NVEST
2000 EQUITY INCENTIVE PLAN
1. DEFINED TERMS
Exhibit A, which is incorporated by reference, defines the terms used
in the Plan and sets forth certain provisions relating to those terms.
2. IN GENERAL
The Plan has been established to advance the interests of Nvest by
giving selected Employees, directors and other persons (including both
individuals and entities) who provide services to Nvest equity-based or cash
incentives through the grant of Awards. No Awards may be granted under the Plan
after February 17, 2010, but Awards granted prior to that date may extend beyond
that date.
The Plan is intended to qualify as a broadly-based plan for purposes
of Section 312.03(a)(2) of the New York Stock Exchange Listed Company Manual.
In furtherance of the foregoing, (a) at least a majority of the full-time
Employees in the United States, who are "exempt employees," as defined under
the Fair Labor Standards Act of 1938, are eligible to receive Awards under
the Plan, and (b) it is intended that at least a majority of the LP Units
underlying Awards under the Plan, during the shorter of the three-year period
commencing on the date on which the Plan is adopted by Nvest or the term of
the Plan, will be awarded to employees who are not officers (as defined in
Rule 16a-1(f) under the Securities Exchange Act of 1934, or any successor
rule) or directors of Nvest Corporation, Nvest, L.P. or Nvest Companies. Any
failure to comply with any of the above-listed requirements will not affect
the validity of any Award under the Plan.
3. ADMINISTRATION
The Administrator has discretionary authority, subject only to the
express provisions of the Plan, to interpret the Plan; determine eligibility for
and grant Awards; determine, modify or waive the terms and conditions of any
Award; prescribe forms, rules and procedures (which it may modify or waive); and
otherwise do all things necessary to carry out the purposes of the Plan. Once an
Award has been communicated in writing to a Participant, the Administrator may
not, without the Participant's consent, alter the terms of the Award so as to
affect adversely the Participant's rights under the Award, unless the
Administrator expressly reserved the right to do so in writing at the time of
such communication.
4. UNITS SUBJECT TO THE PLAN
A maximum of 6,000,000 LP Units may be delivered under the Plan,
subject to adjustment under Section 7. For purposes of the preceding sentence,
the following LP Units shall not be deemed to have been issued under the Plan:
(i) LP Units remaining under an Award that terminates without having been
exercised in full (in the case of an Award requiring
exercise); (ii) LP Units subject to an Award, where cash is delivered to a
Participant in lieu of such LP Units; (iii) Restricted LP Units that have been
forfeited in accordance with the terms of the applicable Award; and (iv) LP
Units held back, in satisfaction of tax withholding requirements, from LP Units
that would otherwise have been delivered pursuant to an Award. The number of LP
Units issued under an Award shall be determined net of any previously acquired
LP Units tendered by the Participant in payment of the exercise price or of
withholding taxes.
5. ELIGIBILITY AND PARTICIPATION
The Administrator will select Participants from among those key
Employees, directors and other individuals or entities providing services to
Nvest who, in the opinion of the Administrator, are in a position to make a
significant contribution to the success of Nvest.
6. RULES APPLICABLE TO AWARDS
a. ALL AWARDS
(1) PERFORMANCE OBJECTIVES. Where rights under an Award depend
in whole or in part on attainment of performance objectives, actions by Nvest
that have an effect, however material, on such performance objectives or on the
likelihood that they will be achieved will not be deemed an amendment or
alteration of the Award unless accomplished by a change in the express terms of
the Award or other action that is without substantial consequence except as it
affects the Award.
(2) ALTERNATIVE SETTLEMENT. The Administrator retains the
right, provided the holder of the Award consents, at any time to extinguish
rights under an Award in exchange for payment in cash, LP Units (subject to the
limitations of Section 4) or other property on such terms as the Administrator
determines.
(3) TRANSFERABILITY OF AWARDS. Except as the Administrator
otherwise expressly provides, Awards (other than an Award in the form of an
outright transfer of cash or Unrestricted LP Units) may not be transferred other
than by will or by the laws of descent and distribution. During a Participant's
lifetime an Award requiring exercise may be exercised only by the Participant
(or in the event of the Participant's incapacity, the person or persons legally
appointed to act on the Participant's behalf).
(4) VESTING, ETC. The Administrator may determine the time or
times at which an Award will vest (i.e., become free of forfeiture restrictions)
or become exercisable. Unless
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the Administrator expressly provides otherwise, an Award requiring exercise will
cease to be exercisable, and all other Awards to the extent not already fully
vested will be forfeited, immediately upon the cessation (for any reason,
including death) of the Participant's employment or other service relationship
with Nvest.
(5) TAXES. The Administrator will make such provision for the
withholding of taxes as it deems necessary. The Administrator may, but need not,
hold back LP Units from an Award or permit a Participant to tender previously
owned LP Units in satisfaction of tax withholding requirements, but shall not
hold back or permit to be tendered for this purpose LP Units in excess of the
amount required to satisfy Nvest's minimum statutory withholding rates.
(6) DIVIDEND EQUIVALENTS, ETC. The Administrator may provide
for the payment of amounts in lieu of cash dividends or other cash distributions
with respect to LP Units subject to an Award.
(7) RIGHTS LIMITED. Nothing in the Plan shall be construed as
giving any person the right to continued employment or service with Nvest, or
any rights as a shareholder except as to LP Units actually issued under the
Plan. The loss of existing or potential profit in Awards will not constitute an
element of damages in the event of termination of employment or service for any
reason, even if the termination is in violation of an obligation of Nvest to the
Participant.
b. AWARDS REQUIRING EXERCISE; SPECIAL RULES
(1) TIME AND MANNER OF EXERCISE. Unless the Administrator
expressly provides otherwise, (a) an Award requiring exercise by the holder will
not be deemed to have been exercised until the Administrator receives a written
notice of exercise (in form acceptable to the Administrator) signed by the
appropriate person and accompanied by any payment required under the Award; and
(b) if the Award is exercised by any person other than the Participant, the
Administrator may require satisfactory evidence that the person exercising the
Award has the right to do so.
(2) PAYMENT OF EXERCISE PRICE, IF ANY. Where the exercise of
an Award is to be accompanied by payment, such payment shall be by cash or check
acceptable to the Administrator except as otherwise provided in the Award or as
otherwise determined by the Administrator.
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7. EFFECT OF CERTAIN TRANSACTIONS
a. MERGERS, ETC.
In the event of a Covered Transaction, all outstanding Awards requiring
exercise that are then exercisable will cease to be exercisable, and all Awards
to the extent not fully vested or exercisable (including Awards subject to
performance conditions not yet satisfied or determined) will be forfeited, as of
the effective time of the Covered Transaction; provided, however, that
immediately prior to the consummation of such Covered Transaction the vesting
and exercisability of Awards shall be accelerated unless, in the case of any
Award, the Administrator provides for one or more substitute or replacement
awards from, or the assumption of the existing Award by, the acquiring or
surviving entity (if any) or its affiliates on terms substantially similar (as
determined by the Administrator) to those imposed under the Award. For purposes
of the preceding sentence, the substitution of stock or other securities of the
acquiring or surviving entity or its affiliates for LP Units outstanding under
an Award (for example, the substitution of restricted stock or securities of an
acquiring or surviving entity for Restricted LP Units) shall be deemed a
substitution, replacement or assumption of an award provided for by the
Administrator regardless of how such substitution of stock or other securities
is effectuated, provided that the restrictions (if any) or other terms to which
such substituted stock or other securities are subject are substantially similar
to the terms of the Award to which they relate.
The Administrator may provide in the case of any Award that the
provisions of the preceding paragraph shall also apply to (i) mergers or
consolidations involving Nvest, L.P. or Nvest Companies that do not constitute a
Covered Transaction, or (ii) other transactions, not constituting a Covered
Transaction, that involve the acquisition of LP Units.
b. CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE
LP UNITS
(1) BASIC ADJUSTMENT PROVISIONS. In the event of a change in
the capital structure of Nvest, L.P. or Nvest Companies, the Administrator may
make appropriate adjustments to the maximum number of LP Units that may be
delivered under the Plan under Section 4 and may also make appropriate
adjustments to the number and kind of LP Units or securities subject to Awards
then outstanding or subsequently granted, any exercise prices relating to Awards
and any other provision of Awards affected by such change.
(2) CERTAIN OTHER ADJUSTMENTS. The Administrator may also make
adjustments of the type described in paragraph (1) above to take into account
distributions to the holders of LP Units other than normal distributions of
operating cash flow, mergers, consolidations, acquisitions, dispositions or
similar transactions, or any other event (including
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a repurchase of LP Units), if the Administrator determines that adjustments are
appropriate to avoid distortion in the operation of the Plan and to preserve the
value of Awards made hereunder.
(3) CONTINUING APPLICATION OF PLAN TERMS. References in the
Plan to LP Units shall be construed to include any partnership units or other
securities resulting from an adjustment pursuant to Section 7.b.(1) or 7.b.(2)
above.
(4) NO CHANGE ON ACCOUNT OF RESTRUCTURING. In no event shall a
Restructuring result in adjustment under this paragraph.
c. ASSIGNMENT OF CERTAIN CONTRACTS
Notwithstanding any other provision in the Plan or any Award to the
contrary, in the event of an "assignment" as defined in the Investment Company
Act of 1940 and the Investment Advisers Act of 1940 of the investment advisory
contracts between Nvest, L.P. or Nvest Companies (and their controlled
entities), on the one hand, and their investment advisory clients, on the other
hand, all then outstanding Awards requiring exercise will immediately become
exercisable and all unvested Awards then outstanding shall immediately vest
(become free of restrictions under the Plan); provided, that in no event shall a
Restructuring be deemed to result in accelerated vesting or exercisability of
Awards under this paragraph.
8. RIGHTS ENFORCEABLE AGAINST NVEST, L.P. AND NVEST COMPANIES;
CONDITIONS ON DELIVERY OF LP UNITS
All rights to receive LP Units under the Plan are exercisable or
enforceable in the first instance against Nvest Companies, and all LP Units
forfeited, returned or paid over to Nvest under the Plan shall be forfeited,
returned or paid over to Nvest Companies and only in the event of a default
by Nvest Companies shall such rights be exercisable against Nvest, L.P. Nvest
Companies shall make such arrangements as the Administrator deems necessary
and appropriate and which are acceptable to Nvest, L.P. to obtain LP Units
from Nvest, L.P. or from unitholders of Nvest, L.P. to satisfy Awards granted
hereunder and otherwise to make adjustments reflecting forfeitures or other
transactions in LP Units; provided, that in respect of Awards made to persons
employed by or performing services to Nvest, L.P., such arrangements may
include the issuance of LP Units directly by Nvest, L.P. No LP Units shall be
required to be delivered pursuant to the Plan, nor shall any restriction
applicable to LP Units previously delivered under the Plan be required to be
removed, until: Nvest's counsel has approved all legal matters in connection
with the issuance and delivery of such LP Units; if the outstanding LP Units
are at the time of delivery listed on any stock exchange or national market
system, the LP Units to be delivered have been listed or authorized to be
listed on such
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exchange or system upon official notice of issuance; and all conditions of the
Award have been satisfied or waived. If the sale of LP Units has not been
registered under the Securities Act of 1933, as amended, the Administrator may
require, as a condition to exercise of the Award, such representations or
agreements as the Nvest's counsel may consider appropriate to avoid violation of
such Act. The Administrator may require that certificates evidencing LP Units
issued under the Plan bear an appropriate legend reflecting any restriction on
transfer applicable to such LP Units.
9. AMENDMENT AND TERMINATION
Subject to the last sentence of Section 3, the Administrator may at any
time or times amend the Plan or any outstanding Award for any purpose which may
at the time be permitted by law, or may at any time terminate the Plan as to any
further grants of Awards.
10. NON-LIMITATION OF NVEST'S RIGHTS
The existence of the Plan or the grant of any Award shall not in any
way affect Nvest's right to award a person bonuses or other compensation in
addition to Awards under the Plan.
11. GOVERNING LAW
The Plan shall be construed in accordance with the laws of the State of
Delaware.
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EXHIBIT A
DEFINITION OF TERMS
The following terms, when used in the Plan, shall have the meanings and
the Plan shall be subject to the provisions set forth below:
"ADMINISTRATOR": The Committee, if one has been appointed; otherwise
the Board.
"AFFILIATE": Any corporation or other entity in which either Nvest,
L.P. or Nvest Companies owns, directly or indirectly, 50% or more of the
outstanding capital stock (determined by aggregate voting rights) or other
voting interests. Without regard to the application of the preceding sentence,
Nvest, L.P., Nvest Companies and Nvest Corporation (the general partner of
Nvest, L.P. and the managing general partner of Nvest Companies) shall be deemed
Affiliates of one another.
"AWARD": Any of the following:
(i) Options ("Options") entitling the recipient to acquire LP
Units upon payment of the exercise price. Each Option will have an
exercise price at least equal to the fair market value of the LP Units
subject to the option, determined as of the date of grant, and shall
have a maximum term not to exceed ten years from the date of grant. The
Administrator will determine the medium in which the exercise price is
to be paid, the duration of the Option, the time or times at which an
Option will become exercisable, provisions for continuation (if any) of
option rights following termination of the Participant's employment
with Nvest, and all other terms of the Option.
No Option awarded under the Plan will be an ISO unless the
Administrator expressly provides for ISO treatment.
(ii) Rights ("UARs") entitling the holder upon exercise to
receive cash or LP Units, as the Administrator determines, equal to a
function (determined by the Administrator using such factors as it
deems appropriate) of the amount by which the LP Units have appreciated
in value since the date of the Award.
(iii) LP Units subject to restrictions ("Restricted LP Units")
under the Plan requiring that such LP Units be redelivered to Nvest if
specified conditions are not satisfied. The conditions to be satisfied
in connection with any Award of Restricted LP Units, the terms on which
such LP Units must be redelivered to Nvest, the purchase price of such
LP Units, and all other terms shall be determined by the Administrator.
(iv) LP Units not subject to any restrictions under the Plan
("Unrestricted LP Units").
(v) A promise to deliver LP Units or other securities in the
future on such terms and conditions as the Administrator determines.
(vi) Securities (other than Options) that are convertible into
or exchangeable for LP Units on such terms and conditions as the
Administrator determines.
(vii) Cash bonuses tied to performance criteria as described
at (viii) below ("Cash Performance Awards").
(viii) Awards described in any of (i) through (vii) above
where the right to exercisability, vesting or full enjoyment of the
Award is conditioned in whole or in part on the satisfaction of
specified performance criteria ("Performance Awards").
(ix) Grants of cash, or loans, made in connection with other
Awards in order to help defray in whole or in part the economic cost
(including tax cost) of the Award to the Participant. The terms of any
such grant or loan shall be determined by the Administrator.
Notwithstanding the foregoing, Awards may, in the Administrator's discretion,
be made with respect to Special Units. Awards may be combined in the
Administrator's discretion.
"BOARD": The Board of Directors of Nvest Corporation, the general
partner of Nvest, L.P. and the managing general partner of Nvest Companies.
"CODE": The U.S. Internal Revenue Code of 1986 as from time to time
amended and in effect, or any successor statute as from time to time in effect.
"COMMITTEE": A committee of the Board charged with the responsibility
of administering the Plan.
"COVERED TRANSACTION" means (i) a consolidation or merger in which
Nvest, L.P. does not survive as an entity or which results in the acquisition of
substantially all of the LP Units by a single person or entity or by a group of
persons and/or entities acting in concert, or (ii) a consolidation or merger in
which Nvest Companies is not the surviving entity or which results in the
acquisition of substantially all of the partnership units (as the case may be)
of Nvest Companies by a single person or entity or by a group of persons and/or
entities acting in concert, or (iii) a sale or transfer of all or substantially
all of Nvest, L.P.'s assets, or (iv) a sale or transfer of all or substantially
all of Nvest Companies' assets or (v) a dissolution or
liquidation of Nvest, L.P. or Nvest Companies. In no event shall a Restructuring
itself be considered a Covered Transaction.
"EMPLOYEE": Any person who is employed by Nvest.
"LP UNITS": Limited partnership units in Nvest, L.P. Notwithstanding
the foregoing, the term "LP Units" shall (except as used in the definition of
"Covered Transaction") also include any Special Units that are subject to Awards
whether granted before or after a Restructuring.
"NVEST": Nvest, L.P., Nvest Companies, Nvest Corporation, and the
Affiliates, or any of them.
"NVEST, L.P.": Nvest, L.P., a Delaware limited partnership.
"NVEST COMPANIES": Nvest Companies, L.P., a Delaware limited
partnership.
"PARTICIPANT": An Employee, director or other person providing services
to Nvest who is granted an Award under the Plan.
"PLAN": The Nvest 2000 Equity Incentive Plan as from time to time
amended and in effect.
"RESTRUCTURING": A "Restructuring" as defined in the Second Amended and
Restated Agreement of Limited Partnership of Nvest, L.P. (formerly named New
England Investment Companies, L.P.) dated as of December 29, 1997.
"SPECIAL UNITS": Limited partnership units in Nvest Companies that are
subject to Awards that contain such additional terms and provisions as the
Administrator determines to be necessary or appropriate.