DRAFT 10/15/99
HUTTIG BUILDING PRODUCTS, INC.
1999 STOCK INCENTIVE PLAN
1. PURPOSE AND ADOPTION OF THE PLAN
The purpose of the Huttig Buildings Products, Inc. 1999 Stock Incentive
Plan (as the same may be amended from time to time, the "Plan") is (i) to
attract and retain key employees of Huttig Building Products, Inc., a Delaware
corporation (the "Company"), and its Subsidiaries (as defined below) who are and
will be contributing to the success of the business; (ii) to motivate and reward
key employees who have made significant contributions to the success of the
Company and encourage them to continue to give their best efforts to its future
success; (iii) to provide competitive incentive compensation opportunities; and
(iv) to further opportunities for stock ownership by such key employees in order
to increase their proprietary interest in the Company and their personal
interest in its continued success.
The Plan has been approved by the Board of Directors of the Company (the
"Board") and the stockholders of the Company to be effective as of the effective
date of the distribution by Crane Co. to its stockholders of the Company's
Common Stock (the "Effective Date"). The Plan shall remain in effect until
terminated by action of the Board; provided, however, that no Incentive Stock
Option (as defined below) may be granted hereunder after the tenth anniversary
of the Effective Date.
2. DEFINITIONS
For the purposes of this Plan, capitalized terms shall have the following
meanings:
(a) "Award" means any grant to a Participant of one or a combination of
Non-Qualified Stock Options or Incentive Stock Options described in Section 6
and Restricted Shares described in Section 8.
(b) "Award Agreement" means a written agreement between the Company and a
Participant or a written notice from the Company to a Participant specifically
setting forth the terms and conditions of an Award granted under the Plan.
(c) "Beneficiary" means an individual, trust or estate who or which, by a
written designation of the Participant filed with the Company or by operation of
law, succeeds to the rights and obligations of the Participant under the Plan
and an Award Agreement upon the Participant's death.
(d) "Board" shall have the meaning given to such term in Section 1(b).
(e) "Change in Control" means the first to occur of the following events
after the Effective Date: (i) the first purchase of shares pursuant to a tender
offer or exchange offer (other than a tender offer or exchange offer by the
Company) for all or part of the Company's Common Stock or any securities
convertible into such Common Stock, (ii) the receipt by the Company of a
Schedule 13D or other advice indicating that a person is the "beneficial owner"
(as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of
the Company's Common Stock calculated as provided in paragraph (d) of said Rule
13d-3, (iii) the date of approval by the stockholders of the Company of an
agreement providing for any Merger of the Company in which the Company will not
be the continuing or surviving corporation or pursuant to which shares of Common
Stock of the Company would be converted into cash, securities or other property,
other than a Merger of the Company in which the holders of Common Stock of the
Company immediately prior to the Merger would have the same proportion of
ownership of common stock of the surviving corporation immediately after the
Merger, (iv) the date of the approval by the stockholders of the Company of any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of the Company, (v)
the adoption of any plan or proposal for the liquidation (but not a partial
liquidation) or dissolution of the Company, (vi) the date upon which the
individuals who constitute the Board as of the Effective Date (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to such date whose
election, or nomination for election by the Company's stockholders, was approved
by a vote of at least three-quarters of the directors comprising the Incumbent
Board (other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the Directors of the Company, as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
shall, for purposes of this Plan, be considered as though such person were a
member of the Incumbent Board.
(f) "Code" means the Internal Revenue Code of 1986, as amended. References
to a section of the Code include that section and any comparable section or
sections of any future legislation that amends, supplements or supersedes said
section.
(g) "Committee" means the Organization and Compensation Committee of the
Board or such other committee composed of at least three members of the Board as
may be designated by the Board from time to time.
(h) "Company" shall have the meaning given to such term in Section 1.
(i) "Common Stock" means Common Stock, par value $.01 per share, of the
Company.
(j) "Date of Grant" means the date as of which the Committee grants an
Award. If the Committee contemplates an immediate grant to a Participant, the
Date of Grant shall be the date of the Committee's action. If the Committee
contemplates a date on which the grant is to be made other than the date of the
Committee's action, the Date of Grant shall be the date so contemplated
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and set forth in or determinable from the records of action of the Committee;
provided, however, that the Date of Grant shall not precede the date of the
Committee's action.
(k) "Effective Date" shall have the meaning given to such term in
Section 1.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(m) "Fair Market Value" means, as of any applicable date, for all purposes
in this Plan, the average of the high and low sales prices of the Common Stock
on the New York Stock Exchange-Composite Transactions Tape on the ten (10)
consecutive trading days ending on that day, or if no sale of stock has been
recorded on such day, then on the next preceding day on which a sale was so
made. In the event the Common Stock is not admitted to trade on a securities
exchange, the Fair Market Value as of any given date shall be as determined in
good faith by the Committee.
(n) "Incentive Stock Option" means a stock option within the meaning of
Section 422 of the Code.
(o) "Merger" means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.
(p) "Non-Qualified Stock Option" means a stock option which is not an
Incentive Stock Option.
(q) "Options" means all Non-Qualified Stock Options and Incentive Stock
Options granted at any time under the Plan.
(r) "Participant" means a person designated to receive an Award under the
Plan in accordance with Section 5.
(s) "Permanent Disability" means a physical or mental disability or
infirmity that prevents the performance of a Participant's services for the
Company and its Subsidiaries lasting (or likely to last, based on competent
medical evidence presented to the Committee) for a period of six months or
longer. The Committee's reasoned and good faith judgment of Permanent Disability
shall be final and shall be based on such competent medical evidence as shall be
presented to it by such Participant or by any physician or group of physicians
or other competent medical expert employed by the Participant or the Company to
advise the Committee.
(t) "Plan" shall have the meaning given to such term in Section 1(a).
(u) "Purchase Price," with respect to Options, shall have the meaning set
forth in Section 6(b).
(v) "Restricted Shares" means Common Stock subject to restrictions imposed
in connection with Awards granted under Section 8.
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(w) "Retirement" means a Participant's retirement at or after age 65.
(x) "Subsidiary" means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.
3. ADMINISTRATION
(a) This Plan shall be administered by the Committee; provided, however, if
any member of the Committee does not meet the qualifications for an "outside
director" established from time to time by Section 162(m) of the Code, and any
proposed or future regulations thereunder, or the qualifications for a
"non-employee director" established from time to time by rules or regulations of
the Securities and Exchange Commission under Section 16 of the Exchange Act, the
remaining members of the Committee (but not less than two) shall administer the
Plan. The Committee shall have the sole discretionary authority to interpret the
Plan, to establish and modify administrative rules for the Plan, to impose such
conditions and restrictions on Awards as it determines appropriate, and to take
such steps in connection with the Plan and Awards granted hereunder as it may
deem necessary or advisable. No member of the Committee shall be eligible to
participate in, and no person shall become a member of the Committee if within
one year prior thereto he or she shall have been eligible to participate in this
Plan or any other plan of the Company or its Subsidiaries (other than the Huttig
Building Products, Inc. 1999 Non-Employee Director Restricted Stock Plan)
entitling the participants therein to acquire stock, stock options, stock
appreciation rights or restricted stock of the Company or its Subsidiaries.
Decisions of the Committee in connection with the administration of the Plan
shall be final, conclusive and binding upon all parties, including the Company,
its stockholders and the Participants.
(b) The Committee may employ attorneys, consultants, accountants or other
persons and the Committee and the Company and its officers and directors shall
be entitled to rely upon the advice, opinions or valuations of any such persons.
All usual and reasonable expenses of the Committee shall be paid by the Company.
No Committee member shall receive compensation with respect to his or her
services for the Committee except as may be authorized by the Board. All actions
taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon all employees who have received awards,
the Company and all other interested persons. No member of the Committee shall
be personally liable for any action, determination or interpretations taken or
made in good faith with respect to this Plan or Awards made hereunder, and all
members of the Committee shall be fully indemnified and protected by the Company
in respect of any such action, determination or interpretation.
4. SHARES
(a) The total number of shares of Common Stock authorized to be issued
under the Plan shall not exceed in the aggregate 7% of the issued and
outstanding shares of Common Stock immediately following the Effective Date;
provided that, if the number of issued and outstanding
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shares of Common Stock is increased after the Effective Date, the maximum number
of shares of Common Stock for which Awards may be granted under the Plan shall
be increased by 7% of such increase. Notwithstanding the foregoing provisions of
this Section 4(a), the maximum number of shares of Common Stock that may be
issued as Incentive Stock Options under the Plan shall be 2,000,000 shares. The
number of shares available for issuance under the Plan shall be subject to
adjustment in accordance with Section 9. The shares to be offered under the Plan
shall be authorized and unissued shares of Common Stock, or issued shares of
Common Stock which will have been reacquired by the Company, including shares
purchased in the open market.
(b) Subject to the provisions of Section 6(d), any shares subject to an
Option granted under this Plan that expires or is terminated for any reason
without having been exercised in full, shares of Common Stock forfeited as
provided in Section 8(h) and shares of Common Stock subject to any Award that
are otherwise surrendered by a Participant or terminated shall continue to be
available for future grants under this Plan. If any shares of Common Stock are
withheld from those otherwise issuable or are tendered to the Company, by
attestation or otherwise, in connection with the exercise of an Option, only the
net number of shares of Common Stock issued as a result of such exercise shall
be deemed delivered for purposes of determining the maximum number of shares
available for delivery under the Plan.
5. PARTICIPATION
Participants in the Plan shall be such key employees of the Company and its
Subsidiaries as the Committee, in its sole discretion, may designate from time
to time. For purposes of the Plan, "key employees" shall mean officers as well
as other employees (including officers and other employees who are also
directors of the Company or any Subsidiary) designated by the Committee in its
discretion upon the recommendation of management, but shall not include any
employee who, assuming the full exercise of such Option, would own more than 10%
of the combined voting power of all classes of stock of the Company or any
Subsidiary. Subject to adjustment in accordance with Section 9, the maximum
number of shares for which Awards may be granted under this Plan to any single
individual in any calendar year shall not exceed 1% of the total number of
outstanding shares of Common Stock as of the Date of Grant. Options under the
Plan may be Incentive Stock Options within the meaning of Section 422 of the
Code or Non-Qualified Stock Options. Awards granted hereunder shall be evidenced
by Award Agreements in such form as the Committee shall approve, which
Agreements shall comply with and be subject to the terms and conditions of this
Plan.
6. GRANT AND EXERCISE OF STOCK OPTIONS
(a) The purchase price of each share of Common Stock upon exercise of any
Options granted under the Plan shall not be less than 100% of the Fair Market
Value of the stock on the date the Options are granted (the "Purchase Price").
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(b) Each Option granted under this Plan shall be exercisable in whole or in
part (in lots of ten shares or any multiple thereof) from time to time beginning
from the date the Option is granted, subject to the provision that an Option may
not be exercised by the Participant, except as provided in Section 7, (i) more
than 90 days after the termination of the Participant's employment by the
Company or a Subsidiary or more than 10 years from the Date of Grant, whichever
period is shorter, or (ii) prior to the expiration of one year from the Date of
Grant; provided further, that, unless otherwise determined by the Committee, the
Option may not be exercised in excess of 50% of the total shares subject to such
Option during the second year after the Date of Grant, 75% during the third
year, and 100% thereafter.
(c) The Purchase Price of the shares purchased upon the exercise of an
Option shall be paid in full at the time of exercise in cash or, in whole or in
part, by tendering (either actually or by attestation) shares of Common Stock.
The value of each share of Common Stock delivered in payment of all or part of
the Purchase Price upon the exercise of an Option shall be the Fair Market Value
of the Common Stock on the date the Option is exercised. Exercise of Options
shall also be permitted, if approved by the Committee, in accordance with a
cashless exercise program under which, if so instructed by a Participant, shares
of Common Stock may be issued directly to the Participant's broker or dealer
upon receipt of an irrevocable written notice of exercise from the Participant.
(d) The Committee, upon such terms and conditions as it shall deem
appropriate, may (but shall not be obligated to) authorize on behalf of the
Company the acceptance of the surrender of the right to exercise an Option or a
portion thereof (but only to the extent and in the amounts that such Option
shall then be exercisable) and the payment by the Company therefor of an amount
equal to the excess of the Fair Market Value on the date of surrender of the
shares of Common Stock covered by such Option or portion thereof over the
aggregate option price of such shares. Such payment shall be made in shares of
Common Stock (valued at such Fair Market Value) or in cash, or partly in cash
and partly in shares of Common Stock, as the Committee shall determine. The
shares of Common Stock covered by any Option or portion thereof, as to which the
right to exercise shall have been so surrendered, shall not again be available
for the purposes of this Plan.
(e) Each Option granted under this Plan shall not be transferable by the
Participant otherwise than by will or the laws of descent and distribution, and
shall be exercisable, during the Participant's lifetime, only by the
Participant. Notwithstanding the foregoing, Non-Qualified Stock Options may be
transferable, without payment of consideration, to immediate family members of
the Participant or to trusts or partnerships for the benefit of such family
members.
(f) No Participant may be granted Incentive Stock Options under the Plan
(or any other plans of the Company and its Subsidiaries) that would result in
shares with an aggregate Fair Market Value (measured on the Date of Grant) of
more than $100,000 first becoming exercisable in any one calendar year.
(g) The Company shall have the right to require a Participant to pay to the
Company the cash amount of any taxes which the Company is required to withhold
upon the exercise of an
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Option granted hereunder, provided that anything contained herein to the
contrary notwithstanding, the Committee may, in accordance with such rules as it
may adopt, accept shares of Common Stock received in connection with the
exercise of the Option being taxed or otherwise previously acquired in
satisfaction of any withholding requirements or up to the entire tax liability
arising from the exercise of such Option.
(h) The Committee, in its sole discretion, shall have the right (but shall
not in any case be obligated), exercisable at any time after the Date of Grant,
to permit the exercise of any Option prior to the time such Option would
otherwise become exercisable under the terms of the Award Agreement.
(i) The Committee shall have the authority to specify, either at the time
of grant of an Option or at a later date, that upon exercise of all or a portion
of that Option (the "Original Option") a reload stock option ("Reload Option")
shall be granted under specified conditions. A Reload Option shall entitle the
Participant to purchase a number of shares equal to the shares delivered in
payment of all or part of the exercise price of the Original Option pursuant to
Section 6(c) plus the shares delivered or withheld to satisfy the tax liability
associated with such exercise pursuant to Section 6(g). The specific terms and
conditions applicable for Reload Options shall be determined by the Committee
and shall be set forth in rules adopted by the Committee or in agreements or
other documentation evidencing such Reload Options; provided, however, that (i)
the exercise price of the Reload Option shall be the Fair Market Value of the
Common Stock at the Date of Grant, (ii) the Reload Option shall not be
exercisable, except as provided in Section 7, earlier than six months after its
Date of Grant, and (iii) the expiration date of the Reload Option shall not be
later than the expiration date of the Original Option.
7. EXERCISE OF OPTIONS UPON TERMINATION OF EMPLOYMENT
(a) If a Participant shall retire or shall cease to be employed by the
Company or by a Subsidiary by reason of Permanent Disability or after a Change
in Control, all Options theretofore granted to such Participant, whether or not
previously exercisable, may be exercised in whole or in part, and/or the
Committee may authorize the acceptance of the surrender of the right to exercise
such Options or any portion thereof as provided in Section 6(d), at any time
within 90 days after such Retirement, termination by reason of Permanent
Disability, or termination after a Change in Control, but not after the
expiration of the term of the Option.
(b) If a Participant shall die while employed by the Company or by a
Subsidiary or within 90 days of the cessation or termination of such employment
under circumstances described in Section 7(a), all Options theretofore granted
to such Participant, whether or not previously exercisable, may be exercised in
whole or in part, and/or the Committee may authorize the acceptance of the
surrender of the right to exercise such Options or any portion thereof as
provided in Section 6(d), by the estate of such Participant (or by a person who
shall have acquired the right to exercise such Option by bequest or
inheritance), at any time within one year after the death of such Participant
but not after the expiration of the term of the Option.
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(c) If a Participant's employment is terminated for any reason other than
death, disability or retirement or after a Change in Control, such Participant
may exercise any Option in whole or in part, at any time within 90 days after
such termination of employment, but only to the extent such Option is
exercisable at the date of termination in accordance with Section 6(b). In no
event may any Option be exercised after the expiration of the term of the
Option.
8. GRANT OF RESTRICTED SHARES
(a) The Committee may grant to any Participant an Award of such number of
shares of Common Stock on such terms, conditions and restrictions, whether based
on performance standards, periods of service, retention by the Participant of
ownership of specified shares of Common Stock or other criteria, as the
Committee shall establish. With respect to performance-based Awards of
Restricted Shares intended to qualify for deductibility under the
"performance-based" compensation exception contained in Section 162(m) of the
Code, performance targets will include specified levels of one or more of the
following (in absolute terms or relative to one or more other companies or
indices): revenues, free cash flow, return on assets, operating income, return
on investment, economic value added, return on stockholders' equity, stock price
appreciation, total share return, earnings before interest, taxes, depreciation
and amortization, earnings per share and/or growth in earnings per share. The
terms of any Restricted Share Award granted under this Plan shall be set forth
in an Award Agreement which shall contain provisions determined by the Committee
and not inconsistent with this Plan.
(b) As soon as practicable after the Date of Grant of a Restricted Share
Award by the Committee, the Company shall cause to be transferred on the books
of the Company or its agent, shares of Common Stock, registered on behalf of the
Participant, evidencing the Restricted Shares covered by the Award, subject to
forfeiture to the Company as of the Date of Grant if an Award Agreement with
respect to the Restricted Shares covered by the Award is not duly executed by
the Participant and timely returned to the Company. All shares of Common Stock
covered by Awards under this Section 8 shall be subject to the restrictions,
terms and conditions contained in the Plan and the applicable Award Agreements
entered into by the appropriate Participants. Until the lapse or release of all
restrictions applicable to an Award of Restricted Shares the share certificates
representing such Restricted Shares may be held in custody by the Company, its
designee, or, if the certificates bear a restrictive legend, by the Participant.
Upon the lapse or release of all restrictions with respect to an Award as
described in Section 8(e), one or more share certificates, registered in the
name of the Participant, for an appropriate number of shares as provided in
Section 8(e), free of any restrictions set forth in the Plan and the related
Award Agreement shall be delivered to the Participant.
(c) Beginning on the Date of Grant of a Restricted Share Award and subject
to execution of the related Award Agreement as provided in Section 8(b), and
except as otherwise provided in such Award Agreement, the Participant shall
become a stockholder of the Company with respect to all shares subject to the
Award Agreement and shall have all of the rights of a stockholder, including,
but not limited to, the right to vote such shares and the right to receive
dividends; provided, however, that any shares of Common Stock or other
securities distributed as a dividend
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or otherwise with respect to any Restricted Shares as to which the restrictions
have not yet lapsed, shall be subject to the same restrictions as such
Restricted Shares and held or restricted as provided in Section 8(b).
(d) None of the Restricted Shares may be assigned or transferred (other
than by will or the laws of descent and distribution or to an inter vivos trust
with respect to which the Participant is treated as the owner under Sections 671
through 677 of the Code), pledged or sold prior to the lapse of the restrictions
applicable thereto.
(e) Upon expiration or earlier termination of the forfeiture period without
a forfeiture and the satisfaction of or release from any other conditions
prescribed by the Committee, or at such earlier time as provided under the
provisions of Section 8(i), the restrictions applicable to the Restricted Shares
shall lapse. As promptly as administratively feasible thereafter, subject to the
requirements of Section 8(k), the Company shall deliver to the Participant or,
in case of the Participant's death, to the Participant's Beneficiary, one or
more share certificates for the appropriate number of shares of Common Stock,
free of all such restrictions, except for any restrictions that may be imposed
by law.
(f) A Participant's Restricted Share Award shall not be contingent on any
payment by or consideration from the Participant other than the rendering of
services.
(g) The Committee will have the discretion, as to any Restricted Share
Award, to award a separate cash amount, payable to the Participant at the time
when the forfeiture restrictions on the Restricted Shares lapse or at such
earlier time as the Participant may elect to be taxed with respect to such
Restricted Shares equal to (i) the federal income tax and the Section 4999
golden parachute excise tax, if any, payable with respect to the lapse of such
restrictions or with respect to such election, divided by (ii) one (1) minus the
total effective federal income and excise tax rate applicable as a result of the
lapse of such restrictions or a result of such election.
(h) Subject to Sections 8(i) and 8(j), Restricted Shares shall be forfeited
and returned to the Company and all rights of the Participant with respect to
such Restricted Shares shall terminate unless the Participant continues in the
service of the Company or a Subsidiary until the expiration of the forfeiture
period for such Restricted Shares and satisfies any and all other conditions set
forth in the Award Agreement. The Committee shall determine the forfeiture
period (which may, but need not, lapse in installments) and any other terms and
conditions applicable with respect to any Restricted Share Award.
(i) Notwithstanding anything contained in this Section 8 to the contrary,
the Committee may, in its sole discretion, waive the forfeiture period and any
other conditions set forth in any Award Agreement under appropriate
circumstances (including the death, disability or Retirement of the Participant
or a material change in circumstances arising after the date of an Award) and
subject to such terms and conditions (including forfeiture of a proportionate
number of the Restricted Shares) as the Committee shall deem appropriate.
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(j) Unless otherwise provided by the Committee in the applicable Award
Agreement, in the event of a Change in Control, all restrictions applicable to
the Restricted Share Award shall terminate fully and the Participant shall
immediately have the right to the delivery of share certificates for such shares
in accordance with Section 8(e).
(k) The Company shall have the right to require a Participant to pay to the
Company the cash amount of any taxes which the Company is required to withhold
with respect to any amount payable and/or shares issuable under such
Participant's Award. The Company may defer payment of cash or issuance of shares
upon exercise or vesting of an Award unless indemnified to its satisfaction
against any liability for any such tax. The amount of such withholding or tax
payment shall be determined by the Committee and shall be payable by the
Participant at such time as the Committee determines.
9. ADJUSTMENTS TO REFLECT CAPITAL CHANGES
In the event that there is an increase in the number of issued shares of
the Common Stock by reason of any stock dividend, stock split, recapitalization
or other similar event, the total number of shares available for Awards under
the Plan, the maximum number of shares for which Options may be granted to any
single individual in any calendar year and the number of shares remaining
subject to purchase under each outstanding Option shall be increased and the
price per share of such outstanding Options shall be decreased, in proportion to
such increase in issued shares. Conversely, in case the issued shares of Common
Stock shall be combined into a smaller number of shares, the total number of
shares available for Awards under the Plan, the maximum number of shares for
which Options may be granted to any single individual in any calendar year and
the number of shares remaining subject to purchase under each outstanding Option
shall be decreased and the price per share of such outstanding Options shall be
increased, in proportion to such decrease in issued shares. In the event of any
Merger, the Committee may make such adjustment in the shares available for
Awards under the Plan, the maximum number of shares for which Options may be
granted to any single individual in any calendar year and the shares subject to
outstanding Awards and the price thereof, if applicable, as the Committee, in
its sole discretion, deems appropriate. In the event of an exchange of Common
Stock, or other securities of the Company convertible into Common Stock, for the
stock or securities of another corporation, the Committee may, in its sole
discretion, equitably substitute such new stock or securities for a portion or
all of the shares of Common Stock subject to outstanding Awards.
10. AMENDMENT AND TERMINATION
This Plan may be amended or terminated at any time by the Board except with
respect to any Awards then outstanding, and any Award granted under this Plan
may be terminated at any time with the consent of the Participant. The Board may
make such changes in and additions to this Plan as it may deem proper and in the
best interest of the Company; provided, however, that no such action shall,
without the consent of the Participant, materially impair any Award theretofore
granted under this Plan; and provided, further, that without the approval of the
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stockholders of the Company (i) the total number of shares that may be issued
under this Plan shall not be increased, and (ii) the minimum purchase price
shall not be changed. Notwithstanding the foregoing, the Board may amend or
revise this Plan to comply with applicable laws or governmental regulations.
11. GENERAL PROVISIONS
(a) Each Option granted under this Plan shall be evidenced by a written
Award Agreement containing such terms and conditions as the Committee may
require, and no person shall have any rights under any Award granted under this
Plan unless and until such agreement has been executed and delivered by the
Participant and the Company.
(b) In the event of any conflict between the terms of this Plan and any
provision of any Option agreement, the terms of this Plan shall be controlling.
(c) No Participant or other person shall have any claim of right to be
granted an Award under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any Participant any right to be retained in the
employ of the Company or any of its Subsidiaries. Unless otherwise agreed by
contract, the Company reserves the right to terminate its employment
relationship with any person at any time and for any reason.
(d) Income realized as a result of a grant or an exercise of any Award
under this Plan shall not be included in the Participant's earnings for the
purpose of any benefit plan in which the Participant may be enrolled or for
which the Participant may become eligible unless otherwise specifically provided
for in such plan.
(e) The obligation of the Company to sell and deliver shares of Common
Stock with respect to any Award granted hereunder shall be subject to, as deemed
necessary or appropriate by counsel for the Company, (i) all applicable laws,
rules and regulations and such approvals by any governmental agencies as may be
required, including, without limitation, the effectiveness of a registration
statement under the Securities Act of 1933, and (ii) the condition that such
shares shall have been duly listed on such stock exchanges as the Common Stock
is then listed.
(f) Anything in this Plan to the contrary notwithstanding, it is expressly
agreed and understood that if any one or more provisions of this Plan shall be
illegal or invalid such illegality or invalidity shall not invalidate this Plan
or any other provisions thereof, but this Plan shall be effective in all
respects as though the illegal or invalid provisions had not been included.
(g) All determinations made and actions taken pursuant to the Plan shall be
governed by the laws of the State of Delaware, other than the conflict of laws
provisions thereof, and construed in accordance therewith.
* * * * * *
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