Exhibit 10.11
STRATUS PROPERTIES INC.
1998 STOCK OPTION PLAN
SECTION 1
Purpose. The purpose of the Stratus Properties Inc. 1998
Stock Option Plan (the "Plan") is to motivate and reward key
employees, consultants and advisers by giving them a proprietary
interest in the Company's continued success.
SECTION 2
Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:
"Award" shall mean any Option, Stock Appreciation Right,
Limited Right or Other Stock-Based Award.
"Award Agreement" shall mean any notice of grant, written
agreement, contract or other instrument or document evidencing
any Award, which may, but need not, be executed or acknowledged
by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
"Committee" shall mean a committee of the Board designated
by the Board to administer the Plan and composed of not fewer
than two directors, each of whom, to the extent necessary to
comply with Rule 16b-3 only, is a "non-employee director" within
the meaning of Rule 16b-3 and, to the extent necessary to comply
with Section 162(m) only, is an "outside director" under Section
162(m). Until otherwise determined by the Board, the Committee
shall be the Corporate Personnel Committee of the Board.
"Company" shall mean Stratus Properties Inc.
"Designated Beneficiary" shall mean the beneficiary
designated by the Participant, in a manner determined by the
Committee, to receive the benefits due the Participant under the
Plan in the event of the Participant's death. In the absence of
an effective designation by the Participant, Designated
Beneficiary shall mean the Participant's estate.
"Eligible Individual" shall mean (i) any person providing
services as an officer of the Company or a Subsidiary, whether or
not employed by such entity, including any such person who is
also a director of the Company, (ii) any employee of the Company
or a Subsidiary, including any director who is also an employee
of the Company or a Subsidiary, (iii) any officer or employee of
an entity with which the Company has contracted to receive
executive, management or legal services who provides services to
the Company or a Subsidiary through such arrangement, (iv) any
consultant or adviser to the Company, a Subsidiary or to an
entity described in clause (iii) hereof who provides services to
the Company or a Subsidiary through such arrangement and (v) any
person who has agreed in writing to become a person
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described in
clauses (i), (ii), (iii) or (iv) within not more than 30 days
following the date of grant of such person's first Award under
the Plan.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
"Incentive Stock Option" shall mean an option granted under
Section 6 of the Plan that is intended to meet the requirements
of Section 422 of the Code or any successor provision thereto.
"Limited Right" shall mean any right granted under Section 8
of the Plan.
"Nonqualified Stock Option" shall mean an option granted
under Section 6 of the Plan that is not intended to be an
Incentive Stock Option.
"Offer" shall mean any tender offer, exchange offer or
series of purchases or other acquisitions, or any combination of
those transactions, as a result of which any person, or any two
or more persons acting as a group, and all affiliates of such
person or persons, shall beneficially own more than 40% of all
classes and series of the Company's stock outstanding, taken as a
whole, that has voting rights with respect to the election of
directors of the Company (not including any series of preferred
stock of the Company that has the right to elect directors only
upon the failure of the Company to pay dividends).
"Offer Price" shall mean the highest price per Share paid in
any Offer that is in effect at any time during the period
beginning on the ninetieth day prior to the date on which a
Limited Right is exercised and ending on and including the date
of exercise of such Limited Right. Any securities or property
that comprise all or a portion of the consideration paid for
Shares in the Offer shall be valued in determining the Offer
Price at the higher of (i) the valuation placed on such
securities or property by the person or persons making such
Offer, or (ii) the valuation, if any, placed on such securities
or property by the Committee or the Board.
"Option" shall mean an Incentive Stock Option or a
Nonqualified Stock Option.
"Other Stock-Based Award" shall mean any right or award
granted under Section 9 of the Plan.
"Participant" shall mean any Eligible Individual granted an
Award under the Plan.
"Person" shall mean any individual, corporation,
partnership, association, joint-stock company, trust,
unincorporated organization, government or political subdivision
thereof or other entity.
"Rule 16b-3" shall mean Rule 16b-3 under the Exchange Act,
or any successor rule or regulation thereto as in effect from
time to time.
"SAR" shall mean any Stock Appreciation Right.
"SEC" shall mean the Securities and Exchange Commission,
including the staff thereof, or any successor thereto.
"Section 162(m)" shall mean Section 162(m) of the Code and
all regulations promulgated thereunder as in effect from time to
time.
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"Shares" shall mean the shares of Common Stock, par value
$0.01 per share, of the Company and such other securities of the
Company or a Subsidiary as the Committee may from time to time
designate.
"Stock Appreciation Right" shall mean any right granted
under Section 7 of the Plan.
"Subsidiary" shall mean (i) any corporation or other entity
in which the Company possesses directly or indirectly equity
interests representing at least 50% of the total ordinary voting
power or at least 50% of the total value of all classes of equity
interests of such corporation or other entity and (ii) any other
entity in which the Company has a direct or indirect economic
interest that is designated as a Subsidiary by the Committee.
SECTION 3
(a) Administration. The Plan shall be administered by
the Committee. Subject to the terms of the Plan and applicable
law, and in addition to other express powers and authorizations
conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to an
Eligible Individual; (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; (iv)
determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may
be settled or exercised in cash, whole Shares, other whole
securities, other Awards, other property or other cash amounts
payable by the Company upon the exercise of that or other Awards,
or canceled, forfeited or suspended and the method or methods by
which Awards may be settled, exercised, canceled, forfeited or
suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable by the Company with respect
to an Award shall be deferred either automatically or at the
election of the holder thereof or of the Committee; (vii)
interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (viii) 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 (ix) 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
Subsidiary, any Participant, any holder or beneficiary of any
Award, any stockholder of the Company and any Eligible
Individual.
(b) Delegation. Subject to the terms of the Plan and
applicable law, the Committee may delegate to one or more
officers of the Company the authority, subject to such terms and
limitations as the Committee shall determine, to grant Awards to,
or to cancel, modify or waive rights with respect to, or to
alter, discontinue, suspend, or terminate Awards held by,
Eligible Individuals who are not officers or directors of the
Company for purposes of Section 16 of the Exchange Act, or any
successor section thereto, or who are otherwise not subject to
such Section.
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SECTION 4
Eligibility. Any Eligible Individual shall be eligible to
be granted an Award.
SECTION 5
(a) Shares Available for Awards. Subject to
adjustment as provided in Section 5(b):
(i) Calculation of Number of Shares Available.
(A) The number of Shares with respect to
which Awards payable in Shares may be granted under the Plan
shall be 850,000, plus, to the extent authorized by the Board,
the number of Shares reacquired by the Company in the open market
or in private transactions for an aggregate price no greater than
the cash proceeds received by the Company from the exercise of
options granted under the Plan. Awards that by their terms may
be settled only in cash shall not be counted against the maximum
number of Shares provided herein.
(B) Grants of Stock Appreciation Rights,
Limited Rights and Other Stock-Based Awards not granted in tandem
with Options and payable only in cash may relate to no more than
850,000 Shares.
(C) Any Shares granted under the Plan that
are forfeited because of failure to meet an Award contingency or
condition shall again be available for grant pursuant to new
Awards under the Plan.
(D) To the extent any Shares covered by an
Award are not issued because the Award is forfeited or canceled
or the Award is settled in cash, such Shares shall again be
available for grant pursuant to new Awards under the Plan.
(E) To the extent that Shares are delivered
to pay the exercise price of an Option or are delivered or
withheld by the Company in payment of the withholding taxes
relating to an Award, the number of Shares so delivered or
withheld shall become Shares with respect to which Awards may be
granted.
(ii) Substitute Awards. Any Shares delivered by
the Company, any Shares with respect to which Awards are made by
the Company, or any Shares with respect to which the Company
becomes obligated to make Awards, through the assumption of, or
in substitution for, outstanding awards previously granted by an
acquired company or a company with which the Company combines,
shall not be counted against the Shares available for Awards
under the Plan.
(iii) Sources of Shares Deliverable Under
Awards. Any Shares delivered pursuant to an Award may consist of
authorized and unissued Shares or of treasury Shares, including
Shares held by the Company or a Subsidiary and Shares acquired in
the open market or otherwise obtained by the Company or a
Subsidiary.
(iv) Individual Limit. Any provision of the Plan
to the contrary notwithstanding, no individual may receive in any
year Awards under the Plan, whether payable in cash or Shares,
that relate to more than 250,000 Shares.
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(b) Adjustments. In the event that the Committee
determines that any dividend or other distribution (whether in
the form of cash, Shares, Subsidiary securities, 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 to
prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the
Committee may, in its sole discretion and in such manner as it
may deem equitable, adjust any or all of (i) the number and type
of Shares (or other securities or property) with respect to which
Awards may be granted, (ii) the number and type of Shares (or
other securities or property) subject to outstanding Awards, and
(iii) the grant or exercise price with respect to any Award and,
if deemed appropriate, make provision for a cash payment to the
holder of an outstanding Award and, if deemed appropriate, adjust
outstanding Awards to provide the rights contemplated by Section
9(b) hereof; provided, 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)(1) of the Code or any successor provision thereto
and, with respect to all Awards under the Plan, no such
adjustment shall be authorized to the extent that such authority
would be inconsistent with the requirements for full
deductibility under Section 162(m); and provided further, that
the number of Shares subject to any Award denominated in Shares
shall always be a whole number.
SECTION 6
(a) Stock Options. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to
determine the Eligible Individuals to whom Options shall be
granted, the number of Shares to be covered by each Option, the
option price therefor and the conditions and limitations
applicable to the exercise of the Option. The Committee shall
have the authority to grant Incentive Stock Options, Nonqualified
Stock Options or both. In the case of Incentive Stock Options,
the terms and conditions of such grants shall be subject to and
comply with such rules as may be required by Section 422 of the
Code, as from time to time amended, and any implementing
regulations. Except in the case of an Option granted in
assumption of or substitution for an outstanding award of a
company acquired by the Company or with which the Company
combines, the exercise price of any Option granted under this
Plan shall not be less than 100% of the fair market value of the
underlying Shares on the date of grant.
(b) Exercise. Each Option shall be exercisable at
such times and subject to such terms and conditions as the
Committee may, in its sole discretion, specify in the applicable
Award Agreement or thereafter, provided, however, that in no
event may any Option granted hereunder be exercisable after the
expiration of 10 years after the date of such grant. The
Committee may impose such conditions with respect to the exercise
of Options, including without limitation, any condition relating
to the application of Federal or state securities laws, as it may
deem necessary or advisable.
(c) Payment. No Shares shall be delivered pursuant to
any exercise of an Option until payment in full of the option
price therefor is received by the Company. Such payment may be
made in cash, or its equivalent, or, if and to the extent
permitted by the Committee, by applying cash amounts payable by
the Company upon the exercise of such Option or other Awards by
the holder thereof or by exchanging whole Shares owned by such
holder (which are not the subject of any pledge or other security
interest), or by a combination of the foregoing, provided that
the combined value of all
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cash, cash equivalents, cash amounts so
payable by the Company upon exercises of Awards and the fair
market value of any such whole Shares so tendered to the Company,
valued (in accordance with procedures established by the
Committee) as of the effective date of such exercise, is at least
equal to such option price.
SECTION 7
(a) Stock Appreciation Rights. Subject to the
provisions of the Plan, the Committee shall have sole and
complete authority to determine the Eligible Individuals to whom
Stock Appreciation Rights shall be granted, the number of Shares
to be covered by each Award of Stock Appreciation Rights, the
grant price thereof and the conditions and limitations applicable
to the exercise thereof. Stock Appreciation Rights may be
granted in tandem with another Award, in addition to another
Award, or freestanding and unrelated to any other Award. Stock
Appreciation Rights granted in tandem with or in addition to an
Option or other Award may be granted either at the same time as
the Option or other Award or at a later time. Stock Appreciation
Rights shall not be exercisable after the expiration of 10 years
after the date of grant. Except in the case of a Stock
Appreciation Right granted in assumption of or substitution for
an outstanding award of a company acquired by the Company or with
which the Company combines, the grant price of any Stock
Appreciation Right granted under this Plan shall not be less than
100% of the fair market value of the Shares covered by such Stock
Appreciation Right on the date of grant or, in the case of a
Stock Appreciation Right granted in tandem with a then
outstanding Option or other Award, on the date of grant of such
related Option or Award.
(b) A Stock Appreciation Right shall entitle the
holder thereof to receive upon exercise, for each Share to which
the SAR relates, an amount equal to the excess, if any, of the
fair market value of a Share on the date of exercise of the Stock
Appreciation Right over the grant price. Any Stock Appreciation
Right shall be settled in cash, unless the Committee shall
determine at the time of grant of a Stock Appreciation Right that
it shall or may be settled in cash, Shares or a combination of
cash and Shares.
SECTION 8
(a) Limited Rights. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to
determine the Eligible Individuals to whom Limited Rights shall
be granted, the number of Shares to be covered by each Award of
Limited Rights, the grant price thereof and the conditions and
limitations applicable to the exercise thereof. Limited Rights
may be granted in tandem with another Award, in addition to
another Award, or freestanding and unrelated to any Award.
Limited Rights granted in tandem with or in addition to an Award
may be granted either at the same time as the Award or at a later
time. Limited Rights shall not be exercisable after the
expiration of 10 years after the date of grant and shall only be
exercisable during a period determined at the time of grant by
the Committee beginning not earlier than one day and ending not
more than ninety days after the expiration date of an Offer.
Except in the case of a Limited Right granted in assumption of or
substitution for an outstanding award of a company acquired by
the Company or with which the Company combines, the grant price
of any Limited Right granted under this Plan shall not be less
than 100% of the fair market value of the Shares covered by such
Limited Right on the date of grant or, in the case of a Limited
Right granted in tandem with a then outstanding Option or other
Award, on the date of grant of such related Option or Award.
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(b) A Limited Right shall entitle the holder thereof
to receive upon exercise, for each Share to which the Limited
Right relates, an amount equal to the excess, if any, of the
Offer Price on the date of exercise of the Limited Right over the
grant price. Any Limited Right shall be settled in cash, unless
the Committee shall determine at the time of grant of a Limited
Right that it shall or may be settled in cash, Shares or a
combination of cash and Shares.
SECTION 9
(a) Other Stock-Based Awards. The Committee is hereby
authorized to grant to Eligible Individuals an "Other Stock-Based
Award", which shall consist of an Award, the value of which is
based in whole or in part on the value of Shares, that is not an
instrument or Award specified in Sections 6 through 8 of this
Plan. Other Stock-Based Awards may be awards of Shares or may be
denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible or
exchangeable into or exercisable for Shares), as deemed by the
Committee consistent with the purposes of the Plan. The
Committee shall determine the terms and conditions of any such
Other Stock-Based Award and may provide that such awards would be
payable in whole or in part in cash. Except in the case of an
Other Stock-Based Award granted in assumption of or in
substitution for an outstanding award of a company acquired by
the Company or with which the Company combines, the price at
which securities may be purchased pursuant to any Other
Stock-Based Award granted under this Plan, or the provision, if
any, of any such Award that is analogous to the purchase or
exercise price, shall not be less than 100% of the fair market
value of the securities to which such Award relates on the date
of grant.
(b) Dividend Equivalents. In the sole and complete
discretion of the Committee, an Award, whether made as an Other
Stock-Based Award under this Section 9 or as an Award granted
pursuant to Sections 6 through 8 hereof, may provide the holder
thereof with dividends or dividend equivalents, payable in cash,
Shares, Subsidiary securities, other securities or other property
on a current or deferred basis.
SECTION 10
(a) Amendments to the Plan. The Board may amend,
suspend or terminate the Plan or any portion thereof at any time,
provided that no amendment shall be made without stockholder
approval if such approval is necessary to comply with any tax or
regulatory requirement, including for these purposes any approval
necessary to qualify Awards as "performance based" compensation
under Section 162(m) or any successor provision if such
qualification is deemed necessary or advisable by the Committee.
Notwithstanding anything to the contrary contained herein, the
Committee may amend the Plan in such manner as may be necessary
for the Plan to conform with local rules and regulations in any
jurisdiction outside the United States.
(b) Amendments to Awards. The Committee may amend,
modify or terminate any outstanding Award at any time prior to
payment or exercise in any manner not inconsistent with the terms
of the Plan, including without limitation, to change the date or
dates as of which an Award becomes exercisable. Notwithstanding
the foregoing, no amendment, modification or termination may
impair the rights of a holder of an Award under such Award
without the consent of the holder.
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(c) Adjustment of Awards Upon the Occurrence of
Certain Unusual or Nonrecurring Events. The Committee is hereby
authorized to make adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events
described in Section 5(b) hereof) affecting the Company, or the
financial statements of the Company or any Subsidiary, or of
changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such
adjustments are appropriate to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available
under the Plan.
(d) Cancellation. Any provision of this Plan or any
Award Agreement to the contrary notwithstanding, the Committee
may cause any Award granted hereunder to be canceled in
consideration of a cash payment or alternative Award made to the
holder of such canceled Award equal in value to such canceled
Award. The determinations of value under this subparagraph shall
be made by the Committee in its sole discretion.
SECTION 11
(a) Award Agreements. Each Award hereunder shall be
evidenced by a writing delivered to the Participant that shall
specify the terms and conditions thereof and any rules applicable
thereto, including but not limited to the effect on such Award of
the death, retirement or other termination of employment of the
Participant and the effect thereon, if any, of a change in
control of the Company.
(b) Withholding. (i) A Participant may be required to
pay to the Company, and the Company shall have the right to
deduct from all amounts paid to a Participant (whether under the
Plan or otherwise), any taxes required by law to be paid or
withheld in respect of Awards hereunder to such Participant. The
Committee may provide for additional cash payments to holders of
Awards to defray or offset any tax arising from the grant,
vesting, exercise or payment of any Award.
(ii) At any time that a Participant is required
to pay to the Company an amount required to be withheld under the
applicable tax laws in connection with the issuance of shares of
Common Stock under the Plan, the Participant may, if permitted by
the Committee, satisfy this obligation in whole or in part by
electing (the "Election") to have the Company withhold from the
issuance shares of Common Stock having a value equal to the
amount required to be withheld. The value of the shares withheld
shall be based on the fair market value of the Common Stock on
the date that the amount of tax to be withheld shall be
determined in accordance with applicable tax laws (the "Tax
Date").
(iii) Each Election must be made prior to the Tax
Date. The Committee may suspend or terminate the right to make
Elections at any time.
(iv) A Participant may also satisfy his or her
total tax liability related to the Award by delivering Shares
owned by the Participant. The value of the Shares delivered
shall be based on the fair market value of the Shares on the Tax
Date.
(c) Transferability. No Awards granted hereunder may
be transferred, pledged, assigned or otherwise encumbered by a
Participant except: (i) by will; (ii) by the laws of descent and
distribution; (iii) pursuant to a domestic relations order, as
defined in the Code, if permitted by the
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Committee and so
provided in the Award Agreement or an amendment thereto; or (iv)
if permitted by the Committee and so provided in the Award
Agreement or an amendment thereto, Options and Limited Rights
granted in tandem therewith may be transferred or assigned (a) to
Immediate Family Members, (b) to a partnership in which Immediate
Family Members, or entities in which Immediate Family Members are
the owners, members or beneficiaries, as appropriate, are the
partners, (c) to a limited liability company in which Immediate
Family Members, or entities in which Immediate Family Members are
the owners, members or beneficiaries, as appropriate, are the
members, or (d) to a trust for the benefit of Immediate Family
Members; provided, however, that no more than a de minimus
beneficial interest in a partnership, limited liability company
or trust described in (b), (c) or (d) above may be owned by a
person who is not an Immediate Family Member or by an entity that
is not beneficially owned solely by Immediate Family Members.
"Immediate Family Members" shall be defined as the spouse and
natural or adopted children or grandchildren of the Participant
and their spouses. To the extent that an Incentive Stock Option
is permitted to be transferred during the lifetime of the
Participant, it shall be treated thereafter as a Nonqualified
Stock Option. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of Awards, or levy of
attachment or similar process upon Awards not specifically
permitted herein, shall be null and void and without effect. The
designation of a Designated Beneficiary shall not be a violation
of this Section 11(c).
(d) Share Certificates. All certificates for Shares
or other securities 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 SEC, any stock exchange upon which such
Shares or other securities are then listed, and any applicable
federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate
reference to such restrictions.
(e) No Limit on Other Compensation Arrangements.
Nothing contained in the Plan shall prevent the Company from
adopting or continuing in effect other compensation arrangements,
which may, but need not, provide for the grant of options, stock
appreciation rights and other types of Awards provided for
hereunder (subject to stockholder approval of any such
arrangement if approval is required), and such arrangements may
be either generally applicable or applicable only in specific
cases.
(f) No Right to Employment. The grant of an Award
shall not be construed as giving a Participant the right to be
retained in the employ of or as a consultant or adviser to the
Company or any Subsidiary or in the employ of or as a consultant
or adviser to any other entity providing services to the Company.
The Company or any Subsidiary or any such entity may at any time
dismiss a Participant from employment, or terminate any
arrangement pursuant to which the Participant provides services
to the Company or a Subsidiary, free from any liability or any
claim under the Plan, unless otherwise expressly provided in the
Plan or in any Award Agreement. No Eligible Individual or other
person shall have any claim to be granted any Award, and there is
no obligation for uniformity of treatment of Eligible
Individuals, Participants or holders or beneficiaries of Awards.
(g) Governing Law. The validity, construction, and
effect of the Plan, any rules and regulations relating to the
Plan and any Award Agreement shall be determined in accordance
with the laws of the State of Delaware.
(h) Severability. If any provision of the Plan 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 or any Award under any law deemed
applicable by the Committee, such provision shall be construed or
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deemed amended to conform to applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction,
Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.
(i) No Trust or Fund Created. Neither the Plan nor
any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the
Company and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the
Company pursuant to an Award, such right shall be no greater than
the right of any unsecured general creditor of the Company.
(j) No Fractional Shares. No fractional Shares shall
be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash, other securities or other
property shall be paid or transferred in lieu of any fractional
Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated, or otherwise eliminated.
(k) Headings. Headings are given to the 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 12
Term of the Plan. Subject to Section 10(a), the Plan shall
remain in effect until all Awards permitted to be granted under
the Plan have either been satisfied, expired or canceled under
the terms of the Plan and any restrictions imposed on Shares in
connection with their issuance under the Plan have lapsed.
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