EXHIBIT 10.15
ROBERT HALF INTERNATIONAL INC.
1993 INCENTIVE PLAN
1. PURPOSES. The principal purposes of the Robert Half
International Inc. 1993 Incentive Plan (the "Plan") are: (a) to improve
individual employee performance by providing long-term incentives and rewards
to key employees of the Company, (b) to assist the Company in attracting,
retaining and motivating key employees with experience and ability, and (c)
to align the interests of such employees with those of the Company's
stockholders.
2. DEFINITIONS. Unless the context clearly indicates otherwise,
the following terms, when used in this Plan, shall have the meanings set
forth below:
(a) "Administrator" means a committee of the Board of Directors of
the Company, the composition and the size of which shall cause such
Administrator to be "disinterested" within the meaning of the General Rules
and Regulations promulgated pursuant to Section 16 of the Exchange Act.
Unless otherwise determined by the Board of Directors, the Administrator
shall be the Compensation Committee of the Board of Directors.
(b) "Board" means the Board of Directors of the Company.
(c) "Change in Control" means the occurrence of any of the
following:
(i) A Schedule 13D or 13G is filed pursuant to the Exchange
Act indicating that any person or group (as such terms are defined in Section
13(d)(3) of the Exchange Act) has become the holder of more than forty
percent (40%) of the outstanding Voting Shares. For purposes of calculating
the percentage of Voting Shares, such person or group, but no other person or
group, shall be deemed the owner of any Voting Shares which such person or
group may acquire upon conversion of securities or upon the exercise of
options, warrants or rights.
(ii) As a result of or in connection with any cash tender
offer, merger, or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of
the Company just prior to such event shall cease within one year to
constitute a majority of the Board.
(iii) The Company's stockholders approve a definitive
agreement providing for a transaction in which
the Company will cease to be an independent publicly-owned corporation.
(iv) The stockholders of the Company approve a definitive
agreement (i) to merge or consolidate the Company with or into another
corporation in which the holders of the Stock immediately before such merger
or reorganization will not, immediately following such merger or
reorganization, hold as a group on a fully-diluted basis both the ability to
elect at least a majority of the directors of the surviving corporation and
at least a majority in value of the surviving corporation's outstanding
equity securities, or (ii) to sell or otherwise dispose of all or
substantially all of the assets of the Company.
(v) An Offer is made by a person or group (as such terms are
defined in Section 13(d)(3) of the Exchange Act) and such Offer has resulted
in such person or group holding an aggregate of forty percent (40%) or more
of the outstanding Voting Shares. For purposes of this Section 1(c)(v),
Voting Shares held by such person or group shall be calculated in accordance
with the last sentence of Section 1(c)(i) hereof.
(d) "Common Stock" or "Stock" means Robert Half International Inc.
Common Stock, par value $1.001 per share.
(e) "Company" means Robert Half International Inc., its divisions
and direct and indirect subsidiaries.
(f) "Continuous Employment" means employment with the Company or
any Subsidiary without any termination or leave of absence, except for a
leave of absence approved by the Company or any Subsidiary which is less than
six consecutive months in duration.
(g) "Disability" or "Disabled" shall mean (i) a physical or mental
condition which, in the judgment of the Administrator based on competent
medical evidence satisfactory to the Administrator (including, if required by
the Administrator, medical evidence obtained by an examination conducted by a
physician selected by the Administrator), renders Holder unable to engage in
any substantial gainful activity for the Company and which condition is
likely to result in death or to be of long, continued and indefinite
duration, or (ii) a judicial declaration of incompetence.
(h) "Eligible Employee" means an employee of the Company or any
Subsidiary (including an employee who is a director and/or officer) who, as
determined by the Administrator in its sole discretion, has and exercises
management functions and responsibilities.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(j) "Fair Market Value" means the closing sales price on the New
York Stock Exchange or the NASDAQ National Market System, as the case may be,
on the date the value is to be determined as reported in THE WALL STREET
JOURNAL (Western Edition). If there are no trades on such date, the closing
price on the latest preceding business day upon which trades occurred shall
be the Fair Market Value. If the Stock is not listed in the New York Stock
Exchange or quoted on the NASDAQ National Market System, the Fair Market
Value shall be determined in good faith by the Administrator.
(k) "Grant" shall mean an Option or a Restricted Stock Award.
(l) "Grant Date" means the date a Grant is made under the Plan.
(m) "Holder" means the recipient of a Grant pursuant to this Plan.
(n) "Issue Date" means the date on which shares of Stock subject to
a Restricted Stock Award are issued or transferred by the Company to the
account of an Eligible Employee who has received such grant.
(o) "Minimum Withholding Taxes" means any applicable federal, state
and local income and other employment taxes which the Company is required to
withhold in connection with (i) the lapse of restrictions on Stock subject to
a Restricted Stock Award, (ii) the exercise of an Option, or (iii) the making
of an election under Section 83(b) of the Internal Revenue Code with respect
to a Restricted Stock Award.
(p) "Offer" means a tender offer or an exchange offer for the
Company's Stock.
(q) "Option" or "Stock Option" means a right granted under the Plan
to a Holder to purchase shares of Common Stock at a fixed price for a
specified period of time.
(r) "Option Price" means the price at which a share of Common Stock
covered by an Option granted hereunder may be purchased.
(s) "Optionee" means an Eligible Employee who has received a Stock
Option granted under the Plan.
(t) "Restricted Stock Award" means a grant described in Section 6
of the Plan.
(u) "Securities Act" means the Securities Act of 1933, as amended.
(v) "Subsidiary" means a "subsidiary" corporation as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended.
(w) "Vested" means that portion of a Grant with respect to which
the Vesting Date has arrived or passed.
(x) "Vesting Date" means the date specified in Section 5 or 6
hereof, as the case may be, or such other date as shall be established by the
Administrator or otherwise on the Grant Date or thereafter.
(y) "Voting Shares" means the outstanding shares of the Company
entitled to vote for the election of Directors.
3. STOCK AVAILABLE. The number of shares of Stock for which
Grants may be made during any calendar year shall be that number which is
equal to 1.5% of the number of issued and outstanding shares of Common Stock
of the Company (excluding treasury shares) as of January 1 of such year
(January 1, 1993, in the case of the first year). Any shares of Common Stock
covered by Options which have terminated or expired prior to exercise or have
been cancelled without value shall not be counted against the annual limit
and shall be available for further grants hereunder and shares constituting
the portion of a Restricted Stock Award that is forfeited before any
dividends are paid upon such forfeited shares shall not be counted against
the annual limit and shall be available for further grants hereunder. The
foregoing number of shares available for Grants shall be subject to any
adjustments which may be made pursuant to Section 12 hereof. Shares of Stock
used for Options may be either shares of authorized but unissued Common Stock
or treasury shares or both. Shares of Stock used for Restricted Stock Awards
shall be treasury shares to the extent that treasury shares are available,
and, if no treasury shares are available, Restricted Stock Awards shall be
authorized but unissued Common Stock.
4. PARTICIPANTS. From time to time the Administrator shall, in
its sole discretion, but subject to all of the provisions of the Plan,
determine which Eligible Employees will be given Grants under the Plan, the
number of Options or shares of Restricted Stock to be granted to each such
Eligible Employee and the terms, conditions and restrictions of each such
Grant. In making such determinations, the Administrator shall take into
account the nature of services rendered and to be rendered by the respective
recipients, their present and potential contribution to the Company's success
and such other factors
as the Administrator in its discretion deems relevant to the accomplishment
of the purposes of the Plan. In any year, the Administrator may approve
Options to Eligible Employees subject to differing terms and conditions and
Restricted Stock Awards to Eligible Employees subject to differing terms and
conditions. During any calendar year, the number of shares of Stock with
respect to which Options or Restricted Stock are granted to any one
individual may not exceed 75% of the number of shares of Stock available for
Grants during 1994, subject to adjustment pursuant to Section 12 hereof.
5. OPTIONS. Each Option granted hereunder shall be in writing and
shall contain such terms and conditions as the Administrator may determine,
subject to the following:
(a) PRICE. The Option Price shall be not less than 85% of the Fair
Market Value of Common Stock on the Grant Date.
(b) TERM AND EXERCISE. Options granted hereunder shall have a term
of no longer than ten years from the Grant Date. An Option may be exercised
only as to those portions of the Option that have Vested. Stock Options must
be exercised for full shares of Common Stock.
(c) INCENTIVE STOCK OPTIONS. No Option granted hereunder shall be
deemed an Incentive Stock Option (as such term is defined in the Internal
Revenue Code) unless (a) such Option is designated as an Incentive Stock
Option at the time of grant by the Administrator and (b) such Option
otherwise meets the requirements for Incentive Stock Options specified in the
Internal Revenue Code. However, no Option designated as an Incentive Stock
Option shall contain any restrictions upon the ability of the Holder to
dispose of Stock acquired upon the exercise thereof other than as provided
elsewhere in this Plan. During the life of the Plan, the total number of
shares for which Incentive Stock Options may be granted may not exceed ten
times the number of shares available for Grants under the Plan during the
first calendar year in which the Plan is in effect.
(d) VESTING. Unless otherwise determined by the Administrator on
the Grant Date, each Option shall Vest as to twenty-five percent (25%) of the
Stock covered by such Option on each of the first through fourth
anniversaries of the Grant Date. Notwithstanding the foregoing, the
Administrator may accelerate Vesting, in whole or in part, under such terms
and conditions as the Administrator deems appropriate.
(e) EXERCISE OF OPTION. To exercise an Option, the Holder shall
give written notice of exercise to the Company, specifying the number of
shares of Common Stock to be purchased and identifying the specific Options
that are being exercised. From time to time the Administrator may
establish procedures relating to such exercises. An Option is exercisable
during a Holder's lifetime only by the Holder or, with respect to options
that are not designated as Incentive Stock Options, under such other
circumstances as may be permitted by Rule 16b-3, or any successor rule, under
the Exchange Act and all interpretations of the staff of the Securities and
Exchange Commission thereunder.
(f) PAYMENT OF OPTION PRICE. The purchase price for Options being
exercised must be paid in full at time of exercise. Payment shall be, at the
option of the holder at the time of exercise, by any combination of cash,
check or delivery of shares of Common Stock that have been owned by Holder
for at least six months. If all or a portion of the purchase price is paid
by delivery of shares, the shares shall be valued at the Fair Market Value of
such shares on the date of exercise. In addition, the Administrator may, in
its discretion, authorize payment of the Option Price and of Minimum
Withholding Taxes by (i) full recourse promissory note (secured or
unsecured), payable on such terms and bearing such interest as the
Administrator may determine or (ii) delivery (on a form acceptable to the
Administrator) of an irrevocable direction to a securities broker to sell
shares of Common Stock and to deliver part of the sales proceeds to the
Company in payment of the full exercise price and Minimum Withholding Taxes
and receipt of written confirmation from the securities broker of receipt of
such irrevocable direction, the number of shares sold, the price at which
sold and the date of sale.
(g) NONTRANSFERABILITY OF OPTIONS. Options are not transferable
except by will, by the laws of descent and distribution, or, with respect to
options that are not designated as Incentive Stock Options, pursuant to a
qualified domestic relations order or under such other circumstances as may
be permitted by Rule 16b-3, or any successor rule, under the Exchange Act and
all interpretations of the staff of the Securities and Exchange Commission
thereunder.
(h) DISPOSITION OF ACQUIRED STOCK. No share of Stock acquired upon
the exercise of an Option may be sold, assigned, pledged, transferred or
otherwise conveyed in any manner until six months after the Grant Date for
such Option.
6. RESTRICTED STOCK AWARDS. Each Restricted Stock Award made
under the Plan shall contain the following terms, conditions and restrictions
and such additional terms, conditions and restrictions as may be determined
by the Administrator at the time of grant.
(a) RIGHTS WITH RESPECT TO SHARES OF STOCK. Upon written
acceptance by the Eligible Employee of restrictions
and other terms and conditions described in the Plan and in the instrument
evidencing such Restricted Stock Award, the Eligible Employee shall be a
Holder, and the Company shall cause to be issued or transferred to the name
of the Holder a certificate or certificates for the number of shares of Stock
granted. From and after the Issue Date, the Holder shall have absolute
ownership of such shares of Stock, including the right to vote and to receive
dividends thereon, subject to the terms, conditions and restrictions
described in the Plan and in the instrument evidencing the grant of such
Restricted Stock Award.
(b) RESTRICTIONS ON TRANSFER. Shares covered by a Restricted Stock
Award may not be sold, assigned, pledged, transferred or otherwise conveyed
in any manner until the later of (i) the Vesting Date for such shares and
(ii) six months after the Grant Date for such shares.
(c) VESTING. Unless otherwise determined by the Administrator on
the Grant Date, each Restricted Stock Award shall Vest as to twenty-five
percent (25%) of the Stock covered by such grant on each of the first through
fourth Vesting Dates which occur following the related Grant Date of such
Restricted Stock Award. Notwithstanding the foregoing, the Administrator may
accelerate the lapsing of restrictions on a Restricted Stock Award, in whole
or in part under such terms and conditions as the Administrator deems
appropriate.
(d) AUTOMATIC VESTING IN SPECIAL CIRCUMSTANCES. Any provisions
herein to the contrary notwithstanding, a Restricted Stock Award shall
automatically become Vested upon (a) the Death or Disability of the Holder or
(b) the occurrence of a Change in Control.
(e) AGREEMENT BY HOLDER REGARDING WITHHOLDING TAXES. Each Holder
granted a Restricted Stock Award shall represent in writing that such Holder
acknowledges that, with respect to each Restricted Stock Award held by such
Holder, (i) Minimum Withholding Taxes shall be due with respect to shares of
Stock covered by such award, (ii) payment of Minimum Withholding Taxes to the
Company is the responsibility of Holder and (iii) payment of such Minimum
Withholding Taxes may require a significant cash outlay by Holder.
(f) ELECTION TO RECOGNIZE GROSS INCOME IN THE YEAR OF GRANT. If
any Holder properly elects within thirty (30) days of the Grant Date to
include in gross income for federal income tax purposes an amount equal to
the fair market value of the shares of Stock on the Grant Date, such Holder
shall pay in cash to the Company in the calendar month of such Grant Date, or
make arrangements satisfactory to the Administrator to pay to the Company,
any Minimum
Withholding Taxes required to be withheld with respect to such shares.
(g) CONSIDERATION. Recipients of Restricted Stock Awards made in
treasury shares shall not be required to pay any consideration to the
Company. Recipients of Restricted Stock Awards made in the form of
previously unissued shares shall be required to pay such minimum
consideration, if any, as may be required by applicable law. The
Administrator shall determine the form of consideration at the time of the
award, which may include services rendered prior to the award.
(h) PERFORMANCE CONDITIONS. If so determined by the Administrator,
any grant of Restricted Shares shall be made subject to a Performance
Condition in addition to any vesting requirements imposed upon such grant.
Such Performance Condition shall operate as specified in this paragraph (h).
(1) As used in this paragraph (h), the following terms shall have
the indicated meanings:
CERTIFICATION DATE means the date that the Administrator makes its
written certification of a Final Restricted Stock Award.
EPS means fully diluted earnings per share, determined in
accordance with generally accepted accounting principles. For purposes of the
foregoing sentence, earnings shall mean income before extraordinary items,
discontinued operations and cumulative effect of changes in accounting
principles and after full accrual for the bonuses paid under this Plan.
EPS RATIO means the result obtained by dividing Preliminary EPS by
Target EPS.
FINAL RESTRICTED STOCK AWARD means the product of the Multiplier
and the Original Restricted Stock Award.
MEASUREMENT YEAR means (a) in the case of a grant made in the
first fiscal quarter of a fiscal year, that fiscal year or (b) in the case of
a grant made in the second, third or fourth quarters of a fiscal year, the
subsequent fiscal year.
MULTIPLIER means (a) the sum of 0.1 and the EPS Ratio, if the EPS
Ratio is greater than or equal to 0 and less than 0.9, (b) 1, if the EPS
Ratio is greater than or equal to 0.9, or (c) 0, if the EPS Ratio is less
than 0.
NINE-MONTH PERIOD means the first three fiscal quarters of the
Measurement Year.
ORIGINAL RESTRICTED STOCK AWARD means the number of shares
initially granted pursuant to a Restricted Stock Award made subject to a
Performance Condition.
PRELIMINARY EPS means 1.334 multiplied by EPS for a Nine-Month
Period.
TARGET EPS means the EPS goal set with respect to a Restricted
Stock Award made subject to a Performance Condition.
(2) A Restricted Stock Award shall be subject to a Performance
Condition only if the Administrator makes such a determination on the Grant
Date.
(3) If a Restricted Stock Award is made subject to a Performance
Condition, the Administrator shall, not later than the end of the second
calendar month of the Measurement Year, determine the Target EPS for such
award.
(4) After the public release by the Company of its unaudited
results for the third fiscal quarter of the Measurement Year, the Chief
Financial Officer shall, with respect to each Restricted Stock Award made
subject to a Performance Condition, (a) calculate the Preliminary EPS, (b)
determine the Multiplier, (c) calculate the Final Restricted Stock Award, and
(d) deliver such calculation to the Administrator.
(5) The Administrator shall, prior to the end of the Measurement
Year, review the information submitted by the Chief Financial Officer and
certify, in writing, each Final Restricted Stock Award.
(6) To the extent that a Final Restricted Stock Award is less
than the Original Restricted Stock Award, the number of shares of the
Original Restricted Stock Award representing the difference shall be
forfeited by the Holder. The Final Restricted Stock Award shall bear the same
vesting schedule as the Original Restricted Stock Award, and on each Vesting
Date the percentage of the Final Restricted Stock Award that vests shall be
the same as the percentage of the Original Restricted Stock Award that would
have vested had no shares been forfeited as a result of the performance
condition.
(7) If all or a portion of a Restricted Stock Award made subject
to a Performance Condition shall vest prior to the Certification Date by
reason of death, Disability or a Change in Control, then the Performance
Condition shall be cancelled and none of such shares shall be subject to
reduction or forfeiture as provided by the Performance Condition. Such shares
shall be released to Holder in accordance with the terms of this plan
relating to vested shares.
(8) If all or a portion of a Restricted Stock Award made subject
to a Performance Condition shall vest prior to the Certification Date for any
reason other than death, Disability or a Change in Control, no shares shall
be released to the Holder until after the Certification Date. No such vesting
prior to the Certification Date shall in any way be deemed a satisfaction,
waiver or cancellation of the Performance Condition, and such Restricted
Stock Award shall remain subject to reduction and forfeiture as provided by
the Performance Condition.
7. WITHHOLDING TAXES. In order to enable the Company to meet any
applicable foreign, federal (including FICA), state and local withholding tax
requirements, a Holder shall be required to pay the Minimum Withholding
Taxes. No share of stock will be delivered to any Holder until Minimum
Withholding Taxes have been paid. At the option of the Holder, withholding
taxes may be paid by reduction in the number of shares deliverable to Holder
(in the case of an Option) or by surrendering a portion of the Restricted
Stock Award to the Company (in either case "Share Reduction"); provided,
however, that Share Reduction may not be used within six months of the Grant
Date. If withholding taxes are paid by Share Reduction, such shares shall be
valued at the Fair Market Value as of the date of exercise or vesting. A
Holder may elect to have additional shares withheld above the amount required
to satisfy Minimum Withholding Taxes. However, total Share Reduction may not
exceed the total taxes that Holder will have to pay (assuming Federal and
state taxes are imposed at his marginal rate) by reason of the exercise or
vesting. In the event that Minimum Withholding Taxes are not paid by Holder,
to the extent permitted by law the Company shall have the right, but not the
obligation, to cause such withholding taxes to be satisfied by Share
Reduction or by offsetting such withholding taxes against amounts otherwise
due from the Company to the Holder.
8. RESTRICTIVE LEGENDS; TRANSFER RESTRICTIONS; CUSTODY. So long
as any restrictions or obligations imposed pursuant hereto shall apply to a
share of Stock (including, but not limited to, the restrictions or
obligations imposed pursuant to Sections 5(f), 5(h), 6(b), 6(e), 6(f) and 7
hereof), each certificate evidencing such share shall bear an appropriate
legend referring to the terms, conditions and restrictions. In addition, the
Company may instruct its transfer agent that shares of Stock evidenced by
such certificates may not be transferred without the written consent of the
Company. Any attempt to dispose of such shares of Stock in contravention of
such terms, conditions and restrictions shall be invalid. Certificates
representing shares that have not Vested or with respect to
which Minimum Withholding Taxes have not been paid will be held in custody by
the Company or such bank or other institution designated by the Administrator.
9. TERMINATION OF CONTINUOUS EMPLOYMENT. If the Holder's
Continuous Employment with the Company or any Subsidiary shall terminate for
any reason, then, with respect to any portion of a Grant that has not Vested
prior to or concurrently with such termination (a) in the case of an Option,
all rights to such portion that has not Vested shall terminate and (b) in the
case of a Restricted Stock Award, all rights to the shares covered by any
portion thereof that has not Vested shall be forfeited; provided, however,
that the Administrator, in its sole discretion within ninety (90) days of
such termination of Continuous Employment, may notify the Holder in writing
that the Holder's rights in such portion that has not Vested will not
terminate or be forfeited and that the Holder shall continue to be the owner
thereof, subject to such continuing restrictions as the Administrator may
prescribe in such notice. Options then held by the Holder which are Vested
at the date of termination shall continue to be exercisable by the Holder,
or, if applicable, Holder's estate, until the earlier of 90 days after such
date or the expiration of such Options in accordance with their terms.
Notwithstanding the foregoing, (i) the Administrator may in its sole
discretion extend the period during which an Option may be exercised
following termination of employment at any time, provided that any such
extension does not exceed the Option's normal termination date, and (ii) if
exercise of an Option during the 90-day period described in the previous
sentence would subject the Holder to liability under Section 16 of the
Exchange Act, such Option shall be exercisable until the earliest of (a) its
normal termination date and (b) seven months after the last transaction in
Common Stock by the Holder prior to termination.
10. ADMINISTRATION. The Plan shall be administered by the
Administrator, which shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan as the
Administrator deems necessary or advisable. The Administrator's powers
include, but are not limited to (subject to the specific limitations
described herein), authority to determine the employees who shall receive
Grants under the Plan, determine the size and applicable terms and conditions
of Grants to be made to such employees, determine the time when Grants will
be made and authorize Grants to Eligible Employees.
The Administrator's interpretations of the Plan, and all actions
taken and determinations made by the Administrator concerning any matter
arising under or with
respect to the Plan or any Grants hereunder, shall be final, binding and
conclusive on all interested parties. The Administrator may delegate
ministerial functions hereunder, such delegation to be subject to such terms
and conditions as the Administrator in its discretion shall determine. The
Administrator may as to all questions of accounting rely conclusively upon
any determinations made by the independent public accountants of the Company.
11. COMPLIANCE WITH SECURITIES LAWS. No Option may be exercised
and no Stock may be issued pursuant to an Option or transferred pursuant to a
Restricted Stock Award unless the Administrator shall determine that such
exercise, issuance or transfer complies with all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange Act,
applicable state securities laws, and rules and regulations promulgated under
each of the foregoing, and the requirements of any stock exchange upon which
the Stock may then be listed or quotation system upon which the Stock may be
quoted, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. If the Stock subject to this Plan
is not registered under the Securities Act and under applicable state
securities laws, the Administrator may require that the Holder deliver to the
Company such documents as counsel for the Company may determine are necessary
or advisable in order to substantiate compliance with applicable securities
laws and the rules and regulations promulgated thereunder.
12. ADJUSTMENT FOR CHANGE IN STOCK SUBJECT TO PLAN. In the event
of any change in the outstanding shares of Common Stock by reason of any
stock split, stock dividend, recapitalization, merger, consolidation,
combination, spin-off or exchange of shares or other similar corporate
change, appropriate adjustments shall be made by the Administrator in the
number of shares of Stock subject to this Plan, the number of shares of Stock
covered by each Grant and, in the case of Options, the Option Price of such
Option. Any such adjustment shall be determined by the Administrator in its
sole discretion, which determination shall be conclusive and binding for all
purposes of the Plan. Any new or additional Stock to which a Holder of a
Restricted Stock Award may be entitled shall be subject to all the terms and
conditions set forth in Section 6 of this Plan. If fractional shares become
due to any Holder as a result of any adjustment, the Company may, at its
option, pay cash in lieu thereof.
13. NO RIGHTS TO GRANTS OR EMPLOYMENT. No employee or other
person shall have any claim or right to a Grant under the Plan. Receipt of a
Grant under the Plan shall not give an employee any rights to receive any
other Grant under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any employee any right to be retained in the
employ of the Company or any Subsidiary.
14. RIGHTS AS SHAREHOLDER. A Holder under the Plan shall have no
rights as a holder of Common Stock with respect to Options granted hereunder,
unless and until certificates for shares of Common Stock are issued to such
Holder.
15. PLAN UNFUNDED. The Plan shall be unfunded. Except for
reserving a sufficient number of authorized shares to the extent required by
law to meet the requirements of the Plan, the Company shall not be required
to establish any special or separate fund or to make any other segregation of
assets to assure the payment of any grant under the Plan.
16. NO ASSIGNMENT. Except as specifically provided by law
(including the laws of descent and distribution) and elsewhere herein, no
right or benefit under, or interest in, the Plan shall be subject to
assignment, and no such right, benefit or interest shall be subject to
attachment or legal process for or against Holder or his or her
beneficiaries, as the case may be.
17. GOVERNING LAW. This Plan shall be governed by and construed
in accordance with the laws of the State of Delaware.
18. INDEMNIFICATION OF ADMINISTRATOR. Members of the group
constituting the Administrator shall be indemnified for actions with respect
to the Plan to the fullest extent permitted by the Certificate of
Incorporation, as amended, and the By-laws of the Company and by the terms of
any indemnification agreement that has been or shall be entered into from
time to time between the Company and any such persons.
19. HEADINGS. The headings used in this Plan are for convenience
only, and shall not be used to construe the terms and conditions of the Plan.
20. AMENDMENT. The Administrator may, at any time, amend, suspend
or terminate the Plan, in whole or in part, provided that no such action
shall adversely affect any rights or obligations with respect to any Grants
theretofore made hereunder. The Administrator may amend or cancel the terms
and conditions of any outstanding Grant, determine whether cash will be paid
or Grants will be made in replacement of, or as alternatives to, outstanding
Grants or grants under any other incentive compensation plan; provided,
however, that no such change shall be adverse to the Holder thereof without
such Holder's consent.
21. EFFECTIVE DATE, TERMINATION. This Plan shall become effective
upon approval by the stockholders of the Company, and shall remain in effect
until terminated by the Board of Directors or Administrator.