Exhibit 10.8
TETRA Technologies, Inc.
1990 STOCK OPTION PLAN
I. Purpose of the Plan
The TETRA Technologies, Inc. 1990 Stock Option Plan (the "Plan") is
intended to provide a means whereby certain key employees of TETRA Technologies,
Inc., a Delaware corporation (the "Company"), and its Affiliates (as defined
below) may develop a sense of proprietorship and personal involvement in the
development and financial success of the Company and its Affiliates, and to
encourage them to remain with and devote their best efforts to the business of
the Company and its Affiliates, thereby advancing the interests of the Company
and its stockholders. Accordingly, the Company may make awards ("Awards") to
certain employees in the form of stock options ("Options") with respect to
shares of the Company's common stock, par value $0.01 per share ("Stock"), and
in the form of stock appreciation rights ("Rights"). Options may either be
nonqualified stock options ("Nonqualified Options") or options ("Incentive Stock
Options") which are intended to qualify as incentive stock options under Section
422A of the Internal Revenue Code of 1986, as amended (the "Code"). Rights may
be granted either separately or in tandem with Options. For purposes of the
Plan, an "Affiliate" shall be any corporation which is a parent or subsidiary
corporation of the Company within the meaning of Section 424 of the Code.
II. Administration
The Plan shall be administered by the Board of Directors of the Company
(the "Board") or such committee of members of the Board as the Board may appoint
(the "Committee"); provided that so long as the Company is subject to the
reporting requirements of the Securities Exchange Act of 1934 ("1934 Act"), the
members of the Committee shall be "disinterested persons" within the meaning of
paragraph (d)(3) of Rule 16b-3 which has been adopted by the Securities and
Exchange Commission under the 1934 Act, as such Rule or its equivalent is then
in effect ("Rule 16b-3"). Committee members may resign at any time by delivering
written notice to the Board. Vacancies in the Committee, however caused, shall
be filled by the Board. The Committee is authorized to interpret the Plan and
may from time to time adopt such rules and regulations, not inconsistent with
the provisions of the Plan, as it may deem advisable to carry out the Plan. The
Committee shall act by a majority of its members in office and the Committee may
act either by vote at a telephonic or other meeting or by a memorandum or other
written instrument signed by all of the members of the Committee.
The Committee shall have the sole authority to determine the terms and
provisions of the Option agreements and Rights agreements (collectively, the
"Agreements") entered into in connection with Awards under the Plan; to prepare
and distribute, in such manner as the Committee determines to be appropriate,
information about the Plan; and to make all other determinations deemed
necessary or advisable for the administration of the Plan. The Committee may
vary the terms and provisions of the Agreements in its discretion.
The day-to-day administration of the Plan may be carried out by such
officers and employees of the Company as shall be designated from time to time
by the Committee. Members of the Committee shall not receive compensation for
their services as members, but all expenses and liabilities they incur in
connection with the administration of the Plan shall be borne by the Company.
The Committee may employ attorneys, consultants, accountants, appraisers,
brokers or other persons, and the Committee, the Board, the Company and the
officers and employees of the Company shall be entitled to rely upon the advice,
opinions or valuations of any such persons. The interpretation and construction
by the Committee of any provisions of the Plan or of any Award under the Plan
and any determination by the Committee under any provision of the Plan or any
such Award shall be final and conclusive for all purposes. Neither the Committee
nor any member thereof shall be liable for any act, omission, interpretation,
construction or determination made in connection with the Plan in good faith,
and the members of the Committee shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including counsel fees) arising therefrom to the full
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extent permitted by law. The members of the Committee shall be named as insureds
under any directors and officers liability insurance coverage that may be in
effect from time to time.
The Committee shall have authority to grant Options, to determine the
purchase price of the Stock covered by each Option (the "Exercise Price"), the
term of each Option, the key employees to whom, and the times at which, Options
shall be granted, whether the Option shall be a Nonqualified Option or an
Incentive Stock Option and the number of shares to be covered by each Option; to
determine which Options shall be accompanied by Rights; and to grant Rights
without or in tandem with accompanying Options, to determine the key employees
to whom, and the time or times at which, such Rights shall be granted, and the
Exercise Price of, the term of, and the number of shares of Stock subject to a
Right. All decisions made by the Committee in selecting the persons to whom
Awards shall be granted, in establishing the number of shares covered by each
Award and the other terms and provisions thereof, and in construing the
provisions of the Plan and the Agreements shall be final.
Only key employees of the Company and its Affiliates shall be eligible to
receive Awards under the Plan. In making an Award to an employee, the Committee
shall take into consideration the contribution the employee has made or may make
to the success of the Company or its Affiliates and such other considerations as
the Committee shall determine. The Committee shall also have the authority to
consult with and receive recommendations from officers and other employees of
the Company and its Affiliates with regard to these matters. In no event shall
any employee, his legal representatives, heirs, legatees, distributees, or
successors have any right to participate in the Plan, except to such extent, if
any, as the Committee shall determine.
III. Shares Subject to the Plan
The aggregate number of shares which may be issued under Awards granted
under the Plan shall not exceed 3,950,000 shares of Stock of the Company. Such
shares may consist of authorized but unissued shares of Stock or previously
issued shares reacquired by the Company. Any of such shares which remain unsold
and which are not subject to outstanding Awards at the termination of the Plan
shall cease to be subject to the Plan, but until termination of the Plan and the
expiration of all Awards granted under the Plan, the Company shall at all times
make available a sufficient number of shares to meet the requirements of the
Plan and the outstanding Awards. If any Award in whole or in part, expires or
terminates unexercised or is cancelled or forfeited, the shares theretofore
subject to such Award may again be subject to an Award granted under the Plan.
The aggregate number of shares which may be issued under Awards granted under
the Plan shall be subject to adjustment as provided in Article V hereof.
Exercise of an Award in any manner shall result in a decrease in the number of
shares of Stock which may thereafter be available for purposes of the Plan by
the number of shares as to which the Award is exercised or cancelled.
IV. Grants of Options and Rights
A. Options. Options granted under the Plan shall be of such type
(Nonqualified Option or Incentive Stock Option) and for such number of
shares of Stock and subject to such terms and conditions, which may
include without limitation the achievement of specific goals, as the
Committee shall designate. The Committee may grant Options at any time and
from time to time through, but not after, December 31, 2004 to any
individual eligible to receive the same.
No employee shall be eligible to receive any Incentive Stock
Option if, on the Grant Date (as defined below), such employee owns
(including ownership through the attribution provisions of Section 425 of
the Code), in excess of 10% of the outstanding voting stock of the Company
or an Affiliate unless the Exercise Price for the shares of Stock subject
to the Option is at least 110% of the Market Value Per Share of the shares
of Stock on the date the Option is granted (the "Grant Date").
To the extent that the aggregate Market Value Per Share
(determined at the Grant Date) of Stock with respect to which Incentive
Stock Options (determined without regard to this sentence) are exercisable
for the first time by any individual during any calendar year (under all
plans of the Company and its Affiliates) exceeds $100,000, such Options
shall be treated as Nonqualified Options (this sentence shall be applied
by taking Incentive Stock Options into account in the order in which they
were granted).
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B. Rights. A Right shall entitle the holder thereof to receive from
the Company an amount equal to the Market Value Per Share on the exercise
date, over the Exercise Price, multiplied by the total number of shares of
Stock for which the Right is exercised. The amount payable by the Company
upon the exercise of a Right may be paid in cash or in shares of Stock or
in any combination thereof as the Committee in its sole discretion shall
determine, but no fractional shares shall be issuable pursuant to any
Right. Rights may be granted by the Committee to any individual eligible
to receive the same at any time and from time to time through, but not
after, December 31, 2004. A Right may, but need not, relate to a specific
Option granted under this Plan. If a Right relates to a specific Option,
it may be granted either concurrently with the Option or at any time prior
to the exercise, termination, cancellation or expiration of such Option.
The Committee may fix such waiting periods, exercise dates or
other limitations as it shall deem appropriate with respect to Rights
granted under the Plan including, without limitation, the achievement of
specific goals; provided, however, that each Right granted hereunder shall
be exercisable only upon consent of the Committee; and provided further,
that and Right that relates to a specific Option shall be exercisable only
when and to the extent that the Option to which it relates is exercisable.
C. Terms of Options and Rights. Options and Rights granted pursuant
to this Plan shall be evidenced by Agreements that shall comply with and
be subject to the following terms and conditions and may contain such
other provisions, consistent with this Plan, as the Committee shall deem
advisable. Rights that relate to a specific Option, however, may be
evidenced by the Agreement setting forth the Option to which such Rights
relate, or an amendment thereto. References herein to an Agreement shall
include, to the extent applicable, any amendments to such Agreement.
1. Payment of Option Exercise Price. Upon exercise of an
Option, the full Exercise Price for the shares with respect to which
the Option is being exercised shall be payable to the Company (i) in
cash or by check payable and acceptable to the Company, (ii) subject
to the approval of the Committee, by tendering to the Company shares
of Stock owned by the optionee having an aggregate Market Value Per
Share as of the date of exercise and tender that is not greater than
the full Exercise Price for the shares with respect to which the
Option is being exercised and by paying any remaining amount of the
Exercise Price as provided in (i) above, or (iii) subject to such
instructions as the Committee may specify, at the optionee's written
request the Company may deliver certificates for the shares of Stock
for which the Option is being exercised to a broker for sale on
behalf of the optionee, provided that the optionee has irrevocably
instructed such broker to remit directly to the Company on the
optionee's behalf the full amount of the Exercise Price from the
proceeds of such sale. In the event that the optionee elects to make
payment as allowed under clause (ii) above, the Committee may, upon
confirming that the optionee owns the number of additional shares
being tendered, authorize the issuance of a new certificate for the
number of shares being acquired pursuant to the exercise of the
Option less the number of shares being tendered upon the exercise
and return to the optionee (or not require surrender of) the
certificate for the shares being tendered upon the exercise. Payment
instruments will be received subject to collection.
2. Number of Shares. Each Agreement shall state the total
number of shares of Stock that are subject to the Option and/or
Right.
3. Exercise Price. The Exercise Price for each Option and
Right shall be fixed by the Committee at the Grant Date, but in no
event may the Exercise Price per share be less than the Market Value
Per Share on the Grant Date.
4. Market Value Per Share. The "Market Value Per Share" as of
any particular date shall be determined by any fair and reasonable
means determined by the Committee, which may include, if the Stock
is listed for trading on a national or regional stock exchange, the
closing price quoted on such exchange which is published in The Wall
Street Journal reports for the day of the grant, or if no trade of
the Stock shall have been reported for such date, the closing price
quoted on such exchange which is published in The Wall Street
Journal reports for the next day prior thereto on which a trade of
the
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Stock was so reported, or if the shares are not so listed or
admitted to trading, the average of the highest reported bid and
lowest reported asked prices as furnished by the National
Association of Securities Dealers, Inc., through NASDAQ, or through
a similar organization if NASDAQ is no longer reporting such
information. If shares of the Stock are not listed or admitted to
trading on any exchange or quoted through NASDAQ or any similar
organization, the "Market Value Per Share" shall be determined by
the Committee in good faith using any fair and reasonable means
selected in its discretion.
5. Term. The term of each Option and/or Right shall be
determined by the Committee at the Grant Date; provided, however,
that each Option and/or Right shall, notwithstanding anything in the
Plan or an Agreement to the contrary, expire not more than ten years
from the Grant Date or, if earlier, the date specified in the
Agreement.
6. Date of Exercise. In the discretion of the Committee, each
Agreement may contain a provision not inconsistent with Article V.E.
stating that the Option and/or Right granted therein may not be
exercised in whole or in part for a period or periods of time
specified in such Agreement, subject to Article V.E., and except as
so specified therein, any Option or Right may be exercised in whole
at any time or in part from time to time during its term. The
Committee may, however, at any time, in its sole discretion amend
any outstanding Option or Right to accelerate the time that such
Option or Right shall be exercisable or to provide that the time for
exercising such Option or Right shall be accelerated upon the
occurrence of a specified event.
7. Termination of Employment. In the event that an
individual's employment with the Company and its Affiliates shall
terminate for reasons other than (i) retirement pursuant to a
retirement plan of the Company or one of its Affiliates
("retirement"), (ii) permanent disability or (iii) death, the
individual's Options and/or Rights shall be exercisable by him,
subject to subsections 5 and 6 above, only within three months after
such termination, but only to the extent the Option and/or Right was
exercisable immediately prior to such termination of employment,
unless the Committee, in its discretion and on an individual basis,
provides with respect to senior management and other key employees
that the Options and/or Rights granted to such employees remain
exercisable following termination of employment for the full term of
the Options and/or Rights
If, however, any termination of employment is due to
retirement or permanent disability, the individual shall have the
right, subject to the provisions of subsections 5 and 6 above, to
exercise any Option and/or any Right at any time within the 12
months after such termination of employment, but only to the extent
that the Option and/or Right was exercisable immediately prior to
such termination of employment.
Whether any termination of employment is due to
retirement or permanent disability and whether an authorized leave
of absence or absence on military or government service or for other
reasons shall constitute a termination of employment for the
purposes of the Plan shall be determined by the Committee.
If an individual shall die while entitled to exercise an
Option and/or Right, the individual's estate, personal
representative or beneficiary, as the case may be, shall have the
right, subject to the provisions of subsections 5 and 6 above, to
exercise the Option and/or Right, if any, at any time within 12
months from the date of the optionee's death, to the extent that the
optionee was entitled to exercise the same on the day immediately
prior to the optionee's death.
The Committee may, in its discretion, accelerate the
exercisability of all or part of an individual's Option and/or
Rights that are not exercisable as of the date of retirement,
permanent disability or death.
D. Individual Limits. No person may receive Options and Rights with
respect to more than 400,000 shares of Stock during any calendar year.
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E. The right of an individual to exercise an Option or Right shall
terminate to the extent that such Option or Right is exercised and, to the
extent that a Right relates to a specific Option, the exercise of the
Right shall terminate a corresponding portion of the related Option and,
conversely, to the extent that such optionee exercises the related Option,
a corresponding portion of such Right shall terminate.
F. Options and Rights may be granted under the Plan from time to
time in substitution for stock options and stock appreciation rights held
by employees of corporations who become key employees of the Company or of
any Affiliate as a result of a merger or consolidation of the employer
corporation with the Company or such Affiliate, or the acquisition by the
Company or an Affiliate of assets of the employer corporation or the
acquisition by the Company or an Affiliate of stock of the employer
corporation, with the result that such employer corporation becomes an
Affiliate.
V. Recapitalization or Reorganization
A. The existence of the Plan and the Awards granted hereunder shall
not affect in any way the right or power of the Board or the stockholders
of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of bonds,
debentures, preferred or prior preference stocks ahead of or affecting
Stock or the rights thereof, the dissolution or liquidation of the Company
or any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding.
B. The shares with respect to which Awards may be granted are shares
of Stock as presently constituted, but if, and whenever, prior to the
termination of the Plan or the expiration of an Award theretofore granted,
the Company shall effect a subdivision or consolidation of shares of Stock
or the payment of a stock dividend on Stock without receipt of
consideration by the Company, the remaining shares of Stock available
under the Plan and the number of shares of Stock with respect to which
such Award may thereafter be exercised (i) in the event of an increase in
the number of outstanding shares, shall be proportionately increased and
the Exercise Price per share shall be proportionately reduced, and (ii) in
the event of a reduction in the number of outstanding shares, shall be
proportionately reduced, and the Exercise Price per share shall be
proportionately increased.
C. Except as may otherwise be expressly provided in the Plan, the
issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class, for cash, property, labor
or services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of shares of
Stock available under the Plan or subject to Awards theretofore granted or
the Exercise Price per share of outstanding Awards.
D. If the Company effects a recapitalization or otherwise materially
changes its capital structure (both of the foregoing are herein referred
to as a "Fundamental Change"), then thereafter upon any exercise of an
Option theretofore granted the optionee shall be entitled to purchase
under such Option, in lieu of the number of shares of Stock as to which
such Option shall then be exercisable, the number and class of shares of
stock and securities to which the optionee would have been entitled
pursuant to the terms of the Fundamental Change if, immediately prior to
such Fundamental Change, the optionee had been the holder of record of the
number of shares of Stock as to which such Option is then exercisable.
E. If a Corporate Change (as defined below) shall occur, then as of
its Effective Date (as defined below) the Committee, acting in its sole
discretion without the consent or approval of any optionee, shall effect
one or more of the following Alternatives (as defined below) or a
combination of Alternatives with respect to all outstanding Awards.
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A "Corporate Change" shall have occurred if:
(i) the Company shall not be the surviving entity in any
merger or consolidation (or survives only as a subsidiary of another
entity),
(ii) the Company sells, exchanges, disposes or otherwise
transfers all or substantially all of its assets to any other person
or entity (other than a wholly-owned subsidiary),
(iii) any person or entity (including a "group" as
contemplated by Section 13(d)(3) of the 1934 Act) after the date
hereof acquires or gains ownership or control of (including, without
limitation, power to vote) more than 50% of the outstanding shares
of Stock,
(iv) the Company is to be dissolved and liquidated, or
(v) as a result of or in connection with a contested election
of directors, the persons who were directors of the Company before
such election shall cease to constitute a majority of the Board.
The "Effective Date" shall be a date selected by the Committee,
which (a) in the event of the occurrence of a Corporate Change specified
in clause (i), (ii) or (iv) above, shall be no later than a date
determined by the Committee to be far enough in advance of the date of
such Corporate Change to permit each optionee to exercise such optionee's
Options to purchase shares of Stock and participate therewith in such
Corporate Change or (b) in the event of the occurrence of a Corporate
Change specified in Clause (iii) or (v) above, shall be no later than
thirty days after such Corporate Change.
For purposes of the Corporate Changes described in (iii) and (v)
above, the "Committee" shall be either the Committee as constituted prior
to the occurrence of such Corporate Change or, if no Committee had been
appointed, the Board as constituted prior to the occurrence of such
Corporate Change.
The "Alternatives" are:
(1) In the case of a Corporate Change specified in clauses
(i), (ii) or (iv), the Committee may accelerate the time at which
Awards then outstanding may be exercised so that such Awards may be
exercised in full for a limited period of time on or before a
specified date fixed by the Committee, after which specified date
all unexercised Awards and all rights of optionees thereunder shall
terminate;
(2) The Committee may accelerate the time at which Awards then
outstanding may be exercised so that such Awards may be exercised in
full for their then remaining term; or
(3) The Committee may require the mandatory surrender to the
Company of outstanding Awards held by such optionees (irrespective
of whether such Awards are then exercisable under the provisions of
the Plan) as of a date, before or not later than sixty days after
such Corporate Change, specified by the Committee, and in such event
the Committee shall thereupon cancel such Awards and the Company
shall pay to each optionee an amount of cash equal to the excess of
the Market Value Per Share (determined as of the date such Corporate
Change is effective) of the aggregate shares of Stock subject to
such Award (whether or not then vested), over the aggregate Exercise
Price of such shares.
The Alternatives may be made conditional on the occurrence of any of
the Corporate Changes specified in clauses (i) through (v) above and may
vary among individual optionees. Notwithstanding the foregoing, the
Committee shall not select an Alternative (unless consented to be the
optionee) such that, if an optionee exercised his accelerated Award
pursuant to Alternative (1) or (2) and participated in a transaction
specified in clause (i), (ii) or (iv) or received cash pursuant to
Alternative (3), the Alternative would result in the optionee's owing any
money by virtue of operation of Section 16(b) of the 1934 Act. If all such
Alternatives have such a result, the Committee shall take such action,
which is hereby authorized, to put such
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optionees in as close to the same position as such optionee would have
been in had Alternative (1), (2) or (3) been selected but without
resulting in any payment by such optionee pursuant to Section 16(b) of the
1934 Act.
Notwithstanding the foregoing, (1) with the consent of the optionee,
the Committee may in lieu of the foregoing make such provision with
respect to any Corporate Change as it deems appropriate, and (2) in the
event that a Corporate Change described in Clauses (i), (ii) or (iii)
occurs, but such Corporate Change does not result in any effective change
in ownership or control of the Company, the Committee shall make such
adjustments in the designation and number of unpurchased shares subject to
this Plan, the number of shares subject to Awards outstanding under this
Plan, the Exercise Price specified in Awards outstanding under the Plan,
and such other terms and provisions of the Awards outstanding under this
Plan as the Committee may determine to be appropriate and equitable.
VI. Employee's Agreement
If, at the time of the exercise of any Award, in the opinion of
counsel for the Company, it is necessary or desirable, in order to comply with
any then applicable laws or regulations relating to the sale of securities, for
the individual exercising the Award to agree to hold any shares issued to the
individual for investment and without intention to resell or distribute the same
and for the individual to agree to dispose of such shares only in compliance
with such laws and regulations, the individual will, upon the request of the
Company, execute and deliver to the Company a further agreement to such effect.
VII. Withholding for Taxes
Any cash payment under the Plan shall be reduced by any amounts
required to be withheld or paid with respect thereto under all present or future
federal, state and local taxes and other laws and regulations that may be in
effect as of the date of each such payment ("Tax Amounts"). Any issuance of
Stock pursuant to the exercise of an Award under the Plan shall not be made
until appropriate arrangements have been made for the payment of any amounts
that may be required to be withheld or paid with respect thereto. Such
arrangements may, at the discretion of the Committee, include any arrangements
similar to those permissible for payment of the Exercise Price of Awards.
VIII. Termination of Authority to Grant Awards
No Awards will be made pursuant to this Plan after December 31,
2004.
IX. Amendment and Termination
The Board may from time to time and at any time alter, amend,
suspend, discontinue or terminate this Plan and any Awards hereunder; provided,
that no change in any Award theretofore granted may be made which would impair
the rights of the optionee, or cause the Plan to not satisfy the requirements of
Rule 16b-3, without the consent of such optionee.
X. Preemption by Applicable Laws and Regulations
Anything in the Plan or any Agreement entered into pursuant to the
Plan to the contrary notwithstanding, if, at any time specified herein or
therein for the making of any determination, the issuance or other distribution
of shares of Stock, the payment of consideration to an employee as a result of
the exercise of any Right, as the case may be, any law, regulation or
requirement of any governmental authority having jurisdiction in the premises
shall require either the Company or the employee (or the employee's
beneficiary), as the case may be, to take any action in connection with any such
determination, the shares then to be issued or distributed, or such payment, the
issue or distribution of such shares or the making of such determination or
payment, as the case may be, shall be deferred until such action shall have been
taken.
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XI. Miscellaneous
A. No Employment Contract. Nothing contained in the Plan shall be
construed as conferring upon any employee the right to continue in the
employ of the Company or any Affiliate.
B. Employment with Affiliates. Employment by the Company for the
purpose of this Plan shall be deemed to include employment by, and to
continue during any period in which an employee is in the employment of,
any Affiliate.
C. No Rights as a Stockholder. An employee shall have no rights as a
stockholder with respect to shares covered by such employee's Award until
the date of the issuance of shares to the employee pursuant thereto. No
adjustment will be made for dividends or other distributions or rights for
which the record date is prior to the date of such issuance.
D. No Right to Corporate Assets. Nothing contained in the Plan shall
be construed as giving any employee, such employee's beneficiaries or any
other person any equity or other interest of any kind in any assets of the
Company or any Affiliate or creating a trust of any kind or a fiduciary
relationship of any kind between the Company or an Affiliate and any such
person.
E. No Restriction on Corporate Action. Nothing contained in the Plan
shall be construed to prevent the Company or any Affiliate from taking any
corporate action that is deemed by the Company or such Affiliate to be
appropriate or in its best interest, whether or not such action would have
an adverse effect on the Plan or any Award made under the Plan. No
employee, beneficiary or other person shall have any claim against the
Company or any Affiliate as a result of any such action.
F. Non-assignability. Neither an employee nor an employee's
beneficiary shall have the power or right to sell, exchange, pledge,
transfer, assign or otherwise encumber or dispose of such employee's or
beneficiary's interest arising under the Plan or any Award received under
the Plan; nor shall such interest be subject to seizure for the payment of
an employee's or beneficiary's debts, judgments, alimony, or separate
maintenance or be transferable by operation of law in the event of an
employee's or beneficiary's bankruptcy or insolvency and to the extent any
such interest arising under the Plan or an Award received under the Plan
is awarded to a spouse pursuant to any divorce proceeding, such interest
shall be deemed to be terminated and forfeited notwithstanding any vesting
provisions or other terms herein or in the agreement evidencing such
Award.
G. Application of Funds. The proceeds received by the Company from
the sale of shares pursuant to the Plan will be used for general corporate
purposes.
H. Governing Law; Construction. All rights and obligations under the
Plan shall be governed by, and the Plan shall be construed in accordance
with, the laws of the State of Delaware without regard to the principles
of conflicts of laws. Titles and headings to Sections herein are for
purposes of reference only, and shall in no way limit, define or otherwise
affect the meaning or interpretation of any provisions of the Plan.
Adopted effective as of January 1, 1990, as amended through January
5, 2001.
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