CSS INDUSTRIES, INC.
EQUITY COMPENSATION PLAN
The purpose of the Equity Compensation Plan (the "Plan") of CSS
Industries, Inc. (the "Company") is to promote the interests of the Company by
providing incentives to designated officers and other employees of the Company
or a Subsidiary Corporation (as defined herein), to encourage them to acquire
a proprietary interest, or to increase their proprietary interest, in the
Company. The Company believes that the Plan will cause participants to
contribute materially to the growth of the Company, thereby benefitting the
Company's stockholders. For purposes of the Plan, the terms "Parent
Corporation" and "Subsidiary Corporation" shall have the meanings set forth in
subsections (e) and (f) of Section 424 of the Internal Revenue Code of 1986,
as amended (the "Code").
1. Administration
The Plan shall be administered and interpreted by the Human Resources
Committee of the Board of Directors (the "Committee") consisting of not less
than three persons, all of whom shall be "disinterested persons" as defined
under Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange
Act") or any successor provisions. The Committee shall have the sole authority
to determine (i) who is eligible to receive Grants (as defined in Section 2
below) under the Plan; (ii) the type, size and terms of each Grant under the
Plan (subject to Section 4 below); (iii) the time when each Grant will be made
and the duration of any exercise or restriction period; (iv) any restrictions
on resale applicable to the shares to be issued or transferred pursuant to the
Grant; and (v) any other matters arising under the Plan. The Committee may, if
it so desires, base any of the foregoing determination upon the
recommendations of management of the Company. The Committee shall have full
power and authority to administer and interpret the Plan and to adopt or amend
such rules, regulations, agreements and instruments as it may deem appropriate
for the proper administration of the Plan. The Committee's interpretations of
the Plan and all determinations made by the Committee pursuant to the powers
vested in it hereunder shall be conclusive and binding on all persons having
any interests in the Plan or in any Grants under the Plan. No person acting
under this Section shall be held liable for any action or determination made
in good faith with respect to the Plan or any Grant under the Plan.
2. Grants
Incentives under the Plan shall consist of Incentive Stock Options
(as defined in Section 5(b) below), Non-Qualified Stock Options (as defined in
Section 5(b) below), Restricted Stock Grants (as defined in Section 6 below)
and SARs (as defined in Section 7 below) (hereinafter collectively referred to
as "Grants"). All Grants shall be subject to the terms and conditions set
forth herein and to such other terms and conditions of any nature as long as
they are not inconsistent with the Plan as the Committee deems appropriate and
specifies in writing to the participant (the "Grant Letter"). The Committee
shall approve the form and provisions of each Grant Letter. Grants under any
section of the Plan need not be uniform as among the participants receiving
the same type of Grant, and Grants under two or more sections of the Plan may
be combined in one Grant Letter.
3. Shares Subject to the Plan
(a) The aggregate number of shares of the Common Stock, par value
$.10 ("Common Stock"), of the Company that may be issued or transferred under
the Plan is 1,000,000 shares, subject to adjustment pursuant to Section 3(b)
below. The shares may be authorized but unissued shares or reacquired shares.
If and to the extent that options granted under the Plan terminate, expire or
are cancelled without having been exercised (including shares cancelled as
part of an exchange of Grants), or if any shares of restricted stock are
forfeited, the shares subject to such Grant shall again be available for
subsequent Grants under the Plan.
(b) If any change is made to the Common Stock (whether by reason of
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination of shares, or exchange of shares or any other change in
capital structure made without receipt of consideration), then unless such
event or change results in the termination of all outstanding Grants under the
Plan, the Committee shall preserve the value of the outstanding Grants by
adjusting the maximum number and class of shares issuable under the Plan to
reflect the effect of such event or change in the Company's capital structure,
and by making appropriate adjustments to the number and class of shares, the
exercise price of each outstanding option and otherwise, except that any
fractional shares resulting from each adjustments shall be eliminated by
rounding any portion of a share equal to .500 or greater up, and any portion
of a share equal to less than .500 down, in each case to the nearest whole
number.
4. Eligibility for Participation
Officers and other employees of the Company or a Subsidiary
Corporation shall be eligible to participate in the Plan (referred to
individually as an "Eligible Participant" and collectively as "Eligible
Participants"). The Committee shall select from among the Eligible
Participants those who will receive Grants (referred to individually as
"Grantee" and collectively as "Grantees") and shall determine the number of
shares of Common Stock subject to each Grant. The Committee may, if it so
desires, base any such selections or determinations upon the recommendations
of management of the Company. Nothing contained in the Plan shall be construed
to limit in any manner whatsoever the right of the Company to grant rights or
options to acquire Common Stock or awards of Common Stock otherwise than
pursuant to the Plan.
5. Stock Options
(a) Number of Shares. The Committee, in its sole discretion, shall
determine the number of shares of Common Stock that will be subject to each
option.
(b) Type of Option and Option Price.
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(1) The Committee may grant options qualifying as incentive
stock options within the meaning of Section 422 of the Code
("Incentive Stock Options") and other stock options
("NonQualified Stock Options"), in accordance with the terms
and conditions set forth herein, or may grant any
combination of Incentive Stock Options and NonQualified
Stock Options (hereinafter referred to collectively as
"Stock Options"). The option price per share of an Incentive
Stock Option shall be the fair market value (as defined
herein) of a share of Common Stock on the date of grant.
However, if the Grantee of an Incentive Stock Option is the
owner of Common Stock (as determined under section 424(d) of
the Code) who possesses more than 10% of the total combined
voting power of all classes of stock of the Company or a
Parent Corporation or Subsidiary Corporation, the option
price per share in the case of an Incentive Stock Option
shall not be less than 110% of the fair market value of a
share of Common Stock on the date of grant. The option price
per share of a Non-Qualified Stock Option shall be an
amount determined by the Committee in the exercise of its
discretion, but in no event shall such option price be less
than the book value of a share of Common Stock on the date
of grant unless an option price of less than such book value
is approved by the Board of Directors of the Company.
(2) For all valuation purposes under the Plan, the fair
market value of a share of Common Stock shall be determined
in accordance with the following provisions:
(A) If the Common Stock is not at the time listed
or admitted to trading on any stock exchange but is
traded either on the over-the-counter market or
listed on Nasdaq National Market segment of the
Nasdaq Stock Market, the fair market value shall be
the closing selling price of one share of Common
Stock on the date immediately preceding the date in
question as such price is reported by the NASDAQ
system or any successor system. If there is no
reported closing selling price for the Common Stock
on the date immediately preceding the date in
question, then the closing selling price on the
next preceding date for which such quotation exists
shall be determinative of fair market value.
(B) If the Common Stock is at the time listed or
admitted to trading on any stock exchange, then the
fair market value shall be the closing selling
price of one share of Common Stock on the date
immediately preceding the date in question on the
stock exchange determined by the Committee to be
the primary market for the Common Stock, as such
prices are officially quoted on such exchange. If
there is no reported closing selling price of
Common Stock on such exchange on the date
immediately preceding the date in question, then
the fair market value shall be the closing selling
price on the next preceding date for which such
quotation exists.
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(C) If the Common Stock is at the time neither
listed or admitted to trading on any stock
exchange nor traded in the over-the-counter market
(or, if the Committee determines that the value as
determined pursuant to Section 5(b) (2) (A) or (B)
above does not reflect fair market value), then
the Committee shall determine fair market value
after taking into account such factors as it deems
appropriate.
(c) Exercise Period. The Committee shall determine the option
exercise period of each Stock Option. The exercise period shall not exceed ten
years from the date of grant. However, if the Grantee of an Incentive Stock
Option is the owner of Common Stock (as determined under Section 424(d) of the
Code) who then possesses more than 10% of the total combined voting power of
all classes of stock of the Company or a Parent Corporation or Subsidiary
Corporation, the exercise period shall not exceed five years.
(d) Vesting of Options and Restrictions on Shares. The vesting period
for Stock Options shall commence on the date of grant and shall end on the
date or dates, determined by the Committee, that shall be specified in the
Grant Letter. The Committee may impose upon the shares of Common Stock
issuable upon the exercise of a Stock Option such restrictions as it deems
appropriate and specifies in the Grant Letter. During any period in which such
restrictions apply, the provisions of Section 6(d) below shall be applicable
to such shares, and the Committee, in such circumstances as it deems
equitable, may determine that all such restrictions shall lapse.
(e) Manner of Exercise. A Grantee may exercise a Stock Option by
delivering a duly completed notice of exercise to the Secretary of the
Company, together with payment of the option price.
(f) Termination of Employment, Disability or Death.
(1) If a Grantee ceases to be an Eligible Participant for
any reason other than either by reason of the death of such Grantee,
the termination for cause of the Grantee's employment by the Company,
or the Grantee's voluntary termination of his or her employment with
the Company, any Stock Option which is otherwise exercisable by the
Grantee shall terminate unless exercised within ninety days following
the date on which the Grantee ceases to be an Eligible Participant
(or within such other period of time, which may be longer or shorter
than ninety days, as may be specified in the Grant Letter).
(2) In the event of a death of a Grantee while he or she is
an Eligible Participant or within not more than ninety days following
the date on which the Grantee ceases to be an Eligible Participant
(or within such other period of time, which may be longer or shorter
than ninety days, as may be specified in the Grant Letter), any Stock
Option which was otherwise exercisable by the Grantee at the date of
death may be exercised by the Grantee's personal representative at
any time prior to the expiration of one hundred eighty days from the
date of death, but in any event no later than the date of expiration
of the option exercise period.
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(3) If a Grantee ceases to be an Eligible Participant either
by reason of termination of the Grantee's employment by the Company
for cause or the Grantee's voluntary termination of such employment,
any Stock Option which is otherwise exercisable by the Grantee shall
terminate on the date of termination of employment with the Company.
(g) Satisfaction of Option Price. The Grantee shall pay the option
price in good funds received by the Company, or with the consent of the
Committee in its sole discretion, by delivering shares of Common Stock already
owned by the Grantee and having a fair market value equal to the option price
or a combination of cash and shares of Common Stock. The Grantee shall pay the
option price and the amount of withholding tax due, if any, at the time of
exercise. Shares of Common Stock shall not be issued or transferred upon any
purported exercise of a Stock Option until the option price and the
withholding obligation are fully paid.
(h) Limits on Incentive Stock Options. Each Grant of an Incentive
Stock Option shall provide that:
(1) the Stock Option is not transferable by the Grantee,
except, in the case of an individual Grantee, by will or the
laws of descent and distribution;
(2) the Stock Option is exercisable only by the Grantee,
except as otherwise provided herein or in the Grant Letter
in the event of the death of an individual Grantee;
(3) the aggregate fair market value of the Common Stock on
the date of the Grant with respect to which Incentive Stock
Options are exercisable for the first time by a Grantee
during any calendar year under the Plan and under any other
stock option plan of the Company shall not exceed $100,000;
and
(4) unless the Grantee could otherwise transfer Common Stock
issued pursuant to the Stock Option without incurring
liability under Section 16(b) of the Exchange Act, at least
six months must elapse from the date of acquisition of the
Stock Option until the date of disposition of the Common
Stock issued upon exercise thereof.
6. Restricted Stock Grants
The Committee may issue shares of Common Stock to an Eligible
Participant pursuant to an incentive or long range compensation plan, program
or contract approved by the Committee (a "Restricted Stock Grant"). The
following provisions are applicable to Restricted Stock Grants:
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(a) General Requirements. Shares of Common Stock issued pursuant to a
Restricted Stock Grant will be issued for or in consideration for cash or
services rendered having a value, as determined by the Committee, at least
equal to the par value thereof. All conditions and restrictions imposed under
each Restricted Stock Grant, and the period of years during which the
Restricted Stock Grant will remain subject to such restrictions, shall be set
forth in the Grant Letter and designated therein as the "Restriction Period."
All restrictions imposed under any Restricted Stock Grant shall lapse on such
date or dates as the Committee may approve until the restrictions have lapsed
as to 100% of the shares. In addition, the Committee, in circumstances that it
deems equitable, may determine as to any or all Restricted Stock Grants, that
all the restrictions shall lapse, notwithstanding any Restriction Period.
(b) Number of Shares. The Committee, in its sole discretion, shall
determine the number of shares of Common Stock that will be granted in each
Restricted Stock Grant.
(c) Requirement of Relationship with Company. If the Grantee's
relations with the Company as an employee terminates during the period
designated in the Grant Letter as the Restriction Period, the Restricted Stock
Grant shall terminate as to all shares covered by the Grant as to which
restrictions on transfer have not lapsed, and such shares shall be immediately
returned to the Company. The Committee may, in its sole discretion, provide
for complete or partial exceptions to the provisions of this Section 6(c).
(d) Restrictions on Transfer and Legend on Stock Certificate. During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Common Stock to which such Restriction
Period applies except to a Successor Grantee pursuant to Section 8 below. Each
certificate representing a share of Common Stock issued or transferred under a
Restricted Stock Grant shall contain a legend giving appropriate notice of the
restrictions in the Grant. The Grantee shall be entitled to have the legend
removed from the stock certificate or certificates representing any such
shares as to which all restrictions have lapsed.
(e) Stockholder Rights. Except as provided in this Section 6, the
Grantee shall have, with respect to shares of Common Stock issued pursuant to
a Restricted Stock Grant, all of the rights of a stockholder, including the
right to vote the shares and the right to receive any dividends thereon.
7. Stock Appreciation Rights
(a) General Provisions. Stock Appreciation Rights ("SARs") may be
granted in conjunction with all or part of any Stock Option granted under the
Plan. In the case of a NonQualified Stock Option, such rights may be granted
either at or after the time of grant of such Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of grant
of such Stock Option. The exercise price of each SAR shall be equal to (i) the
exercise price or option price of the related Stock Option or (ii) the fair
market value of a share of Common Stock as of the date of grant of such SARs
(as determined in accordance with the valuation method set forth in Section
5(b)(2) hereof), but only in such circumstances where the SAR is granted
subsequent to the date of grant of the related Stock Option and an exercise
price established in accordance with clause (i) above would result in the
disallowance of the Company's expense deduction pursuant to Section 162(m) of
the Code.
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(b) Number of SARs. The number of SARs granted to a Grantee which
shall be exercisable during any given period of time shall not exceed the
number of shares of Common Stock which the Grantee may purchase upon the
exercise of the related Stock Option during such period. Upon the exercise of
a Stock Option, the SARs relating to the Common Stock covered by the Stock
Option shall terminate. Upon the exercise of any SARs, the related Stock
Option shall terminate to the extent of an equal number of shares of Common
Stock.
(c) Settlement Amount. Upon a Grantee's exercise of some or all of
the Grantee's SARs, the Grantee shall receive in settlement of such SARs an
amount equal to the stock appreciation (as defined herein) for the number of
SARs exercised, payable in cash, Common Stock or a combination thereof. The
"stock appreciation" for an SAR is the difference between the option price
specified for the related Stock Option and the fair market value of the
underlying Common Stock (as determined in accordance with the valuation method
set forth in Section 5 (b)(2) hereof),on the date of exercise of the SAR.
(d) Settlement Election. Upon a Grantee's exercise of any SARs, the
Grantee shall have the right to elect the portions of the settlement amount
that the Grantee desires to receive in cash and shares of Common Stock,
respectively. For purposes of calculating the number of shares of Common Stock
to be received upon settlement, shares of Common Stock shall be valued at
their fair market value (as determined in accordance with the valuation method
set forth in Section 5 (b)(2) hereof), on the date of exercise of the SARs.
Notwithstanding the foregoing, the Committee shall have the right (i) to
disapprove a Grantee's election to receive such settlement in whole or in part
in cash, and to require that shares of Common Stock be delivered in lieu of
cash or (ii) to require that settlement be made in cash if the Company does
not or may not in the future have sufficient shares authorized for issuance.
If shares of Common Stock are to be received upon exercise of an SAR, cash
shall be delivered in lieu of any fractional share.
(e) Exercise. An SAR is exercisable only during the period when the
Stock Option to which it is related is also exercisable. No SAR may be
exercised, in whole or in part, by any person who is subject to Section 16 of
the Exchange Act except in accordance with Rule 16b-3(e) under the Exchange
Act.
8. Transferability of Options and Grants
Only a Grantee (or, in the case of an individual Grantee, his or her
authorized legal representative) may exercise rights under a Grant. No
individual Grantee may transfer those rights except by will or by the laws of
descent and distribution or, if permitted under Rule 16b-3 of the Exchange Act
and by the Committee in its sole discretion, pursuant to a qualified domestic
relations order as defined under the Code or Title I of ERISA or the rules
thereunder. Upon the death of an individual Grantee, the personal
representative or other person entitled to succeed to the rights of the
Grantee ("Successor Grantee") may exercise such rights. A Successor Grantee
shall furnish proof satisfactory to the Company of such person's right to
receive the Grant under the Grantee's will or under the applicable laws of
descent and distribution.
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9. Certain Corporate Changes
(a) Sale or Exchange of Assets, Dissolution or Liquidation, or Merger
or Consolidation Where the Company Does Not Survive. If all or substantially
all of the assets of the Company are to be sold or exchanged, the Company is
to be dissolved or liquidated, or the Company is a party to a merger or
consolidation with another corporation in which the Company will not be the
surviving corporation, then, at least ten days prior to the effective date of
such event, the Company shall give each Grantee with any outstanding Grants
written notice of such event and shall indicate in such notice one of the
following determinations by the Committee (which determination shall be made
in the exercise of the sole and absolute discretion of the Committee and shall
be binding on the Grantee): (i) the Grantee shall have the right to exercise
in full any installments of such Grants not previously exercised (whether or
not the right to exercise such installments has accrued pursuant to such
Grants), within ten days after such written notice is sent by the Company, and
any installments of such Grants not so exercised shall thereafter lapse and be
of no further force or effect; or, (ii) the Grantee shall receive new Grants
in substitution for any then unexpired Grants under terms set forth in such
notice; or, (iii) any such successor to the Company shall assume any then
unexpired Grants in accordance with their terms.
(b) Merger or Consolidation Where the Company Survives. If the
Company is a party to a merger or consolidation in which the Company will be
the surviving corporation, then the Committee may, in its sole and absolute
discretion, elect to give each Grantee with any outstanding Grants written
notice of such event. If such notice is given, each such Grantee shall
thereupon have the right to exercise in full any installments of such Grants
not previously exercised (whether or not the right to exercise such
installments has accrued pursuant to such Grants), within ten days after such
written notice is sent by the Company. Any installments of such Grants not so
exercised shall thereafter lapse and be of no further force or effect.
10. Stockholder Approval
The Plan is subject to and no Options shall be exercisable hereunder
until after approval of the Plan by holders of a majority of the shares of
Common Stock present or represented by a proxy in a separate vote at a duly
held meeting of the stockholders of the Company within twelve months after the
date of the adoption of the Plan by the Board of Directors.
11. Approval By The Committee
The Plan is subject to and no Options or SARs shall be exercisable
hereunder until after approval of the Plan and Grants by the Committee which
is comprised solely of the then directors who are (i) not presently employees
of the Company (or related entities); (ii) not former employees still
receiving compensation for prior services (other than benefits under a
tax-qualified pension plan); (iii) not officers of the Company (or related
entities) at any time; and (iv) not currently receiving compensation for
personal services in any capacity other than as a director.
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12. Amendment and Termination of the Plan
(a) Amendment. The Board of Directors may amend or terminate the Plan
at any time, subject to the following limitations:
(1) the approval by the stockholders of the Company and approval by
the Committee shall be required in respect or any amendment that (a)
materially increases the benefits accruing to Eligible Participants
under the Plan, (b) increases the aggregate number of shares of
Common Stock that may be issued or transferred under the Plan (other
than by operation of Section 3(b) above), (c) increases the maximum
number of shares of Common Stock for which any Grantee may be granted
options under the Plan, (d) materially modifies the requirements as
to eligibility for participation in the Plan, or (e) modifies the
provisions for determining the fair market value of a share of Common
Stock; and
(2) the Board of Directors shall not amend the Plan if such amendment
would cause the Plan, any Grant or the exercise of any right under
the Plan to fail to comply with the requirements of Rule 16b-3 under
the Exchange Act, or if such amendment would cause the Plan or the
Grant or exercise of an Incentive Stock Option to fail to comply with
the requirements of Section 422 of the Code including, without
limitation, a reduction of the option price set forth in Section 5(b)
above or an extension of the periods during which an Incentive Stock
Option may be exercised as set forth in Section 5(c) above.
(b) Termination of the Plan. The Plan shall terminate on the tenth
anniversary of its effective date (as set forth in Section 19 below) unless
earlier terminated by the Board of Directors.
(c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not result in
the termination or amendment of the Grant unless the Grantee consents or
unless the Committee acts under Section 20(b) below. The termination of the
Plan shall not impair the power and authority of the Committee with respect to
an outstanding Grant. Whether or not the Plan has terminated, an outstanding
Grant may be terminated or amended under Section 20(b) below or may be amended
by agreement of the Company and the Grantee which is consistent with the Plan.
13. Funding of the Plan
The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under the Plan. In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.
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14. Rights of Eligible Participants
Nothing in the Plan shall entitle any Eligible Participant or other
person to any claim or right to any Grant under the Plan. Neither the Plan nor
any action taken hereunder shall be construed as giving any eligible
Participant or Grantee any rights to be retained by the Company in any
capacity, whether as an employee, non-employee member of the Board of
Directors, independent contractor, consultant or otherwise.
15. Withholding of Taxes
The Company shall have the right to deduct from all Grants paid in
cash any federal, state or local taxes required by law to be withheld with
respect to such Grants paid in cash. In the case of Grants paid in Common
Stock, the Company shall have the right to require the Grantee to pay to the
Company the amount of any taxes which the Company is required to withhold in
respect of such Grants or to take whatever action it deems necessary to
protect the interest of the Company in respect of such tax liabilities,
including, without limitation, withholding a portion of the shares of Common
Stock otherwise deliverable pursuant to the Plan. The Company's obligation to
issue or transfer shares of Common Stock upon the exercise of a Stock Option
or SAR or the acceptance of a Restricted Stock Grant shall be conditioned upon
the Grantee's compliance with the requirements of this Section to the
satisfaction of the Committee.
16. Agreements with Grantees
Each Grant made under the Plan shall be evidenced by a Grant Letter
containing such terms and conditions as the Committee may from time to time
approve.
17. Requirements for Issuance of Shares
No Common Stock shall be issued or transferred under the Plan unless
and until all applicable legal requirements have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any Stock Option, Restricted Stock Grant or SAR on the Grantee's undertaking
in writing to comply with such restrictions on any subsequent dispositions of
the shares of Common Stock issued or transferred thereunder as is deemed
necessary or advisable as a result of any applicable law, regulation or
official interpretation thereof, and certificates representing such shares may
be legended to reflect any such restrictions.
18. Headings
The section headings of the Plan are for reference only. In the event
of a conflict between a section heading and the content of a Section of the
Plan, the content of the Section shall control.
19. Effective Date
The provisions of the Plan shall be effective as of the date the Plan
is adopted by the Board of Directors of the Company, subject to the approval
of the Company's stockholders within twelve months of the effective date.
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20. Miscellaneous
(a) Substitute Grants. The Committee may make a Grant to an employee
who was an employee of another corporation and became an Eligible Participant
by reason of a corporate merger, consolidation, acquisition of stock or
property, reorganization or liquidation involving the Company or a Subsidiary
Corporation and such other corporation. Any such Grant shall be made in
substitution for a stock option or restricted stock grant granted by the other
corporation ("Substituted Stock Incentives"), but the terms and conditions of
the substitute Grant may vary from the terms and conditions required by the
Plan and from those of the Substituted Stock Incentives. The Committee shall
prescribe the provisions of the substitute Grants.
(b) Compliance with Law. The Plan, the exercise of Grants and the
obligations of the Company to issue or transfer shares of Common Stock under
Grants shall be subject to all applicable laws and required approvals by
governmental or regulatory agencies. With respect to persons subject to
Section 16 of the Exchange Act, it is the intent of the Company that the Plan
and all transactions under the Plan shall comply with all applicable
conditions of Rule 16b-3 or any successor provisions under the Exchange Act.
The Committee may revoke any Grant if it is contrary to law or modify any
Grant to bring it into compliance with any then applicable government
regulations. The Committee may also adopt rules regarding the withholding of
taxes on payments to Grantees.
(c) Ownership of Stock. A Grantee or Successor Grantee shall have no
rights as a stockholder with respect to any shares of Common Stock covered by
a Grant until the shares are issued or transferred to the Grantee or Successor
Grantee on the stock transfer records of the Company.
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