EXHIBIT 10.28
DELTA AND PINE LAND COMPANY
1995 LONG-TERM INCENTIVE PLAN
1. Purpose.
The purpose of the DELTA AND PINE LAND COMPANY 1995 LONG-TERM INCENTIVE
PLAN (the "Plan") is to further the earnings of DELTA AND PINE LAND COMPANY, a
Delaware corporation, and its subsidiaries (collectively, the "Company") by
assisting the Company in attracting, retaining and motivating management
employees and directors of high caliber and potential. The Plan provides for the
award of long-term incentives to those officers, other key employees and
directors who make substantial contributions to the Company by their loyalty,
industry and invention.
2. Administration.
The Plan shall be administered by a committee (the "Committee")
selected by the Board of Directors of the Company (the "Board of Directors")
consisting solely of two or more members who are "outside directors" as
described in Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"). Except to the extent permitted under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act") (or any successor
rule of similar import), each Committee member shall be ineligible to receive,
and shall not have been, during the one-year period prior to appointment
thereto, granted or awarded stock options, stock appreciation rights,
performance units, or restricted stock pursuant to this Plan or any other
similar plan of the Company or any affiliate of the Company. Without limiting
the foregoing, the Committee shall have full and final authority in its
discretion to interpret the provisions of the Plan and to decide all questions
of fact arising in its application. Subject to the provisions hereof, the
Committee shall have full and final authority in its discretion to determine the
employees and directors to whom awards shall be made under the Plan; to
determine the type of awards to be made and the amount, size and terms and
conditions of each such award; to determine the time when awards shall be
granted; to determine the provisions of each agreement evidencing an award; and
to make all other determinations necessary or advisable for the administration
of the Plan.
3. Stock Subject to the Plan.
The Company may grant awards under the Plan with respect to not more than a
total of 960,000 shares of $.10 par value common stock of the Company (the
"Shares") (subject, however, to adjustment as provided in paragraph 20, below).
Such Shares may be authorized and unissued Shares or treasury Shares. Except as
otherwise provided herein, any Shares subject to an option or right which for
any reason is surrendered before exercise or expires or is terminated
unexercised as to such Shares shall again be available for the granting of
awards under the Plan. Similarly, if any Shares granted pursuant to restricted
stock awards are forfeited, such forfeited Shares shall again be available for
the granting of awards under the Plan.
4. Eligibility to Receive Awards.
Persons eligible to receive awards under the Plan shall be limited to
those officers, other key employees and directors of the Company who are in
positions in which their decisions, actions and counsel have a significant
impact upon the profitability and success of the Company (but excluding members
of the Committee, except as provided in paragraph 6(h)).
5. Form of Awards.
Awards may be made from time to time by the Committee in the form of
stock options to purchase Shares, stock appreciation rights, performance units,
restricted stock, or any combination of the above. Stock options may be options
which are intended to qualify as incentive stock options ("Incentive Stock
Options") within the meaning of Section 422(b) of the Code, or options which are
not intended to so qualify ("Nonqualified Stock Options").
6. Stock Options.
Stock options for the purchase of Shares shall be evidenced by written
agreements in such form not inconsistent with the Plan as the Committee
shall approve from time to time; provided that the maximum number of
options which may be granted to any one grantee during any twelve-month
period is 75,000 (as adjusted pursuant to paragraph 20, below). Such
agreement shall contain the terms and conditions applicable to the options,
including in substance the following terms and conditions:
(a) Type of Option. Each option agreement shall identify the options
represented thereby as Incentive Stock Options or Nonqualified Stock
Options, as the case may be, and shall set forth the number of Shares
subject to the options.
(b) Option Price. The option exercise price to be paid by the optionee to the
Company for each Share purchased upon the exercise of an option shall be
determined by the Committee, but shall in no event be less than the par
value of a Share.
(c) Exercise Term. Each option agreement shall state the period or periods of
time within which the option may be exercised, in whole or in part, as
determined by the Committee and subject to such terms and conditions as are
prescribed for such purpose by the Committee, provided that no option shall
be exercisable after ten years from the date of grant thereof. The
Committee, in its discretion, may provide in the option agreement
circumstances under which the option shall become immediately exercisable,
in whole or in part, and, notwithstanding the foregoing, may accelerate the
exercisability of any option, in whole or in part, at any time.
(d) Payment for Shares. The purchase price of the Shares with respect to which
an option is exercised shall be payable in full at the time of exercise in
cash, Shares at fair market value, or a combination thereof, as the
Committee may determine and subject to such terms and conditions as may be
prescribed by the Committee for such purpose. Payment may also be made, in
the discretion of the Committee, by delivery (including by facsimile
transmission) to the Company or its designated agent of an executed
irrevocable option exercise form, together with irrevocable instructions to
a broker-dealer to sell (or margin) a sufficient portion of the Shares, and
deliver the sale (or margin loan) proceeds directly to the Company to pay
for the purchase price. If the purchase price is paid by tendering Shares,
the Committee in its discretion may grant the optionee a new stock option
for the number of Shares used to pay the purchase price.
(e) Rights Upon Termination. In the event of Termination (as defined below) of
an optionee's status as an employee or director of the Company for any
cause other than Retirement (as defined below), death or Disability (as
defined below), the optionee shall have the right to exercise the option
during its term within a period of three months after such Termination to
the extent that the option was exercisable at the time of Termination, or
within such other period, and subject to such terms and conditions, as may
be specified by the Committee. (As used herein, "Termination" means, (i) in
the case of an employee, the cessation of the grantee's employment by the
Company for any reason, and (ii) in the case of a director, the cessation
of the grantee's service as a director of the Company; and "Terminates" has
the corresponding meaning. As used herein, "Retirement" means retirement
from active employment (in the case of an employee), or active service (in
the case of a director), with the Company on or after age 65, or such
earlier age with the express written consent for purposes of the Plan of
the Company at or before the time of such retirement, and "Retires" has the
corresponding meaning. As used herein, "Disability" means a condition that,
in the judgment of the Committee, has rendered a grantee completely and
presumably permanently unable to perform any and every duty of his regular
occupation, and "Disabled" has the corresponding meaning). In the event
that an optionee Retires, dies or becomes Disabled prior to the expiration
of his option and without having fully exercised his option, the optionee
or his Beneficiary (as defined below) shall have the right to exercise the
option during its term within a period of (i) one year after Termination
due to Retirement, death or Disability, or (ii) one year after death if
death occurs either within one year after Termination due to Retirement or
Disability or within three months after Termination for other reasons, to
the extent that the option was exercisable at the time of death or
Termination, or within such other period, and subject to such terms and
conditions, as may be specified by the Committee. (As used herein,
"Beneficiary" means the person or persons designated in writing by the
grantee as his Beneficiary with respect to an award under the Plan; or, in
the absence of an effective designation or if the designated person or
persons predecease the grantee, the grantee's Beneficiary shall be the
person or persons who acquire by bequest or inheritance the grantee's
rights in respect of an award). In order to be effective, a grantee's
designation of a Beneficiary must be on file with the Committee before the
grantee's death, but any such designation may be revoked and a new
designation substituted therefor at any time before the grantee's death.
(f) Nontransferability. Options granted under the Plan shall not be sold,
assigned, transferred, exchanged, pledged, hypothecated, or otherwise
encumbered, other than by will or by the laws of descent and distribution.
During the lifetime of the optionee the option is exercisable only by the
optionee.
(g) Incentive Stock Options. In the case of an Incentive Stock Option, each
option shall be subject to such other terms conditions and provisions as
the Committee determines necessary or desirable in order to qualify such
option as an incentive stock option within the meaning of Section 422(b) of
the Code (or any amendment or substitute or successor thereto or regulation
thereunder), including in substance, without limitation, the following:
(i) The purchase price of stock subject to an Incentive Stock Option shall
not be less than 100 percent of the fair market value of such stock on the
date the option is granted, as determined by the Committee.
(ii) The aggregate fair market value (determined as of the time the option
is granted) of the stock with respect to which incentive stock options are
exercisable for the first time by an optionee in any calendar year (under
all plans of the Company and its subsidiary corporations (which term, as
used hereinafter, shall have the meaning ascribed thereto in Section 424(f)
of the Code (or successor provision of similar import))) shall not exceed
$100,000.
(iii) No Incentive Stock Option shall be granted to any employee if at the
time the option is granted the individual owns stock possessing more than
10 percent of the total combined voting power of all classes of stock of
the Company or of a subsidiary corporation of the Company, unless at the
time such option is granted the option price is at least 110 percent of the
fair market value (as determined by the Committee) of the stock subject to
the option and such option by its terms is not exercisable after the
expiration of five years from the date of grant.
(iv) Directors who are not employees of the Company shall not be eligible
to receive Incentive Stock Options.
(v) In the event of Termination of employment by reason of Retirement, if
an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, the option will
thereafter be treated as a Nonqualified Stock Option.
(h) Automatic Grant of Options to Nonemployee Directors. Notwithstanding
any other provision of the Plan, the grant of options hereunder to
directors who are not also employees of the Company ("Nonemployee
Directors") shall be subject to the following terms and conditions:
(i) If, during the period beginning on December 1, 1995 and ending with the
2005 annual meeting of the stockholders of the Company ("Annual Meeting"),
a person is first elected or appointed as a Nonemployee Director of the
Company, such person shall thereupon be granted a Nonqualified Stock Option
to purchase 20,000 Shares (as adjusted pursuant to paragraph 20, below).
(ii) The purchase price of stock subject to an option granted to
Nonemployee Directors under this paragraph 6(h) shall be equal to 100
percent of the fair market value of such stock on the date the option is
granted.
(iii) Except as provided in paragraph 18, each option
granted to Nonemployee Directors under this paragraph
6(h) shall become exercisable in installments as
follows: to the extent of 20 percent of the number of
Shares originally covered by the option, at any time
after the commencement of the second year of the term
of the option, and to the extent of an additional 20
percent of such number of Shares, at any time after
the commencement of each of the third, fourth, fifth
and sixth years of the term of the option; provided,
however, that the stock option agreements for options
granted under this Section 6(h) shall provide that if
the tenure of such Nonemployee Director shall
terminate by reason of Retirement at or after age 65,
such options shall be fully exercisable with respect
to all Shares not previously purchased, commencing on
the date of retirement of such Director and
continuing for a period of three months.
(iv) Unless otherwise provided in the Plan, all provisions
with respect to the terms of Nonqualified Stock
Options hereunder shall be applicable to options
granted to Nonemployee Directors under this paragraph
6(h).
(v) The automatic grants described in this paragraph 6(h)
shall constitute the only awards under the Plan
permitted to be made to Nonemployee Directors of the
Company.
7. Stock Appreciation Rights.
Stock appreciation rights (SARs) shall be evidenced by written SAR
agreements in such form not inconsistent with the Plan as the Committee shall
approve from time to time; provided that the maximum number of SARs which may be
granted to any one grantee during any twelve-month period is 75,000 (as adjusted
pursuant to paragraph 20, below). Such SAR agreements shall contain the terms
and conditions applicable to the SARs, including in substance the following
terms and conditions:
(a) Award. SARs may be granted in connection with a previously or
contemporaneously granted stock option, or independently of a stock option.
SARs shall entitle the grantee, subject to such terms and conditions as may
be determined by the Committee, to receive upon exercise thereof all or a
portion of the excess of (i) the fair market value at the time of exercise,
as determined by the Committee, of a specified number of Shares with
respect to which the SAR is exercised, over (ii) a specified price which
shall not be less than 100 percent of the fair market value of the Shares
at the time the SAR is granted, or, if the SAR is granted in connection
with a previously issued stock option, not less than 100 percent of the
fair market value of the Shares at the time such option was granted. Upon
exercise of a SAR, the number of Shares reserved for issuance hereunder
shall be reduced by the number of Shares covered by the SAR. Shares covered
by a SAR shall not be used more than once to calculate the amount to be
received pursuant to the exercise of the SAR.
(b) SARs Related to Stock Options. If a SAR is granted in relation to a stock
option, (i) the SAR shall be exercisable only at such times, and by such
persons, as the related option is exercisable; (ii) the grantee's right to
exercise the related option shall be canceled if and to the extent that the
Shares subject to the option are used to calculate the amount to be
received upon the exercise of the related SAR; (iii) the grantee's right to
exercise the related SAR shall be canceled if and to the extent that the
Shares subject to the SAR are purchased upon the exercise of the related
option; and (iv) the SAR shall not be transferable other than by will or by
the laws of descent and distribution, and shall be exercisable during the
lifetime of the grantee only by him.
(c) Term. Each SAR agreement shall state the period or periods of time within
which the SAR may be exercised, in whole or in part, as determined by
the Committee and subject to such terms and conditions as are prescribed
for such purpose by the Committee, provided that no SAR shall be
exercisable earlier than six months after the date of grant or later than
ten years after the date of grant. The Committee may, in its discretion,
provide in the SAR agreement circumstances under which the SARs shall
become immediately exercisable, in whole or in part, and may,
notwithstanding the foregoing, accelerate the exercisability of any SAR, in
whole or in part, at any time.
(d) Termination. SARs shall be exercisable only during the grantee's tenure as
an employee or director of the Company, except that, in the discretion of
the Committee, a SAR may be made exercisable for up to three months after
the grantee is Terminated for any reason other than Retirement, death or
Disability, and for up to one year after the grantee is Terminated because
of Retirement, death or Disability.
(e) Payment. Upon exercise of a SAR, payment shall be made in cash, in Shares
at fair market value on the date of exercise, or in a combination thereof,
as the Committee may determine at the time of exercise.
(f) Other Terms. SARs shall be granted in such manner and such form, and
subject to such additional terms and conditions, as the Committee in its
sole discretion deems necessary or desirable, including without limitation:
(i) if granted in connection with an Incentive Stock Option, in order to
satisfy any requirements set forth under Section 422 of the Code; or, (ii)
in order to avoid any insider-trading liability in connection with a SAR
under Section 16(b) of the 1934 Act.
8. Restricted Stock Awards.
Restricted stock awards under the Plan shall consist of Shares free of
any purchase price or for such purchase price as may be established by the
Committee restricted against transfer, subject to forfeiture, and subject to
such other terms and conditions (including attainment of performance objectives)
as may be determined by the Committee; provided that the maximum number of
Shares of restricted stock which may be awarded to any one grantee during any
twelve-month period is 75,000 (as adjusted pursuant to paragraph 20, below).
Restricted stock shall be evidenced by written restricted stock agreements in
such form not inconsistent with the Plan as the Committee shall approve from
time to time, which agreement shall contain the terms and conditions applicable
to such awards, including in substance the following terms and conditions:
(a) Restriction Period. Restrictions shall be imposed for such period or
periods as may be determined by the Committee. The Committee, in its
discretion, may provide in the agreement circumstances under which the
restricted stock shall become immediately transferable and nonforfeitable,
or under which the restricted stock shall be forfeited, and,
notwithstanding the foregoing, may accelerate the expiration of the
restriction period imposed on any Shares at any time.
(b) Restrictions Upon Transfer. Restricted stock and the right to vote such
Shares and to receive dividends thereon, may not be sold, assigned,
transferred, exchanged, pledged, hypothecated, or otherwise encumbered,
except as herein provided, during the restriction period applicable to such
Shares. Notwithstanding the foregoing, and except as otherwise provided in
the Plan, the grantee shall have all of the other rights of a stockholder,
including, but not limited to, the right to receive dividends and the right
to vote such Shares.
(c) Certificates. A certificate or certificates representing the number of
restricted Shares granted shall be registered in the name of the grantee.
The Committee, in its sole discretion, shall determine when the certificate
or certificates shall be delivered to the grantee (or, in the event of the
grantee's death, to his Beneficiary), may provide for the holding of such
certificate or certificates in escrow or in custody by the Company or its
designee pending their delivery to the grantee or Beneficiary, and may
provide for any appropriate legend to be borne by the certificate or
certificates.
(d) Lapse of Restrictions. The restricted stock agreement shall specify the
terms and conditions upon which any restriction upon restricted stock
awarded under the Plan shall expire, lapse, or be removed, as determined by
the Committee. Upon the expiration, lapse, or removal of such restrictions,
Shares free of the restrictive legend shall be issued to the grantee of his
legal representative. 9. Performance Units.
Performance unit awards under the Plan shall entitle grantees to future
payments based upon the achievements of pre-established long-term performance
objectives and shall be evidenced by written performance unit agreements in such
form not inconsistent with this Plan as the Committee shall approve from time to
time. Such agreements shall contain the terms and conditions applicable to the
performance unit awards, including in substance the following terms and
conditions:
(a) Performance Period. The Committee shall establish with respect to each unit
award a performance period of not fewer than two years.
(b) Unit Value. The Committee shall establish with respect to each unit award
value for each unit which shall not thereafter change, or which may vary
thereafter pursuant to criteria specified by the Committee.
(c) Performance Targets. The Committee shall establish with respect to each
unit award maximum and minimum performance targets to be achieved during
the applicable performance period. Achievement of maximum targets shall
entitle grantees to payment with respect to the full value of a unit award.
Grantees shall be entitled to payment with respect to a portion of a unit
award according to the level of achievement of targets as specified by the
Committee for performance which achieves or exceeds the minimum target but
fails to achieve the maximum target.
(e) Adjustments. At any time prior to the payment of a unit award, the
Committee may adjust previously established performance targets or other
terms and conditions, including the Company's or other corporations'
financial performance for Plan purposes, to reflect major unforeseen events
such as changes in laws, regulations or accounting practices, mergers,
acquisitions or divestitures or other extraordinary unusual or
non-recurring items or events.
(f) Payment of Unit Awards. Following the conclusion of each performance
period, the Committee shall determine the extent to
which performance targets have been attained and any other terms and
conditions satisfied for such period. The Committee shall determine what,
if any, payment is due on the unit award and whether such payment shall be
made in cash, Shares, or a combination thereof. Payment shall be made in a
lump sum or installments, as determined by the Committee, commencing as
promptly as practicable following the end of the performance period unless
deferred subject to such terms and conditions and in such form as may be
prescribed by the Committee.
(g) Termination. In the event that a grantee is Terminated as an employee or
director by the Company prior to the end of the performance period by
reason of death, Disability, or Retirement with the consent of the Company,
any unit award, to the extent earned under the applicable performance
targets, shall be payable at the end of the performance period according to
the portion of the performance period during which the grantee was employed
by or served as a director of the Company, provided that the Committee
shall have the power to provide for an appropriate settlement of a unit
award before the end of the performance period. Upon any other Termination,
participation shall terminate forthwith and all outstanding unit awards
shall be canceled.
10. Loans and Supplemental Cash.
The Committee, in its sole discretion to further the purpose of the
Plan, may provide for supplemental cash payments or loans to individuals in
connection with all or any part of an award under the Plan. Supplemental cash
payments shall be subject to such terms and conditions as shall be prescribed by
the Committee at the time of grant, provided that in no event shall the amount
of payment exceed:
(a) In the case of an option, the excess fair market value of a
Share on the date of exercise over the option price multiplied
by the number of Shares for which such option is exercised, or
(b) In the case of a SAR, performance unit, or restricted stock
award, the value of the Shares and other consideration issued
in payment of such award.
Any loan shall be evidenced by a written loan agreement or other instrument in
such form and containing such terms and conditions (including, without
limitation, provisions for interest, payment schedules, collateral, forgiveness
or acceleration) as the Committee may prescribe from time to time.
11. General Restrictions.
Each award under the Plan shall be subject to the requirement that if
at any time the Company shall determine that (i) the listing, registration or
qualification of the Shares subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the consent or approval of
any regulatory body, or (iii) an agreement by the recipient of an award with
respect to the disposition of Shares, or (iv) the satisfaction of withholding
tax or other withholding liabilities is necessary or desirable as a condition of
or in connection with the granting of such award or the issuance or purchase of
Shares thereunder, such award shall not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval, agreement,
or withholding shall have been effected or obtained free of any conditions not
acceptable to the Company. Any such restriction affecting an award shall not
extend the time within which the award may be exercised; and neither the Company
nor its directors or officers nor the Committee shall have any obligation or
liability to the grantee or to a Beneficiary with respect to any Shares with
respect to which an award shall lapse or with respect to which the grant,
issuance or purchase of Shares shall not be effected, because of any such
restriction.
12. Single or Multiple Agreements.
Multiple awards, multiple forms of awards, or combinations thereof may
be evidenced by a single agreement or multiple agreements, as determined by the
Committee.
13. Rights of the Shareholder.
The recipient of any award under the Plan, shall have no rights as a
shareholder with respect thereto unless and until certificates for Shares are
issued to him, and the issuance of Shares shall confer no retroactive right to
dividends.
14. Rights to Terminate.
Nothing in the Plan or in any agreement entered into pursuant to the
Plan shall confer upon any person the right to continue in the employment of the
Company or to serve as a director, or affect any right which the Company may
have to terminate the employment or directorship of such person.
15. Withholding.
(a) Prior to the issuance or transfer of Shares under the Plan, the recipient
shall remit to the Company an amount sufficient to satisfy any federal,
state or local withholding tax requirements. The recipient may satisfy the
withholding requirement in whole or in part by electing to have the Company
withhold Shares having a value equal to the amount required to be withheld.
The value of the Shares to be withheld shall be the fair market value, as
determined by the Committee, of the stock on the date that the amount of
tax to be withheld is determined (the "Tax Date"). Such election must be
made prior to the Tax Date, must comply with all applicable securities law
and other legal requirements, as interpreted by the Committee, and may not
be made unless approved by the Committee, in its discretion.
(b) Whenever payments to a grantee in respect of an award under the Plan to be
made in cash, such payments shall be net of the amount necessary to satisfy
any federal, state or local withholding tax requirements.
16. Non-Assignability.
No award under the Plan shall be sold, assigned, transferred,
exchanged, pledged, hypothecated, or otherwise encumbered, other than by will or
by the laws of descent and distribution, or by such other means as the Committee
may approve. Except as otherwise provided herein, during the life of the
recipient, such award shall be exercisable only by such person or by such
person's guardian or legal representative.
17. Non-Uniform Determinations.
The Committee's determinations under the Plan (including without
limitation determinations of the persons to receive awards, the form, amount and
timing of such awards, the terms and provisions of such awards and the
agreements evidencing same, and the establishment of values and performance
targets) need not be uniform and may be made selectively among persons who
receive, or are eligible to receive, awards under the Plan, whether or not such
persons are similarly situated.
18. Change In Control Provisions.
(a) In the event of (1) a Change in Control (as defined) or (2) a
Potential Change in Control (as defined), but only if and to the extent so
determined by the Board of Directors at or after grant (subject to any right of
approval expressly reserved by the Board of Directors at the time of such
determination), the following acceleration and valuation provisions shall apply:
(i) Any SARs outstanding for at least six months and any stock
options awarded under the Plan not previously exercisable and
vested shall become fully exercisable and vested.
(ii) Any restrictions and deferral limitations applicable to any
restricted stock, performance units or other Stock-based
awards, in each case to the extent not already vested under
the Plan, shall lapse and such shares, performance units or
other stock-based awards shall be deemed fully vested.
(iii) The value of all outstanding stock options, SARs, restricted
stock, performance units and other stock-based awards, in each
case to the extent vested, shall, unless otherwise determined
by the Committee in its sole discretion at or after grant but
prior to any Change in Control, be cashed out on the basis of
the Change in Control Price (as defined) as of the date such
Change in Control or such Potential Change in Control is
determined to have occurred or such other date as the
Committee may determine prior to the Change in Control.
(b) As used herein, the term "Change in Control" means the happening of any
of the following:
(i) Any person or entity, including a "group" as defined in Section 13(d)(3) of
the 1934 Act, other than the Company, a subsidiary of the Company, or any
employee benefit plan of the Company or its subsidiaries, becomes the
beneficial owner of the Company's securities having 20 percent or more of
the combined voting power of the then outstanding securities of the Company
that may be cast for the election for directors of the Company (other than
as a result of an issuance of securities initiated by the Company in the
ordinary course of business), or
(ii) As the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sale of assets or contested election,
or any combination of the foregoing transactions, less than a majority of
the combined voting power of the then outstanding securities of the Company
or any successor corporation or entity entitled to vote generally in the
election of directors of the Company or such other corporation or entity
after such transaction, are held in the aggregate by holders of the
Company's securities entitled to vote generally in the election of
directors of the Company immediately prior to such transactions; or
(iii)During any period of two consecutive years, individuals who at the
beginning of any such period constitute the Board of Directors cease for
any reason to constitute at least a majority thereof, unless the election,
or the nomination for election by the Company's stockholders, of each
director of the Company first elected during such period was approved by a
vote of at least two-thirds of the directors of the Company then still in
office who were directors of the Company at the beginning of any such
period.
(c) As used herein, the term "Potential Change in Control" means the
happening of any of the following:
(i) The approval by stockholders of an agreement by the Company, the
consummation of which would result in a Change in Control of the Company;
or
(ii) The acquisition of beneficial ownership, directly or indirectly, by any
entity, person or group (other than the Company, a wholly-owned subsidiary
thereof or any employee benefit plan of the Company or its subsidiaries
(including any trustee of such plan acting as such trustee)) of securities
of the Company representing 5 percent or more of the combined voting power
of the Company's outstanding securities and the adoption by the Board of
Directors of a resolution to the effect that a Potential Change in Control
of the Company has occurred for purposes of this Plan.
(d) As used herein, the term "Change in Control Price" means the highest price
per share paid in any transaction reported on the National Association of
Securities Dealers Automated Quotation System (or the New York Stock
Exchange or other national securities exchange, as the case may be), or
paid or offered in any bonafide transaction related to a Potential or
actual Change in Control of the Company at any time during the 60 day
period immediately preceding the occurrence of the Change in Control (or,
where applicable, the occurrence of the Potential Change in Control event),
in each case determined by the Committee except that, in the case of
Incentive Stock Options and SARs relating to Incentive Stock Options, such
price shall be based only on transactions reported for the date on which
the optionee exercises such SARs or, where applicable, the date on which a
cash out occurs under Section 18(a)(iii).
19. Non-Competition Provision.
Unless the award agreement relating to a stock option, SAR, restricted
stock or performance unit specifies otherwise, a grantee shall forfeit all
unexercised, unearned and/or unpaid awards, including, but not by way of
limitation, awards earned but not yet paid, all unpaid dividends and dividend
equivalents, and all interest, if any, accrued on the foregoing if, (i) in the
opinion of the Committee, the grantee without the written consent of the
Company, engages directly or indirectly in any manner or capacity as principal,
agent, partner, officer, director, employee or otherwise, in any business or
activity competitive with the business conducted by the Company or any of its
subsidiaries; or (ii) the grantee performs any act or engages in any activity
which in the opinion of the Chief Executive Officer of the Company is inimical
to the best interests of the Company.
20. Adjustments.
In the event of any change in the outstanding common stock of the
Company, by reason of a stock dividend or distribution, recapitalization,
merger, consolidation, reorganization, split-up, combination, exchange or Shares
or the like, the Board of Directors, in its discretion, may adjust
proportionately the number of Shares which may be issued under the Plan, the
number of Shares subject to outstanding awards, and the option exercise price of
each outstanding option, and may make such other changes in outstanding options,
SARs, performance units and restricted stock awards, as it deems equitable in
its absolute discretion to prevent dilution or enlargement of the rights of
grantees, provided that any fractional Shares resulting from such adjustments
shall be eliminated.
21. Amendment.
The Board of Directors may terminate, amend, modify or suspend the Plan
at any time, except that the Board shall not, without the authorization of the
holders of a majority of Company's voting securities, increase the maximum
number of Shares which may be issued under the Plan (other than increases
pursuant to paragraph 20 hereof), extend the last date on which awards may be
granted under the Plan, extend the date on which the Plan expires, change the
class of persons eligible to receive awards, or change the minimum option price.
In no event, however, shall the provisions of paragraph 6(h) be amended more
often than once every six months, other than to comport with changes in the
Code, the Employment Retirement Income Security Act of 1974, as amended, or the
rules thereunder. No termination, modification, amendment or suspension of the
Plan shall adversely affect the rights of any grantee or Beneficiary under an
award previously granted, unless the grantee or Beneficiary shall consent; but
it shall be conclusively presumed that any adjustment pursuant to paragraph 20
hereof does not adversely affect any such right.
22. Effect on Other Plans.
Participation in this Plan shall not affect a grantee's eligibility to
participate in any other benefit or incentive plan of the Company. Any awards
made pursuant to this Plan shall not be used in determining the benefits
provided under any other plan of the Company unless specifically provided
therein.
23. Effective Date and Duration of the Plan.
The Plan shall become effective when adopted by the Board of Directors,
provided that the Plan is approved by the holders of a majority of the Company's
voting securities on the date of its adoption by the Board or before the first
anniversary of that date. Unless it is sooner terminated in accordance with
paragraph 21 hereof, the Plan shall remain in effect until all awards under the
Plan have been satisfied by the issuance of Shares or payment of cash or have
expired or otherwise terminated, but no award shall be granted more than ten
years after the earlier of the date the Plan is adopted by the Board of
Directors or is approved by the holders of the Company's voting securities.
24. Unfunded Plan.
The Plan shall be unfunded, except to the extent otherwise provided in
accordance with Section 8 hereof. Neither the Company nor any affiliate shall be
required to segregate any assets that may be represented by stock options, SARs,
or performance units, and neither the Company nor any affiliate shall be deemed
to be a trustee of any amounts to be paid under any stock option, SAR or
performance unit. Any liability of the Company or any affiliate to pay any
grantee or Beneficiary with respect to an option, SAR or performance unit shall
be based solely upon any contractual obligations created pursuant to the
provisions of the Plan; no such obligations will be deemed to be secured by a
pledge or encumbrance on any property of the Company or an affiliate.
25. Governing Law.
The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of the State of Mississippi except to
the extent that such laws may be superseded by any federal law.
ADOPTED BY THE BOARD OF DIRECTORS OF DELTA AND PINE LAND COMPANY ON THE 17TH DAY
OF OCTOBER, 1995 TO BE EFFECTIVE ON DECEMBER 1, 1995 (AFTER THE STOCK SPLIT
EFFECTIVE FOR SHAREHOLDERS OF RECORD ON DECEMBER 1, 1995).
By:
Roger D. Malkin, Chief Executive Officer