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CONNING ASSET MANAGEMENT COMPANY
1995 FLEXIBLE STOCK PLAN
2
CONNING ASSET MANAGEMENT COMPANY
1995 FLEXIBLE STOCK PLAN
TABLE OF CONTENTS
Page
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ARTICLE 1 - NAME AND PURPOSE 1
1.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purpose. . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II - DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1 General Definitions. . . . . . . . . . . . . . . . . . 1
(a) Affiliate . . . . . . . . . . . . . . . . . . . . 1
(b) Agreement . . . . . . . . . . . . . . . . . . . . 1
(c) Benefit . . . . . . . . . . . . . . . . . . . . . 1
(d) Board . . . . . . . . . . . . . . . . . . . . . . 1
(e) Cash Award. . . . . . . . . . . . . . . . . . . . 1
(f) Change of Control . . . . . . . . . . . . . . . . 1
(g) Code. . . . . . . . . . . . . . . . . . . . . . . 1
(h) Company . . . . . . . . . . . . . . . . . . . . . 2
(i) Committee . . . . . . . . . . . . . . . . . . . . 2
(j) Common Stock. . . . . . . . . . . . . . . . . . . 2
(k) Effective Date. . . . . . . . . . . . . . . . . . 2
(l) Employee. . . . . . . . . . . . . . . . . . . . . 2
(m) Employer. . . . . . . . . . . . . . . . . . . . . 2
(n) Exchange Act. . . . . . . . . . . . . . . . . . . 2
(o) Fair Market Value . . . . . . . . . . . . . . . . 2
(p) Fiscal Year . . . . . . . . . . . . . . . . . . . 2
(q) ISO . . . . . . . . . . . . . . . . . . . . . . . 2
(r) NQSO. . . . . . . . . . . . . . . . . . . . . . . 2
(s) Option. . . . . . . . . . . . . . . . . . . . . . 2
(t) Other Stock Based Award . . . . . . . . . . . . . 2
(u) Parent. . . . . . . . . . . . . . . . . . . . . . 2
(v) Participant . . . . . . . . . . . . . . . . . . . 2
(w) Performance Share . . . . . . . . . . . . . . . . 3
(x) Plan. . . . . . . . . . . . . . . . . . . . . . . 3
(y) Restricted Stock. . . . . . . . . . . . . . . . . 3
(z) Rule 16b-3. . . . . . . . . . . . . . . . . . . . 3
(aa) SEC . . . . . . . . . . . . . . . . . . . . . . . 3
(bb) Share . . . . . . . . . . . . . . . . . . . . . . 3
(cc) SAR . . . . . . . . . . . . . . . . . . . . . . . 3
(dd) Subsidiary. . . . . . . . . . . . . . . . . . . . 3
2.2 Other Definitions. . . . . . . . . . . . . . . . . . . 3
2.3 Conflicts in Plan. . . . . . . . . . . . . . . . . . . 3
ARTICLE III - COMMON STOCK
3.1 Number of Shares . . . . . . . . . . . . . . . . . . . 3
3.2 Reusage. . . . . . . . . . . . . . . . . . . . . . . . 3
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3.3 Adjustments. . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE IV - ELIGIBILITY
4.1 Determined By Committee. . . . . . . . . . . . . . . . 4
ARTICLE V - ADMINISTRATION
5.1 Committee. . . . . . . . . . . . . . . . . . . . . . . 4
5.2 Authority. . . . . . . . . . . . . . . . . . . . . . . 4
5.3 Delegation . . . . . . . . . . . . . . . . . . . . . . 5
5.4 Adjudication of Claims . . . . . . . . . . . . . . . . 5
ARTICLE VI - AMENDMENT
6.1 Power of Board . . . . . . . . . . . . . . . . . . . . 5
6.2 Limitation . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE VII - TERM AND TERMINATION
7.1 Term . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.2 Termination. . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE VIII - MODIFICATION OR TERMINATION OF BENEFITS
8.1 General. . . . . . . . . . . . . . . . . . . . . . . . 6
8.2 Committee's Right. . . . . . . . . . . . . . . . . . . 6
ARTICLE IX - CHANGE OF CONTROL
9.1 Right of Committee . . . . . . . . . . . . . . . . . . 6
ARTICLE X - AGREEMENTS AND CERTAIN BENEFITS
10.1 Grant Evidenced by Agreement . . . . . . . . . . . . . 7
10.2 Provisions of Agreement. . . . . . . . . . . . . . . . 7
10.3 Certain Benefits . . . . . . . . . . . . . . . . . . . 7
ARTICLE XI - REPLACEMENT AND TANDEM AWARDS
11.1 Replacement. . . . . . . . . . . . . . . . . . . . . . 7
11.2 Tandem Awards. . . . . . . . . . . . . . . . . . . . . 7
ARTICLE XII - PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
12.1 Payment. . . . . . . . . . . . . . . . . . . . . . . . 7
12.2 Dividend Equivalents . . . . . . . . . . . . . . . . 8
12.3 Deferral . . . . . . . . . . . . . . . . . . . . . . 8
12.4 Withholding. . . . . . . . . . . . . . . . . . . . . 8
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ARTICLE XIII - OPTIONS
13.1 Types of Options . . . . . . . . . . . . . . . . . . 8
13.2 Shares for ISOs. . . . . . . . . . . . . . . . . . . 8
13.3 Grant of ISOs and Option Price . . . . . . . . . . . 8
13.4 Other Requirements for ISOs. . . . . . . . . . . . . 9
13.5 NQSOs. . . . . . . . . . . . . . . . . . . . . . . . 9
13.6 Limitation Shares Covered by Options . . . . . . . . 9
13.7 Determination by Committee . . . . . . . . . . . . . 9
ARTICLE XIV - SARS
14.1 Grant and Payment. . . . . . . . . . . . . . . . . . 9
14.2 Grant of Tandem Award. . . . . . . . . . . . . . . . 9
14.3 ISO Tandem Award . . . . . . . . . . . . . . . . . . 9
14.4 Payment of Award . . . . . . . . . . . . . . . . . . 9
14.5 Limitation on SARs . . . . . . . . . . . . . . . . . 9
ARTICLE XV - RESTRICTED STOCK
15.1 Description. . . . . . . . . . . . . . . . . . . . . 10
15.2 Cost of Restricted Stock . . . . . . . . . . . . . . 10
15.3 Non-Transferability. . . . . . . . . . . . . . . . . 10
ARTICLE XVI - PERFORMANCE SHARES
16.1 Description. . . . . . . . . . . . . . . . . . . . . 10
16.2 Grant. . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE XVII - CASH AWARDS
17.1 Grant. . . . . . . . . . . . . . . . . . . . . . . . 10
17.2 Rule 16b-3 . . . . . . . . . . . . . . . . . . . . . 10
17.3 Restrictions . . . . . . . . . . . . . . . . . . . . 10
ARTICLE XVIII - OTHER STOCK BASED AWARDS AND OTHER BENEFITS
18.1 Other Stock Based Awards . . . . . . . . . . . . . . 11
18.2 Other Benefits . . . . . . . . . . . . . . . . . . . 11
ARTICLE XIX - MISCELLANEOUS PROVISIONS
19.1 Underscored References . . . . . . . . . . . . . . . 11
19.2 Number and Gender. . . . . . . . . . . . . . . . . . 11
19.3 Governing Law. . . . . . . . . . . . . . . . . . . . 11
19.4 Purchase for Investment. . . . . . . . . . . . . . . 11
19.5 No Employment Contract . . . . . . . . . . . . . . . 11
19.6 No Effect on Other Benefits. . . . . . . . . . . . . 11
19.7 Section 16 Fail-Safe Provision . . . . . . . . . . . 11
19.8 Section 162(m) Fail-Safe Provision . . . . . . . . . 12
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CONNING ASSET MANAGEMENT COMPANY
1995 FLEXIBLE STOCK PLAN
ARTICLE I
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NAME AND PURPOSE
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1.1 Name. The name of this Plan is the "Conning Asset
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Management Company 1995 Flexible Stock Plan."
1.2 Purpose. The Company has established this Plan to
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attract, retain, motivate and reward Employees and other
individuals, to encourage ownership of the Company's Common Stock
by Employees and other individuals, and to promote and further the
best interests of the Company by granting cash and other awards.
ARTICLE II
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DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
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2.1 General Definitions. The following words and phrases,
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when used in the Plan, unless otherwise specifically defined or
unless the context clearly otherwise requires, shall have the
following respective meanings:
(a) Affiliate. A Parent or Subsidiary of the Company.
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(b) Agreement. The document which evidences the
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grant of any Benefit under the Plan and which sets forth the
Benefit and the terms, conditions and provisions of, and
restrictions relating to, such Benefit.
(c) Benefit. Any benefit granted to a Participant
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under the Plan.
(d) Board. The Board of Directors of the Company.
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(e) Cash Award. A Benefit payable in the form of cash.
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(f) Change of Control. The acquisition, without the
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approval of the Board, by any person or entity, other than the
Company or a Related Entity, of more than 20% of the
outstanding shares of the Company's voting common stock
through a tender offer, exchange offer or otherwise; the
liquidation or dissolution of the Company following a sale or
other disposition of all or substantially all of its assets;
a merger or consolidation involving the Company which results
in the Company not being the surviving parent corporation; or
any time during any two-year period in which individuals who
constituted the Board at the start of such period (or whose
election was approved by at least two-thirds of the then
members of the Board who were members at the start of the
two-year period) do not constitute at least 50% of the Board
for any reason. A Related Entity is the Parent, a Subsidiary
or any employee benefit plan (including a trust forming a part
of such a plan) maintained by the Parent, the Company or a
Subsidiary.
(g) Code. The Internal Revenue Code of 1986, as
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amended. Any reference to the Code includes the regulations
promulgated pursuant to the Code.
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(h) Company. Conning Asset Management Company.
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(i) Committee. The Committee described in
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Section 5.1.
(j) Common Stock. The Company's Class B Non-Voting
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Common Stock which presently has a par value of $.01 per Share.
(k) Effective Date. The date that the Plan is
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approved by the shareholders of the Company which must occur
within one year before or after approval by the Board. Any
grants of Benefits prior to the approval by the shareholders
of the Company shall be void if such approval is not obtained.
(l) Employee. Any person employed by the Employer.
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(m) Employer. The Company and all Affiliates.
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(n) Exchange Act. The Securities Exchange Act of
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1934, as amended.
(o) Fair Market Value. The value of a Share as
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determined pursuant to Section 11.3 of the Shareholders'
Agreement among the Company and its shareholders and option
holders.
(p) Fiscal Year. The taxable year of the Company
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which is the calendar year.
(q) ISO. An Incentive Stock Option as defined in
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Section 422 of the Code.
(r) NQSO. A Non-Qualified Stock Option, which is an
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Option that does not qualify as an ISO.
(s) Option. An option to purchase Shares granted
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under the Plan.
(t) Other Stock Based Award. An award under ARTICLE
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XVIII that is valued in whole or in part by reference to, or
is otherwise based on, Common Stock.
(u) Parent. Any corporation (other than the Company
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or a Subsidiary) in an unbroken chain of corporations ending
with the Company, if, at the time of the grant of an Option or
other Benefit, each of the corporations (other than the
Company or a Subsidiary) owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one
of the other corporations in such chain.
(v) Participant. An individual who is granted a
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Benefit under the Plan. Benefits may be granted only to
Employees, employees and owners of entities which are not
Affiliates but which have a direct or indirect ownership
interest in an Employer or in which an Employer has a direct
or indirect ownership interest, individuals who, and employees
and owners of entities which, are customers and suppliers of
an Employer, individuals who, and employees and owners of
entities which, render services to an Employer, and
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individuals who, and employees and owners of entities, which
have ownership or business affiliations with any individual or
entity previously described.
(w) Performance Share. A Share awarded to a
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Participant under ARTICLE XVI of the Plan.
(x) Plan. The Conning Asset Management Company 1995
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Flexible Stock Plan and all amendments and supplements to it.
(y) Restricted Stock. Shares issued under ARTICLE XV
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of the Plan.
(z) Rule 16b-3. Rule 16b-3 promulgated by the SEC,
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as amended, or any successor rule in effect from time to time.
(aa) SEC. The Securities and Exchange Commission.
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(bb) Share. A share of Common Stock.
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(cc) SAR. A stock appreciation right, which is the
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right to receive an amount equal to the appreciation, if any,
in the Fair Market Value of a Share from the date of the grant
of the right to the date of its payment.
(dd) Subsidiary. Any corporation, other than the
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Company, in an unbroken chain of corporations beginning with
the Company if, at the time of grant of an Option or other
Benefit, each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing 50%
or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
2.2 Other Definitions. In addition to the above
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definitions, certain words and phrases used in the Plan and any
Agreement may be defined in other portions of the Plan or in such
Agreement.
2.3 Conflicts in Plan. In the case of any conflict in the
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terms of the Plan relating to a Benefit, the provisions in the
ARTICLE of the Plan which specifically grants such Benefit shall
control those in a different ARTICLE.
ARTICLE III
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COMMON STOCK
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3.1 Number of Shares. The number of Shares which may be
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issued or sold or for which Options, SARs or Performance Shares may
be granted under the Plan shall be 2,100,000 Shares.
3.2 Reusage. If an Option or SAR expires or is terminated,
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surrendered, or cancelled without having been fully exercised, if
Restricted Shares or Performance Shares are forfeited, or if any
other grant results in any Shares not being issued, the Shares
covered by such Option or SAR, grant of Restricted Shares,
Performance Shares or other grant, as the case may be, shall again
be available for use under the Plan.
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3.3 Adjustments. If there is any change in the Common
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Stock of the Company by reason of any stock dividend, spin-off,
split-up, spin-out, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares, the number of
SARs and number and class of shares available for Options and
grants of Restricted Stock, Performance Shares and Other Stock
Based Awards and the number of Shares subject to outstanding
Options, SARs, grants of Restricted Stock and Performance Shares
which are not vested, and Other Stock Based Awards, and the price
thereof, as applicable, shall be appropriately adjusted by the
Committee.
ARTICLE IV
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ELIGIBILITY
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4.1 Determined By Committee. The Participants and the
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Benefits they receive under the Plan shall be determined solely by
the Committee. In making its determinations, the Committee shall
consider past, present and expected future contributions of
Participants and potential Participants to the Employer, including,
without limitation, the performance of, or the refraining from the
performance of, services.
ARTICLE V
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ADMINISTRATION
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5.1 Committee. The Plan shall be administered by the
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Committee. The Committee shall consist of three or more members of
the Board. The members of the Committee shall be appointed by and
shall serve at the pleasure of the Board, which may from time to
time appoint members in substitution for members previously
appointed and fill vacancies, however caused, in the Committee.
The Committee may select one of its members as its Chairman and
shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum.
All determinations of the Committee shall be made by a majority of
its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be fully as effective as
if it had been made by a majority vote at a meeting duly called and
held.
5.2 Authority. Subject to the terms of the Plan, the
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Committee shall have discretionary authority to:
(a) determine the individuals to whom Benefits are
granted, the type and amounts of Benefits to be granted and
the time of all such grants;
(b) determine the terms, conditions and provisions
of, and restrictions relating to, each Benefit granted;
(c) interpret and construe the Plan and all
Agreements;
(d) prescribe, amend and rescind rules and
regulations relating to the Plan;
(e) determine the content and form of all Agreements;
(f) determine all questions relating to Benefits
under the Plan;
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(g) maintain accounts, records and ledgers relating
to Benefits;
(h) maintain records concerning its decisions and
proceedings;
(i) employ agents, attorneys, accountants or other
persons for such purposes as the Committee considers necessary
or desirable;
(j) take, at anytime, any action permitted by Section
9.1 irrespective of whether any Change of Control has occurred
or is imminent; and
(k) do and perform all acts which it may deem
necessary or appropriate for the administration of the Plan
and carry out the purposes of the Plan.
5.3 Delegation. Except as required by Rule 16b-3 with
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respect to grants of Options, Stock Appreciation Awards,
Performance Shares, Other Stock Based Awards, or other Benefits to
individuals who are subject to Section 16 of the Exchange Act or as
otherwise required for compliance with Rule 16b-3 or other
applicable law, the Committee may delegate all or any part of its
authority under the Plan to any Employee, Employees or committee.
5.4 Adjudication of Claims. The Committee shall have
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discretionary authority to make all determinations as to the right
to Benefits under the Plan. In the event that a Participant
believes he has not received the Benefits to which he is entitled
under the Plan, a claim shall be made in writing to the Committee.
The claim shall be reviewed by the Committee. If the claim is
approved or denied, in full or in part, the Committee shall provide
a written notice of approval or denial within 90 days with, in the
case of a denial, the specific reasons for the denial and specific
reference to the provisions of the Plan and/or Agreement upon which
the denial is based. A claim shall be deemed denied if the
Committee does not take any action within the aforesaid 90 day
period. If a claim is denied or deemed denied and a review is
desired, the Participant shall notify the Committee in writing
within 60 days of the receipt of notice of denial or the date on
which the claim is deemed to be denied, as the case may be. In
requesting a review, the Participant may review the Plan or any
document relating to it and submit any written issues and comments
he may deem appropriate. The Committee shall then review the claim
and provide a written decision within 60 days. This decision, if
adverse to the Participant, shall state the specific reasons for
the decision and shall include reference to specific provisions of
the Plan and/or Agreement on which the decision is based. The
Committee's decision on review shall be final.
ARTICLE VI
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AMENDMENT
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6.1 Power of Board. Except as hereinafter provided, the
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Board shall have the sole right and power to amend the Plan at any
time and from time to time.
6.2 Limitation. The Board may not amend the Plan, without
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approval of the shareholders of the Company:
(a) in a manner which would cause Options which are
intended to qualify as ISOs to fail to qualify;
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(b) in a manner which would cause the Plan to fail to meet
the requirements of Rule 16b-3; or
(c) in a manner which would violate applicable law.
ARTICLE VII
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TERM AND TERMINATION
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7.1 Term. The Plan shall commence as of the Effective Date
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and, subject to the terms of the Plan, including those requiring
approval by the shareholders of the Company and those limiting the
period over which ISOs or any other Benefits may be granted, shall
continue in full force and effect until terminated.
7.2 Termination. The Plan may be terminated at any time by
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the Board.
ARTICLE VIII
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MODIFICATION OR TERMINATION OF BENEFITS
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8.1 General. Subject to the provisions of Section 8.2, the
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amendment or termination of the Plan shall not adversely affect a
Participant's right to any Benefit granted prior to such amendment
or termination.
8.2 Committee's Right. Any Benefit granted may be
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converted, modified, forfeited or cancelled, in whole or in part,
by the Committee if and to the extent permitted in the Plan or
applicable Agreement or with the consent of the Participant to whom
such Benefit was granted.
ARTICLE IX
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CHANGE OF CONTROL
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9.1 Right of Committee. In order to maintain a
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Participant's rights in the event of a Change in Control, the
Committee, in its sole discretion, may, in any Agreement evidencing
a Benefit, or at any time prior to, or simultaneously with or after
a Change in Control, provide such protection as it may deem
necessary. Without, in any way, limiting the generality of the
foregoing sentence or requiring any specific protection, the
Committee may:
(a) provide for the acceleration of any time periods
relating to the exercise or realization of such Benefit so
that such Benefit may be exercised or realized in full on or
before a date fixed by the Committee;
(b) provide for the purchase of such Benefit, upon
the Participant's request, for an amount of cash equal to the
amount which could have been attained upon the exercise or
realization of such Benefit had such Benefit been currently
exercisable or payable;
(c) make such adjustment to the Benefits then
outstanding as the Committee deems appropriate to reflect such
transaction or change; and/or
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(d) cause the Benefits then outstanding to be
assumed, or new Benefits substituted therefor, by the
surviving corporation in such change.
ARTICLE X
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AGREEMENTS AND CERTAIN BENEFITS
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10.1 Grant Evidenced by Agreement. The grant of any
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Benefit under the Plan may be evidenced by an Agreement which shall
describe the specific Benefit granted and the terms and conditions
of the Benefit. The granting of any Benefit shall be subject to,
and conditioned upon, the recipient's execution of any Agreement
required by the Committee. Except as otherwise provided in an
Agreement, all capitalized terms used in the Agreement shall have
the same meaning as in the Plan, and the Agreement shall be subject
to all of the terms of the Plan.
10.2 Provisions of Agreement. Each Agreement shall contain
-----------------------
such provisions that the Committee shall determine to be necessary,
desirable and appropriate for the Benefit granted which may
include, but not be limited to, the following with respect to any
Benefit: description of the type of Benefit; the Benefit's
duration; its transferability; if an Option, the exercise price,
the exercise period and the person or persons who may exercise the
Option; the effect upon such Benefit of the Participant's death or
termination of employment; the Benefit's conditions; when, if, and
how any Benefit may be forfeited, converted into another Benefit,
modified, exchanged for another Benefit, or replaced; and the
restrictions on any Shares purchased or granted under the Plan.
10.3 Certain Benefits. Any Benefit granted to an
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individual who is subject to Section 16 of the Exchange Act shall
be not transferable other than by will or the laws of descent and
distribution and shall be exercisable during his lifetime only by
him, his guardian or his legal representative.
ARTICLE XI
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REPLACEMENT AND TANDEM AWARDS
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11.1 Replacement. The Committee may permit a Participant to
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elect to surrender a Benefit in exchange for a new Benefit.
11.2 Tandem Awards. Awards may be granted by the Committee
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in tandem. However, no Benefit may be granted in tandem with an
ISO except SARs.
ARTICLE XII
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PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
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12.1 Payment. Upon the exercise of an Option or in the case
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of any other Benefit that requires a payment to the Company, the
amount due the Company is to be paid:
(a) in cash;
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(b) by the tender to the Company of Shares owned by
the optionee and registered in his name having a Fair Market
Value equal to the amount due to the Company;
(c) in other property, rights and credits, including
the Participant's promissory note;
(d) in cash, but by means of a so-called "cashless
exercise" of an Option; and/or
(e) by any combination of the payment methods
specified in (a), (b), (c) and (d) above.
Notwithstanding, the foregoing, any method of payment other than
(a) may be used only with the consent of the Committee or if and to
the extent so provided in an Agreement. The proceeds of the sale
of Common Stock purchased pursuant to an Option and any payment to
the Company for other Benefits shall be added to the general funds
of the Company or to the Shares held in treasury, as the case may
be, and used for the corporate purposes of the Company as the Board
shall determine.
12.2 Dividend Equivalents. Grants of Benefits in Shares or
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Share equivalents may include dividend equivalent payments or
dividend credit rights.
12.3 Deferral. The right to receive any Benefit under the
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Plan may, at the request of the Participant, be deferred for such
period and upon such terms as the Committee shall determine, which
may include crediting of interest on deferrals of cash and
crediting of dividends on deferrals denominated in Shares.
12.4 Withholding. The Company may, at the time any
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distribution is made under the Plan, whether in cash or in Shares,
or at the time any Option is exercised, withhold from such
distribution or Shares issuable upon the exercise of an Option, any
amount necessary to satisfy federal, state and local income and/or
other tax withholding requirements with respect to such
distribution or exercise of such Options. The Committee or the
Company may require a participant to tender to the Company cash in
the amount necessary to comply with any such withholding
requirements.
ARTICLE XIII
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OPTIONS
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13.1 Types of Options. It is intended that both ISOs and
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NQSOs may be granted by the Committee under the Plan.
13.2 Shares for ISOs. The number of Shares for which ISOs
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may be granted on or after the Effective Date shall not exceed
2,100,000 Shares.
13.3 Grant of ISOs and Option Price. Each ISO must be
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granted to an Employee and granted within ten years from the
earlier of the date of adoption by the Board or the Effective Date.
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The purchase price for Shares under any ISO shall be no less than
the Fair Market Value of the Shares at the time the Option is
granted.
13.4 Other Requirements for ISOs. The terms of each Option
---------------------------
which is intended to qualify as an ISO shall meet all requirements
of Section 422 of the Code.
13.5 NQSOs. The terms of each NQSO shall provide that such
-----
Option will not be treated as an ISO. The purchase price for
Shares under any NQSO shall be the Fair Market Value of the Shares
at the time the Option is granted.
13.6 Limitation Shares Covered by Options. The maximum
------------------------------------
number of Shares with respect to which (a) ISOs plus (b) NQSOs
where the purchase price for Shares upon exercise of the NQSO is no
less than the Fair Market Value of the Shares at the time of grant
which may be granted to any Participant in any one year period
shall not exceed 250,000 Shares. For purposes of the preceding
sentence, the Shares covered by an Option that is cancelled shall
count against the maximum number of Shares, and, if the exercise
price under an Option is reduced, the transaction shall be treated
as a cancellation of the Option and a grant of a new Option.
13.7 Determination by Committee. Except as otherwise
--------------------------
provided in Section 13.2 through Section 13.6, the terms of all
Options shall be determined by the Committee.
ARTICLE XIV
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SARS
----
14.1 Grant and Payment. The Committee may grant SARs. Upon
-----------------
electing to receive payment of a SAR, a Participant shall receive
payment in cash, in Common Stock, or in any combination of cash and
Common Stock, as the Committee shall determine.
14.2 Grant of Tandem Award. The Committee may grant SARs in
---------------------
tandem with an Option, in which case: the exercise of the Option
shall cause a correlative reduction in SARs standing to a
Participant's credit which were granted in tandem with the Option;
and the payment of SARs shall cause a correlative reduction of the
Shares under such Option.
14.3 ISO Tandem Award. When SARs are granted in tandem with
----------------
an ISO, the SARs shall have such terms and conditions as shall be
required for the ISO to qualify as an ISO.
14.4 Payment of Award. SARs shall be paid, to the extent
----------------
payment is elected by the Participant (and is otherwise due and
payable), as soon as practicable after the date on which such
election is made.
14.5 Limitation on SARs. The maximum number of SARs which
------------------
may be granted to any Participant in any one year period shall not
exceed 250,000 SARs. For purposes of the preceding sentence, the
SARs covered by a grant of SARs that is cancelled shall count
against the maximum number of SARs, and, if the Fair Market Value
of a Share on which the appreciation under a grant of SARs will be
calculated is reduced, the transaction will be treated as a
cancellation of the SARs and the grant of a new grant of SARs.
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ARTICLE XV
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RESTRICTED STOCK
----------------
15.1 Description. The Committee may grant Benefits in
-----------
Shares available under ARTICLE III of the Plan as Restricted Stock.
Shares of Restricted Stock shall be issued and delivered at the
time of the grant but shall be subject to forfeiture until provided
otherwise in the applicable Agreement or the Plan. Each
certificate representing Shares of Restricted Stock shall bear a
legend referring to the Plan and the risk of forfeiture of the
Shares and stating that such Shares are nontransferable until all
restrictions have been satisfied and the legend has been removed.
The grantee shall be entitled to full voting and dividend rights
with respect to all shares of Restricted Stock from the date of
grant.
15.2 Cost of Restricted Stock. Grants of Shares of
------------------------
Restricted Stock shall be made at a per Share cost to the
Participant equal to par value.
15.3 Non-Transferability. Shares of Restricted Stock shall
-------------------
not be transferable until after the removal of the legend with
respect to such Shares.
ARTICLE XVI
-----------
PERFORMANCE SHARES
------------------
16.1 Description. Performance Shares are the right of an
-----------
individual to whom a grant of such Shares is made to receive Shares
or cash equal to the Fair Market Value of such Shares at a future
date in accordance with the terms of such grant. Generally, such
right shall be based upon the attainment of targeted profit and/or
performance objectives.
16.2 Grant. The Committee may grant an award of Performance
-----
Shares. The number of Performance Shares and the terms and
conditions of the grant shall be set forth in the applicable
Agreement.
ARTICLE XVII
------------
CASH AWARDS
-----------
17.1 Grant. The Committee may grant Cash Awards at such
-----
times and (subject to Section 17.2) in such amounts as it deems
appropriate.
17.2 Rule 16b-3. The Amount of any Cash Award in any Fiscal
----------
Year to any Participant who is subject to Section 16 of the
Exchange Act shall not exceed the greater of $100,000 or 50% of his
cash compensation (excluding any Cash Award under this ARTICLE
XVII) for such Fiscal Year.
17.3 Restrictions. Cash Awards may be subject or not
------------
subject to conditions (such as an investment requirement),
restricted or nonrestricted, vested or subject to forfeiture and
may be payable currently or in the future or both.
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ARTICLE XVIII
-------------
OTHER STOCK BASED AWARDS AND OTHER BENEFITS
-------------------------------------------
18.1 Other Stock Based Awards. The Committee shall have the
------------------------
right to grant Other Stock Based Awards which may include, without
limitation, the grant of Shares based on certain conditions, the
payment of cash based on the performance of the Common Stock, and
the grant of securities convertible into Shares.
18.2 Other Benefits. The Committee shall have the right to
--------------
provide types of Benefits under the Plan in addition to those
specifically listed, if the Committee believes that such Benefits
would further the purposes for which the Plan was established.
ARTICLE XIX
-----------
MISCELLANEOUS PROVISIONS
------------------------
19.1 Underscored References. The underscored references
----------------------
contained in the Plan are included only for convenience, and they
shall not be construed as a part of the Plan or in any respect
affecting or modifying its provisions.
19.2 Number and Gender. The masculine and neuter, wherever
-----------------
used in the Plan, shall refer to either the masculine, neuter or
feminine; and, unless the context otherwise requires, the singular
shall include the plural and the plural the singular.
19.3 Governing Law. This Plan shall be construed and
-------------
administered in accordance with the laws of the State of Missouri.
19.4 Purchase for Investment. The Committee may require
-----------------------
each person purchasing Shares pursuant to an Option or other award
under the Plan to represent to and agree with the Company in
writing that such person is acquiring the Shares for investment and
without a view to distribution or resale. The certificates for
such Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer. All
certificates for Shares delivered under the Plan shall be subject
to such stock-transfer orders and other restrictions as the
Committee may deem advisable under all applicable laws, rules and
regulations, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate references to such
restrictions.
19.5 No Employment Contract. The adoption of the Plan shall
----------------------
not confer upon any Employee any right to continued employment nor
shall it interfere in any way with the right of the Employer to
terminate the employment of any of its Employees at any time.
19.6 No Effect on Other Benefits. The receipt of Benefits
---------------------------
under the Plan shall have no effect on any benefits to which a
Participant may be entitled from the Employer, under another plan
or otherwise, or preclude a Participant from receiving any such
benefits.
19.7 Section 16 Fail-Safe Provision. With respect to
------------------------------
Participants subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all
applicable conditions
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16
of Rule 16b-3. If and to the extent any provision of the Plan or action by
the Board, Committee, or the Committee's designee fails to so comply, it shall
be deemed null and void.
19.8 Section 162(m) Fail-Safe Provision. If Code Section
----------------------------------
162(m) is applicable to the Company and to a Participant, ISOs,
NQSOs where the exercise price is no less than fair market value at
the time of grant, and SARs granted to any such Participant are
intended to meet the requirements of other performance-based
compensation under Section 162(m)(4)(C), so that any remuneration
resulting from the grant of any such Benefit to such Participant
will not be considered "applicable employee remuneration" within
the meaning of Code Section 162(m)(4). If and to the extent any
provision of the Plan or action by the Board, Committee, or the
Committee's designee is contrary to such intention, it shall be
deemed null and void.
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