IFB HOLDINGS, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
1. Plan Purpose.
The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a
means for attracting and retaining directors, advisory directors,
officers and employees of the Corporation and its Affiliates. It
is intended that designated Options granted pursuant to the
provisions of this Plan to persons employed by the Corporation or
its Affiliates will qualify as Incentive Stock Options. Options
granted to persons who are not employees will be Non-Qualified
Stock Options.
2. Definitions.
The following definitions are applicable to the Plan:
"Affiliate" - means any "parent corporation" or
"subsidiary corporation" of the Corporation, as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
"Award" - means the grant of an Incentive Stock Option,
a Non-Qualified Stock Option, a Stock Appreciation Right, a
Limited Stock Appreciation Right, or any combination thereof, as
provided in the Plan.
"Bank" - means Investors Federal Bank, National
Association, and any successor entity.
"Board" or "Board of Directors"- means the board of
directors of the Corporation or its Affiliate, as applicable.
"Change in Control" of the Bank or the Corporation
means a change in control of a nature that: (i) would be required
to be reported in response to Item 1(a) of the current report on
Form 8-K, as in effect on the date hereof, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"); or (ii) results in a Change in Control of the Bank or the
Corporation within the meaning of the Bank Holding Company Act of
1956, as amended ("BHCA"), and applicable rules and regulations
promulgated thereunder, as in effect at the time of the Change in
Control; or (iii) without limitation such a Change in Control
shall be deemed to have occurred at such time as (a) any "person"
(as the term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 25% or more of the
combined voting power of Corporation's outstanding securities
except for any securities purchased by the Bank's employee stock
ownership plan or trust; or (b) individuals who constitute the
Board on the date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided,
however, that this subsection (b) shall not apply if the
Incumbent Board is replaced by the appointment by a Federal
banking agency of a conservator or receiver for the Bank and,
provided further that any person becoming a director subsequent
to the date hereof whose election was approved by a vote of at
least two-thirds of the directors comprising the Incumbent Board,
or whose nomination for election by the Corporation's
stockholders was approved by the same nominating committee
serving under an Incumbent Board, shall be, for purposes of this
clause (b), considered as though he were a member of the
Incumbent Board; or (c) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the
Bank or the Corporation or similar transaction in which the Bank
or Corporation is not the surviving institution occurs; or (d) a
proxy statement soliciting proxies from stockholders of the
Corporation, by someone other than the current management of the
Corporation, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Corporation or
Bank or similar transaction with one or more corporations as a
result of which the outstanding shares of the class of securities
then subject to such plan or transaction are to be exchanged for
or converted into cash or property or securities not issued by
the Bank or Corporation shall be distributed and the requisite
number of proxies approving such plan of reorganization, merger
or consolidation of the Corporation or Bank are received and
voted in favor of such transactions; or (e) a tender offer is
made for 25% or more of the outstanding securities of the Bank or
Corporation and the shareholders owning beneficially or of record
25% or more of the outstanding securities of the Bank or
Corporation have tendered or
offered to sell their shares pursuant to such tender offer and
such tendered shares have been accepted by the tender offeror.
"Code" - means the Internal Revenue Code of 1986, as
amended.
"Committee" - means the Committee referred to in
Section 3 hereof.
"Continuous Service" - means the absence of any
interruption or termination of service as a director, advisory
director, officer or employee of the Corporation or an Affiliate,
except that when used with respect to persons granted an
Incentive Option means the absence of any interruption or
termination of service as an employee of the Corporation or an
Affiliate. Service shall not be considered interrupted in the
case of sick leave, military leave or any other leave of absence
approved by the Corporation or in the case of transfers between
payroll locations of the Corporation or between the Corporation,
its parent, its subsidiaries or its successor. With respect to
any advisory director, continuous service shall mean availability
to perform such functions as may be required of such persons.
"Corporation" - means IFB Holdings, Inc., a Delaware
corporation.
"Disability" - means the permanent and total inability
by reason of mental or physical infirmity, or both, of an
employee to perform the work customarily assigned to him.
Additionally, a medical doctor selected or approved by the Board
must advise the committee that it is either not possible to
determine when such Disability will terminate or that it appears
probable that such Disability will be permanent during the
remainder of said Participant's lifetime.
"Employee" - means any person, including an officer or
director, who is employed by the Corporation or any Affiliate.
"ERISA" - means the Employee Retirement Income Security
Act of 1974, as amended.
"Exercise Price" - means (i) in the case of an Option,
the price per Share at which the Shares subject to such Option
may be purchased upon exercise of such Option and (ii) in the
case of a Right, the price per Share (other than the Market Value
per Share on the date of exercise and the Offer Price per Share
as defined in Section 10 hereof) which, upon grant, the Committee
determines shall be utilized in calculating the aggregate value
which a Participant shall be entitled to receive pursuant to
Sections 9, 10 or 12 hereof upon exercise of such Right.
"Incentive Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof
which is subject to the limitations and restrictions of Section 8
hereof and is intended to qualify under Section 422 of the Code.
"Limited Stock Appreciation Right" - means a stock
appreciation right with respect to Shares granted by the
Committee pursuant to Sections 6 and 10 hereof.
"Market Value" - means the average of the high and low
quoted sales price on the date in question (or, if there is no
reported sale on such date, on the last preceding date on which
any reported sale occurred) of a Share on the Composite Tape for
the New York Stock Exchange-Listed Stocks, or, if on such date
the Shares are not quoted on the Composite Tape, on the New York
Stock Exchange, or, if the Shares are not listed or admitted to
trading on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act
of 1934 on which the Shares are listed or admitted to trading,
or, if the Shares are not listed or admitted to trading on any
such exchange, the mean between the closing high bid and low
asked quotations with respect to a Share on such date on the
NASDAQ System, or any similar system then in use, or, if no such
quotations are available, the fair market value on such date of a
Share as the Committee shall reasonably determine.
"Non-Employee Director" - means a Director who (a) is
not employed by the Corporation or an Affiliate; (b) does not
receive compensation directly or indirectly as a consultant (or
in any other capacity than as a director) greater than $60,000;
(c) does not have an interest in a transaction requiring
disclosure under Item 404(a) of Regulation
S-K; or (d) is not engaged in a business relationship for which
disclosure would be required pursuant to Item 404(b) of
Regulation S-K.
"Non-Qualified Stock Option" - means an option to
purchase Shares granted by the Committee pursuant to Section 6
hereof to (i) a Director who is not an employee of the
Corporation or Affiliate or (ii) to any other Participant and
such Option is either (A) not designated by the Committee as an
Incentive Stock Option, or (B) fails to satisfy the requirements
of an Incentive Stock Option as set forth in Section 422 of the
Code and the regulations thereunder.
"Normal Retirement" means retirement after reaching 65
years of age.
"Option" - means an Incentive Stock Option or a Non-
Qualified Stock Option.
"Outside Director" - means a director of the
Corporation or an Affiliate who is not an employee of the
Corporation or an Affiliate.
"Participant" - means any director, advisory director,
officer or employee of the Corporation or any Affiliate who is
selected by the Committee to receive an Award.
"Plan" - means the 1997 Stock Option and Incentive Plan
of the Corporation.
"Related" - means (i) in the case of a Right, a Right
which is granted in connection with, and to the extent
exercisable, in whole or in part, in lieu of, an Option or
another Right and (ii) in the case of an Option, an Option with
respect to which and to the extent a Right is exercisable, in
whole or in part, in lieu thereof has been granted.
"Right" - means a Limited Stock Appreciation Right or a
Stock Appreciation Right.
"Shares" - means the shares of common stock of the
Corporation.
"Stock Appreciation Right" - means a stock appreciation
right with respect to Shares granted by the Committee pursuant to
Sections 6 and 9 hereof.
"Termination for Cause" - means the termination of
employment or termination of service on the Board caused by the
individual's personal dishonesty, willful misconduct, any breach
of fiduciary duty involving personal profit, intentional failure
to perform stated duties, or the willful violation of any law,
rule or regulation (other than traffic violations or similar
offenses), or a final cease-and-desist order, any of which
results in material loss to the Corporation or one of its
Affiliates.
3. Administration.
The Plan shall be administered by a Committee of the
Board consisting of either (i) at least two Non-Employee
Directors of the Corporation, or (ii) the entire Board of the
Corporation. Except as limited by the express provisions of the
Plan, the Committee shall have sole and complete authority and
discretion, to (i) select Participants and grant Awards; (ii)
determine the number of Shares to be subject to types of Awards
generally, as well as to individual Awards granted under the
Plan; (iii) determine the terms and conditions upon which Awards
shall be granted under the Plan; (iv) describe the form and terms
of instruments evidencing such grants; and (v) establish from
time to time regulations for the administration of the Plan,
interpret the Plan, and make all determinations deemed necessary
or advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum,
and the acts of a majority of the members present at any meeting
at which a quorum is present, or acts approved in writing by a
majority of the Committee without a meeting, shall be acts of the
Committee.
4. Participation in Committee Awards.
The Committee may select from time to time Participants
in the Plan from those directors, advisory directors, directors
emeriti, officers and employees, of the Corporation or its
Affiliates who, in the opinion of the Committee, have the
capacity for contributing to the successful performance of the
Corporation or its Affiliates.
5. Shares Subject to Plan.
Subject to adjustment by the operation of Section 11
hereof, the maximum number of Shares with respect to which Awards
may be made under the Plan is ten (10%) of the total Shares
issued in the Bank's conversion to capital stock form. The
Shares with respect to which Awards may be made under the Plan
may be either authorized and unissued shares or issued shares
heretofore or hereafter reacquired and held as treasury shares.
Shares which are subject to Related Rights and Related Options
shall be counted only once in determining whether the maximum
number of Shares with respect to which Awards may be granted
under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to any
Option or Right which terminates and new Awards may be granted
under the Plan with respect to the number of Shares as to which
such termination has occurred.
6. General Terms and Conditions of Options and Rights.
The Committee shall have full and complete authority
and discretion, except as expressly limited by the Plan, to grant
Options and/or Rights and to provide the terms and conditions
(which need not be identical among Participants) thereof. In
particular, the Committee shall prescribe the following terms and
conditions: (i) the Exercise Price of any Option or Right, which
shall not be less than the Market Value per Share at the date of
grant of such Option or Right, (ii) the number of Shares subject
to, and the expiration date of, any Option or Right, which
expiration date shall not exceed ten years from the date of
grant, (iii) the manner, time and rate (cumulative or otherwise)
of exercise of such Option or Right, and (iv) the restrictions,
if any, to be placed upon such Option or Right or upon Shares
which may be issued upon exercise of such Option or Right.
Furthermore, at the time of any Award, the Participant shall
enter into an agreement with the Corporation in a form specified
by the Committee, agreeing to the terms and conditions of the
Award and such other matters as the Committee, in its sole
discretion, shall determine (the "Option Agreement").
7. Exercise of Options or Rights.
(a) Except as provided herein, an Incentive Stock
Option or Related Right granted under the Plan shall be
exercisable during the lifetime of the Participant to whom such
Incentive Stock Option or Related Right was granted only by such
Participant. Except as provided in paragraphs (c) and (d) of
this Section 7, no Option or Right may be exercised unless at the
time such Participant exercises such Option or Right, such
Participant has maintained Continuous Service since the date of
grant of such Option or Right.
(b) To exercise an Option or Right under the Plan, the
Participant to whom such Option or Right was granted shall give
written notice to the Corporation in form satisfactory to the
Committee (and, if partial exercises have been permitted by the
Committee, by specifying the number of Shares with respect to
which such Participant elects to exercise such Option or Right)
together with full payment of the Exercise Price, if any and to
the extent required. The date of exercise shall be the date on
which such notice is received by the Corporation. Payment, if
any is required, shall be made either (i) in cash (including
check, bank draft or money order) or (ii) if permitted by the
Committee, (A) by delivering Shares already owned by the
Participant and having a fair market value equal to the
applicable exercise price, such fair market value to be
determined in such appropriate manner as may be provided by the
Committee or as may be required in order to comply with or to
conform to requirements of any applicable laws or regulations,
(B) by delivering a combination of cash and such Shares, or (C)
by a "cashless exercise". Upon a cashless exercise, the
Participant shall give the Corporation written notice of the
exercise of the Option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of
the Common Stock subject to the Option and to deliver enough of
the proceeds to the Corporation to pay the Option exercise price
and any applicable withholding taxes. If the Participant does
not sell the Common Stock subject to the Option through a
registered broker-dealer or equivalent third party, the Optionee
can give the Corporation written notice of the exercise of the
Option and the third party purchaser of the Common Stock subject
to the Option shall pay the Option exercise price plus applicable
withholding taxes to the Corporation.
(c) If a Participant to whom an Option or Right was
granted shall cease to maintain Continuous Service for any reason
(excluding death, Disability, Normal Retirement, following a
Change in Control, or Termination For Cause), such Participant
may, but only within the period of three months immediately
succeeding such cessation of Continuous Service and in no event
after the expiration date of such Option or Right, exercise such
Option or Right to the extent that such Participant was entitled
to exercise such Option or Right at the date of such cessation,
provided, however, that such right of exercise shall not be
available to a Participant if the Committee otherwise determines
and so provides in the applicable instrument or instruments
evidencing the grant of such Option or Right. If a Participant
to whom an Option or Right was granted shall cease to maintain
Continuous Service by reason of death, Disability, Normal
Retirement or following a Change in Control, then, unless the
Committee shall have otherwise provided in the instrument
evidencing the grant of an Option or Right, all Options and
Rights granted, whether or not fully exercisable, shall become
exercisable in full upon the happening of such event and shall
remain so exercisable for a period of one year following the date
of his cessation of Continuous Service, provided, however, that
any such Option shall not be eligible for treatment as an
Incentive Stock Option in the event such Option is exercised more
than three months following the date of his Normal Retirement or
Change in Control; and provided further, that no Option shall be
eligible for treatment as an Incentive Stock Option in the event
such Option is exercised more than one year following cessation
of Continuous Service due to Disability and provided further, in
order to obtain Incentive Stock Option treatment for Options
exercised by heirs or devisees of an Optionee, the Optionee's
death must have occurred while employed or within three (3)
months of termination of employment. In no event shall the
exercise period extend beyond the expiration of the Incentive
Stock Option term. If the Continuous Service of a Participant to
whom an Option or Right was granted by the Corporation is
terminated in a Termination for Cause, all rights under any
Option or Right of such Participant shall expire immediately upon
the effective date of such termination.
(d) In the event of the death of a Participant while
in the Continuous Service of the Corporation or an Affiliate or
within the one-year period referred to in paragraph (c) of this
Section 7, the person to whom any Option or Right held by the
Participant at the time of his death is transferred by will or
the laws of descent and distribution, may, but only to the extent
such Participant was entitled to exercise such Option or Right
immediately prior to his death, exercise such Option or Right at
any time within a period of one year succeeding the date of death
of such Participant, but in no event later than ten years from
the date of grant of such Option or Right. Following the death
of any Participant to whom an Option was granted under the Plan,
irrespective of whether any Related Right shall have theretofore
been granted to the Participant or whether the person entitled to
exercise such Related Right desires to do so, the Committee may,
as an alternative means of settlement of such Option, elect to
pay to the person to whom such Option is transferred by will or
by the laws of descent and distribution, the amount by which the
Market Value per Share on the date of exercise of such Option
shall exceed the Exercise Price of such Option, multiplied by the
number of Shares with respect to which such Option is properly
exercised. Any such settlement of an Option shall be considered
an exercise of such Option for all purposes of the Plan.
(e) Notwithstanding the provisions of subparagraphs
(c) and (d) above, the Committee may, in its sole discretion,
establish different terms and conditions pertaining to the effect
of termination to the extent permitted by applicable federal and
state law.
8. Incentive Stock Options.
Incentive Stock Options may be granted only to
Participants who are Employees. Any provision of the Plan to the
contrary notwithstanding, (i) no Incentive Stock Option shall be
granted more than ten years from the date the Plan is adopted by
the Board of Directors of the Corporation and no Incentive Stock
Option shall be exercisable more than ten years from the date
such Incentive Stock Option is granted, (ii) the Exercise Price
of any Incentive Stock Option shall not be less than the Market
Value per Share on the date such Incentive Stock Option is
granted, (iii) any Incentive Stock Option shall not be
transferable by the Participant to whom such Incentive Stock
Option is granted other than by will or the laws of descent and
distribution, and shall be exercisable during such Participant's
lifetime only by such Participant, (iv) no Incentive Stock Option
shall be granted to any individual who, at the time such
Incentive Stock Option is granted, owns stock possessing more
than ten percent of the total combined voting power of all
classes of stock of the Corporation or any Affiliate unless the
Exercise Price of such Incentive Stock Option is at least 110
percent of the Market Value per Share at the date of grant and
such Incentive Stock Option is not exercisable after the
expiration of five years from the date such Incentive Stock
Option is granted, and (v) the aggregate Market Value (determined
as of the time any Incentive Stock Option is granted) of the
Shares with respect to which Incentive Stock Options are
exercisable for the first time by a Participant in any calendar
year shall not exceed $100,000.
9. Stock Appreciation Rights.
A Stock Appreciation Right shall, upon its exercise,
entitle the Participant to whom such Stock Appreciation Right was
granted to receive a number of Shares or cash or combination
thereof, as the Committee in its discretion shall determine, the
aggregate value of which (i.e., the sum of the amount of cash
and/or Market Value of such Shares on date of exercise) shall
equal (as nearly as possible, it being understood that the
Corporation shall not issue any fractional shares) the amount by
which the Market Value per Share on the date of such exercise
shall exceed the Exercise Price of such Stock Appreciation Right,
multiplied by the number of Shares with respect of which such
Stock Appreciation Right shall have been exercised. A Stock
Appreciation Right may be Related to an Option or may be granted
independently of any Option as the Committee shall from time to
time in each case determine. At the time of grant of an Option
the Committee shall determine whether and to what extent a
Related Stock Appreciation Right shall be granted with respect
thereto; provided, however, and notwithstanding any other
provision of the Plan, that if the Related Option is an Incentive
Stock Option, the Related Stock Appreciation Right shall satisfy
all the restrictions and limitations of Section 8 hereof as if
such Related Stock Appreciation Right were an Incentive Stock
Option and as if other rights which are Related to Incentive
Stock Options were Incentive Stock Options. In the case of a
Related Option, such Related Option shall cease to be exercisable
to the extent of the Shares with respect to which the Related
Stock Appreciation Right was exercised. Upon the exercise or
termination of a Related Option, any Related Stock Appreciation
Right shall terminate to the extent of the Shares with respect to
which the Related Option was exercised or terminated.
10. Limited Stock Appreciation Rights.
At the time of grant of an Option or Stock Appreciation
Right to any Participant, the Committee shall have full and
complete authority and discretion to also grant to such
Participant a Limited Stock Appreciation Right which is Related
to such Option or Stock Appreciation Right; provided, however and
notwithstanding any other provision of the Plan, that if the
Related Option is an Incentive Stock Option, the Related Limited
Stock Appreciation Right shall satisfy all the restrictions and
limitations of Section 8 hereof as if such Related Limited Stock
Appreciation Right were an Incentive Stock Option and as if all
other Rights which are Related to Incentive Stock Options were
Incentive Stock Options. In no event shall a Limited Stock
Appreciation Right be exercisable in whole or in part before the
expiration of six months from the date of grant of the Limited
Rights. A Limited Right may be exercised only in the event of a
Change in Control of the Corporation.
A Limited Stock Appreciation Right shall, upon its
exercise, entitle the Participant to whom such Limited Stock
Appreciation Right was granted to receive an amount of cash equal
to the amount by which the Market Value on the date of such
exercise, as shall have been provided by the Committee in its
discretion at the time of grant, shall exceed the Exercise Price
of such Limited Stock Appreciation Right, multiplied by the
number of Shares with respect to which such Limited Stock
Appreciation Right shall have been exercised. Upon the exercise
of a Limited Stock Appreciation
Right, any Related Option and/or Related Stock Appreciation Right
shall cease to be exercisable to the extent of the Shares with
respect to which such Limited Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option
or Related Stock Appreciation Right, any Related Limited Stock
Appreciation Right shall terminate to the extent of the Shares
with respect to which such Related Option or Related Stock
Appreciation Right was exercised or terminated. In the event of
a Change in Control in which pooling accounting treatment is a
condition to the transaction, the Limited Right shall be
exercised solely for shares of stock of the Corporation, or in
the event of a merger transaction, for shares of the acquiring
corporation or its parent, as applicable. The number of shares
to be received on the exercise of such Limited Right shall be
determined by dividing the amount of cash that would have been
available under the first sentence above by the Market Value at
the time of exercise of the shares underlying the Option subject
to the Limited Right.
11. Adjustments Upon Changes in Capitalization.
In the event of any change in the outstanding Shares
subsequent to the effective date of the Plan by reason of any
reorganization, recapitalization, stock split, stock dividend,
pro rata return of capital to all shareholders, combination or
exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum
aggregate number and class of shares as to which Awards may be
granted under the Plan and the number, class and exercise price
of shares with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive; provided, however, that no
such adjustments may be made which will change materially the
value of benefits available to a Participant under a previously
granted Award. With respect to Incentive Stock Options, no such
adjustment shall be made if it would be deemed a "modification"
of the Award under Section 424 of the Code.
12. Effect of Merger.
In the event of any merger, consolidation or
combination of the Corporation (other than a merger,
consolidation or combination in which the Corporation is the
continuing entity and which does not result in the outstanding
Shares being converted into or exchanged for different
securities, cash or other property, or any combination thereof)
pursuant to a plan or agreement the terms of which are binding
upon all stockholders of the Corporation (except to the extent
that dissenting stockholders may be entitled, under statutory
provisions or provisions contained in the certificate of
incorporation, to receive the appraised or fair value of their
holdings), any Participant to whom an Option or Right has been
granted at least six months prior to such event shall have the
right (subject to the provisions of the Plan and any limitation
or vesting period applicable to such Option or Right), thereafter
and during the term of each such Option or Right, to receive upon
exercise of any such Option or Right an amount equal to the
excess of the fair market value on the date of such exercise of
the securities, cash or other property, or combination thereof,
receivable upon such merger, consolidation or combination in
respect of a Share over the Exercise Price of such Right or
Option, multiplied by the number of Shares with respect to which
such Option or Right shall have been exercised. Such amount may
be payable fully in cash, fully in one or more of the kind or
kinds of property payable in such merger, consolidation or
combination, or partly in cash and partly in one or more of such
kind or kinds of property, all in the discretion of the
Committee.
13. Assignments and Transfers.
No Award of Incentive Stock Options nor any right or
interest of a Participant under the Plan in any instrument
evidencing any Award of Incentive Stock Options under the Plan
may be assigned, encumbered or transferred except, in the event
of the death of a Participant, by will or the laws of descent and
distribution. In the discretion of the Board, all or any Non-
Qualified Stock Options granted hereunder may be transferable by
the Participant, provided, however, that the Board may limit the
transferability of such Option or Options to a designated class
or classes of persons.
14. Employee Rights Under the Plan.
No director, officer or employee shall have a right to
be selected as a Participant nor, having been so selected, to be
selected again as a Participant and no director, officer,
employee or other person shall have any claim or right to be
granted an Award under the Plan or under any other incentive or
similar plan of the Corporation or any
Affiliate. Neither the Plan nor any action taken thereunder
shall be construed as giving any employee any right to be
retained in the employ of the Corporation or any Affiliate.
15. Delivery and Registration of Stock.
The Corporation's obligation to deliver Shares with
respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the
investment intention of the Participant to whom such Shares are
to be delivered, in such form as the Committee shall determine to
be necessary or advisable to comply with the provisions of the
Securities Act of 1933 or any other Federal, state or local
securities legislation or regulation. It may be provided that
any representation requirement shall become inoperative upon a
registration of the Shares or other action eliminating the
necessity of such representation under such Securities Act or
other securities legislation. The Corporation shall not be
required to deliver any Shares under the Plan prior to (i) the
admission of such shares to listing on any stock exchange or
other system on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such
Shares under any state or Federal law, rule or regulation, as the
Committee shall determine to be necessary or advisable.
This Plan is intended to comply with Rule 16b-3 under
the Securities Exchange Act of 1934. Any provision of the Plan
which is inconsistent with said Rule shall, to the extent of such
inconsistency, be inoperative and shall not affect the validity
of the remaining provisions of the Plan.
16. Withholding Tax.
The Corporation shall have the right to deduct from all
amounts paid in cash with respect to the exercise of a Right
under the Plan any taxes required by law to be withheld with
respect to such cash payments. Where a Participant or other
person is entitled to receive Shares pursuant to the exercise of
an Option or Right pursuant to the Plan, the Corporation shall
have the right to require the Participant or such other person to
pay the Corporation the amount of any taxes which the Corporation
is required to withhold with respect to such Shares, and may, in
its sole discretion, withhold sufficient Shares to cover the
amount of taxes which the Corporation is required to withhold.
17. Amendment or Termination.
The Board of Directors of the Corporation may amend,
suspend or terminate the Plan or any portion thereof at any time,
provided, however, that no such amendment, suspension or
termination shall impair the rights of any Participant, without
his consent, in any Award made pursuant to the Plan. Any
amendment or modification of the Plan or an outstanding Award
under the Plan, including but not limited to the acceleration of
vesting of an outstanding Award for reasons other than death,
Disability, Normal Retirement or a Change in Control, shall be
approved by the Committee or the full Board of the Corporation.
18. Effective Date and Term of Plan.
The Plan shall become effective on January 1, 1998,
following its ratification by stockholders of the Corporation.
It shall continue in effect for a term of ten years from the
effective date unless sooner terminated under Section 17 hereof.