AMENDED AND RESTATED
CREDIT SUISSE GROUP
INTERNATIONAL SHARE PLAN
MASTER PLAN DOCUMENT
SECTION 1: INTRODUCTION
1.1 Purpose. The Amended and Restated Credit Suisse Group International
Share Plan has been adopted by the Compensation Committee of the Board
of Directors (the "Group Compensation Committee") of Credit Suisse
Group ("CSG") for the purpose of providing an incentive to key
employees of CSG and its subsidiaries (collectively, the "Group")
outside Switzerland to remain in the service of the Group and further
aligning the interests of employees of the Group with the interests of
the shareholders of CSG, and thereby maintaining and enhancing the
overall long-term performance and profitability of the Group. Employees
of the Group who are subject to Swiss taxation on employment income at
the time they are awarded such incentives and who are ordinarily
resident in Switzerland shall be covered by the Credit Suisse Group
Swiss Share Plan, the terms of which are similar to the Amended and
Restated Credit Suisse Group International Share Plan.
1.2 Definitions. Certain capitalized terms used herein are defined in
Section 6 hereof.
1.3 Master Plan Document; Supplements.
(a) Documents Forming Part of the Share Plan. The Share Plan consists
of (i) this document (as from time to time amended or
supplemented, the "Master Plan Document") and (ii) supplements to
this Master Plan Document, including, (x) supplements setting
forth terms of the Share Plan applicable to Employees or groups
of Employees of companies in a particular Business Unit that are
in addition to or different from the terms set out in, but not
inconsistent with the intent of, or (except as expressly approved
by the Group Compensation Committee) more favorable to
Participants than, this Master Plan Document (each such
supplement, as from time to time amended, a "Business Unit
Supplement") and (y) supplements setting forth terms and
conditions applicable to particular forms of Awards that are in
addition to or different from the terms set out in, , but not
inconsistent with the intent of, or (except as expressly approved
by the Group Compensation Committee) more favorable to
Participants than, this Master Plan Document (each such
supplement, as from time to time amended, an "Award Supplement").
Each Business Unit Supplement, Award Supplement, and other
supplement hereto shall be approved by the Group Compensation
Committee.
(b) Adoption of Share Plan. The Amended and Restated Credit Suisse
Group International Share Plan, including the Option Supplement,
the Alternative Investment Award Supplement, and the LTIP
Supplement to this Master Plan Document, was adopted by the Group
Compensation Committee on January 25, 2001.
(c) Awards Covered by this Master Plan Document. The terms and
conditions set forth in this Master Plan Document apply only to
Awards granted pursuant to the Credit Suisse Group International
Share Plan on or after January 1, 2001 (including, without
limitation, Longevity Premium Awards and Compensation Awards
granted in calendar year 2001 with respect to calendar year
2000). All awards granted under the Credit Suisse Group
International Share Plan prior to January 1, 2001 shall continue
to be governed by the Master Plan Document that was approved by
the Compensation Committee on February 18, 2000.
1.4 Awards. The Share Plan provides for the grant to key employees of the
Group of awards that are linked to registered shares, par value Sfr 20
per share, of CSG ("Registered Shares") or consist of Registered Shares
(collectively, "Equity Awards"). If provided for in the applicable
Business Unit Supplement and elected by an eligible Employee in
accordance with Section 3.2(a)(iii) hereof, Awards may instead consist
of Alternative Investment Awards or LTIP Awards. Equity Awards,
Alternative Investment Awards, and LTIP Awards are together "Awards."
SECTION 2: ADMINISTRATION
2.1 Group Compensation Committee. The Group Compensation Committee shall
have the sole and complete authority to exercise any authority under
the Share Plan, subject to the applicable OGR. The Group Compensation
Committee may delegate its authority hereunder to such person or
persons as it deems appropriate, subject to the applicable OGR.
2.2 Legal Entity Compensation Committees. The Legal Entity Compensation
Committee with responsibility for a particular Business Unit shall have
the power to (i) select the level and/or identity of Employees of
companies in such Business Unit to receive Awards and designate the
forms of Awards and the number of Awards to be granted to each such
Employee; (ii) amend the terms of any Business Unit Supplement or Award
Supplement, subject to the approval of the Group Compensation
Committee, to make the Share Plan more tax-effective for any
Participant or group of Participants who are Employees of companies in
such Business Unit or to ensure compliance with local laws and
regulations applicable to companies in such Business Unit; (iii) adopt,
alter, and repeal such administrative rules, guidelines, and practices
governing the operation of the Share Plan with respect to Participants
who are Employees of such Business Unit as such Legal Entity
Compensation Committee shall from time to time deem advisable; (iv)
interpret the terms and provisions of the Share Plan as they apply to
Participants who are Employees of companies in such Business Unit; (v)
determine whether a particular Participant or group of Participants who
are Employees of companies in such Business Unit are eligible to elect
to receive a portion of their Awards under the Plan as Alternative
Investment Awards or LTIP Awards; and (vi) administer the Share Plan
insofar as it applies to Participants who are Employees of companies in
such Business Unit, subject in all of the foregoing cases to the
applicable OGR and to Section 2.1 hereof. The responsible Legal Entity
Compensation Committee may delegate its authority hereunder to such
person or persons as it deems appropriate, subject to the applicable
OGR.
2.3 Effect of Decisions. The decisions of the Board of Directors of CSG,
the Group Compensation Committee, a Legal Entity Compensation
Committee, the Executive Board of any Business Unit, or any person or
persons to whom any of the foregoing has delegated its authority
hereunder with respect to the Share Plan or any Award shall be final,
conclusive, and binding upon all parties including, but not limited to,
Employees, Employers, and Participants. Such decisions are not required
to be consistent with respect to different Employees. In the case of
any conflicts or inconsistent decisions with respect to an individual
Employee, the Group Compensation Committee shall have final and binding
authority under the Share Plan. No member of the Board of Directors of
CSG, the Group Compensation Committee, or any Legal Entity Compensation
Committee (or any person to whom any such person has delegated
authority hereunder) shall have any personal liability as a consequence
of any action taken or not taken or any determination made in good
faith by such person pursuant to the terms of the Share Plan or
authority delegated to such person pursuant to the Share Plan.
SECTION 3: AWARDS
3.1 Forms of Awards.
(a) Equity Awards. Each Equity Award shall consist of (i) one
Registered Share, (ii) an option to acquire one Registered Share
(and/or a stock appreciation right) ("Option"), (iii) a phantom
share representing an unsecured contractual right to receive one
Registered Share ("Phantom Share"), or (iv) another form of a
right to receive a Registered Share, as determined by the
responsible Legal Entity Compensation Committee. Certain terms
and conditions applicable to Options are set out in an Award
Supplement relating to Options (the "Option Supplement") or may
be set out in an Award Letter relating thereto.
(b) Alternative Investment Awards. Each "Alternative Investment
Award" shall consist of a unit the value of which varies based on
an Alternative Investment Factor, which Award may be settled in
cash or securities. Certain terms and conditions applicable to
Alternative Investment Awards are set out in an Award Supplement
relating to Alternative Investment Awards (the "Alternative
Investment Award Supplement") or may be set out in an Award
Letter relating thereto.
(c) LTIP Awards. Each "LTIP Award" shall consist of a unit
representing the right to receive cash determined in accordance
with the valuation principles of the CSAM Long-Term Incentive
Plan or be in such other form as is determined in accordance with
the Addendum to the Credit Suisse Asset Management Business Unit
Supplement - CSAM Long Term Incentive Plan International. Certain
terms and conditions applicable to LTIP Awards are set out in
such document, which shall be deemed to be an Award Supplement
relating to LTIP Awards (the "LTIP Award Supplement") or may be
set out in an Award Letter relating thereto.
3.2 Grant of Awards.
(a) Compensation Awards.
(i) Each year during the term of the Share Plan, commencing with
annual compensation for 2000, Employers may award a portion
of the total annual compensation of Employees designated by
them by way of the grant of Awards to such Employees, with
the portion of each Employee's total annual compensation for
any year to consist of such Awards to be calculated on the
basis of the Share Compensation Table for such Employee's
Business Unit.
(ii) If so provided in the applicable Business Unit Supplement,
each year during the term of the Share Plan, commencing with
annual compensation for 2000, each eligible Employee in such
Business Unit who is at the level designated in the Business
Unit Supplement may be permitted to elect to receive a
percentage (as determined by senior management of the
applicable Business Unit) of his or her prospective
Incentive Performance Bonus for such year as Awards under
this paragraph, subject to such terms and conditions as may
be imposed by the responsible Employer. If the Employee
receives Awards pursuant to paragraph (i) of this Section
3.2(a) for such year, any election made by such Employee
pursuant to this paragraph (ii) for such year will be with
respect to a portion of such Employee's Incentive
Performance Bonus that is in addition to the portion of such
Employee's Incentive Performance Bonus paid as Awards
pursuant to paragraph (i) of this Section 3.2(a).
(iii) Awards made pursuant to paragraphs (i) or (ii) of this
Section 3.2(a) are "Compensation Awards." Compensation
Awards shall be accounted for as part of an Employee's total
annual compensation for 2000 or any later year. All
Compensation Awards shall be Equity Awards (the portion
thereof, if any, to consist of Options to be determined as
set forth in the applicable Business Unit Supplement),
except that, if and to the extent provided in the applicable
Business Unit Supplement, a Participant may elect to receive
a percentage of his or her Compensation Awards for any year
as Alternative Investment Awards and, if and to the extent
provided in the applicable Business Unit Supplement, an
Employee will receive a percentage of his or her
Compensation Awards as LTIP Awards.
(b) Longevity Premium Awards. At the time an Employer makes
Compensation Awards to Employees, such Employer may also, if
doing so is provided for in the applicable Business Unit
Supplement, award to Employees, in consideration for their
performance of services in the future, a number of additional
Awards determined as specified in the applicable Business Unit
Supplement. Awards made pursuant to this Section 3.2(b) are
"Longevity Premium Awards." All Longevity Premium Awards shall
take the form of Equity Awards (but not Options) except that, if
and to the extent provided in the applicable Business Unit
Supplement, Longevity Premium Awards may take the form of LTIP
Awards. Longevity Premium Awards shall be in addition to an
Employee's total annual compensation and shall not be accounted
for as part of a Business Unit's bonus pool.
(c) Special Awards. Employers may from time to time make Awards
hereunder that are not Compensation Awards or Longevity Premium
Awards and are made to such Employees, are in such forms, and
have such terms not inconsistent with the terms of this Master
Plan Document, the applicable Business Unit Supplement, an Award
Supplement, or other supplement hereto, or any applicable Group
policy on compensation, as may be approved by the responsible
Legal Entity Compensation Committee or by the Chief Executive
Officer of the applicable Business Unit acting in consultation
with the chairman or another member of such Compensation
Committee, or by such Chief Executive Officer acting alone if
consistent with the approval authorities granted by such
Compensation Committee. Awards made pursuant to this Section
3.2(c) are "Special Awards." Special Awards shall take the form
of Equity Awards unless otherwise provided in the Award Letter
relating thereto.
SECTION 4: TERMS OF AWARDS
4.1 Terms of Certain Awards. The terms generally applicable to all forms of
Awards are set forth in this Section 4. Terms and conditions specific
to particular types of Awards may be set out in the Award Supplements
relating thereto, including the Option Supplement, the Alternative
Investment Award Supplement, and the LTIP Award Supplement, or in the
Award Letter relating thereto.
4.2 Dividends and Dividend Equivalents. Except as otherwise set forth in a
Business Unit Supplement, Award Supplement, or other supplement hereto
or an Award Letter, upon any declaration of a dividend on Registered
Shares, each Participant who holds an Award consisting of a restricted
Registered Share shall be entitled to receive such dividend and each
Participant who holds another form of Equity Award, other than an
Option, shall be entitled to receive an amount (a "Dividend
Equivalent") from his or her Employer equal to the amount per share of
such dividend. Dividends and Dividend Equivalents shall be paid after
deduction of any applicable statutory withholdings. In the case of a
dividend declared and paid in cash, the corresponding Dividend
Equivalent payable to any Participant shall be paid in cash, converted
to the currency in which the Participant's salary is normally paid at a
spot exchange rate prevailing on the date on which the dividend on
Registered Shares was declared. In the case of a dividend paid in
property, the corresponding Dividend Equivalent payable to any
Participant shall be paid in kind (subject to compliance with all
applicable securities or other laws) or, at the option of the
Participant's Employer or CSG, in cash in an amount equivalent to the
fair market value of such property as determined by the Board of
Directors of CSG. Dividend Equivalents payable pursuant to the
foregoing shall be paid as soon as practicable after payment of the
related dividend. A Participant shall not be entitled to receive
dividends or Dividend Equivalents on Awards consisting of Options,
Alternative Investment Awards, or LTIP Awards.
4.3 Settlement of Compensation Awards and Longevity Premium Awards. The
Settlement of Compensation Awards (other than Options) and Longevity
Premium Awards shall take place at the times set out below, subject,
however, to Section 4.5. The Settlement of Awards consisting of Options
shall take place at the times and to the extent set forth in the Option
Supplement or an Award Letter relating thereto, subject, however, to
the provisions of Section 4.5.
(a) Scheduled Settlement. In the event a Participant remains
continuously employed by the Group through the fourth anniversary
of the date of the grant of any Compensation Awards or Longevity
Premium Awards for any year, Settlement of such Awards shall
occur on or as promptly as practicable after such fourth
anniversary (the "Scheduled Settlement Date" for such Awards).
(b) Settlement Following Early Termination of Employment. In the
event of the termination of a Participant's of employment prior
to the Scheduled Settlement Date of Compensation Awards or
Longevity Premium Awards granted for any year, Settlement of such
Awards shall take place at the times and to the extent provided
below.
(i) Termination of Employment as a Consequence of Death,
Disability, Normal Retirement, or a Termination of
Employment by the Group without Cause. If such termination
of employment occurs as a consequence of the Participant's
death, Disability, or Normal Retirement, Settlement of all
Compensation Awards and all Longevity Premium Awards held by
such Participant shall take place within 120 days of the
date of such termination of employment. If such termination
of employment consists of a termination of employment by the
Group without Cause, Settlement of all Compensation Awards
held by such Participant and, provided that such termination
occurs after the third anniversary of issuance thereof, all
Longevity Premium Awards held by such Participant shall take
place within 120 days of the date of such termination of
employment. In the event such termination without Cause
occurs prior to the third anniversary of issuance of such
Longevity Premium Awards, no Settlement of such Awards shall
take place at any time.
(ii) Termination of Employment as a Consequence of Resignation
(including Early Retirement).
(x) Compensation Awards. If such termination of employment
occurs as a consequence of the Participant's
resignation (including Early Retirement), then:
(A) If such resignation occurs less than one year
after the grant of Compensation Awards for any
year,
(1) Settlement of 25% of such
Compensation Awards held by such Participant
shall take place within 120 days of the date
of termination of employment.
(2) Settlement of an additional 25%
of such Compensation Awards held by such
Participant shall take place within 120 days
of the first anniversary of the grant of
such Awards, subject to his or her
continuously complying with the Settlement
Conditions through such first anniversary.
In the event such Participant does not
comply with the Settlement Conditions
through such first anniversary, no
Settlement of any additional Compensation
Awards shall take place at any time.
(3) Settlement of the remaining 50%
of such Compensation Awards held by such
Participant shall take place within 120 days
of the second anniversary of the grant of
such Awards, subject to his or her
continuously complying with the Settlement
Conditions through such second anniversary.
In the event such Participant does not
comply with the Settlement Conditions
through such second anniversary, no
Settlement of any additional Compensation
Awards shall take place at any time.
(B) If such resignation occurs one year or more
but less than two years after the grant of
Compensation Awards for any year,
(1) Settlement of 50% of such
Compensation Awards held by such Participant
shall take place within 120 days of the date
of termination of employment.
(2) Settlement of the remaining 50%
of such Compensation Awards held by such
Participant shall take place within 120 days
of the second anniversary of the grant of
such Awards, subject to his or her
continuously complying with the Settlement
Conditions through such second anniversary.
In the event such Participant does not
comply with the Settlement Conditions
through such second anniversary, no
Settlement of such Compensation Awards shall
take place at any time.
(C) If such resignation occurs two years or
more after the grant of Compensation Awards
for any year (but prior to the Scheduled
Settlement Date for such Awards), Settlement
of all such Compensation Awards held by such
Participant shall take place within 120 days
of the date of termination of employment.
(y) Longevity Premium Awards. If such termination of
employment occurs as a consequence of the Participant's
resignation (including Early Retirement), then:
(A) If such resignation occurs less than
three years after the grant of Longevity
Premium Awards for any year, no Settlement
of any such Longevity Premium Awards held by
such Participant shall take place at any
time, except that, in the case of an Early
Retirement, Settlement of all such Longevity
Premium Awards held by such Participant
shall take place within 120 days of the
third anniversary of the grant of such
Awards, subject to his or her continuously
complying with the Settlement Conditions
through such third anniversary. In the event
such Participant who took Early Retirement
does not comply with the Settlement
Conditions through such third anniversary,
no Settlement of any Longevity Premium
Awards shall take place at any time.
(B) If such resignation occurs three years
or more after the grant of Longevity Premium
Awards for any year (but prior to the
Scheduled Settlement Date for such Awards),
Settlement of all such Longevity Premium
Awards held by such Participant shall take
place within 120 days of the date of
termination of employment.
(iii)Termination of Employment with Cause. If such termination
of employment consists of a termination by the Group with
Cause, or, anything else herein to the contrary
notwithstanding, if the Executive Board of the applicable
Business Unit determines that at any time prior to the
termination of a Participant's employment such Participant
engaged in conduct that would have been grounds for
terminating his or her employment for Cause, Settlement of
such Participant's Compensation Awards and Longevity Premium
Awards shall take place if and to the extent provided below.
(v) in the event that such termination of employment for Cause
is deemed to have occurred prior to the grant of
Compensation Awards or Longevity Premium Awards for any
year, no Settlement of such Compensation Awards or Longevity
Premium Awards held by such Participant shall take place at
any time.
(w) in the event that such termination of employment for Cause
occurs (or is deemed to have occurred) less than one year
after the grant of Compensation Awards and Longevity Premium
Awards for any year, Settlement of 25% of such Compensation
Awards held by such Participant shall take place on or as
promptly as practicable after the Scheduled Settlement Date
for such Awards. No Settlement of the remaining 75% of such
Compensation Awards, or of any such Longevity Premium
Awards, shall take place at any time.
(x) in the event that such termination of employment for Cause
occurs (or is deemed to have occurred) one year or more but
less than two years after the grant of Compensation Awards
and Longevity Premium Awards for any year, Settlement of 50%
of such Compensation Awards held by such Participant shall
take place on or as promptly as practicable after the
Scheduled Settlement Date for such Awards. No Settlement of
the remaining 50% of such Compensation Awards, or of any
such Longevity Premium Awards, shall take place at any time.
(y) in the event that such termination of employment for Cause
occurs (or is deemed to have occurred) two years or more but
less than three years after the grant of Compensation Awards
and Longevity Premium Awards for any year, Settlement of 75%
of such Compensation Awards held by such Participant shall
take place on or as promptly as practicable after the
Scheduled Settlement Date for such Awards. No Settlement of
the remaining 25% of such Compensation Awards, or of any
such Longevity Premium Awards, shall take place at any time.
(z) in the event that such termination of employment for Cause
occurs (or is deemed to have occurred) three years or more
after the grant of Compensation Awards and Longevity Premium
Awards for any year (but prior to the Scheduled Settlement
Date for such Awards), Settlement of 100% of such
Compensation Awards and Longevity Premium Awards held by
such Participant shall take place on or as promptly as
practicable after the Scheduled Settlement Date for such
Awards.
For purposes hereof, in the event that the Executive Board of the
applicable Business Unit determines that at any time prior to the
termination of employment a Participant engaged in conduct that
would have been grounds for terminating his or her employment for
Cause, such Participant's employment shall be deemed to have been
terminated with Cause effective as of the date on which the
events giving rise to "Cause" first occurred, and (y) in the
event that any Participant who terminates his or her employment
with the Group does not provide the Group with the period of
notice of such termination required by any employment contract,
agreement, arrangement, or policy applicable to such Participant,
such Participant's employment shall, anything else herein to the
contrary notwithstanding, be deemed to have been terminated with
Cause effective as of the date on which such Participant
terminated his or her employment.
4.4 Settlement of Special Awards. Settlement of Special Awards shall take place
at the times specified and subject to the conditions in the Award Letter
relating thereto.
4.5 Other Terms and Conditions of Settlement.
(a) Additional Condition to Settlement. Anything else herein to the
contrary notwithstanding, it will be an additional condition to
the Settlement of a Compensation Award, Longevity Premium Award,
or Special Award that the holder of the Award not, at any time
prior to the date on which Settlement thereof is otherwise
required to take place pursuant to Sections 4.3 or 4.4 above:
(i) directly or indirectly disclose any secret, confidential, or
proprietary information that belongs to or concerns the
Group or that such holder learned by reason of his or her
association with the Group or directly or indirectly use any
such information to the detriment of the Group or the
applicable Business Unit, as determined by the Executive
Board of the applicable Business Unit in good faith; or
(ii) willfully engage in any other conduct that is materially
detrimental to the Group or the applicable Business Unit, as
determined by the Executive Board of the applicable Business
Unit in good faith.
(b) Reversion of Awards. In all cases in which the Settlement of
Awards is not specifically provided for hereunder, such Awards
shall revert to the Group and the Participant shall have no
further rights with respect thereto.
(c) Additional Provisions Regarding Settlement Following Termination
of a Participant's Employment Prior to Scheduled Settlement Date
by Employer for Cause. Anything else in the Share Plan or an
Award Letter to the contrary notwithstanding, in the event of the
termination of a Participant's employment for Cause, the Employer
of such Participant may, at its option, in the case of any Awards
held by such Participant that are Equity Awards (other than
Options, cancel such Awards and in substitution therefor (x)
credit to a notional account in the name of such Participant (the
"Account"), at the time of such termination or on such date
thereafter as it chooses, a number of Registered Shares equal to
the number of Registered Shares the Participant would have been
entitled to receive had Settlement of such Awards occurred at the
time of his or her termination or on such later date on which the
Account is established, and (y) deliver to the Participant, on or
as promptly as practicable after the Scheduled Settlement Date of
such Participant's Awards, in full satisfaction of its
obligations hereunder and in connection herewith, such Registered
Shares credited to the Account (the "Account Shares") or such
lesser number of such Account Shares as is derived by multiplying
the number of Account Shares by a fraction the numerator of which
is the aggregate Swiss franc value of the Account Shares at the
time of establishment of the Account and the denominator of which
is the aggregate Swiss franc value of the Account Shares on the
Scheduled Settlement Date, the balance (if any) of such Account
Shares to be released to the Employer or its designee.
4.6 Consideration Receivable upon Settlement of an Award.
(a) Upon the Settlement of an Equity Award consisting of a Registered
Share, all restrictions on the transfer thereof pursuant to
Section 4.6 hereof shall be deemed to have lapsed; upon the
Settlement of an Equity Award consisting of an Option, such
Option shall become exercisable for a Registered Share that is
not subject to such transfer restrictions; upon the Settlement of
an Award consisting of a Phantom Share, the Employer of such
Participant shall, provided that the holder has opened an account
with the Group for this purpose, deliver to the holder thereof or
to a nominee on behalf of such holder, by book entry, one
Registered Share that is not subject to such transfer
restrictions; or Settlement of an Award (including an Alternative
Investment Award or LTIP Award) shall otherwise take place in the
manner provided in the Award Letter relating thereto, in the
applicable Business Unit Supplement, or in the applicable Award
Supplement.
(b) Registered Shares transferred to a Participant upon the
Settlement of Equity Awards may not be registered under the
United States Securities Act of 1933, as amended (the "Securities
Act"), and, in the event such Registered Shares have not been so
registered, may not be resold, offered for resale, or otherwise
transferred unless such resale or other transfer takes place (i)
outside the United States in an offshore transaction in
accordance with Rule 904 of Regulation S under the Securities
Act, (ii) pursuant to an exemption from registration provided by
Rule 144 under the Securities Act (if applicable), (iii) with an
opinion of counsel satisfactory to the Group that such transfer
may otherwise properly be made without registration under the
Securities Act, or (iv) pursuant to an effective registration
statement under the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United
States. Notwithstanding anything herein to the contrary, no
Registered Shares shall be issued or delivered to any Participant
pursuant to the Share Plan if CSG determines in good faith that
the issuance or delivery of such Registered Shares would violate
applicable law.
4.7 Transferability. No Award shall be assignable, pledgeable, or
transferable, and no right or interest of any Participant in any Award
shall be subject to any lien, obligation, liability, or other such
encumbrance of the Participant, except by will or the laws of descent
and distribution. Notwithstanding the foregoing, a Participant may
assign or transfer his or her rights with respect to any or all of the
Awards owned by such Participant to a trust, limited liability company,
or partnership of which all of the beneficiaries, members, or partners
are the transferring Participant or members of his or her immediate
family, subject to compliance with all applicable tax, securities, and
other laws; provided that notwithstanding the foregoing, no such
transfer shall be effective to bind the Group unless the Group
Compensation Committee shall have been furnished with (a) written
notice thereof and with a copy of such evidence as the Group
Compensation Committee or its designee may deem necessary to establish
the validity of the transfer and (b) an agreement by the transferee to
comply with all the terms and conditions of the Awards that are or
would have been applicable to the Participant and to be bound by the
acknowledgments made by the Participant in connection with the grant of
the Award; and, provided further that the Group may prohibit any such
assignment or transfer if it shall determine (based on the advice of
counsel) that the assignment or transfer could result in the occurrence
of a taxable event in respect of any Award.
SECTION 5: GENERAL PROVISIONS
5.1 Adjustments.
(a) Stock Splits, Partial Repayment of Capital, etc. In the event of
a material change in the outstanding number or kind of Registered
Shares by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, combination or
exchange of shares, options or rights offering at a price
substantially below fair market value, or similar event, or in
the event the shareholders of CSG determine to reduce the nominal
value of outstanding Registered Shares and repay a corresponding
amount per share (each a "Corporate Change"), the Group
Compensation Committee shall, subject to any required action of
the Board of Directors, make such substitution or adjustment as
to the number or kind of Registered Shares or other securities
issuable upon the Settlement of Awards that are Equity Awards
hereunder, or shall make such cash payments, subject to the same
conditions as were applicable to the corresponding Award prior to
such adjustment, as necessary to provide that, in the reasonable
judgment of the Group Compensation Committee, the consideration
receivable by Participants upon Settlement of their Awards
following such Corporate Change shall be of equivalent value to
the consideration receivable by Participants upon Settlement of
their Awards prior to such Corporate Change. Any such
determination by the Group Compensation Committee shall be final,
binding, and conclusive on the Participants.
(b) No Fractional Registered Shares. No fractional Awards shall be
awarded and no fractional Registered Shares shall be issued upon
the Settlement of Awards.
5.2 Change in Control.
(a) In the event a transaction which gives effect to a Change in
Control of CSG shall occur, (x) the Share Plan shall continue in
effect subject to the terms hereof and (y) the Awards that are
outstanding hereunder shall continue in effect in accordance with
their respective terms and each such Award that is an Equity
Award shall, at the election of the Board of Directors of CSG,
either (i) immediately before such Change in Control transaction
be converted into a Registered Share, or (ii) within 60 days
following consummation of such Change in Control transaction, be
converted into, in lieu of the consideration otherwise provided
herein, the same number and kind of stock, securities, cash,
property, or other consideration that each holder of a Registered
Share was entitled to receive in the Change in Control (the
"Transaction Consideration") in respect of a Registered Share, or
cash in an amount, or indebtedness of CSG with a principal
amount, equal to the fair value of such consideration, or any
combination of the foregoing, in each case as determined by the
Group Compensation Committee in its sole discretion, or (iii)
depending on the form of an Award, be converted into an option, a
phantom share, or another form of Award that provides the
Participant with the opportunity to receive the Transaction
Consideration, provided that Transaction Consideration so
received with respect to any Awards shall be subject to the same
conditions as were applicable to the Awards so converted (with
any cash consideration being retained by the Group until the
lapse of the conditions applicable thereto). Notwithstanding the
foregoing, the Board of Directors of CSG may, in its sole
discretion, choose to accelerate the lapse of conditions and/or
Settlement of all Awards held by Participants if the Board of
Directors determines that such acceleration, lapse of Settlement
Conditions, and/or Settlement of such Awards would be in the best
interests of the Group and the Employees.
(b) For purposes hereof, in the event of a transaction which gives
effect to a Change in Control of CSG, the consideration that a
holder of a Registered Share shall be deemed to receive shall be
equal to the kind and amount of consideration, as determined by
the Group Compensation Committee, paid by the Acquiring Person in
the transaction which resulted in the Change in Control (which,
in the event that the Acquiring Person shall have made an offer
to all holders of Registered Shares either pursuant to the
current Swiss Codex on takeovers or the Swiss Stock Exchange Act
shall be the purchase price paid for such shares pursuant to such
offer).
(c) In the event a transaction shall occur with respect to a
subsidiary of CSG that would constitute a Change in Control of
CSG if such transaction had occurred with respect to CSG, the
Group Compensation Committee may, in its sole discretion, choose
to accelerate the lapse of Settlement Conditions and/or
Settlement of all Awards held by Participants who are Employees
of such subsidiary (or of subsidiaries of such subsidiary).
(d) In the event that (i) a Participant's employment with the Group
is terminated by the Group without Cause or (ii) a Participant
terminates his employment with the Group (other than in
circumstances in which such Participant's employment could have
been terminated by the Group for Cause), in either of (i) or (ii)
within one year after a Change in Control of CSG, then the Group
Compensation Committee shall accelerate the lapse of all
Settlement Conditions and/or Settlement of all Awards held by
such Participant.
5.3 Withholding. The Group shall have the right (jointly and severally) on
behalf of any Participant to apply any Registered Shares held or
receivable or received by such Participant upon or after Settlement of
his or her Equity Awards, or to sell such Registered Shares and apply
the sale proceeds, or to apply any cash, securities, or other
consideration otherwise payable to such Participant upon Settlement of
such Participant's Awards (or the proceeds thereof), to any statutory
withholdings with respect to the proceeds of such Settlement and for
which the Participant has not separately provided.
5.4 Currency Facilities. A Business Unit may provide facilities to its
Employees who are Participants in order to enable them to protect the
value of their Equity Awards from fluctuations in currency or movements
between Swiss francs and the designated currency of such facility.
5.5 No Right to Awards or to Employment. No person shall have any claim or
right to be granted an Award. The grant of an Award shall not be
construed as giving a Participant an entitlement to any future Awards
or any right to be retained in the employ of the Group. The Group
expressly reserves the right at any time to dismiss a Participant free
from any liability, or any claim under the Share Plan, except as
expressly provided herein or in any Award Letter or other agreement
entered into with respect to an Award.
5.6 Construction of the Share Plan.
(a) Governing Law. To provide for consistent application of the Share
Plan to all Participants, the Share Plan shall in all cases be
governed by, and construed in accordance with, the laws of the
State of New York applicable to contracts executed and to be
performed in that state (without regard to conflicts of law
principles thereof).
(b) Amendment, Suspension, or Termination of Share Plan. The Group
Compensation Committee may amend, suspend, or terminate the Share
Plan (including any Business Unit Supplement or Award Supplement)
or any portion hereof at any time without shareholder approval.
(c) Amendment, Modification, or Termination of Awards. If approved by the
responsible Legal Entity Compensation Committee, any Award made under
the Share Plan may be made in such form or on such terms or conditions
(whether or not approved by any tax or other authority), in order to
secure beneficial tax treatment for Participants, as such Legal Entity
Compensation Committee may determine in light of a full analysis
presented thereto on the effects on the Employer and the Group of such
proposed terms. An Employer may, with the approval of the responsible
Legal Entity Compensation Committee, amend, modify, or terminate any
outstanding Award with the Participant's consent at any time prior to
the Settlement of such Award or may, with approval of the Executive
Board of the applicable Business Unit, permit accelerated Settlement of
an Award upon the occurrence of a taxable event with respect thereto,
to the extent that the Registered Shares receivable upon such
Settlement (or the proceeds thereof), or the cash, securities, or other
consideration otherwise payable upon Settlement of any such Award (or
the proceeds thereof) are applied to the resulting tax liability. CSG
or an Employer may, with the approval of the responsible Legal Entity
Compensation Committee, accelerate the Settlement of any Award at any
time upon notice to the holder thereof if such Committee determines
that doing so is necessary or desirable for liquidity management or
corporate tax planning purposes.
5.7 Shareholder Rights. No holder of an Equity Award (other than an Equity
Award consisting of a Registered Share) shall have any rights of a
shareholder of CSG or any subsidiary thereof. Holders of actual
Registered Shares received upon Settlement of Equity Awards shall have
all rights of shareholders as to such Registered Shares. No holder of
an Alternative Investment Award or LTIP Award shall have any rights of
a shareholder of CSG or any subsidiary thereof.
5.8 Award Letters. Each grant to a Participant of an Award hereunder shall
be evidenced by a letter (an "Award Letter") informing such recipient
of the Awards granted him or her and the form, terms, and aggregate
number thereof, incorporating by reference the terms of the Share Plan
(including the applicable Business Unit Supplement, any applicable
Award Supplement, and any other applicable supplement hereto), and
setting forth such specific provisions, not inconsistent with the terms
of the Share Plan (including the applicable Business Unit Supplement,
any applicable Award Supplement, and any other applicable supplement
hereto), as the responsible Legal Entity Compensation Committee may
deem appropriate in its discretion or which may be required for the
intended tax treatment. Each Award Letter shall provide that, by
accepting the Awards being granted thereunder, the Participant agrees
to be bound by all applicable provisions of the Share Plan (including
this Master Plan Document, the applicable Business Unit Supplement, any
applicable Award Supplement, and any other applicable supplement
hereto) and such Award Letter, including any consent to any
jurisdiction and arbitration provisions set out therein. An Award
Letter may specify conditions to the vesting of an Award and
restrictions on the Settlement of an Award in addition to those set out
herein.
5.9 Application of Registered Shares. The Group shall have the right to
apply the Registered Shares receivable by a Participant upon Settlement
of an Equity Award (or upon the exercise of an Option after
Settlement), or to sell such Registered Shares and apply the proceeds
of such sale, to any obligations of such Participant to his or her
Employer, or to any other entity that is part of the Group, arising in
connection with or relating to the Share Plan. The Group shall have the
right to apply any cash, securities, or other consideration otherwise
receivable by a Participant upon Settlement of any Award (or the
proceeds thereof) to any obligations of such Participant to his or her
Employer, or to any other entity that is part of the Group, arising in
connection with or relating to the Share Plan.
5.10 Distribution from Trust to Participants. At its unrestricted
discretion, the Group may (i) contribute property to any trust for the
benefit of employees of the Group and (ii) procure that the trustee of
any trust created for the benefit of employees then or formerly
employed by the Group transfers Registered Shares, dividends on
Registered Shares or Dividend Equivalents, or property becoming
receivable under an Award on a Change in Control Transaction, to a
Participant in satisfaction and discharge of that Participant's right
to receive such Registered Shares, dividends on Registered Shares or
Dividend Equivalents, or property becoming receivable on a Change in
Control Transaction, pursuant to one or more of his or her Awards. In
the event that the trustee of any such trust makes such a transfer of
such Registered Shares, payment of dividends on Registered Shares or
Dividend Equivalents, or property becoming receivable on a Change in
Control, then, to the extent of that transfer, the affected
Participant's claims to such Registered Shares, dividends on Registered
Shares or Dividend Equivalents, or property becoming receivable in a
Change in Control Transaction shall be fully and completely satisfied
and he or she shall have no outstanding claim thereto against the
Group. Any such transfer from such a trust shall be subject to any
withholding determined upon and made by the trustee or the applicable
Legal Entity Compensation Committee of or from any Registered Shares or
other property receivable by a Participant on such a transfer to enable
the trustee to pay any income or social security taxes arising in
respect of the Participant's entitlement to such Registered Shares or
other property.
5.11 Participants as Unsecured Creditors. The Group shall not establish any
separate or special fund or make any other segregation of assets to
assure the payment of amounts under the Share Plan, and rights to
payment with respect to Awards hereunder shall be no greater than those
of the Group's (including any Employer's) unsecured, general creditors.
5.12 Transfers upon Death/Beneficiary Designations. Each Participant under
the Share Plan may from time to time name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom
any Award under the Share Plan is to be transferred or by whom any
right under the Share Plan is to be exercised in case of such
Participant's death. Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by
the Group Compensation Committee or its designee and will be effective
only when filed by the Participant in writing with the Group
Compensation Committee or its designee during his or her lifetime. In
the absence of any such designation, Awards outstanding at the
Participant's death shall be transferred to the Participant's heirs or
estate by the laws of descent and distribution. Notwithstanding the
foregoing, no transfer by beneficiary designation or by will or the
laws of descent and distribution shall be effective to bind the Group
unless the Group shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Group
Compensation Committee or its designee may deem necessary to establish
the validity of the transfer and (b) an agreement by the transferee to
comply with all the terms and conditions of the Awards that are or
would have been applicable to the Participant and to be bound by the
acknowledgments made by the Participant in connection with the grant of
the Award. Thereafter, the term "Participant" as used in the Share Plan
shall be deemed to include a Participant's transferees pursuant to this
Section 5.12.
5.13 Effective Date. The Share Plan shall be effective as of January 1,
2001.
SECTION 6: DEFINITIONS
"Alternative Investment Award" has the meaning ascribed thereto in
Section 3.1(b).
"Alternative Investment Award Supplement" has the meaning ascribed
thereto in Section 3.1(b).
"Alternative Investment Factor" means a rate that is based on the
increase or decrease in the value of property designated by the Group
Compensation Committee or its designee.
"Award" has the meaning ascribed thereto in Section 1.4.
"Award Letter" has the meaning ascribed thereto in Section 5.8.
"Award Supplement" has the meaning ascribed thereto in Section 1.3(a).
"Business Unit" means each of the business units of the Group, namely,
the Credit Suisse Private Banking, Credit Suisse Asset Management,
Credit Suisse First Boston business units, the business units allocated
to the Credit Suisse Financial Services business area and the Group
Corporate Center, and any successors thereto and replacements thereof,
and each other business unit of the Group as may from time to time be
established.
"Business Unit Supplement" has the meaning ascribed thereto in Section
1.3(a).
"Cause" means, in the case of any Participant, such Participant's
willful misconduct or gross negligence in the performance of his or her
duties; the willful and continued failure or refusal of such
Participant to perform any duties reasonably requested in the course of
his or her employment (other than a failure resulting from his or her
Disability); fraud, dishonesty, or any other improper conduct that
causes, or has the potential to cause, harm to the Group, its business,
or its reputation, including, without limitation, violation by such
Participant of any policies of the Group applicable to him or her,
violation by such Participant of laws, rules, or regulations applicable
to such Participant, criminal activity, habitual drunkenness, or use of
illegal drugs; the engaging in by such Participant of a Competitive
Activity or a Soliciting Activity during his or her employment with the
Group; or a failure by such Participant to give notice of a resignation
as required by any applicable contract, agreement, or policy.
"Change in Control" shall mean, with respect to CSG:
(i) any Person (an "Acquiring Person") becomes the beneficial owner (as
such term is defined for purposes of Swiss law), directly or
indirectly, of securities of CSG representing more than 33-1/3% of the
combined voting power of CSG's then outstanding securities, other than
beneficial ownership by CSG, any employee benefit plan of CSG, or any
person or entity organized, appointed or established pursuant to the
terms of any such benefit plan;
(ii) the consummation of a merger or consolidation involving CSG or the
sale of substantially all of the assets of CSG to one or more
corporations, in any case other than with or to a corporation 50% or
more of which is controlled by, or is under common control with, CSG;
or
(iii) during any two-year period, individuals who at the date on which
the period commences constitute a majority of the Board of Directors of
CSG cease to constitute a majority thereof for any reason; provided,
however, that a director who was not a director at the beginning of
such period shall be deemed to have satisfied the two-year requirement
if such director was nominated or elected by, or on the recommendation
of, at least two-thirds of the directors who were directors at the
beginning of such period (either actually or by prior operation of this
provision), other than any director who is so approved in connection
with any actual or threatened contest for election to positions on the
Board of Directors.
"Compensation Award" has the meaning ascribed thereto in Section
3.2(a).
"Competitive Activity" shall mean, with respect to any Participant,
that such Participant (i) enters into any Affiliation (as hereinafter
defined) with any person, corporation, partnership, or other business
entity or enterprise pursuant to which such Participant engages in any
activities which, (x) with respect to a Participant whose employment
with the Group terminates prior to such Affiliation, are competitive
with or substantially similar to the principal business activities in
which such Participant engaged in at any time during the 12-month
period prior to the termination of the Participant's employment with
the Group or, (y) with respect to a Participant who is employed by the
Group at the time of such Affiliation, the applicable Legal Entity
Compensation Committee or Executive Board determines in good faith are
inconsistent with the best interests of the Group or which are in
violation of any policy of the Company regarding the engaging in of
competitive activities or (ii) directly or indirectly discloses any
secret, confidential, or proprietary information that belongs to or
concerns the Group or that such Participant learned by reason of his or
her association with the Group or directly or indirectly uses any such
information to the detriment of the Group or the applicable Business
Unit. For purposes of the foregoing, an "Affiliation" with any entity
or enterprise shall mean any direct or indirect interest in such entity
or enterprise, whether as an officer, director, employee, partner,
stockholder, sole proprietor, trustee, consultant, agent,
representative, broker, finder, promoter, or otherwise; provided,
however, that the acquisition of up to 5% for passive investment
purposes of any class of the outstanding equity, debt securities, or
other equity interests of any person, corporation, partnership, or
other business entity or enterprise shall not, in and of itself, be
construed as an affiliation with such person or entity or enterprise. A
Participant who is asked to certify that he or she is not engaging or
has not engaged in a Competitive Activity for purposes of this
definition and who fails to provide such certification shall be deemed
to be engaging or have engaged in a Competitive Activity. A Participant
may apply in writing to the Executive Board of the applicable Business
Unit for a determination as to whether an activity such Participant
proposes to engage in will constitute a "Competitive Activity" for
purposes of this definition and such Executive Board shall respond
within 14 days of receipt of such application.
"Corporate Change" has the meaning ascribed thereto in Section 5.1(a).
"CSG" has the meaning ascribed thereto in Section 1.1.
"Credit Suisse Group Swiss Share Plan" means the Credit Suisse Group
Swiss Share Plan as adopted by the Group Compensation Committee on
January 25, 2001.
"Disability" means, with respect to a Participant, a termination of
such Participant's employment as a consequence of being deemed disabled
under the employee benefit plans of the Group applicable to such
Participant.
"Dividend Equivalent" has the meaning ascribed thereto in Section 4.2.
"Early Retirement" means, with respect to any Participant who has not
yet reached the age of 60, the retirement of such Participant from
employment with the Group after the Participant has reached a minimum
age of 50 and a minimum length of service with the Group of ten years
or, in the case of a Participant who became employed by the Group at
age 50 or later, the retirement of such Participant from employment
with the Group after service of at least five years.
"Employee" means a Managing Director, Managing Director Senior Advisor,
Director, Member of Senior Management, Vice President, executive, or
any other key employee of the Group, in each case as designated by the
responsible Legal Entity Compensation Committee. Notwithstanding the
foregoing, the term "Employee" shall not include independent
contractors or any other persons who are not treated by the Group as
employees for purposes of withholding employment taxes, regardless of
any contrary governmental or judicial determination relating to such
employment status or tax withholding.
"Employer" means, in the case of any Employee and any Award, that
company that was the direct employer of such Employee, or the holding
company of such company, at the time of the grant of such Award (or
each such company) or such other company (or companies) as may be
designated as the Employer of any Employee or group of Employees by the
responsible Legal Entity Compensation Committee.
"Equity Awards" has the meaning ascribed thereto in Section 1.4.
"Group" has the meaning ascribed thereto in Section 1.1.
"Group Compensation Committee" has the meaning ascribed thereto in
Section 1.1.
"Incentive Performance Bonus" means an annual discretionary incentive
performance bonus awarded to an Employee.
"Legal Entity Compensation Committee" means, (i) in respect of the
Credit Suisse First Boston and Credit Suisse Asset Management Business
Units, the Compensation Committee of the Board of Directors of Credit
Suisse First Boston, a Swiss bank; (ii) in respect of the Credit Suisse
and Credit Suisse Private Banking Business Units, the Compensation
Committee of the Board of Directors of Credit Suisse, a Swiss bank;
(iii) in respect of the Group Corporate Center, the Group Compensation
Committee; and (iv) in respect of any other business unit of the Group
as may from time to time be established, such entity as may be
designated by the Group Compensation Committee.
"Longevity Premium Award" has the meaning ascribed thereto in Section
3.2(b).
"LTIP Award" has the meaning ascribed thereto in Section 1.4.
"LTIP Award Supplement" has the meaning ascribed thereto in Section
3.1(c).
"Master Plan Document" has the meaning ascribed thereto in Section
1.3(a).
"Normal Retirement" means, with respect to any Participant, the
retirement of such Participant from employment with the Group at age 60
or later.
"OGR" means, in the case of CSG or any Business Unit, the OGR
(Organizational Guidelines and Regulations), as well as any regulations
issued thereunder, applicable to CSG or such Business Unit, as the case
may be.
"Option" has the meaning ascribed thereto in Section 3.1(a).
"Option Supplement" has the meaning ascribed thereto in Section 3.1(a).
"Participant" means an Employee who holds an Award under the Share
Plan.
"Phantom Share" has the meaning ascribed hereto in Section 3.1(a).
"Registered Shares" has the meaning ascribed thereto in Section 1.4.
"Scheduled Settlement Date" has the meaning ascribed thereto in
Section 4.3(a).
"Securities Act" has the meaning ascribed thereto in Section 4.6(b).
"Settlement" means, (x) with respect to any Equity Award, (i) the lapse
of the restrictions set out in Section 4.7 on the transfer of such
Award in the case of an Award consisting of a Registered Share; (ii)
the Option becomes exercisable in the case of an Award consisting of an
Option; (iii) the conversion of such Award to an actual Registered
Share not subject to such transfer restrictions in the case of an Award
consisting of a Phantom Share; or (iv) such other event as results in
the holder of an Award holding or receiving or becoming entitled to
receive, in lieu of the Award, an actual Registered Share not subject
to such transfer restrictions, or cash, securities, or such other
consideration as may be provided in the applicable Business Unit
Supplement, Award Supplement, or other applicable supplement hereto,
and (y) with respect to any Alternative Investment Award or LTIP Award,
such event as results in the holder of such Award becoming entitled to
receive, in lieu of the Alternative Investment Award or LTIP Award,
cash, securities, or such other consideration as may be provided in the
applicable Business Unit Supplement, Award Supplement, or other
applicable supplement hereto or any Award Letter relating to such
Award.
"Settlement Conditions" means, with respect to any Award, that the
Participant who holds such Award does not engage in any Competitive
Activity or any Soliciting Activity.
"Share Compensation Table" means a table (or tables) adopted by the
Group Compensation Committee in respect of any Business Unit that
specifies the portion of total annual compensation of Participants who
are Employees of that Business Unit that is to be awarded as
Compensation Awards hereunder, as such table may from time to time be
amended.
"Share Plan" means the Amended and Restated Credit Suisse Group
International Share Plan, as set out in this Master Plan Document, as
from time to time amended, and as supplemented, in the case of any
Participant or Award, by the Business Unit Supplement, Award
Supplement, or other supplement hereto applicable to that Participant
or Award.
"Soliciting Activity" shall mean, with respect to any Participant that
such Participant solicits, endeavors to entice away from the Group, or
otherwise interferes with the relationship of the Group with any person
who was associated with the Group as an employee, consultant, or
independent contractor or as a customer or client at any time during
the 12-month period preceding such solicitation or interference. A
Participant who is asked to certify that he or she is not engaging or
has not engaged in a Soliciting Activity for purposes of this
definition and who fails to provide such certification shall be deemed
to be engaging or have engaged in a Soliciting Activity. A Participant
may apply, in writing, to the Executive Board of the applicable
Business Unit for a determination as to whether an activity such
Participant proposes to engage in will constitute a "Soliciting
Activity" for purposes of this definition and such Executive Board
shall respond within 14 days of receipt of such application.
"Special Award" has the meaning ascribed thereto in Section 3.2(c).
"Transaction Consideration" has the meaning ascribed thereto in
Section 5.2(a).
AMENDED AND RESTATED
CREDIT SUISSE GROUP
INTERNATIONAL SHARE PLAN
ALTERNATIVE INVESTMENT AWARD SUPPLEMENT TO THE
MASTER PLAN DOCUMENT
SECTION 1: INTRODUCTION
1.1 Purposes. The Master Plan Document (the "Master Plan Document")
relating to the Amended and Restated Credit Suisse Group International
Share Plan (the "Share Plan") adopted by the Compensation Committee of
the Board of Directors (the "Group Compensation Committee") of Credit
Suisse Group provides, in Section 1.3 thereof, for the adoption of such
Award Supplements to the Master Plan Document setting forth terms and
conditions applicable to particular forms of Awards that are in
addition to or different from the general terms set out in, but not
inconsistent with the intent of, or (except as expressly approved by
the Group Compensation Committee) more favorable to Participants than,
the Master Plan Document. The Share Plan provides certain eligible
Employees with the right to elect, pursuant to Section 3.2(a)(ii) of
the Master Plan Document, to receive a portion of their Awards in the
form of Alternative Investment Awards. This Alternative Investment
Award Supplement to the Share Plan (the "Alternative Investment Award
Supplement") sets forth the terms and conditions applicable to Awards
that are granted pursuant to the Share Plan in the form of Alternative
Investment Awards. This Alternative Investment Award Supplement has
been adopted by the Group Compensation Committee as of January 25,
2001.
1.2 Definitions. Terms are used herein with the meanings ascribed to them
in the Master Plan Document unless otherwise defined herein.
SECTION 2: ACCOUNTS
2.1 Establishment of Accounts. For each year during the term of the Share
Plan, the responsible Legal Entity Compensation Committee or its
designee (the "Committee") shall establish an account (the "Account")
on its books for each eligible Participant who has elected to receive a
portion of the Compensation Awards awardable to him or her for such
year in the form of Alternative Investment Awards. Each such
Participant's Account shall initially be credited with an amount equal
to the amount of such Compensation Awards such Participant elects to
receive in the form of Alternative Investment Awards.
2.2 Alternative Investment Factors.
(a) The Committee shall from time to time select indices
("Alternative Investment Factors") by which Participants to whom
Alternative Investment Awards have been granted may elect to have
a notional return to their Accounts computed, and shall notify
such Participants of such indices. The balance of each
Participant's Account shall be adjusted not less frequently than
annually to reflect such notional return (whether positive or
negative) based on the performance of the Alternative Investment
Factors so selected by the Participant.
(b) The Committee may from time to time, in its sole discretion,
change the composition or weighting of the components of an
Alternative Investment Factor or discontinue one or more
Alternative Investment Factors and nothing in the Share Plan or
in this Alternative Investment Award Supplement shall be
construed to confer on a Participant the right to continue to
have any particular Alternative Investment Factor available for
purposes of measuring the value of his or her Account.
2.3 Procedures.
(a) The Committee from time to time shall establish administrative
rules regarding Alternative Investment Factors including, without
limitation, rules as to manner in which Participants shall select
Alternative Investment Factors and the number of Alternative
Investment Factors that may be made available to each
Participant. A Participant holding Alternative Investment Awards
shall be entitled to elect the portions of his or her Account
that shall be deemed allocated to specific Alternative Investment
Factors at least once a year. All such elections shall be made by
delivery of written elections in a form to be established by the
Committee and supplied to the Participant.
(b) In the event a Participant ceases to designate an Alternative
Investment Factor in accordance with the procedures specified by
the Committee, the Participant's Account shall be deemed
allocated to a money market fund or similar fund designated by
the Committee until such time as the Participant designates an
Alternative Investment Factor in accordance with the applicable
procedures.
(c) In the event an Alternative Investment Factor ceases to be
available for any reason, the portion of each Participant's
Account previously deemed allocated to such Alternative
Investment Factor shall be deemed allocated to a money market
fund designated by the Committee during the period beginning with
the date the relevant Alternative Investment Factor ceased to be
available and ending with the last day of the fiscal quarter in
which such date occurred (or, if later, 60 days following such
date) after which time the Participant may elect to have such
portion of the Account allocated to other Alternative Investment
Factors.
2.4 Account Statements. Not less frequently than annually, the Committee
shall furnish each Eligible Participant with a statement setting forth
the fair market value of such Participant's Alternative Investment
Award. The value reflected on such statement will be based on the best
information available to such Committee as of the date of such
statement.
SECTION 3: SETTLEMENT OF ALTERNATIVE INVESTMENT AWARDS
3.1 Settlement. Settlement of Alternative Investment Awards shall take
place on such dates as are set forth in the Share Plan for the
Settlement of Awards or in an Award Letter relating to such Awards..
3.2 Consideration upon Settlement of an Alternative Investment Award.
Alternative Investment Awards shall be settled in cash, securities, or
such other property as the Committee may determine.
3.3 Contractual Obligation. The obligations of a Participant's Employer to
make payments hereunder shall be contractual only and all such payments
shall be made from the general assets of such Employer. Each
Participant and any other person or person having or claiming a right
to payments hereunder shall rely solely on the unsecured promise of the
Employer, and nothing herein shall be construed to give a Participant
or any other person or persons any right, title, interest or claim in
or to any specific asset, fund, reserve, account or property of any
kind whatsoever owned by the Employer or in which it may have any
right, title, interest now or in the future, including, without
limitation, any investments that may be made by the Employer of any
subsidiary thereof to hedge the obligations of such Employer hereunder
(whether or not corresponding to any Alternative Investment Factors
used as indices hereunder).
AMENDED AND RESTATED
CREDIT SUISSE GROUP
INTERNATIONAL SHARE PLAN
OPTION SUPPLEMENT TO THE
MASTER PLAN DOCUMENT
SECTION 1: INTRODUCTION
1.1 Purpose. The Master Plan Document relating to the Credit Suisse Group
International Share Plan (the "Share Plan") adopted by the Compensation
Committee of the Board of Directors (the "Group Compensation
Committee") of Credit Suisse Group ("CSG") provides, in Section 1.3
thereof, for the adoption of such Award Supplements to the Master Plan
Document as the Group Compensation Committee may determine are
necessary to set forth terms and conditions applicable to particular
forms of Awards that are in addition to or different from the general
terms set out in, but not inconsistent with the intent of, or (except
as expressly approved by the Group Compensation Committee) more
favorable to Participants than, the Master Plan Document. The Share
Plan provides for the grant to key employees of the Corporation of
Awards that may, in certain instances, consist of options to purchase
Registered Shares ("Options"). This Option Supplement (the "Option
Supplement") to the Master Plan Document sets forth certain terms and
conditions applicable to Awards that are granted pursuant to the Share
Plan in the form of Options. This Option Supplement has been adopted by
the Group Compensation Committee as of January 25, 2001. In the event
of any inconsistencies between the specific terms set forth herein
applicable to Options and the terms set forth in the Master Plan
Document, the terms set forth herein shall govern, unless the Group
Compensation Committee determines otherwise.
1.2 Definitions. Terms are used herein with the meanings ascribed to them
in the Master Plan Document unless otherwise defined herein.
SECTION 2: TERMS OF OPTIONS
2.1 Identification of Options; Limitation on Option Grants. All Awards
granted to Participants in the form of Options shall be clearly
identified in the Award Letter as options that are not intended to
qualify as "incentive stock options" within the meaning of Section 422
of the U.S. Internal Revenue Code of 1986, as amended (the "Code").
Notwithstanding anything to the contrary in the Master Plan Document,
the maximum number of Registered Shares with respect to which Option
grants may be made under the Share Plan in any calendar year to any
Participant shall not exceed 300,000 Registered Shares, in the
aggregate, as the same may be adjusted pursuant to the provisions of
Section 3 hereof.
2.2 Exercise Price. The exercise price of any Option shall be such price as
the applicable Legal Entity Compensation Committee shall determine on
the date on which the Award to which such Option corresponds is
granted; provided, that such price may not be less than the minimum
price required by law.
2.3 Term and Exercise of Options.
(a) Each Option shall be exercisable on such date or dates, during
such period and for such number of Registered Shares as set forth
in paragraph (b) of this Section 2.3 and as shall be determined
by the applicable Legal Entity Compensation Committee on the day
on which such Option is granted and set forth in the Award Letter
that relates to such Option; provided, however, that except as
expressly set forth herein, no Option shall be exercisable by a
Participant prior to the second anniversary of the date of grant
of such Option. In addition, no Option shall be exercisable after
the expiration of ten years from the date on which such Option
was granted. Notwithstanding the foregoing, each Option shall be
subject to earlier termination, expiration, or cancellation upon
the termination, expiration, or cancellation of such Option, as
provided in the Share Plan or in the Award Letter that relates to
such Option, and as provided in paragraph (g) of this Section
2.3. In the event that Settlement of an Option does not take
place pursuant to the provisions of the Share Plan or this Option
Supplement, such Option shall terminate. "Settlement" means, as
to any Option, that such Option becomes exercisable.
(b) Scheduled Settlement of Options. In the event a Participant
remains continuously employed by the Group through the second
anniversary of the date of grant of any Compensation Awards for
any year consisting of Options, Settlement of such Awards shall
occur on such second anniversary (the "Scheduled Settlement Date"
for such Options), or on such later date as is set forth in a
Participant's Award Letter
(c) Settlement of Options Following Early Termination of Employment.
In the event of the termination of a Participant's employment
prior to the Scheduled Settlement Date of Options granted for any
year, Settlement of such Options shall take place if and to the
extent provided below. For these purposes and purposes of Section
2.3(h) below, a "Notice of Breach" is a written notice delivered
to a Participant informing him or her that the Company has
determined in good faith that he or she has breached a Settlement
Condition.
(i) Termination of Employment as a Consequence of Death,
Disability, Normal Retirement, or a Termination of Employment by
the Group without Cause. If such termination of employment occurs
as a consequence of the Participant's death, Disability, or
Normal Retirement or consists of a termination of employment by
the Group without Cause, Settlement of all Options held by such
Participant shall take place as of the date of such termination
of employment.
(ii) Termination of Employment as a Consequence of Resignation
(including Early Retirement).
(x) If such termination of employment occurs as a
consequence of the Participant's resignation (including Early
Retirement) occurring less than one year after the grant of
Options for any year, Settlement of 25% of such Options held by
such Participant shall place on the second anniversary of the
date of grant thereof or on such earlier date on which the
Participant receives a Notice of Breach; Settlement of an
additional 25% of such Options held by such Participant shall
take place on such second anniversary or on such earlier date on
which the Participant receives a Notice of Breach provided that
the Participant continuously complied with the Settlement
Conditions through the first anniversary of the grant of such
Options; and Settlement of the final 50% of such Options held by
such Participant shall take place on such second anniversary
provided that the Participant continuously complied with the
Settlement Conditions through the second anniversary of the grant
of such Options. Except as expressly provided above, no
Settlement of such Options shall take place at any time.
(y) If such termination of employment occurs as a
consequence of the Participant's resignation (including Early
Retirement) occurring one year or more but less than two years
after the grant of Option for any year, Settlement of 50% of such
Options held by such Participant shall place on the second
anniversary of the date of grant thereof or on such earlier date
on which the Participant receives a Notice of Breach and
Settlement of the remaining 50% of such Option shall take place
on such second anniversary provided that the Participant
continuously complied with the Settlement Conditions through the
second anniversary of the grant of such Options. Except as
expressly provided above, no Settlement of such Options shall
take place at any time.
(iii) Termination of Employment with Cause. If such termination
of employment consists of a termination by the Group with Cause,
or, anything else herein to the contrary notwithstanding, if the
Executive Board of the applicable Business Unit determines that
at any time prior to the termination of a Participant's
employment such Participant engaged in conduct that would have
been grounds for terminating his or her employment for Cause,
Settlement of such Participant's Compensation Awards consisting
of Options shall take place if and to the extent provided below.
(w) If such termination of employment for Cause occurs (or
is deemed to have occurred) less than one year after the grant of
Options for any year, Settlement of 25% of such Options held by
such Participant shall take place on the date of termination of
employment. No Settlement of the remaining 75% of such Options
shall take place at any time.
(x) If such termination of employment for Cause occurs (or
is deemed to have occurred) one year or more but less than two
years after the grant of Options for any year, Settlement of 50%
of such Options held by such Participant shall take place on the
date of termination of employment. No Settlement of the remaining
50% of such Options shall take place at any time.
For these purposes, (x) in the event that the Executive Board of
the applicable Business Unit determines that at any time prior to
the termination of employment a Participant engaged in conduct
that would have been grounds for terminating his or her
employment for Cause, such Participant's employment shall be
deemed to have been terminated with Cause effective as of the
date on which the events giving rise to "Cause" first occurred,
and (y) in the event that any Participant who terminates his or
her employment with the Group does not provide the Group with the
period of notice of such termination required by any employment
contract, agreement, arrangement, or other policy applicable to
such Participant, such Participant's employment shall, anything
else herein to the contrary notwithstanding, be deemed to have
been terminated with Cause effective as of the date on which such
Participant terminated his or her employment.
(d) The exercise of less than all of the Options held by a
Participant shall not cause the expiration, termination, or
cancellation of the remaining Options held by such Participant.
(e) An Option shall be exercised by delivering notice in the form
prescribed by CSG to CSG or to any person designated by CSG no
less than three business days in advance of the effective date of
the proposed exercise. Such notice shall specify the number of
Registered Shares with respect to which the Option is being
exercised and the effective date of the proposed exercise and
shall be signed by the Participant. Payment for Registered Shares
purchased upon the exercise of an Option shall be made not later
than the effective date of such exercise by any method approved
by the Group Compensation Committee from time to time.
(f) Registered Shares transferred to a Participant upon the exercise
of an Option have not been and may not be registered under the
United States Securities Act of 1933, as amended (the "Securities
Act"), and, if not so registered, may not be resold, offered for
resale, or otherwise transferred unless such resale or other
transfer takes place (i) outside the United States in an offshore
transaction in accordance with Rule 904 of Regulation S under the
Securities Act, (ii) pursuant to an exemption from registration
provided by Rule 144 under the Securities Act (if applicable),
(iii) with an opinion of counsel satisfactory to the Corporation
that such transfer may otherwise properly be made without
registration under the Securities Act, or (iv) pursuant to an
effective registration statement under the Securities Act, in
each case in accordance with any applicable securities laws of
any state of the United States. Notwithstanding anything herein
to the contrary, no Registered Shares shall be issued or
delivered to any Participant pursuant to the exercise of an
Option if CSG determines in good faith that the issuance or
delivery of such Registered Shares would violate applicable law
or the rules or regulations of any exchange on which Registered
Shares are traded.
(g) Except as expressly provided in this Section 2.3(g), during the
lifetime of a Participant, each Option granted to him or her
shall be exercisable only by him or her. No Option shall be
assignable or transferable otherwise than by will or by the laws
of descent and distribution, unless otherwise provided in a
Participant's Award Letter. Notwithstanding the foregoing, a
Participant may assign or transfer his or her rights with respect
to any or all of the Options owned by such Participant to a
trust, limited liability company, or partnership of which all of
the beneficiaries, members, or partners are the transferring
Participant or his or her immediate family, subject to compliance
with all applicable tax, securities, and other laws and to
approval by the Employer of such Participant of the documentation
effecting the transfer (which approval shall not be unreasonably
withheld); provided that no Option shall be assignable or
transferable unless and until any proposed transferee has agreed
in writing to be bound by the terms of the Share Plan (including
without limitation the Master Plan Document and this Option
Supplement) and any additional terms and conditions set forth in
a Participant's Award Letter as if such transferee had been an
original signatory thereto and provided, further that the Group
may prohibit any such assignment or transfer if it shall
determine (based on the advice of counsel) that the assignment or
transfer is likely to result in the occurrence of a taxable event
in respect of any Option.
(h) In the event that, at any time after the termination of the
employment of a Participant as a result of resignation (including
Early Retirement) such Participant receives a Notice of Breach
(as defined in Section 2.3(c)), each outstanding Option held by
such Participant shall, anything else in the Share Plan to the
contrary notwithstanding, and regardless of whether or not
Settlement of such Option has occurred, terminate and be
cancelled 30 days after the Participant receives such Notice of
Breach. Upon the termination of the employment of a Participant
by the Group for Cause, each outstanding Option held by such
Participant shall, anything else in the Share Plan to the
contrary notwithstanding, and regardless of whether or not
Settlement of such Option has occurred, automatically terminate
and be cancelled 30 days after the effective date of such
termination of employment.
SECTION 3: ADJUSTMENTS
3. Adjustments. Notwithstanding anything to the contrary in the Master
Plan Document, the Group Compensation Committee shall be authorized to
take the following actions with respect to outstanding Options.
(a) Outstanding Options - Increase or Decrease in Issued
Registered Shares Without Consideration. In the event of any
increase or decrease in the number of issued Registered Shares
resulting from a subdivision or consolidation of Registered
Shares or the payment of a stock dividend (but only on
Registered Shares), or any other increase or decrease in the
number of such shares effected without receipt of
consideration by the Corporation, the Group Compensation
Committee in its discretion shall proportionally adjust the
number of Registered Shares subject to each outstanding
Option, and the exercise price per Registered Share of each
such Option if and to the extent it deems appropriate.
(b) Outstanding Options - Certain Mergers. In the event of a
merger or consolidation involving CSG as a result of which
shareholders of CSG immediately prior to such transaction
receive only securities of the surviving entity in such
transaction, each Option outstanding on the date of such
merger or consolidation shall pertain to and apply to the
securities which a holder of the number of Registered Shares
subject to such Option would have received in such merger or
consolidation.
(c) Outstanding Options - Certain Other Transactions. In the event
of (1) a dissolution or liquidation of CSG, (2) a sale of all
or substantially all of CSG's assets, or (3) a merger or
consolidation involving CSG in which the shareholders of CSG
immediately prior to such transaction receive securities of an
entity other than the surviving entity in such transaction
and/or other property, including cash, the Group Compensation
Committee shall have the power to:
(i) cancel, effective immediately prior to the occurrence of
such event, each Option outstanding immediately prior to such
event (whether or not then exercisable and regardless of
whether the Value (as defined below) of a Registered Share
subject to such Option is less than, equal to or greater than
the exercise price per Registered Share subject to the
Option), and, in full consideration of such cancellation, pay
to the Participant to whom such Option was granted an amount
in cash (which may be zero), for Registered Shares subject to
such Option equal to the excess, if any, of (A) the value, as
determined by the Group Compensation Committee, of the
property (including cash) received by the holder of a
Registered Share as a result of such event over (B) the
exercise price of such Option;
(ii) provide for the exchange of each Option outstanding
immediately prior to such event (whether or not then
exercisable) for an option on or stock appreciation right with
respect to, as determined by the Group Compensation Committee,
some or all of the property for which Registered Shares are
exchanged in such event and, incident thereto, make an
equitable adjustment as determined by the Group Compensation
Committee in the exercise price of the option or stock
appreciation right, or the number of shares or amount of
property subject to the option or stock appreciation right or,
if the Group Compensation Committee so determines, provide for
a cash payment to the Participant to whom such Option was
granted in partial consideration for the exchange of the
Option; or
(iii) take similar action with similar effect as it may deem
appropriate.
For purposes of this Option Supplement, "Value" means, for any
date on or as of which the value of Registered Shares is to be
determined (any such date, a "Valuation Date"), the average,
for the ten trading days up to and including such Valuation
Date, of the closing sale price of Registered Shares, on a
spot basis, on each such day or, if no such closing sale takes
place on any such day, the average of the closing bid and
asked prices thereof on such day, in each case as officially
reported on the Swiss Exchange
(d) Other Changes. In the event of any change in the
capitalization of CSG or an organizational change other than
those specifically referred to herein, the Group Compensation
Committee may make such adjustments in the number and class of
shares subject to Options outstanding on the date on which
such change occurs and in the per-share exercise price of each
such Option as the Group Compensation Committee may consider
appropriate to prevent dilution or enlargement of rights.
(e) No Other Rights. Except as expressly provided herein, no
Participant shall have any rights by reason of any subdivision
or consolidation of shares of stock of any class, the payment
of any dividend, any increase or decrease in the number of
shares of stock of any class or any dissolution, liquidation,
merger or consolidation of CSG or any other entity. Except as
expressly provided herein, no issuance by CSG of shares of
stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number of
Registered Shares subject to an Option or the exercise price
of any Option.
(f) Termination of Options. In the event that the Group Compensation
Committee determines in good faith that allowing Options to
remain outstanding would be inconsistent with the material
interests of CSG, the Group Compensation Committee shall have the
right to terminate all outstanding Options. Upon any such
termination, CSG shall notify each affected Participant and shall
either permit any such affected Participant to exercise his or
her Options within thirty days of notification of such
termination or pay the affected Participant a cash payment, with
respect to each outstanding Option held by such Participant,
equal to the product of (A) the excess, if any, of (i) the Value
of a Registered Share on the date of termination of the Option
over (ii) the exercise price per share of such Option multiplied
by (B) the number of shares subject to such Option.
AMENDED AND RESTATED
CREDIT SUISSE GROUP
INTERNATIONAL SHARE PLAN
CREDIT SUISSE FIRST BOSTON BUSINESS UNIT SUPPLEMENT
TO THE MASTER PLAN DOCUMENT
SECTION 1: INTRODUCTION
1.1 Purpose. The Master Plan Document (the "Master Plan Document") relating
to the Amended and Restated Credit Suisse Group International Share
Plan (the "Share Plan") adopted by the Compensation Committee of the
Board of Directors (the "Group Compensation Committee") of Credit
Suisse Group ("CSG") provides, in Section 1.3 thereof, for the adoption
of Business Unit Supplements to the Master Plan Document setting forth
terms of the Share Plan applicable to Participants or groups of
Participants who are Employees of companies in a particular Business
Unit that are in addition to or different from the terms set out in,
but not inconsistent with the intent of, or (except as expressly
approved by the Group Compensation Committee) more favorable to
Participants than, the Master Plan Document. This document is a Credit
Suisse First Boston Business Unit Supplement to the Master Plan
Document setting forth terms of the Share Plan that (i) are applicable
to Employees of companies in the Credit Suisse First Boston Business
Unit and (ii) are in addition to or different from the terms set out
in, but not inconsistent with the intent of, the Master Plan Document.
1.2 Definitions. Terms are used herein with the meanings ascribed to them
in the Master Plan Document unless otherwise defined herein.
1.3 Adoption; Covered Awards. This Credit Suisse First Boston Business Unit
Supplement was approved by the Group Compensation Committee on January
25, 2001. The terms and conditions set forth in this Credit Suisse
First Boston Business Unit Supplement shall only apply to Awards
granted pursuant to the Credit Suisse Group International Share Plan on
or after January 1, 2001 (including, without limitation, Longevity
Premium Awards and Compensation Awards granted in calendar year 2001
with respect to calendar year 2000). All Awards granted prior to
January 1, 2001 shall continue to be governed by the Credit Suisse
First Boston Business Unit Supplement approved by the Group
Compensation Committee on February 18, 2000.
SECTION 2: SHARE COMPENSATION TABLE
2.1 Business Unit Share Compensation Table. The Share Compensation Table
for the Credit Suisse First Boston Business Unit, as adopted by the
Group Compensation Committee, is attached as Appendix A hereto.
SECTION 3: PARTICIPATION BY employees
3.1 Mandatory Awards. Each year during the term of the Share Plan,
Employers in the Credit Suisse First Boston Business Unit may award a
portion of the total compensation of their Employees other than Vice
Presidents designated in accordance with the Master Plan Document by
way of the grant of Compensation Awards to such Employees in accordance
with Section 3.2(a)(i) of the Master Plan Document.
3.2 Elective Awards. Each year during the term of the Share Plan, Employers
in the Credit Suisse First Boston Business Unit may permit eligible
Employees who are Vice Presidents to elect to receive a percentage (as
determined by senior management of the applicable Business Unit) of
their prospective Incentive Performance Bonuses for such year in the
form of Compensation Awards in accordance with Section 3.2(a)(ii) of
the Master Plan Document, subject to such terms and conditions as the
Employer may specify.
SECTION 4: LONGEVITY PREMIUM AWARDS
4.1 Grant of Longevity Premium Awards. At the time Employers in the Credit
Suisse First Boston Business Unit grant Compensation Awards, they may
also grant Longevity Premium Awards to Employees designated by the
Group Compensation Committee, in consideration for their performance of
services in the future. The number of such Longevity Premium Awards
granted to any Employee at any time shall be determined by the Group
Compensation Committee and to equal, except as otherwise determined by
the Group Compensation Committee, not more than 25% of the number of
Compensation Awards granted to such Employee at such time. All
Longevity Premium Awards shall take the form of Equity Awards (but
shall not consist of Options).
SECTION 5: OPTIONS
5.1 Grant of Options. A portion of Compensation Awards granted for any year
to Employees of companies in the Credit Suisse First Boston who are at
or above a designated level shall be awarded in the form of Options.
Such portion, the level of Employees who are eligible to receive
Options, and the method of valuing Options for this purpose shall be
determined by the Group Compensation Committee and notified to eligible
Employees.
SECTION 6: ALTERNATIVE INVESTMENT AWARDS
6.1 Alternative Investment Award Election. Each year during the term of the
Share Plan, Employers in the Credit Suisse First Boston Business Unit
may permit eligible Employees above the level of Vice President to
elect to receive a portion of their prospective Compensation Awards for
such year in the form of Alternative Investment Awards in accordance
with Section 3.2(a)(iii) of the Master Plan Document, subject to such
terms and conditions as the Employer may specify. Such portion and the
level of Employees who are eligible to elect to receive Alternative
Investment Awards shall be determined by the Group Compensation
Committee and notified to eligible Employees.
SECTION 7: MODIFICATIONS TO MASTER PLAN DOCUMENT
7.1 Modifications to Master Plan Document. Insofar as the Share Plan
applies to Participants who are Employees of companies in the Credit
Suisse First Boston Business Unit:
(a) With respect to any such Participant, the term "Early Retirement"
shall have the following meaning for purposes of Section 4.3 of
the Master Plan Document instead of the meaning set out in
Section 6 of the Master Plan Document:
(i) The retirement of such a Participant who is a Managing
Director Senior Advisor after one year of service in such
capacity; or
(ii) The retirement of such a Participant from employment with
the Group after he or she has reached a combined age and
length of service of at least 60 and a minimum length of
service of ten years ("Rule of 60"); or
(iii) In the case of a Participant who joined the Group at age 50
or later, the retirement of such Participant from employment
with the Group after a minimum length of service of five
years;
provided, however, that, a Participant who seeks to take Early
Retirement pursuant to the Rule of 60 or clause (iii) above shall
be required to give prior notice of at least 12 months of his or
her intention to take Early Retirement and shall be required
during that period of 12 months to continue to perform in
accordance with normal standards, as determined in good faith by
senior management of the Credit Suisse First Boston Business
Unit, and provided further that, if such requirements are not
met, any termination of the Participant's employment shall be
deemed to have occurred as a result of his or her resignation
rather than retirement (unless such termination was by the Group
with or without Cause or by reason of death or Disability, in
which case such termination shall be deemed to have occurred for
such reason).
In computing the length of service of a Participant who was
previously employed by the Group, left, and then was re-employed
by a company in the Credit Suisse First Boston Business Unit,
credit shall be given for the prior service if, but only if,
following the break in service the Participant has remained an
employee for at least three years.
Any of the requirements required to be met to establish
eligibility for Early Retirement may, in the case of any
Participant, be waived by the Group Compensation Committee or
such person to whom the Group Compensation Committee may have
delegated its authority.
(b) Each such Participant shall be required to open, and by accepting
Awards shall be deemed to agree that he or she shall open, as a
condition to the Settlement of any of such Awards for
unrestricted Registered Shares (including Registered Shares
deliverable upon the exercise of Options), an account to which
such Registered Shares shall be credited, such account to be
opened at such entity that is part of the Group as the Group may
specify.
SECTION 8: Consent to Jurisdiction
8.1 Consent to Jurisdiction. Each Participant shall irrevocably submit to
the jurisdiction of any New York State or Federal court sitting in the
City of New York in any action or proceeding for equitable relief
arising out of any breach of the terms of any Award as reflected in the
Share Plan or any Award Letter or to enforce the provisions of Section
8.2 below or to enforce any arbitration award. All claims in respect of
any such action or proceeding shall be heard and determined, to the
extent permitted by law, in such Federal court, or, if not so
permitted, in such New York State court. By accepting Awards each
Participant shall irrevocably waive, to the fullest extent he or she
may effectively do so, the defense of an inconvenient forum to the
maintenance of any such action or proceeding.
8.2 Appointment of Agent. Each Participant shall irrevocably appoint Credit
Suisse First Boston Corporation, currently located at Eleven Madison
Avenue, New York, NY 10010-3629, as his or her agent to receive, on
behalf of the Participant and the Participant's property, service of
copies of the summons and complaint and any other process which may be
served in any such action or proceeding referred to herein.
Simultaneously with the service of process referred to in the preceding
sentence, the Group shall mail a copy of any such service express mail
to the Participant. Such service may be made by mailing or delivering a
copy of such process, addressed to the Participant in care of the
aforementioned at the address set forth herein, and the Participant
shall authorize and direct said agent to accept such service on his or
her behalf. As an alternative method of service, each Participant shall
consent to the service of any and all process in any such action or
proceeding in such New York State or Federal courts sitting in the City
of New York by the mailing of copies of such process to the Participant
at his or her address set forth on the books and records of the
Participant. A final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the
judgment or any other manner provided by law.
8.3 Preservation of Rights. Nothing herein shall affect the right of the
Group, or the agent referred to herein, to serve process in any other
manner permitted by law or affect the right of the Group to bring any
action or proceeding described in this Section 8 against any
Participant or any Participant's property in the courts of any other
jurisdiction.
8.4 No General Consent. The foregoing consent to jurisdiction and
appointment of agent to receive service of process shall not constitute
general consent to service of process in the State of New York and
shall have no effect for any purpose except as provided above and shall
not be deemed to confer rights on any person other than each
Participant and the Group.
SECTION 9: Arbitration
9.1 Participants Subject to Dispute Resolution Programs. With respect to
each Participant who is, or was immediately prior to termination of
employment, subject to an employment dispute resolution program, any
dispute relating to the Share Plan or an Award Letter arising between
such Participant and the Group shall be resolved and finally settled
pursuant to such dispute resolution program.
9.2 Participants Not Subject to Dispute Resolution Programs. With respect
to each Participant not referred to in Section 9.1 above, any dispute
or proceeding relating to the Share Plan or an Award Letter arising
between such Participant and the Group shall be finally settled
according to the arbitration rules of the United Nations Commission on
International Trade Law ("UNCITRAL"), except as otherwise provided in
this Section 9.2. The arbitration proceeding, including the rendering
of an award, shall take place in London, United Kingdom, and the
language of such proceeding (including written submissions by the
parties) shall be English. Any provision of the English Arbitration Act
or any other law that would permit or require the parties to the
arbitration proceeding to take action with respect to such proceeding
in any United Kingdom court shall not apply.
9.3 Notice of Arbitration; Appointment of Tribunal. In the event of any
such dispute referred to in Section 9.2, the party seeking relief shall
give written notice of its intention to seek resolution of such dispute
to the other party. The arbitral tribunal shall be appointed within 30
days of the notice of dispute, and shall consist of three arbitrators,
one of which shall be appointed by the Group, one by the Participant,
and the third by the Group and the Participant, jointly; provided,
however, that, if the Group and the Participant shall be unable to
select the third arbitrator within such 30-day period, such third
arbitrator shall be chosen by the London Court of International
Arbitration (the "LCIA"), as soon as practicable following notice to
the LCIA by the parties of their inability to choose such third
arbitrator.
9.4 Decisions of Arbitral Tribunal. Decisions of such arbitral tribunal
shall be in accordance with the laws of the State of New York
(excluding the conflicts of law rules which require the application of
any other law) and not on the basis of the principle of ex aequo et
bono. Such decisions shall be rendered within 12 months of the
commencement of the arbitration; however, nothing contained herein
shall deprive the arbitral tribunal of jurisdiction in the event that
the tribunal does not render an award within the time specified. Such
arbitral tribunal shall state the reasons for its award. The award of
such arbitral tribunal shall be final (except as otherwise provided by
the laws of the State of New York and the federal laws of the United
States, to the extent applicable). Judgment upon such award may be
entered by the prevailing party in any state or federal court sitting
in the City of New York or any other court having jurisdiction thereof,
or application may be made by such party to any such court for judicial
acceptance of such award and an order of enforcement.
9.5 Application of Decision. No proceeding pursuant to this Section 9 shall
be binding upon or in any way affect the interests of any party other
than the Group or a Participant with respect to such proceeding. The
provisions of this Section 9 shall not be interpreted to preclude the
right of the Group to obtain equitable relief to enforce its rights
under the Share Plan or any Award as reflected in the relevant Award
Letter in any court of competent jurisdiction, and the request for
equitable relief shall be in support of, and not in lieu of, the
requirements of this Section 9 and the Group shall not be deemed to
have waived any of its rights under this Section 9 by seeking such
equitable relief.
9.6 Fees and Expenses. The costs for any proceeding described in Section
9.2 shall be shared equally by the parties unless the arbitral tribunal
determines it more equitable to otherwise allocate such costs, provided
each party shall pay the fees and expenses of its own counsel,
accountants, agents, and representatives.
SECTION 10: Compliance with U.S. FEDERAL SECURITIES laws
10.1 Representations. Each Participant in the Plan will be deemed to
represent and warrant that: (a) any Awards or Registered Shares
acquired or received pursuant to the Share Plan are being acquired for
the Participant's own account, for investment purposes only and not
with a view to or in connection with any distribution, reoffer, resale,
public offering, or other disposition thereof not in compliance with
the United States Securities Act of 1933 and the rules and regulations
thereunder or any other applicable United States federal or state
securities laws or regulations or any other non-U.S. or local law or
regulation; (b) the Participant has had access to all of the
information with respect to the Group and the Registered Shares that
such Participant deems necessary to make a complete evaluation thereof,
including a copy of both the Master Plan Document and the Credit Suisse
First Boston Business Unit Supplement, and the Participant has had the
opportunity to question the Group concerning such information; (c) in
the case of each Participant who makes an election to receive Awards,
the Participant`s decision to acquire such Awards and Registered Shares
for investment has been based solely upon the evaluation made by such
Participant and not on any representations or statements made by CSG,
any of its affiliates or any employee or agent thereof, and (d) the
Participant is aware that the Registered Shares are not traded on any
securities exchange in the United States and there is no market for the
Registered Shares in the United States.
Appendix A
CREDIT SUISSE FIRST BOSTON
Share Compensation Table(1)(1)
$ Deferred $ Effective % Effective
Bonus(2) % Deferred at Top(2) Deferral(2) Deferral
- --------------------------------------------------------------------------------
MDR & DIR MDR & DIR MDR & DIR MDR & DIR
--------- --------- --------- ---------
$0-250 10.0% $25.00 $25.00 10.0%
251-500 20.0% $50.00 $75.00 15.0%
501-750 22.5% $56.25 $131.25 17.5%
751-1000 25.0% $62.50 $193.75 19.4%
1001-2000 27.5% $275.00 $468.75 23.4%
2001-3000 30.0% $300.00 $768.75 25.6%
3001-4000 32.5% $325.00 $1,093.75 27.3%
4001-5000 35.0% $350.00 $1,443.75 28.9%
5001-6000 37.5% $375.00 $1,818.75 30.3%
6001-7000 40.0% $400.00 $2,218.75 31.7%
7000+
(total deferred at 40%) 40.0% 40.0%
(1) A separate Share Compensation Table may be adopted by the Group
Compensation Committee for application to employees who are members of the
Executive Board.
(2) Numbers are in thousands.