EXHIBIT 10(A)
ISOLYSER COMPANY, INC.
1999 LONG-TERM INCENTIVE PLAN
[AS AMENDED MAY 23, 2002]
SECTION 1
GENERAL
1.1 Purpose. The Isolyser Company, Inc. 1999 Long-Term Incentive Plan (the
"Plan") has been established by Isolyser Company, Inc. (the "Company") to (i)
attract and retain persons eligible to participate in the Plan; (ii) motivate
Participants, by means of appropriate incentives, to achieve long-range goals;
(iii) provide incentive compensation opportunities that are competitive with
those of other similar companies; and (iv) further identify Participants'
interests with those of the Company's other shareholder through compensation
that is based on the Company's common stock; and thereby promote the long-term
financial interest of the Company and the Related Companies, including the
growth in value of the Company's equity and enhancement of long-term shareholder
return.
1.2 Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
Eligible Persons, those persons who will be granted one or more Awards under the
Plan, and thereby become "Participants" in the Plan. In the discretion of the
Committee, a Participant may be granted any Award permitted under the provisions
of the Plan, and more than one Award may be granted to a Participant. Awards may
be granted as alternatives to or replacement of awards outstanding under the
Plan, or any other plan or arrangement of the Company or a Related Company
(including a plan or arrangement of a business or entity, all or a portion of
which is acquired by the Company or a Related Company).
1.3 Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 7 of the Plan).
SECTION 2
OPTIONS AND SARS
2.1 Definitions of Options and SARS.
(a) The grant of an "Option" entitles the Participant to purchase
shares of Stock at an Exercise Price established by the
Committee. Options granted under this Section 2 may be either
Incentive Stock Options or Non-Qualified Stock Options, as
determined in the discretion of the Committee. An "Incentive
Stock Option" is an Option that is intended to satisfy the
requirements applicable to an "incentive stock option" described
in section 422(b) of the Code. A "Non-Qualified Option" is an
Option that is not intended to be an "incentive stock option" as
that term is described in section 422(b) of the Code.
(b) To the extent that the aggregate fair market value of Stock with
respect to which Incentive Stock Options are exercisable for the
first time by the Participant during any calendar year (under all
plans of the Company and all Related Companies) exceeds $100,000,
such options shall be treated as Non-Qualified Stock Options, to
the extent required by section 422 of the Code.
(c) A stock appreciation right (an "SAR") entitles the Participant to
receive, in cash or Stock (as determined in accordance with
subsection 2.6), value equal to all or a portion of the excess
of: (a) the Fair Market Value of a specified number of shares of
Stock at the time of exercise; over (b) an Exercise Price
established by the Committee.
2.2 Exercise Price. The "Exercise Price" of each Option and SAR granted
under this Section 2 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option or
SAR is granted. The Exercise Price shall not be less than 100% of the Fair
Market Value of a share of Stock on the date of grant of the Award; provided,
however, that if the Option or SAR is granted in connection with the recipient's
hiring, promotion or similar events, the Option Exercise Price may not be less
than the market value of the Stock on the date on which the recipient is hired
or promoted (or similar event), if the grant of the Option or SAR occurs not
more than ninety days after the date of such hiring, promotion or other event.
2.3 Exercise. An Option and an SAR shall be exercisable in accordance with
such terms and conditions and during such periods as may be established by the
Committee.
2.4 Payment of Option Exercise Price. The payment of the Exercise Price of
an Option granted under this Section 2 shall be subject to the following:
(a) Subject to the following provisions of this subsection 2.4, the
full Exercise Price for shares of Stock purchased upon the
exercise of any Option shall be paid at the time of such exercise
(except that, in the case of an exercise arrangement approved by
the Committee and described in paragraph 2.4(c), payment may be
made as soon as practicable after the exercise).
(b) The Exercise Price shall be payable in cash or by tendering
shares of Stock (by either actual delivery of shares or by
attestation, with such shares valued at Fair Market Value as of
the day of exercise), or in any combination thereof, as
determined by the Committee.
(c) The Committee may permit a Participant to elect to pay the
Exercise Price upon the exercise of an Option by authorizing a
third party to sell shares of Stock (or a sufficient portion of
the shares) acquired upon exercise of the Option and remit to the
Company a sufficient portion of the sale proceeds to pay the
entire Exercise Price and any tax withholding resulting from such
exercise, or the Company may choose to retain such shares in
satisfaction of the Exercise Price and any tax withholding.
2.5 Expiration Date. The "Expiration Date" with respect to an Option means
the date established as the Expiration Date by the Committee at the time of the
grant; provided, however, that unless otherwise established by Committees at the
time of grant, the Expiration Date with respect to any Option shall not be later
than the earliest to occur of:
(a) the ten-year anniversary of the date on which the Option is
granted;
(b) if the Participant's Date of Termination occurs by reason of
death or disability, the one-year anniversary of such Date of
Termination;
(c) if the Participant's Date of Termination occurs by reason of
Retirement or Early Retirement, the three-year anniversary of
such Date of Termination; or
(d) if the Participant's Date of Termination occurs for reasons other
than Retirement, Early Retirement, death or disability, the one
year anniversary of such Date of Termination.
2.6 Settlement of Award. Distribution following exercise of an Option or
SAR, and shares of Stock distributed pursuant to such exercise, shall be subject
to such conditions, restrictions and contingencies as the Committee may
establish. Settlement of SARs may be made in shares of Stock (valued at their
Fair Market Value at the time of exercise), in cash, or in a combination
thereof, as determined in the discretion of the Committee. The Committee, in its
discretion, may impose such conditions, restrictions and contingencies with
respect to shares of Stock acquired pursuant to the exercise of an Option or an
SAR as the Committee determines to be desirable.
SECTION 3
OTHER STOCK AWARDS
3.1 Definition. A Stock Award is a grant of shares of Stock or of a right
to receive shares of Stock (or their cash equivalent or a combination of both)
in the future.
3.2 Restrictions on Stock Awards. Each Stock Award shall be subject to such
conditions, restrictions and contingencies as the Committee shall determine.
These may include continuous service and/or the achievement of performance
measures. The performance measures that may be used by the Committee for such
Awards shall be measured by revenues, income, or such other criteria as the
Committee may specify. The Committee may designate a single goal criterion or
multiple goal criteria for performance measurement purposes, with the
measurement based on absolute Company or business unit performance and/or on
performance as compared with that of other publicly-traded companies.
SECTION 4
OPERATION AND ADMINISTRATION
4.1 Effective Date. The Plan is subject to the approval of the shareholders
of the Company at the Company's next annual meeting of its shareholders;
therefore the Plan shall be effective as of the date such approval is obtained
(the "Effective Date"). The Plan shall be unlimited in duration and, in the
event of Plan termination, shall remain in effect as long as any Awards under it
are outstanding; provided, however, that, to the extent required by the Code, no
Incentive Stock Options may be granted under the Plan on a date that is more
than ten years from the date the Plan is approved by shareholders.
4.2 Shares Subject to Plan.
(a) (i) Subject to the following provisions of this subsection 4.2,
the maximum number of shares of Stock that may be delivered
to Participants and their beneficiaries under the Plan shall
be 3,200,000.
(ii) Any shares of Stock granted under the Plan that are
forfeited because of the failure to meet an Award
contingency or condition shall again be available for
delivery pursuant to new Awards granted under the Plan. To
the extent any shares of Stock covered by an Award are not
delivered to a Participant or beneficiary because the Award
is forfeited or cancelled, or the shares of Stock are not
delivered because the Award is settled in cash, such shares
shall not be deemed to have been delivered for purposes of
determining the maximum number of shares of Stock available
for delivery under the Plan.
(iii)If the Exercise Price of any stock option granted under the
Plan is satisfied by tendering shares of Stock to the
Company (by either actual delivery or by attestation), only
the number of shares of Stock issued net of the shares of
Stock tendered shall be deemed delivered for purposes of
determining the maximum number of shares of Stock available
for delivery under the Plan.
(iv) Shares of Stock delivered under the Plan in settlement,
assumption or substitution of outstanding awards (or
obligations to grant future awards) under the plans or
arrangements of another entity shall not reduce the maximum
number of shares of Stock available for delivery under the
Plan, to the extent that such settlement, assumption or
substitution is a result of the Company or a Related Company
acquiring another entity (or an interest in another entity).
(b) Subject to paragraphs 4.2(a) and 4.2(c), the following additional
maximums are imposed under the Plan.
(i) The maximum number of shares of Stock that may be issued by
Options intended to be Incentive Stock Options shall be
3,200,000 shares.
(ii) The maximum number of shares of Stock that may be issued in
conjunction with Awards granted pursuant to Section 3
(relating to Stock Awards) shall be 3,200,000 shares.
(iii)The maximum number of shares that may be covered by Awards
granted to any one individual pursuant to Section 2
(relating to Options and SARs) shall be 500,000 shares
during any consecutive 12 month period.
(iv) The maximum payment that can be made for awards granted to
any one individual pursuant to Section 3 (relating to Stock
Awards) shall be $500,000 for any single or combined
performance goals established for any fiscal year. If an
Award granted under Section 3 is, at the time of grant,
denominated in shares, the value of the shares of Stock for
determining this maximum individual payment amount will be
the Fair Market Value of a share of Stock on the first day
of the applicable performance period.
(c) In the event of a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination or
exchange of shares), the Committee may adjust Awards to preserve
the benefits or potential benefits of the Awards. Action by the
Committee may include adjustment of: (i) the number and kind of
shares which may be delivered under the Plan; (ii) the number and
kind of shares subject to outstanding Awards; and (iii) the
Exercise Price of outstanding Options and SARs; as well as any
other adjustments that the Committee determines to be equitable.
4.3 Limit on Distribution. Distribution of shares of Stock or other amounts
under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any shares of Stock under the
Plan or make any other distribution of benefits under the Plan
unless such delivery or distribution would comply with all
applicable laws (including, without limitation, the requirements
of the Securities Act of 1933), and the applicable requirements
of any securities exchange or similar entity.
(b) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Stock, the
issuance may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules
of any stock exchange.
4.4 Tax Withholding. Whenever the Company proposes, or is required, to
distribute Stock under the Plan, the Company may require the recipient to remit
to the Company an amount sufficient to satisfy any Federal, state and local tax
withholding requirements prior to the delivery of any certificate for such
shares or, in the discretion of the Committee, the Company may withhold from the
shares to be delivered shares sufficient to satisfy all or a portion of such tax
withholding requirements. Whenever under the Plan payments are to be made in
cash, such payments may be net of an amount sufficient to satisfy any Federal,
state and local tax withholding requirements.
4.5 Payment in Shares. Subject to the overall limitation on the number of
shares of Stock that may be delivered under the Plan, the Committee may use
available shares of Stock as the form of payment for compensation, grants or
rights earned or due under any other compensation plans or arrangements of the
Company or a Related Company, including the plans and arrangements of the
Company or a Related Company acquiring another entity (or an interest in another
entity).
4.6 Dividends and Dividend Equivalents. An Award may provide the
Participant with the right to receive dividends or dividend equivalent payments
with respect to Stock which may be either paid currently or credited to an
account for the Participant, and may be settled in cash or Stock as determined
by the Committee. Any such settlements, and any such crediting of dividends or
dividend equivalents or reinvestment in shares of Stock, may be subject to such
conditions, restrictions and contingencies as the Committee shall establish,
including the reinvestment of such credited amounts in Stock equivalents.
4.7 Payments. Awards may be settled through cash payments, the delivery of
shares of Stock, the granting of replacement Awards, or any combination thereof
as the Committee shall determine. Any Award settlement, including payment
deferrals, may be subject to such rules and procedures as it may establish,
which may include provisions for the payment or crediting of interest, or
dividend equivalents, including converting such credits into deferred Stock
equivalents.
4.8 Transferability. Except as otherwise provided by the Committee, Awards
under the Plan are not transferable except as designated by the Participant by
will or by the laws of descent and distribution.
4.9 Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.
4.10 Agreement With Company. At the time of an Award to a Participant under
the Plan, the Committee may require a Participant to enter into an agreement
with the Company (the "Agreement") in a form specified by the Committee,
agreeing to the terms and conditions of the Plan and to such additional terms
and conditions, not inconsistent with the Plan, as the Committee may, in its
sole discretion, prescribe.
4.11 Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason of
the Plan, acquire any right in or title to any assets, funds or
property of the Company or any Related Company whatsoever,
including, without limitation, any specific funds, assets, or
other property which the Company or any Related Company, in their
sole discretion, may set aside in anticipation of a liability
under the Plan. A Participant shall have only a contractual right
to the stock or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Related Company.
Nothing contained in the Plan shall constitute a guarantee that
the assets of such companies shall be sufficient to pay any
benefits to any person.
(b) The Plan does not constitute a contract of employment, and
selection as a Participant will not give any employee the right
to be retained in the employ of the Company or any Related
Company, nor any right or claim to any benefit under the Plan,
unless such right or claim has specifically accrued under the
terms of the Plan. Except as otherwise provided in the Plan, no
Award under the Plan shall confer upon the holder thereof any
right as a shareholder of the Company prior to the date on which
the individual fulfills all conditions for receipt of such
rights.
4.12 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.
4.13 Action by Company or Related Company. Any action required or permitted
to be taken by the Company or any Related Company shall be by resolution of its
board of directors, or by action of one or more members of the board (including
a committee of the board) who are duly authorized to act for the board, or
(except to the extent prohibited by applicable law or applicable rules of any
stock exchange) by a duly authorized officer of the Company.
4.14 Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.
4.15 Change of Control. In the event of a Change of Control, any Award
granted under the Plan shall become exercisable except to the extent (i) the
Award otherwise provides or (ii) the exercisability of any such Award will
result in an "excess parachute payment" within the meaning of Section 280G of
the Code, as determined by the Committee based on information available to it at
said time.
4.16 Liability for Cash Payment. Each Related Company shall be liable for
payment of cash due under the Plan with respect to any Participant to the extent
that such benefits are attributable to the services rendered for that Related
Company by the Participant. Any disputes relating to liability of a Related
Company for cash payments shall be resolved by the Committee.
4.17 Governing Law. This Plan and all awards made and actions taken
hereunder shall be governed by and construed in accordance with the laws of the
State of Georgia, excluding its conflict of law provisions.
SECTION 5
COMMITTEE
5.1 Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in a committee (the "Committee") in
accordance with this Section 5.
5.2 Selection of Committee. The Committee shall be selected by the Board,
and shall consist of two or more members of the Board and may consist of the
entire Board.
5.3 Powers of Committee. The authority to manage and control the operation
and administration of the Plan shall be vested in the Committee, subject to the
following:
(a) Subject to the provisions of the Plan, the Committee will have
the authority and discretion to select from among the Eligible
Persons those persons who shall receive Awards, to determine the
time or times of receipt, to determine the types of Awards and
the number of shares covered by the Awards, to establish the
terms, conditions, performance criteria, restrictions, and other
provisions of such Awards, and (subject to the restrictions
imposed by Section 6) to cancel or suspend Awards. In making such
Award determinations, the Committee may take into account the
nature of services rendered by the individual, the individual's
present and potential contribution to the Company's success and
such other factors as the Committee deems relevant.
(b) Subject to the provisions of the Plan, the Committee will have
the authority and discretion to determine the extent to which
Awards under the Plan will be structured to conform to the
requirements applicable to performance-based compensation as
described in Code section 162(m), and to take such action,
establish such procedures, and impose such restrictions at the
time such Awards are granted as the Committee determines to be
necessary or appropriate to conform to such requirements.
(c) The Committee will have the authority and discretion to establish
terms and conditions of awards as the Committee determines to be
necessary or appropriate to conform to applicable requirements or
practices of jurisdictions outside of the United States.
(d) The Committee will have the authority and discretion to interpret
the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan, to determine the terms and
provisions of any agreements made pursuant to the Plan, and to
make all other determinations that may be necessary or advisable
for the administration of the Plan.
(e) Any interpretation of the Plan by the Committee and any decision
made by it under the Plan is final and binding.
(f) In controlling and managing the operation and administration of
the Plan, the Committee shall act by a majority of its then
members, by meeting or by writing filed without a meeting. The
Committee shall maintain and keep adequate records concerning the
Plan and concerning its proceedings and acts in such form and
detail as the Committee may decide.
5.4 Delegation by Committee. Except to the extent prohibited by applicable
law or the applicable rules of a stock exchange, the Committee may allocate all
or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and powers to
any person or persons selected by it. Any such allocation or delegation may be
revoked by the Committee at any time.
5.5 Information to be Furnished to Committee. The Company and Related
Companies shall furnish the Committee with such data and information as may be
required for it to discharge its duties. The records of the Company and Related
Companies as to an employee's or Participant's employment (or other provision of
services), termination of employment (or cessation of the provision of
services), leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee considers desirable to carry out the terms
of the Plan.
SECTION 6
AMENDMENT AND TERMINATION
6.1 Board of Directors. The Board may, at any time, amend or terminate the
Plan, provided that, subject to subsection 4.2 (relating to certain adjustments
to shares), no amendment or termination may, in the absence of written consent
to the change by the affected Participant (or, if the Participant is not then
living, the affected beneficiary), adversely affect the rights of any
Participant or beneficiary under any Award granted under the Plan prior to the
date such amendment is adopted by the Board; provided, however, that the Board
may not amend the provisions of Section 2.2 hereof to reduce the minimum
Exercise Price, nor may the Board increase the number of shares reserved under
the Plan, unless it obtains shareholder approval. Subject to the foregoing, the
Board shall have broad authority to amend the Plan to take into account changes
in applicable securities and tax laws and accounting rules, as well as other
developments.
6.2 Committee. The Committee may amend the terms of any Award theretofore
granted, prospectively or retroactively, but, subject to subsection 4.2
(relating to certain adjustments to shares) no amendment or termination may, in
the absence of written consent to the change by the affected Participant (or, if
the Participant is not then living, the affected beneficiary), adversely affect
the rights of any Participant or beneficiary under any Award granted under the
Plan prior to the date such amendment is adopted by the Committee.
SECTION 7
DEFINED TERMS
7.1 For purposes of the Plan, the terms listed below shall be defined as
follows:
(a) Award. The term "Award" shall mean any award or benefit granted
to any Participant under the Plan, including, without limitation,
the grant of Options, SARs, and Stock Awards.
(b) Board. The term "Board" shall mean the Board of Directors of the
Company.
(c) Change of Control. The term "Change of Control" shall mean:
(i) Individuals who, as of the date hereof, constitute the Board
of Directors of the Company (the "Incumbent Board") cease
for any reason to constitute at least a majority of such
Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or
nomination for election by Company shareholders, was
approved by a vote of at least a majority of the directors
than comprising the Incumbent Board shall be considered as
though such individual was a member of the Incumbent Board,
but excluding, for this purpose, any individual whose
initial assumption of such directorship shall occur as a
result of either an actual or threatened election contest
(as such terms are used in Section 14a-11 of Regulation 14A
promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act")) or other actual or threatened solicitation
of proxies by or on behalf of any individual, entity or
group other than the Board;
(ii) The acquisition by an individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, of
beneficial ownership (as defined in that certain Shareholder
Protection Rights Agreement dated as of December 20, 1996
between the Company and SunTrust Bank, as such agreement may
be modified or amended from time to time) of 15% or more of
either the then outstanding shares of common stock of the
Company or the combined voting power of the outstanding
voting securities of the Company entitled to vote generally
in the election of directors unless the Incumbent Board
determines that such transaction shall not constitute a
"change of control" hereunder;
(iii)If there occurs any merger or consolidation of the Company
with or into any other corporation or entity (other than a
wholly-owned subsidiary of the Company) unless the Incumbent
Board determines that such transaction shall not constitute
a change of control hereunder; or
(iv) There occurs a sale or disposition by the Company of all or
substantially all of the Company's assets.
(d) Code. The term "Code" means the Internal Revenue Code of 1986, as
amended. A reference to any provision of the Code shall include
reference to any successor provision of the Code.
(e) Date of Termination. The term "Date of Termination" shall mean
the date on which a Participant is no longer actively employed by
the Company or any Related Company unless such date occurs by
reason of a leave of absence approved the Committee in which
event the "Date of Termination" shall occur upon expiration of
such approved leave of absence without the prior return of such
Participant to such active employment status.
(f) Early Retirement. The term "Early Retirement" shall mean
retirement, with the express written consent of the Company,
approved by the Committee, of a participant from active
employment with the Company and any Related Company.
(g) Eligible Person. The term "Eligible Person" shall mean any
employee of the Company or a Related Company, any director of the
Company, and any consultant or other person providing key
services to the Company or a Related Company.
(h) Fair Market Value. For purposes of determining the "Fair Market
Value" of a share of Stock, the following rules shall apply:
(i) If the Stock is at the time listed or admitted to trading on
any stock exchange (including the NASDAQ National Stock
Market), then the "Fair Market Value" shall be the closing
sale price of the Stock on the date in question on the
principal exchange on which the Stock is then listed or
admitted to trading. If no reported sale of Stock takes
place on the date in question on the principal exchange,
then the reported closing asked price of the Stock on such
date on the principal exchange shall be determinative of
"Fair Market Value."
(ii) If the Stock is not at the time listed or admitted to
trading on a stock exchange, the "Fair Market Value" shall
be the mean between the lowest reported bid price and
highest reported asked price of the Stock on the date in
question in the over-the-counter market, as such prices are
reported in a publication of general circulation selected by
the Committee and regularly reporting the market price of
Stock in such market.
(iii)If the Stock is not listed or admitted to trading on any
stock exchange or traded in the over-the-counter market, the
"Fair Market Value" shall be as determined in good faith by
the Committee.
(i) Permanent Disability. The term "Permanent Disability" means the
physical or mental condition of a Participant which renders a
Participant incapable of continuing his customary employment with
the Company. The Permanent Disability of a Participant will be
determined by the Committee. In any event, Permanent Disability
status shall be determined in accordance with the requirements of
Section 22(e)(3) of the Code.
(j) Related Company. The term "Related Company" means any subsidiary
of the Company, and any business venture in which the Company has
a significant interest, as determined in the discretion of the
Committee.
(k) Retirement. The term "Retirement" shall mean retirement from
active employment with the Company and any Related Company on or
after age 65.
(l) Stock. The term "Stock" shall mean shares of common stock of the
Company.
SECTION 8
UNFUNDED STATUS OF THE PLAN
8.1 The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant or optionee by the Company, nothing contained herein shall give any
such Participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Stock or payments in lieu of or with respect to awards
hereunder; provided, however, that, unless the Committee otherwise determines
with the consent of the affected Participant, the existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.
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