MIDSOUTH BANCORP, INC.
1997 STOCK INCENTIVE PLAN
1. Purpose. The purpose of this Plan (the "Plan") is
to increase shareholder value of MidSouth Bancorp, Inc.
("MidSouth") and to advance the interests of it and its
subsidiaries (collectively, the "Company") by furnishing a
variety of economic incentives (the "Incentives") designed
to attract, retain and motivate key employees, officers and
directors and to strengthen the mutuality of interests
between such persons and shareholders. Incentives may
consist of opportunities to purchase or receive shares of
MidSouth common stock (the "Common Stock"), monetary
payments or both, on terms determined under the Plan. As
used in the Plan, the term "subsidiary" means any
corporation of which MidSouth owns (directly or indirectly)
within the meaning of Section 425(f) of the Internal Revenue
Code of 1986, as amended (the "Code"), 50% or more of the
total combined voting power of all classes of stock.
2. Administration.
1 Composition. The Plan shall be administered by
the personnel committee (the "Committee") of MidSouth's
Board of Directors ("Board"). The Committee shall
consist of not fewer than two members of the Board,
each of whom shall qualify as a "non-employee director"
under Rule 16b-3 under the Securities Exchange Act of
1934 (the "1934 Act") and an "outside director" under
Section 162(m) of the Code.
2 Authority. The Committee shall have plenary
authority to award Incentives within Plan limits, to
interpret the Plan, to establish any rules or
regulations relating to the Plan that it determines to
be appropriate, to enter into agreements with
participants as to the terms of the Incentives
("Incentive Agreements") and to make any other
determination that it believes necessary or advisable
for the Plan's proper administration. Its decisions in
matters relating to the Plan shall be final and
conclusive on the Company and participants. The
Committee may delegate its authority hereunder to the
extent provided elsewhere herein. The Committee shall
not have authority to award Incentives under the Plan
to directors of MidSouth who are not also full-time
employees of the Company ("Outside Directors"), but
Outside Directors may receive awards under the Plan as
specifically provided in Section 10 hereof.
3. Eligible Employees. Key employees of the Company
(including officers and directors who are full-time
employees, but excluding Outside Directors) shall become
eligible to receive Incentives under the Plan when
designated by the Committee. Employees may be designated
individually or by groups or categories, as the Committee
deems appropriate. With respect to participants not subject
to Section 16 of the 1934 Act and not covered employees
under Section 162(m) of the Code, the Committee may delegate
its authority to designate participants, to determine the
size and type of Incentives to be received by those
participants and to determine or modify performance
objectives for those participants.
4. Types of Incentives. Incentives may be granted
under the Plan in any of the following forms, either
individually or in combination: (a) incentive stock options
(ISO") and non-qualified stock options ("NQO"); (b) stock
appreciation rights ("SARs"); (c) restricted stock ("ISO");
and (d) performance shares.
5. Shares Subject to the Plan.
1 Number of Shares. Subject to adjustment as
provided in Section 11.5, a total of eight percent of
the shares of Common Stock from time to time
outstanding are authorized to be issued under the Plan.
If a stock option, SAR or performance share granted
hereunder expires or is terminated or canceled prior to
exercise or payment, any shares of Common Stock that
were issuable thereunder may be issued again under the
Plan. If shares of Common Stock are issued as
Incentives under the Plan and thereafter are forfeited
or reacquired by the Company pursuant to rights
reserved upon issuance thereof, such forfeited and
reacquired shares may be issued again under the Plan.
If an Incentive is to be paid in cash by its terms, the
Committee need not make a deduction from the shares of
Common Stock issuable under the Plan with respect
thereto. If and to the extent that an Incentive may be
paid in cash or shares of Common Stock, the total
number of shares available for issuance hereunder shall
be decreased by the number of shares payable under such
Incentive, provided that upon any payment of all or
part of such Incentive in cash, the total number of
shares available for issuance hereunder shall be
increased by the appropriate number of shares
represented by the cash payment, as determined in the
sole discretion of the Committee. Additional rules for
determining the number of shares granted under the Plan
may be made by the Committee, as it deems necessary or
appropriate.
2 Type of Common Stock. Common Stock issued under
the Plan may be authorized and unissued shares or
issued shares held as treasury shares.
6. Stock Options. A stock option is a right to
purchase shares of Common Stock from MidSouth. Stock
options granted under this Plan may be ISOs or NQOs. Any
option that is designated as a NQO shall not be treated as
an ISO. Each stock option granted by the Committee under
this Plan shall be subject to the following terms and
conditions:
1 Price. The exercise price per share shall be
determined by the Committee, subject to adjustment
under Section 11.5; provided that in no event shall the
option price shall not be less than the Fair Market
Value of a share of Common Stock on the date of grant.
2 Number. The number of shares of Common Stock
subject to the option shall be determined by the
Committee, subject to adjustment under Section 11.5.
3 Duration and Time for Exercise. The term and
exercisability of each stock option shall be determined
by the Committee, which may also accelerate the
exercisability of any stock option.
4 Repurchase. Upon approval of the Committee,
MidSouth may repurchase a previously granted stock
option from a participant before it has been exercised
by payment to the participant of the amount per share
by which the Fair Market Value (as defined in Section
11.12) of the Common Stock subject to the option on the
date of purchase exceeds the exercise price.
5 Manner of Exercise. A stock option may be
exercised, in whole or in part, by giving written
notice to Mid South specifying the number of shares of
Common Stock to be purchased and accompanied by the
full purchase price for such shares in United States
dollars. The price may be paid (a) by cash,
uncertified or certified check or bank draft, (b) by
delivery of shares of Common Stock held by the optionee
for at least six months in payment of all or any part
of the option price, which shares shall be valued for
this purpose at the Fair Market Value on the date such
option is exercised, (c) by delivering a properly
executed exercise notice together with irrevocable
instructions to a broker approved by MidSouth (with a
copy to MidSouth) to promptly deliver to MidSouth the
amount of sale or loan proceeds to pay the exercise
price or (d) in such other manner as may be authorized
from time to time by the Committee. In the case of
delivery of an uncertified check upon exercise of a
stock option, no shares shall be issued until the check
has been paid in full. Prior to the issuance of shares
of Common Stock upon the exercise of a stock option, a
participant shall have no rights as a shareholder.
6 Incentive Stock Options. Notwithstanding
anything in the Plan to the contrary, the following
additional provisions shall apply to the grant of stock
options that are intended to qualify as ISOs (as is
defined in Section 422A of the Code):
(a) Any ISO agreement authorized under the
Plan shall contain such other provisions as the
Committee shall deem advisable, but shall in all
events be consistent with and contain or be deemed
to contain all provisions required in order to
qualify the options as ISOs.
(b) All ISO must be granted within ten years
from the date on which this Plan is adopted by the
Board.
(c) Unless sooner exercised, all ISO shall
expire no later than ten years after the date of
grant.
(d) The option price for ISO shall be not
less than the Fair Market Value of the Common Stock
subject to the option on the date of grant.
(e) No ISO shall be granted to any
participant who, at the time such option is
granted, would own (within the meaning of Section
422A of the Code) stock possessing more than 10% of
the total combined voting power of all classes of
stock of the employer corporation or of its parent
or subsidiary corporation.
(f) The aggregate Fair Market Value
(determined with respect to each ISO as of the time
such ISO is granted) of the Common Stock with
respect to which ISO are exercisable for the first
time by a participant during any calendar year
(under the Plan or any other plan of the Company)
shall not exceed $100,000. To the extent this
$100,000 limitation is exceeded, the options that
relate to the excess shall be treated as NQOs.
7. Restricted Stock.
1 Grant of Restricted Stock. The Committee may
award shares of restricted stock to such key employees
as it determines to be eligible pursuant to Section 3.
An award may be subject to the attainment of specified
performance goals or targets, restrictions on transfer,
forfeitability provisions and such other terms and
conditions as the Committee may determine, subject to
the Plan. To the extent restricted stock is intended
to qualify as performance based compensation under
Section 162(m) of the Code, it must meet the additional
requirements imposed thereby.
2 The Restricted Period. At the time an award
of restricted stock is made, the Committee shall
establish a period of time during which the transfer of
the shares shall be restricted (the "Restricted
Period"). Each award of restricted stock may have a
different Restricted Period. A Restricted Period of at
least three years is required, except that if vesting
of the shares is subject to the attainment of specified
performance goals, a Restricted Period of one year or
more is permitted. The expiration of the Restricted
Period shall also occur as provided under Section
11.11.
3 Escrow. The participant receiving restricted
stock shall enter into an Incentive Agreement with
MidSouth setting forth the conditions of the grant.
Certificates representing shares of restricted stock
shall be registered in the name of the participant and
deposited with MidSouth, together with a stock power
endorsed in blank by the participant. Each such
certificate shall bear a legend in substantially the
following form:
The transferability of this certificate and
the shares represented by it is subject to
the terms (including conditions of forfeiture)
of the MidSouth Bancorp, Inc. 1997 Stock
Incentive Plan (the "Plan") and an agreement
entered into between the registered owner and
MidSouth Bancorp, Inc. thereunder. Copies of
the Plan and agreement are on file and
available for inspection at the principal
office of the Company.
4 Dividends on Restricted Stock. Any and all
cash and stock dividends paid with respect to the
shares of restricted stock shall be subject to any
restrictions on transfer, forfeitability provisions or
reinvestment requirements as the Committee may, in its
discretion, prescribe in the Incentive Agreement.
5 Forfeiture. If any shares of restricted stock
are forfeited under the Incentive Agreement (including
any additional shares that may result from the
reinvestment of cash and stock dividends, if so
provided in the Incentive Agreement), such forfeited
shares shall be surrendered and the certificates
canceled. The participants shall have the same rights
and privileges, and be subject to the same forfeiture
provisions, with respect to any additional shares
received pursuant to Section 11.5 due to a
recapitalization, merger or other change in
capitalization.
6 Expiration of Restricted Period. Upon the
expiration or termination of the Restricted Period and
the satisfaction of any other conditions prescribed by
the Committee or at such earlier time as provided for
in Section 7.2 and in the Incentive Agreement, the
restrictions applicable to the restricted stock shall
lapse and a stock certificate for the number of shares
of restricted stock with respect to which the
restrictions have lapsed shall be delivered, free of
all such restrictions and legends other than those
required by law, to the participant or the
participant's estate, as the case may be.
7 Rights as a Shareholder. Subject to the Plan
and to any restrictions on the receipt of dividends
that may be imposed in the Incentive Agreement, each
participant receiving restricted stock shall have all
the rights of a shareholder with respect to such stock
during any period in which such stock is subject to
forfeiture and restrictions on transfer, including
without limitation, the right to vote such stock.
8. Stock Appreciation Rights. A SAR is a right to
receive, without payment to MidSouth, a number of shares of
Common Stock, cash or any combination thereof, the amount of
which is determined pursuant to the formula set forth in
Section 8.4. A SAR may be granted (a) with respect to any
stock option granted under the Plan, either concurrently
with the grant of such option or at such later time as
determined by the Committee (as to all or any portion of the
shares of Common Stock subject to the option), or (b) alone,
without reference to any related option. Each SAR granted
by the Committee under the Plan shall be subject to the
following terms and conditions:
1 Number. The SAR shall relate to such number
of shares of Common Stock as shall be determined by the
Committee, subject to Section 5.1 and subject to
adjustment as provided in Section 11.5. In the case of
a SAR granted with respect to a stock option, the
number of shares of Common Stock to which the SAR
pertains shall be reduced in the same proportion that
the holder of the option exercises the related stock
option.
2 Duration and Time for Exercise. The term and
exercisability of each SAR shall be determined by the
Committee. Unless otherwise provided by the Committee
in the Incentive Agreement, each SAR issued in
connection with a stock option shall become exercisable
at the same time or times, to the same extent and upon
the same conditions as the related stock option. The
Committee may in its discretion accelerate the
exercisability of any SAR at any time.
3 Exercise. A SAR may be exercised, in whole or
in part, by giving written notice to MidSouth,
specifying the number of SARs that the holder wishes to
exercise. MidSouth shall, within 30 days of receipt of
notice of exercise, deliver to the exercising holder
certificates for the shares of Common Stock or cash or
both, as determined by the Committee, to which the
holder is entitled pursuant to Section 8.4.
4 Payment. Subject to the right of the
Committee to deliver cash in lieu of shares of Common
Stock, the number of shares of Common Stock that shall
be issuable upon the exercise of an SAR shall be
determined by dividing:
(a) the number of shares as to which the SAR
is exercised multiplied by the amount by which the
Fair Market Value of the shares of Common Stock
subject to the SAR on the Exercise Date exceeds (1)
in the case of a SAR related to a stock option, the
purchase price of the shares under the option or
(2) in the case of a SAR granted alone, without
reference to a related stock option, an amount
equal to the Fair Market Value of a share of Common
Stock on the date of grant, which shall be
determined by the Committee at the time of grant,
subject to adjustment under Section 11.5); by
(b) the Fair Market Value of a share of Common
Stock on the Exercise Date.
In lieu of issuing shares of Common Stock upon the
exercise of a SAR, the Committee may elect to pay the
holder of the SAR cash equal to the Fair Market Value
on the Exercise Date of any or all of the shares that
otherwise would be issuable. No fractional shares of
Common Stock shall be issued upon the exercise of a
SAR; instead, the holder of a SAR shall be entitled to
receive a cash adjustment equal to the same fraction of
the Fair Market Value of a share of Common Stock on the
Exercise Date or to purchase the portion necessary to
make a whole share at its Fair Market Value on the
Exercise Date.
9. Performance Shares. A performance share consists
of an award that may be paid in shares of Common Stock or in
cash, as described below. The award of performance shares
shall be subject to such terms and conditions as the
Committee deems appropriate.
1 Performance Objectives. Each performance
share will be subject to performance objectives for
MidSouth or one of its subsidiaries, divisions or
departments to be achieved by the end of a specified
period. The number of performance shares awarded shall
be determined by the Committee and may be subject to
such terms and conditions as it shall determine. If the
performance objectives are achieved, each participant
will be paid (a) a number of shares of Common Stock
equal to the number of performance shares initially
granted to him or her; (b) a cash payment equal to the
Fair Market Value of such number of shares of Common
Stock on the date the performance objectives are met or
such other date as may be provided by the Committee or
(c) a combination of shares of Common Stock and cash,
as may be provided by the Committee. If such
objectives are not met, each award may provide for
lesser payments in accordance with a pre-established
formula set forth in the Incentive Agreement.
Notwithstanding the foregoing, unless otherwise
provided in the Incentive Agreement, the Committee may
in its discretion declare the performance objectives
achieved or waived. To the extent a performance share
is intended to qualify as performance based
compensation under Section 162(m) of the Code, it must
meet the additional requirements imposed thereby.
2 Not a Shareholder. The award of performance
shares to a participant shall not create any rights in
such participant as a shareholder of MidSouth, until
the payment of shares of Common Stock with respect to
an award, at which time such stock shall be considered
issued and outstanding.
3 Dividend Equivalent Payments. A performance
share award may be granted in conjunction with
dividend equivalent payment rights or other such
rights. Dividend equivalent payments may be made to
the participant at the time of the payment of the
dividend or issuance of the other right or at the end
of the specified performance period or may be deemed to
be invested in additional performance shares at the
Fair Market Value of a share of Common Stock on the
date of payment of the dividend or issuance of the
right.
10. Stock Options for Outside Directors
1 Eligibility. Each Outside Director who is
serving on the date of adoption of this Plan or who
becomes an Outside Director subsequently shall on the
later of such date of adoption or the second
anniversary of the date he becomes an Outside Director,
be automatically granted a NQO to acquire 6,500 shares
of Common Stock.
2 Exercisability of Stock Options. The stock
options granted to Outside Directors under this Section
10 shall become exercisable as follows:
20% of the total number of shares covered
by the stock options beginning one year
after the date of grant;
40% of the total number of shares covered
by the stock options beginning two years
after the date of grant, less any shares
previously issued;
60% of the total number of shares covered
by the stock options beginning three years
after the date of grant, less any shares
previously issued;
80% of the total number of shares covered
by the stock options beginning four years
after the date of grant, less any shares
previously issued;
100% of the total number of shares covered
by the stock options beginning five years
after the date of grant, less any shares
previously issued;
provided, however, that such stock options shall become
immediately exercisable under Section 11.11 hereof and
in the event of death, disability causing his removal
from the Board, or retirement from the Board on or
after reaching age 65. No stock option granted to an
Outside Director under the terms of this Section 10 may
be exercised more than ten years after the date of
grant.
3 Exercise Price. The per share exercise price
of stock options granted to Outside Directors shall be
equal to 100% of the Fair Market Value of a share of
Common Stock on the date of grant.
4 Exercise after Termination of Board Service.
If an Outside Director ceases to serve on the Board
because of death, retirement on or after reaching age
65, or disability causing his removal from the Board,
all stock options previously granted that are not then
exercisable will expire and the options that are
exercisable must be exercised within six months from
the date of termination of Board service, but in no
event later than ten years after the date of grant. If
an Outside Director ceases to serve on the Board for
any other reason, all options not then exercisable will
expire and all options that are exercisable must be
exercised within 90 days from the date of termination
of Board service, but in no event later than ten years
after the date of grant.
10.5 Certain Provisions Applicable. Sections 6.4
and 6.5 of this Plan shall apply to options granted under
this Section 10.
11. General.
1 Duration. Subject to Section 11.10, the Plan
shall remain in effect until all Incentives granted
under the Plan have either been satisfied by the
issuance of shares of Common Stock or the payment of
cash or been terminated under the terms of the Plan and
all restrictions imposed on shares of Common Stock in
connection with their issuance under the Plan have
lapsed.
2 Transferability of Incentives. Options, SARs
and performance shares granted under the Plan may not
be transferred except:
(a) by will;
(b) by the laws of descent and distribution;
or
(c) in the case of stock options only, if (i)
with respect to options under Section 10, permitted
by the Board or (ii) with respect to all other
options, permitted by the Committee and so provided
in the Incentive Agreement, (iii) pursuant to a
domestic relations order, as defined in the Code,
(iv) to Immediate Family Members, (v) to a
partnership or limited liability company in which
Immediate Family Members, or entities in which
Immediate Family Members are the sole owners,
members or beneficiaries, as appropriate, are the
only partners or members or (vi) to a trust for the
sole benefit of Immediate Family Members.
"Immediate Family Members" means the spouse and
natural or adopted children or grandchildren of the
participant and his or her spouses. To the extent
that an ISO is permitted to be transferred during
the lifetime of the participant, it shall be
treated thereafter as a NQO.
Stock options or SARs may be exercised during the
lifetime of a participant only by the participant, by
the participant's guardian or legal representative or,
in the case of stock options, by a permitted transferee
as provided in (c) above. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of
an Incentive, or levy of attachment or similar process
upon the Incentive not specifically permitted herein,
shall be null and void and without effect.
3 Effect of Termination of Employment or Death.
If an employee participant ceases to be an employee of
the Company for any reason, including death,
disability, early retirement or normal retirement, any
Incentives may be exercised, shall vest or shall expire
at such times as may be determined by the Committee in
the Incentive Agreement.
4 Additional Condition. Anything in this Plan
to the contrary notwithstanding: (a) MidSouth may, if
it determines it necessary or desirable for any reason,
at the time of award of any Incentive or the issuance
of any shares of Common Stock pursuant to any
Incentive, require the recipient, as a condition to the
receipt thereof or to the receipt of shares of Common
Stock issued pursuant thereto, to deliver to MidSouth a
written representation of present intention to acquire
the Incentive or the shares of Common Stock issued
pursuant thereto for his own account for investment and
not for distribution; and (b) if at any time MidSouth
further determines, in its sole discretion, that the
listing, registration or qualification (or any updating
of any such document) of any Incentive or the shares of
Common Stock issuable pursuant thereto is necessary on
any securities exchange or under any federal or state
securities or blue sky law, or that the consent or
approval of any governmental regulatory body is
necessary or desirable as a condition of, or in
connection with the award of any Incentive, the
issuance of shares of Common Stock pursuant thereto, or
the removal of any restrictions imposed on such shares,
such Incentive shall not be awarded or such shares of
Common Stock shall not be issued or such restrictions
shall not be removed, as the case may be, in whole or
in part, unless such listing, registration,
qualification, consent or approval shall have been
effected or obtained free of any conditions not
acceptable to MidSouth.
5 Adjustment. In the event of any merger,
consolidation or reorganization of MidSouth with any
other corporation or corporations, there shall be
substituted for each of the shares of Common Stock then
subject to the Plan, including shares subject to
restrictions, options, or achievement of performance
share objectives, the number and kind of shares of
stock or other securities to which the holders of the
shares of Common Stock will be entitled pursuant to the
transaction. In the event of any recapitalization,
stock dividend, stock split, combination of shares or
other change in the Common Stock, the number of shares
of Common Stock then subject to the Plan, including
shares subject to outstanding Incentives, shall be
adjusted in proportion to the change in outstanding
shares of Common Stock. In the event of any such
adjustments, the purchase price of any option, the
performance objectives of any Incentive, and the shares
of Common Stock issuable pursuant to any Incentive
shall be adjusted as and to the extent appropriate, in
the reasonable discretion of the Committee, to provide
participants with the same relative rights before and
after such adjustment.
6 Incentive Agreements. The terms of each
Incentive other than those granted under Section 10
shall be stated in an agreement approved by the
Committee.
7 Withholding. At any time that a participant
is required to pay to the Company an amount required to
be withheld under the applicable income tax laws in
connection with the issuance of shares of Common Stock
under the Plan or upon the lapse of restrictions on
shares of restricted stock, the participant may,
subject to the Committee's right of disapproval,
satisfy this obligation in whole or in part by electing
(the "Election") to have the Company withhold from the
distribution shares of Common Stock having a value
equal to the amount required to be withheld. The value
of the shares withheld shall be based on the Fair
Market Value of the Common Stock on the date that the
amount of tax to be withheld shall be determined (the
"Tax Date").
Each Election must be made prior to the Tax Date.
The Committee may disapprove of any Election or may
suspend or terminate the right to make Elections. If a
participant makes an election under Section 83(b) of
the Code with respect to shares of restricted stock, an
Election is not permitted to be made.
A participant may also satisfy his or her total tax
liability related to an Incentive by delivering shares
of Common Stock that have been owned by the participant
for at least six months. The value of the shares
delivered shall be based on the Fair Market Value of
the Common Stock on the Tax Date.
8 No Continued Employment. No participant shall
have any right, because of his or her participation, to
continue in the employ of the Company for any period of
time or to any right to continue his or her present or
any other rate of compensation.
9 Deferral Permitted. Payment of cash or
distribution of any shares of Common Stock to which a
participant is entitled under any Incentive shall be
made as provided in the Incentive Agreement. Payment
may be deferred at the option of the participant if
provided in the Incentive Agreement.
10 Amendment of the Plan. The Board may amend or
discontinue the Plan at any time; provided, however,
that no such amendment or discontinuance shall change
or impair, without the consent of the recipient, an
Incentive previously granted; and provided further,
that an amendment to materially increase the number of
shares of Common Stock issuable through the Plan,
materially modify the eligibility requirements or
materially increase the benefits under the Plan must be
approved by the shareholders of MidSouth.
11. Change of Control.
(a) A Change of Control shall mean:
(i) the acquisition by any individual,
entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the 1934 Act) of beneficial
ownership (within the meaning of Rule 13d-3 under
the 1934 Act) of more than 25% of the outstanding
voting power with respect to the election of
directors ("Voting Securities"); provided, however,
that for purposes of this subsection (i), no Change
of Control will be over as a result of acquisition
of Voting Securities: (a) directly from or by the
Company, (b) by any employee benefit plan (or
related trust) sponsored or maintained by the
Company, or (c) by any corporation pursuant to a
transaction that complies with clauses a), b) and
c) of subsection (iii) of this Section; or
(ii) individuals who, as of the date this
Plan was adopted by the Board of Directors (the
"Approval Date"), constitute the Board (the
"Incumbent Board") cease for any reason to
constitute at least a majority of the Board;
provided, however, that any individual becoming a
director subsequent to the Approval Date whose
election, or nomination for election by the
shareholders of the Company, was approved by a vote
of at least a majority of the directors then
comprising the Incumbent Board shall be considered
a member of the Incumbent Board, unless such
individual's initial assumption of office occurs as
a result of an actual or threatened election
contest with respect to the election or removal of
directors or other actual or threatened
solicitation of proxies or consents by or on behalf
of a person other than the Incumbent Board; or
(iii)consummation of a reorganization,
merger or consolidation, or sale or other
disposition of all or substantially all of the
assets of the Company (a "Business Combination"),
in each case unless, following such Business
Combination,
a) all or substantially all of the
individuals and entities who were the
beneficial owners of the outstanding Common
Stock and the Voting Securities of the Company
immediately prior to such Business Combination
have direct or indirect beneficial ownership,
respectively, of more than 50% of the then
outstanding shares of common stock, and more
than 50% of the combined voting power of the
then outstanding voting securities entitled to
vote generally in the election of directors,
of the corporation resulting from such
Business Combination (which, for purposes of
this clause) and clauses b) and c), shall
include a corporation that as a result of such
transaction owns the Company or all or
substantially all of the assets of the Company
either directly or through one or more
subsidiaries), and
b) except to the extent that such
ownership existed prior to the Business
Combination, no person (excluding any
corporation resulting from such Business
Combination or any employee benefit plan or
related trust of the Company or such
corporation resulting from such Business
Combination) beneficially owns, directly or
indirectly, 25% or more of the then
outstanding shares of common stock of the
corporation resulting from such Business
Combination or 25% or more of the combined
voting power of the then outstanding voting
securities of such corporation, and
c) at least a majority of the
members of the board of directors of the
corporation resulting from such Business
Combination were members of the Incumbent
Board at the time of the execution of the
initial agreement, or of the action of the
Board, providing for such Business
Combination; or
(iv) approval by the shareholders of the
Company of a plan of complete liquidation or
dissolution of the Company.
(b) Upon a Change of Control, or immediately
prior to the closing of a transaction that will
result in a Change of Control if consummated, all
outstanding options and SARs granted pursuant to
the Plan shall automatically become fully
exercisable, all restrictions or limitations on any
Incentives shall lapse and all performance criteria
and other conditions relating to the payment of
Incentives shall be deemed to be achieved and
waived by the Company, without the necessity of
action by any person.
(c) The Committee may take such other action
with respect to an Incentive as shall be provided
in an agreement with the holder thereof.
12 Definition of Fair Market Value. "Fair Market
Value" of Common Stock shall be determined for purposes
of this Plan, as follows: (a) if it is listed on an
established stock exchange or any automated quotation
system that provides sale quotations, the closing sale
price for a share on such exchange or quotation system
on the applicable date, or if no sale shall have been
made on that day, on the next preceding day on which
there was a sale; (b) if it is not listed on any
exchange or quotation system, but bid and asked prices
are quoted and published, the mean between the quoted
bid and asked prices on the applicable date, and if bid
and asked prices are not available on such day, on the
next preceding day on which such prices were available;
and (c) if it is not regularly quoted, the fair market
value of a share on the applicable date as established
by the Committee in good faith.
Adopted by the Board of Directors _______________, 1997.
Approved by the Shareholders _______________, 1997.
F:\USERS\5249\COR\012.MID\325.DOC