EXHIBIT 10.4
THE
ANNTAYLOR STORES CORPORATION
2000 STOCK OPTION AND RESTRICTED
STOCK AWARD PLAN
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Table of Contents
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Section Page
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1. Purpose...................................................1
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2. Definitions...............................................1
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3. Administration............................................2
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4. Eligibility...............................................3
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5. Stock.....................................................4
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6. Terms and Conditions of Options...........................4
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7. Terms and Conditions of Restricted Stock Awards...........8
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8. Agreement by Grantee Regarding Withholding Taxes..........9
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9. Term of Plan.............................................10
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10. Amendment and Termination of the Plan...................10
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11. No Approval of Stockholders.............................10
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12. Miscellaneous...........................................10
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List of Defined Terms
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Page
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Acceleration Event............................................7
Board.........................................................2
Cause.........................................................1
Code..........................................................1
Committee.....................................................2
Common Stock..................................................1
Corporation...................................................1
Disability....................................................1
Executive Officer.............................................2
Fair Market Value.............................................2
Grantee.......................................................2
Grants........................................................3
Incentive Stock Option........................................1
Nonqualified Stock Options....................................1
Option........................................................2
Option Agreements.............................................3
Option Price..................................................3
Optionee......................................................4
Restricted Award Agreements...................................3
Restricted Period.............................................8
Restricted Share..............................................2
Restricted Stock Awards.......................................2
Subsidiary Corporation........................................2
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1
THE ANNTAYLOR STORES CORPORATION
2000 STOCK OPTION
AND RESTRICTED STOCK AWARD PLAN
1. Purpose.
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This 2000 Stock Option and Restricted Stock Award
Plan is intended to encourage stock ownership by eligible
employees of AnnTaylor Stores Corporation (the
"Corporation"), its divisions and Subsidiary Corporations, so
that they may acquire or increase their proprietary interest
in the Corporation, and to encourage such employees to remain
in the employ of the Corporation, its divisions and
Subsidiary Corporations, and to put forth maximum efforts for
the success of the business. It is further intended that no
Option granted pursuant to this Plan shall constitute an
"incentive stock option" ("Incentive Stock Option") within
the meaning of Section 422 of the Internal Revenue Code of
1986, as amended ("Code"), and all Options so granted shall
constitute "nonqualified stock options" ("Nonqualified Stock
Options").
2. Definitions.
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As used in this Plan, the following words and
phrases shall have the meanings indicated:
(a) "CAUSE" used in connection with the termination of
employment of a Grantee shall mean a termination of
employment of the Grantee by the Corporation or a division or
Subsidiary Corporation due to (i) the failure to render
services to the employer corporation in accordance with the
terms of such Grantee's employment, which failure amounts to
a material neglect of such Grantee's duties to the employer
corporation, (ii) the commission by the Grantee of an act of
fraud, misappropriation (including the unauthorized
disclosure of confidential or proprietary information) or
embezzlement, or (iii) a conviction of or guilty plea or
confession to any felony.
(b) "COMMON STOCK" shall mean shares of the
Corporation's Common Stock, par value $.0068 per share.
(c) "DISABILITY" shall mean a Grantee's inability to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can
be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than
twelve (12) months.
(d) "EXCHANGE ACT" shall mean the Securities Exchange
Act of 1934, as amended.
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(e) "EXECUTIVE OFFICER" shall have the meaning set
forth in Rule 16a-1(f) promulgated under the Exchange Act.
(f) "FAIR MARKET VALUE" per share as of a particular
date shall mean (i) the closing sales price per share of
Common Stock as reported on the New York Stock Exchange (or
if the shares of Common Stock are not then traded on such
exchange, on the principal national securities exchange on
which they are then traded) for the last preceding date on
which there was a sale of such Common Stock on such exchange,
or (ii) if the shares of Common Stock are not then traded on
a national securities exchange but are traded on an
over-the-counter market, the average of the closing bid and
asked prices for the shares of Common Stock in such
over-the-counter market for the last preceding date on which
there was a sale of such Common Stock in such market, or
(iii) if the shares of Common Stock are not then listed on a
national securities exchange or traded in an over-the-counter
market, such value as the Committee in its discretion may
determine.
(g) "GRANTEE" shall mean a person to whom an Option or
Restricted Stock Award has been granted.
(h) "OPTION" shall mean the right, granted to a Grantee
pursuant to Section 3, to purchase a specified number of
shares of Common Stock, on the terms and subject to the
restrictions set forth in this Plan and by the Committee upon
the grant of the Option to the Grantee.
(i) "RESTRICTED SHARE" shall mean a share of Common
Stock, awarded to a Grantee pursuant to Section 3, that is
subject to the terms and restrictions set forth in this Plan
and by the Committee upon the award of the Restricted Share
to the Grantee.
(j) "SUBSIDIARY CORPORATION" shall mean any corporation
(other than the Corporation) in an unbroken chain of
corporations beginning with the employer corporation if, at
the time of granting an Option or Restricted Stock Award,
each of the corporations other than the last corporation in
the unbroken chain owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
3. Administration.
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The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors of the
Corporation (the "Board"). The Committee shall consist of
two or more members of the Board.
The Committee shall have the authority in its
discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to
exercise all the powers and authorities either specifically
granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation,
the authority to grant Options and make awards of Restricted
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Shares ("Restricted Stock Awards" and sometimes collectively
with the grant of Options, "Grants"); to determine the
purchase price of the shares of Common Stock covered by each
Option (the "Option Price"); to determine the persons to
whom, and the time or times at which, Options and Restricted
Stock Awards shall be granted; to determine the number of
shares to be covered by each Option; and to determine the
number of Restricted Shares to be covered by each Restricted
Stock Award; to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the agreements (which
need not be identical) entered into in connection with grants
of Options ("Option Agreements") and Restricted Stock Awards
("Restricted Award Agreements"); and to make all other
determinations deemed necessary or advisable for the
administration of the Plan.
The determinations of the Committee shall be
binding and conclusive on all parties. The Committee may
delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable,
and the Committee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render
advice with respect to any responsibility the Committee or
such person may have under the Plan. The Committee shall
have the authority in its discretion to delegate to specified
officers of the Corporation the power to make Grants,
including to determine the terms of such Grants, and the
power to extend the exercisability of Options pursuant to
Section 6(h) or 6(g) hereof, in each case consistent with the
terms of this Plan and subject to such restrictions, if any,
as the Committee may specify when making such delegation.
The Board shall fill all vacancies, however caused,
in the Committee. The Board may from time to time appoint
additional members to the Committee, and may at any time
remove one or more Committee members and substitute others.
One member of the Committee shall be selected by the Board as
chairman. The Committee shall hold its meetings at such
times and places as it shall deem advisable. All
determinations of the Committee shall be made by a majority
of its members either present in person or participating by
conference telephone at any meeting or by written consent.
The Committee may appoint a secretary and make such rules and
regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings.
No member of the Board or Committee shall be liable
for any action taken or determination made in good faith with
respect to the Plan or any Grant made hereunder.
4. Eligibility.
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Options and Restricted Stock Awards may be granted
to employees of the Corporation or its present or future
divisions and Subsidiary Corporations who are not Executive
Officers. In determining the persons to whom Options and
Restricted Stock Awards shall be granted and the number of
shares to be covered by each Option, and the number of
Restricted Shares to be covered by each Restricted Stock
Award, the Committee shall take into account the duties of
the respective persons, their present and potential
contributions to the success of the Corporation and such
other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan. A
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person to whom an Option has been granted hereunder is
sometimes referred to herein as an "Optionee."
A Grantee shall be eligible to receive more than
one Grant during the term of the Plan, but only on the terms
and subject to the restrictions hereinafter set forth.
5. Stock.
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The shares of Common Stock subject to Options and
Restricted Stock Awards hereunder shall be shares that are
held by the Corporation as treasury shares. Subject to the
next sentence of this paragraph, the aggregate number of
shares of Common Stock as to which Options and Restricted
Stock may be granted from time to time under this Plan shall
not exceed 1,000,000, of which no more than 250,000 may be
granted as Restricted Stock. The limitations established by
the preceding sentences shall be subject to adjustment as
provided in Section 6(i) hereof.
If any shares subject to an Option Grant or
Restricted Stock Award are forfeited, canceled, exchanged or
surrendered or if a Grant otherwise terminates or expires
without a distribution of shares to the Grantee, the shares
of Common Stock with respect to such Grant shall, to the
extent of any such forfeiture, cancellation, exchange,
surrender, termination or expiration, again be available for
Grants under the Plan.
6. Terms and Conditions of Options.
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Each Option granted pursuant to the Plan shall be
evidenced by a written Option Agreement between the
Corporation and the Optionee, which agreement shall comply
with and be subject to the following terms and conditions
(and with such other terms and conditions not inconsistent
with the terms of this Plan as the Committee, in its
discretion, shall establish):
(a) NUMBER OF SHARES. Each Option Agreement shall
state the number of shares of Common Stock to which the
Option relates.
(b) TYPE OF OPTION. Each Option Agreement shall
specifically state that no portion of the Option constitutes
an Incentive Stock Option and the entire Option constitutes a
Nonqualified Stock Option.
(c) OPTION PRICE. Each Option Agreement shall
state the Option Price, which shall be not less than one
hundred percent (100%) of the Fair Market Value of the shares
of Common Stock of the Corporation on the date of grant of
the Option. The Option Price shall be subject to adjustment
as provided in Section 6(i) hereof. The date on which the
Committee adopts a resolution expressly granting an Option
shall be considered the day on which such Option is granted,
unless such resolution expressly provides for a specific
later date.
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(d) MEDIUM AND TIME OF PAYMENT. The Option Price
shall be paid in full, at the time of exercise, (i) in cash,
(ii) in shares of Common Stock having a Fair Market Value
equal to such Option Price, or (iii) in a combination of cash
and shares or (iv) in the sole discretion of the Committee,
through a cashless exercise procedure involving a broker,
provided that such method and time for payment shall be
permitted by and be in compliance with applicable law.
(e) TERM AND EXERCISE OF OPTIONS. Except as
provided in Section 6(i) hereof or unless otherwise
determined by the Committee, the shares covered by an Option
shall become exercisable over such period, in cumulative
installments or otherwise, or upon the satisfaction of such
performance goals or other conditions, as the Committee shall
determine; provided, however, that the Committee shall have
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the authority to accelerate the exercisability of all or any
portion of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems
appropriate, and provided further, however, that such exercise
period shall not exceed ten (10) years from the date of grant
of such Option. The exercise period shall be subject to
earlier termination as provided in Sections 6(f) and 6(g)
hereof. An Option may be exercised, as to any or all full
shares of Common Stock as to which the Option has become
exercisable, by giving written notice of such exercise to the
Committee; provided, however, that an Option may not be
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exercised at any one time as to fewer than 100 shares (or
such number of shares as to which the Option is then
exercisable if such number of shares is less than 100).
(f) TERMINATION. Except as provided in this
Section 6(f) and in Section 6(g) hereof, an Option may not be
exercised unless the Optionee is then in the employ of the
Corporation or one of its divisions or Subsidiary
Corporations, and unless the Optionee has remained
continuously so employed since the date of grant of the
Option.
In the event that the employment of an Optionee
shall terminate other than by reason of death, Disability or
Retirement, all Options theretofore granted to such Optionee
shall, to the extent not theretofore exercised or canceled,
terminate immediately upon such separation of employment;
provided, however, that the Committee may in its discretion
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extend the period for exercise of Options that were
exercisable at the time of separation of employment to a date
later than such separation date, but in any event not beyond
the date on which the Option would otherwise expire pursuant
to Section 6(a) hereof.
Nothing in the Plan or in any Option granted
pursuant hereto shall confer upon an individual any right to
continue in the employ of the Corporation or any of its
divisions or Subsidiary Corporations or interfere in any way
with the right of the Corporation or any such division or
Subsidiary Corporation to terminate such employment.
(g) DEATH, DISABILITY OR RETIREMENT OF OPTIONEE.
If an Optionee shall die while employed by the Corporation or
a Subsidiary Corporation, or if the Optionee's employment
shall terminate by reason of Disability or Retirement, all
Options theretofore granted to such Optionee, to the extent
exercisable on the date of death or separation, may be
exercised by the Optionee or by the Optionee's estate or by a
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person who acquired the right to exercise such Option by
bequest or inheritance or otherwise by reason of the death or
Disability of the Optionee, at any time within three (3)
years after the date of death or termination by reason of
Disability or Retirement, or at such later time as the
Committee may in its discretion determine, but in any event
not beyond the date on which the Option would otherwise
expire pursuant to Section 6(e) hereof.
(h) NONTRANSFERABILITY OF OPTIONS. Options
granted under the Plan shall not be transferable otherwise
than by will or by the laws of descent and distribution, and
Options may be exercised, during the lifetime of the Options,
only by the Optionee or by his guardian or legal
representative.
(i) EFFECT OF CERTAIN CHANGES.
(1) If there is any change in the shares of
Common Stock through the declaration of stock dividends,
distributions made with respect to shares of Common
Stock, recapitalizations, restructurings, stock splits,
or combinations or exchanges of such shares, or the
like, then the number of shares of Common Stock or other
securities available for Options, the kind and amount of
shares and other securities covered by outstanding
Options, and/or the Option Price, as appropriate, shall
be adjusted as necessary to reflect equitably such
change in the shares of Common Stock; provided, however,
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that any fractional shares resulting from such
adjustment shall be eliminated.
(2) If, while unexercised Options remain
outstanding under the Plan:
(A) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act),
other than the Corporation, any person who on the
date hereof is a director or officer of the
Corporation, any trust or other fiduciary holding
securities under an employee benefit plan of the
Corporation, or any corporation owned, directly or
indirectly, by the stockholders of the Corporation
in substantially the same proportions as their
ownership of stock of the Corporation, is or
becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation
representing 20% or more of the combined voting
power of the Corporation's then outstanding
securities;
(B) during any period of not more than
two consecutive years, individuals who at the
beginning of such period constitute the Board, and
any new director (other than a director designated
by a person who has entered into an agreement with
the Corporation to effect a transaction described
in clause (A) or (C) of this Section 7(i)(2)) whose
election by the Board or nomination for election by
the Corporation's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at
the beginning of the period or whose election or
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nomination for election was previously so approved,
cease for any reason to constitute at least a
majority thereof; or
(C) the stockholders of the Corporation
approve a merger or consolidation of the
Corporation with any other entity other than a
merger or consolidation which would result in the
voting securities of the Corporation outstanding
immediately prior thereto continuing to represent
(either by remaining outstanding or by being
converted into voting securities of the surviving
entity) more than 80% of the combined voting power
of the voting securities of the Corporation or such
surviving entity outstanding immediately after such
merger or consolidation, or the stockholders of the
Corporation approve a plan of complete liquidation
of the Corporation or an agreement for the sale or
disposition by the Corporation of all or
substantially all of the Corporation's assets
(each, an "Acceleration Event"), then all Options not
theretofore exercisable by their terms shall become
exercisable in full. Following the Acceleration Event,
the Committee shall provide for the cancellation of all
Options then outstanding. Upon such cancellation, the
Corporation shall make, in exchange therefor, a cash
payment for any such Option in an amount per share equal
to the difference between the per share exercise price
of such Option and the Fair Market Value of a share of
Common Stock on the date during the prior sixty-day
period that produces the highest Fair Market Value.
(3) In the event of a change in the Common
Stock of the Corporation as presently constituted which
is limited to a change of all of its authorized shares
with par value into the same number of shares with a
different par value or without par value, the shares
resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.
(4) The foregoing adjustments shall be made
by the Committee, whose determination in that respect
shall be final, binding and conclusive.
(5) Except as hereinbefore expressly provided
in this Section 6(i), the Optionee shall have no rights
by reason of any subdivision or consolidation of shares
of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number
of shares of stock of any class or by reason of any
dissolution, liquidation, merger, or consolidation or
spin-off of assets or stock of another corporation; and
any issue by the Corporation of shares of stock of any
class, or securities convertible into shares of stock of
any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or
price of shares of Common Stock subject to the Option.
The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Corporation
to make adjustments, reclassifications, reorganizations
or changes of its capital or business structures or to
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merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or part of its business or assets.
(j) RIGHTS AS A STOCKHOLDER. An Optionee or a
transferee of an Option shall have no rights as a stockholder
with respect to any shares covered by the Option until the
date of the issuance of a stock certificate for such shares.
No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property)
or distribution of other rights for which the record date it,
prior to the date such stock certificate is issued, except as
provided in Section 6(i) hereof.
(k) OTHER PROVISIONS. The Option Agreements
authorized under the Plan shall contain such other
provisions, including without limitation the imposition of
restrictions upon the exercise of an Option, as the Committee
shall deem advisable.
7. Terms and Conditions of Restricted Stock Awards.
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Each Restricted Stock Award granted under the Plan
shall be evidenced by a written Restricted Award Agreement
between the Corporation and the Grantee, which agreement
shall comply with, and be subject to, the following terms and
conditions (and with such other terms and conditions not
inconsistent with the terms of this Plan as the Committee, in
its discretion, shall establish):
(a) NUMBER OF SHARES. The Committee shall
determine the number of Restricted Shares to be awarded to a
Grantee pursuant to the Restricted Stock Award.
(b) NONTRANSFERABLITY. Except as set forth in
subsections (f) and (g) of this Section 7, a Grantee may not
sell, assign, transfer, pledge, hypothecate or otherwise
dispose of any Restricted Shares awarded to said Grantee
under this Plan, or any interest therein, except by will or
the laws of descent and distribution, for a period of five
years, or such shorter period as the Committee shall
determine, from the date on which the award is granted. The
Committee may also in its discretion impose such other
restrictions and conditions on Restricted Shares awarded as
it deems appropriate. In determining that Restricted Period
of an award, the Committee may provide that the restrictions
shall lapse with respect to specified percentages of the
awarded shares on successive, anniversaries of the date of
such award or upon the satisfaction of such other conditions
as the Committee may impose. In no event shall the
Restricted Period end with respect to a Restricted Stock
Award prior to the satisfaction by the Grantee of any
liability arising under Section 8 hereof. Any attempt to
dispose of any Restricted Shares in contravention of any such
restrictions shall be null and void and without effect. The
period during which such restrictions on transfer, and such
other restrictions as the Committee may impose, are in effect
is referred to as the "Restricted Period".
(c) CERTIFICATES REPRESENTING RESTRICTED SHARES.
The Corporation shall not be required to issue stock
certificates representing Restricted Shares awarded to a
Grantee until the Restricted Period related to such shares
has lapsed. If any stock certificates representing
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Restricted Shares awarded pursuant to a Restricted Stock
Award are issued prior to the lapse of the Restricted Period,
such stock certificate shall bear an appropriate legend
referring to such restrictions. Such certificates may be
retained by the Corporation during the Restricted Period.
(d) TERMINATION. If the Grantee's continuous
employment with the Corporation or any of its divisions or
Subsidiary Corporations shall terminate for any reason prior
to the expiration of the Restricted Period applicable to any
Restricted Shares granted to such Grantee, or prior to the
satisfaction of any other conditions established by the
Committee applicable to such Grant, any such Restricted
Shares then remaining subject to restrictions (after taking
into account the provisions of subsections (f) and (g) of
this Section 7) shall thereupon be forfeited by the Grantee
and any such Restricted Shares shall be transferred to, and
reacquired by, the Corporation or its Subsidiary Corporation
at no cost to the Corporation of the Subsidiary Corporation.
In such event, the Grantee, or in the event of his death, his
personal representative, shall, with respect to any such
shares, forthwith deliver to the Secretary of the Corporation
any stock certificates in the possession of the Grantee or
the Grantee's representative representing the Restricted
Shares remaining subject to such restrictions, accompanied by
such instruments of transfer, if any, as may reasonably be
required by the Secretary of the Corporation.
(e) RIGHTS AS A STOCKHOLDER. Upon receipt by a
Grantee of a Restricted Stock Award, the Grantee shall
possess all incidents of ownership of the Restricted Shares
(subject to subsection (b) of this Section 7), including the
right to receive or reinvest dividends with respect to such
shares and to vote such shares.
(f) EFFECT OF CERTAIN CHANGES. The number of
Restricted Shares subject to a Grant shall be appropriately
adjusted by the Committee in the event of any change in the
shares of Common Stock set forth in Section 6(i)(1). Upon
the occurrence of an Acceleration Event, as defined in
Section 6(i)(2), all restrictions then outstanding with
respect to a Restricted Stock Award shall automatically
expire and be of no further force and effect.
(g) OTHER PROVISIONS. The Committee shall have
the authority (and the Restricted Award Agreement may so
provide) to cancel all or any portion of any outstanding
restrictions and conditions prior to the expiration of the
Restricted Period with respect to all or part of a Restricted
Stock Award on such terms and conditions as the Committee may
deem appropriate. The Restricted Award Agreements authorized
under this Plan shall contain such other provisions not
inconsistent with the terms hereof as the Committee shall
deem advisable.
8. Agreement by Grantee Regarding Withholding Taxes.
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When a Grantee or other person becomes entitled to
receive shares of Common Stock pursuant to the exercise of an
Option or upon the lapse of restrictions relating to a
Restricted Stock Award, the Corporation shall have the right
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to require the Grantee or such other person to pay to the
Corporation the minimum amount of any taxes that the
Corporation may be required to withhold before delivery to
such Grantee or other person of a certificate or certificates
representing such shares.
Unless otherwise prohibited by the Committee or by
applicable law, a Grantee may satisfy any such withholding
tax obligation by any of the following methods, or by a
combination of such methods: (a) tendering a cash payment;
(b) authorizing the Corporation to withhold from the shares
of Common Stock otherwise issuable to such Grantee (or, in
the case of a Restricted Stock Award, from the shares with
respect to which the restrictions shall have lapsed) shares
having an aggregate Fair Market Value, determined as of the
date the withholding tax obligation arises, less than or
equal to the required minimum amount of the total withholding
tax obligation; or (c) delivering to the Corporation
previously acquired shares of Common Stock (none of which
shares may be subject to any claim, lien, security interest,
community property right or other right of spouses or present
or former family members, pledge, option, voting agreement or
other restriction or encumbrance of any nature, whatsoever)
having an aggregate Fair Market Value, determined as of the
date the withholding tax obligation arises, less than or
equal to the amount of the total withholding tax obligation.
9. Term of Plan.
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The term of this Plan is ten (10) years from the
date the Plan was originally adopted by the Board. No Option
or Restricted Stock Award shall be granted pursuant to this
Plan later than March 10, 2010, but Options and Restricted
Stock Awards theretofore granted may extend beyond that date
in accordance with their terms.
10. Amendment and Termination of the Plan.
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The Board may, at any time and from time to time,
suspend, terminate, modify or amend the Plan. Except as
provided in Section 6 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect
any Grant previously made, unless the written consent of the
Grantee is obtained.
11. No Approval of Stockholders.
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The Plan shall take effect upon its adoption by the
Board of Directors and shall not be subject to the approval
of the holders of shares of Common Stock of the Corporation.
12. Miscellaneous.
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(a) Effect of Headings. The section and
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subsection headings contained herein are for convenience only
and shall not affect the construction hereof.
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(b) Compliance with Legal Requirements. The Plan
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and the other obligations of the Corporation under the Plan
and any agreement shall be subject to all applicable federal
and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required.
The Corporation, in its discretion, may postpone the issuance
or delivery of Common Stock under any Grant as the
Corporation may consider appropriate, and may require any
Grantee to make such representations and furnish such
information as it may consider appropriate in connection with
the issuance or delivery of Common Stock in compliance with
applicable laws, rules and regulations.
(c) No Right To Continued Employment. Nothing in
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the Plan or in any agreement entered into pursuant hereto
shall confer upon any Grantee the right to continue in the
employ of the Corporation or any of its divisions or
Subsidiary Corporations, to be entitled to any remuneration
or benefits not set forth in the Plan or such agreement or to
interfere with or limit in any way the right of the
Corporation or such division or Subsidiary Corporation to
terminate such Grantee's employment.
(d) Grantee Rights. No Grantee shall have any
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claim to be made any Grant under the Plan, and there is no
obligation for uniformity of treatment for Grantees. Except
as provided specifically herein, a Grantee or a transferee of
a Grant shall have no rights as a stockholder with respect to
any shares covered by any Grant until the date of the
issuance of a stock certificate for such shares.
(e) Beneficiary. A Grantee may file with the
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Committee a written designation of a beneficiary on such form
as may be prescribed by the Committee and may, from time to
time, amend or revoke such designation. If no designated
beneficiary survives the Grantee, the executor or
administrator of the Grantee's estate shall be deemed to be
the Grantee's beneficiary.
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