Exhibit 4.3
TRANSAMERICA CORPORATION
1996 STOCK OPTION AND AWARD PLAN
TRANSAMERICA CORPORATION, hereby adopts the Transamerica Corporation
1996 Stock Option and Award Plan, effective as of December 31, 1996, as follows:
SECTION 1
BACKGROUND AND PURPOSE
1.1 Background. The Plan permits the grant of Options, SARs,
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Restricted Stock, Performance Shares and/or Performance Units to certain
Eligible Employees.
1.2 Purpose of the Plan. The Plan is intended to attract, motivate
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and retain those Eligible Employees upon whose judgment, initiative and
continued efforts the Corporation is largely dependent for the successful
conduct of its business. The Plan also is intended to align Participants'
interests with those of the Corporation's stockholders.
SECTION 2
DEFINITIONS
The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:
2.1 "1934 Act" means the Securities Exchange Act of 1934, as amended.
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Reference to a specific section of the 1934 Act or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
2.2 "Affiliate" means any corporation in which the Corporation owns,
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directly or indirectly, twenty-five percent or more of the voting stock.
2.3 "Award" means, individually or collectively, a grant under the
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Plan of Options, SARs, Restricted Stock, Performance Shares and/or Performance
Units.
2.4 "Award Agreement" means the written agreement setting forth the
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terms and provisions applicable to each Award granted under the Plan.
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2.5 "Board" means the Board of Directors of the Corporation.
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2.6 "Change of Control" means the occurrence of any of the following:
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(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of
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beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of 20% or more of either (1) the then-outstanding shares of
common stock of the Corporation (the "Outstanding Corporation Common
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Stock") or (2) the combined voting power of the then-outstanding voting
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securities of the Corporation entitled to vote generally in the election of
directors (the "Outstanding Corporation Voting Securities"); provided,
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however, that for purposes of this paragraph (a) the following acquisitions
shall not constitute, or be deemed to cause, a Change of Control: (i) any
increase in such percentage ownership of a Person to 20% or more resulting
solely from any acquisition of shares directly from the Corporation or any
acquisition of shares by the Corporation, provided, however, that any
subsequent acquisitions of shares by such Person that would add, in the
aggregate, 2% or more (measured as of the date of each such subsequent
acquisition) to such Person's beneficial ownership of Outstanding
Corporation Common Stock or Outstanding Corporation Voting Securities shall
be deemed to constitute a Change of Control, (ii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation or (iii) any
acquisition by any corporation pursuant to a transaction which complies
with clauses (1), (2) and (3) of paragraph (c) below; or
(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
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of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Corporation's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents, by or on behalf
of a Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the
Corporation (a
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"Business Combination"), in each case, unless, following such Business
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Combination, (1) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the then Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities,
immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 50% of, respectively, the then-outstanding shares
of common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result
of such transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more subsidiaries)
in the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (2) no
Person (excluding any corporation resulting from such Business Combination
or any employee benefit plan (or related trust) of the Corporation or of
such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then-
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then-outstanding
voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (3) at least a
majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
(d) Approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
2.7 "Change of Control Value" means the greater of (a) the highest
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Fair Market Value of a Share during the period of 60 consecutive days which ends
on the date of a Change of Control, or (b) the highest price per Share paid in
the transaction which gives rise to the Change of Control.
2.8 "Code" means the Internal Revenue Code of 1986, as amended.
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Reference to a specific section of the Code or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
2.9 "Committee" means the committee appointed by the Board (pursuant
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to Section 3.1) to administer the Plan.
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2.10 "Corporation" means Transamerica Corporation, a Delaware
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corporation, or any successor thereto.
2.11 "Disability" means a permanent and total disability as determined
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by the Committee (in its discretion) in accordance with uniform and non-
discriminatory standards adopted by it from time to time.
2.12 "Eligible Employee" means an Employee who is neither (a) an
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officer of the Corporation or of an Affiliate nor (b) a member of the Board.
2.13 "Employee" means an employee of the Corporation or of an
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Affiliate, whether such employee is so employed at the time the Plan is adopted
or becomes so employed subsequent to the adoption of the Plan.
2.14 "Exercise Price" means the price at which a Share may be
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purchased by a Participant pursuant to the exercise of an Option or SAR.
2.15 "Fair Market Value" meand the last quoted per Share selling price
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for Shares on the relevant date, as quoted in the New York Stock Exchange
Composite Transactions Index published in The Wall Street Journal, or if there
were no sales on such date, the last quoted selling price on the nearest day
after the relevant date, as determined by the Committee.
2.16 "Grant Date" means, with respect to an Award, the date that the
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Award was granted.
2.17 "Option" means an option to purchase Shares granted to a
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Participant pursuant to Section 5. Options are not intended to meet the
requirements of section 422 of the Code.
2.18 "Participant" means an Eligible Employee to whom an Award has
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been granted.
2.19 "Performance Share" means an Award granted to a Participant
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pursuant to Section 8.
2.20 "Performance Unit" means an Award granted to a Participant
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pursuant to Section 8.
2.21 "Period of Restriction" means the period during which the
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transfer of Restricted Stock is subject to restrictions and therefore, subject
to a substantial risk of forfeiture.
2.22 "Plan" means the Transamerica Corporation 1996 Stock Option and
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Award Plan, as set forth in this instrument and as hereafter amended from time
to time.
2.23 "Restricted Stock" means an Award granted to a Participant
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pursuant to Section 7.
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2.24 "Retirement" means a Termination of Employment by reason of the
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Eligible Employee's retirement at or after his or her earliest permissible
retirement date pursuant to and in accordance with his or her employer's regular
retirement plan or practice.
2.25 "Shares" means the shares of common stock of the Corporation.
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2.26 "Stock Appreciation Right" or "SAR" means an Award (granted
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pursuant to Section 6) which is granted independently or in connection or tandem
with a related Option.
2.27 "Termination of Employment" means a cessation of the employee-
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employer relationship between an Eligible Employee and the Corporation or an
Affiliate for any reason, including, but not by way of limitation, a termination
by resignation, discharge, death, Disability, Retirement, or the disaffiliation
of an Affiliate, but excluding any such termination where there is a
simultaneous reemployment by the Corporation or an Affiliate.
SECTION 3
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the Committee.
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The Committee shall consist of not less than two (2) members of the Board. The
members of the Committee shall be appointed from time to time by, and shall
serve at the pleasure of, the Board.
3.2 Authority of the Committee. It shall be the duty of the
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Committee to administer the Plan in accordance with the Plan's provisions. The
Committee shall have all powers and discretion necessary or appropriate to
administer the Plan and to control its operation, including, but not limited to,
the power to (a) determine which Eligible Employees shall be granted Awards, (b)
prescribe the terms and conditions of the Awards, (c) interpret the Plan and the
Awards, (d) adopt such procedures and subplans as are necessary or appropriate
to permit participation in the Plan by Eligible Employees who are foreign
nationals or employed outside of the United States, (e) adopt rules for the
administration, interpretation and application of the Plan as are consistent
therewith, and (f) interpret, amend or revoke any such rules.
3.3 Delegation by the Committee. The Committee, in its sole
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discretion and on such terms and conditions as it may provide, may delegate all
or any part of its authority and powers under the Plan to one or more members of
the Board or officers of the Corporation.
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3.4 Matters Relating to Terminations of Employment. The Committee,
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in its sole discretion, shall determine the effect of all matters and questions
relating to Terminations of Employment, including, but not by way of limitation,
the question of whether a Termination of Employment resulted from Retirement or
Disability, and all questions of whether particular leaves of absence constitute
Terminations of Employment.
3.5 Decisions Binding. All determinations and decisions made by the
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Committee and any delegate of the Committee pursuant to the provisions of the
Plan shall be final, conclusive, and binding on all persons, and shall be given
the maximum deference permitted by law.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in Section
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4.3, the total number of Shares available for grant under the Plan shall not
exceed 4,000,000. Shares granted under the Plan may be either authorized but
unissued Shares or treasury Shares.
4.2 Lapsed Awards. If an Award (or portion thereof) is cancelled,
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terminates, expires, or lapses for any reason, any Shares subject to such Award
again shall be available to be the subject of an Award.
4.3 Adjustments in Awards and Authorized Shares. In the event of any
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merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, split-up, Share combination, or other change in the
corporate structure of the Corporation affecting the Shares, the Committee shall
adjust the number and class of Shares which may be delivered under the Plan, and
the number, class, and price of Shares subject to outstanding Awards, in such
manner as the Committee (in its sole discretion) shall determine to be
appropriate to prevent the dilution or diminution of such Awards.
Notwithstanding the foregoing, the number of Shares subject to any Award always
shall be a whole number.
SECTION 5
OPTIONS
5.1 Grant of Options. Subject to the terms and provisions of the
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Plan, Options may be granted to Eligible Employees at any time and from time to
time as determined by the Committee in its sole discretion. The Committee, in
its sole discretion, shall determine (a) the number of Shares subject to each
such Option, and (b) the terms and conditions of each such Option, consistent
with the Plan.
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5.2 Award Agreement. Each Option shall be evidenced by an Award
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Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to
exercise of the Option, and such other terms and conditions as the Committee, in
its discretion, shall determine.
5.3 Exercise Price. The Exercise Price of each Option shall be
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determined by the Committee in its discretion; provided, however, that such
Price shall not be less than 100% of the Fair Market Value of a Share on the
Grant Date. Notwithstanding the preceding sentence, in the event that the
Corporation or an Affiliate consummates a transaction described in section
424(a) of the Code (e.g., the acquisition of property or stock from an unrelated
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corporation), persons who become Employees on account of such transaction may be
granted Options in substitution for options granted by their former employer, in
which case the Committee, in its sole discretion and consistent with section
424(a) of the Code, shall determine the exercise price of such substitute
Options.
5.4 Expiration of Options.
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5.4.1 Expiration Dates. Each Option shall terminate no later
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than the first to occur of the following events:
(a) The date for termination of the Option set forth in the
related Award Agreement; or
(b) The expiration of twelve (12) years from the Grant Date; or
(c) The expiration of three (3) months from the date of the
Participant's Termination of Employment for a reason other than his or her
death, Disability or Retirement; or
(d) The expiration of three (3) years from the date of the
Participant's Termination of Employment by reason of Disability; or
(e) The expiration of five (5) years from the date of the
Participant's Retirement.
5.4.2 Death of Participant. Notwithstanding the provisions of
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Section 5.4.1, if a Participant dies while he or she is in the employ of the
Corporation or an Affiliate or within the three-month, three-year or five-year
period referred to in Section 5.4.1(c), (d) or (e) (whichever is applicable),
his or her Option shall expire no later than three (3) years from the date of
the Participant's death.
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5.4.3 Committee Discretion. Subject to the limits of Sections 5.4.1
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and 5.4.2, the Committee, in its sole discretion, (a) shall provide in each
Award Agreement when each Option expires and becomes unexercisable, and (b) may,
after an Option is granted, extend the maximum term of the Option.
5.5 Exercisability of Options. Options shall be exercisable at such
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times (e.g., upon the occurrence of a Change of Control) and be subject to such
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restrictions and conditions as the Committee shall determine in its sole
discretion. After an Option is granted, the Committee, in its sole discretion,
may accelerate the exercisability of such Option (or any portion thereof).
5.6 Payment. Options shall be exercised by the delivery by the
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Participant (or other person then entitled to exercise such Option or portion
thereof) of a written notice of exercise to the Secretary of the Corporation (or
his or her designee), setting forth the number of full Shares with respect to
which the Option is to be exercised, accompanied by full payment for the Shares.
Upon the exercise of any Option, the Exercise Price shall be payable
to the Corporation in full in cash or its equivalent. The Committee, in its
sole discretion, also may permit exercise (a) by tendering previously acquired
Shares having an aggregate Fair Market Value at the time of exercise equal to
the total Exercise Price, or (b) by any other means which the Committee, in its
sole discretion, determines to both provide legal consideration for the Shares,
and to be consistent with the purposes of the Plan.
As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares purchased, the Corporation shall
deliver to the Participant (or the Participant's designated broker), Share
certificates (which may be in book entry form) representing such Shares.
5.7 Restrictions on Share Transferability. The Committee may impose
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such restrictions on any Shares acquired pursuant to the exercise of an Option
as it may deem advisable, including, but not limited to, restrictions related to
applicable Federal securities laws, the requirements of any national securities
exchange or system upon which Shares are then listed or traded, or any blue sky
or state securities laws.
5.8 Grant of Reload Options. The Committee may provide in an Award
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Agreement that a Participant who exercises all or part of an Option by payment
of the Exercise Price with already-owned Shares, shall be granted an additional
option (a "Reload Option") for a number of shares of stock equal to the number
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of Shares tendered to exercise the previously granted Option plus, if the
Committee so determines, any Shares withheld or delivered in satisfaction of any
tax withholding requirements.
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As determined by the Committee, each Reload Option shall: (a) have a Grant Date
which is the date as of which the previously granted Option is exercised, and
(b) be exercisable on the same terms and conditions as the previously granted
Option, except that the Exercise Price shall be determined as of the Grant Date.
SECTION 6
STOCK APPRECIATION RIGHTS
6.1 Grant of SARs. Subject to the terms and conditions of the Plan,
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SARs may be granted to Eligible Employees at any time and from time to time as
shall be determined by the Committee, in its sole discretion.
6.2 Exercise Price and Other Terms. The Committee, in its sole
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discretion, shall determine (a) the number of Shares subject to each SAR granted
under the Plan, (b) the exercisability of each SAR, and (c) the other terms and
conditions of each SAR, consistent with the Plan; provided, however, that the
Exercise Price of any SAR shall be not less than one hundred percent (100%) of
the Fair Market Value of a Share on the Grant Date.
6.3 Award Agreement. Each SAR shall be evidenced by an Award
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Agreement that shall specify the Exercise Price, the term of the SAR, the
conditions of exercise of the SAR, and such other terms and conditions as the
Committee, in its sole discretion, shall determine.
6.4 Expiration of SARs. Each SAR shall expire upon the date
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determined by the Committee, in its sole discretion, and set forth in the
applicable Award Agreement. Notwithstanding the foregoing, the rules of Section
5.4 (regarding the expiration and maximum term of Options) also shall apply to
SARs.
6.5 Payment of SAR Amount. Upon the exercise of an SAR, the
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Participant shall be entitled to receive payment from the Corporation in an
amount determined by multiplying:
(a) The difference obtained by subtracting the Exercise Price thereof
from the Fair Market Value or such other measure specified by the Committee
in its discretion in the related Award Agreement (e.g., the Change of
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Control Value) of a Share on the date of exercise; by
(b) The number of Shares with respect to which the SAR is exercised.
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6.6 Payment Upon Exercise of SAR. At the discretion of the
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Committee, the payment upon exercise of an SAR may be in cash, in Shares of
equivalent value, or in a combination thereof.
SECTION 7
RESTRICTED STOCK
7.1 Grant of Restricted Stock. Subject to the terms and conditions
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of the Plan, the Committee, at any time and from time to time, may grant Shares
of Restricted Stock to Eligible Employees in such amounts as the Committee, in
its sole discretion, shall determine. The Committee, in its sole discretion,
shall determine the number of Shares of Restricted Stock to be granted to each
Participant.
7.2 Award Agreement. Each grant of Restricted Stock shall be
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evidenced by an Award Agreement that shall specify the Period of Restriction,
the number of Shares granted, any price to be paid for the Shares, and such
other terms and conditions as the Committee, in its sole discretion, shall
determine. Unless the Committee determines otherwise, Shares of Restricted
Stock shall be held by the Corporation as escrow agent until the restrictions on
such Shares have lapsed.
7.3 Transferability. Shares of Restricted Stock may not be sold,
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transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction.
7.4 Other Restrictions. The Committee, in its sole discretion, may
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impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate, in accordance with this Section 7.4. For example, the
Committee may set restrictions based upon the passage of time, achievement of
specific performance objectives (Corporation-wide, divisional, or individual),
applicable Federal or state securities laws, or any other basis determined by
the Committee in its discretion. The Committee, in its discretion, may legend
the certificates representing Restricted Stock to give appropriate notice of the
restrictions applicable to such Shares.
7.5 Removal of Restrictions. Except as otherwise provided in this
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Section 7, Shares of Restricted Stock granted under the Plan shall be released
from escrow as soon as practicable after the last day of the applicable Period
of Restriction. The Committee, in its discretion, may accelerate the time at
which any restrictions shall lapse, and remove any restrictions. After the
restrictions have lapsed, the Participant shall be entitled to have any legend
or legends under Section 7.4 removed from his or her Share certificate, and the
Shares shall be freely transferable by the Participant.
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7.6 Voting Rights. During the Period of Restriction, Participants
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holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless otherwise provided in the applicable
Award Agreement.
7.7 Dividends and Other Distributions. During the Period of
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Restriction, Participants holding Shares of Restricted Stock shall be entitled
to receive all dividends and other distributions paid with respect to such
Shares unless otherwise provided in the Award Agreement. If any such dividends
or distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.
7.8 Return of Restricted Stock to Corporation. On the date set forth
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in the Award Agreement, the Restricted Stock for which restrictions have not
lapsed shall revert to the Corporation and again shall become available for
grant under the Plan.
SECTION 8
PERFORMANCE SHARES AND PERFORMANCE UNITS
8.1 Grant of Performance Shares/Units. Performance Shares and
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Performance Units may be granted to Eligible Employees at any time and from time
to time, as shall be determined by the Committee, in its sole discretion. The
Committee shall have complete discretion in determining the number of
Performance Shares and/or Performance Units to be granted to any Participant.
8.2 Initial Value. Each Performance Share shall have an initial
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value equal to the Fair Market Value of a Share on the Grant Date. Each
Performance Unit shall have an initial value that is established by the
Committee on or before the Grant Date.
8.3 Performance Objectives and Other Terms. The Committee shall set
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performance objectives in its discretion which, depending on the extent to which
they are met, will determine the number or value of Performance Shares or Units
that will be paid out to the Participants. The Committee may set performance
objectives based upon the achievement of Corporation-wide, divisional, or
individual goals, or any other basis determined by the Committee in its
discretion. The time period during which the performance objectives must be met
shall be called the "Performance Period". Each Award of Performance
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Shares/Units shall be evidenced by an Award Agreement that shall specify the
Performance Period, and such other terms and conditions as the Committee, in its
sole discretion, shall determine.
8.4 Earning of Performance Shares and Performance Units. After the
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applicable Performance Period has ended, the
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Participant shall be entitled to receive a payout of the number of Performance
Shares or Units earned during the Performance Period, depending upon the extent
to which the applicable performance objectives have been achieved. After the
grant of a Performance Share or Unit, the Committee, in its sole discretion, may
reduce or waive any performance objectives for such Award.
8.5 Form and Timing of Payment. Payment of earned Performance Shares
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or Performance Units shall be made as soon as practicable after the expiration
of the applicable Performance Period. The Committee, in its sole discretion,
may pay earned Performance Shares/Units in cash, in Shares (which have an
aggregate Fair Market Value equal to the value of the earned Performance
Shares/Units at the close of the applicable Performance Period) or in a
combination thereof.
8.6 Cancellation. On the date set forth in the Award Agreement, all
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unearned or unvested Performance Shares or Performance Units shall be forfeited
to the Corporation, and again shall be available for grant under the Plan.
SECTION 9
MISCELLANEOUS
9.1 No Effect on Employment. Nothing in the Plan shall interfere
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with or limit in any way the right of the Corporation or any Affiliate to
terminate any Participant's employment at any time, with or without cause. For
purposes of the Plan, transfer of employment of a Participant between the
Corporation and any one of its Affiliates (or between Affiliates) shall not be
deemed a Termination of Employment. Employment with the Corporation and its
Affiliates is on an at-will basis only.
9.2 Participation. No Eligible Employee shall have the right to be
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selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.
9.3 Indemnification. Each person who is or shall have been a member
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of the Committee, or of the Board, shall be indemnified and held harmless by the
Corporation against and from (a) any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or any Award Agreement, and (b) from any and all
amounts paid by him or her in settlement thereof, with the Corporation's
approval, or paid by him or her in satisfaction of any judgment in any such
claim, action, suit, or proceeding against him or her, provided he or she shall
give the Corporation an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own
behalf. The
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foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Corporation's
Certificate of Incorporation or Bylaws, by contract, as a matter of law, or
otherwise, or under any power that the Corporation may have to indemnify them or
hold them harmless.
9.4 Successors. All obligations of the Corporation under the Plan,
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with respect to Awards granted hereunder, shall be binding on any successor to
the Corporation, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business or assets of the Corporation.
9.5 Beneficiary Designations. If permitted by the Committee, a
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Participant under the Plan may name a beneficiary or beneficiaries to whom any
vested but unpaid Award shall be paid in the event of the Participant's death.
Each such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation, any vested benefits remaining
unpaid at the Participant's death shall be paid to the Participant's estate and,
subject to the terms of the Plan and of the applicable Award Agreement, any
unexercised vested Award may be exercised by the person empowered to do so under
the Participant's will, or the appropriate person under applicable law. The
Committee may require appropriate proof from any such other person of his or her
right or power to exercise the Award or any portion thereof. This Section 9.5
shall not be effective until specifically authorized by the Committee.
9.6 Domestic Relations Orders. If permitted by the Committee, and
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under such procedures as the Committee may adopt from time to time, an Award may
be transferred to a Participant's spouse, former spouse or dependent pursuant to
a court-approved domestic relations order which relates to the provision of
child support, alimony payments or marital property rights. This Section 9.6
shall not be effective until specifically authorized by the Committee.
9.7 Bona Fide Gifts. If permitted by the Committee, and under such
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procedures as the Committee may adopt from time to time, an Award may be
transferred, by bona fide gift and not for any consideration, to a member of the
Participant's immediate family or tax-qualified, not for profit organization.
This Section 9.7 shall not be effective until specifically authorized by the
Committee.
9.8 Nontransferability of Awards. No Award may be sold, transferred,
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pledged, assigned, or otherwise alienated or hypothecated, other than (a) by
will, (b) by the laws of descent and distribution, or (c) to the limited extent
provided in Sections 9.5, 9.6 and 9.7. Except as provided in Sections 9.6 and
9.7, all rights with respect to an Award granted to a
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Participant shall be available during his or her lifetime only to the
Participant.
9.9 No Rights as Stockholder. Except to the limited extent provided
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in Sections 7.6 and 7.7, no Participant (nor any beneficiary) shall have any of
the rights or privileges of a stockholder of the Corporation with respect to any
Shares issuable pursuant to an Award (or exercise thereof), unless and until
certificates representing such Shares shall have been issued, recorded on the
records of the Corporation or its transfer agents or registrars, and delivered
to the Participant (or beneficiary).
9.10 Withholding Requirements. Prior to the delivery of any Shares
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or cash pursuant to an Award (or exercise thereof), the Corporation shall have
the power and the right to deduct or withhold, or require a Participant to remit
to the Corporation, an amount sufficient to satisfy Federal, state, and local
taxes (including the Participant's FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).
9.11 Withholding Arrangements. The Committee, in its sole discretion
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and pursuant to such procedures as it may specify from time to time, may permit
or require a Participant to satisfy all or part of the tax withholding
obligations in connection with an Award by (a) having the Corporation withhold
otherwise deliverable Shares, or (b) delivering to the Corporation already-owned
Shares having a Fair Market Value equal to the amount required to be withheld.
The amount of the withholding requirement shall be deemed to include any amount
which the Committee determines, not to exceed the amount determined by using the
maximum federal, state or local marginal income tax rates applicable to the
Participant with respect to the Award on the date that the amount of tax to be
withheld is to be determined. The Fair Market Value of the Shares to be
withheld or delivered shall be determined as of the date that the taxes are
required to be withheld.
9.12 Deferrals. The Committee, in its sole discretion, may permit a
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Participant to defer receipt of the payment of cash or the delivery of Shares
that would otherwise be delivered to a Participant under the Plan. Any such
deferral elections shall be subject to such rules and procedures as shall be
determined by the Committee in its sole discretion.
SECTION 10
AMENDMENT, TERMINATION, AND DURATION
10.1 Amendment, Suspension, or Termination. The Board, in its sole
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discretion, may amend or terminate the Plan, or any part thereof, at any time
and for any reason. The amendment, suspension, or termination of the Plan shall
not, without the consent of the Participant, alter or impair any rights or
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obligations under any Award theretofore granted to such Participant. No Award
may be granted during any period of suspension or after termination of the Plan.
10.2 Duration of the Plan. The Plan shall commence on the date
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specified herein, and subject to Section 10.1 (regarding the Board's right to
amend or terminate the Plan), shall remain in effect thereafter.
SECTION 11
LEGAL CONSTRUCTION
11.1 Gender and Number. Except where otherwise indicated by the
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context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.
11.2 Severability. In the event any provision of the Plan shall be
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held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
11.3 Requirements of Law. The granting of Awards and the issuance of
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Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
11.4 Governing Law. The Plan and all Award Agreements shall be
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construed in accordance with and governed by the laws of the State of
California.
11.5 Captions. Captions are provided herein for convenience only, and
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shall not serve as a basis for interpretation or construction of the Plan.
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