Exhibit 10(a)
CASE EQUIPMENT CORPORATION EQUITY INCENTIVE PLAN
(As amended, March 15, 1996)
1. Purpose
The purpose of the Plan is to promote the long-term success of the Case
Companies for the benefit of the Company's shareholders by encouraging its
officers and key employees to have meaningful investments in the Company so
that, as stockholders themselves, those individuals will be more likely to
represent the views and interests of other stockholders and by providing
incentives to such officers and key employees for continued service. The Company
believes that the possibility of participation under the Plan will provide this
group of officers and employees an incentive to perform more effectively and
will assist the Company and the Case Companies in attracting and retaining
people of outstanding training, experience and ability.
2. Definitions
"Authorized Plan Shares" shall mean the shares of capital stock of the
Company available for issuance under the Plan as set forth in Section 6(a).
"Award" means an award or grant made to a Participant under Section 8.
"Award Agreement" means the agreement provided in connection with an Award
under Section 12.
"Award Date" means the date that an Award is made, as specified in an Award
Agreement.
"Board of Directors" means the Board of Directors of the Company.
"Case Company" means the Company, any stock corporation of which a majority
of the capital stock generally entitled to vote for directors is owned directly
or indirectly by the Company, and any other company designated as such by the
Committee, but only during the period of such ownership or designation.
"Code" means the Internal Revenue Code of 1986, as amended, or any
successor legislation.
"Company" means Case Equipment Corporation, a Delaware corporation.
"Committee" means the Compensation Committee of the Board of Directors, or
any sub-committee thereof, or any successor committee thereto.
"Common Stock" means the Company's common stock, par value $0.01 per share.
"Covered Employees" shall have the meaning specified in Section 162(m)(3)
of the Code.
"Dividend Equivalent" means an amount equal to the amount of the cash
dividends that are declared and become payable after the Award Date for the
Award to which it relates and on or before the Settlement Date for such Award.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" on any date means the average of the highest and the
lowest sales prices of a share of Common Stock on the Composite Tape for such
date, as reported by the National Quotation Bureau Incorporated; provided that
if (i) no sales of Common Stock are included on the Composite Tape for such
date, or (ii) in the opinion of the Committee, the sales of Common Stock on such
date are insufficient to constitute a representative market, then the Fair
Market Value of a share of Common Stock on such date shall be deemed to be the
average of the highest and lowest prices of a share of Common Stock as reported
on said Composite Tape for the next preceding day on which (x) sales of Common
Stock are included and (y) the circumstances described in clause (ii) do not
exist.
"ISO" means any Stock Option designated in an Award Agreement as an
"Incentive Stock Option" within the meaning of Section 422 of the Code.
"Non-Qualified Stock Option" means any Stock Option that is not an ISO.
"Option Price" means the purchase price of one share of Common Stock under
a Stock Option.
"Participant" means an employee or officer of a Case Company who has been
selected by the Committee to receive an Award under the Plan.
"Performance Unit" means an Award denominated in cash, the amount of which
may be based on performance of the Participant or of Case Corporation or of any
subsidiary or division thereof.
"Plan" means this Case Equipment Corporation Equity Incentive Plan, as
amended from time to time.
"Reload Stock Option" means a Stock Option (i) that is awarded, either
automatically in accordance with the terms of an Award Agreement in which one or
more other Awards are made
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or by separate Award, upon the exercise of a Stock Option granted under this
Plan or otherwise where the option price is paid by the option holder by
delivery of shares of Common Stock on the Settlement Date for such exercise and
(ii) that entitles such holder to purchase the number of shares so delivered for
an Option Price equal to the Fair Market Value of a share of Common Stock on
such Settlement Date.
"Restricted Stock" means shares of Common Stock subject to restrictions and
conditions pursuant to Section 8(c).
"Rule 16b-3" means Regulation (S) 240.16b-3 of the rules and regulations of
the Securities and Exchange Commission promulgated under the Exchange Act, as
such Rule became effective May 1, 1991, as it may be amended after December 8,
1993.
"Second Preferred Stock" shall mean the Cumulative Convertible Second
Preferred Stock of the Company, par value $0.01 per share.
"Settlement Date" means, (i) with respect to any Stock Option that has been
exercised in whole or in part, the date or dates upon which shares of Common
Stock are to be delivered to the Participant and the Option Price therefor paid,
(ii) with respect to any SARs that have been exercised, the date or dates upon
which a cash payment is to be made to the Participant, or in the case of SARs
that are to be settled in shares of Common Stock, the date or dates upon which
such shares are to be delivered to the Participant, (iii) with respect to
Performance Units, the date or dates upon which cash or shares of Common Stock
are to be delivered to the Participant, (iv) with respect to Dividend
Equivalents, the date upon which payment thereof is to be made, and (v) with
respect to Stock Equivalent Units, the date upon which payment thereof is to be
made, in each case determined in accordance with the terms of the Award
Agreement under which any such Award was made.
"Stock Appreciation Right" or "SAR" means an Award that entitles the
Participant to receive on the Settlement Date an amount equal to the excess of
(i) the Fair Market Value of a share of Common Stock on the date of
exercise of the SAR over
(ii) the Fair Market Value of one share of Common Stock on the Award Date
or any other higher amount specified in the Award Agreement.
"Stock Equivalent Unit" means an Award that entitles the Participant to
receive on the Settlement Date an amount equal to the Fair Market Value of one
share of Common Stock on such date.
"Stock Option" or "Option" means any right to purchase shares of Common
Stock (including a Reload Stock Option) awarded pursuant to Section 8(a).
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3. Term
The Plan shall be effective as of June 1, 1994, and shall remain in effect
through December 31, 2003. After termination of the Plan, no further Awards may
be granted other than Reload Stock Options granted in accordance with Award
Agreements existing as of December 31, 2003, but outstanding Awards shall remain
effective in accordance with their terms and the terms of the Plan.
4. Plan Administration
(a) The Committee shall be responsible for administering the Plan.
(i) Composition of the Committee. The Committee shall be comprised of two
or more members of the Board of Directors, all of whom shall be "disinterested
persons" as defined in Rule 16b-3.
(ii) Powers. The Committee shall have full and exclusive discretionary
power to interpret the Plan and to determine eligibility for benefits and to
adopt such rules, regulations and guidelines for administering the Plan as the
Committee may deem necessary or proper. Such power shall include, but not be
limited to, selecting Award recipients, establishing all Award terms and
conditions and, subject to Section 13, adopting modifications and amendments to
the Plan or any Award Agreement, including without limitation, any that are
necessary to comply with the laws of the countries in which the Company or its
affiliates operate; provided, however, no such modification or amendment shall
impair the rights of any Participant, without his consent, in any Award
previously granted under the Plan.
(iii) Delegation. The Committee may delegate to one or more of its members
or to one or more agents or advisors such non-discretionary administrative
duties as it may deem advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render advice
with respect to any responsibility the Committee or such person may have under
the Plan.
(b) The Committee may employ attorneys, consultants, accountants and other
persons, and the Committee, the Company and its officers and directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon the Participants, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination, or interpretation made in good
faith with respect to the Plan or Awards, and all members of the Committee shall
be fully protected by the Company, to the fullest extent permitted by applicable
law, in respect of any such action, determination or interpretation.
5. Eligibility
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Awards will be limited to persons who are officers or employees of the Case
Companies. In determining the persons to whom Awards shall be made, the
Committee shall, in its discretion, take into account the nature of the person's
duties, past and potential contributions to the success of the Case Companies
and such other factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan. A director of the Company or a Case
Company who is not also an officer or employee shall not be eligible to receive
an Award. A person who has received an Award or Awards may receive an
additional Award or Awards. For purposes of this Section 5, the terms
"employee" and "officer" shall also include any former employee or former
officer of a Case Company eligible to receive a replacement award as
contemplated in the third sentence of Section 8.
6. Authorized Awards; Limitations
(a) Except for adjustments pursuant to Section 7, the maximum number of
shares of Common Stock that shall be available for issuance under the Plan shall
be 9,500,000 and the maximum number of shares of Second Preferred Stock that
shall be available for issuance under the Plan shall be 40,000.
(b) (i) Determinations as to the number of Authorized Plan Shares that
remain available for issuance under the Plan shall be made in accordance with
such rules or procedures as the Committee shall determine from time to time,
which shall be consistent with the requirements of Rule 16b-3 and such
interpretations thereof as have been made, or may be made from time to time, by
courts of competent jurisdiction or the Securities and Exchange Commission or
the staff of such Commission to the end that all persons subject to Section 16
of the Exchange Act shall be entitled to the fullest extent possible to the
exemption provided by Rule 16b-3.
(ii) If an Award expires unexercised or is forfeited, surrendered,
canceled, terminated or settled in cash in lieu of Common Stock, the shares of
Common Stock or Second Preferred Stock that were theretofore subject (or
potentially subject) to such Award may again be made subject to an Award
Agreement; provided, however, that any such shares subject to a forfeited Award
shall not again be made subject to an Award Agreement to Participants who are
subject to Section 16 of the Exchange Act if any Participant received, directly
or indirectly, any of the benefits of ownership of the securities of the Company
underlying such Award, including without limitation, the receipt of dividend
payments but excluding (i) the right to vote such shares and (ii) the
accumulation of dividends or Dividend Equivalents which also are forfeited.
(c) Common Stock and Second Preferred Stock that may be issued under the
Plan may be either authorized and unissued shares or issued shares that have
been reacquired by the Company and that are being held as treasury shares. No
fractional shares of Common Stock or Second Preferred Stock shall be issued
under the Plan; provided, however, that cash, in an amount equal to the Fair
Market Value of a fractional share of Common Stock or Second Preferred Stock as
of the Settlement Date of the Award, shall be paid in lieu of any fractional
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shares in the settlement of Awards payable in shares of Common Stock or Second
Preferred Stock.
(d) In no event shall the aggregate number of shares of Common Stock
underlying Options and SARs awarded to any one Participant during any four-
consecutive-year period exceed 1,000,000 shares.
7. Adjustments and Reorganization
The Committee may make such adjustments to Awards granted under the Plan
(including the terms, exercise price and otherwise) as it deems appropriate in
the event of changes that impact the Company, the Company's share price, or
share status, provided that any such actions are consistently and equitably
applied to all affected Participants; provided, however, that, notwithstanding
any other provisions hereof, insofar as any Award is subject to performance
goals established to qualify payments thereunder as "performance-based
compensation" as described in Section 162(m) of the Code, the Committee shall
have no power to adjust such Awards other than (i) negative discretion and (ii)
the power to adjust Awards for corporate transactions, in either case to the
extent permissible under regulations interpreting Code Section 162(m).
In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, extraordinary
dividend, spin-off, split-up, rights offering, share combination, or other
change in the corporate structure of the Company affecting the Common Stock, the
number and kind of shares that may be delivered under the Plan shall be subject
to such equitable adjustment as the Committee, in its sole discretion, may deem
appropriate in order to preserve the benefits or potential benefits to be made
available under the Plan, and the number and kind and price of shares subject to
outstanding Awards and any other terms of outstanding Awards shall be subject to
such equitable adjustment as the Committee, in its sole discretion, may deem
appropriate in order to prevent dilution or enlargement of outstanding Awards.
8. Awards
The Committee shall determine the type and amount of any Award to be made
to any Participant; provided, however, that, except as provided in paragraph
(g), no Awards granted pursuant to this Plan shall vest in less than six months
after the date the Award is granted. Awards may be granted singly, in
combination, or in tandem. Awards may also be made in combination or in tandem
with, in replacement of, as alternatives to, or as the payment form for, grants
or rights under any other employee benefit or compensation plan of the Case
Companies, including any such employee benefit or compensation plan of any
acquired entity.
(a) Stock Options
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(i) Grants. Stock Options (including Reload Stock Options) granted under
this Plan may be any of the following:
(1) an ISO, or
(2) a Non-Qualified Stock Option.
The Committee may grant any Participant one or more ISOs, Non-Qualified
Stock Options, or both, in each case with or without SARs or Reload Stock
Options or any other form of Award. Stock Options granted pursuant to this Plan
shall be subject to such additional terms, conditions, or restrictions as may be
provided in the Award Agreement relating to such Stock Option.
(ii) Option Price. The Option Price of a Stock Option shall be not less
than 100% of the Fair Market Value of a share of Common Stock on the Award Date;
provided, however, that in the case of a Stock Option granted retroactively in
tandem with or as substitution for another Award, including for this purpose
substitution of an award designated in shares of Tenneco, Inc. common stock (a
"Tenneco Award"), the Option Price shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date of such other Award or, with
respect to a Tenneco Award, shall not be lower than the price that the Committee
determines necessary to preserve the value of the Tenneco Award on the date of
substitution; and provided further that in any case ISOs shall have a price
equal to 100% of the Fair Market Value of a share of Common Stock on the Award
Date.
(iii) ISOs. Anything in this Plan to the contrary notwithstanding, no
term of this Plan relating to ISOs shall be interpreted, amended or altered, nor
shall any discretion or authority awarded under the Plan be exercised, so as to
disqualify this Plan under Section 422 of the Code, or, without the consent of
the Participants affected, to disqualify any ISO under Section 422 of the Code.
An ISO shall not be granted to an individual who, on the date of grant,
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the employing Case Company or of its parent or any
subsidiary corporation.
The aggregate Fair Market Value, determined on the Award Date, of the
shares of Common Stock or other stock with respect to which one or more ISOs (or
other "incentive stock options," within the meaning of Subsection (b) of Section
422 of the Code, under all other stock option plans of the Participant's
employing Case Company and its parent and subsidiary corporations) granted on or
after January 1, 1987, that are exercisable for the first time by the
Participant during any particular calendar year shall not exceed the $100,000
limitation imposed by Section 422(d) of the Code.
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(iv) Manner of Payment of Option Price. The Option Price shall be paid in
full at the time of the exercise of the Stock Option and may be paid in any of
the following methods or combinations thereof;
(A) In the United States dollars in cash, check, bank draft or money
order payable to the order of the Company;
(B) By the delivery of shares of Common Stock having an aggregate
Fair Market Value on the date of such exercise equal to the Option Price;
(C) In any other manner that the Committee shall approve, including
without limitation, any arrangement that the Committee may establish to enable
Participants to simultaneously exercise Stock Options and sell the shares of
Common Stock acquired thereby and apply the proceeds to the payment of the
Option Price therefor.
(v) Reload Stock Options. The Committee may award Reload Stock Options to
any Participant either in combination with other Awards or in separate Award
Agreements that grant Reload Stock Options upon exercise of outstanding stock
options granted under this Plan or otherwise.
(b) Stock Appreciation Rights.
(i) Grants. The Committee may award any Participant SARs, which shall be
subject to such additional terms, conditions, or restrictions as may be provided
in the Award Agreement relating to such SAR Award, including any limits on
aggregate appreciation. SARs may be settled in Common Stock or cash or both.
(ii) Award Price. The Award Price per share of Common Stock of a SAR
shall be fixed in the Award Agreement and shall be not less than 100% of the
Fair Market Value of a share of Common Stock on the date of the Award; provided,
however, that in the case of a SAR awarded retroactively in tandem with or as a
substitution for another Award, the Award Price per share of a SAR shall be not
less than 100% of the Fair Market Value of a share of Common Stock on the date
of such other Award.
(iii)Distribution of SARs. SARs shall be exercisable in accordance with
the conditions and procedures set out in the Award Agreement relating to such
SAR Award.
(c) Restricted Stock. The Committee may award Restricted Stock to any
Participant. Awards of Restricted Stock shall be subject to such conditions and
restrictions as are established by the Committee and set forth in the Award
Agreement, which may include, but are not limited to, continued service with the
Company, achievement of specific business objectives, and other measurements of
individual or business unit or Company performance.
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In addition to Awards of Restricted Stock described in the preceding
paragraph, the Committee may make Awards of restricted Second Preferred Stock
("Restricted Preferred Stock"). All provisions of this Plan that apply to
Awards of Restricted Stock shall also apply to Awards of Restricted Preferred
Stock.
(d) Stock Equivalent Units. The Committee may award Stock Equivalent
Units to any Participant. All or part of any Stock Equivalent Units Award may
be subject to conditions and restrictions established by the Committee, and set
forth in the Award Agreement, which may include, but are not limited to,
continued service with the Company, achievement of specific business objectives,
and other measurements of individual or business unit or Company performance
that may include but shall not be limited to, earnings per share, net profits,
total shareholder return, cash flow, return on shareholders' equity, and
cumulative return on net assets employed.
(e) Dividend Equivalents. The Committee may provide in any Award
Agreement in which Stock Equivalent Units are awarded that such Stock Equivalent
Units may accrue Dividend Equivalents. In lieu of awarding Dividend
Equivalents, the Committee may provide for automatic awards of additional Stock
Equivalent Units on each date that cash dividends are paid on the Common Stock
in an amount equal to (i) the product of the dividend per share on the Common
Stock times the total number of Stock Equivalent Units then held by the
Participant, divided by (ii) the Fair Market Value of the Common Stock on the
dividend payment date.
(f) Performance Units. Performance Units shall be based on attainment
over a specified period of individual performance targets or on other parameters
that may include, but shall not be limited to, earnings per share, total
shareholder return, cash flow, return on shareholders' equity, and cumulative
return on net assets employed. Performance Units may be settled in Common Stock
or cash or both.
(g) The Committee may also, in its sole discretion, shorten or terminate
the restricted period of waive any other conditions for the lapse of
restrictions with respect to all or any portion of any Award. Notwithstanding
the foregoing, all restricted periods shall terminate and the Awards shall be
fully vested with respect to any Participant upon the Participant's (a)
retirement at age 65 or older, (b) with respect to the service recognition award
granted July 20, 1994, retirement at age 55 or older, (c) death, (d) Total
Disability, coincident with termination of employment with Case Companies;
provided that the application of this sentence shall not cause an Award to vest
in less than six months after the date the Award is granted. For purposes of
this Section 8:
"Total Disability" means the permanent inability of the Participant, which
is a result of accident or sickness, to perform such Participant's occupation or
employment for which the Participant is suited by reason of the Participant's
previous training, education and experience and which results in the termination
of the Participant's employment with any Case Company.
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(h) Change in Control. Notwithstanding the foregoing provisions of this
Section 8, to the extent provided by the Committee at the time of an Award or
thereafter, stock options and restricted stock awards which have been
outstanding for a period of at least six months shall become fully vested if the
Participant's employment is terminated by the Company for reasons other than
cause during the 24 month period following a Change in Control of the Company.
For purposes of this paragraph (h), the term "Change in Control" means a change
in the beneficial ownership of the Company's voting stock or a change in the
composition of the Company's Board of Directors which occurs as follows:
(i) any "person" (as such term is used in Section 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934) other than:
(1) a trustee or other fiduciary of securities held under an employee
benefit plan of the Company;
(2) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of the Company; or
(3) with respect to any Participant, any person in which such
Participant has a substantial equity interest;
is or becomes a beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934), directly or
indirectly, of stock of the Company representing 25% or more of
the total voting power of the Company's then outstanding stock;
(ii) a tender offer is made for the stock of the Company by a person other than
a person described in subparagraph (i)(1), (2) or (3), and one of the
following occurs:
(1) the person making the offer owns or has accepted for payment stock of
the Company representing 25% or more of the total voting power of the
Company's stock; or
(2) three business days before the offer is to terminate (unless the offer
is withdrawn first) such person could own, by the terms of the offer
plus any shares owned by such person, stock representing 50% or more of
the total voting power of the Company's outstanding stock when the
offer terminates;
(iii) during any period of two consecutive years there shall cease to be a
majority of the Company's Board of Directors comprised as follows:
individuals who at the beginning of such period constitute the Board of
Directors and any new director(s) whose election by the Board of Directors
or nomination for election by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office
who
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either were directors at the beginning of the period or whose election
or nomination for election was previously so approved; or
(iv) the stockholders of the Company approve a merger or consolidation
of the Company with any other company other than:
(1) such a merger or consolidation which would result in
the Company's voting stock outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting stock of the surviving entity) more than 70%
of the combined voting power of the Company's or
such surviving entity's outstanding voting stock
immediately after such merger or consolidation; or
(2) such a merger or consolidation which would result in
the directors of the Company who were directors
immediately prior thereto continuing to constitute
at least 50% of the directors of the surviving
entity immediately after such merger or
consolidation.
For purposes of this paragraph (iv), "surviving entity" shall
mean only an entity in which all of the Company's stockholders
become stockholders by the terms of such merger or consolidation,
and the phrase "directors of the Company who were directors
immediately prior thereto" shall not include:
(1) any director of the Company who was designated by a
person who has entered into an agreement with the
Company to effect a transaction described in this
paragraph or in paragraph (i) next above; or
(2) any director who was not a director at the beginning
of the 24-consecutive-month period preceding the date
of such merger or consolidation
unless his election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office
who were directors before the beginning of such period.
9. Dividends
The Committee may provide in the appropriate Award Agreement that dividends
on Restricted Stock may be paid currently in cash or credited to a Participant's
account for subsequent distribution as determined by the Committee. The Award
Agreement may provide for the reinvestment of dividends paid on Restricted Stock
in shares of Common Stock.
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10. Deferrals and Settlements
Settlement of Awards may be in the form of cash, Common Stock, other
Awards, or in combinations thereof as the Committee shall determine, and with
such other restrictions as it may impose. Subject to paragraph 4(a)(ii), the
Committee may also require or permit Participants to defer the issuance or
vesting of shares or the settlement of Awards under such rules and procedures as
it may establish under the Plan. The Committee may also provide that deferred
settlements include the payment of, or crediting of interest on, the deferral
amounts or the payment or crediting of Dividend Equivalents on deferred
settlements denominated in shares.
11. Transferability and Beneficiaries
No Awards under the Plan shall be assignable, alienable, saleable or
otherwise transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order (as defined by
the Code) or Title I of the Employee Retirement Income Security Act or the rules
thereunder unless otherwise determined by the Committee.
12. Award Agreements
Awards under the Plan shall be evidenced by Award Agreements that set forth
the details, conditions and limitations for each Award, which may include the
term of an Award (except that (i) except as provided in Section 8(g), no Award
shall vest in less than six months after the date the Award is granted and (ii)
in no event shall the term of any ISO exceed a period of ten years from the date
of its grant), the provisions applicable in the event the Participant's
employment terminates, and the Company's authority to unilaterally or
bilaterally amend, modify, suspend, cancel or rescind any Award, subject to the
terms of the Plan.
13. Amendments: Compliance with Rule 16b-3
The Committee may suspend, terminate, or amend the Plan as it deems
necessary or appropriate to better achieve the purposes of the Plan, except
that, without the approval of the Company's shareholders, no such amendment
shall be made for which shareholder approval is necessary to comply with any
applicable tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief under Section
16(b) of the Exchange Act, and provided that no such suspension, termination or
amendment shall impair the rights of any Participant, without his consent, in
any Award previously granted under the Plan.
14. Tax Withholding
The Company shall have the right to (i) make deductions from any settlement
of an Award made under the Plan, including the delivery or vesting of shares, or
require shares or cash or both be withheld from any Award, in each case in an
amount sufficient to satisfy withholding
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of any federal, state or local taxes required by law, or (ii) take such other
action as may be necessary or appropriate to satisfy any such withholding
obligations. The Committee may determine the manner in which such tax
withholding may be satisfied, and may permit shares of Common Stock (rounded up
to the next whole number) to be used to satisfy required tax withholding based
on the Fair Market Value of any such shares of Common Stock, as of the
Settlement Date of the applicable Award.
15. Other Company Benefit and Compensation Programs
Unless otherwise specifically determined by the Committee, settlements of
Awards received by a Participant under the Plan shall not be deemed a part of
the Participant's regular, recurring compensation for purposes of calculating
payments or benefits from any Company benefit plan, severance program or
severance pay law of any country. Further, the Company may adopt other
compensation programs, plans or arrangements as it deems appropriate or
necessary.
16. Unfunded Plan
Unless otherwise determined by the Committee, the Plan shall be unfunded
and shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between the
Company and any Participant or other person. To the extent any person holds any
rights by virtue of a grant awarded under the Plan, such right (unless otherwise
determined by the Committee) shall be not greater than the right of an unsecured
general creditor of the Company.
17. Future Rights
No person shall have any claim or right to be granted an Award under the
Plan, and no Participant shall have any right under the Plan to be retained in
the employment of the Company or its affiliates.
18. Governing Law
The validity, construction and effect of the Plan, and any actions taken or
relating to the Plan, shall be determined in accordance with the laws of the
State of Delaware and applicable federal law.
19. Successors and Assigns
The Plan shall be binding on all successors and assigns of a Participant,
including, without limitation, the estate of such Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Participant's creditors.
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20. Rights as a Shareholder
Except as otherwise provided in any Award Agreement, a Participant shall
have no rights as a shareholder of the Company until he or she becomes the
holder of record of Common Stock or Second Preferred Stock.
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