EXHIBIT 10.14
TREDEGAR INDUSTRIES, INC.
1996 INCENTIVE PLAN
ARTICLE I DEFINITIONS
1.01. Administrator................................................... 1
1.02. Affiliate....................................................... 1
1.03. Agreement....................................................... 1
1.04. Board........................................................... 1
1.05. Code............................................................ 1
1.06. Committee....................................................... 1
1.07. Common Stock.................................................... 1
1.08. Company......................................................... 1
1.09. Corresponding SAR............................................... 1
1.10. Exchange Act.................................................... 1
1.11. Fair Market Value............................................... 2
1.12. Initial Value................................................... 2
1.13. Incentive Award................................................. 2
1.14. Option.......................................................... 2
1.15. Participant..................................................... 2
1.16. Plan............................................................ 2
1.17. SAR............................................................. 2
1.18. Stock Award..................................................... 3
1.19. Ten Percent Shareholder......................................... 3
ARTICLE II PURPOSES
ARTICLE III ADMINISTRATION
ARTICLE IV ELIGIBILITY
ARTICLE V STOCK SUBJECT TO PLAN
5.01. Shares Issued................................................... 6
5.02. Aggregate Limit................................................. 6
5.03. Reallocation of Shares.......................................... 7
ARTICLE VI OPTIONS
6.01. Award........................................................... 7
6.02. Option Price.................................................... 7
6.03. Maximum Option Period........................................... 8
6.04. Nontransferability.............................................. 8
6.05. Transferable Options............................................ 9
6.06. Employee Status................................................. 9
6.07. Exercise........................................................ 10
6.08. Payment......................................................... 10
6.09. Installment Payment............................................. 11
6.10. Shareholder Rights.............................................. 12
6.11. Disposition of Stock............................................ 12
ARTICLE VII SARS
7.01. Award........................................................... 12
7.02. Maximum SAR Period.............................................. 13
7.03. Nontransferability.............................................. 13
7.04. Transferable SARs............................................... 14
7.05. Exercise........................................................ 14
7.06. Employee Status................................................. 15
7.07. Settlement...................................................... 15
7.08. Shareholder Rights.............................................. 15
ARTICLE VIII STOCK AWARDS
8.01. Award........................................................... 15
8.02. Vesting......................................................... 16
8.03. Performance Objectives.......................................... 16
8.04. Employee Status................................................. 16
8.05. Shareholder Rights.............................................. 17
ARTICLE IX INCENTIVE AWARDS
9.01. Award........................................................... 17
9.02. Terms and Conditions............................................ 18
9.03. Nontransferability.............................................. 18
9.04. Transferable Incentive Awards................................... 19
9.05. Employee Status................................................. 19
9.06. Shareholder Rights.............................................. 19
ARTICLE X ADJUSTMENT UPON CHANGE IN
COMMON STOCK
ARTICLE XI COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
ARTICLE XII GENERAL PROVISIONS
12.01. Effect on Employment and Service................................ 22
12.02. Unfunded Plan................................................... 22
12.03. Rules of Construction........................................... 22
ARTICLE XIII AMENDMENT
ARTICLE XIV DURATION OF PLAN
ARTICLE XV EFFECTIVE DATE OF PLAN
TREDEGAR INDUSTRIES, INC.
1996 INCENTIVE PLAN
ARTICLE I
DEFINITIONS
1.01. Administrator means the Committee and any delegate of the Committee that
is appointed in accordance with Article III.
1.02. Affiliate means any "subsidiary" or "parent" corporation (within the
meaning of Section 424 of the Code) of the Company.
1.03. Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of a Stock Award, an Incentive Award or an Option or SAR granted
to such Participant.
1.04. Board means the Board of Directors of the Company.
1.05. Code means the Internal Revenue Code of 1986, and any amendments thereto.
1.06. Committee means the Executive Compensation Committee of the Board.
1.07. Common Stock means the common stock of the Company.
1.08. Company means Tredegar Industries, Inc.
1.09. Corresponding SAR means an SAR that is granted in relation to a particular
Option and that can be exercised only upon the surrender to the Company
unexercised, of that portion of the Option to which the SAR relates.
1.10. Exchange Act means the Securities Exchange Act of 1934, as amended and as
in effect on the date of this Agreement.
1.11. Fair Market Value means, on any given date, the closing price of a share
of Common Stock as reported on the New York Stock Exchange composite tape on
such date, or if the Common Stock was not traded on the New York Stock Exchange
on such day, then on the next preceding day that the Common Stock was traded on
such exchange, all as reported by such source as the Administrator may select.
1.12. Initial Value means, with respect to an SAR, the Fair Market Value of one
share of Common Stock on the date of grant.
1.13. Incentive Award means an award which, subject to such terms and conditions
as may be prescribed by the Administrator, entitles the Participant to receive a
cash payment from the Company or an Affiliate.
1.14. Option means a stock option that entitles the holder to purchase from the
Company a stated number of shares of Common Stock at the price set forth in an
Agreement.
1.15. Participant means an employee of the Company or an Affiliate, including an
employee who is a member of the Board, or an individual who provides services to
the Company or an Affiliate, who satisfies the requirements of Article IV and is
selected by the Administrator to receive a Stock Award, an Option, an SAR, an
Incentive Award or a combination thereof.
1.16. Plan means the Tredegar Industries, Inc. 1996 Incentive Plan.
1.17. SAR means a stock appreciation right that in accordance with the terms of
an Agreement entitles the holder to receive, with respect to each share of
Common Stock encompassed by the exercise of such SAR, the amount determined
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by the Administrator and specified in an Agreement. In the absence of such a
determination, the holder shall be entitled to receive, with respect to each
share of Common Stock encompassed by the exercise of such SAR, the excess of the
Fair Market Value on the date of exercise over the Initial Value. References to
"SARs" include both Corresponding SARs and SARs granted independently of
Options, unless the context requires otherwise.
1.18. Stock Award means Common Stock awarded to a Participant under Article
VIII.
1.19. Ten Percent Shareholder means any individual owning more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of an Affiliate. An individual shall be considered to own any voting stock
owned (directly or indirectly) by or for his brothers, sisters, spouse,
ancestors or lineal descendants and shall be considered to own proportionately
any voting stock owned (directly or indirectly) by or for a corporation,
partnership, estate or trust of which such individual is a shareholder, partner
or beneficiary.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company and its Affiliates in
recruiting and retaining individuals with ability and initiative by enabling
such persons to participate in the future success of the Company and its
Affiliates and to associate
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their interests with those of the Company and its shareholders. The Plan is
intended to permit the grant of both Options qualifying under Section 422 of the
Code ("incentive stock options") and Options not so qualifying, and the grant of
SARs, Stock Awards and Incentive Awards. No Option that is intended to be an
incentive stock option shall be invalid for failure to qualify as an incentive
stock option. The proceeds received by the Company from the sale of Common Stock
pursuant to this Plan shall be used for general corporate purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Administrator. The
Administrator shall have authority to grant Stock Awards, Incentive Awards,
Options and SARs upon such terms (not inconsistent with the provisions of this
Plan) as the Administrator may consider appropriate. Such terms may include
conditions (in addition to those contained in this Plan) on the exercisability
of all or any part of an Option or SAR or on the transferability or
forfeitability of a Stock Award or Incentive Award. Notwithstanding any such
conditions, the Administrator may, in its discretion, accelerate the time at
which any Option or SAR may be exercised, or the time at which a Stock Award may
become transferable or nonforfeitable or the time at which an Incentive Award
may be settled. In addition, the Administrator shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of Agreements; to
adopt, amend, and rescind rules and regulations pertaining
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to the administration of the Plan; and to make all other determinations
necessary or advisable for the administration of this Plan. The express grant in
the Plan of any specific power to the Administrator shall not be construed as
limiting any power or authority of the Administrator. Any decision made, or
action taken, by the Administrator or in connection with the administration of
this Plan shall be final and conclusive. Neither the Administrator nor any
member of the Committee shall be liable for any act done in good faith with
respect to this Plan or any Agreement, Option, SAR, Stock Award or Incentive
Award. All expenses of administering this Plan shall be borne by the Company.
The Committee, in its discretion, may delegate to one or more
officers of the Company or the Executive Committee of the Board, all or part of
the Committee's authority and duties with respect to grants and awards to
individuals who are not subject to the reporting and other provisions of Section
16 of the Exchange Act. The Committee may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any prior actions of
the Committee's delegate or delegates that were consistent with the terms of the
Plan.
ARTICLE IV
ELIGIBILITY
Any employee of the Company or an Affiliate (including a
corporation that becomes an Affiliate after the adoption of this Plan) or a
person who provides services to the Company or an Affiliate (including a
corporation that becomes an
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Affiliate after the adoption of this Plan) is eligible to participate in this
Plan if the Administrator, in its sole discretion, determines that such person
has contributed significantly or can be expected to contribute significantly to
the profits or growth of the Company or an Affiliate. Directors of the Company
who are employees of the Company or an Affiliate may be selected to participate
in this Plan. A member of the Committee may not participate in this Plan during
the time that his participation would prevent the Committee from being
"disinterested" for purposes of Securities and Exchange Commission Rule 16b-3 as
in effect from time to time.
ARTICLE V
STOCK SUBJECT TO PLAN
5.01. Shares Issued. Upon the award of shares of Common Stock pursuant to a
Stock Award the Company may issue shares of Common Stock from its authorized but
unissued Common Stock. Upon the exercise of any Option or SAR the Company may
deliver to the Participant (or the Participant's broker if the Participant so
directs), shares of Common Stock from its authorized but unissued Common Stock.
5.02. Aggregate Limit. The maximum aggregate number of shares of Common Stock
that may be issued under this Plan pursuant to the exercise of SARs and Options
and the grant of Stock Awards is 450,000 shares. The maximum aggregate number of
shares that may be issued under this Plan as Stock Awards is 100,000 shares. The
maximum aggregate number of shares that may be issued under this
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Plan and the maximum number of shares that may be issued as Stock Awards shall
be subject to adjustment as provided in Article X.
5.03. Reallocation of Shares. If an Option is terminated, in whole or in part,
for any reason other than its exercise or the exercise of a Corresponding SAR
that is settled with Common Stock, the number of shares of Common Stock
allocated to the Option or portion thereof may be reallocated to other Options,
SARs and Stock Awards to be granted under this Plan. If an SAR is terminated, in
whole or in part, for any reason other than its exercise or the exercise of a
related Option, the number of shares of Common Stock allocated to the SAR or
portion thereof may be reallocated to other Options, SARs and Stock Awards to be
granted under this Plan.
ARTICLE VI
OPTIONS
6.01. Award. In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom an Option is to be granted and will
specify the number of shares of Common Stock covered by such awards; provided,
however, that no individual may be granted Options in any calendar year covering
more than 150,000 shares of Common Stock.
6.02. Option Price. The price per share for Common Stock purchased on the
exercise of an Option shall be determined by the Administrator on the date of
grant,
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but shall not be less than the Fair Market Value on the date the Option is
granted. Notwithstanding the preceding sentence, the price per share for Common
Stock purchased on the exercise of any Option that is an incentive stock option
granted to an individual who is a Ten Percent Shareholder on the date such
option is granted, shall not be less than one hundred ten percent (110%) of the
Fair Market Value on the date the Option is granted.
6.03. Maximum Option Period. The maximum period in which an Option may be
exercised shall be determined by the Administrator on the date of grant, except
that no Option that is an incentive stock option shall be exercisable after the
expiration of ten years from the date such Option was granted. In the case of an
incentive stock option that is granted to a Participant who is a Ten Percent
Shareholder on the date of grant, such Option shall not be exercisable after the
expiration of five years from the date of grant. The terms of any Option that is
an incentive stock option may provide that it is exercisable for a period less
than such maximum period.
6.04. Nontransferability. Except as provided in Section 6.05, each Option
granted under this Plan shall be nontransferable except by will or by the laws
of descent and distribution. In the event of any such transfer, the Option and
any Corresponding SAR that relates to such Option must be transferred to the
same person or persons or entity or entities. During the lifetime of the
Participant to whom the Option is granted, the Option may be exercised only by
the Participant.
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No right or interest of a Participant in any Option shall be liable for, or
subject to, any lien, obligation, or liability of such Participant.
6.05. Transferable Options. Section 6.04 to the contrary notwithstanding, if the
Agreement provides, an Option that is not an incentive stock option may be
transferred by a Participant to the Participant's children, grandchildren,
spouse, one or more trusts for the benefit of such family members or a
partnership in which such family members are the only partners; provided,
however, that Participant may not receive any consideration for the transfer. In
addition to transfers described in the preceding sentence, the Administrator may
grant Options that are not incentive stock options that are transferable on
other terms and conditions as may be permitted under Securities Exchange
Commission Rule 16b-3, as in effect from time to time. The holder of an Option
transferred pursuant to this section shall be bound by the same terms and
conditions that governed the Option during the period that it was held by the
Participant, and may not subsequently transfer the Option, except by will or the
laws of descent and distribution. In the event of a transfer pursuant to this
section, the Option and any Corresponding SAR that relates to such Option must
be transferred to the same person or persons or entity or entities.
6.06. Employee Status. For purposes of determining the applicability of Section
422 of the Code (relating to incentive stock options), or in the event that the
terms of any Option provide that it may be exercised only during employment or
within a specified period of time after termination of employment, the
Administrator may decide to what extent leaves of absence for governmental or
military service,
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illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment.
6.07. Exercise. Subject to the provisions of this Plan and the applicable
Agreement, an Option may be exercised in whole at any time or in part from time
to time at such times and in compliance with such requirements as the
Administrator shall determine; provided, however, that incentive stock options
(granted under the Plan and all plans of the Company and its Affiliates) may not
be first exercisable in a calendar year for stock having a Fair Market
(determined as of the date an Option is granted) exceeding $100,000. An Option
granted under this Plan may be exercised with respect to any number of whole
shares less than the full number for which the Option could be exercised. A
partial exercise of an Option shall not affect the right to exercise the Option
from time to time in accordance with this Plan and the applicable Agreement with
respect to the remaining shares subject to the Option. The exercise of an Option
shall result in the termination of any Corresponding SAR to the extent of the
number of shares with respect to which the Option is exercised.
6.08. Payment. Unless otherwise provided by the Agreement, payment of the Option
price shall be made in cash or a cash equivalent acceptable to the
Administrator. If the Agreement provides, payment of all or part of the Option
price may be made by surrendering shares of Common Stock to the Company. If
Common Stock is used to pay all or part of the Option price, the sum of the cash
and cash equivalent and the Fair Market Value (determined as of the day
preceding the date
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of exercise) of the shares surrendered must not be less than the Option price of
the shares for which the Option is being exercised.
6.09. Installment Payment. If the Agreement provides, and if the Participant is
employed by the Company on the date the Option is exercised, payment of all or
part of the Option price may be made in installments. In that event the Company
shall lend the Participant an amount equal to not more than ninety percent (90%)
of the Option price of the shares acquired by the exercise of the Option. This
amount shall be evidenced by the Participant's promissory note and shall be
payable in not more than five equal annual installments, unless the amount of
the loan exceeds the maximum loan value for the shares purchased, which value
shall be established from time to time by regulations of the Board of Governors
of the Federal Reserve System. In that event, the note shall be payable in equal
quarterly installments over a period of time not to exceed five years. The
Administrator, however, may vary such terms and make such other provisions
concerning the unpaid balance of such purchase price in the case of hardship,
subsequent termination of employment, absence on military or government service,
or subsequent death of the Participant as in its discretion are necessary or
advisable in order to protect the Company, promote the purposes of the Plan and
comply with regulations of the Board of Governors of the Federal Reserve System
relating to securities credit transactions.
The Participant shall pay interest on the unpaid balance at the
minimum rate necessary to avoid imputed interest or original issue discount
under the Code. All shares acquired with cash borrowed from the Company shall be
pledged to the
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Company as security for the repayment thereof. In the discretion of the
Administrator, shares of stock may be released from such pledge proportionately
as payments on the note (together with interest) are made, provided the release
of such shares complies with the regulations of the Federal Reserve System
relating to securities credit transactions then applicable. While shares are so
pledged, and so long as there has been no default in the installment payments,
such shares shall remain registered in the name of the Participant, and he shall
have the right to vote such shares and to receive all dividends thereon.
6.10. Shareholder Rights. No Participant shall have any rights as a shareholder
with respect to shares subject to his Option until the date of exercise of such
Option.
6.11. Disposition of Stock. A Participant shall notify the Company of any sale
or other disposition of Common Stock acquired pursuant to an Option that was an
incentive stock option if such sale or disposition occurs (i) within two years
of the grant of an Option or (ii) within one year of the issuance of the Common
Stock to the Participant. Such notice shall be in writing and directed to the
Secretary of the Company.
ARTICLE VII
SARS
7.01. Award. In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom SARs are to be granted and will specify
the number of shares covered by such awards; provided, however, that no
individual may be granted SARs in any calendar year covering more than 25,000
shares. For
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purposes of the preceding sentence, an Option and Corresponding SAR shall be
treated as a single award. In addition no Participant may be granted
Corresponding SARs (under all incentive stock option plans of the Company and
its Affiliates) that are related to incentive stock options which are first
exercisable in any calendar year for stock having an aggregate Fair Market Value
(determined as of the date the related Option is granted) that exceeds $100,000.
7.02. Maximum SAR Period. The maximum period in which an SAR may be exercised
shall be determined by the Administrator on the date of grant, except that no
Corresponding SAR that is related to an incentive stock option shall be
exercisable after the expiration of ten years from the date such related Option
was granted. In the case of a Corresponding SAR that is related to an incentive
stock option granted to a Participant who is a Ten Percent Shareholder, such
Corresponding SAR shall not be exercisable after the expiration of five years
from the date such related Option was granted. The terms of any Corresponding
SAR that is related to an incentive stock option may provide that it is
exercisable for a period less than such maximum period.
7.03. Nontransferability. Except as provided in Section 7.04, each SAR granted
under this Plan shall be nontransferable except by will or by the laws of
descent and distribution. In the event of any such transfer, Corresponding SAR
and the related Option must be transferred to the same person or persons or
entity or entities. During the lifetime of the Participant to whom the SAR is
granted, the SAR may be
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exercised only by the Participant. No right or interest of a Participant in any
SAR shall be liable for, or subject to, any lien, obligation, or liability of
such Participant.
7.04. Transferable SARs. Section 7.03 to the contrary notwithstanding, the
Administrator may grant transferable SARs to the extent and on such terms as may
be permitted by Securities Exchange Commission Rule 16b-3, as in effect from
time to time. In the event of any such transfer, a Corresponding SAR and the
related Option must be transferred to the same person or person or entity or
entities. The holder of an SAR transferred pursuant this section shall be bound
by the same terms and conditions that governed the SAR during the period that it
was held by the Participant, and may not subsequently transfer the SAR, except
by will or the laws of descent and distribution.
7.05. Exercise. Subject to the provisions of this Plan and the applicable
Agreement, an SAR may be exercised in whole at any time or in part from time to
time at such times and in compliance with such requirements as the Administrator
shall determine; provided, however, that a Corresponding SAR that is related to
an incentive stock option may be exercised only to the extent that the related
Option is exercisable and only when the Fair Market Value exceeds the option
price of the related Option. An SAR granted under this Plan may be exercised
with respect to any number of whole shares less than the full number for which
the SAR could be exercised. A partial exercise of an SAR shall not affect the
right to exercise the SAR from time to time in accordance with this Plan and the
applicable Agreement with respect to the remaining shares subject to the SAR.
The exercise of a
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Corresponding SAR shall result in the termination of the related Option to the
extent of the number of shares with respect to which the SAR is exercised.
7.06. Employee Status. If the terms of any SAR provide that it may be exercised
only during employment or within a specified period of time after termination of
employment, the Administrator may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability or other reasons
shall not be deemed interruptions of continuous employment.
7.07. Settlement. At the Administrator's discretion, the amount payable as a
result of the exercise of an SAR may be settled in cash, Common Stock, or a
combination of cash and Common Stock. No fractional share will be deliverable
upon the exercise of an SAR but a cash payment will be made in lieu thereof.
7.08. Shareholder Rights. No Participant shall, as a result of receiving an SAR
award, have any rights as a shareholder of the Company or any Affiliate until
the date that the SAR is exercised and then only to the extent that the SAR is
settled by the issuance of Common Stock.
ARTICLE VIII
STOCK AWARDS
8.01. Award. In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom a Stock Award is to be made and will
specify the number of shares of Common Stock covered by such awards; provided,
however, that no Participant may receive Stock Awards in any calendar year for
more than 25,000 shares of Common Stock.
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8.02. Vesting. The Administrator, on the date of the award, may prescribe that a
Participant's rights in the Stock Award shall be forfeitable or otherwise
restricted for a period of time or subject to such conditions as may be set
forth in the Agreement. If a Stock Award is not nonforfeitable and transferable
upon its grant, the period of restriction shall be at least three years;
provided, however, that the minimum period of restriction shall be at least one
year in the case of a Stock Award that will become transferable and
nonforfeitable on account of the satisfaction of performance objectives
prescribed by the Administrator.
8.03. Performance Objectives. In accordance with Section 8.02, the Administrator
may prescribe that Stock Awards will become vested or transferable or both based
on objectives stated with respect to the Company's, an Affiliate's or an
operating unit's return on equity, earnings per share, total earnings, earnings
growth, return on capital, return on assets, or Fair Market Value. If the
Administrator, on the date of award, prescribes that a Stock Award shall become
nonforfeitable and transferable only upon the attainment of performance
objectives stated with respect to one or more of the foregoing criteria, the
shares subject to such Stock Award shall become nonforfeitable and transferable
only to the extent that the Administrator certifies that such objectives have
been achieved.
8.04. Employee Status. In the event that the terms of any Stock Award provide
that shares may become transferable and nonforfeitable thereunder only after
completion of a specified period of employment, the Administrator may decide in
each case to what extent leaves of absence for governmental or military service,
illness,
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temporary disability, or other reasons shall not be deemed interruptions of
continuous employment.
8.05. Shareholder Rights. Prior to their forfeiture (in accordance with the
applicable Agreement and while the shares of Common Stock granted pursuant to
the Stock Award may be forfeited or are nontransferable), a Participant will
have all rights of a shareholder with respect to a Stock Award, including the
right to receive dividends and vote the shares; provided, however, that during
such period (i) a Participant may not sell, transfer, pledge, exchange,
hypothecate, or otherwise dispose of shares of Common Stock granted pursuant to
a Stock Award, (ii) the Company shall retain custody of the certificates
evidencing shares of Common Stock granted pursuant to a Stock Award, and (iii)
the Participant will deliver to the Company a stock power, endorsed in blank,
with respect to each Stock Award. The limitations set forth in the preceding
sentence shall not apply after the shares of Common Stock granted under the
Stock Award are transferable and are no longer forfeitable.
ARTICLE IX
INCENTIVE AWARDS
9.01. Award. The Administrator shall designate Participants to whom Incentive
Awards are made. All Incentive Awards shall be finally determined exclusively by
the Administrator under the procedures established by the Administrator;
provided, however, that no Participant may receive an Incentive Award payment in
any calendar year that exceeds the lesser of (i) 75% of the Participant's base
salary (prior
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to any salary reduction or deferral elections) as of the date of grant of the
Incentive Award or (ii) $250,000.
9.02. Terms and Conditions. The Administrator, at the time an Incentive Award is
made, shall specify the terms and conditions which govern the award. Such terms
and conditions shall prescribe that the Incentive Award shall be earned only to
the extent that the Company, an Affiliate or an operating unit, during a
performance period of at least one year, achieves objectives based on return on
equity, earnings per share, total earnings, earnings growth, return on capital,
return on assets or Fair Market Value. Such terms and conditions also may
include other limitations on the payment of Incentive Awards including, by way
of example and not of limitation, requirements that the Participant complete a
specified period of employment with the Company or an Affiliate or that the
Company, an Affiliate, or the Participant attain stated objectives or goals (in
addition to those prescribed in accordance with the preceding sentence) as a
prerequisite to payment under an Incentive Award. The Administrator, at the time
an Incentive Award is made, shall also specify when amounts shall be payable
under the Incentive Award and whether amounts shall be payable in the event of
the Participant's death, disability, or retirement.
9.03. Nontransferability. Except as provided in Section 9.04, Incentive Awards
granted under this Plan shall be nontransferable except by will or by the laws
of descent and distribution. No right or interest of a Participant in an
Incentive Award shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.
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9.04. Transferable Incentive Awards. Section 9.03 to the contrary
notwithstanding, the Administrator may grant transferable Incentive Awards to
the extent and on such terms and conditions as may be permitted by Securities
Exchange Commission Rule 16b-3, as in effect from time to time. The holder of an
Incentive Award transferred pursuant to this section shall be bound by the same
terms and conditions that governed the Incentive Award during the period that it
was held by the Participant, and may not subsequently transfer the Incentive
Award, except by will or the laws of descent and distribution.
9.05. Employee Status. If the terms of an Incentive Award provide that a payment
will be made thereunder only if the Participant completes a stated period of
employment, the Administrator may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability or other reasons
shall not be deemed interruptions of continuous employment.
9.06. Shareholder Rights. No Participant shall, as a result of receiving an
Incentive Award, have any rights as a shareholder of the Company or any
Affiliate on account of such award.
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ARTICLE X
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Options, SARs and Stock
Awards may be granted under this Plan, the terms of outstanding Stock Awards,
Options, and SARs, and the per individual limitations on the number of shares or
Units for which Options, SARs, and Stock Awards may be granted, shall be
adjusted as the Committee shall determine to be equitably required in the event
that (a) the Company (i) effects one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares or (ii) engages in a transaction to
which Section 424 of the Code applies or (b) there occurs any other event which,
in the judgment of the Committee necessitates such action. Any determination
made under this Article X by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
maximum number of shares as to which Options, SARs and Stock Awards may be
granted, the per individual limitations on the number of shares for which
Options, SARs and Stock Awards may be granted or the terms of outstanding Stock
Awards, Options or SARs.
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The Committee may make Stock Awards and may grant Options and SARs
in substitution for performance shares, phantom shares, stock awards, stock
options, stock appreciation rights, or similar awards held by an individual who
becomes an employee of the Company or an Affiliate in connection with a
transaction described in the first paragraph of this Article X. Notwithstanding
any provision of the Plan (other than the limitation of Section 5.02), the terms
of such substituted Stock Awards or Option or SAR grants shall be as the
Committee, in its discretion, determines is appropriate.
ARTICLE XI
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option or SAR shall be exercisable, no Common Stock shall be
issued, no certificates for shares of Common Stock shall be delivered, and no
payment shall be made under this Plan except in compliance with all applicable
federal and state laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the Company is a
party, and the rules of all domestic stock exchanges on which the Company's
shares may be listed. The Company shall have the right to rely on an opinion of
its counsel as to such compliance. Any share certificate issued to evidence
Common Stock when a Stock Award is granted or for which an Option or SAR is
exercised may bear such legends and statements as the Administrator may deem
advisable to assure compliance with federal and state laws and regulations. No
Option or SAR shall be exercisable, no Stock Award shall be
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granted, no Common Stock shall be issued, no certificate for shares shall be
delivered, and no payment shall be made under this Plan until the Company has
obtained such consent or approval as the Administrator may deem advisable from
regulatory bodies having jurisdiction over such matters.
ARTICLE XII
GENERAL PROVISIONS
12.01. Effect on Employment and Service. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any individual any right to continue in the employ or
service of the Company or an Affiliate or in any way affect any right and power
of the Company or an Affiliate to terminate the employment or service of any
individual at any time with or without assigning a reason therefor.
12.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created pursuant to this
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.
12.03. Rules of Construction. Headings are given to the articles and sections of
this Plan solely as a convenience to facilitate reference. The reference to any
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statute, regulation, or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law.
ARTICLE XIII
AMENDMENT
The Board may amend or terminate this Plan from time to time;
provided, however, that no amendment may become effective until shareholder
approval is obtained if (i) the amendment increases the aggregate number of
shares of Common Stock that may be issued under the Plan, (ii) the amendment
changes the class of individuals eligible to become Participants or (iii) the
amendment materially increases the benefits that may be provided under the Plan.
No amendment shall, without a Participant's consent, adversely affect any rights
of such Participant under any outstanding Stock Award, Option, SAR or Incentive
Award outstanding at the time such amendment is made.
ARTICLE XIV
DURATION OF PLAN
No Stock Award, Option, SAR or Incentive Award may be granted under
this Plan after February 20, 2006. Stock Awards, Options, SARs and Incentive
Awards granted before that date shall remain valid in accordance with their
terms.
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ARTICLE XV
EFFECTIVE DATE OF PLAN
Options, SARs and Incentive Awards may be granted under this Plan
upon its adoption by the Board, provided that no Option, SAR or Incentive Award
shall be effective or exercisable unless this Plan is approved by a majority of
the votes entitled to be cast by the Company's shareholders, voting either in
person or by proxy, at a duly held shareholders' meeting within twelve months of
such adoption. Stock Awards may be granted under this Plan upon the later of its
adoption by the Board or its approval by shareholders in accordance with the
preceding sentence.
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