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EXHIBIT 10.15
F.N.B. CORPORATION
1996 STOCK OPTION PLAN
The purposes of the 1996 Stock Option Plan (the "Plan") are to encourage
eligible employees of F.N.B. Corporation (the "Corporation") and its
Subsidiaries, including directors and officers of the Corporation who are
employees, to increase their efforts to make the Corporation and each Subsidiary
more successful, to provide an additional inducement for such employees to
remain with the Corporation or a Subsidiary, to reward such employees by
providing an opportunity to acquire the Common Stock, par value $2.00 per share,
of the Corporation (the "Common Stock") on favorable terms and to provide a
means through which the Corporation may attract able persons to enter the
employment of the Corporation or one of its Subsidiaries. For purposes of the
Plan, the term "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Corporation if each of the corporations (other
than the last corporation in the unbroken chain) owns stock possessing more than
fifty percent (50%) of the total combined voting power of all classes of stock
in one of the other corporations in the chain.
SECTION 1
Administration
The Plan shall be administered by a Committee (the "Committee") appointed
by the Board of Directors of the Corporation (the "Board") and consisting of not
less than two members of the Board, none of whom has received during the one
year period prior to service on the Committee, or during such service,
securities of the Corporation pursuant to the Plan or any other plan of the
Corporation or any of its affiliates (as "affiliates" is defined in regulations
of the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (except as permitted by subsection
(c)(2)(i)(A)-(D) of Rule 16b-3 promulgated by the Commission under the Exchange
Act or any successor rule).
The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operation of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan.
The Committee shall keep records of action taken at its meetings. A
majority of the Committee shall constitute a quorum at any meeting and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
the acts of the Committee.
SECTION 2
Eligibility
Those employees of the Corporation or any Subsidiary who share the
responsibility for the management, growth or protection of the business of the
Corporation or any Subsidiary shall be eligible to receive stock options (with
or without stock appreciation rights) as described herein.
Subject to the provisions of the Plan, the Committee shall have full and
final authority, in its discretion, to grant stock options (with or without
stock appreciation rights) as described herein and to
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determine the employees to whom stock options (with or without stock
appreciation rights) shall be granted and the number of shares to be covered by
each stock option. In determining the eligibility of any employee, as well as
in determining the number of shares covered by each stock option, the Committee
shall consider the position and the responsibilities of the employee being
considered, the nature and value to the Corporation or a Subsidiary of his or
her services, his or her present and/or potential contribution to the success of
the Corporation or a Subsidiary and such other factors as the Committee may deem
relevant.
SECTION 3
Shares Available under the Plan
The aggregate number of shares of the Common Stock which may be issued or
delivered and as to which stock options may be granted under the Plan is such
number of shares as is equal to 10% of the total issued and outstanding shares
of Common Stock at any time on a fully-diluted basis. All such shares are
subject to adjustment and substitution as set forth in Section 6.
If any stock option granted under the Plan is canceled by mutual consent or
terminates or expires for any reason without having been exercised in full, the
number of shares subject to such stock option shall again be available for
purposes of the Plan, except that to the extent that stock appreciation rights
granted in conjunction with a stock option under the Plan are exercised and the
related stock option surrendered, the number of shares available for purposes of
the Plan shall be reduced by the number of shares, if any, of Common Stock
issued or delivered upon exercise of such stock appreciation rights.
The shares which may be issued or delivered under the Plan may be either
authorized but unissued shares or repurchased shares or partly each.
SECTION 4
Grant of Stock Options,
Stock Appreciation Rights, and
Limited Stock Appreciation Rights
The Committee shall have authority, in its discretion, to grant "incentive
stock options" pursuant to Section 422 of the Internal Revenue Code of 1986 (the
"Code"), to grant "non-statutory stock options" (stock options which do not
qualify under Section 422 of the Code) or to grant both types of stock options
(but not in tandem). The Committee also shall have the authority, in its
discretion, to grant stock appreciation rights in conjunction with incentive
stock options or non-statutory stock options with the effect provided in Section
5(D). Stock appreciation rights granted in conjunction with an incentive stock
option may only be granted at the time such incentive stock option is granted.
Stock appreciation rights granted in conjunction with a non-statutory stock
option may be granted either at the time such stock option is granted or at any
time thereafter during the term of such stock option. The Committee shall also
have the authority, in its discretion, to grant limited stock appreciation
rights in accordance with the provisions of, and subject to the terms and
conditions set forth in, Section 8.
No employee shall be granted a stock option or stock options under the Plan
(disregarding cancelled, terminated or expired stock options) for an aggregate
number of shares in excess of ten percent (10%) of the total number of shares
which may be issued or delivered under the Plan. For the purposes of
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this limitation, any adjustment or substitution made pursuant to Section 6 with
respect to shares which have not been issued or delivered under the Plan upon
the exercise of stock options shall also be made with respect to shares already
issued or delivered under the Plan upon the exercise of stock options and with
respect to shares which would have been issued or delivered under the Plan but
for the exercise of stock appreciation rights in lieu of the exercise of stock
options prior to such adjustment or substitution.
SECTION 5
Terms and Conditions of Stock Options and
Stock Appreciation Rights
Stock options and stock appreciation rights granted under the Plan shall be
subject to the following terms and conditions:
(A) The purchase price at which each stock option may be exercised
(the "option price") shall be such price as the Committee, in its
discretion, shall determine but shall not be less than one hundred percent
(100%) of the fair market value per share of Common Stock covered by the
stock option on the date of grant, except that in the case of an incentive
stock option granted to an employee who, immediately prior to such grant,
owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation or any Subsidiary
(a "Ten Percent Employee"), the option price shall not be less than 110% of
such fair market value on the date of grant. For purposes of this Section
5(A), the fair market value of the Common Stock shall be determined as
provided in Section 5(H). Also, for purposes of this Section 5(A), an
individual (i) shall be considered as owning not only shares of the Common
Stock owned individually, but also all shares that are at the time owned,
directly or indirectly, by or for the spouse, ancestors, lineal descendants
and brothers and sisters (whether by the whole or half blood) of such
individual and (ii) shall be considered as owning proportionately any
shares owned, directly or indirectly, by or for any corporation,
partnership, estate or trust in which such individual shall be a
stockholder, partner or beneficiary.
(B) The option price shall be payable in full in any one or more of
the following ways:
(i) in cash; and/or
(ii) in shares of Common Stock (which are owned by the optionee
free and clear of all liens and other encumbrances and which are not
subject to the restrictions set forth in Section 7) having a fair
market value on the date of exercise of the stock option, determined
as provided in Section 5(H), equal to the option price for the shares
being purchased.
If the option price is paid in whole or in part in shares of Common Stock,
any portion of the option price representing a fraction of a share shall be paid
in cash. The date of exercise of a stock option shall be determined under
procedures established by the Committee, and the option price shall be payable
at such time or times as the Committee, in its discretion, shall determine. No
shares shall be issued or delivered upon exercise of a stock option until full
payment of the option price has been made. When full payment of the option
price has been made and subject to the restrictions set forth in Section 7, the
optionee shall be considered for all purposes to be the owner of the shares with
respect to which payment has been made. Payment of the option price with shares
shall not increase the number of shares of Common Stock which may be issued or
delivered under the Plan as provided in Section 3.
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(C) Subject to Section 9 hereof, no stock option shall be exercisable
during the first six months of its term, except that this limitation on
exercise shall not apply (i) if the optionee dies during such six-month
period or (ii) if the optionee becomes disabled within the meaning of
Section 422(c)(6) of the Code (a "Disabled Optionee"), or if his or her
employment is voluntarily terminated with the consent of the Corporation or
a Subsidiary during such six-month period. No incentive stock option shall
be exercisable after the expiration of ten years (five years in the case of
a Ten Percent Employee) from the date of grant. No non-statutory stock
option shall be exercisable after the expiration of ten years and six
months from the date of grant. Subject to this Section 5(C) and Sections
5(F), 5(G) and 5(H), stock options may be exercised at such times, in such
amounts and subject to such restrictions as shall be determined, in its
discretion, by the Committee.
(D) Stock appreciation rights shall be exercisable to the extent that
the related stock option is exercisable and only by the same person or
persons who are entitled to exercise the related stock option. Stock
appreciation rights shall entitle the optionee to surrender the related
stock option, or any portion thereof, and to receive from the Corporation
in exchange therefor that number of shares of Common Stock having an
aggregate fair market value equal to the excess of the fair market value of
one share of Common Stock on such date of exercise over the option price
per share, multiplied by the number of shares covered by the stock option,
or portion thereof, which is surrendered. Cash shall be paid in lieu of any
fractional shares. The Committee shall have the authority, in its
discretion, to determine that the obligation of the Corporation shall be
paid in cash or part in cash and part in shares, except that the
Corporation shall not pay to any person who is subject to the provisions of
Section 16 of the Exchange Act at the time of exercise of stock
appreciation rights any portion of the obligation of the Corporation in
cash (except cash in lieu of a fractional share) unless such stock
appreciation rights are exercised during the period beginning on the third
and ending on the twelfth business day following the date of release for
publication of the quarterly or annual summary statements of sales and
earnings of the Corporation. The date of exercise of stock appreciation
rights shall be determined under procedures established by the Committee,
and payment under this Section 5(D) shall be made by the Corporation as
soon as practicable after the date of exercise. To the extent that a stock
option as to which stock appreciation rights have been granted in
conjunction therewith is exercised, the stock appreciation rights shall be
canceled. For the purposes of this Section 5(D), the fair market value of
Common Stock shall be determined as provided in Section 5(H).
(E) No stock option or stock appreciation rights shall be
transferable by an optionee other than by will, or if an optionee dies
intestate, by the laws of descent and distribution of the state of domicile
of the optionee at the time of death, and all stock options and stock
appreciation rights shall be exercisable during the lifetime of an optionee
only by the optionee.
(F) Unless otherwise determined by the Committee and set forth in the
stock option agreement referred to in Section 5(G) or an amendment thereto:
(i) If the employment of an optionee who is not a Disabled
Optionee is voluntarily terminated with the written consent of the
Corporation or a Subsidiary or an optionee retires under any
retirement plan of the Corporation or a Subsidiary, any then
outstanding incentive stock option held by such an optionee shall be
exercisable (to the
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extent exercisable on the date of termination of employment) by such
an optionee at any time prior to the expiration date of such incentive
stock option or within three months after the date of termination of
employment, whichever is the shorter period;
(ii) If the employment of an optionee who is not a Disabled
Optionee is voluntarily terminated with the written consent of the
Corporation or a Subsidiary, any then outstanding non-statutory stock
option held by such an optionee shall be exercisable (to the extent
exercisable on the date of termination of employment) by such an
optionee at any time prior to the expiration date of such
non-statutory stock option or within one year after the date of
termination of employment, whichever is the shorter period;
(iii) If an optionee retires under any retirement plan of the
Corporation or a Subsidiary, any then outstanding non-statutory stock
option held by such an optionee shall be exercisable (whether or not
exercisable on the date of termination of employment) by such an
optionee at any time prior to the expiration date of such
non-statutory stock option;
(iv) If the employment of an optionee who is a Disabled Optionee
is voluntarily terminated with the written consent of the Corporation
or a Subsidiary, any then outstanding stock option held by such
optionee shall be exercisable in full (whether or not so exercisable
on the date of termination of employment) by the optionee at any time
prior to the expiration date of such stock option or within one year
after the date of termination of employment, whichever is the shorter
period; and
(v) Following the death of an optionee during employment, any
outstanding stock option held by the optionee at the time of death
shall be exercisable in full (whether or not so exercisable on the
date of the death of the optionee) by such optionee's estate or by the
person or persons entitled to do so under the will of the optionee,
or, if the optionee shall fail to make testamentary disposition of the
stock option or shall die intestate, by the legal representative of
the optionee, at any time prior to the expiration date of such stock
option or within one year after the date of death, whichever is the
shorter period. Following the death of an optionee after termination
of employment but during a period when a stock option is exercisable
as provided in clauses (i), (ii), (iii) and (iv) above, any
outstanding stock option held by the optionee at the time of death
shall be exercisable by such optionee's estate or by such person or
persons entitled to do so under the Will of the optionee or by such
legal representative to the extent the stock option was exercisable by
the optionee at the time of death at any time prior to the expiration
date of such stock option or within one year after the date of death,
whichever is the shorter period.
(vi) If the employment of an optionee terminates for any reason
other than voluntary termination with the consent of the Corporation
or a Subsidiary, retirement under any retirement plan of the
Corporation or a Subsidiary, voluntary termination while a Disabled
Optionee with the consent of the Corporation or death, the rights of
such optionee under any then outstanding stock option shall terminate
at the time of such termination of employment. In addition, if an
optionee engages in the operation or management of a business, whether
as owner, partner, officer, director, employee or otherwise and
whether during or after termination of employment, which is in
competition with the Corporation or any of its Subsidiaries, the
Committee may in its discretion immediately terminate all stock
options held by the optionee.
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Whether termination of employment is a voluntary termination with the
written consent of the Corporation or a Subsidiary, whether an optionee is
a Disabled Optionee and whether an optionee has engaged in the operation or
management of a business which is in competition with the Corporation or
any of its Subsidiaries shall be determined in each case by the Committee
and any such determination by the Committee shall be final and binding.
(G) All stock options and stock appreciation rights shall be confirmed
by a stock option agreement, or an amendment thereto, which shall be
executed by the Chief Executive Officer, the President (if other than the
Chief Executive officer) or any Vice President on behalf of the Corporation
and by the employee to whom such stock options and stock appreciation
rights are granted.
(H) Fair market value of the Common Stock,
(i) so long as the Common Stock trades in the over-the-counter
market, shall be as set forth in such reliable publication as the
Committee, in its discretion, may choose to rely upon, by taking the
average of the "bid" and "ask" prices per share of the Common Stock as
quoted in such reliable publication on the trading date immediately
preceding the date as of which fair market value is to be determined,
or
(ii) in the event the Common Stock ceases to trade in the
over-the-counter market and is traded on another exchange, shall be as
set forth in such reliable publication as the Committee, in its
discretion, may choose to rely upon, by taking the average of the
highest and lowest price per share of the Common Stock as quoted in
such reliable publication on the nearest date before the date as of
which fair market value is to be determined or by such other
reasonable method or formula as may be determined by the Committee in
its discretion.
(I) The obligation of the Corporation to issue or deliver shares of
Common Stock under the Plan shall be subject to (i) the effectiveness of a
registration statement under the Securities Act of 1933, as amended, with
respect to such shares, if deemed necessary or appropriate by counsel for
the Corporation, (ii) the condition that the shares shall have been listed
(or authorized for listing upon official notice of issuance) upon each
stock exchange on which such shares may then be listed and (iii) all other
applicable laws, regulations, rules and orders which may then be in effect.
Subject to the foregoing provisions of this Section 5 and the other
provisions of the Plan, any stock option or stock appreciation rights granted
under the Plan shall be subject to such other terms and conditions as the
Committee shall deem advisable.
SECTION 6
Adjustment and Substitution of Shares
If a dividend or other distribution shall be declared upon the Common Stock
payable in
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shares of Common Stock, the number of shares of Common Stock then subject to
any outstanding stock option and the number of shares which may be issued or
delivered under the Plan but are not then subject to an outstanding stock
option shall be adjusted by adding thereto the number of shares which would
have been distributable thereon if such shares had been outstanding on the date
fixed for determining the stockholders entitled to receive such stock dividend
or distribution.
If the outstanding shares of Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Corporation or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of Common Stock subject to any then outstanding stock option and for each
share of Common Stock which may be issued or delivered under the Plan but is not
then subject to an outstanding stock option, the number and kind of shares of
stock or other securities into which each outstanding share of Common Stock
shall be so changed or for which each such share shall be exchangeable.
In the case of any adjustment or substitution as provided for in this
Section 6, the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.
No adjustment or substitution provided for in this Section 6 shall require
the Corporation to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated and not carried forward to
any subsequent adjustment or substitution.
If any such adjustment or substitution provided for in this Section 6
requires the approval of stockholders in order to enable the Corporation to
grant incentive stock options, then no such adjustment or substitution shall be
made without prior stockholder approval. Notwithstanding the foregoing, in the
case of incentive stock options, if the effect of any such adjustment or
substitution would be to cause the stock option to fail to continue to qualify
as an incentive stock option or to cause a modification, extension or renewal of
such stock option within the meaning of Section 424 of the Code, the Committee
may elect that such adjustment or substitution not be made but rather shall use
reasonable efforts to effect such other adjustment of each then outstanding
stock option as the Committee in its sole discretion shall deem equitable and
which will not result in any disqualification, modification, extension or
renewal (within the meaning of Section 424 of the Code) of such incentive stock
option.
SECTION 7
Restrictions on Transfer of
Certain Shares
Shares of Common Stock acquired under exercise of an (a) option pursuant to
Section 5(B)(ii) by a person then subject to the provisions of Section 16 of the
Exchange Act shall not be sold or otherwise transferred prior to (i) the
expiration of six months after the date of acquisition of shares upon exercise
of such option or (ii) the death of the optionee, whichever may first occur or
(b) incentive stock
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option shall not be sold or otherwise transferred until after the expiration of
any holding period required by Section 422 of the Code, as may be amended from
time to time. The Corporation is authorized to (i) retain the certificate(s)
representing such shares or place such certificates in the custody of its
transfer agent, (ii) place a restrictive legend on such shares, and/or (iii)
issue a stop transfer order to the transfer agent with respect to such shares
in order to enforce the transfer restrictions of this Section.
SECTION 8
Limited Stock Appreciation Rights
Limited stock appreciation rights may be granted in connection with all or
part of (i) an incentive stock option granted under the Plan at the time of the
grant of such stock option or (ii) a non-statutory option, at the time such
option is granted or at any time thereafter during the term of the such option.
Limited stock appreciation rights shall entitle the holder of an option in
connection with which such limited stock appreciation rights are granted, upon
exercise of the limited stock appreciation rights, to surrender the stock
option, or any applicable portion thereof, and any related stock appreciation
rights, to the extent unexercised, and to receive an amount of cash determined
pursuant to this Section 8. Such option, and any related stock appreciation
rights, shall, to the extent so surrendered, thereupon cease to be exercisable.
Limited stock appreciation rights shall be subject to the following terms
and conditions and to such other terms and conditions not inconsistent with the
Plan as shall from time to time be approved by the Committee.
(A) Limited stock appreciation rights shall be exercisable, subject
to Section 8(B), during any one or more of the following periods:
(i) for a period of 60 days beginning on the date on which shares
of Common Stock are first purchased pursuant to a tender offer or
exchange offer (other than such an offer by the Corporation), whether
or not such offer is approved or opposed by the Corporation and
regardless of the number of shares of Common Stock purchased pursuant
to such offer;
(ii) for a period of 60 days beginning on the date the
Corporation acquires knowledge that any person or group deemed a
person under Section 13(d)(3) of the Exchange Act (other than any
director of the Corporation on November 1, 1989, any Affiliate or
Associate of any such director (with such terms having the respective
meanings set forth in Rule 12b-2 under the Exchange Act as in effect
on November 1, 1989), any member of the family of any such director,
any trust (including the trustees thereof) established by or for the
benefit of any such persons, or any charitable foundation, whether a
trust or a corporation (including the trustees and directors thereof)
established by or for the benefit of any such persons), in a
transaction or series of transactions shall become the beneficial
owner, directly or indirectly (with beneficial ownership determined as
provided in Rule 13d-3, or any successor rule, under the Exchange
Act), of securities of the Corporation entitling the person or group
to 10% or more of all votes (without consideration
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of the rights of any class of stock to elect directors by a separate
class vote) to which all shareholders of the Corporation would be
entitled if the election of Directors were an election held on such
date;
(iii) for a period of 60 days beginning on the date of filing
under the Exchange Act of a Statement on Schedule 13D, or any
amendment thereto, by any person or group deemed a person under
Section 13(d)(3) of the Exchange Act, disclosing an intention or
possible intention to acquire or change control of the Corporation;
(iv) for a period of 60 days beginning on the date, during any
period of two consecutive years, when individuals who at the beginning
of such period constitute the Board of Directors of the Corporation
cease for any reason to constitute at least a majority thereof, unless
the election, or the nomination for election by the shareholders of
the Corporation, of each new Director was approved by a vote of at
least two- thirds of the Directors then still in office who were
Directors at the beginning of such period; and
(v) for a period of 60 days beginning on the date of approval by
the shareholders of the Corporation of an agreement (a "reorganization
agreement") providing for (a) the merger or consolidation of the
Corporation with another corporation where the shareholders of the
Corporation, immediately prior to the merger or consolidation, do not
or will not beneficially own, immediately after the merger or
consolidation, shares of the corporation issuing cash or securities in
the merger or consolidation entitling such shareholders to 50% or more
of all votes (without consideration of the rights of any class of
stock to elect directors by a separate class vote) to which all
shareholders of such corporation would be entitled in the election of
Directors or where the members of the Board of Directors of the
Corporation, immediately prior to the merger or consolidation, do not
or will not, immediately after the merger or consolidation, constitute
a majority of the Board of Directors of the corporation issuing cash
or securities in the merger or consolidation or (b) the sale or other
disposition of all or substantially all the assets of the Corporation.
(B) Subject to Section 9 hereof, limited stock appreciation rights
shall in no event be exercisable unless and until the holder of the limited
stock appreciation rights shall have completed at least six months of
continuous service with the Corporation or a Subsidiary, or both,
immediately following the date upon which the limited stock appreciation
rights shall have been granted.
(C) Upon exercise of limited stock appreciation rights, the holder
thereof shall be entitled to receive an amount of cash in respect of each
share of Common Stock subject to the related option equal to the excess of
the fair market value of such share over the option price of such related
option, and for this purpose fair market value shall mean the highest last
sale price of the Common Stock on the over-the-counter market during the
period beginning on the 90th day prior to the date on which the limited
stock appreciation rights are exercised and ending on such date, except
that (a) in the event of a tender offer or exchange offer for Common Stock,
fair market value shall mean the greater of such last sale price or the
highest price paid for Common Stock pursuant to any tender offer or
exchange offer in effect at any time beginning on the 90th day prior to the
date on which the limited stock appreciation rights are exercised and
ending on such date, (b) in the event of the acquisition by any person or
group of beneficial ownership of securities of the Corporation entitling
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the person or group to 10% or more of all votes to which all shareholders
of the Corporation would be entitled in the election of Directors or in the
event of the filing of a Statement on Schedule 13D, or any amendment
thereto, disclosing an intention or possible intention by any person or
group to acquire control of the Corporation, fair market value shall mean
the greater of such last sale price or the highest price per share paid for
Common Stock shown on the Statement on Schedule 13D, or any amendment
thereto, filed by the person or group becoming a 10% beneficial owner or
disclosing an intention or possible intention to acquire control of the
Corporation and (c) in the event of approval by shareholders of the
Corporation of a reorganization agreement, fair market value shall mean the
greater of such last sale price or the fixed or formula price specified in
the reorganization agreement if such price is determinable as of the date
of exercise of the limited stock appreciation rights. Any securities or
property which are part or all of the consideration paid for Common Stock
in a tender offer or exchange offer or under an approved reorganization
agreement shall be valued at the higher of (a) the valuation placed on such
securities or property by the person making the tender offer or exchange
offer or by the corporation other than the Corporation issuing securities
or property in the merger or consolidation or to whom the Corporation is
selling or otherwise disposing of all or substantially all the assets of
the Corporation and (b) the valuation placed on such securities or property
by the Committee.
(D) To the extent that limited stock appreciation rights shall be
exercised, the option in connection with which such limited stock
appreciation rights shall have been granted shall be deemed to have been
exercised and any related stock appreciation rights shall be canceled. To
the extent that the option in connection with which limited stock
appreciation rights shall have been granted or any related stock
appreciation rights shall be exercised, the limited stock appreciation
rights granted in connection with such option shall be canceled.
SECTION 9
Acceleration of the Exercise Date of
Stock Options and Related Stock Appreciation Rights
Notwithstanding any other provision of this Plan, all stock options and
stock appreciation rights shall become exercisable upon the occurrence of any of
the events specified in Section 8(A) whether or not such options are then
exercisable under the provisions of the applicable agreements relating thereto,
except that if stock appreciation rights have been granted along with limited
stock appreciation rights to the same option holder with respect to the same
option, in no event may the stock appreciation rights be exercised for cash
during any of the 60-day periods provided for in Section 8.
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SECTION 10
Effect of the Plan on the Rights
of Employees and Employer
Neither the adoption of the Plan nor any action of the Board or the
Committee pursuant to the Plan shall be deemed to give any employee any right to
be granted a stock option (with or without stock appreciation rights) under the
Plan and nothing in the Plan, in any stock option or stock appreciation rights
granted under the Plan or in any stock option agreement shall confer any right
to any employee to continue in the employment of the Corporation or any
Subsidiary or interfere in any way with the rights of the Corporation or any
Subsidiary to terminate the employment of any employee at any time.
SECTION 11
Amendment
The right to alter and amend the Plan at any time and from time to time and
the right to revoke or terminate the Plan are hereby specifically reserved to
the Board; provided always that no such revocation or termination shall
terminate any outstanding stock option or stock appreciation rights theretofore
granted under the Plan; and provided further that no such alteration or
amendment of the Plan shall, without prior stockholder approval (a) increase the
total number of shares which may be issued or delivered under the Plan, (b)
increase the total number of shares which may be covered by any stock option or
stock options granted to any one optionee, (c) make any changes in the class of
eligible employees or (d) extend the period set forth in the Plan during which
stock options (with or without stock appreciation rights) may be granted. No
alteration, amendment, revocation or termination of the Plan shall, without the
written consent of the holder of a stock option or stock appreciation rights
theretofore granted under the Plan, adversely affect the rights of such holder
with respect to such stock option or stock appreciation rights.
SECTION 12
Effective Date and Duration of Plan
The effective date and date of adoption of the Plan shall be February 2,
1996 (the "Effective Date"), the date of adoption of the Plan by the Board,
provided that such adoption of the Plan by the Board is approved by the
affirmative vote of the holders of at least a majority of the outstanding shares
of Common Stock at a meeting of such holders duly called, convened and held
within one year of the Effective Date. No stock option or stock appreciation
rights granted under the Plan prior to such shareholder approval may be
exercised until after such approval. No stock option or stock appreciation
rights may be granted under the Plan subsequent to February 2, 2006.
11