EXHIBIT 10.29
COLUMBIA/HCA HEALTHCARE CORPORATION OUTSIDE
DIRECTORS STOCK AND INCENTIVE COMPENSATION PLAN
1. PURPOSES; CONSTRUCTION.
This Plan shall be known as the "Columbia/HCA Healthcare Corporation
Outside Directors Stock and Incentive Compensation Plan" and is hereinafter
referred to as the "Plan." The purposes of the Plan are to encourage
ownership of stock in the Company by Outside Directors, through the
granting of non-qualified stock options, restricted stock awards and
restricted stock unit awards, to provide an incentive to the directors to
continue to serve the Company and to aid the Company in attracting
qualified director candidates in the future. Options granted under the
Plan will not be incentive stock options within the meaning of section 422
of the Code.
The provisions of the Plan are intended to satisfy any applicable
requirements of Section 16(b) of the Exchange Act, and shall be interpreted
in a manner consistent with any such requirements thereof, as now or
hereafter construed, interpreted and applied by regulation, rulings and
cases.
The terms of the Plan shall be as set forth below, effective May 17, 1998.
2. ADMINISTRATION OF THE PLAN.
2.1 General Authority.
The Plan shall be administered by the Board. The Board shall have plenary
authority in its discretion, but subject to the express provisions of the
Plan, to administer the Plan and to exercise all the powers and authorities
either specifically granted to it under the Plan or necessary or advisable
in the administration of the Plan, including, without limitation, to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the details and provisions of the
Agreements and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Board's determinations
on the foregoing matters shall be final and conclusive. No member of the
Board shall be liable for any action taken or determination made in good
faith with respect to the Plan or any grant hereunder.
3. DEFINITIONS.
As used in the Plan, the following words and phrases shall have the
meanings indicated:
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(a) "Agreement" shall mean an agreement entered into between the Company
and a Participant in connection with a grant under the Plan.
(b) "Board " shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(d) "Common Stock" shall mean the voting shares of common stock of the
Company, with a par value of $.01 per share.
(e) "Company" shall mean Columbia/HCA Healthcare Corporation, a Delaware
corporation, or any successor corporation.
(f) "Disability" shall mean a Participant's total and permanent inability
to perform his or her duties with the Company or any Subsidiary by
reason of any medically determinable physical or mental impairment,
within the meaning of Code section 22(e)(3).
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.
(h) "Fair Market Value" per Share, Restricted Share or Restricted Share
Unit shall mean the mean of the high and low prices of a Share on the
relevant date as reported by the New York Stock Exchange, or such
value as otherwise determined using procedures established by the
Board.
(i) "Option" means a stock option granted under the Plan.
(j) "Option Price" shall mean the price at which each Share subject to an
Option may be purchased, determined in accordance with Section 5.2
hereof.
(k) "Outside Director" shall mean any member of the Board who is not also
an employee of the Company (or any Subsidiary thereof).
(l) "Participant" shall mean any Outside Director who has received an
Option or other award hereunder that has not yet terminated.
(m) "Restricted Period" shall have the meaning given in Section 6.2(a)
hereof.
(n) "Restricted Share" or "Restricted Shares" shall mean Shares purchased
hereunder subject to restrictions.
(o) "Restricted Share Unit" or "Restricted Share Units" shall have the
meaning given in Section 7 hereof.
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(p) "Rule 16b-3" shall mean Rule 16b-3, as in effect from time to time,
promulgated by the Securities and Exchange Commission under Section 16
of the Exchange Act, including any successor to such Rule.
(q) "Shares" shall mean shares of Common Stock of the Company.
(r) "Subsidiary" shall have the meaning set forth in Section 8.2.
4. STOCK SUBJECT TO PLAN.
4.1 Number of Shares.
The maximum number of Shares which may be issued pursuant to Options and
other awards under the Plan shall be 500,000 Shares, which number shall be
subject to adjustment as provided in Section 9 hereof. Such Shares may be
either authorized but unissued Shares, or Shares that shall have been or
may be reacquired by the Company.
4.2 Reuse of Shares.
If an Option or a Restricted Share or Restricted Share Unit award under the
Plan is canceled, terminates, expires unexercised or is exchanged for a
different award without the issuance of Shares, the covered Shares shall,
to the extent of such termination or non-use, again be available for awards
thereafter granted during the term of the Plan.
5. OPTIONS.
5.1 Grant of Options.
Each person who is an Outside Director immediately following the 1998
Annual Meeting of Stockholders of the Company shall be granted an Option,
as of the first business day subsequent to such 1998 Annual Meeting, to
acquire Shares having an aggregate Option Price equal to twelve and one-
half (12.5) times such Outside Director's annual retainer fee then in
effect. Each such Option shall become exercisable in five cumulative
installments, each of which shall relate to 20% of the Shares covered by
the Option, on the date of grant and the four next succeeding anniversary
dates thereof.
Each person who shall become an Outside Director thereafter, but prior to
the close of the Board of Directors' term ending in 2003, shall be granted
an Option, as of the first business day after the commencement of his
service as an Outside Director, to acquire Shares having an aggregate
Option Price equal to such Outside Director's annual retainer fee then in
effect multiplied by two and one-half (2.5) times the number of Board of
Directors' terms (including as one term
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the partial term for which the person is elected, if he becomes an Outside
Director in mid-term) remaining in the period ending with the Annual
Meeting of Shareholders of the Company in the year 2003. Each such Option
shall become exercisable in cumulative installments, each of which shall
relate to a pro-rata portion of the Shares covered by the Option, on the
date of grant and respective succeeding dates of the Annual Meetings of the
Company's Shareholders, ending with such Annual Meeting for the year 2003.
5.2 Option Price.
The Option Price of each Share subject to an Option shall be 100 percent of
the Fair Market Value of a Share on the date of grant.
5.3 Term.
The term of any Option issued pursuant to the Plan shall be ten years from
the date of grant and may extend beyond the date of termination of the
Plan.
5.4 Option Exercise.
An Option may be exercised in whole or in part at any time, with respect to
whole Shares only, within the period permitted thereunder for the exercise
thereof, and shall be exercised by written notice of intent to exercise the
Option with respect to a specified number of Shares, delivered to the
Company at its principal office, and payment in full to the Company at said
office of the amount of the Option Price for the number of Shares with
respect to which the Option is then being exercised. Payment of the Option
Price shall be made (i) in cash or cash equivalents, (ii) in whole Shares
valued at the Fair Market Value of such Shares on the date of exercise (or
next succeeding trading date, if the date of exercise is not a trading
date) or (iii) by a combination of such cash (or cash equivalents) and such
Stock. Subject to the provisions of Section 10 hereof, the Company shall
issue a stock certificate for the Shares purchased by exercise of an
Option, in the name of the optionee (or other person exercising the Option
in accordance with the provisions of the Plan), as soon as practicable
after due exercise and payment of the aggregate Option Price for such
Shares.
5.5 Limited Transferability of Option.
All Options shall be nontransferable except (i) upon the optionee's death,
by the optionee's will or the laws of descent and distribution or (ii) on a
case-by-case basis, as may be approved by the Board in its discretion, in
accordance with the terms provided below. Each Agreement shall provide
that the optionee may, during his or her lifetime and subject to the prior
approval of the Board at the time of proposed transfer, transfer all or
part of the Option to a Permitted Transferee (as defined below), provided
that such transfer is made by the optionee for estate and tax planning
purposes or donative purposes and no consideration (other than
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nominal consideration) is received by the optionee therefor. The transfer
of an Option shall be subject to such other terms and conditions as the
Board may in its discretion impose from time to time, including (without
limitation) a condition that the portion of the Option to be transferred be
vested and exercisable by the optionee at the time of the transfer and a
requirement that the terms of such transfer be documented in a written
agreement (in such form as the Board may prescribe). Subsequent transfers
of an Option transferred under this Section 5.5 shall be prohibited, other
than by will or the laws of descent and distribution upon the death of the
transferee.
For purposes hereof, a "Permitted Transferee" shall be any member of the
optionee's immediate family, a trust for the exclusive benefit of such
immediate family members, or a partnership or limited liability company the
equity interests of which are owned exclusively by the optionee and/or one
or more members of his or her immediate family. For purposes of the
preceding definition, the "immediate family" of the optionee shall mean and
include the optionee's spouse, any descendant of the optionee or his or her
spouse (including descendants by adoption), and any descendant of either
parent of the optionee (including descendants by adoption).
No transfer of an Option by the optionee by will or by laws of descent and
distribution shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and an authenticated
copy of the will and/or such other evidence as the Board may deem necessary
to establish the validity of the transfer. During the lifetime of an
optionee, except as provided above, the Option shall be exercisable only by
the optionee, except that, in the case of an optionee who is legally
incapacitated, the Option shall be exercisable by the optionee's guardian
or legal representative. In the event of any transfer of an Option to a
Permitted Transferee in accordance with the provisions of this Section 5.5,
such Permitted Transferee shall thereafter have all rights that would
otherwise be held by such optionee (or by such optionee's guardian, legal
representative or beneficiary), except as otherwise provided herein.
5.6 Death of Optionee.
If a Participant holding an Option dies while he is an Outside Director,
the executor or administrator of the estate of the decedent (or the person
or persons to whom an Option shall have been validly transferred in
accordance with Section 5.5) shall have the right, during the period ending
six months after the date of the optionee's death (subject to the
provisions of Section 5.3 hereof concerning the maximum term of an Option),
to exercise the Option to the extent that it was exercisable at the date of
such optionee's death and shall not have been previously exercised.
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5.7 Disability.
If an optionee's service as an Outside Director shall be terminated as a
result of Disability, the optionee (or in the case of an optionee who is
legally incapacitated, his guardian or legal representative) shall have the
right, during a period ending six months after the date of his disability
(subject to the provisions of Section 5.3 hereof concerning the maximum
term of an Option), to exercise an Option to the extent that it was
exercisable at the date of such optionee's Disability and shall not have
been previously exercised.
5.8 Other Termination of Service.
If an optionee's service as an Outside Director shall be terminated for any
reason other than death or Disability, the optionee shall have the right,
during the period ending ninety days after such termination (subject to the
provisions of Section 5.3 hereof concerning the maximum term of an Option),
to exercise the Option to the extent that it was exercisable on the date of
such termination of service and shall not have been previously exercised.
6. RESTRICTED SHARES.
6.1 Grant of Annual Restricted Share Retainer Awards.
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Commencing with the 1998-1999 Board term, each Outside Director shall be
entitled to receive, as a retainer for each term for which he is elected an
Outside Director, an award of a number of Restricted Shares having a Fair
Market Value of $40,000 on the date of grant of such award. Awards
hereunder for any Board term shall be granted as of the first business day
of the term, except that awards for the 1998-1999 Board term shall be
granted as of June 1, 1998.
6.2 Terms of Restricted Share Agreements.
Each grant of Restricted Shares under the Plan shall be evidenced by a
written Agreement between the Company and Participant, which shall be in
such form as the Board shall from time to time approve and shall comply
with the terms of the Plan, including (without limitation) the following
terms and conditions (and with such other terms and conditions, not
inconsistent with the terms of the Plan, as the Board, in its discretion,
may establish):
(a) RESTRICTED PERIOD. Except as otherwise provided in the Plan, the
Restricted Period for Restricted Shares granted under this Section 6
shall be one year from the date of grant.
(b) OWNERSHIP AND RESTRICTIONS. At the time of grant of Restricted
Shares, a certificate representing the number of Restricted Shares
granted shall be registered in the name of the Participant. Such
certificate shall be held by
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the Company or any custodian appointed by the Company for the account
of the Participant, subject to the terms and conditions of the Plan,
and shall bear such legend setting forth the restrictions imposed
thereon as the Board, in its discretion, may determine. The
Participant shall have all rights of a stockholder with respect to
such Restricted Shares, including the right to receive dividends and
the right to vote such Restricted Shares, subject to the following
restrictions: (i) the Participant shall not be entitled to delivery
of the stock certificate until the expiration of the Restricted Period
and the fulfillment of any other restrictive conditions set forth in
this Plan or the Agreement with respect to such Restricted Shares;
(ii) none of the Restricted Shares may be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of (except
by will or the applicable laws of descent and distribution) during
such Restricted Period or until after the fulfillment of any other
restrictive conditions; and (iii) except as otherwise provided under
the Plan, all of the Restricted Shares shall be forfeited and all
rights of the Participant to such Restricted Shares shall terminate,
without further obligation on the part of the Company, unless the
Participant remains in the continuous service as an Outside Director
of the Company for the entire Restricted Period and unless any other
restrictive conditions relating to the Restricted Shares are met. Any
common stock, any other securities of the Company and any other
property (except cash dividends) distributed with respect to the
Restricted Shares shall be subject to the same restrictions, terms and
conditions as such Restricted Shares.
(c) TERMINATION OF RESTRICTIONS. At the end of the Restricted Period and
provided that any other restrictive conditions of the Restricted
Shares are met, or at such earlier time as shall be applicable under
the Plan, all restrictions set forth in the Agreement relating to the
Restricted Shares or in the Plan shall lapse as to the Restricted
Shares subject thereto, and a stock certificate for the appropriate
number of Shares, free of the restrictions and restrictive stock
legend (other than as required under the Securities Act of 1933 or
otherwise), shall be delivered to the Participant or his or her
beneficiary or estate, as the case may be.
(d) TERMINATION OF SERVICE DURING RESTRICTED PERIOD. Except as
provided herein, if during the Restricted Period for any Restricted
Shares held by a Participant the Participant's service as an Outside
Director is terminated for any reason other than death or Disability,
the Participant shall forfeit all rights with respect to such
Restricted Shares, which shall automatically be considered to be
cancelled.
(e) ACCELERATED LAPSE OF RESTRICTIONS. Upon a termination of service as
an Outside Director which results from a Participant's death or
Disability, all restrictions then outstanding with respect to
Restricted Shares held by such Participant shall automatically expire
and be of no further force and effect.
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7. RESTRICTED SHARE UNITS.
7.1 Election of Restricted Share Unit Award.
Any person who is an Outside Director immediately following the Company's
1998 Annual Meeting of Shareholders may elect, by written notice to the
Company on or before May 31, 1998 (in such form as the Board shall
prescribe), to receive an award of Restricted Share Units having a Fair
Market Value of $200,000 on the date of grant, which date shall be June 1,
1998. Any such Restricted Share Unit award shall be in lieu of Restricted
Share awards under Section 6 for the Board terms through the term ending in
2003, and any Outside Director electing a Restricted Stock Unit award
hereunder shall have no right to any Restricted Share award under Section 6
for any Board term ending in 2003 or an earlier year.
7.2 Terms of Restricted Share Unit Agreements.
Each award of Restricted Shares under the Plan shall be evidenced by a
written Agreement between the Company and the Participant, which shall be
in such form as the Board shall from time to time approve and shall comply
with the terms of the Plan, including (without limitation) the following
terms and conditions (and with such other terms and conditions, not
inconsistent with the terms of the Plan, as the Board, in its discretion,
may establish):
(a) VESTING. Except as otherwise provided in the Plan, an award of
Restricted Share Units shall vest in cumulative annual installments,
each of which shall relate to 20% of the Units covered by the Award,
on the five anniversary dates next succeeding the date of grant.
(b) TERMINATION OF SERVICE PRIOR TO FULL VESTING. If a Participant's
service as an Outside Director is terminated for any reason other than
death or Disability before a Restricted Share Unit award held by him
has become fully vested, the Participant shall forfeit all rights
with respect to any Units that are not yet vested on the date of
termination.
(c) ACCELERATED VESTING. Upon a Participant's termination of service as
an Outside Director which results from the Participant's death or
Disability, all Restricted Share Units standing to his credit
immediately prior to such termination shall be fully vested.
(d) DIVIDEND EQUIVALENTS. A Participant shall be credited with dividend
equivalents on any vested Restricted Share Units credited to his
account at the time of any payment of dividends to stockholders on
Shares. The amount of any such dividend equivalents shall equal the
amount that would have been payable to the Participant as a
stockholder in respect of a number of Shares equal to the number of
vested Restricted Share Units then credited to him. Any such dividend
equivalents shall be credited to
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his account as of the date on which such dividend would have been
payable and shall be converted into additional Restricted Share Units
(which shall be immediately vested) based upon the Fair Market Value
of a Share on the date of such crediting. No dividend equivalents
shall be paid in respect of Restricted Share Units that are not yet
vested.
(e) PAYMENT OF AWARDS. A Participant shall be entitled to payment, at the
time of his termination of service as an Outside Director, in respect
of all vested Restricted Share Units then credited to him. Subject to
the provisions of Sections 9 and 10, such payment shall be made
through the issuance to the Participant of a stock certificate for a
number of Shares equal to the number of vested Restricted Share Units
credited to him at the time of such termination.
Notwithstanding the foregoing, a Participant may elect an alternative
payment date for the distribution of Shares in respect of his vested
Restricted Share Units. Any such election must be made by written
notice to the Company by May 31, 1998 (in such form as the Company
shall prescribe) and may specify as the alternative payment date
either (i) June 1, 2003 or (ii) June 1, 2008. Any such election shall
be irrevocable.
8. CHANGE IN CONTROL.
8.1 Effect of Change in Control.
Upon a "change in control" of the Company (as defined below), the following
shall occur:
(a) Each outstanding Option, to the extent that it shall not otherwise
have become exercisable, shall become fully and immediately
exercisable (without regard to the otherwise applicable installment
provisions of Section 5.1 hereof);
(b) All restrictions relating to any Restricted Shares then held by
Participants shall lapse and be of no further force and effect; and
(c) Any Restricted Share Units credited to a Participant's account shall
immediately vest, to the extent that such Units would have been vested
on the next following anniversary date of the date of grant.
8.2 Definition.
For purposes of Section 8.1 hereof, "change in control" of the Company
shall mean any of the following events:
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(i) An acquisition (other than directly from the Company) of any
voting securities of the Company (the "Voting Securities") by
any "Person" (as the term Person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) immediately after which
such Person has "Beneficial Ownership" (within the meaning of
Rule 13d-3 promulgated under the 1934 Act) of twenty percent
(20%) or more of the combined voting power of the then
outstanding Voting Securities; provided, however, that in
determining whether a change in control has occurred, Voting
Securities which are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute an acquisition
which would cause a change in control. A "Non-Control
Acquisition" shall mean an acquisition by (i) an employee
benefit plan (or a trust forming a part thereof) maintained
by (A) the Company or (B) any corporation or other Person of
which a majority of its voting power or its equity securities
or equity interest is owned directly or indirectly by the
Company (a "Subsidiary") or (ii) the Company or any
Subsidiary.
(ii) The individuals who, as of the date hereof, are members of
the Board (the "Incumbent Board"), cease for any reason to
constitute at least two-thirds of the Board; provided,
however, that if the election, or nomination for election, by
the Company's stockholders of any new director was approved
by a vote of at least two-thirds of the Incumbent Board, such
new director shall, for purposes of this Agreement, be
considered as a member of the Incumbent Board; provided,
further, however, that no individual shall be considered a
member of the Incumbent Board if (1) such individual
initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board (a "Proxy Contest") including by
reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest or (2) such individual was
designated by a Person who has entered into an agreement with
the Company to effect a transaction described in clause (i)
or (iii) of this Section 8.2; or
(iii) Approval by stockholders of the Company of:
(1) A merger, consolidation or reorganization involving the
Company, unless,
(A) The stockholders of the Company, immediately before
such merger, consolidation or reorganization, own,
directly or indirectly immediately following such
merger, consolidation or reorganization, at least
seventy-
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five percent (75%) of the combined voting power of the
outstanding Voting Securities of the corporation
resulting from such merger or consolidation or
reorganization or its parent corporation (the
"Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities
immediately before such merger, consolidation or
reorganization;
(B) The individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement
providing for such merger, consolidation or
reorganization constitute at least two-thirds of the
members of the board of directors of the Surviving
Corporation; and
(C) No Person (other than the Company, any Subsidiary, any
employee benefit plan (or any trust forming a part
thereof) maintained by the Company, the Surviving
Corporation or any Subsidiary, or any Person who,
immediately prior to such merger, consolidation or
reorganization, had Beneficial Ownership of twenty
percent (20%) or more of the then outstanding Voting
Securities) has Beneficial Ownership of twenty percent
(20%) or more of the combined voting power of the
Surviving Corporation's then outstanding Voting
Securities.
(2) A complete liquidation or dissolution of the Company; or
(3) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any
Person (other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a change in control shall not be deemed
to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the
outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting
Securities outstanding, increased the proportional number of shares
Beneficially Owned by the Subject Person, provided that if a change in
control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company, and
after such share acquisition by the Company, the Subject Person
becomes the Beneficial Owner of any additional Voting Securities which
increases the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a change in control
shall occur.
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9. ANTIDILUTION ADJUSTMENTS.
In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger or consolidation, or the sale,
conveyance, lease or other transfer by the Company of all or substantially
all of its property, or any other change in the corporate structure or
shares of the Company, pursuant to any of which events the then outstanding
Shares are split up or combined, or are changed into, become exchangeable
at the holder's election for, or entitle the holder thereof to, other
shares of stock, or in the case of any other transaction described in
section 424(a) of the Code, the Board may make such adjustment or
substitution (including by substitution of shares of another corporation)
as it may determine to be appropriate, in its sole discretion, in (i) the
aggregate number and kind of shares that may be distributed in respect of
Option exercises and/or awards under the Plan, (ii) the number and kind of
shares subject to outstanding Options and/or the Option Price of such
shares, (iii) the number and kind of Restricted Shares outstanding under
the Plan and (iv) the number and kind of shares represented by Restricted
Share Units outstanding under the Plan.
10. CONDITIONS OF ISSUANCE OF STOCK CERTIFICATES.
10.1 Applicable Conditions.
The Company shall not be required to issue or deliver any certificate for
Shares under the Plan prior to fulfillment of all of the following
conditions:
(a) the completion of any registration or other qualification of such
Shares, under any federal or state law, or under the rulings or
regulations of the Securities and Exchange Commission or any other
governmental regulatory body, that the Board shall, in its sole
discretion, deem necessary or advisable;
(b) the obtaining of any approval or other clearance from any federal or
state governmental agency that the Board shall, in its sole
discretion, determine to be necessary or advisable;
(c) the lapse of such reasonable period of time following the event
triggering the obligation to distribute shares as the Board from time
to time may establish for reasons of administrative convenience;
(d) satisfaction by the Participant of any applicable withholding taxes or
other withholding liabilities; and
(e) if required by the Board, in its sole discretion, the receipt by the
Company from a Participant of (i) a representation in writing that the
Shares received
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pursuant to the Plan are being acquired for investment and not with a
view to distribution and (ii) such other representations and
warranties as are deemed necessary by counsel to the Company.
10.1 Legends.
The Company reserves the right to legend any certificate for Shares,
conditioning sales of such shares upon compliance with applicable federal
and state securities laws and regulations.
11. PAYMENT OF WITHHOLDING AND PAYROLL TAXES.
Subject to the requirements of Section 16(b) of the Exchange Act, the Board
shall have discretion to permit or require a Participant, on such terms and
conditions as it determines, to pay all or a portion of any taxes arising
in connection with an Option or other award under the Plan by having the
Company withhold Shares or by the Participant's delivering other Shares
having a then-current Fair Market Value equal to the amount of taxes to be
withheld. In the absence of such withholding or delivery of Shares, the
Company shall otherwise withhold from any payment under the Plan all
amounts required by law to be withheld.
12. NO RIGHTS TO SERVICE.
Nothing in the Plan or in any grant made or Agreement entered into pursuant
hereto shall confer upon any Participant the right to continue service as a
member of the Board or to be entitled to any remuneration or benefits not
set forth in the Plan or such Agreement.
13. AMENDMENT AND TERMINATION OF THE PLAN.
The Board, at any time and from time to time, may suspend, terminate,
modify or amend the Plan; provided, however, that an amendment which
requires stockholder approval for the Plan to continue to comply with any
law, regulation or stock exchange requirement shall not be effective unless
approved by the requisite vote of stockholders. No suspension,
termination, modification or amendment of the Plan shall adversely affect
any grants previously made, unless the written consent of the Participant
is obtained.
14. TERM OF THE PLAN.
The Plan, as amended effective May 17, 1998, shall terminate on May 17,
2008. No grants may be made after such termination, but termination of the
Plan shall not, without the consent of any Participant who then holds
Options or Restricted
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Shares or to whom Restricted Share Units are then credited, alter or impair
any rights or obligations in respect of such Options, Restricted Shares or
Restricted Share Units.
15. GOVERNING LAW.
The Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of
Delaware without giving effect to the choice of law principles thereof,
except to the extent that such laws are preempted by Federal law.
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