Exhibit 10
DARDEN RESTAURANTS, INC.
2002 STOCK INCENTIVE PLAN
Section 1. Purpose
The purpose of the Plan is to promote the interests of the
Company and its shareholders by aiding the Company in attracting and retaining
employees, officers, consultants, advisors and non-employee Directors capable of
assuring the future success of the Company, to offer such persons incentives to
put forth maximum efforts for the success of the Company's business and to
compensate such persons through various stock-based arrangements and provide
them with opportunities for stock ownership in the Company, thereby aligning the
interests of such persons with the Company's shareholders.
Section 2. Definitions
As used in the Plan, the following terms shall have the meanings
set forth below:
(a) "Affiliate" shall mean (i) any entity that, directly or
indirectly through one or more intermediaries, is controlled by the Company and
(ii) any entity in which the Company has a significant equity interest, in each
case as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Dividend Equivalent, Stock Award or
Other Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract
or other instrument or document evidencing an Award granted under the Plan. Each
Award Agreement shall be subject to the applicable terms and conditions of the
Plan and any other terms and conditions (not inconsistent with the Plan)
determined by the Committee.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any regulations promulgated thereunder.
(f) "Committee" shall mean the Compensation Committee of the
Board. The Committee shall be comprised of not less than such number of
Directors as shall be required to permit Awards granted under the Plan to
qualify under Rule 16b-3, and each member of the Committee shall be a
"Non-Employee Director" within the meaning of Rule 16b-3 and an "outside
director" within the meaning of Section 162(m) of the Code. The Company expects
to have the Plan administered in accordance with the requirements for the award
of "qualified performance-based compensation" within the meaning of Section
162(m) of the Code.
(g) "Company" shall mean Darden Restaurants, Inc., a Florida
corporation.
(h) "Director" shall mean a member of the Board.
(i) "Dividend Equivalent" shall mean any right granted under
Section 6(d) of the Plan.
(j) "Eligible Person" shall mean any employee, officer,
consultant, advisor or non-employee Director providing services to the Company
or any Affiliate whom the Committee determines to be an Eligible Person.
(k) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(l) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee. Notwithstanding the foregoing,
unless otherwise determined by the Committee, the Fair Market Value of Shares on
a given date for purposes of the Plan shall be the mean of the high and low
sales prices of the Shares on the New York Stock Exchange as reported in the
consolidated transaction reporting system on such date or, if such Exchange is
not open for trading on such date, on the most recent preceding date when such
Exchange is open for trading.
(m) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of Section
422 of the Code or any successor provision.
(n) "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option.
(o) "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option.
(p) "Other Stock-Based Award" shall mean any right granted under
Section 6(f) of the Plan.
(q) "Participant" shall mean an Eligible Person designated to be
granted an Award under the Plan.
(r) "Person" shall mean any individual, corporation, partnership,
association or trust.
(s) "Plan" shall mean this Darden Restaurants, Inc. 2002 Stock
Incentive Plan, as amended from time to time.
(t) "Restricted Stock" shall mean any Share granted under Section
6(c) of the Plan.
(u) "Restricted Stock Unit" shall mean any unit granted under
Section 6(c) of the Plan evidencing the right to receive a Share (or a cash
payment equal to the Fair Market Value of a Share) at some future date.
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(v) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Exchange Act or any successor rule
or regulation.
(w) "Shares" shall mean shares of Common Stock, without par
value, of the Company or such other securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(c) of the Plan.
(x) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.
(y) "Stock Award" shall mean any Share granted under Section 6(e)
of the Plan.
Section 3. Administration.
(a) Power and Authority of the Committee. The Plan shall be
administered by the Committee. Subject to the express provisions of the Plan and
to applicable law, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be
covered by (or the method by which payments or other rights are to be calculated
in connection with) each Award; (iv) determine the terms and conditions of any
Award or Award Agreement, including, without limitation, whether a Participant
shall be required to deposit with the Company shares of Common Stock owned by
the Participant as a condition to receiving an Award; (v) amend the terms and
conditions of any Award or Award Agreement, provided, however, that, except as
otherwise provided in Section 4(c) hereof, the Committee shall not reprice,
adjust or amend the exercise price of Options or the grant price of Stock
Appreciation Rights previously awarded to any Participant, whether through
amendment, cancellation and replacement grant, or any other means; (vi)
accelerate the exercisability of any Award or the lapse of restrictions relating
to any Award; (vii) determine whether, to what extent and under what
circumstances Awards may be exercised in cash, Shares, promissory notes, other
securities, other Awards or other property, or canceled, forfeited or suspended;
(viii) determine whether, to what extent and under what circumstances cash,
Shares, promissory notes, other securities, other Awards, other property and
other amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder of the Award or the
Committee; (ix) interpret and administer the Plan and any instrument or
agreement, including any Award Agreement, relating to the Plan; (x) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; and (xi) make
any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Award or Award Agreement shall be within the sole discretion of the Committee,
may be made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award or Award Agreement, and any
employee of the Company or any Affiliate.
(b) Delegation. The Committee may delegate its powers and
duties under the Plan to one or more Directors (including a Director who is also
a senior executive officer of the
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Company) or a committee of Directors, subject to such terms, conditions and
limitations as the Committee may establish in its sole discretion; provided,
however, that the Committee shall not delegate its powers and duties under the
Plan (i) with regard to officers or directors of the Company or any Affiliate
who are subject to Section 16 of the Exchange Act or (ii) in such a manner as
would cause the Plan not to comply with the requirements of Section 162(m) of
the Code.
(c) Power and Authority of the Board of Directors.
Notwithstanding anything to the contrary contained herein, the Board may, at any
time and from time to time, without any further action of the Committee,
exercise the powers and duties of the Committee under the Plan, unless the
exercise of such powers and duties by the Board would cause the Plan not to
comply with the requirements of Section 162(m) of the Code.
Section 4. Shares Available for Awards.
(a) Shares Available. Subject to adjustment as provided in
Section 4(c) of the Plan, the aggregate number of Shares that may be issued
under all Awards under the Plan shall be 8,550,000. Shares to be issued under
the Plan will be authorized but unissued Shares or Shares that have been
reacquired by the Company and designated as treasury shares. If any Shares
covered by an Award or to which an Award relates are not purchased or are
forfeited or are reacquired by the Company in connection with a deferral
election (including shares of Restricted Stock, whether or not dividends have
been paid on such shares), or if an Award otherwise terminates or is cancelled
without delivery of any Shares, then the number of Shares counted against the
aggregate number of Shares available under the Plan with respect to such Award,
to the extent of any such forfeiture, reacquisition by the Company, termination
or cancellation, shall again be available for granting Awards under the Plan. In
addition, any Shares that are used by a Participant as full or partial payment
to the Company of the purchase or exercise price relating to an Award or in
connection with the satisfaction of tax obligations relating to an Award shall
again be available for granting Awards (other than Incentive Stock Options)
under the Plan.
(b) Accounting for Awards. For purposes of this Section 4, if
an Award entitles the holder thereof to receive or purchase Shares, the number
of Shares covered by such Award or to which such Award relates shall be counted
on the date of grant of such Award against the aggregate number of Shares
available for granting Awards under the Plan.
(c) Adjustments. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
Shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities or other property) that
thereafter may be made the
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subject of Awards, (ii) the number and type of Shares (or other securities or
other property) subject to outstanding Awards and (iii) the purchase or exercise
price with respect to any Award.
(d) Award Limitations Under the Plan
(i) Section 162(m) Limitation. No Eligible Person may be
granted Options, Stock Appreciation Rights or any other Award or Awards under
the Plan, the value of which Award or Awards is based solely on an increase in
the value of the Shares after the date of grant of such Award or Awards, for
more than 1,000,000 Shares (subject to adjustment as provided in Section 4(c) of
the Plan) in the aggregate in any calendar year. The foregoing annual limitation
specifically includes the grant of any Award or Awards representing "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Code.
(ii) Limitation on Restricted Stock and Restricted Stock
Units. No more than 1,700,000 Shares, subject to adjustment as provided in
Section 4(c) of the Plan, shall be available under the Plan for issuance
pursuant to grants of Restricted Stock and Restricted Stock Units; provided,
however, that any Shares covered by such Awards that expire, terminate or are
forfeited shall again be available for grants of Restricted Stock and Restricted
Stock Units for purposes of this limitation on grants of such Awards.
(iii) Limitation on Awards Granted to Non-Employee
Directors. Directors who are not also employees of the Company or an Affiliate
may not be granted Awards in the aggregate for more than 5% of the Shares
available for Awards under the Plan, subject to adjustment as provided in
Section 4(c) of the Plan.
(iv) Limitation on Incentive Stock Options. The number of
Shares available for granting Incentive Stock Options under the Plan shall not
exceed 8,550,000, subject to adjustment as provided in the Plan and subject to
the provisions of Section 422 or 424 of the Code or any successor provision.
Section 5. Eligibility
Any Eligible Person shall be eligible to be designated a
Participant. In determining which Eligible Persons shall receive an Award and
the terms of any Award, the Committee may take into account the nature of the
services rendered by the respective Eligible Persons, their present and
potential contributions to the success of the Company, or such other factors as
the Committee, in its discretion, shall deem relevant. Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to full-time or
part-time employees (which term as used herein includes, without limitation,
officers and Directors who are also employees), and an Incentive Stock Option
shall not be granted to an employee of an Affiliate unless such Affiliate is
also a "subsidiary corporation" of the Company within the meaning of Section
424(f) of the Code or any successor provision.
Section 6. Awards
(a) Options. The Committee is hereby authorized to grant
Options to Eligible Persons with the following terms and conditions and with
such additional terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine:
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(i) Exercise Price. The purchase price per Share purchasable
under an Option shall be determined by the Committee and shall not be less than
100% of the Fair Market Value of a Share on the date of grant of such Option;
provided, however, that the Committee may designate a per share exercise price
below Fair Market Value on the date of grant (A) to the extent necessary or
appropriate, as determined by the Committee, to satisfy applicable legal or
regulatory requirements of a foreign jurisdiction or (B) if the Option is
granted in substitution for a stock option previously granted by an entity that
is acquired by or merged with the Company or an Affiliate.
(ii) Option Term. The term of each Option shall be fixed by
the Committee.
(iii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part and the method or methods by which, and the form or forms (including,
without limitation, cash, Shares, promissory notes, other securities, other
Awards or other property, or any combination thereof, having a Fair Market Value
on the exercise date equal to the applicable exercise price) in which, payment
of the exercise price with respect thereto may be made or deemed to have been
made. The Committee may permit a Participant to elect to defer receipt of all or
a portion of the Shares issuable upon exercise of an Option, all on such terms
and conditions as the Committee shall determine (including through the terms of
the Company's FlexComp Plan).
(b) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Eligible Persons subject to the
terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right
granted under the Plan shall confer on the holder thereof a right to receive
upon exercise thereof the excess of (i) the Fair Market Value of one Share on
the date of exercise (or, if the Committee shall so determine, at any time
during a specified period before or after the date of exercise) over (ii) the
grant price of the Stock Appreciation Right as specified by the Committee, which
price shall not be less than 100% of the Fair Market Value of one Share on the
date of grant of the Stock Appreciation Right; provided, however, that the
Committee may designate a per share grant price below Fair Market Value on the
date of grant (A) to the extent necessary or appropriate, as determined by the
Committee, to satisfy applicable legal or regulatory requirements of a foreign
jurisdiction or (B) if the Stock Appreciation Right is granted in substitution
for a stock appreciation right previously granted by an entity that is acquired
by or merged with the Company or an Affiliate. Subject to the terms of the Plan
and any applicable Award Agreement, the grant price, term, methods of exercise,
dates of exercise, methods of settlement and any other terms and conditions of
any Stock Appreciation Right shall be as determined by the Committee. The
Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it may deem appropriate.
(c) Restricted Stock and Restricted Stock Units. The Committee
is hereby authorized to grant Awards of Restricted Stock and Restricted Stock
Units to Eligible Persons with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock and Restricted
Stock Units shall be subject to such restrictions as the Committee may impose
(including, without
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limitation, any limitation on the right to vote a Share of Restricted Stock or
the right to receive any dividend or other right or property with respect
thereto), which restrictions may lapse separately or in combination at such time
or times, in such installments or otherwise, as the Committee may deem
appropriate. The minimum vesting period of such Awards shall be three years from
the date of grant, unless the Award is conditioned on performance of the Company
or an Affiliate or on personal performance (other than continued service with
the Company or an Affiliate), in which case the Award may vest over a period of
at least one year from the date of grant. Notwithstanding the foregoing, the
Committee may permit acceleration of vesting of such Awards in the event of the
Participant's death, disability or retirement or a change in control of the
Company.
(ii) Issuance and Delivery of Shares. Any Restricted Stock
granted under the Plan shall be issued at the time such Awards are granted and
may be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of a stock certificate or certificates,
which certificate or certificates shall be held by the Company. Such certificate
or certificates shall be registered in the name of the Participant and shall
bear an appropriate legend referring to the restrictions applicable to such
Restricted Stock. Shares representing Restricted Stock that is no longer subject
to restrictions shall be delivered to the Participant promptly after the
applicable restrictions lapse or are waived. In the case of Restricted Stock
Units, no Shares shall be issued at the time such Awards are granted. Upon the
lapse or waiver of restrictions and the restricted period relating to Restricted
Stock Units evidencing the right to receive Shares, such Shares shall be issued
and delivered to the holder of the Restricted Stock Units. The Committee may
permit a Participant to elect to transfer shares of Restricted Stock to the
Company in exchange for a deferred compensation right or Restricted Stock Units
or elect to defer receipt of all or a portion of the Shares, cash or other
property subject to Awards of Restricted Stock Units, all on such terms and
conditions as the Committee shall determine (including through the terms of the
Company's FlexComp Plan).
(iii) Forfeiture. Except as otherwise determined by the
Committee, upon a Participant's termination of employment or resignation or
removal as a Director (in either case, as determined under criteria established
by the Committee) during the applicable restriction period, all Shares of
Restricted Stock and all Restricted Stock Units held by the Participant at such
time shall be forfeited and reacquired by the Company; provided, however, that
the Committee may, when it finds that a waiver would be in the best interest of
the Company, waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units.
(d) Dividend Equivalents. The Committee is hereby authorized to
grant Dividend Equivalents to Eligible Persons under which the Participant shall
be entitled to receive payments (in cash, Shares, other securities, other Awards
or other property as determined in the discretion of the Committee) equivalent
to the amount of cash dividends paid by the Company to holders of Shares with
respect to a number of Shares determined by the Committee. Subject to the terms
of the Plan and any applicable Award Agreement, such Dividend Equivalents may
have such terms and conditions as the Committee shall determine.
(e) Stock Awards. The Committee is hereby authorized to grant
to a Director, who is not also an employee of the Company or an Affiliate,
Shares without restrictions thereon,
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as deemed by the Committee to be consistent with the purpose of the Plan.
Subject to the terms of the Plan and any applicable Award Agreement, such Stock
Awards may have such terms and conditions as the Committee shall determine.
(f) Other Stock-Based Awards. The Committee is hereby
authorized to grant to Eligible Persons such other Awards that are denominated
or payable in, valued in whole or in part by reference to, or otherwise based on
or related to, Shares (including, without limitation, securities convertible
into Shares), as are deemed by the Committee to be consistent with the purpose
of the Plan. The Committee shall determine the terms and conditions of such
Awards, subject to the terms of the Plan and the Award Agreement. Shares, or
other securities delivered pursuant to a purchase right granted under this
Section 6(f), shall be purchased for consideration having a value equal to at
least 100% of the Fair Market Value of such Shares or other securities on the
date the purchase right is granted. The consideration paid by the Participant
may be paid by such method or methods and in such form or forms (including,
without limitation, cash, Shares, promissory notes, other securities, other
Awards or other property, or any combination thereof), as the Committee shall
determine.
(g) General.
(i) Consideration for Awards. Awards may be granted for no
cash consideration or for any cash or other consideration as may be determined
by the Committee or required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards
may, in the discretion of the Committee, be granted either alone or in addition
to, in tandem with or in substitution for any other Award or any award granted
under any other plan of the Company or any Affiliate. Awards granted in addition
to or in tandem with other Awards or in addition to or in tandem with awards
granted under any other plan of the Company or any Affiliate may be granted
either at the same time as or at a different time from the grant of such other
Awards or awards.
(iii) Forms of Payment under Awards. Subject to the terms
of the Plan and of any applicable Award Agreement, payments or transfers to be
made by the Company or an Affiliate upon the grant, exercise or payment of an
Award may be made in such form or forms as the Committee shall determine
(including, without limitation, cash, Shares, promissory notes, other
securities, other Awards or other property, or any combination thereof), and may
be made in a single payment or transfer, in installments or on a deferred basis,
in each case in accordance with rules and procedures established by the
Committee. Such rules and procedures may include, without limitation, provisions
for the payment or crediting of reasonable interest on installment or deferred
payments or the grant or crediting of Dividend Equivalents with respect to
installment or deferred payments.
(iv) Term of Awards. The term of each Award shall be for a
period not longer than 10 years from the date of grant.
(v) Limits on Transfer of Awards. Except as otherwise
provided by the Committee or the terms of this Plan, no Award and no right under
any such Award shall be
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transferable by a Participant other than by will or by the laws of descent and
distribution. The Committee may establish procedures as it deems appropriate for
a Participant to designate a Person or Persons, as beneficiary or beneficiaries,
to exercise the rights of the Participant and receive any property distributable
with respect to any Award in the event of the Participant's death. Any
Participant who is subject to Section 16 of the Exchange Act and has reached age
55 and has at least 10 years of service with the Company and its Affiliates may
transfer a Non-Qualified Stock Option to any "family member" (as such term is
defined in the General Instructions to Form S-8 (or any successor to such
Instructions or such Form) under the Securities Act of 1933, as amended) at any
time that such Participant holds such Option, provided that such transfers may
not be for value (i.e., the transferor may not receive any consideration
therefor) and the family member may not make any subsequent transfers other than
by will or by the laws of descent and distribution. Each Award under the Plan or
right under any such Award shall be exercisable during the Participant's
lifetime only by the Participant (except as provided herein or in an Award
Agreement or amendment thereto relating to a Non-Qualified Stock Option) or, if
permissible under applicable law, by the Participant's guardian or legal
representative. No Award or right under any such Award may be pledged,
alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
(vi) Restrictions; Securities Exchange Listing. All Shares
or other securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such restrictions as the Committee may deem
advisable under the Plan, applicable federal or state securities laws and
regulatory requirements, and the Committee may cause appropriate entries to be
made or legends to be placed on the certificates for such Shares or other
securities to reflect such restrictions. If the Shares or other securities are
traded on a securities exchange, the Company shall not be required to deliver
any Shares or other securities covered by an Award unless and until such Shares
or other securities have been admitted for trading on such securities exchange.
Section 7. Amendment and Termination; Corrections.
(a) Amendments to the Plan. The Board of Directors of the
Company may amend, alter, suspend, discontinue or terminate the Plan; provided,
however, that, notwithstanding any other provision of the Plan or any Award
Agreement, prior approval of the shareholders of the Company shall be required
for any amendment to the Plan that:
(i) requires shareholder approval under the rules or
regulations of the Securities and Exchange Commission, the New York Stock
Exchange, any other securities exchange or the National Association of
Securities Dealers, Inc. that are applicable to the Company;
(ii) increases the number of shares authorized under the
Plan as specified in Section 4(a) of the Plan;
(iii) increases the number of shares subject to the
limitations contained in Section 4(d) of the Plan;
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(iv) permits repricing of Options or Stock Appreciation
Rights which is prohibited by Section 3(a)(v) of the Plan; and
(v) permits the award of Options or Stock Appreciation
Rights at a price less than 100% of the Fair Market Value of a Share on the date
of grant of such Option or Stock Appreciation Right, contrary to the provisions
of Sections 6(a)(i) and 6(b)(ii) of the Plan.
(b) Amendments to Awards. Subject to the provisions of the
Plan, the Committee may waive any conditions of or rights of the Company under
any outstanding Award, prospectively or retroactively. Except as otherwise
provided in the Plan, the Committee may amend, alter, suspend, discontinue or
terminate any outstanding Award, prospectively or retroactively, but no such
action may adversely affect the rights of the holder of such Award without the
consent of the Participant or holder or beneficiary thereof.
(c) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award or Award Agreement in the manner and
to the extent it shall deem desirable to implement or maintain the effectiveness
of the Plan.
Section 8. Income Tax Withholding.
In order to comply with all applicable federal, state, local
or foreign income tax laws or regulations, the Company may take such action as
it deems appropriate to ensure that all applicable federal, state, local or
foreign payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of a Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or a portion of the
applicable taxes to be withheld or collected upon exercise or receipt of (or the
lapse of restrictions relating to) an Award, the Committee, in its discretion
and subject to such additional terms and conditions as it may adopt, may permit
the Participant to satisfy such tax obligation by (a) electing to have the
Company withhold a portion of the Shares otherwise to be delivered upon exercise
or receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes or (b) delivering to the Company
Shares other than Shares issuable upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes. The election, if any, must be made on or before the date
that the amount of tax to be withheld is determined.
Section 9. General Provisions.
(a) No Rights to Awards. No Eligible Person, Participant or
other Person shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Eligible Persons,
Participants or holders or beneficiaries of Awards under the Plan. The terms and
conditions of Awards need not be the same with respect to any Participant or
with respect to different Participants.
(b) Award Agreements. No Participant shall have rights under
an Award granted to such Participant unless and until an Award Agreement shall
have been duly executed on behalf of the Company and, if requested by the
Company, signed by the Participant.
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(c) No Rights of Shareholders. Except with respect to
Restricted Stock and Stock Awards, neither a Participant nor the Participant's
legal representative shall be, or have any of the rights and privileges of, a
shareholder of the Company with respect to any Shares issuable upon the exercise
or payment of any Award, in whole or in part, unless and until the Shares have
been issued.
(d) No Limit on Other Compensation Plans or Arrangements.
Nothing contained in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional compensation plans or
arrangements, and such plans or arrangements may be either generally applicable
or applicable only in specific cases.
(e) No Right to Employment or Directorship. The grant of an
Award shall not be construed as giving a Participant the right to be retained as
an employee of the Company or any Affiliate, or a Director to be retained as a
Director, nor will it affect in any way the right of the Company or an Affiliate
to terminate a Participant's employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan or any Award,
unless otherwise expressly provided in the Plan or in any Award Agreement.
(f) Governing Law. The internal law, and not the law of
conflicts, of the State of Florida, shall govern all questions concerning the
validity, construction and effect of the Plan or any Award, and any rules and
regulations relating to the Plan or any Award.
(g) Severability. If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the purpose
or intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction or Award, and the remainder of the Plan or any such Award shall
remain in full force and effect.
(h) No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.
(i) No Fractional Shares. No fractional Shares shall be issued
or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash shall be paid in lieu of any fractional Share or whether
such fractional Share or any rights thereto shall be canceled, terminated or
otherwise eliminated.
(j) Headings. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.
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Section 10. Effective Date of the Plan.
The Plan shall be subject to approval by the shareholders of
the Company at the annual meeting of shareholders of the Company to be held in
2002 and the Plan shall be effective as of the date of such shareholder
approval.
Section 11. Term of the Plan.
Awards may be granted under the Plan until the Plan is
terminated by the Board or until all Shares available for Awards under the Plan
have been purchased or acquired, provided, however, that Incentive Stock Options
may not be granted following the 10-year anniversary of the Board's adoption of
the Plan. The Plan shall remain in effect as long as any Awards are outstanding.
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