Exhibit 10(g)
SOUTHERN NATIONAL CORPORATION
1995 OMNIBUS STOCK INCENTIVE PLAN
Effective April 10, 1995
SOUTHERN NATIONAL CORPORATION
1995 OMNIBUS STOCK INCENTIVE PLAN
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ARTICLE I
DEFINITIONS
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1.01. AGREEMENT means a written agreement (including any amendment or
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supplement thereto) between SNC and a Participant specifying the terms and
conditions of an award of Restricted Stock or Performance Shares or an Option or
SAR granted to such Participant.
1.02. Applicable Percentage means the same percentage, in multiples of 5%, by
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which the Performance Share Value during a Valuation Period exceeds the Fair
Market Value of SNC Common Stock on the date that a Performance Share award was
granted. The Applicable Percentage cannot be less than zero but can exceed
100%.
1.03. Board means the Board of Directors of SNC.
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1.04. Code means the Internal Revenue Code of 1986, as amended.
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1.05. Committee means the Compensation Committee of the Board appointed to
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administer the Plan.
1.06. Corresponding SAR means an SAR that is granted in relation to a
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particular Option and that can be exercised only upon the surrender to SNC,
unexercised, of that portion of the Option to which the SAR relates.
1.07. Date of Exercise means (i) with respect to an Option, the date that the
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Option price is received by SNC
and (ii) with respect to an SAR, the date that the notice of exercise is
received by SNC.
1.08. Fair Market Value means, on any given date, the closing price of SNC
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Common Stock as reported on the New York Stock Exchange. If SNC Common Stock
was not traded on the New York Stock Exchange on such date, then Fair Market
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Value is determined with reference to the next preceding day that SNC Common
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Stock was so traded.
1.09. Initial Value means, with respect to an SAR, the Fair Market Value of one
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share of SNC Common Stock on the date of grant, as set forth in an Agreement.
1.10. Legal Disability means that a Participant is permanently and totally
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disabled within the meaning of Code section 22(e)(3).
1.11. Option means a stock option that entitles the holder to purchase from SNC
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a stated number of shares of SNC Common Stock at the price set forth in an
Agreement.
1.12. Participant means an employee of SNC or of a Subsidiary, including an
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employee who is a member of the Board, or a non-employee who satisfies the
requirements of Article IV and is selected by the Committee to receive a
Restricted Stock or Performance Share award, an Option, an SAR, or a combination
thereof.
1.13. Performance Share means an award, in the amount determined by the
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Committee and specified in an Agreement, stated with reference to a specified
number of
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shares of SNC Common Stock, that entitles the holder to receive shares of SNC
Common Stock, a cash payment, or a combination of SNC Common Stock and cash, in
accordance with the provisions of Article X. The Committee, in its discretion,
will determine whether a Performance Share will be settled with shares of SNC
Common Stock, cash or a combination of SNC Common Stock and cash.
1.14. Performance Share Value means the lowest Fair Market Value of SNC Common
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Stock during a Valuation Period.
1.15. Plan means the Southern National Corporation 1995 Omnibus Stock Incentive
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Plan.
1.16. Restricted Stock means shares of SNC Common Stock awarded to a
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Participant under Article IX. Shares of SNC Common Stock shall cease to be
Restricted Stock when, in accordance with the terms of the applicable Agreement,
they become transferable and free of substantial risks of forfeiture.
1.17. Retirement means that a Participant has separated from service on or
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after his earliest early retirement date established under a tax-qualified
pension or profit sharing plan maintained by SNC or a Subsidiary in which he
participates.
1.18. SAR means a stock appreciation right that entitles the holder to receive,
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with respect to each share of SNC Common Stock encompassed by the exercise of
such SAR, the
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amount determined by the Committee and specified in an Agreement. In the
absence of such a determination, the holder shall be entitled to receive, with
respect to each share of SNC Common Stock encompassed by the exercise of such
SAR, the excess of the Fair Market Value on the Date of Exercise over the
Initial Value. References to "SARs" include both Corresponding SARs and SARs
granted independently of Options, unless the context requires otherwise.
1.19. SNC means Southern National Corporation.
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1.20. SNC Common Stock means the common stock, $5.00 par value, of SNC.
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1.21. Subsidiary means any "subsidiary corporation" as such term is defined in
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Code section 424.
1.22. Valuation Period means the period beginning on January 1 and ending on
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the following December 31 beginning with the January 1 following the date of a
Performance Share award and during each of the four calendar years thereafter.
There shall be five Valuation Periods with respect to each Performance Share
award.
ARTICLE II
PURPOSES
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The Plan is intended to assist SNC in recruiting and retaining employees
with ability and initiative by enabling employees to participate in its future
success and to associate their interests with those of SNC and
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its shareholders. The Plan is intended to permit the award of shares of
Restricted Stock, the award of Performance Shares, the grant of SARs, and the
grant of both Options qualifying under Code section 422 ("incentive stock
options") and Options not so qualifying. No Option that is intended to be an
incentive stock option shall be invalid for failure to qualify as an incentive
stock option. The proceeds received by SNC from the sale of SNC Common Stock
pursuant to this Plan shall be used for general corporate purposes.
ARTICLE III
ADMINISTRATION
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Except as provided in this Article III, the Plan shall be administered
by the Committee. The Committee shall have authority to award Restricted Stock
and Performance Shares and to grant Options and SARs upon such terms (not
inconsistent with the provisions of this Plan) as the Committee may consider
appropriate. Such terms may include conditions (in addition to those contained
in this Plan) on the exercisability of all or any part of an Option or SAR or on
the transferability or forfeitability of Restricted Stock. Notwithstanding any
such condition, the Committee may, in its discretion, accelerate the time at
which any Option or SAR may be
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exercised or the time at which Restricted Stock may become transferable or
nonforfeitable. In addition, the Committee shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of Agreements; to
adopt, amend, and rescind rules and regulations pertaining to the administration
of the Plan; and to make all other determinations necessary or advisable for the
administration of this Plan. The express grant in the Plan of any specific power
to the Committee shall not be construed as limiting any power or authority of
the Committee. Any decision made, or action taken, by the Committee or in
connection with the administration of this Plan shall be final and conclusive.
No member of the Committee shall be liable for any act done in good faith with
respect to this Plan or any Agreement, or Option, SAR, Restricted Stock award or
Performance Share award. All expenses of administering this Plan shall be borne
by SNC.
The Committee, in its discretion, may delegate to one or more officers
of SNC, all or part of the Committee's authority and duties with respect to
Participants who are not subject to the reporting and other provisions of
Section 16 of the Securities Exchange Act of 1934, as in effect from time to
time. In the event of such delegation, and as to matters encompassed by the
delegation, references in the Plan to the Committee shall
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be interpreted as a reference to the Committee's delegate or delegates. The
Committee may revoke or amend the terms of a delegation at any time but such
action shall not invalidate any prior actions of the Committee's delegate or
delegates that were consistent with the terms of the Plan.
ARTICLE IV
ELIGIBILITY
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4.01. General. Any employee of SNC or of any Subsidiary (including any
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corporation that becomes a Subsidiary after the adoption of this Plan) is
eligible to participate in this Plan if the Committee, in its sole discretion,
determines that such person has contributed or can be expected to contribute to
the profits or growth of SNC or a Subsidiary. Any such employee may be awarded
shares of Restricted Stock or Performance Shares or may be granted one or more
Options, SARs, or Options and SARs. A Director of SNC who is an employee of SNC
or a Subsidiary may be awarded shares of Restricted Stock and Performance Shares
and may be granted Options or SARs under this Plan. Further, the Committee may
from time to time in its sole discretion award shares of Restricted Stock and
Performance Shares and may grant Options or SARs to non-employees or non-key
employees in conjunction with mergers and acquisition transactions. A member of
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the Committee may not participate in this Plan during the time that his
participation would prevent the Committee from being "disinterested" for
purposes of Securities and Exchange Commission Rule 16b-3 as in effect from time
to time.
4.02. Grants. The Committee will designate individuals to whom shares of
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Restricted Stock and Performance Shares are to be awarded and to whom Options
and SARs are to be granted and will specify the number of shares of SNC Common
Stock subject to each award or grant. An Option may be granted with or without a
related SAR. An SAR may be granted with or without a related Option. All shares
of Restricted Stock and Performance Shares awarded, and all Options and SARS
granted, under this Plan shall be evidenced by Agreements which shall be subject
to the applicable provisions of this Plan and to such other provisions as the
Committee may adopt. No Participant may be granted incentive stock options or
related SARs (under all incentive stock option plans of SNC and its
Subsidiaries) which are first exercisable in any calendar year for stock having
an aggregate Fair Market Value (determined as of the date an option is granted)
exceeding $100,000. In addition, no Participant may be granted Options and SARs
that are not related to an Option in any calendar year for more than 30,000
shares of SNC Common
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Stock. For purposes of the preceding sentence an Option and related SAR shall be
treated as a single award.
ARTICLE V
STOCK SUBJECT TO PLAN
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5.01. Source of Shares. Upon the award of shares of Restricted Stock and when
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a Performance Share is earned, SNC may issue authorized but unissued SNC Common
Stock. Upon the exercise of an Option or SAR, SNC may deliver to the Participant
(or the Participant's broker if the Participant so directs), authorized but
unissued SNC Common Stock.
5.02. Maximum Number of Shares. The maximum aggregate number of shares of SNC
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Common Stock that may be issued pursuant to the exercise of Options and SARs and
the award of Restricted Stock and the settlement of Performance Shares under
this Plan is two million, subject to increases and adjustments as provided in
this Article V and Article XI.
5.03. Replenishment. The maximum number of shares authorized for issuance under
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this Plan under Section 5.02 shall be increased each calendar year by 3% (the
Replenishment Percentage) of the amount, if any, by which the total number of
shares of SNC Common Stock outstanding as of the last day of such calendar year
exceeds the total number of shares of SNC Common Stock
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outstanding as of the first day of such calendar year. Provided, however, that:
(i) in no event shall the total number of shares authorized for issuance under
this Plan exceed 10% of authorized and outstanding SNC Common Stock as of the
time of any replenishment adjustment and (ii) for calendar year 1995, the first
day of the calendar year shall be deemed to be May 23, 1995 (the date of SNC's
1995 annual shareholders' meeting). The issuance of shares of SNC Common Stock
under this Plan and the application of Article XI shall be disregarded for
purposes of applying the preceding sentence.
5.04. Incentive Stock Options. Sections 5.02 and 5.03 to the contrary
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notwithstanding, the maximum aggregate number of shares of SNC Common Stock that
may be issued pursuant to the exercise of Options that are incentive stock
options granted under this Plan is two million, subject to adjustment as
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provided in Article XI.
5.05. Forfeitures, etc. If an Option or SAR is terminated, in whole or in part,
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for any reason other than its exercise, the number of shares of SNC Common Stock
allocated to the Option of SAR or portion thereof may be reallocated to other
Options, SARs, Restricted Stock, and Performance Share awards to be granted
under this Plan. Any shares of Restricted Stock that are forfeited may be
reallocated to other Options, SARs or Restricted Stock awards to be granted
under this Plan.
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ARTICLE VI
OPTION PRICE
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The price per share for SNC Common Stock purchased on the exercise of an
Option shall be determined by the Committee on the date of grant; provided,
however, that the price per share for SNC Common Stock purchased on the exercise
of any non-incentive stock option shall not be less than eighty-five percent
(85%) of the Fair Market Value on the date the Option is granted. The price per
share for SNC Common Stock purchased on the exercise of any incentive stock
option shall not be less than one hundred percent (100%) of the Fair Market
Value on the date the Option is granted.
ARTICLE VII
EXERCISE OF OPTIONS
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7.01. Maximum Option or SAR Period. The maximum period in which an Option or
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SAR may be exercised shall be determined by the Committee on the date of grant
except that no Option that is an incentive stock option and any Corresponding
SAR that relates to such Option shall be exercisable after the expiration of ten
years from the date the Option or SAR was granted. The terms of any Option or
SAR may provide that it is exercisable for a period less than such maximum
period.
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7.02. Nontransferability. Any Option or SAR granted under this Plan shall be
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nontransferable except by will or by the laws of descent and distribution. In
the event of any such transfer, the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person or persons or
entity or entities. During the lifetime of a Participant to whom an Option or
SAR is granted, the Option or SAR may be exercised only by the Participant. No
right or interest of a Participant in any Option or SAR shall be liable for, or
subject to, any lien, obligation, or liability of such Participant.
ARTICLE VIII
METHOD OF EXERCISE
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8.01. Exercise. An Option or SAR granted under this Plan shall be deemed to
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have been exercised on the Date of Exercise. Subject to the provisions of
Articles VII and XII, an Option or SAR may be exercised in whole at any time or
in part from time to time at such times and in compliance with such requirements
as the Committee shall determine; provided, however, that a Corresponding SAR
that is related to an incentive stock option may be exercised only to the extent
that the related Option is exercisable and only when the Fair Market Value
exceeds the option price of the related Option. An Option or SAR
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granted under this Plan may be exercised with respect to any number of whole
shares less than the full number of whole shares for which the Option or SAR
could be exercised. A partial exercise of an Option or SAR shall not affect the
right to exercise the Option or SAR from time to time in accordance with this
Plan and the applicable Agreement with respect to remaining shares subject to
the Option or related to the SAR. The exercise of either an Option or
Corresponding SAR shall result in the termination of the other to the extent of
the number of shares with respect to which the Option or Corresponding SAR is
exercised.
8.02. Payment. Unless otherwise provided by the Agreement, payment of the
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Option price shall be made in cash or a cash equivalent acceptable to the
Committee. If the Agreement provides, payment of all or part of the Option price
may be made by surrendering shares of SNC Common Stock to SNC. If SNC Common
Stock is used to pay all or part of the Option price, the shares surrendered
must have a Fair Market Value (determined as of the day preceding the Date of
Exercise) that is not less than such price or part thereof.
8.03. Determination of Payment of Cash and/or SNC Common Stock Upon Exercise
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of SAR. At the Committee's discretion, the amount payable as a result of the
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exercise of an SAR may be settled in cash, SNC Common Stock, or a
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combination of cash and SNC Common Stock. A fractional share shall not be
deliverable upon the exercise of an SAR but a cash payment will be made in lieu
thereof.
8.04. Shareholder Rights. No Participant shall have any rights as a stockholder
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with respect to shares subject to an Option or SAR until the Date of Exercise of
such Option or SAR.
ARTICLE IX
RESTRICTED STOCK
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9.01. Award. In accordance with the provisions of Article IV, the Committee
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will designate each individual to whom an award of Restricted Stock is to be
made and will specify the number of shares of SNC Common Stock covered by the
award.
9.02. Vesting. The Committee, on the date of the award, may prescribe that a
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Participant's rights in the Restricted Stock shall be forfeitable or otherwise
restricted for a period of time set forth in the Agreement. By way of example
and not of limitation, the restrictions may postpone transferability of the
shares or may provide that the shares will be forfeited if the Participant
separates from the service of SNC and its Subsidiaries before the expiration of
a stated term or if SNC, SNC and its Subsidiaries or the Participant fail to
achieve stated objectives.
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9.03. Shareholder Rights. Prior to their forfeiture in accordance with the terms
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of the Agreement and while the shares are Restricted Stock, a Participant will
have all rights of a shareholder with respect to Restricted Stock, including the
right to receive dividends and vote the shares; provided, however, that (i) a
Participant may not sell, transfer, pledge, exchange, hypothecate, or other-
wise dispose of Restricted Stock, (ii) SNC shall retain custody of the
certificates evidencing shares of Restricted Stock, and (iii) the Participant
will deliver to SNC a stock poser, endorsed in blank, with respect to each award
of Restricted Stock. The limitations set forth in the preceding sentence shall
not apply after the shares cease to be Restricted Stock.
ARTICLE X
PERFORMANCE SHARE AWARDS
10.01. Award. In accordance with the provisions of Article IV, the Committee
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will designate individuals to whom an award of Performance Shares is to be
granted and will specify the number of shares of SNC Common Stock covered by the
award. The number of shares of SNC Common Stock covered by a Performance Share
award is merely a target; the number of shares of SNC Common Stock earned and
issued under a Performance Share award may be more or less than the target based
on the Applicable Percentage.
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10.02. Earning the Award. A Performance Share award will be earned based on the
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Performance Share Value during each of the five Valuation Periods following the
date of award. The number of shares of SNC Common Stock earned under a
Performance Share award as of the end of a Valuation Period will be equal to the
product of (i) the number of shares covered by the Performance Share award and
(ii) the Applicable Percentage; provided, however, that such product shall be
reduced by the number of shares of SNC Common Stock earned or, in the case of a
cash payment, the number of shares represented by the payment, in a prior
Valuation Period with respect to the same Performance Share Award.
10.03. Employment. Section 10.02 to the contrary notwithstanding, a
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Participant's right to earn additional shares of SNC Common Stock or cash
payments under Performance Share awards shall terminate if the Participant's
employment with SNC and its Subsidiaries ends for reasons other than death,
Legal Disability or Retirement. The preceding sentence shall not affect a
Participant's right to receive shares of SNC Common Stock or cash payments that
were earned in a Valuation Period that ended before the Participant's
termination of employment. If a Participant's employment with SNC and its
Subsidiaries ends on account of death, Legal Disability or Retirement, the
Participant (or the
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Participant's estate in the case of his death), shall be entitled to receive
shares of SNC Common stock or cash payment to the extent that Performance Shares
are earned in Valuation Periods preceding the Participant's termination of
employment and the next following Valuation Period.
10.04. Issuance of Shares. To the extent that a Performance Share award is
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settled with SNC Common Stock, the shares of SNC Common Stock earned in
accordance with Section 10.02 shall be issued to the Participant as soon as
practicable after the end of the Valuation Period; provided, however, that no
shares shall be issued unless the Committee certifies the number of shares of
SNC Common Stock earned by the Participant during that Valuation Period. A
fractional share shall not be issuable under this Article X but instead will be
settled in cash.
10.05. Settlement in Cash. To the extent that Performance Share award is
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settled in cash, the payment will be made in a single sum as soon as practicable
after the end of the Valuation Period; provided, however, that no payment shall
be made unless the Committee certifies the amount earned by the Participant
during that Valuation Period. To the extent that a Performance Share award is
settled in cash, the amount of cash payable under a Performance Share award
shall equal the Fair Market Value
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number of shares of SNC Common Stock earned during the Valuation Period on the
date that the Committee certifies the Participant's right to receive the
payment.
10.06. Shareholder Rights. No Participant shall, as a result of receiving an
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award of Performance Shares, have any rights as a shareholder until and to the
extent that the award of Performance Shares is earned and SNC Common Stock is
issued to the Participant. A Participant may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of a Performance Share award or the
right to receive payment thereunder other than by will or the laws of descent
and distribution.
ARTICLE XI
ADJUSTMENT UPON CHANGE IN SNC COMMON STOCK
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The maximum number of shares that may be issued pursuant to the exercise
of Options and SARs and the award of Restricted Stock and the settlement of
Performance Shares under this Plan and the Replenishment Percentage in Section
5.03 shall be proportionately adjusted, and the terms of outstanding Restricted
Stock awards, Performance Share Awards, Options, and SARs shall be adjusted, as
the Committee shall determine to be equitably required in the event that (a) SNC
(i) effects one or more stock dividends, stock split-ups, subdivisions or
consolidations of shares or (ii) engages
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in a transaction to which Code section 424 applies or (b) there occurs any other
event which, in the judgment of the Committee necessitates such action. Any
determination made under this Article XI by the Committee shall be final and
conclusive.
The issuance by SNC of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services, either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
SNC convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, outstanding awards
of Restricted Stock, Performance Shares, Options or SARs.
The Committee may award shares of Restricted Stock and Performance
Shares, may grant Options, and may grant SARs in substitution for stock awards,
stock options, stock appreciation rights, or similar awards held by an
individual who becomes an employee of SNC or a Subsidiary in connection with a
transaction described in the first paragraph of this Article XI.
Notwithstanding any provision of the Plan (other than the limitation of Article
V), the terms of such substituted Restricted Stock and Performance Share awards
and Option or SAR
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grants shall be as the Committee, in its discretion, determines is appropriate.
ARTICLE XII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
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No Option or SAR shall be exercisable, no SNC Common Stock shall be
issued, no certificates for shares of SNC Common Stock shall be delivered, and
no payment shall be made under this Plan except in compliance with all
applicable federal and state laws and regulations (including, without
limitation, withholding tax requirements) and the rules of all domestic stock
exchanges on which SNC's shares may be listed. SNC shall have the right to
relay on an opinion of its counsel as to such compliance. Any share certificate
issued to evidence SNC Common Stock for which shares of Restricted Stock are
awarded, Performance Shares were earned or for which an Option or SAR is
exercised may bear such legends and statements as the Committee may deem
advisable to assure compliance with federal and state laws and regulations. No
Option or SAR shall be exercisable, no SNC Common Stock shall be issued, no
certificate for shares shall be delivered, and no payment shall be made under
this Plan until SNC has obtained such consent or approval as the Committee may
deem advisable from regulatory bodies having jurisdiction over such matters.
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ARTICLE XIII
GENERAL PROVISIONS
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13.01. Effect on Employment. Neither the adoption of this plan, its operation,
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nor any documents describing or referring to this plan (or any part thereof)
shall confer upon any employee any right to continue in the employ of SNC or a
Subsidiary or in any way affect any right and power of SNC or a Subsidiary to
terminate the employment of any employee at any time with or without assigning
a reason therefor.
13.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
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unfunded, and SNC shall not be required to segregate any assets that may at any
time be represented by grants under this Plan. Any liability of SNC to any
person with respect to any grant under this Plan shall be based solely upon any
contractual obligations that may be created pursuant to this Plan. No such
obligation of SNC shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of SNC.
13.03. Rules of Construction. Headings are given to the articles and sections of
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this Plan solely as a convenience to facilitate reference. The reference to any
statute, regulation, or other provision of the law shall be construed to refer
to any amendment to or successor of such provision of the law.
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13.04. Employee Status. For purposes of determining the applicability of Code
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section 422 (relating to incentive stock options), or in the event that the
terms of any Option or SAR provide that it may be exercised or that awards of
Restricted Stock or Performance Shares may become vested or earned only during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability, or other reasons shall not be
deemed interruption of continuous employment.
ARTICLE XIV
AMENDMENT
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The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of SNC
Common Stock that may be issued under the Plan or (ii) the amendment changes the
class of individuals eligible to become Participants. No amendment shall,
without a Participant's consent, adversely affect any rights of such Participant
under any outstanding Restricted Stock or Performance Share award or under any
Option or SAR outstanding at the time such amendment is made.
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ARTICLE XV
DURATION OF PLAN
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No shares of Restricted Stock or Performance Shares may be awarded and no
Option or SAR may be granted under this Plan after April 9, 2005. Restricted
Stock and Performance Share awards and Options and SARs granted before that date
shall remain valid in accordance with their terms.
ARTICLE XVI
EFFECTIVE DATE OF PLAN
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Shares of Restricted Stock and Performance Shares may be awarded and
Options and SARs may be granted under this Plan upon its adoption by the Board,
provided that no Restricted Stock or Performance Share award, Option or SAR
will be effective unless this Plan is approved by shareholders holding a
majority of SNC's outstanding voting stock, voting either in person or by proxy
at a duly held shareholders' meeting within twelve months of such adoption.
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