EXHIBIT 99.3
SECOND AMENDED AND RESTATED
1993 STOCK INCENTIVE PLAN OF
RENAISSANCERE HOLDINGS LTD.
Amended and Restated Effective June 1, 2002
This Second Amended and Restated 1993 Stock Incentive Plan of RenaissanceRe
Holdings Ltd. (the "Plan") has been amended and restated to reflect the
Company's 3-for-1 share split, effected as a stock dividend paid on May 30,
2002. In addition, all previous amendments to the Plan adopted prior to June 1,
2002 have been incorporated into this amended and restated Plan.
1. Purpose
The purpose of the Second Amended and Restated 1993 Stock Incentive Plan
(the "Plan") of RenaissanceRe Holdings Ltd. (the "Company") is to provide a
means through which the Company and the Subsidiaries, as applicable, may attract
able persons to enter and remain in the employ of the Company and to provide a
means whereby those employees upon whom the responsibilities of the successful
administration and management of the Company rest, and whose present and
potential contributions to the welfare of the Company are of importance, can
acquire and maintain Common Share ownership, thereby strengthening their
commitment to the welfare of the Company and promoting an identity of interest
between the Company's shareholders and such employees. As used herein with
reference to the employment of a Participant, the term "Company" shall include
the Subsidiaries, as applicable.
2. Definitions
The following definitions shall be applicable throughout the Plan.
(a) "Base Shares" means the Base Shares issued under the 1995 Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Bonus Shares" means the Bonus Shares issued under the 1995 Plan.
(d) "Cause" means the definition of such term in a Participant's employment
agreement, without regard to whether such employment agreement has expired, or
in the absence of such an agreement, (1) a Participant's failure to
substantially perform his duties as an employee of the Company, (2) the engaging
by the Participant in misconduct which is injurious to the Company, monetarily
or otherwise, (3) the commission by the Participant of an act of fraud or
embezzlement against the Company, (4) the conviction of the Participant of a
felony, or (5) a material breach of any Non-Competition Obligation.
(e) "Change in Control" means the acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of securities representing more than 50% of the value and voting
power of all of the Company's outstanding equity securities (the "Outstanding
Equity Securities"); provided, however, that the following acquisitions shall
not constitute a Change in Control: (i) any acquisition by the Company, (ii) any
acquisition by one or more of the Investors or any entity directly or indirectly
controlling, controlled by, or under common control with, one or more of the
Investors (an "Investor Affiliate"), or (iii) any acquisition by a corporation
pursuant to a merger, consolidation or other similar transaction (a "Corporate
Event") if, as a result of such Corporate Event, (A) substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Equity Securities immediately prior to such Corporate Event
beneficially own, directly or indirectly, securities representing more than 50%
of the value and voting power of the then outstanding equity securities of the
corporation resulting from such Corporate Event (including a corporation which,
as a result of such transaction, owns the Company or all or substantially all of
the Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Corporate Event, of the Outstanding Equity Securities, and (B) no Person other
than (1) one or more of the Investors or any Investor Affiliate, or (2) any
corporation resulting from such Corporate Event, beneficially owns, directly or
indirectly, securities representing more than 50% of the value and voting power
of the then outstanding equity securities of the corporation resulting from such
Corporate Event.
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(g) "Committee" means the Compensation Committee of the Board or any
sub-committee thereof.
(h) "Common Shares" means the common shares of the Company, par value $1.00
per share.
(i) "Disability" means the definition of such term in a Participant's
employment agreement, without regard to whether the term of such employment
agreement has expired, or in the absence of such agreement, the complete and
permanent inability by reason of illness or accident to perform the duties of
the occupation at which a Participant was employed when such disability
commenced, as determined by the Board based upon medical evidence acceptable to
it.
(j) "Fair Market Value" of a Common Share means, as of any date when the
Common Shares are quoted on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") National Market System ("NMS") or listed
on one or more national securities exchanges, the average closing trading price
reported on NASDAQ-NMS or the principal national securities exchange on which
such Common Shares are listed and traded for the five-day period preceding such
date. If the Common Shares are not quoted on NASDAQ-NMS or listed on such an
exchange, or representative quotes are not otherwise available, the Fair Market
Value shall mean the amount determined by the Board to be the fair market value
of the Common Shares based upon a good faith attempt to value the Common Shares
accurately.
(k) "Investors" shall have the meaning given such term in the Shareholders
Agreement.
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(l) "ISO" means an "incentive stock option" within the meaning of Section
422 of the Code.
(m) "Non-Competition Obligation" means the definition of such term in a
Participant's employment agreement, without regard to whether such employment
agreement has expired, or in the absence of such an agreement, the obligation of
each Participant, in consideration of the receipt of awards hereunder, for the
one year period commencing on the termination of such Participant's employment,
not to directly or indirectly, whether as an employee consultant, independent
contractor, partner, joint venturer or otherwise, (A) engage in any business
activities reasonably determined by the Board to be competitive, to a material
extent, with any substantial type or kind of business activities conducted by
the Company or its Subsidiary at the time of such termination; (B) on behalf of
any person or entity engaged in business activities competitive with the
business activities of the Company or its Subsidiary, solicit or induce, or in
any manner attempt to solicit or induce, any person employed by, or as agent of,
the Company or its Subsidiary to terminate such person's contract of employment
or agency, as the case may be, with the Company or its Subsidiary, or (C)
divert, or attempt to divert, any person, concern, or entity from doing business
with the Company or its Subsidiary, or attempt to induce any such person,
concern or entity to cease being a customer or supplier of the Company or its
Subsidiary.
(n) "NQSO" means an Option which is not an ISO.
(o) "Option" means an option to purchase Common Shares, which may be either
an ISO or a NQSO.
(p) "Participant" means an employee of the Company who has been granted
awards pursuant to the Plan.
(q) "Plan" means the Second Amended and Restated 1993 Stock Incentive Plan
of RenaissanceRe Holding Ltd.
(r) "1995 Plan" means the Amended and Restated 1993 Stock Incentive Plan of
RenaissanceRe Holdings Ltd., effective as of March 26, 1995.
(s) "Reload Options" shall mean Options granted pursuant to Section 7(d)
hereof.
(t) "Restricted Stock" means Common Shares subject to such restrictions as
may be prescribed by the Committee.
(u) "Shareholders Agreement" means that certain amended and restated
shareholders agreement dated as of the 23rd day of December, 1996, among the
Investors.
(v) "Subsidiary" means any "subsidiary corporation" of the Company within
the meaning of Section 424(f) of the Code.
(w) "Without Cause" means the definition of such term in a Participant's
employment agreement, without regard to whether such employment agreement has
expired, or
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in the absence of such an agreement, any termination by the Company for reasons
other than Cause or Disability.
3. Restatement of Plan; Effective Date, Duration, Shares Reserved
(a) The Plan is an amendment and restatement of the 1995 Plan, and shall be
effective on the date of its adoption by the Board, subject to approval by the
shareholders of the Company. In the event the Plan is so approved, it shall
continue in effect for a period of ten years from such date, after which no
awards may be granted, provided that the expiration of the Plan shall not affect
the obligations of the Company and Participants with respect to outstanding
awards.
(b) Subject to adjustments pursuant to the provisions of Section 10 hereof,
the maximum number of Common Shares which may be issued or sold hereunder shall
not exceed 12,000,000, inclusive of shares issued or sold pursuant to awards
granted under the 1995 Plan. Such shares may be either authorized but unissued
shares; provided, however, that shares with respect to which an Option has been
exercised, or as to which Base Shares, Bonus Shares or Restricted Stock have
vested, shall not again be available for issuance hereunder. If outstanding
Options granted hereunder shall terminate or expire for any reason without being
wholly exercised, or if Base Shares, Bonus Shares or Restricted Stock are
forfeited, the Common Shares allocable to the unexercised portion of such
Options or the forfeited Base Shares, Bonus Shares or Restricted Stock will
again be available for issuance under the Plan. The number of Common Shares
available for issuance shall be increased by the number of shares tendered to or
withheld by the Company in connection with the payment of the purchase price or
tax withholding obligations relating to any award hereunder. The preceding
sentence notwithstanding, the maximum number of shares for which ISOs may be
granted under the Plan shall not exceed 12,000,000, and the maximum number of
shares for which Options may be granted to any single Participant shall not
exceed 12,000,000.
4. Administration
The Committee shall administer the Plan. Subject to the provisions of the
Plan, the Committee shall have exclusive power to:
(a) Select the Participants in the Plan;
(b) Determine the number of Options or other awards to be granted to each
Participant;
(c) Determine the time or times when Options or other awards will be
granted;
(d) Determine the terms of each award, including whether an Option will be
an ISO or an NQSO and the terms for payment of the exercise price; and
(e) Prescribe the form or forms of agreements evidencing Options and other
awards.
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Subject to the provisions of the Plan and the terms of any employment
agreement entered into with a Participant which relate to the Plan, the
Committee shall have the authority to interpret the Plan, to establish, adopt,
or revise such rules and regulations and to make all such determinations
relating to the Plan as it may deem necessary or advisable for the
administration of the Plan.
5. Eligibility
Participants shall be limited to officers and employees of the Company who
have received written notification from the Committee, or from a person
designated by the Committee, that they have been selected to receive awards
under the Plan.
6. Terms of Outstanding Base Shares, Bonus Shares and Options Unchanged
The adoption of the Plan shall not affect the terms and conditions
applicable to outstanding Base Shares, Bonus Shares and Options.
7. Terms of Options; Other Awards
(a) General. Options may be granted under the Plan from time to time as
determined by the Committee. Subject to the provisions of the Plan, the
Committee will determine the terms of Options to be granted. Options may be
granted at a price below, equal to or above Fair Market Value, as determined by
the Committee in its sole discretion. All Options granted under the Plan will
have a maximum term of ten years from the date of grant, subject to earlier
termination as provided in the Plan or in a Participant's Option agreement.
(b) Pool A Options. Under the 1995 Plan, the Company granted Options for an
aggregate of 2,025,000 Common Shares ("Pool A Options") to Participants.
(c) Pool B Options. The Company has granted Options ("Pool B Options") for
an aggregate of 679,950 Common Shares.
(d) Reload Options. (i) Reload Options may be granted from time to time by
the Committee, in its sole discretion, in the event a Participant, while
employed by the Company, exercises an Option by the delivery of Common Shares
which have been held by the Participant for a period of at least six months, or
in the event a Participant's tax withholding obligations upon exercise of
Options are satisfied by the Company withholding Common Shares with an aggregate
Fair Market Value equal to the minimum tax withholding amount due thereon, as
provided in Section 9(c)(ii) hereof. Such Reload Options shall entitle the
Participant to purchase that number of Common Shares equal to the number of
Common Shares so delivered to, or withheld by, the Company, provided that the
total number of shares covered by Reload Options shall not exceed the number of
shares subject to the original Option grant.
(ii) The price per share of Reload Options shall be the Fair Market Value
Per Share on the date such Reload Option is granted. The duration of such Reload
Option shall not extend beyond ten years from the date of grant of the
underlying award to which the grant of the Reload Option relates. Reload Options
shall be fully vested and exercisable on the date of grant.
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Other specific terms and conditions applicable to Reload Options granted under
the Plan shall be determined by the Committee.
(e) Special Provisions Applicable to ISOs. The following special provisions
shall be applicable to ISOs granted under the Plan.
(i) No ISOs shall be granted under the Plan after ten years from the
earlier of (1) the date the Plan is adopted by the Board, or (2) the date the
Plan is approved by the Company's shareholders.
(ii) ISOs may not be granted to a person who owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company, any of its Subsidiaries, or any "parent corporation" of the Company
within the meaning of Section 424(e) of the Code.
(iii) If the aggregate fair market value of the Common Shares with respect
to which ISOs are exercisable for the first time by any Participant during a
calendar year (under all plans of the Company and its parent corporations and
Subsidiaries) exceeds $100,000, such ISOs shall be treated, to the extent of
such excess, as NQSOs. For purposes of the preceding sentence, the fair market
value of the Common Shares shall be based on the Fair Market Value per share,
determined at the time the ISOs covering such shares were granted.
(iv) The exercise price per Common Share of an ISO may not be less than the
Fair Market Value Per Share on the date the ISO is granted.
(f) Other Awards. The Committee may grant other forms of share-based
awards, including without limitation Restricted Stock, on such terms as it shall
establish in its sole discretion.
8. Termination of Employment.
Except to the extent specifically provided otherwise in a Participant's
award agreement, the following provisions shall apply to Base Shares, Bonus
Shares and Options upon a Participant's termination of employment with the
Company.
(a) In General. In the event a Participant's employment with the Company is
terminated for any reason other than his or her death or Disability, all Base
Shares, Bonus Shares, Restricted Stock and Options which have not vested as of
the date of such termination shall be immediately forfeited. The Participant
shall have a period of up to 30 days within which to exercise any Options which
were vested as of the date of termination, and such vested Options shall lapse
and be cancelled to the extent not so exercised.
(b) Death or Disability. In the event a Participant's employment with the
Company is terminated by reason of his or her death or Disability or if such
Participant shall die or become disabled within 30 days of his or her
involuntary termination of employment other than for Cause, all Base Shares,
Bonus Shares, Restricted Stock and Options which have not vested as of the date
of such termination shall become immediately vested. Such Participant (or
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such Participant's estate) shall have up to one year after such termination to
exercise vested Options.
9. General
(a) Privileges of share ownership. (i) Except as otherwise specifically
provided in the Plan, no person shall be entitled to the privileges of share
ownership in respect of Common Shares which are subject to Options until such
shares have been issued to that person upon exercise of an Option according to
its terms. Except as otherwise provided in the Plan, holders of Base Shares,
Bonus Shares and Restricted Stock will be entitled to the privileges of share
ownership in respect of such shares, including the right to vote and receive
dividends, whether or not such shares are vested.
(ii) The Committee may, at its discretion, approve cash payments to
Participants on certain Options. Participants who hold any such Options as of
the date immediately following the record date for a dividend declared in
respect of the Common Shares shall receive a cash payment with respect to such
Options equal to the product of (A) the per share dollar amount of the dividend
so declared and (B) the number of Common Shares issuable upon exercise of such
Options as of the date immediately following such record date. Such amounts
shall generally be paid at the time dividends are paid and shall not be
contingent upon the exercise of such Options.
(b) Government and other regulations. The obligations of the Company under
the Plan shall be subject to all applicable laws, rules, regulations and other
governmental requirements; it being understood, however, that the Company shall
take all reasonable actions as may be required to ensure that the benefits
intended to be conferred on the Participants hereunder shall not be reduced to
any material extent by any unanticipated governmental requirements.
(c) Tax withholding. The Company shall have the right to deduct from any
payment to a Participant pursuant to the Plan any federal, state or local income
or other taxes required by law to be withheld in respect thereof. It shall be a
condition to the obligation of the Company to issue Common Shares to a
Participant upon the exercise of an Option by such Participant that such
Participant (or any beneficiary or person entitled to exercise such Option) pay
to the Company, upon demand, such amount as may be requested by the Company for
the purpose of satisfying any liability to withhold federal, state or local
income or other taxes. In the event any such amount so requested is not paid,
the Company may refuse to issue Common Shares to such Participant upon the
exercise by such Participant of Options. Unless the Committee shall in its sole
discretion determine otherwise, payment for taxes required to be withheld may be
made in whole or in part by an election by a Participant, in accordance with
such rules as may be adopted by the Committee from time to time, (i) to have the
Company withhold Common Shares otherwise issuable upon exercise of Options
having a Fair Market Value equal to such tax withholding liability and/or (ii)
to tender to the Company Common Shares held by such Participant for at least six
months prior to the date of such tender and having a Fair Market Value equal to
such tax withholding liability.
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(d) Payment of Exercise Price. The exercise price of Options may be paid in
cash or by such other means as may be approved by the Committee in its
discretion; provided that any right to such pay exercise price by tendering
Common Shares shall be limited to shares which have been held by the Participant
for at least six months. In the event the Committee shall provide that the
exercise price of an Option may be paid by delivery of shares of Restricted
Stock, and the exercise price is so paid by the Participant, the Participant
shall receive, in connection with such exercise, an equal number of shares of
Restricted Stock having the same restrictions and any remaining Common Shares
issued upon such exercise shall have such restrictions, if any, as are set forth
in such Participant's option agreement with the Company.
(e) Claim to Base Shares, and Bonus Shares and Options; employment rights.
No employee or other person shall have any claim or right to be granted Base
Shares, Bonus Shares or Options under the Plan nor, having been selected for the
grant of Base Shares, Bonus Shares or Options, to be selected for additional
grants. Neither this Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employ of the Company.
(f) Agreements. Each Participant to whom Options are granted under the Plan
shall be required to enter into a written agreement authorized by the Board in
respect of such grant. The Board may, in any such agreement, prescribe terms and
conditions governing the grant.
(g) Payments to persons other than Participants. If the Board shall find
that any person to whom any amount is payable under the Plan is unable to care
for his affairs because of illness or accident, or is a minor, or has died, then
any payment due to such person or his estate (unless a prior claim therefor has
been made by a duly appointed legal representative), may, if the Board so
directs, be paid to his spouse, child, relative, an institution maintaining or
having custody of such person, or any other person deemed by the Board to be a
proper recipient on behalf of such person otherwise entitled to payment. Any
such payment shall be a complete discharge of the liability of the Board and the
Company therefor.
(h) Governing law. The Plan shall be governed by and construed in
accordance with the internal laws of Bermuda without reference to the principles
of conflicts of law thereof.
(i) Funding. No provision of the Plan shall require the Company for the
purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants shall
have no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.
(j) Nontransferability. Options granted under the Plan, and all unvested
Base Shares and Bonus Shares, may not be sold, assigned, donated, or transferred
or otherwise
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disposed of, mortgaged, pledged or encumbered except, in the event of a
Participant's death, by will or the laws of descent and distribution. During a
Participant's lifetime, Options granted under the Plan may be exercised only by
the Participant. Notwithstanding anything in this Section 9(j) to the contrary,
the Committee may, in its sole discretion, at the time of grant or at any time
thereafter, allow any Participant to transfer to the Participant's "family
members" Options that are not ISOs, Restricted Stock, Bonus Shares and Base
Shares granted to such Participant, provided that such transfer is not for
"value." For purposes of this Section 9(j), a transfer shall not be considered
to be made to value if the transfer is made (i) pursuant to a domestic relations
order in settlement of marital property rights or (ii) to an entity in which
more than fifty percent of the voting interests are owned by the Participant's
family members or the Participant in exchange for an interest in that entity.
For purposes of this Section 9(j), the term "family members" shall mean any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the Participant's household (other than a
tenant or employee), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty percent of the voting
interests. In addition to a transfer not for "value" as described above, the
Committee may, in its sole discretion, at the time of grant or at any time
thereafter, allow any Participant to transfer to the Participant's "family
members" Options that are not ISOs, Restricted Stock, Bonus Shares and Base
Shares granted to such Participant, for "value."
(k) Restrictive Legends. The certificates evidencing Common Shares issued
under the Plan shall bear such restrictive legends as the Committee deems
necessary to reflect transfer restrictions applicable thereto.
(l) Relationship to other benefits. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as
otherwise specifically provided.
(m) Expenses. The expenses of administering the Plan shall be borne by the
Company and its Subsidiaries, as applicable.
(n) Titles and headings. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings shall control.
(o) Tax Liabilities. The Company will provide Participants with reasonable
financing arrangements with respect to compensation income tax liabilities
associated with the receipt or vesting of the Base Shares and Bonus Shares.
10. Changes in Capital Structure
Base Shares, Bonus Shares, Options and other awards under the Plan shall be
subject to adjustment or substitution, as determined by the Board in its
reasonable discretion, as to the number, price or kind of shares or other
consideration subject to such Base Shares, Bonus
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Shares, Options and such other awards or as otherwise determined by the Board to
be equitable (i) in the event of changes in the outstanding Common Shares or in
the capital structure of the Company, by reason of share dividends, share
splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges, or other relevant changes in capitalization occurring
after the date of grant of any such Base Shares, Bonus Shares, Options and such
other awards or (ii) in the event of any change in applicable laws or any change
in circumstances which results in or would result in any substantial dilution or
enlargement of the rights granted to, or available for, Participants in the
Plan, or which otherwise warrants equitable adjustment because it interferes
with the intended operation of the Plan. In addition, in the event of any such
adjustments, exchanges or substitution, the aggregate number of Common Shares
available under the Plan shall be appropriately adjusted, as determined by the
Board in its reasonable discretion.
11. Effect of Change in Control
In the event of a Change in Control, notwithstanding any vesting schedule
provided for hereunder, all outstanding Base Shares, Bonus Shares and Options
shall automatically vest. In addition, in the event of a Change in Control
which, in the discretion of the Board, is not to be accounted for as a pooling
of interests, all Options which are outstanding on the date of such Change in
Control shall be deemed exercised, and in exchange for outstanding Base Shares,
Bonus Shares and Options, Participants shall be paid a cash amount based on the
difference between (1) the price per share paid for the Common Shares in
connection with such Change in Control, and (2) the exercise price per share
(which in the case of Base Shares and Bonus Shares shall be zero).
12. Nonexclusivity of the Plan
The adoption of this Plan by the Board shall not be construed as creating
any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.
13. Amendments and Termination
The Board may at any time terminate the Plan. With the express written
consent of an individual Participant, the Board may cancel or reduce or
otherwise alter outstanding Base Shares, Bonus Shares and Options. The Board
may, at any time, or from time to time, amend or suspend and, if suspended,
reinstate, the Plan in whole or in part. Notwithstanding anything herein which
could be deemed to be to the contrary, the Board may not take any action,
including any amendment or termination of the Plan, which shall impair to any
material extent the rights of a Participant in respect of Base Shares, Bonus
Shares, Options and other awards pursuant to the Plan previously granted to a
Participant without the written consent of such Participant. Except as provided
in Section 10, the Board may not, without approval of the shareholders of the
Company, increase the aggregate number of Common Shares issuable under the Plan.
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14. Non-Competition Obligations
Each Participant, as condition of, and in consideration of, the granting of
any Base Share, Bonus Share or Option, shall expressly agree to be bound by a
Non-Competition Obligation.
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