Exhibit 10.15
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MEDSOURCE TECHNOLOGIES, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - ESTABLISHMENT OF PLAN
1.01 Adoption by Board of Directors. By action of the Board of
Directors of Medsource Technologies, Inc. (the "Corporation") on
December 1, 2001, subject to approval by its shareholders, the
Corporation has adopted an employee stock purchase plan pursuant
to which eligible employees of the Corporation and certain of its
Subsidiaries may be offered the opportunity to purchase shares of
Stock of the Corporation. The terms and conditions of this Plan
are set forth in this plan document, as amended from time to time
as provided herein. The Corporation intends that the Plan shall
qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended from time to time,
(the "Code") and shall be construed in a manner consistent with
the requirements of Code Section 423 and the regulations
thereunder.
1.02 Shareholder Approval and Term. This Plan shall become effective
upon its adoption by the Board of Directors and shall terminate
November 30, 2011; provided, however, that the Plan shall be
subject to approval by the shareholders of the Corporation within
twelve (12) months after the Plan is adopted by the Board in the
manner provided under Code Section 423 and the regulations
thereunder; and provided, further that the Board of Directors may
extend the term of the Plan for such period as the Board, in its
sole discretion, deems advisable. In the event the shareholders
fail to approve the Plan within twelve (12) months after the Plan
is adopted by the Board, this Plan shall not become effective and
shall have no force and effect, participation in the Plan shall
immediately cease, all outstanding options shall immediately be
canceled and all payroll deductions shall be returned to the
Participants without interest. No shares of stock shall be issued
to any Participant for any Phase unless and until the
shareholders approve the Plan within such twelve-month period.
ARTICLE II - PURPOSE
2.01 Purpose. The primary purpose of the Plan is to provide an
opportunity for Eligible Employees of the Corporation to become
shareholders of the Corporation, thereby providing them with an
incentive to remain in the Corporation's employ, to improve
operations, to increase profits and to contribute more
significantly to the Corporation's success.
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ARTICLE III - DEFINITIONS
3.01 "Administrator" means the Board of Directors or such Committee
appointed by the Board of Directors to administer the Plan. The
Board or the Committee may, in its sole discretion, authorize the
officers of the Corporation to carry out the day-to-day operation
of the Plan. In its sole discretion, the Board may take such
actions as may be taken by the Administrator, in addition to
those powers expressly reserved to the Board under this Plan.
3.02 "Board of Directors" or "Board" means the Board of Directors of
Medsource Technologies, Inc.
3.03 "Compensation" means the Participant's base compensation,
excluding bonuses, overtime and commissions.
3.04 "Corporation" means Medsource Technologies, Inc., a Delaware
corporation.
3.05 "Eligible Employee" means any employee who is a full-time or
part-time employee of the Corporation or one of its Subsidiaries
and, as determined on or immediately prior to an Enrollment
Period, is customarily employed for more than twenty (20) hours
per week.
3.06 "Enrollment Period" means the period determined by the
Administrator for purposes of accepting elections to participate
during a Phase from Eligible Employees.
3.07 "Fiscal Year" means the fiscal year of the Corporation, which is
the twelve-month period beginning July 1 and ending June 30 each
year.
3.08 "Participant" means an Eligible Employee who has been granted an
option and is participating during a Phase through payroll
deductions, but shall exclude those employees subject to the
limitations described in Section 9.03 below.
3.09 "Phase" means the period beginning on the date that the option
was granted, otherwise referred to as the commencement date of
the Phase, and ending on the date that the option was exercised,
otherwise referred to as the termination date of the Phase.
3.10 "Plan" means the Medsource Technologies, Inc. 2001 Employee Stock
Purchase Plan.
3.11 "Stock" means the voting common stock of the Corporation.
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3.12 "Subsidiary" means any corporation defined as a subsidiary of the
Corporation in Code Section 424(f) as of the effective date of
the Plan, and such other corporations that qualify as
subsidiaries of the Corporation under Code Section 424(f) as the
Board approves to participate in this Plan from time to time.
ARTICLE IV - ADMINISTRATION
4.01 Administration. Except for those matters expressly reserved to
the Board pursuant to any provision of the Plan, the
Administrator shall have full responsibility for administration
of the Plan, which responsibility shall include, but shall not be
limited to, the following:
(a) The Administrator shall, subject to the provisions of
the Plan, establish, adopt and revise such rules and
procedures for administering the Plan, and shall make
all other determinations as it may deem necessary or
advisable for the administration of the Plan;
(b) The Administrator shall, subject to the provisions of
the Plan, determine all terms and conditions that shall
apply to the grant and exercise of options under this
Plan, including, but not limited to, the number of
shares of Stock that may be granted, the date of grant,
the exercise price and the manner of exercise of an
option. The Administrator may, in its discretion,
consider the recommendations of the management of the
Corporation when determining such terms and conditions;
(c) The Administrator shall have the exclusive authority to
interpret the provisions of the Plan, and each such
interpretation or determination shall be conclusive and
binding for all purposes and on all persons, including,
but not limited to, the Corporation and its
Subsidiaries, the shareholders of the Corporation and
its Subsidiaries, the Administrator, the directors,
officers and employees of the Corporation and its
Subsidiaries, and the Participants and the respective
successors-in-interest of all of the foregoing; and
(d) The Administrator shall keep minutes of its meetings or
other written records of its decisions regarding the
Plan and shall, upon requests, provide copies to the
Board.
ARTICLE V - PHASES OF THE PLAN
5.01 Phases. The Plan shall be carried out in one or more Phases of
six (6) months each. Unless otherwise determined by the
Administrator, in its discretion, Phases shall commence on August
15 and February 15 of each fiscal year during the term of
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the Plan; provided, however, that the first phase shall commence
on the effective date of the Corporation's initial public
offering and end on the next following August 14/th/. No two
Phases shall run concurrently.
5.02 Limitations. The Administrator may, in its discretion, limit the
number of shares available for option grants during any Phase as
it deems appropriate. Without limiting the foregoing, in the
event all of the shares of Stock reserved for the grant of
options under Section 12.01 is issued pursuant to the terms
hereof prior to the commencement of one or more Phases or the
number of shares of Stock remaining is so small, in the opinion
of the Administrator, as to render administration of any
succeeding Phase impracticable, such Phase or Phases may be
canceled or the number of shares of Stock limited as provided
herein. In addition, if, based on the payroll deductions
authorized by Participants at the beginning of a Phase, the
Administrator determines that the number of shares of Stock which
would be purchased at the end of a Phase exceeds the number of
shares of Stock remaining reserved under Section 12.01 hereof for
issuance under the Plan, or if the number of shares of Stock for
which options are to be granted exceeds the number of shares
designated for option grants by the Administrator for such Phase,
then the Administrator shall make a pro rata allocation of the
shares of Stock remaining available in as nearly uniform and
equitable a manner as the Administrator shall consider
practicable as of the commencement date of the Phase or, if the
Administrator so elects, as of the termination date of the Phase.
In the event such allocation is made as of the commencement date
of a Phase, the payroll deductions which otherwise would have
been made on behalf of Participants shall be reduced accordingly.
ARTICLE VI - ELIGIBILITY
6.01 Eligibility. Subject to the limitations described in Section
9.03, each employee who is an Eligible Employee on or immediately
prior to the commencement of a Phase shall be eligible to
participate in such Phase. If, in the discretion of the
Administrator, any Phase commences on a date other than May 1 or
November 1, whether an employee is an Eligible Employee shall be
determined on a date selected by the Administrator, which date
shall be prior to the commencement date of the Phase.
ARTICLE VII - PARTICIPATION
7.01 Participation. Participation in the Plan is voluntary. An
Eligible Employee who desires to participate in any Phase of the
Plan must complete the enrollment form provided by the
Administrator and deliver such form to the Administrator or its
designated representative during the Enrollment Period
established by the Administrator prior to the commencement date
of the Phase.
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7.02 Subsequent Phases. An Eligible Employee who elects to participate
in a Phase shall be deemed to have elected to participate in each
subsequent Phase unless such Participant elects to discontinue
payroll deductions during a Phase or exercises his or her right
to withdraw amounts previously withheld, as provided under
Article X hereof. In such event, such Participant must complete a
new enrollment form and file such form with the Administrator
during the Enrollment Period prior to the next Phase with respect
to which the Eligible Employee wishes to participate.
ARTICLE VIII - PAYMENT; PAYROLL DEDUCTIONS
8.01 Enrollment. Each Eligible Employee electing to participate shall
indicate such election on the enrollment form and designate
therein a percentage of such Participant's Compensation to be
deducted during the Phase. Subject to the Participant's right to
discontinue payroll deductions as provided in Section 10.02, such
percentage shall be at least one percent (1%) but not more than
ten percent (10%) of such Participant's Compensation to be paid
during such Phase, or such other maximum percentage as the
Administrator may establish from time to time. In order to be
effective, such enrollment form must be properly completed and
received by the Administrator by the due date indicated on such
form, or by such other date established by the Administrator.
8.02 Payroll Deductions. Payroll deductions for a Participant shall
commence with the paycheck issued immediately after the
commencement date of the Phase and shall terminate with the
paycheck issued immediately prior to the termination date of the
Phase, unless the Participant elects to discontinue payroll
deductions or exercises his or her right to withdraw all
accumulated payroll deductions previously withheld during the
Phase as provided in Article X hereof. The authorized payroll
deductions shall be made over the pay periods of such Phase by
deducting from the Participant's Compensation for each such pay
period that percentage specified by the Participant in the
enrollment form.
Unless the Participant has elected to discontinue payroll
deductions or exercised his or her right to withdraw all
accumulated payroll deductions previously withheld during the
preceding Phase (in which event the Participant must complete a
new enrollment form to participate in any subsequent Phase), the
Corporation shall continue to withhold from such Participant's
Compensation the same percentage specified by the Participant in
the most recent enrollment form previously completed by the
Participant in all subsequent Phases; provided, however, that the
Participant may, if he or she so chooses, increase, decrease or
discontinue payroll deductions for any or all such subsequent
Phases by properly completing a new enrollment form during the
Enrollment Period for such subsequent Phase and delivering such
form to the Administrator by the due date indicated on such form.
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8.03 Change in Compensation During a Phase. In the event that the
Participant's Compensation is, for any reason, increased or
decreased during a Phase, so that the amount actually withheld on
behalf of the Participant as of the termination date of the Phase
is different from the amount anticipated to be withheld as
determined on the commencement date of the Phase, then the extent
to which the Participant may exercise his or her option shall be
based on the amounts actually withheld on his or her behalf,
subject to the limitations in Article IX. In the event of a
change in the pay period of any Participant, such as from
biweekly to monthly, an appropriate adjustment shall be made to
the deduction in each new pay period so as to ensure the
deduction of the proper amount authorized by the Participant.
8.04 Increases or Decreases During a Phase. In addition to the right
to discontinue or withdraw payroll deductions during a Phase as
provided in Article X, a Participant may increase or decrease the
percentage of Compensation designated to be deducted as payroll
deductions during a Phase (but not below 1% nor above 10%) by
completing a new enrollment form and filing such form with the
Administrator. Such increase or decrease shall be effective with
the next payroll period beginning after the date that the
Administrator receives such form and shall apply to all remaining
Compensation paid during the Phase. The Participant may exercise
the right to increase or decrease his or her payroll deductions
only once during each Phase.
ARTICLE IX - OPTIONS
9.01 Grant of Option. Subject to Article X, a Participant who has
elected to participate in the manner described in Article VIII
and who is employed by the Corporation or a Subsidiary as of the
commencement date of a Phase shall be granted an option as of
such date to purchase that number of whole shares of Stock
determined by dividing the total amount to be credited to the
Participant's account by the option price per share set forth in
Section 9.02(a) below. The option price per share for such Stock
shall be determined under Section 9.02 hereof, and the number of
shares exercisable shall be determined under Section 9.03 hereof.
9.02 Option Price. Subject to the limitations hereinbelow, the option
price for such Stock shall be the lower of the amounts determined
under paragraphs (a) and (b) below:
(a) Eighty-five percent (85%) of the closing price for a
share of the Corporation's Stock as reported on the Nasdaq
National Market, Nasdaq SmallCap Market or on an established
securities exchange as of the commencement date of the
Phase; or
(b) Eighty-five percent (85%) of the closing price for a
share of the Corporation's Stock as reported on the Nasdaq
National Market, Nasdaq
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SmallCap Market or on an established securities exchange as of
the termination date of the Phase.
In the event that the commencement or termination date of a Phase is a
Saturday, Sunday or holiday, the amounts determined under the
foregoing subsections shall be determined using the price as of the
last preceding trading day.
If the Corporation's Stock is not listed on the Nasdaq National
Market, Nasdaq SmallCap Market or on an established securities
exchange, then the option price shall equal the lesser of (i)
eighty-five percent (85%) of the fair market value of a share of the
Corporation's Stock as of the commencement date of the Phase; or (ii)
eighty-five percent (85%) of the fair market value of such stock as of
the termination date of the Phase. Such "fair market value" shall be
determined by the Board.
9.03 Limitations. No employee shall be granted an option hereunder:
(a) Which permits his or her rights to purchase Stock under all
employee stock purchase plans of the Corporation or its
Subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) of fair market value of such Stock
(determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time;
(b) If such employee would own and/or hold, immediately after the
grant of the option, Stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of
stock of the Corporation or of any Subsidiary. For purposes of
determining stock ownership under this paragraph, the rules of
Section 424(d) of the Code and the regulations thereunder shall
apply.
(c) Which, if exercised, would cause the limits established by
the Administrator under Section 5.02 to be exceeded.
9.04 Exercise of Option. Subject to a Participant's right to withdraw in
the manner provided in Section 10.01, a Participant's option for the
purchase of shares of Stock will be exercised automatically on the
termination date of that Phase. In no event, however, shall a
Participant be allowed to exercise an option for more shares of Stock
than can be purchased with the payroll deductions accumulated by the
Participant in his or her bookkeeping account during such Phase.
9.05 Delivery of Shares. As promptly as practicable after the termination
of any Phase, the Corporation's transfer agent or other authorized
representative shall deliver to each Participant herein certificates
for that number of whole shares of Stock purchased upon the exercise
of the Participant's option. The Corporation may, in its sole
discretion, arrange with the Corporation's transfer agent or other
authorized
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representative to establish, at the direction of the Participant,
individual securities accounts to which will be credited that number
of whole shares of Stock that are purchased upon such exercise, such
securities account to be subject to such terms and conditions as may
be imposed by the transfer agent or authorized representative.
The shares of the Corporation's common stock to be delivered to a
Participant pursuant to the exercise of an option under Section 9.04
of the Plan will be registered in the name of the Participant or, if
the Participant so directs by written notice to the Administrator
prior to the termination date of the Phase, in the names of the
Participant and one other person the Participant may designate as his
joint tenant with rights of survivorship, to the extent permitted by
law.
Any accumulated payroll deductions remaining after the exercise of the
Participant's option shall be returned to the Participant, without
interest, on the first paycheck issued for the payroll period which
begins on or immediately after the commencement date of the next
Phase; provided, however, that the Corporation may, under rules of
uniform application, retain such remaining amount in the Participant's
bookkeeping account and apply it toward the purchase of shares of
Stock in the next succeeding Phase, unless the Participant requests a
withdrawal of such amount pursuant to Section 10.01.
ARTICLE X - WITHDRAWAL OR
DISCONTINUATION OF PAYROLL WITHHOLDINGS
10.01 Withdrawal. Once during the Phase, a Participant may request a
withdrawal of all accumulated payroll deductions then credited to the
Participant's bookkeeping account by completing a withdrawal form and
filing such form with the Administrator. The Participant's request
shall be effective as of the beginning of the next payroll period
immediately following the date that the Administrator receives the
Participant's properly completed withdrawal form. As soon as
administratively feasible after the end of the Phase, all payroll
deductions credited to a bookkeeping account for the Participant will
be paid to such Participant, without interest, and no further payroll
deductions will be made during that Phase or any future Phase unless
the Participant completes a new enrollment form as provided in Section
8.02 above. If the Participant requests a withdrawal, the option
granted to the Participant under that Phase of the Plan shall
immediately lapse and shall not be exercisable. Partial withdrawals of
payroll deductions are not permitted.
Notwithstanding the foregoing, in order to be effective for a
particular Phase, the Participant's request for withdrawal must be
properly completed and received by the Administrator on or before such
date immediately preceding the termination date of the Phase
established by the Administrator. Requests for withdrawal that are
received after that due date shall not be effective and no withdrawal
shall be made, unless otherwise determined by the Administrator.
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10.02 Discontinuation. At any time during the Phase, a Participant may also
request that the Administrator discontinue any further payroll
deductions that would otherwise be made during the remainder of the
Phase by completing a new enrollment form and filing such form with
the Administrator on or before such date immediately preceding the
termination date of the Phase established by the Administrator. The
Participant's request shall be effective as of the beginning of the
next payroll period immediately following the date that the
Administrator receives the Participant's properly completed enrollment
form. Upon the effective date of the Participant's request, the
Corporation will discontinue making payroll deductions for such
Participant for that Phase, and all future Phases, unless the
Participant completes a new enrollment form as provided in Section
8.02 above.
ARTICLE XI - TERMINATION OF EMPLOYMENT
11.01 Termination. If, on or before the termination date of any Phase, a
Participant's employment terminates with the Corporation for any
reason, voluntarily or involuntarily, including by reason of
retirement or death, the payroll deductions credited to such
Participant's bookkeeping account for such Phase, if any, will be
returned to the Participant, without interest, and any options granted
to such Participant under the Plan shall immediately lapse and shall
not be exercisable. The return of such payroll deductions shall be
made to the Participant as soon as administratively practicable
following the end of the Phase in which the Participant terminates
employment. In the event that such termination occurs near the end of
a Phase and the Corporation is unable to discontinue payroll
deductions for such Participant for his or her final paycheck(s), such
deductions shall still be made but shall be returned to the
Participant as provided herein. In no event shall the accumulated
payroll deductions be used to purchase any shares of Stock.
If the option lapses as a result of the Participant's death, any
accumulated payroll deductions credited to the Participant's
bookkeeping account will be paid to the Participant's estate, without
interest. In the event a Participant dies after exercise of the
Participant's option but prior to delivery of the Stock to be
transferred pursuant to the exercise of the option under Section 9.04
above, any such Stock and/or accumulated payroll deductions remaining
after such exercise shall be paid by the Corporation to the
Participant's estate.
The Corporation will not be responsible for or be required to give
effect to the disposition of any cash or Stock or the exercise of any
option in accordance with any will or other testamentary disposition
made by such Participant or in accordance with the provisions of any
law concerning intestacy, or otherwise. No person shall, prior to the
death of a Participant, acquire any interest in any Stock, in any
option or in the cash credited to the Participant's bookkeeping
account during any Phase of the Plan.
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11.02 Subsidiaries. In the event that any Subsidiary ceases to be a
Subsidiary of the Corporation, the employees of such Subsidiary shall
be considered to have terminated their employment for purposes of
Section 11.01 hereof as of the date the Subsidiary ceased to be a
Subsidiary of the Corporation.
ARTICLE XII - STOCK RESERVED FOR OPTIONS
12.01 Shares Reserved. Subject to adjustment as provided in Section 14.01
hereof, the maximum number of shares of Stock that shall be made
available for sale under the Plan shall be five hundred thousand
(500,000) shares, plus an annual increase to be added on the first day
of each Fiscal Year beginning in 2002 equal to the lesser of (i) seven
hundred and fifty thousand (750,000) shares, (ii) 2.5% of the issued
and outstanding Stock on such date and (iii) a lesser amount
determined by the Board. Shares subject to the unexercised portion of
any lapsed or expired option may again be subject to option under the
Plan.
12.02 Rights as Shareholder. The Participant shall have no rights as a
shareholder with respect to any shares of Stock subject to the
Participant's option until the date of the issuance of a stock
certificate evidencing such shares as provided in Section 9.05. No
adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other
rights for which the record date is prior to the date such stock
certificate is actually issued, except as otherwise provided in
Section 14.01 hereof.
ARTICLE XIII - ACCOUNTING AND USE OF FUNDS
13.01 Bookkeeping Account. Payroll deductions for Participants shall be
credited to bookkeeping accounts, established by the Corporation for
each such Participant under the Plan. A Participant may not make any
cash payments into such account. Such account shall be solely for
bookkeeping purposes and shall not require the Corporation to
establish any separate fund or trust hereunder. All funds from payroll
deductions received or held by the Corporation under the Plan may be
used, without limitation, for any corporate purpose by the
Corporation, which shall not be obligated to segregate such funds from
its other funds. In no event shall Participants be entitled to
interest on the amounts credited to such bookkeeping accounts.
ARTICLE XIV - ADJUSTMENT PROVISION
14.01 General. Subject to any required action by the shareholders of the
Corporation, in the event of an increase or decrease in the number of
outstanding shares of Stock or in the event the Stock is changed into
or exchanged for a different number or kind of
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shares of stock or other securities of the Corporation or another
corporation by reason of a reorganization, merger, consolidation,
divestiture (including a spin-off), liquidation, recapitalization,
reclassification, stock dividend, stock split, combination of shares,
rights offering or any other change in the corporate structure or
shares of the Corporation, the Board (or, if the Corporation is not
the surviving corporation in any such transaction, the board of
directors of the surviving corporation), in its sole discretion, shall
adjust the number and kind of securities subject to and reserved under
the Plan and, to prevent the dilution or enlargement of rights of
those Eligible Employees to whom options have been granted, shall
adjust the number and kind of securities subject to such outstanding
options and, where applicable, the exercise price per share for such
securities.
In the event of the sale by the Corporation of substantially all of
its assets and the consequent discontinuance of its business, or in
the event of a merger, exchange, consolidation, reorganization,
divestiture (including a spin-off), liquidation, reclassification or
extraordinary dividend (collectively referred to as a "transaction"),
after which the Corporation is not the surviving corporation, the
Board may, in its sole discretion, at the time of adoption of the plan
for such transaction, provide for one or more of the following:
(a) The acceleration of the exercisability of outstanding
options granted at the commencement of the Phase then in
effect, to the extent of the accumulated payroll deductions
made as of the date of such acceleration pursuant to Article
VIII hereof;
(b) The complete termination of this Plan and a refund of
amounts credited to the Participants' bookkeeping accounts
hereunder; or
(c) The continuance of the Plan only with respect to completion
of the then current Phase and the exercise of options
thereunder. In the event of such continuance, Participants
shall have the right to exercise their options as to an
equivalent number of shares of stock of the corporation
succeeding the Corporation by reason of such transaction.
In the event of a transaction where the Corporation survives, then the
Plan shall continue in effect, unless the Board takes one or more of
the actions set forth above. The grant of an option pursuant to the
Plan shall not limit in any way the right or power of the Corporation
to make adjustments, reclassifications, reorganizations or changes in
its capital or business structure or to merge, exchange or consolidate
or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.
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ARTICLE XV - NONTRANSFERABILITY OF OPTIONS
15.01 Nontransferability. Options granted under any Phase of the Plan shall
not be transferable and shall be exercisable only by the Participant
during the Participant's lifetime.
15.02 Nonalienation. Neither payroll deductions granted to a Participant's
account, nor any rights with regard to the exercise of an option or to
receive Stock under any Phase of the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way by the
Participant. Any such attempted assignment, transfer, pledge or other
disposition shall be null and void and without effect, except that the
Corporation may, at its option, treat such act as an election to
withdraw in accordance with Section 10.01.
ARTICLE XVI - AMENDMENT AND TERMINATION
16.01 General. The Plan may be terminated at any time by the Board of
Directors, provided that, except as permitted in Section 14.01 hereof,
no such termination shall take effect with respect to any options then
outstanding. The Board may, from time to time, amend the Plan as it
may deem proper and in the best interests of the Corporation or as may
be necessary to comply with Code Section 423, as amended, and the
regulations thereunder, or other applicable laws or regulations;
provided, however, no such amendment shall, without the consent of a
Participant, materially adversely affect or impair the right of a
Participant with respect to any outstanding option; and provided,
further, that no such amendment shall:
(a) increase the total number of shares for which options may be
granted under the Plan (except as provided in Section 14.01
herein);
(b) modify the group of Subsidiaries whose employees may be
eligible to participate in the Plan or materially modify any
other requirements as to eligibility for participation in
the Plan; or
(c) materially increase the benefits accruing to Participants
under the Plan;
without the approval of the Corporation's shareholders, if such
approval is required for compliance with Code Section 423, as amended,
and the regulations thereunder, or other applicable laws or
regulations.
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ARTICLE XVII - NOTICES
17.01 General. All notices, forms, elections or other communications in
connection with the Plan or any Phase thereof shall be in such form as
specified by the Corporation or the Administrator from time to time,
and shall be deemed to have been duly given when received by the
Participant or his or her personal representative or by the
Corporation or its designated representative, as the case may be.
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