Exhibit Number (10)
To 3/31/95 Form 10Q
NORTHERN TRUST CORPORATION
AMENDED 1992 INCENTIVE STOCK PLAN
1. PURPOSE. The Northern Trust Corporation Amended 1992 Incentive Stock Plan
(the "Plan") is intended to provide a sense of recognition and managerial
participation among key officers of Northern Trust Corporation (the
"Corporation") and its subsidiaries, by providing them with opportunities to
acquire shares of Common Stock of the Corporation ("Common Stock") and cash
payments ("Awards") based on the value or increase in the value of such
shares in accordance with the terms of the Awards described herein.
2. ADMINISTRATION. The Plan will be administered by the Compensation and
Benefits Committee (the "Committee") of the Board of Directors of the
Corporation. The Committee shall consist of at least two (2) of such
Directors as the Board may designate from time to time. Notwithstanding
anything to the contrary contained herein, membership of the Committee shall
be limited to Board members who meet the "disinterested person" definition
in Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934 and
the "outside director" definition under Section 162(m) of the Internal
Revenue Code and the regulations thereunder.
3. PARTICIPANTS. Participants will consist of key officers of the Corporation
or its subsidiaries as the Committee in its sole discretion determines to be
mainly responsible for the success and future growth and profitability of
the Corporation and whom the Committee may designate from time to time to
receive Awards under the Plan. Awards may be granted to participants who are
or were previously participants under this or other plans of the Corporation
or any subsidiary and, with the agreement of the participant, may be granted
in substitution, exchange or cancellation of any rights or benefits then or
theretofore held under this or other plans of the Corporation or any
subsidiary. The Corporation may continue to award bonuses and other
compensation to participants under other programs now in existence or
hereafter established.
4. TYPES OF AWARDS. Awards under the Plan may be granted in any one or a
combination of (a) Stock Options, (b) Stock Appreciation Rights, (c)
Performance Shares, (d) Stock Awards, and (e) Stock Equivalents, all as
described below.
5. SHARES RESERVED UNDER THE PLAN. There is hereby reserved for issuance under
the Plan an aggregate of 3,750,000 (reflecting an adjustment for the
November, 1992 three-for-two stock split) shares of Common Stock, $1.66 2/3
par value, which may be authorized but unissued or treasury shares. Such
total number of shares shall be adjusted in accordance with the provisions
of Section 11 hereof, and a share subject to a Stock Option and its related
Stock Appreciation Right shall only be counted once. The maximum number of
shares of Common Stock as to which a participant may receive Stock Options
and Stock Appreciation Rights under the Plan is 300,000, subject to the
provisions of Section 11 hereof. Any shares subject to Stock Options or
Stock Appreciation Rights, issued as Performance Shares or Stock Awards or
allotted as Stock Equivalents may thereafter be subject to new Stock Options
or Stock Appreciation Rights, issued as Performance Shares or Stock Awards
or allotted as Stock Equivalents under this Plan if there is a lapse,
cancellation, forfeiture, surrender, expiration or termination of any such
Stock Options, Stock Appreciation Rights, Performance Shares, Stock Awards
or Stock Equivalents, or if shares are issued under such Stock Options or
Stock Appreciation Rights or as such Performance Shares, Stock Awards or
Stock Equivalents, and thereafter are reacquired by the Corporation pursuant
to rights reserved by the Corporation upon issuance thereof.
6. STOCK OPTIONS. The Committee may, in its discretion, grant Stock Options
under the Plan to any participant hereunder. Each Stock Option granted
hereunder shall be subject to such terms and conditions as the Committee may
determine at the time of grant, the general provisions of the
Plan, the terms and conditions of the applicable Stock Option Agreement, and
the following specific rules:
(a) Stock Options granted to a participant under the Plan shall be governed
by a Stock Option Agreement, which shall specify such terms and
conditions, not inconsistent with the terms and conditions of the Plan,
as the Committee shall determine.
(b) Except as provided in subsection (d) below, Stock Options will consist
of options to purchase Common Stock at purchase prices not less than
100% of the fair market value thereof on the date the Stock Options are
granted.
(c) Stock Options will be exercisable not earlier than six months after the
date they are granted and will terminate not later than three years
after termination of employment for any reason other than death.
Notwithstanding the preceding sentence, Stock Options granted on or
after April 18, 1995, which are not Incentive Stock Options, will
terminate not later than five years from the date of the participant's
termination of employment on account of retirement, disability or death
(but in no event beyond the expiration of ten years from the date of
grant).
(d) Stock Options may, but need not, be "Incentive Stock Options" under
Section 422 of the Internal Revenue Code of 1986 ("Code"); provided,
however, that (i) the exercise price of each Incentive Stock Option
shall be at least 100% of the fair market value of the Common Stock
subject to such Incentive Stock Option on the date of grant; (ii)
Incentive Stock Options will be exercisable not later than ten years
after the date of grant; and (iii) in the case of an Incentive Stock
Option granted to a participant who, at the time of grant, owns (as
defined in Section 425(d) of the Code) stock of the Corporation or its
subsidiaries possessing more than 10% of the total combined voting
power of all classes of stock of any such corporation, the exercise
price shall be at least 110% of the fair market value of the Common
Stock subject to the Incentive Stock Option at the time it is granted
and the Incentive Stock Option, by its terms, shall not be exercisable
after the expiration of five (5) years from the date of its grant. The
aggregate fair market value (determined with respect to each Incentive
Stock Option as of the time such Incentive Stock Option is granted) of
the shares of capital stock with respect to which Incentive Stock
Options are exercisable for the first time by a participant during any
calendar year (under all Incentive Stock Option plans of the
Corporation and subsidiary corporations) shall not exceed $100,000.
(e) Leaves of absence for military service or illness, and transfers of
employment between the Corporation and any subsidiary thereof or
between subsidiaries, shall not constitute termination of employment.
(f) Stock Options may provide that they may be exercised by payment of the
purchase price (i) in cash, (ii) by the Corporation's withholding a
portion of the shares of Common Stock otherwise distributable to the
participant, and/or (iii) by the participant's delivering to the
corporation shares of Common Stock of the Corporation. In the event
that the exercise price of a Stock Option is paid in whole or in part
by the withholding or delivery of shares of Common Stock pursuant to
clause (ii) or (iii) above, the number of shares so withheld or
delivered shall be the number of shares having an aggregate fair market
value on the date of such withholding or delivery equal to such Stock
Option exercise price, or portion thereof, so paid.
(g) Notwithstanding any other provision of the Plan to the contrary, a
Stock Option Agreement may provide that a Stock Option will become
exercisable as of the date of a Change in Control of the Corporation.
For purposes of the Plan, a "Change in Control" of the Corporation
shall be deemed to occur on the earliest of:
(i) The receipt by the Corporation of a Schedule 13D or other statement
filed under Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), indicating that any entity, person, or
group has acquired beneficial ownership, as that
term is defined in Rule 13d-3 under the Exchange Act, of more than
30% of the outstanding capital stock of the Corporation entitled to
vote for the election of directors ("voting stock");
(ii) The commencement by an entity, person, or group (other than the
Corporation or a subsidiary of the Corporation) of a tender offer
or an exchange offer for more than 20% of the outstanding voting
stock of the Corporation;
(iii) The effective time of (1) a merger or consolidation of the
Corporation with one or more other corporations as a result of which
the holders of the outstanding voting stock of the Corporation
immediately prior to such merger or consolidation hold less than 80%
of the voting stock of the surviving or resulting corporation, or (2)
a transfer of substantially all of the property of the Corporation
other than to an entity of which the Corporation owns at least 80% of
the voting stock; or
(iv) The election to the Board of Directors of the Corporation, without
the recommendation or approval of the incumbent Board of Directors
of the Corporation, of the lesser of (1) three directors or (2)
directors constituting a majority of the number of directors of the
Corporation then in office.
(h) The Committee may prescribe such other terms and conditions applicable
to Stock Options granted to a participant under the Plan that are
neither inconsistent with nor prohibited by the Plan or any Stock
Option Agreement.
7. STOCK APPRECIATION RIGHTS. The Committee may, in its discretion, grant a
Stock Appreciation Right under the Plan to the holder of any Stock Option
granted hereunder. Each Stock Appreciation Right granted hereunder shall be
subject to such terms and conditions as the Committee may determine at the
time of grant, the general provisions of the Plan, the terms and conditions
of the applicable Stock Appreciation Right Agreement, and the following
specific rules:
(a) Stock Appreciation Rights granted to a participant under the Plan shall
be governed by a Stock Appreciation Right Agreement, which shall
specify such terms and conditions, not inconsistent with the terms and
conditions of the Plan, as the Committee shall determine.
(b) A Stock Appreciation Right may be granted in connection with a Stock
Option at the time of the grant of the Stock Option or at any time
thereafter up to six months prior to the expiration of the Stock
Option.
(c) Each Stock Appreciation Right will entitle the holder to elect to
receive, in lieu of exercising the Stock Option to which it relates, an
amount (payable in cash or in shares of Common Stock of the
Corporation, or a combination thereof, determined by the Committee and
set forth in the related Stock Appreciation Agreement) of up to 100%
(or such lesser percentage as determined by the Committee and set forth
in the related Stock Appreciation Right Agreement) of the excess of (i)
the fair market value per share of Common Stock on the date of exercise
of such Stock Appreciation Right, multiplied by the number of shares of
the Common Stock with respect to which the Stock Appreciation Right is
being exercised, over (ii) the aggregate exercise price under the terms
of the related Stock Option for such number of shares.
(d) Each Stock Appreciation Right will be exercisable at the time and to
the extent that the Stock Option to which it relates is exercisable,
provided that no Stock Appreciation Right shall be exercisable during
the first six months following the date of its grant.
(e) Upon exercise of a Stock Appreciation Right, the Stock Option (or
portion thereof) with respect to which such Stock Appreciation Right is
exercised and any other Stock Appreciation Rights with respect to such
Stock Option (or portion thereof) shall be surrendered to the
Corporation and shall not thereafter be exercisable.
(f) Exercise of a Stock Appreciation Right will reduce the number of shares
of Common Stock purchasable pursuant to the related Stock Option and
available under the Plan to the extent of the total number of shares of
Common Stock with respect to which the Stock Appreciation Right is
exercised.
(g) The Committee may, in its discretion, grant Limited Stock Appreciation
Rights, which shall be exercisable only for cash automatically upon a
Change in Control of the Corporation (as defined in Section 6(g)).
Except as provided in this subsection (g) hereof, a Limited Stock
Appreciation Right shall be subject to the same terms and conditions as
other Stock Appreciation Rights.
(h) The Committee may prescribe such other terms and conditions applicable
to Stock Appreciation Rights and Limited Stock Appreciation Rights that
are neither inconsistent with nor prohibited by the Plan or any Stock
Appreciation Right Agreement.
8. PERFORMANCE SHARES. The Committee may, in its discretion, grant Performance
Shares under the Plan to any participant hereunder. Each Performance Share
granted hereunder shall be subject to such terms and conditions as the
Committee may determine at the time of grant, the general provisions of the
Plan, the terms and conditions of the related Performance Share Agreement,
and the following specific rules:
(a) Performance Shares granted to a participant under the Plan shall be
governed by a Performance Share Agreement, which shall specify such
terms and conditions, not inconsistent with the terms and conditions of
the Plan, as the Committee shall determine.
(b) With respect to each performance period (each of which shall be no less
than one year in duration), the Committee shall establish such
performance goals relating to the profitability of the Corporation over
such performance periods measured by such factors or combination of
factors, as the Committee in its sole discretion shall determine.
Performance goals may vary among participants. If, in the sole opinion
of the Committee, achievement of established performance goals has
ceased to be a reasonable measure of the intended performance, the
Committee may, in its sole discretion, increase or decrease such
performance goals and establish new performance goals that are a
reasonable measure of the intended performance.
(c) With respect to each performance period, the Committee shall establish
targets for participants for achievement of performance goals. All
targets so established shall be stated as numbers of Performance
Shares, each of which shall represent the right, subject to the terms
and conditions of the Plan and the Performance Share Agreement
governing its grant, to the distribution of a share of Common Stock of
the Corporation plus dividends, as adjusted, accruing from the
effective date of the credit (as described in subsection (d) below) of
such Performance Share.
(d) Following the completion of each performance period, the Committee
shall determine the extent to which performance goals for that
performance period have been achieved and shall authorize credit as of
the end of such performance period of Performance Shares, in accordance
with the terms of the applicable Performance Share Agreements, to the
Accounts of participants for whom targets were established, which
Accounts shall be maintained by the Corporation for each participant
who is credited with Performance Shares under the Plan and remains
eligible for any distribution therefrom.
(e) Each Performance Share credited to a participant's Account, along with
dividends accruing from the effective date of credit of such
Performance Share, shall be distributed to him, or in the event of his
death to his beneficiary, upon the first to occur during his employment
of (i) his retirement, disability or death, (ii) the third anniversary
of the date on which such Performance Share was credited to the
participant's Account, or (iii) for any other reason deemed appropriate
by the Committee in its sole discretion. Notwithstanding, clause (ii)
of the preceding sentence, a participant may elect, in writing, to have
a Performance Share and
related dividends distributed to him on a date later than on the third
anniversary of the date on which such Performance Share was credited to
his Account; provided, however, that in such event, distribution of the
Performance Share and related dividends shall be distributed on the
first to occur during the participant's employment of the events
specified in clause (i) or (iii) above or, if earlier, upon the first to
occur of the date specified by the participant or the date his
employment with the Corporation terminates for any reason following the
third anniversary of the date on which such Performance Share was
credited to his Account.
(f) Notwithstanding any other provision of the Plan to the contrary, a
Performance Share Agreement may provide that Performance Shares
credited to participants' Accounts, as well as Performance Shares
targeted with respect to any performance period, will become
immediately distributable to participants, in whole or in part, upon a
Change in Control (as defined in Section 6(g)).
(g) The Committee may prescribe such other terms and conditions applicable
to Performance Shares granted to a participant under the Plan that are
neither inconsistent with nor prohibited by the Plan or any Performance
Share Agreement.
9. STOCK AWARDS. The Committee may, in its discretion, grant, or sell for such
amount of cash, Common Stock or such other consideration as the Committee
deems appropriate (which amount may be less than the fair market value of
the Common Stock on the date of grant or sale), shares of Common Stock under
the Plan to any participant hereunder. Each share of Common Stock granted or
sold hereunder shall be subject to such restrictions, conditions and other
terms as the Committee may determine at the time of grant or sale, the
general provisions of the Plan, the restrictions, terms and conditions of
the related Stock Award Agreement, and the following specific rules:
(a) Shares of Common Stock issued to a participant under the Plan shall be
governed by a Stock Award Agreement, which shall specify whether the
shares of Common Stock are granted or sold to the participant and such
other provisions, not inconsistent with the terms and conditions of the
Plan, as the Committee shall determine.
(b) The Corporation shall issue, in the name of the participant, stock
certificates representing the total number of shares of Common Stock
granted or sold to the participant, as soon as may be reasonably
practicable after such grant or sale, which shall be held by the
Secretary of the Corporation as provided in subsection (g) hereof.
(c) Subject to the provisions of subsections (b) and (d) hereof, and the
restrictions set forth in the related Stock Award Agreement, the
participants receiving a grant of or purchasing Common Stock shall
thereupon be a stockholder with respect to all of the shares
represented by such certificate or certificates and shall have the
rights of a stockholder with respect to such shares, including the
right to vote such shares and to receive dividends and other
distributions paid with respect to such shares.
(d) The Committee may prescribe, in its discretion, that any share of
Common Stock granted to a participant pursuant to the Plan shall be
forfeited, and any share of Common Stock sold to a participant pursuant
to the Plan shall, at the Corporation's option, be resold to the
Corporation for an amount equal to the value of the cash and/or
property paid therefor, and, in either case, such shares shall revert
to the Corporation, if (i) the participant violates a non-competition
or confidentiality agreement or other condition set forth in the Stock
Award Agreement, or (ii) the participant's employment with the
Corporation or its subsidiaries terminates prior to a date or dates for
expiration of the forfeiture or resale provisions set forth in his
Stock Award Agreement, which date shall not be earlier than the first
anniversary of such grant or sale. The Corporation shall exercise its
right to require a forfeiture, and may exercise its right to require a
resale, of Common Stock pursuant to this subsection by giving written
notice to the participant at any time within the thirty-day period
following (i) the date that the Corporation acquires knowledge of his
violation of a non-competition or confidentiality agreement or other
condition, or (ii) the participant's termination of
employment with the Corporation or its subsidiaries prior to such date
set forth in the related Stock Award Agreement. Upon receipt of such
notice, the Secretary of the Corporation shall promptly cancel shares of
Common Stock that are forfeited or resold to the Corporation, and the
Corporation shall make payment therefor, if applicable, as soon as
reasonably practicable following the date of such resale.
(e) The Committee, in its discretion, shall have the power to accelerate
the date on which the restrictions contained in any Stock Award
Agreement shall lapse with respect to any or all shares of Common Stock
granted or sold under the Plan that have been outstanding for at least
one year.
(f) Notwithstanding any provision of the Plan to the contrary, a Stock
Award Agreement may provide that (i) upon the participant's termination
of employment because of his retirement, death or disability (as
determined by the Committee), or (ii) upon a Change in Control of the
Corporation (as described in section 6(g)), any restrictions of this
Section 9 or in any Stock Award Agreement shall lapse.
(g) The Secretary of the Corporation shall hold the certificate or
certificates representing shares of Common Stock issued under this
Section 9 of the Plan on behalf of each participant who holds such
shares, whether by grant or sale, until such time as the Common Stock
is forfeited, resold to the Corporation, or the restrictions lapse.
(h) The Committee may prescribe such other restrictions, terms and
conditions applicable to the shares of Common Stock issued to a
participant under this Section 9 of the Plan that are neither
inconsistent with nor prohibited by the Plan or any Stock Award
Agreement, including, without limitation, terms providing for a lapse
of the restrictions of this Section 9 or in any Stock Award Agreement,
in installments.
10. STOCK EQUIVALENTS. The Committee may, in its discretion, award Stock
Equivalents under the Plan to participants hereunder. Each Stock Equivalent
granted hereunder shall be subject to such terms and conditions as the
Committee may determine at the time of grant, the general provisions of the
Plan, the terms and conditions of the applicable Stock Equivalent Agreement
and the following specific rules:
(a) Grants of Stock Equivalents to a participant under the Plan shall be
governed by a Stock Equivalent Agreement, which shall specify such
terms and conditions, not inconsistent with the terms and conditions of
the Plan, as the Committee shall determine.
(b) Any participant who is awarded a Stock Equivalent shall be entitled to
receive a payment, in cash or in shares of Common Stock of the
Corporation, as provided in the Stock Equivalent Agreement, equal to
(i) the fair market value or book value, at a specified date or dates,
of a designated number of shares of Common Stock; (ii) the appreciation
in the fair market value or the book value, occurring during a
specified period of time, of a designated number of shares of Common
Stock; or (iii) the fair market value or book value, at the date of the
Award, payable at a specified date or dates, of a designated number of
shares of Common Stock.
(c) The date or dates for determining fair market value or book value, or
for payment, or the period of time over which the appreciation in fair
market value or book value shall be measured, as the case may be, shall
be established by the Committee and shall be specified in the
applicable Stock Equivalent Agreement, provided that such date, dates
or period of time shall not include any dates or period occurring later
than ten years after the date of the Award.
(d) Stock Equivalents may be subject to such terms and conditions, not
inconsistent with the terms and conditions of the Plan, as the
Committee determines appropriate, which may include, without
limitation, requirements for the achievement of performance goals.
(e) Any Stock Equivalent may provide that the participant shall receive, on
the date of payment of any dividend on Common Stock occurring during
the period preceding payment of the Award, an amount in cash equal in
value to the dividends that the participant would have
received had he been the actual owner of the number of shares of Common
Stock designated by the Committee at the time of the Award.
(f) The Corporation's obligation to make payments or distributions with
respect to Stock Equivalents shall not be funded or secured in any
manner.
(g) Notwithstanding any provision of the Plan to the contrary, a Stock
Equivalent Agreement may provide that a Stock Equivalent will become
immediately vested and payable, in whole or in part, upon a Change in
Control (as defined in Section 6(g)).
(h) The Committee may prescribe such other terms and conditions applicable
to Stock Equivalents granted to a participant under the Plan that are
neither inconsistent with nor prohibited by the Plan or any Stock
Equivalent Agreement.
11. ADJUSTMENT PROVISIONS.
(a) The aggregate number of shares of Common Stock with respect to which
Awards may be granted, the aggregate number of shares of Common Stock
subject to each outstanding Award, and, where applicable, the exercise
price per share of each Award, may all be appropriately adjusted as the
Board of Directors of the Corporation may determine for any increase or
decrease in the number of shares of issued Common Stock resulting from
a subdivision or consolidation of shares, whether through
reorganization, recapitalization, stock split-up, stock distribution or
combination of shares, or the payment of a share dividend or other
increase or decrease in the number of such shares outstanding effected
without receipt of consideration by the Corporation. Adjustments under
this Section 11 shall be made according to the sole discretion of the
Board of Directors of the Corporation, and its decision shall be
binding and conclusive.
(b) Notwithstanding any other provisions of the Plan, and without affecting
the number of shares reserved or available hereunder, the Committee may
authorize the issuance or assumption of benefits in connection with any
merger, consolidation, acquisition of property or stock, or
reorganization upon such terms and conditions as it may deem
appropriate.
(c) If the shares of Common Stock shall be changed into another kind of
stock of the Corporation or into securities of another corporation,
whether through reorganization, sale of assets, merger, consolidation,
or similar transaction, the Corporation shall cause adequate provision
to be made whereby participants shall thereafter be entitled to
receive, upon distribution of their Awards, the securities that they
would have been entitled to receive for shares distributed pursuant to
the Plan immediately prior to the effective date of the transaction.
12. NONTRANSFERABILITY. Except as provided below, each Award granted under the
Plan to an employee shall not be transferable by him other than by will or
the laws of descent and distribution and shall be exercisable, during his
lifetime, only by him. In the event of the death of a participant during
employment or prior to the termination, expiration, cancellation or
forfeiture of any Award held by him hereunder, each Award theretofore
granted to him shall be exercisable or payable to the extent provided
therein but no later than five years after his death and then only:
(a) by or to the executor or administrator of the estate of the deceased
participant or the person or persons to whom the deceased participant's
rights under the Award shall pass by will or the laws of descent and
distribution; and
(b) to the extent set forth in the Agreement.
Notwithstanding the foregoing, a Stock Option Agreement for an Award of
Stock Options that are not Incentive Stock Options (including a Stock
Option Agreement for an Award made prior to the January 1, 1995 effective
date of the amendment to this Section 12), may permit the participant who
received the Award, at any time prior to his death, to assign all or any
portion of the Stock Option granted to him to: (i) his spouse or lineal
descendants; (ii) the trustee of a trust for the primary benefit of his
spouse or lineal descendants; or (iii) a partnership of which his spouse
and lineal descendants are the only partners. In such event, the spouse,
lineal descendant,
trustee or partnership will be entitled to all of the rights of the
participant with respect to the assigned portion of such Stock Option, and
such portion of the Stock Option will continue to be subject to all of the
terms, conditions and restrictions applicable to the Award, as set forth
herein and in the related Stock Option Agreement immediately prior to the
effective date of the assignment. Any such assignment will be permitted
only if: (i) the participant does not receive any consideration therefor;
and (ii) the assignment is expressly permitted by the applicable Stock
Option Agreement (as such Stock Option Agreement may be amended) as
approved by the Committee. Any such assignment shall be evidenced by an
appropriate written document executed by the participant, and a copy
thereof shall be delivered to the Committee on or prior to the effective
date of the assignment.
13. OTHER PROVISIONS. Any Award under the Plan shall be subject to other
provisions as the Committee determines, including, without limitation,
provisions for the installment purchase of Common Stock under Stock
options, provisions to assist the participant in financing the acquisition
of Common Stock, provisions for the forfeiture of, or restrictions on
resale or other disposition of shares acquired under any Award, provisions
to comply with Federal and state securities laws, provisions permitting
acceleration of exercise in the event of death or disability,
understandings or conditions as to the participant's employment in addition
to those specifically provided for under the Plan, provisions giving the
Corporation the right to repurchase shares acquired under any Award in the
event the participant elects to dispose of such shares, provisions
requiring the achievement of specified performance goals, and provisions
permitting acceleration of exercise upon the occurrence of specified events
or otherwise in the discretion of the Committee.
14. TAXES. The Corporation shall be entitled, if necessary or desirable, to pay
or withhold the amount of any tax attributable to any amounts payable under
any benefit after giving the person entitled to receive such amount notice
as far in advance as practicable, and the Corporation may defer making
payment as to any benefit if any such tax, charge or assessment may be
pending until indemnified to its satisfaction. In connection with an Award
under the Plan in the form of shares of Common Stock, and in lieu of
requiring a participant to make a cash payment to the Corporation in an
amount related to the tax resulting from such benefit, the Committee may,
in its discretion, provide that, at the participant's election, the tax
withholding obligation in connection with such benefit shall be satisfied
by the Corporation's withholding a portion of the shares otherwise
distributable to the participant or by the participant's delivering to the
Corporation the shares previously delivered by the Corporation in respect
of such Award, such shares being valued in either event at their fair
market value as of the date of such withholding or delivery, as the case
may be. Notwithstanding any provision of the Plan to the contrary, (i) a
participant's election pursuant to the preceding sentence must be made on
or prior to the date as of which income is realized by the participant in
connection with such Award and must be irrevocable; and (ii) if the
election is made by a participant who is subject to the restrictions of
Section 16 of the Securities Exchange Act of 1934, then the election must
be made in accordance with such restrictions and the restrictions of Rule
16b-3.
15. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN. The Board of Directors of the
Corporation may at any time suspend or terminate the Plan or amend the Plan
as it deems advisable and in the best interests of the Corporation. No
amendment, without approval of the stockholders of the Corporation, shall
(i) except as provided in Section 11, materially increase the total number
of shares that may be issued under the Plan, or increase the amount or type
of benefits that may be granted under the Plan, provided that,
notwithstanding the foregoing, in no event shall the number of shares
issuable under the Plan as Incentive Stock Options exceed 2,500,000, as
adjusted pursuant to Section 11; (ii) materially change the class of
eligible employees; or (iii) materially increase benefits to any
participant who is subject to the restrictions of Section 16 of the
Securities Exchange Act of 1934. All benefits in effect at the time of
termination of the Plan shall remain in effect according to their original
terms.
16. NO CONTRACT OF EMPLOYMENT. Neither the adoption of the Plan nor the grant
of any Award hereunder shall be deemed to obligate the Corporation or any
subsidiary thereof to continue the employment of any participant for any
particular period, nor shall the granting of an Award constitute a request
or consent to postpone the retirement date of any participant.
17. STOCKHOLDER APPROVAL. The Plan has been adopted by the Board of Directors
of the Corporation as of May 1, 1992, and approved by the stockholders of
the Corporation. The Plan was amended on February 21, 1995, with certain
amendments adopted subject to approval by stockholders of the Corporation.
These amendments shall be null and void if stockholder approval is not
obtained.
18. DURATION OF THE PLAN. This Plan shall be effective for the ten-year period
commencing May 1, 1992 and no benefits shall be granted hereunder after
April 30, 2002.
19. APPLICABLE LAW. All questions pertaining to the validity, construction and
administration of the Plan and all Awards hereunder shall be determined in
conformity with the laws of the State of Illinois and, in the case of
Incentive Stock Options, Section 422 of the Code and regulations issued
thereunder.