EXHIBIT 10.32
DELPHI INFORMATION SYSTEMS, INC.
1996 STOCK INCENTIVE PLAN
DELPHI INFORMATION SYSTEMS, INC.
1996 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
PAGE
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1. Purpose............................................................................................. 1
2 Definitions......................................................................................... 1
3. Shares and Performance Units Available under the Plan............................................... 2
4. Option Rights....................................................................................... 3
5. Appreciation Rights................................................................................. 4
6. Restricted Shares................................................................................... 5
7. Deferred Shares..................................................................................... 6
8. Performance Shares and Performance Units............................................................ 6
9. Transferability..................................................................................... 7
10. Adjustments......................................................................................... 7
11. Fractional Shares................................................................................... 8
12. Withholding Taxes................................................................................... 8
13. Participation by Directors, Officers and Other Key Employees of or Consultants to a Less-
Than-80-Percent Subsidiary........................................................................ 8
14. Certain Terminations of Employment, Hardship and Approved Leaves of Absence......................... 8
15. Foreign Participants................................................................................ 9
16. Administration of the Plan.......................................................................... 9
17. Amendments and Other Matters........................................................................ 9
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DELPHI INFORMATION SYSTEMS, INC.
1996 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of this Plan is to attract and retain directors,
officers and other key employees of and consultants to Delphi Information
Systems, Inc. (the "Corporation") and its Subsidiaries and to provide such
persons with incentives and rewards for superior performance.
2. DEFINITIONS. (a) As used in this Plan:
"APPRECIATION RIGHT" means a right granted pursuant to Section 5 of this
Plan, including a Free-Standing Appreciation Right and a Tandem Appreciation
Right.
"BASE PRICE" means the price to be used as the basis for determining the
Spread upon the exercise of a Free-Standing Appreciation Right.
"BOARD" means the Board of Directors of the Corporation.
"CODE" means the Internal Revenue Code of 1986, as amended from time to
time.
"COMMITTEE" means a committee of not less than two "Non-Employee Directors"
(as defined in Rule 16b-3(b)(3)(i) under Section 16(b) of the Exchange Act)
appointed by and serving at the pleasure of the Board.
"COMMON SHARES" means (i) shares of the Common Stock, par value $.10 per
share, of the Corporation and (ii) any security into which Common Shares may be
converted by reason of any transaction or event of the type referred to in
Section 10 of this Plan.
"DATE OF GRANT" means the date specified by the Board on which a grant of
Option Rights, Appreciation Rights or Performance Shares or Performance Units or
a grant or sale of Restricted Shares or Deferred Shares shall become effective,
which shall not be earlier than the date on which the Board takes action with
respect thereto.
"DEFERRAL PERIOD" means the period of time during which Deferred Shares are
subject to deferral limitations under Section 7 of this Plan.
"DEFERRED SHARES" means an award pursuant to Section 7 of this Plan of the
right to receive Common Shares at the end of a specified Deferral Period.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time.
"FREE-STANDING APPRECIATION RIGHT" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option
Right or similar right.
"INCENTIVE STOCK OPTION" means an Option Right that is intended to qualify
as an "incentive stock option" under Section 422 of the Code or any successor
provision thereto.
"LESS-THAN-80-PERCENT SUBSIDIARY" means a Subsidiary with respect to which
the Corporation directly or indirectly owns or controls less than 80 percent of
the total combined voting or other decision-making power.
"MANAGEMENT OBJECTIVES" means the achievement or performance objectives
established pursuant to this Plan for Participants who have received grants of
Performance Shares or Performance Units or, when so determined by the Board,
Restricted Shares.
"MARKET VALUE PER SHARE" means the fair market value of the Common Shares
as determined by the Board from time to time.
"NONQUALIFIED OPTION" means an Option Right that is not intended to qualify
as a Tax-Qualified Option.
"OPTIONEE" means the person so designated in an agreement evidencing an
outstanding Option Right.
"OPTION PRICE" means the purchase price payable upon the exercise of an
Option Right.
"OPTION RIGHT" means the right to purchase Common Shares from the
Corporation upon the exercise of a Nonqualified Option or a Tax-Qualified Option
granted pursuant to Section 4, or a Replacement Option Right granted pursuant to
Section 17(c), of this Plan.
"PARTICIPANT" means a person who is selected by the Board to receive
benefits under this Plan and (i) is at that time a director or an officer
(including officers who are also directors) or other key employee of or a
consultant to the Corporation or any Subsidiary or (ii) has agreed to commence
serving in any such capacity.
"PERFORMANCE PERIOD" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating thereto are to be achieved.
"PERFORMANCE SHARE" means a bookkeeping entry that records the equivalent
of one Common Share awarded pursuant to Section 8 of this Plan.
"PERFORMANCE UNIT" means a bookkeeping entry that records a unit equivalent
to $1.00 awarded pursuant to Section of this Plan.
"REPLACEMENT OPTION RIGHT" means as Option Right granted pursuant to
Section 17(c) of this Plan in exchange for the surrender and cancellation of an
option to purchase shares of another corporation that is acquired by the
Corporation or a Subsidiary by merger or otherwise.
"RESTRICTED SHARES" means Common Shares granted or sold pursuant to Section
6 of this Plan as to which neither the substantial risk of forfeiture nor the
restrictions on transfer referred to in Section 6 hereof has expired.
"SPREAD" MEANS, in the case of a Free-Standing Appreciation Right, the
amount by which the Market Value per Share on the date when the Appreciation
Right is exercised exceeds the Base Price specified therein or, in the case of a
Tandem Appreciation Right, the amount by which the Market Value per Share on the
date when the Appreciation Right is exercised exceeds the Option Price specified
in the related Option Right.
"SUBSIDIARY" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest; PROVIDED, HOWEVER, for purposes
of determining whether any person may be a Participant for purposes of any grant
of Incentive Stock Options, "Subsidiary" means any corporation in which the
Corporation owns or controls directly or indirectly more than 50 percent of the
total combined voting power represented by all classes of stock issued by such
corporation at the time of the grant.
"TANDEM APPRECIATION RIGHT" means an Appreciation Right granted pursuant to
Section 5 of this Plan that is granted in tandem with an Option Right or any
similar right granted under any other plan of the Corporation.
"TAX-QUALIFIED OPTION" means an Option Right that is intended to qualify
under particular provisions of the Code, including but not limited to an
Incentive Stock Option.
3. SHARES AND PERFORMANCE UNITS AVAILABLE UNDER THE PLAN. (a) Subject to
adjustment as provided in Section 10 of this Plan, the aggregate number of
Common Shares covered by outstanding awards, except Replacement Option Rights,
granted under this Plan and issued or transferred upon the exercise
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or payment thereof, and the aggregate number of Performance Units granted under
this Plan, shall not exceed 6,000,000. Common Shares issued or transferred under
this Plan may be Common Shares of original issuance or Common Shares held in
treasury or a combination thereof.
(b) Subject to adjustment as provided in Section 10 of this Plan, the
aggregate number of Common Shares covered by Replacement Option Rights
granted under this Plan during any calendar year shall not exceed five
percent of the Common Shares outstanding on January 1 of that year.
(c) For the purposes of this Section 3:
(i) Upon payment in cash of the benefit provided by any award granted
under this Plan, any Common Shares that were covered by that award shall
again be available for issuance or transfer hereunder.
(ii) Common Shares covered by any award granted under this Plan shall
be deemed to have been issued or transferred, and shall cease to be
available for future issuance or transfer in respect of any other award
granted hereunder, at the earlier of the time when they are actually
issued or transferred or the time when dividends or dividend equivalents
are paid thereon; PROVIDED, HOWEVER, that Restricted Shares shall be
deemed to have been issued or transferred at the earlier of the time when
they cease to be subject to a substantial risk of forfeiture or the time
when dividends are paid thereon.
(iii) Performance Units that are granted under this Plan, but are not
earned by the Participant at the end of the Performance Period, shall be
available for future grants of Performance Units hereunder.
4. OPTION RIGHTS. The Board may from time to time authorize grants to
Participants of Option Rights upon such terms and conditions as the Board may
determine in accordance with the following provisions:
(a) Each grant shall specify the number of Common Shares to which it
pertains.
(b) Each grant shall specify an Option Price per Common Share, which
shall be equal to or greater than the Market Value per Share on the Date of
Grant; PROVIDED, HOWEVER, that the Option Price per Common Share of a
Replacement Option Right may be less that the Market Value per Share on the
Date of Grant.
(c) Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check
or other cash equivalent acceptable to the Corporation,
(ii) nonforfeitable, unrestricted Common Shares that are already owned by
the optionee and have a value at the time of exercise that is equal to the
Option Price, (iii) any other legal consideration that the Board may deem
appropriate, including but not limited to any form of consideration
authorized under Section 4(d) below, on such basis as the Board may
determine in accordance with this Plan and (iv) any combination of the
foregoing.
(d) On or after the Date of Grant of any Nonqualified Option, the Board
may determine that payment of the Option Price may also be made in whole or
in part in the form of Restricted Shares or other Common Shares that are
subject to risk of forfeiture or restrictions on transfer. Unless otherwise
determined by the Board on or after the Date of Grant, whenever any Option
Price is paid in whole or in part by means of any of the forms of
consideration specified in this Section 4(d), the Common Shares received by
the Optionee upon the exercise of the Nonqualified Option shall be subject
to the same risks of forfeiture or restrictions on transfer as those that
applied to the consideration surrendered by the optionee; PROVIDED, HOWEVER,
that such risks of forfeiture and restrictions on transfer shall apply only
to the same number of Common Shares
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received by the optionee as applied to the forfeitable or restricted Common
Shares surrendered by the Optionee.
(e) Any grant may provide for deferred payment of the Option Price from
the proceeds of sale through a broker on the date of exercise of some or all
of the Common Shares to which the exercise relates.
(f) Successive grants may be made to the same Participant regardless of
whether any Option Rights previously granted to the Participant remain
unexercised.
(g) Each grant may specify a period or periods of continuous employment
of the Optionee by the Corporation or any Subsidiary that are necessary
before the Option Rights or installments thereof shall become exercisable,
and any grant may provide for the earlier exercise of the Option Rights in
the event of a change in control of the Corporation or other similar
transaction or event.
(h) Option Rights granted pursuant to this Section 4 may be Nonqualified
Options or Tax-Qualified Options or combinations thereof.
(i) On or after the Date of Grant of any Nonqualified Option, the Board
may provide for the payment to the Optionee of dividend equivalents thereon
in cash or Common Shares on a current, deferred or contingent basis, or the
Board may provide that any dividend equivalents shall be credited against
the Option Price.
(j) No Option Right granted pursuant to this Section 4 may be exercised
more than 10 years from the Date of Grant.
(k) Each grant shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by an officer thereof and delivered to
and accepted by the Optionee and shall contain such terms and provisions as
the Board may determine consistent with this Plan.
5. APPRECIATION RIGHTS. The Board may also authorize grants to
Participants of Appreciation Rights. An Appreciation Right shall be a right of
the Participant to receive from the Corporation an amount, which shall be
determined by the Board and shall be expressed as a percentage (not exceeding
100 percent) of the Spread at the time of the exercise of an Appreciation Right.
Any grant of Appreciation Rights under this Plan shall be upon such terms and
conditions as the Board may determine in accordance with the following
provisions:
(a) Any grant may specify that the amount payable upon the exercise of
an Appreciation Right may be paid by the Corporation in cash, Common Shares
or any combination thereof and may (i) either grant to the Participant or
reserve to the Board the right to elect among those alternatives or
(ii) preclude the right of the Participant to receive and the Corporation to
issue Common Shares or other equity securities in lieu of cash.
(b) Any grant may specify that the amount payable upon the exercise of
an Appreciation Right shall not exceed a maximum specified by the Board on
the Date of Grant.
(c) Any grant may specify (i) a waiting period or periods before
Appreciation Rights shall become exercisable and (ii) permissible dates or
periods on or during which Appreciation Rights shall be exercisable.
(d) Any grant may specify that an Appreciation Right may be exercised
only in the event of a change in control of the Corporation or other similar
transaction or event.
(e) On or after the Date of Grant of any Appreciation Rights, the Board
may provide for the payment to the Participant of dividend equivalents
thereon in cash or Common Shares on a current, deferred or contingent basis.
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(f) Each grant shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by any officer thereof and delivered
to and accepted by the Optionee and shall describe the subject Appreciation
Rights, identify any related Option Rights, state that the Appreciation
Rights are subject to all of the terms and conditions of this Plan and
contain such other terms and provisions as the Board may determine
consistent with this Plan.
(g) Regarding Tandem Appreciation Rights only: Each grant shall provide
that a Tandem Appreciation Right may be exercised only (i) at a time when
the related Option Right (or any similar right granted under any other plan
of the Corporation) is also exercisable and the Spread is positive and
(ii) by surrender of the related Option Right (or such other right) for
cancellation.
(h) Regarding Free-Standing Appreciation Rights only:
(i) Each grant shall specify in respect of each Free-Standing
Appreciation Right a Base Price per Common Share, which shall be equal to
or greater than the Market Value per Share on the Date of Grant;
(ii) Successive grants may be made to the same Participant regardless
of whether any Free-Standing Appreciation Rights previously granted to
the Participant remain unexercised;
(iii) Each grant shall specify the period or periods of continuous
employment of the Participant by the Corporation or any Subsidiary that
are necessary before the Free-Standing Appreciation Rights or
installments thereof shall become exercisable, and any grant may provide
for the earlier exercise of the Free-Standing Appreciation Rights in the
event of a change in control of the Corporation or other similar
transaction or event; and
(iv) No Free-Standing Appreciation Right granted under this Plan may
be exercised more than 10 years from the Date of Grant.
6. RESTRICTED SHARES. The Board may also authorize grants or sales to
Participants of Restricted Shares upon such terms and conditions as the Board
may determine in accordance with the following provisions:
(a) Each grant or sale shall constitute an immediate transfer of the
ownership of Common Shares to the Participant in consideration of the
performance of services, entitling the Participant to dividend, voting and
other ownership rights, subject to the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.
(b) Each grant or sale may be made without additional consideration from
the Participant or in consideration of a payment by the Participant that is
less than the Market Value per Share on the Date of Grant.
(c) Each grant or sale shall provide that the Restricted Shares covered
thereby shall be subject to a "substantial risk of forfeiture" within the
meaning of Section 83 of the Code for a period to be determined by the Board
on the Date of Grant, and any grant or sale may provide for the earlier
termination of such period in the event of a change in control of the
Corporation or other similar transaction or event.
(d) Each grant or sale shall provide that, during the period for which
such substantial risk of forfeiture is to continue, the transferability of
the Restricted Shares shall be prohibited or restricted in the manner and to
the extent prescribed by the Board on the Date of Grant. Such restrictions
may include, but are not limited to, rights of repurchase or first refusal
in the Corporation or provisions subjecting the Restricted Shares to a
continuing substantial risk of forfeiture in the hands of any transferee.
(e) Any grant or sale may require that any or all dividends or other
distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and
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reinvested on an immediate or deferred basis in additional Common Shares,
which may be subject to the same restrictions as the underlying award or
such other restrictions as the Board may determine.
(f) Each grant or sale shall be evidenced by an agreement, which shall
be executed on behalf of the Corporation by any officer thereof and
delivered to and accepted by the Participant and shall contain such terms
and provisions as the Board may determine consistent with this Plan. Unless
otherwise directed by the Board, all certificates representing Restricted
Shares, together with a stock power that shall be endorsed in blank by the
Participant with respect to the Restricted Shares, shall be held in custody
by the Corporation until all restrictions thereon lapse.
7. DEFERRED SHARES. The Board may also authorize grants or sales to
Participants of Deferred Shares upon such terms and conditions as the Board may
determine in accordance with the following provisions:
(a) Each grant or sale shall constitute the agreement by the Corporation
to issue or transfer Common Shares to the Participant in the future in
consideration of the performance of services, subject to the fulfillment
during the Deferral Period of such conditions as the Board may specify.
(b) Each grant or sale may be made without additional consideration from
the Participant or in consideration of a payment by the Participant that is
less than the Market Value per Share on the Date of Grant.
(c) Each grant or sale shall provide that the Deferred Shares covered
thereby shall be subject to a Deferral Period, which shall be fixed by the
Board on the Date of Grant, and any grant or sale may provide for the
earlier termination of the Deferral Period in the event of a change in
control of the Corporation or other similar transaction or event.
(d) During the Deferral Period, the Participant shall not have any right
to transfer any rights under the subject award, shall not have any rights of
ownership in the Deferred Shares and shall not have any right to vote the
Deferred Shares, but the Board may on or after the Date of Grant authorize
the payment of dividend equivalents on the Deferred Shares in cash or
additional Common Shares on a current, deferred or contingent basis.
(e) Each grant or sale shall be evidenced by an agreement, which shall
be executed on behalf of the Corporation by any officer thereof and
delivered to and accepted by the Participant and shall contain such terms
and provisions as the Board may determine consistent with this Plan.
8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also authorize
grants of Performance Shares and Performance Units, which shall become payable
to the Participant upon the achievement of specified Management Objectives, upon
such terms and conditions as the Board may determine in accordance with the
following provisions:
(a) Each grant shall specify the number of Performance Shares or
Performance Units to which it pertains, which may be subject to adjustment
to reflect changes in compensation or other factors.
(b) The Performance Period with respect to each Performance Share or
Performance Unit shall be determined by the Board on the Date of Grant and
may be subject to earlier termination in the event of a change in control of
the Corporation or other similar transaction or event.
(c) Each grant shall specify the Management Objectives that are to be
achieved by the Participant, which may be described in terms of
Corporation-wide objectives or objectives that are related to the
performance of the individual Participant or the Subsidiary, division,
department or function within the Corporation or Subsidiary in which the
Participant is employed.
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(d) Each grant shall specify in respect of the specified Management
Objectives a minimum acceptable level of achievement below which no payment
will be made and shall set forth a formula for determining the amount of any
payment to be made if performance is at or above the minimum acceptable
level but falls short of full achievement of the specified Management
Objectives.
(e) Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units that shall have been earned, and any
grant may specify that any such amount may be paid by the Corporation in
cash, Common Shares or any combination thereof and may either grant to the
Participant or reserve to the Board the right to elect among those
alternatives.
(f) Any grant of Performance Shares may specify that the amount payable
with respect thereto may not exceed a maximum specified by the Board on the
Date of Grant. Any grant of Performance Units may specify that the amount
payable, or the number of Common Shares issuable, with respect thereto may
not exceed maximums specified by the Board on the Date of Grant.
(g) On or after the Date of Grant of Performance Shares, the Board may
provide for the payment to the Participant of dividend equivalents thereon
in cash or additional Common Shares on a current, deferred or contingent
basis.
(h) The Board may adjust Management Objectives and the related minimum
acceptable level of achievement if, in the sole judgment of the Board,
events or transactions have occurred after the Date of Grant that are
unrelated to the performance of the Participant and result in distortion of
the Management Objectives or the related minimum acceptable level of
achievement.
(i) Each grant shall be evidenced by an agreement, which shall be
executed on behalf of the Corporation by any officer thereof and delivered
to and accepted by the Participant and shall contain such terms and
provisions as the Board may determine consistent with this Plan.
9. TRANSFERABILITY. (a) Any grant of an Option Right or other "derivative
security" (as defined in Rule 16a-1 (c) under Section 16(a) of the Exchange Act)
under this Plan may permit the transfer thereof by the Participant upon such
terms and conditions as the Board shall specify.
(b) Any grant made under this Plan may provide that all or any part of
the Common Shares that are to be issued or transferred by the Corporation
upon the exercise of Option Rights or Appreciation Rights or upon the
termination of the Deferral Period applicable to Deferred Shares or in
payment of Performance Shares or Performance Units, or are no longer subject
to the substantial risk of forfeiture and restrictions on transfer referred
to in Section 6 of this Plan, shall be subject to further restrictions upon
transfer.
10. ADJUSTMENTS. The Board may make or provide for such adjustments in the
number of Common Shares covered by outstanding Option Rights, Appreciation
Rights, Deferred Shares and Performance Shares granted hereunder, the Option
Prices per Common Share or Base Prices per Common Share applicable to any such
Option Rights and Appreciation Rights, and the kind of shares (including shares
of another issuer) covered thereby, as the Board may in good faith determine to
be equitably required in order to prevent dilution or expansion of the rights of
Participants that otherwise would result from (a) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Corporation or (b) any merger, consolidation, spin-off,
spin-out, split-off, split-up, reorganization, partial or complete liquidation
or other distribution of assets, issuance of warrants or other rights to
purchase securities or any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction or event,
the Board may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the
surrender of all awards so replaced. Moreover, the Board may on or after the
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Date of Grant provide in the agreement evidencing any award under this Plan that
the holder of the award may elect to receive an equivalent award in respect of
securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect, or the Board may provide that the
holder will automatically be entitled to receive such an equivalent award. The
Board may also make or provide for such adjustments in the numbers of Common
Shares specified in Sections 3(a)(i) and 3(a)(ii) of this Plan as the Board may
in good faith determine to be appropriate in order to reflect any transaction or
event described in this Section 10.
11. FRACTIONAL SHARES. The Corporation shall not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions or for the settlement thereof in cash.
12. WITHHOLDING TAXES. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Corporation for the withholding are insufficient,
it shall be a condition to the receipt of any such payment or the realization of
any such benefit that the Participant or such other person make arrangements
satisfactory to the Corporation for payment of the balance of any taxes required
to be withheld. At the discretion of the Board, any such arrangements may
include relinquishment of a portion of any such payment or benefit. The
Corporation and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.
13. PARTICIPATION BY DIRECTORS, OFFICERS AND OTHER KEY EMPLOYEES OF OR
CONSULTANTS TO A LESS-THAN-80-PERCENT SUBSIDIARY. As a condition to the
effectiveness of any grant or award to be made hereunder to a Participant who is
a director or an officer or other key employee of or a consultant to a
Less-Than-80-Percent Subsidiary, regardless of whether the Participant is also
employed by the Corporation or another Subsidiary, the Board may require the
Less-Than-80-Percent Subsidiary to agree to transfer to the Participant (as, if
and when provided for under this Plan and any applicable agreement entered into
between the Participant and the Less-Than-80-Percent Subsidiary pursuant to this
Plan) the Common Shares that would otherwise be delivered by the Corporation
upon receipt by the Less-Than 80-Percent Subsidiary of any consideration then
otherwise payable by the Participant to the Corporation. Any such award may be
evidenced by an agreement between the Participant and the Less-Than-80-Percent
Subsidiary, in lieu of the Corporation, on terms consistent with this Plan and
approved by the Board and the Less-Than-80-Percent Subsidiary. All Common Shares
so delivered by or to a Less-Than-80-Percent Subsidiary will be treated as if
they had been delivered by or to the Corporation for purposes of Section 3 of
this Plan, and all references to the Corporation in this Plan shall be deemed to
refer to the Less-Than-80-Percent Subsidiary except with respect to the
definitions of the Board and the Committee and in other cases where the context
otherwise requires.
14. CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF
ABSENCE. Notwithstanding any other provision of this Plan to the contrary, in
the event of termination of employment by reason of death, disability, normal
retirement, early retirement with the consent of the Corporation, termination of
employment to enter public service with the consent of the Corporation or leave
of absence approved by the Corporation, or in the event of hardship or other
special circumstances, of a Participant who holds an Option Right or
Appreciation Right that is not immediately and fully exercisable, any Restricted
Shares as to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, any Deferred Shares as to which the
Deferral Period is not complete, any Performance Shares or Performance Units
that have not been fully earned, or any Common Shares that are subject to any
transfer restriction pursuant to Section 9[(b)] of this Plan, the Board may take
any action that it deems to be equitable under the circumstances or in the best
interests of the Corporation, including without limitation waiving or modifying
any limitation or requirement with respect to any award under this Plan.
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15. FOREIGN PARTICIPANTS. In order to facilitate the making of any award
or combination of awards under this Plan, the Board may provide for such special
terms for awards to Participants who are foreign nationals, or who are employed
by the Corporation or any Subsidiary outside of the United States of America, as
the Board may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. Moreover, the Board may approve such
supplements to, or amendments, restatements or alternative versions of, this
Plan as it may consider necessary or appropriate for such purposes without
thereby affecting the terms of this Plan as in effect for any other purpose;
PROVIDED, HOWEVER that no such supplements, amendments, restatements or
alternative versions shall include any provisions that are inconsistent with the
terms of this Plan, as then in effect, unless this Plan could have been amended
to eliminate the inconsistency without further approval by the stockholders of
the Corporation.
16. ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered by the
Board, which may delegate any or all of its authority hereunder to the
Committee. To the extent of any such delegation, references in this Plan to the
Board shall be deemed to refer to the Committee, unless the context requires
otherwise. A majority of the Board shall constitute a quorum, and the acts of
the members of the Board who are present at any meeting thereof at which a
quorum is present, or acts unanimously approved by the members of the Board in
writing, shall be the acts of the Board.
(b) The interpretation and construction by the Board of any provision of
this Plan or any agreement, notification or document evidencing the grant of
Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares,
Performance Shares or Performance Units, and any determination by the Board
pursuant to any provision of this Plan or any such agreement, notification
or document, shall be final and conclusive. No member of the Board shall be
liable for any such action taken or determination made in good faith.
17. AMENDMENTS AND OTHER MATTERS. (a) This Plan may be amended from time
to time by the Board; PROVIDED, HOWEVER except as expressly authorized by this
Plan, no such amendment shall increase the numbers of Common Shares specified in
Sections 3(a)(i) and 3(a)(ii) hereof or the number of Performance Units
specified in Section 3(b) hereof without the further approval of the
stockholders of the Corporation.
(b) With the concurrence of the affected Participant, the Board may
cancel any agreement evidencing Option Rights or any other award granted
under this Plan. In the event of any such cancellation, the Board may
authorize the granting of new Option Rights or other awards hereunder, which
may or may not cover the same number of Common Shares as had been covered by
the cancelled Option Rights or other award, at such Option Price, in such
manner and subject to such other terms, conditions and discretion as would
have been permitted under this Plan had the cancelled Option Rights or other
award not been granted.
(c) The Board may grant under this Plan any award or combination of
awards authorized under this Plan, including but not limited to Replacement
Option Rights, in exchange for the surrender and cancellation of an award
that was not granted under this Plan, including but not limited to an award
that was granted by the Corporation or a Subsidiary, or by another
corporation that is acquired by the Corporation or a Subsidiary by merger or
otherwise, prior to the adoption of this Plan by the Board, and any such
award or combination of awards so granted under this Plan may or may not
cover the same number of Common Shares as had been covered by the cancelled
award and shall be subject to such other terms, conditions and discretion as
would have been permitted under this Plan had the cancelled award not been
granted.
(d) This Plan shall not confer upon any Participant any right with
respect to continuance of employment with the Corporation or any Subsidiary
and shall not interfere in any way with any right that the Corporation or
any Subsidiary would otherwise have to terminate any Participant's
employment at any time.
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(e) To the extent that any provision of this Plan would prevent any
Option Right that was intended to qualify as a Tax-Qualified Option from so
qualifying, any such provision shall be null and void with respect to any
such Option Right; PROVIDED, HOWEVER that any such provision shall remain in
effect with respect to other Option Rights, and there shall be no further
effect on any provision of this Plan.
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