ALLTRISTA CORPORATION
1998 LONG-TERM EQUITY INCENTIVE PLAN
(AS AMENDED AND RESTATED AS OF NOVEMBER 8, 2001)
ARTICLE I
ESTABLISHMENT AND PURPOSE
Section 1.01. Establishment and Term of Plan. Alltrista Corporation, an
Indiana corporation ("Alltrista" or the "Company"), has established the
Alltrista Corporation 1998 Long-Term Equity Incentive Plan (the "Plan"),
effective as of January 1, 1998, subject to the approval of the Plan at the next
Annual Meeting of Shareholders of Alltrista Corporation by the holders of a
majority of the shares of Alltrista common stock entitled to vote at that
meeting.
Section 1.02. Purpose. The Plan is designed to promote the interests of
Alltrista Corporation (the "Company"), its subsidiaries, and its shareholders by
providing stock-based incentives to selected key employees and Non-Employee
Directors who are expected to contribute materially to the success of the
Company and its subsidiaries. The purpose of the Plan is to provide a means of
rewarding outstanding performance and to provide an opportunity to increase the
personal ownership interest of its key employees and Non-Employee Directors in
the continued success of the Company. The Company believes that the Plan will
assist its efforts to attract and retain quality employees and Non-Employee
Directors.
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. When capitalized in this Plan, unless the
context otherwise requires:
(a) "Award" means a grant made to a Participant pursuant to Article VI of
this Plan.
(b) "Award Agreement" means a written instrument between the Company and
a Participant evidencing an Award and prescribing the terms,
conditions, and restrictions applicable to the Award.
(c) "Board of Directors" means the Board of Directors of Alltrista
Corporation as constituted at any time.
(d) "Change In Control" means the first to occur of the following events:
(i) any "person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company or any Subsidiary of the Company, or any company
owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as
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their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 30 percent or more of the combined voting power of
the Company's then outstanding securities;
(ii) at any time during any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board and any new director (other than a director whose initial
assumption of office in connection with an actual or threatened
election contest, including but not limited to a consent
solicitation, relating to the election of directors of the
Company, including but not limited to Messrs. Martin E. Franklin
and Ian G.H. Ashken) whose election by the Board or nomination
for election by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute at least a majority thereof;
(iii)the stockholders of the Company approve a merger or
consolidation of the Company with any other company, other than
(1) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
more than 50 percent of the combined voting power of the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (2) a merger
or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person acquires 50
percent or more of the combined voting power of the Company's
then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means a committee consisting of two or more non-employee
directors (within the meaning of Rule 16b-3 of the 1934 Securities
Exchange Act) designated by the Board of Directors.
(g) "Common Share" means a share of common stock of Alltrista
Corporation.
(h) "Common Shares Outstanding" means the total number of Common Shares
outstanding as reflected in the Company's financial statements as of
the most recent fiscal year-end.
(i) "Company" means Alltrista Corporation.
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(j) "Director" means a director of the Company.
(k) "Director Option" means a right to purchase Common Shares granted to
a Director pursuant to Article VII.
(l) "Disabled" or "Disability" means a permanent disability as defined in
the applicable long-term disability plan of the Company; except that
"Disabled" or "Disability" with respect to Director Options shall
mean total and permanent disability as defined in Section 22(e)(3) of
the Code.
(m) "Employee" means any individual employed by the Company or any of its
Subsidiaries, including officers and Employees who are members of the
Board of Directors of the Company or any of its Subsidiaries.
(n) "Fair Market Value" of Common Shares means the value of the Common
Shares determined by the Committee, or pursuant to rules established
by the Committee on a basis consistent with regulations under the
Code.
(o) "Incentive Stock Options" means stock options which qualify under and
meet the requirements of Section 422 of the Code.
(p) "Non-Employee Director" means any Director of the Company who is not
an Employee of the Company or any of its Subsidiaries.
(q) "Non-Qualified Stock Options" means stock options which do not
qualify under or meet the requirements of Section 422 of the Code.
(r) "Participant" means any person to whom an Award has been granted
under this Plan.
(s) "Plan" means this Alltrista Corporation 1998 Long-Term Equity
Incentive Plan authorized by the Board of Directors at its meeting
held on January 30, 1998, as such Plan from time to time may be
amended as herein provided.
(t) "Restricted Stock" means an Award of Common Shares that are
nontransferable and are subject to a substantial risk of forfeiture.
(u) "Retirement" means, in the case of an Employee, the termination of
all employment with the Company and its subsidiaries for any reason
other than death after the day on which the employee has attained age
55. Retirement means, in the case of a Non-Employee Director,
termination of all service as a Director for any reason other than
death or Total Disability after the Director has reached age 70.
(v) "Rule 16b-3" means Rule 16b-3 under the Securities Exchange Act of
1934, as amended.
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(w) "Stock Appreciation Right" has the meaning given to it in Section
6.02(b).
(x) "Stock Equivalent Unit" means an Award that is valued by reference to
the value of Common Shares.
(y) "Stock Options" means the Incentive Stock Options and the
Non-Qualified Stock Options issued pursuant to the Plan.
(z) "Subsidiary" means any company (other than the Company) in an
unbroken chain of companies beginning with the Company if, at the
date of grant, each of the companies other than the last company in
the unbroken chain owns stock possessing 50 percent or more of the
total combined voting power of all classes of stock in one of the
other companies in such chain.
ARTICLE III
ADMINISTRATION
Section 3.01. Administrative Committee. The Plan shall be administered by
the Committee, which shall serve at the pleasure of the Board of Directors. The
Committee shall have full authority to administer the Plan, including authority
to interpret and construe any provision of the Plan and to adopt such rules and
regulations for administering the Plan as it may deem necessary to comply with
the requirements of the Plan or any applicable law.
Section 3.02. Powers of the Committee. The Committee shall, subject to the
terms of this Plan, have the authority to: (i) select the eligible employees who
shall receive Awards, (ii) grant Awards (other than Director Options), (iii)
determine the types and sizes of Awards to be granted to employees, (iv)
determine the terms, conditions, vesting periods, and restrictions applicable to
Awards (other than Director Options), (v) adopt, alter, and repeal
administrative rules and practices governing this Plan, (vi) interpret the terms
and provisions of this Plan and any Awards granted under this Plan, (vii)
prescribe the forms of any Award Agreements or other instruments relating to
Awards, and (viii) otherwise supervise the administration of this Plan. The
Committee may delegate any of its authority to any other person or persons that
it deems appropriate with respect to awards granted to employees who are not
officers of the Company.
Section 3.03. Actions of the Committee. All actions taken and all
interpretations and determinations made in good faith by the Committee, or made
by any other person or persons to whom the Committee has delegated authority,
shall be final and binding upon all Participants, the Company, and all other
interested persons. All decisions by the Committee shall be made with the
approval of not less than a majority of its members. Members of the Committee
who are eligible for Awards may vote on any matters affecting the administration
of the Plan or the grant of any Awards pursuant to the Plan, except that no such
member shall act upon the granting of an Award to himself; but any such member
may be counted in determining the existence of a quorum of the Committee.
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ARTICLE IV
ELIGIBILITY
Section 4.01. Employees. Any employee of the Company or any of its
Subsidiaries who, in the judgment of the Committee serves the Company or a
Subsidiary in a key executive, administrative, professional, or technical
capacity, shall be eligible for the grant of Awards (other than Director
Options). The selection of the employees to receive Awards (other than Director
Options) shall be within the discretion of the Committee. More than one Award
may be granted to the same employee.
Section 4.02. Non-Employee Directors. All Non-Employee Directors are
eligible for the grant of Director Options, as provided in Section 7 of this
Plan. Non-Employee Directors are not, however, eligible for the grant of any
Awards other than Director Options.
ARTICLE V
SHARES SUBJECT TO AWARDS; ADJUSTMENT
Section 5.01. Number of Common Shares. The shares subject to the Awards and
other provisions of the Plan shall be the Company's authorized, but unissued, or
reacquired Common Shares. The aggregate number of Common Shares that may be
subject to Awards granted under this Plan shall not exceed 581,383, or 437,040,
being the number of shares under the Plan net of shares issued and outstanding.
No employee of the Company may receive options or stock appreciation rights
covering more than 400,000 Common Shares in any calendar year.
The assumption of awards granted by an organization acquired by the Company,
or the grant of Awards under this Plan in substitution for any such awards,
shall not reduce the number of Common Shares available for the grant of Awards
under this Plan. Common Shares subject to an Award that is forfeited,
terminated, or canceled without having been exercised (other than Common Shares
subject to a Stock Option that is canceled upon the exercise of a related Stock
Appreciation Right) shall again be available for grant under this Plan, subject
to the limitations noted in the foregoing paragraph of this Section 5.01.
Section 5.02. Adjustment. In the event of any change in the Common Shares by
reason of a merger, consolidation, reorganization, recapitalization, or similar
transaction, or in the event of a stock split-up, spin-off, split-off, stock
dividend, or distribution to shareholders (other than normal cash dividends),
the Committee shall adjust the number and class of shares that may be issued
under this Plan, the aggregate number of Common Shares that may be issued under
the Plan upon the exercise of Incentive Stock Options, the number and class of
shares subject to outstanding Awards, the exercise price applicable to
outstanding Awards, and the Fair Market Value of the Common Shares and other
value determinations applicable to outstanding Awards, as appropriate. All
determinations made by the Committee with respect to adjustments under this
Section 5.02 shall be conclusive and binding for all purposes of the Plan.
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ARTICLE VI
AWARDS
Section 6.01. Grant of Awards. Awards authorized under this Article VI may
be granted pursuant to another incentive program which incorporates by reference
the terms and conditions of this Plan. Awards may be granted singly or in
combination or tandem with other Awards. Awards may also be granted in
replacement of, or in substitution for, other awards granted by the Company
whether or not such other awards were granted under this Plan; without limiting
the foregoing, if a Participant pays all or part of the exercise price or taxes
associated with an Award by the transfer of Common Shares or the surrender of
all or part of an Award (including the Award being exercised), the Committee
may, in its discretion, grant a new Award to replace the Common Shares that were
transferred or the Award that was surrendered. The Company may assume awards
granted by an organization acquired by the Company or may grant Awards in
replacement of, or in substitution for, any such awards.
Section 6.02. Types of Awards. Awards may include, but are not limited to,
the following:
(a) Director Option. A right to purchase Common Shares granted to a
Director pursuant to Article VII of this Plan.
(b) Stock Appreciation Right. A right to receive a payment, in cash or
Common Shares, equal to the excess of (A) the Fair Market Value, or other
specified valuation, of a specified number of Common Shares on the date the
right is exercised over (B) the Fair Market Value, or other specified
valuation, on the date the right is granted, all as determined by the
Committee. The right may be conditioned upon the occurrence of certain
events, such as a Change In Control, or may be unconditional, as determined
by the Committee.
(c) Stock Award. An Award that is made in Common Shares, Restricted
Stock, or Stock Equivalent Units or that is otherwise based on, or valued in
whole or in part by reference to, the Common Shares. All or part of any
Stock Award may be subject to conditions, restrictions, and risks of
forfeiture, as and to the extent established by the Committee. Stock Awards
may be based on the Fair Market Value of the Common Shares, or on other
specified values or methods of valuation, as determined by the Committee.
(d) Stock Option. A right to purchase a specified number of Common
Shares, during a specified period, and at a specified exercise price, all as
determined by the Committee. A Stock Option may be an Incentive Stock Option
or a Non-Qualified Stock Option. In addition to the terms, conditions,
vesting periods, and restrictions established by the Committee in the Award
Agreement, Incentive Stock Options must comply with the requirements of
Section 422 of the Code, Section 6.03(f), and this Article VI.
Section 6.03. Term and Conditions of Awards; Agreements. Awards granted
under the Plan shall be evidenced by a written agreement ("Award Agreement")
executed by the Company and the Participant, which shall contain such terms and
be in such form as the Committee may from time to time approve, subject to the
following limitations and conditions;
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(a) Number of Shares. The Award Agreement shall state, as appropriate,
the type and total number of shares (i) granted, (ii) with respect to which
Stock Appreciation Rights or Stock Equivalent Units are granted, and/or
(iii) with respect to which Stock Options are granted.
(b) Award Prices. The Award Agreement shall state, as applicable, the
price per share of the Common Shares with respect to which Stock Options are
issued and the Fair Market Value or other appropriate valuation of Common
Shares with respect to which Stock Appreciation Rights are issued. The price
or other value shall be determined by the Committee. For Incentive Stock
Options, the exercise price shall satisfy all of the requirements of the
Code and of Section 6.03(f) of this Plan.
(c) Payment of Exercise Price; Deferral. The exercise price of a Stock
Option (other than an Incentive Stock Option), Director Option, Stock
Appreciation Right, and any Stock Award for which the Committee has
established an exercise price may be paid in cash, by the transfer of Common
Shares, by the surrender of all or part of an Award (including the Award
being exercised), or by a combination of these methods, as and to the extent
permitted by the Committee. The exercise price of an Incentive Stock Option
may be paid in cash, by the transfer of Common Shares, or by a combination
of these methods, as and to the extent permitted by the Committee at the
time of grant, but may not be paid by the surrender of all or part of an
Award. The Committee may prescribe any other method of paying the exercise
price that it determines to be consistent with applicable law and the
purpose of this Plan.
With the approval of the Committee, the delivery of the Common Shares,
cash, or any combination thereof subject to an Award (other than Director
Options) may be deferred, either in the form of installments or a single
future delivery. The Committee may also permit selected Participants to
defer the payment of some or all of their Awards, as well as other
compensation, in accordance with procedures established by the Committee to
assure that the recognition of taxable income is deferred under the Code.
Deferred amounts may, to the extent permitted by the Committee, be credited
as cash or Stock Equivalent Units. The Committee may also establish rules
and procedures for the crediting of interest on deferred cash payments and
dividend equivalents on Awards.
(d) Issuance of Shares and Compliance with Securities Laws. The Company
may postpone the issuance and delivery of certificates representing shares
until (a) the admission of such shares to listing on any stock exchange on
which shares of the Company of the same class are then listed and (b) the
completion of such registration or other qualification of such shares under
any state or federal law, rule, or regulation as the Company shall determine
to be necessary or advisable, which registration or other qualification the
Company shall use its best efforts to complete; provided, however, a person
purchasing shares pursuant to the Plan has no right to require the Company
to register the Common Shares under federal or state securities laws at any
time. Any person purchasing shares pursuant to the Plan may be required to
make such representations and furnish such information as may, in the
opinion of counsel for the Company, be appropriate to permit the Company, in
light of the existence or
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non-existence with respect to such shares of an effective registration under
the Securities Act of 1933, as amended, or any similar state statute, to
issue the shares in compliance with the provisions of those or any
comparable acts.
(e) Rights as a Shareholder. Unless otherwise provided by the Board of
Directors or the Committee, a Participant shall have rights as a shareholder
with respect to shares covered by an Award, including voting rights or
rights to dividends, only upon the date of issuance of a certificate to him
and, if payment is required, only after such shares are fully paid.
(f) Incentive Stock Options. To the extent any Award granted pursuant to
this Plan contains an Incentive Stock Option, the following limitations and
conditions shall apply to such Incentive Stock Option and the Award
Agreement relating thereto in addition to the terms and conditions provided
herein:
(i) Price. The price of an Incentive Stock Option shall be an
amount per share not less than the Fair Market Value per
share of the Common Shares on the date of granting of the
option. In the case of Incentive Stock Options granted to
an employee of the Company who is a 10% Shareholder, the
option price shall be an amount per share not less than
one hundred ten percent (110%) of the Fair Market Value
per share of the Common Shares on the date of the granting
of the Incentive Stock Option.
(ii) Exercise Period. Unless terminated earlier pursuant to
other terms and provisions of the Award Agreement, the
term of each Incentive Stock Option shall expire within
the period prescribed in the agreement relating thereto,
which shall not be more than five (5) years from the date
the Incentive Stock Option is granted, if the Participant
is a 10% Shareholder, and not more than ten (10) years
from the date the Incentive Stock Option is granted, if
the Participant is not a 10% Shareholder.
(iii) Limitation on Grants. No Incentive Stock Option shall be
granted under this Plan after January 30, 2008.
(iv) Limitation on Transferability. No Incentive Stock Option
shall be assignable or transferable except by will or
under the laws of descent and distribution. During the
lifetime of a Participant, the Incentive Stock Option
shall be exercisable only by the Participant and may not
be transferred or assigned pursuant to a qualified
domestic relations order.
(v) Maximum Exercise Rule. The aggregate Fair Market Value
(determined at the time the option is granted) of the shares
with respect to which Incentive Stock Options are
exercisable for the first time by an employee during any
calendar year under all such plans of the Company and any
parent or subsidiary corporation of the Company shall not
exceed One Hundred Thousand Dollars ($100,000).
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(g) Termination of Awards Under Certain Conditions. The Committee may
cancel any unexpired, unpaid, or deferred Awards at any time, if the
Participant is not in compliance with all applicable provisions of this
Plan or with any Award Agreement or if the Participant, whether or not he
or she is currently employed by the Company, engages in any of the
following activities without the prior written consent of the Company:
(i) Directly or indirectly renders services to or for an
organization, or engages in a business that is, in the
judgment of the Committee, in competition with the Company.
(ii) Discloses to anyone outside of the Company, or uses for any
purpose other than the Company's business, any confidential
or proprietary information or material relating to the
Company, whether acquired by the Participant during or after
employment with the Company.
The Committee may, in its discretion and as a condition to the exercise of
an Award, require a Participant to acknowledge in writing that he or she is in
compliance with all applicable provisions of this Plan and of any Award
Agreement and has not engaged in any activities referred to in clauses (i) and
(ii) above.
(h) Nontransferability. Unless otherwise determined by the Committee
and provided in the Award Agreement, (i) no Award granted under this Plan
may be transferred or assigned by the Participant to whom it is granted
other than by will, pursuant to the laws of descent and distribution, or
pursuant to a qualified domestic relations order, and (ii) an Award
granted under this Plan may be exercised, during the Participant's
lifetime, only by the Participant or by the Participant's guardian or
legal representative
Section 6.04. Election to Defer Grant or Receipt of Award. Notwithstanding
any provision herein to the contrary, the Committee may provide, in any Award
Agreement or in any program granting Awards under this Plan, that the
Participant may elect to defer receipt of the Award as provided in the Award
Agreement or program.
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ARTICLE VII
DIRECTOR OPTIONS
Section 7.01. Grant of Director Options.
(a) Administration. A committee formed by only those Directors other
than Non-Employee Directors shall have full authority to administer
Director Options, including authority to require that any Non-Employee
Director sign an Award Agreement as a condition of receiving a Director
Option.
(b) Granting of Director Options. Each individual serving as a
Non-Employee Director on April 30 in any year after 1998 shall
automatically receive a Director Option, effective on such date.
Section 7.02. Number of Common Shares Subject to Each Director Option. Each
Director Option shall entitle the Non-Employee Director the right to purchase
1,000 Common Shares on the terms and conditions specified herein.
Section 7.03. Exercise Price. The exercise price of the Common Shares
subject to each Director Option shall be the Fair Market Value of the Common
Shares at the date of grant.
Section 7.04. Date Director Options Become Exercisable. Unless otherwise
established by the Board of Directors, each Director Option shall become
exercisable in full twelve months after the date of grant; provided, however,
all Director Options shall become exercisable in full (i) upon a Change in
Control, (ii) in accordance with the terms of Section 7.06, or (iii) upon
attainment by the Non-Employee Director of age 70.
Section 7.05. Expiration Date. Unless terminated earlier pursuant to the
terms of this Plan, each Director Option shall terminate, and the right of the
holder to purchase Common Shares upon exercise of the Director Option shall
expire, at the close of business on the tenth anniversary date of the date of
grant
Section 7.06. Continuous Service as a Director. No Director Option may be
exercised unless the Non-Employee Director to whom the Director Option was
granted has continued to be a Non-Employee Director from the time of grant
through the time of exercise, except as provided in Section 7.04 and this
Section 7.06.
(a) Termination. If the service in office of a Non-Employee Director is
terminated for any reason other than those set forth in Section 7.06(b) and
7.06(c) hereof, the holder of the Director Option may exercise the Director
Option only within the 30-day period immediately following such termination
and only to the extent such Director Option was exercisable at the date of
such termination.
(b) Retirement or Disability. If the service in office of a
Non-Employee Director is terminated due to the Retirement or Disability of
the Non-Employee Director, then the Non-
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Employee Director, or his legal representative if he becomes incapacitated,
shall have the right to exercise the Director Option in full prior to the
earlier of (i) twelve months after the date of the Non-Employee Director's
Retirement or Disability and (ii) the expiration of the Director Option.
(c) Death. If the service in office of a Non-Employee Director is
terminated due to the death of the Non-Employee Director, the Non-Employee
Director's estate, executor, administrator, personal representative, or
beneficiary shall have the right to exercise the Director Option in full
prior to the earlier of (i) twelve months after the date of the
Non-Employee Director's death and (ii) the expiration of the Director
Option.
(d) Employed by Company. If a Non-Employee Director ceases to be a
Non-Employee Director by reason of his or her employment by the Company,
the Director Option granted to that Non-Employee Director shall be treated
the same as Stock Options held by employees and shall continue to be
exercisable prior to the expiration of the Director Option, subject to the
limitations on exercise following termination of employment established by
the Committee pursuant to Article IX of this Plan.
ARTICLE VIII
TAX WITHHOLDING OBLIGATIONS
Prior to the payment of an Award, the Corporation may withhold, or require
a Participant to remit to the Corporation, an amount sufficient to pay any
federal, state, and local withholding taxes associated with the Award. The
Committee may, in its discretion and subject to such rules as the Committee may
adopt, permit a Participant to pay any or all withholding taxes associated with
the Award in cash, by the transfer of Common Shares, by the surrender of all or
part of an Award (including the Award being exercised), or by a combination of
these methods
ARTICLE IX
TERMINATION OF EMPLOYMENT
Section 9.01. Termination of Employment. Unless the Committee provides
otherwise in the Award Agreement, if a Participant's employment with the Company
or a Subsidiary terminates for any reason other than Retirement, Disability, or
death of the Participant, he may, but only within the 30-day period immediately
following such termination of employment and in no event later than the
expiration date specified in the Award Agreement, exercise his Award to the
extent that he was entitled to exercise at the date of such termination. The
transfer of an employee from the employ of the Company to a Subsidiary, or vice
versa, or from one Subsidiary to another Subsidiary shall not be deemed a
termination of employment for purpose of the Plan.
Section 9.02. Retirement or Disability. Unless the Committee provides
otherwise in the Award Agreement, if a Participant's employment with the Company
or any Subsidiary terminates due to Retirement or Disability, he may, but only
within the two-year period immediately following such termination of employment
and in no event later than the expiration date
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specified in the Award Agreement, exercise his Award to the extent that he was
entitled to exercise it at the date of such termination. Unless the Committee
provides otherwise in the Award Agreement, if the Award being exercised under
this paragraph is an Incentive Stock Option, it may be exercised as such only
during the three-month period immediately following such Retirement or
Disability and in no event later than the expiration date specified in the Award
Agreement. During the remainder of the two-year period (or, if shorter, the
exercise period specified in the Award Agreement), the option may be exercised
as a Non-Qualified Stock Option.
Section 9.03. Death. Unless the Committee provides otherwise in the Award
Agreement, if a Participant dies (whether prior to or after termination of
employment) while he is entitled to exercise an Award, it may be exercised
within the twelve-month period immediately following the Participant's death by
the person or persons to whom his rights to it shall pass by his will or by the
applicable laws of descent and distribution; provided, however, that no such
Award may be exercised after the expiration date specified in the Award
Agreement. Unless the Committee provides otherwise in the Award Agreement, if
the Award being exercised under this paragraph is an Incentive Stock Option, it
may be exercised as such only during the three-month period immediately
following the Participant's death and in no event later than the expiration date
specified in the Award Agreement. During the remainder of such twelve-month
period (or, if shorter, the exercise period specified in the Award Agreement),
the option may be exercised as a Non-Qualified Stock Option.
ARTICLE X
CHANGE IN CONTROL
Unless and to the extent the terms and conditions of a change in control
agreement between the Company and a Participant provide otherwise, in the event
of a Change In Control of the Company, unless and to the extent otherwise
determined by the Board of Directors, (i) all Stock Appreciation Rights, Stock
Options, and other Stock Purchase Rights then outstanding will become fully
exercisable as of the date of the Change In Control, and (ii) all restrictions
and conditions applicable to Restricted Stock and other Stock Awards will be
deemed to have been satisfied as of the Date of the Change In Control. Any such
determination by the Board of Directors that is made after the occurrence of a
Change In Control will not be effective unless a majority of the Directors then
in office were in office at the beginning of a period of 24 consecutive months
and the determination is approved by a majority of such Directors.
ARTICLE XI
AMENDMENT OF PLAN, AWARDS
Section 11.01. Amendment, Suspension, or Termination of this Plan. The
Board of Directors may from time to time amend, suspend, or terminate this Plan
at any time and, in accordance with such amendments, may thereupon change terms
and conditions of any Awards not theretofore issued. Shareholder approval for
any such amendment will be required only to
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the extent necessary to satisfy the rules of the New York Stock Exchange, or any
national exchange on which the Common Shares are listed, or to satisfy any
applicable federal or state law or regulation.
Section 11.02. Amendment of Outstanding Awards. The Committee may, in its
discretion, amend the terms of any Award (other than a Director Option),
prospectively or retroactively, but no such amendment may impair the rights of
any Participant without his or her consent. Shareholder approval for any such
amendment will be required only to the extent necessary to satisfy the rules of
the New York Stock Exchange, or any national exchange on which the Common Shares
are listed, or to satisfy any applicable federal or state law or regulation. The
Committee may, in whole or in part, waive any restrictions or conditions
applicable to, or accelerate the vesting of, any Award (other than a Director
Option).
ARTICLE XII
MISCELLANEOUS
Section 12.01. Governing Law. The interpretation, validity, and enforcement
of this Plan will, to the extent not otherwise governed by the Code or the
securities laws of the United States, be governed by the laws of the State of
Indiana.
Section 12.02. Rights of Employees. Nothing in this Plan will confer upon
any Participant the right to continued employment by the Company or limit in any
way the Company's right to terminate any Participant's employment at will.
ARTICLE XIII
PAYMENTS TO A TRUST
The Committee is authorized, but is not required, to cause to be
established one or more trusts to which the Committee may make payments of
amounts due or to become due to Participants in this Plan.
13