Exhibit 10.11
Amended by the Board of Directors August 26, 2002
1986 STOCK PLAN
OF
PHILLIPS PETROLEUM COMPANY
1. PURPOSE
The purpose of the 1986 Stock Plan of Phillips Petroleum Company is to
provide incentive earnings opportunities to those key employees whose
decisions and actions most directly affect the profitability and growth of
the Company and its subsidiaries. Since the incentive earnings
opportunities under this Plan are based on the market value of the
Company's Common Stock it will have the additional effect of increasing
these employees' identity of interest with that of the Company's
stockholders. There are two programs permitted by this Plan; a Stock
Option Plan and the Strategic Incentive Plan.
2. DEFINITIONS
a) "Board" shall mean the Board of Directors of the Company.
b) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
c) "Company" shall mean ConocoPhillips.
d) "Committee" shall mean the Compensation Committee of the Board of
Directors as appointed from time to time, and consisting of not less
than three Board members. Each member of the Committee shall be a
"disinterested person" as that term is now or hereafter defined in
Rule 16(b)(3) of the Securities and Exchange Commission.
e) "Earned Award" shall mean the award which an SIP Participant is
entitled to receive under the Strategic Incentive Plan.
f) "Employee" shall mean any person employed by the Company or a
Subsidiary on a full-time salaried basis, including officers and
employee directors thereof.
g) "Fair Market Value" shall mean the average of the highest price and
the lowest price at which Stock shall have been sold on the date of
the grant of the Option as reflected on
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the consolidated tape of New York Stock Exchange issues. In the
event that any Option shall be granted on a date on which there were
no such sales of Stock, the fair market value of Stock on such date
shall be the average of the highest price and lowest price at which
Stock shall have been sold on the last trading day preceding the
date of grant of such Option as reflected on the consolidated tape
of New York Stock Exchange issues.
h) "Incentive Stock Option" or "ISO" shall mean an Option grant which
meets or complies with the terms and conditions set forth in Section
422A of the Code and Treasury regulations promulgated thereunder.
i) "Indicators of Performance" shall mean the criteria which the
Committee will use at the conclusion of the Performance Period to
evaluate the Company's overall performance as described in Section
9(b) of this Plan.
j) "Strategic Incentive Plan Participant" or "SIP Participant" shall
mean any eligible Employee who has been so designated by the
Committee.
k) "Option" or "Stock Option" shall mean a right granted under the Plan
to an Optionee to purchase a stated number of shares of Stock at a
stated exercise price.
l) "Optionee" shall mean an employee who has received a Stock Option
granted under the Plan.
m) "Performance Period" shall mean a period established by the
Committee beginning on the first day of a calendar year, of not less
than three consecutive calendar years, at the conclusion of which
settlement will be made with a SIP Participant with respect to his
Earned Award.
n) "Plan" shall mean the 1986 Stock Plan of Phillips Petroleum Company.
o) "Restricted Stock" shall mean Stock which is not transferable except
in accordance with the terms established for such transfer at the
time of its issue in accordance with the plan under which it was
issued.
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p) "Stock" shall mean the common stock, including both Restricted and
unrestricted Stock, of the Company.
q) "Stock Appreciation Right" or "SAR" shall mean the right of an
Optionee to exercise his Option in accordance with Section 8 of this
Plan.
r) "Subsidiary" shall mean any corporation, a majority of the voting
stock of which is beneficially owned, directly or indirectly, by the
Company.
s) "Target Award" shall mean the award, expressed in shares of Stock,
which will be considered an Earned Award, absent any adjustment
thereto for individual performance, if the Committee determines
pursuant to Section 9(b) of this Plan that the Company's overall
performance was "competitive".
t) "Total Disability" and "Totally Disabled" shall mean that condition
in which, by reason of bodily injury or disease, an employee is and
will at all times thereafter be wholly prevented from engaging in
any occupation or employment for compensation, profit or gain. All
determinations of Total Disability shall be made by the insurance
company carrying the group life insurance plan of the Company on the
date on which the employee, whether or not eligible for benefits
under such insurance plan, becomes Totally Disabled.
3. ADMINISTRATION
The Committee is authorized, subject to the provisions of the Plan, from
time to time to establish such rules and regulations and to appoint such
agents as it deems appropriate for the proper administration of the Plan,
and to make such determinations under, and such interpretations of, and to
take such steps in connection with the Plan or the Options or Stock
Appreciation Rights or the Strategic Incentive Plan as it deems necessary
or advisable. Each determination, interpretation, or other action made or
taken pursuant to the provisions of the Plan by the Committee shall be
final and shall be binding and conclusive for all purposes and upon all
persons.
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4. ELIGIBILITY
Only those Employees who, in the sole judgment of the Committee, may have
a significant effect on the profitability and growth of the Company, shall
be eligible to receive Options and Stock Appreciation Rights under this
Plan. Of such Employees, those who are in positions evaluated at grade 35
or higher under the Company's salary administration system are eligible
for participation in the Strategic Incentive Plan; provided, however, the
Committee may also permit Employees eligible for Participation in the Plan
evaluated at less than grade 35 to participate in the Strategic Incentive
Plan if in the opinion of the Committee such Employees have a significant
effect on the Company's long term growth and profitability.
5. MAXIMUM SHARES AVAILABLE
The Stock to be distributed under the Plan may be either authorized and
unissued shares or issued shares whether held in the treasury of the
Company or otherwise. The total amount of Stock which, under the
provisions of this Plan, may be subject to delivery on the exercise of
Options, issued in satisfaction of exercised options or SAR's, or issued
under the Strategic Incentive Plan shall not exceed 3.5% of the number of
issued and outstanding shares of Stock, determined as of the effective
date of this Plan. The maximum number of shares is subject to adjustment
in accordance with the provisions of Section 10 hereof.
6. STOCK OPTIONS
a) Award of Options: (i) The Committee, at any time and from time to
time prior to December 31, 1990, may grant Options under the Plan to
eligible Employees, for such numbers of shares and having such terms
as the Committee shall designate, subject, however, to the
provisions of the Plan. The Committee will also determine the type
of Option granted (e.g., ISO, nonstatutory, other statutory Options
as from time to time may be permitted by the Code) or a combination
of various types of Options. Options
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designated as ISOs shall comply with all the provisions of Section
422A of the Code and applicable Treasury Department regulations. The
aggregate Fair Market Value (determined at the time the Option is
granted) of Stock with respect to which ISOs are exercisable for the
first time by any individual during a calendar year under all plans
of the Company, and any subsidiary shall not exceed $100,000. The
date on which an Option shall be granted shall be the date of the
Committee's authorization of such grant. Any individual at any one
time and from time to time may hold more than one Option granted
under the Plan or under any other Stock plan of the Company. (ii)
Each Option shall be evidenced by a Stock Option Agreement in such
form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall
approve.
b) Exercise Price. The price at which shares of Stock may be purchased
under an Option shall not be less than 100 percent of the Fair
Market Value of the Stock on the date the Option is granted.
c) Term of Options. The period during which an option may be exercised
shall be determined by the Committee; provided, that such period
will not be longer than ten years from the date on which the Option
is granted for those Options designated as ISOs or 11 years for
other types of Options. The date or dates on which installment
portion(s) of an Option may be exercised during the term of an
Option shall be determined by the Committee and may vary from Option
to Option. If the Committee makes no such specific arrangement with
respect to an Option, each such Option granted pursuant to the Plan
shall become exercisable in four installments. The first such
installment shall become exercisable on the first anniversary of the
date of the grant for 25 percent of the number of shares of Stock
subject to the Option. Thereafter, on each anniversary of the date
of the grant an installment shall become exercisable for an
additional 25 percent of the number of shares of Stock subject to
the
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Option until the Option shall have become fully exercisable. To the
extent that an installment is not exercised when it becomes
exercisable, it shall not expire but shall continue to be
exercisable at any time thereafter until the Option shall be
cancelled, expire or be surrendered. In no event, however, will any
option or portion of an option be exercisable within six months of
its grant date. The Committee may accelerate the exercise schedule
on outstanding Options, if in its sole judgment conditions are such
to warrant such acceleration.
d) Termination of Employment. (i) If, prior to a date one year from the
date an Option shall have been granted, the Optionee's employment
with the Company or Subsidiary shall be terminated for any reason,
such Option shall be cancelled and all rights thereunder shall
cease; provided that an option granted in any year to an Optionee
who terminates his employment on January 1 of the following year due
to retirement pursuant to the terms of a retirement plan of the
Company or a Subsidiary shall not be cancelled for that reason, and
provided, further, the Committee may, in its sole discretion
determine that all or any portion of any other Option shall not be
cancelled due to termination of employment prior to a date one year
from the date the Option shall have been granted. (ii) If, on or
after one year from the date an Option shall have been granted, an
Optionee's employment with the Company or Subsidiary is terminated
for any reason except retirement pursuant to the terms of a
retirement plan of the Company or a Subsidiary, Total Disability, or
death, any Option granted to him under the Plan shall be cancelled
on such termination; provided, that the Committee may, in its sole
discretion, determine that all or a portion of any such Option shall
not be cancelled. (iii) If, on or after a date one year from the
date the Option is granted, an Optionee shall terminate employment
by reason of retirement pursuant to a retirement plan of the Company
or Subsidiary, or by reason of Total Disability, the Optionee shall
retain all rights provided by the Option at the time of such
termination of employment.
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If on or after a date one year from the date the Option is granted,
or such shorter period as may be permitted pursuant to (d) (ii)
above, an Optionee shall die while in the employ of the Company or
Subsidiary or after termination of employment by reason of
retirement pursuant to a retirement plan of the Company or
Subsidiary, the executor or administrator of the estate of the
Optionee or the person or persons to whom the Option shall have been
validly transferred by the executor or the administrator pursuant to
will or the laws of descent and distribution shall have the right to
exercise the Option to the same extent the Optionee could have, had
he not died. No transfer of an Option by the Optionee by will or by
the laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with written
notice thereof and a copy of the will and such other evidence as the
Company may deem necessary to establish the validity of the transfer
and the acceptance by the transferee or transferees of the terms and
conditions of such Option. (iv) Transfer of employment between the
Company and a Subsidiary or between Subsidiaries shall not
constitute termination of employment for the purpose of any Option
granted under the Plan. Whether any leave of absence shall
constitute termination of employment for the purposes of any Option
granted under the Plan shall be determined in each case by the
Committee in its sole discretion.
e) Payment for Shares. (i) The exercise price for all shares of Stock
purchased upon the exercise of an Option, or a portion thereof,
shall be paid in full at the time of such exercise. Such payment may
be made in cash, by tendering shares of Stock having a value on the
date of exercise equal to the exercise price, or tendering shares of
Restricted Stock having a value on the date of exercise equal to the
exercise price. Such value shall be the Fair Market Value except
that the applicable date for determination of the highest and lowest
price on the New York Stock Exchange shall be the date on which the
Option is exercised, or if not a trading date, then the last
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trading day on such Exchange preceding the date on which the Option
is exercised. If Restricted Stock is used in such exercise, the
resulting new shares shall have the same restrictions as the
tendered shares. The number of shares so restricted shall not be
less than the number of shares of Restricted Stock tendered. The
Committee may, in its sole discretion and judgment, limit the extent
to which shares of Stock or shares of Restricted Stock may be used
in exercising Options. (ii) The Stock delivered to the Optionee upon
exercise of an Option, whether or not Restricted Stock is used for
payment of the purchase price of the Option may, at the discretion
of the Committee, have restrictions placed on it, provided that the
Stock Option agreement with the Optionee covering the Option permits
such use of Restricted Stock.
7. DETRIMENTAL ACTIVITIES
If the Committee determines that, subsequent to the grant of any
Option, the Optionee has engaged or is engaging in any activity
which, in the sole judgment of the Committee, is or may be
detrimental to the Company or a Subsidiary, the Committee may refuse
to honor the exercise of such Optionee's Options already requested,
and cancel the Option or Options granted to that Optionee.
8. STOCK APPRECIATION RIGHTS
a) Grant. The Committee may, at its discretion, affix Stock
Appreciation Rights to any Option, either at the time of its initial
granting to the Optionee or at a later date. The addition of such
SARs must be accomplished prior to the completion of the period
during which the Option may be exercised and such exercise period
may not be extended beyond that which was initially established. The
Committee may establish any SAR terms and conditions that it desires
at the time such SAR is established, provided that, notwithstanding
any provision of this Plan to the contrary, the terms and conditions
of a SAR related to an ISO shall be the same as the terms applicable
to the underlying ISO.
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b) Exercise of Stock Appreciation Right. (i) A Stock Appreciation Right
shall be exercisable at such time as may be determined by the
Committee, which shall be not less than six months after its grant,
and provided further that a Stock Appreciation Right shall be
exercisable only to the extent that the related Option could be
exercised. Option shares with respect to which the related Stock
Appreciation Right shall have been exercised may not again be
subjected to Options under this Plan. Upon the exercise of a Stock
Appreciation Right, that portion of the Option underlying the Stock
Appreciation Right will be considered as having been exercised. (ii)
The Committee may impose any other conditions upon the exercise of a
Stock Appreciation Right, which conditions may include a condition
that the Stock Appreciation Right may only be exercised in
accordance with rules and regulations adopted by the Committee from
time to time. Such rules and regulations may govern the right to
exercise Stock Appreciation Rights granted prior to the adoption or
amendment of such rules and regulations as well as Stock
Appreciation Rights granted thereafter. The exercise of a Stock
Appreciation Right for cash shall be made only during the periods
specified in Rule 16b-3(e)(3)(iii) of the Securities and Exchange
Commission. (iii) Upon the exercise of a Stock Appreciation Right,
the Company shall give to an Optionee an amount (less any applicable
withholding taxes) equivalent to the excess of the value of the
shares of Stock for which the right is exercised on the date of such
exercise over the exercise price of such shares under the related
Option. The value on the date of exercise shall be the Fair Market
Value as determined in Section 6(e) of this Plan. Such amount shall
be either in cash or in shares of Stock or both as the Committee
shall determine. Such determination may be made at the time of the
granting of the Stock Appreciation Right and may be changed at any
time thereafter. The shares may consist either in whole or in part
of authorized and unissued shares of Stock or issued shares of Stock
whether held in the treasury of the Company or otherwise. No
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fractional shares of Stock shall be issued and the Committee shall
determine whether cash shall be given in lieu of such fractional
share or whether such fractional share shall be eliminated.
c) Expiration or Termination of Stock Appreciation Rights. (i) Subject
to (c)(ii), each Stock Appreciation Right and all rights and
obligations thereunder shall expire on a date to be determined by
the Committee. (ii) A Stock Appreciation Right shall terminate and
may no longer be exercised upon the termination of the related
Option.
d) Amend, Suspension or Termination of Stock Appreciation Rights. The
Committee may at any time amend, suspend or terminate any Stock
Appreciation Right theretofore granted under the Plan.
9. STRATEGIC INCENTIVE PLAN
a) Administrative Procedure. Normally, the Committee shall adopt
administrative procedures applicable to a Performance Period prior
to, or within 30 days after, the date designated by the Committee
for the Commencement of such Performance Period. The Committee may,
however, adopt such administrative procedures more than 30 days
after such commencement if in its opinion such delayed action is
appropriate. Such procedures shall establish Indicators of
Performance and the Target Awards applicable to the Performance
Period. Indicators of Performance may vary from Performance Period
to Performance Period.
b) Indicators of Performance. Indicators of Performance may include,
but shall not be limited to, increased shareholder value, earnings
per share, return on shareholder's equity, return on assets and/or
other similar criteria. Such indicators may be based on the
Company's performance compared to the performance of one or more
selected companies in the petroleum industry during the same
Performance Period or may relate solely to the Company's performance
during the Performance Period or a
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combination of such indicators. At the completion of the Performance
Period, the Committee will review the Company's actual performance
with respect to the Indicators of Performance and, in its sole
judgment, rank the Company's overall performance. Such ranking may
range from "noncompetitive" through "competitive" to "outstanding".
In arriving at such ranking the Committee may take into
consideration, and make appropriate adjustments for, events
occurring during the Performance Period which the Committee, in its
sole judgment, concludes have affected the performance of the
Company or any selected company with respect to any of the
Indicators of Performance. No earned Awards will be granted if the
Company's overall performance is ranked "noncompetitive". Subject to
individual performance adjustments therein, if any, pursuant to
paragraph 9(c) of this Plan, if the Company's overall performance is
ranked "competitive", Target Awards will result; higher or lower
ranking will result in greater or lesser awards provided that in no
event, including individual performance adjustments, shall the
Earned Award of a SIP Participant exceed 150% of his Target Award.
c) Award Adjustments. The Committee in its sole discretion may make
adjustments in awards determined under paragraph (b) of this Section
based on the SIP Participant's individual performance during the
Performance Period. The administrative procedures for each
Performance Period shall establish the method to be used by the
Committee in determining which, if any, SIP Participants may receive
such performance adjustments and, subject to the maximum set out in
paragraph (b) of this Section, the size of such adjustments.
d) Partial Performance Period Participation. The administrative
procedures adopted for each Performance Period shall also include
procedures to be used in determining the extent to which an Employee
shall participate in a partial Performance Period due to either
assignment to a position which makes eligible to be a SIP
Participant after the
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beginning of such Performance Period or termination of employment
prior to the completion of such a Performance Period in which he was
a SIP Participant.
e) Award Settlement. With respect to each Performance Period,
settlement of all Earned Awards shall be made in Stock as soon as
practicable following the date on which the Committee determines the
size of Earned Awards; provided that the Committee may decide to
settle such awards over a period or periods of time as the Committee
shall deem appropriate.
10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
In the event of a reorganization, recapitalization, Stock split, Stock
dividend, exchange of Stock, combination of Stock, merger, consolidation
or any other change in corporate structure of the Company affecting the
Stock, or in the event of a sale by the Company of all or a significant
part of its assets, or any distribution to its shareholders other than a
normal cash dividend, the Committee may make appropriate adjustment in the
number, kind, price and value of Stock authorized by this Plan and any
adjustment to outstanding Awards as it determines appropriate so as to
prevent dilution or enlargements of rights.
11. MISCELLANEOUS
a) Except as otherwise required by law, no action taken under the Plan
shall be taken into account in determining any benefits under any
pension, retirement, thrift, profit sharing, group insurance, or
other benefit plan maintained by the Company or any Subsidiary,
unless such other plan specifically provides for such inclusion.
b) No Option or Stock Appreciation Right or right under the Strategic
Incentive Plan shall be transferable other than by will or the laws
of descent and distribution. During the lifetime of an Optionee, any
Option or Stock Appreciation Right shall be exercisable only by him
or by his duly appointed guardian or legal representative.
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c) The Company shall have the right to withhold from any settlement
hereunder any federal, state, or local taxes required by law to be
withheld. Such withholding may be satisfied by the withholding of
shares of Stock by the Company if the Optionee so requests in a
manner prescribed by the Committee, if the Committee so approves,
and such withholding of shares does not violate any applicable laws,
rules or regulations of federal, state or local authorities.
d) All administrative expenses associated with the administration of
the Plan shall be borne by the Company.
e) Masculine pronouns and other words of masculine gender used herein
shall refer to both men and women.
f) The titles and headings of the sections in this Plan are for
convenience of reference only and in the event of any conflicts, the
text of the Plan, rather than such titles or headings, shall
control.
12. AMENDMENT AND TERMINATION
The Board may at any time terminate or amend this Plan in such respect as
it shall deem advisable, provided, the Board may not, without further
approval of the stockholders of the Company amend the Plan so as to (i)
increase the number of shares of Stock which may be issued under the Plan,
except as provided for in Section 10; (ii) materially modify the
requirements as to eligibility for participation; (iii) materially
increase the benefits accruing to Participants under the Plan; (iv) extend
the duration of the Plan beyond the date approved by the stockholders; or
(v) increase the maximum dollar amount of ISOs which an individual
Optionee may exercise during any calendar year beyond that permitted in
the Code and applicable regulations of the Treasury Department.
Notwithstanding the foregoing, no such termination or amendment may
adversely affect the rights of any Participant under any Award that is
outstanding at the time of such termination or amendment without the
Participant's consent.
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13. DURATION OF THE PLAN
The Plan shall become effective on approval by the stockholders at the
annual meeting of the stockholders in April of 1986, retroactive to
January 1, 1986, and shall terminate on December 31, 1990.
14. CHANGE OF CONTROL
a) In the event of a Change of Control:
i) Any Stock Options and Stock Appreciation Rights outstanding as
of the date of the Change of Control that are not then fully
exercisable and vested, shall become fully exercisable and
vested to the full extent of the original grant;
ii) All restrictions and other limitations applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall
become free of all restrictions and become fully vested and
transferable to the full extent of the original grant;
iii) All Performance Awards and other Awards outstanding as of the
date of the Change of Control shall be considered to be earned
and payable in full, and any deferral or other restriction
shall lapse and except as provided in subsection (c) of this
Section 14, such Performance Units shall be settled in cash as
promptly as is practicable; and
iv) Section 7 of the Plan, and all noncompetition covenants and
other similar restrictive covenants applicable to any
outstanding Awards, shall lapse and become null and void and
of no further effect.
b) A "Change of Control" shall mean:
i) 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 (a "Person")) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934) of 20% or more of either
(a) the then outstanding shares of common stock of the Company
(the "Outstanding Company
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Common Stock") or (b) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for
purposes of this subsection (i), the following acquisitions
shall not constitute a Change of Control: (A) any acquisition
directly from the Company, (B) any acquisition by the Company,
(C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition
pursuant to a transaction which complies with clauses (A), (B)
and (C) of subsection (iii) of this Section 14(b); or
ii) Individuals who, as of August 26, 2002, 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 August 26, 2002,
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with
respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board; or
iii) Approval by the shareholders of 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
"Corporate Transaction"), in each case, unless, following such
Corporate Transaction, (A) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding
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Company Voting Securities immediately prior to such Corporate
Transaction 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, as the case may be, of the
corporation resulting from such Corporate Transaction
(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
Corporate Transaction of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be,
(B) no Person (excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting from such
Corporate Transaction) beneficially own, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Corporate Transaction 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 Corporate
Transaction and (C) at least a majority of the members of the
board of directors of the corporation resulting from such
Corporate Transaction were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the
action of the Board, providing for such Corporate Transaction;
or
iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
c) Notwithstanding the foregoing, if any right to receive cash granted
pursuant to this Section 14 would make a Change of Control
transaction ineligible for pooling-of-interest accounting under APB
No. 16 that but for the nature of such right would be
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eligible for such accounting treatment, the Committee shall have the
ability to substitute for the cash payable pursuant to such right
Stock or other securities with a fair market value equal to the cash
that would otherwise be payable hereunder.
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