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EXHIBIT 10h
VERIZON COMMUNICATIONS
2000 BROAD-BASED INCENTIVE PLAN
Adopted by the Board of Directors of Bell Atlantic Corporation d/b/a
Verizon Communications (the "Company") on August 7, 2000.
SECTION 1. PURPOSE. The Verizon Communications 2000 Broad-Based
Incentive Plan (the "Plan") is intended to provide employees of the Company and
its Subsidiaries an opportunity to participate in the growth and success of the
Company and to create and enhance incentives for employees to improve the
Company's financial performance. The Plan is expected to help the Company and
its Subsidiaries attract, retain and motivate employees to work for the success
of the Company and its Subsidiaries through broadly-based awards of nonqualified
stock options, restricted stock, restricted stock units and other equity-based
hypothetical stock units following the creation of Verizon Communications upon
the merger of Bell Atlantic Corporation and GTE Corporation.
SECTION 2. DEFINITIONS. Except where otherwise indicated, the following
terms have the definitions set forth below for purposes of the Plan:
(a) "Agreement" means an agreement entered into between the
Company and a Participant or other documentation, in a form determined by the
Committee or the Plan Administrator in their discretion, evidencing an Award and
setting forth the key terms and conditions applicable to an Award.
(b) "Award" means an award or grant of an Option, Restricted
Stock or Restricted Stock Units to a Participant pursuant to this Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" is defined in Appendix A to this Plan.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the Human Resources Committee of the Board
of Directors or any successor thereto.
(g) "Company" means Bell Atlantic Corporation d/b/a Verizon
Communications and any successor corporation.
(h) "Deferral Plan" means a nonqualified plan or program adopted
by the Company or any Subsidiary for specified employees to defer the receipt of
compensation or income.
(i) "Designated Beneficiary" means the person or persons named
by a Participant, in accordance with rules and guidelines established by the
Plan Administrator, to benefit from an Award after the Participant's death.
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(j) "Eligible Employee" is defined in paragraph 4(a) hereof.
(k) "Fair Market Value" means the average of the high and low
sales prices of shares of Stock traded on the New York Stock Exchange (or any
other exchange or reporting system selected by the Committee) on the relevant
date, or if there are no sales of shares of Stock reported for that date, on the
date or dates that the Committee determines, in its sole discretion, to be
appropriate for purposes of valuation.
(l) "Grant Date" means the date the Committee makes an Award to
an Eligible Employee.
(m) "Option" means a right to purchase a specified number of
shares of Stock at a specified exercise price per share during a specified term.
(n) "Participant" means an Eligible Employee who receives an
Award and who, if so required, timely executes the Agreement relating thereto.
(o) "Plan Administrator" means the Executive Vice President -
Human Resources ("EVP HR") of the Company or the officer serving in that
capacity, or the designee of the EVP HR or the officer serving in that capacity.
(p) "Restricted Stock" means shares of Stock that are subject to
restrictions on transfer or other restrictions on the incidents of ownership or
are subject to a substantial risk of forfeiture.
(q) "Restricted Stock Unit" means a hypothetical share of Stock,
as defined in Section 7 hereof.
(r) "Section 16 Officer" means an officer of the Company within
the meaning of Section 16 of the Securities Exchange Act of 1934 and Rule
16a-1(f) of the Securities Exchange Commission or any successor rule.
(s) "Stock" means the $0.10 par value common stock of the
Company.
(t) "Subsidiary" means (i) any corporation, partnership, joint
venture or other entity in which the Company holds a direct or indirect
ownership or proprietary interest of 50 percent or more, or (ii) any
corporation, partnership, joint venture or other entity in which the Company
holds an ownership or proprietary interest of less than 50 percent but which, in
the discretion of the Committee, is treated as a Subsidiary for purposes of this
Plan.
SECTION 3. ADMINISTRATION.
(a) In General. The Plan and all Awards made pursuant to the
Plan shall be administered by the Committee and the Plan Administrator. The
Committee and the Plan Administrator may each delegate some or all their
administrative responsibilities under the Plan to one or more persons.
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(b) Committee. The Committee shall determine the Eligible
Employees to whom Awards will be made under this Plan. Consistent with the terms
of this Plan, the Committee shall establish the Grant Dates for Awards, the
number of shares of Stock with respect to which Awards are granted, the time at
which and the conditions under which Options may be exercised, the time or
conditions under which restrictions on the Restricted Stock or Restricted Stock
Units will lapse or be satisfied, and such other terms and conditions as it
considers appropriate for Awards. These terms will be reflected in an Agreement
with respect to each Award.
(c) Plan Administrator. The Plan Administrator shall have the
authority and responsibility, without limitation, to do the following:
distribute summary descriptions of the Plan; issue and enter into Agreements on
behalf of the Company and its Subsidiaries with respect to Awards; establish,
modify and revoke terms, conditions and administrative rules, regulations and
guidelines applicable to Awards which are consistent with the terms and
conditions established by the Committee; maintain records of Awards made and
Awards outstanding; and administer transactions in connection with the exercise
of Options, the distribution of Restricted Stock, the payment of Restricted
Stock Units or the deferral of gains in such transactions. The Plan
Administrator, with the advice of counsel, shall have the right to respond to
and decide any claims or appeals under the Plan and to interpret the Plan. In
the event of any such appeal, the action of the Plan Administrator shall be
final and binding.
(d) Agreements. Each Award made under the Plan shall be
evidenced by an Agreement between the Company and the Participant to whom an
Option, Restricted Stock or Restricted Stock Unit is granted, or by such other
written documentation as the Committee or the Plan Administrator may approve,
reciting (i) the Grant Date, (ii) the number of shares of Stock available upon
the exercise of an Option and the exercise price, or the number of shares of
Restricted Stock, or the number of shares underlying the Restricted Stock Units,
and the restrictions applicable to the Restricted Stock or Restricted Stock
Units, and (iii) other key terms and conditions applicable to the Award. The
Committee or its designee may condition an Award on an Eligible Employee's
execution of the Agreement evidencing the Award and establishing such other
terms and conditions as the Board or the Committee in their discretion consider
appropriate.
(e) Liability. Neither the Plan Administrator nor any member of
the Committee may be held accountable for any action taken under this Plan in
good faith.
SECTION 4. ELIGIBILITY.
(a) In General. All employees of either the Company or any
Subsidiary shall be eligible to receive Awards under this Plan. All such
employees are referred to herein as "Eligible Employees". Eligible Employees
shall include full-time and part-time employees, hourly and salaried employees,
union and non-union employees, and employees who are on short-term disability or
leaves of absence with rights to reinstatement.
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(b) Directors. No Award may be made under this Plan to any
member of the Board of the Company or its Subsidiaries unless such director is
also an employee of the Company or any of its Subsidiaries.
(c) No Grants to Committee. No Award may be made under this Plan
to any member of the Committee.
SECTION 5. STOCK.
(a) Common Stock. Options may be granted under the Plan for
shares of Stock. Restricted Stock may be granted under the Plan for shares of
Stock. Restricted Stock Units may be granted under the Plan with respect to and
payable in shares of Stock. In the discretion of the Treasurer of the Company,
Stock distributed under this Plan may be authorized but unissued shares,
treasury shares, or outstanding shares acquired by the Company in the open
market or elsewhere.
(b) Aggregate Share Limitation. The aggregate number of shares
of Stock that may be distributed upon the exercise of Options, the lapsing of
restrictions on Restricted Stock, and the payment of Restricted Stock Units
under this Plan may not exceed 55 million shares. The expiration, forfeiture,
cancellation or termination of an Award will not reduce the number of shares
which may be distributed under this Plan. For purposes of determining whether
the aggregate share limitation of this paragraph has been exceeded, the total
number of shares distributed under this Plan shall be reduced by the number of
shares a Participant tenders, or has withheld, in payment of all or part of the
exercise price of an Option or in satisfaction of withholding tax obligations
with respect to an Award.
(c) Broadly-Based Awards. In the absence of a Plan amendment
approved by the shareowners of the Company, (i) during both the term of this
Plan and the first three years of such term, at least a majority of the shares
of Stock underlying the Awards made under this Plan shall be with respect to
Awards made to Eligible Employees who are not Section 16 Officers or directors
of the Company; and (ii) the aggregate number of shares of Stock underlying
Awards made under this Plan to any Section 16 Officer or director of the Company
shall be a number not greater than one percent of the number of shares of Stock
of the Company which are issued and outstanding as of the Grant Date.
(d) Reorganization of the Company. The limitation on the
aggregate number of shares that may be distributed or granted under this Plan
may be adjusted in accordance with section 9 of the Plan (relating to
recapitalizations, etc., of the Company).
SECTION 6. TERMS AND CONDITIONS OF STOCK OPTIONS. Each Option granted
under the Plan will be a nonqualified stock option, and not an incentive stock
option as defined in Section 422 of the Code. A Participant will not have any of
the rights of a shareholder of the Company by reason of an Option until it is
exercised. Each Option will comply with the following conditions:
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(a) Option Price. The exercise price for each share of Stock
covered by an Option will not be less than the Fair Market Value of the Stock on
the Grant Date.
(b) Ten-Year Limitation. No Option may be exercised more than
ten years after its Grant Date; provided, however, that the Committee may grant
Options that may only be exercised during a period of less than ten years. The
Option Agreement must specify the shorter period for any Option that may only be
exercised during a period of less than ten years.
(c) Exercise of Options. The Committee will determine the time
at which Options may be exercised and the conditions under which Options may be
exercised. Unless otherwise specified in an Agreement, an Option granted under
this Plan will become exercisable on June 30, 2003, unless the Option has
previously been terminated, forfeited or cancelled. The Agreement will specify
any other limitations and restrictions on the exercise of an Option. After
becoming exercisable, and subject to these limitations and restrictions, an
Option may be exercised in whole or in part for any whole number of shares on
any day trading occurs on the New York Stock Exchange until the Option expires
or is terminated, cancelled or forfeited. When an Option is exercised, and
before shares are transferred to a Participant upon his or her exercise, the
Participant must pay the exercise price in full and make adequate provision for
the payment of any federal, state, local and foreign withholding taxes that
become due on exercise. In the discretion of the Plan Administrator, the
exercise price of an Option and the withholding taxes may be paid in cash, with
Stock, in any combination of cash and Stock, or by any other means that the Plan
Administrator determines to be consistent with the Plan's purposes and
applicable law.
(d) Termination of Employment. Unless otherwise specified in an
Agreement, an Option will terminate or will remain exercisable for the following
periods and under the following conditions after a Participant terminates
employment with the Company and any Subsidiary, retires from the Company and any
Subsidiaries, dies or becomes disabled. For purposes of this Plan, a transfer of
employment between the Company and a Subsidiary or between Subsidiaries will not
be considered a termination of employment or retirement.
(i) Voluntary Separation; Termination for Cause. If a
Participant's employment is terminated for cause under circumstances
not described in paragraph (ii) below, or if Participant quits or
otherwise separates from employment with the Company and any Subsidiary
under circumstances not described in paragraphs (ii) to (v) below, an
Option shall be immediately cancelled and all rights thereunder shall
be immediately forfeited, whether or not the Option is then
exercisable.
(ii) Separation at Retirement. If a Participant Retires under
circumstances not described in paragraphs (iii) to (v) below, an Option
shall be immediately cancelled and all rights thereunder shall be
immediately forfeited to the extent the Option is not then exercisable.
If and to the extent an Option is exercisable as of the date a
Participant Retires, the Option will remain exercisable until the
earlier of (A) five years after the day the Participant Retires from
the Company or a Subsidiary, and (B) the expiration of the Option in
accordance with paragraph 6(b). For purposes of this Plan, "Retire"
means (x) to retire with a right to an immediate normal retirement,
early retirement or service pension under the Company-sponsored or
Subsidiary-sponsored tax-qualified final average pay defined benefit
pension plan (excluding from this definition any cash balance plan) in
which the Participant actively participates, or (y) if the
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Participant does not actively participate in a tax-qualified final
average pay defined benefit pension plan, to retire (I) after attaining
normal retirement age under the Company-sponsored or
Subsidiary-sponsored cash balance plan or nonqualified defined benefit
pension plan in which the Participant actively participates, or (II)
with a combination of age and years of service (as calculated for
retirement-eligibility purposes) that equals or exceeds any of the
following combinations:
AGE EQUAL TO OR GREATER THAN: SERVICE EQUAL TO OR GREATER THAN:
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Any age 30 years
50 25 years
55 20 years
60 15 years
65 10 years
Other definitions of "Retire" may be specified in an Agreement or in a
Participant's written employment contract with the Company or a
Subsidiary, or determined in writing by the Plan Administrator.
(iii) Involuntary Separation Without Cause. If a Participant's
employment with the Company and any Subsidiary is terminated by reason
of mandatory retirement or is terminated without cause, such as by
reason of a Company-initiated or Subsidiary-initiated, voluntary or
involuntary, force management or force reduction program or initiative,
an Option shall become immediately vested and exercisable, whether or
not previously exercisable, and any such outstanding Option may be
exercised until the earlier of (A) five years after the last day the
Participant was on the payroll of the Company or a Subsidiary, and (B)
the expiration of the Option in accordance with paragraph 6(b). The
Committee or the Plan Administrator may determine, on a case-by-case
basis and in their discretion, that the sale of a Subsidiary or a
business unit that employs a Participant constitutes an involuntary
termination without cause for purposes of this paragraph. This
paragraph will not apply to a Participant whose employment is
terminated for refusal to accept a reassignment that involves no
relocation or downgrade.
(iv) Disability. If a Participant separates from active
employment with the Company and any Subsidiary as a result of total and
permanent disability, as defined in the Company-sponsored or
Subsidiary-sponsored long-term disability plan that applies to the
Participant (or, if a Participant is not covered by a long-term
disability plan, as defined in such plan or in such manner as the Plan
Administrator determines), an Option shall become immediately vested
and exercisable, whether or not previously exercisable, upon the
expiration of any short-term disability benefit, and any such
outstanding Option may be exercised until the earlier of (A) five years
after the last day the Participant was on the payroll of the Company or
a Subsidiary or on short-term disability, and (B) the expiration of the
Option in accordance with paragraph 6(b).
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(v) Death. If a Participant dies while employed by the Company
or any Subsidiary, an Option shall become immediately vested and
exercisable, whether or not previously exercisable, and any such
outstanding Option may be exercised until the earlier of (A) five years
after the day the Participant died, and (B) the expiration of the
Option in accordance with paragraph 6(b). If a Participant dies while
no longer employed by the Company or any Subsidiary, but during an
exercise period described in paragraphs (ii) through (iv) above, the
Option shall remain exercisable during the remainder of that period.
Following a Participant's death, the Option may be exercised by the
Participant's Designated Beneficiary or, if the Participant has no
Designated Beneficiary, by the person entitled to exercise the Option
under the laws of descent and distribution.
Notwithstanding the foregoing, the Committee or the Plan Administrator in their
discretion may require a Participant to execute a release satisfactory to the
Committee or the Plan Administrator, releasing the Company and any Subsidiaries
from employment-related claims, as a condition to the acceleration of
exercisability and the extension of the exercise periods under paragraphs (ii)
through (iv) above.
(e) Waiver of Limitations; Acceleration of Options. Upon a
Participant's termination of employment, retirement, death or disability, the
Committee or its designee in its sole discretion may accelerate the
exercisability of any Option or waive the limitations on exercise of an Option
contained in paragraph 6(d) when it is in the best interests of the Company and
the Subsidiaries to do so. The Committee and its designee may not extend the
expiration of an Option beyond the ten-year limitation specified in paragraph
6(b).
(f) Transferability of Option. Except as provided in this
paragraph 6(f), no Option will be transferable. A Participant may name the
Designated Beneficiary, in accordance with rules and guidelines established by
the Plan Administrator, who may exercise and benefit from an Option after the
Participant's death, and upon the death of a Participant the Option will be
transferred to the Designated Beneficiary. During a Participant's lifetime, an
Option may only be exercised by the Participant or by the Participant's guardian
or legal representative.
SECTION 7. TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS.
(a) General Provisions. Each Restricted Stock Unit granted under
the Plan represents a hypothetical share of Stock. The value of a Restricted
Stock Unit on any date equals the closing price as of such date of the Company's
Stock on the New York Stock Exchange (or any other market or exchange selected
by the Committee). A Restricted Stock Unit does not represent an equity interest
in the Company and carries no voting rights.
(b) Restrictions. The Committee shall establish restrictions
with respect to each Award of Restricted Stock Units, which may be satisfied
with the passage of time, the continuation of a Participant's employment by the
Company or a Subsidiary, the financial performance of the Company or any
Subsidiary or business, or such other terms or conditions as the Committee in
its discretion determines to be appropriate. The restrictions will be specified
in the Restricted Stock Units Agreement. Upon the satisfaction or lapse of the
applicable restrictions, a Participant will be entitled to receive payment with
respect to the Restricted Stock Units, unless the Participant has made a valid
deferral election pursuant to paragraph 8. If the restrictions of an Award of
Restricted Stock Units are not satisfied within the time period
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specified in the Agreement, the Restricted Stock Units will expire and the
Participant's rights thereunder will be forfeited. No Restricted Stock Unit may
have a term of more than ten years.
(c) Dividends. A Dividend Equivalent Unit shall be added to each
outstanding Restricted Stock Unit each time a dividend is paid on shares of
Stock with respect to each Restricted Stock Unit that had been granted to a
Participant as of the dividend's record date. The Dividend Equivalent Unit will
be equal in value to the dividend on a share of Stock, will be converted into
Restricted Stock Units or fractions thereof, based on the Fair Market Value of
the Stock on the dividend payment date, and will be added to the Participant's
Restricted Stock Unit balance.
(d) Payments. All payments with respect to Restricted Stock
Units, either upon satisfaction or lapse of the applicable restrictions or at
the end of a deferral period, will be made in shares of Stock, with one share of
Stock distributed to the Participant with respect to each Restricted Stock Unit,
except for fractional Units, which will be paid in cash. Before the shares of
Stock are transferred to a Participant, the Participant must make adequate
provision for the payment of any federal, state, local and foreign withholding
taxes that are due. In the discretion of the Plan Administrator, withholding
taxes may be paid in cash, with Stock, in any combination of cash and Stock, or
by any other means that the Plan Administrator determines to be consistent with
the Plan's purposes and applicable law.
(e) Termination of Employment, Retirement, Death or Disability.
The Committee shall establish terms and conditions regarding the forfeiture or
continuation of Restricted Stock Units, or the satisfaction or lapse of the
restrictions with respect to Restricted Stock Units, after a Participant
terminates employment with the Company and any Subsidiaries, retires from the
Company and any Subsidiaries, dies or becomes disabled. Such conditions shall be
specified in the Restricted Stock Units Agreement. Upon a Participant's
termination of employment, retirement, death or disability, the Committee or its
designee in its sole discretion may determine that the restrictions have been
satisfied or waive the restrictions on Restricted Stock Units when it is in the
best interests of the Company and the Subsidiaries to do so. The Committee and
its designee may not extend the term of a Restricted Stock Unit beyond the
ten-year limitation specified in paragraph 7(b).
(f) Transferability of Restricted Stock Units. Except as
provided in this paragraph 7(f), no Restricted Stock Unit will be transferable.
A Participant may name the Designated Beneficiary, in accordance with rules and
guidelines established by the Plan Administrator, who may benefit from
Restricted Stock Units after the Participant's death, and upon the death of a
Participant the Restricted Stock Units will be transferred and any payments will
be made to the Designated Beneficiary.
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SECTION 8. DEFERRAL FEATURE. The Committee may provide a deferral
feature with respect to any Award. If an Award has a deferral feature, the
Participant may elect, pursuant to terms of a Deferral Plan then available to
the Participant and procedures adopted by the Plan Administrator, to defer (i)
the gain on exercise of an Option or (ii) the distribution of the shares of
Stock underlying an Award of Restricted Stock or Restricted Stock Units that
otherwise would be issued upon satisfaction or lapse of the applicable
restrictions. Dividend Equivalent Units (or other earnings units) will be
credited with respect to Restricted Stock Units (or other equity-based
hypothetical units) during the deferral period, but will not be payable to the
Participant until the end of the deferral period.
SECTION 9. CORPORATE TRANSACTIONS.
(a) Adjustments in Stock. The Committee will determine what
adjustments, if any, are appropriate by reason of a stock split, reverse stock
split, stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, combination, repurchase or exchange of
shares, distribution to shareholders, split-up, spin-off, significant
distribution of assets, or other similar corporate change to avoid any dilution
or enlargement in the rights or benefits intended to be made available under
this Plan. The Committee may make adjustments in (i) the aggregate number and
type of securities underlying the Awards that may be made under this Plan, (ii)
the number and type of securities underlying outstanding Awards, and (iii) the
exercise price of options or the price of any restricted stock, restricted stock
units or other equity-based hypothetical stock units.
(b) Change in Control. In the event of a Change in Control, all
outstanding Options will become immediately vested and exercisable, any time- or
service-related restrictions or conditions on Restricted Stock or Restricted
Stock Units will be deemed to be immediately satisfied, and any
performance-related restrictions or conditions on Restricted Stock and
Restricted Stock Units for current and future periods will be deemed to have
been satisfied and the restrictions will thereupon lapse. In the event of a
Change in Control by merger or acquisition, subject to any required action by
the Company's shareowners, a Participant shall be entitled to receive, upon
exercise of an Option or satisfaction or lapse (including the deemed
satisfaction or lapse) of any restriction on Restricted Stock or Restricted
Stock Units, the same per share consideration with respect to the Stock
underlying the Award on the same terms that an owner of Stock is entitled to
receive pursuant to the merger or acquisition.
SECTION 10. AMENDMENT AND TERMINATION. To the extent permitted by law,
the Committee or the Board may amend or suspend, and the Board may terminate,
this Plan. Unless a Participant consents to an amendment, suspension or
termination of the Plan which is adopted by the Committee or the Board, no
amendment, suspension or termination of the Plan will adversely affect the
rights of a Participant with respect to any Award made to the Participant,
provided, however, that the Committee or the Board may amend the definition of
"Change in Control" before a Change in Control has occurred. The termination of
the Plan will not cause any previously granted Award to terminate. After the
termination of the Plan, any previously granted Award will continue to be
governed by the terms of the Plan prior to its termination and any applicable
Agreement. Moreover, without approval of the owners of a majority of the shares
of the Stock voting either in person or by proxy at a duly convened meeting of
the Company's shareowners, no amendment to the Plan may (i) cause or permit a
majority of the shares of Stock underlying the Awards made under this Plan to be
shares of Stock underlying Awards made to Section 16 Officers or directors of
the Company, or (ii) cause or permit the aggregate number of
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shares of Stock underlying Awards granted to any Section 16 Officer or director
of the Company to be greater than one percent of the number of shares of Stock
of the Company which are issued and outstanding as of the Grant Date. The Plan
Administrator may make administrative modifications to the Plan to comply with
changes in applicable law or to ensure effective and consistent administration
of the Plan; provided, however, that the Plan Administrator shall not amend the
Plan in any manner that materially alters the amount of any benefit provided
under the Plan. The EVP HR, with the advice of counsel, has the authority to
amend the Plan or to modify the administration of the Plan to the extent
required to ensure that transactions under the Plan are exempt to the maximum
extent possible from the short-swing profit provisions of Section 16(b) of the
Securities Exchange Act of 1934.
SECTION 11. EFFECTIVE DATE. Pursuant to action of the Board of
Directors, the effective date of this Plan is August 7, 2000. No Awards may be
made under the Plan following the tenth anniversary of the effective date, but
any Awards then outstanding shall continue in effect in accordance with the
terms of this Plan and the applicable Agreements.
SECTION 12. MISCELLANEOUS PROVISIONS.
(a) No Right to Employment. No Award shall give a Participant a
right to continued employment by the Company or any Subsidiary or otherwise
interfere with the Company's or any Subsidiary's right to discharge a
Participant, whether or not for cause.
(b) Tax Withholding from Wages. If a Participant fails to remit
to the Company, in cash or Stock, the required amount of tax withholding with
respect to an Option exercise or the lapse of restrictions with respect to
Restricted Stock or Restricted Stock Units, the Company and any Subsidiary may
withhold such required amount from the Participant's pay or from other amounts
the Company or any Subsidiary owes to the Participant.
(c) Nature of Payments. All Awards made pursuant to this Plan
are in consideration of future services for the Corporation or Subsidiaries. Any
gain realized pursuant to an Award constitutes a special incentive payment and
shall not be taken into account as compensation for purposes of any of the
employee benefit plans of the Company or any Subsidiary, except as may be
determined by the Board or by the board of directors of the applicable
Subsidiary.
(d) Severability. If any provision of the Plan shall be held
unlawful or otherwise invalid or unenforceable in whole or in part, the
unlawfulness, invalidity or unenforceability shall not affect any other
provision of the Plan or part thereof, each of which shall remain in full force
and effect.
(e) Governing Law. This Plan shall be construed and enforced in
accordance with the laws of the State of Delaware (without regard to the
legislative or judicial conflict of laws rules of any state), except to the
extent superseded by federal law.
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APPENDIX A
"CHANGE IN CONTROL" DEFINITION
(a) For purposes of the Plan, and except as provided in paragraph (b)
hereof, a Change in Control shall occur if:
(i) any Person becomes a beneficial owner (as determined under
Rule 13d-3 under the Securities Exchange Act of 1934, as amended from
time to time), or has the right to acquire beneficial ownership within
60 days, through tender offer or otherwise, of shares of one or more
classes of stock of the Company representing 20% or more of the total
voting power of the Company's then outstanding voting stock;
(ii) the Company and any Person consummate a merger,
consolidation, reorganization or other business combination ("Business
Combination"); or
(iii) the Incumbent Board adopts resolutions authorizing the
liquidation or dissolution, or sale to any Person of all or
substantially all of the assets, of the Company.
(b) Notwithstanding the provisions of paragraph (a) hereof, a Change in
Control shall not occur if:
(i) the Company's voting stock outstanding immediately before
the consummation of the transaction will represent no less than 45% of
the combined voting power entitled to vote for the election of
directors of the surviving parent corporation immediately following the
consummation of the transaction;
(ii) members of the Incumbent Board will constitute at least
one-half of the board of directors of the surviving parent corporation;
(iii) the Chief Executive Officer or co-Chief Executive
Officer of the Company will be the chief executive officer or co-chief
executive officer of the surviving parent corporation; and
(iv) the headquarters of the surviving parent corporation will
be located in New York, New York.
(c) For purposes of this definition of Change in Control,
(i) "Person" means any corporation, partnership, firm, joint
venture, association, individual, trust or other entity but does not
include the Company or any of its wholly-owned or majority-owned
subsidiaries, employee benefit plans or related trusts.
(ii) "Incumbent Board" means those persons who either (A) have
been members of the Board of Directors of the Company since June 30,
2000, or (B) are new directors whose election by the Board of Directors
or nomination for election by the
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shareowners of the Company was approved by a vote of at least
three-fourths of the members of the Incumbent Board then in office who
either were directors described in clause (A) hereof or whose election
or nomination for election was previously so approved, but shall not
include any director elected as a result of an actual or threatened
solicitation of proxies by any Person.
ii