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EXHIBIT 10.2
ALLEGHENY TELEDYNE INCORPORATED
1996 INCENTIVE PLAN
ADMINISTRATIVE RULES FOR THE
STOCK ACQUISITION AND RETENTION PROGRAM
EFFECTIVE AS OF JANUARY 1, 1997
ARTICLE I. ADOPTION AND PURPOSE OF THE PROGRAM
1.01 ADOPTION. These rules are adopted by the Personnel and
Compensation Committee and the Stock Incentive Award of the Board of
Directors pursuant to the authority reserved in Section 3.01 of the
Allegheny Teledyne Incorporated 1996 Incentive Plan (the "Plan").
Capitalized terms used but not defined in these rules shall have the
same meanings as in the Plan.
1.02 PURPOSE. The purpose of the Stock Acquisition and
Retention Program (the "SARP") is to assist ALC in retaining and
motivating selected key management employees who will contribute to
the success of ALC and the Corporation. The SARP encourages eligible
employees to hold a proprietary interest in the Corporation by
offering them an opportunity to receive grants of restricted shares of
Stock which, in accordance with the terms and conditions set forth
below, will vest only if the employees retain, for a specified period
of time, ownership of (i) shares of Stock purchased pursuant to the
SARP or (ii) already-owned shares of Stock which such employees
identify as being subject to the SARP. Awards under the SARP will act
as an incentive to participating employees to achieve long-term
objectives which will inure to the benefit of all stockholders of the
Corporation.
ARTICLE II. DEFINITIONS
For purposes of these rules, the capitalized terms set forth below
shall have the following meanings:
2.01 ALC means Allegheny Ludlum Corporation, a Pennsylvania
corporation.
2.02 AWARD AGREEMENT means a written agreement between the
Corporation and a Participant or a written acknowledgment from the
Corporation specifically setting forth the terms and conditions of an
award of Restricted Stock granted to a Participant pursuant to Article
VII of these rules.
2.03 BOARD means the Board of Directors of the Corporation.
2.04 BUSINESS DAY means any day on which the New York Stock
Exchange shall be open for trading.
2.05 CAUSE means a determination by the Committee that a
Participant has engaged in conduct that is dishonest or illegal,
involves moral turpitude or jeopardizes the Corporation's right to
operate its business in the manner in which it is now operated.
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2.06 CHANGE IN CONTROL means any of the events set forth
below:
(a) The acquisition in one or more transactions,
other than from the Corporation, by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of a number
of Corporation Voting Securities in excess of 30% of the
Corporation Voting Securities unless such acquisition has
been approved by the Board; or
(b) Any election has occurred of persons to the
Board that causes two-thirds of the Board to consist of
persons other than (i) persons who were members of the Board
on August 15, 1996 and (ii) persons who were nominated for
election as members of the Board at a time when two-thirds of
the Board consisted of persons who were members of the Board
on August 15, 1996; provided, however, that any person
nominated for election by the Board at a time when at least
two-thirds of the members of the Board were persons described
in clauses (i) and/or (ii) or by persons who were themselves
nominated by such Board shall, for this purpose, be deemed to
have been nominated by a Board composed of persons described
in clause (i); or
(c) Approval by the stockholders of the Corporation
of a reorganization, merger or consolidation, unless,
following such reorganization, merger or consolidation, all
or substantially all of the individuals and entities who were
the respective beneficial owners of the Outstanding Stock and
Corporation Voting Securities immediately prior to such
reorganization, merger or consolidation, following such
reorganization, merger or consolidation beneficially own,
directly or indirectly, more than 60% 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 or
trustees, as the case may be, of the entity resulting from
such reorganization, merger or consolidation in substantially
the same proportion as their ownership of the Outstanding
Stock and Corporation Voting Securities immediately prior to
such reorganization, merger or consolidation, as the case may
be; or
(d) Approval by the stockholders of the Corporation
of (i) a complete liquidation or dissolution of the
Corporation or (ii) a sale or other disposition of all or
substantially all the assets of the Corporation.
2.07 COMMITTEE means the Stock Incentive Award Committee of
the Board, in the case of individuals who are executive officers of
the Corporation, and the Personnel and Compensation Committee of the
Board, in the case of individuals who are not executive officers of
the Corporation.
2.08 CORPORATION means Allegheny Teledyne Incorporated, a
Delaware corporation, and its successors.
2.09 CORPORATION VOTING SECURITIES means the combined voting
power of all outstanding voting securities of the Corporation entitled
to vote generally in the election of the Board.
2.10 DATE OF GRANT means the date as of which an award of
Restricted Stock is granted in accordance with Article VII of these
rules.
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2.11 DESIGNATED STOCK means shares of Stock already owned by
a Participant that the Participant identifies as being subject to the
SARP, thereby triggering the grant of Restricted Stock to such
Participant pursuant to Article VII of these rules.
2.12 DESIGNATION NOTICE means a written notice, in a form
acceptable to the Committee, by which a Participant designates
previously-acquired shares of Stock as Designated Stock.
2.13 DISABILITY means any physical or mental injury or
disease of a permanent nature which renders a Participant incapable of
meeting the requirements of the employment performed by such
Participant immediately prior to the commencement of such disability.
The determination of whether a Participant is disabled shall be made
by the Committee in its sole and absolute discretion. Notwithstanding
the foregoing, if a Participant's employment by the Corporation or an
applicable subsidiary terminates by reason of a disability, as defined
in an Employment Agreement between such Participant and the
Corporation or an applicable subsidiary, such Participant shall be
deemed to be disabled for purposes of the SARP.
2.14 EFFECTIVE DATE means January 1, 1997.
2.15 EXCHANGE ACT means the Securities Exchange Act of 1934,
as amended.
2.16 FAIR MARKET VALUE means, as of any given date, the
average of the high and low trading prices of the Stock on such date
as reported on the New York Stock Exchange or, if the Stock is not
then traded on the New York Stock Exchange, on such other national
securities exchange on which the Stock is admitted to trade, or, if
none, on the National Association of Securities Dealers Automated
Quotation System if the Stock is admitted for quotation thereon;
provided, however, if there were no sales reported as of such date,
Fair Market Value shall be computed as of the last date preceding such
date on which a sale was reported; provided, further, that if any such
exchange or quotation system is closed on any day on which Fair Market
Value is to be determined, Fair Market Value shall be determined as of
the first date immediately preceding such date on which such exchange
or quotation system was open for trading.
2.17 OUTSTANDING STOCK means, at any time, the issued and
outstanding Stock.
2.18 PARTICIPANT means any person selected by the Committee,
pursuant to Section 5.01 of these rules, as eligible to participate
under the SARP.
2.19 PERMITTED TRANSFEREE means a Participant's spouse, or
(by blood, adoption or marriage) parent, child, stepchild, descendant
or sibling, or the estate, any guardian, custodian, conservator or
committee of, or any trust for the benefit of, the Participant or any
of the foregoing persons.
2.20 PLAN means the Allegheny Teledyne Incorporated 1996
Incentive Plan, as the same may be amended from time to time.
2.21 PURCHASE AMOUNT means the dollar amount that a
Participant specifies in a Purchase Notice with respect to a
particular Purchase Date.
2.22 PURCHASE DATE means, with respect to any Window Period,
the Business Day immediately following the last day of the Window
Period.
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2.23 PURCHASED STOCK means Stock purchased by a Participant
pursuant to Article VI of these rules, which triggers the grant of
Restricted Stock to such Participant pursuant to Article VII of these
rules.
2.24 PURCHASE LOAN means a loan provided to a Participant by
the Corporation to facilitate the Participant's purchase of Stock
pursuant hereto.
2.25 PURCHASE NOTICE means a written notice, in a form
acceptable to the Committee, by which a Participant may elect to
purchase Stock as of a Purchase Date in accordance with Section 6.01
of these rules.
2.26 RELATED STOCK means, with respect to any share of
Restricted Stock, the two shares of Purchased Stock or Designated
Stock, as the case may be, which entitle such Participant to receive
such share of Restricted Stock pursuant to Article VII of these rules.
2.27 RESTRICTED STOCK means shares of Stock awarded to a
Participant subject to restrictions as described in Article VII of
these rules.
2.28 SARP means the Stock Acquisition and Retention Program,
as the same may be amended from time to time.
2.29 SARP YEAR means each of the calendar years 1997 through
and including 1998.
2.30 STOCK means the common stock, par value $0.10 per share,
of the Corporation.
2.31 WINDOW PERIOD means each of the four (4) periods in each
year consisting of the ten (10) consecutive Business Days beginning on
the third (3rd) Business Day following the release by the Corporation
of its quarterly or annual summary statements of sales and earnings
and ending on the twelfth (12th) Business Day following such date.
ARTICLE III. ADMINISTRATION
The SARP shall be administered by the Committee, which shall have
exclusive and final authority and discretion in each determination,
interpretation or other action affecting the SARP and its Participants. The
Committee shall have the sole and absolute authority and discretion to
interpret the SARP, to modify these administrative rules for the SARP, to
select, in accordance with Section 5.01 of these rules, the persons who will be
Participants hereunder, to impose such conditions and restrictions as it
determines appropriate and to take such other actions and make such other
determinations in connection with the SARP as it may deem necessary or
advisable.
ARTICLE IV. STOCK ISSUABLE UNDER THE SARP
4.01 NUMBER OF SHARES OF STOCK ISSUABLE. Subject to
adjustments as provided in Section 11.07 of the Plan, the maximum
number of shares of Stock available for issuance under the SARP shall
be 725,000. The Stock to be offered under the SARP shall be authorized
and unissued Stock, or Stock which shall have been reacquired by the
Corporation and held in its treasury.
4.02 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Stock
forfeited as provided in Section 7.02 of these rules may again be
issued under the SARP.
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ARTICLE V. PARTICIPATION
5.01 DESIGNATION OF PARTICIPANTS. Participants in the SARP
shall be such officers of ALC at the level of Vice President or higher
as the Committee, in its sole discretion, may designate as eligible to
participate in the SARP. Prior to the commencement of each SARP Year
during the term of the SARP, the Committee shall designate the
Participants who are eligible to participate in the SARP during such
SARP Year; provided, however, that with respect to the initial SARP
Year of the SARP, such designations shall be made no later than thirty
(30) days following the Effective Date. The Committee's designation of
a Participant with respect to any SARP Year shall not require the
Committee to designate such person as a Participant with respect to
any other SARP Year. The Committee shall consider such factors as it
deems pertinent in selecting Participants. The Committee shall
promptly provide to each person selected as a Participant written
notice of such selection. The designation of a person as a Participant
with respect to a SARP Year shall permit such person to elect to
submit one or more Purchase Notices and/or Designation Notices during
such SARP Year irrespective of whether, in the case of Purchase
Notices, the applicable Purchase Date(s) fall within such SARP Year.
5.02 PARTICIPANT ELECTIONS. A person who is designated as a
Participant in accordance with Section 5.01 of these rules shall be
entitled to purchase Stock by delivering one or more Purchase Notices
in accordance with Article VI of these rules, and such Stock purchases
shall result in the award of Restricted Stock to such Participant in
accordance with Article VII of these rules. In addition, a Participant
shall be entitled to designate as Designated Stock, in one or more
Designation Notices delivered to the Corporation at any time during a
SARP Year, any even number of shares of Stock then owned by the
Participant, other than shares of Purchased Stock, shares of Stock
credited to the Participant's account under the Allegheny Ludlum
Corporation Retirement Savings Plan (RSP) and shares of Stock subject
to outstanding and as yet unexercised stock options. Such designation
of shares as Designated Stock shall result in the award of Restricted
Stock to the Participant in accordance with Article VII of these
rules. The sum of (i) the aggregate Purchase Amounts elected by a
Participant pursuant to one or more Purchase Notices submitted within
any one SARP Year and (ii) the Fair Market Value of the Designated
Stock designated by the Participant pursuant to one or more
Designation Notices submitted within such SARP Year (such Fair Market
Value being determined as of the date the applicable Designation
Notice is delivered), shall not exceed such Participant's gross annual
salary as in effect on the first day of such SARP Year.
ARTICLE VI. STOCK PURCHASES
6.01 STOCK PURCHASE ELECTIONS. A Participant shall have the
right to purchase Stock in accordance with the terms of this Article
VI of these rules. A Participant may elect to purchase Stock under
this SARP by delivering to the Corporation a Purchase Notice and cash
and/or a promissory note executed by the Participant in an amount
equal to the purchase price designated in such Participant's Purchase
Notice. Such Purchase Notice shall set forth, among other things, the
Purchase Amount elected by the Participant. Such promissory note which
shall evidence such Participant's Purchase Loan in accordance with
Section 6.03 of these rules, shall be in a principal amount equal to
the Purchase Amount designated in such Participant's Purchase Notice
and shall by its terms become effective as of the applicable Purchase
Date. All elections under this Section 6.01 shall be irrevocable. If
an election is submitted during a Window Period, such election shall
take effect as of the Purchase Date immediately following the close of
such Window Period. If an election is not submitted during a Window
Period, such election shall take effect as of the first Purchase Date
which occurs at least six (6) months after the date the election is
submitted.
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6.02 ISSUANCE OF AND PAYMENT FOR STOCK. As of each Purchase
Date, the Corporation shall credit to each Participant the number of
shares of Purchased Stock purchased pursuant to the Purchase Notice
submitted by such Participant. The number of shares of Purchased Stock
to be so credited shall be determined by dividing the Purchase Amount
designated by such Participant in his or her Purchase Notice by a
purchase price per share equal to the average Fair Market Value during
the Window Period. As of any Purchase Date, only an even number of
shares of Purchased Stock can be purchased by a Participant and in no
event shall the Corporation be required to issue fractional shares.
The Purchase Amount elected by a Participant, and the principal amount
of the related promissory note, shall be automatically reduced (and if
the entire Purchase Amount is paid in cash, cash shall be returned to
the Participant) to the minimum extent necessary in order that an even
number of whole shares of Purchased Stock is credited to such
Participant as of the Purchase Date. The purchase price for shares of
Purchased Stock credited to a Participant as of a Purchase Date shall
be paid in cash and/or by means of a Purchase Loan made by the
Corporation to the Participant in accordance with Section 6.03 of
these rules. The Participant shall have all of the rights of a
stockholder with respect to the shares of Purchased Stock credited to
him under this Section 6.02 including, but not limited to, the right
to vote such shares and the right to receive dividends (or dividend
equivalents) paid with respect to such shares.
6.03 TERMS OF PURCHASE LOAN.
(a) Purchase Loan. The promissory note delivered to
the Corporation by a Participant in accordance with Section
6.01 of these rules shall evidence a Purchase Loan in
principal amount equal to such Participant's Purchase Amount
reduced by the amount of cash paid, if any. Unless the
Committee shall otherwise determine prior to the applicable
Purchase Date, each Purchase Loan shall have a term not to
exceed ten years, and be secured by the shares of Purchased
Stock acquired with such Purchase Loan.
(b) Interest on Purchase Loan. Until the
Participant's Purchase Loan is paid in full, or otherwise
satisfied or discharged in full, interest on the outstanding
balance of the Purchase Loan shall accrue at a fixed rate per
annum equal to the lesser of the following rates, determined
as of the applicable Purchase Date, as certified by the
Treasurer of the Corporation: (i) the average annual
borrowing rate of the Corporation and (ii) the prime lending
rate of PNC Bank, National Association; provided, however,
that in no event shall such interest rate be less than the
minimum rate required to avoid imputed interest under the
applicable provisions of the Internal Revenue Code of 1986.
(c) Repayment of Purchase Loan. No principal or
interest payments with respect to a Purchase Loan shall be
required prior to the fifth anniversary of the date such
Purchase Loan is made; provided, however, that prior to such
fifth anniversary, cash dividends on shares of Purchased
Stock held as security for such Purchase Loan, and on the
related shares of Restricted Stock, shall be applied to pay
accrued interest on the Purchase Loan (any non-cash dividends
shall remain as part of the collateral securing such Purchase
Loan). After such fifth anniversary, level monthly payments
of principal and accrued interest with respect to a Purchase
Loan shall be required for the remaining term thereof. Unless
otherwise determined by the committee, all outstanding
principal and interest on a Participant's Purchase Loan shall
be immediately due and payable in full upon termination of
the Participant's employment with the Corporation and its
affiliates. All or any portion of the principal and/or
interest with respect to a Purchase Loan may, at the election
of the Participant, be paid by the delivery to the
Corporation of whole shares of Stock, other than
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(i) shares of Stock credited to the Participant's account
under the Allegheny Ludlum Corporation Retirement Savings
Plan (RSP), (ii) shares of Stock subject to outstanding and
as yet unexercised stock options, and (iii) shares of
Purchased Stock and Designated Stock; provided, however, that
shares of Purchased Stock and Designated Stock can be used to
pay interest and/or principal with respect to a Purchase Loan
if at the time of such payment the Participant is an active
employee of the Corporation or a subsidiary, or the
Participant's employment terminated due to death, disability
or retirement pursuant to the retirement policy of ALC. For
purposes of the immediately preceding sentence, shares of
Stock shall be valued at the Fair Market Value of such shares
on the Business Day immediately preceding the date such
shares are delivered to the Corporation.
(d) Other Terms. The promissory notes evidencing the
Purchase Loans shall contain such other terms and conditions
as the Committee may determine, including, without
limitation, any special terms relating to the retirement of a
Participant prior to the expiration of the term of one or
more Purchase Loans.
6.04 STOCK CERTIFICATES. As promptly as administratively
feasible after each Purchase Date, the Corporation shall deliver to
each Participant one or more stock certificates for the number of
shares of Stock purchased by such Participant as of such Purchase Date
in accordance with this Article VI. The Participant shall then deliver
certificates representing a number of shares with a value equal to the
principal amount of the Purchase Loan to the Corporation in pledge for
the related Purchase Loan along with an executed security agreement in
such form as the Committee shall specify. Upon satisfaction in full of
the Purchase Loan, the certificates shall be delivered to the
Participant free and clear of any restrictions except for any
restrictions that may be imposed by law.
ARTICLE VII. RESTRICTED STOCK
7.01 RESTRICTED STOCK AWARDS. As of each Purchase Date, there
shall automatically be granted to any Participant who purchases
Purchased Stock as of such Purchase Date pursuant to Article VI of
these rules an award of one share of Restricted Stock for each two
shares of Purchased Stock. The Purchase Date shall be the Date of
Grant of such Restricted Stock. As of any date that a Participant
delivers a Designation Notice to the Corporation, in accordance with
Section 5.02 of these rules, designating shares of Stock as Designated
Stock, there shall automatically be granted to such Participant an
award of one share of Restricted Stock for each two shares of
Designated Stock. The date of delivery of such Designation Notice
shall be the Date of Grant of such Restricted Stock. The terms of all
such Restricted Stock awards shall be set forth in an Award Agreement
between the Corporation and the Participant which shall contain such
forfeiture periods and conditions, restrictions and other provisions,
not inconsistent with these rules, as shall be determined by the
Committee.
(a) Issuance of Restricted Stock. As soon as
practicable after the Date of Grant of Restricted Stock, the
Corporation shall cause to be transferred on the books of the
Corporation shares of Stock, registered on behalf of the
Participant, evidencing such Restricted Stock, but subject to
forfeiture to the Corporation retroactive to the Date of
Grant if an Award Agreement delivered to the Participant by
the Corporation with respect to the Restricted Stock is not
duly executed by the Participant and timely returned to the
Corporation. Until the lapse or release of all restrictions
applicable to an award of Restricted Stock, the stock
certificates representing such Restricted Stock shall be held
in custody by the Corporation or its designee.
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(b) Stockholder Rights. Beginning on the Date of
Grant of the Restricted Stock and subject to execution of the
Award Agreement as provided in Section 7.01(a) of these
rules, the Participant shall become a stockholder of the
Corporation with respect to all Stock subject to the Award
Agreement and shall have all of the rights of a stockholder,
including, but not limited to, the right to vote such Stock
and the right to receive dividends (or dividend equivalents)
paid with respect to such Stock; provided, however, that any
Stock distributed as a dividend or otherwise with respect to
any Restricted Stock as to which the restrictions have not
yet lapsed shall be subject to the same restrictions as such
Restricted Stock and shall be held as prescribed in Section
7.01(a) of these rules.
(c) Restriction on Transferability. None of the
Restricted Stock may be assigned, transferred (other than by
will or the laws of descent and distribution), pledged, sold
or otherwise disposed of prior to lapse or release of the
restrictions applicable thereto.
(d) Delivery of Stock Upon Release of Restrictions.
Upon expiration or earlier termination of the forfeiture
period without a forfeiture, the satisfaction of the Purchase
Loan, if any, for the Related Stock and the satisfaction of
or release from any other conditions prescribed by the
Committee, the restrictions applicable to the Restricted
Stock shall lapse. As promptly as administratively feasible
thereafter, subject to the requirements of Section 8.02 of
these rules, the Corporation shall deliver to the
Participant, or, in case of the Participant's death, to the
Participant's legal representatives, one or more stock
certificates for the appropriate number of shares of Stock,
free of all such restrictions, except for any restrictions
that may be imposed by law.
7.02 TERMS OF RESTRICTED STOCK.
(a) Forfeiture of Restricted Stock. Subject to
Section 7.02(b) of these rules, all Restricted Stock shall be
forfeited and returned to the Corporation and all rights of
the Participant with respect to such Restricted Stock shall
cease and terminate in their entirety if during the
forfeiture period (i) the Participant transfers, sells or
otherwise disposes of the Related Stock other than to a
Permitted Transferee or in a transaction constituting a
Change in Control or (ii) the employment of the Participant
with the Corporation and its affiliates terminates for any
reason or (iii) the Participant defaults on the Purchase
Loan, if any, for the Related Stock. Unless the Committee, in
its sole discretion, provides otherwise in the applicable
Award Agreement, the forfeiture period for any shares of
Restricted Stock shall be five years from the Date of Grant
of such Restricted Stock. Notwithstanding the foregoing, in
the event of the discharge by the Corporation and its
subsidiaries of a Participant without Cause or termination of
a Participant's employment by reason of death, Disability or
retirement pursuant to the retirement policy of the
Corporation or its applicable subsidiaries, all forfeiture
restrictions imposed on Restricted Stock shall immediately
and fully lapse. In addition, upon the occurrence of a Change
in Control, all forfeiture restrictions imposed on Restricted
Stock shall immediately and fully lapse.
(b) Waiver of Forfeiture Period. Notwithstanding
anything contained in this Article VII to the contrary, the
Committee may, in its sole discretion, waive the forfeiture
conditions set forth in any Award Agreement under appropriate
circumstances and subject to such terms and conditions
(including forfeiture of a proportionate number of the shares
of Restricted Stock) as the Committee may deem appropriate,
provided that the Participant shall at that time have
completed at least one year of employment after the Date of
Grant.
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ARTICLE VIII. MISCELLANEOUS
8.01 LIMITATIONS ON TRANSFER. The rights and interest of a
Participant under the SARP may not be assigned or transferred other
than by will or the laws of descent and distribution. During the
lifetime of a Participant, only the Participant personally may
exercise rights under the SARP.
8.02 TAXES. The Corporation shall be entitled to withhold (or
secure payment from the Participant in lieu of withholding) the amount
of any withholding or other tax required by law to be withheld or paid
by the Corporation with respect to any Stock issuable under the SARP,
or with respect to any income recognized upon the lapse of
restrictions applicable to Restricted Stock, and the Corporation may
defer issuance of Stock hereunder until and unless indemnified to its
satisfaction against any liability for any such tax. The amount of
such withholding or tax payment shall be determined by the Committee
or its delegate and shall be payable by the Participant at such time
as the Committee determines. The Committee shall prescribe in each
Award Agreement one or more methods by which the Participant will be
permitted to satisfy his or her tax withholding obligation, which
methods may include, without limitation, the payment of cash by the
Participant to the Corporation and the withholding, at the appropriate
time, of shares of Stock otherwise issuable to the Participant in a
number sufficient, based upon the Fair Market Value of such Stock, to
satisfy such tax withholding requirements.
8.03 LEGENDS. All certificates for Stock delivered under the
SARP shall be subject to such transfer restrictions set forth in these
rules and such other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Stock is
then listed and any applicable federal or state securities law, and
the Committee may cause a legend or legends to be endorsed on any such
certificates making appropriate references to such restrictions.
8.04 AMENDMENT AND TERMINATION. The Committee shall have
complete power and authority to amend or terminate these rules at any
time it is deemed necessary or appropriate. No termination or
amendment of the SARP may, without the consent of the Participant to
whom any award shall theretofore have been granted under the SARP,
adversely affect the right of such individual under such award;
provided, however, that the Committee may, in its sole discretion,
make such provision in the Award Agreement for amendments which, in
its sole discretion, it deems appropriate.
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