EXHIBIT 10.3
------------
HEMISPHERE INVESTMENTS, INC.
THIRD AMENDED AND RESTATED
1996 EMPLOYEE STOCK OPTION INCENTIVE PLAN
1. Purpose; Types of Awards; Construction.
--------------------------------------
The purpose of the HEMISPHERE INVESTMENTS INC. THIRD AMENDED AND RESTATED
1996 EMPLOYEE STOCK OPTION INCENTIVE PLAN (the "Plan") is to afford an incentive
to selected directors, employees and independent contractors of HEMISPHERE
INVESTMENTS, INC., a Florida corporation ("Hemisphere") or any Subsidiaries
which now exist or hereafter are organized or acquired (collectively, the
"Company"), to acquire a proprietary interest in the Company, to continue as
directors, employees or independent contractors, as appropriate, to increase
their efforts on behalf of the Company and/or to promote the success of the
Company's business.
2. Definitions.
-----------
The following terms, as used herein, shall have the following meanings:
(a) "Award" shall mean any Option granted under the Plan.
(b) "Award Agreement" shall mean any written agreement, contract, or
other instrument or document between the Company and a Participant or a Grantee
evidencing an Award.
(c) "Board" shall mean the Board of Directors of Hemisphere.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Company" shall mean, collectively, Hemisphere and all of its
Subsidiaries now held or hereafter formed, organized, or acquired.
(f) "Disability" shall mean a disability which would qualify as a
"permanent and total disability" under Section 22(e)(3) of the Code or any
successor provision.
(g) "Fair Market Value" of a share of Stock on any date shall mean
the value determined by the Option Committee after taking into consideration all
factors which it deems appropriate, including, without limitation, recent sale
and offer prices of the Stock in private transactions negotiated at arm's
length.
(h) "Grantee" shall mean an officer, director or other employee of
the Group who is, pursuant to Section 4 of the Plan, selected to participate
herein with respect to the grant of an Incentive Stock Option.
(i) "Incentive Stock Option" shall mean an Option that meets the
requirements of Section 422 of the Code, or any successor provision, and that is
designated by the Option Committee as an Incentive Stock Option.
(j) "Nonqualified Stock Option" shall mean an Option other than an
Incentive Stock Option.
(k) "Option" shall mean the right, granted pursuant to this Plan, of
a holder to purchase shares of Stock at a price and upon the terms to be
specified by the Option Committee.
(l) "Option Committee" shall mean the Option Committee as appointed
by the Board and as described in Section 3 hereof.
(m) "Participant" shall mean (i) an officer or director of the
Company, (ii) an employee of the Company who is not an officer or director, or
(iii) a person or service company that performs services in the capacity of an
independent contractor on behalf of the Company, who (or which) is, pursuant to
Section 4 of the Plan selected to participate herein; provided, however, any
-------- -------
Participant who (or which) is not also a Grantee hereunder shall not be eligible
to participate in the grant of an Incentive Stock Option hereunder.
(n) "Plan Year" shall mean the Company's fiscal year.
(o) "Relationship" shall mean, solely with respect to an independent
contractor, such individual's or service company's capacity of performing
services as an independent contractor for the Company, and solely with respect
to a director that is not an employee of the Company, the termination of such
individual's position as a director of the Company.
(p) "Retirement" shall mean retirement of a Participant (who is not
an independent contractor) or a Grantee from the employ of the Company in
accordance with the terms of an applicable qualified retirement plan or, if such
Participant or Grantee is not covered by such a plan, on or after such
Participant's or Grantee's 65th birthday.
(q) "Stock" shall mean Hemisphere's common stock, par value $.001 per
share.
(r) "Subsidiary" shall mean any corporation (whether incorporated in
the United States or a foreign country) in an unbroken chain of corporations
beginning with Hemisphere if, at the time of granting of an Award, each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.
(s) "Ten Percent Stockholder" shall mean a Grantee who, at the time
an Incentive Stock Option is to be granted to such Grantee, owns (within the
meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of Hemisphere
(or any Subsidiary) within the meaning of Section 424(d) of the Code.
(t) "Unvested Portion" shall mean, as of a particular date, that
portion of an Option granted to a Participant or Grantee hereunder which is not
a Vested Portion. In the event a Participant or a Grantee is granted more than
one Option, the "Unvested Portion" shall refer to all of such Unvested Portions.
2
(u) "Vested Portion" shall mean, as of a particular date, that
portion of an Option granted to a Participant or Grantee hereunder which is
exercisable, and with respect to which a Participant or a Grantee is vested,
pursuant to the terms of such Participant's or Grantee's Award Agreement. In the
event a Participant or a Grantee is granted more than one Option, the "Vested
Portion" shall refer to all of such Participant's or Grantee's Vested Portions.
3. Administration.
--------------
The Plan shall be administered by the Option Committee, which shall be
comprised of three (3) or more persons, as determined by the Board of Directors
from time to time, with one such member being Hemisphere's Chief Executive
Officer. The Option Committee shall have the authority, in its sole discretion,
subject to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to
grant Awards; to determine the persons to whom and the time or times at which
Awards shall be granted; to determine the type and number of Awards to be
granted; to determine the number of shares of Stock to which an Award may
relate; to determine whether, to what extent, and under what circumstances
(subject always to the terms of Section 7(e) below) an Award may be settled,
canceled, forfeited, exchanged, or surrendered; to construe and interpret the
Plan and any Award; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of Award Agreements;
and to make all other determinations deemed necessary or advisable for the
administration of the Plan.
The Option Committee may appoint a chairperson and a secretary and may make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. All determinations of the
Option Committee shall be made by a majority of its members either present in
person or participating by conference telephone at a meeting or by written
consent. The Option Committee may delegate to one or more of its members or to
one or more agents such administrative duties as it may deem advisable, and the
Option Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any responsibility
the Option Committee or such person may have under the Plan. All decisions,
determinations and interpretations of the Option Committee shall be final and
binding on all persons, including the Company, the Participant, the Grantee (or
any person claiming any rights under the Plan from or through any Participant or
Grantee) and any stockholder.
No member of the Board or the Option Committee shall be liable for any
action taken or determination made in good faith with respect to the Plan or any
Award granted hereunder, and such members shall be indemnified and held harmless
by the Company with respect to any cost, damage or liability (including, without
limitation, reasonable attorneys fees and costs) arising from or attributable to
any such action.
4. Eligibility.
-----------
Awards may be granted to (i) officers, directors and other employees of the
Company, (ii) directors who are not employees of the Company, or (iii) persons
and service companies providing services in their capacities as independent
contractors for the Company, in the sole
3
discretion of the Option Committee. In determining the persons or service
companies to whom Awards shall be granted and the type of Award, the Option
Committee shall take into account such factors as the Option Committee shall
deem relevant in connection with accomplishing the purposes of the Plan.
5. Stock Subject to the Plan; Limitation on Grants. The maximum number of
-----------------------------------------------
shares of Stock reserved for issuance pursuant to the Plan shall be six million
twenty-two thousand six hundred and sixty seven (6,022,667) shares, subject to
adjustment as provided herein.
In the event that the Option Committee shall determine that any dividend or
other distribution (whether in the form of cash, Stock, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Option Committee shall make such
equitable changes or adjustments as it deems necessary or appropriate to any or
all of (i) the number and kind of shares of Stock which may thereafter be issued
in connection with Awards, (ii) the number and kind of shares of Stock issued or
issuable in respect of outstanding Awards, and (iii) the exercise price, grant
price, or purchase price relating to any Award; provided, that, with respect to
-------- ----
Incentive Stock Options, such adjustment shall be made in accordance with
Section 424 of the Code.
If any Award granted under this Plan is terminated or expires for any
reason whatsoever, in whole or in part, the shares (or remaining shares) of
Stock subject to that particular Award shall again be available for grant under
this Plan.
6. Stock Options. The Option Committee shall have authority to grant
-------------
Nonqualified Stock Options to Participants and Incentive Stock Options to
Grantees on the following terms and conditions:
(a) Number of Shares. Each Award Agreement shall state the number of
----------------
shares of Stock to which the Option relates.
(b) Type of Option. Each Award Agreement shall specifically state that
--------------
the Option constitutes an Incentive Stock Option or a Nonqualified Stock Option.
(c) Option Price. Each Award Agreement shall state the Option price.
------------
The Option price per share of Stock purchasable under an Option shall be
determined by the Option Committee; provided, that, in the case of an Incentive
-------- ----
Stock Option, such exercise price shall be not less than the Fair Market Value
of a share on the date of grant of such Option. The date as of which the Option
Committee adopts a resolution expressly granting an Option shall be considered
the day on which such Option is granted.
(d) Method and Time of Payment. The Option price shall be paid in
--------------------------
full, at the time of exercise, in cash or in shares of Stock having a Fair
Market Value equal to such Option price or in a combination of cash and Stock
or, in the sole discretion of the Option Committee, through a cashless exercise
procedure.
4
(e) Term and Exercisability of Options. Options shall be exercisable
----------------------------------
over the exercise period (which, with respect to Incentive Stock Options, shall
not exceed ten (10) years from the date of grant), at such times and upon such
conditions as the Option Committee may determine, as reflected in the Award
Agreement; provided, that, the Option Committee shall have the authority to
-------- ----
accelerate the exercisability or vesting of any outstanding Option (including,
without limitation, the exercisability or vesting of any outstanding Option
after the occurrence of an event described in Section 6(i) below), or extend the
exercise period, at such times and under such circumstances as it, in its sole
discretion, deems appropriate; provided, however, with respect to Incentive
-------- -------
Stock Options, the Option Committee shall not be permitted to extend the
exercise period beyond that date which is ten (10) years from the date of grant.
An Option may be exercised, as to any or all full shares of Stock as to which
the Option has become exercisable, by written notice delivered in person or by
mail to the Secretary of Hemisphere, specifying the number of shares of Stock
with respect to which the Option is being exercised. For purposes of the
preceding sentence, the date of exercise will be deemed to be the date upon
which the Secretary of Hemisphere receives such notification, provided that
payment for such shares is received by Hemisphere upon such date.
(f) Delivery of Purchased Stock. On the exercise date specified in
---------------------------
the Participant's or Grantee's notice or as soon thereafter as is practicable,
Hemisphere shall deliver to the exercising Participant or Grantee, a certificate
or certificates for the shares of Stock then being purchased (out of theretofore
unissued Stock or reacquired Stock, as Hemisphere may elect) upon full payment
for such shares.
(g) Failure to Pay or Accept Delivery. If an exercising Participant
---------------------------------
or Grantee fails to pay for any Stock specified in such notice or fails to
accept delivery thereof, such Participant's or Grantee's right to purchase such
Stock may be terminated by the Option Committee, at its sole discretion.
(h) No Rights of Shareholders. Neither any Participant nor Grantee
-------------------------
nor any personal representative (or beneficiary) shall be, or shall have any
rights and privileges of, a shareholder of Hemisphere with respect to any shares
of Stock purchasable or issuable upon the exercise of any Option granted
hereunder, in whole or in part, prior to the date of exercise of such Option as
defined in paragraph 6(e).
(i) Termination. If a Participant's or Grantee's employment by, or
-----------
Relationship with, the Company terminates, Options granted to such Participant
or Grantee prior to such termination shall remain exercisable following the
effective date of such termination as follows:
(i) Cause. If the Relationship of a Participant or the
-----
employment of a Participant or Grantee by the Company is terminated for Cause
(as defined herein), all unexercised Options granted to such Participant or
Grantee shall be canceled as of the effective date of such termination. For this
purpose, "Cause" shall mean the termination of a Participant's or Grantee's
Relationship or employment due to such Participant's or Grantee's (i) gross
negligence or willful or wanton misconduct in the performance of their duties
for or on behalf of the Company, (ii) conviction of, plea of guilty to, or plea
of nolo contendre to, a felony crime involving moral turpitude, (iii) conviction
---- ---------
of, plea of guilty to, or plea of nolo contendre to, a
---- ---------
5
claim of fraud, conversion, embezzlement, falsification of records or reports,
or a similar crime involving the Company's property. Any determination of a
Participant's or Grantee's gross negligence or willful or wanton misconduct
shall be made by the Option Committee, acting in good faith.
(ii) Death. If a Participant dies during the Relationship or a
-----
Participant or Grantee dies while employed by the Company, the Unvested Portion,
if any, as of such date shall then become fully vested, and such Participant's
or Grantee's personal representative, executor, administrator, legatees or
distributees shall have a period expiring two (2) years from such date of death
or until that date on which the Company consummates an initial public offering
of its shares on an internationally recognized securities exchange, whichever
first occurs (or for such longer period as may be prescribed by the Option
Committee), but in no event beyond the expiration date of such Option, during
which to exercise such Option.
(iii) Other Terminations of the Relationship or Employment. If a
----------------------------------------------------
Participant's or a Participant's or Grantee's employment by the Company is
terminated for any reason (including, without limitation, such Participant's or
Grantee's Retirement or Disability) other than a termination for Cause or a
termination resulting from the Death of such Participant or Grantee, the
Unvested Portion as of the effective date of such termination shall be canceled,
and the Vested Portion as of the effective date of such termination shall remain
exercisable for three (3) months from the date thereof (or for such longer
period as may be prescribed by the Option Committee), but in no event beyond the
expiration date of such Option.
A transfer of a Participant's or Grantee's Relationship between Hemisphere
and any Subsidiary, or between any Subsidiaries, shall not be deemed to be a
termination of such Participant's or Grantee's Relationship. Further, the
conversion of a Participant from an independent contractor to an employee, or
vice versa, shall not be considered a termination of such Participant's
Relationship or employment.
(j) Other Provisions. Options may be subject to such other conditions
----------------
(which conditions shall lapse; provided, the Option Committee shall prescribe in
its discretion the duration of such lapsing conditions) including, but not
limited to, restrictions on transferability of the shares acquired upon exercise
of such Options, and the right of the Company to repurchase such shares for
their then Fair Market Value upon the termination of a Participant's or
Grantee's employment for any reason, as the Option Committee may prescribe in
its discretion.
(k) Incentive Stock Options. Options granted as Incentive Stock Options
-----------------------
shall be subject to the following special terms and conditions in order to
retain their status as Incentive Stock Options, in addition to the general terms
and conditions specified in this Section 6:
(i) Value of Shares. The aggregate Fair Market Value (determined as
---------------
of the date the Incentive Stock Option is granted) of the shares of Stock with
respect to which Incentive Stock Options granted under this Plan and all other
plans of the Group become exercisable for the first time by each Grantee during
any calendar year shall not exceed $100,000.
6
(ii) Ten Percent Stockholder. In the case of an Incentive Stock
-----------------------
Option granted to a Ten Percent Stockholder, (x) the Option Price shall not be
less than one hundred ten percent (110%) of the Fair Market Value of the shares
of Stock on the date of grant of such Incentive Stock Option, and (y) the
exercise period shall not exceed five (5) years from the date of grant of such
Incentive Stock Option.
(iii) Issuance to Grantees. Incentive Stock Options shall be
--------------------
awarded solely to those eligible persons that are Grantees hereunder.
(iv) Exercise following Termination. With respect to an Option
------------------------------
that would otherwise be an Incentive Stock Option, the exercise of such an
Option during any of the post-termination exercise periods described in
subsections (i), (ii), or (iii) of Section 6(i) above shall continue to qualify
as the exercise of an Incentive Stock Option only in the event such exercise is
effected by a Grantee as follows:
(A) in the case of termination of employment due to the
death or Disability of the Grantee, such exercise must occur within one (1) year
of the date of such death or Disability; and
(B) in the case of termination for any other reason, such
exercise must occur within three (3) months of the date of such termination.
7. General Provisions.
------------------
(a) Compliance with Legal Requirements. The Plan and the granting and
----------------------------------
exercising of Awards, and the other obligations of the Company under the Plan
and any Award Agreement or other agreement shall be subject to all applicable
federal and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required. The Company, in its
discretion, may postpone the issuance or delivery of Stock under any Award as
the Company may consider appropriate, and may require any Participant or Grantee
to make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of Stock in compliance
with applicable laws, rules and regulations.
(b) Nontransferability; No Assignment. Awards shall not be
---------------------------------
transferable by a Participant or Grantee except by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as defined
under the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder, and shall be exercisable during the
lifetime of a Participant or Grantee only by such Participant or Grantee or
their guardian or legal representative. Awards shall further not be assignable,
whether for the benefit of creditors or otherwise, by a Participant or Grantee.
(c) No Right To Continued Employment or Relationship. Nothing in the
------------------------------------------------
Plan or in any Award granted or any Award Agreement or other agreement entered
into pursuant hereto shall confer upon any Participant or Grantee the right to
continue in the employ of the Company or in their Relationship, or to be
entitled to any remuneration or benefits not set forth in the Plan or such Award
Agreement or other agreement or to interfere with or limit in any way the right
of the Company to terminate such Participant's or Grantee, employment or
Relationship.
7
(d) Withholding Taxes. Where a Participant or Grantee or other
-----------------
person is entitled to receive shares of Stock pursuant to the exercise of an
Option or is otherwise entitled to receive shares of Stock or cash pursuant to
an Award hereunder, the Company shall have the right to require the Participant
or Grantee or such other person to pay to the Company the amount of any taxes
which the Company may be required to withhold before delivery to such
Participant or Grantee or other person of cash or a certificate or certificates
representing such shares.
Unless otherwise prohibited by the Option Committee or by applicable law, a
Participant or Grantee may satisfy any such withholding tax obligation by any of
the following methods, or by a combination of such methods: (a) tendering a cash
payment; (b) authorizing the Company to withhold from the shares of Stock or
cash otherwise payable to such Participant or Grantee (1) one or more of such
shares having an aggregate Fair Market Value, determined as of the date the
withholding tax obligation arises, less than or equal to the amount of the total
withholding tax obligation or (2) cash in an amount less than or equal to the
amount of the total withholding tax obligation; or (c) delivering to the Company
previously acquired shares of Stock (none of which shares may be subject to any
claim, lien, security interest, community property right or other right of
spouses or present or former family members, pledge, option, voting agreement or
other restriction or encumbrance of any nature whatsoever) having an aggregate
Fair Market Value, determined as of the date the withholding tax obligation
arises, less than or equal to the amount of the total withholding tax
obligation. A Participant's or Grantee's election to pay his or her withholding
tax obligation (in whole or in part) by the method described in subsection
7(d)(b)(1) above is irrevocable with respect to such exercise once it is made,
and is subject to approval by the Option Committee.
(e) Amendment and Termination of the Plan. The Board or the
-------------------------------------
Option Committee may at any time and from time to time alter, amend, suspend, or
terminate the Plan in whole or in part; provided, that, no amendment which
-------- ----
requires stockholder approval under applicable law shall be effective unless the
same shall be approved by the requisite vote of the stockholders of the Company.
Notwithstanding the foregoing, no amendment shall affect adversely any of the
rights of any Participant or Grantee, without such Participant's or Grantee's
consent, under any Award theretofore granted under the Plan; provided, however,
-------- -------
the Plan may be amended by either the Board or the Option Committee at any time
without the consent of any Participant or Grantee or the approval of
Hemisphere's shareholders if either the Board or the Option Committee
determines, each in its sole discretion, that amendment is necessary or
advisable in the light of any addition to or change in the Code or in the
regulations issued thereunder, or any federal or state securities law or other
law or regulation. The power to grant Awards under the Plan will automatically
terminate ten years after the adoption of the Plan by the Board. If the Plan is
terminated, any unexercised Award shall continue to be exercisable in accordance
with its terms and the terms of the Plan in effect immediately prior to such
termination.
(f) Unfunded Status of Awards. 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 Grantee pursuant to an
Award, nothing contained in the Plan or any Award shall give any such
Participant or Grantee any rights that are greater than those of a general
creditor of the Company.
8
(g) No Fractional Shares. No fractional shares of Stock shall be
--------------------
issued or delivered pursuant to the Plan or any Award. The Option Committee
shall determine whether cash, other Awards, or other property shall be issued or
paid in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
(h) Change in Control. Notwithstanding any other provision of
-----------------
the Plan to the contrary, if, while any Awards which were granted under the Plan
prior to June 30, 2000 remain outstanding under the Plan, a "Change in Control"
of Hemisphere (as defined in this Section 7(h)) shall occur, all Options granted
under the Plan prior to June 30, 2000 that are outstanding at the time of such
Change in Control shall become fully vested and nonforfeitable and immediately
exercisable in full.
For purposes of this Section 7(h), a "Change in Control" of Hemisphere
shall occur upon the happening of the earliest to occur of the following:
(i) any person or entity (together with their affiliates)
is or becomes the beneficial owner, directly or indirectly, of securities of
Hemisphere representing 50% or more of the combined voting power of Hemisphere's
then outstanding voting securities;
(ii) during any period of not more than two (2) consecutive
years, individuals who at the beginning of such period constitute the Board, and
any new director whose election by the Board or stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a sixty percent (60%) majority of the Board;
(iii) the stockholders of Hemisphere approve a merger or
consolidation of Hemisphere with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of Hemisphere
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving or parent entity) 80% or more of the combined voting power of the
voting securities of Hemisphere or such surviving or parent entity outstanding
immediately after such merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of Hemisphere (or similar transaction)
in which no person or entity (together with their affiliates) acquired, directly
or indirectly, 50% or more of the combined voting power of Hemisphere's then
outstanding securities;
(iv) the stockholders of Hemisphere approve or otherwise
participate in: (A) a plan of complete liquidation of Hemisphere, (B) an
agreement for the sale or disposition by Hemisphere of all or substantially all
of Hemisphere's assets, (C) an agreement for the sale or disposition by such
shareholders of more than fifty percent (50%) of the then outstanding voting
securities of Hemisphere, or (D) any transaction having a similar effect; or
In addition, notwithstanding any other provision of the Option Plan to the
contrary, if, while any Awards issued before January 1, 1997 remain outstanding
under the Option Plan, Hemisphere effects an Initial Public Offering of its
voting securities for proceeds in excess of Twenty Million Dollars
($20,000,000), all Options granted under the Option Plan before January 1, 1997
that are outstanding at the time of such Initial Public Offering shall become
fully vested
9
and nonforfeitable and immediately exercisable in full. This provision shall
have no effect on the vesting of Awards granted or issued after December 31,
1996.
(i) Governing Law. The Plan and all determinations made and
-------------
actions taken pursuant hereto shall be governed by the laws of the State of
Florida without giving effect to the conflict of laws principles thereof.
(j) Effective Date. The Plan shall take effect upon its adoption
--------------
by the Board, but the Plan (and any grants of Awards made prior to the
stockholder approval mentioned herein) shall be subject to the requisite
approval of the stockholders of Hemisphere. In the absence of such approval,
such Awards shall be null and void.
(k) Beneficiary. A Participant or Grantee may file with the
-----------
Option Committee a written designation of a beneficiary on such form as may be
prescribed by the Option Committee and may, from time to time, amend or revoke
such designation. If no designated beneficiary survives the Participant or
Grantee, the executor or administrator of the Participant's or Grantee's estate
shall be deemed to be such Participant's or Grantee's beneficiary.
(i) Severability. The invalidity of any one or more of the
------------
words, phrases, sentences, clauses, sections or subsections contained in this
Plan shall not affect the enforceability of the remaining portions of this Plan
or any portion of this Plan, all of which are inserted conditionally on their
being valid in law. In the event that any one or more of the words, phrases,
sentences, clauses, sections or subsections contained in this Plan shall be
declared invalid, this Plan shall be construed as if such invalid word or words,
phrase or phrases, sentence or sentences, clause or clauses, section or
sections, or subsection or subsections had not been inserted.
10