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EXHIBIT 10.7
LORECOM TECHNOLOGIES, INC.
1999 LONG-TERM INCENTIVE PLAN
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LORECOM TECHNOLOGIES, INC.
1999 LONG-TERM INCENTIVE PLAN
INDEX
SECTION DESCRIPTION
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1 Purpose of the Plan
2 Definitions
3 Types of Awards Covered
4 Administration
5 Eligibility
6 Shares of Stock Subject to the Plan
7 Stock Options
8 Stock Appreciation Rights
9 Restricted Stock
10 Performance Awards
11 Other Stock-Based Incentive Awards
12 Exercise of Options
13 Rights in Event of Death or Disability
14 Award Agreements
15 Tax Withholding
16 Change of Control
17 Dilution or Other Adjustment
18 Transferability
19 Amendment or Termination
20 General Provisions
21 Plan Effective Date
22 Plan Termination
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LORECOM TECHNOLOGIES, INC.
1999 LONG-TERM INCENTIVE PLAN
SECTION 1
PURPOSE OF THE PLAN
1.1 The LORECOM Technologies, Inc. 1999 Long-term Incentive Plan (the "Plan"),
maintained by LORECOM Technologies, Inc., is intended to motivate persons
eligible to participate in the Plan to enhance shareholder value by offering
incentives to participants who are primarily responsible for the growth of the
Company and to attract and retain qualified employees.
SECTION 2
DEFINITIONS
2.1 Unless the context indicates otherwise, the following terms, when used in
this Plan, shall have the meanings set forth in this Section:
(a) "AWARD" shall mean grants or awards under this Plan in the form of
Options, SARs, Restricted Stock, Performance Awards or other stock-based
incentive awards.
(b) "BOARD" shall mean the Board of Directors of the Company.
(c) "CHANGE OF CONTROL" shall be deemed to have taken place on an
occurrence of an event as defined in Section 16 of this Plan.
(d) "CODE" shall mean the Internal Revenue Code of 1986 as it may be
amended from time to time and related Treasury Regulations.
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(e) "COMMITTEE" shall mean the Board, or any Committee comprised of
two or more Outside Directors, that may be designated by the Board to administer
the Plan, in accordance with Section 4 hereof.
(f) "COMMON STOCK" shall mean the common stock, par value $.01, of the
Company.
(g) "COMPANY" shall mean LORECOM Technologies, Inc.
(h) "DEFERRED SHARES" an award made pursuant to Section 11 of the Plan
of the right to receive Common Stock in lieu of cash thereof at the end of a
specified time period.
(i) "DIRECTOR" shall mean any member of the Board.
(j) "DISABILITY" shall mean permanent and total disability within the
meaning of Section 22(e)(3) of the Code.
(k) "EMPLOYEE" shall mean any full-time employee of the Company or its
Subsidiaries (including Directors who are otherwise employed on a full-time
basis by the Company or its Subsidiaries).
(l) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934 as
it may be amended from time to time.
(m) "FAIR MARKET VALUE" of the Common Stock on a given date shall be
based upon either (i) if the Common Stock is listed on a national securities
exchange or quoted in an interdealer quotation system, the last sales price, or,
if unavailable, the average of the closing bid and asked prices per share of the
Common Stock on such date (or, if there was no trading or quotation in the
Common Stock on such date, on the next preceding date on which there was trading
or quotation) as provided by one of such organizations or (ii) if the Common
Stock is not listed on a national securities exchange or quoted in an
interdealer quotation system, the price will be equal to the Company's fair
market value, as determined by the Committee in good faith based upon the best
available facts and circumstances at the time.
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(n) "GRANTEE" shall mean a person granted an Award under the Plan.
(o) "IMMEDIATE FAMILY" shall mean with respect to a given Grantee that
Grantee's spouse, children, or grandchildren (including adopted children or
grandchildren).
(p) "IPO DATE" shall mean the date of closing of the initial public
offering of the Company's Common Stock.
(q) "ISO" shall mean an Award granted pursuant to the Plan to purchase
shares of the Stock and is intended to qualify as an incentive stock option
under Section 422 of the Code, as now or hereafter constituted.
(r) "NON-EMPLOYEE DIRECTOR" shall mean a Director of the Company who
is not an Employee nor has been an Employee at any time during the prior
one-year period.
(s) "NQSO" shall mean an Award granted pursuant to the Plan to
purchase shares of stock and is not intended to qualify as an incentive stock
option under Section 422 of the Code, as now or hereafter constituted.
(t) "OPTIONS" shall mean stock options to purchase shares of Common
Stock at an exercise price established by the Committee. Options may be either
NQSOs or ISOs issued under and subject to the Plan.
(u) "OUTSIDE DIRECTOR" shall mean a director qualified to administer
this Plan as defined in Section 162(m) of the Code and the regulations
thereunder.
(v) "PERFORMANCE AWARDS" shall mean Awards under the Plan, payable in
cash, Common Stock, other securities or other awards and shall confer on the
holder thereof the right to receive payments upon the achievement of such
performance goals during such performance periods as the Committee shall
establish.
(w) "PERMITTED TRANSFEREE" shall mean any individual or entity as
defined in Section 18.2 of this Plan.
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(x) "PLAN" shall mean this LORECOM Technologies, Inc. 1999 Long-term
Incentive Plan as set forth herein and as amended from time to time.
(y) "RESTRICTED STOCK" shall mean an Award of Common Stock subject to
restrictions on transfer and/or such other restrictions on incidents of
ownership as the Committee may determine.
(z) "SAR" shall mean an Award constituting the right to receive, upon
surrender of the right, but without payment, an amount payable in cash.
(aa) "SUBSIDIARY or SUBSIDIARIES" shall mean any entity or entities in
which the Company owns a majority of the voting power.
(bb) "TEN PERCENT SHAREHOLDER" shall mean any Grantee who owns more
than 10% of the combined voting power of all classes of stock of the Company,
within the meaning of Section 422 of the Code.
SECTION 3
TYPES OF AWARDS COVERED
3.1 Awards granted under the Plan may be:
(a) Options, which may be designated as:
(i) NQSOs; or
(ii) ISOs;
(b) SARs;
(c) Restricted Stock;
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(d) Performance Awards; or
(e) other forms of stock-based incentive awards.
SECTION 4
ADMINISTRATION
4.1 The Plan shall be administered by the Committee, each Director of whom shall
be ineligible to participate in the Plan and shall otherwise qualify as an
Outside Director. Subject to the provisions of the Plan and applicable law, the
Committee shall have full discretion and the exclusive power to:
(a) select the Participants who will participate in the Plan and to
make Awards to such Participants;
(b) determine the time at which such Awards shall be granted;
(c) resolve all questions relating to the administration of the Plan;
(d) determine the form of an Award, the number of shares of Common
Stock subject to the Award, all the terms, conditions (including performance
requirements), restrictions and/or limitations, if any, of an Award, including
the time and conditions of exercise or vesting, and the terms of any Award
Agreement, which may include the waiver or amendment of prior terms and
conditions or acceleration or early vesting or payment of an Award under certain
circumstances determined by the Committee;
(e) determine whether Awards will be granted singly or in combination;
(f) accelerate the vesting, exercise or payment of an Award or the
performance period of an Award when such action or actions would be in the best
interest of the Company; and
(g) take any and all other action it deems necessary or advisable for
the proper operation or administration of the Plan.
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4.2 The Committee in its sole discretion shall have the authority, subject to
the provisions of the Plan, to establish, adopt, or revise such rules and
regulations and to make all such determinations relating to the Plan as it may
deem necessary or advisable for the administration of the Plan. The Committee's
interpretation of the Plan or any Awards granted pursuant thereto and all
decisions and determinations by the Committee with respect to the Plan shall be
final, binding, and conclusive on all parties.
4.3 The Committee may employ such legal counsel, consultants, and agents as it
may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. The Committee shall keep minutes of
its actions under the Plan.
4.4 Except to the extent prohibited by applicable law or the applicable rules of
a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation may be revoked by the
Committee at any time.
4.5 No member of the Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Awards granted hereunder. All members of the Committee shall be fully protected
by the Company in respect to any such action, determination or interpretation.
SECTION 5
ELIGIBILITY
5.1 The individuals who shall be eligible to participate in the Plan shall be
officers, management, and such other key Employees or key consultants of the
Company and Subsidiaries as the Committee may from time to time determine.
5.2 Directors of the Company who are not excluded from participation under
Section 4 shall be eligible to participate in the Plan subject to other
provisions of the Plan.
5.3 A Participant who has been granted an Award in one year shall not
necessarily be entitled to be granted Awards in subsequent years.
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SECTION 6
SHARES OF STOCK SUBJECT TO THE PLAN
6.1 Awards may be granted with respect to the Common Stock of the Company.
6.2 Shares delivered upon exercise of the Awards, at the election of the Board
of Directors of the Company, may be Common Stock that is authorized but
previously unissued, or stock reacquired by the Company, or both.
6.3 Subject to the provisions of Section 17, the maximum number of Shares
available for issuance under the Plan shall be at least 450,000; provided that,
the maximum number of shares of Common Stock for which ISOs may be granted under
the Plan shall not exceed 400,000 Shares (which number is subject to adjustment
as provided in Section 17.2).
6.4 Any shares of Common Stock subject to an Award under the Plan, which Award
for any reason expires, is cancelled or is terminated unexercised as to such
shares, shall again be available for the grant of other Awards under the Plan;
provided, however, that forfeited Common Stock or other securities shall not be
available for further Awards if the Grantee has realized any benefits of
ownership from such Common Stock.
SECTION 7
STOCK OPTIONS
7.1 The Committee may grant Options, as follows, which shall be evidenced by a
stock option agreement and may be designated as (i) NQSOs or (ii) ISOs:
(a) NQSOS
(i) An NQSO is a right to purchase a specified number of
shares of Common Stock during such time as the
Committee may determine, not to exceed ten years, at
a price determined by the Committee.
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(ii) The purchase price of the Common Stock subject to the
NQSO may be paid in cash. At the discretion of the
Committee, the purchase price may also be paid by the
tender of Common Stock or through a combination of
Common Stock and cash or through such other means as
the Committee determines are consistent with the
Plan's purpose and applicable law. No fractional
shares of Common Stock will be issued or accepted.
(iii) No NQSO may be exercised more than ten years after
the date the NQSO is granted.
(iv) The Committee may permit the person exercising the
NQSO, either on a selective or aggregate basis, to
simultaneously exercise the NQSO and sell the shares
of Common Stock acquired, pursuant to a brokerage or
similar arrangement approved in advance by the
Committee, and use the proceeds from sale as payment
of the exercise price of the NQSO.
(b) ISOS
(i) Notwithstanding anything to the contrary herein, all
ISOs shall, in addition to being subject to all
applicable terms, conditions, restrictions and/or
limitations established by the Committee, comply with
the requirements of Section 422 of the Code.
(ii) No ISO may be granted under the Plan to a person who
is not an Employee.
(iii) The aggregate Fair Market Value (determined at the
time of the grant of the Award) of the shares of
Common Stock subject to ISOs which are exercisable by
a Grantee for the first time during a particular
calendar year shall not exceed $100,000. To the
extent that ISOs granted to a Grantee exceed the
limitation set forth in the preceding sentence, ISOs
granted last shall be treated as NQSOs.
(iv) No ISO may be exercisable more than:
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a. in the case of a Grantee who is not a Ten
Percent Share holder, on the date the ISO is
granted, ten years after the date the ISO is
granted; and
b. in the case of a Grantee who is a Ten
Percent Shareholder, on the date the ISO is
granted, five years after the date the ISO
is granted.
(v) The exercise price of any ISO shall be determined by
the Committee and shall not be less than:
a. in the case of a Grantee who is not a Ten
Percent Shareholder on the date the ISO is
granted, the Fair Market Value of the Common
Stock subject to the ISO on such date; and
b. in the case of an employee who is a Ten
Percent Shareholder on the date the ISO is
granted, not less than 110 percent of the
Fair Market Value of the Common Stock
subject to the ISO on such date.
(vi) The Committee may provide that the option price under
an ISO may be paid by one or more of the methods
available for paying the option price of an NQSO per
Section 7.1(a).
7.2 Unless specified otherwise by the Committee in the stock option agreement,
Options shall: (i) become exercisable on the date of the grant as to 20% of the
number of shares covered by such Options, and as to an additional 20% of the
number of shares covered by such Options on each of the next four anniversaries
of the date of grant; provided, however, that the Grantee continues to be
employed by the Company on such date; and (ii) expire at the end of the maximum
time frame allowable under Sections 7.1(a)(iii) or 7.1(b)(iv), as applicable.
7.3 With respect to all or any portion of any Option granted under this Plan not
qualifying as an "incentive stock option" under Section 422 of the Code, such
Option shall be considered as a NQO granted under this Plan for all purposes.
Further, this Plan and any ISOs granted hereunder shall be deemed to have
incorporated by reference all the provisions and requirements of Section 422 of
the Code (and the Treasury Regulations
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issued thereunder) which are required to provide that all ISOs granted hereunder
shall be "incentive stock options" described in Section 422 of the Code.
SECTION 8
STOCK APPRECIATION RIGHTS
8.1 The amount payable with respect to each SAR shall be equal in value to the
applicable percentage of the excess, if any, of the Fair Market Value of a share
of Common Stock on the exercise date over the exercise price of the SAR. The
exercise price of the SAR shall be determined by the Committee and shall not be
less than the Fair Market Value of a share of Common Stock on the date the SAR
is granted. SARs may be granted in tandem with an Option, in which event, the
Grantee has the right to elect to exercise either the SAR or the Option. Upon
their election to exercise one of these Awards, the other Award is subsequently
terminated. SARs may also be granted as an independent Award.
8.2 In the case of an SAR granted in tandem with an ISO to an employee who is a
Ten Percent Shareholder on the date of such grant, the amount payable with
respect to each SAR shall be equal in value to the applicable percentage of the
excess, if any, of the Fair Market Value of a share of Common Stock on the
exercise date over the exercise price of the SAR, which exercise price shall not
be less than 110 percent of the Fair Market Value of a share of Common Stock on
the date the SAR is granted.
8.3 The applicable percentage and exercise price shall be established by the
Committee at the time the SAR is granted.
SECTION 9
RESTRICTED STOCK
9.1 Restricted Stock is Common Stock of the Company that is issued to a Grantee
at a price determined by the Committee, which price may be zero, and is subject
to restrictions on transfer and/or such other restrictions on incidents of
ownership as the Committee may determine.
9.2 Unless specified otherwise by the Committee in the award agreement, such
shares of Common Stock granted to a Grantee as an Award shall vest twenty
percent (20%) on
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the date of the grant as to 20% of the number of shares covered by such
Restricted Stock, and as to an additional 20% of the number of shares covered by
such Restricted Stock on each of the next four anniversaries of the date of
grant; provided, however that the Grantee continues to be employed by the
Company on such date.
9.3 The Committee may, in its discretion, provide for accelerated vesting of
Restricted Stock upon the achievement of specified performance goals to be
determined by the Committee.
SECTION 10
PERFORMANCE AWARDS
10.1 A Performance Award granted under the Plan:
o may be denominated or payable in cash, Common Stock,
Restricted Stock, other securities, or other Awards; and
o shall confer on the holder thereof the right to receive
payments, in whole or in part, upon the achievement of such
performance goals during such performance periods as the
Committee shall establish.
10.2 Subject to the terms of the Plan and any applicable Award agreement, the
performance goals to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award granted and the
amount of any payment or transfer to be made pursuant to any Performance Award
shall be determined by the Committee. Such performance goals that the Committee
may select may include but are not limited to: earnings before interest and
taxes, net income, gross sales, earnings per share, return on equity, return on
investment, economic value added, divisional performance goals, etc.
SECTION 11
OTHER STOCK-BASED INCENTIVE AWARDS
11.1 The Committee may from time to time grant Awards under this Plan that
provide a Grantee the right to purchase Common Stock or units that are valued by
reference to the Fair Market Value of the Common Stock (including, but not
limited to, phantom securities
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or dividend equivalents) or to receive Deferred Shares which are stock-based
incentive grants in lieu of a cash deferral of bonuses. Such Awards shall be in
a form determined by the Committee (and may include terms contingent upon a
change of control of the Company); provided that such Awards shall not be
inconsistent with the terms and purposes of the Plan.
11.2 The Committee shall determine the price of any Award and may accept any
lawful consideration.
SECTION 12
EXERCISE OF OPTIONS
12.1 The Committee may provide for the exercise of Options in installments and
upon such terms, conditions and restrictions as it may determine subject to
applicable law and the other requirements of this Plan.
12.2 The Committee may provide for termination of an Option in the case of
termination of employment or directorship or any other reason.
12.3 An Option granted hereunder shall be exercisable, in whole or in part, only
by written notice delivered in person or by mail to the Secretary of the Company
at its principal office, specifying the number of shares of Common Stock to be
purchased and accompanied by payment thereof and otherwise in accordance with
the stock option agreement pursuant to which the Option was granted.
SECTION 13
RIGHTS IN EVENT OF DEATH OR DISABILITY
13.1 If a Grantee dies or becomes subject to a Disability prior to termination
of his or her right to exercise an Option in accordance with the provisions of
his or her stock option agreement without having totally exercised the Option,
the stock option agreement may provide that the Option may be exercised, to the
extent that the shares with respect to the Option could have been exercised by
the Grantee on the date of his or her death or Disability, by (i), in the event
of the Grantee's death, the Grantee's estate or by the person who acquired the
right to exercise the Option by bequest or inheritance or (ii), in the event of
the Grantee's Disability, the Grantee or his or her personal representative.
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13.2 The date of Disability of a Grantee shall be determined by the Committee.
SECTION 14
AWARD AGREEMENTS
14.1 Each Award granted under the Plan shall be evidenced by an award agreement
between the Grantee to whom the Award is granted and the Company, setting forth
the number of shares of Common Stock, SARs, or units subject to the Award and
such other terms and conditions applicable to the Award not inconsistent with
the Plan as the Committee may deem appropriate.
14.2 The award agreement for an Option shall also be referred to as a stock
option agreement.
SECTION 15
TAX WITHHOLDING
15.1 The Committee may establish such rules and procedures as it considers
desirable in order to satisfy any obligation of the Company to withhold federal
income taxes or other taxes with respect to any Award made under the Plan. Such
rules and procedures may provide:
o in the case of Awards paid in shares of Common Stock, the
Company may withhold shares of Common Stock otherwise issuable
upon exercise of such Award in order to satisfy withholding
obligations, unless otherwise instructed by the Grantee or
unless the Committee determines otherwise at the time of
Grant; and
o in the case of an Award paid in cash, that the withholding
obligation shall be satisfied by withholding the applicable
amount and paying the net amount in cash to the Grantee.
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SECTION 16
CHANGE OF CONTROL
16.1 For the purpose of the Plan, a "Change of Control" shall be deemed to have
occurred if, after the IPO Date:
o the Company is merged or consolidated with another corporation
and as a result of such merger or consolidation less than 50%
of the outstanding voting securities of the surviving or
resulting corporation are owned in the aggregate by the former
shareholders of the Company;
o the Company sells, leases or exchanges all or substantially
all of its assets to another corporation, which is not a
wholly-owned Subsidiary of the Company;
o any person or "group" within the meaning of Section 13(d)(3)
of the Exchange Act acquires (together with voting securities
of the Company held by such person or "group") 50% or more of
the outstanding voting securities of the Company (whether
directly, indirectly, beneficially or of record) pursuant to
any transaction or combination of transactions;
o there is a change of control of the Company of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange
Act, whether or not the Company is then subject to such
reporting requirements; or
o the individuals who, at the beginning of any period of twelve
consecutive months, constituted the Board of Directors cease,
for any reason, to constitute at least a majority thereof,
unless the nomination for election or election by the
Company's shareholders of each new Director of the Company was
approved by a vote of at least two-thirds of the Directors
then still in office who either were Directors at the
beginning of such period or whose election or nomination for
election was previously so approved.
16.2 In the event of a Change of Control affecting the Company, then,
notwithstanding any provision of the Plan or of any provisions of any Award
agreements entered into between the Company and any Grantee to the contrary, all
Awards that have not expired
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and which are then held by any Grantee (or the person or persons to whom any
deceased Grantee's rights have been transferred) shall, as of such Change of
Control, become fully and immediately vested and exercisable and may be
exercised for the remaining term of such Awards.
SECTION 17
DILUTION OR OTHER ADJUSTMENT
17.1 If the Company is a party to any merger or consolidation, or undergoes any
merger, consolidation, separation, reorganization, liquidation or the like, the
Committee shall have the power to make arrangements, which shall be binding upon
the holders of unexpired Awards, for the substitution of new Awards for, or the
assumption by another corporation of, any unexpired Awards then outstanding
hereunder.
17.2 In the event of a reclassification, stock split, combination of shares,
separation (including a spin-off), dividend on shares of the Common Stock
payable in stock or other similar change in capitalization or in the corporate
structure of shares of the Common Stock, the Committee shall conclusively
determine the appropriate adjustment in the option prices of outstanding
Options, and the number and kind of shares or other securities as to which
outstanding Awards shall be exercisable, and in the aggregate number of shares
with respect to which Awards may be granted. No adjustment shall be made for
issuances of additional shares of Common Stock by the Company for consideration.
17.3 The number of shares reserved under the Plan shall adjust as the number of
shares of Common Stock increase or decrease as provided in Section 6.3 of this
Plan.
SECTION 18
TRANSFERABILITY
18.1 No Award, other than an NQSO, shall be sold, pledged, assigned,
transferred, or encumbered by a Grantee other than by will or by the laws of
descent and distribution.
18.2 Only an NQSO may be pledged, assigned, transferred, or gifted by a Grantee
to another individual provided that the NQSO is pledged, assigned, transferred
or gifted without consideration by a Grantee, subject to such rules as the
Committee may adopt, to (i) a member of the Grantee's immediate family, (ii) a
trust solely for the benefit of the
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Grantee and his or her immediate family or (iii) a partnership or limited
liability company whose only partners or members are the Grantee and his or her
Immediate Family (hereinafter referred to as the "Permitted Transferee");
provided that the Committee is notified in advance in writing of the terms and
conditions of any proposed pledge, assignment, transfer, or gift and the
Committee determines that such pledge, assignment, transfer or gift complies
with the requirements of the Plan and the applicable Award agreement.
18.3 Any pledge, assignment or gift of an Award that does not comply with the
provisions of the Plan and the applicable Award agreement shall be void and
unenforce able against the Company.
18.4 All terms and conditions of a pledged, assigned, transferred or gifted
Award shall apply to the beneficiary, executor, administrator, and Permitted
Transferee, whether one or more, of the Grantee (including the beneficiary,
executory and administratory of a Permitted Transferee), including the right to
amend the applicable Award agreement; provided that the Permitted Transferee
shall not pledge, assign, transfer, or gift an Award other than by will or by
the laws of descent and distribution.
SECTION 19
AMENDMENT OR TERMINATION
19.1 The Committee may at any time amend, suspend or terminate the Plan;
provided, that:
o no change in any Awards previously granted may be made without
the consent of the holder thereof; and
o if required by law, such amendment shall be subject to
approval of the holders of a majority of the outstanding
voting shares of the Company.
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SECTION 20
GENERAL PROVISIONS
20.1 No Awards may be exercised by a Grantee if such exercise, and the receipt
of cash or stock thereunder, would be, in the opinion of counsel selected by the
Company, contrary to law or the regulations of any duly constituted authority
having jurisdiction over the Plan.
20.2 A bona fide leave of absence approved by a duly constituted officer of the
Company shall not be considered interruption or termination of service of any
Grantee for any purposes of the Plan or Awards granted thereunder, except that
no Awards may be granted to an Employee while he or she is on a bona fide leave
of absence.
20.3 No Grantee shall have any rights as a shareholder with respect to any
shares subject to Awards granted to him or her under the Plan prior to the date
as of which he or she is actually recorded as the holder of such shares upon the
stock records of the Company.
20.4 Nothing contained in the Plan or in an Award agreement granted thereunder
shall confer upon any Grantee any right to (i) continue in the employ of the
Company or any of its Subsidiaries or continue serving on the Board of Directors
of the Company or (ii) interfere in any way with the right of the Company or any
of its Subsidiaries to terminate the Grantee's employment at any time or service
on the Board.
20.5 Any Award agreement may provide that stock issued upon exercise of any
Awards may be subject to such restrictions, including, without limitation,
restrictions as to transferability and restrictions constituting substantial
risks of forfeiture as the Committee may determine at the time such Award is
granted.
20.6 The Plan shall be governed by and construed in accordance with the laws of
the State of Oklahoma except as superseded by applicable Federal law.
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SECTION 21
PLAN EFFECTIVE DATE
21.1 The Plan shall become effective on the IPO Date, subject to approval of the
Plan by the holders of a majority of the outstanding voting shares of the
Company within twelve (12) months after the date of the Plan's adoption by said
Board of Directors. In the event of the failure to obtain such shareholder
approval, the Plan and any Awards granted thereunder, shall be null and void and
the Company shall have no liability thereunder.
21.2 No Award granted under the Plan shall be exercisable until such shareholder
approval has been obtained.
SECTION 22
PLAN TERMINATION
22.1 No Award may be granted under the Plan on or after the date which is ten
years following the effective date specified in Section 21, but Awards
previously granted may be exercised in accordance with their terms.
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