GEHL COMPANY
1995 Stock Option Plan, as Amended
Section 1. Purpose
The purpose of the Gehl Company 1995 Stock Option Plan (the "Plan") is to
promote the best interests of Gehl Company (together with any successor
thereto, the "Company") and its shareholders by providing key employees of the
Company and its Affiliates (as defined below) and members of the Company's
Board of Directors who are not employees of the Company or its Affiliates with
an opportunity to acquire a proprietary interest in the Company. It is
intended that the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those key
employees who are primarily responsible for shaping and carrying out the long-
range plans of the Company and securing the Company's continued growth and
financial success. In addition, by encouraging stock ownership by directors
who are not employees of the Company or its Affiliates, the Company seeks to
attract and retain on its Board of Directors persons of exceptional competence
and to provide a further incentive to serve as a director of the Company.
Section 2. Definitions
As used in the Plan, the following terms shall have the respective
meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through one or
more intermediaries, is controlled by, controls, or is under common control
with, the Company.
(b) "Award" shall mean any Option granted under the Plan.
(c) "Stock Option Agreement" shall mean any written agreement, contract,
or other instrument or document evidencing any Award under the Plan.
(d) "Change of Control of the Company" shall mean any one of the
following events: (i) securities of the Company representing 25% or more of
the combined voting power of the Company's then outstanding voting securities
are acquired pursuant to a tender offer or exchange offer; (ii) the
shareholders of the Company approve a merger or consolidation of the Company
with any other Person as a result of which less than 50% of the outstanding
voting securities of the surviving or resulting Person are owned by the former
shareholders of the Company (other than a shareholder who is an Affiliate of
any party to such consolidation or merger); (iii) the shareholders of the
Company approve the sale of substantially all of the Company's assets to a
Person which is not a wholly-owned subsidiary of the Company; (iv) any person
becomes a beneficial owner (as such term is defined in Rule 13d-3 of the
Exchange Act (or any successor provision thereto)), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting
power of the Company's then outstanding securities the effect of which (as
determined by the Board of Directors of the Company and, in the case of Non-
Qualified Stock Options granted to Non-Employee Directors under the Plan, to
the extent permitted by Rule 16b-3) is to take over control of the Company; or
(v) during any period of two consecutive years, individuals who, at the
beginning of such period, constituted the Board of Directors of the Company
cease, for any reason, to constitute at least a majority thereof, unless the
election or nomination for election of each new director was approved by the
vote of at least two-thirds of the directors of the Company then in office who
were directors of the Company at the beginning of the period.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Commission" shall mean the United States Securities and Exchange
Commission or any successor agency.
(g) "Committee" shall mean a committee of the Board of Directors of the
Company designated by such Board to administer the Plan and comprised of not
less than two directors, each of whom is a "disinterested person" within the
meaning of Rule 16b-3 and each of whom is an "outside director" within the
meaning of Section 162(m)(4)(C) of the Code (or any successor provision
thereto).
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(i) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair
market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee.
(j) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).
(k) "Key Employee" shall mean any officer or other key employee of the
Company or of any Affiliate who is responsible for or contributes to the
management, growth or profitability of the business of the Company or any
Affiliate as determined by the Committee.
(l) "Non-Employee Director" shall mean any member of the Company's Board
of Directors who is not an employee of the Company or of any Affiliate.
(m) "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock Option
and shall mean any option granted to a Non-Employee Director under Section
6(b) of the Plan.
(n) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(o) "Participating Key Employee" shall mean a Key Employee designated to
be granted an Award under the Plan.
(p) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
(q) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the Commission
under the Exchange Act, or any successor rule or regulation thereto.
(r) "Shares" shall mean shares of common stock of the Company, $.10 par
value, and such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(b) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided, however, that
if at any time the Committee shall not be in existence, the functions of the
Committee as specified in the Plan shall be exercised by a committee
consisting of those members of the Board of Directors of the Company who
qualify as "disinterested persons" under Rule 16b-3 and as "outside directors"
under Section 162(m)(4)(C) of the Code (or any successor provision thereto).
Subject to the terms of the Plan and without limitation by reason of
enumeration, the Committee shall have full power and authority to: (i)
designate Participating Key Employees; (ii) determine the type or types of
Awards to be granted to each Participating Key Employee under the Plan; (iii)
determine the number of Shares to be covered by (or with respect to which
payments, rights, or other matters are to be calculated in connection with)
Awards granted to Participating Key Employees; (iv) determine the terms and
conditions of any Award granted to a Participating Key Employee; (v) determine
whether, to what extent, and under what circumstances Awards granted to
Participating Key Employees may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, and the method or methods by
which Awards may be settled, exercised, cancelled, forfeited, or suspended;
(vi) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan (including, without limitation, any
Stock Option Agreement); (vii) establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (viii) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations, and other decisions under
or with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time, and shall be final, conclusive, and
binding upon all Persons, including the Company, any Affiliate, any
Participating Key Employee, any Non-Employee Director, any holder or
beneficiary of any Award, any shareholder, and any employee of the Company or
of any Affiliate. Notwithstanding the foregoing, Awards to Non-Employee
Directors under the Plan shall be automatic and the amount and terms of such
Awards shall be determined as provided in Section 6(b) of the Plan.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in Section 4(b):
(i) Number of Shares Available. The number of Shares with respect to
which Awards may be granted under the Plan shall be 600,000. If, after the
effective date of the Plan, any Shares covered by an Award granted under the
Plan, or to which any Award relates, are forfeited or if an Award otherwise
terminates, expires or is cancelled prior to the delivery of all of the Shares
or of other consideration issuable or payable pursuant to such Award, then the
number of Shares counted against the number of Shares available under the Plan
in connection with the grant of such Award, to the extent of any such
forfeiture, termination, expiration or cancellation, shall again be available
for granting of additional Awards under the Plan.
(ii) Limitations on Awards to Individual Participants. During any one
calendar year, no Participating Key Employee shall be granted Awards under the
Plan that could result in such Participating Key Employee receiving Options
for more than 100,000 Shares under the Plan. Such number of Shares as
specified in the preceding sentence shall be subject to adjustment in
accordance with the terms of Section 4(b) hereof. In all cases,
determinations under this Section 4(a)(ii) shall be made in a manner that is
consistent with the exemption for performance-based compensation provided by
Section 162(m) of the Code (or any successor provision thereto) and any
regulations promulgated thereunder.
(iii) Accounting for Awards. The number of Shares covered by an Award
under the Plan, or to which such Award relates, shall be counted on the date
of grant of such Award against the number of Shares available for granting
Awards under the Plan.
(iv) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee may, in such
manner as it may deem equitable, adjust any or all of (i) the number and type
of Shares subject to the Plan and which thereafter may be made the subject of
Awards under the Plan, (ii) the number and type of Shares subject to
outstanding Awards, and (ii) the grant, purchase, or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options no such
adjustment shall be authorized to the extent that such authority would cause
the Plan to violate Section 422(b) of the Code (or any successor provision
thereto); and provided further that the number of Shares subject to an Award
shall always be a whole number. Notwithstanding the foregoing, Non-Qualified
Stock Options subject to grant or previously granted to Non-Employee Directors
under Section 6(b) of the Plan at the time of any event described in the
preceding sentence shall be subject to only such adjustments as shall be
necessary to maintain the relative proportionate interest represented thereby
immediately prior to any such event and to preserve, without exceeding, the
value of such Options.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-director of
the Company or of any Affiliate, who is not a member of the Committee shall be
eligible to be designated a Participating Key Employee. All Non-Employee
Directors shall receive Awards of Non-Qualified Stock Options as provided in
Section 6(b).
Section 6. Awards
(a) Option Awards to Key Employees. The Committee is hereby authorized to
grant Options to Key Employees with the terms and conditions as set forth
below and with such additional terms and conditions, in either case not
inconsistent with the provisions of the Plan, as the Committee shall determine.
(i) Exercise Price. The exercise price per Share of an Option granted
pursuant to this Section 6(a) shall be determined by the Committee; provided,
however, that such exercise price shall not be less than 100% of the Fair
Market Value of a Share on the date of grant of such Option.
(ii) Option Term. The term of each Option shall be fixed by the
Committee; provided, however, that in no event shall the term of any Option
exceed a period of ten years from the date of its grant.
(iii)Exercisability and Method of Exercise. An Option shall become
exercisable in such manner (including, without limitation, accelerated
exercisability in the event of Change of Control of the Company) and within
such period or periods and in such installments or otherwise as shall be
determined by the Committee. Unless the Committee shall otherwise determine
on or prior to the date of grant of an Option, such Option may be exercised,
in whole or in part, from and after the date it was granted in accordance with
the following schedule:
Cumulative Percentage of
Shares Subject
to Option Which May be
Purchased (which number of
Shares shall be rounded
Elapsed Period of Time down to the nearest whole
After Date Option is Granted number)
Less than One (1) Year 0%
One (1) Year 33-1/3%
Two (2) Years 66-2/3%
Three (3) Years 100%
The Committee also shall determine the method or methods by which, and the
form or forms, including, without limitation, cash, Shares, other securities,
other Awards, or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price, in
which payment of the exercise price with respect to any Option may be made or
deemed to have been made.
(iv) Incentive Stock Options. The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects with the provisions
of Section 422 of the Code (or any successor provision thereto) and any
regulations promulgated thereunder. Notwithstanding any provision in the Plan
to the contrary, no Incentive Stock Option may be granted hereunder after the
tenth anniversary of the adoption of the Plan by the Board of Directors of the
Company.
(b) Non-Qualified Stock Option Awards to Non-Employee Directors.
(i) Eligibility. Each Non-Employee Director shall automatically
be granted Non-Qualified Stock Options under the Plan in the manner set forth
in this Section 6(b). A Non-Employee Director may hold more than one Non-
Qualified Stock Option, but only on the terms and subject to any restrictions
set forth herein.
(ii) Annual Option Grants to Non-Employee Directors. Each Non-
Employee Director (if he or she continues to serve in such capacity) shall, on
the day following the annual meeting of shareholders in each year during the
time the Plan is in effect, automatically be granted a Non-Qualified Stock
Option to purchase 2,000 Shares (which number of Shares shall be subject to
adjustment in the manner provided in Section 4(b) hereof);provided, however,
that in no event shall Non-Qualified Stock Options be granted to Non-Employee
Directors under this Section 6(b) after April 20, 2000.
(iii) Grant Limitation. Notwithstanding the provisions of Section
6(b)(ii) hereof, Non-Qualified Stock Options shall be automatically granted
to Non-Employee Directors under the Plan only for so long as the Plan remains
in effect and a sufficient number of Shares are available hereunder for the
granting of such Options.
(iv) Exercise Price. The exercise price per Share for a Non-
Qualified Stock Option granted to a Non-Employee Director under the Plan shall
be equal to 100% of the "market value" of a Share on the date of grant of such
Option. The "market value" of a Share on the date of grant to the Non-
Employee Director shall be the last sale price per Share for the Shares on The
Nasdaq Stock Market on the trading date next preceding such grant date;
provided, however, that if the principal market for the Shares is then a
national securities exchange, the "market value" shall be the closing price
per Share for the Shares on the principal securities exchange on which the
Shares are traded on the trading date next preceding the date of grant, or, in
either case above, if no trading occurred on the trading date next preceding
the date on which the Non-Qualified Stock Option is granted, then the "market
price" per Share shall be determined with reference to the next preceding date
on which the Shares were traded.
(v) Exercisability of Options. Non-Qualified Stock Options
granted to Non-Employee Directors under the Plan shall become exercisable in
accordance with the following schedule:
Cumulative Percentage of
Shares Subject
to Option Which May be
Purchased (which number of
Shares shall be rounded
Elapsed Period of Time down to the nearest whole
After Date Option is Granted number)
Less than One (1) Year 0%
One (1) Year 33-1/3%
Two (2) Years 66-2/3%
Three (3) Years 100%
Notwithstanding the foregoing schedule, if a Non-Employee Director ceases to
be a director of the Company by reason of death, disability or retirement
within three (3) years after the date of grant or in the event of a Change of
Control of the Company within three (3) years after the date of grant, the
Option shall become immediately exercisable in full.
(vi) Termination of Options. Non-Qualified Stock Options granted
to Non-Employee Directors shall terminate on the earlier of:
(A) ten years after the date of grant; or
(B) twelve months after the Non-Employee Director ceases
to be a director of the Company for any reason,
including as a result of the Non-Employee Director's
death, disability or retirement.
(vii) Exercise of Options. A Non-Qualified Stock Option granted to
a Non-Employee Director may be exercised, subject to its terms and conditions
and the terms and conditions of the Plan, in full at any time or in part from
time to time by delivery to the Secretary of the Company at the Company's
principal office in West Bend, Wisconsin, of a written notice of exercise
specifying the number of shares with respect to which the Option is being
exercised. Any notice of exercise shall be accompanied by full payment of the
exercise price of the Shares being purchased (x) in cash or its equivalent;
(y) by tendering previously acquired Shares (valued at their "market value"
[as determined in accordance with Section 6(b)(iv)] as of the date of
exercise); or (z) by any combination of the means of payment set forth in
subparagraphs (x) and (y). For purposes of subparagraphs (y) and (z) above,
the term "previously acquired Shares" shall only include Shares owned by the
Non-Employee Director prior to the exercise of the Option for which payment is
being made and shall not include Shares which are being acquired pursuant to
the exercise of said Option. No shares will be issued until full payment
therefor has been made.
(c) General.
(i) No Consideration for Awards. Awards shall be granted to
Participating Key Employees without the requirement of cash consideration
unless otherwise determined by the Committee. Awards of Non-Qualified Stock
Options granted to Non-Employee Directors under Section 6(b) of the Plan shall
be granted for no cash consideration unless otherwise required by law.
(ii) Award Agreements. Each Award granted under the Plan shall be
evidenced by a Stock Option Agreement in such form (consistent with the terms
of the Plan) as shall have been approved by the Committee.
(iii) Awards May Be Granted Separately or Together. Awards to
Participating Key Employees under the Plan may be granted either alone or in
addition to, in tandem with, or in substitution for any other Award or any
award granted under any other plan of the Company or any Affiliate. Awards
granted in addition to or in tandem with other Awards, or in addition to or in
tandem with awards granted under any other plan of the Company or any
Affiliate, may be granted either at the same time as or at a different time
from the grant of such other Awards or awards.
(iv) Limits on Transfer of Awards. No Award, and no right under
any such Award, shall be assignable, alienable, salable, or transferable by a
Participating Key Employee or a Non-Employee Director otherwise than by will
or by the laws of descent and distribution; provided, however, that a
Participating Key Employee at the discretion of the Committee may, and a Non-
Employee Director shall, be entitled, in the manner established by the
Committee, to designate a beneficiary or beneficiaries to exercise his or her
rights, and to receive any property distributable, with respect to any Award
upon the death of the Participating Key Employee or the Non-Employee Director,
as the case may be. Each Award, and each right under any Award, shall be
exercisable, during the lifetime of the Participating Key Employee or the Non-
Employee Director, only by such individual or, if permissible under applicable
law, by such individual's guardian or legal representative. No Award, and no
right under any such Award, may be pledged, alienated, attached, or otherwise
encumbered, and any purported pledge, alienation, attachment, or encumbrance
thereof shall be void and unenforceable against the Company or any Affiliate.
(v) Term of Awards. Except as otherwise provided in the Plan,
the term of each Award shall be for such period as may be determined by the
Committee but the expiration date of an Award shall be not later than ten
years after the date such Award is granted.
(vi) Share Certificates; Representation. All certificates for
Shares delivered under the Plan pursuant to any Award or the exercise thereof
shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the Commission, any stock exchange or other market upon
which such Shares are then listed or traded, and any applicable federal or
state securities laws, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions. The Committee may require each Participating Key Employee, Non-
Employee Director or other Person who acquires Shares under the Plan by means
of an Award originally made to a Participating Key Employee or a Non-Employee
Director to represent to the Company in writing that such Participating Key
Employee, Non-Employee Director or other Person is acquiring the Shares
without a view to the distribution thereof.
Section 7. Amendment and Termination of the Plan; Correction of Defects and
Omissions
(a) Amendments to and Termination of the Plan. The Board of Directors of the
Company may at any time amend, alter, suspend, discontinue, or terminate the
Plan; provided, however, that the provisions of Section 6(b) of the Plan shall
not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules promulgated thereunder; and provided further that
shareholder approval of any amendment of the Plan shall also be obtained if
otherwise required by: (i) the rules and/or regulations promulgated under
Section 16 of the Exchange Act (in order for the Plan to remain qualified
under Rule 16b-3), (ii) the Code or any rules promulgated thereunder (in order
to allow for Incentive Stock Options to be granted under the Plan), or (iii)
the quotation or listing requirements of The Nasdaq Stock Market or any
principal securities exchange or market on which the Shares are then traded
(in order to maintain the quotation or listing of the Shares thereon).
Termination of the Plan shall not affect the rights of Participating Key
Employees or Non-Employee Directors with respect to Awards previously granted
to them, and all unexpired Awards shall continue in force and effect after
termination of the Plan except as they may lapse or be terminated by their own
terms and conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The Committee may
correct any defect, supply any omission, or reconcile any inconsistency in any
Award or Stock Option Agreement in the manner and to the extent it shall deem
desirable to carry the Plan into effect.
Section 8. General Provisions
(a) No Rights to Awards. No Key Employee, Participating Key Employee or
other Person (other than a Non-Employee Director to the extent provided in
Section 6(b) of the Plan) shall have any claim to be granted an Award under
the Plan, and there is no obligation for uniformity of treatment of Key
Employees, Participating Key Employees, or holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards need not be the same with
respect to each Participating Key Employee.
(b) Withholding. No later than the date as to which an amount first becomes
includible in the gross income of a Participating Key Employee for federal
income tax purposes with respect to any Award under the Plan, the
Participating Key Employee shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal, state,
local or foreign taxes of any kind required by law to be withheld with respect
to such amount. Unless otherwise determined by the Committee, withholding
obligations arising with respect to Awards to Participating Key Employees
under the Plan may be settled with Shares, including Shares that are part of,
or are received upon exercise of, the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and any Affiliate
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the Participating Key Employee. The
Committee may establish such procedures as it deems appropriate for the
settling of withholding obligations with Shares, including, without
limitation, the establishment of such procedures as may be necessary to
satisfy the requirements of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements
may be either generally applicable or applicable only in specific cases.
(d) Rights and Status of Recipients of Awards. The grant of an Award shall
not be construed as giving a Participating Key Employee the right to be
retained in the employ of the Company or any Affiliate. Further, the Company
or any Affiliate may at any time dismiss a Participating Key Employee from
employment, free from any liability, or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Stock Option Agreement.
The grant of an Award to a Non-Employee Director pursuant to Section 6(b) of
the Plan shall confer no right on such Non-Employee Director to continue as a
director of the Company. Except for rights accorded under the Plan and under
any applicable Stock Option Agreement, Participating Key Employees and Non-
Employee Directors shall have no rights as holders of Shares as a result of
the granting of Awards hereunder.
(e) Unfunded Status of the Plan. Unless otherwise determined by the
Committee, the Plan shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company and any Participating Key Employee,
any Non-Employee Director or other Person. To the extent any Person holds any
right by virtue of a grant under the Plan, such right (unless otherwise
determined by the Committee) shall be no greater than the right of an
unsecured general creditor of the Company.
(f) Governing Law. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Wisconsin and applicable federal law.
(g) Severability. If any provision of the Plan or any Stock Option Agreement
or any Award is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction, or as to any Person or Award, or would
disqualify the Plan, any Stock Option Agreement or any Award under any law
deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so construed
or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan, any Stock Option Agreement or the Award, such
provision shall be stricken as to such jurisdiction, Person, or Award, and the
remainder of the Plan, any such Stock Option Agreement and any such Award
shall remain in full force and effect.
(h) No Fractional Shares. No fractional Shares or other securities shall be
issued or delivered pursuant to the Plan, any Stock Option Agreement or any
Award, and the Committee shall determine (except as otherwise provided in the
Plan) whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Shares or other securities, or whether
such fractional Shares or other securities or any rights thereto shall be
canceled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan shall be effective on the date of adoption of the Plan by the
Board of Directors of the Company provided that the Plan is approved by the
shareholders of the Company within twelve months following the date of
adoption of the Plan by the Board of Directors. All Awards granted prior to
shareholder approval of the Plan shall be subject to such approval and shall
not be exercisable until after such approval.