EXHIBIT 10.1
AMERICAN HOME MORTGAGE INVESTMENT CORP.
1999 OMNIBUS STOCK INCENTIVE PLAN
Adopted on August 16, 1999
Effective as of September 23, 1999
As amended through June 14, 2005
1. Purpose. The purpose of the American Home Mortgage Investment
Corp. 1999 Omnibus Stock Incentive Plan (the "Plan") is to maintain the ability
of American Home Mortgage Investment Corp. (the "Company") and its subsidiaries
to attract and retain highly qualified and experienced employees, officers and
directors and to give such employees, officers and directors a continued
proprietary interest in the success of the Company and its subsidiaries.
Pursuant to the Plan, such employees, officers and directors will be offered the
opportunity to acquire the Company's Common Stock, par value $.01 per share (the
"Common Stock"), through the grant of options, stock appreciation rights in
tandem with such options, the award of restricted stock under the Plan, bonuses
payable in stock or a combination thereof. Unless the context clearly indicates
otherwise, references herein to "option" or "options" shall include any tandem
stock appreciation right that may be granted in connection with such option or
options in accordance with Section 6(f). As used herein, the term "subsidiary"
shall mean any present or future corporation which is or would be a "subsidiary
corporation" of the Company as the term is defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended from time to time (the "Code").
2. Administration of the Plan. The Plan shall be administered by a
compensation committee (the "Committee") as appointed from time to time by the
Board of Directors of the Company (the "Board"), which Committee shall consist
of not less than two members of the Board. With respect to directors of the
Company, the Plan shall be administered by the entire Board. With respect to any
participants who are officers within the meaning of Rule 16a-1(f) promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
("Executive Officers"), the Plan shall be administered by the entire Board or a
duly constituted committee of the Board satisfying the requirements of Section
162(m) of the Code. For purposes of awards granted to directors of the Company,
references herein to "Committee" shall mean the entire Board or such duly
constituted committee. A majority of the members of the Committee shall
constitute a quorum. The vote of a majority of a quorum shall constitute action
by the Committee.
In administering the Plan, the Committee may adopt rules and
regulations for carrying out the Plan. The interpretation and decision with
regard to any question arising under the Plan made by the Committee shall be
final and conclusive on all employees and directors of the Company and its
subsidiaries participating or eligible to participate in the Plan. The Committee
may consult with counsel, who may be counsel to the Company, and shall not incur
any liability for any action taken in good faith in reliance upon the advice of
counsel. The Committee shall determine the employees and directors to whom, and
the time or times at which, grants or awards shall be made and the number of
shares to be included in the grants or awards. Within the limitations of the
Plan, the number of shares for which options will be granted from time to time
and the periods for which the options will be outstanding will be determined by
the Committee.
Each option or stock or other awards granted pursuant to the Plan
shall be evidenced by an option agreement or award agreement (an "Agreement").
An Agreement shall not be a precondition to the granting of options or
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stock or other awards; however, no person shall have any rights under any option
or stock or other awards granted under the Plan unless and until the person to
whom such option or stock or other award shall have been granted shall have
executed and delivered to the Company an Agreement. The Committee shall
prescribe the form of all Agreements. A fully executed original of the Agreement
shall be provided to both the Company and the recipient of the grant or award.
3. Shares of Stock Subject to the Plan. The total number of shares
that may be optioned or awarded under the Plan is 4,000,000 shares of Common
Stock except that said number of shares shall be adjusted as provided in Section
13. Any shares subject to an option which for any reason expires or is
terminated unexercised and any restricted stock which is forfeited may again be
optioned or awarded under the Plan. Shares subject to the Plan may be either
authorized and unissued shares or issued shares acquired by the Company or its
subsidiaries.
4. Eligibility. Key salaried employees, including officers, and
directors of the Company and its subsidiaries are eligible to be granted options
and awarded restricted stock under the Plan and to have their bonuses payable in
stock. The maximum number of shares of Common Stock that shall be available for
the grant of options intended to be incentive stock options, as defined in
Section 422 of the Code, shall be 4,000,000 shares (subject to adjustment as
provided in Section 13 hereof). The employees and directors who shall receive
awards or options under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, which may be based
upon information furnished to the Committee by the Company's management, and the
Committee shall determine, in its sole discretion, the number of shares to be
covered by the award or awards and by the option or options granted to each such
employee or director selected. Such key salaried employees and directors who are
selected to participate in the Plan shall be referred to collectively herein as
"Participants." In no event shall any Participant who is a key employee be
granted stock options with respect to more than 150,000 shares of Common Stock
in any calendar year (subject to adjustment as provided in Section 13 hereof).
5. Duration of the Plan. No award or option may be granted under the
Plan more than ten years from the date the Plan is adopted by the Board or the
date the Plan receives shareholder approval, whichever is earlier, but awards or
options theretofore granted may extend beyond that date.
6. Terms and Conditions of Stock Options. All options granted under
this Plan shall be either incentive stock options, as defined in Section 422 of
the Code, or options other than incentive stock options; provided, however, that
all options granted to persons who are not employees of the Company shall be
nonstatutory stock options not intended to qualify as incentive stock options
entitled to special tax treatment under Section 422 of the Code. Each such
option shall be subject to all the applicable provisions of the Plan, including
the following terms and conditions, and to such other terms and conditions not
inconsistent therewith as the Committee shall determine.
(a) The option price per share shall be determined by the Committee.
However, subject to Section 6(k), the option price of incentive stock options
shall not be less than 100% of the Fair Market Value of a share of Common Stock
at the time the option is granted. For purposes of the Plan, the "Fair Market
Value" on any date, means (i) if the Common Stock is listed on a national
securities exchange or quotation system, the closing sales prices on such
exchange or quotation system on such date or, in the absence of reported sales
on such date, the closing sales price on the immediately preceding date on which
sales were reported, (ii) if the Common Stock is not listed on a national
securities exchange or quotation system, the mean between the bid and asked
prices as quoted by the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") for such date or (iii) if the Common Stock
is neither listed on a national securities exchange or quotation system nor
quoted by NASDAQ, the fair value as determined by such other method as the
Committee determines in good faith to be reasonable.
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(b) Each option shall be exercisable pursuant to the attainment of
such performance goals and/or during and over such period ending not later than
ten years from the date it was granted, as may be determined by the Committee
and stated in the Agreement. In no event may an option be exercised more than
ten years from the date the option was granted.
(c) Unless otherwise provided in the Agreement, no option shall be
exercisable within six months from the date of the granting of the option. An
option shall not be exercisable with respect to a fractional share of Common
Stock or with respect to the lesser of 50 shares or the full number of shares
then subject to the option. No fractional shares of Common Stock shall be issued
upon the exercise of an option. If a fractional share of Common Stock shall
become subject to an option by reason of a stock dividend or otherwise, the
optionee shall not be entitled to exercise the option with respect to such
fractional share.
(d) Each Agreement shall state whether the option(s) evidenced
thereby will or will not be treated as incentive stock option(s).
(e) Each option may be exercised by giving written notice to the
Company specifying the number of shares to be purchased, which shall be
accompanied by payment in full including, if required by applicable law, taxes,
if any. Payment, except as provided in the Agreement, shall be made as follows:
(i) in United States dollars by certified check or bank draft; or
(ii) by tendering to the Company shares of Common Stock already
owned for at least six months by the person exercising the option, which may
include shares received as the result of a prior exercise of an option, and
having a Fair Market Value on the date on which the option is exercised equal to
the cash exercise price applicable to such option; or
(iii) by a combination of United States dollars and shares of Common
Stock as aforesaid; or
(iv) in accordance with a cashless exercise program established by
the Committee in its sole discretion under which either (A) if so instructed by
the optionee, shares may be issued directly to the optionee's broker or dealer
upon receipt of the purchase price in cash from the broker or dealer, or (B)
shares may be issued by the Company to an optionee's broker or dealer in
consideration of such broker's or dealer's irrevocable commitment to pay to the
Company that portion of the proceeds from the sale of such shares that is equal
to the exercise price of the option(s) relating to such shares; or
(v) in such other manner as permitted by the Committee at the time
of grant or thereafter.
No optionee shall have any rights to dividends or other rights of a
shareholder with respect to shares of Common Stock subject to such optionee's
option until such optionee has given written notice of exercise of such
optionee's option and paid in full for such shares.
(f) Notwithstanding the foregoing, the Committee may, in its sole
discretion, grant to a grantee of an option a right (a "stock appreciation
right") to elect, in the manner described below, in lieu of exercising such
grantee's option for all or a portion of the shares of Common Stock covered by
such option, to relinquish such grantee's option with respect to any or all of
such shares and to receive from the Company a payment having a value equal to
the amount by which (a) the Fair Market Value of a share of Common Stock on the
date of such election, multiplied by the number of shares as to which the
grantee shall have made such election, exceeds (b) the total exercise price for
that number of shares of Common Stock under the terms of such option. A stock
appreciation right shall be exercisable at the time the tandem option is
exercisable, and the "expiration date" for the stock appreciation right shall be
the expiration date for the tandem option. A grantee who makes such an election
shall receive payment in the sole discretion of the Committee (i) in cash equal
to such excess or (ii) in the nearest whole number of
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shares of Common Stock of the Company having an aggregate Fair Market Value,
which is not greater than the cash amount calculated in clause (i) above; or
(iii) a combination of the forms of payment described in clauses (i) and (ii)
above. A stock appreciation right may be exercised only when the amount
described in clause (a) above exceeds the amount described in clause (b) above.
An election to exercise stock appreciation rights shall be deemed to have been
made on the day written notice of such election, addressed to the Committee, is
received at the Company's offices. An option or any portion thereof with respect
to which a grantee has elected to exercise the stock appreciation rights
described above shall be surrendered to the Company and such option shall
thereafter remain exercisable according to its terms only with respect to the
number of shares as to which it would otherwise be exercisable, less the number
of shares with respect to which stock appreciation rights have been exercised.
The grant of a stock appreciation right shall be evidenced by such form of
Agreement as the Committee may prescribe. The Agreement evidencing stock
appreciation rights shall be personal and will provide that the stock
appreciation rights will not be transferable by the grantee otherwise than by
will or the laws of descent and distribution and that they will be exercisable,
during the lifetime of the grantee, only by the grantee.
(g) Except as provided in the Agreement, an option may be exercised
only if at all times during the period beginning with the date of the granting
of the option and ending on the date of such exercise, the grantee was an
employee or director of either the Company or of a subsidiary of the Company or
of another corporation referred to in Section 421(a)(2) of the Code. The
Agreement shall provide whether, and if so, to what extent, an option may be
exercised after termination of continuous employment, but any such exercise
shall in no event be later than the termination date of the option. If the
grantee should die, or become permanently disabled as determined by the
Committee in accordance with the Agreement, at any time when the option, or any
portion thereof, shall be exercisable by such grantee, the option will be
exercisable within a period provided for in the Agreement, by the optionee or
person or persons to whom such optionee's rights under the option shall have
passed by will or by the laws of descent and distribution, but in no event at a
date later than the termination of the option. The Committee may require medical
evidence of permanent disability, including medical examinations by physicians
selected by it.
(h) The option by its terms shall be personal and shall not be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution as provided in Section 6(g). During the lifetime of an
optionee, the option shall be exercisable only by the optionee. In the event any
option is exercised by the executors, administrators, heirs or distributees of
the estate of a deceased optionee as provided in Section 6(g), the Company shall
be under no obligation to issue Common Stock thereunder unless and until the
Company is satisfied that the person or persons exercising the option are the
duly appointed legal representative of the deceased optionee's estate or the
proper legatees or distributees thereof.
(i) Notwithstanding any intent to grant incentive stock options, an
option granted will not be considered an incentive stock option to the extent
that it together with any earlier incentive stock options permits the exercise
for the first time in any calendar year of more than $100,000 in Fair Market
Value of Common Stock (determined at the time of grant).
(j) The Committee may, but need not, require such consideration from
an optionee at the time of granting an option as it shall determine, either in
lieu of, or in addition to, the limitations on exercisability provided in
Section 6(e).
(k) No incentive stock option shall be granted to an employee who
owns or would own immediately before the grant of such option, directly or
indirectly, stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company. This restriction does not apply if, at the
time such incentive stock option is granted, the option price is at least 110%
of the Fair Market Value of one share of Common Stock, as determined in
accordance with Section 6(a), on the date of grant and
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the incentive stock option by its terms is not exercisable after the expiration
of five years from the date of grant.
(l) An option and any Common Stock received upon the exercise of an
option shall be subject to such other transfer restrictions and/or legending
requirements that are specified in the Agreement.
7. Terms and Conditions of Restricted Stock Awards. All awards of
restricted stock under the Plan shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith, as the Committee
shall determine.
(a) Awards of restricted stock may be in addition to or in lieu of
option grants.
(b) During a period set by, and/or until the attainment of
particular performance goals based upon criteria established by, the Committee
at the time of each award of restricted stock (the "restriction period") as
specified in the Agreement, the recipient shall not be permitted to sell,
transfer, pledge, or otherwise encumber the shares of restricted stock; except
that such shares may be used, if the Agreement permits, to pay the option price
of any option granted under the Plan, provided an equal number of shares
delivered to the recipient shall carry the same restrictions as the shares so
used.
(c) If so provided in the Agreement, shares of restricted stock
shall become free of all restrictions if (i) the recipient dies, (ii) the
recipient's employment terminates by reason of permanent disability, as
determined by the Committee, (iii) the recipient retires under specific
circumstances set forth in the Agreement, or (iv) there is a Change in Control
(as defined in Section 9 hereof) of the Company. The Committee may require
medical evidence of permanent disability, including medical examinations by
physicians selected by it. If the Committee determines that any such recipient
is not permanently disabled, the restricted stock held by such recipient shall
be forfeited and revert to the Company.
(d) Unless and to the extent otherwise provided in the Agreement in
accordance with Section 7(c), shares of restricted stock shall be forfeited and
revert to the Company upon the recipient's termination of employment or
directorship during the restriction period, except to the extent the Committee,
in its sole discretion, finds that such forfeiture might not be in the best
interest of the Company and, therefore, waives all or part of the application of
this provision to the restricted stock held by such recipient.
(e) Stock certificates for restricted stock shall be registered in
the name of the recipient but shall be appropriately legended and returned to
the Company by the recipient, together with a stock power, endorsed in blank by
the recipient. The recipient shall be entitled to vote shares of restricted
stock and shall be entitled to all dividends paid thereon, except that dividends
paid in Common Stock or other property shall also be subject to the same
restrictions.
(f) Restricted stock shall become free of the foregoing restrictions
upon expiration of the applicable restriction period, and the Company shall then
deliver Common Stock certificates evidencing such stock to the recipient.
(g) Restricted stock and any Common Stock received upon the
expiration of the restriction period shall be subject to such other transfer
restrictions and/or legending requirements that are specified in the Agreement.
8. Bonuses Payable in Stock. In lieu of cash bonuses otherwise
payable under the Company's or applicable subsidiary's compensation practices to
employees and directors eligible to participate in the Plan, the Committee, in
its sole discretion, may determine that such bonuses shall be payable in Common
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Stock or partly in Common Stock and partly in cash. Such bonuses shall be in
consideration of services previously performed and as an incentive toward future
services and shall consist of shares of Common Stock subject to such terms as
the Committee may determine in its sole discretion. The number of shares of
Common Stock payable in lieu of a bonus otherwise payable shall be determined by
dividing such amount by the Fair Market Value of one share of Common Stock on
the date the bonus is payable.
9. Change in Control.
(a) In the event of a Change in Control of the Company, the
Committee may, in its sole discretion, provide that any of the following
applicable actions be taken as a result, or in anticipation, of any such event
to assure fair and equitable treatment of Participants:
(i) accelerate restriction periods for purposes of vesting in, or
realizing gain from, any outstanding option or shares of restricted stock
awarded pursuant to this Plan;
(ii) offer to purchase any outstanding option or shares of
restricted stock made pursuant to this Plan from the holder for its equivalent
cash value, as determined by the Committee, as of the date of the Change in
Control; or
(iii) make adjustments or modifications to outstanding options or
with respect to restricted stock as the Committee deems appropriate to maintain
and protect the rights and interests of the Participants following such Change
in Control.
Any such action approved by the Committee shall be conclusive and
binding on the Company, its subsidiaries and all Participants; provided,
however, that notwithstanding the foregoing, under no circumstances shall the
Committee take or approve any action that would result in an "Excess Parachute
Payment," as defined in Section 280G(b) of the Code.
For purposes hereof, "Change in Control" means a change in control
of the Company of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act, whether or
not the Company is subject to the Exchange Act at such time; provided, however,
that without limiting the generality of the foregoing, such a Change in Control
shall in any event be deemed to occur if and when:
(i) any person (as such term is used in Sections 13(d) and 14(d)(2)
of the Exchange Act), the Company, its subsidiaries and affiliates (as defined
in Rule 12b-2 under the Exchange Act), becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing more than 20% of the combined voting power of the
Company's then outstanding securities;
(ii) stockholders approve a merger or consolidation as a result of
which securities representing less than 51% of the combined voting power of the
outstanding voting securities of the surviving or resulting corporation will be
beneficially owned, directly or indirectly, in the aggregate by the former
stockholders of the Company;
(iii) stockholders approve either (A) an agreement for the sale or
disposition of all or substantially all of the Company's assets to an entity
which is not a subsidiary of the Company, or (B) a plan of complete liquidation;
(iv) the persons who were members of the Board immediately before
the completion of a tender offer by any person other than the Company or a
subsidiary or affiliate of the Company, or before a
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merger, consolidation, or contested election, or before any combination of such
transactions, cease to constitute a majority of the Board as a result of such
transaction or transactions; or
(v) a change in control of the Company occurs of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A under the Exchange Act if the Company were subject to the
provisions of the Exchange Act at the time such change in control occurs
(whether or not the Company is subject to the Exchange Act at that time), and at
the time such change in control occurs, the Company is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing (A) more than 30% of the combined voting
power of the Company's then outstanding securities, and (B) more than the
percentage of the combined voting power of the Company's outstanding securities
beneficially owned, directly or indirectly, at that time by any other person (as
such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act).
(b) In no event, however, may (i) any option be exercised prior to
the expiration of six months from the date of grant (unless otherwise provided
for in the Agreement), or (ii) any option be exercised after ten years from the
date it was granted.
10. Transfer, Leave of Absence. For the purpose of the Plan: (a) a
transfer of an employee from the Company to a subsidiary or affiliate of the
Company, whether or not incorporated, or vice versa, or from one subsidiary or
affiliate of the Company to another, and (b) a leave of absence, duly authorized
in writing by the Company or a subsidiary or affiliate of the Company, shall not
be deemed a termination of employment.
11. Rights of Employees and Directors.
(a) No person shall have any rights or claims under the Plan except
in accordance with the provisions of the Plan and the Agreement.
(b) Nothing contained in the Plan or Agreement shall be deemed to
give any employee or director the right to be retained in the service of the
Company or its subsidiaries.
12. Tax Withholding Obligations.
(a) If required by applicable law, the payment of taxes, upon the
exercise of an option pursuant to Section 6(e) or a stock appreciation right
pursuant to Section 6(f), shall be in cash at the time of exercise or on the
applicable tax date under Section 83 of the Code, if later; provided, however,
tax withholding obligations may be met by the withholding of Common Stock
otherwise deliverable to the optionee pursuant to procedures approved by the
Committee; provided, further, however, the amount of Common Stock so withheld
shall not exceed the minimum required withholding obligation.
(b) If required by applicable law, recipients of restricted stock,
pursuant to Section 7, shall be required to pay taxes to the Company upon the
expiration of restriction periods or such earlier dates as elected pursuant to
Section 83 of the Code; provided, however, tax withholding obligations may be
met by the withholding of Common Stock otherwise deliverable to the recipient
pursuant to procedures approved by the Committee. If tax withholding is required
by applicable law, in no event shall Common Stock be delivered to any awardee
until such awardee has paid to the Company in cash the amount of such tax
required to be withheld by the Company or has elected to have such awardee's
withholding obligations met by the withholding of Common Stock in accordance
with the procedures approved by the Committee or otherwise entered into an
agreement satisfactory to the Company providing for payment of withholding tax.
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(c) the Company shall first withhold from any cash bonus described
in Section 8, an amount of cash sufficient to meet its tax withholding
obligations before the amount of Common Stock paid in accordance with Section 8
is determined.
13. Changes in Capital; Reorganization.
(a) Upon changes in the outstanding Common Stock by reason of a
stock dividend, stock split, reverse split, subdivision, recapitalization, an
extraordinary dividend payable in cash or property, combination or exchange of
shares, separation, reorganization or liquidation, and the like, the aggregate
number and class of shares available under the Plan as to which stock options
and restricted stock may be awarded, the number and class of shares under (i)
each option and the option price per share and (ii) each award of restricted
stock shall, in each case, be correspondingly adjusted by the Committee, such
adjustments to be made in the case of outstanding options without change in the
total price applicable to such options.
(b) In the event (i) the Company is merged or consolidated with
another entity and the Company is not the surviving corporation, or the Company
shall be the surviving corporation and there shall be any change in the Common
Stock of the Company by reason of such merger or consolidation, or (ii) all or
substantially all of the assets of the Company are acquired by another
corporation, or (iii) there is a reorganization or liquidation of the Company
(each, a "Reorganization Event"), or (iv) the Board shall propose that the
Company enter into a Reorganization Event, then the Board (acting solely through
members of the Board who were members of the Board prior to the occurrence of
the Reorganization Event) may in its discretion take any or all of the following
actions:
(i) by written notice to the holders of stock options or restricted
stock awards, provide that the stock options or restricted stock awards shall be
terminated unless exercised within 30 days (or such longer period as the Board
shall determine in its discretion) after the date of such notice; and
(ii) advance the dates upon which (A) any or all outstanding stock
options and stock appreciation rights shall be exercisable or (B) restrictions
applicable to restricted stock awards shall lapse.
Whenever deemed appropriate by the Board, any action referred to in
this Section 13(b) may be made conditioned upon the consummation of the
applicable Reorganization Event.
(c) Any adjustments or other action pursuant to this Section 13
shall be made by the Board and the Board's determination as to what adjustments
shall be made or actions taken, and the extent thereof, shall be final and
binding.
14. Miscellaneous Provisions.
(a) The Plan Shall be Unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the issuance of shares or the payment of cash upon exercise of
any option or stock appreciation right under the Plan. Proceeds from the sale of
shares of Common Stock pursuant to options granted under this Plan shall
constitute general funds of the Company. The expenses of the Plan shall be borne
by the Company.
(b) It is understood that the Committee may, at any time and from
time to time after the granting of an option or the award of restricted stock or
bonuses payable in Common Stock hereunder, specify such additional terms,
conditions and restrictions with respect to such option or stock as may be
deemed necessary or appropriate to ensure compliance with any and all applicable
laws, including, without limitation, terms, restrictions and conditions for
compliance with federal and state securities laws and methods of withholding or
providing for the payment of required taxes.
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(c) If at any time the Committee shall determine, in its discretion,
that the listing, registration or qualification of shares of Common Stock upon
any national securities exchange or quotation system or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale or
purchase of shares of Common Stock hereunder, no option may be exercised or
restricted stock or stock bonus may be transferred in whole or in part unless
and until such listing, registration, qualification, consent or approval shall
have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Committee.
(d) By accepting any benefit under the Plan, each Participant and
each person claiming under or through such Participant shall be conclusively
deemed to have indicated such Participant's or person's acceptance and
ratification, and consent to, any action taken under the Plan by the Committee,
the Company or the Board.
(e) THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAWS THEREOF.
15. Limits of Liability.
(a) Any liability of the Company or any of its subsidiaries to any
participant with respect to any option or award shall be based solely upon
contractual obligations created by the Plan and the Agreement.
(b) None of the Company or any of its subsidiaries, or any member of
the Committee or the Board, or any other person participating in any
determination of any question under the Plan, or in the interpretation,
administration or application of the Plan, shall have any liability to any party
for any action taken or not taken in connection with the Plan, except as may
expressly be provided by statute.
16. Amendments and Termination. The Board may, at any time, amend,
alter or discontinue the Plan; provided, however, no amendment, alteration or
discontinuation shall be made which, without the approval of the stockholders,
would:
(a) except as is provided in Section 13, increase the maximum number
of shares of Common Stock reserved for the purpose of the Plan;
(b) except as is provided in Section 13, decrease the option price
of an option to less than 100% of the Fair Market Value of a share of Common
Stock on the date of the granting of the option;
(c) change the class of persons eligible to receive an award of
restricted stock, options or bonuses payable in Common Stock under the Plan; or
(d) extend the duration of the Plan.
The Committee may amend the terms of any award of restricted stock
or option theretofore granted, retroactively or prospectively, but no such
amendment shall impair the rights of any holder without such holder's written
consent.
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17. Duration. The Plan shall be adopted by the Board as of the date
on which it is approved by a majority of the Company's stockholders, which
approval must occur within the period ending 12 months after the date the Plan
is adopted. The Plan shall terminate upon the earliest of the following dates or
events to occur:
(a) the adoption of a resolution of the Board, terminating the Plan;
or
(b) the date all shares of Common Stock subject to the Plan are
purchased according to the Plan's provisions; or
(c) ten years from the date hereof.
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