EXHIBIT 4.1
EXHIBIT 4.1
THE WAYNE SAVINGS AND LOAN COMPANY
1993 INCENTIVE STOCK OPTION PLAN
1. PURPOSE
The purpose of The Wayne Savings and Loan Company 1993 Incentive Stock
Option Plan (the "Plan") is to advance the interests of Wayne Savings and Loan
Company (the "Association") and its shareholders by providing officers and key
employees of the Association and its affiliates, including Wayne Savings
Bankshares, MHC, the mutual holding company of the Association (the "Company"),
upon whose judgment, initiative and efforts the successful conduct of the
business of the Association and its affiliates largely depends, with an
additional incentive to perform in a superior manner as well as to attract
people of experience and ability.
2. DEFINITIONS
(a) "AFFILIATE" means (i) a member of a controlled group of corporations of
which the Association is a member or (ii) an unincorporated trade or business
that is under common control with the Association 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) thereof.
(b) "AWARD" means an Award of Non-statutory Stock Options, Incentive Stock
Options, and/or Limited Rights granted under the provisions of the Plan.
(c) "BOARD OF DIRECTORS" means the Board of Directors of the Association.
(d) "CHANGE IN CONTROL" of the Association or the Company shall mean (I) a
plan of reorganization, merger, merger conversion, consolidation or sale of all
or substantially all of the assets of the Association or the Company or a
similar transaction in which the Association or the Company is not the resulting
entity; (II) individuals who constitute the board of directors of the
Association or the board of directors of the Company cease for any reason to
constitute a majority thereof; or (III) a Change in Control within the meaning
of 12 C.F.R. (S) 574.4 occurs, as determined by the board of directors of the
Association or the Holding Company, provided, however, that a change in control
shall not be deemed under 2(d)(I) or 2(d)(III) of this section if the
transaction(s) constituting a change in control is approved by a majority of the
Board of Directors of the Association or the Company, as the case may be. In
the event the Company converts from the mutual form of organization to the stock
form of organization at any time
subsequent to the effective date of this Agreement ("Stock Holding Company"), a
"Change in Control" of the Association means a change in control of a nature
that: (i) would be required to be reported in response to Item 1 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 Association or the Company within the
meaning of the Home Owners' Loan Act of 1933 and the Rules and Regulations
promulgated by the Office of Thrift Supervision (the "OTS") (or its predecessor
agency), as in effect on the effective date of this Plan; 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) other than the Company is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Association representing 20% or more of the Association's
outstanding securities ordinarily having the right to vote at the election of
directors except for any securities of the Association purchased by the Company
in connection with the Reorganization and any securities purchased by the
Association's employee stock ownership plan and trust; or (b) individuals who
constitute the Board of Directors 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 subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Association's
shareholders was approved by the same nominating committee serving under an
Incumbent Board, shall be considered, for purposes of this clause (b), as though
he were a member of the Incumbent Board; or (c) a plan of reorganization, a
merger, consolidation, sale of all or substantially all the assets of the
Association or the Company or similar transaction in which the Association or
Company is not the surviving institution occurs and which the Incumbent Board
does not approve or consent to; or (d) a proxy statement soliciting proxies from
stockholders of the Association, by someone other than the current management of
the Association, seeking stockholder approval of a plan of reorganization,
merger or consolidation of the Company or the Association 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 Association or
the Company shall be distributed; or (e) a tender offer is made for 20% or more
of the voting securities of the Association.
(e) "COMMITTEE" means a Committee of the Board of Directors consisting of
all non-employee (i.e., "outside") directors.
(f) "COMMON STOCK" means the Common Stock of the Association.
(g) "CONVERSION TRANSACTION" means the conversion of the Company from the
mutual to stock form of organization either on a stand-alone basis or in the
context of a merger conversion, as contemplated by regulations of the OTS or any
successor thereof.
(h) "DATE OF GRANT" means the actual date on which an Award is granted by
the Committee.
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(i) "DISABILITY" means the permanent and total inability by reason of
mental or physical infirmity, or both, of an employee to perform the work
customarily assigned to him. Additionally, a medical doctor selected or
approved by the Board of Directors must advise the Committee that it is either
not possible to determine when such Disability will terminate or that it appears
probable that such Disability will be permanent during the remainder of such
employee's lifetime.
(j) "FAIR MARKET VALUE" means, when used in connection with the Common
Stock on a certain date, the reported closing price of the Common Stock as
reported by the National Association of Securities Dealers Automated Quotation
("NASDAQ") System (as published by the Wall Street Journal, if published) on the
day prior to 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; provided,
however, that if the Common Stock is not reported on the NASDAQ System, Fair
Market Value shall mean the average sale price of all shares of Common Stock
sold during the 30-day period immediately preceding the date on which such stock
option was granted, and if no shares of stock have been sold within such 30-day
period, the average sale price of the last three sales of Common Stock sold
during the 90-day period immediately preceding the date on which such stock
option was granted. In the event Fair Market Value cannot be determined in the
manner described above, then Fair Market Value shall be determined by the
Committee. The Committee shall be authorized to obtain an independent appraisal
to determine the Fair Market Value of the Common Stock. For purposes of the
grant of options in the Reorganization, Fair Market Value shall mean the initial
public offering price of the Common Stock.
(k) "INCENTIVE STOCK OPTION" means an Option granted by the Committee to a
Participant, which Option is designated as an Incentive Stock Option pursuant to
Section 8.
(l) "LIMITED RIGHT" means the right to receive an amount of cash based upon
the terms set forth in Section 9.
(m) "NON-STATUTORY STOCK OPTION" means an Option granted by the Committee
to a participant and which is not designated by the Committee as an Incentive
Stock Option.
(n) "NORMAL RETIREMENT" means retirement at the normal or early retirement
date as set forth in the Wayne Savings Employee Stock Ownership Plan, or any
successor plan.
(p) "OPTION" means Award granted under Section 7 or Section 8.
(q) "PARTICIPANT" means an employee of the Association or its affiliates
chosen by the Committee to participate in the Plan.
(r) "PLAN YEAR OR YEARS" means a calendar year or years commencing on or
after January 1, 1993.
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(s) "REORGANIZATION" means the reorganization of Wayne Savings and Loan
Company as a mutual holding company and the establishment of the Association as
its majority-owned subsidiary.
(t) "TERMINATION FOR CAUSE" means the termination upon an intentional
failure to perform stated duties, or breach of a fiduciary duty involving
personal dishonesty, or willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order,
any of which results in material loss to the Association, the Company, or one of
its affiliates.
3. ADMINISTRATION
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 deems necessary for the proper administration of the Plan and
to make whatever determinations and interpretations in connection with the Plan
it deems 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
Awards under the Plan may be granted in any one or a combination of (a)
Incentive Stock Options; (b) Non-Statutory Stock Options; and (c) Limited Rights
as defined herein in Sections 7-9.
5. STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 14, the maximum number of
shares reserved for issuance under the Plan is 7% of the shares of Common Stock
of the Association sold in connection with the Reorganization. These shares of
Common Stock may be either authorized but unissued shares or shares previously
issued and reacquired by the Association. To the extent that options or rights
granted under the Plan are exercised, the shares covered will be unavailable for
future grants under the Plan; to the extent that options together with any
related rights granted under the Plan terminate, expire or are cancelled without
having been exercised or, in the case of Limited Rights exercised for cash, new
Awards may be made with respect to these shares.
6. ELIGIBILITY
Officers and other employees of the Association or its affiliates shall be
eligible to receive Incentive Stock Options, Non-Statutory Stock Options and/or
Limited Rights under the Plan. Directors who are not employees or officers of
the Association or its affiliates shall not be eligible to receive Awards under
the Plan.
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7. NON-STATUTORY STOCK OPTIONS
7.1 GRANT OF NON-STATUTORY STOCK OPTIONS
The Committee may, from time to time, grant Non-Statutory Stock Options to
eligible employees and, upon such terms and conditions as the Committee may
determine, grant Non-Statutory Stock Options in exchange for and upon surrender
of previously granted Awards under this Plan. Non-Statutory Stock 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 Stock Option shall be determined by the
Committee on the date the option is granted. Except as provided below, such
purchase price shall not be less than 100% of the Fair Market Value of the
Association's Common Stock on the date the option is granted. The purchase
price per share of Common Stock deliverable upon the exercise of each Non-
Statutory Stock Option granted in exchange for and upon surrender of previously
granted awards shall be not less than 85% of the Fair Market Value of the
Association's Common Stock on the date the option is granted, but in no event
may the purchase price of any Non-Statutory Stock Option be less than the par
value of the Common Stock. 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, through the surrender of shares of the Common Stock of the Association at
the Fair Market Value of such shares determined in the manner described in
Section 2(j).
(b) Terms of Options. The term during which each Non-Statutory Stock
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Option may be exercised shall be determined by the Committee, but in no event
shall a Non-Statutory Stock Option be exercisable in whole or in part more than
10 years and one day from the Date of Grant. The Committee shall determine the
date on which each Non-Statutory Stock Option shall become exercisable in
installments. The shares comprising each installment may be purchased in whole
or in part at any time after such installment becomes purchasable. The
Committee, in its sole discretion, may accelerate the time at which any Non-
statutory Stock Option may be exercised in whole or in part. Notwithstanding
the above, in the event of a Change in Control of the Association, all Non-
Statutory Stock Options shall become immediately exercisable.
(c) Termination of Employment. Upon the termination of an employee's
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service for any reason other than Disability, Normal Retirement, death or
Termination for Cause, the employee's Non-Statutory Stock Options shall be
exercisable only as to those shares that were immediately purchasable by the
employee at the date of termination and only for a period of one year following
termination. In the event of Termination for Cause, all rights under his Non-
Statutory Stock Options shall expire upon termination. In the event of the
death, Disability or Normal Retirement of any employee, all Non-Statutory Stock
Options held by such employee, whether or not exercisable at such time, shall be
exercisable by such employee or his legal representatives or beneficiaries for
one year following the date of his death, Normal Retirement
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or cessation of employment due to Disability, provided that in no event shall
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the period extend beyond the expiration of the Non-Statutory Stock Option term.
8. INCENTIVE STOCK OPTIONS
8.1 GRANT OF INCENTIVE STOCK OPTIONS
The Committee, from time to time, may grant Incentive Stock Options to
eligible employees. Incentive Stock Options granted pursuant to the Plan 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 Stock Option shall be not less than 100% of the
Fair Market Value of the Association's Common Stock on the date the Incentive
Stock Option is granted. However, if an employee owns stock possessing more
than 10% of the total combined voting power of all classes of Common Stock of
the Association, the purchase price per share of Common Stock deliverable upon
the exercise of each Incentive Stock Option shall not be less than 110% of the
Fair Market Value of the Association's Common Stock on the date the Incentive
Stock Option is granted. 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,
through the surrender of shares of the Common Stock of the Association at the
Fair Market Value of such shares determined in the manner described in Section
2(j).
(b) Amount of Options. Incentive Stock Options may be granted to any
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eligible employee in such amounts as determined by the Committee; provided that
the amount granted is consistent with the terms of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). In granting Incentive Stock
Options the Committee shall consider the position and responsibilities of the
eligible employee, the length and value of his or her service to the
Association, the compensation paid to the employee and the Committee's
evaluation of the performance of the Association according to measurements that
include, among others, key financial ratios, levels of classified assets, and
independent audit findings. In the case of an option intended to qualify as an
Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time the option is granted) of the Common Stock with respect to which Incentive
Stock Options granted are 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 8.1(b) shall be construed and applied
in accordance with Section 422(d) of the Code and the regulations, if any,
promulgated thereunder.
(c) Term of Options. The term during which each Incentive Stock Option may
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be exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If any employee, at the time an Incentive Stock Option
is granted to him, owns Common Stock representing more
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than 10% of the total combined voting power of the Association (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
employee, or by or for any corporation, partnership, estate or trust of which
such employee is a shareholder, partner or beneficiary), the Incentive Stock
Option granted to him shall not be exercisable after the expiration of five
years from the Date of Grant. No Incentive Stock Option granted under this Plan
is transferable except by will or the laws of descent and distribution and is
exercisable only by the employee to which it is granted.
The Committee shall determine the date on which each Incentive Stock Option
shall become exercisable and may provide that an Incentive Stock Option shall
become exercisable in installments. 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, in its
sole discretion, may accelerate the time at which any Incentive Stock 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 Association, all Incentive Stock Options shall become
immediately exercisable.
(d) Termination of Employment. Upon the termination of an employee's
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service for any reason other than Disability, Normal Retirement, Change in
Control, death or Termination for Cause, his Incentive Stock Options shall be
exercisable only as to those shares which were immediately purchasable by him 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 his
Incentive Stock Options shall expire upon termination.
In the event of death or Disability of any employee, all Incentive Stock
Options held by such employee, whether or not exercisable at such time, shall be
exercisable by such employee or his legal representatives or beneficiaries for
one year following the date of his death or cessation of employment due to
Disability. Upon termination of an employee's service due to Normal Retirement,
or a Change in Control, all Incentive Stock Options held by such employee,
whether or not exercisable at such time, shall be exercisable for a period of
one year following the date of his cessation of employment; provided, however,
that such option shall not be eligible for treatment as an Incentive Stock
Option in the event such option is exercised more than three months following
the date of his Normal Retirement or the Change in Control. In no event shall
the exercise period extend beyond the expiration of the Incentive Stock Option
term.
(e) Compliance with Code. The options granted under this Section 8 of the
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Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Association 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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9. LIMITED RIGHTS
9.1 GRANT OF LIMITED RIGHTS
The Committee may grant a Limited Right simultaneously with the grant of
any option, 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 Association.
The Limited Right may be exercised only when the underlying option is
eligible to be exercised, provided that 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
Rights 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 holder shall promptly
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receive from the Association an amount of cash equal to the difference between
the Fair Market Value 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) Stock to be Optioned. The maximum number of shares of Common Stock that
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may be optioned or sold under the Plan is 42,000 shares. Such shares may be
treasury, or authorized but unissued, shares of Common Stock of the Association.
Any shares subject to an Option under the Plan which Option for any reason
expires or is terminated unexercised as to such shares, may again be subject to
an Option under the Plan.
10. SURRENDER OF OPTION
In the event of a Participant's termination of employment as a result of
death, Disability or Retirement, the Participant (or his personal
representative(s), heir(s), or devisee(s)) may, in a form acceptable to the
Committee, make application to surrender all or part of options held by such
Participant in exchange for a cash payment from the Association of an amount
equal to the difference between the Fair Market Value of the Common Stock on the
date of termination of employment and the exercise price per share of the option
on the Date of Grant. Whether the Association accepts such application or
determines to make payment, in whole or part, is within
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its absolute and sole discretion, it being expressly understood that the
Association is under no obligation to any Participant whatsoever to make such
payments. In the event that the Association accepts such application and
determines to make payment, such payment shall be in lieu of the exercise of the
underlying option and such option shall cease to be exercisable.
11. RIGHTS OF A SHAREHOLDER; NON-TRANSFERABILITY
An optionee shall have no rights as a shareholder with respect to any
shares covered by a Non-Statutory and/or Incentive Stock 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 Association or its affiliates or to continue to perform services for the
Association or its affiliates or interferes in any way with the right of the
Association or its affiliates to terminate his services as an officer or other
employee at any time.
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
Each Award of Options, and/or Limited Rights will be evidenced by a written
agreement, executed by the Participant and the Association or its affiliates
that 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
A Participant, with the consent of the Committee, may designate a person or
persons to receive, in the event of death, any stock option or Limited Rights
Award to which he would then be entitled. Such designation will be made upon
forms supplied by and delivered to the Association and may be revoked in
writing. If a Participant fails effectively to designate a beneficiary, then
his estate will be deemed to be the beneficiary.
14. DILUTION AND OTHER ADJUSTMENTS
In the event of any change in the outstanding shares of Common Stock of the
Association 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
without receipt or payment of consideration by the Association, 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:
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(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) subject to Section 8.1(a) hereof, adjustments in the purchase price of
outstanding Incentive and/or Non-Statutory Stock Options, or any Limited
Rights attached to such options.
No such adjustments, however, may change materially the value of benefits
available to a Participant under a previously granted Award.
15. LIMITATIONS UPON EXERCISE OF OPTIONS
Notwithstanding any other provision of the Plan, so long as the Company
remains in the mutual form of organization, an option granted under this Plan
may not be exercised if the exercise of such an option would result in the
Holding Company owning less than a majority of the Common Stock of the
Association. Nothing herein shall preclude the Association from issuing
additional authorized but unissued shares of Common Stock to the Company to
allow for the exercise of options which would otherwise have resulted in the
Company owning less than a majority of the Common Stock of the Association.
16. TREATMENT OF OPTIONS IN THE EVENT OF A CONVERSION TRANSACTION
In the event that the Company converts to stock form in a Conversion
Transaction ("Stock Holding Company"), any options outstanding shall, at the
option of the holder, (i) be convertible into options for Common Stock of the
Stock Holding Company, or (ii) be exercised by the holder prior to the effective
date of the Conversion Transaction and the holder shall be entitled to exchange,
in the same manner as other minority stockholders of the Association, the shares
of Common Stock of the Association received upon such exercise for shares of
Common Stock of the Stock Holding Company. Provided, however, that if for any
reason such options are not to be converted or such shares are not exchanged,
the holders of options under this plan shall receive cash payment for the
shares of stock represented by the options in an amount equal to the initial
offering price of the Common Stock of the Stock Holding Company at the closing
of the Conversion Transaction, less the original exercise price of such options
and, with respect to options that have been exercised, the Stock Holding Company
shall redeem such shares for cash in the same manner as such redemption would
occur for other minority stockholders of the Association. Any exchange,
conversion of options, or cash payment for shares shall be subject to applicable
federal and state regulations and, if necessary, subject to the approval of the
appropriate regulatory authorities.
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17. WITHHOLDING
There may be deducted from each distribution of cash and/or Common Stock
under the Plan the amount of tax required by any governmental authority to be
withheld.
18. AMENDMENT OF THE PLAN
The Board of Directors may at any time, and from time to time, modify or
amend the Plan in any respect; provided, however, that if necessary to continue
to qualify the Plan under the Securities and Exchange Commission Rule 16b-3,
shareholder approval shall be required for any such modification or amendment
that:
(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 Sections 8.1(a) and 14 hereof):
(c) extends the period during which options may be granted or exercised
beyond the times originally prescribed (subject, however, to the
provisions of Section 8.1(a) hereof); 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 18 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.
19. EFFECTIVE DATE OF PLAN
The Plan shall become effective upon the consummation of the Reorganization
(the "Effective Date"). The Plan shall be presented to shareholders for
ratification for purposes of: (i) obtaining favorable treatment under Section
16(b) of the Exchange Act; (ii) obtaining preferential tax treatment for
Incentive Stock Options; and (iii) maintaining listing on the NASDAQ System. The
failure to obtain shareholder ratification will not affect the validity of the
Plan and the options thereunder; provided, however, that if the Plan is not
ratified, the Plan shall remain in full force and effect, and any Incentive
Stock Options granted under the Plan shall be deemed to be Non-Statutory Stock
Options.
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20. TERMINATION OF THE PLAN
The right to grant Awards under the Plan will terminate upon the earlier of
ten (10) years after the Effective Date of the issuance of Common Stock or the
exercise of options or related rights equaling the maximum number of shares
reserved under the Plan as set forth in Section 5 hereof. 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, affect adversely his
rights under a previously granted Award.
21. APPLICABLE LAW
The Plan will be administered in accordance with the laws of the State of
Ohio.
Adopted June 23, 1993
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