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EXHIBIT 10.37
SUN COMMUNITIES, INC.
LONG TERM INCENTIVE PLAN
ARTICLE I.
PURPOSE AND ADOPTION OF THE PLAN
1.1 PURPOSE. The purpose of the Sun Communities, Inc. Long Term Incentive
Plan (the "Plan") is to provide eligible employees of Sun Communities, Inc. and
its Subsidiaries (the "Company") with an additional incentive to promote the
Company's financial success and to provide an incentive which the Company may
use to induce able persons to enter into or remain in the employment of the
Company.
1.2 ADOPTION AND TERM. The Plan was approved by the Company's Board of
Directors and became effective on May 29, 1997 (the "Effective Date"), and will
remain in effect until all shares authorized under the terms of the Plan have
been issued, unless earlier terminated or abandoned by action of the Board.
ARTICLE II.
DEFINITIONS
2.1 ADMINISTRATOR means the group of persons having authority to administer
the Plan pursuant to Section 3.1.
2.2 AWARD means a right to receive Non-Qualified Stock Options at the end of
the Award Period, subject to the Company's attainment of the Performance Target
and other terms and conditions set forth in the Plan.
2.3 AWARD AGREEMENT means a written agreement between the Company and
Participant or a written acknowledgment from the Company specifically setting
forth the terms and conditions of an Award granted under the Plan.
2.4 AWARD PERIOD means the period beginning on January 1, 1997 and ending on
December 31, 2001.
2.5 BENEFICIARY means (a) an individual, trust or estate who or which, by
will or by operation of the laws of descent and distribution, succeeds to the
rights and obligations of the Participant under the Plan and Award Agreement or
Option Agreement upon the Participant's death; or (b) an individual, who by
designation of the Participant, succeeds to the rights and obligations of the
Participant under the Plan and Award Agreement or Option Agreement upon the
Participant's death.
2.6 BOARD means the Board of Directors of the Company.
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2.7 CHANGE OF CONTROL EVENT means (a) an event or series of events by which
any person, as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 ("Person"), or other entity or group of Persons acting in
concert as a partnership or other group (a "Group of Persons"), other than
Persons who are, or Groups of Persons entirely made up of, (i) management
personnel of the Company or (ii) any affiliates of any such management
personnel) shall, as a result of a tender or exchange offer or offers, open
market purchase or purchases, a privately negotiated purchase or purchases or
otherwise, become the beneficial owner (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, except that a Person shall be deemed to
have "beneficial ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of 20% or more of the combined voting power of
the then outstanding voting stock of the Company; (b) the Company consolidates
with, or merges with or into, another Person (other than a Subsidiary in a
transaction which is not otherwise a Change of Control Event), or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into the Company, in any such event pursuant to a transaction
in which the outstanding voting stock of the Company is converted into or
exchanged for cash, securities or other property; (c) during any consecutive
two-year period, individuals who at the beginning of such period constituted the
Board (together with any new directors whose election by such Board or whose
nomination for election by the stockholders of the Company, was approved by a
vote of 66-2/3% of the directors then still in office who were either directors
at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board then in office; or (d) any liquidation or dissolution of the Company
(other than a liquidation into a Subsidiary that is not otherwise a Change of
Control Event).
2.8 CODE means the Internal Revenue Code of 1986, as amended. References to
a section of the Code shall include that section and any comparable section or
sections of any future legislation that amends, supplements or supersedes that
section.
2.9 COMPANY means Sun Communities, Inc., a Maryland corporation.
2.10 COMPANY COMMON STOCK means the Common Stock of the Company, par value
$0.01.
2.11 COMPENSATION means a Participant's base wages or salary and overtime
pay, including elective contributions that are made by the Company on behalf of
the Participant that are not includible in gross income under Section 125,
402(e)(3), 402(h), or 403(b) of the Code, and excluding bonuses, commissions,
and all other compensation.
2.12 DATE OF GRANT means the date designated by the Administrator as the
date as of which it grants an Award under the Plan or a Non-Qualified Stock
Option pursuant to an Award Agreement.
2.13 DIRECTOR means a member of the Board of Directors of the Company.
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2.14 EFFECTIVE DATE means May 29, 1997, the date the Plan was adopted by the
Board.
2.15 EXPIRATION DATE means the date specified in an Option Agreement as the
expiration date of such Option.
2.16 FAIR MARKET VALUE means, on any given date, the average of the highest
and lowest selling price for the Company Common Stock as reported on the
Composite Tape for New York Stock Exchange Listed Companies, or, if there were
no sales on such date, the average of the highest and lowest selling price for
the most recent date upon which a sale was reported.
2.17 NON-QUALIFIED STOCK OPTION means a stock option which does not meet the
requirements of an Incentive Stock Option under Section 422 of the Code.
2.18 OFFICER means any officer of the Company, including, without
limitation, the Chairman of the Board, Chief Executive Officer, President,
Senior Vice President, Chief Financial Officer, Chief Operating Officer,
Treasurer and Secretary.
2.19 OPTION means a Non-Qualified Stock Option granted under the Plan.
2.20 OPTION AGREEMENT means a written agreement between the Company and the
Participant or a written acknowledgment from the Company setting forth the terms
and conditions of an Option granted pursuant to an Award under the Plan.
2.21 PARTICIPANT shall mean a person eligible to receive an Award as set
forth in Article V.
2.22 PERFORMANCE TARGET shall mean the level of corporate performance upon
which the grant of Options is conditioned, as further described in Section 6.2.
2.23 PLAN means the Sun Communities, Inc. 1997 Long Term Incentive Plan, as
described herein and as it may be amended from time to time.
2.24 PURCHASE PRICE, with respect to Options, shall have the meaning set
forth in Section 7.1.
2.25 SUBSIDIARY shall have the meaning set forth in Section 424(f) of the
Code.
2.26 TERMINATION OF EMPLOYMENT means the voluntary or involuntary
termination of a Participant's employment with the Company for any reason,
including death, disability, retirement or as the result of the divestiture of
the Participant's employer or any other similar transaction in which the
Participant's employer ceases to be the Company or a Subsidiary of the Company.
Whether an authorized leave of absence or absence on military or government
service, absence due to disability, or absence for any other reason shall
constitute Termination of Employment shall be determined in each case by the
Administrator in its sole discretion.
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ARTICLE III.
ADMINISTRATION
3.1 ADMINISTRATION. The Administrator of the Plan shall be the Compensation
Committee of the Board. The Administrator shall administer the Plan in
accordance with its terms and shall have the sole and absolute discretionary
authority to interpret the Plan, to establish and modify administrative rules
for the Plan, and to take such steps in connection with the Plan, Awards and
Options granted thereunder, as it may deem necessary or advisable. The
Administrator may delegate such of its powers and authority under the Plan as it
deems appropriate to designated officers or employees of the Company.
3.2 INDEMNIFICATION. Members of the Administrator shall be entitled to
indemnification and reimbursement from the Company for any action or any failure
to act in connection with service as Administrator to the full extent provided
for or permitted by the Company's certificate of incorporation or bylaws or by
any insurance policy or other agreement intended for the benefit of the
Company's officers, directors or employees or by any applicable law.
ARTICLE IV.
COMPANY COMMON STOCK ISSUABLE PURSUANT TO THE PLAN
4.1 SHARES ISSUABLE. Shares of Company Common Stock to be issued under the
Plan may be authorized and unissued shares or issued shares which have been
reacquired by the Company. Except as provided in Section 4.2, the Options
granted to any Participant and to all Participants in the aggregate under the
Plan shall be limited so that the sum of (i) all shares which shall be issued
upon the exercise of outstanding Options granted under the Plan, and (ii) the
number of shares otherwise issuable under an Option which are applied by the
Company to payment of the withholding or tax liability discussed in Section 7.12
shall never exceed 240,000.
4.2 ADJUSTMENTS TO REFLECT CAPITAL CHANGES.
(A) RECAPITALIZATION. The number and kind of shares subject to
outstanding Options, the Purchase Price for such shares, and the number and
kind of shares available for Options granted under the Plan shall be
appropriately adjusted to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other change in
capitalization with a similar substantive effect upon the Plan or the
Options granted under the Plan. The Administrator shall have the power to
determine the amount of the adjustment to be made in each case.
(B) SALE OR REORGANIZATION. After any reorganization, merger or
consolidation in which the Company is a surviving corporation, each
Participant shall, at no additional cost, be entitled upon exercise of an
Option to receive (subject to any required action by stockholders), in lieu
of the number of shares of Company Common Stock receivable or exercisable
pursuant to such Option, a number and class of shares of stock or other
securities to which such Participant would have been entitled pursuant to
the terms of the reorganization, merger or
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consolidation if, at the time of such reorganization, merger or
consolidation, such Participant had been the holder of record of a number of
shares of stock equal to the number of shares receivable or exercisable
pursuant to such Option. Comparable rights shall accrue to each Participant
in the event of successive reorganizations, mergers or consolidations of the
character described above.
(C) OPTIONS TO PURCHASE STOCK OF ACQUIRED COMPANIES. After any
reorganization, merger or consolidation in which the Company or a Subsidiary
of the Company shall be a surviving corporation, the Administrator may grant
substituted Options under the provisions of the Plan, pursuant to Section
424 of the Code, replacing old options granted under a plan of another party
to the reorganization, merger or consolidation, where such party's stock may
no longer be issued following such merger or consolidation. The foregoing
adjustments and manner of application of the foregoing provisions shall be
determined by the Administrator in its sole discretion. Any adjustments may
provide for the elimination of any fractional shares which might otherwise
have become subject to any Options.
ARTICLE V.
PARTICIPATION
ELIGIBLE EMPLOYEES. All salaried employees of the Company, excluding
Officers, who are employed by the Company on the Effective Date, or who become
employed by the Company prior to the end of the Award Period, shall be eligible
to receive an Award under the Plan. The Administrator may also, as it deems
appropriate and consistent with the purpose of the Plan, designate one or more
hourly employees of the Company to receive Awards.
ARTICLE VI.
AWARD OF OPTIONS
6.1 TERMS OF AWARD. Subject to the Company's achievement of one of the
Performance Targets described in Section 6.2 below, on January 31, 2002 the
Company shall grant to each Participant who has not forfeited his or her Award
under Section 6.3 Options entitling the Participant to purchase from the Company
the number of shares of Company Common Stock determined by multiplying the
aggregate number of shares available for the Performance Target achieved by a
fraction, the numerator of which is the Participant's total Compensation during
the Award Period and the denominator of which is the aggregate total
Compensation of all Participants (excluding any Participants who have forfeited
their Awards pursuant to Section 6.3 below) during the Award Period. Options for
fractional shares shall not be granted. The excess of the Fair Market Value on
December 31, 2001 over the Fair Market Value on the Effective Date of any
fractional shares resulting under the formula described above shall be paid to
the Participant in cash on January 31, 2002, or as soon as practicable
thereafter.
6.2 PERFORMANCE TARGETS. The aggregate number of Options to be granted
pursuant to Awards shall depend on the Company's achieving, during the Award
Period, certain increases (as set forth in the table below) in its Funds from
Operations (FFO) as reflected in Management's
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Discussion and Analysis contained in the Company's Annual Report on Form 10-K,
over its 1996 level of $2.24 per share.
ANNUAL PER SHARE GROWTH OF FFO AGGREGATE NUMBER OF OPTIONS GRANTED
Less than 8% 0
At least 8% but less than 9% 120,000
At least 9% but less than 10% 168,000
10% or more 240,000
The Administrator may, in its sole discretion, extend the Award Period or modify
the Performance Targets to decrease the required percentage increase in FFO at
any time prior to January 31, 2002, if events or transactions occur which cause
the Performance Target described herein to be an inappropriate measure of
achievement.
6.3 DURATION OF AWARDS. During the Award Period, a Participant's Award shall
be forfeited upon Termination of Employment for any reason other than the
Participant's retirement at or after age 65 or the Participant's death. In the
event of such a retirement or death, the Participant or the Participant's
Beneficiary shall be granted an Option in accordance with Section 6.1 and 6.2,
on January 31, 2002, and may exercise such options in accordance with the
provisions of Sections 7.4.
6.4 RIGHTS AS A STOCKHOLDER. The Participant or any transferee of an Option
pursuant to Section 7.4 or Section 7.13 shall have no rights as a stockholder
with respect to any shares of Company Common Stock covered by an Option or Award
until the Participant or transferee shall have become the holder of record of
any such shares, and no adjustment shall be made for dividends and cash or other
property or distributions or other rights with respect to any such shares of
Company Common Stock for which the record date is prior to the date on which the
Participant or a transferee of the Option shall have become the holder of record
of any such shares covered by the Option.
ARTICLE VII.
TERMS OF OPTIONS
7.1 PURCHASE PRICE OF OPTIONS. The Purchase Price of Company Common Stock
issued upon the exercise of Options shall be the Fair Market Value on the
Effective Date.
7.2 VESTING OF OPTIONS One-third of a Participant's Options shall first
become exercisable on January 31, 2002, with an additional one-third becoming
exercisable on January 31, 2003 and January 31, 2004 respectively.
7.3 DURATION OF OPTIONS . Options shall terminate after the first to occur
of the following events:
(A) Ten years from the Date of Grant of the Option; or
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(B) Termination of the Award as provided in Section 7.4.
7.4 EXERCISE ON DEATH OR TERMINATION OF EMPLOYMENT.
(A) Unless otherwise provided in the Award Agreement, in the event of
the death of a Participant while an employee of the Company or retirement of
a Participant at or after age 65, the right to exercise all unexpired and
unexercised Options shall be accelerated and shall accrue as of the date of
death or retirement. In the case of the Participant's death, the
Participant's Options may be exercised by the Participant's Beneficiary at
any time within one year after the later of the Participant's death or Date
of Grant of the Options.
(B) Unless otherwise provided in the Option Agreement, in the event of
Participant's Termination of Employment at any time for any reason other
than death, retirement at or after age 65 or for "cause", as defined in
paragraph (c) below, an Option may be exercised, but only to the extent it
was otherwise exercisable, on the date of Termination of Employment, within
thirty days after the date of Termination of Employment. In the event of the
death of the Participant within the thirty-day period following Termination
of Employment, the Participant's Option may be exercised by the
Participant's Beneficiary within the one year period provided in
subparagraph (a) above.
(C) In the event that a Participant's Termination of Employment is for
"cause", all Options shall terminate immediately upon Termination of
Employment. A Participant's employment shall be deemed to have been
terminated for "cause" if such termination is determined, in the sole
discretion of the Administrator, to have resulted from an act or omission by
the Participant constituting active and deliberate dishonesty, as
established by a final judgment or actual receipt of an improper benefit or
profit in money, property or services, or from the Participant's continuous
failure to perform his or her duties under any employment agreement in
effect between the Participant and the Company in any material manner (or,
in the absence of such an agreement, the consistent failure or refusal of
the Participant to perform according to reasonable expectations and
standards set by the Board and/or management consistent with Participant's
title and position) after receipt of notice of such failure from the Company
specifying how the Participant has so failed to perform.
7.5 ACCELERATION OF EXERCISE TIME. The Administrator, in its sole
discretion, shall have the right (but shall not in any case be obligated) to
permit purchase of shares under any Option prior to the time such Option would
otherwise become exercisable under the terms of the Option Agreement.
7.6 EXTENSION OF EXERCISE TIME. The Administrator, in its sole discretion,
shall have the right (but shall not in any case be obligated) to permit any
Option granted under this Plan to be exercised after its Expiration Date or
after the thirty-day period following Termination of Employment.
7.7 CHANGE OF CONTROL EVENT. Unless otherwise provided in the Option
Agreement, and subject to such other terms and conditions as the Administrator
may establish in the Option
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Agreement, upon the occurrence of a Change of Control Event, irrespective of
whether or not an Option is then exercisable, the Participant shall have the
right to exercise in full any unexpired Option to the extent not theretofore
exercised or terminated.
7.8 EXERCISE PROCEDURES. Each Option granted under the Plan shall be
exercised by written notice to the Company which must be received by the officer
of the Company designated in the Option Agreement on or before the Expiration
Date of the Option. The Purchase Price of shares purchased upon exercise of an
Option granted under the Plan shall be paid in full in cash by the Participant
pursuant to the Option Agreement; provided, however, that the Administrator may
(but need not) permit payment to be made by delivery to the Company of either
(a) shares of Company Common Stock (including shares issuable to the Participant
pursuant to the exercise of the Option), or (b) any combination of cash and
shares of Company Common Stock, or (c) such other consideration as the
Administrator deems appropriate and in compliance with applicable law (including
payment in accordance with a cashless exercise program under which, if so
instructed by the Participant, shares of Company Common Stock may be issued
directly to the Participant's broker or dealer upon receipt of the Purchase
Price in cash from the broker or dealer.) In the event that any Company Common
Stock shall be transferred to the Company to satisfy all or any part of the
Purchase Price, the part of the Purchase Price deemed to have been satisfied by
such transfer of Company Common Stock shall be equal to the product derived by
multiplying the Fair Market Value as of the date of exercise times the number of
shares transferred. The Participant may not transfer to the Company in
satisfaction of the Purchase Price (y) a number of shares which when multiplied
times the Fair Market Value as of the date of exercise would result in a product
greater than the Purchase Price or (z) any fractional share of Company Common
Stock. Any part of the Purchase Price paid in cash upon the exercise of any
Option shall be added to the general funds of the Company and used for any
proper corporate purpose. Unless the Administrator shall otherwise determine,
any Company Common Stock transferred to the Company as payment of all or part of
the Purchase Price upon the exercise of any Option shall be held as treasury
shares.
7.9 OPTION AGREEMENT. The grant and the terms and conditions of the Option
shall be set forth in an Option Agreement between the Company and the
Participant. No person shall have any rights under any Option granted under the
Plan unless and until the Administrator and the Participant to whom the Award is
granted shall have executed and delivered an Option Agreement expressly granting
the Option to such person and setting forth the terms of the Option.
7.10 PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the Plan shall govern
all Awards and Options granted under the Plan, and in no event shall the
Administrator have the power to grant any Award or Option under the Plan which
is contrary to any of the provisions of the Plan. In the event any provision of
any Award or Option granted under the Plan shall conflict with any term in the
Plan as constituted on the Date of Grant of the Award or Option, the term in the
Plan as constituted on the Date of Grant of such Award or Option shall control.
Except as provided in Section 4.2, 6.3, 7.5 or 7.6 , the terms of any Award or
Option granted under the Plan may not be changed after the granting of such
Award or Option without the express approval of the Participant.
7.11 MODIFICATION OF AWARD AFTER GRANT. Each Award or Option granted under
the Plan to a Participant may be modified after the date of its grant by express
written agreement
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between the Company and the Participant, provided that such change (i) shall not
be inconsistent with the terms of the Plan and (ii) shall be approved by the
Administrator.
7.12 TAXES. The Company shall be entitled, if the Administrator deems it
necessary or desirable, to withhold (or secure payment from the Participant in
lieu of withholding) the amount of any withholding, employment or other tax
required by law to be withheld or paid by the Company with respect to any amount
payable and/or shares issuable under such Participant's Award or Option, and the
Company may defer payment or issuance of the cash or stock upon exercise of an
Option unless indemnified to its satisfaction against any liability for such
tax. The amount of such withholding or tax payment shall be determined by the
Administrator and, unless otherwise provided by the Administrator, shall be
payable by the Participant at the time of issuance or payment in accordance with
the following rules:
(A) A Participant shall have the right to elect to meet his or her
withholding requirement by: (1) having the Company withhold from such Award
the appropriate number of shares of Company Common Stock, rounded out to the
next whole number, the Fair Market Value of which is equal to such amount,
or, in the case of the cash payment, the amount of cash, as is determined by
the Company to be sufficient to satisfy applicable tax withholding
requirements; or (2) direct payment to the Company in cash of the amount of
any taxes required to be withheld with respect to such Award.
(B) In the event that an Option or shares received upon exercise of an
Option has already been transferred to the Participant on the date upon
which withholding requirements apply, the Participant shall pay directly to
the Company the cash amount determined by the Company to be sufficient to
satisfy applicable federal, state or local withholding requirements. The
Participant shall provide to the Company such information as the Company
shall require to determine the amounts to be withheld and the time such
withholding requirements become applicable.
(C) If permitted under applicable federal income tax laws, a
Participant may elect to be taxed in the year in which an Option or Award is
exercised or received, even if it would not otherwise have become taxable to
the Participant. If the Participant makes such an election, the Participant
shall promptly notify the Company in writing and shall provide the Company
with a copy of the executed election form as filed with the Internal Revenue
Service no later than thirty days from the date of exercise or receipt.
Promptly following such notification, the Participant shall pay directly to
the Company the cash amount determined by the Company to be sufficient to
satisfy applicable federal, state or local withholding tax requirements.
7.13 LIMITATIONS ON TRANSFER. A Participant's rights and interest under the
Plan may not be assigned or transferred other than by will or the laws of
descent and distribution, or pursuant to the terms of a domestic relations
order, as defined in Section 414(p)(1)(B) of the Code, which satisfies the
requirements of Section 414(p)(1)(A) of the Code (a "Qualified Domestic
Relations Order"). During the lifetime of a Participant, only the Participant
personally (or the Participant's personal representative or attorney-in-fact) or
the alternate payee named in a Qualified Domestic
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Relations Order may exercise the Participant's rights under the Plan. The
Participant's Beneficiary may exercise a Participant's rights to the extent they
are exercisable under the Plan following the death of the Participant.
7.14 SURRENDER OF AWARDS. Any Award or Option granted under the Plan may be
surrendered to the Company for cancellation on such terms as the Administrator
and Participant approve, including, but not limited to, terms which provide that
upon such surrender the Company will pay to the Participant cash or Company
Common Stock, or a combination of cash and Company Common Stock.
ARTICLE VIII.
GENERAL PROVISIONS
8.1 AMENDMENT AND TERMINATION OF PLAN.
(A) AMENDMENT. The Board shall have complete power and authority to
amend the Plan at any time. No termination or amendment of the Plan may,
without the consent of the Participant to whom any Award or Option shall
have been granted under the Plan, adversely affect the right of such
individual under such Award or Option
(B) TERMINATION. The Board shall have the right and the power to
terminate the Plan at any time. If the Plan is not earlier terminated, the
Plan shall terminate when all shares authorized under the Plan have been
issued. No Award shall be granted under the Plan after the termination of
the Plan, but the termination of the Plan shall not have any other effect
and any Option outstanding at the time of the termination of the Plan may be
exercised after termination of the Plan at any time prior to the expiration
date of such Option to the same extent such Option would have been
exercisable if the Plan had not been terminated.
8.2 NO RIGHT TO EMPLOYMENT. No employee or other person shall have any claim
or right to be granted an Award or Option under this Plan. Nothing in this Plan
shall confer upon any employee any right to continue in employment with the
Company or interfere in any way with the right of the Company to terminate such
person's employment at any time.
8.3 SECURITIES LAW RESTRICTIONS. The shares of Company Common Stock issuable
pursuant to the terms of any Options granted under the Plan may not be issued by
the Company without registration or qualification of such shares under the
Securities Act of 1933, as amended, or under various state securities laws or
without an exemption from such registration requirements. Unless the shares to
be issued under the Plan have been registered and/or qualified as appropriate,
the Company shall be under no obligation to issue shares of Company Common Stock
upon exercise of an Option unless and until such time as there is an appropriate
exemption available from the registration or qualification requirements of
federal or state law as determined by the Administrator in its sole discretion.
The Administrator may require any person who is granted an award hereunder to
agree with the Company to represent and agree in writing that if such shares are
issuable under an exemption from registration requirements, the shares will be
"restricted"
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securities which may be resold only in compliance with applicable securities
laws, and that such person is acquiring the shares issued upon exercise of the
Option for investment, and not with a view toward distribution.
8.4 CAPTIONS. The captions (i.e., all section headings) used in the Plan are
for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit, characterize or affect in any way any provisions of the Plan,
and all provisions of the Plan shall be construed as if no captions have been
used in the Plan.
8.5 SEVERABILITY. Whenever possible, each provision in the Plan and every
Award or Option at any time granted under the Plan shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Award or Option at any time granted under the Plan shall be
held to be prohibited or invalid under applicable law, then (a) such provision
shall be deemed amended to accomplish the objectives of the provision as
originally written to the fullest extent permitted by law and (b) all other
provisions of the Plan and every other Award or Option at any time granted under
the Plan shall remain in full force and effect.
8.6 NO STRICT CONSTRUCTION. No rule of strict construction shall be implied
against the Company, the Administrator, or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Administrator.
8.7 CHOICE OF LAW. All determinations made and actions taken pursuant
to the Plan shall be governed by the laws of Michigan and construed in
accordance therewith.
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