1991 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
OF
MANPOWER INC.
(Amended and Restated Effective August 6, 1996)
PURPOSE OF THE PLAN
The purpose of the Plan is to attract and
retain superior Employees, to provide a stronger
incentive for such Employees to put forth maximum
effort for the continued success and growth of the
Company and its Subsidiaries, and in combination with
these goals, to encourage stock ownership in the
Company by Employees. The Board of Directors of the
Company believes the Plan will promote continuity of
management and increased incentive and personal
interest in the welfare of the Company among
participating Employees.
SECTION A
1. GENERAL
This Section A of the Plan sets out the terms
of the Plan applicable to all Employees except those
Employees employed in the United Kingdom to whom the
terms of Section B of the Plan apply.
2. DEFINITIONS
Unless the context otherwise requires, the
following terms shall have the meanings set forth
below:
(a) "CER" shall mean a cash equivalent right
granted in connection with a Purchase Right pursuant to
Paragraph 10 of the Plan.
(b) "Code" shall mean the Internal Revenue
Code of 1986, as amended.
(c) "Committee" shall mean the Committee of
the Board of Directors constituted as provided in
Paragraph 4 of the Plan.
(d) "Company" shall mean Manpower Inc., a
Wisconsin corporation.
(e) "Disability" shall mean a physical or
mental incapacity which, as determined by the
Committee, results in a Holder ceasing to be an
Employee.
(f) "Employee" shall mean an individual who
is an employee of the Company or a Subsidiary.
(g) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.
(h) "Holder" shall mean an Employee to whom
an Option or Purchase Right has been granted.
(i) "Incentive Stock Option" shall mean an
option to purchase Shares which complies with the
provisions of Section 422 of the Code.
(j) "Market Price" shall mean the closing
sale price of a Share on the New York Stock Exchange as
reported in the Midwest Edition of The Wall Street
Journal, or such other market price as the Committee
may determine in conformity with pertinent law and
regulations of the Treasury Department.
(k) "Nonstatutory Stock Option" shall mean
an option to purchase Shares which does not comply with
the provisions of Section 422 of the Code or which is
designated as such pursuant to Paragraph 6 of the Plan,
including such an option granted to an individual who
is an Employee of a Subsidiary other than a subsidiary
corporation of the Company as defined in Section 424(f)
of the Code.
(l) "Option" shall mean an Incentive Stock
Option or Nonstatutory Stock Option granted under the
Plan.
(m) "Option Agreement" shall mean the
agreement between the Company and an Employee whereby
an Option is granted to such Employee.
(n) "Plan" shall mean the 1991 Executive
Stock Option and Restricted Stock Plan of the Company.
(o) "Purchase Right" shall mean a right to
purchase Shares granted pursuant to Paragraph 9 of the
Plan.
(p) "Purchase Right Agreement" shall mean
the agreement between the Company and an Employee
whereby a Purchase Right is granted to such Employee.
(q) "Purchaser" shall mean a Holder who has
exercised a Purchase Right and purchased Shares
pursuant thereto.
(r) "SAR" shall mean a stock appreciation
right granted in tandem with an Incentive Stock Option
or a Nonstatutory Stock Option pursuant to Paragraph 6
of the Plan.
(s) "Share" shall mean the $0.01 par value
common stock of the Company.
(t) "Subsidiary" shall mean any subsidiary
of the Company, including without limitation, a
subsidiary corporation of the Company as defined in
Section 424(f) of the Code.
(u) "Triggering Event" shall mean the first
to occur of any of the following:
(1) the acquisition (other than from
the Company), by any person, entity or group
(within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act), directly or
indirectly, of beneficial ownership (within the
meaning of Exchange Act Rule 13d-3) of 20% or more
of the then outstanding shares of common stock of
the Company or voting securities representing 20%
or more of the combined voting power of the
Company's then outstanding voting securities
entitled to vote generally in the election of
directors; provided, however, no Triggering Event
shall be deemed to have occurred as a result of an
acquisition of shares of common stock or voting
securities of the Company (i) by the Company, any
of its Subsidiaries, or any employee benefit plan
(or related trust) sponsored or maintained by the
Company or any of its Subsidiaries or (ii) by any
other corporation or other entity with respect to
which, following such acquisition, more than 60%
of the outstanding shares of the common stock, and
voting securities representing more than 60% of
the combined voting power of the then outstanding
voting securities entitled to vote generally in
the election of directors, of such other
corporation or entity are then beneficially owned,
directly or indirectly, by the persons who were
the Company's shareholders immediately prior to
such acquisition in substantially the same pro
portions as their ownership, immediately prior to
such acquisition, of the Company's then
outstanding common stock or then outstanding
voting securities, as the case may be; or
(2) any merger or consolidation of the
Company with any other corporation, other than a
merger or consolidation which results in more than
60% of the outstanding shares of the common stock,
and voting securities representing more than 60%
of the combined voting power of the then
outstanding voting securities entitled to vote
generally in the election of directors, of the
surviving or consolidated corporation being then
beneficially owned, directly or indirectly, by the
persons who were the Company's shareholders
immediately prior to such acquisition in
substantially the same proportions as their
ownership, immediately prior to such acquisition,
of the Company's then outstanding common stock or
then outstanding voting securities, as the case
may be; or
(3) any liquidation or dissolution of
the Company or the sale or other disposition of
all or substantially all of the assets of the
Company; or
(4) individuals who, as of the date
this Plan is adopted by the Board of Directors of
the Company, constitute the Board of Directors of
the Company (as of such date, the "Incumbent
Board") cease for any reason to constitute at
least a majority of such Board; provided, however,
that any person becoming a director subsequent to
the date this Plan is adopted by the Board of
Directors of the Company whose election, or
nomination for election by the shareholders of the
Company, was approved by a vote of at least a
majority of the directors then comprising the
Incumbent Board shall be, for purposes of this
Plan, considered as though such person were a
member of the Incumbent Board but excluding, for
this purpose, any such individual whose initial
assumption of office occurs as a result of an
actual or threatened election contest which was
(or, if threatened, would have been) subject to
Exchange Act Rule 14a-11; or
(5) the Company shall enter into any
agreement (whether or not conditioned on
shareholder approval) providing for or
contemplating, or the Board of Directors of the
Company shall approve and recommend that the share
holders of the Company accept, or approve or
adopt, or the shareholders of the Company shall
approve, any acquisition that would be a
Triggering Event under clause (1), above, or a
merger or consolidation that would be a Triggering
Event under clause (2), above, or a liquidation or
dissolution of the Company or the sale or other
disposition of all or substantially all of the
assets of the Company; or
(6) whether or not conditioned on
shareholder approval, the issuance by the Company
of common stock of the Company representing a
majority of the outstanding common stock, or
voting securities representing a majority of the
combined voting power of the outstanding voting
securities of the Company entitled to vote
generally in the election of directors, after
giving effect to such transaction.
Following the occurrence of an event which is not a
Triggering Event whereby there is a successor holding
company to the Company, or, if there is no such
successor, whereby the Company is not the surviving
corporation in a merger or consolidation, the surviving
corporation or successor holding company (as the case
may be), for purposes of this definition, shall
thereafter be referred to as the Company.
Words importing the singular shall include
the plural and vice versa and words importing the
masculine shall include the feminine.
3. SHARES RESERVED UNDER PLAN
The aggregate number of Shares which may be
issued or sold under the Plan and which are subject to
outstanding Options or Purchase Rights at any time
shall not exceed 3,625,000 Shares, which may be
treasury Shares or authorized but unissued Shares, or a
combination of the two, subject to adjustment as
provided in Paragraph 15 hereof; provided, however, in
no event shall the number of Shares sold through the
exercise of Purchase Rights granted under the Plan and
the number of Shares subject to outstanding Purchase
Rights at any time exceed in the aggregate more than
1,000,000 Shares (subject to adjustment as provided in
Paragraph 15 hereof). Any Shares subject to an Option
or Purchase Right which expires or terminates for any
reason (whether by voluntary surrender, lapse of time,
termination of employment or otherwise) and is
unexercised as to such Shares, and any Shares
repurchased by the Company pursuant to the restriction
provisions set forth in Paragraph 9, below, may again
be the subject of an Option or Purchase Right under the
Plan subject to the limits set forth above. The Holder
of an Option shall be entitled to the rights and
privileges of ownership with respect to the Shares
subject to the Option only after actual purchase and
issuance of such Shares pursuant to exercise of all or
part of an Option.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the
Committee. The Committee shall be so constituted as to
permit the Plan to comply with Rule 16b-3 of the
Exchange Act or any successor rule or other regulatory
requirements. The members of the Committee shall be
appointed from time to time by the Board of Directors.
A majority of the Committee shall constitute a quorum
thereof and the acts of a majority of the members
present at any meeting of the Committee of which a
quorum is present, or acts approved in writing by a
majority of the entire Committee, shall be the acts of
the Committee.
The Committee shall have sole authority in
its discretion, but always subject to the express
provisions of the Plan, to determine the purchase or
exercise price of the Shares covered by each Option or
Purchase Right, the Employees to whom and the time or
times at which Options and Purchase Rights shall be
granted, the number of Shares to be subject to each
Option or Purchase Right, and the extent to which
Options and Purchase Rights may be exercised in
installments; to interpret the Plan; to prescribe,
amend, and rescind rules and regulations pertaining to
the Plan; to determine the terms and provisions of the
respective Option Agreements and Purchase Right
Agreements; and to make all other determinations and
interpretations deemed necessary or advisable for the
administration of the Plan. The Committee's
determination of the foregoing matters shall be
conclusive and binding on the Company, all Employees,
all Holders, all Purchasers and all other persons.
5. ELIGIBILITY
Only Employees shall be eligible to receive
Options and Purchase Rights under the Plan. In
determining the Employees to whom Options and Purchase
Rights shall be granted and the number of Shares to be
covered by each Option or Purchase Right, the Committee
may take into account the nature of the services ren
dered by the respective Employees, their present and
potential contributions to the success of the Company,
and other such factors as the Committee in its
discretion shall deem relevant. Options and Purchase
Rights may be granted to Employees who are foreign
nationals on such terms and conditions different from
those specified in the Plan as the Committee considers
necessary or advisable in order to achieve the
objectives of the Plan or to comply with applicable
laws, including, at the Committee's sole discretion,
the setting of equivalent exercise and/or purchase
prices in both U.S. dollars and the local currency of
such an Employee. An Employee who has been granted an
Option or Purchase Right under the Plan may be granted
additional Options or Purchase Rights under the Plan if
the Committee shall so determine. In addition, the
Committee may at any time, regardless of the then
current fair market value of the Shares, grant new
Options to an Employee in exchange for the surrender,
at the option of the Employee, of a previously granted
Option. The Company shall effect the granting of
Options and Purchase Rights under the Plan by execution
of, respectively, Option Agreements and Purchase Right
Agreements in such form as shall be approved by the
Committee. No Option or Purchase Right may be granted
under the Plan to any person who is then a member of
the Committee.
6. OPTIONS: GENERAL PROVISIONS
(a) Types of Options. An Option to
purchase Shares granted pursuant to this Plan
shall be specified to be either an Incentive Stock
Option (as described in Paragraph 7) or a
Nonstatutory Stock Option (as described in
Paragraph 8). An Option Agreement executed
pursuant to this Plan may include both an
Incentive Stock Option and a Nonstatutory Stock
Option, provided each Option is clearly identified
as either an Incentive Stock Option or a
Nonstatutory Stock Option. An Option Agreement
executed pursuant to this Plan shall in no event
provide for the grant of a tandem Option, wherein
two Options are issued together and the exercise
of one affects the right to exercise the other.
(b) General Exercise Period. No Option
granted under this Plan shall provide for its
exercise earlier than six (6) months from its date
of grant. The Committee may, in its discretion,
(i) require that a Holder be employed by the
Company or a Subsidiary for a designated number of
years prior to the exercise by the Holder of any
Option or portion of an Option granted under this
Plan, and (ii) determine the periods during which
Options or portions of Options may be exercised by
a Holder. Any of the foregoing requirements or
limitations, including the limitation contained in
the first sentence of this Subparagraph 6(b),
subsequently may be reduced or waived by the
Committee in its discretion, unless such reduction
or waiver is prohibited by the Code or other
applicable law.
(c) Stock Appreciation Rights. Stock
appreciation rights ("SARs") may be granted in
tandem with Incentive Stock Options and
Nonstatutory Stock Options and each SAR granted
under this Plan shall be subject to such terms and
conditions not inconsistent with the Plan as the
Committee shall impose, including the following:
(1) A SAR shall be
exercisable only to the extent the underlying
Option is exercisable.
(2) A SAR shall expire no
later than the expiration of the underlying
Option.
(3) A SAR shall be
transferable only when the underlying Option
is transferable, and under the same
conditions.
(4) A SAR shall entitle the
Holder to receive from the Company, in
exchange for the surrender of an Option as to
all or any portion of the Shares subject
thereto, that number of full Shares having an
aggregate Market Price, as of the date of
surrender, substantially equal to (but not
more than) the excess of the Market Price of
one Share on the business day immediately
preceding the date of surrender (the
"Valuation Date") over the option exercise
price specified with respect to such Option
as set forth in the applicable Option
Agreement, multiplied by the number of Shares
as to which the Option is surrendered. In
the discretion of the Committee, cash may be
paid in lieu of issuing fractional Shares.
However, the Company, as determined in the
sole discretion of the Committee, shall be
entitled to elect to settle its obligation
arising out of the exercise of a SAR by the
payment of cash equal to the aggregate Market
Price of the Shares it would otherwise be
obligated to deliver, or by the issuance of a
combination of Shares and cash, in the
proportions determined by the Committee,
equal to the aggregate Market Price of the
Shares the Company would otherwise be
obligated to deliver.
(5) A SAR can be exercised
only when there is a positive spread, i.e.,
when the Market Price of the Shares subject
to the Option exceeds the exercise price of
such Option. A SAR can be exercised only at
such times expressly permitted by Rule 16b-3
of the Exchange Act and such other securities
laws as may be applicable to the exercise of
such SAR.
(d) Payment of Exercise Price. The
purchase or exercise price shall be payable in
whole or in part in cash, Shares, other property,
or such other consideration consistent with the
Plan's purpose and applicable law as may be
determined by the Committee from time to time,
and, unless otherwise determined by the Committee,
such price shall be paid in full at the time that
an Option is exercised. If the Holder elects to
pay all or a part of the purchase or exercise
price in Shares, such Holder may make such payment
by (i) delivering to the Company a number of
Shares already owned by the Holder equal in value
to the purchase or exercise price, or (ii) such
other method as the Committee may approve. All
Shares so withheld or delivered shall be valued at
their Market Price on the business day immediately
preceding the day on which such Shares are
withheld or delivered.
7. INCENTIVE STOCK OPTIONS
This Paragraph sets forth the special
provisions that govern Incentive Stock Options granted
under this Plan. Any Incentive Stock Option granted
under this Plan may, if so expressly stated in the
Option Agreement pertaining to such Option, include a
SAR, as described in Subparagraph 6(c), above.
(a) Maximum Calendar Year Grant to Any
Employee. The aggregate fair market value
(determined at the time the Option is granted) of
the Shares with respect to which Incentive Stock
Options are exercisable for the first time by any
Holder during any calendar year under this Plan
(and under all other plans of the Company or any
Subsidiary) shall not exceed $100,000, and/or any
other limit as may be prescribed by the Code from
time to time.
(b) Option Exercise Price. The per
share purchase price of the Shares under each
Incentive Stock Option granted pursuant to this
Plan shall be determined by the Committee but
shall not be less than one hundred percent (100%)
of the fair market value per Share on the date of
grant of such Option. The fair market value per
Share on the date of grant shall be the Market
Price for the business day immediately preceding
the date of grant of such Option.
(c) Grant and Exercise Period. No
Incentive Stock Option shall (i) be granted after
ten (10) years from the date this Plan is adopted
by the Company's Board of Directors, or (ii) be
exercisable after the expiration of ten (10) years
from its date of grant. Every Incentive Stock
Option which has not been exercised within ten
years of its date of grant shall lapse upon the
expiration of said ten-year period unless it shall
have lapsed at an earlier date.
8. NONSTATUTORY STOCK OPTIONS
This Paragraph sets forth the special
provisions that govern Nonstatutory Stock Options
granted under this Plan. Any Nonstatutory Stock Option
granted under this Plan may, if so expressly stated in
the Option Agreement pertaining to such Option, include
a SAR, as described in Subparagraph 6(c), above, either
at the time of grant or by subsequent amendment of the
Option Agreement.
Option Exercise Price. The per share
purchase price of the Shares under each
Nonstatutory Stock Option granted pursuant to this
Plan shall be determined by the Committee but
shall not be less than fifty percent (50%) of the
fair market value per Share on the date of grant
of such Option. The fair market value per Share
on the date of grant shall be the Market Price for
the business day immediately preceding the date of
grant of such Option.
9. PURCHASE RIGHTS
(a) Grant of Purchase Rights. The
Committee may grant Purchase Rights under the Plan
to such Employees as it may determine, and a
Purchase Right Agreement shall be executed by the
Company to effect each grant of a Purchase Right.
Any Purchase Right granted under this Plan may
include a CER, which may be granted either at the
time of grant of the Purchase Right or subsequent
thereto, as provided in Paragraph 10, below.
(b) Exercise. The Committee in its
absolute discretion shall determine the period
during which a Holder shall have the right to
exercise a Purchase Right granted under this Plan;
provided, however, that such period shall in no
event exceed sixty (60) days after the date of
grant of the Purchase Right by the Committee. A
Holder may exercise a Purchase Right as to all or
any part of the Shares subject to such Purchase
Right. Shares sold pursuant to Purchase Rights
shall sometimes be referred to hereinafter as
"Restricted Shares."
(c) Purchase Price. The purchase price
at which each Share shall be sold to Employees
pursuant to Purchase Rights granted hereunder
shall be determined by the Board of Directors, but
shall not be less than $0.01 per share.
(d) Restrictions. All Shares sold
pursuant to Purchase Rights shall be subject to
the following restrictions:
(1) The Restricted Shares may
not be sold, assigned, conveyed, donated,
pledged, transferred or otherwise disposed of
or encumbered for the period described in
Subparagraph (d)(2), below, subject to the
provisions of Subparagraph (d)(4), below. In
the event that a Purchaser shall sell,
assign, convey, donate, pledge, transfer or
otherwise dispose of or encumber any
Restricted Shares, the Company shall have the
right and option, in addition to such other
rights and remedies available to it
(including the right to restrain or set aside
such transfer), exercisable by written notice
to the transferee thereof at any time within
ninety (90) days after its discovery of such
transaction, to repurchase for cash all or
any part of such Restricted Shares at an
amount equal to the price paid for such
Restricted Shares by the Purchaser (the
"Repurchase Price").
(2) The nature and extent of
any additional restrictions and the period
for which shares shall be restricted (the
"Restricted Period") shall be determined by
the Committee; provided, however, that the
Restricted Period shall expire in not less
than three nor more than seven consecutive
years measured from the day of the month in
which such shares are purchased. Except as
otherwise determined by the Committee, the
Restricted Period shall be seven years and
the restrictions imposed upon such Restricted
Shares shall automatically lapse as to one-
fifth of such Restricted Shares on the last
day of each of the third, fourth, fifth,
sixth and seventh years after the date of
purchase of such Restricted Shares.
(3) Except as provided in
Subparagraph (d)(4), below, in the event that
a Purchaser's employment with the Company or
a Subsidiary is terminated for any reason,
the Company shall have the right for ninety
(90) days following the termination of such
employment to buy for cash any or all of the
Restricted Shares held by such terminating
Purchaser which on the date of such
termination of employment are subject to the
restrictions imposed thereon by virtue of
this Subparagraph (d). All such Restricted
Shares shall be repurchased at the Repurchase
Price.
(4) In the event a Purchaser
hereunder terminates his employment with the
Company or a Subsidiary because of normal
retirement (as defined in the Manpower Inc.
Retirement Plan or any successor plan
providing retirement benefits), death,
Disability, early retirement with the consent
of the Committee, or for other reasons
determined by the Committee in its sole
discretion to be appropriate, then the
Company shall not have the right to
repurchase any of the Restricted Shares
pursuant to Subparagraph (d)(3), above, and
all such restrictions which would otherwise
be in effect by virtue of this Subparagraph
(d) shall immediately terminate.
(5) Prior to the lapse,
expiration or other termination of the
Restricted Period, Purchasers shall have the
right to vote Restricted Shares, the right to
receive and retain all regular cash dividends
(and such other distributions as the
Committee may designate) paid or distributed
on Shares and all other rights as a holder of
Shares, except that the Company will retain
custody of the stock certificates repre
senting Restricted Shares during the
Restricted Period.
(6) Notwithstanding anything
to the contrary herein contained, upon the
occurrence of a Triggering Event, the
restrictions provided in this Subparagraph
(d) applicable to any Restricted Shares then
held by a Purchaser (or to Restricted Shares
that could be acquired upon the exercise of a
Purchase Right then held by a Holder) shall
immediately lapse, and all such Restricted
Shares shall be treated as Shares of the
Company and the holders thereof shall be
entitled to receive the same consideration
thereupon, if any, payable to the holders of
outstanding Shares of the Company in
connection with the Triggering Event.
10. CASH EQUIVALENT RIGHTS
A cash equivalent right ("CER") may be
granted by the Committee in connection with the award
of Purchase Rights under the Plan. A CER granted under
the Plan shall entitle a Purchaser of Restricted Shares
to a cash payment in an amount and at such time as set
forth under Subparagraph 10(a), below. The Committee
may grant a CER at any time from the date of grant of a
Purchase Right, through and including the time of the
exercise of a Purchase Right, or at any time thereafter
up to, and including, any date thirty (30) days after
the date of the lapse, expiration or other termination
of the restrictions on Restricted Shares imposed under
Subparagraph 9(d), above.
(a) Amount and Time of Payment. Not
later than ninety (90) days after (i) the date of
the lapse, expiration or other termination of the
restrictions on Restricted Shares imposed under
Subparagraph 9(d), above, or (ii) if a Purchaser
shall make an election under Section 83(b) of the
Code as to Restricted Shares purchased hereunder,
the date of notice to the Company of such
election, the holder of a CER shall be entitled to
receive from the Company a cash amount up to 100%
of the excess of the Market Price on the
Recognition Date over the price paid by the
Purchaser for a Restricted Share, multiplied by
the number of Restricted Shares so released from
restrictions or as to which a Section 83(b)
election is made. The "Recognition Date" shall be
the date of the lapse, expiration or other
termination of the restrictions on the Restricted
Shares, except that in the case of an election by
the Purchaser under Section 83(b) of the Code, the
"Recognition Date" shall be the date of purchase
of the Restricted Shares as to which such election
is made.
(b) Repurchase of Shares. In the event
the Company shall be entitled to buy all or any
part of the Restricted Shares purchased by a
Purchaser, and the Company shall exercise such
right to repurchase such Restricted Shares, the
CERs theretofore granted to such Purchaser with
respect to such repurchased Restricted Shares
shall automatically be cancelled forthwith and
have no further force or effect; provided,
however, that any CER cash amounts paid prior to
such termination as a result of a Section 83(b)
election under the Code by the Purchaser shall not
be recoverable by the Company, and the Purchaser
shall not be liable therefor. The filing by the
Purchaser of an election under Section 83(b) as to
Restricted Shares purchased under the Plan shall
in no way affect or impair the Company's right to
repurchase such Restricted Shares as provided in
Subparagraph 9(d), above.
(c) Notice of Election. If a Purchaser
makes an election under Section 83(b) as to any of
the Restricted Shares for which the Purchaser has
been granted a CER, such Purchaser shall be
entitled to payment of such CER only if the
Purchaser notifies the Secretary of the Company of
such election within thirty (30) days of such
election.
11. CESSATION OF EMPLOYEE STATUS
(a) Any Holder who ceases to be an
Employee due to retirement on such Holder's normal
retirement date (as defined in the Manpower Inc.
Retirement Plan or any successor plan providing
retirement benefits) or due to early retirement
with the consent of the Committee shall have:
(1) One (1) year from the
date of such cessation to exercise any Option
granted hereunder as to all or part of the
Shares subject to such Option; provided,
however, that no Incentive Stock Option shall
be exercisable subsequent to ten (10) years
after its date of grant, and provided further
that on the date the Holder ceases to be an
Employee, he then has a present right to
exercise such Option; and
(2) The continuing right to
exercise any Purchase Right granted hereunder
after the date of such cessation; provided,
however, that no Purchase Right shall be
exercisable subsequent to sixty (60) days
after its date of grant, and provided further
that on the date the Holder ceases to be an
Employee, he then has a present right to
exercise such Purchase Right.
(b) Any Holder who ceases to be an
Employee due to Disability shall have:
(1) One (1) year from the
date of such cessation to exercise any Option
granted hereunder as to all or part of the
Shares subject to such Option; provided,
however, that no Incentive Stock Option shall
be exercisable subsequent to ten (10) years
after its date of grant, and provided further
that on the date the Holder ceases to be an
Employee, he then has a present right to
exercise such Option; and
(2) The continuing right to
exercise any Purchase Right granted hereunder
after the date of such cessation; provided,
however, that no Purchase Right shall be
exercisable subsequent to sixty (60) days
after its date of grant, and provided further
that on the date the Holder ceases to be an
Employee, he then has a present right to
exercise such Purchase Right.
(c) In the event of the death of a
Holder while an Employee, any Option or Purchase
Right theretofore granted to such Holder shall, as
to all or any part of the Shares subject to such
Option or Purchase Right, be exercisable:
(1) For one (1) year after
the Holder's death in the case of an Option,
but in no event later than ten (10) years
from its date of grant in the case of an
Incentive Stock Option;
(2) For the remaining term of
a Purchase Right, but in no event later than
sixty (60) days from its date of grant;
(3) Only (A) by the deceased
Holder's designated beneficiary (such
designation to be made in writing at such
time and in such manner as the Committee
shall approve or prescribe), or, if the
deceased Holder dies without a surviving
designated beneficiary, (B) by the personal
representative, administrator, or other
representative of the estate of the deceased
Holder, or by the person or persons to whom
the deceased Holder's rights under the Option
or Purchase Right shall pass by will or the
laws of descent and distribution; and
(4) Only to the extent that
the deceased Holder would have been entitled
to exercise such Option or Purchase Right on
the date of the Holder's death.
A Holder who has designated a beneficiary for
purposes of Subparagraph 11(c)(3)(A), above, may
change such designation at any time, by giving
written notice to the Committee, subject to such
conditions and requirements as the Committee may
prescribe in accordance with applicable law.
(d) If a Holder ceases to be an
Employee for a reason other than those specified
above, to the extent an Option or Purchase Right
is not effectively exercised prior to such
cessation, it shall lapse immediately upon such
cessation, unless the Committee shall, in its sole
discretion, make other provisions for exercise not
inconsistent with the terms of the Plan or
applicable law.
(e) The Committee may in its sole
discretion increase the periods permitted for
exercise of an Option or a Purchase Right if a
Holder ceases to be an Employee as provided in
Subparagraphs 11(a), (b), (c) and (d), above, if
allowable under applicable law; provided, however,
in no event shall an Incentive Stock Option be
exercisable subsequent to ten (10) years after its
date of grant, and in no event shall a Purchase
Right be exercisable subsequent to sixty (60) days
after the date of grant of such Purchase Right.
(f) The Plan shall not confer upon any
Holder any right with respect to continuation of
employment by the Company or a Subsidiary, nor
shall it interfere in any way with the right of
the Company or such Subsidiary to terminate any
Holder's employment at any time.
12. TRANSFERABILITY
(a) Except as otherwise provided in
this Paragraph 12, Options, Purchase Rights, SARs
and CERs granted to a Holder under this Plan shall
be not transferable, and during the lifetime of
the Holder shall be exercisable only by the
Holder. A Holder shall have the right to transfer
the Options, Purchase Rights, SARs and CERs
granted to such Holder upon such Holder's death,
either pursuant to a beneficiary designation
described in Subparagraph 11(c)(3)(A), above, or,
if the deceased Holder dies without a surviving
designated beneficiary, by the terms of such
Holder's will or under the laws of descent and
distribution, subject to the limitations set forth
in Paragraph 11, above, and all such distributees
shall be subject to all terms and conditions of
this Plan to the same extent as would the Holder,
except as otherwise expressly provided herein or
as determined by the Committee.
(b) An Option Agreement may
provide that Options are transferable to members
of a Holder's immediate family, to trusts for the
benefit of such immediate family members, and to
partnerships in which such family members are the
only partners. For purposes of the preceding
sentence, "immediate family" shall mean a Holder's
children, grandchildren, and spouse.
13. EXERCISE
An Option Agreement or Purchase Right
Agreement may provide for exercise of its respective
Option or Purchase Right in such amounts and at such
times as shall be specified therein; provided, however,
except as provided in Paragraph 11, above, no Option or
Purchase Right may be exercised unless the Holder is
then in the employ of the Company or a Subsidiary and
shall have been continuously so employed since its date
of grant. A Purchase Right granted under the Plan
shall not be exercisable at any time at which the
purchase price (as provided in Subparagraph 9(c),
above) is greater than ten percent (10%) of the then
fair market value per Share, as determined by the
Committee in conformity with applicable laws and
regulations of the Securities and Exchange Commission.
An Option or Purchase Right shall be exercisable by a
Holder's giving written notice of exercise to the
Secretary of the Company accompanied by payment of the
required exercise or purchase price. The Holder who
elects to exercise a SAR shall so notify the Secretary
of the Company in writing, and, in conjunction
therewith, the Holder's Option Agreement shall be
appropriately amended or cancelled. The Company shall
have the right to delay the issue or delivery of any
Shares under the Plan until (a) the completion of such
registration or qualification of such Shares under any
federal or state law, ruling or regulation as the
Company shall determine to be necessary or advisable,
and (b) receipt from the Holder of such documents and
information as the Committee may deem necessary or
appropriate in connection with such registration or
qualification.
14. SECURITIES LAWS
Each Option Agreement and Purchase Right
Agreement shall contain such representations,
warranties and other terms and conditions as shall be
necessary in the opinion of counsel to the Company to
comply with all applicable federal and state securities
laws.
15. ADJUSTMENT PROVISIONS
In the event of any stock dividend, split-up,
recapitalization, merger, consolidation, combination or
exchange of shares, or the like, as a result of which
shares of any class shall be issued in respect of the
outstanding Shares, or the Shares shall be changed into
the same or a different number of the same or another
class of stock, or into securities of another person,
cash or other property (not including a regular cash
dividend), the total number of Shares authorized to be
offered in accordance with Paragraph 3, the number of
Shares subject to each outstanding Option and Purchase
Right, the exercise price applicable to each such
Option and Purchase Right, and/or the consideration to
be received upon exercise of each such Option, Purchase
Right, SAR or CER shall be adjusted as deemed equitable
by the Committee. In addition, the Committee shall, in
its sole discretion, have authority to provide, in
appropriate cases, for (i) waiver in whole or in part,
of any remaining restrictions or vesting requirements
in connection with any Option, Purchase Right, SAR or
CER hereunder and/or (ii) the conversion of outstanding
Options, Purchase Rights, SARs or CERs into cash or
other property to be received in certain of the
transactions specified in the preceding sentence upon
effectiveness of such transactions. Any adjustment,
waiver, conversion or the like carried out by the
Committee under this Paragraph shall be conclusive and
binding for all purposes of the Plan.
16. TIME OF GRANTING
Nothing contained in the Plan or in any
resolution adopted or to be adopted by the Board of
Directors or the shareholders of the Company and no
action taken by the Committee shall constitute the
granting of any Option or Purchase Right hereunder.
The granting of an Option pursuant to the Plan shall
take place only when a written Option Agreement shall
have been duly executed by and on behalf of the
Company. The granting of a Purchase Right pursuant to
the Plan shall take place only when a Purchase Right
Agreement shall have been duly executed by and on
behalf of the Company.
17. TAXES
(a) The Company shall be entitled to
pay or withhold the amount of any tax which it
believes is required as a result of the grant or
exercise of any Option, SAR, Purchase Right or CER
under the Plan, and the Company may defer making
delivery with respect to cash and/or Shares
obtained pursuant to exercise of any Option, SAR,
Purchase Right or CER until arrangements
satisfactory to it have been made with respect to
any such withholding obligations. An Employee
exercising an Option may, at his election, satisfy
his obligation for payment of withholding taxes
either by having the Company retain a number of
Shares having an aggregate Market Price on the
date the Shares are withheld equal to the amount
of the withholding tax or by delivering to the
Company Shares already owned by the Employee
having an aggregate Market Price on the business
day immediately preceding the day on which such
Shares are delivered equal to the amount of the
withholding tax.
(b) An Employee who owns Restricted
Shares may, at his election, satisfy his
obligation for payment of withholding taxes by
either having the Company withhold from the shares
to be delivered upon lapse of the restrictions a
number of Shares having an aggregate Market Price
on the date the Shares are withheld equal to the
amount of the withholding tax or by delivering to
the Company Shares already owned by the Employee
having an aggregate Market Price on the business
day immediately preceding the day on which such
Shares are delivered equal to the amount of the
withholding tax.
18. EFFECTIVENESS OF THE PLAN
The Plan, as approved by the Company's Board
of Directors, shall become effective as of the date of
such approval.
19. TERMINATION AND AMENDMENT
Unless the Plan shall theretofore have been
terminated as hereinafter provided, no Incentive Stock
Option hereunder shall be granted after December 31,
2000. The Board of Directors of the Company may
terminate the Plan or make such modifications or
amendments thereof as it shall deem advisable,
including, but not limited to, such modifications or
amendments as it shall deem advisable in order to
conform to any law or regulation applicable thereto,
and, including, but not limited to, modifications or
amendments for the purpose of complying with, or taking
advantage of, income or other tax or legal requirements
or practices of foreign countries which are applicable
to Employees; provided, however, that the Board of
Directors may not, unless otherwise permitted under
federal law, without further approval of the holders of
a majority of the Shares voted at any meeting of
shareholders at which a quorum is present and voting,
adopt any amendment to the Plan for which shareholder
approval is required under tax, securities or any other
applicable law, including, but not limited to, any
amendment to the Plan which would cause the Plan to no
longer comply with Rule 16b-3 of the Exchange Act or
any successor rule or other regulatory requirements.
No termination, modification or amendment of the Plan
may, without the consent of the Holder, adversely
affect the rights of such Holder under an outstanding
Option or Purchase Right then held by the Holder.
The Committee may amend, modify or terminate
an outstanding Option, Purchase Right, SAN or CER,
including, but not limited to, substituting another
award of the same or of a different type, changing the
date of exercise, or converting an Incentive Stock
Option into a Nonstatutory Stock Option; provided,
however, that the Holder's consent to such action shall
be required unless the Committee determines that the
action, taking into account any related action, would
not materially and adversely affect the Holder.
20. OTHER BENEFIT AND COMPENSATION PROGRAMS
Payments and other benefits received by an
Employee under an Option, Purchase Right, SAR or CER
granted pursuant to the Plan shall not be deemed a part
of such Employee's regular, recurring compensation for
purposes of the termination, indemnity or severance pay
law of any country and shall not be included in, nor
have any effect on, the determination of benefits under
any other employee benefit plan, contract or similar
arrangement provided by the Company or any Subsidiary
unless expressly so provided by such other plan,
contract or arrangement, or unless the Committee
expressly determines otherwise.
21. RULE 16b-3
(a) It is intended that the Plan meet
all of the requirements of Rule 16b-3 of the
Exchange Act. If any provision of the Plan would
disqualify the Plan, or would not comply with,
Rule 16b-3, such provision shall be construed or
deemed amended to conform to Rule 16b-3.
(b) Any election by an Employee subject
to Section 16 of the Exchange Act, pursuant to
Paragraph 6(d) or 17 hereof, may be made only
during such times as permitted by Rule 16b-3 and
may be disapproved by the Committee any time after
the election.
SECTION B
1. GENERAL
(a) Except to the extent not
inconsistent with the terms specifically set out
below, this Section B incorporates all of the
provisions of Section A. This Section B of the
Plan shall apply to Employees who are employed in
the United Kingdom; and shall be referred to below
as the "Scheme." This Section B, as restated,
became effective on ___________, 1996 following
the approval of certain amendments by the Board of
Directors of the Company and the Board of Inland
Revenue.
(b) SARs shall not be granted in tandem
with Options granted to Employees under the
Scheme.
(c) Neither Nonstatutory Stock Options,
nor Purchase Rights, nor CERs shall be granted to
Employees under the Scheme.
(d) Except as otherwise indicated
herein, all Options granted under the Scheme shall
be subject to the provisions of Section A relating
to "Incentive Stock Options," except that such
Options shall not be required to be specified to
be "Incentive Stock Options."
2. DEFINITIONS
In this Scheme the following words and
expressions have the following meanings except where
the context otherwise requires:
(a) "Act" shall mean the Income and
Corporation Taxes Act 1988.
(b) "Approval" shall mean approval
under Schedule 9.
(c) "Approved Scheme" shall mean a
share option scheme, other than a savings-related
share option scheme, approved under Schedule 9.
(d) "Employee" shall mean any employee
of the Company or its Subsidiaries, provided that
no person who is precluded from participating in
the Scheme by paragraph 8 of Schedule 9 shall be
regarded as an Employee.
(e) "Exercise Price" shall mean the
Market Price as defined in Paragraph 2 of Section
A for the business day immediately preceding the
date of grant of an Option unless the Committee
determines, in its sole discretion, to apply, in
addition or alternatively, the following
definition. The Committee, in its sole
discretion, may determine that "Exercise Price"
shall mean the following:
(i) If, at the date of grant,
Shares are listed on the London Stock
Exchange, then the Exercise Price shall be an
amount equal to the middle market quotation
of a Share on the day prior to the date of
grant of the Option as ascertained from
the Daily Official List of the London Stock
Exchange; or
(ii) If, at the date of
grant, Shares are not listed on the London
Stock Exchange, then the Exercise Price shall
be such amount as the Committee considers
represents the market value of a Share and is
agreed in advance for the purposes of the
Scheme with the Shares Valuation Division of
the Inland Revenue, provided that the
Exercise Price shall not be less than the par
value of a Share.
(f) "London Stock Exchange" shall mean
London Stock Exchange Limited or its successor
body operating the London Stock Exchange.
(g) "Redundancy" shall mean dismissal
by reason of redundancy within the meaning of the
Employment Rights Act 1996.
(h) "Revenue Limit" shall mean 30,000
British Pound Sterling or such other amount as may
from time to time be the appropriate limit for the
purpose of paragraph 28(1) of Schedule 9.
(i) "Schedule 9" shall mean Schedule 9
to the Act.
(j) "Share" shall mean $0.01 par value
common stock of the Company which satisfies the
conditions of paragraphs 10 to 14 of Schedule 9.
(k) "Subsidiary" shall mean a company
which is for the time being a subsidiary of the
Company within the meaning of Section 736 of the
Companies Act 1985.
Other words or expressions, so far as not
inconsistent with the context, have the same meanings
as in Schedule 9.
Any reference to a statutory provision shall
be deemed to include that provision as the same may
from time to time hereafter be amended or re-enacted.
3. LIMITS
The aggregate market value of Shares which
the Employee may acquire in pursuance of rights
obtained under the Scheme or under any other Approved
Scheme established by the Company or by any associated
company (within the meaning of Section 187(2) of the
Act) of the Company (and not exercised), such aggregate
market value being determined at the time the rights
are obtained, shall not exceed the Revenue Limit.
4. TERMS OF OPTIONS
(a) No Option granted under the Scheme
may be transferred, assigned, charged or otherwise
alienated. The provisions of Paragraph 12 of
Section A shall not apply for the purposes of this
Scheme.
(b) An Option granted under the Scheme
shall not be exercised by a Holder at any time
when he is ineligible to participate by virtue of
paragraph 8 of Schedule 9.
(c) As provided in Paragraph 13 of
Section A an Option shall be exercised by notice
in writing given by the Holder to the Secretary of
the Company accompanied by payment of the required
Exercise Price which must be satisfied in cash.
The provisions of Subparagraph 6(d) of Section A
shall not apply for the purposes of this Scheme.
(d) For the purposes of this Scheme,
Subparagraph 11(a)(1) of Section A shall read:
"Six (6) months (or such
longer period as the Committee may in its
absolute discretion think fit) from the date
of such cessation to exercise any Option
granted hereunder as to all or part of the
Shares subject to such Option; provided,
however, that no Option shall be exercisable
subsequent to ten (10) years after its date
of grant, and provided further that on the
date the Holder ceases to be an Employee, he
then has a present right to exercise such
Option; and"
(e) For the purposes of this Scheme,
Subparagraph 11(b) of Section A shall read:
"Any Holder who ceases to be
an Employee due to Disability, injury,
Redundancy, or his employer ceasing to be a
Subsidiary or the operating division by which
he is employed being disposed of by a
Subsidiary or the Company shall have:
(1) One (1) year from the
date of such cessation due to Disability to
exercise any Option granted hereunder as to
all or part of the Shares subject to such
Option; provided, however, that no Option
shall be exercisable subsequent to ten (10)
years after its date of grant, and provided
further that on the date the Holder ceases to
be an Employee, he then has a present right
to exercise such Option; and
(2) Six (6) months from the
date of such cessation due to injury,
Redundancy, or his employer ceasing to be a
Subsidiary or the operating division by which
he is employed being disposed of by a
Subsidiary or the Company to exercise any
Option granted hereunder as to all or part of
the Shares subject to such Option; provided,
however, that no Option shall be exercisable
subsequent to ten (10) years after its date
of grant, and provided further that on the
date the Holder ceases to be an Employee, he
then has a present right to exercise such
Option."
(f) For the purposes of this Scheme,
Subparagraph 11(c)(3) of Section A shall read:
"Only by the personal
representative, administrator or the
representative of the estate of the deceased
Holder;"
(g) For the purposes of this Scheme,
Subparagraph 11(e) of Section A shall read:
"The Committee may in its sole
discretion increase the periods permitted for
exercise of an Option as provided in
Subparagraphs 11(a), (b), (c) and (d) above;
provided, however, in no event shall an
Option be exercisable subsequent to ten (10)
years after its date of grant, except under
Subparagraph 11(c) when an Option shall be
exercisable subsequent to ten (10) years
after its date of grant, provided that such
Option is exercised within one (1) year after
the Holder's death."
5. ADJUSTMENTS
The adjustment provisions in the first
sentence of Paragraph 15 of Section A shall apply for
the purposes of this Scheme, provided that no such
adjustment shall be made without the prior approval of
the Board of Inland Revenue and the class of Shares
subject to Options shall not be altered unless follow
ing such alteration, the shares would comply with
Paragraphs 10 to 14 of Schedule 9.
6. ADMINISTRATION OR AMENDMENT
(a) The Scheme shall be administered
under the direction of the Committee as set out in
Section A provided that:
(i) for so long as the
Committee determines that the Scheme is to be
an Approved Scheme no amendment shall be made
without the prior approval of the Board of
Inland Revenue; and
(ii) if an amendment is
proposed at a time when the Scheme is an
Approved Scheme the Committee shall notify
the Board of Inland Revenue prior to making
such amendment.