AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED*
1. Purpose of the Plan.
The purpose of this Plan is to advance the interests of the Company
through providing select key Employees and Directors of the Company and
its Affiliates with the opportunity to acquire Shares. By encouraging
such stock ownership, the Company seeks to attract, retain and motivate
the best available personnel for positions of substantial responsibility
and to provide additional incentive to Directors and key Employees of the
Company or any Affiliate to promote the success of the business.
2. Definitions.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section
424(e) and (f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered into in
accordance with Paragraph 5(c).
(c) "Awards" shall mean, collectively, Options, SARs, and Deferred
Stock Awards (unless the context clearly indicates a different
meaning).
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with Paragraph 5(a) hereof.
(g) "Common Stock" shall mean the common stock of the Company.
(h) "Company" shall mean Ameriana Bancorp.
(i) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company
or an Affiliate. Continuous Service shall not be considered
interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Company, in the case of transfers
between payroll locations of the Company or between the Company,
an Affiliate or a successor, or in the case of a Director's
performance of services in an emeritus or advisory capacity.
(i-A) "Deferred Stock Award" shall mean an award made pursuant to
Paragraph 10A of the Plan.
(j) "Director" shall mean any member of the Board, and any member of
the board of directors of any Affiliate that the Board has by
resolution designated as being eligible for participation in this
Plan.
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* Includes the 1996 Amendment, 1997 Amendment, 1998 Amendment, and Second 1998
Amendment.
(k) "Disability" shall mean a physical or mental condition, which in
the sole and absolute discretion of the Committee, is reasonably
expected to be of indefinite duration and to substantially prevent
a Participant from fulfilling his or her duties or
responsibilities to the Company or an Affiliate.
(l) "Effective Date" shall mean the date specified in Paragraph 14
hereof.
(m) "Employee" shall mean any person employed by the Company or an
Affiliate.
(n) "Exercise Price" shall mean the price per Optioned Share at which
an Option or SAR may be exercised.
(o) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be
and is identified as an "incentive stock option" within the
meaning of Section 422 of the Code.
(p) "Market Value" shall mean the fair market value of the Common
Stock, as determined under Paragraph 7(b) hereof.
(q) "Non-Employee Director" shall have the meaning provided in Rule
16b-3.
(r) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be
and is not identified as an ISO.
(s) "Option" means an ISO and/or a Non-ISO.
(t) "Optioned Shares" shall mean Shares subject to an Award granted
pursuant to this Plan.
(u) "Participant" shall mean any person who receives an Award pursuant
to the Plan.
(v) "Plan" shall mean this Ameriana Bancorp 1996 Stock Option and
Incentive Plan.
(w) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(x) "Share" shall mean one share of Common Stock.
(y) "SAR" (or "Stock Appreciation Right") means a right to receive the
appreciation in value, or a portion of the appreciation in value,
of a specified number of shares of Common Stock.
(z) "Year of Service" shall mean a full twelve-month period, measured
from the date of an Award and each annual anniversary of that
date, during which a Participant has not terminated Continuous
Service for any reason.
3. Term of the Plan and Awards.
(a) Term of the Plan. The Plan shall continue in effect for a term of
ten years from the Effective Date, unless sooner terminated
pursuant to Paragraph 16 hereof. No Award shall be granted under
the Plan after five years from the Effective Date.
(b) Term of Awards. The term of each Award granted under the Plan
shall be established by the Committee, but shall not exceed 10
years; provided, however, that in the case of an Employee who
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owns Shares representing more than 10% of the outstanding Common
Stock at the time an ISO is granted, the term of such ISO shall
not exceed five years; and provided further that the term of a
Deferred Stock Award may exceed 10 years if the Agreement granting
the Deferred Stock Award specifically provides for a term that
expires no more than 10 years after termination of a Participant's
Continuous Service.
4. Shares Subject to the Plan.
(a) General Rule. Except as otherwise required under Section 11, the
aggregate number of Shares deliverable pursuant to Awards shall
not exceed 320,0001 Shares. Such Shares may either be (i)
authorized but unissued Shares, (ii) Shares held in treasury, or
(iii) shares held in a grantor trust maintained by the Company. If
any Awards should expire, become unexercisable, or be forfeited
for any reason without having been exercised, the Optioned Shares
shall, unless the Plan shall have been terminated, be available
for the grant of additional Awards under the Plan.
(b) Special Rule for SARs. The number of Shares with respect to which
an SAR is granted, but not the number of Shares which the Company
delivers or could deliver to an Employee or individual upon
exercise of an SAR, shall be charged against the aggregate number
of Shares remaining available under the Plan; provided, however,
that in the case of an SAR granted in conjunction with an Option,
under circumstances in which the exercise of the SAR results in
termination of the Option and vice versa, only the number of
Shares subject to the Option shall be charged against the
aggregate number of Shares remaining available under the Plan. The
Shares involved in an Option as to which option rights have
terminated by reason of the exercise of a related SAR, as provided
in Paragraph 10 hereof, shall not be available for the grant of
further Options under the Plan.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be administered by
the Committee, which shall consist of not less than two (2)
members of the Board who are Non-Employee Directors. Members of
the Committee shall serve at the pleasure of the Board. In the
absence at any time of a duly appointed Committee, the Plan shall
be administered by those members of the Board who are Non-Employee
Directors.
(b) Powers of the Committee. Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board, the
Committee shall have sole and complete authority and discretion
(i) to select Participants and grant Awards, (ii) to determine the
form and content of Awards to be issued in the form of Agreements
under the Plan, (iii) to interpret the Plan, (iv) to prescribe,
amend and rescind rules and regulations relating to the Plan, and
(v) to make other determinations necessary or advisable for the
administration of the Plan. The Committee shall have and may
exercise such other power and authority as may be delegated to it
by the Board from time to time. A majority of the entire Committee
shall constitute a quorum and the action 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 deemed the action of the Committee.
(c) Agreement. Each Award shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee.
Each such Agreement shall constitute a binding contract between
the Company and the Participant, and every Participant, upon
acceptance of such
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/1/ Reflects four-for-three stock split in the form of a stock dividend
effective March 15, 1996.
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Agreement, shall be bound by the terms and restrictions of the
Plan and of such Agreement. The terms of each such Agreement shall
be in accordance with the Plan, but each Agreement may include
such additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional
provisions and restrictions are not inconsistent with the terms of
the Plan. In particular, the Committee shall set forth in each
Agreement (i) the Exercise Price of an Option or SAR, (ii) the
number of Shares subject to, and the expiration date of, the
Award, (iii) the manner, time and rate (cumulative or otherwise)
of exercise or vesting of such Award, and (iv) the restrictions,
if any, to be placed upon such Award, or upon Shares which may be
issued upon exercise of such Award.
The Chairman of the Committee and such other Directors and
officers as shall be designated by the Committee are hereby
authorized to execute Agreements on behalf of the Company and to
cause them to be delivered to the recipients of Awards.
(d) Effect of the Committee's Decisions. All decisions, determinations
and interpretations of the Committee shall be final and conclusive
on all persons affected thereby.
(e) Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Committee
shall be indemnified by the Company in connection with any claim,
action, suit or proceeding relating to any action taken or failure
to act under or in connection with the Plan or any Award, granted
hereunder to the full extent provided for under the Company's
governing instruments with respect to the indemnification of
Directors.
6. Grant of Options.
(a) General Rule. The Committee shall make the Awards required under
Paragraph 9 of this Plan, and shall otherwise have the discretion
to make Awards only to Employees (including Employees who are
Directors) to Directors, and to directors of Affiliates. In
selecting those Employees to whom Awards will be granted and the
number of shares covered by such Awards, the Committee shall
consider the position, duties and responsibilities of the eligible
individuals, the value of their services to the Company and its
Affiliates, and any other factors the Committee may deem relevant.
(b) Special Rules for ISOs. The aggregate Market Value, as of the
date the Option is granted, of the Shares with respect to which
ISOs are exercisable for the first time by an Employee during any
calendar year (under all incentive stock option plans, as defined
in Section 422 of the Code, of the Company or any present or
future Affiliate of the Company) shall not exceed $100,000.
Notwithstanding the foregoing, the Committee may grant Options in
excess of the foregoing limitations, in which case such Options
granted in excess of such limitation shall be Options which are
Non-ISOs.
7. Exercise Price for Options.
(a) Limits on Committee Discretion. The Exercise Price as to any
particular Option shall not be less than 50% (100% for ISOs) of
the Market Value of the Optioned Shares on the date of grant. In
the case of an Employee who owns Shares representing more than
10% of the Company's outstanding Shares of Common Stock at the
time an ISO is granted, the Exercise Price shall not be less than
110% of the Market Value of the Optioned Shares at the time the
ISO is granted.
(b) Standards for Determining Exercise Price. If the Common Stock is
listed on a national securities exchange (including the NASDAQ
National Market System) on the date in question, then the Market
Value per Share shall be the average of the highest and lowest
selling price on such
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exchange on such date, or if there were no sales on such date,
then the Exercise Price shall be the mean between the bid and
asked price on such date. If the Common Stock is traded otherwise
than on a national securities exchange on the date in question,
then the Market Value per Share shall be the mean between the bid
and asked price on such date, or, if there is no bid and asked
price on such date, then on the next prior business day on which
there was a bid and asked price. If no such bid and asked price is
available, then the Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and
absolute discretion.
8. Exercise of Options.
(a) Generally. Any Option granted hereunder shall be exercisable at
such times and under such conditions as shall be permissible under
the terms of the Plan and of the Agreement granted to a
Participant. An Option may not be exercised for a fractional
Share.
(b) Procedure for Exercise. A Participant may exercise Options,
subject to provisions relative to its termination and limitations
on its exercise, only by (1) written notice of intent to exercise
the Option with respect to a specified number of Shares, and (2)
payment to the Company (contemporaneously with delivery of such
notice) in cash, in Common Stock, or a combination of cash and
Common Stock, of the amount of the Exercise Price for the number
of Shares with respect to which the Option is then being
exercised. Each such notice (and payment where required) shall be
delivered, or mailed by prepaid registered or certified mail,
addressed to the Treasurer of the Company at the Company's
executive offices. Common Stock utilized in full or partial
payment of the Exercise Price for Options shall be valued at its
Market Value at the date of exercise, and may consist of Shares
subject to the Option being exercised. Upon a Participant's
exercise of an Option, the Company may, in the discretion of the
Committee, pay to the Participant a cash amount up to but not
exceeding the amount of dividends, if any, declared on the
underlying Shares between the date of grant and the date of
exercise of the Option.
(c) Period of Exercisability. Except to the extent otherwise provided
in the terms of an Agreement, an Option may be exercised by a
Participant only while he is an Employee and has maintained
Continuous Service from the date of the grant of the Option, or
within three months after termination of such Continuous Service
(but not later than the date on which the Option would otherwise
expire), except if the Employee's Continuous Service terminates by
reason of --
(1) "Just Cause" which for purposes hereof shall have the meaning
set forth in any unexpired employment or severance agreement
between the Participant and the Company (and, in the absence
of any such agreement, shall mean termination because of the
Employee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist
order), then the Participant's rights to exercise such Option
shall expire on the date of such termination;
(2) death, then to the extent that the Participant would have
been entitled to exercise the Option immediately prior to his
death, such Option of the deceased Participant may be
exercised within two years from the date of his death (but
not later than the date on which the Option would otherwise
expire) by the personal representatives of his estate or
person or persons to whom his rights under such Option shall
have passed by will or by laws of descent and distribution;
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(3) Disability, then to the extent that the Participant would
have been entitled to exercise the Option immediately prior
to his or her Disability, such Option may be exercised within
one year from the date of termination of employment due to
Disability, but not later than the date on which the Option
would otherwise expire.
(d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all
persons affected thereby.
(e) Six-Month Holding Period. Notwithstanding any other provision of
this Plan to the contrary, Common Stock that is purchased upon
exercise of an Option or SAR may not be sold within the six-month
period following the grant date of that Option or SAR, except in
the event of the Participant's death or Disability, or such other
event as the Board may specifically deem appropriate.
9. Grants of Options to Non-employee Directors.
(a) Automatic Grants. Notwithstanding any other provisions of this
Plan, each Director who is not an Employee but is a Director on
the Effective Date shall receive, on said date, Non-ISOs to
purchase 8,0002 Shares. The Exercise Price per Share will be equal
to the Market Value of a Share on the date of grant. Each Director
who joins the Board after the Effective Date and who is not then
an Employee shall receive, on the date of joining the Board, Non-
ISOs to purchase 8,0002 of the Shares reserved under Paragraph
4(a) of the Plan, at an Exercise Price per Share equal to its
Market Value on the date of grant.
(b) Terms of Exercise. Options received under the provisions of this
Paragraph may be exercised from time to time by (a) written notice
of intent to exercise the Option with respect to all or a
specified number of the Optioned Shares, and (b) payment to the
Company (contemporaneously with the delivery of such notice), in
cash, in Common Stock, or a combination of cash and Common Stock,
of the amount of the Exercise Price for the number of the Optioned
Shares with respect to which the Option is then being exercised.
Each such notice and payment shall be delivered, or mailed by
prepaid registered or certified mail, addressed to the Treasurer
of the Company at the Company's executive offices. A Director who
exercises Options pursuant to this Paragraph may satisfy all
applicable federal, state and local income and employment tax
withholding obligations, in whole or in part, by irrevocably
electing to have the Company withhold shares of Common Stock, or
to deliver to the Company shares of Common Stock that he already
owns, having a value equal to the amount required to be withheld;
provided that to the extent not inconsistent herewith, such
election otherwise complies with those requirements of Paragraphs
8 and 19 hereof.
Options granted under this Paragraph shall become exercisable on
the date that the Plan receives stockholder approval pursuant to
Paragraph 14 hereof. Such Options shall have a term of ten years
and expire one year after the date on which a Director terminates
Continuous Service on the Board, but in no event later than the
date on which such Options would otherwise expire. In the event of
such Director's death during the term of his directorship, Options
granted under this Paragraph shall become immediately exercisable,
and may be exercised within two years from the date of his death
by the personal representatives of his estate or person or persons
to whom his rights under such Option shall have passed by will or
by laws of descent and distribution, but in no event later than
the date on which such Options would otherwise expire. In the
event of such Director's Disability
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/2/ Reflects four-for-three stock split in the form of a stock dividend
effective March 15, 1996.
6
during his or her directorship, the Director's Option shall become
immediately exercisable, and such Option may be exercised within
one year of the termination of directorship due to Disability, but
not later than the date that the Option would otherwise expire.
Unless otherwise inapplicable or inconsistent with the provisions
of this Paragraph, the Options to be granted to Directors
hereunder shall be subject to all other provisions of this Plan.
(c) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all
persons affected thereby.
10. SARs (Stock Appreciation Rights).
(a) Granting of SARs. In its sole discretion, the Committee may from
time to time grant SARs to Employees either in conjunction with,
or independently of, any Options granted under the Plan. An SAR
granted in conjunction with an Option may be an alternative right
wherein the exercise of the Option terminates the SAR to the
extent of the number of shares purchased upon exercise of the
Option and, correspondingly, the exercise of the SAR terminates
the Option to the extent of the number of Shares with respect to
which the SAR is exercised. Alternatively, an SAR granted in
conjunction with an Option may be an additional right wherein both
the SAR and the Option may be exercised. An SAR may not be granted
in conjunction with an ISO under circumstances in which the
exercise of the SAR affects the right to exercise the ISO or vice
versa, unless the SAR, by its terms, meets all of the following
requirements:
(1) The SAR will expire no later than the ISO;
(2) The SAR may be for no more than the difference between the
Exercise Price of the ISO and the Market Value of the Shares
subject to the ISO at the time the SAR is exercised;
(3) The SAR is transferable only when the ISO is transferable,
and under the same conditions;
(4) The SAR may be exercised only when the ISO may be exercised;
and
(5) The SAR may be exercised only when the Market Value of the
Shares subject to the ISO exceeds the Exercise Price of the
ISO.
(b) Exercise Price. The Exercise Price as to any particular SAR shall
not be less than the Market Value of the Optioned Shares on the
date of grant.
(c) Timing of Exercise. Any election by a Participant to exercise SARs
shall be made during the period beginning on the 3rd business day
following the release for publication of quarterly or annual
financial information and ending on the 12th business day
following such date. This condition shall be deemed to be
satisfied when the specified financial data is first made publicly
available. In no event, however, may an SAR be exercised within
the six-month period following the date of its grant.
The provisions of Paragraph 8(c) regarding the period of
exercisability of Options are incorporated by reference herein,
and shall determine the period of exercisability of SARs.
(d) Exercise of SARs. An SAR granted hereunder shall be exercisable at
such times and under such conditions as shall be permissible under
the terms of the Plan and of the Agreement granted to a
Participant, provided that an SAR may not be exercised for a
fractional Share. Upon exercise of
7
an SAR, the Participant shall be entitled to receive, without
payment to the Company except for applicable withholding taxes, an
amount equal to the excess of (or, in the discretion of the
Committee if provided in the Agreement, a portion of the excess
of) the then aggregate Market Value of the number of Optioned
Shares with respect to which the Participant exercises the SAR,
over the aggregate Exercise Price of such number of Optioned
Shares. This amount shall be payable by the Company, in the
discretion of the Committee, in cash or in Shares valued at the
then Market Value thereof, or any combination thereof.
(e) Procedure for Exercising SARs. To the extent not inconsistent
herewith, the provisions of Paragraph 8(b) as to the procedure for
exercising Options are incorporated by reference, and shall
determine the procedure for exercising SARs.
10A. Deferred Stock Awards
The Committee may in its discretion make Deferred Stock Awards, to
Employees who are highly compensated within the meaning of Title I of the
Employee Retirement Income Security Act of 1974 as amended, in the form
of Shares that will be transferred to such Employees only upon
satisfaction of (i) any terms and conditions set forth in the Agreement
effecting the Deferred Stock Award, and (ii) the requirements of
Paragraph 19 of the Plan.
11. Effect of Changes in Common Stock Subject to the Plan.
(a) Recapitalizations; Stock Splits, Etc. The number and kind of
shares reserved for issuance under the Plan, and the number and
kind of shares subject to outstanding Awards, and the Exercise
Price thereof, shall be proportionately adjusted for any increase,
decrease, change or exchange of Shares for a different number or
kind of shares or other securities of the Company which results
from a merger, consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of shares,
or similar event in which the number or kind of shares is changed
without the receipt or payment of consideration by the Company.
(b) Transactions in which the Company is Not the Surviving Entity. In
the event of (i) the liquidation or dissolution of the Company,
(ii) a merger or consolidation in which the Company is not the
surviving entity, or (iii) the sale or disposition of all or
substantially all of the Company's assets (any of the foregoing to
be referred to herein as a "Transaction"), all outstanding Awards,
together with the Exercise Prices thereof, shall be equitably
adjusted for any change or exchange of Shares for a different
number or kind of shares or other securities which results from
the Transaction.
(c) Special Rule for ISOs. Any adjustment made pursuant to
subparagraphs (a) or (b)(1) hereof shall be made in such a manner
as not to constitute a modification, within the meaning of Section
424(h) of the Code, of outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or Different
Shares or Securities. If, by reason of any adjustment made
pursuant to this Paragraph, a Participant becomes entitled to new,
additional, or different shares of stock or securities, such new,
additional, or different shares of stock or securities shall
thereupon be subject to all of the conditions and restrictions
which were applicable to the Shares pursuant to the Award before
the adjustment was made.
(e) Other Issuances. Except as expressly provided in this Paragraph,
the issuance by the Company or an Affiliate of shares of stock of
any class, or of securities convertible into Shares or stock of
another class, for cash or property or for labor or services
either upon direct sale or upon the exercise of rights or warrants
to subscribe therefor, shall not affect, and no adjustment shall
be
8
made with respect to, the number, class, or Exercise Price of
Shares then subject to Awards or reserved for issuance under the
Plan.
(f) Certain Special Dividends. The Exercise Price of shares subject to
outstanding Awards shall be proportionately adjusted upon the
payment of a special large and nonrecurring dividend that has the
effect of a return to capital to the stockholders, except that
this subparagraph (f) shall not apply to any dividend which is
paid to the Participant pursuant to Paragraph 8(b) hereof.
12. Non-Transferability of Awards.
Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent
and distribution. Notwithstanding any other provision of this Plan to the
contrary, to the extent permissible under Rule 16b-3, a Participant who
is granted Non-ISOs pursuant to this Plan may transfer such Non-ISOs to
his or her spouse, lineal ascendants, lineal descendants, or to a duly
established trust, provided that Non-ISOs so transferred may not again be
transferred other than to the Participant originally receiving the grant
of Non-ISOs or to an individual or trust to whom such Participant could
have transferred Non-ISOs pursuant to this Section 12. Non-ISOs which are
transferred pursuant to this Section 12 shall be exercisable by the
transferee subject to the same terms and conditions as would have applied
to such Non-ISOs in the hands of the Participant originally receiving the
grant of such Non-ISOs.
13. Time of Granting Awards.
The date of grant of an Award shall, for all purposes, be the later of
the date on which the Committee makes the determination of granting such
Award, and the Effective Date. Notice of the determination shall be given
to each Participant to whom an Award is so granted within a reasonable
time after the date of such grant.
14. Effective Date.
The Plan shall become effective immediately upon its approval by the
Board, provided that the effectiveness of the Plan and any Awards granted
pursuant to the Plan shall be contingent upon a favorable vote of
stockholders owning at least a majority of the total votes present, or
represented, and entitled to be cast at a duly called meeting of the
Company's stockholders held in accordance with applicable laws.
15. Modification of Awards.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of
any outstanding Award, provided no such modification shall confer on the
holder of said Award any right or benefit which could not be conferred on
him by the grant of a new Award at such time, or impair the Award without
the consent of the holder of the Award.
16. Amendment and Termination of the Plan.
The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Awards, suspend or
terminate the Plan.
No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights
or obligations under any Award theretofore granted.
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17. Conditions Upon Issuance of Shares.
(a) Compliance with Securities Laws. Shares of Common Stock shall not
be issued with respect to any Award unless the issuance and
delivery of such Shares shall comply with all relevant provisions
of law, including, without limitation, the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, any
applicable state securities law, and the requirements of any stock
exchange upon which the Shares may then be listed.
(b) Special Circumstances. The inability of the Company to obtain
approval from any regulatory body or authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder shall relieve the Company of any liability
in respect of the non-issuance or sale of such Shares. As a
condition to the exercise of an Option or SAR, the Company may
require the person exercising the Option or SAR to make such
representations and warranties as may be necessary to assure the
availability of an exemption from the registration requirements of
federal or state securities law.
(c) Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as
it may deem appropriate or desirable, including but not limited to
the authority to impose a right of first refusal or to establish
repurchase rights or both of these restrictions.
18. Reservation of Shares.
The Company, during the term of the Plan, will reserve and keep available
a number of Shares sufficient to satisfy the requirements of the Plan.
19. Withholding Tax.
The Company's obligation to deliver Shares upon exercise of Options
and/or SARs shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and employment tax withholding
obligations. The Committee, in its discretion, may permit the Participant
to satisfy the obligation, in whole or in part, by irrevocably electing
to have the Company withhold Shares, or to deliver to the Company Shares
that he already owns, having a value equal to the amount required to be
withheld. The value of the Shares to be withheld, or delivered to the
Company, shall be based on the Market Value of the Shares on the date the
amount of tax to be withheld is to be determined. As an alternative, the
Company may retain, or sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
20. No Employment or Other Rights.
In no event shall an Employee's or Director's eligibility to participate
or participation in the Plan create or be deemed to create any legal or
equitable right of the Employee, Director, or any other party to continue
service with the Company or any Affiliate of such corporation. Except to
the extent provided in Paragraphs 6(b) and 9(a), no Employee or Director
shall have a right to be granted an Award or, having received an Award,
the right to again be granted an Award. However, an Employee or Director
who has been granted an Award may, if otherwise eligible, be granted an
additional Award or Awards.
21. Governing Law.
The Plan shall be governed by and construed in accordance with the laws
of the State of Indiana, except to the extent that federal law shall be
deemed to apply.
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