Exhibit 10(vi) MAF Bancorp, Inc. 1993 Amended and Restated Premium Price Stock
Option Plan
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MAF BANCORP, INC. EXHIBIT A
AMENDED AND RESTATED 1993 PREMIUM PRICE STOCK OPTION PLAN
1. PURPOSE. The purpose of the MAF Bancorp, Inc. (the "Holding Company")
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Amended and Restated 1993 Premium Price Stock Option Plan (the "Plan") is to
advance the interests of the Holding Company and its shareholders by providing
those directors, officers and employees of the Holding Company and
its affiliates, including Mid America Federal Savings Bank (the "Bank"), upon
whose judgment, initiative and efforts the successful conduct of the business of
the Holding Company and its affiliates largely depends, with additional
financial incentive to act in the long term interest of the Holding Company and
its shareholders.
2. DEFINITIONS.
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(a) "Affiliate" means (i) a member of a controlled group of corporations of
which the Holding Company is a member or (ii) an unincorporated trade or
business which is under common control with the Holding Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,
(the "Code") and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).
(b) "Award" means a grant of Non-statutory Options, Incentive Options,
and/or Limited Rights under the provisions of this Plan.
(c) "Base Salary," for purposes of this Plan only, means the fixed
portion of the Participant's compensation. It specifically excludes any amount
paid pursuant to any annual or long-term incentive plan of the Holding Company
or the Bank.
(d) "Board of Directors" or "Board" means the board of directors of MAF
Bancorp, Inc.
(e) "Change in Control" of the Bank or the Holding Company means a Change
in Control of a nature that: (i) would be required to be reported in response to
Item 1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); or (ii) results in a Change in Control of the Bank or the
Holding Company within the meaning of the Home Owners' Loan Act of 1933, as
amended, and the Rules and Regulations promulgated by the Office of Thrift
Supervision ("OTS") (or its predecessor agency), as in effect on the Effective
Date, as defined in Section 17 hereof (provided, that in applying the definition
of change in control as set forth under the rules and regulations of the OTS,
the Board shall substitute its judgment for that of the OTS); or (iii)
without limitation such a Change in Control shall be deemed to have occurred at
such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank
or the Holding Company representing 20% or more of the Bank's or the Holding
Company's outstanding securities ordinarily having the right to vote at the
election of directors except for any securities of the Bank purchased by the
Holding Company in connection with the conversion of the Bank to the stock form
and any securities purchased by the Bank's employee stock benefit plans; or (b)
individuals who constitute the Board of Directors of the Holding Company or the
Bank on the date hereof (the "Incumbent Board"), cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director
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subsequent to the date hereof whose election was approved by a vote of
at least 75% of the directors comprising the Incumbent Board, or whose
nomination for election by the Holding Company's shareholders was approved by
the same Nominating Committee serving under an Incumbent Board, shall be, for
purposes of this clause (b), considered as though he were a member of the
Incumbent Board; (c) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Bank or the Holding Company or
similar transaction occurs in which the Bank or Holding Company is not the
resulting entity or (d) the approval by shareholders of a proxy statement
proposal soliciting proxies from shareholders of the Holding Company, by someone
other than the current management of the Holding Company, seeking stockholder
approval of a plan of reorganization, merger or consolidation of the Holding
Company or the Bank or similar transaction with one or more corporations as a
result of which the outstanding shares of the class of securities then subject
to the plan or transaction are exchanged for or converted into cash or property
or securities not issued by the Bank or the Holding Company; or (e) a tender
offer is made and completed for 20% or more of the voting securities of the Bank
or the Holding Company.
However, notwithstanding anything contained in this section to the contrary,
a Change in Control shall not be deemed to have occurred as a result of an event
described in (i), (ii), or (iii) (a), (c), or (e) above which resulted from an
acquisition or proposed acquisition of stock of the Holding Company by a person,
as defined in the OTS' Acquisition of Control Regulations (12 C.F.R. (S)574)
(the "Control Regulations"), who was an executive officer of the Holding Company
on January 19, 1990 and who has continued to serve as an executive officer of
the Holding Company as of the date of the event described in (i), (ii) or (iii)
(a), (c) or (e) above (an "incumbent officer"). In the event a group of
individuals acting in concert satisfies the definition of "person" under the
Control Regulations, the requirements of the preceding sentence shall be
satisfied and thus a change in control shall not be deemed to have occurred if
at least one individual in the group is an incumbent officer.
(f) "Committee" means the Administrative/Compensation Committee of the
Board of Directors consisting of non-employee members of the Board of Directors,
all of whom are "disinterested directors" as such term is defined under Rule
16b-3 under the Exchange Act, as amended, as promulgated by the Securities and
Exchange Commission.
(g) "Common Stock" means the Common Stock of MAF Bancorp, Inc., par value
$.01 per share.
(h) "Date of Grant" means the date an Award granted by the Committee is
effective pursuant to the terms hereof.
(i) "Disability" shall have the same meaning as such term is defined in the
Mid America Federal Savings Bank Employees' Profit Sharing Plan.
(j) "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average of the reported closing bid and ask prices
of the Common Stock as reported by the Nasdaq National Market (as published by
the Wall Street Journal, if published) on such date or if the Common Stock was
not traded on such date, on the next preceding day on which the Common Stock was
traded thereon or the last previous date on which a sale is reported.
(k) "Incentive Option" means an Option granted by the Committee to a
Participant, which Option is designed as an Incentive Option pursuant to Section
9.
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(l) "Limited Right" means the right to receive an amount of cash based upon
the terms set forth in Section 10.
(m) "Non-statutory Option" means an Option granted by the Committee to a
Participant and which is not designated by the Committee as an Incentive Option,
pursuant to Section 8.
(n) "Normal Retirement" means, with respect to employees including
executive officers, retirement at the normal retirement date as set
forth in the Mid America Federal Savings Bank Employees' Profit Sharing Plan,
unless otherwise determined by the Committee. Normal Retirement means, with
respect to non-employee directors, retirement at the mandatory retirement age
established by the Board of Directors of the Holding Company or
Bank.
(o) "Option" means an Award granted under Section 8 or Section 9.
(p) "Participant" means a director, officer or employee of the Holding
Company or its Affiliates chosen by the Committee to participate in the Plan.
(q) "Plan Year(s)" means a fiscal year or years commencing on or after June
30, 1995.
(r) "Termination for Cause" means the termination upon an intentional
failure to perform stated duties, breach of a fiduciary duty involving personal
dishonesty, which results in material loss to the Holding Company or one of its
Affiliates or willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order which
results in material loss to the Holding Company or one of its Affiliates.
3. ADMINISTRATION.
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The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it sees necessary for the proper administration of the Plan and
to make whatever determinations and interpretations in connection with the Plan
it sees as necessary or advisable. All determinations and interpretations made
by the Committee shall be binding and conclusive on all Participants in the Plan
and on their legal representatives and beneficiaries.
4. TYPES OF AWARDS.
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Awards under the Plan may be granted in any one or a combination of:
(a) Non-statutory Options;
(b) Incentive Options; and
(c) Limited Rights
as defined below in paragraphs 8 through 10 of the Plan.
5. STOCK SUBJECT TO THE PLAN.
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Subject to adjustment as provided in Section 14, the maximum number of
shares reserved for purchase pursuant to the exercise of options granted under
the Plan is 247,500 shares of Common Stock. These shares of Common Stock may be
either authorized but unissued shares or shares previously issued and reacquired
by the Holding Company. To the extent that Options or Limited Rights are granted
under
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the Plan, the shares underlying such Options will be unavailable for future
grants under the Plan except that, to the extent that Options together with any
related Limited Rights granted under the Plan terminate, expire or are cancelled
without having been exercised (in the case of Limited Rights, exercised for
cash) new Awards may be made with respect to these shares. Subject to adjustment
as provided in Section 14, no participant under the Plan may receive awards with
respect to shares of Common Stock that in the aggregate exceed 25,000 shares
underlying options in any calendar year.
6. ELIGIBILITY.
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Executive officers and employees of the Holding Company or its Affiliates
shall be eligible to receive Incentive Options, Non-statutory Options and/or
Limited Rights under the Plan. Directors who are not employees of the Holding
Company or its Affiliates shall be eligible to receive Non-statutory Options
under the Plan.
(a) Executive Officers. Participants who are executive officers of the
Holding Company or its affiliates shall initially be classified into four
groups. At the Committee's discretion, the composition of such groups may be
changed. Initially, these four groups shall include:
Group I: The Chairman/Chief Executive Officer and President
Group II: Selected executives with company-wide responsibilities.
Initially this shall include: the Chief Financial Officer and
Senior Vice President of Loan Operations.
Group III: Selected executives with primary accountability for one or
more key functional areas. Initially this shall include:
- Senior Vice President-Operations/Information
Systems
- Senior Vice President-Retail Banking
- Senior Vice President-Residential Lending
- First Vice President and Controller
- First Vice President- Administration/Savings
- First Vice President -Investor
Relations/Taxation
- Vice President- Secondary Mortgage Marketing
- President of MAF Developments, Inc.
Group IV: Selected executives with accountability for other functional
areas. Initially this shall include:
- Vice President-Check Operations
- Vice President-Teller Operations
(b) Directors. Any non-employee director of the Holding Company who
is serving as a director on the Effective Date (as defined in section 17) shall
become a Participant in the Plan on the Effective Date. Any non-employee
director of the Holding Company who is not serving as a director on the
Effective Date shall become a Participant in the Plan on the date he is first
elected as a director of the Holding Company by
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the affirmative vote of shareholders. Notwithstanding the foregoing, former
directors of N.S. Bancorp, Inc. who serve as non-employee directors of the
Holding Company following the merger of N.S. Bancorp, Inc. with the Holding
Company, shall become Participants in the Plan on the date of the first annual
meeting of shareholders following the date of the merger.
(c) Employees other than executive officers. Employees who are not
executive officers of the Holding Company or its Affiliates will be eligible to
be a Participant in the Plan at the discretion of the Committee.
7. OPTION AWARDS.
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(a) Executive Officers. Before the beginning of each fiscal year, the
Committee shall establish award opportunities for each Participant group of
executive officers. As a general guideline, award opportunities shall correspond
to the competitive market practices and the relative priority placed by the
Company on achieving annual versus long-term performance goals. The dollar value
of the initial award levels shall be:
. 25 percent of Base
Salaries for Group I
Participants;
. 20 percent of Base Salaries for Group II
Participants;
. 11 percent of Base Salaries for Group III
Participants; and
. 6 percent of Base Salaries for Group IV
Participants.
The determination of the number of options to be granted will be equivalent
to the dollar value of the Award divided by the value of the options on the Date
of Grant, determined based on an appropriate pricing model or similar
computation.
(b) Directors. Non-employee directors of the Holding Company shall receive
an initial grant of 1,000 options on the date they become a Participant in the
Plan except that in the event a non-employee director did not previously receive
a grant of options under the MAF Bancorp, Inc. Stock Option Plan for Outside
Directors he shall receive an initial grant of 2,500 options on the date he
becomes a Participant in the Plan. In each year subsequent to the year in which
a non-employee director receives an initial grant of options under the Plan in
accordance with the previous sentence, any non-employee director who is a
Participant in the Plan who is serving as a director of the Holding Company on
the Date of Grant, shall receive an annual grant of 1,000 options on the day
following the day on which the annual meeting of shareholders for such year is
formally adjourned. In the event there are not sufficient options available
under the Plan to satisfy an initial grant or annual grant of options to one or
more non-employee directors, such director or directors shall receive a grant of
such lesser number of shares as remain in the Plan, sharing pro-rata with all
such non-employee directors entitled to receive option awards.
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If, pursuant to this section, a non-employee director who is eligible
to be a Participant in the Plan receives an initial grant of options to purchase
fewer than the number of shares of Common Stock to which he is entitled pursuant
to the previous paragraph, and options for shares subsequently become available
under the Plan, such options for shares shall first be allocated as options
granted, as of the date of availability, to any non-employee director who is
eligible to be a Participant in the Plan and who has not previously been granted
an initial grant of options covering the full number of shares of Common Stock
to which he is entitled pursuant to the previous paragraph. Such options shall
be granted to purchase a number of shares of Common Stock no greater than the
number of shares covered by an initial grant of options to other non-employee
directors, but who have received an initial grant of options to purchase fewer
than the number of shares of Common Stock to which they are entitled pursuant to
the previous paragraph. Options for any remaining shares shall then be granted
pro rata among all non-employee directors who received an initial grant of
options to purchase fewer than the number of shares of Common Stock to which
they are entitled pursuant to the previous paragraph. No non-employee director
shall receive an initial grant of options to purchase more than 2,500 shares of
Common Stock. No non-employee director shall be entitled to receive an annual
grant of 1,000 options until all non-employee directors eligible to be
Participants in the Plan have received in full, an initial grant of options to
which such director is entitled pursuant to the previous paragraph.
If, after making and fully satisfying an initial grant of options to all
non-employee directors eligible to be Participants, options for sufficient
shares are not available under the Plan to fulfill the annual grant of 1,000
options to a non-employee director or directors and thereafter options become
available, such non-employee director shall then receive options to purchase
shares of Common Stock, sharing pro rata among each such non-employee director
in the number of shares then available under the Plan (not to exceed the amount
to which he is entitled under this section).
(c) Employees other than executive officers. The Committee may from time to
time, grant options to employees other than executive officers in amounts that
it, in its sole discretion, may determine.
8. NON-STATUTORY OPTIONS.
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8.1 Grant of Non-statutory Options.
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Upon such terms and conditions as stated herein and as the Committee may
determine, the Committee may grant new Non-statutory options or may grant Non-
statutory options in exchange for and upon surrender of previously granted
Awards under this Plan. All options granted to non-employee directors
pursuant to Section 7(b) shall be Non-statutory options. Non-statutory
Options granted under this Plan are subject to the following terms and
conditions:
(a) Price. The purchase price per share of Common Stock deliverable upon
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the exercise of each Non-statutory Option shall be (i) 133 percent of the Fair
Market Value of the Common Stock on the Date of Grant of the option with respect
to options granted to executive officers pursuant to Section 7(a), (ii) 110% of
the Fair Market Value of the Common Stock on the Date of Grant of the option
with respect to options granted to non-employee directors pursuant to Section
7(b), and (iii) not less than 100% of the Fair Market Value of the Common Stock
on the Date of Grant of the option with respect to options granted to employees
other than executive officers pursuant to Section 7(c). Shares may be purchased
only upon full payment of the purchase price. Payment of the purchase price may
be made, in whole or in part in cash or through the surrender of shares of the
Common Stock at the Fair Market Value of such shares on the date of surrender
determined in the manner described in Section 2(j).
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(b) Terms of Options. With respect to Non-statutory Options granted to
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executive officers and employees, the term during which each Non-statutory
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-statutory Option be exercisable in whole or in part more than 10
years from the Date of Grant. Non-statutory Options granted to non-employee
directors shall have a term of 10 years from the date of Grant. non-statutory
Options shall become exercisable in three equal annual installments, with the
first such installment to become exercisable one year after the Date of Grant,
except that the Committee may determine otherwise the respect to Non-statutory
Options granted to executive officers and employees. The shares comprising each
installment may be purchased in whole or in part at any time after such
installment becomes purchasable. With respect to Non-statutory Options granted
to executive officers and employees, the Committee may, in its sole discretion,
accelerate the time at which any Non-statutory Option may be exercised in whole
or in part. Notwithstanding the above, in the event of a Change in Control of
the Bank or the Holding Company, all Non-statutory Options shall become
immediately exercisable.
(c) Termination of Employment. Upon the termination of a Participant's
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service for any reason other than Disability, Normal Retirement, Change in
Control, death or Termination for Cause, the Participant's Non-statutory Options
shall be exercisable only as to those shares which were immediately purchasable
by the Participant at the date of termination and only for a period of three
months following termination. In the event of Termination for Cause, all rights
under the Participant's Non-statutory Options shall expire upon termination. In
the event of the death, Disability, Change in Control or Normal Retirement of
any Participant, all Non-statutory Options held by the Participant, whether or
not exercisable at such time, shall be exercisable by the Participant or his
legal representatives or beneficiaries of the Participant for three years
following the date of the Participant's death, Normal Retirement or cessation of
employment due to Change in Control or Disability, except that the Committee may
designate a longer period for Non-statutory Options granted to executive
officers and employees, provided that in no event shall the period extend beyond
the expiration of the Non-statutory Option term.
9. INCENTIVE OPTIONS.
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9.1 Grant of Incentive Options.
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Incentive Options granted pursuant to the Plan shall be available to be
granted to executive officers and employees and shall be subject to the
following terms and conditions:
(a) Price. The purchase price per share of Common Stock deliverable upon
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the exercise of each Incentive Option shall be (i) 133 percent of the Fair
Market Value of the Common Stock on the Date of Grant of the option with respect
to options granted to executive officers pursuant to Section 7(a); and (ii) not
less than 100% of the Fair Market Value of the Common Stock on the Date of Grant
of the option with respect to options granted to employees other than executive
officers pursuant to Section 7(c). Shares may be purchased only upon payment of
the full purchase price. Payment of the purchase price may be made, in whole or
in part, in cash or through the surrender of shares of the Common Stock at the
Fair Market Value of such shares on the date of surrender determined in the
manner described in Section 2(j).
(b) Amounts of Options. Incentive Options may be granted to any
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Participant (other than non-employee directors) in such amounts stated herein
and as determined by the Committee. In the case of an option intended to qualify
as an Incentive Option, the aggregate Fair Market Value (determined as of the
time the option is granted) of the Common Stock with respect to which Incentive
Options granted are
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exercisable for the first time by the Participant during any calendar year
(under all plans of the Participant's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000. The provisions of this
Section 9.1(b) shall be construed and applied in accordance with Section 422(d)
of the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations, if any, promulgated thereunder. To the extent an Award under this
Section 9.1 exceeds this $100,000 limit, the portion of the Award in excess of
such limit shall be deemed a Non-statutory Option.
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(c) Terms of Options. The term during which each Incentive Option may be
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exercised shall be determined by the Committee, but in no event shall an
Incentive Option be exercisable in whole or in part more than 10 years from the
Date of Grant. If at the time an Incentive Option is granted to an executive
officer or employee, the executive officer or employee owns Common Stock
representing more than 10% of the total combined voting power of the Holding
Company (or, under Section 424(d) of the Code, is deemed to own Common
Stock representing more than 10% of the total combined voting power of all such
classes of Common Stock, by reason of the ownership of such classes of Common
Stock, directly or indirectly, by or for any brother, sister, spouse, ancestor
or lineal descendent of such executive officer, or by or for any corporation,
partnership, estate or trust of which such executive officer is a shareholder,
partner or beneficiary), the Incentive Option granted to such executive
officer shall not be exercisable after the expiration of five years from the
Date of Grant and, with respect to an employee, shall not be exercisable at a
price which is less than 110% of the fair market value of the Common Stock on
the Date of Grant. No Incentive Option granted under this Plan is transferable
except by will or the laws of descent and distribution and is exercisable in his
lifetime only by the executive officer or employee to whom it is granted.
Incentive Options shall become exercisable in three equal annual
installments with the first such installment to become exercisable one year
after the Date of Grant, unless determined otherwise by the Committee. The
shares comprising each installment may be purchased in whole or in part at any
time after such installment becomes purchasable, provided that the amount able
to be first exercised in a given year is consistent with the terms of Section
422 of the Code. The Committee may, in its sole discretion, accelerate the time
at which any Incentive Option may be exercised in whole or in part,
provided that it is consistent with the terms of Section 422 of the Code.
Notwithstanding the above, in the event of a Change in Control of the Bank or
the Holding Company, all Incentive Options shall become immediately exercisable.
(d) Termination of Employment. Upon the termination of a Participant's
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service for any reason other than Disability, Normal Retirement, Change in
Control, death or Termination for Cause, the Participant's Incentive Options
shall be exercisable only as to those shares which were immediately purchasable
by the Participant at the date of termination and only for a period of three
months following termination. In the event of Termination for Cause all rights
under the Participant's Incentive Options shall expire upon termination.
In the event of death or Disability of any executive officer, all Incentive
Options held by such Participant, whether or not exercisable at such time,
shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries for one year following the date of the
Participant's death or cessation of employment due to Disability. Upon
termination of the Participant's service due to Normal Retirement or a Change in
Control, all Incentive Options held by such Participant, whether or not
exercisable at such time, shall be exercisable for a period of one year
following the date of Participant's cessation of employment, provided however,
that such option shall not be eligible for treatment as an Incentive Option in
the event such option is exercised more than three months following the date of
the Participant's termination of employment. In no event shall the exercise
period extend beyond the expiration of the Incentive Option term.
(e) Compliance with Code. The options granted under this Section 9
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of the Plan are intended to qualify as incentive stock options within the
meaning of Section 422 of the Code, but the Holding Company makes no warranty as
to the qualification of any option as an incentive stock option within the
meaning of Section 422 of the Code.
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10. LIMITED RIGHTS.
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10.1 Grant of Limited Rights.
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Simultaneously with the grant of any option, the Committee may grant a
Limited Right to executive officers and employees with respect to all or some of
the shares covered by such option. Limited Rights granted under this Plan are
subject to the following terms and conditions:
(a) Terms of Rights. In no event shall a Limited Right be exercisable in
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whole or in part before the expiration of six months from the Date of Grant of
the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control of the Holding Company.
The Limited Right may be exercised only when the underlying option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise price of the related
option.
Upon exercise of a Limited Right, the related option shall cease to be
exercisable. Upon exercise or termination of an option, any related Limited
Right shall terminate. The Limited Rights may be for no more than 100% of the
difference between the exercise price and the Fair Market Value of the Common
Stock subject to the underlying option. The Limited Right is transferable only
when the underlying option is transferable and under the same conditions.
(b) Payment. Upon exercise of a Limited Right, the Participant
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shall promptly receive from the Holding Company an amount of cash equal to the
difference between the exercise price per share on the Date of Grant of the
related option and the Fair Market Value of the underlying shares on the date
the Limited Right is exercised, multiplied by the number of shares with respect
to which such Limited Right is being exercised.
(c) Termination of Employment. Upon the termination of a Participant's
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service for any reason other than Termination for Cause, any Limited Rights held
by the Participant shall then be exercisable for a period of one year following
termination. In the event of Termination for Cause, all Limited Rights held by
the Participant shall expire immediately. Upon termination of the Participant's
employment for reason of death, Normal Retirement or Disability, all Limited
Rights held by such Participant shall be exercisable by the Participant or the
Participant's legal representative or beneficiaries for a period of one year
from the date of such termination. In no event shall the period extend beyond
the expiration of the term of the related option.
11. RIGHTS OF A SHAREHOLDER; NONTRANSFERABILITY.
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No Participant shall have any rights as a shareholder with respect to any
shares covered by a Non-statutory and/or Incentive Option until the date of
issuance of a stock certificate for such shares. Nothing in this Plan or in any
Award granted confers on any person any right to continue in the employ of the
Holding Company or its Affiliates or to continue to perform services for the
Holding Company or its Affiliates or interferes in any way with the right of the
Holding Company or its Affiliates to terminate a Participant's services as a
director, executive officer or employee at any time.
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No Award under the Plan shall be transferable by the optionee other than by
will or the laws of descent and distribution and may only be exercised during
his lifetime by the optionee, or by a guardian or legal representative.
12. AGREEMENT WITH GRANTEES.
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Each Award of Options, and/or Limited Rights will be evidenced by a written
agreement, executed by the Participant and the Holding Company or its Affiliates
which describes the conditions for receiving the Awards including the date of
Award, the purchase price if any, applicable periods, and any other terms and
conditions as may be required by the Board of Directors or applicable securities
law.
13. DESIGNATION OF BENEFICIARY.
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A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any stock option or Limited Rights
Award to which the Participant would then be entitled. Such designation will be
made upon forms supplied by and delivered to the Holding Company and may be
revoked in writing. If a Participant fails effectively to designate a
beneficiary, then the Participant's estate will be deemed to be the beneficiary.
14. DILUTION AND OTHER ADJUSTMENTS.
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In the event of any change in the outstanding shares of Common Stock of the
Holding Company by reason of any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination or exchange of
shares, or other similar corporate change, or other increase or decrease in such
shares effected without receipt or payment of consideration by the Holding
Company, the Committee will make such adjustments to previously granted Awards,
to prevent dilution or enlargement of the rights of the Participant, including
any or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common Stock
which may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common Stock
covered by Awards already made under the Plan;
(c) adjustments in the maximum number of shares of Common Stock which may
be awarded under the Plan to a Participant in any one calendar year;
or
(d) adjustments in the purchase price of outstanding Incentive and/or Non-
statutory Options, or any Limited Rights attached to such options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.
15. TAX WITHHOLDING.
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There shall be deducted from each distribution of cash and/or Common Stock
under the Plan the amount required by any governmental authority to be withheld
for income tax purposes.
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16. AMENDMENT OF THE PLAN.
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The Board of Directors may at any time, and from time to time, modify or
amend the Plan in any respect; provided, however, that Sections 8.1, 9.1 and
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10.1 governing grants of options and Limited Rights shall not be amended more
than once every six months other than to comport with the Internal Revenue Code
or the Employee Retirement Income Security Act of 1974, as amended; provided
further that if it has been determined to continue to qualify the Plan under the
Securities and Exchange Commission Rule 16b-3, shareholders' approval shall be
required for any such modification or amendment which:
(a) increases the maximum number of shares for which options may be
granted under the Plan (subject, however, to the provisions of Section
14 hereof);
(b) reduces the exercise price at which Awards may be granted (subject,
however, to the provisions of Section 14 hereof):
(c) extends the period during which options may be granted or exercised
beyond the times originally prescribed; or
(d) changes the persons eligible to participate in the Plan.
Failure to ratify or approve amendments or modifications to subsections (a)
through (d) of this Section by shareholders shall be effective only as to the
specific amendment or modification requiring such ratification. Other
provisions, sections, and subsections of this Plan will remain in full force and
effect.
No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award.
17. EFFECTIVE DATE OF PLAN.
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The Plan, as amended, shall become effective on the date of the 1995 Annual
Meeting of Shareholders, October 25, 1995 (the "Effective Date"). The Plan shall
be presented to shareholders of the Holding Company for ratification for
purposes of: (i) obtaining favorable treatment under Section 16(b) of the
Securities Exchange Act of 1934; (ii) satisfying one of the requirements of
Section 422 of the Code governing the tax treatment for Incentive Options; and
(iii) maintaining listing on the Nasdaq National Market. The failure to obtain
shareholder ratification will result in termination of the amended Plan by the
Board. In such a case, the Plan approved by shareholders on October 27, 1993
shall remain effective and all awards previously granted under this Plan shall
remain effective for all purposes.
18. TERMINATION OF THE PLAN.
-----------------------
The right to grant Awards under the Plan will terminate upon the earlier of
(a) failure to obtain shareholder approval (in which case, the plan approved by
shareholders on October 27, 1993 shall remain effective); (b) ten (10) years
after the Effective Date of the Plan; or (c) the issuance of Common Stock or the
exercise of options or related Limited Rights equivalent to the maximum number
of shares reserved under the Plan as set forth in Section 5. The Board of
Directors has the right to suspend or terminate the Plan at any time, provided
that no such action will, without the consent of a Participant, adversely affect
his rights under a previously granted Award.
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19. APPLICABLE LAW.
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The Plan will be administered in accordance with the laws of the State of
Delaware.
20. COMPLIANCE WITH SECTION 16.
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If this Plan is qualified under 17 C.F.R. (S) 240.16b-3 of the Exchange Act
Rules, with respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the
extent any provisions of the Plan or action by the Committee fail to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.