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EXHIBIT 10.2(h)
UNIVERSAL FOODS CORPORATION
1998 STOCK OPTION PLAN
AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 10, 1998
(NOTE: ALL REFERENCES TO THE NUMBER OF SHARES OF STOCK SET FORTH IN
THIS AMENDED AND RESTATED STOCK OPTION PLAN HAVE BEEN ADJUSTED TO GIVE EFFECT TO
THE COMPANY'S 2-FOR-1 STOCK SPLIT, EFFECTED IN THE FORM OF A 100% STOCK
DIVIDEND, PAID TO SHAREHOLDERS OF RECORD ON MAY 6, 1998).
SECTION 1. ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN.
1.1 Establishment. Universal Foods Corporation, a Wisconsin
corporation, hereby establishes the "UNIVERSAL FOODS CORPORATION 1998 STOCK
OPTION PLAN" (the "Plan") for officers and key employees. This Plan permits the
grant of Stock Options and Restricted Stock.
1.2 Purpose. The purpose of this Plan is to advance the interests of
the Company by encouraging and providing for the acquisition of an equity
interest in the Company by officers and key employees, and by enabling the
Company to attract and retain the services of officers and key employees upon
whose judgment, interest and special effort the successful conduct of its
operations is largely dependent.
1.3 Effective Date. This Plan shall become effective on the
Effective Date.
SECTION 2. DEFINITIONS.
2.1 Definitions. Whenever used herein, the following terms shall have
the respective meanings set forth below:
(a) "Award" means any Option or Restricted Stock, or any other
benefit conferred under the terms hereof.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the Compensation and Development Committee of
the Board.
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(e) "Company" means Universal Foods Corporation, a Wisconsin
corporation, and its subsidiaries.
(f) "Effective Date" means January 22, 1998, or such other date
that this Plan is approved by the shareholders of the Company at an
annual or special meeting thereof by a simple majority of the number of
shares represented at such meeting in person or by proxy.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(h) "Fair Market Value" means the closing price of a share of Stock
on the date of the Award on the New York Stock Exchange as reported on
the composite list used by the Wall Street Journal for reporting stock
prices, or if no such sale shall have been made on that day, on the
last preceding day on which there was such a sale.
(i) "Option" means the right to purchase Stock at a stated price
for a specified period of time. For purposes of this Plan an Option may
be either: (i) an "incentive stock option" within the meaning of
Section 422(b) of the Code; or (ii) an option which is not intended to
qualify as an incentive stock option (a "nonstatutory stock option").
(j) "Participant" means any individual designated by the Committee
to participate in this Plan.
(k) "Period of Restriction" means the period during which the
transfer of shares of Restricted Stock is restricted pursuant to
Section 8 hereof.
(l) "Restricted Stock" means Stock granted to a Participant
pursuant to Section 8 hereof.
(m) "Stock" means the Common Stock of the Company, par value of
$0.10.
2.2 Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender when used in this Plan shall include the feminine
gender, the singular shall include the plural and the plural shall include the
singular.
SECTION 3. ELIGIBILITY AND PARTICIPATION. Participants in this Plan
shall be selected by the Committee from among those officers and key employees
of the
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Company and its subsidiaries, including subsidiaries which become such after
adoption hereof, who are recommended for participation by the Chief Executive
Officer and who, in the opinion of the Committee, are in a position to
contribute materially to the Company's continued growth and development and to
its long-term financial success. The Committee's designation of any person to
receive an Award shall not require the Committee to designate such person to
receive an Award at any subsequent time.
SECTION 4. ADMINISTRATION.
4.1 Administration. This Plan shall be administered by the Committee.
4.2 Powers and Authority of the Committee. The Committee, by majority
action thereof, shall have complete and sole authority to:
(a) designate officers and key employees to receive Awards;
(b) determine the type of Awards to be granted to Participants;
(c) determine the number of shares of Stock to be covered by Awards
granted to Participants;
(d) determine the terms and conditions of any Award granted to any
Participant (which may, in the discretion of the Committee, differ from
Participant to Participant), including, without limitation, provisions
relating to the vesting of Options or Restricted Stock rights over a
period of time, upon the attainment of specified performance goals, or
otherwise;
(e) interpret this Plan and apply its provisions, and prescribe,
amend and rescind rules, regulations, procedures, and forms relating to
this Plan;
(f) authorize any person to execute, on behalf of the Company, any
instrument required to carry out the purposes of this Plan;
(g) amend any outstanding agreement relating to any Award, subject
to applicable legal restrictions and to the consent of the Participant
who entered into such agreement;
(h) prescribe the consideration for the grant of each Award
hereunder and determine the sufficiency of such consideration; and
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(i) make all other determinations and take all other actions deemed
necessary or advisable for the administration hereof and provide for
conditions and assurances deemed necessary or advisable to protect the
interests of the Company in connection herewith;
but only to the extent that any of the foregoing are not contrary to the express
provisions hereof. Determinations, interpretations or other actions made or
taken by the Committee pursuant to the provisions hereof shall be final, binding
and conclusive for all purposes and upon all persons. The Committee's decisions
need not be uniform and may be made selectively among Participants, whether or
not they are similarly situated.
4.3 Composition of the Committee. The Committee shall consist of not
less than two directors. Each member of the Committee shall be both a
"nonemployee director" (within the meaning of Rule 16b-3 under the Exchange Act)
and an "outside director" (within the meaning of Section 162(m)(4)(C) of the
Code); provided, however, that in the event any Committee member does not
satisfy both conditions of the first clause of this sentence, then the Committee
shall, with respect to any Award to be made to any Participant who is subject to
Section 16 of the Exchange Act ("Section 16 Participant") or who is subject to
the provisions of Section 162(m) of the Code, delegate its functions with
respect to such Award to a subcommittee (of not less than two directors) which
consists exclusively of members who meet both conditions of the first clause of
this sentence. Further, the Committee may delegate to one or more senior
officers of the Company any or all of the authority and responsibility of the
Committee with respect to this Plan, other than with respect to Section 16
Participants or Participants who are subject to Section 162(m) of the Code. A
majority of the members of the Committee (or subcommittee, as the case may be)
shall constitute a quorum and all determinations of the Committee shall be made
by a majority of its members. Any determination of the Committee may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members.
SECTION 5. STOCK SUBJECT TO PLAN.
5.1 Number. The total number of shares of Stock reserved and available
for issuance under this Plan shall initially be 2,400,000. The number of shares
of Stock reserved and available for issuance hereunder shall be subject to
adjustment upon occurrence of any of the events indicated in Subsection 5.3
hereof. Of this total number, not more than 600,000 shares may at any time
consist of Restricted Stock. The shares to be issued under this Plan may
consist, in whole or in part, of authorized but unissued Stock or treasury
Stock, not reserved for any other purpose.
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5.2 Unused Stock. In the event any shares of Stock that are subject to
an Award cease to be subject to such Award (whether due to expiration,
cancellation, termination, forfeiture, or otherwise) without such shares of
Stock being issued or cash being paid to the Participant, then the shares of
Stock subject to such Award shall again become available for future Awards
hereunder.
5.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock that occurs, whether prior to or after the Effective
Date, by reason of a Stock dividend or split, recapitalization, merger,
consolidation, combination, spin-off, split-up, exchange of shares or other
similar corporate change, the aggregate number of shares of Stock authorized for
issuance hereunder as well as Stock subject to each outstanding Award, and its
stated Option or other price (as applicable), shall be appropriately adjusted by
the Committee, whose determination shall be conclusive; provided, however, that
fractional shares shall be rounded to the nearest whole share. In such event,
the Committee shall also have the discretion to make appropriate adjustments in
the number of shares of Stock authorized for issuance hereunder.
SECTION 6. DURATION OF PLAN. This Plan shall remain in effect, subject
to the Board's right to earlier terminate this Plan pursuant to Section 12
hereof, until all shares of Stock subject to it shall have been purchased or
acquired pursuant to the provisions hereof. Notwithstanding the foregoing, no
Award may be granted hereunder on or after the tenth (10th) anniversary of the
Effective Date.
SECTION 7. STOCK OPTIONS.
7.1 Grant of Options. Subject to the provisions of Sections 5 and 6
hereof, Options may be granted to Participants at any time and from time to time
as shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Options granted to each Participant. The
Committee also shall determine whether an Option is to be an incentive stock
option within the meaning of Section 422(b) of the Code or a nonstatutory stock
option.
7.2 Incentive Stock Options. Incentive stock options shall be subject
to the limitation that the Fair Market Value (determined on the date of grant)
of all shares of Stock with respect to which incentive stock options are
exercisable for the first time by a Participant during any calendar year shall
not exceed $100,000. This limitation shall not apply to nonstatutory stock
options.
7.3 Option Agreement. Each Option shall be evidenced by a written
agreement ("Option Agreement") that shall specify the type of Option granted,
the
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Option price, the duration of the Option, the number of shares of Stock to which
the Option pertains, and such other provisions as the Committee shall determine.
No Participant shall have any rights hereunder until an Option Agreement has
been executed.
7.4 Option Price. No Option granted pursuant hereto shall have an
Option price that is less than the Fair Market Value of the Stock on the date
the Option is granted.
7.5 Duration of Options. Each Option shall expire at such time as the
Committee shall determine; provided, however, that no incentive stock option
shall be exercisable later than the tenth (10th) anniversary date of its grant.
7.6 Exercise of Options. Options granted hereunder shall be exercisable
at such times and be subject to such restrictions and conditions as the
Committee shall in each instance approve, which need not be the same for all
Participants.
7.7 Payment. The Option price of any Option shall be payable to the
Company in full upon exercise:
(a) in cash or its equivalent, including, in the discretion of the
Committee, a promissory note issued to the Company by the Participant
(which note shall (i) be secured by the Stock issued; (ii) be for a
term of not more than ten (10) years; (iii) bear interest at a rate of
not less than the prime rate (as determined by the Committee) in effect
on the date such promissory note is issued; (iv) require at least
annual payments of principal and interest; and (v) contain such other
terms and conditions as the Committee determines);
(b) by tendering shares of Stock having a Fair Market Value at the
time of exercise equal to the total Option price;
(c) by a combination of cash or its equivalent (as defined in
clause (a) above) and shares of Stock; or
(d) by electing to have the Company withhold from the shares of
Stock otherwise issuable upon exercise of the Option that number of
shares of Stock having a Fair Market Value at the time of exercise plus
cash for any fractional share amounts, equal to the total Option price.
The proceeds from such a payment shall be added to the general funds of the
Company and shall be used for general corporate purposes.
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7.8 Restrictions on Stock Transferability. The Committee shall impose
such restrictions on any shares of Stock acquired pursuant to the exercise of an
Option as it may deem advisable, including, without limitation, restrictions
under applicable Federal securities laws, under the requirements of any stock
exchange upon which such shares of Stock are then listed, and under any blue sky
or state securities laws applicable to such shares.
7.9 Transferability of Options. The Committee may, in its discretion,
and only by expressly so providing in the Option Agreement covering any Options
(which Option Agreement must be approved by the Committee), permit all or a
portion of Options to be granted to a Participant to be transferable by the
Participant: (a) to the Participant's spouse, or natural or adoptive children or
grandchildren ("Immediate Family Members"); (b) to a trust or trusts for the
exclusive benefit of one or more Immediate Family Members; or (c) to a
partnership in which all partners are Immediate Family Members; provided that
there may be no consideration for any such transfer and the transferee shall be
expressly prohibited from any further transfer of such Options other than by
will or pursuant to the laws of descent and distribution. Following such
transfer, any Options so transferred shall be subject to the same terms and
conditions as were applicable immediately prior to such transfer, provided that
for purposes of this Plan, the term "Participant" shall be deemed to include
such transferee. The circumstances under which any transferred Option may be
terminated, canceled, or forfeited (whether such circumstances are set forth in
this Plan or in the Option Agreement covering such Options) shall be applied
with respect to the transferor Participant to which the Option was originally
granted. Unless expressly so provided in the Option Agreement covering an
Option, no Option granted hereunder may be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated, other than by will or pursuant to the
laws of descent and distribution, and all Options granted to a Participant
hereunder shall be exercisable during his lifetime only by such Participant.
7.10 Substitute Options. If the Company at any time should succeed to
the business of another corporation through merger or consolidation, or through
the acquisition of stock or assets of such corporation, Options may be granted
under this Plan ("Substitute Options") in substitution of options previously
granted by such corporation and which are outstanding at the date of the
succession ("Surrendered Options"). The Committee shall have discretion to
determine the extent to which such Substitute Options shall be granted, the
persons to receive such Substitute Options, the number of Shares to be subject
to such Substitute Options, and the terms and conditions of such Substitute
Options (which terms and conditions shall, to the extent permissible within the
terms and conditions of this Plan, be equivalent to the terms and conditions of
the Surrendered Options). The Exercise Price of the Substitute Option may be
determined without regard to
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Section 7.4 hereof; provided however, that the Exercise Price of each Substitute
Option shall be an amount such that, in the sole and absolute judgment of the
Committee (and if the Substitute Options are to be incentive stock options, in
compliance with Section 424(a) of the Code), the economic benefit provided by
such Substitute Option is not greater than the economic benefit represented by
the Surrendered Option as of the date of the succession.
7.11 Forfeiture. Except as otherwise determined by the Committee and
set forth in the Option Agreement, upon termination of employment of a
Participant due to death, disability, or for any other reason, all Options not
exercisable in accordance with the Option Agreement immediately prior to such
termination shall be immediately and automatically forfeited to the Company.
SECTION 8. RESTRICTED STOCK.
8.1 Grant of Restricted Stock. Subject to the provisions of Sections 5
and 6 hereof, the Committee, at any time and from time to time, may grant shares
of Restricted Stock hereunder to such Participants and in such amounts as it
shall determine. Each grant of Restricted Stock shall be evidenced by a written
agreement ("Restricted Stock Agreement").
8.2 Other Restrictions. The Committee shall, in the terms and
conditions of the Restricted Stock Agreement, impose such restrictions on any
shares of Restricted Stock granted pursuant to this Plan as it may deem
advisable (including, without limitation, restrictions under applicable Federal
or state securities laws), and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions. Any Restricted
Stock granted to a Section 16 Participant may not be sold for at least six (6)
months after the date it is granted.
8.3 Registration. Any Restricted Stock granted hereunder to a
Participant may be evidenced in such manner as the Committee may deem
appropriate, including, without limitation, book-entry registration or issuance
of a stock certificate or certificates. In the event any stock certificate is
issued in respect of shares of Restricted Stock granted hereunder to a
Participant, such certificate shall be registered in the name of the Participant
and shall bear an appropriate legend (as determined by the Committee) referring
to the terms, conditions and restrictions applicable to such Restricted Stock.
In the event such Restricted Stock is issued in book-entry form, the depository
and the Company's Transfer Agent shall be provided with notice referring to the
terms, conditions and restrictions applicable to such Restricted Stock, together
with such stop-transfer instructions as the Committee deems appropriate.
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8.4 Forfeiture. Except as otherwise determined by the Committee, upon
termination of employment of a Participant due to death, disability, or for any
other reason, during the applicable period of restriction, all shares of
Restricted Stock still subject to restriction under the terms of the Restricted
Stock Agreement shall be immediately and automatically forfeited to the Company.
8.5 Voting Rights. During the Period of Restriction, Participants
holding shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those shares.
8.6 Dividends and Other Distributions. During the Period of
Restriction, Participants holding shares of Restricted Stock granted hereunder
shall be entitled to receive all dividends and other distributions paid with
respect to those shares while they are so held. If any such dividends or
distributions are paid in shares of Stock, the shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.
8.7 Nontransferability of Restricted Stock. Except as provided in
Section 8.8 hereof, no shares of Restricted Stock granted hereunder may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution, until the termination
of the applicable Period of Restriction. All rights with respect to the
Restricted Stock granted to a Participant hereunder shall be exercisable during
his lifetime only by such Participant.
8.8 Election to Sell Shares to the Company. A Participant, or in the
case of his death his beneficiary or estate, may elect to sell to the Company up
to one-half of the shares of Restricted Stock issued to him pursuant to this
Plan and upon which any restrictions set forth in the Restricted Stock Agreement
have lapsed. To the extent permitted by law, the Company shall purchase all such
shares of Restricted Stock. Each such sale must occur within sixty (60) days
after the last day of the Period of Restriction for such shares of Restricted
Stock and shall be for a price equal to the Fair Market Value determined as of
the last business day of the Period of Restriction of the shares of Restricted
Stock to be sold. Such price shall be payable in cash or by check in one lump
sum payment, unless provisions relating to payment for such shares of Restricted
Stock in installments are agreed to by the Committee and the Participant (or his
beneficiary or estate).
SECTION 9. BENEFICIARY DESIGNATION. Each Participant may, from time
to time, name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit hereunder is to be paid in case of his death
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before he receives any or all of such benefit. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee and will be effective only when filed by the Participant in writing
with the Committee during his lifetime. In the absence of any such designation,
benefits remaining unpaid at the Participant's death shall be paid to his
estate.
SECTION 10. RIGHTS OF EMPLOYEES. Nothing in this Plan shall interfere
with or limit in any way the right of the Company to terminate any Participant's
employment at any time nor confer upon any Participant any right to continue in
the employment of the Company.
SECTION 11. CHANGE OF CONTROL.
(a) In the event of a "Change of Control" (as hereinafter defined):
(i) each holder of an Option (A) shall have the right at any time
thereafter to exercise the Option in full whether or not the Option was
previously exercisable; and (B) shall have the right, exercisable by
written notice to the Company within sixty (60) days after the Change
of Control, to receive, in exchange for the surrender of an Option or
any portion thereof to the extent the Option is then exercisable in
accordance with clause (A), the highest of (1) an amount of cash equal
to the difference between the Fair Market Value of the Stock covered by
the Option or portion thereof that is so surrendered on the date of the
Change of Control and the purchase price of such Stock under the
Option; (2) an amount of cash equal to the difference between the
highest price per share of Stock paid in the transaction giving rise to
the Change of Control and the Option price multiplied by the number of
shares of Stock covered by the Option; or (3) an amount of cash equal
to the difference between the Fair Market Value of the Stock covered by
the Option or portion thereof that is so surrendered, calculated on the
date of surrender, and the purchase price of such Stock under the
Option; provided that the right described in this clause (B) shall be
exercisable only if a positive amount would be payable to the holder
pursuant to the formula specified in this clause (B);
(ii) restricted Stock that is not then vested shall vest upon the
date of the Change of Control and each holder of such Restricted Stock
shall have the right, exercisable by written notice to the Company
within sixty (60) days after the Change of Control, to receive, in
exchange for the surrender of such Restricted Stock, an amount of cash
equal to the highest of (A) the Fair Market Value of such Restricted
Stock on the date of surrender; (B) the
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highest price per share of Stock paid in the transaction giving rise to
the Change of Control multiplied by the number of shares of Restricted
Stock surrendered; or (C) the Fair Market Value of such Restricted
Stock on the effective date of the Change of Control.
(b) A "Change of Control" of the Company means:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the
then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection
(i), the following acquisitions shall not constitute a Change of
Control: (1) any acquisition directly from the Company, (2) any
acquisition by the Company, (3) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (4) any acquisition pursuant
to a transaction which complies with clauses (A), (B) and (C) of
subsection (iii) of this Section; or
(ii) individuals who, as of September 10, 1998, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual
becoming a director subsequent to September 10, 1998 whose election, or
nomination for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(iii) consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company or the acquisition of assets of another
entity (a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately
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prior to such business combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares
of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through
one or more subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any employee
benefit plan (or related trust) of the Company or of such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (C) at least a majority
of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or the action of
the Board, providing for such Business Combination; or
(iv) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
SECTION 12. AMENDMENT, MODIFICATION AND TERMINATION OF PLAN.
12.1 Amendments and Termination. The Board may at any time amend,
alter, suspend, discontinue or terminate this Plan; provided, however, that
stockholder approval of any amendment of this Plan shall be obtained if
otherwise required by (a) the Code or any rules promulgated thereunder (in order
to allow for incentive stock options to be granted hereunder or to enable the
Company to comply with the provisions of Section 162(m) of the Code so that the
Company can deduct compensation in excess of the limitation set forth therein),
or (b) the listing requirements of the principal securities exchange or market
on which the Stock is then traded (in order to maintain the listing or quotation
of the Stock thereon). An amendment or termination of this Plan shall not
adversely affect the rights of Participants with respect to Awards previously
granted to them, and all unexpired Awards shall continue in force and effect
after termination of this Plan except as they may lapse or be terminated by
their own terms and conditions.
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12.2 Waiver of Conditions. The Committee may, in whole or in part,
waive any conditions or other restrictions with respect to any Award granted
hereunder.
SECTION 13. TAXES. The Company shall be entitled to withhold the amount
of any tax attributable to any amount payable or shares of Stock deliverable
under this Plan after giving the person entitled to receive such amount or
shares of Stock notice as far in advance as practicable, and the Company may
defer making any such payment or delivery if any such tax may be pending unless
and until indemnified to its satisfaction. A Participant may elect to pay all or
a portion of the federal, state and local withholding taxes arising in
connection with (a) the exercise of a nonstatutory stock option; (b) a
disqualifying disposition of Stock received upon the exercise of an incentive
stock option; (c) the lapse of restrictions on Restricted Stock, by electing to
(i) have the Company withhold shares of Stock, (ii) tender back shares of Stock
received in connection with such benefit, or (iii) deliver other previously
owned shares of Stock, having a Fair Market Value equal to the amount to be
withheld; provided, however, that the amount to be withheld shall not exceed the
Participant's estimated total federal, state and local tax obligations
associated with the transaction. The written election must be made on or before
the date as of which the amount of tax to be withheld is determined. The Fair
Market Value of fractional shares of Stock remaining after payment of the
withholding taxes shall be paid to the Participant in cash.
The Committee may, in its discretion, grant a cash bonus to a
Participant who holds Restricted Stock to enable the Participant to pay all or a
portion of the federal, state or local tax liability incurred by the Participant
upon the vesting of Restricted Stock. The Company shall deduct from any cash
bonus such amount as may be required for the purpose of satisfying the Company's
obligation to withhold federal, state or local taxes.
SECTION 14. INDEMNIFICATION. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit or proceeding to which he may be a party or in which he
may be involved by reason of any action taken or failure to act under this Plan
and against and from any and all amounts paid by him in settlement thereof, with
the Company's approval, or paid by him in satisfaction of any judgment in any
such action, suit or proceeding against him, provided he shall give the Company
an opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
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which such persons may be entitled under the Company's Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.
SECTION 15. MISCELLANEOUS. Any Award may also be subject to other
provisions (whether or not applicable to any Award made to any other
Participant) as the Committee determines appropriate, including, without
limitation, provisions for: (a) restrictions on resale or other disposition of
financed shares; and (b) compliance with federal or state securities laws and
stock exchange or market requirements.
SECTION 16. REQUIREMENTS OF LAW.
16.1 Requirements of Law. The granting of Awards and the issuance of
shares of Stock upon the exercise of any Option shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
16.2 Governing Law. This Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the internal laws of the State of
Wisconsin.
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