MOSINEE PAPER CORPORATION
1985 EXECUTIVE STOCK OPTION PLAN
As amended March 4, 1999
MOSINEE PAPER CORPORATION
1985 EXECUTIVE STOCK OPTION PLAN
1. PURPOSE. The Mosinee Paper Corporation 1985 Executive
Stock Option Plan (the "Plan") is intended to attract and retain key
executive employees by permitting such employees of Mosinee Paper
Corporation (the "Company") or any parent or subsidiary of the Company
to acquire authorized and unissued, or reacquired, shares of common
stock, $2.50 par value, of the Company ("Stock") pursuant to purchase
options. The availability of the options and grants thereof will
furnish additional inducements to such employees to continue employment
with the Company, or any parent or subsidiary of the Company, and
encourage them, by giving them an opportunity to acquire a greater
stake in the Company's success, to increase their efforts to promote
the best interests of the Company and its stockholders. Subject to the
provisions of the Plan, there may be granted options containing such
terms and conditions as shall be requisite to constitute them
"nonqualified stock options," i.e., options which are not "incentive
stock options" within the meaning of Section 422A of the Internal
Revenue Code of 1954, as amended (the "Code"). A key employee may be
granted and may hold one or more nonqualified stock options under this
Plan.
2. ELIGIBLE EMPLOYEES. The persons eligible to receive
options under the Plan shall be key executive employees (who may also
be officers or directors) of the Company or any parent or subsidiary of
the Company and who are selected by the Executive Compensation & Bonus
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Committee (the"Committee") designated by the Board of Directors of the
Company (the "Board"). Directors of the Company or any parent or
subsidiary of the Company who are not also employees of the Company
or any parent or subsidiary of the Company shall not be eligible to
receive options under the Plan.
3. TIME AND MANNER OF GRANTING OPTIONS. From and after the
Effective Date of the Plan (as defined in Section 16 hereof) and
continuing to the close of business on the tenth anniversary of such
Effective Date, the Committee may, at such time or times as the
Committee may determine, grant to any one or more eligible employees
("Optionees") nonqualified stock options, each such option to cover the
purchase of such number of shares of Stock upon such terms and
conditions not inconsistent with the Plan as the Committee shall from
time to time determine.
No person shall have any right to an option or any other right
under the Plan unless and until an option shall be granted to such
person by the Committee. Subject to the provisions of Section 9
hereof, no more than 90,000 shares of Stock shall be sold pursuant to
the exercise of all options granted hereunder. Any shares for which an
option is granted hereunder which for any reason are released from such
option by expiration or termination thereof or otherwise shall be
available for reoptioning under this Plan. The Company shall,
forthwith upon the granting of an option, mail or deliver to the
Optionee a copy of the Plan and an option certificate evidencing such
option. Option certificates shall be in such
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form and shall contain such terms and provisions not inconsistent with
the Plan as the Committee shall deem appropriate.
4. TERM OF OPTIONS. In no event shall any stock option
granted under the Plan be exercisable after the expiration of twenty
years from the date such option is granted.
5. TERMS AND CONDITIONS.
(a) Nonqualified stock options granted under this Plan
shall contain such provisions, not inconsistent with this Plan, as
may be deemed advisable by the Committee.
(b) The option price per share of Stock under any
nonqualified stock option granted hereunder shall be not less than one
hundred per cent (100%) of the fair market value of one share of Stock
on the date such option is granted.
6. MANNER OF EXERCISE OF OPTIONS.
(a) Subject to the provisions of Section 8 hereof, each
option granted hereunder shall become exercisable on the date specified
in the option agreement but in no event earlier than six months after
the date of grant. Any shares with respect to which an option becomes
exercisable shall remain available for purchase by exercise of the
option in accordance with its terms at any time or from time to time
before the option expires.
(b) Exercise shall be effected only by delivery to the
Company of an irrevocable written notice of the Optionee's election
to exercise the option with respect to a specified whole number of
shares of Stock. Such exercise must be followed within five (5)
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business days by payment in cash to the Company of (i) the amount of
the option purchase price for the number of shares of Stock as to which
the option is then being exercised and (ii) the amount of any
applicable federal or state withholding taxes. The Optionee's failure
to so pay shall result in the forfeiture of his rights under the Plan
for the number of shares specified in the notice. No option may be
exercised with respect to a fractional share of Stock.
7. NON-TRANSFERABILITY. Options granted hereunder shall not
be transferable by an Optionee otherwise than by will or the laws of
descent and distribution and may, during the lifetime of an Optionee,
be exercised only by such Optionee.
8. EXERCISE AFTER TERMINATION OF EMPLOYMENT.
(a) For purposes of the Plan and each option granted under
the Plan, an Optionee's employment shall be deemed to have terminated
at the close of business on the day preceding the first date on which
he is no longer for any reason whatsoever employed by the Company or
by any parent or subsidiary of the Company, provided that the Committee
may determine in one or more particular cases that a leave of absence
granted by the employing corporation shall not result in the
termination of an Optionee's employment.
(b) If an Optionee's employment is terminated by his
voluntary resignation or if he is discharged for cause, any option held
by the Optionee shall expire on the date of such termination. For
purposes of this section, "for cause" shall mean affirmative acts in
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violation of federal, state, or local criminal law.
(c) If an Optionee dies while such Optionee is an employee of
the Company or any parent or subsidiary of the Company or within three
months after his termination of employment for a reason other than
voluntary resignation or discharge for cause, any option held by such
Optionee at the date of the Optionee's death may be exercised by such
Optionee's estate or the person to whom such option is transferred by
will or the applicable laws of descent and distribution with respect to
all or any part of that number of shares of Stock as to which such
option was exercisable by the Optionee immediately before his death but
only if the date of exercise is both within 20 years from the Date of
Grant (or such shorter period in which the option would have expired if
the Optionee had lived and remained in the Company's employ) and within
one year after the date of the Optionee's death. In the event an
Optionee has attained his Retirement Date (as defined herein), (i) the
provisions of Section 8(b) and of the preceding sentence shall not be
applicable to such Optionee's nonqualified stock options and (ii) any
nonqualified stock option held by such Optionee at the date of the
Optionee's death may be exercised by such Optionee's estate or the
person to whom such option is transferred by will or the applicable
laws of descent and distribution with respect to all or any part of
that number of shares of Stock as to which such option was exercisable
by the Optionee immediately before his death but only if the
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date of exercise is both within 20 years from the Date of Grant (or
such shorter period in which the option would have expired if the
Optionee had lived and remained in the Company's employ) and on or
before the second anniversary of the Optionee's Retirement Date. For
purposes of this Plan, the term "Retirement Date" shall mean the date
on which the Optionee's employment with the Company (and any parent or
subsidiary of the Company) terminates (including termination because of
death) for a reason other than cause if the Optionee had then attained
age 55 and completed ten calendar years of service with the Company
(or any parent or subsidiary of the Company).
(d) If an Optionee's employment is terminated for any reason
other than voluntary resignation, discharge for cause or death, any
option held by the Optionee may be exercised at any time which is both
before the time the option would otherwise expire and within three
months after the date of such cessation of employment, but only with
respect to that number of shares of Stock which the Optionee would have
been permitted to purchase under his option immediately before the date
of termination of such Optionee's employment. In the event an Optionee
has attained his Retirement Date, (i) the provisions of Section 8(b)
and of the preceding sentence shall not be applicable to such
Optionee's nonqualified stock options and (ii) such Optionee's
nonqualified stock options may be exercised at any time which is both
before the time the option would
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otherwise expire and on or before the second anniversary of the
Optionee's Retirement Date, but only with respect to that number of
shares of Stock which the Optionee would have been permitted to
purchase under his option immediately before the date of termination of
such Optionee's employment.
9. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION, ETC. If the
Company shall, after the Effective Date, change its Stock into a
greater or lesser number of shares through a stock dividend, stock
split-up or combination of shares, then
(i) the number of shares of Stock then subject to the Plan but
which are not then subject to any outstanding option;
(ii) the number of shares of Stock subject to each then
outstanding option or (to the extent not previously
exercised); and
(iii) the price per share payable upon exercise of each then
outstanding option, shall all be proportionately
increased or decreased as of the record date for such
stock dividend, stock split-up or combination of shares
in order to give effect thereto. Notwithstanding any
such proportionate increase or decrease, no fraction of a
share of Stock shall be issued upon the exercise of an
option. If any split-up or combination of shares shall
involve a change of par value, the shares of Stock
subject to options theretofore or
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thereafter granted shall be the shares of Stock as so
changed.
If, after the Effective Date, there shall be any change in the
Stock of the Company other than through a stock dividend, stock
split-up or combination of shares, then if (and only if) the Committee
shall determine that such change equitably requires an adjustment in
the number or kind or option price of shares of Stock then subject to
an option, or the number or kind of shares remaining subject to the
Plan, such adjustment as the Committee shall determine is equitable
and as shall be approved by the Board shall be made and shall be
effective and binding for all purposes of such option and the Plan.
If any member of the Board shall, at the time of such approval, be an
Optionee, he shall not participate in action in connection with such
adjustment.
10. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee, which
shall consist of three or more persons selected by the Board from its
members. The Committee shall have authority to determine who are, from
time to time, eligible employees, to construe the Plan, to prescribe,
amend and rescind rules and regulations for the administration of the
Plan, to amend or modify the Plan in such manner as the Committee deems
required to make the Plan conform to the provisions of any federal or
state laws, or regulations issued thereunder, or practically workable,
and to take any other action necessary or advisable for the effective
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administration of the Plan; provided, however, that no such amendment
or modification of the Plan shall affect the provisions of any option
granted before such amendment or modification to the detriment of any
Optionee unless such amendment or modification is required to comply
with any applicable law or regulation, and provided, further, that any
such amendment of the Plan extending the period within which options
may be granted under the Plan, or increasing the number of shares of
Stock to be optioned under the Plan (except as provided in Section 9
hereof), or reducing the minimum purchase price per share provided in
the Plan (except as provided in Section 9 hereof), or changing the
class of employees to whom options may be granted under the Plan shall,
in each case, be subject to approval by the Board. Decisions of the
Committee shall be final. Members of the Committee may be removed by
the Board. Vacancies in the Committee may be filled, and additional
members may be appointed from time to time by the Board. The decision
of a majority in number of the members of the Committee, from time to
time acting, shall be deemed to be the decision of the Committee, and a
majority in number of members of the Committee, from time to time
acting, shall constitute a quorum of the Committee for the transaction
of any business. No member of the Committee may be an individual who
is or has been for at least one year prior to selection to the
Committee, eligible for participation in the Plan.
(b) The authority granted the Board of Directors in this
section of the Plan shall be exercised solely by those directors who
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are not, and have not been for at least one year prior to such
exercise, eligible for participation in the Plan.
11. STOCKHOLDERS' RIGHTS UPON EXERCISE. An Optionee shall
not, by reason of the Plan or any option granted pursuant to the Plan,
have any rights of a stockholder of the Company; however, upon each
exercise of an option under the Plan, the Optionee shall have, with
respect to the number of shares of Stock as to which such option is
then being exercised, all rights of a stockholder of record from the
date of such exercise, irrespective of whether certificates to evidence
the shares of Stock with respect to which the option was exercised
shall have been issued on such date.
12. THE RIGHT OF EMPLOYER TO TERMINATE EMPLOYMENT. Nothing
contained in the Plan or in any option granted pursuant to the Plan
shall confer upon any Optionee any right to be continued in the
employment of the Company, or any parent or subsidiary of the Company,
or interfere in any way with the right of such Optionee's employer to
terminate his employment at any time with or without cause.
13. GOVERNMENT APPROVALS. If at any time the Company shall
be advised by its counsel that the exercise of any option or the
delivery of shares of Stock upon the exercise of an option is required
to be approved, registered or qualified under any applicable law, or
must be accompanied or preceded by a prospectus or similar circular
meeting the requirements of any applicable law, the Company will use
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its best efforts to obtain such approval, to effect such registrations
and qualifications, or to provide such prospectus or similar circular
within a reasonable time, but exercise of the options or delivery by
the Company of certificates for shares of Stock may be deferred until
such approvals, registrations or qualifications are effected, or until
such prospectus or similar circular is available.
14. DISCONTINUANCE OF THE PLAN. The Board may decrease the
number of shares issuable under the Plan or discontinue and terminate
the Plan at any time, but no such decrease, discontinuance or
termination shall affect any options granted before such decrease,
discontinuance or termination.
15. MERGER, REORGANIZATION OR CHANGE IN CONTROL.
(a) Nothing contained in this Plan or in any option granted
under the Plan shall in any way prohibit the Company from merging with
or consolidating into another corporation, or from selling or
transferring all or substantially all of its assets, or from
distributing all or substantially all of its assets to its stockholders
in liquidation, or from dissolving and terminating its corporate
existence; and in any such event (other than a merger in which the
Company is the surviving corporation and after which the Company
remains an independent, publicly held corporation), the Company or any
surviving party to any such merger, consolidation, or sale or transfer
of assets may provide by resolution of its Board of Directors that all
rights of the person or persons entitled to exercise then outstanding
options granted under the Plan, and such options, shall wholly and
completely terminate at the time of any such
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merger, consolidation, sale or transfer of assets, liquidation, or
dissolution, except that adequate provision for such person or persons
shall be made in accordance with paragraph (b) below.
(b) In the event that (i) any individual, corporation,
partnership or other person or group of persons or entities becomes the
beneficial owner, directly or indirectly, of 45% or more of the
Company's then outstanding Common Stock ("Change in Control") or (ii)
any merger, consolidation, liquidation, dissolution or termination
after which the Company will not survive as an independent,
publicly-owned corporation or any sale or transfer of all or
substantially all of the Company's assets ("Reorganization") occurs,
then the Company shall pay with respect to each outstanding option
under this Plan an amount equal to (x) the difference between the Fair
Market Value (as defined in (c) below) and exercise price of the
option, multiplied by (y) the number of shares of Stock subject to
such option. Such payment shall be made in cash within 30 days after,
in the case of a Reorganization requiring approval by the Company
stockholders, the date of such approval and, in the case of a Change in
Control, the date upon which such change occurs.
(c) Solely for purposes of (b) above, "Fair Market Value"
shall mean the greater of (i) the highest price per share of the
Company's Common Stock (x) paid by the acquiring person within twelve
months of the occurrence of the Change in Control to effect such change
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or (y) provided for in any agreement for the Reorganization or
(ii) fair market value determined in accordance with Section 17
of this Plan.
16. EFFECTIVE DATE OF PLAN, The Plan has been adopted by the
Board on June 27, 1985, and the Plan shall be deemed to have become
effective on such date.
17. MISCELLANEOUS.
(a) The transfer of an employee from the Company to a parent
or subsidiary of the Company or from a parent or subsidiary of the
Company to the Company or another parent or subsidiary of the Company
shall not be a termination of employment or an interruption of
continuous employment for the purposes of the Plan.
(b) As used in the Plan, the terms "parent" and "subsidiary"
shall have the meanings ascribed to them in Sections 421, 422A and 425
of the Code.
(c) Except as otherwise provided, for purposes of this Plan,
the fair market value of a share of Stock on a specified day shall be
the mean between the high and low sale price per share as reported for
such day (or if such day is not a business day, for the immediately
preceding business day) on a national stock exchange, or if the Stock
is not listed on such an exchange, on the NASDAQ national market
system.
(d) No option or shares of Stock issuable under the Plan shall
be transferable or assignable either by the voluntary or involuntary act
of the Optionee or by operation of law, or be liable for any debts or
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liabilities of the Optionee, except as provided herein.
Section 18. Notwithstanding any other provision of this Plan or of
any option agreement relating to any option granted hereunder, the
consummation of the transactions contemplated by that certain Agreement
and Plan of Merger, dated as of August 24, 1997, by and among Wausau
Paper Mills Company, WPM Holdings, Inc. and the Company on
substantially the terms and conditions set forth therein as of August
24, 1997 shall not be deemed to constitute a "Change in Control" or any
other transaction described in Section 11(b) of this Plan and of any
corresponding or similar provision of any such option agreement.
Without limiting the generality of the foregoing, the consummation of
such transactions shall not result in the payment of any cash to any
holder of an option granted under this Plan.
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AMENDMENT TO
MOSINEE PAPER CORPORATION
1985 EXECUTIVE STOCK OPTION PLAN
Amendment adopted March 4, 1999, replacing the provisions of Section 15
in its entirety with the following:
15. CHANGE IN CONTROL.
(a) For purposes of the Plan, a "Change in Control" means the
happening of any of the following events:
(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the
then outstanding common stock (the "Outstanding Company Common Stock")
of Wausau-Mosinee Paper Corporation (the "Corporation") or (B) the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors
(the "Outstanding Corporation Voting Securities"); excluding, however,
the following: (1) any acquisition directly from the Corporation other
than an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Corporation, (2) any acquisition by the Corporation, (3) any
acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Corporation or any entity controlled by the
Corporation, (4) any acquisition pursuant to a transaction which
complies with clauses (A), (B), and (C) of paragraph (iii) of this
Section 15(a), (5) except as provided in paragraphs (d) and (e), any
acquisition by any of the Woodson Entities or any of the Smith
Entities, or (6) any increase in the proportionate number of shares of
Outstanding Corporation Common Stock or Outstanding Corporation Voting
Securities beneficially owned by a Person to 20% or more of the shares
of either of such classes of stock if such increase was solely the
result of the acquisition of Outstanding Corporation Common Stock or
Outstanding Corporation Voting Securities by the Corporation; provided,
however, that this clause (6) shall not apply to any acquisition of
Outstanding Corporation Common Stock or Outstanding Corporation Voting
Securities not described in clauses (1), (2),(3),(4), or(5) of this
paragraph (i) by the Person acquiring such shares which occurs after
such Person had become the beneficial owner of 20% or more of either
the Outstanding Corporation Common Stock or Outstanding Corporation
Voting Securities by reason of share purchases by the Corporation; or
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(ii) A change in the composition of the Board of Directors of the
Corporation (for purposes of this Section 15, the "Board")such that the
individuals who, as of the Effective Date, constitute the Board (such
Board shall be hereinafter referred to as the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board;
provided, however, for purposes of the Plan, that any individual who
becomes a member of the Board subsequent to the Effective Date whose
election, or nomination for election by the Corporation's shareholders,
was approved by a vote of at least a majority of those individuals who
are members of the Board and who were also members of the Incumbent
Board (or deemed to be such pursuant to this proviso) shall be deemed
to be and shall be considered as though such individual were a member
of the Incumbent Board, but provided, further, that any such individual
whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board shall not be so deemed or
considered as a member of the Incumbent Board; or
(iii) Consummation of a reorganization, merger or consolidation,
or sale or other disposition of all or substantially all of the assets
of the Corporation or the acquisition of the assets or securities of
any other entity (a "Corporate Transaction"); excluding, however, such
a Corporate Transaction pursuant to which (A) all or substantially all
of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly or indirectly,
more than 60% of, respectively, the outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such
transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more
subsidiaries) (the "Resulting Corporation") in substantially the same
proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (B) no
Person (other than the Corporation, any employee benefit plan (or
related trust) of the Corporation, any Woodson Entity, any Smith
Entity, or such Resulting Corporation) will beneficially own, directly
or indirectly, 20% or more of, respectively, the outstanding shares of
common stock of the Resulting Corporation or the combined voting power
of the then outstanding voting securities of such Resulting Corporation
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entitled to vote generally in the election of directors except to the
extent that such ownership existed with respect to the Corporation
prior to the Corporate Transaction, and (C) individuals who were
members of the Incumbent Board will constitute at least a majority of
the members of the board of directors of the Resulting Corporation; or
(iv) The Woodson Entities acquire beneficial ownership of more
than 35% of the Outstanding Corporation Common Stock or Outstanding
Corporation Voting Securities or of the outstanding shares of common
stock or the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as
the case may be, of the Resulting Corporation; or
(v) The Smith Entities acquire beneficial ownership of more than
35% of the Outstanding Corporation Common Stock or Outstanding
Corporation Voting Securities or of the outstanding shares of common
stock or the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as
the case may be, of the Resulting Corporation; or
(vi) The approval by the shareholders of the Corporation of a
complete liquidation or dissolution of the Corporation.
For purposes of this Section 15(a), the term "Woodson Entities"
shall mean Aytchmonde P. Woodson, Leigh Yawkey Woodson and Alice
Richardson Yawkey, members of their respective families and their
respective descendants (the "Woodson Family"), heirs or legatees of
any of the Woodson Family members, transferees by will, laws of descent
or distribution or by operation of law of any of the foregoing
(including of any such transferees) (including any executor or
administrator of any estate of any of the foregoing), any trust
established by any of Aytchmonde P. Woodson, Leigh Yawkey Woodson, or
Alice Richardson Yawkey, whether pursuant to last will or otherwise,
any partnership, trust or other entity established primarily for the
benefit of, or any other Person the beneficial owners of which consist
primarily of, any of the foregoing or any Affiliates or Associates of
any of the foregoing or any charitable trust or foundation to which any
of the foregoing transfers or may transfer securities of the
Corporation (including any beneficiary or trustee, partner, manager or
director of any of the foregoing or any other Person serving any such
entity in a similar capacity).
For purposes of this Section 15(a), the term "Smith Entities" shall
mean David B. Smith and Katherine S. Smith, members of their respective
families and their respective descendants (the "Smith Family"), heirs
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or legatees of any of the Smith Family members, transferees by will,
laws of descent or distribution or by operation of law of any of the
foregoing (including of any such transferees) (including any executor
or administrator of any estate of any of the foregoing), any trust
established by either of David B. Smith or Katherine S. Smith, whether
pursuant to last will or otherwise, any partnership, trust or other
entity established primarily for the benefit of, or any other Person
the beneficial owners of which consist primarily of, any of the
foregoing or any Affiliates or Associates of any of the foregoing or
any charitable trust or foundation to which any of the foregoing
transfers or may transfer securities of the Corporation (including
any beneficiary or trustee, partner, manager or director of any of the
foregoing or any other Person serving any such entity in a similar
capacity).
For purposes of this Section 15(a), the terms "Affiliate" and
"Associate" shall have the meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Exchange Act as in
effect on the date of this Plan.
(b)
(i) In the event of a Change in Control,
(A) all options outstanding on the date on which such Change
in Control has occurred (the "Change in Control Date") shall, to
the extent not then exercisable or vested, immediately become
exercisable in full, and
(B) each Optionee may elect, with respect to each option held
by such Optionee on the Change in Control Date (the Optionee's
"Election Right"), to surrender such option for an immediate lump
sum cash payment in an amount equal to the product of (1) the
number of shares of common stock of the Corporation (for purposes
of this Section 15(b), "Shares") then subject to the option as to
which the election is being exercised, multiplied by (2) the
excess, if any, of (a) the greater of (i) the Change in Control
Price or (ii) the highest fair market value of a Share on any day
in the 60-day period ending on the Change in Control Date, over (b)
the option price of such option. For purposes of this Section
15(b), the "Change in Control Price" shall mean, if the Change in
Control is the result of a tender or exchange offer or a Corporate
Transaction (as defined in Section 15(a)(iii), the highest price
per Share paid in such tender or exchange offer or Corporate
Transaction. To the extent that the consideration paid in any such
transaction consists all or in part of securities or other noncash
consideration, the value of such securities or other noncash
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consideration shall be determined in the sole discretion of the
Committee.
(ii) The exercise of an Election Right must be in writing, specify
the option or options and the number of Shares as to which the election
is being exercised, and be delivered to the Secretary of the
Corporation either in person or by depositing said notice and payment
in the United States mail, postage pre-paid and addressed to such
officer at the Corporation's home office on or before the 60th day
following the Change in Control Date.
(iii) All payments due an Optionee pursuant to the provisions of
this Section 15(b) shall be made by the Corporation on or before the
5th business day following the date on which the Optionee's election
has been delivered to the Corporation pursuant to Section 15(b)(ii).
(iv) Notwithstanding any other provision of this Section 15(b), if
the grant or the exercise of an Optionee's Election Right or payment of
cash provided for in Section 15b)(i) would make a Change in Control
transaction ineligible for pooling-of-interests accounting treatment
under APB No. 16, that, but for the nature of such grant or exercise of
Election Rights or payment of cash, would otherwise be eligible for
such pooling-of-interests accounting treatment, the Committee shall
have the right and authority to substitute for the cash payments to be
made to the Optionee pursuant to Section 15(b)(ii), Shares with a fair
market value, determined as of the date of delivery of such Shares,
equal to the cash that would otherwise be payable to such Optionee in
connection with the exercise of an Optionee's Election Right hereunder
or, to the extent necessary to preserve such pooling-of-interests
accounting treatment, to otherwise modify, eliminate, or terminate such
Election Right.
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