Exhibit 10(a)
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.
(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.
2
(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) interpret and administer the Plan and any instrument or agreement,
including any Award Agreement, relating to the Plan; (ix) 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 (x) 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 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.
3
(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 (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 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
4
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:
(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.
5
(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.
(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 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.
6
(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.
(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, 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,
7
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 or in installments, 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 payments or the grant or crediting of Dividend
Equivalents with respect to installment 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 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
8
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;
(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
9
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.
(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
10
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.
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.
Approved by Board effective July 26, 2002, subject to shareholder approval
Approved by shareholders September 19, 2002
Amended March 19, 2003
11