EXHIBIT 10.3(a)
1997 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS OF
PLAYBOY ENTERPRISES, INC., AS AMENDED
TABLE OF CONTENTS
Page
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1. Purpose................................................................ 1
2. Definitions............................................................ 1
3. Shares Available under the Plan........................................ 3
4. Option Rights.......................................................... 4
5. Common Stock Grants and Restricted Stock............................... 5
6. Mandatory Fee Shares................................................... 6
7. Voluntary Shares....................................................... 6
8. Transferability........................................................ 7
9. Adjustments............................................................ 7
10. Fractional Shares...................................................... 8
11. Withholding Taxes...................................................... 8
12. Certain Terminations of Directorships.................................. 8
13. Administration......................................................... 9
14. Amendment, Suspension, Termination and Other Matters................... 9
15. Termination of the Plan................................................ 10
16. Effective Date......................................................... 10
1997 EQUITY PLAN FOR NON-EMPLOYEE
DIRECTORS OF PLAYBOY ENTERPRISES, INC., AS AMENDED
1. Purpose. The purposes of the Plan are (1) to promote the growth and
long-term success of Playboy Enterprises, Inc., a Delaware corporation (the
"Company"), by offering Non-Employee Directors the ability to acquire Common
Stock of the Company, (2) to enable the Company to attract and retain qualified
persons to serve as Non-Employee Directors, which services are considered
essential to the long-term success of the Company, by offering them an
opportunity to own Common Stock of the Company, and (3) to more closely align
the interests of Non-Employee Directors with the interests of the Company's
stockholders by paying certain amounts of compensation for services as a
Director in the form of shares of Common Stock.
2. Definitions. In addition to the other terms defined elsewhere herein,
wherever the following terms are used in this Plan with initial capital letters,
they have the meanings specified below, unless the context clearly indicates
otherwise.
"Accounting Period" means each calendar quarter of the Company, such
quarters beginning on January 1, April 1, July 1 and October 1 of each year.
"Award" means an award of an Option Right, Restricted Stock or Common
Stock Grant under this Plan.
"Board" means the Board of Directors of the Company.
"Calendar Year" means the period beginning on January 1 of each year and
ending on December 31 of each year.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Common Stock" means the Class B Common Stock, par value $0.01 per
share, of the Company, and any security into which such Common Stock may be
converted or for which such Common Stock may be exchanged by reason of any
transaction or event of the type described in Section 9 of this Plan.
"Common Stock Grant" means Common Stock, other than Restricted Stock,
awarded pursuant to Section 5 of this Plan.
"Company" has the meaning set forth in Section 1, and includes its
successors.
"Date of Award" means the date specified by the Board on which an Award
becomes effective, which shall not be earlier than the date on which the Board
takes action with respect thereto.
"Deferred Compensation Plan" means the Playboy Enterprises, Inc. Board
of Directors' Deferred Compensation Plan, effective as of October 1, 1992, as it
may be amended from time to time.
"Employee" means any officer or other employee of the Company or of any
corporation which is then a Subsidiary.
"Issuance Date" has the meaning set forth in Section 6.
"Mandatory Fee Shares" means Common Stock awarded pursuant to Section 6
in an amount equal to a Non-Employee Director's Meeting Fees.
"Meeting Fees" means the compensation payable to a Non-Employee Director
with regard to the number of Board or Committee meetings attended, or Committee
positions held, as determined by the Board from time to time, but for purposes
of Section 6 of this Plan shall not include any such compensation subject to
deferral under the Deferred Compensation Plan pursuant to an agreement executed
by a Non-Employee Director and the Company in accordance with the terms of the
Deferred Compensation Plan until and unless the Deferred Compensation Plan shall
have been amended to provide for the deferral of compensation payable to Non-
Employee Directors in the form of Common Stock.
"Market Value per Share" means either (a) the closing price of a share
of Common Stock as reported on the New York Stock Exchange (the "NYSE") on the
date as of which such value is being determined, or, if there are no reported
transactions for such date, on the next preceding date for which transactions
were reported, as published in the Midwest Edition of The Wall Street Journal,
or (b) if there is no reporting of transactions on the NYSE, the fair market
value of a share of Common Stock as determined by the Board from time to time.
"Non-Employee Director" means a member of the Board who is not an
Employee.
"Optionee" means a Non-Employee Director to whom an Option Right is
awarded under this Plan.
"Option Price" means the purchase price payable upon the exercise of an
Option Right.
"Option Right" means the right to purchase shares of Common Stock from
the Company upon the exercise of an option awarded hereunder.
"Participant" means a Non-Employee Director (or a person who has agreed
to commence serving in such capacity) who is selected by the Board to receive
Awards under this Plan, who is entitled to receive Mandatory Fee Shares or who
has elected to receive Voluntary Shares.
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"Participation Agreement" means the agreement submitted by a Non-
Employee Director to the Secretary of the Company pursuant to which a Non-
Employee Director may elect to receive all or any portion of his or her Retainer
in the form of Voluntary Shares for a specified period in the future.
"Performance Objectives" means the performance objectives that may be
established by the Board pursuant to this Plan for Participants who have
received Awards.
"Plan" means the 1997 Equity Plan for Non-Employee Directors of Playboy
Enterprises, Inc. as set forth herein, as the same may be amended or restated
from time to time.
"Restricted Stock" means Common Stock awarded pursuant to Section 5 of
this Plan as to which neither the substantial risk of forfeiture nor the
restrictions on transfer referred to in Section 5 hereof have expired.
"Restricted Stockholder" means a Non-Employee Director to whom
Restricted Stock has been awarded under this Plan.
"Retainer" means the portion of a Non-Employee Director's annual
compensation that is payable without regard to the number of board or committee
meetings attended or committee positions held, as determined by the Board from
time to time, but for purposes of Section 7 of this Plan shall not include any
such compensation subject to deferral under the Deferred Compensation Plan
pursuant to an agreement executed by a Non-Employee Director and the Company in
accordance with the terms of the Deferred Compensation Plan until and unless the
Deferred Compensation Plan shall have been amended to provide for the deferral
of compensation payable to Non-Employee Directors in the form of Common Stock.
"Rule 16b-3" means Rule 16b-3 under the Securities Exchange Act of 1934,
as amended or any successor rule.
"Subsidiary" means any corporation, partnership, joint venture, limited
liability company, unincorporated association or other entity (each, an
"Entity") in an unbroken chain of Entities beginning with the Company if each of
the Entities other than the last Entity in the unbroken chain then owns stock or
other interests possessing 50 percent or more of the total combined voting power
of all classes of stock or other interests in one of the other Entities in such
chain.
"Termination of Directorship" means the time when a Participant ceases
to be a Director for any reason, including, without limitation, a termination by
resignation, removal, failure to be elected or reelected, death or retirement.
"Valuation Date" has the meaning set forth in Section 6.
"Voluntary Shares" has the meaning set forth in Section 7(a).
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3. Shares Available under the Plan. Subject to adjustment as provided
in Section 9 of this Plan, the number of shares of Common Stock issued or
transferred, plus the number of shares of Common Stock covered by outstanding
Awards and not forfeited under this Plan, shall not in the aggregate exceed
200,000 shares, which may be shares of original issuance or shares held in
treasury or a combination thereof. If an Option Right lapses or terminates
before such Option is exercised or shares of Restricted Stock or Common Stock
Grants are forfeited, for any reason, the shares covered thereby may again be
made subject to Awards or issued as Mandatory Fee Shares or Voluntary Shares
under this Plan.
4. Option Rights. The Board may from time to time authorize Awards to
Participants of Options to purchase shares of Common Stock upon such terms and
conditions as the Board may determine in accordance with the following
provisions:
(a) Each Award shall specify the number of shares of Common
Stock to which the Option Rights pertain.
(b) Each Award of Option Rights shall specify an Option Price
per share of Common Stock, which shall be equal to or greater than the
Market Value per Share on the Date of Award.
(c) Each Award of Option Rights shall specify the form of
consideration to be paid in satisfaction of the Option Price and the manner
of payment of such consideration, which may include (i) cash in the form of
currency or check or other cash equivalent acceptable to the Company, (ii)
nonforfeitable, nonrestricted shares of Common Stock, which are already
owned by the Optionee and have a value at the time of exercise that is
equal to the Option Price, (iii) any other legal consideration that the
Board may deem appropriate, including, without limitation, any form of
consideration authorized under Section 4(d) below, on such basis as the
Board may determine in accordance with this Plan, and (iv) any combination
of the foregoing.
(d) On or after the Date of Award of any Option Right, the Board
may determine that payment of the Option Price may also be made in whole or
in part in the form of shares of Restricted Stock or other shares of Common
Stock that are subject to risk of forfeiture or restrictions on transfer.
Unless otherwise determined by the Board on or after the Date of Award,
whenever any Option Price is paid in whole or in part by means of any of
the forms of consideration specified in this Section 4(d), the shares of
Common Stock received by the Optionee upon the exercise of the Option Right
shall be subject to the same risks of forfeiture or restrictions on
transfer as those that applied to the consideration surrendered by the
Optionee; provided, however, that such risks of forfeiture and restrictions
on transfer shall apply only to the same number of shares of Common Stock
received by the Optionee as applied to the forfeitable or restricted shares
of Common Stock surrendered by the Optionee.
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(e) Any Award of Option Rights may provide for the deferred
payment of the Option Price from the proceeds of sale through a broker of
some or all of the shares of Common Stock to which the exercise relates.
(f) Successive Awards may be made to the same Participant
regardless of whether any Option Rights previously awarded to the
Participant remain unexercised.
(g) Each Award shall specify the period or periods of continuous
service as a Non-Employee Director by the Optionee that are necessary or
Performance Objectives that must be achieved before the Option Rights or
installments thereof shall become exercisable, and any Award may provide
for the earlier exercise of the Option Rights in the event of a change in
control of the Company or other transaction or event.
(h) The term of an Option Right shall be set by the Board;
provided, however, that no Option Right awarded pursuant to this Section 4
may have a term of more than 10 years from the Date of Award.
(i) Each Award of an Option Right shall be evidenced by a
written Stock Option Agreement, which shall be executed on behalf of the
Company by any officer thereof and delivered to and accepted by the
Optionee and shall contain such terms and provisions as the Board may
determine consistent with this Plan.
5. Common Stock Grants and Restricted Stock. The Board may also
authorize Awards to Participants of Common Stock Grants and Restricted Stock
upon such terms and conditions as the Board may determine in accordance with the
following provisions:
(a) A Common Stock Grant consists of the transfer by the Company
to a Participant of shares of Common Stock in consideration and as
additional compensation for services performed for the Company. Each Award
of Common Stock Grants and Restricted Stock shall constitute an immediate
transfer of the ownership of shares of Common Stock to the Participant in
consideration of the performance of services, entitling such Participant to
dividend, voting and other ownership rights, subject to, in the case of
Awards of Restricted Stock, the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.
(b) Each Award of Restricted Stock shall provide that the shares
of Restricted Stock covered thereby shall be subject to a "substantial risk
of forfeiture" within the meaning of Section 83 of the Code for a period to
be determined by the Board on the Date of Award, and may provide for the
termination of such risk of forfeiture upon the achievement of certain
Performance Objectives, in the event of a change in control of the Company,
or upon any other transaction or event.
(c) Each Award of Restricted Stock shall provide during the
period for which such substantial risk of forfeiture is to continue, and
any Award of Common Stock
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Grants may provide, that the transferability of the shares of Common Stock
subject to such Awards shall be prohibited or restricted in the manner and
to the extent prescribed by the Board on the Date of Award. Such
restrictions may include, without limitation, rights of repurchase or first
refusal in the Company or provisions subjecting the shares of Restricted
Stock to a continuing substantial risk of forfeiture in the hands of any
transferee.
(d) Any Award of a Common Stock Grant or Restricted Stock may be
made in consideration of payment by the Participant of an amount that is
less than the Market Value per Share on the Date of Award, but in no event
shall the value of the consideration provided with respect to any such
Award be less than the par value per share of Common Stock.
(e) Any Award of Restricted Stock may require that any or all
dividends or other distributions paid on the shares of Restricted Stock
during the period of such restrictions be automatically sequestered and
reinvested on an immediate or deferred basis in additional shares of Common
Stock, which may be subject to the same restrictions as the underlying
award or such other restrictions as the Board may determine.
(f) Each Award of a Common Stock Grant and Restricted Stock
shall be evidenced by a Stock Grant Agreement or Restricted Stock Agreement
(as the case may be), which shall be executed on behalf of the Company by
any officer thereof and delivered to and accepted by the Participant and
shall contain such terms and provisions as the Board may determine
consistent with this Plan. Unless otherwise directed by the Board,
Restricted Stock will be held in book-entry form by the Company as
custodian for the Participant. Any certificates representing shares of
Restricted Stock, together with a stock power endorsed in blank by the
Participant with respect to the shares of Restricted Stock, shall be held
in custody by the Company until all restrictions thereon lapse.
(g) The Board may provide, at or after the Date of Award of any
Common Stock Grant or Restricted Stock, for the payment of a cash award
intended to offset the amount of tax that the Participant may incur in
connection with such Common Stock Grant or Restricted Stock, including,
without limitation, tax on the receipt of such cash award.
(h) The Board may provide in any individual Stock Grant
Agreement or Restricted Stock Agreement that the Company shall have the
right to repurchase the Restricted Stock then subject to restrictions under
the Restricted Stock Agreement, or the Common Stock subject to the Common
Stock Grant, immediately upon a Termination of Directorship for any reason
at a cash price per share equal to the cash price paid by the Participants
for such Restricted Stock or Common Stock. In the discretion of the Board,
provision may be made that no such right of repurchase shall exist in the
event of a Termination of Directorship without cause or because of the
Participant's retirement, death or permanent and total disability.
6. Mandatory Fee Shares. Commencing with the first meeting of the Board
following the effective date of this Plan, all Meeting Fees shall be payable in
the form of
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Mandatory Fee Shares. No later than ten (10) days following the end of an
Accounting Period (the "Issuance Date"), the Company shall issue to each Non-
Employee Director a number of Mandatory Fee Shares equal to (i) the amount of
such Director's Meeting Fees for such Accounting Period, divided by (ii) the
Market Value per Share on the last day of each Accounting Period (the "Valuation
Date") with respect to which such Meeting Fees are payable. To the extent that
the application of the foregoing formula would result in the issuance of
fractional shares of Common Stock, any such fractional shares shall be
disregarded, and the remaining amount of Meeting Fees shall be paid in cash. The
Company shall pay any and all fees and commissions incurred in connection with
the payment of Mandatory Fee Shares to a Director. Anything in this Section 6 to
the contrary notwithstanding, any Mandatory Fee Shares that become subject to
deferral under the Deferred Compensation Plan shall be issued in such form
(including book-entry form), at such times and with such rights and restrictions
as shall be specified in the Deferred Compensation Plan.
7. Voluntary Shares. Each Non-Employee Director shall be eligible to
elect to receive shares of Common Stock in accordance with the following
provisions:
(a) Prior to the commencement of the Company's Calendar Year (or
by such other date as may be specified by the Board), a Participant may
elect, by the filing of a Participation Agreement, to have up to 100
percent of his or her Retainer paid by the Company in the form of shares of
Common Stock in lieu of a cash payment (the "Voluntary Shares"). Such
Participation Agreement must, except as the Board may otherwise provide, be
filed as a one-time election for the applicable Calendar Year. Unless the
Director revokes or changes such election by filing a new Participation
Agreement by the due date therefor specified in this Section 7(a), such
election shall apply to a Participant's Retainer for each subsequent
Calendar Year. Once an election has been terminated, another election may
not be made effective until the commencement of the next subsequent full
Calendar Year unless the Board shall have otherwise provided.
(b) No later than the Issuance Date, the Company shall issue to
each Participant who has made an election under Section 7(a), a number of
Voluntary Shares for the prior Accounting Period equal to (i) the amount of
such Director's Retainer for such Accounting Period that such Director has
elected to receive as Voluntary Shares, divided by (ii) the Market Value
per Share on the Valuation Date. To the extent that the application of the
foregoing formula would result in the issuance of fractional shares of
Common Stock, any such fractional shares shall be disregarded, and the
remaining amount of the Retainer shall be paid in cash. The Company shall
pay any and all fees and commissions incurred in connection with the
payment of the Voluntary Shares to a Director.
(c) Anything in this Section 7 to the contrary notwithstanding,
any Voluntary Shares that become subject to deferral under the Deferred
Compensation Plan shall be issued in such form (including book-entry
form), at such times and with such rights and restrictions as shall be
specified in the Deferred Compensation Plan.
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8. Transferability.
(a) Except as may be otherwise determined by the Board, (i)
Awards, Mandatory Fee Shares and Voluntary Shares issued or granted under
this Plan shall be issued only to a Participant, (ii) Option Rights and
Restricted Stock may be transferred by a Participant only by will or the
laws of descent and distribution, and (iii) Option Rights may not be
exercised during a Participant's lifetime except by the Participant or, in
the event of the Participant's legal incapacity, by his guardian or legal
representative acting in a fiduciary capacity on behalf of the Participant
under state law and court supervision.
(b) Any Award made under this Plan may provide that all or any
part of the shares of Common Stock that are to be issued or transferred by
the Company upon the exercise of Option Rights, or are no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to
in Section 5 of this Plan, shall be subject to further restrictions upon
transfer.
(c) To the extent required to satisfy any condition to exemption
available pursuant to Rule 16b-3, Mandatory Fee Shares and Voluntary Shares
acquired by a Participant shall be held by the Participant for a period of
at least six months following the date of such acquisition.
9. Adjustments. The Board may make or provide for such adjustments in
the (a) number of shares of Common Stock covered by outstanding Awards, payable
as Mandatory Fee Shares or subject to elections to receive Voluntary Shares, (b)
prices per share applicable to Option Rights, and (c) kind of shares (including,
without limitation, shares of another issuer) covered thereby, as the Board in
its sole discretion may in good faith determine to be equitably required in
order to prevent dilution or enlargement of the rights of Participants that
otherwise would result from (x) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company, (y) any merger, consolidation, spin-off, split-off, split-up,
reorganization, partial or compete liquidation or other distribution of assets,
or issuance of rights or warrants to purchase securities or (z) any other
corporate transaction or event having an effect similar to any of the foregoing.
In the event of any such transaction or event, the Board may provide in
substitution for any or all outstanding Awards, Mandatory Fee Shares or
Voluntary Shares to be issued under this Plan such alternative consideration as
it may in good faith determine to be equitable under the circumstances and may
require in connection therewith the surrender of all Awards, Mandatory Fee
Shares or Voluntary Shares so replaced. The Board may also make or provide for
such adjustments in the numbers and kind of shares specified in Section 3 of
this Plan as the Board may in good faith determine to be appropriate in order to
reflect any transaction or event described in this Section 9.
10. Fractional Shares. The Company shall not be required to issue any
fractional shares of Common Stock pursuant to this Plan. The Board may provide
for the elimination of fractions, for the settlement thereof in cash or for such
other adjustments as the Board may deem appropriate under this Plan.
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11. Withholding Taxes. To the extent, if any, that the Company is
required to withhold federal, state, local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Company for the withholding are
insufficient, it shall be a condition to the receipt of any such payment or the
realization of any such benefit that the Participant or such other person make
arrangements satisfactory to the Company for payment of the balance of any taxes
required to be withheld. At the discretion of the Board, any such arrangements
may include relinquishment of a portion of any such payment or benefit. The
Company and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.
12. Certain Terminations of Directorships.
(a) Notwithstanding any other provision of this Plan to the
contrary, in the event of a Termination of Directorship by reason of death
or disability, or in the event of hardship or other special circumstances,
of a Participant who holds an Option Right that is not immediately and
fully exercisable or any Award as to which the substantial risk of
forfeiture or the prohibition or restriction on transfer has not lapsed,
the Board may in its sole discretion take any action that it deems to be
equitable under the circumstances or in the best interests of the Company,
including, without limitation, waiving or modifying any limitation or
requirement with respect to any Award under this Plan.
(b) If a Non-Employee Director becomes an Employee while
continuing to serve as a Director, that fact alone shall not result in a
Termination of Directorship or otherwise impair the rights such Director
may have under this Plan, including, without limitation, the rights such
Director may have under any Award outstanding under this Plan, but such
Director shall no longer be eligible to receive any further Awards,
Mandatory Fee Shares or Voluntary Shares under this Plan.
13. Administration.
(a) Administration by the Board; Delegation. This Plan shall be
administered by the Board, which may from time to time delegate all or any
part of its authority under this Plan to a committee or subcommittee of not
less than two Directors appointed by the Board who are "non-employee
directors" within the meaning of that term as defined in Rule 16b-3. To the
extent of any delegation by the Board under this Plan, references in this
Plan to the Board shall also refer to the applicable committee or
subcommittee. The majority of any such committee or subcommittee shall
constitute a quorum, and the action of a majority of its members present at
any meeting at which a quorum is present, or acts unanimously approved in
writing, shall be the acts of such committee or subcommittee.
(b) Administrative Powers. The Board shall have the power to
interpret this Plan, the Option Rights, the Common Stock Grants, the
Restricted Stock, the procedures for issuance of Mandatory Fee Shares and
elections to receive Voluntary
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Shares, and the agreements pursuant to which the Option Rights, the Common
Stock Grants, the Restricted Stock, the Mandatory Fee Shares and the
Voluntary Shares are awarded and issued (including Participation
Agreements), and to adopt such rules for the administration, interpretation
and application of this Plan, (including the administration of this Plan in
conjunction with the Deferred Compensation Plan) and such agreements as are
consistent therewith and to interpret, amend or revoke any such rules. Any
Award under this Plan need not be the same with respect to each Optionee or
Restricted Stockholder.
(c) Professional Assistance; Good Faith Actions. All expenses and
liabilities which members of the Board incur in connection with the
administration of this Plan shall be borne by the Company. The Board may
employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Board, the Company and the Company's 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 Board in good faith shall be final and binding upon all
Participants, the Company and all other interested persons. No members of
the Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to this Plan, or any Option,
Common Stock Grant, Restricted Stock, Mandatory Fee Shares or Voluntary
Shares, and all members of the Board shall be fully protected by the
Company in respect of any such action, determination or interpretation.
14. Amendment, Suspension, Termination and Other Matters.
(a) This Plan may be wholly or partially amended or otherwise
modified, suspended or terminated at any time or from time to time by
the Board. However, without further approval of the stockholders of the
Company, no action of the Board may, except as provided in Section 9 of
this Plan, increase the limits imposed in Section 3 on the maximum
number of shares of Common Stock which may be issued under this Plan,
and no action of the Board may be taken that would otherwise require
stockholder approval as a matter of applicable law or the rules of any
U.S. stock exchange, including the NYSE, on which the Common Stock may
be listed for trading or authorized for quotation. No amendment,
suspension or termination of this Plan shall, without the consent of
the holder of an Award, alter or impair any rights or obligations under
any Award theretofore granted, unless the Award itself otherwise
expressly so provides.
(b) The Board may make under this Plan any Award or combination of
Awards authorized under this Plan in exchange for the cancellation of an
Award that was not made under this Plan.
(c) Except as provided in Section 14(b) of this Plan, the
making of one or more Awards to a Non-Employee Director under this Plan
shall not preclude the making of Awards to such Non-Employee Director
under any other stock option or incentive plan previously or
subsequently adopted by the Board, nor shall the fact that a Non-
Employee Director has received one or more awards under any other stock
option or
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incentive plan of the Company preclude such Non-Employee Director from
receiving awards under this Plan.
15. Termination of the Plan. No further awards shall be made under
this Plan after the passage of 10 years from the date on which this Plan is
first approved by the stockholders of the Company.
16. Effective Date. The effective date of this Plan shall be the
date of its adoption by the Board of Directors. This Plan and all Awards
granted, Mandatory Fee Shares issued, and any elections to receive Voluntary
Shares effected prior to the stockholder approval hereinafter mentioned,
shall be void and of no further force and effect unless this Plan shall have
been approved at a meeting of stockholders of the Company called for such
purpose by the affirmative vote of a majority of the shares of Class A
Common Stock of the Company represented in person or by proxy.
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