Exhibit 99(c)
AMENDMENT
TO HEILIG-MEYERS COMPANY
1994 STOCK OPTION PLAN
AMENDMENT, dated as of December 18, 1996 to the Heilig- Meyers Company
1994 Stock Option Plan, by Heilig-Meyers Company (the "Company").
The Company maintains the Heilig-Meyers Company 1994 Stock Option Plan,
effective as of February 8, 1994 (the "Plan"), as amended. The Company now
wishes to further amend the Plan to make certain changes outlined below:
NOW THEREFORE, the Plan is amended as follows:
I. The first sentence of Section 2(s) shall be amended to read as follows:
(s) "Rule 16a-12" and "Rule 16b-3" mean Rule 16a-12 and
Rule 16b-3 promulgated under the Securities Exchange
Act of 1934.
II. Section 2(w) shall be deleted.
III. In the last sentence of Section 4, the phrase ", if permissible under
Rule 16b-3," shall be deleted.
IV. Subsection 8(a)(i) shall be amended to read as follows:
(i) deliver shares of already owned Company Stock held
for at least six (6) months or cause to be withheld
from the Option shares of Company stock (in either
case valued at their Fair Market Value on the date of
exercise) in satisfaction of all or any part of the
exercise price,"
V. In Subsection 8(c)(i), after the words "already owned Company Stock"
shall be added the words "held for at least six (6) months".
VI. Section 9 is amended in its entirety to read as follows:
9. Transferability of Options and Stock Appreciation Rights.
Nonstatutory Stock Options and Stock Appreciation Rights shall
be transferable if and to the extent provided in the
Participant's stock option agreement. The Committee may in
its discretion provide in a stock option agreement (or amend
an existing agreement to provide) that Nonstatutory Stock
Options and Stock Appreciation Rights covered by the agreement
are transferable
by the Participant by will, by the laws of descent and
distribution, and during the Participant's lifetime to the
Participant's spouse, children, stepchildren, and
grandchildren, including relationships arising from legal
adoption ("Immediate Family Members") or to trusts or
partnerships established for the exclusive benefit of the
Participant's Immediate Family Members. A stock option
agreement providing for INTER VIVOS transfer shall also
provide that INTER VIVOS transferees may not subsequently
transfer the Options or Stock Appreciation Rights except to
the Participant's Immediate Family Members and to family
entities within the Participant's original transferee
universe, and that the Options and Stock Appreciation Rights
shall continue to be subject to all the terms and conditions
applicable prior to the transfer. The Participant will be
deemed to receive compensation income and will remain subject
to withholding taxes upon exercise of an Option or Stock
Appreciation Right by any transferee.
VII. The introductory paragraph of Section 13 is amended in its entirety to
read as follows:
13. Administration of the Plan. The Plan shall be administered by
a committee (the "Committee"), which shall be appointed by the
Board of Directors and structured to meet the requirements of
Rule 16b-3 and of ss. 162(m) of the Code. The Committee shall
be the Compensation Committee of the Board, unless the Board
shall appoint another committee (or subcommittee) to
administer the Plan, in which case that other committee (or
subcommittee) shall be the Committee for the purposes of this
Plan. If and to the extent required by Rule 16b-3, all members
of the Committee shall be "Non-Employee Directors" as that
term is defined in Rule 16b-3. If any member fails to qualify
as a "Non-Employee Director" (to the extent required by Rule
16b-3), such person shall immediately cease to be a member of
the Committee and shall not take part in future Committee
deliberations. The Committee shall have general authority to
impose any limitation or condition upon an Award the Committee
deems appropriate to achieve the objectives of the Award and
the Plan and, in addition, and without limitation and in
addition to powers set forth elsewhere in the Plan, shall have
the following specific authority:
VIII. The phrase set forth in Section 13(a)(xii) shall be deleted,
and the numerals "(xiii)" and "(xiv)" in
Section 13(a) shall be changed to "(xii)" and "(xiii)",
respectively.
IX. In all respects not amended, the Plan is hereby ratified and confirmed.
* * * * * *
To record the adoption of this Amendment, as set forth above, the
Company has caused this document to be signed on this 9th day of January, 1997.
HEILIG-MEYERS COMPANY
By: /s/ William C. DeRusha
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William C. DeRusha