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EXHIBIT 10C
THROUGH AMENDMENT NO. 3
AMERICAN PETROFINA, INCORPORATED
EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN (1979)
Section 1. Purpose. It has been the policy of
American Petrofina, Incorporated ("Company") since 1957 to
promote the interests of the Company and its shareholders by
providing a method whereby officers and other key employees
of the Company and its subsidiaries may be encouraged to
invest in the Company's Class A Common Stock and thereby
increase their proprietary interest in its business,
encourage them to remain in the employ of the Company and
increase their personal interest in its continued success
and progress. The purpose of this Plan is to continue such
policy.
Section 2. Administration. (a) A Committee of the
Board of Directors of the Company ("Committee"), which shall
be selected by the Board and none of whose members shall be
eligible to receive options, shall have full power and
authority, subject to such orders or resolutions not
inconsistent with the provisions of the Plan as may from time
to time be issued or adopted by the Board, to interpret the
provisions and supervise the administration of the Plan.
All determinations by the Committee shall be made by the
affirmative vote of a majority of its members, but any
determination reduced to writing and signed by all of the
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members shall be fully as effective as if it had been made
by a majority vote at a meeting duly called and held.
(b) Each option shall be evidenced by an option
agreement which shall contain such terms and conditions as may be
approved by the Committee and shall be signed by an officer
of the Company and the employee.
(c) Subject to any applicable provisions of the
Company's By-laws, all decisions made by the Committee pursuant
to the provisions of the Plan and related orders or resolutions
of the Board shall be final, conclusive and binding on
all persons, including the Company, shareholders, employees
and optionees.
Section 3. Shares Subject to the Plan. (a) The
shares of Class A Common Stock to be delivered upon exercise
of options granted under the Plan shall be made available,
at the discretion of the Board of Directors, either from the
authorized but unissued shares of the Company or from shares
reacquired by the Company, including shares purchased in the
open market.
(b) Subject to adjustments made pursuant to the
provisions of paragraph (c) of this Section 3, the aggregate
number of shares to be delivered upon exercise of all options
which may be granted under this Plan shall not exceed
250,000 shares. If an option granted under this Plan shall
expire or terminate for any reason during the term of the
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Plan, the shares subject to but not delivered under such
option shall be available for other options under the Plan.
(c) In the event of a merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in
corporate structure affecting the Company's Class A Common
Stock, such adjustment shall be made in the aggregate number
of shares subject to the Plan and the number and option
price of shares subject to options granted under the Plan as
may be determined to be appropriate by the Board of
Directors upon recommendation by the Committee.
Section 4. Eligibility and Participation. The
employees eligible to receive options shall consist of
salaried officers and other key employees of the Company and its
subsidiaries (whether or not directors of the Company).
Subject to the limitations of the Plan, the Committee shall
select the employees to be granted options, determine the
number and option price of the shares subject to each
option, and determine the times when each option shall be
granted and within which it may be exercised. More than one
option may be granted to the same employee.
Section 5. Option Period. The maximum period
during which each option may be exercised shall be fixed by
the Committee at the time such option is granted, but such
period in no event shall exceed ten years from the date the
option is granted.
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Section 6. Option Price and Payment. The price at
which shares may be purchased upon exercise of a particular
option shall be not less than 100 percent of the fair market
value of such shares on the day such option is granted, as
determined by the Committee. For this purpose such fair
market value shall be the average of the highest and lowest
prices at which the Company's Class A Common Stock is traded
on the American Stock Exchange or, if not so traded, the
average of the closing bid and asked prices thereof on such
Exchange as reported for the day the option is granted.
Section 7. Exercise of Options. (a) Each option
granted under this Plan may be exercised only after two
years of continued employment by the Company or its
subsidiaries immediately following the date the option is
granted and, except in case of death, retirement and
termination of employment as hereinafter provided, only during
the continuance of the optionee's employment with the Company
or one of its subsidiaries. The times when optioned
shares may be purchased and the number of shares which may
be purchased at such times shall be fixed by the Committee
and set forth in the option agreement. Subject to the
foregoing limitations and the terms and conditions of the
option agreement, each option shall be exercisable at any
time or from time to time, but no option may at any time be
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exercised in part with respect to fewer than twenty shares.
(b) The Company shall have no obligation to deliver
shares pursuant to the exercise of any option, in whole or
in part, until qualified for delivery under such laws and
regulations as may be deemed by the Company to be applicable
thereto and until payment in full of the option price
therefor is received by the Company in cash or cash
equivalent (or certificates representing shares of common
stock of the company having a market value equal to the
Option Price). No optionee, or the legal representative,
legatee, or distributee of any optionee, shall be or be
deemed to be a holder of any shares subject to such option
unless and until the certificate or certificates therefor
have been issued.
Section 8. Federal Withholding Tax. The Company
shall collect a Federal Withholding Tax from the optionee
when any option, other than an incentive stock option
granted in accordance with Section 13 of the Plan, is
exercised, in an amount equal to twenty percent (20%) of the
difference between the option price and the fair market
value of shares on the date of exercise of such option.
Section 9. Transferability of Options and Shares.
A Non-Qualified Stock Option granted under the Plan may not
be transferred except by will or by the laws of descent and
distribution and, during the lifetime of the employee to
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whom granted, may be exercised only by such employee. The
shares issued to an optionee pursuant to the exercise of an
Incentive Stock Option granted under the Plan may not be
assigned, transferred or alienated for a period of two (2)
years from the date of the issuance of such shares to such
optionee except by will or by the laws of descent and
distribution, and the Committee shall affix to the stock
certificate or certificates representing such shares an
appropriate legend evidencing such restriction.
Section 10. Death, Retirement, and Termination of
Employment. Any option, the period of which has not
theretofore expired, shall terminate at the time of the death of
the employee to whom granted or of the termination for any
reason of such employee's employment with the Company and
its subsidiaries, and no shares may thereafter be delivered
pursuant to such option, except that, subject to the
condition that no option may be exercised in whole or in part
after the expiration of the option period specified in the
option agreement:
(a) After termination of employment due to disability
or retirement under a retirement plan of the Company, unless
the Committee elects to cancel such option because of actions
of the employee deemed inimical to the best interests
of the Company, an optionee may, within one year after the
date of such termination, purchase from time to time some or
at any time all of the shares with respect to which such
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optionee was entitled to exercise such option immediately
prior to such termination, and
(b) After the death of any optionee while in active
service or of any such disabled or retired optionee within
the one-year period referred to in (a) above, the person or
persons to whom such optionee's rights under the option are
transferred by will or the laws of descent and distribution
may, within one year after the date of such optionee's
death, purchase from time to time some or at any time all of
the shares with respect to which such optionee was entitled
to exercise such option immediately prior to the death of the
optionee.
Section 11. Amendments and Discontinuance. The
Board of Directors may amend, suspend, or discontinue the
Plan, but may not, without the prior approval of the
shareholders or pursuant to Section 3(c) above, make any
amendment which operates (a) to abolish the Committee, change the
qualification of its members, or withdraw the administration
of the Plan from its supervision, (b) to make any material
change in the class of eligible employees as defined in the
Plan, (c) to increase the total number of shares for which
options may be granted under the Plan, (d) to extend the
terms of the Plan or the maximum option period, (e) to decrease
the minimum option price, or (f) to permit adjustment
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or reductions of the price at which shares may be purchased
under any option granted under the Plan.
Section 12. Effective Date. The Plan shall become
effective as of August 7, 1979, but all options granted
prior to the Company's 1980 Annual Meeting of Shareholders
shall be granted subject to approval of the Plan at that
meeting.
Section 13. Incentive Stock Options. Any option
granted under the Plan may be designated by the Committee as
an incentive stock option intended to qualify under Section
422A of the Internal Revenue Code. Any provision of the
Plan to the contrary notwithstanding, (i) no incentive stock
option shall be granted to any employee who, at the time
such incentive stock option is granted, owns stock
possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company or any
affiliate unless the purchase price under such incentive stock
option is at least 110 percent of the fair market value of
the Company's Class A Common Stock at the date of grant and
such incentive stock option is not exercisable after the
expiration of five years from the date of its grant, (ii) no
incentive stock option granted to any employee shall be
exercisable while there is outstanding (within the meaning
of Section 422A of the Internal Revenue Code) any incentive
stock option which was previously granted under the Plan or
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any other such plan to such employee to purchase shares of
Class A Common Stock (or any other stock of the Company) or
the stock of an affiliate (or any predecessor corporation of
the Company or an affiliate) and (iii) the sum of the fair
market value (determined as of the time an incentive stock
option is granted) of the Class A Common Stock for which an
employee may be granted incentive stock options under the
Plan and the fair market value (determined as of the time
such incentive stock options are granted) of the stock for
which such employee may be granted incentive stock options
under all other such plans of the Company or an affiliate
shall not, in any calendar year, exceed $100,000 plus any
"unused limit carryover" as provided in Section 422A of the
Internal Revenue Code. Unless otherwise determined by the
Committee in the case of stock of the Company or an affiliate
which is not listed or admitted to trading on the
American Stock Exchange, the term "fair market value" shall
have the meaning set forth in Section 6 hereof. As used
herein, the term "affiliate" means any parent or subsidiary
corporation of the Company within the meaning of Section
425(e) and (f) of the Internal Revenue Code.