AMERIANA BANCORP
AMENDED AND RESTATED
1996 STOCK OPTION AND INCENTIVE PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the Company through
providing select key Employees and Directors of the Company and its
Affiliates with the opportunity to acquire Shares. By encouraging such
stock ownership, the Company seeks to attract, retain and motivate the best
available personnel for positions of substantial responsibility and to
provide additional incentive to Directors and key Employees of the Company
or any Affiliate to promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section
424(e) and (f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered into in accordance
with Paragraph 5(c).
(c) "Awards" shall mean, collectively, Options and SARs, unless the
context clearly indicates a different meaning.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with Paragraph 5(a) hereof.
(g) "Common Stock" shall mean the common stock of the Company.
(h) "Company" shall mean Ameriana Bancorp.
(i) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in
the case of sick leave, military leave or any other leave of absence
approved by the Company, in the case of transfers between payroll
locations of the Company or between the Company, an Affiliate or a
successor, or in the case of a Director's performance of services in
an emeritus or advisory capacity.
(j) "Director" shall mean any member of the Board, and any member of the
board of directors of any Affiliate that the Board has by resolution
designated as being eligible for participation in this Plan.
(k) "Disability" shall mean a physical or mental condition, which in the
sole and absolute discretion of the Committee, is reasonably expected
to be of indefinite duration and to substantially prevent a
Participant from fulfilling his or her duties or responsibilities to
the Company or an Affiliate.
(l) "Disinterested Person" shall mean any member of the Board who, at the
time discretion under the Plan is exercised, is a "disinterested
person" within the meaning of Rule 16b-3.
(m) "Effective Date" shall mean the date specified in Paragraph 14 hereof.
(n) "Employee" shall mean any person employed by the Company or an
Affiliate.
(o) "Exercise Price" shall mean the price per Optioned Share at which an
Option or SAR may be exercised.
(p) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of
Section 422 of the Code.
(q) "Market Value" shall mean the fair market value of the Common Stock,
as determined under Paragraph 7(b) hereof.
(r) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and
is not identified as an ISO.
(s) "Option" means an ISO and/or a Non-ISO.
(t) "Optioned Shares" shall mean Shares subject to an Award granted
pursuant to this Plan.
(u) "Participant" shall mean any person who receives an Award pursuant to
the Plan.
(v) "Plan" shall mean this Ameriana Bancorp 1996 Stock Option and
Incentive Plan.
(w) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(x) "Share" shall mean one share of Common Stock.
(y) "SAR" (or "Stock Appreciation Right") means a right to receive the
appreciation in value, or a portion of the appreciation in value, of a
specified number of shares of Common Stock.
(z) "Year of Service" shall mean a full twelve-month period, measured from
the date of an Award and each annual anniversary of that date, during
which a Participant has not terminated Continuous Service for any
reason.
3. TERM OF THE PLAN AND AWARDS.
(a) Term of the Plan. The Plan shall continue in effect for a term of ten
years from the Effective Date, unless sooner terminated pursuant to
Paragraph 16 hereof. No Award shall be granted under the Plan after
ten years from the Effective Date.
(b) Term of Awards. The term of each Award granted under the Plan shall be
established by the Committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns Shares representing
more than 10% of the outstanding Common Stock at the time an ISO is
granted, the term of such ISO shall not exceed five years.
4. SHARES SUBJECT TO THE PLAN.
(a) General Rule. Except as otherwise required under Section 11, the
aggregate number of Shares deliverable pursuant to Awards shall not
exceed 160,000 /1/ Shares. Such Shares may either be (i) authorized
but unissued Shares, (ii) Shares held in treasury, or (iii) shares
held in a grantor trust maintained by the Company. If any Awards
should expire, become unexercisable, or be forfeited for any reason
without having been exercised, the Optioned Shares shall, unless the
Plan shall have been terminated, be available for the grant of
additional Awards under the Plan.
(b) Special Rule for SARs. The number of Shares with respect to which an
SAR is granted, but not the number of Shares which the Company
delivers or could deliver to an Employee or individual upon exercise
of an SAR, shall be charged against the aggregate number of Shares
remaining available under the Plan; provided, however, that in the
case of an SAR granted in conjunction with an Option, under
circumstances in which the exercise of the SAR results in termination
of the Option and vice versa, only the number of Shares subject to the
Option shall be charged against the aggregate number of Shares
remaining available under the Plan. The Shares involved in an Option
as to which option rights have terminated by reason of the exercise of
a related SAR, as provided in Paragraph 10 hereof, shall not be
available for the grant of further Options under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be administered by the
Committee, which shall consist of not less than three (3) members of
the Board who are Disinterested Persons. Members of the Committee
shall serve at the pleasure of the Board. In the absence at any time
of a duly appointed Committee, the Plan shall be administered by those
members of the Board who are Disinterested Persons.
(b) Powers of the Committee. Except as limited by the express provisions
of the Plan or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion (i) to select
Participants and grant Awards, (ii) to determine the form and content
of Awards to be issued in the form of Agreements under the Plan, (iii)
to interpret the Plan, (iv) to prescribe, amend and rescind rules and
regulations relating to the Plan, and (v) to make other determinations
necessary or advisable for the administration of the Plan. The
Committee shall have and may exercise such other power and authority
as may be delegated to it by the Board from time to time. A majority
of the entire Committee shall constitute a quorum and the action of a
majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee
without a meeting, shall be deemed the action of the Committee.
(c) Agreement. Each Award shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each
such Agreement shall constitute a binding contract between the Company
and the Participant, and every Participant, upon acceptance of such
Agreement, shall be bound by the terms and restrictions of the Plan
and of such Agreement. The terms of each such Agreement shall be in
accordance with the Plan, but each Agreement may include such
additional provisions and restrictions determined by the Committee, in
its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In
particular, the Committee shall set forth in each Agreement (i) the
Exercise Price of an Option or SAR, (ii) the number of Shares subject
to, and the expiration date of, the Award, (iii) the manner, time and
rate (cumulative or otherwise) of exercise or vesting of such Award,
and (iv) the
___________
/1/ Reflects four-for-three stock split in the form of a stock dividend
effective March 15, 1996.
restrictions, if any, to be placed upon such Award, or upon Shares
which may be issued upon exercise of such Award.
The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute
Agreements on behalf of the Company and to cause them to be delivered
to the recipients of Awards.
(d) Effect of the Committee's Decisions. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all
persons affected thereby.
(e) Indemnification. In addition to such other rights of indemnification
as they may have, the members of the Committee shall be indemnified by
the Company in connection with any claim, action, suit or proceeding
relating to any action taken or failure to act under or in connection
with the Plan or any Award, granted hereunder to the full extent
provided for under the Company's governing instruments with respect to
the indemnification of Directors.
6. GRANT OF OPTIONS.
(a) General Rule. The Committee shall make the Awards required under
Paragraph 9 of this Plan, and shall otherwise have the discretion to
make Awards only to Employees (including Employees who are Directors),
to Directors, and to directors of Affiliates. In selecting those
Employees to whom Awards will be granted and the number of shares
covered by such Awards, the Committee shall consider the position,
duties and responsibilities of the eligible individuals, the value of
their services to the Company and its Affiliates, and any other
factors the Committee may deem relevant.
(b) Special Rules for ISOs. The aggregate Market Value, as of the date the
Option is granted, of the Shares with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year
(under all incentive stock option plans, as defined in Section 422 of
the Code, of the Company or any present or future Affiliate of the
Company) shall not exceed $100,000. Notwithstanding the foregoing, the
Committee may grant Options in excess of the foregoing limitations, in
which case such Options granted in excess of such limitation shall be
Options which are Non-ISOs.
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price as to any
particular Option shall not be less than 50% (100% for ISOs) of the
Market Value of the Optioned Shares on the date of grant. In the case
of an Employee who owns Shares representing more than 10% of the
Company's outstanding Shares of Common Stock at the time an ISO is
granted, the Exercise Price shall not be less than 110% of the Market
Value of the Optioned Shares at the time the ISO is granted.
(b) Standards for Determining Exercise Price. If the Common Stock is
listed on a national securities exchange (including the NASDAQ
National Market System) on the date in question, then the Market Value
per Share shall be the average of the highest and lowest selling price
on such exchange on such date, or if there were no sales on such date,
then the Exercise Price shall be the mean between the bid and asked
price on such date. If the Common Stock is traded otherwise than on a
national securities exchange on the date in question, then the Market
Value per Share shall be the mean between the bid and asked price on
such date, or, if there is no bid and asked price on such date, then
on the next prior business day on which there was a bid and asked
price. If no such bid and asked price is available, then the Market
Value per Share shall be its fair market value as determined by the
Committee, in its sole and absolute discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. Any Option granted hereunder shall be exercisable at such
times and under such conditions as shall be permissible under the
terms of the Plan and of the Agreement granted to a Participant. An
Option may not be exercised for a fractional Share.
(b) Procedure for Exercise. A Participant may exercise Options, subject to
provisions relative to its termination and limitations on its
exercise, only by (1) written notice of intent to exercise the Option
with respect to a specified number of Shares, and (2) payment to the
Company (contemporaneously with delivery of such notice) in cash, in
Common Stock, or a combination of cash and Common Stock, of the amount
of the Exercise Price for the number of Shares with respect to which
the Option is then being exercised. Each such notice (and payment
where required) shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at the
Company's executive offices. Common Stock utilized in full or partial
payment of the Exercise Price for Options shall be valued at its
Market Value at the date of exercise, and may consist of Shares
subject to the Option being exercised. Upon a Participant's exercise
of an Option, the Company may, in the discretion of the Committee, pay
to the Participant a cash amount up to but not exceeding the amount of
dividends, if any, declared on the underlying Shares between the date
of grant and the date of exercise of the Option.
(c) Period of Exercisability. Except to the extent otherwise provided in
the terms of an Agreement, an Option may be exercised by a Participant
only while he is an Employee and has maintained Continuous Service
from the date of the grant of the Option, or within three months after
termination of such Continuous Service (but not later than the date on
which the Option would otherwise expire), except if the Employee's
Continuous Service terminates by reason of --
(1) "Just Cause" which for purposes hereof shall have the meaning set
forth in any unexpired employment or severance agreement between
the Participant and the Company (and, in the absence of any such
agreement, shall mean termination because of the Employee's
personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or
final cease-and-desist order), then the Participant's rights to
exercise such Option shall expire on the date of such
termination;
(2) death, then to the extent that the Participant would have been
entitled to exercise the Option immediately prior to his death,
such Option of the deceased Participant may be exercised within
two years from the date of his death (but not later than the date
on which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of
descent and distribution;
(3) Disability, then to the extent that the Participant would have
been entitled to exercise the Option immediately prior to his or
her Disability, such Option may be exercised within one year from
the date of termination of employment due to Disability, but not
later than the date on which the Option would otherwise expire.
(d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all persons
affected thereby.
9. GRANTS OF OPTIONS TO NON-EMPLOYEE DIRECTORS.
(a) Automatic Grants. Notwithstanding any other provisions of this Plan,
each Director who is not an Employee but is a Director on the
Effective Date shall receive, on said date, Non-ISOs to purchase 8,000
/2/ Shares. The Exercise Price per Share will be equal to the Market
Value of a Share on the date of grant. Each Director who joins the
Board after the Effective Date and who is not then an Employee shall
receive, on the date of joining the Board, Non-ISOs to purchase 8,0002
of the Shares reserved under Paragraph 4(a) of the Plan, at an
Exercise Price per Share equal to its Market Value on the date of
grant.
(b) Terms of Exercise. Options received under the provisions of this
Paragraph may be exercised from time to time by (a) written notice of
intent to exercise the Option with respect to all or a specified
number of the Optioned Shares, and (b) payment to the Company
(contemporaneously with the delivery of such notice), in cash, in
Common Stock, or a combination of cash and Common Stock, of the amount
of the Exercise Price for the number of the Optioned Shares with
respect to which the Option is then being exercised. Each such notice
and payment shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at the
Company's executive offices. A Director who exercises Options pursuant
to this Paragraph may satisfy all applicable federal, state and local
income and employment tax withholding obligations, in whole or in
part, by irrevocably electing to have the Company withhold shares of
Common Stock, or to deliver to the Company shares of Common Stock that
he already owns, having a value equal to the amount required to be
withheld; provided that to the extent not inconsistent herewith, such
election otherwise complies with those requirements of Paragraphs 8
and 19 hereof.
Options granted under this Paragraph shall become exercisable on the
date that the Plan receives stockholder approval pursuant to Paragraph
14 hereof. Such Options shall have a term of ten years and expire one
year after the date on which a Director terminates Continuous Service
on the Board, but in no event later than the date on which such
Options would otherwise expire. In the event of such Director's death
during the term of his directorship, Options granted under this
Paragraph shall become immediately exercisable, and may be exercised
within two years from the date of his death by the personal
representatives of his estate or person or persons to whom his rights
under such Option shall have passed by will or by laws of descent and
distribution, but in no event later than the date on which such
Options would otherwise expire. In the event of such Director's
Disability during his or her directorship, the Director's Option shall
become immediately exercisable, and such Option may be exercised
within one year of the termination of directorship due to Disability,
but not later than the date that the Option would otherwise expire.
Unless otherwise inapplicable or inconsistent with the provisions of
this Paragraph, the Options to be granted to Directors hereunder shall
be subject to all other provisions of this Plan.
(c) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all persons
affected thereby.
10. SARS (STOCK APPRECIATION RIGHTS).
(a) Granting of SARs. In its sole discretion, the Committee may from time
to time grant SARs to Employees either in conjunction with, or
independently of, any Options granted under the Plan. An SAR granted
in conjunction with an Option may be an alternative right wherein the
exercise of the Option terminates the SAR to the extent of the number
of shares purchased upon exercise of
___________
/2/ Reflects four-for-three stock split in the form of a stock dividend
effective March 15, 1996.
the Option and, correspondingly, the exercise of the SAR terminates
the Option to the extent of the number of Shares with respect to which
the SAR is exercised. Alternatively, an SAR granted in conjunction
with an Option may be an additional right wherein both the SAR and the
Option may be exercised. An SAR may not be granted in conjunction with
an ISO under circumstances in which the exercise of the SAR affects
the right to exercise the ISO or vice versa, unless the SAR, by its
terms, meets all of the following requirements:
(1) The SAR will expire no later than the ISO;
(2) The SAR may be for no more than the difference between the
Exercise Price of the ISO and the Market Value of the Shares
subject to the ISO at the time the SAR is exercised;
(3) The SAR is transferable only when the ISO is transferable, and
under the same conditions;
(4) The SAR may be exercised only when the ISO may be exercised; and
(5) The SAR may be exercised only when the Market Value of the Shares
subject to the ISO exceeds the Exercise Price of the ISO.
(b) Exercise Price. The Exercise Price as to any particular SAR shall not
be less than the Market Value of the Optioned Shares on the date of
grant.
(c) Timing of Exercise. Any election by a Participant to exercise SARs
shall be made during the period beginning on the 3rd business day
following the release for publication of quarterly or annual financial
information and ending on the 12th business day following such date.
This condition shall be deemed to be satisfied when the specified
financial data is first made publicly available. In no event, however,
may an SAR be exercised within the six-month period following the date
of its grant.
The provisions of Paragraph 8(c) regarding the period of
exercisability of Options are incorporated by reference herein, and
shall determine the period of exercisability of SARs.
(d) Exercise of SARs. An SAR granted hereunder shall be exercisable at
such times and under such conditions as shall be permissible under the
terms of the Plan and of the Agreement granted to a Participant,
provided that an SAR may not be exercised for a fractional Share. Upon
exercise of an SAR, the Participant shall be entitled to receive,
without payment to the Company except for applicable withholding
taxes, an amount equal to the excess of (or, in the discretion of the
Committee if provided in the Agreement, a portion of the excess of)
the then aggregate Market Value of the number of Optioned Shares with
respect to which the Participant exercises the SAR, over the aggregate
Exercise Price of such number of Optioned Shares. This amount shall be
payable by the Company, in the discretion of the Committee, in cash or
in Shares valued at the then Market Value thereof, or any combination
thereof.
(e) Procedure for Exercising SARs. To the extent not inconsistent
herewith, the provisions of Paragraph 8(b) as to the procedure for
exercising Options are incorporated by reference, and shall determine
the procedure for exercising SARs.
11. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of
shares subject to outstanding Awards, and the Exercise Price thereof,
shall be proportionately adjusted for any increase, decrease, change
or exchange of Shares
for a different number or kind of shares or other securities of the
Company which results from a merger, consolidation, recapitalization,
reorganization, reclassification, stock dividend, split-up,
combination of shares, or similar event in which the number or kind of
shares is changed without the receipt or payment of consideration by
the Company.
(b) Transactions in which the Company is Not the Surviving Entity. In the
event of (i) the liquidation or dissolution of the Company, (ii) a
merger or consolidation in which the Company is not the surviving
entity, or (iii) the sale or disposition of all or substantially all
of the Company's assets (any of the foregoing to be referred to herein
as a "Transaction"), all outstanding Awards, together with the
Exercise Prices thereof, shall be equitably adjusted for any change or
exchange of Shares for a different number or kind of shares or other
securities which results from the Transaction.
(c) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a) or (b)(1) hereof shall be made in such a manner as not to
constitute a modification, within the meaning of Section 424(h) of the
Code, of outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or Different Shares or
Securities. If, by reason of any adjustment made pursuant to this
Paragraph, a Participant becomes entitled to new, additional, or
different shares of stock or securities, such new, additional, or
different shares of stock or securities shall thereupon be subject to
all of the conditions and restrictions which were applicable to the
Shares pursuant to the Award before the adjustment was made.
(e) Other Issuances. Except as expressly provided in this Paragraph, the
issuance by the Company or an Affiliate of shares of stock of any
class, or of securities convertible into Shares or stock of another
class, for cash or property or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefor, shall not affect, and no adjustment shall be made with
respect to, the number, class, or Exercise Price of Shares then
subject to Awards or reserved for issuance under the Plan.
(f) Certain Special Dividends. The Exercise Price of shares subject to
outstanding Awards shall be proportionately adjusted upon the payment
of a special large and nonrecurring dividend that has the effect of a
return to capital to the stockholders, except that this subparagraph
(f) shall not apply to any dividend which is paid to the Participant
pursuant to Paragraph 8(b) hereof.
12. NON-TRANSFERABILITY OF AWARDS.
Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding any other provision of this Plan to the
contrary, to the extent permissible under Rule 16b-3, a Participant who is
granted Non-ISOs pursuant to this Plan may transfer such Non-ISOs to his or
her spouse, lineal ascendants, lineal descendants, or to a duly established
trust, provided that Non-ISOs so transferred may not again be transferred
other than to the Participant originally receiving the grant of Non-ISOs or
to an individual or trust to whom such Participant could have transferred
Non-ISOs pursuant to this Section 12. Non-ISOs which are transferred
pursuant to this Section 12 shall be exercisable by the transferee subject
to the same terms and conditions as would have applied to such Non-ISOs in
the hands of the Participant originally receiving the grant of such
Non-ISOs.
13. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be the later of the
date on which the Committee makes the determination of granting such Award,
and the Effective Date. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a reasonable time after
the date of such grant.
14. EFFECTIVE DATE.
The Plan shall become effective immediately upon its approval by the Board,
provided that the effectiveness of the Plan and any Awards granted pursuant
to the Plan shall be contingent upon a favorable vote of stockholders
owning at least a majority of the total votes present or represented and
entitled to be cast at a duly called meeting of the Company's stockholders
held in accordance with applicable laws.
15. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Award, provided no such modification shall confer on the holder
of said Award any right or benefit which could not be conferred on him by
the grant of a new Award at such time, or impair the Award without the
consent of the holder of the Award.
16. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Awards, suspend or
terminate the Plan; provided that the provisions of Paragraph 9 may not be
amended more than once every six months (other than to comport with changes
in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder).
No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
17. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common Stock shall not be
issued with respect to any Award unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended,
the rules and regulations promulgated thereunder, any applicable state
securities law, and the requirements of any stock exchange upon which
the Shares may then be listed.
(b) Special Circumstances. The inability of the Company to obtain approval
from any regulatory body or authority deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares
hereunder shall relieve the Company of any liability in respect of the
non-issuance or sale of such Shares. As a condition to the exercise of
an Option or SAR, the Company may require the person exercising the
Option or SAR to make such representations and warranties as may be
necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law. (c)
Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as it
may deem appropriate or desirable, including but not limited to the
authority to impose a right of first refusal or to establish
repurchase rights or both of these restrictions.
18. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
19. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of Options and/or
SARs shall be subject to the Participant's satisfaction of all applicable
federal, state and local income and employment tax withholding obligations.
The Committee, in its discretion, may permit the Participant to satisfy the
obligation, in whole or in part, by irrevocably electing to have the
Company withhold Shares, or to deliver to the Company Shares that he
already owns, having a value equal to the amount required to be withheld.
The value of the Shares to be withheld, or delivered to the Company, shall
be based on the Market Value of the Shares on the date the amount of tax to
be withheld is to be determined. As an alternative, the Company may retain,
or sell without notice, a number of such Shares sufficient to cover the
amount required to be withheld.
20. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or
equitable right of the Employee, Director, or any other party to continue
service with the Company or any Affiliate of such corporation. Except to
the extent provided in Paragraphs 6(b) and 9(a), no Employee or Director
shall have a right to be granted an Award or, having received an Award, the
right to again be granted an Award. However, an Employee or Director who
has been granted an Award may, if otherwise eligible, be granted an
additional Award or Awards.
21. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws of
the State of Indiana, except to the extent that federal law shall be deemed
to apply.