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EXHIBIT 10.2(f)
UNIVERSAL FOODS CORPORATION
1994 EMPLOYEE STOCK 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 EMPLOYEE STOCK 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 1994 EMPLOYEE
STOCK PLAN" (the "Plan") for key employees. The Plan permits the grant of Stock
Options, Stock Appreciation Rights and Restricted Stock.
1.2 Purpose. The purpose of the Plan is to advance the interests of the
Company, by encouraging and providing for the acquisition of an equity interest
in the success of the Company by key employees, and by enabling the Company to
attract and retain the services of key employees upon whose judgment, interest
and special effort the successful conduct of its operations is largely
dependent.
1.3 Effective Date. The Plan shall become effective January 27, 1994,
subject to ratification by the shareholders of the Company.
SECTION 2. DEFINITIONS.
2.1 Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:
(a) "Award" means any Options, Stock Appreciation Rights,
Restricted Stock or any other award made under the terms of the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(d) "Committee" means the Compensation and Development Committee of
the Board, which shall consist of not less than two directors, each of
whom is a "disinterested person" within the
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meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, or any successor provision thereto.
(e) "Company" means Universal Foods Corporation, a Wisconsin
corporation.
(f) "Fair Market Value" means the closing price of the Stock as
reported by the New York Stock Exchange on a particular date.
(g) "Option" means the right to purchase Stock at a stated price
for a specified period of time. For purposes of the Plan an Option may
be either (i) an "incentive stock option" within the meaning of Section
422 of the Code; or (ii) a "nonstatutory stock option."
(h) "Participant" means any individual designated by the Committee
to participate in the Plan.
(i) "Period of Restriction" means the period during which the
transfer of shares of Restricted Stock is restricted pursuant to
Section 10 of the Plan.
(j) "Restricted Stock" means Stock granted to a Participant
pursuant to Section 10 of the Plan.
(k) "Stock" means the Common Stock of the Company, par value of
$0.10.
(l) "Stock Appreciation Right" means the right to receive a cash
payment from the Company equal to the excess of the Fair Market Value
of a share of Stock at the date of exercise over the Option exercise
price fixed by the Committee, which shall not be less than 100% of the
Fair Market Value of the Stock on the date of grant.
2.2 Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural and the plural shall include the
singular.
SECTION 3. ELIGIBILITY AND PARTICIPATION.
3.1 Eligibility and Participation. Participants in the Plan shall be
selected by the Committee from among those key employees of the Company and its
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subsidiaries, including subsidiaries which become such after adoption of the
Plan, 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.
SECTION 4. ADMINISTRATION.
4.1 Administration. The Plan shall be administered by the Committee.
The Committee, by majority action thereof, shall have complete and sole
authority to designate key employees to be Participants; determine the type of
Awards to be granted to Participants; determine the number of shares of Stock to
be covered by Awards granted to Participants; determine the terms and conditions
of any Award granted to Participants; interpret the Plan; prescribe, amend and
rescind rules and regulations relating to the Plan; provide for conditions and
assurances deemed necessary or advisable to protect the interests of the
Company; and make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary to the express
provisions of the Plan. Determinations, interpretations or other actions made or
taken by the Committee pursuant to the provisions of the Plan shall be final and
binding and conclusive for all purposes and upon all persons whomsoever.
SECTION 5. STOCK SUBJECT TO PLAN.
5.1 Number. The total number of shares of Stock subject to issuance
under the Plan may not exceed 2,400,000, subject to adjustment upon occurrence
of any of the events indicated in Subsection 5.3. Of this total number, up to
500,000 shares of Stock may be granted in Restricted Stock to Participants under
the Plan. No participant shall be granted Options, Stock Appreciation Rights or
Restricted Stock that could result in such participant receiving more than
300,000 shares of Stock under the Plan. The shares to be issued under the Plan
may consist, in whole or in part, of authorized but unissued Stock or treasury
Stock, not reserved for any other purpose.
5.2 Unused Stock. In the event any shares of Stock that are subject to
an Option which, for any reason, expires, is cancelled or is terminated
unexercised as to such shares, such shares again shall become available for
issuance under the Plan.
5.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock that occurs after ratification of the Plan by the
shareholders of the Company by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, spin-off, split-up,
exchange
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of shares or other similar corporate change, the aggregate number of shares of
Stock authorized for issuance under the Plan as well as Stock subject to each
outstanding Option, and its stated Option price, 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 discretion to make appropriate adjustments
in the number of shares authorized for issuance under the Plan as well as shares
subject to Restricted Stock grants then outstanding under the Plan pursuant to
the terms of such grants or otherwise.
SECTION 6. STOCK APPRECIATION RIGHTS SUBJECT TO PLAN.
6.1 Plan Limitation. The number of Stock Appreciation Rights which may
be granted pursuant to the Plan may not exceed 800,000.
6.2 Unexercised Rights. In the event any Stock Appreciation Rights
expire, terminate or are cancelled unexercised, such Stock Appreciation Rights
again shall become available for issuance under the Plan.
6.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock that occurs after ratification of the Plan by the
shareholders of the Company 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 Committee shall make
appropriate adjustments in the number of outstanding Stock Appreciation Rights
and the related grant values, whose determination shall be conclusive.
SECTION 7. DURATION OF PLAN.
7.1 Duration of Plan. The Plan shall remain in effect, subject to the
Board's right to earlier terminate the Plan pursuant to Section 14 hereof, until
all Stock subject to it shall have been purchased or acquired pursuant to the
provisions hereof. Notwithstanding the foregoing, no Option, Stock Appreciation
Right or Restricted Stock may be granted under the Plan on or after the tenth
(10th) anniversary of the Plan's effective date.
SECTION 8. STOCK OPTIONS.
8.1 Grant of Options. Subject to the provisions of Sections 5 and 7,
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
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option within the meaning of Section 422 of the Code or a nonstatutory stock
option. Incentive stock options shall be subject to the following limitations:
(a) The Fair Market Value (determined at the date of grant) 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.
(b) No incentive stock option may be granted to any person who
owns, directly or indirectly, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company.
Nothing in this Section 8 of the Plan shall be deemed to prevent the grant of
nonstatutory stock options in excess of the maximum established by Section 422
of the Code.
8.2 Option Agreement. Each Option shall be evidenced by an Option
agreement that shall specify the type of Option granted, the 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.
8.3 Option Price. No Option granted pursuant to the Plan shall have an
Option price that is less than the Fair Market Value of the Stock on the date
the Option is granted.
8.4 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.
8.5 Exercise of Options. Options granted under the Plan 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. Any Option granted to an elected officer, director or more than
10% shareholder may not be exercised until at least six months following the
grant date.
8.6 Payment. The Option price of any Option shall be payable to the
Company in full upon exercise (i) 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 (v) be secured by the Stock issued; (w) be for a
term of not more than ten (10) years; (x) bear interest at a rate of not less
than the prime rate (as determined by the Committee) in effect on the date such
promissory
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note is issued; (y) require at least annual payments of principal and interest;
and (z) contain such other terms and conditions as the Committee determines;
provided, that in the case of the exercise of an incentive stock option which is
outstanding as of September 10, 1998, such promissory note shall not be
considered the equivalent of cash; (ii) by tendering shares of Stock having a
Fair Market Value at the time of exercise equal to the total Option price; (iii)
by a combination of cash and shares of Stock; or (iv) 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 otherwise having a Fair Market Value
at the time of exercise plus cash for any fractional share amounts, equal to the
total Option price; provided that any such election by an elected officer,
director or more than 10% shareholder of the Company with respect to an
incentive stock option outstanding as of September 10, 1998 must be made during
the ten-day period beginning on the third business day following the release of
the Company's quarterly or annual summary statement of sales and earnings. The
proceeds from such a payment shall be added to the general funds of the Company
and shall be used for general corporate purposes.
8.7 Restrictions on Stock Transferability. The Committee shall impose
such restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, 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.
8.8 Nontransferability of Options. No Option granted under the Plan may
be sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant.
SECTION 9. STOCK APPRECIATION RIGHTS.
9.1 Grant of Stock Appreciation Rights. Subject to the provisions of
Sections 6 and 7, Stock Appreciation Rights may be granted to Participants. A
Stock Appreciation Right shall relate only to a specific Option granted under
the Plan and may relate to all or part of the Option shares covered by the
related Option.
9.2 Exercise of Stock Appreciation Rights. Stock Appreciation Rights
shall be exercisable at such time or times, on the conditions and to the
extent and in the proportion, that the related Option is exercisable and may be
exercised for all or part of the shares of Stock subject to the related Option.
Any Stock
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Appreciation Right granted to an elected officer, director or more than 10%
shareholder of the Company may not be exercised until at least six months after
the grant date and shall only be exercisable during the ten-day period beginning
on the third business day following the release of the Company's quarterly or
annual summary statement of sales and earnings.
9.3 Effect of Exercise. Upon exercise of any number of Stock
Appreciation Rights, the number of Option shares subject to the related Option
shall be reduced accordingly and such Option shares may not again be subjected
to an Option under the Plan. The exercise of any number of Options shall result
in an equivalent reduction in the number of Option shares covered by the related
Stock Appreciation Right and such shares may not again be subject to a Stock
Appreciation Right under this Plan; provided, however, that if a Stock
Appreciation Right was granted for less than all of the Option shares covered by
the related Option, no such reduction shall be made until such time as the
number of shares exercised under the related Option exceeds the number of Option
shares not covered by the Stock Appreciation Right.
9.4 Payment of Stock Appreciation Right Amount. Upon exercise of a
Stock Appreciation Right, the holder shall be entitled to receive payment in
cash of an amount determined by multiplying:
(a) The difference between the Fair Market Value of a share of
Stock at the date of exercise over the price fixed by the Committee at
the date of grant by
(b) The number of shares with respect to which the Stock
Appreciation Right is exercised.
In the case of a Stock Appreciation Right which is granted in conjunction with
an incentive stock option, the amount determined under (a) above shall be
determined by using a price fixed by the Committee at the date of grant which
does not exceed the Option price of the related incentive stock option.
9.5 Limit on Appreciation. The Committee may, in its sole discretion,
establish (at the time of grant) a maximum amount per share which will be
payable upon exercise of a Stock Appreciation Right.
9.6 Rule 16b-3 Requirements. Notwithstanding any other provision of the
Plan, the Committee may impose such conditions on exercise of a Stock
Appreciation Right (including, without limitation, the right of the Committee to
limit the time of exercise to specified periods) as may be required to satisfy
the
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requirements of Rule 16b-3 (or any successor rule) under the Securities Exchange
Act of 1934.
SECTION 10. RESTRICTED STOCK.
10.1 Grant of Restricted Stock. Subject to the provisions of Sections 5
and 7, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Each grant of Restricted Stock shall be in writing.
10.2 Transferability. Except as provided in Section 10 hereof, the
shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated for such period of time
as shall be determined by the Committee and shall be specified in the Restricted
Stock grant, or upon earlier satisfaction of other conditions as specified by
the Committee in its sole discretion and set forth in the Restricted Stock
grant.
10.3 Other Restrictions. The Committee shall impose such other
restrictions on any shares of Restricted Stock granted pursuant to the 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 an elected officer, director or more than 10%
shareholder may not be sold for at least six months after the date it is
granted.
10.4 Certificate Legend. In addition to any legends placed on
certificates pursuant to Subsection 10.3 hereof, each certificate representing
shares of Restricted Stock granted pursuant to the Plan shall bear the following
legend:
"The sale or other transfer of the shares of stock represented by
this certificate, whether voluntary, involuntary or by operation of
law, is subject to certain restrictions on transfer set forth in the
Universal Foods Corporation 1994 Employee Stock Plan, rules of
administration adopted pursuant to such Plan and a Restricted Stock
grant dated ____________, 19__. A copy of the Plan, such rules and such
Restricted Stock grant may be obtained from the Secretary of Universal
Foods Corporation."
10.5 Removal of Restrictions. Except as otherwise provided in Section
10 hereof, shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant after
the last day of the Period of Restriction. Once the shares are released from the
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restrictions, the Participant shall be entitled to have the legend required by
Subsection 10.4 removed from his Stock certificates.
10.6 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.
10.7 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.
10.8 Nontransferability of Restricted Stock. No shares of Restricted
Stock granted under the Plan may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, otherwise 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 under the Plan shall be exercisable during his lifetime only by such
Participant.
10.9 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 the Plan
and upon which the restrictions set forth in Subsections 10.2 and 10.3 lapsed.
To the extent permitted by law, the Company shall purchase all such shares. Each
such sale must occur within sixty (60) days after the last day of the Period of
Restriction for such shares 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 in installments are agreed to by the Company and the Participant (or his
beneficiary or estate).
SECTION 11. BENEFICIARY DESIGNATION.
11.1 Beneficiary Designation. Each Participant under the Plan may, from
time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his death 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
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any such designation, benefits remaining unpaid at the Participant's death shall
be paid to his estate.
SECTION 12. RIGHTS OF EMPLOYEES.
12.1 Employment. Nothing in the 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 employ of
the Company.
12.2 Participation. No employee shall have a right to be selected as a
Participant or, having been so selected, to be selected again as a Participant.
SECTION 13. CHANGE OF CONTROL.
13.1 A "Change of Control" of the Company means:
(a) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (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 (i) the then outstanding shares
of common stock of the Company (the "Outstanding Company Common Stock")
or (ii) 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 (a), 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 (i), (ii) and (iii) of
subsection (c) of this Section; or
(b) 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
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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
(c) 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, (i) 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 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, (ii) 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 (iii) 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
(d) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
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13.2 Treatment of Options and Stock Appreciation Rights. In the event
of a Change of Control of the Company, all Options [and Stock Appreciation
Rights] outstanding as of the date of such Change of Control, and which are not
then exercisable and vested, shall become fully exercisable and vested
immediately prior to such Change of Control.
13.3 Treatment of Restricted Stock. In the event of a Change of Control
of the Company, the restrictions applicable to any shares of Restricted Stock
shall lapse and such shares shall become immediately vested and shall be freely
transferable by the Participant, subject to any applicable Federal or state
securities laws.
13.4 Certain Agreement Provisions Void. In the event of a Change of
Control of the Company, any Forfeiture Provision (as hereinafter defined)
contained in any Grant Agreement (as hereinafter defined) shall be null and void
and of no further force and effect. For purposes of this Section 13.4:
(a) "Grant Agreement" means an agreement between the Company and a
Participant concerning the grant of nonstatutory stock options or
Restricted Stock (but not incentive stock options) entered into prior
to September 10, 1998.
(b) "Forfeiture Provision" means a provision in a Grant Agreement
which provides for the forfeiture of vested or unvested stock options
or Restricted Stock, as the case may be, or the repayment to the
Company of the "Option Spread" or "Restricted Stock Value" (as such
terms are defined or used in the Grant Agreement), as the case may be,
upon the occurrence, during or for a specified period after the
termination of the Participant's employment with the Company or any
subsidiary, of one or more of: (i) the Participant engaging in acts
competitive with the Company or any subsidiary; (ii) the Participant
soliciting the employees or customers of the Company or any subsidiary
in a manner which is competitive with the Company or any subsidiary or
disruptive to the business of the Company or any subsidiary; (iii) the
Participant disclosing Information (as such term is defined in or used
in such Grant Agreement) obtained during the course of the
Participant's employment with the Company or any subsidiary; (iv) any
actions of similar nature to the foregoing which are defined in such
Grant Agreement as "Restricted Activities" or "Prohibited Activities";
or (v) the violation by the Participant of any written agreement
between the Company and the Participant prohibiting all or any of the
activities described in (i) through (iv), above.
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13.5 Limitation on Payments. If the receipt of any payment under this
Section in respect of an incentive stock option by any Participant shall, in the
opinion of independent tax counsel of recognized standing selected by the
Company, result in the payment by such Participant of any excise tax provided
for in Section 280G and Section 4999 of the Code, then the amount of such
payment shall be reduced to the extent required, in the opinion of independent
tax counsel selected as aforesaid, to prevent the imposition of such excise tax.
Nothing in this Section 13.5 shall be construed to deprive any Participant of or
reduce such payment in respect of nonstatutory stock options, Stock Appreciation
Rights, or Restricted Stock.
SECTION 14. AMENDMENT, MODIFICATION AND TERMINATION OF PLAN.
14.1 Amendment, Modification and Termination of Plan. The Board may at
any time terminate, and from time to time may amend or modify the Plan,
provided, however, that no such action of the Board, without approval of the
shareholders, may:
(a) Increase the total amount of Stock which may be issued under
the Plan, except as provided in Subsections 5.1 and 5.3 of the Plan.
(b) Materially modify the eligibility requirements as provided in
Section 3.
(c) Materially increase the benefits accruing to Participants under
the Plan.
No amendment, modification or termination of the Plan shall in any manner
adversely affect any Options, Stock Appreciation Rights or Restricted Stock
theretofore granted under the Plan, without the consent of the Participant.
SECTION 15. TAX WITHHOLDING.
15.1 Tax Withholding. Whenever shares of Stock are to be issued under
the Plan, the Company shall have the power to withhold from any cash otherwise
payable to the Participant or to require the recipient of the Stock to remit to
the Company an amount sufficient to satisfy Federal, state and local withholding
tax requirements. A Participant who is an elected officer of the Company may
remit cash, already owned Company stock or request the Company to satisfy
withholding requirements from the exercised Option stock or Restricted Stock.
The Committee may establish such procedures as it deems appropriate for the
settling of withholding obligations with Stock, including, without limitation,
the
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establishment of such procedures as may be necessary to satisfy the requirements
of Rule 16b-3 under the Securities Exchange Act of 1934 or any successor
provisions thereto.
SECTION 16. INDEMNIFICATION.
16.1 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 the 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
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 17. REQUIREMENTS OF LAW.
17.1 Requirements of Law. The granting of Options, Stock Appreciation
Rights or Restricted Stock and the issuance of shares of Stock upon the exercise
of an 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.
17.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Wisconsin.
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