EXHIBIT 10.2
AGL RESOURCES INC.
OFFICER INCENTIVE PLAN
AGL RESOURCES INC.
OFFICER INCENTIVE PLAN
Section 1
PLAN INFORMATION
1.1 Purpose. AGL Resources Inc. (the "Company") has established the AGL
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Resources Inc. Officer Incentive Plan (the "OIP") to further the growth and
development of the Company. The OIP provides the Company and its Related
Companies a plan under which to offer a proprietary interest in the Company's
Common Stock as a material inducement to certain officer level individuals to
enter employment with the Company and its Related Companies.
1.2 Awards Available Under the OIP. The OIP permits Awards of
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Nonqualified Stock Options ("NQSOs") and Restricted Stock . NQSOs are options
that do not qualify as incentive stock options under Code (S)422 and are subject
to taxation under Code (S)83. Awards of Restricted Stock are also subject to
taxation under Code (S)83.
1.3 Effective Date and Term of the OIP. The Board of Directors of the
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Company adopted the OIP on March 20, 2001. The OIP is effective as of April 1,
2001 (the "Effective Date"). Unless terminated by the Company, the OIP will
remain in effect until the tenth anniversary of the date the Board adopted the
OIP. If the OIP is terminated earlier, then it will remain in effect as long
as any Awards are outstanding.
1.4 Shareholder Approval and Code Section 162(m). The OIP is intended as
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a plan under which grants and awards may be made to persons not previously
employed by the Company and its Related Companies as an inducement essential to
such persons entering into employment with the Company and/or its Related
Companies. As such, the Company is not required to obtain shareholder approval
of the OIP under the rules of the New York Stock Exchange. If the Company does
not obtain shareholder approval of the OIP, any grant or award made under the
OIP will not be eligible for the performance-based exemptions under Code Section
162(m)(4)(C).
1.5 Operation, Administration and Definitions. The operation and
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administration of the OIP is subject to the provisions of this plan document.
Capitalized terms used in the OIP are defined in Section 2 below or may be
defined within the OIP.
Section 2
PLAN DEFINITIONS
For purposes of the OIP, the terms listed below are defined as follows:
2.1 "1933 Act" means the Securities Act of 1933, as amended.
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2.2 "1934 Act" means the Securities Exchange Act of 1934, as amended.
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2.3 "Agreement" means a Restricted Stock Agreement or Stock Option
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Agreement, as applicable, the terms and conditions of which have been
established by the Committee.
2.4 "Award" means any award or benefit granted to any Participant under
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the OIP, including, without limitation, the grant of Stock Options and the award
of Restricted Stock.
2.5 "Board" means the Board of Directors of the Company.
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2.6 "Change of Control" means that:
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(a) any "person" as defined in Section 3(a)(9) of the 1934 Act, and as
used in Section 13(d) and 14(d) thereof, including a "group" as defined in
Section 13(d) of the 1934 Act but excluding the Company and any subsidiary
and any employee benefit plan sponsored or maintained by the Company or any
subsidiary (including any trustee of such plan acting as trustee), directly
or indirectly, becomes the "beneficial owner" (as defined in Rule 13d-3
under the 1934 Act), of securities of the Company representing 10% or more
of the combined voting power of the Company's then outstanding securities
(unless the event causing the 10% threshold to be crossed is an acquisition
of securities directly from the Company); or
(b) the shareholders of the Company approve any merger or other
business combination of the Company, sale of 50% or more of the Company's
assets or combination of the foregoing transactions (the "Transactions")
other than a Transaction immediately following which the shareholders of
the Company and any trustee or fiduciary of any Company employee benefit
plan immediately prior to the Transaction owns at least 80% of the voting
power, directly or indirectly, of (i) the surviving corporation in any such
merger or other business combination; (ii) the purchaser of the Company's
assets; (iii) both the surviving corporation and the purchaser in the event
of any combination of Transactions; or (iv) the parent company owning 100%
of such surviving corporation, purchaser or both the surviving corporation
and the purchaser, as the case may be; or
(c) within any twenty-four month period, the persons who were
directors immediately before the beginning of such period (the "Incumbent
Directors") cease (for any reason other than death) to constitute at least
a majority of the Board or the board of directors of a successor to the
Company. For this purpose, any director who was not a director at the
beginning of such period will be deemed to be an Incumbent Director if such
director was elected to the Board by, or on the recommendation of or with
the approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors (so long as such director was not nominated by a person
who has entered into an
agreement to effect a Change of Control or expressed an intent to cause
such a Change of Control).
2.7 "Code" means the Internal Revenue Code of 1986, as amended. A
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reference to any provision of the Code includes reference to any successor
provision of the Code.
2.8 "Common Stock" means the common stock, $5.00 par value per share, of
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the Company.
2.9 "Company" means AGL Resources Inc.
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2.10 "Effective Date" means April 1, 2001.
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2.11 "Eligible Employee" means any individual hired at an officer level of
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the Company or a Related Company whose offer of employment included a promise
of a grant or award of stock options or restricted stock as a signing incentive
and who is actively employed at the time Awards are made.
2.12 "Exercise Price" means the purchase price of the shares of Common
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Stock underlying a Stock Option.
2.13 "Fair Market Value" means, as of any date of determination, the most
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recent closing price per share of the Common Stock as published in the Eastern
Edition of The Wall Street Journal report on the New York Stock Exchange
Composite Transactions (or other established exchange on which the Common Stock
is listed).
2.14 "OIP" means this AGL Resources Inc. Officer Incentive Plan.
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2.15 "Nonqualified Stock Option" or "NQSO" means an option which is not an
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incentive stock option within the meaning of Code (S)422(b).
2.16 "Optionee" means an Eligible Employee who is granted a Stock Option.
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2.17 "Participant" means an Optionee or a Recipient.
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2.18 "Pricing Date" means the date on which a Stock Option is granted.
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However, the Committee may specify as the Pricing Date in the Option Agreement
of an NQSO the date on which the Optionee is hired or promoted (or some similar
event).
2.19 "Recipient" means an Eligible Employee who is awarded Restricted
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Stock.
2.20 "Related Company" means any member within the Company's controlled
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group of corporations, as that term is defined in Code (S)1563(a).
2.21 "Reload Option" means a Stock Option granted to an Optionee who
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exercises a previously-held Stock Option by tendering Common Stock for part or
all of the Exercise Price, pursuant to the provisions of Section 6.7 of the OIP.
2.22 "Reporting Person" means an Eligible Employee who is subject to the
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reporting requirements of Section 16 of the 1934 Act.
2.23 "Restricted Stock" means an Award of Common Stock subject to such
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conditions, restrictions and contingencies as the Committee determines.
2.24 "Restricted Stock Agreement" means a written agreement signed and
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dated by the Committee and a Recipient that specifies the terms and conditions
of an Award of Restricted Stock.
2.25 "Stock Option" means an NQSO or Reload Option, as applicable, granted
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to an Eligible Employee under the OIP.
2.26 "Stock Option Agreement" means a written agreement signed and dated by
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the Committee and an Optionee that specifies the terms and conditions of an
Award of a Stock Option or Reload Option.
Section 3
PLAN ADMINISTRATION
3.1 Administration. The Nominating and Compensation Committee of the
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Board of Directors of the Company (the "Committee") will control and manage the
operation and administration of the OIP.
(a) The Committee may make one or more Awards under the OIP to an
Eligible Employee, who will become a Participant in the OIP. In addition,
the Committee may make one or more Awards to an individual who has accepted
an offer of employment from the Company or one of its Related Companies but
who has not yet become an Eligible Employee; provided, that the Committee
will subject such Award(s) to appropriate restrictions in the event that
such individual does not become an Eligible Employee. The Committee will
decide to whom and when to grant an Award, the type of Award that it will
grant and the number of shares of Common Stock covered by the Award. The
Committee also will decide the terms, conditions, performance criteria,
restrictions and other provisions of the Award. The Committee may grant a
single Award or an Award in combination with another Award(s) to a
Participant. In making Award decisions, the Committee may take into
account the nature of services to be rendered by the Eligible Employee, the
Eligible Employee's potential contribution to the Company's success and
such other factors as the Committee, in its sole discretion, deems
relevant.
(b) In accordance with Section 5 of the OIP, the Committee will decide
whether and to what extent Awards under the OIP will be structured to
conform with Code (S)162(m) requirements applicable to performance-based
compensation. The Committee may take any action, establish any procedures
and impose any restrictions that it finds necessary or appropriate to
conform with Code (S)162(m). If every member of the Committee does not
meet the definition of "outside director" as defined in Code (S)162(m), the
Committee will form a subcommittee of those members who do meet that
definition, and that subcommittee will have all authority and discretion to
act as the Committee to make Awards that conform with Code (S)162(m).
(c) The Committee will interpret the OIP, establish and rescind any
rules and regulations relating to the OIP, decide the terms and provisions
of any Agreements made under the OIP, and determine how to administer the
OIP. The Committee also will decide administrative methods for the
exercise of Stock Options. Each Committee decision will be final,
conclusive and binding on all parties.
(d) The Committee will act by a majority of its then members at a
meeting of the Committee or by unanimous written consent. The Committee
will keep adequate records concerning the OIP and the Committee's
proceedings and acts in such form and detail as the Committee may decide.
3.2 Delegation by Committee. Unless prohibited by applicable law or the
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applicable rules of a stock exchange, the Committee may allocate all or some of
its responsibilities and powers to any one or more of its members. The
Committee also may delegate all or some of its responsibilities and powers to
any person or persons it selects. The Committee may revoke any such allocation
or delegation at any time.
3.3 Information to be Furnished to Committee. In order for the Committee
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to discharge its duties, it may require the Company, its Related Companies,
Participants and other persons entitled to benefits under the Plan to provide it
with certain data and information.
3.4 Indemnification. In addition to such other rights of indemnification
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that they have as members of the Board or the Committee, the Company will
indemnify the members of the Committee, to the extent permitted by applicable
law, against reasonable expenses (including, without limitation, attorney's
fees) actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal, to which they or
any of them may be a party by reason of any action taken or failure to act under
or in connection with the OIP or any Award awarded hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
to the extent required by and in the manner provided by the articles of
incorporation or the bylaws of the Company relating to indemnification of the
members of the Board) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to such matters as to which it is
adjudged in such action, suit or proceeding that such Committee member or
members did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the Company.
Section 4
STOCK SUBJECT TO THE PLAN
4.1 Stock Subject to Awards.
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Stock subject to Awards and other provisions of the OIP will consist of
shares of Common Stock purchased by the Company in the open market.
4.2 Shares of Common Stock Subject to Awards.
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(a) Maximum Number of Shares. Subject to adjustment in accordance
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with the provisions of Section 9, the maximum number of shares of Common
Stock that may be issued under the OIP will be 600,000 shares of Common
Stock.
(b) The number of shares of Common Stock subject to Awards (other than
Awards of Restricted Stock) which are forfeited, canceled or expired
without the issuance of Common Stock shall again be available for issuance
pursuant to new Awards made under the OIP.
Section 5
STOCK OPTIONS
5.1 Stock Option Agreement. When the Committee grants a Stock Option
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under the OIP, it will prepare (or cause to be prepared) a Stock Option
Agreement that specifies the following terms:
(a) the name of the Optionee;
(b) the total number of shares of Common Stock to which the Stock
Option pertains;
(c) the Exercise Price of the Stock Option;
(d) the date as of which the Committee granted the Stock Option;
(e) the requirements that must be met for the Stock Option to first
become exercisable;
(f) whether Reload Options are available with respect to the Stock
Option and if so, any limitations on the granting of or number of
successive Reload Options that may be granted with regard to the Stock
Option and any Reload Options under the Stock Option; and
(g) the expiration date of the Stock Option.
5.2 Maximum Award Per Year. Subject to adjustment in accordance with
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Section 9 of the OIP, no more than 500,000 shares of Common Stock may be made
subject to Stock Options granted during a calendar year to any one Optionee.
5.3 Exercise Price.
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(a) The Exercise Price of each Stock Option will be 100% of the Fair
Market Value of a share of Common Stock as of the Pricing Date.
(b) Notwithstanding any other provision of the OIP to the contrary
(other than the provisions of Section 9.1 relating to adjustments due to
certain corporate transactions), (i) the Exercise Price of a Stock Option
may not be changed subsequent to the date of grant of the Stock Option, and
(ii) a Stock Option may not be repriced subsequent to its date of grant by
replacing, regranting or canceling the Stock Option.
5.4 Exercisability.
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(a) General Schedule. Each Stock Option will become exercisable
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according to the schedule set forth in the applicable Stock Option
Agreement; provided, however, that the Committee will always have the
authority to accelerate the exercisability of any Stock Option granted
under the OIP.
(b) Accelerated Exercisability. In the event of an Optionee's
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termination of employment with the Company and all Related Companies under
one of the following conditions, any outstanding Stock Options will become
immediately exercisable and remain exercisable until the expiration date of
the Stock Option:
(i) death;
(ii) disability (as determined by the Committee in its sole
discretion); or
(iii) retirement under the terms of the AGL Resources Inc.
Retirement Plan or any other retirement plan approved by
the Board for that purpose.
In addition, any outstanding Stock Option will become immediately
exercisable and remain exercisable until the expiration date of the Stock
Option upon a Change of Control of the Company.
5.5 Expiration Date.
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(a) Original Expiration Date. Unless the Committee specifies
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otherwise in the Stock Option Agreement, subject to section (b) below, the
term of a Stock Option granted under the OIP begins on the date of grant
and ends ten years after the date of grant.
(b) Accelerated Expiration Date. Unless the Committee specifies
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otherwise in the Stock Option Agreement, a Stock Option granted under the
OIP will expire upon the earliest to occur of the following:
(i) The Original Expiration Date of the Stock Option;
(ii) Death. The one-year anniversary of the Optionee's death;
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(iii) Disability. The one-year anniversary of the Optionee's
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termination of employment with the Company and all Related
Companies due to disability (as determined by the Committee
in its sole discretion);
(iv) Retirement. The one-year anniversary of the Optionee's
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termination of employment with the Company and all Related
Companies due to retirement under the terms of the AGL
Resources Inc. Retirement Plan or any other retirement plan
approved by the Board for that purpose; or
(v) Termination of Employment. The date of the Optionee's
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termination of employment with the Company and all Related
Companies for any reason other than death, disability or
retirement (as described above); provided, that if the
Optionee's termination of employment is due to a layoff,
office or operation closing, or other involuntary severance
by the Company or Related Company (except for performance
reasons), then the date sixty (60) days following the date
of the Optionee's termination of employment.
The Committee will always have the authority and discretion to extend the
Expiration Date of any Stock Option as long as the extended Expiration Date is
not later than the Original Expiration Date.
5.6 Terms of Stock Option Exercise. Unless the Committee specifies
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otherwise in the Stock Option Agreement, an Optionee may exercise a Stock Option
for less than the full number of shares of Common Stock subject to the Stock
Option. However, such exercise may not be made for less than 100 shares or the
total remaining shares subject to the Stock Option. The Committee may in its
discretion specify other Stock Option terms, including restrictions on frequency
of exercise and periods during which Stock Options may not be exercised.
5.7 Payment of Exercise Price. The Optionee must pay the full Exercise
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Price for shares of Common Stock purchased upon the exercise of any Stock Option
at the time of such exercise by one of the following forms of payment:
(a) cash;
(b) by tendering unrestricted shares of Common Stock which have a Fair
Market Value equal to the Exercise Price. The Optionee must have held the
tendered shares of Common Stock for at least six months before their
tender. The Optionee may tender shares of Common Stock either by
attestation or by the delivery of a certificate or certificates for shares
duly endorsed for transfer to the Company, and if required, with medallion
level signature guarantee by a member firm of a national stock exchange, by
a national or state bank, or by the Company's credit union (or guaranteed
or notarized in such other manner as the Committee may require);
(c) broker-assisted cashless exercise; or
(d) any combination of the above forms or any other form of payment
permitted by the Committee.
5.8 Reload Options. When the Committee grants a Stock Option, it will
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designate in the Stock Option Agreement whether a Reload Option accompanies such
Stock Option and any
limitations that will apply to the granting of the Reload Option or the number
of successive Reload Options. The Committee, in its discretion, may grant one or
more successive Reload Options to an Optionee who pays all or a portion of the
Exercise Price of a Stock Option with shares of Common Stock. Notwithstanding
the terms of any Stock Option, the Committee will grant Reload Options only to
Participants who are actively employed by the Company or a Related Company at
the time the grant is to be made. If the Committee has designated a Stock Option
as having an accompanying Reload Option, the Committee will grant a Reload
Option for the same number of shares as is tendered in payment of the Exercise
Price (but not for shares tendered for tax or other withholding obligations)
upon exercise of the Stock Option. The Reload Option will have the same terms
and conditions as the related original Stock Option, including the expiration
date of the original Stock Option, except that (i) the Exercise Price for a
Reload Option will be the Fair Market Value of the Common Stock as of the date
of grant of such Reload Option, and (ii) the Reload Option will become fully
exercisable six months after its date of grant.
5.9 Transferability. Unless the Committee specifies otherwise in the
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Stock Option Agreement, an Optionee may transfer Stock Options under the OIP
only by will or by the laws of descent and distribution. After the death of an
Optionee, only the executor or administrator of the Optionee's estate may
exercise an outstanding Stock Option.
5.10 Rights as a Shareholder. An Optionee will first have rights as a
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shareholder of the Company with respect to shares of Common Stock covered by a
Stock Option only when the Optionee has paid the Exercise Price in full and the
shares have been issued to the Optionee.
Section 6
RESTRICTED STOCK
6.1 Restricted Stock Agreement. When the Committee awards Restricted
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Stock under the OIP, it will prepare (or cause to be prepared) a Restricted
Stock Agreement that specifies the following terms:
(a) the name of the Recipient;
(b) the total number of shares of Common Stock to which the Award of
Restricted Stock pertains;
(c) the manner in which the Restricted Stock will become vested and
nonforfeitable and a description of any restrictions applicable to the
Restricted Stock; and
(d) the date as of which the Committee awarded the Restricted Stock.
6.2 Maximum Award Per Year. Subject to adjustment in accordance with
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Section 9 of the OIP, no more than 50,000 shares of Restricted Stock may be
awarded during a calendar year to any one Eligible Employee.
6.3 Vesting. Restricted Stock will become vested and nonforfeitable in
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accordance with the vesting schedule and/or vesting requirements set forth in
the applicable Restricted Stock Agreement. The Committee may determine, in
accordance with Section 5 of the OIP, whether
such vesting schedule and/or vesting requirements will conform with the
requirements applicable to performance-based compensation under Code (S)162(m).
Restricted Stock will become immediately vested and nonforfeitable upon a Change
of Control of the Company. In addition, the Committee will always have the
authority to accelerate vesting of any Restricted Stock awarded under this OIP.
6.4 Termination of Employment. Unless the Committee decides otherwise,
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all shares of Restricted Stock which remain subject to restriction upon the
Recipient's termination of employment for any reason (including death,
disability or retirement under the terms of the AGL Resources Inc. Retirement
Plan or any other retirement plan approved by the Board for that purpose) will
be forfeited as of the date of such termination of employment.
6.5 Delivery of Restricted Stock. The Company will issue the shares of
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Restricted Stock within a reasonable period of time after execution of the
Restricted Stock Agreement. As long as any restrictions apply to the
Restricted Stock, the shares of Restricted Stock shall be held by the Committee
in uncertificated form in a restricted account.
6.6 Transferability. Unless the Committee specifies otherwise in the
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Restricted Stock Agreement, a Recipient may not sell, exchange, transfer,
pledge, hypothecate or otherwise dispose of shares of Restricted Stock awarded
under this OIP while such shares are still subject to restriction.
6.7 Effect of Restricted Stock Award. Upon issuance of the shares of the
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Restricted Stock, the Recipient will have immediate rights of ownership in the
shares of Restricted Stock, including the right to vote the shares and the right
to receive dividends with respect to the shares.
Section 7
PLAN OPERATION
7.1 Certain Corporate Transactions.
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(a) Recapitalization. If the Company is involved in a corporate
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transaction (including, without limitation, any recapitalization,
reclassification, reverse or forward stock split, stock dividend,
extraordinary cash dividend, merger, consolidation, split-up, spin-off,
combination or exchange of shares) which constitutes a Change of Control,
then the Committee will adjust Awards to preserve the benefits or potential
benefits of the Awards as follows:
(i) the Committee will take action to adjust the number and
kind of shares of Common Stock that are issuable under the
OIP;
(ii) the Committee will take action to adjust the number and
kind of shares of Common Stock subject to outstanding
Awards;
(iii) the Committee will take action to adjust the Exercise
Price of outstanding Stock Options; and
(iv) the Committee will make any other equitable adjustments.
Only whole shares of Common Stock will be issued in making the above
adjustments. Further, the number of shares available under the OIP or the
number of shares of Common Stock subject to any outstanding Awards will be
the next lower number of shares, so that fractions are rounded downward.
If the Company issues any rights or warrants to subscribe for additional
shares pro rata to holders of outstanding shares of the class or classes of
stock then set aside for the OIP, then each Optionee will be entitled to
the same rights or warrants on the same basis as holders of outstanding
shares with respect to such portion of the Optionee's Stock Option as is
exercised on or prior to the record date for determining shareholders
entitled to receive or exercise such rights or warrants.
(b) Reorganization. If the Company is part of any reorganization
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involving merger, consolidation, acquisition of the stock or acquisition of
the assets of the Company which requires shareholder approval but does not
constitute a Change of Control, the Committee, in its discretion, may
decide that:
(i) any or all outstanding Stock Options granted under the OIP
will pertain to and apply, with appropriate adjustment as
determined by the Committee, to the securities of the
resulting corporation to which a holder of the number of
shares of the Common Stock subject to such Stock Option
would have been entitled;
(ii) any or all outstanding Stock Options granted under the OIP
will become immediately fully exercisable (to the extent
permitted under federal or state securities laws);
(iii) any or all outstanding Stock Options granted under the OIP
will become immediately fully exercisable (to the extent
permitted under federal or state securities laws) and will
be terminated after giving at least 30 days' notice to the
Participants to whom such Stock Options have been granted;
and/or
(iv) any or all awards of Restricted Stock hereunder will become
immediately fully vested and nonforfeitable.
(c) Limits on Adjustments. Any issuance by the Company of stock of
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any class other than the Common Stock, or securities convertible into
shares of stock of any class, will not affect, and no adjustment by reason
thereof will be made with respect to, the number or price of shares of the
Common Stock subject to any Stock Option, except as specifically provided
otherwise in this OIP. The grant of Awards under the OIP will not affect
in any way the right or authority of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate or dissolve, or to liquidate, sell or
transfer all or any part of its business or assets. All adjustments the
Committee makes under this OIP will be conclusive.
7.2 Compliance with Other Laws and Regulations. Distribution of shares of
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Common Stock under the OIP will be subject to the following:
(a) Notwithstanding any other provision of the OIP, the Company will
not be required to issue any shares of Common Stock under the OIP unless
such issuance complies with all applicable laws (including, without
limitation, the requirements of the 1933 Act and Section 16 of the 1934
Act) and the applicable requirements of any securities exchange or similar
entity. For Reporting Persons, the Company believes that the OIP and all
transactions under the OIP comply with all applicable conditions of Rule
16b-3 under the 1934 Act. If any provision of the OIP, or action by the
Committee, fails to so comply, then the Committee will declare such
provision or action null and void ab initio.
(b) When the OIP provides for issuance of Common Stock, the Company
may issue shares of Common Stock on a noncertificated basis as long as it
is not prohibited by applicable law or the applicable rules of any stock
exchange.
(c) The Company may require a Participant to submit evidence that the
Participant is acquiring shares of Common Stock for investment purposes.
7.3 Tax Withholding. The Participant must pay to the Company an amount
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necessary to cover all applicable income tax and other withholdings before the
Company will issue Common Stock under the OIP. The Participant may satisfy the
withholding requirements by any one or combination of the following methods:
(a) cash; or
(b) withholding shares of Common Stock which are otherwise issuable as
part of the Award.
7.4 Limitation of Implied Rights. The OIP is not a contract of
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employment. A Participant will not have the right to be retained as an employee
of the Company or any Related Company and will not have any right or claim under
the OIP, unless such right or claim has specifically accrued under the terms of
the OIP.
7.5 Conditions of Participation in the OIP. When the Committee makes an
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Award, it will require a Participant to enter into an Agreement in a form
specified by the Committee, agreeing to the terms and conditions of the Award
and to such additional terms and conditions, not inconsistent with the terms and
conditions of the OIP, as the Committee may, in its sole discretion, prescribe.
If there is a conflict between any provision of an Agreement and the OIP, the
OIP will control.
7.6 Evidence. Anyone required to give evidence under the OIP may give
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such evidence by certificate, affidavit, document or other information which the
person acting on the evidence considers pertinent, reliable and signed, made or
presented by the proper party or parties.
7.7 Amendment and Termination of the OIP and Agreements. The Board may
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amend or terminate the OIP at any time. No such amendment or termination will
adversely affect, in
any way, the rights of individuals who have outstanding Awards unless such
individuals consent to such amendment or termination. The Committee may amend
any Agreement which it previously has authorized under the OIP if the amended
Agreement is signed by the Company and the applicable Participant.
7.8 Action by Company or Related Company. The Board of Directors of the
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Company or any Related Company will take any action required or permitted to be
taken by resolution.
7.9 Gender and Number; Headings. Words in any gender will include any
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other gender, words in the singular will include the plural and the plural will
include the singular. The headings in this OIP are for convenience of
reference. Headings are not a part of the OIP and will not be considered in the
construction of the OIP.
7.10 Legal References. Any reference in this OIP to a provision of law
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which is later revised, modified, finalized or redesignated, will automatically
be considered a reference to such revised, modified, finalized or redesignated
provision of law.
7.11 Notices. In order for a Participant or other individual to give
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notice or other communication to the Committee, the notice or other
communication will be in the form specified by the Committee and delivered to
the location designated by the Committee in its sole discretion.
7.12 Governing Law. The OIP is governed by and will be construed in
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accordance with the laws of the State of Georgia.
ADOPTED BY BOARD OF DIRECTORS ON MARCH 20, 2001
THIS PLAN HAS NOT BEEN SUBMITTED FOR SHAREHOLDER APPROVAL.