EXHIBIT 10.53
RACI HOLDING, INC
2003 STOCK OPTION PLAN
Section 1. Purpose
The purpose of this RACI Holding, Inc. 2003 Stock Incentive Plan is to
foster and promote the long-term financial success of Holding and the Company
and to increase materially stockholder value by (a) motivating superior
performance by Participants in the Plan, (b) providing Participants in the Plan
with an ownership interest in Holding and (c) enabling Holding, the Company and
the Subsidiaries to attract and retain the services of an outstanding management
team upon whose judgment, interest and special effort the successful conduct of
its operations is largely dependent.
Section 2. Definitions
2.1. Definitions. Whenever used herein, the following terms shall
have the respective meanings set forth below:
(1) "Alternative Option" has the meaning given in Section 8.2.
(2) "Board" means the Board of Directors of Holding.
(3) "BRS" means Bruckmann, Rosser, Sherrill & Co. II, L.P. and any
successor or other investment vehicle managed by Bruckmann, Rosser, Sherrill
& Co., Inc.
(4) "C&D Fund" means The Clayton & Dubilier Private Equity Fund IV
Limited Partnership, a Connecticut limited partnership, and any successor or
other investment vehicle managed by Clayton, Dubilier & Rice, Inc.
(5) "Cause" means, with respect to an Employee: (i) the willful
failure by a Participant to perform substantially his duties as an employee
of Holding, the Company or any Subsidiary (other than any such failure due
to physical or mental illness) after a demand for substantial performance is
delivered to the Participant by the executive to whom the Participant
reports or by the Board, which notice identifies the manner in which such
executive or the Board, as the case may be, believes that the Participant
has not substantially performed his duties, (ii) the Participant's engaging
in willful and serious misconduct that is injurious to Holding, the Company
or any Subsidiary, (iii) the Participant's having been convicted of, or
entered a plea of guilty or nolo contendere to, a crime that constitutes a
felony, (iv) the willful and material breach by the Participant of any
written covenant or
agreement with Holding, the Company or any Subsidiary not to disclose any
information pertaining to Holding, the Company or any Subsidiary or not to
compete or interfere with Holding, the Company or any Subsidiary or any code
of conduct or ethics maintained by Holding, the Company or any Subsidiary or
(v) the breach by the Participant of his obligations pursuant to the
"take-along" provisions set forth in any Subscription Agreement to which he
is or becomes a party; and, with respect to an Eligible Director, shall mean
the removal of the Participant as a Director by a majority of the holders of
Common Stock then entitled to vote at an election of directors due to (i)
the willful failure by the Participant to perform substantially his duties
as a Director (other than any such failure due to physical or mental
illness) after receipt of a notice which identifies the manner in which the
Board or the shareholders believe that the Participant has not substantially
performed his duties, (ii) the Participant's engaging in willful and serious
misconduct that is injurious to Holding, the Company or any Subsidiary,
(iii) the Participant's having been convicted of, or entered a plea of
guilty or nolo contendere to, a crime that constitutes a felony, (iv) the
willful and material breach by the Participant of any written covenant or
agreement with Holding, the Company or any Subsidiary not to disclose any
information pertaining to Holding, the Company or any Subsidiary or not to
compete or interfere with Holding, the Company or any Subsidiary or any code
of conduct or ethics maintained by Holding, the Company or any Subsidiary
applicable to Directors, (v) the breach by the Participant of his
obligations pursuant to the "take-along" provisions set forth in any
Subscription Agreement to which he is or becomes a party or (vi) for any
other reason constituting cause under applicable Delaware corporate law.
(6) "Change in Control" means the first to occur of the following
events after the Effective Date:
(i) the acquisition by any person, entity or "group" (as
defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended), other than Holding, the Company, any Subsidiary, any employee
benefit plan of Holding, the Company or any Subsidiary, or BRS or the
C&D Fund, of 50% or more of the combined voting power of Holding's then
outstanding voting securities;
(ii) the merger or consolidation of Holding, as a result of
which persons who were stockholders of Holding immediately prior to such
merger or consolidation, do not, immediately thereafter, own, directly
or indirectly, more than 50% of the combined voting power entitled to
vote generally in the election of directors of the merged or
consolidated company;
(iii) the liquidation or dissolution of Holding or the Company
other than a liquidation or dissolution of the Company into Holding or
Holding into the
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Company or for the purposes of effecting a corporate restructuring or
reorganization as a result of which persons who were stockholders of
Holding immediately prior to such liquidation or dissolution continue to
own immediately therefore directly or indirectly, more than 50% of the
combined voting power entitled to vote generally in the election of
directors of the entity that owns, directly or indirectly, substantially
all of the assets of Holding or the Company following such transaction;
or
(iv) the sale, transfer or other disposition of all or
substantially all of the assets of Holding or the Company to one or more
persons or entities that are not, immediately prior to such sale,
transfer or other disposition, affiliates of Holding, the Company, BRS
or the C&D Fund.
(7) "Change in Control Price" means the price per share of Common
Stock offered in conjunction with any transaction resulting in a Change in
Control (as determined in good faith by the Board if any part of the offered
price is payable other than in cash).
(8) "Code" means the Internal Revenue Code of 1986, as amended, and
any successor provisions thereto.
(9) "Common Stock" means the Class A Common Stock, par value $.01
per share, of Holding.
(10) "Company" means Remington Arms Company, Inc., a Delaware
corporation and any successor thereto.
(11) "Director" means each individual serving as a director on the
Board.
(12) "Effective Date" means the date on which the Plan is approved by
a majority of the holders of the Common Stock.
(13) "Eligible Director" means each individual serving as a member of
the Board who is not an employee of Holding, the Company or any Subsidiary
and is not an employee of or associated with the C&D Fund, Clayton, Dubilier
& Rice, Inc., BRS or Bruckmann, Rosser, Sherrill & Co., Inc.
(14) "Employee" means any executive or senior officer or other
executive or key employee of Holding, the Company or any Subsidiary.
(15) "Exercise Shares" means shares of Common Stock that may be
purchased by a Participant upon the exercise of his Covered Options.
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(16) "Fair Market Value" means, as of any date, the fair market value
on such date per share of Common Stock as determined in good faith by the
Board. In making a determination of Fair Market Value, the Board shall give
due consideration for such factors as it deems appropriate, including,
without limitation, the earnings and certain other financial and operating
information of Holding in recent periods, the potential value of Holding as
a whole, the future prospects of Holding and the industries in which it
competes, the history and management of Holding, the general condition of
the securities markets, the fair market value of securities of companies
engaged in businesses similar to those of Holding and, if a valuation of the
Common Stock shall have been performed by an independent valuation firm,
such valuation. Nothing herein shall obligate the Board to obtain any such
independent valuation. The determination of Fair Market Value will not give
effect to any restrictions on transfer of the Shares or the fact that such
Shares would represent a minority interest in Holding. The Fair Market Value
as determined in good faith by the Board and in the absence of fraud shall
be binding and conclusive upon Holding, the Company and each Participant.
(17) "Grant Date" means, with respect to any Option, the date on
which such Option is granted pursuant to the Plan.
(18) "Holding" means RACI Holding, Inc., a Delaware corporation and
any successor thereto.
(19) "Involuntary Termination" means a termination of a Participant
as an employee, consultant or Director, as the case may be, by the New
Employer for any reason.
(20) "New Employer" means the Participant's employer or the entity
retaining the Participant as a consultant or the entity for whom the
Director serves as a director, as the case may be, or the parent or a
subsidiary of such employer or entity, immediately following a Change in
Control.
(21) "Option" means the right granted pursuant to the Plan to
purchase one share of Common Stock at a price determined in accordance with
Section 6.2.
(22) "Option Agreement" means an agreement between Holding and the
Participant embodying the terms of any Options granted hereunder, which
agreement shall, unless the Board otherwise determines, be substantially in
the form of the management stock option agreement attached hereto as Exhibit
A-1 in the case of a Participant who is an Employee and substantially in the
form of the director stock option agreement attached hereto as Exhibit A-2
in the case of a Participant who is an Eligible Director.
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(23) "Participant" means any Employee or Eligible Director who is a
participant in the Plan.
(24) "Permanent Disability" means a physical or mental disability or
infirmity that prevents the performance of a Participant's employment-
related or director-related duties for a continuous period of six months or
longer. The Board's reasoned and good faith judgment of Permanent Disability
shall be final and shall be based on such competent medical evidence as
shall be presented to it by the Participant or by any physician or group of
physicians or other competent medical expert employed by the Participant or
Holding to advise the Board.
(25) "Plan" means this RACI Holding, Inc. 2003 Stock Incentive Plan.
(26) "Public Offering" means the first day as of which sales of
Common Stock are made to the public in the United States pursuant to an
underwritten public offering of the Common Stock led by one or more
underwriters at least one of which is an underwriter of nationally
recognized standing.
(27) "Retirement" means a Participant's retirement at age 65 or
later.
(28) "Special Termination" has the meaning given in Section 7.1.
(29) "Stock Purchase Right" shall mean the right to purchase one
Share at a purchase price equal to the Fair Market Value during a limited
period of time specified by the Board.
(30) "Subscription Agreement" means a stock subscription agreement
between Holding and the Participant embodying the terms of any stock
purchase made pursuant to the Plan, which agreement shall, unless the Board
otherwise determines, be substantially in the form of the management stock
subscription agreement attached hereto as Exhibit B-1 in the case of a
Participant who is an Employee and substantially in the form of the director
stock subscription agreement attached hereto as Exhibit B-2 in the case of a
Participant who is an Eligible Director.
(31) "Subsidiary" means any corporation, a majority of whose
outstanding voting securities is owned, directly or indirectly, by Holding.
2.2. Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
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Section 3. Eligibility and Participation
Participants in the Plan shall be those Employees and Eligible Directors
selected by the Board to participate in the Plan. The selection of any person as
a Participant shall neither entitle such person to nor disqualify such person
from participation in any other award or incentive plan.
Section 4. Powers of the Board
4.1. Power to Grant. The Board shall determine the Participants to
whom Options shall be granted and the terms and conditions of any and all
Options granted to Participants. In making such determination, the Board shall
give due consideration to such factors as it deems appropriate.
4.2. Administration. The Board shall be responsible for the
administration of the Plan. Any authority exercised by the Board under the Plan
shall be exercised by the Board in its sole discretion. Subject to the terms of
the Plan, the Board, by majority action thereof, is authorized to prescribe,
amend and rescind rules and regulations relating to the administration of the
Plan, to provide for conditions and assurances deemed necessary or advisable to
protect the interests of Holding and the Company, and to make all other
determinations necessary or advisable for the administration and interpretation
of the Plan in order to carry out its provisions and purposes. Determinations,
interpretations or other actions made or taken by the Board pursuant to the
provisions of the Plan shall be final, binding and conclusive for all purposes
and upon all persons.
4.3. Delegation by the Board. All of the powers, duties and
responsibilities of the Board specified in this Plan may, to the full extent
permitted by applicable law, be exercised and performed by any duly constituted
committee thereof to the extent authorized by the Board to exercise and perform
such powers, duties and responsibilities.
Section 5. Shares Subject to Plan
5.1. Number. Subject to the provisions of Sections 5.2 and 5.3, the
maximum number of shares of Common Stock that may be issued under the Plan or be
subject to Options granted under the Plan may not exceed 15,890. The shares of
Common Stock to be delivered under the Plan may consist, in whole or in part, of
treasury Common Stock or authorized but unissued Common Stock, not reserved for
any other purpose.
5.2. Canceled, Terminated or Forfeited Options. The shares of Common
Stock subject to any Option which for any reason is canceled, terminated or
otherwise forfeited, in whole or in part, without having been exercised, shall
again be available for grant under the Plan.
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5.3. Adjustment in Capitalization. The number of shares of Common
Stock available for issuance under the Plan and the number, class and exercise
price of any outstanding Options (and the number of shares of Common Stock
subject to outstanding Options), may be adjusted by the Board, in its sole
discretion, if it shall deem such an adjustment to be necessary or appropriate
to reflect any dividend payable in shares of capital stock, stock split or share
combination or any recapitalization, merger, consolidation, exchange of shares,
liquidation or dissolution of Holding.
Section 6. Terms of Options
6.1. Grant of Options. Options may be granted to Participants at such
time or times as shall be determined by the Board. Options granted pursuant to
the Plan will not be qualified as incentive stock options under the Code unless
otherwise determined by the Board. Each Option granted to a Participant shall be
evidenced by an Option Agreement that shall specify the number of shares of
Common Stock that may be purchased pursuant to such Option, the exercise price
at which a share of Common Stock may be purchased pursuant to such Option, the
duration of such Option and such other terms consistent with the Plan as the
Board shall determine, including customary representations, warranties and
covenants with respect to securities law matters.
6.2. Exercise Price. The exercise price per share of Common Stock to
be purchased upon exercise of an Option shall be determined by the Board but
shall not be less than the Fair Market Value on the Grant Date.
6.3. Exercise of Options. The Options granted to a Participant at any
time shall become exercisable in accordance with the vesting schedule and/or
upon the attainment of such performance criteria as shall be specified by the
Board on or before the Grant Date, provided that (a) 100% of such Options shall
become exercisable to the extent provided in Section 8.1, (b) the Board may
accelerate the exercisability of any Option, all Options or any class of
Options, at any time and from time to time and (c) if the Board does not specify
a vesting schedule for Options granted to any Participant on the Grant Date,
one-third of the Options shall vest and become exercisable at the end of each of
the third, fourth and fifth anniversaries of the date of the grant of such
Options. No Options may be exercised until all requisite governmental approvals
and consents have been obtained, the Exercise Shares to be issued in connection
with the exercise of such Options have been registered under the applicable
securities laws (or the issuance of such Exercise Shares is exempt from such
registration), and all applicable tax withholding requirements have been
satisfied. As a condition to the exercise of any Option, such Participant shall
enter into a Subscription Agreement. Notwithstanding any other provision of the
Plan, each Option shall terminate and shall not be exercisable on or after the
tenth anniversary of the Grant Date of such Option.
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6.4. Payment. The Board shall establish procedures governing the
exercise of Options, which procedures shall generally require that written
notice of the exercise thereof be given and that the exercise price thereof be
paid in full in cash or cash equivalents, including by personal check, at the
time of exercise. However, in the event that shares of Common Stock are listed
for trading on a national securities exchange or bid and ask prices for shares
of Common Stock are quoted over the NASDAQ National Market System operated by
the National Association of Securities Dealers, Inc., the Participant may, in
lieu of cash, tender shares of Common Stock having a market price on the date of
exercise of his Option equal to the purchase price of such Exercise Shares or
may deliver a combination of cash and shares of Common Stock having a market
price equal to the difference between the exercise price and the amount of such
cash being delivered as payment for the purchase price of such Exercise Shares,
subject to such rules and regulations as may be adopted by the Board to provide
for the compliance of such payment procedure with applicable law. Holding and
the Company may require the Participant to furnish or execute such other
documents as it shall reasonably deem necessary to (i) evidence such exercise,
(ii) determine whether registration is then required under the U.S. federal
securities laws, and (iii) comply with or satisfy the requirements of the U.S.
federal securities laws, applicable state or non-U.S. securities laws or any
other law. As soon as practicable after receipt of a written exercise notice and
payment in full of the exercise price of any Covered Options, Holding shall
deliver to the Participant a certificate or certificates representing the shares
of Common Stock acquired upon the exercise thereof.
Section 7. Termination of Employment
7.1. Special Termination. Unless otherwise provided in the agreement
governing any Option or otherwise determined by the Board at the Grant Date, in
the event that a Participant's employment with or, in the case of an Eligible
Director, service on the Board of Directors of , Holding, the Company and the
Subsidiaries terminates by reason of the Participant's death, Permanent
Disability or Retirement (each, a "Special Termination"), then any Options held
by the Participant shall immediately vest. Any such Option shall be exercisable
and shall remain exercisable until the first to occur of (i) the 180th day
following the date of the Participant's termination of employment, or (ii) the
expiration of the term of such Options. Any Options described in the preceding
sentence that are not exercised within the period specified shall terminate and
be canceled upon the expiration of such period.
7.2. Termination for Cause. In the event that a Participant's
employment with or, in the case of an Eligible Director, the Director's service
on the Board of Directors of, Holding, the Company and the Subsidiaries is
terminated for Cause, any Options (whether or not then exercisable) held by such
Participant shall terminate and be canceled immediately upon such termination of
employment or service, as applicable.
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7.3. Other Termination of Employment. Unless otherwise provided in
the agreement governing any Option or otherwise determined by the Board at or
after the Grant Date, in the event that a Participant's employment with or, in
the case of an Eligible Director, the director's service on the Board of
Directors of, Holding, the Company and the Subsidiaries terminates for any
reason other than (i) a Special Termination or (ii) for Cause, any Covered
Options held by such Participant shall remain exercisable for a period of 60
days after the termination of employment (or, if shorter, during the remaining
term of the Options). Any Options held by the Participant that are not
exercisable at the date of the Participant's termination of employment or
service, as applicable, shall terminate and be canceled immediately upon such
termination, and any Covered Options described in the preceding sentence that
are not exercised within the period specified shall terminate and be canceled
upon the expiration of such period.
7.4. Certain Rights upon Termination of Employment Prior to Public
Offering. Unless otherwise provided in the agreement governing an Option or
otherwise determined by the Board at the Grant Date, the Board shall provide in
each Subscription Agreement for any Employee that (a) upon the termination of a
Participant's employment for any reason prior to a Public Offering, Holding and
the C&D Fund and BRS shall have successive rights to purchase all or any of the
shares of Common Stock acquired by a Participant upon exercise of an Option
(whether acquired before or after such termination) at the purchase price
provided in such agreement and (b) a Participant may require Holding to
repurchase all (but not less than all) of his shares upon the termination of the
Participant's employment due to a Special Termination prior to a Public Offering
for a purchase price per share equal to the Fair Market Value of a share of
Common Stock, determined on the later of the date of the Participant's
termination of employment and six months and one day after the shares were
acquired by the Purchaser, and upon such additional terms and conditions as are
set forth in the applicable Option Agreement or Subscription Agreement. The
foregoing right of a Participant to require Holding to repurchase any shares
shall (a) be subject to the terms of the Subscription Agreement pursuant to
which shares are issued and to Holding having the ability to do so under the
terms of its financing arrangements and under Delaware law and (b) shall
terminate on a Public Offering.
Section 8. Change in Control
8.1. Accelerated Vesting and Payment. Unless the Board shall
otherwise determine in the manner set forth in Section 8.2, in the event of a
Change in Control, each Option shall be canceled in exchange for a payment in
cash of an amount equal to the excess, if any, of the Change in Control Price
over the exercise price for such Option.
8.2. Alternative Options. Notwithstanding Section 9.1, no
cancellation, acceleration of exercisability, issuance of shares, vesting or
cash settlement or other
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payment shall occur with respect to any Option if the Board reasonably
determines in good faith, prior to the occurrence of a Change in Control, that
such Option shall be honored or assumed, or new rights substituted therefor
(such honored, assumed or substituted Option being hereinafter referred to as an
"Alternative Option") by the New Employer, provided that any such Alternative
Option must:
(a) provide the Participant that held such Option with rights and
entitlements substantially equivalent to or better than the rights, terms
and conditions applicable under such Option, including, but not limited to,
an identical or better exercise and vesting schedule, identical or better
timing and methods of payment and, if the Alternative Option or the
securities underlying them are not publicly traded, identical or better
rights to require Holding or the New Employer to repurchase the Alternative
Options;
(b) have substantially equivalent economic value to such Option
(determined at the time of the Change in Control); and
(c) have terms and conditions that provide that if such Participant
suffers an Involuntary Termination within two years following a Change in
Control:
(i) any conditions on such Participant's rights under, or
any restrictions on transfer or exercisability applicable to, each such
Alternative Option shall be waived or shall lapse, as the case may be;
or
(ii) such Participant shall have the right to surrender such
Alternative Option within 30 days following such termination in exchange
for a payment in cash equal to the excess of the Fair Market Value of
the Common Stock subject to the Alternative Option over the price, if
any, that such Participant would be required to pay to exercise such
Alternative Option.
Section 9. Amendment, Modification, and Termination of the Plan
The Board at any time may terminate or suspend the Plan, and from time
to time may amend or modify the Plan. No amendment, modification, termination or
suspension of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan without the consent of the Participant
holding such Option. Shareholder approval of any such amendment, modification,
termination or suspension shall be obtained to the extent mandated by applicable
law, or if otherwise deemed appropriate by the Board.
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Section 10. Miscellaneous Provisions
10.1. Nontransferability of Options. No Options granted under the Plan
may be sold, transferred, pledged, assigned, encumbered or otherwise alienated
or hypothecated, other than by will or by the laws of descent and distribution
and provided that the deceased Participant's beneficiary or the representative
of his estate acknowledges and agrees in writing, in a form reasonably
acceptable to be bound by the provisions of the Plan (including the purchase
rights described in Section 7.4) and the agreement covering such Options as if
such beneficiary or estate were the Participant. All rights with respect to
Options granted to a Participant under the Plan shall be exercisable during his
life-time by such Participant only. Following a Participant's death, all rights
with respect to Options that were outstanding at the time of such Participant's
death and have not terminated shall be exercised by his designated beneficiary
or by his estate.
10.2. Beneficiary Designation. Each Participant under the Plan may
from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) by whom any right under the Plan is to be
exercised in case of his death. Each designation will revoke all prior
designations by the same Participant, shall be in a form reasonably prescribed
by the Board, and will be effective only when filed by the Participant in
writing with the Board during his lifetime.
10.3. No Guarantee of Employment, Service or Participation. Nothing in
the Plan or in any agreement granted hereunder shall interfere with or limit in
any way the right of Holding, the Company, any Subsidiary or, in the case of a
Director, Holding's shareholders, to terminate any Participant's employment,
retention or service at any time, or confer upon any Participant any right to
continue in the employ or retention of, or service as a Director of, Holding,
the Company or any Subsidiary. No Employee or Eligible Director shall have a
right to be selected as a Participant or, having been so selected, to receive
any Options.
10.4. Tax Withholding. Holding, the Company or the Subsidiary
employing or retaining a Participant shall have the power to withhold, or to
require such Participant to remit to Holding, the Company or such Subsidiary,
subject to such other arrangements as the Board may set forth in the agreement
governing such Option to which such Participant is a party, an amount sufficient
to satisfy all federal, state, local and foreign withholding tax requirements in
respect of any Option granted under the Plan.
10.5. Indemnification. Each person who is or shall have been a member
of the Board or any committee of the Board shall be indemnified and held
harmless by Holding to the fullest extent permitted by law from and against any
and all losses, costs, liabilities and expenses (including any related
attorneys' fees and advances thereof) in connection with, based upon or arising
or resulting from any claim, action, suit or proceeding to
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which he may be made a party or in which he may be involved by reason of any
action taken or failure to act under or in connection with the Plan and from and
against any and all amounts paid by him in settlement thereof, with Holding's
approval, or paid by him in satisfaction of any judgment in any such action,
suit or proceeding against him, provided that he shall give Holding an
opportunity, at its own expense, to defend the same before he undertakes to
defend it on his own behalf. The foregoing right of indemnification shall not be
exclusive and shall be independent of any other rights of indemnification to
which such persons may be entitled under Holding's Certificate of Incorporation
or By-laws, by contract, as a matter of law, or otherwise.
10.6. No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of Holding, the Company or any Subsidiary to
establish other plans or to pay compensation to its employees or consultants, in
cash or property, in a manner that is not expressly authorized under the Plan.
10.7. Requirements of Law. The granting of Options and the issuance of
shares of Common Stock pursuant to the Plan shall be subject to all applicable
laws, rules and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required. No Options shall be granted
under the Plan, and no shares of Common Stock shall be issued under the Plan, if
such grant or issuance would result in a violation of applicable law, including
the federal securities laws and any applicable state securities laws.
10.8. Freedom of Action. Subject to Section 9, nothing in the Plan or
any Option Agreement shall be construed as limiting or preventing Holding, the
Company or any Subsidiary from taking any action that it deems appropriate or in
its best interest.
10.9. Term of Plan. The Plan shall be effective as of the Effective
Date. The Plan shall continue in effect, unless sooner terminated pursuant to
Section 9, until the tenth anniversary of the Effective Date. The provisions of
the Plan, however, shall continue thereafter to govern all outstanding Options
theretofore granted.
10.10. No Voting Rights. Except as otherwise required by law, no
Participant holding any Options granted under the Plan shall have any right, in
respect of such Options, to vote on any matter submitted to Holding's
stockholders until such time as the shares of Common Stock related to any Stock
Purchase Right or issuable upon exercise of such Options have been issued.
10.11. Governing Law. The Plan, and all agreements hereunder, shall be
governed by and construed in accordance with the law of the State of Delaware
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