior to the expiration
of the applicable exercise period, as specified in Paragraph 6(d)
above.
(f) More than one option granted to an Optionee. More than
one option may be granted to an Optionee under this Plan and both
nonqualified and Incentive Stock Options may be granted to an
Optionee.
(g) Compliance with securities laws. Options granted and
shares issued by the Company upon exercise of options shall be
granted and issued only in full compliance with all applicable
securities laws, including laws, rules and regulations of the
Securities and Exchange Commission and applicable state Blue Sky
Laws. With respect thereto, the Committee may impose such
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conditions on transfer, restrictions and limitations as it may
deem necessary and appropriate to assure compliance with such
applicable securities laws.
(h) Cancellation of Option. The Committee shall have the
authority to effect, at any time and from time to time, with the
consent of the affected Optionee or Optionees, the cancellation
of any or all outstanding options granted under this Plan and the
grant in substitution therefor of new options under this Plan
(subject to the limitations hereof) covering the same or
different numbers of Common Shares at an option price per share
in all events not less than fair market value on the date of the
new grant.
7. Method of Exercise. An option granted under this Plan
may be exercised by written notice to the Committee, signed by
the Optionee, or by such other person as is entitled to exercise
such option. The notice of exercise shall state the number of
Common Shares in respect of which the option is being exercised,
and shall either be accompanied by the payment of the full option
price for such shares, or shall fix a date (not more than ten
business days from the date of such notice) for the payment of
the full option price of the shares being purchased. All or any
portion of the payment may be made by the transfer of Common
Shares of the Company from the Optionee to the Company, to the
extent permitted by law. Such shares shall be valued for this
purpose at their fair market value on the date they are
transferred to the Company as payment, determined in the same
manner as is provided in Paragraph 6(a) hereof. A certificate or
certificates for the Common Shares of the Company purchased
through the exercise of an option shall be issued in regular
course after the exercise of the option and payment therefor.
During the option period no person entitled to exercise any
option granted under this Plan shall have any of the rights or
privileges of a shareholder with respect to any shares issuable
upon exercise of such option until certificates representing such
shares shall have been issued and delivered.
8. Share Adjustments. In the event there is any change in
the Company's Common Shares resulting from stock splits, stock
dividends, combinations or exchanges of shares, or other similar
capital adjustments, equitable proportionate adjustments shall
automatically be made without further action by the Committee in
(i) the number of shares available for option grant or issuance
under this Plan, (ii) the number of shares subject to options
granted under this Plan, and (iii) the option price of optioned
shares.
9. Allocation and Purchase of Restricted Shares.
(a) The Committee may from time to time, in its
discretion and subject to the provisions of the Plan, allocate
Common Shares to any or all Eligible Employees. Common Shares
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allocated under this Paragraph 9 of the Plan are referred to
herein as "Restricted Shares." Employees to whom Restricted
Shares have been allocated are herein referred to as
"Participants." Each Participant to whom an allocation of
Restricted Shares has been made shall be offered the right to
purchase such Restricted Shares as herein provided.
(b) The Committee shall advise each Participant to
whom an allocation of Restricted Shares has been made in writing
of the terms of the offer, including the number of shares which
such person shall be entitled to purchase, the purchase price per
share, and any other terms, conditions and restrictions relating
thereto. The Participant shall have thirty (30) days from the
date of the offer to accept such offer. The Committee may, in
the exercise of its discretion, extend the term of any offer.
Subject to the express provisions of the Plan, the Committee
shall have the power to make such offer subject to any terms and
conditions it may establish and the offers made to different
persons, or to the same person at different times, may be subject
to terms, conditions and restrictions which differ from each
other. Each allocation and offer shall be embodied in a
"Restricted Share Agreement" signed by the Participant and the
Company providing that the Restricted Shares shall be subject to
the provisions of this Plan and containing such other provisions
as the Committee may prescribe not inconsistent with the Plan.
(c) The purchase price of the Restricted Shares
offered under this Plan shall be any lawful consideration
established by the Committee in its discretion. If a Participant
elects to purchase Restricted Shares, he shall pay the purchase
price in full, at the principal office of the Company, prior to
expiration of the offer. Upon payment of the purchase price,
certificates representing the shares shall be issued to the
Participant, which certificates shall bear an appropriate legend
reflecting that such shares are subject to the restrictions
contained in the Plan. At the Committee's election, such
certificates may be held by the Company on behalf of the
Participant until the restrictions applicable to such shares
shall have lapsed.
10. Restrictions Applicable to Restricted Shares.
(a) By purchasing the Restricted Shares allocated to
him under this Plan, the Participant agrees and consents to the
restrictions described in this Plan for a period determined by
the Committee at the time of such allocation, said period
referred to herein as the "Restricted Period." For the duration
of the Restricted Period (unless the restrictions earlier lapse
or are removed by the Committee), Restricted Shares issued under
this Plan shall not be transferred, delivered, assigned, sold, or
disposed of in any manner, nor pledged or otherwise hypothecated.
On the last day of the Restricted Period, or upon the earlier
lapse or removal of restrictions, such Restricted Shares shall
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cease to be subject to the restrictions under this Paragraph
10(a) of the Plan.
(b) Restricted Shares issued by the Company under the
Plan shall be issued only in full compliance with all applicable
securities laws, including laws, rules and regulations of the
Securities and Exchange Commission and applicable state Blue Sky
laws. With respect thereto, the Committee may impose such
conditions on transfer, restrictions and limitations as it may
deem necessary and appropriate to assure compliance with such
applicable securities laws.
11. Termination of Employment During Restricted Period.
(a) If a Participant's employment with the Company and
its Subsidiaries terminates because of death or disability, the
restrictions under Paragraph 10(a) of this Plan shall
automatically terminate as to that number of the Restricted
Shares owned by the Participant which is equal to the total
number of such Restricted Shares multiplied by a fraction, the
numerator of which is the number of full months which have
elapsed from the date of allocation and the denominator of which
is the total number of months during the Restricted Period. The
Participant (or his estate, heirs, or legatees) shall be required
to resell the remaining Restricted Shares to the Company at a
price per share equal to the original purchase price paid by the
Participant for such shares, or such other price as may be set by
the Committee in the Restricted Share Agreement, unless the
Committee shall, in its discretion, waive the restrictions under
Paragraph 10(a) as to any part or all of such remaining
Restricted Shares.
(b) If a Participant's employment with the Company and
its Subsidiaries terminates during the Restricted Period other
than by reason of death or disability, the Participant shall be
required to resell all of the Restricted Shares to the Company at
a price per share equal to the original purchase price paid by
the Participant for such shares, or such other price as may be
set by the Committee in the Restricted Share Agreement, unless
the Committee shall, in its discretion, waive the restrictions
under Paragraph 10(a) as to any part or all of the Restricted
Shares.
12. Resale of Restricted Shares. In the event a
Participant is required to resell Restricted Shares to the
Company as the result of the termination of the Participant's
employment as described in Paragraph 11, the Company by written
notice to the Participant shall specify a date not less than five
nor more than ten days from the date of such notice to consummate
the purchase and sale of such Restricted Shares at the principal
office of the Company. The Participant shall deliver to the
Company certificates representing such Restricted Shares, duly
endorsed and in proper form for transfer, and upon the receipt of
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such share certificates, the Company shall deliver to the
Participant a check in the amount of the purchase price. If the
Participant fails to deliver the share certificates to the
Company at the time specified in such notice, the Company may
deposit the purchase price with the Treasurer of the Company, and
thereafter the shares shall be deemed to have been transferred to
the Company and the Participant, despite his failure to deliver
the share certificates, shall have no further rights as a
stockholder of the Company. In such event, the Treasurer of the
Company shall continue to hold the purchase price for such shares
and shall make payment thereof, without interest, upon delivery
of the share certificates to the Company.
13. Merger, Consolidation or Sale of Assets. In the event
the Company shall consolidate with, merge into, or transfer all
or substantially all of its assets to another corporation or
corporations (herein referred to as "successor employer
corporation"), such successor employer corporation may obligate
itself to continue this Plan and to assume all obligations under
the Plan in a manner consistent with the provisions of Section
424(a) of the Code. In the event that such successor employer
corporation does not obligate itself to continue this Plan as
above provided, this Plan shall terminate effective upon such
consolidation, merger, or transfer, and any option previously
granted hereunder shall terminate. If practical, the Company
shall give each Optionee twenty (20) days prior notice of any
possible transaction which might terminate this Plan and the
options previously granted hereunder.
14. Amendment or Termination. The Board may terminate this
Plan at any time, and may amend the Plan at any time or from time
to time, without obtaining any approval of the Company's
shareholders; except that the Plan may not be so amended (i) to
increase the aggregate number of shares issuable under the Plan
(excepting proportionate adjustments made under Paragraph 8 to
give effect to stock splits, etc.); (ii) to change the option
price of optioned stock (excepting proportionate adjustments made
under Paragraph 8); (iii) to change the requirement that the
option price per Common Share covered by an option granted under
this Plan not be less than 100% of the fair market value of the
Company's Common Shares on the date such option is granted;
(iv) to extend the time within which Incentive Stock Options may
be granted or the time within which a granted Incentive Stock
Option may be exercised; or (v) to change, without the consent of
the Optionee (or his, or his estate's, legal representative), any
option previously granted to him under the Plan. If the Plan is
terminated, any unexercised option shall continue to be
exercisable in accordance with its terms, except as provided in
Paragraph 13 above, and any Restricted Shares shall continue to
be subject to the terms of this Plan for the duration of the
Restricted Period.
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15. Company Responsibility. All expenses of this Plan,
including the cost of maintaining records, shall be borne by the
Company. The Company shall have no responsibility or liability
(other than under applicable Securities Acts) for any act or
thing done or left undone with respect to the price, time,
quantity, or other conditions and circumstances of the purchase
of shares under the terms of the Plan, so long as the Company
acts in good faith.
16. Tax Withholding. Any grant of an option or issue of
Restricted Shares hereunder shall provide as determined by the
Committee for appropriate arrangements for the satisfaction by
the Company and the Optionee or Participant of all federal,
state, local or other income, excise or employment taxes or tax
withholding requirements applicable to the exercise of the
option, the receipt of Restricted Shares or the later disposition
of the Common Shares thereby acquired and all such additional
taxes or amounts as determined by the Committee in its
discretion, including, without limitation, the right of the
Company or any subsidiary thereof to receive transfers of Common
Shares or other property from the Optionee or to deduct or
withhold in the form of shares from any transfer to an Optionee
or Participant, in such amount or amounts deemed required or
appropriate by the Committee in its sole and absolute discretion.
17. Implied Consent. Every Optionee or Participant, by his
acceptance of an option or Restricted Shares under this Plan,
shall be deemed to have consented to be bound, on his own behalf
and on behalf of his heirs, assigns, and legal representatives,
by all of the terms and conditions of this Plan.
18. No Effect on Employment Status. The fact than an
employee has been granted an option or Restricted Shares under
this Plan shall not limit or otherwise qualify the right of his
employer to terminate his employment at any time.
19. Duration and Termination of the Plan. This Plan became
effective on January 23, 1989. No Incentive Stock Option shall
be granted subsequent to January 22, 1999, or subsequent to any
earlier date as of which the Plan is terminated pursuant to
Paragraph 14.
20. Delaware Law to Govern. This Plan shall be construed
and administered in accordance with and governed by the laws of
the State of Delaware.
1989opt.pol
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