DELUXE CORPORATION STOCK INCENTIVE PLAN
(AS AMENDED)
SECTION 1. PURPOSE.
The purpose of the plan is to promote the interests of the Company and its
shareholders by aiding the Company in attracting management personnel capable of
assuring the future success of the Company, by offering such personnel
incentives to put forth maximum efforts for the success of the Company's
business, and by affording such personnel an opportunity to acquire a
proprietary interest in the Company.
SECTION 2. DEFINITIONS.
As used in the plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in each case as
determined by the committee.
(b) "Award" shall mean any option, stock appreciation right, restricted
stock, restricted stock unit, performance award, dividend equivalent or other
stock-based award granted under the plan.
(c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any award granted under the plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any regulations promulgated thereunder.
(e) "Committee" shall mean a committee of the board of directors of the
Company designated by such board to administer the plan, which shall consist of
members appointed from time to time by the board of directors and shall be
comprised of not fewer than such number of directors as shall be required to
permit the plan to satisfy the requirements of Rule 16b-3. Each member of the
committee shall be a "disinterested person" within the meaning of Rule 16b-3 and
an "outside director" within the meaning of Section 162(m) of the Code.
(f) "Company" shall mean DELUXE CORPORATION, a Minnesota corporation, and
any successor corporation.
(g) "Dividend Equivalent" shall mean any right granted under Section 6(e)
of the plan.
(h) "Eligible Person" shall mean any employee (as determined by the
committee) providing services to the Company or any affiliate who the committee
determines to be an eligible person. A non-employee director shall not be an
eligible person.
(i) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the committee.
(j) "Incentive Stock Option" shall mean an option granted under Section
6(a) of the plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision.
(k) "Non-Employee Director" shall have the meaning provided in Section 7.1
of the plan.
(l) "Non-Qualified Stock Option" shall mean an option granted under
Section 6(a) of the plan that is not intended to be an incentive stock option.
(m) "Option" shall mean an incentive stock option or a non-qualified stock
option.
(n) "Other Stock-Based Award" shall mean any right granted under Section
6(f) of the plan.
(o) "Participant" shall mean an eligible person designated to be granted
an award under the plan.
(p) "Performance Award" shall mean any right granted under Section 6(d) of
the plan.
(q) "Person" shall mean any individual, corporation, partnership,
association or trust.
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(r) "Plan" shall mean this stock incentive plan, as amended from time to
time.
(s) "Restricted Stock" shall mean any share granted under Section 6(c) of
the plan.
(t) "Restricted Stock Unit" shall mean any unit granted under Section 6(c)
of the plan evidencing the right to receive a share (or a cash payment equal to
the fair market value of a share) at some future date.
(u) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation.
(v) "Shares" shall mean shares of common stock, $1.00 par value, of the
Company or such other securities or property as may become subject to awards
pursuant to an adjustment made under Section 4(c) of the plan.
(w) "Stock Appreciation Right" shall mean any right granted under Section
6(b) of the plan.
SECTION 3. ADMINISTRATION.
(a) POWER AND AUTHORITY OF THE COMMITTEE. The plan shall be administered by
the committee. Except as provided in Section 7 and subject to the express
provisions of the plan and to applicable law, the committee shall have full
power and authority to: (i) designate participants; (ii) determine the type or
types of awards to be granted to each participant under the plan; (iii)
determine the number of shares to be covered by (or with respect to which
payments, rights or other matters are to be calculated in connection with) each
award; (iv) determine the terms and conditions of any award or award agreement;
(v) amend the terms and conditions of any award or award agreement and
accelerate the exercisability of options or the lapse of restrictions relating
to restricted stock or other awards; (vi) determine whether, to what extent and
under what circumstances awards may be exercised in cash, shares, other
securities, other awards or other property, or canceled, forfeited or suspended;
(vii) determine whether, to what extent and under what circumstances cash,
shares, other securities, other awards, other property and other amounts payable
with respect to an award under the plan shall be deferred either automatically
or at the election of the holder thereof or the committee; (viii) interpret and
administer the plan and any instrument or agreement relating to, or award made
under, the plan; (ix) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the plan; and (x) make any other determination and take any
other action that the committee deems necessary or desirable for the
administration of the plan. Unless otherwise expressly provided in the plan, all
designations, determinations, interpretations and other decisions under or with
respect to the plan or any award shall be within the sole discretion of the
committee, may be made at any time and shall be final, conclusive and binding
upon any participant, any holder or beneficiary of any award and any employee of
the Company or any affiliate.
(b) DELEGATION. The committee may delegate its powers and duties under the
plan to one or more officers of the company or an affiliate or a committee of
such officers, subject to such terms, conditions and limitations as the
committee may establish in its sole discretion; provided, however, that the
committee shall not delegate its powers and duties under the plan (i) with
regard to officers or directors of the Company or any affiliate who are subject
to Section 16 of the Securities Exchange Act of 1934, as amended, or (ii) in
such a manner as would cause the plan not to comply with the requirements of
Section 162(m) of the Code.
SECTION 4. SHARES AVAILABLE FOR AWARDS.
(a) SHARES AVAILABLE. Subject to adjustment as provided in Section 4(c), the
number of shares available for granting awards under the plan shall be
7,000,000. Shares to be issued under the plan may be either shares reacquired or
authorized but unissued shares. If any shares covered by an award or to which an
award relates are not purchased or are forfeited, or if an award otherwise
terminates without delivery of any shares, then the number of shares counted
against the aggregate number of shares available under the plan with respect to
such award, to the extent of any such forfeiture or termination, shall again be
available for grants under the plan.
(b) ACCOUNTING FOR AWARDS. For purposes of this Section 4, if an award
entitles the holder thereof to receive or purchase shares, the number of shares
covered by such award or to which such award relates shall be counted on the
date of grant of such award against the aggregate number of shares available for
grants under the plan.
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(c) ADJUSTMENTS. In the event that the committee shall determine that any
dividend or other distribution (whether in the form of cash, shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of shares or other securities of the Company, issuance of
warrants or other rights to purchase shares or other securities of the Company
or other similar corporate transaction or event affects the shares such that an
adjustment is determined by the committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the plan, then the committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of shares (or
other securities or other property) which thereafter may be made the subject of
awards, (ii) the number and type of shares (or other securities or other
property) subject to outstanding awards and (iii) the purchase or exercise price
with respect to any award; provided, however, that the number of shares covered
by any award or to which such award relates shall always be a whole number.
(d) AWARDS LIMITATION UNDER THE PLAN. No eligible person may be granted any
award or awards under the plan (including the Company's performance share plan)
of more than 200,000 shares, in the aggregate, in any calendar year. The
foregoing limitation shall not include any shares acquired pursuant to the
annual incentive plan. Furthermore, no more than 1,000,000 shares, in the
aggregate, may be issued under the plan (including the Company's performance
share plan) in the form of either restricted stock or restricted stock units or
any combination thereof.
SECTION 5. ELIGIBILITY.
Any eligible person, including any eligible person who is an officer or
director of the Company or any affiliate, shall be eligible to be designated a
participant. In determining which eligible persons shall receive an award and
the terms of any award, the committee may take into account the nature of the
services rendered by the respective eligible persons, their present and
potential contributions to the success of the Company, and such other factors as
the committee, in its discretion shall deem relevant. Notwithstanding the
foregoing, incentive stock options may only be granted to full or part-time
employees (which term as used herein includes, without limitation, officers and
directors who are also employees) and an incentive stock option shall not be
granted to an employee of an affiliate unless such affiliate is also a
"subsidiary corporation" of the Company within the meaning of Section 424(f) of
the Code or any successor provision.
SECTION 6. AWARDS.
(a) OPTIONS. The committee is hereby authorized to grant options to
participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the plan as the
committee shall determine:
(i) EXERCISE PRICE. The purchase price per share purchasable under an
option shall be determined by the committee; provided, however, that such
purchase price shall not be less than 100 percent of the fair market value of a
share on the date of grant of such option.
(ii) OPTION TERM. The term of each option shall be fixed by the
committee.
(iii) TIME AND METHOD OF EXERCISE. The committee shall determine
the time or times at which an option may be exercised in whole or in part and
the method or methods by which, and the form or forms (including, without
limitation, cash, shares, promissory notes, other securities, other awards or
other property, or any combination thereof, having a fair market value on the
exercise date equal to the relevant exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.
(b) STOCK APPRECIATION RIGHTS. The committee is hereby authorized to grant
stock appreciation rights to participants subject to the terms of the plan and
any applicable award agreement. A stock appreciation right granted under the
plan shall confer on the holder thereof a right to receive upon exercise thereof
the excess of (i) the fair market value of one share on the date of exercise
(or, if the committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the stock
appreciation right as specified by the committee, which price shall not be less
than 100 percent of the fair market value of one share on the date of grant of
the stock appreciation right. Subject to the terms of the plan and any
applicable award agreement, the grant price, term, methods of exercise, dates of
exercise, methods of settlement and any other terms and conditions of any stock
appreciation right shall be as
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determined by the committee. The committee may impose such conditions or
restrictions on the exercise of any stock appreciation right as it may deem
appropriate.
(c) RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The committee is hereby
authorized to grant awards of restricted stock and restricted stock units to
participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the plan as the
committee shall determine:
(i) RESTRICTIONS. Shares of restricted stock and restricted stock
units shall be subject to such restrictions as the committee
may impose (including, without limitation, any limitation on
the right to vote a share of restricted stock or the right to
receive any dividend or other right or property with respect
thereto or with respect to a restricted stock unit), which
restrictions may lapse separately or in combination at such
time or times, in such installments or otherwise as the
committee may deem appropriate.
(ii) STOCK CERTIFICATES. Any restricted stock granted under the plan
shall be evidenced by issuance of a stock certificate or
certificates, which certificate or certificates shall be held
by the Company. Such certificate or certificates shall be
registered in the name of the participant and shall bear an
appropriate legend referring to the terms, conditions and
restrictions applicable to such restricted stock. In the case
of restricted stock units, no shares shall be issued at the
time such awards are granted.
(iii) FORFEITURE; DELIVERY OF SHARES. Except as otherwise determined
by the committee, upon termination of employment (as determined
under criteria established by the committee) during the
applicable restriction period, all shares of restricted stock
and all restricted stock units at such time subject to
restriction shall be forfeited and reacquired by the Company;
provided, however, that the committee may, when it finds that a
waiver would be in the best interest of the Company, waive in
whole or in part any or all remaining restrictions with respect
to shares of restricted stock or restricted stock units. Any
share representing restricted stock that is no longer subject
to restrictions shall be delivered to the holder thereof
promptly after the applicable restrictions lapse or are waived.
Upon the lapse or waiver of restrictions and the restricted
period relating to restricted stock units evidencing the right
to receive shares, such shares shall be issued and delivered to
the holders of the restricted stock units, subject to the
provisions of the plan and any applicable award agreement.
(d) PERFORMANCE AWARDS. The committee is hereby authorized to grant
performance awards to participants subject to the terms of the plan and any
applicable award agreement. A performance award granted under the plan (i) may
be denominated or payable in cash, shares (including, without limitation,
restricted stock and restricted stock units), other securities, other awards or
other property and (ii) shall confer on the holder thereof the right to receive
payments, in whole or in part, upon the achievement of such performance goals
during such performance periods as the committee shall establish. Subject to the
terms of the plan and any applicable award agreement, the performance goals to
be achieved during any performance period, the length of any performance period,
the amount of any performance award granted, the amount of any payment or
transfer to be made pursuant to any performance award, and any other terms and
conditions of any performance award shall be determined by the committee.
(e) DIVIDEND EQUIVALENTS. The committee is hereby authorized to grant to
participants dividend equivalents under which such participants shall be
entitled to receive payments (in cash, shares, other securities, other awards or
other property as determined in the discretion of the committee) equivalent to
the amount of cash dividends paid by the Company to holders of shares with
respect to a number of shares determined by the committee. Subject to the terms
of the plan and any applicable award agreement, such dividend equivalents may
have such terms and conditions as the committee shall determine.
(f) OTHER STOCK-BASED AWARDS. The committee is hereby authorized to grant
to participants such other awards that are denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, shares
(including, without limitation, securities convertible into shares), as are
deemed by the committee to be consistent with the purpose of the plan; provided,
however, that such grants must comply with Rule 16b-3 and applicable law.
Subject to the terms of the plan and any applicable award agreement, the
committee shall determine the terms and conditions of such awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms (including, without limitation,
cash,
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shares, promissory notes, other securities, other awards or other property or
any combination thereof), as the committee shall determine, the value of which
consideration, as established by the committee, shall not be less than 100
percent of the fair market value of such shares or other securities as of the
date such purchase right is granted.
(g) GENERAL
(i) NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted for
no cash consideration or for such minimal cash consideration as
may be required by applicable law.
(ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in
the discretion of the committee, be granted either alone or in
addition to, in tandem with, or in substitution for any other
award or any award granted under any plan of the Company or any
affiliate other than the plan. Awards granted in addition to or
in tandem with other awards or in addition to or in tandem with
awards granted under any such other plan of the Company or any
affiliate, may be granted either at the same time as or at a
different time from the grant of such other award or awards.
(iii) FORMS OF PAYMENTS UNDER AWARDS. Subject to the terms of the
plan and of any applicable award agreement, payments or
transfers to be made by the Company or an affiliate upon the
grant, exercise or payment of an award may be made in such form
or forms as the committee shall determine (including, without
limitation, cash, shares, promissory notes, other securities,
other awards or other property or any combination thereof), and
may be made in a single payment or transfer, in installments or
on a deferred basis, in each case in accordance with rules and
procedures established by the committee. Such rules and
procedures may include, without limitation, provisions for the
payment or crediting of reasonable interest on installment or
deferred payments or the grant or crediting of dividend
equivalents with respect to installment or deferred payments.
(iv) LIMITS ON TRANSFER OF AWARDS. No award and no right under any
such award shall be transferable by a participant otherwise
than by will or by the laws of descent and distribution;
provided, however, that if so determined by the committee, a
participant may, in the manner established by the committee,
(x) designate a beneficiary or beneficiaries to exercise the
rights of the participant and receive any property
distributable with respect to any award upon the death of the
participant, or (y) transfer an award (other than an incentive
stock option) to any member of such participant's "immediate
family" (as such term is defined in Rule 16a-1(e) promulgated
by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or any successor rule or
regulation) or to a trust whose beneficiaries are members of
such participant's "immediate family." Each award or right
under any award shall be exercisable during the participant's
lifetime only by the participant, or by a member of such
participant's immediate family or a trust for members of such
immediate family pursuant to a transfer as described above, or
if permissible under applicable law, by the participant's
guardian or legal representative. No award or right under any
such award may be pledged, alienated, attached or otherwise
encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the
Company or any affiliate.
(v) TERM OF AWARDS. The term of each award shall be for such period
as may be determined by the committee.
(vi) RESTRICTIONS; SECURITIES EXCHANGE LISTING. All certificates for
shares or other securities delivered under the plan pursuant to
any award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the committee may
deem advisable under the plan or the rules, regulations and
other requirements of the Securities and Exchange Commission
and any applicable federal or state securities laws, and the
committee may cause a legend or legends to be placed on any
such certificates to make appropriate reference to such
restrictions. If the shares or other securities are traded on a
securities exchange, the Company shall not be required to
deliver any shares or other securities covered by an award
unless and until such shares or other securities have been
admitted for trading on such securities exchange.
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SECTION 7. AWARDS AND OPTIONS TO NON-EMPLOYEE DIRECTORS.
7.1 ELIGIBILITY. If this plan is approved by the shareholders of the
Company at the annual meeting of the shareholders in 1994 (the 1994 annual
meeting), shares of restricted stock and options shall be granted automatically
under the plan to each member of the board of directors who is not an employee
of the Company or of any affiliate of the Company (a non-employee director)
under the terms and conditions contained in this Section 7. The authority of the
committee under this Section 7 shall be limited to ministerial and
non-discretionary matters.
7.2 ONE-TIME AWARD OF RESTRICTED STOCK. Upon the date of the 1994 annual
meeting, each non-employee director in office following the meeting shall
receive an award of 1,000 shares of restricted stock. These shares shall vest in
three equal installments, on the dates of the annual shareholder meeting in each
of the three succeeding years, if such director remains in office immediately
following such meeting. In the event that in accordance with the Company's
policy with respect to mandatory retirement of directors, any director is not
nominated for election to serve as a director of the Company, all restricted
stock so awarded shall immediately vest in full upon such director's retirement
from the board. Subsequent to the date of the 1994 annual meeting, each
non-employee director shall, upon the date of his or her initial election to the
board, receive an award of 1,000 shares of restricted stock subject to the same
vesting restrictions. If a director ceases to be a director prior to the date on
which the award is fully vested for any reason other than mandatory retirement,
any unvested portion of the award shall terminate and be irrevocably forfeited.
Such awards shall be subject to Sections 6(c), 9 and 10 of this plan.
7.3 ANNUAL OPTION GRANTS. Each non-employee director shall be granted an
option to purchase 1,000 shares on the date of the annual meeting of
shareholders each year, commencing with the 1994 annual meeting, if the director
will remain in office immediately following such meeting. The exercise price of
each option shall be equal to 100 percent of the fair market value per share on
the date of grant. Such options shall be non-qualified stock options, shall
become exercisable six months after the date of grant, and shall terminate on
the tenth anniversary of the date of grant, unless previously exercised or
terminated. Such options shall be subject to the terms and conditions of
Sections 6(a), 9 and 10 of the plan and to other standard terms and conditions
contained in the form of non-qualified stock option used by the Company from
time to time. Such options shall also terminate three months following the date
upon which the participant ceases to be a director of the Company, except that:
(i) In the event that a director who is granted an option shall
cease to be a director of the Company by reason of such
director's willful and material misconduct, the option shall
terminate as of the date of such misconduct, and
(ii) If a director who is granted an option shall die while a
director of the Company or within three months after he or she
ceases to be a director of the Company for any reason other
than willful and material misconduct, or if such director
ceases to be a director of the Company by reason of his or her
disability, and he or she shall not have fully exercised the
option, the option may be exercised at any time within 12
months after such director's death, or 12 months after
cessation of directorship, by such director's legal
representatives, or devisees, but only to the extent of the
full number of shares such director was entitled to purchase
under the option on the date of death or cessation of
directorship.
7.4 AMENDMENTS TO SECTION 7. The provisions of this Section 7 may not be
amended more often than once every six months other than to comply with changes
in the Code or the Employee Retirement Income Security Act of 1974, as amended,
or the respective rules promulgated under either statute.
SECTION 8. AMENDMENT AND TERMINATION; ADJUSTMENTS.
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an award agreement or in the plan:
(a) AMENDMENTS TO THE PLAN. The board of directors of the Company may
amend, alter, suspend, discontinue or terminate the plan; provided, however,
that, notwithstanding any other provision of the plan or any award agreement,
without the approval of the shareholders of the Company, no such amendment,
alteration, suspension, discontinuation or termination shall be made that,
absent such approval:
(i) would cause Rule 16b-3 to become unavailable with respect to the plan;
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(ii) would violate the rules or regulations of the New York Stock Exchange,
any other securities exchange or the National Association of
Securities Dealers, Inc., that are applicable to the Company; or
(iii) would cause the Company to be unable, under the Code, to grant
incentive stock options under the plan.
(b) WAIVERS. The committee may waive any conditions of or rights of the
Company under any outstanding award, prospectively or retroactively.
(c) LIMITATIONS ON AMENDMENTS. Neither the committee nor the Company may
amend, alter, suspend, discontinue or terminate any outstanding award,
prospectively or retroactively, without the consent of the participant or holder
or beneficiary thereof, except as otherwise provided herein or in the award
agreement.
(d) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The committee
may correct any defect, supply any omission or reconcile any inconsistency in
the plan or any award in the manner and to the extent it shall deem desirable to
carry the plan into effect.
SECTION 9. INCOME TAX WITHHOLDING.
In order to comply with all applicable federal or state income tax laws or
regulations, the committee may establish such policy or policies as it deems
appropriate with respect to such laws and regulations, including without
limitation the establishment of policies to ensure that all applicable federal
or state payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of a participant, are withheld or collected from such
participant. In order to assist a participant in paying all or a portion of the
federal and state taxes to be withheld or collected upon exercise or receipt of
(or the lapse of restrictions relating to) an award, the committee, in its
discretion and subject to such additional terms and conditions as it may adopt,
may permit the participant to satisfy such tax obligation by (i) electing to
have the Company withhold a portion of the payment or transfer otherwise to be
made upon exercise or receipt of (or the lapse of restrictions relating to) such
award with a fair market value equal to the amount of such taxes or (ii)
delivering to the Company shares or other property other than shares issuable
upon exercise or receipt of (or the lapse of restrictions relating to) such
award with a fair market value equal to the amount of such taxes. The election,
if any, must be on or before the date that the amount of tax to be withheld is
determined.
SECTION 10. GENERAL PROVISIONS.
(a) NO RIGHTS TO AWARDS. No eligible person, participant or other person
shall have any claim to be granted any award under the plan, and there is no
obligation for uniformity of treatment of eligible persons, participants or
holders or beneficiaries of awards under the plan. The terms and conditions of
awards need not be the same with respect to any participant or with respect to
different participants.
(b) AWARD AGREEMENTS. No participant will have rights under an award
granted to such participant unless and until an award agreement shall have been
duly executed on behalf of the Company and, if requested by the Company, signed
by the participant.
(c) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
plan shall prevent the Company or any affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.
(d) NO RIGHT TO EMPLOYMENT. The grant of an award shall not be construed
as giving a participant the right to be retained in the employ of the Company or
any affiliate, nor will it affect in any way the right of the Company or the
affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an affiliate may at any time dismiss a participant from
employment free from any liability or any claim under the plan, unless otherwise
expressly provided in the plan or in any award agreement.
(e) GOVERNING LAW. The validity, construction and effect of the plan or
any award, and any rules and regulations relating to the plan or any award,
shall be determined in accordance with the laws of the State of Minnesota.
(f) SEVERABILITY. If any provision of the plan or any award is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or
would disqualify the plan or any award under any law deemed applicable by the
committee, such provision shall be construed or deemed amended to conform to
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applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the committee, materially altering the purpose or intent of
the plan or the award, such provision shall be stricken as to the plan or such
jurisdiction or award, and the remainder of the plan or any such award shall
remain in full force and effect.
(g) NO TRUST OR FUND CREATED. Neither the plan nor any award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any affiliate and a participant or any other
person. To the extent that any person acquires a right to receive payments from
the Company or any affiliate pursuant to an award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
affiliate.
(h) NO FRACTIONAL SHARES. No fractional shares shall be issued or
delivered pursuant to the plan or any award, and the committee shall determine
whether cash shall be paid in lieu of any fractional shares or whether such
fractional shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.
(i) HEADINGS. Headings are given to the sections and subsections of the
plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the plan or any provision thereof.
(j) OTHER BENEFITS. No compensation or benefit awarded to or realized by
any participant under the plan shall be included for the purpose of computing
such participant's compensation under any compensation-based retirement,
disability, or similar plan of the Company unless required by law or otherwise
provided by such other plan.
SECTION 11. SECTION 16(b) COMPLIANCE.
The plan is intended to comply in all respects with Rule 16b-3 or any
successor provision, as in effect from time to time and in all events the plan
shall be construed in accordance with the requirements of Rule 16b-3. If any
plan provision does not comply with Rule 16b-3 as hereafter amended or
interpreted, the provision shall be deemed inoperative. The board of directors,
in its absolute discretion, may bifurcate the plan so as to restrict, limit or
condition the use of any provision of the plan to participants who are officers
or directors subject to Section 16 of the Securities and Exchange Act of 1934,
as amended, without so restricting, limiting or conditioning the plan with
respect to other participants.
SECTION 12. EFFECTIVE DATE OF THE PLAN.
The plan shall be effective as of December 22, 1993, subject to approval by
the shareholders of the Company within one year thereafter.
SECTION 13. TERM OF THE PLAN.
Unless the plan shall have been discontinued or terminated as provided in
Section 8(a), the plan shall terminate on December 31, 2000. No award shall be
granted after the termination of the plan. However, unless otherwise expressly
provided in the plan or in an applicable award agreement, any award theretofore
granted may extend beyond the termination of the plan, and the authority of the
committee provided for hereunder with respect to the plan and any awards, and
the authority of the board of directors of the Company to amend the plan, shall
extend beyond the termination of the plan.
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