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EXHIBIT 10.1
1994 RAYONIER INCENTIVE STOCK PLAN
1. PURPOSE
The purpose of the 1994 Rayonier Incentive Stock Plan is to motivate
and reward superior performance on the part of employees of Rayonier and its
subsidiaries and to thereby attract and retain employees of superior ability. In
addition, the Plan is intended to further opportunities for stock ownership by
such employees in order to increase their proprietary interest in Rayonier and,
as a result, their interest in the success of the Company. Awards will be made,
in the discretion of the Committee, to Key Employees (including officers and
directors who are also employees) whose responsibilities and decisions directly
affect the performance of any Participating Company and its subsidiaries. Such
incentive awards may consist of stock options, stock appreciation rights payable
in stock or cash, performance shares, restricted stock or any combination of the
foregoing, as the Committee may determine.
2. DEFINITIONS
When used herein, the following terms shall have the following
meanings:
"Act" means the Securities Exchange Act of 1934.
"Award" means an award granted to any Key Employee in accordance with
the provisions of the Plan in the form of Options, Rights, Performance Shares or
Restricted Stock, or any combination of the foregoing.
"Award Agreement" means the written agreement evidencing each Award
granted to a Key Employee under the Plan.
"Beneficiary" means the beneficiary or beneficiaries designated
pursuant to Section 10 to receive the amount, if any, payable under the Plan
upon the death of a Key Employee.
"Board" means the Board of Directors of the Company.
"CHANGE IN CONTROL" HAS THE MEANING SPECIFIED IN THE RETIREMENT PLAN.
"Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.)
"Committee" means the Compensation and Management Development Committee
of the Board or such other committee as may be designated by the Board to
administer the Plan.
"Company" means Rayonier Inc. and its successors and assigns.
"Fair Market Value", unless otherwise indicated in the provisions of
this Plan, means, as of any date, the composite closing price for one share of
Stock on the New York Stock Exchange or, if no sales of Stock
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have taken place on such date, the composite closing price on the most recent
date on which selling prices were quoted, the determination to be made in the
discretion of the Committee.
"Incentive Stock Option" means a stock option qualified under Section
422 of the Code.
"Key Employee" means an employee (including any officer or director who
is also an employee) of any Participating Company whose responsibilities and
decisions, in the judgment of the Committee, directly affect the performance of
the Company and its subsidiaries.
"Limited Stock Appreciation Right" means a stock appreciation right
which shall become exercisable automatically upon the occurrence of an
Acceleration Event as described in Section 9 of the Plan.
"Option" means an option awarded under Section 5 of the Plan to
purchase Stock of the Company, which option may be an Incentive Stock Option or
a non-qualified stock option.
"Participating Company" means the Company or any subsidiary or other
affiliate of the Company; provided, however, for Incentive Stock Options only,
"Participating Company" means the Company or any corporation which at the time
such Option is granted qualifies as a "subsidiary" of the Company under Section
425(f) of the Code.
"Performance Share" means a performance share awarded under Section 6
of the Plan.
"Plan" means the 1994 Rayonier Incentive Stock Plan, as the same may be
amended, administered or interpreted from time to time.
"Plan Year" means the calendar year.
"Retirement" means eligibility to receive immediate retirement benefits
under a Participating Company pension plan.
"Restricted Stock" means Stock awarded under Section 7 of the Plan
subject to such restrictions as the Committee deems appropriate or desirable.
"Retirement Plan" means the Retirement Plan for Salaried Employees of
Rayonier Inc., as amended effective July 18, 1997, and as the same may be
thereafter amended from time to time prior to the occurrence of a Change in
Control.
"Right" means a stock appreciation right awarded in connection with an
option under Section 5 of the Plan.
"Stock" means the common shares of the Company.
"Total Disability" means the complete and permanent inability of a Key
Employee to perform all of his or her duties under the terms of his or her
employment with any Participating Company, as determined by the Committee upon
the basis of such evidence, including independent medical reports and data, as
the Committee deems appropriate or necessary.
"Voting Securities" means any securities of the Company that vote
generally in the election of directors.
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3. SHARES SUBJECT TO THE PLAN
The aggregate number of shares of Stock which may be awarded under the
Plan in any Plan Year shall be subject to an annual limit. The maximum number of
shares of Stock for which Awards may be granted under the Plan in each Plan Year
shall be 1.5 percent (l.5%) of the total of the issued and outstanding shares of
Stock reported in the Annual Report on Form 10-K of the Company for the fiscal
year ending immediately prior to any Plan Year. Any unused portion of the annual
limit for any Plan Year shall be carried forward and be made available for
awards in succeeding Plan Years.
No more than twenty percent (20%) of such total number of shares on a
cumulative basis shall be available for restricted stock and performance shares
Awards. In addition to the foregoing, in no event shall more than one million
(1,000,000) shares of Stock be cumulatively available for Awards of incentive
stock options under the Plan. For any Plan Year, no individual employee may
receive an Award of stock options for more than ten percent (10%) of the annual
limit on available shares applicable to that Plan Year.
Subject to the above limitations, shares of Stock to be issued under
the Plan may be made available from the authorized but unissued shares, or from
shares purchased in the open market. For the purpose of computing the total
number of shares of Stock available for Awards under the Plan, there shall be
counted against the foregoing limitations the number of shares of Stock which
equal the value of performance share Awards, in each case determined as at the
dates on which such Awards are granted. If any Awards under the Plan are
forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock
or are exchanged for other Awards, the shares of Stock which were theretofore
subject to such Awards shall again be available for Awards under the Plan to the
extent of such forfeiture or expiration of such Awards. Further, any shares that
are exchanged (either actually or constructively) by optionees as full or
partial payment to the Company of the purchase price of shares being acquired
through the exercise of a stock option granted under the Plan may be available
for subsequent Awards, provided however, that such shares may be awarded only to
those participants who are not directors or executive officers (as that term is
defined in the rules and regulations under Section 16 of the Exchange Act).
4. GRANT OF AWARDS AND AWARD AGREEMENTS
(a) Subject to the provisions of the Plan, the Committee shall (i)
determine and designate from time to time those Key Employees or groups of Key
Employees to whom Awards are to be granted; (ii) determine the form or forms of
Award to be granted to any Key Employee; (iii) determine the amount or number of
shares of Stock subject to each Award; and (iv) determine the terms and
conditions of each Award.
(b) Each Award granted under the Plan shall be evidenced by a written
Award Agreement. Such agreement shall be subject to and incorporate the express
terms and conditions, if any, required under the Plan or required by the
Committee.
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5. STOCK OPTIONS AND RIGHTS
(a) With respect to Options and Rights, the Committee shall (i)
authorize the granting of Incentive Stock Options, non-qualified stock options,
or a combination of Incentive Stock Options and non-qualified stock options;
(ii) authorize the granting of Rights which may be granted in connection with
all or part of any Option granted under this Plan, either concurrently with the
grant of the option or at any time thereafter during the term of the Option;
(iii) determine the number of shares of Stock subject to each Option or the
number of shares of Stock that shall be used to determine the value of a Right;
and (iv) determine the time or times when and the manner in which each Option or
Right shall be exercisable and the duration of the exercise period.
(b) Any option issued hereunder which is intended to qualify as an
Incentive Stock Option shall be subject to such limitations or requirements as
may be necessary for the purposes of Section 422 of the Code or any regulations
and rulings thereunder to the extent and in such form as determined by the
Committee in its discretion.
(c) Rights may be granted only to Key Employees who may be considered
directors or officers of the Company for purposes of Section 16 of the Act.
(d) The exercise period for a non-qualified stock option and any
related Right shall not exceed ten years and two days from the date of grant,
and the exercise period for an Incentive Stock Option and any related Right
shall not exceed ten years from the date of grant.
(e) The Option price per share shall be determined by the Committee at
the time any Option is granted and shall be not less than the Fair Market Value
of one share of Stock on the date the Option is granted.
(f) No part of any Option or Right may be exercised until the Key
Employee who has been granted the Award shall have remained in the employ of a
Participating Company for such period after the date of grant as the Committee
may specify, if any, and the Committee may further require exercisability in
installments; provided, however, the period during which a Right is exercisable
shall commence no earlier than six months following the date the Option or Right
is granted.
(g) The purchase price of the shares as to which an Option shall be
exercised shall be paid to the Company at the time of exercise either in cash or
Stock already owned by the optionee having a total Fair Market Value equal to
the purchase price, or a combination of cash and Stock having a total fair
market value, as so determined, equal to the purchase price. The Committee shall
determine acceptable methods for tendering Stock as payment upon exercise of an
Option and may impose such limitations and prohibitions on the use of Stock to
exercise an Option as it deems appropriate.
(h) Unless Section 9 shall provide otherwise, Rights granted to a
director or officer shall terminate when such person ceases to be considered a
director or officer of the Company subject to Section 16 of the Act.
(i) In case of termination of employment, the following provisions
shall apply:
(A) If a Key Employee who has been granted an Option shall die
before such Option has expired, his or her Option may be exercised in
full by the person or persons to whom the Key Employee's rights under
the Option pass by will, or if no such person has such right, by his or
her executors or administrators, at any time, or from time to time,
within five years after the date of the
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Key Employee's death or within such other period, and subject to such
terms and conditions as the Committee may specify, but not later than
the expiration date specified in Section 5(d) above.
(B) If the Key Employee's employment by any Participating
Company terminates because of his or her Retirement or Total
Disability, he or she may exercise his or her Options in full at any
time, or from time to time, within five years after the date of the
termination of his or her employment or within such other period, and
subject to such terms and conditions as the Committee may specify, but
not later than the expiration date specified in Section 5(d) above. Any
such Options not fully exercisable immediately prior to such optionee's
retirement shall become fully exercisable upon such retirement unless
the Committee, in its sole discretion, shall otherwise determine.
(C) Except as provided in Section 9, if the Key Employee shall
voluntarily resign before eligibility for Retirement or he or she is
terminated for cause as determined by the Committee, the Options or
Rights shall be cancelled coincident with the effective date of the
termination of employment.
(D) If the Key Employee's employment terminates for any other
reason, he or she may exercise his or her Options, to the extent that
he or she shall have been entitled to do so at the date of the
termination of his or her employment, at any time, or from time to
time, within three months after the date of the termination of his or
her employment or within such other period, and subject to such terms
and conditions as the Committee may specify, but not later than the
expiration date specified in Section 5(d) above.
(j) No Option or Right granted under the Plan shall be transferable
other than by will or by the laws of descent and distribution. During the
lifetime of the optionee, an Option or Right shall be exercisable only by the
Key Employee to whom the Option or Right is granted.
(k) With respect to an Incentive Stock Option, the Committee shall
specify such terms and provisions as the Committee may determine to be necessary
or desirable in order to qualify such Option as an "incentive stock option"
within the meaning of Section 422 of the Code.
(1) With respect to the exercisability and settlement of Rights:
(i) Upon exercise of a Right, the Key Employee shall
be entitled, subject to such terms and conditions the
Committee may specify, to receive upon exercise thereof all or
a portion of the excess of (A) the Fair Market Value of a
specified number of shares of Stock at the time of exercise,
as determined by the Committee, over (B) a specified amount
which shall not, subject to Section 5(e), be less than the
Fair Market Value of such specified number of shares of Stock
at the time the Right is granted. Upon exercise of a Right,
payment of such excess shall be made as the Committee shall
specify in cash, the issuance or transfer to the Key Employee
of whole shares of Stock with a Fair Market Value at such time
equal to any excess, or a combination of cash and shares of
Stock with a combined Fair Market Value at such time equal to
any such excess, all as determined by the Committee. The
Company will not issue a fractional share of Stock and, if a
fractional share would otherwise be issuable, the Company
shall pay cash equal to the Fair Market Value of the
fractional share of Stock at such time.
(ii) For the purposes of Subsection (i) of this
Section 5(l), in the case of any such Right or portion
thereof, other than a Right related to an Incentive Stock
Option,
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exercised for cash during a "window period" specified by Rule
16b-3 under the Act, the Fair Market Value of the Stock at the
time of such exercise shall be the highest composite daily
closing price of the Stock during such window period.
(iii) In the event of the exercise of such Right, the
Company's obligation in respect of any related Option or such
portion thereof will be discharged by payment of the Right so
exercised.
6. PERFORMANCE SHARES
(a) Subject to the provisions of the Plan, the Committee shall (i)
determine and designate from time to time those Key Employees or groups of Key
Employees to whom Awards of Performance Shares are to be made, (ii) determine
the Performance Period (the "Performance Period") and Performance Objectives
(the "Performance Objectives") applicable to such Awards, (iii) determine the
form of settlement of a Performance Share and (iv) generally determine the terms
and conditions of each such Award. At any date, each Performance Share shall
have a value equal to the Fair Market Value of a share of Stock at such date;
provided that the Committee may limit the aggregate amount payable upon the
settlement of any Award.
(b) The Committee shall determine a Performance Period of not less than
two nor more than five years. Performance Periods may overlap and Key Employees
may participate simultaneously with respect to Performance Shares for which
different Performance Periods are prescribed.
(c) The Committee shall determine the Performance Objectives of Awards
of Performance Shares. Performance Objectives may vary from Key Employee to Key
Employee and between groups of Key Employees and shall be based upon such
performance criteria or combination of factor as the Committee may deem
appropriate, including, but not limited to, minimum earnings per share or return
on equity. If during the course of a Performance Period there shall occur
significant events which the Committee expects to have a substantial effect on
the applicable Performance Objectives during such period, the Committee may
revise such Performance Objectives.
(d) At the beginning of a Performance Period, the Committee shall
determine for each Key Employee or group of Key Employees the number of
Performance Shares or the percentage of Performance Shares which shall be paid
to the Key Employee or member of the group of Key Employees if Performance
Objectives are met in whole or in part.
(e) If a Key Employee terminates service with all Participating
Companies during a Performance Period because of death, Total Disability,
Retirement, or under other circumstances where the Committee in its sole
discretion finds that a waiver would be in the best interests of the Company,
that Key Employee may, as determined by the Committee, be entitled to an Award
of Performance Shares at the end of the Performance Period based upon the extent
to which the Performance Objectives were satisfied at the end of such period,
which Award, in the discretion of the Committee, may be maintained without
change or reduced and prorated for the portion of the Performance Period during
which the Key Employee was employed by any Participating Company; provided,
however, the Committee may provide for an earlier payment in settlement of such
Performance Shares in such amount and under such terms and conditions as the
Committee deems appropriate or desirable. If a Key Employee terminates service
with all Participating Companies during a Performance Period for any other
reason, then such Key Employee shall not be entitled to any Award with respect
to that Performance Period unless the Committee shall otherwise determine.
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(f) Each Award of a Performance Share shall be paid in whole shares of
Stock, or cash, or a combination of Stock and cash either as a lump sum payment
or in annual installments, all as the Committee shall determine, with payment to
commence as soon as practicable after the end of the relevant Performance
Period.
7. RESTRICTED STOCK
(a) Restricted Stock shall be subject to a restriction period (after
which restrictions will lapse) which shall mean a period commencing on the date
the Award is granted and ending on such date as the Committee shall determine
(the "Restriction Period"). The Committee may provide for the lapse of
restrictions in installments where deemed appropriate.
(b) Except when the Committee determines otherwise pursuant to Section
7(d), if a Key Employee terminates employment with all Participating Companies
for any reason before the expiration of the Restriction Period, all shares of
Restricted Stock still subject to restriction shall be forfeited by the Key
Employee and shall be reacquired by the Company.
(c) Except as otherwise provided in this Section 7, no shares of
Restricted Stock received by a Key Employee shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period.
(d) In cases of death, Total Disability or Retirement or in cases of
special circumstances, the Committee may, in its sole discretion when it finds
that a waiver would be in the best interests of the Company, elect to waive any
or all remaining restrictions with respect to such Key Employee's Restricted
Stock.
(e) The Committee may require, under such terms and conditions as it
deems appropriate or desirable, that the certificates for Stock delivered under
the Plan may be held in custody by a bank or other institution, or that the
Company may itself hold such shares in custody until the Restriction Period
expires or until restrictions thereon otherwise lapse, and may require, as a
condition of any Award of Restricted Stock that the Key Employee shall have
delivered a stock power endorsed in blank relating to the Restricted Stock.
(f) Nothing in this Section 7 shall preclude a Key Employee from
exchanging any shares of Restricted Stock subject to the restrictions contained
herein for any other shares of Stock that are similarly restricted.
(g) Subject to Section 7(e) and Section 8, each Key Employee entitled
to receive Restricted Stock under the Plan shall be issued a certificate for the
shares of Stock. Such certificate shall be registered in the name of the Key
Employee, and shall bear an appropriate legend reciting the terms, conditions
and restrictions, if any, applicable to such Award and shall be subject to
appropriate stop-transfer orders.
8. CERTIFICATES FOR AWARDS OF STOCK
(a) The Company shall not be required to issue or deliver any
certificates for shares of Stock prior to (i) the listing of such shares on any
stock exchange on which the Stock may then be listed and (ii) the completion of
any registration or qualification of such shares under any federal or state law,
or any ruling or regulation of any government body which the Company shall, in
its sole discretion, determine to be necessary or advisable.
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(b) All certificates for shares of Stock delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. The foregoing
provisions of this Section 8(b) shall not be effective if and to the extent that
the shares of Stock delivered under the Plan are covered by an effective and
current registration statement under the Securities Act of 1933, or if and so
long as the Committee determines that application of such provisions is no
longer required or desirable. In making such determination, the Committee may
rely upon an opinion of counsel for the Company.
(c) Except for the restrictions on Restricted Stock under Section 7,
each Key Employee who receives Stock in settlement of an Award of Stock, shall
have all of the rights of a shareholder with respect to such shares, including
the right to vote the shares and receive dividends and other distributions. No
Key Employee awarded an Option, a Right or Performance Share shall have any
right as a shareholder with respect to any shares covered by his or her Option,
Right or Performance Share prior to the date of issuance to him or her of a
certificate or certificates for such shares.
9. CHANGE IN CONTROL
Notwithstanding any provisions in this Plan to the contrary:
(a) Each outstanding Option granted under the Plan shall
become immediately exercisable in full for the aggregate number of
shares covered thereby and all related Rights shall also become
exercisable upon the occurrence of a Change in Control and shall
continue to be exercisable in full for cash for a period of 60 calendar
days beginning on the date that such Change in Control occurs and
ending on the 60th calendar day following that date; provided, however,
that (A) no Right shall become exercisable earlier than six months
following the date the Right is granted, and (B) no Option or Right
shall be exercisable beyond the expiration date of its original term.
(b) Options and Rights shall not terminate and shall continue
to be fully exercisable for a period of seven months following the
occurrence of a Change in Control in the case of an employee who is
terminated other than for just cause or who voluntarily terminates his
or her employment because he or she in good faith believes that as a
result of such Change in Control he or she is unable effectively to
discharge his or her present duties or the duties of the position he or
she occupied just prior to the occurrence of such Change in Control.
For purposes of Section 9 only, termination shall be for "just cause"
only if such termination is based on fraud, misappropriation or
embezzlement on the part of the employee which results in a final
conviction of a felony. Under no circumstances, however, shall any
Option or Right be exercised beyond the expiration date of its original
term.
(c) Any Right or portion thereof may be exercised for cash
within the 60-calendar-day period following the occurrence of a Change
in Control with settlement, except in the case of a Right related to an
Incentive Stock Option, based on the "Formula Price" which shall be the
highest of (A) the highest composite daily closing price of the Stock
during the period beginning on the 60th calendar day prior to the date
on which the Right is exercised and ending on the date such Right is
exercised, (B) the highest gross price paid for the Stock during the
same period of time, as reported in a report on Schedule 13D filed with
the Securities and Exchange Commission or (C) the highest gross price
paid or to be paid for a share of Stock (whether by way of exchange,
conversion,
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distribution upon merger, liquidation or otherwise) in any of the
transactions set forth in the definition of "Change in Control" in the
Retirement Plan.
(d) Upon the occurrence of a Change in Control, Limited Stock
Appreciation Rights shall automatically be granted as to any Option
with respect to which Rights are not then outstanding; provided,
however, that Limited Stock Appreciation Rights shall be provided at
the time of grant of any Incentive Stock Option subject to
exercisability upon the occurrence of a Change in Control. Limited
Stock Appreciation Rights shall entitle the holder thereof, upon
exercise of such rights and surrender of the related Option or any
portion thereof, to receive, without payment to the Company (except for
applicable withholding taxes), an amount in cash equal to the excess,
if any, of the Formula Price as that term is defined in Section 9 over
the option price of the Stock as provided in such Option; provided that
in the case of the exercise of any such Limited Stock Appreciation
Right or portion thereof related to an Incentive Stock Option, the Fair
Market Value of the Stock at the time of such exercise shall be
substituted for the Formula Price. Each such Limited Stock Appreciation
Right shall be exercisable only during the period beginning on the
first business day following the occurrence of such Change in Control
and ending on the 60th calendar day following such date and only to the
same extent the related Option is exercisable. In the case of persons
who are considered directors or officers of the Company for purposes of
Section 16 of the Act, Limited Stock Appreciation Rights shall not be
so exercisable until they have been outstanding for at least six
months. Upon exercise of a Limited Stock Appreciation Right and
surrender of the related Option, or portion thereof, such Option, to
the extent surrendered, shall not thereafter be exercisable.
(e) The restrictions applicable to Awards of Restricted Stock
issued pursuant to Section 7 shall lapse upon the occurrence of a
Change in Control and the Company shall issue stock certificates
without a restrictive legend. Key Employees holding Restricted Stock on
the date of a Change in Control may tender such Restricted Stock to the
Company which shall pay the Formula Price as that term is defined in
Section 9; provided, such Restricted Stock must be tendered to the
Company within 60 calendar days of the Change in Control.
(f) If a Change in Control occurs during the course of a
Performance Period applicable to an Award of Performance Shares
pursuant to Section 6, then the Key Employee shall be deemed to have
satisfied the Performance Objectives and settlement of such Performance
Shares shall be based on the Formula Price, as defined in this Section
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10. BENEFICIARY
(a) Each Key Employee shall file with the Company a written designation
of one or more persons as the Beneficiary who shall be entitled to receive the
Award, if any, payable under the Plan upon his or her death. A Key Employee may
from time-to-time revoke or change his or her Beneficiary designation without
the consent of any prior Beneficiary by filing a new designation with the
Company. The last such designation received by the Company shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Company prior to the Key Employee's death,
and in no event shall it be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time of a
Key Employee's death, or if no designated Beneficiary survives the Key Employee
or if such designation conflicts with law, the Key Employee's estate shall be
entitled to receive the Award, if any, payable under the Plan upon his or her
death. If the Committee is in doubt as to the right of any person to receive
such Award, the Company may retain such Award, without liability for any
interest thereon, until the Committee determines the rights thereto, or the
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Company may pay such Award into any court of appropriate jurisdiction and such
payment shall be a complete discharge of the liability of the Company therefor.
11. ADMINISTRATION OF THE PLAN
(a) Each member of the Committee shall be both a member of the Board
and a "non-employee director" within the meaning of Rule 16b-3(b)(3)(i) under
the Act or successor rule or regulation. No member of the Committee shall be, or
shall have been, eligible to receive an Award under the Plan or any other plan
maintained by any Participating Company to acquire stock, stock options, stock
appreciation rights, performance shares or restricted stock of a Participating
Company at any time within the one year immediately preceding the member's
appointment to the Committee.
(b) All decisions, determinations or actions of the Committee made or
taken pursuant to grants of authority under the Plan shall be made or taken in
the sole discretion of the Committee and shall be final, conclusive and binding
on all persons for all purposes.
(c) The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof, and its
interpretations and constructions thereof and actions taken thereunder shall be,
except as otherwise determined by the Board, final, conclusive and binding on
all persons for all purposes.
(d) The Committee's decisions and determinations under the Plan need
not be uniform and may be made selectively among Key Employees, whether or not
such Key Employees are similarly situated.
(e) The Committee may, in its sole discretion, delegate such of its
powers as it deems appropriate.
(f) If a Change in Control has not occurred and if the Committee
determines that a Key Employee has taken action inimical to the best interests
of any Participating Company, the Committee may, in its sole discretion,
terminate in whole or in part such portion of any Option (including any related
Right) as has not yet become exercisable at the time of termination, terminate
any Performance Share Award for which the Performance Period has not been
completed or terminate any Award of Restricted Stock for which the Restriction
Period has not lapsed.
12. AMENDMENT, EXTENSION OR TERMINATION
The Board may, at any time, amend or terminate the Plan and,
specifically, may make such modifications to the Plan as it deems necessary to
avoid the application of Section 162(m) of the Code and the Treasury regulations
issued thereunder. However, no amendment shall, without approval by a majority
of the Company's stockholders, (a) alter the group of persons eligible to
participate in the Plan, (b) except as provided in Section 13 increase the
maximum number of shares of Stock which are available for Awards under the Plan
or (c) extend the period during which awards may be granted beyond December 31,
2003. If a Change in Control has occurred, no amendment or termination shall
impair the rights of any person with respect to a prior Award.
13. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK
In the event of any recapitalization, reclassification, split-up or
consolidation of shares of Stock or, stock dividend, merger or consolidation of
the Company or sale by the Company of all or a portion of its
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assets, the Committee may make such adjustments in the Stock subject to Awards,
including Stock subject to purchase by an Option, or the terms, conditions or
restrictions on Stock or Awards, including the price payable upon the exercise
of such Option, as the Committee deems equitable.
14. MISCELLANEOUS
(a) Except as provided in Section 9, nothing in this Plan or any Award
granted hereunder shall confer upon any employee any right to continue in the
employ of any Participating Company or interfere in any way with the right of
any Participating Company to terminate his or her employment at any time. No
Award payable under the Plan shall be deemed salary or compensation for the
purpose of computing benefits under any employee benefit plan or other
arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise. No Key Employee shall have any claim to
an Award until it is actually granted under the Plan. To the extent that any
person acquires a right to receive payments from the Company under this Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts except as
provided in Section 7(e) with respect to Restricted Stock.
(b) The Committee may cause to be made, as a condition precedent to the
payment of any Award, or otherwise, appropriate arrangements with the Key
Employee or his or her Beneficiary, for the withholding of any federal, state,
local or foreign taxes.
(c) The Plan and the grant of Awards shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required.
(d) The terms of the Plan shall be binding upon the Company and its
successors and assigns.
(e) Captions preceding the sections hereof are inserted solely as a
matter of convenience and in no way define or limit the scope or intent of any
provision hereof.
15. EFFECTIVE DATE, TERM OF PLAN AND SHAREHOLDER APPROVAL
The effective date of the Plan was March 1, 1994 and was approved by
the Company's shareholders within twelve months before such date. The Plan was
amended and restated effective October 16, 1998. No Award shall be granted under
this Plan after the Plan's termination date. The Plan's termination date shall
be December 31, 2003. The Plan will continue in effect for existing Awards as
long as any such Award is outstanding.
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