BANTA CORPORATION
EQUITY INCENTIVE PLAN
As Amended
Section 1. Purpose
The purpose of the Banta Corporation Equity Incentive Plan, as amended (the
"Plan"), is to promote the best interests of Banta Corporation (together with
any successor thereto, the "Company") and its shareholders by providing key
employees of the Company and its Affiliates (as defined below) and members of
the Company's Board of Directors who are not employees of the Company or its
Affiliates with an opportunity to acquire a proprietary interest in the Company.
It is intended that the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those key
employees who are primarily responsible for shaping and carrying out the
long-range plans of the Company and securing the Company's continued growth and
financial success. In addition, by encouraging stock ownership by directors who
are not employees of the Company or its Affiliates, the Company seeks to attract
and retain on its Board of Directors persons of exceptional competence and to
provide a further incentive to serve as a director of the Company.
Section 2. Definitions
As used in the Plan, the following terms shall have the respective meanings
set forth below:
(a) "Affiliate" shall mean any entity that, directly or through one or more
intermediaries, is controlled by, controls, or is under common control with, the
Company.
(b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock or Performance Share granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award granted under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Commission" shall mean the United States Securities and Exchange
Commission or any successor agency.
(f) "Committee" shall mean a committee of the Board of Directors of the
Company designated by such Board to administer the Plan and composed of not less
than two directors, each of whom is a "non-employee director for purposes of
Section 16" within the meaning of Rule 16b-3 and each of whom is an "outside
director" within the meaning of Section 162(m)(4)(C) of the Code (or any
successor provision thereto).
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(h) "Excluded Items" shall mean any items which the Committee determines
shall be excluded in fixing Performance Goals, such as any gains or losses from
discontinued operations, any extraordinary gains or losses and the effects of
accounting changes.
(i) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.
(j) "Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code (or any successor provision thereto).
(k) "Key Employee" shall mean any officer or other key employee of the
Company or of any Affiliate who is responsible for or contributes to the
management, growth or profitability of the business of the Company or any
Affiliate as determined by the Committee.
(l) "Non-Employee Director" shall mean any member of the Company's Board of
Directors who is not an employee of the Company or of any Affiliate.
(m) "Non-Qualified Stock Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option and shall
mean any option granted to a Non-Employee Director under Section 6(b) of the
Plan.
(n) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.
(o) "Participating Key Employee" shall mean a Key Employee designated to be
granted an Award under the Plan.
(p) "Performance Goals" shall mean the following (in all cases after
excluding the impact of applicable Excluded Items):
(i) Return on equity for the Performance Period for the Company on a
consolidated basis.
(ii) Return on investment for the Performance Period (aa) for the
Company on a consolidated basis, (bb) for any one or more Affiliates or
divisions of the Company and/or (cc) for any other business unit or units
of the Company as defined by the Committee at the time of selection.
(iii) Return on net assets for the Performance Period (aa) for the
Company on a consolidated basis, (bb) for any one or more Affiliates or
divisions of the Company and/or (cc) for any other business unit or units
of the Company as defined by the Committee at the time of selection.
(iv) Economic value added (as defined by the Committee at the time of
selection) for the Performance Period (aa) for the Company on a
consolidated basis, (bb)
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for any one or more Affiliates or divisions of the Company and/or (cc) for
any other business unit or units of the Company as defined by the Committee
at the time of selection.
(v) Earnings from operations for the Performance Period (aa) for the
Company on a consolidated basis, (bb) for any one or more Affiliates or
divisions of the Company and/or (cc) for any other business unit or units
of the Company as defined by the Committee at the time of selection.
(vi) Pre-tax profits for the Performance Period (aa) for the Company
on a consolidated basis, (bb) for any one or more Affiliates or divisions
of the Company and/or (cc) for any other business unit or units of the
Company as defined by the Committee at the time of selection.
(vii) Net earnings for the Performance Period (aa) for the Company on
a consolidated basis, (bb) for any one or more Affiliates or divisions of
the Company and/or (cc) for any other business unit or units of the Company
as defined by the Committee at the time of selection.
(viii) Net earnings per Share for the Performance Period for the
Company on a consolidated basis.
(ix) Working capital as a percent of net sales for the Performance
Period (aa) for the Company on a consolidated basis, (bb) for any one or
more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at the
time of selection.
(x) Net cash provided by operating activities for the Performance
Period (aa) for the Company on a consolidated basis, (bb) for any one or
more Affiliates or divisions of the Company and/or (cc) for any other
business unit or units of the Company as defined by the Committee at the
time of selection.
(xi) Market price per Share for the Performance Period.
(xii) Total shareholder return for the Performance Period for the
Company on a consolidated basis.
(q) "Performance Period" shall mean, in relation to Performance Shares, any
period for which a Performance Goal or Goals have been established; provided,
however, that such period shall not be less than one year.
(r) "Performance Share" shall mean any right granted under Section 6(e) of
the Plan that will be paid out as a Share (which, in specified circumstances,
may be a Share of Restricted Stock).
(s) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
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(t) "Released Securities" shall mean Shares of Restricted Stock with
respect to which all applicable restrictions have expired, lapsed, or been
waived.
(u) "Restricted Securities" shall mean Awards of Restricted Stock or other
Awards under which issued and outstanding Shares are held subject to certain
restrictions.
(v) "Restricted Stock" shall mean any Share granted under Section 6(d) of
the Plan or, in specified circumstances, a Share paid in connection with a
Performance Share under Section 6(e) of the Plan.
(w) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the Commission
under the Exchange Act, or any successor rule or regulation thereto.
(x) "Shares" shall mean shares of common stock of the Company, $.10 par
value, and such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(b) of the Plan.
(y) "Stock Appreciation Right" shall mean any right granted under Section
6(c) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided, however, that if
at any time the Committee shall not be in existence, the functions of the
Committee as specified in the Plan shall be exercised by a committee consisting
of those members of the Board of Directors of the Company who qualify as
"non-employee directors for purposes of Section 16" under Rule 16b-3 and as
"outside directors" under Section 162(m)(4)(C) of the Code (or any successor
provision thereto). To the extent permitted by applicable law, the Committee may
delegate to one or more executive officers of the Company any or all of the
authority and responsibility of the Committee with respect to the Plan, other
than with respect to Persons who are subject to Section 16 of the Exchange Act.
To the extent the Committee has so delegated to one or more executive officers
the authority and responsibility of the Committee, all references to the
Committee herein shall include such officer or officers. Subject to the terms of
the Plan and without limitation by reason of enumeration, the Committee shall
have full power and authority to: (i) designate Participating Key Employees;
(ii) determine the type or types of Awards to be granted to each Participating
Key Employee under the Plan; (iii) determine the number of Shares to be covered
by (or with respect to which payments, rights, or other matters are to be
calculated in connection with) Awards granted to Participating Key Employees;
(iv) determine the terms and conditions of any Award granted to a Participating
Key Employee; (v) determine whether, to what extent, and under what
circumstances Awards granted to Participating Key Employees may be settled or
exercised in cash, Shares, other securities, other Awards, or other property,
and the method or methods by which Awards may be settled, exercised, cancelled,
forfeited, or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other Awards, and other amounts payable with respect
to an Award granted to Participating Key Employees under the Plan 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 (including, without
limitation, any Award Agreement); (viii) establish, amend, suspend, or waive
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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 Affiliate, any Participating Key
Employee, any Non-Employee Director, any holder or beneficiary of any Award, any
shareholder, and any employee of the Company or of any Affiliate.
Notwithstanding the foregoing, Awards to Non-Employee Directors under the Plan
shall be automatic and the amount and terms of such Awards shall be determined
as provided in Section 6(b) of the Plan.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in Section 4(b):
(i) Number of Shares Available. The number of Shares with respect to
which Awards may be granted under the Plan shall be 5,000,000. If, after
the effective date of the Plan, any Shares covered by an Award granted
under the Plan, or to which any Award relates, are forfeited or if an Award
otherwise terminates, expires or is cancelled prior to the delivery of all
of the Shares or of other consideration issuable or payable pursuant to
such Award, then the number of Shares counted against the number of Shares
available under the Plan in connection with the grant of such Award, to the
extent of any such forfeiture, termination, expiration or cancellation,
shall again be available for granting of additional Awards under the Plan.
(ii) Limitations on Awards to Individual Participants. No
Participating Key Employee shall be granted, during any calendar year,
Options for more than 300,000 Shares, Stock Appreciation Rights with
respect to more than 50,000 Shares, more than 50,000 Shares of Restricted
Stock and/or more than 50,000 Performance Shares under the Plan. Such
number of Shares as specified in the preceding sentence shall be subject to
adjustment in accordance with the terms of Section 4(b) hereof. In all
cases, determinations under this Section 4(a)(ii) shall be made in a manner
that is consistent with the exemption for performance-based compensation
provided by Section 162(m) of the Code (or any successor provision thereto)
and any regulations promulgated thereunder.
(iii) Accounting for Awards. The number of Shares covered by an Award
under the Plan, or to which such Award relates, shall be counted on the
date of grant of such Award against the number of Shares available for
granting Awards under the Plan.
(iv) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other
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property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee may, in such manner as it may deem equitable,
adjust any or all of (i) the number and type of Shares subject to the Plan and
which thereafter may be made the subject of Awards under the Plan, (ii) the
number and type of Shares subject to outstanding Awards, and (iii) the grant,
purchase, or exercise price with respect to any Award, or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, in each case, that with respect to Awards of Incentive
Stock Options no such adjustment shall be authorized to the extent that such
authority would cause the Plan to violate Section 422(b) of the Code (or any
successor provision thereto); and provided further that the number of Shares
subject to any Award payable or denominated in Shares shall always be a whole
number. Notwithstanding the foregoing, Non-Qualified Stock Options subject to
grant or previously granted to Non-Employee Directors under Section 6(b) of the
Plan at the time of any event described in the preceding sentence shall be
subject to only such adjustments as shall be necessary to maintain the relative
proportionate interest represented thereby immediately prior to any such event
and to preserve, without exceeding, the value of such Options.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-director of
the Company or of any Affiliate, shall be eligible to be designated a
Participating Key Employee. All Non-Employee Directors shall receive Awards of
Non-Qualified Stock Options as provided in Section 6(b).
Section 6. Awards
(a) Option Awards to Key Employees. The Committee is hereby authorized to
grant Options to Key Employees with the terms and conditions as set forth below
and with such additional terms and conditions, in either case not inconsistent
with the provisions of the Plan, as the Committee shall determine.
(i) Exercise Price. The exercise price per Share of an Option granted
pursuant to this Section 6(a) shall be determined by the Committee;
provided, however, that such exercise price shall not be less than 100% of
the Fair Market Value of a Share on the date of grant of such Option.
(ii) Option Term. The term of each Option shall be fixed by the
Committee; provided, however, that in no event shall the term of any
Incentive Stock Option exceed a period of ten years from the date of its
grant.
(iii) Exercisability and Method of Exercise. An Option shall become
exercisable in such manner and within such period or periods and in such
installments or otherwise as shall be determined by the Committee. The
Committee also shall determine
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the method or methods by which, and the form or forms, including, without
limitation, cash, Shares, other securities, other Awards, or other
property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price, in which payment of the
exercise price with respect to any Option may be made or deemed to have
been made.
(iv) Incentive Stock Options. The terms of any Incentive Stock Option
granted under the Plan shall comply in all respects with the provisions of
Section 422 of the Code (or any successor provision thereto) and any
regulations promulgated thereunder. Notwithstanding any provision in the
Plan to the contrary, no Incentive Stock Option may be granted hereunder
after December 6, 2004.
(b) Non-Qualified Stock Option Awards to Non-Employee Directors.
(i) Eligibility. Each Non-Employee Director shall automatically be
granted Non-Qualified Stock Options under the Plan in the manner set forth
in this Section 6(b). A Non-Employee Director may hold more than one
Non-Qualified Stock Option, but only on the terms and subject to any
restrictions set forth herein.
(ii) Grant of Options to Newly-Elected Non-Employee Directors. Any
Person who is first elected as a Non-Employee Director after the effective
date of the Plan shall, on the date of such election, automatically be
granted a Non-Qualified Stock Option to purchase 6,000 Shares (which number
of Shares shall be subject to adjustment in the manner provided in Section
4(b) hereof).
(iii) Annual Option Grants to Non-Employee Directors. Each
Non-Employee Director (if he or she continues to serve in such capacity)
shall, on the day following the annual meeting of shareholders in each year
during the time the Plan is in effect, automatically be granted a
Non-Qualified Stock Option to purchase 3,000 Shares (which number of Shares
shall be subject to adjustment in the manner provided in Section 4(b)
hereof); provided, however, that a Person who is first elected as a
Non-Employee Director on the date of an annual meeting of shareholders and
who receives on that date a Non-Qualified Stock Option pursuant to Section
6(b)(ii) hereof shall not be eligible to begin to receive grants pursuant
to this Section 6(b)(iii) until the day following the next succeeding
annual meeting of shareholders.
(iv) Grant Limitation. Notwithstanding the provisions of Sections
6(b)(ii) and 6(b)(iii) hereof, Non-Qualified Stock Options shall be
automatically granted to Non-Employee Directors under the Plan only for so
long as the Plan remains in effect and a sufficient number of Shares are
available hereunder for the granting of such Options.
(v) Exercise Price. The exercise price per Share for a Non-Qualified
Stock Option granted to a Non-Employee Director under the Plan shall be
equal to 100% of the "market value" of a Share on the date of grant of such
Option. The "market value" of a Share on the date of grant to the
Non-Employee Director shall be the closing price per Share for the Shares
on the New York Stock Exchange on the trading date next preceding the date
of grant, or if no trading occurred on the trading date next preceding the
date on
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which the Non-Qualified Stock Option is granted, then the "market value"
per Share shall be determined with reference to the next preceding date on
which the Shares were traded.
(vi) Exercisability and Termination of Options. Non-Qualified Stock
Options granted to Non-Employee Directors under the Plan shall become
exercisable six months following the date of grant; provided, however, that
if a Non-Employee Director ceases to be a director of the Company by reason
of death, disability or retirement within six months after the date of
grant, the Option shall become immediately exercisable in full.
Non-Qualified Stock Options granted to Non-Employee Directors shall
terminate on the earlier of:
(A) ten years after the date of grant; or
(B) twelve months after the Non-Employee Director ceases to be a
director of the Company for any reason, including as a result of the
Non-Employee Director's death, disability or retirement.
(vii) Exercise of Options. A Non-Qualified Stock Option granted to a
Non-Employee Director may be exercised, subject to its terms and conditions
and the terms and conditions of the Plan, in full at any time or in part
from time to time by delivery to the Secretary of the Company at the
Company's principal office in Menasha, Wisconsin, of a written notice of
exercise specifying the number of shares with respect to which the Option
is being exercised. Any notice of exercise shall be accompanied by full
payment of the exercise price of the Shares being purchased (x) in cash or
its equivalent; (y) by tendering previously acquired Shares (valued at
their "market value" [as determined in accordance with Section 6(b)(v)] as
of the date of exercise); or (z) by any combination of the means of payment
set forth in subparagraphs (x) and (y). For purposes of subparagraphs (y)
and (z) above, the term "previously acquired Shares" shall only include
Shares owned by the Non-Employee Director prior to the exercise of the
Option for which payment is being made and shall not include Shares which
are being acquired pursuant to the exercise of said Option. No shares will
be issued until full payment therefor has been made.
(c) Stock Appreciation Rights. The Committee is hereby authorized to grant
Stock Appreciation Rights to Key Employees. Non-Employee Directors are not
eligible to be granted Stock Appreciation Rights under the Plan. Subject to the
terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to receive,
upon exercise thereof, the excess of (i) the Fair Market Value of one Share on
the date of exercise over (ii) the grant price of the Stock Appreciation Right
as specified by the Committee, which shall not be less than 100% of the Fair
Market Value of one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan, the grant price, term, methods of exercise,
methods of settlement (including whether the Participating Key Employee will be
paid in cash, Shares, other securities, other Awards, or other property, or any
combination thereof), and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.
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(d) Restricted Stock Awards.
(i) Issuance. The Committee is hereby authorized to grant Awards of
Restricted Stock to Key Employees; provided, however, that the aggregate
number of Shares of Restricted Stock granted under the Plan to all
Participating Key Employees as a group shall not exceed 225,000 (such
number of Shares subject to adjustment in accordance with the terms of
Section 4(b) hereof). Non-Employee Directors are not eligible to be granted
Restricted Stock under the Plan.
(ii) Restrictions. Shares of Restricted Stock granted to Participating
Key Employees shall be subject to such restrictions as the Committee may
impose (including, without limitation, any limitation on the right to vote
a Share of Restricted Stock or the right to receive any dividend or other
right or property), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise, as
the Committee may deem appropriate.
(iii) Registration. Any Restricted Stock granted under the Plan to a
Participating Key Employee may be evidenced in such manner as the Committee
may deem appropriate, including, without limitation, book-entry
registration or issuance of a stock certificate or certificates. In the
event any stock certificate is issued in respect of Shares of Restricted
Stock granted under the Plan to a Participating Key Employee, such
certificate shall be registered in the name of the Participating Key
Employee and shall bear an appropriate legend (as determined by the
Committee) referring to the terms, conditions, and restrictions applicable
to such Restricted Stock.
(iv) Payment of Restricted Stock. At the end of the applicable
restriction period relating to Restricted Stock granted to a Participating
Key Employee, one or more stock certificates for the appropriate number of
Shares, free of restrictions imposed under the Plan, shall be delivered to
the Participating Key Employee, or, if the Participating Key Employee
received stock certificates representing the Restricted Stock at the time
of grant, the legends placed on such certificates shall be removed.
(v) Forfeiture. Except as otherwise determined by the Committee, upon
termination of employment of a Participating Key Employee (as determined
under criteria established by the Committee) for any reason during the
applicable restriction period, all Shares of Restricted Stock still subject
to restriction shall be forfeited by the Participating Key Employee;
provided, however, that the Committee may, when it finds that a waiver
would be in the best interests of the Company, waive in whole or in part
any or all remaining restrictions with respect to Shares of Restricted
Stock held by a Participating Key Employee.
(e) Performance Shares.
(i) Issuance. The Committee is hereby authorized to grant Awards of
Performance Shares to Participating Key Employees; provided, however, that
the aggregate number of Performance Shares granted under the Plan to all
Participating Key Employees as a group shall not exceed 750,000 (such
number of Shares subject to adjustment in
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accordance with the terms of Section 4(b) hereof). Non-Employee Directors
are not eligible to be granted Performance Shares under the Plan.
(ii) Performance Goals and Other Terms. The Committee shall determine
the Performance Period, the Performance Goal or Goals (and the performance
level or levels related thereto) to be achieved during any Performance
Period, the proportion of payments, if any, to be made for performance
between the minimum and full performance levels for any Performance Goal
and, if applicable, the relative percentage weighting given to each of the
selected Performance Goals, the restrictions applicable to Shares of
Restricted Stock received upon payment of Performance Shares if Performance
Shares are paid in such manner, and any other terms, conditions and rights
relating to a grant of Performance Shares. The Committee shall have sole
discretion to alter the selected Performance Goals set forth in Section
2(p), subject to shareholder approval, to the extent required to qualify
the Award for the performance-based exemption provided by Section 162(m) of
the Code (or any successor provision thereto). Notwithstanding the
foregoing, in the event the Committee determines it is advisable to grant
Performance Shares which do not qualify for the performance-based exemption
under Section 162(m) of the Code (or any successor provision thereto), the
Committee may make such grants without satisfying the requirements thereof.
(iii) Rights and Benefits During the Performance Period. The Committee
may provide that, during a Performance Period, a Participating Key Employee
shall be paid cash amounts, with respect to each Performance Share held by
such Participating Key Employee, in the same manner, at the same time, and
in the same amount paid, as a cash dividend on a Share. Participating Key
Employees shall have no voting rights with respect to Performance Shares
held by them.
(iv) Payment of Performance Shares. As soon as is reasonably
practicable following the end of the applicable Performance Period, and
subject to the Committee certifying in writing as to the satisfaction of
the requisite Performance Goal or Goals if such certification is required
in order to qualify the Award for the performance-based exemption provided
by Section 162(m) of the Code (or any successor provision thereto), one or
more certificates representing the number of Shares equal to the number of
Performance Shares payable shall be registered in the name of and delivered
to the Participating Key Employee; provided, however, that any Shares of
Restricted Stock payable in connection with Performance Shares shall,
pending the expiration, lapse, or waiver of the applicable restrictions, be
evidenced in the manner as set forth in Section 6(d)(iii) hereof.
(f) General.
(i) No Consideration for Awards. Awards shall be granted to
Participating Key Employees for no cash consideration unless otherwise
determined by the Committee. Awards of Non-Qualified Stock Options granted
to Non-Employee Directors under Section 6(b) of the Plan shall be granted
for no cash consideration unless otherwise required by law.
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(ii) Award Agreements. Each Award granted under the Plan shall be
evidenced by an Award Agreement in such form (consistent with the terms of
the Plan) as shall have been approved by the Committee.
(iii) Awards May Be Granted Separately or Together. Awards to
Participating Key Employees under the Plan may be granted either alone or
in addition to, in tandem with, or in substitution for any other Award or
any award granted under any other plan of the Company or any Affiliate.
Awards granted in addition to or in tandem with other Awards, or in
addition to or in tandem with awards granted under any other plan of the
Company or any Affiliate, may be granted either at the same time as or at a
different time from the grant of such other Awards or awards.
(iv) Forms of Payment Under Awards. Subject to the terms of the Plan
and of any applicable Award Agreement, payments or transfers to be made by
the Company or an Affiliate upon the grant, exercise, or payment of an
Award to a Participating Key Employee may be made in such form or forms as
the Committee shall determine, and may be made in a single payment or
transfer, in installments, or on a deferred basis, in each case in
accordance with rules and procedures established by the Committee. Such
rules and procedures may include, without limitation, provisions for the
payment or crediting of interest on installment or deferred payments.
(v) Limits on Transfer of Awards. No Award (other than Released
Securities), and no right under any such Award, shall be assignable,
alienable, saleable, or transferable by a Participating Key Employee or a
Non-Employee Director otherwise than by will or by the laws of descent and
distribution (or, in the case of an Award of Restricted Securities, to the
Company); provided, however, that a Participating Key Employee at the
discretion of the Committee may, and a Non-Employee Director shall, be
entitled, in the manner established by the Committee, to designate a
beneficiary or beneficiaries to exercise his or her rights, and to receive
any property distributable, with respect to any Award upon the death of the
Participating Key Employee or the Non-Employee Director, as the case may
be. Each Award, and each right under any Award, shall be exercisable,
during the lifetime of the Participating Key Employee or the Non-Employee
Director, only by such individual or, if permissible under applicable law,
by such individual's guardian or legal representative. No Award (other than
Released Securities), and no right under any such Award, may be pledged,
alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment, or encumbrance thereof shall be void and
unenforceable against the Company or any Affiliate.
(vi) Term of Awards. Except as otherwise provided in the Plan, the
term of each Award shall be for such period as may be determined by the
Committee.
(vii) Share Certificates; Representation. In addition to the
restrictions imposed pursuant to Section 6(d) and Section 6(e) hereof, all
certificates for Shares delivered under the Plan pursuant to any Award or
the exercise thereof shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan or
the rules, regulations, and other requirements of the Commission, any stock
exchange or other market upon which such Shares are then listed or traded,
and any
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applicable federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. The Committee may require each
Participating Key Employee, Non-Employee Director or other Person who
acquires Shares under the Plan by means of an Award originally made to a
Participating Key Employee or a Non-Employee Director to represent to the
Company in writing that such Participating Key Employee, Non-Employee
Director or other Person is acquiring the Shares without a view to the
distribution thereof.
Section 7. Amendment and Termination of the Plan; Correction of Defects and
Omissions
(a) Amendments to and Termination of the Plan. The Board of Directors of
the Company may at any time amend, alter, suspend, discontinue, or terminate the
Plan; provided, however, that the provisions of Section 6(b) of the Plan shall
not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules promulgated thereunder; and provided further that
shareholder approval of any amendment of the Plan shall also be obtained (i) if
such amendment (A) increases the number of Shares with respect to which Awards
may be granted under the Plan (other than increases related to adjustments made
as provided in Section 4(b) hereof), (B) expands the class of persons eligible
to participate under the Plan or (C) otherwise increases in any material respect
the benefits payable under the Plan; or (ii) if otherwise required by: (A) the
Code or any rules promulgated thereunder (in order to allow for Incentive Stock
Options to be granted under the Plan), or (B) the listing requirements of the
New York Stock Exchange or any principal securities exchange or market on which
the Shares are then traded (in order to maintain the listing of the Shares
thereon). Termination of the Plan shall not affect the rights of Participating
Key Employees or Non-Employee Directors with respect to Awards previously
granted to them, and all unexpired Awards shall continue in force and effect
after termination of the Plan except as they may lapse or be terminated by their
own terms and conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The Committee may
correct any defect, supply any omission, or reconcile any inconsistency in any
Award or Award Agreement in the manner and to the extent it shall deem desirable
to carry the Plan into effect.
Section 8. General Provisions
(a) No Rights to Awards. No Key Employee, Participating Key Employee or
other Person (other than a Non-Employee Director to the extent provided in
Section 6(b) of the Plan) shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of Key Employees,
Participating Key Employees, or holders or beneficiaries of Awards under the
Plan. The terms and conditions of Awards need not be the same with respect to
each Participating Key Employee.
(b) Withholding. No later than the date as of which an amount first becomes
includable in the gross income of a Participating Key Employee for federal
income tax purposes with respect to any Award under the Plan, the Participating
Key Employee shall pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such
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amount. Unless otherwise determined by the Committee, withholding obligations
arising with respect to Awards to Participating Key Employees under the Plan may
be settled with Shares (other than Restricted Securities), including Shares that
are part of, or are received upon exercise of, the Award that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and any Affiliate
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the Participating Key Employee. The Committee
may establish such procedures as it deems appropriate for the settling of
withholding obligations with Shares, including, without limitation, the
establishment of such procedures as may be necessary to satisfy the requirements
of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.
(d) Rights and Status of Recipients of Awards. The grant of an Award shall
not be construed as giving a Participating Key Employee the right to be retained
in the employ of the Company or any Affiliate. Further, the Company or any
Affiliate may at any time dismiss a Participating Key Employee from employment,
free from any liability, or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement. The grant of an Award to a
Non-Employee Director pursuant to Section 6(b) of the Plan shall confer no right
on such Non-Employee Director to continue as a director of the Company. Except
for rights accorded under the Plan and under any applicable Award Agreement,
Participating Key Employees and Non-Employee Directors shall have no rights as
holders of Shares as a result of the granting of Awards hereunder.
(e) Unfunded Status of the Plan. Unless otherwise determined by the
Committee, the Plan shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company and any Participating Key Employee,
any Non-Employee Director or other Person. To the extent any Person holds any
right by virtue of a grant under the Plan, such right (unless otherwise
determined by the Committee) shall be no greater than the right of an unsecured
general creditor of the Company.
(f) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Wisconsin and applicable federal law.
(g) Severability. If any provision of the Plan or any Award Agreement or
any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction, or as to any Person or Award, or would disqualify the Plan,
any Award Agreement or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan,
any Award Agreement or the Award, such provision shall be stricken as to such
jurisdiction, Person, or
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Award, and the remainder of the Plan, any such Award Agreement and any such
Award shall remain in full force and effect.
(h) No Fractional Shares. No fractional Shares or other securities shall be
issued or delivered pursuant to the Plan, any Award Agreement or any Award, and
the Committee shall determine (except as otherwise provided in the Plan) whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares or other securities, or whether such fractional Shares
or other securities or any rights thereto shall be canceled, terminated, or
otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan originally became effective on April 26, 1995.
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