STOCK AND INCENTIVE PLAN
of
MINERALS TECHNOLOGIES INC.
(as amended and restated as of January 28,1999)
1. PURPOSE
The purpose of this Stock and Incentive Plan (the "Plan") is
to furnish a material incentive to employees and directors of
Minerals Technologies Inc. (the "Company") and its subsidiaries by
making available to them the benefits of a larger Common Stock
ownership in the Company through stock options and otherwise. It is
believed that these increased incentives will encourage the
continued service of employees and directors and stimulate their
efforts towards the continued success of the Company and its
subsidiaries, as well as assist in the recruitment of new employees
and directors.
2. ADMINISTRATION
Except to the extent otherwise provided in Section 4, the Plan
shall be administered by the Compensation and Nominating Committee
of the Board of Directors of the Company. The Compensation and
Nominating Committee is authorized, subject to the provisions of
the Plan, to promulgate such rules and regulations, and to delegate
to the Corporate Management Committee such administrative
authority, as it deems necessary for the proper administration of
the Plan, and to make such determinations and to take all action in
connection therewith or in relation to the Plan as it deems
necessary or advisable. The Compensation and Nominating Committee
shall consist of two or more members of the Board of Directors,
each of whom shall be a Non-Employee Director within the meaning of
Rule 16b-3 under the Securities and Exchange Act of 1934, as
amended (the "Act"), and an outside director within the meaning of
Section 162(m) of the Internal Revenue Code. It is intended that
benefits under the Plan not be subject to the limitation on
deductibility imposed by such Section 162(m), and that the Plan be
exempt under such Rule 16b-3. No member of the Compensation and
Nominating Committee shall be eligible to receive any award or
benefit under the Plan, except as provided for herein.
3. TOTAL NUMBER OF SHARES
Subject to the provisions of Section 6(g), the maximum amount
of Common Stock which may be issued under the Plan is 4,500,000
shares, with shares issued prior to the 1995 and 1998 amendments of
the Plan being included in the computation of such total. No
participant shall be granted (i) options which would result in such
participant receiving more than 750,000 shares of the total number
of shares authorized, (ii) options, SAR's or any combination
thereof with respect to more than 500,000 shares of Common Stock
during any period of twelve calendar months, (iii) any option,
stock award or performance unit award which would result in
ownership by such participant of more than ten percent of the stock
of the Company within the meaning of Section 422(b)(6) of the
Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"), or (iv)
any incentive stock option, as defined in Section 422(b) of
the Internal Revenue Code, granted after December 31, 1986,
which would result in such participant receiving a grant of
incentive stock options for Common Stock that would have an
aggregate fair market value in excess of $100,000, determined as of
the time that the option is granted, that would be exercisable for
the first time by such participant during any calendar year.
4. PARTICIPATION IN PLAN
All employees and directors of the Company and its
subsidiaries shall be eligible to participate in this Plan. From
time to time, the Compensation and Nominating Committee shall
determine those employees who shall be granted options under the
Plan, the number of shares of Common Stock to be optioned to each
such employee, and whether such options shall be "incentive stock
options" (as defined in Section 422 of the Internal Revenue Code),
or non-qualified stock options. The Compensation and Nominating
Committee shall determine the individual employees who shall be
granted stock appreciation rights under the Plan pursuant to
Section 7; who shall be awarded shares under the Plan pursuant to
Section 8, as well as the number of shares of Common Stock to be so
awarded, and the restrictions, if any, to be placed thereon; who
shall be granted performance unit awards under the Plan pursuant to
Section 9; and who shall be granted tandem awards under the Plan
pursuant to Section 10. The foregoing notwithstanding, the
Corporate Management Committee of the Company is authorized to
grant options to employees under the Plan, provided that it shall
grant no more than 20,000 options in the aggregate in any calendar
year, that it shall grant no more than 1,500 options to any
employee in any calendar year, and that it shall not grant any
options to any employee who is an officer of the Company. Grants
of options to Non-Employee Directors shall be made only as follows:
At any time that the Compensation and Nominating Committee grants
across-the-board options to employees, Non-Employee Directors shall
also be granted options, using the same ratio of number of options
granted to amount of compensation as is used in determining options
granted to employees in the across-the-board option grant. For
this purpose, the Non-Employee Director's compensation in the prior
year shall be used, with any units included in such compensation
valued as of the date of their award.
5. TERM OF PLAN
This Plan will become effective as of the date it is approved
by the majority of votes cast at a duly held meeting of the holders
of Common Stock. No option with respect to shares authorized in or
prior to 1992 under this Plan shall be granted pursuant to this
Plan after December 31, 2001. No option with respect to shares
authorized in or prior to 1995 under this Plan shall be granted
pursuant to this Plan after December 31, 2004. No option with
respect to shares authorized in or prior to 1998 under this Plan
shall be granted pursuant to this Plan after December 31, 2007.
6. TERMS AND CONDITIONS OF OPTIONS
All options under the Plan shall be subject to the following
terms and conditions:
(a) OPTION PRICE. The option price per share shall be
not less than the fair market value of the Common Stock on the date
the option is granted, as determined by the Compensation and
Nominating Committee in accordance with applicable provisions of
the Internal Revenue Code and Treasury Department rulings and
regulations thereunder.
(b) NUMBER OF SHARES. The option shall state the number
of shares of Common Stock covered thereby.
(c) PAYMENT. At the time of the exercise of the option,
the option price shall be payable in cash and/or, if the option so
provides, in shares of Common Stock valued at the market price at
the time the option is exercised. The Compensation and Nominating
Committee may in its discretion require or permit payroll
deductions or other suitable means to enable optionees to
accumulate sufficient funds to exercise their options and pay the
option price.
(d) TERM OF OPTION.
(i) An incentive stock option shall
provide that it shall not be exercisable after the expiration of
ten years from the date such option is granted.
(ii) A non-qualified stock option may be
exercisable for a period greater than ten years if so provided in
the terms of the option.
(e) EXERCISE OF OPTION.
(i) No option may be exercised during the
first year of its term or such longer period as may be specified in
the option; provided, however, in the event of a "change of
control" of the Company, as that term is defined in Section 12(a),
the Compensation and Nominating Committee may in its discretion
make any options that are not yet exercisable immediately
exercisable; and provided, further, that the Compensation and
Nominating Committee may in its discretion make any options that
are held by an employee or director at the time of such employee's
or director's retirement immediately exercisable. Thereafter, an
optionee, subject to the terms of the option, may exercise the
option in whole at any time or in part from time to time by giving
written notice thereof addressed to the Treasurer of the Company,
specifying the number of shares to be purchased and accompanied by
payment of the option price therefor. Notwithstanding anything in
this Plan to the contrary, no stock option granted to an employee
subject to Section 16 of the Act may be transferred or exercised
prior to the expiration of six months from the date of grant of
such stock option.
(ii) Only the optionee may exercise the option
during his or her lifetime. In the event of death, the person
designated in the optionee's will, or in the absence of such
designation, the legal representative of an optionee, or if a legal
representative of the optionee has not been appointed, the
optionee's surviving spouse, may in like manner exercise the
option, provided the same was exercisable by the optionee at the
time of his or
her death, but such privilege shall expire, subject
to Section 6(d) and 6(f) (iii) hereof, one year after the death of
the optionee; provided, however, in any event that if the option is
not exercised by the last day in which it is exercisable, the
option shall be exercised and the proceeds paid to the deceased
optionee's estate.
(f) TERMINATION OF OPTION. The option, to the extent not
exercised, shall terminate upon its expiration as set forth in
Section 6(d) hereof, upon exercise of a related appreciation right
as set forth in Section 7(d) hereof, upon breach by the optionee of
any provision of the option, or when the optionee ceases to be an
employee or director for any reason, including retirement,
whichever event shall first occur; however, if the option so
provides, the Compensation and Nominating Committee in its
discretion may permit the optionee to exercise the option for
reasons of hardship up to twelve months after termination, assuming
that the option was otherwise exercisable; further except that,
subject to Section 6(d) hereof (i) the optionee, if his or her
employment or service as a director is terminated as a result of a
disability, and provided the option was exercisable at the time of
termination of employment or service as a director, may elect to
exercise the option, subject to Section 6(e) hereof, within twelve
months after the date of termination, (ii) in the event of his or
her death while an employee or director, the option shall terminate
as provided in Section 6(e) hereof, and (iii) notwithstanding
subsections (i) and (ii) above, if the option so provides, in the
event that the optionee has retired or, in the case of an employee,
is eligible for retirement under Section 4a., 4b. or 4d. of the
Company's Retirement Annuity Plan, as the same may be amended from
time to time, or under any pension or retirement plan maintained by
the Company or any of its subsidiaries, the optionee, or in the
event of death, the person designated in the optionee's will, or in
the absence of such designation, the legal representative of such
optionee, or if a legal representative of the optionee has not been
appointed, the optionee's surviving spouse, may elect to exercise
the option at any time until such option expires by its terms;
provided, however, if the option is not exercised by the last day
in which it is exercisable, the option shall be exercised and the
proceeds paid to the deceased optionee's estate. Any subsequent
reemployment of the optionee by the Company, or election or
reelection to the Company's Board of Directors, shall not affect
such optionee's right to exercise the option as provided in
subsection (iii) hereof.
(g) RECAPITALIZATION. In the event of any change in the
number or kind of outstanding shares of Common Stock by reason of a
recapitalization, merger, consolidation, reorganization,
separation, liquidation, stock split, stock dividend, combination
of shares or any other change in the corporate structure or shares
of stock of the Company, the Compensation and Nominating Committee
will make an appropriate adjustment, in accordance with applicable
provisions of the Internal Revenue Code and Treasury Department
rulings and regulations thereunder, in the number and kind of
shares for which options may thereafter be granted both in the
aggregate and as to each optionee, as well as in the number and
kind of shares subject to options theretofore granted and the
option price payable upon exercise of such options.
(h) TRANSFERABILITY. Unless designated as a Transferable
Stock Option, the stock option shall provide that it will not be
transferable by the optionee other than by will or the
laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in Section 414(p) of the
Internal Revenue Code and Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended. The
Compensation and Nominating Committee may in its discretion
designate a stock option to be a Transferable Stock Option.
A Transferable Stock Option may be transferred by the optionee
to his or her spouse, children or grandchildren, or to one or
more trusts for the benefit of such family members, or to
partnerships in which such family members are the only partners;
provided that any such transfer must be without consideration
of any kind; and provided further that any stock option so
transferred will continue to be subject to the same terms
and conditions as were applicable to such stock option prior to the
transfer. Any Transferable Stock Option must be embodied in a
separate Option Agreement which must be approved by the
Compensation and Nominating Committee. The Compensation and
Nominating Committee may in its discretion amend any outstanding
stock option to convert such outstanding option into a Transferable
Stock Option.
(i) APPLICABLE LAW. The option shall contain a provision
that it may not be exercised at a time when the exercise thereof or
the issuance of shares thereunder would constitute a violation of
any federal or state law or the listing requirements of the New
York Stock Exchange for such shares.
(j) INCORPORATION BY REFERENCE. The option shall contain
a provision that all the applicable terms and conditions of the
Plan are incorporated by reference therein.
(k) TANDEM AWARD. Any option constituting a part of a
tandem award authorized by Section 10 hereof shall be subject to
the terms and conditions of such award.
(l) OTHER PROVISIONS. The option shall contain such
provisions as the Compensation and Nominating Committee shall deem
advisable consistent with the terms of this Plan. In addition, the
stock options shall contain such other provisions as may be
necessary to meet the requirements of the Internal Revenue Code and
the Treasury Department rulings and regulations issued thereunder
with respect to stock options.
7. STOCK APPRECIATION RIGHTS
The Compensation and Nominating Committee may, in its
discretion, grant stock appreciation rights to the holder of any
non-qualified stock option granted by the Company. Such
appreciation rights shall be subject to such terms and conditions
consistent with this Plan as the Compensation and Nominating
Committee shall impose from time to time, including the following:
(a) An appreciation right may be made part of any such
option at the time of its grant or at any time thereafter prior to
its expiration;
(b) Upon exercise of an appreciation right the holder
shall be entitled to receive:
(i) a number of shares of Common Stock
determined by dividing:
(1) the number of shares which
the optionee selects, not to exceed the total number of shares that
the optionee is eligible to purchase as of the exercise date under
the related option, multiplied by the amount, if any, by which the
fair market value of a share of Common Stock on the exercise date
exceeds the option price provided in the related option, by
(2) the fair market value of a
share of Common Stock on the exercise date; provided, however, that
the total number of shares which may be received pursuant to the
exercise of an appreciation right shall not exceed the total number
of shares subject to the related option;
or
(ii) if so provided in the award, (1) payment
of cash equal to the aggregate fair market value on the date of
such exercise of the number of shares of Common Stock determined
under clause (i); or (2) in part cash and in part shares;
all as determined by the Compensation and Nominating Committee in
its sole discretion;
(c) No fractional share or cash in lieu thereof will be
issued upon the exercise of any such right; and
(d) Exercise of an appreciation right, in whole or in
part, shall exhaust and terminate the related option with respect
to the number of shares used in the calculation under subsection
(b)(i)(1) of this Section 7 in determining the number of shares
issued upon such exercise of the appreciation right (or which would
have been issued but for any cash payment). Upon such exercise of
an appreciation right, the number of shares subject to reallocation
under Section 13 shall be equal to the difference between the
number of shares used in the calculation under subsection (b)(i)(1)
of this Section 7 and the number of shares issued to the optionee
pursuant to such exercise (or which would have been issued but for
any cash payment).
(e) Any election by a person subject to Section 16 of
the Act to exercise an appreciation right for cash, as well as the
exercise by such person of an appreciation right for cash, shall be
made during the period beginning on the third business day
following the date of release of quarterly or annual summary
statements of sales and earnings and ending on the twelfth business
day following such date.
(f) An appreciation right awarded to a person subject
to Section 16 of the Act shall not be exercisable during the first
six months of its term.
8. STOCK AWARDS
Stock awards will consist of shares of Common Stock issued to
participating employees as additional compensation for their
services. Stock awards shall be subject to
the provisions of Section 3, this Section 8, Section 11(a) and (c)
and, during the period in which the restrictions or the Company's
right of reacquisition hereinafter referred to are in effect,
Section 11(b). Each stock award to a participant shall provide (i)
that the shares subject to such award may not be transferred or
otherwise disposed of by the participant prior to the expiration
of a period or periods specified therein, which shall not occur
earlier than one year following the date of the award (except
that the award may permit the earlier lapse of such restriction
in the event of the participant's death or disability or
retirement pursuant to any pension or retirement plan maintained
by the Company or any of its subsidiaries), and (ii) that the
Company shall have the right to reacquire such shares upon
termination of the participant's employment with the Company
while such restriction is in effect, such reacquisition to be
upon the terms and conditions provided in the award. Stock awards
shall also be subject to such other terms and conditions, not
inconsistent herewith, as the Compensation and Nominating
Committee determines to be appropriate.
9. PERFORMANCE UNIT AWARDS
Performance unit awards will consist of performance units
credited to participating employees. Each award shall specify the
initial value of each performance unit, such value to be determined
by reference to the book or market value of the Common Stock or to
the Company's earnings or such other criteria related to the
Company's performance as the Compensation and Nominating Committee
may deem appropriate. The award shall be payable in cash and/or
Common Stock as the Compensation and Nominating Committee shall
determine in its sole discretion.
Subject to the provisions of this Section 9 and of Section 11,
the Compensation and Nominating Committee shall have exclusive
authority to determine additional terms and conditions of each
performance unit award. Such terms and conditions may include,
without limitation, provisions under which:
(1) On the payment date prescribed in the award a
participant shall become entitled to receive the full value of each
such unit on such date, or such other amount as such award may
specify;
(2) Each unit may accrue earnings determined by
reference to earnings per share or dividends paid per share on the
Common Stock, or to the prime or another specified lending rate, or
to other criteria specified in the award and payable at such time
or times as may be specified therein;
(3) The right of a participant to receive payments in
respect of a performance unit may be made subject in whole or in
part to the Company's attainment of earnings or other objectives
specified in the award; and
(4) The determination of all relevant valuation and
other data pertaining to the award shall be in the sole judgment of
the Compensation and Nominating Committee. Without limitation of
the foregoing, in the event that an amount payable in respect of an
award is based in whole or in part on the Company's earnings or the
book value of the
Common Stock, the Compensation and Nominating Committee may make
such adjustments to the publicly reported amounts of the Company's
consolidated earnings or of such book value as it deems appropriate
for changes in accounting practices or principles, for material
acquisitions or dispositions of stock or property, for
recapitalizations or reorganizations or for any other events with
respect to which the Compensation and Nominating Committee
determines such an adjustment to be appropriate in order
to avoid distortion in the operation of the Plan.
Each award shall be evidenced by a written instrument which
shall set forth the number of performance units covered thereby,
the initial dollar value of each such unit, the terms and
conditions, if any, under which such value may change prior to the
vesting of the unit, the terms and conditions under which each such
unit will vest and such other matters as the Compensation and
Nominating Committee in its sole discretion may deem appropriate.
The Compensation and Nominating Committee may from time to time
establish such rules as it deems appropriate regarding the manner
and timing of payments of amounts due in respect of vested units.
No performance unit award shall provide for the vesting in a
participating employee of any performance unit covered thereby
prior to the expiration of a period of one year after the date of
the award, except that the award may provide for such vesting in
the event of death or disability or retirement of the employee
pursuant to a pension or retirement plan maintained by the Company
or one of its subsidiaries prior to the expiration of such period.
Each award shall provide that prior to the vesting of the units
covered thereby they shall be subject to forfeiture (a) upon the
termination of the recipient's employment with the Company, (b) as
contemplated by Section 10 hereof, if such award is part of a
tandem award, and (c) as may otherwise be specified in the award.
No participant shall be entitled to receive in respect of a
performance unit payments of amounts exceeding twice the original
value established for such unit.
The maximum dollar value of performance units which may be
initially awarded to participants may not exceed 1,500,000
"Reference Units" in the aggregate for all participants, and 50,000
Reference Units for any one participant. For purposes of this
paragraph:
(1) A "Reference Unit" shall be the equivalent of the
greater of (a) the fair market value of one share of Common Stock
on the date as of which a particular award of performance units is
made, or (b) the book value of a share of such Common Stock as at
the end of the last completed fiscal year of the Company prior to
such award date plus the cash dividends paid per share on such
stock during such fiscal year; and
(2) Crediting of an award of performance units shall
exhaust and terminate a number of Reference Units equal to the
number obtained by dividing the credited dollar value of such
performance units by the greater of the amounts referred to in
subclauses (a) and (b) of clause (1) above, and except as provided
in the following sentence, such terminated Reference Units shall
not be utilized for subsequent awards.
In the event that an award of performance units is forfeited
or for any other reason the cash amount or the value of the shares
of Common Stock (as determined by the Compensation and Nominating
Committee in its sole judgment) ultimately delivered to a
participant in payment for an award of performance units (other
than amounts paid to the participant as earnings on the performance
units) is less than the Reference Units originally exhausted and
terminated upon the crediting of such award, a number of Reference
Units equal to the dollar amount of such shortfall divided by the
value originally assigned to such Reference Units shall be restored
and become available for subsequent awards under the Plan.
Nothing contained herein shall be deemed to limit the right of
the Company's Board of Directors or a duly appointed committee
thereof to authorize the payment or award of compensation other
than in stock to any employee otherwise than pursuant to the Plan,
regardless of the fact that a particular form of compensation may
be the same as or similar to that which the Compensation and
Nominating Committee may pay or award to participants under this
Section 9.
If any person awarded performance units under the Plan is
subject to Section 16 of the Act, he shall be required to retain
any securities distributed pursuant to the award for six months
following date of grant of the award.
10. TANDEM AWARDS
The Compensation and Nominating Committee may, in its
discretion, grant tandem awards to participating employees. A
tandem award shall consist of a right of election by the employee
among two or more of the following: (A) a non- qualified option,
which may include a stock appreciation right with respect thereto,
(B) a performance unit award, and (C) a stock award. Subject to the
provisions of Section 11, such right of election shall be upon such
terms and conditions as the Compensation and Nominating Committee
may specify in the tandem award, which shall include the following:
(a) The number of shares of Common Stock covered by the
option, the number of shares covered by the stock award and the
number of performance units covered by the performance unit award;
(b) Provisions establishing the number of shares and
performance units which will remain subject to each portion of the
tandem award upon the exercise of the right of election in whole or
in part; and
(c) The date on which the right of election shall
terminate unless earlier exercised or terminated pursuant to the
terms of the tandem award.
11. CONDITIONS APPLICABLE TO ALL AWARDS
(a) RECAPITALIZATION. In the event of any change in the
number or kind of outstanding shares of Common Stock by reason of a
recapitalization, merger, consolidation, reorganization,
separation, liquidation, stock split, stock dividend, combination
of shares or any other change in the corporate structure or shares
of stock of the Company, the Compensation and Nominating Committee
will make such adjustments as it shall determine to be appropriate,
in the number and kind of shares and performance units subject to
Sections 8, 9 and 10 and the maximum dollar value of performance
units subject to Sections 9 and 10.
(b) TRANSFERABILITY. Each award to a participant under
Section 7, 8, 9 or 10 shall provide that neither the award nor any
right or interest of a participant therein shall be transferable by
the participant other than by will or the laws of descent and
distribution, and that such award shall be exercisable, during the
participant's lifetime, only by him; provided that a Stock
Appreciation Right awarded under Section 7 in conjunction with a
Transferable Stock Option may be transferred only together with,
and subject to the same conditions as, the corresponding
Transferable Stock Option.
(c) LEAVE OF ABSENCE. If approved by the Compensation
and Nominating Committee, an employee's or director's absence or
leave because of military or governmental service, disability, or
other reason shall not be considered an interruption of employment
for any purpose of this Plan.
12. DEFINITIONS
(a) CHANGE OF CONTROL. The term "Change of Control"
shall mean the occurrence of any of the following events: (i) at
any time during any two-year period, at least a majority of the
Company's Board of Directors shall cease to consist of "Continuing
Directors" (meaning directors of the Company who either were
directors at the beginning of such two-year period or who
subsequently became directors and whose election, or nomination for
election by the Company's stockholders, was approved by a majority
of the then Continuing Directors); or (ii) any "person" or "group"
(as determined for purposes of Section 13(d)(3) of the Act, except
any majority-owned subsidiary of the Company or any employee
benefit plan of the Company or any trust or investment manager
thereunder, shall have acquired "beneficial ownership" (as
determined for purposes of Rule 13d-3 under the Act) of shares of
Common Stock having 15% or more of the voting power of all
outstanding shares of capital stock of the Company, unless such
acquisition is approved by a majority of the directors of the
Company in office immediately preceding such acquisition; or (iii)
a merger or consolidation occurs to which the Company is a party,
whether or not the Company is the surviving corporation, in which
outstanding shares of Common Stock are converted into
shares of another company (other than a conversion into shares of
voting common stock of the successor corporation or a holding
company thereof representing 80% of the voting power of all capital
stock thereof outstanding immediately after the merger or
consolidation) or other securities (of either the Company or
another company) or cash or other property; or (iv) the sale of
all, or substantially all, of the Company's assets occurs; or (v)
the stockholders of the Company approve a plan of complete
liquidation of the Company.
(b) COMMON STOCK. The term "Common Stock" shall mean the
$0.10 par value Common Stock of the Company.
(c) CORPORATE MANAGEMENT COMMITTEE. The term "Corporate
Management Committee" shall mean the committee consisting of the
following officers of the Company: the Chairman and Chief Executive
Officer, the Vice President in charge of the Minerals business, the
Vice President in charge of the Refractories business, the Vice
President and General Counsel, the Vice President - Finance, and
the Vice President - Organization and Human Resources.
(d) SUBSIDIARY. The term "subsidiary" shall mean a
subsidiary corporation of the Company as defined in Section 424(f)
of the Internal Revenue Code.
13. REALLOCATION OF UNUSED SHARES
Any shares which are not purchased or awarded under an option,
performance unit award or right of election which has terminated or
lapsed, either by its terms or pursuant to the exercise, in whole
or in part, of an award or right granted under the Plan, or shares
which are reacquired by the Company pursuant to Section 8 hereof,
may be used for the further grant of options.
14. USE OF PROCEEDS
The proceeds received by the Company from the sale of Common
Stock under the Plan shall be added to the general funds of the
Company and shall be used for such corporate purposes as the Board
of Directors shall direct.
15. AMENDMENT AND REVOCATION
The Board of Directors shall have the right to alter, amend or
revoke the Plan or any part thereof at any time and from time to
time, provided, however, that without the consent of the
participants affected no change may be made in any option or award
theretofore granted, which will impair the rights of participants
under outstanding options or awards; and provided further, that the
Board of Directors may not, without the approval of the holders of
a majority of the outstanding Common Stock, make any alteration or
amendment to the Plan which materially increases the benefits
accruing to participants under the Plan; increases the maximum
number of shares of Common Stock which may be issued under the Plan
or the number of shares of such stock which may be issued to any
one participant, extends the term of the Plan or of options
granted thereunder, reduces the option price below that now
provided for in the Plan, or changes the conditions of exercise
of options specified in Sections 6(e) and 6(f). The Compensation
and Nominating Committee may make non-substantive administrative
changes to the Plan so as to conform with or take advantage of
governmental requirements, statutes or regulations.