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EXHIBIT 10.8
MSX INTERNATIONAL, INC.
2000 STOCK OPTION PLAN
SECTION 1: PURPOSES
The purposes of this MSX International, Inc. 2000 Stock Option Plan are to
encourage selected employees of MSX International, Inc. and its Subsidiaries to
acquire a proprietary interest in the Company in order to provide motivation and
to reward them for contributions to the attainment of Company objectives. The
Plan is also intended to support the Company's Corporate Guiding Principles and
enhance its ability to attract and retain especially qualified individuals upon
whom the sustained progress, growth, profitability and value of the Company
depend.
SECTION 2: DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth
below:
2.1 "AFFILIATE" means, with respect to any Person, any other Person that
controls, is controlled by or is under common control with such Person.
For the purposes of the definition "control" (including, with its
correlative meanings, the terms "controlling", "controlled by" and
"under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether
through the ownership of securities, by contract or otherwise. For
purposes of this Plan, employees, officers and directors of Citicorp
Venture Capital, Ltd., a New York corporation ("CVC"), and its
Affiliates shall be "Affiliates" of CVC or any Affiliate of CVC.
2.2 "AWARD AGREEMENT" OR "AGREEMENT" means any written agreement, contract
or other instrument or document evidencing an Option granted under the
Plan, which may, but need not, be executed or acknowledged by a
Participant.
2.3 "BOARD" means the board of directors of the Company.
2.4 "CAUSE" means, with respect to a Participant (i) a material breach of
any employment, non-compete or confidentiality agreement with the
Company or any of its Subsidiaries to which such person is party
(including, without limitation, any Management Subscription Agreement,
as defined in the Stockholders Agreement), (ii) commission by such
person of a felony, a crime involving moral turpitude or any other
willful act causing material harm to the business, financial condition,
standing or reputation of the Company or any of its Subsidiaries, (iii)
commission of any act of fraud or dishonesty with respect to the
business of the Company or its Subsidiaries or (iv) willful misconduct
or gross negligence in connection with the performance of a
Participant's duties to the Company and its Subsidiaries, in each case
as determined in good faith by the Board.
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2.5 "CODE" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder.
2.6 "COMMITTEE" means the Compensation Committee of the Board.
2.7 "COMPANY" means MSX International, Inc., a Delaware corporation.
2.8 "COMMON STOCK" OR "STOCK" means the common stock, $0.01 par value, of
the Company.
2.9 "DISABILITY" means a physical or mental impairment that causes a
Participant to be unable to engage in any substantial gainful activity
and that is expected to result in death or is expected to last for a
continuous period of at least 12 months, as determined in good faith by
the Board.
2.10 "EMPLOYEE" means an officer or employee of the Company or any
Subsidiary.
2.11 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations of the Securities and
Exchange Commission thereunder.
2.12 "EXERCISE PRICE" in the case of a Stock Option, means the amount for
which one share of Stock may be purchased upon exercise of such Option,
as specified in the Award Agreement.
2.13 "FAIR MARKET VALUE" means the fair market value per share as determined
by the Board acting in good faith in its sole discretion; provided,
however, that if the Common Stock is listed on a national securities
exchange or quoted in an interdealer quotation system, the fair market
value shall be based on the last sales price or, if unavailable, the
average of the closing bid and asked prices per share of the Common
Stock on such date (or, if there was no trading or quotation in the
Common Stock on such date, on the next preceding date on which there
was trading or quotation) as provided by one of such organizations.
2.14 "INCENTIVE STOCK OPTION" OR "ISO" means an incentive stock option
within the meaning of section 422 of the Code, or any successor
provision thereto.
2.15 "INITIAL PUBLIC OFFERING" OR "IPO" means the Company's first offering
of Stock to the general public under an effective registration
statement filed with the Securities and Exchange Commission in
accordance with the Securities Act of 1933, covering the distribution
of Common Stock (i) which raises at least $50,000,000 of aggregate net
proceeds to the Company (after underwriters' fees, commissions and
discounts and offering expenses) or (ii) as a result of which, at that
time, at least 25% of the Common Stock, on a fully-diluted basis, has
been sold (including through dividend or spin-off) to the public.
2.16 "NON-QUALIFIED STOCK OPTION" OR "NSO" means a stock option, granted
pursuant to this Plan, which is not intended to be an ISO or an ISO
that,
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subsequent to the date of grant thereof, fails to satisfy the
requirements of section 422 of the Code or any successor provision
thereto.
2.17 "OPTION" OR "STOCK OPTION" means an ISO or NSO granted under this Plan
and entitling the holder to purchase shares of Stock subject to the
provisions of this Plan and the Award Agreement.
2.18 "OPTION PRICE" means Exercise Price.
2.19 "PARTICIPANT" means any Employee to whom an Option is granted under
this Plan.
2.20 "PERSON" means an individual, partnership, corporation, trust,
unincorporated organization, limited liability company or partnership,
joint venture, government (or agency or political subdivision thereof)
or any other entity of any kind.
2.21 "PLAN" means this MSX International, Inc. 2000 Stock Option Plan.
2.22 "STOCKHOLDERS AGREEMENT" means the Stockholders' Agreement dated as of
January 3, 1997 by and among MSX International, Inc., MascoTech, Inc.,
Citicorp Venture Capital, Ltd. and certain other shareholders of MSX
International, Inc., as amended or restated from time to time.
2.23 "SUBSIDIARY" means (i) any corporation with respect to which the
Company or, for purposes of Section 9, another Person owns, directly or
indirectly, 50% or more of the total combined voting power of all
classes of stock of such corporation or (ii) any entity which the
Committee reasonably expects to become a Subsidiary within the meaning
of clause (i).
2.24 "VEST" OR "VESTING" means the date on which an Option becomes
exercisable and/or non-forfeitable, as applicable, in accordance with
the terms of the Plan.
SECTION 3: ADMINISTRATION
The Committee shall administer this Plan. The Committee shall have sole and
absolute authority regarding (a) granting of Options consistent with Plan
provisions, (b) determining all Option terms including, but not limited to,
Option type, Vesting and other features and conditions, (c) Plan interpretation,
(d) adoption of Plan administration rules, recordkeeping and procedures, and (f)
any and all other decisions regarding the Plan.
Each member of the Committee shall be entitled to, in good faith, rely or act
upon any report or other information furnished to him by any officer or other
employee of the Company or any of its Subsidiaries, the Company's independent
certified public accountants or any executive compensation consultant, legal
counsel or other professional retained by the Company to assist in the
administration of the Plan. To the fullest extent permitted by applicable law,
no member of the Committee, nor any officer or employee of the Company acting on
behalf of the Committee, shall be personally liable for any action,
determination or interpretation taken or made in good faith with
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respect to the Plan, and all members of the Committee and any officer or
employee of the Company acting on its behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company with respect to any such
action, determination or interpretation.
Any action of the Committee with respect to the Plan shall be final, conclusive
and binding on all Persons, including the Company, Subsidiaries, Participants,
any Person claiming any rights under the Plan from or through any Participant
and stockholders, except to the extent the Committee may subsequently modify, or
take further action not consistent with, its prior action. If not specified in
the Plan, the time at which the Committee must or may make any determination
shall be determined by the Committee, and any such determination may thereafter
by modified by the Committee (subject to Section 12). The express grant of any
specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee.
SECTION 4: SHARES SUBJECT TO PLAN
4.1 BASIC LIMITATION - SHARES. Subject to the capital adjustment provisions
set forth in Section 7 of this Plan, the maximum number of shares of
Stock that may be issued pursuant to Stock Options shall be 1,000,000
shares of Common Stock. Stock issued under this Plan may consist, in
whole or in part, of authorized but unissued shares or of treasury
shares.
4.2 RE- AWARDING OF EXPIRED SHARES. If any Options under this Plan expire
due to termination by a Participant or expiration of the term of the
Option or otherwise, the Stock underlying such Options shall again
become available for Options under the Plan, subject to the basic
limitations in Section 4.1.
SECTION 5: ELIGIBILITY
Any Employee shall be eligible for award of Options under the Plan. The
Committee, upon its own action, may grant, but shall not be required to grant,
an Option to any Employee at any time and from time to time, and may include or
exclude prior or new Participants and award fewer or a greater number of Options
as it shall decide in its sole determination. The Committee's determinations
under the Plan need not be uniform and may be made by it selectively among
Employees who receive or are eligible to receive Options.
SECTION 6: OPTIONS
6.1 AWARD AGREEMENT. Each grant of an Option under this Plan shall be
evidenced by an Award Agreement between the Participant and the
Company. Such Option shall be subject to all applicable terms of the
Plan and may be subject to any other terms that are not inconsistent
with the Plan. The Award Agreement shall specify whether the Option is
an ISO or a NSO. The provisions of the various Award Agreements entered
into under the Plan need not be identical.
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6.2 ELIGIBILITY FOR ISOS. An Employee who owns more than 10% of the total
combined voting power of the Stock shall not be eligible for the grant
of an ISO unless the requirements set forth in section 422(c)(5) of the
Code are satisfied. Any awarded Options that fail to qualify as ISOs
shall become NSOs.
6.3 NUMBER OF SHARES. Each Award Agreement shall specify the number of
shares of Stock subject to the Option.
6.4 EXERCISE PRICE. Each Award Agreement shall specify the Exercise Price
for each Option. The Exercise Price under an ISO shall in no event be
less than 100% of the Fair Market Value of a share of Stock on the date
of grant for an Employee that owns less than 10% of the total combined
voting power of the Stock and in no event be less than 110% of the Fair
Market Value of a share of Stock on the date of grant for an Employee
that owns 10% or more of the total combined voting power of the Stock.
6.5 VESTING. Unless otherwise specified by the Committee, each Option shall
vest and become exercisable in five equal installments on each of the
first five anniversaries of the date the Option is granted.
6.6 EXERCISABILITY AND TERM. Each Award Agreement shall specify the date or
event when all or any installment of the Option is to become
exercisable. The Award Agreement shall also specify the term of the
Option; provided that the term of an ISO shall in no event exceed 10
years from the date of grant for an Employee that owns less than 10% of
the total combined voting power of the Stock and in no event exceed
five years from the date of grant for an employee that owns 10% or more
of the total combined voting power of the Stock. An Award Agreement may
provide for accelerated exercisability in the event of the
Participant's death, disability or other event, and may provide for
expiration prior to the end of its term in the event of the termination
of the Participant's employment with the Company or any Subsidiary.
6.7 MODIFICATION OF OPTIONS. Within the limitation of the Plan, the
Committee may modify or extend outstanding Options or may accept the
cancellation of outstanding Options in return for the grant of new
Options for the same or a different number of shares of Stock and at
the same or a different Exercise Price. Notwithstanding the foregoing,
no modification of an Option shall, without the consent of the
Optionee, adversely alter or impair his or her rights or obligations
under such Option.
6.8 BUYOUT PROVISIONS. The Committee may at any time offer to purchase for
a payment of cash or cash equivalents an Option previously granted.
6.9 PAYMENT FOR OPTION SHARES. The Exercise Price of shares of Stock issued
upon exercise of Options shall be payable in one or more of the
following methods, as determined by the Committee:
(i) cash,
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(ii) surrender of prior owned shares of Stock,
(iii) any combination of cash and the surrender of prior owned
shares of Stock; or
(iv) by "cashless exercise" arrangements, to the extent permitted
by applicable law.
If Stock is used to pay all or part of the Option Price, the shares
surrendered must have a Fair Market Value that is not less than such
Exercise Price or part thereof.
6.10 SHARE CERTIFICATES. All certificates for Stock or other securities
delivered under the Plan pursuant to any Option or the exercise thereof
shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules,
regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Stock or other
securities are then listed, any applicable Federal or state securities
laws and the terms and conditions of the Stockholders Agreement and the
Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
6.11 NO RIGHTS UNTIL EXERCISE AND PAYMENT. A Participant shall have no
rights as a stockholder with respect to any shares of Stock covered by
the Participant's Option until such Participant becomes entitled to
receive such shares by filing a notice of Exercise and paying the
Exercise Price pursuant to the terms of such Option.
6.12 STOCKHOLDERS AGREEMENT. Prior to the grant of any Option hereunder or
such later time as is requested by the Committee, the Participant, as a
condition to the grant of such Option, shall execute a joinder
agreement to the Stockholders Agreement and agree to be bound by the
provisions thereof. The Stockholders Agreement contains restrictions on
a Participant's ability to transfer his Options and the Common Stock
acquired upon his exercise of an Option and allows the Company and
certain stockholders to repurchase a Participant's Vested Options and
the Common Stock acquired upon his exercise of an Option under certain
circumstances. In addition, a Participant may also be required to sell
his Vested Options and the Common Stock acquired upon his exercise of
an Option as directed by other stockholders.
6.13 WAIVER OF JURY TRIAL. Prior to the grant of any Option hereunder, the
Participant, as a condition to the grant of such Option, shall agree to
the following waiver:
"SUCH PARTICIPANT WAIVES HIS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CLAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PLAN OR ANY
OPTIONS GRANTED HEREUNDER. SUCH PARTICIPANT ALSO WAIVES ANY BOND OR
SURETY OR SECURITY UPON SUCH BONDS
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WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTICIPANT. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS PLAN OR ANY OPTIONS GRANTED HEREUNDER, INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. SUCH PARTICIPANT
WARRANTS AND REPRESENTS THAT HE HAS REVIEWED THIS WAIVER WITH HIS LEGAL
COUNSEL, AND THAT HE KNOWINGLY AND VOLUNTARILY WAIVES HIS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PLAN OR ANY OPTIONS
GRANTED HEREUNDER. IN THE EVENT OF LITIGATION, THIS RELEASE MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
SECTION 7: ADJUSTMENT
In the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Stock, other securities or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange
of Stock or other securities of the Company, or other similar corporate
transaction or event affects the Stock such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and type of shares of Stock (or other securities or
property) which thereafter may be made the subject of Options, including the
aggregate and individual limits specified in Section 4, (ii) the number and type
of shares of Stock (or other securities or property) subject to outstanding
Options, and (iii) the grant or Exercise Price with respect to any Option or, if
deemed appropriate, make provision for a cash payment to the holder of an
outstanding Option; provided, however, that the number of shares of Stock
subject to any Option shall always be a whole number. In addition, the Committee
is authorized to make adjustments in the terms and conditions of, and the
criteria included in, Options (including, without limitation, cancellation of
Options in exchange for the intrinsic (i.e., in-the-money) value, if any, of the
Vested portion thereof, or substitution of Options using securities of a
successor or other entity) in recognition of unusual or nonrecurring events
(including, without limitation, an event described in the preceding sentence)
affecting the Company or any Subsidiary or the financial statements of the
Company or any Subsidiary, or in response to changes in applicable laws,
regulations, or accounting principles.
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SECTION 8: CONVERSION AND DISTRIBUTION EVENTS
8.1 INITIAL PUBLIC OFFERING. In the event of an Initial Public Offering of
the Stock, vesting provisions for any Option granted under this Plan
will remain unchanged unless otherwise stated in the Award Agreement or
provided by the Committee at such time.
SECTION 9: TERMINATION OF EMPLOYMENT
9.1 TERMINATION. Except as otherwise provided by the Committee, Options
held by a Participant shall terminate upon the earliest of:
(a) FOR CAUSE. If a Participant's employment with the Company or
its Subsidiary is terminated for Cause, all Options, whether
or not Vested, shall be forfeited, as of the date of such
event.
(b) VOLUNTARY TERMINATION. Any Participant whose employment with
the Company or its Subsidiary is terminated for any reason
other than a termination by the Company or such Subsidiary for
Cause shall have a period of six (6) months, in the case of
death or Disability, and thirty (30) days, in all other cases,
from the date of the termination event to exercise any Vested
Options; provided, however, that during any such 6-month or
30-day period, as applicable, the Options shall be exercisable
only to the extent Vested and exercisable as of the date of
such termination. All non-Vested Options as of the date of
such termination and Vested Options that are not exercised
upon the conclusion of such 6-month or 30-day period, as
applicable, shall be terminated and forfeited.
(c) EXPIRATION. Upon the tenth anniversary of the date of grant of
any Option.
(d) TRANSACTIONS. Upon the consummation of any transaction whereby
the Company (or any successor to the Company or substantially
all of its business) is merged into or becomes a wholly-owned
Subsidiary of any other entity, unless the surviving entity of
such merger or other entity owning the Company shall continue
or assume the Plan as it relates to Options then outstanding
(in which case such other entity shall be treated as the
Company for all purposes hereunder, and, pursuant to Section
7, the board of directors (or other governing body) of such
other entity shall make appropriate adjustment in the number
and kind of shares of Common Stock subject thereto and the
exercise price per share thereof to reflect consummation of
such transaction). If the Plan is not to be so assumed, the
Company shall notify the Participants of consummation of such
transaction at least ten days in advance thereof. If such
other entity is an Affiliate of the Company immediately prior
to consummation of any such transaction, Options shall not
terminate but shall remain Options to
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purchase Common Stock of the Company unless the Plan is in
fact so continued or assumed by such other entity.
9.2 SUBSEQUENT NON-COMPETE BREACHES. If a Participant's employment with the
Company or its Subsidiary is terminated for any reason and, at any time
thereafter, the Participant breaches any of his non-compete obligations
to the Company or any Subsidiary, all his Options, whether or not
Vested, shall be forfeited, as of the date of such event. In such
event, such Participant also shall be obligated to return to the
Company cash in an amount equal to the difference between the amount
paid to him by the Company on account of the repurchase by the Company
of any Options or shares of Common Stock owned by such Participant
pursuant to the Stockholders Agreement and the lower of (x) the Fair
Market Value of such securities as of the date of such breach and (y)
the price paid by such Participant for such securities.
SECTION 10: RESTRICTIONS AND MISCELLANEOUS PROVISIONS
10.1 CONFIDENTIALITY AND NON-COMPETE. All Options shall require compliance
with all Company policies and agreements regarding confidentiality of
information and non-competition as may be set forth in the Award
Agreement. In the event that a Participant breaches his or her
confidentiality or non-compete obligations, Options, whether or not
Vested, shall be forfeited, as of the date of such event.
10.2 ALL OPTIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. This Plan
shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to any choice of law or
conflict of law provision or rule that would cause the application of
the laws of any jurisdiction other than the State of New York, except
to the extent that the General Corporation Law of the State of Delaware
may apply.
10.3 NO RIGHT TO OPTIONS. No Employee has any claim or right to be granted
an Option under the Plan.
10.4 NO RIGHT TO EMPLOYMENT. Neither this Plan nor any Option granted under
the Plan shall be deemed to confer upon any Participant a right to
remain an Employee of the Company or any of its Subsidiaries. The
Company and its Subsidiaries reserve the right to terminate the
services of any Employee at any time, with or without Cause, subject to
applicable laws, Company policies and any written employment or other
agreement between the Company and a Participant, if applicable.
10.5 NON-TRANSFERABILITY. Options under the Plan and any rights and
privileges pertaining thereto, may not be transferred, assigned,
pledged or hypothecated in any manner, by operation of law or
otherwise, other than as provided in the Stockholders Agreement and as
further subject to applicable law.
10.6 WITHHOLDING. The Company shall have the right to deduct from all
amounts distributed pursuant to the Plan any federal, state, local or
other taxes required by
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law to be withheld with respect to Options. The Company shall be
authorized to withhold from any Option granted or any payment due or
transfer made under any Option or under the Plan or from any
compensation or other amount owing to a Participant the amount (in
cash, stock, other securities, or other property) of withholding taxes
due in respect of an Option, its exercise, or any payment or transfer
under such Option or under the Plan and to take such other action
(including, without limitation, providing for elective payment of such
amounts in cash, Stock, other securities or other property by the
Participant) as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such taxes. The Company
shall have the right to require that a Participant make such provision,
or furnish the Company such authorization, necessary or desirable so
that the Company may satisfy its obligation, under applicable laws, to
withhold or otherwise pay for income or other taxes of a Participant
attributable to the grant, exercise or cancellation of Options granted
under the Plan or the sale of Common Stock issued with respect to
Options. This authority shall include authority to withhold or receive
Common Stock or other property and to make cash payments in respect
thereof in satisfaction of a Participant's tax obligations (provided,
however, that the amount of Stock so withheld shall not exceed the
amount necessary to satisfy required tax withholding obligations using
the minimum statutory rate applicable).
10.7 RESTRICTIONS. The Company shall not be obligated to deliver Common
Stock upon the exercise or settlement of any Option or take any other
action under the Plan until the Company shall have determined that
applicable federal and state laws, rules, and regulations have been
complied with and such approvals of any regulatory or governmental
agency have been obtained and contractual obligations to which the
Option may be subject have been satisfied.
10.8 PARTICIPANTS' RIGHTS UNSECURED. The Plan shall at all times remain
unfunded and no provision shall at any time be made with respect to
segregating assets of the Company for payment of any benefits
hereunder. No Participant or other Person shall have any interest in
any particular assets of the Company by reason of the right to receive
a benefit under this Plan and any such Participant or other Person
shall have only the rights of a general unsecured creditor of the
Company with respect to any rights under the Plan.
10.9 LIMITATIONS OF LIABILITY. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting
as employee or agent of the Company shall be liable to any Participant,
former Participant or other person for any claim, loss, liability or
expense incurred in connection with the Plan.
10.10 PLAN EXPENSES. The Company shall assume all costs associated with the
administration of this Plan.
10.11 CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The Committee may
correct any defect, supply any omission or reconcile any inconsistency
in the Plan
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or any Award Agreement in the manner and to the extent it shall deem
desirable to effectuate the Plan.
10.12 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect other or additional compensation arrangements,
including the grant of options and other stock-based awards, and such
arrangements may be either generally applicable or applicable only in
specific cases.
10.13 SEVERABILITY. If any provision of the Plan or any Award Agreement is or
becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any person or Option, or would disqualify the
Plan or Option under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable
laws, or if it cannot be so construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the
Plan or the Award Agreement, such provision shall be stricken as to
such jurisdiction, person or Award Agreement, and the remainder of the
Plan and any such Award Agreement shall remain in full force and
effect.
10.14 FRACTIONAL SHARES. No fractional share of Stock shall be issued or
delivered pursuant to the Plan or any Award Agreement, and the
Committee shall determine whether cash, other securities or property
shall be paid or transferred in lieu of any fractional shares, or
whether such fractional shares or any rights thereto shall be
cancelled, terminated or otherwise eliminated.
10.15 HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or a provision thereof.
SECTION 11: EFFECTIVE DATE AND PLAN TERM
The Plan, as set forth herein, shall become effective October 1, 2000, subject
to approval by the Board and the stockholders of the Company and execution by a
duly authorized officer of the Company, and will remain in effect for a period
of ten years from the effective date or until amended or terminated under the
provisions hereof. No Options under the Plan may be granted after the date of
termination of the Plan, although any Option theretofore granted may extend
beyond such date, and the authority of the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such Option, or to waive any conditions or
rights under any such Option, and the authority of the Board to amend the Plan,
shall extend beyond such date.
SECTION 12: PLAN AMENDMENT OR TERMINATION
The Company reserves the right to amend or terminate the Plan at any time and
any amendment shall be subject to stockholder approval only as required by
applicable laws, regulations or rules. No Plan amendment or termination shall in
any way adversely affect the rights of a Participant without such Participant's
consent. The Committee, at its sole
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and absolute discretion, reserves the right to accelerate the Vesting of all
non-Vested Options.
[signature page to follow]
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SECTION 13: EXECUTION
In witness whereof, the Company has caused this instrument to be executed as of
October 1, 2000, by its Executive Vice President - Chief Financial Officer, who
is duly authorized to execute this document on behalf of the Company.
MSX International, Inc.
By: /s/ Frederick K. Minturn
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Frederick K. Minturn
Executive Vice President & Chief
Financial Officer
Attest:
/s/ Paula S. Bond
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Name: Paula S. Bond
Title: Senior Legal Assistant