Exhibit 10.13
ARCH CHEMICALS, INC.
1999 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(As amended effective January 1, 2000)
1. PURPOSE. The purpose of the Arch Chemicals, Inc. 1999 Stock Plan for
Non-employee Directors is to promote the long-term growth and financial success
of Arch Chemicals, Inc. by attracting and retaining non-employee directors of
outstanding ability and by promoting a greater identity of interest between its
non-employee directors and its shareholders.
2. DEFINITIONS. The following capitalized terms utilized herein have
the following meanings:
"Annual Director Grant" means the number of phantom shares of Common
Stock, Options and/or Performance Shares to be granted annually to a
Non-employee Director pursuant to Section 6(a), such number shall be fixed
by the Board during 1999 following the Distribution Date and may be
adjusted prospectively by such Board from time to time thereafter.
"Arch Stock Account" means the Stock Account to which phantom shares
of Common Stock are credited from time to time.
"Board" means the Board of Directors of the Company.
"Cash Account" means an account established under the Plan for a
Non-employee Director to which cash meeting fees and retainers have been
or are to be credited in the form of cash.
"Change in Control" means any of the following:
(i) the Company ceases to be, directly or indirectly, owned of
record by at least 1,000 shareholders;
(ii) a person, partnership, joint venture, corporation or
other entity, or two or more of any of the foregoing acting as a
"person" within the meaning of Section 13(d)(3) of the 1934 Act,
other than the Company, a majority-owned subsidiary of the Company
or an employee benefit plan of the Company or such subsidiary (or
such plan's related trust), become(s) the "beneficial owner" (as
defined in Rule
13d-3 under the 1934 Act) of 20% or more of the then outstanding
voting stock of the Company;
(iii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board (together
with any new director whose election by the Board or whose
nomination for election by the Company's shareholders was approved
by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of such period or
whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the
directors then in office;
(iv) all or substantially all of the business of the Company
is disposed of pursuant to a merger, consolidation or other
transaction in which the Company is not the surviving corporation or
the Company combines with another company and is the surviving
corporation (unless the shareholders of the Company immediately
following such merger, consolidation, combination, or other
transaction beneficially own, directly or indirectly, more than 50%
of the aggregate voting stock or other ownership interests of (x)
the entity or entities, if any, that succeed to the business of the
Company or (y) the combined company); or
(v) the shareholders of the Company approve a sale of all or
substantially all of the assets of the Company or a liquidation or
dissolution of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" means the Compensation Committee (or its successor) of
the Board.
"Common Stock" means the Company's Common Stock, par value $1.00 per
share.
"Company" means Arch Chemicals, Inc., a Virginia corporation, and
any successor.
"Credit Date" means the first day of each calendar quarter,
beginning with April 1, 1999.
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"Distribution" means the distribution of the shares of the Company
by Olin in a spinoff to Olin's shareholders.
"Distribution Date" means the dividend payment date fixed by the
Olin Board of Directors for the distribution of the shares of Common Stock
to the public shareholders of Olin.
"Excess Retainer" means with respect to a Non-employee Director the
amount of the full annual cash retainer payable to such Non-employee
Director from time to time by the Company for service as a director in
excess of the amount paid in shares of Common Stock, if any, pursuant to
Section 6(b).
"Fair Market Value" means, with respect to a date, on a per share
basis, (i) with respect to Common Stock or phantom shares of Common Stock,
the average of the high and the low price of a share of Common Stock
reported on the consolidated tape of the New York Stock Exchange (or such
other primary exchange on which the Common Stock is traded) ("Exchange")
on such date or if the Exchange is closed on such date, the next
succeeding date on which it is open and (ii) with respect to phantom
shares of Olin Common Stock, the average of the high and the low price of
a share of Olin Common Stock reported on the consolidated tape of the
Exchange on such date or if the Exchange is closed on such date, the next
succeeding date on which it is open.
"Interest Rate" means the rate of interest equal to the Company's
before-tax cost of borrowing as determined from time to time by the Chief
Financial Officer, the Treasurer or the Controller of the Company (or in
the event there is no such borrowing, the Federal Reserve A1/P1 Composite
rate for 90-day commercial paper plus 10 basis points, as determined by
any such officer) or such other rate as determined from time to time by
the Board or the Committee.
"1999 Non-employee Director" means a Non-employee Director who
becomes such on or after the Distribution Date but prior to December 31,
1999, and who was not a non-employee director of Olin.
"1997 Plan" means the 1997 Stock Plan for Non-employee Directors of
Olin Corporation as in effect on the Distribution Date.
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"l934 Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Non-employee Director" means a member of the Board who is not an
employee of the Company or any subsidiary thereof.
"Olin" means Olin Corporation, a Virginia corporation.
"Olin Common Stock" means shares of common stock of Olin, par value
$1.00 per share.
"Olin Stock Account" means the Stock Account to which phantom shares
of Olin Common Stock are credited from time to time.
"Option" means an option to purchase shares of Common Stock granted
under Section 6(a)(2).
"Performance Shares" means an award of phantom shares or units of
Common Stock contingent upon the achievement of specified performance
goals granted under Section 6(a)(3).
"Plan" means this Arch Chemicals, Inc. 1999 Stock Plan for
Non-employee Directors as amended from time to time.
"Retirement Date" means the date the Non-employee Director ceases to
be a member of the Board for any reason.
"Stock Account" means an account established under the Plan for a
Non-employee Director to which shares of stock have been or are to be
credited in the form of phantom stock, including the Olin Stock Account
and the Arch Stock Account.
3. TERM. The Plan shall be effective on the Distribution Date. Once
effective, the Plan shall operate and shall remain in effect until terminated as
provided in Section 9 hereof.
4. ADMINISTRATION. Full power and authority to construe, interpret and
administer the Plan shall be vested in the Committee. Decisions of the Committee
shall be final, conclusive and binding upon all parties.
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5. PARTICIPATION. All Non-employee Directors shall participate in the
Plan.
6. GRANTS AND DEFERRALS.
(a) Annual Award. Each Non-employee Director who is serving as
such on January 1 shall be credited with the Annual Director Grant on January 1
of each calendar year beginning not earlier than 2000. In the event a person
becomes a Non-employee Director after January 1 of any calendar year beginning
with 2000, such Non-employee Director shall not be credited with the Annual
Director Grant for such year. By December 31 of each year commencing with 1999,
the Board shall determine if the Annual Director Grant to each Non-employee
Director for the next following calendar year shall be determined under (1), (2)
or (3) below (or any combination thereof).
(1) STOCK GRANT. Subject to the terms and conditions of the
Plan, the Annual Director Grant may consist of a grant of phantom shares of
Common Stock. Actual receipt of shares shall be deferred until the Non-employee
Director's Retirement Date unless the Board elects otherwise prior to the actual
grant, in which case the shares will be distributed as soon as practicable
following their grant unless deferred by a Non-employee Director with the
approval of the Board. If the shares are deferred each eligible Non-employee
Director shall receive a credit to his or her Arch Stock Account in the amount
of such shares as of January 1 of the calendar year for which the award is made.
Subject to the approval of the Board, a Non-employee Director may elect in
accordance with Section 6(e) to defer to his or her Arch Stock Account receipt
of all or any portion of such shares to a date or dates on or following such
Non-employee Director's Retirement Date. Except with respect to any shares the
director has so deferred, certificates representing such shares shall be
delivered to the Non-employee Director (or in the event of death, to his or her
beneficiary designated pursuant to Section 6(h)) as soon as practicable
following the Retirement Date.
(2) STOCK OPTIONS. Subject to the terms and conditions of
the Plan and such additional terms and conditions, consistent with the terms of
the Plan as the Committee shall determine, the Annual Director Grant may consist
of a grant of Options. The exercise price per share of Common Stock of each
Option shall be equal to the Fair Market Value of a share of Common Stock on the
date of a grant. The term of each Option shall be equal to 10 years
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from the date of grant (whether or not the grantee continues to be a
Non-employee Director for the full term). The Committee shall determine the time
or times at which Options may be exercised in whole or in part (but in no event
shall an Option be exercisable after the expiration of ten years from the date
of its grant and shall determine the method or methods by which payment of the
exercise price in respect thereto may be made.
(3) PERFORMANCE SHARES. Subject to the terms and conditions
of the Plan and such additional terms and conditions, consistent with the terms
of the Plan as the Committee shall determine, the Annual Director Grant may
consist of a grant of Performance Shares. Such award shall confer on the holder
thereof the right to receive one share of Common Stock for each Performance
Share credited to his Stock Account upon the achievement of specified
performance goals during such performance periods as the Committee shall
establish prior to the date of the grant. The performance goals to be achieved
during any performance period and the length of any performance period shall be
determined by the Committee, provided that a performance period shall be at
least one year, subject to Section 6(g) hereof. The Committee may adjust the
performance goals in the event of extraordinary or unusual events.
Each eligible Non-employee Director shall receive a credit to his or
her Arch Stock Account in the amount of such Performance Shares as of the
January 1 of the calendar year for which the award is made. Actual receipt of
the shares of Common Stock will be deferred until completion of the performance
period and distribution will occur only if the performance goals are satisfied.
Subject to the approval of the Board, a Non-employee Director may elect in
accordance with Section 6(e) to further defer receipt of all or any portion of
such Common Stock. Except with respect to any Performance Shares the Director
has so deferred, certificates representing such shares shall be delivered to the
Non-employee Director (or in the event of death, to his or her beneficiary
designated pursuant to Section 6(h)) as soon as practicable following
satisfaction of the performance goals and completion of the performance period.
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(b) Annual Retainer Stock Grant. By December 31 of each year
commencing with 1999, the Board shall determine if all or any portion of the
annual retainer for the next following calendar year shall be paid in shares of
Common Stock. Subject to the terms and conditions of the Plan, if the Board
determines for a calendar year that all or a portion of the annual retainer
shall be paid in shares of Common Stock, on January 1 of such year, each
Non-employee Director who is such on such date shall receive a specified number
of shares of Common Stock as determined by the Board. In the event a person
becomes a Non-employee Director beginning in or after 2000 on a date subsequent
to January 1 during a calendar year and has not received the annual stock
retainer for such calendar year, such person, on the first day of the calendar
month following his or her becoming such, shall receive that number of shares
(rounded up to the next whole share in the event of a fractional share) of
Common Stock equal to one-twelfth of the number of shares of the annual retainer
to be paid in Common Stock times the number of whole calendar months remaining
in such calendar year following the date he or she becomes a Non-employee
Director. In the case of a 1999 Non-employee Director, for 1999 such person
shall receive on the first day of the calendar month following his or her
becoming such that number of shares (rounded up to the next whole share) of
Common Stock having an aggregate Fair Market Value equal to $2084 times the
number of whole calendar months remaining in the calendar year after he or she
becomes a 1999 Non-Employee Director. Subject to the approval of the Board
(which approval shall not be required for a 1999 election by a 1999 Non-employee
Director), a Non-employee Director may elect to defer receipt of all or any
portion of such shares in accordance with Section 6(e). Except with respect to
any shares the director has so deferred, certificates representing such shares
shall be delivered to such Non-employee Director as soon as practicable
following the date as of which the shares are awarded.
(c) Election to Receive Meeting Fees and Excess Retainer in Stock
in Lieu of Cash. Subject to the terms and conditions of the Plan and the
approval of the Board, a Non-employee Director may elect to receive all or a
portion of the director meeting fees and all or a portion of the Excess Retainer
payable in cash by the Company for his or her services as a director for the
calendar year in the form of shares of Common Stock. Such election shall be made
in accordance with Section 6(e). If approved by the Board, the number of shares
(rounded up to the next whole share in the event of a fractional share) for a
calendar year payable to a Non-employee Director who so elects to receive all or
a
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portion of the Excess Retainer in the form of shares for such year shall be paid
on January 1 (or in the case of proration, when the annual stock retainer is to
be paid or credited) equal to the amount of Excess Retainer which has been
elected to be paid in shares divided by the Fair Market Value per share on
January 1 of such calendar year (or in the case of a Non-employee Director who
becomes such after January 1, on the first day of the calendar month following
the day such new Non-employee Director became such). If approved by the Board,
the number of shares (rounded up to the next whole share in the event of a
fractional share) for a calendar quarter payable to a Non-employee Director who
so elects to receive meeting fees in the form of shares shall be equal to the
aggregate amount on the Credit Date following such quarter of the director
meeting fees which have been earned in such quarter and which are elected to be
paid in shares divided by the Fair Market Value per share of Common Stock on
such Credit Date. Except with respect to any shares the director has deferred,
certificates representing such shares shall be delivered to the Non-employee
Director as soon as practicable following the date as of which the Excess
Retainer and/or meeting fees would have been paid in cash absent an election
hereunder. Notwithstanding anything in the Plan to the contrary, the approval of
the Board shall not be required for any 1999 election made by a 1999
Non-employee Director.
(d) Deferrals of Meeting Fees and Excess Retainer. Subject to the
terms and conditions of the Plan and the approval of the Board, a Non-employee
Director may elect to defer all or a portion of the shares payable under Section
6(c) and all or a portion of the director meeting fees and Excess Retainer
payable in cash by the Company for his or her service as a director for the
calendar year. If approved by the Board, the amount of the Excess Retainer
deferred in cash shall be credited on January 1 (or in the case of proration, on
the first day of the next calendar month following the day such new Non-employee
Director becomes such). Such election shall be made in accordance with Section
6(e). Subject to the approval of the Board, a Non-employee Director who elects
to so defer shall have any deferred shares deferred in the form of shares of
Common Stock and any deferred cash fees and retainer deferred in the form of
cash. Notwithstanding any thing in the Plan to the contrary, the approval of the
Board shall not be required for any 1999 election made by a 1999 Non-employee
Director.
(e) Elections.
(1) DEFERRALS. All elections under Sections
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6(a), 6(b), 6(c), 6(d), 6(e)(2) and 6(e)(3) shall (A) be made in writing and
delivered to the Secretary of the Company and (B) be irrevocable. All
Non-employee Director elections for payments in cash or stock or for deferrals
shall be made before January 1 of the year in which the shares of Common Stock
or director's fees and retainer are to be earned (or, in the case of an
individual who becomes a Non-employee Director during a calendar year, prior to
the date of his or her election as a director). Deferral elections shall also
(A) specify the portions (in 25% increments) to be deferred and (B) specify the
future date or dates on which deferred amounts are to be paid, or the future
event or events upon the occurrence of which the deferred amounts are to be
paid, and the method of payment (lump sum or annual installments (up to 10)).
However, subject to the approval of the Board, a Non-employee Director may elect
to defer all of his or her cash dividends on the Stock Account in whole and not
in part and all of his or her interest on the Cash Account in whole but not in
part. Installment payments from an Account shall be equal to the Account balance
(expressed in shares in the case of the Stock Account, otherwise the cash value
of the Account) at the time of the installment payment times a fraction, the
numerator of which is one and the denominator of which is the number of
installments not yet paid. Fractional shares to be paid in any installment shall
be rounded up to the next whole share. In the event of an election under Section
6(c) for director meeting fees or Excess Retainer to be paid in shares of Common
Stock, the election shall specify the portion (in 25% increments) to be so paid.
Any change with respect to the terms of a Non-employee Director's election for
(A) amount or form of any future deferral or the form of payment of any director
compensation hereunder may be made at any time prior to such compensation being
earned (and in the case of quarterly fees, prior to the start of the quarter in
which the fees are to be earned) and (B) the timing (which timing may not
accelerate a distribution date) or amount of payments from any Account shall
only be effective if made at least six months prior to the payout and in the
calendar year prior to the calendar year payout is to occur.
(2) STOCK ACCOUNT. On the Credit Date (or in the case of a
proration, on the first day of the appropriate calendar month), a Non-employee
Director who has deferred shares under Sections 6(b) or 6(d) shall receive a
credit to his or her Stock Account. The amount
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of such credit shall be the number of shares so deferred (rounded to the next
whole share in the event of a fractional share). A Non-employee Director may
elect to defer the cash dividends paid on his or her Stock Account in accordance
with Section 6(e)(1).
(3) CASH ACCOUNT. On the Credit Date or in the case of the
Excess Retainer, on the day on which the Non-employee Director is entitled to
receive such Excess Retainer, a Non-employee Director who has deferred cash fees
and/or the Excess Retainer under Section 6(d) in the form of cash shall receive
a credit to his or her Cash Account. The amount of the credit shall be the
dollar amount of such Director's meeting fees earned during the immediately
preceding quarterly period or the amount of the Excess Retainer to be paid for
the calendar year, as the case may be, and in each case, specified for deferral
in cash. A Non-employee Director may elect to defer interest paid on his or her
Cash Account in accordance with Section 6(e)(1).
(4) DIVIDENDS AND INTEREST. Each time a cash dividend is
paid on Common Stock or Olin Common Stock, a Non-employee Director who has
shares of such stock (other than shares attributable to Performance Shares)
credited to his or her Stock Account shall be paid on the dividend payment date
such cash dividend in an amount equal to the product of the number of shares
credited to the Non-employee Director's Arch Stock Account or Olin Stock
Account, as the case may be, on the record date for such dividend times the
dividend paid per share unless subject to the approval of the Board, the
director has elected to defer such dividend to his or her Stock Account as
provided herein, in which case the Non-employee Director shall receive a credit
for such dividends on the dividend payment date to his or her Arch Stock Account
or Olin Stock Account, as the case may be. The amount of the dividend credit
shall be the number of shares (rounded to the nearest one-thousandth of a share)
of Common Stock determined by multiplying the dividend amount per share by the
number of shares credited to such director's applicable Stock Account as of the
record date for the dividend and dividing the product by the Fair Market Value
per share on the dividend payment date. At the election of the Board, dividend
equivalents (determined as described above) shall also be paid with respect to
Performance Shares held in a Non-employee Director's Arch Stock Account;
PROVIDED, HOWEVER, that such dividend equivalents shall be automatically
deferred until, when
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and if the underlying Performance Shares are distributed in the form of Common
Stock.
A Non-employee Director who has a Cash Account shall be paid
directly on each Credit Date interest on such account's balance at the end
of the preceding quarter, payable at a rate equal to the Interest Rate in
effect for such preceding quarter unless with the approval of the Board,
such Non-employee Director has elected to defer such interest to his or
her Cash Account, in which case such interest shall be credited to such
Cash Account on the Credit Date.
(5) PAYOUTS. Cash Accounts and the Olin Stock Account will
be paid out in cash, and the Arch Stock Accounts shall be paid out in
shares of Common Stock unless the Non-employee director elects otherwise.
Cash amounts and certificates representing shares credited to the Arch
Stock Account to be distributed in Common Stock shall be delivered to the
Non-employee Director as soon as practicable following the termination of
the deferral and consistent therewith.
(f) No Stock Rights. Except as expressly provided herein, the
deferral of shares of Common Stock into a Stock Account shall confer no rights
upon such Non-employee Director, as a shareholder of the Company or otherwise,
with respect to the shares held in such Stock Account, but shall confer only the
right to receive such shares credited as and when provided herein. A
Non-employee Director who has been granted an Option hereunder shall have no
rights as a shareholder until such time as his or her Option is exercised.
(g) Change in Control. Notwithstanding anything to the contrary in
this Plan or any election, in the event a Change in Control occurs, (1) all
Performance Shares shall become vested and deemed earned in full notwithstanding
that the applicable performance cycle shall not have been completed, and (2)
amounts and shares credited to Cash Accounts (including interest accrued to the
date of payout) and Stock Accounts shall be promptly distributed to Non-employee
Directors except that the Arch Stock Account shall be paid out in cash and not
in the form of shares of Common Stock. For this purpose, the cash value of the
amount in the Arch Stock Account shall be determined by multiplying the number
of shares held in the Arch Stock Account by the higher of (i) the highest Fair
Market Value on any date within the period commencing 30 days prior to such
Change in Control and ending on the date of the Change in Control, or (ii) if
the Change in Control occurs as a result of a tender or exchange
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offer or consummation of a corporate transaction, then the highest price paid
per share of Common Stock pursuant thereto.
(h) Beneficiaries. A Non-employee Director may designate at any
time and from time to time a beneficiary for his or her Stock and Cash Accounts
in the event his or her Stock or Cash Account may be paid out following his or
her death. Such designation shall be in writing and must be received by the
Company prior to the death to be effective.
(i) 1997 Plan Accounts. As of the Distribution Date, the cash and
stock accounts of each Non-employee Director who immediately prior to the
Distribution Date was a participant in the 1997 Plan shall be transferred from
the 1997 Plan to this Plan after giving effect to the adjustment for the
Distribution in accordance with Section 6(k) of the 1997 Plan as in effect on
the Distribution Date. Such amounts shall be transferred, in the case of an
account denominated in cash, to the Cash Account, in the case of a transferred
account denominated in Olin Common Stock, to the Olin Stock Account, and in the
case of an account denominated in Common Stock to the Common Stock Account.
Shares credited to the Arch Stock Account pursuant to this paragraph
6(i) shall be treated as follows: (i) to the extent such shares represent a
dividend on shares of Olin Common Stock credited pursuant to paragraph 6(a)(1)
of the 1997 Plan (or shares arising from dividend equivalents thereon), such
shares shall be deemed credited pursuant to paragraph 6(a) of the Plan, (ii) to
the extent such shares represent a dividend on shares of Olin Common Stock
credited pursuant to paragraph 6(b) of the 1997 Plan (or shares arising from
dividend equivalents thereon), such shares shall be deemed credited pursuant to
paragraph 6(b) of this Plan, and (iii) to the extent such shares represent a
dividend on shares of Olin Common Stock credited under paragraph 6(c) of the
1997 Plan (or shares arising from dividend equivalents thereon), such shares
shall be deemed credited pursuant to paragraph 6(a)(1) of the Plan. The most
recent prior elections and beneficiary designations applicable to the 1997 Plan
shall govern this Plan unless changed subsequent to the Distribution Date or
inconsistent with this Plan. Approval of the Board shall not be required for any
such elections for 1999 but shall be required in accordance with the terms of
this Plan for years after 1999.
(j) Stock Account Transfers. A Non-Employee Director may elect
from time to time to transfer all or a portion (in 25% increments) of his or her
Olin Stock Account to his or her Arch Stock Account. The amount of phantom
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shares of Common Stock to be credited to a Non-Employee Director's Arch Stock
Account shall be equal to the number of shares of Common Stock that could be
purchased if the number of phantom shares of Olin Common Stock in his or her
Olin Stock Account being transferred were sold and the proceeds reinvested in
Common Stock based on the Fair Market Value of each. Except as provided in
Section 6(e)(4) with respect to dividends or in Section 8, no additional
contributions or additions may be made to a Non-Employee Director's Olin Stock
Account after the Distribution Date.
7. LIMITATIONS AND CONDITIONS.
(a) Total Number of Shares. The total number of shares of Common
Stock that may be issued to Non-employee Directors under the Plan is 150,000.
Such total number of shares may consist, in whole or in part, of authorized but
unissued shares. The foregoing number may be increased or decreased by the
events set forth in Section 8 below. No fractional shares shall be issued
hereunder. In the event a Non-employee Director is entitled to a fractional
share, such share amount shall be rounded upward to the next whole share amount.
(b) No Additional Rights. Nothing contained herein shall be deemed
to create a right in any Non-employee Director to remain a member of the Board,
to be nominated for reelection or to be reelected as such or, after ceasing to
be such a member, to receive any cash or shares of Common Stock under the Plan
which are not already credited to his or her accounts.
8. STOCK ADJUSTMENTS. In the event of any merger, consolidation, stock
or other non-cash dividend, extraordinary cash dividend, split-up, spin-off,
combination or exchange of shares or recapitalization or change in
capitalization, or any other similar corporate event, the Committee may make
such adjustments in (i) the aggregate number of shares of Common Stock that may
be issued under the Plan as set forth in Section 7(a) and the number of shares
and/or Options that may be issued to a Non-employee Director with respect to any
year as set forth in Section 6(a) and the number of shares of Olin Common Stock
or Arch Common Stock, as the case may be, held in a Stock Account, (ii) the
class of shares that may be issued under the Plan, (iii) the amount and type of
payment that may be made in respect of unpaid dividends on shares of Common
Stock or Olin Common Stock whose receipt has been deferred pursuant to Section
6(e), and (iv) the exercise price with respect to any award of Options or, if
the Committee deems it
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appropriate, make provision for cash payment to the holder of an outstanding
Option, as the Committee shall deem appropriate in the circumstances. The
determination by the Committee as to the terms of any of the foregoing
adjustments shall be final, conclusive and binding for all purposes of the Plan.
9. AMENDMENT AND TERMINATION. This Plan may be amended, suspended or
terminated by action of the Board. No termination of the Plan shall adversely
affect the rights of any Non-employee Director with respect to any amounts
otherwise payable or credited to his or her Cash Account or Stock Account.
10. NONASSIGNABILITY. No right to receive any payments under the Plan or
any amounts credited to a Non-employee Director's Cash or Stock Account shall be
assignable or transferable by such Non-employee Director other than by will or
the laws of descent and distribution or pursuant to a domestic relations order.
The designation of a beneficiary under Section 6(h) by a Non-employee Director
does not constitute a transfer.
11. UNSECURED OBLIGATION. Benefits payable under this Plan shall be an
unsecured obligation of the Company.
12. RULE 16B-3 COMPLIANCE. It is the intention of the Company that all
transactions under the Plan be exempt from liability imposed by Section 16(b) of
the 1934 Act. Therefore, if any transaction under the Plan is found not to be in
compliance with an exemption from such Section 16(b), the provision of the Plan
governing such transaction shall be deemed amended so that the transaction does
so comply and is so exempt, to the extent permitted by law and deemed advisable
by the Committee, and in all events the Plan shall be construed in favor of its
meeting the requirements of an exemption.
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