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EXHIBIT 10.21
YOUCENTRIC, INC.
2000 EQUITY COMPENSATION PLAN
ARTICLE I - GENERAL PROVISIONS
1.1 The Plan is designed for the benefit of the Company to secure and
retain the services of Eligible Participants. The Board believes the Plan will
promote and increase personal interests in the welfare of the Company by, and
provide incentive to, those who are primarily responsible not only for its
regular operations but also for shaping and carrying out the long-range plans of
the Company and ordering its continued growth and financial success.
1.2 Awards under the Plan may be made to Participants in the form of
(i) Incentive Stock Options; (ii) Nonqualified Stock Options; (iii) Stock
Appreciation Rights; (iv) Restricted Stock, (v) Stock Awards; (vi) Performance
Shares and/or (vii) Other Stock-Based Awards.
1.3 The Plan shall be effective August ____, 2000 (the "Effective
Date"). Notwithstanding any other provision of this Plan, any Award granted to a
Participant prior to approval of the shareholders of the Company at the
Company's 2000 Annual Meeting shall be conditioned upon and subject to such
approval.
ARTICLE II - DEFINITIONS
Except where the context otherwise indicates, the following definitions
apply:
2.1 "Act" means the Securities Exchange Act of 1934, as now in effect
or as hereafter amended. All citations to sections of the Act or rules
thereunder are to such sections or rules as they may from time to time be
amended or renumbered.
2.2 "Agreement" means the written agreement evidencing an Award granted
to the Participant under the Plan.
2.3 "Award" means an award granted to a Participant under the Plan of a
Stock Option, Stock Appreciation Right, Restricted Stock, Stock Award,
Performance Share, Other Stock-Based Award or of any combination thereof.
2.4 "Board" means the Board of Directors of the Company.
2.5 "Code" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended. All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.
2.6 "Committee" means the Compensation Committee of the Board or such
other committee consisting of two or more members as may be appointed by the
Board to administer this Plan pursuant to Article III.
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2.7 "Company" means YOUcentric, Inc, a North Carolina corporation, and
its successors and assigns.
2.8 "Disability" means, with respect to any Incentive Stock Option,
disability as determined under Code section 22(e)(3), and with respect to any
other Award, (i) with respect to a Participant who is eligible to participate in
the Employer's program of long-term disability insurance, if any, a condition
with respect to which the Participant is entitled to commence benefits under
such program, and (ii) with respect to any Participant (including a Participant
who is eligible to participate in the Employer's program of long-term disability
insurance, if any), a disability as determined under procedures established by
the Committee or in any Award.
2.9 "Eligible Participant" means an employee of the Employer (including
an officer) as well as any other natural person, including a non-employee member
of the Board and a consultant or advisor who provides bona fide services to the
Employer not in connection with the offer or sale of securities in a
capital-raising transaction, subject to limitations as may be provided by the
Code, the Act or the Committee, as shall be determined by the Committee.
2.10 "Employer" means the Company and any entity during any period that
it is a "parent corporation" or a "subsidiary corporation" with respect to the
Company within the meaning of Code section 424(d). With respect to all purposes
of the Plan, including but not limited to, the establishment, amendment,
termination, operation and administration of the Plan, the Company shall be
authorized to act on behalf of all other entities included within the definition
of "Employer."
2.11 "Fair Market Value" means the fair market value of a share of
Stock, as determined in good faith by the Committee; provided, however, that
(a) if the Stock is listed on a national securities exchange,
Fair Market Value on a date shall be the closing sale price reported
for the Stock on such exchange on such date if at least 100 shares of
Stock were sold on such date or, if fewer than 100 shares of stock were
sold on such date, then Fair Market Value on such date shall be the
closing sale price reported for the Stock on such exchange on the last
prior date on which at least 100 shares were sold, all as reported in
The Wall Street Journal or such other source as the Committee deems
reliable; and
(b) if the Stock is not listed on a national securities
exchange but is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or other
comparable quotation system, Fair Market Value on a date shall be the
last sale price reported for the Stock on such system on such date if
at least 100 shares of Stock were sold on such date or, if fewer than
100 shares of Stock were sold on such date, then Fair Market Value on
such date shall be the average of the high bid and low asked prices
reported for the Stock on such system on such date or, if no shares of
Stock were sold on such date, then Fair Market Value on such date shall
be the last sale price reported for the Stock on such system on the
last date on which at least 100 shares of Stock were sold, all as
reported in The Wall Street Journal or such other source as the
Committee deems reliable; and
(c) If the Stock is not traded on a national securities
exchange or reported by a national quotation system, if any
broker-dealer makes a market for the Stock, then the Fair Market Value
of the Stock on a date shall be the average of the highest and lowest
quoted selling
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prices of the Stock in such market on such date if at least 100 shares
of Stock were sold on such date or, if fewer than 100 shares of Stock
were sold on such date, then Fair Market Value on such date shall be
the average of the high bid and low asked prices for the Stock in such
market on such date or, if no prices are quoted on such date, then Fair
Market Value on such date shall be the average of the highest and
lowest quoted selling prices of the Stock in such market on the last
date on which at least 100 shares of Stock were sold.
The Committee shall determine Fair Market Value in connection with an
Incentive Stock Option in accordance with Code section 422 and the
rules and regulations thereunder.
2.12 "Incentive Stock Option" means a Stock Option granted to an
Eligible Participant under Article IV of the Plan.
2.13 "Named Executive Officer" means a Participant who, as of the date
of vesting and/or payout of an Award, is one of the group of "covered employees"
as defined in the regulations promulgated or other guidance under Code section
162(m).
2.14 "Nonqualified Stock Option" means a Stock Option granted to an
Eligible Participant under Article V of the Plan.
2.15 "Option Grant Date" means, as to any Stock Option, the latest of:
(a) the date on which the Committee takes action to grant the
Stock Option to the Participant;
(b) the date the Participant receiving the Stock Option
becomes an employee of the Employer, to the extent employment status is
a condition of the grant or a requirement of the Code or the Act; or
(c) such other date (later than the dates described in (a) and
(b) above) as the Committee may designate.
2.16 "Participant" means an Eligible Participant to whom an Award has
been granted.
2.17 "Performance Share" means an Award under Article X of the Plan of
a unit valued by reference to a designated number of shares of Stock, which
value may be paid to the Participant by delivery of such property as the
Committee shall determine, including without limitation, cash or Stock, or any
combination thereof, upon achievement of such performance objectives during the
relevant performance period as the Committee shall establish at the time of such
Award or thereafter.
2.18 "Plan" means the YOUcentric, Inc. 2000 Equity Compensation Plan,
as amended from time to time.
2.19 "Public Offering" means any underwritten public offering by the
Company or its stockholders of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933.
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2.20 "Restricted Stock" means an Award of Stock under Article VIII of
the Plan, which Stock is issued with such restriction(s) as the Committee, in
its sole discretion, may impose, including without limitation, any restriction
on the right to sell, transfer, pledge or assign such Stock, to vote such Stock,
and/or to receive any cash dividends with respect to such Stock, which
restrictions may lapse separately or in combination at such time or times, in
installments or otherwise, as the Committee may deem appropriate.
2.21 "Restriction Period" means the period commencing on the date an
Award of Restricted Stock is granted and ending on such date as the Committee
shall determine.
2.22 "Retirement" means retirement from active employment with the
Employer, as determined by the Committee.
2.23 "Stock" means the common stock of the Company, as it may be
adjusted pursuant to the provisions of Plan section 3.10.
2.24 "Stock Appreciation Right" means an Award granted under Article VI
which provides for an amount payable in Stock and/or cash, as determined by the
Committee, equal to the excess of the Fair Market Value of a share of Stock on
the day the Stock Appreciation Right is exercised over the specified purchase
price.
2.25 "Stock Award" means as Award of Stock granted in payment of
compensation pursuant to Article IX of the Plan.
2.26 "Stock Option" means an Incentive Stock Option or a Nonqualified
Stock Option. A Stock Option shall be designated as either an Incentive Stock
Option or a Nonqualified Stock Option, and in the absence of such designation,
shall be treated as a Nonqualified Stock Option.
2.27 "Termination of Employment" means, with respect to a Participant,
the discontinuance of the Participant's service relationship with the Employer,
including but not limited to service as an employee of the Employer, as a
non-employee member of the board of directors of any entity constituting the
Employer, or as a consultant or advisor to the Employer who otherwise
constitutes an Eligible Participant. Except to the extent provided otherwise in
an Agreement or determined otherwise by the Committee, a Termination of
Employment shall not be deemed to have occurred if the capacity in which the
Participant provides service to the Employer changes (for example, a change from
consultant status to Employee status) or if the Participant transfers among the
various entities constituting the Employer, so long as there is no interruption
in the provision of service by the Participant to the Employer. The
determination of whether a Participant has incurred a Termination of Employment
shall be made by the Committee in its discretion. A Participant shall not be
deemed to have incurred a Termination of Employment if the Participant is on
military leave, sick leave, or other bona fide leave of absence approved by the
Employer of 90 days or fewer (or any longer period during which the Participant
is guaranteed reemployment by statute or contract.) In the event a Participant's
leave of absence exceeds this period, he will be deemed to have incurred a
Termination of Employment on the day following the expiration date of such
period. Notwithstanding the foregoing, the determination of whether a
Termination of Employment has occurred with respect to an Incentive Stock Option
shall be made consistent with Code section 422.
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ARTICLE III - ADMINISTRATION
3.1 This Plan shall be administered by the Committee. The Committee, in
its discretion, may delegate to one or more of its members such of its powers as
it deems appropriate. The Committee also may limit the power of any member to
the extent necessary to comply with rule 16b-3 under the Act, Code section
162(m) or any other law or for any other purpose. Members of the Committee shall
be appointed originally, and as vacancies occur, by the Board, to serve at the
pleasure of the Board. The Board may serve as the Committee if by the terms of
the Plan all Board members are otherwise eligible to serve on the Committee. To
the extent that a Committee has not otherwise been appointed, references to the
"Committee" herein shall mean the Board.
3.2 The Committee shall meet at such times and places as it determines.
A majority of its members shall constitute a quorum, and the decision of a
majority of those present at any meeting at which a quorum is present shall
constitute the decision of the Committee. A memorandum signed by all of its
members shall constitute the decision of the Committee without necessity, in
such event, for holding an actual meeting.
3.3 The Committee shall have the exclusive right to interpret, construe
and administer the Plan, to select the persons who are eligible to receive an
Award, and to act in all matters pertaining to the granting of an Award and the
contents of the Agreement evidencing the Award, including without limitation,
the determination of the number of Stock Options, Stock Appreciation Rights,
Stock Awards or Performance Shares subject to an Award and the form, terms,
conditions and duration of each Award, and any amendment thereof consistent with
the provisions of the Plan. All acts, determinations and decisions of the
Committee made or taken pursuant to grants of authority under the Plan or with
respect to any questions arising in connection with the administration and
interpretation of the Plan, including the severability of any and all of the
provisions thereof, shall be conclusive, final and binding upon all
Participants, Eligible Participants and their estates and beneficiaries.
3.4 The Committee may adopt such rules, regulations and procedures of
general application for the administration of this Plan, as it deems
appropriate.
3.5 Subject to adjustment as provided in Plan section 3.10, the
aggregate number of shares of Stock which are available for issuance pursuant to
Awards under the Plan is three million seven hundred fifty thousand (3,750,000).
Such shares of Stock shall be made available from shares currently authorized
but unissued or currently held or subsequently acquired by the Company as
treasury shares, including shares purchased in the open market or in private
transactions.
(a) If, for any reason, any shares of Stock awarded or subject
to purchase under the Plan are not delivered or purchased, or are
reacquired by the Company, for reasons including, but not limited to, a
forfeiture of Restricted Stock or termination, expiration or
cancellation of a Stock Option, Stock Appreciation Right, Stock Award
or Performance Shares, such shares of Stock shall not be charged
against the aggregate number of shares of Stock available for issuance
pursuant to Awards under the Plan and shall again be available for
issuance pursuant to Award under the Plan. If the exercise price and/or
withholding obligation under a Stock Option is satisfied by tendering
shares of Stock to the Company (either by actual delivery or
attestation), only the number of shares of Stock issued net of the
shares of Stock so tendered
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shall be deemed delivered for purposes of determining the maximum
number of shares of Stock available for issuance under the Plan.
(b) For all purposes under the Plan, each Performance Share
awarded shall be counted as one share of Stock subject to an Award.
(c) To the extent a Stock Appreciation Right granted in
connection with a Stock Option is exercised without payment being made
in the form of Stock, whether or not Restricted Stock, the shares of
Stock which otherwise would have been issued upon the exercise of such
related Stock Option shall not be charged against the aggregate number
of shares of Stock subject to Awards under the Plan, and may again be
available for Award under the Plan.
3.6 Each Award granted under the Plan shall be evidenced by a written
Agreement. Each Agreement shall be subject to and incorporate, by reference or
otherwise, the applicable terms and conditions of the Plan, and any other terms
and conditions, not inconsistent with the Plan, as may be imposed by the
Committee. A copy of such document shall be provided to the Participant, and the
Committee may, but need not, require that the Participant sign a copy of the
Agreement.
3.7 The Company shall not be required to issue or deliver any
certificates for shares of Stock prior to:
(a) the listing of such shares on any stock exchange on which
the Stock may then be listed or the admission of such shares to
quotation on NASDAQ or other comparable quotation system; and
(b) the completion of any registration or qualification of
such shares of Stock under any federal or state law, or any ruling or
regulation of any government body which the Company shall, in its
discretion, determine to be necessary or advisable.
3.8 All certificates for shares of Stock delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state laws, and the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate reference to such restrictions. In making such determination,
the Committee may rely upon an opinion of counsel for the Company.
3.9 Subject to the restrictions on Restricted Stock, as provided in
Article VIII of the Plan and in the Restricted Stock Agreement, each Participant
who receives an Award of Restricted Stock shall have all of the rights of a
shareholder with respect to such shares of Stock, including the right to vote
the shares to the extent, if any, such shares possess voting rights and receive
dividends and other distributions. Except as provided otherwise in the Plan or
in an Agreement, no Participant awarded a Stock Option, Stock Appreciation
Right, Stock Award, Performance Share or Other Stock-Based Award shall have any
right as a shareholder with respect to any shares of Stock covered by such Award
prior to the date of issuance to him or her of a certificate or certificates for
such shares of Stock.
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3.10 If any reorganization, recapitalization, reclassification, stock
split, stock dividend, or consolidation of shares of Stock, merger or
consolidation or separation, including a spin-off, of the Company or sale or
other disposition by the Company of all or a portion of its assets, any other
change in the Company's corporate structure, or any distribution to shareholders
other than a cash dividend results in the outstanding shares of Stock, or any
securities exchanged therefore or received in their place, being exchanged for a
different number or class of shares of Stock or other securities of the Company,
or for shares of Stock or other securities of any other corporation; or new,
different or additional shares or other securities of the Company or of any
other corporation being received by the holders of outstanding shares of Stock,
then equitable adjustments shall be made by the Committee in:
(a) the limitation on the aggregate number of shares of Stock
that may be awarded as set forth in Plan section 3.5;
(b) the number and class of Stock that may be subject to an
Award, and which have not been issued or transferred under an
outstanding Award;
(c) the purchase price to be paid per share of Stock under
outstanding Stock Options and the number of shares of Stock to be
transferred in settlement of outstanding Stock Appreciation Rights; and
(d) the terms, conditions or restrictions of any Award and
Agreement, including the price payable for the acquisition of Stock;
provided, however, that all adjustments made as the result of the
foregoing in respect of each Incentive Stock Option shall be made so
that such Stock Option shall continue to be an incentive stock option
within the meaning of Code section 422.
3.11 In addition to such other rights of indemnification as they may
have as directors or as members of the Committee, the members of the Committee
shall be indemnified by the Company against reasonable expenses, including
attorney's fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Award
granted thereunder, and against all amounts paid by them in settlement thereof,
provided such settlement is approved by independent legal counsel selected by
the Company, or paid by them in satisfaction of a judgment or settlement in any
such action, suit or proceeding, except as to matters as to which the Committee
member has been negligent or engaged in misconduct in the performance of his
duties; provided, that within 60 days after institution of any such action, suit
or proceeding, a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
3.12 The Committee may require each person purchasing shares of Stock
pursuant to a Stock Option or other Award under the Plan to represent to and
agree with the Company in writing that he is acquiring the shares of Stock
without a view to distribution thereof. The certificates for such shares of
Stock may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer.
3.13 The Committee shall be authorized to make adjustments in
performance based criteria or in the terms and conditions of other Awards in
recognition of unusual or nonrecurring events affecting the Company or its
financial statements or changes in applicable laws, regulations or accounting
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principles. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Agreement in the manner and to
the extent it shall deem desirable to carry it into effect. In the event the
Company shall assume outstanding employee benefit awards or the right or
obligation to make future such awards in connection with the acquisition of
another corporation or business entity, the Committee may, in its discretion,
make such adjustments in the terms of Awards under the Plan as it shall deem
appropriate.
3.14 All outstanding Awards to any Participant may be canceled if:
(a) the Participant, without the consent of the Committee,
during his or her service relationship with the Employer or after
termination of such relationship, becomes associated with, employed by,
renders services to, or owns any interest in, other than any
insubstantial interest, as determined by the Committee, any business
that is in competition with the Employer or with any business in which
the Employer has a substantial interest as determined by the Committee;
or
(b) is terminated for cause as determined by the Committee.
3.15 Notwithstanding any other provision of the Plan, the Company shall
have no liability to deliver any shares of Stock under the Plan or make any
other distribution of the benefits under the Plan unless such delivery or
distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the applicable
requirements of any securities exchange or similar entity.
3.16 In connection with any Public Offering, a Participant shall not
sell, make any short sale of, loan, hypothecate, pledge, grant any option for
the purchase of, or otherwise dispose or transfer for value or otherwise agree
to engage in any of the foregoing transactions with respect to, any Stock
acquired under the Plan without the prior written consent of the Company or its
underwriters. Such restriction (the "Market Stand-Off") shall be in effect for
such period of time from and after the effective date of the final prospectus
for the Public Offering as may be requested by the Company or such underwriters.
In no event, however, shall such period exceed the period for which securities
owned by the Chief Executive Officer of the Company are subject to the same
restrictions. Any new, substituted or additional securities that are by reason
of any recapitalization or reorganization distributed with respect to Stock
acquired under the Plan shall be immediately subject to the Market Stand-Off, to
the same extent the Stock acquired under the Plan is at such time covered by
such provisions. In order to enforce the Market Stand-Off, the Company may
impose stop-transfer restrictions with respect to the Stock acquired under the
Plan until the end of the applicable stand-off period.
3.17 At all times when the Committee determines that compliance with
Code section 162(m) is required or desirable, all Awards granted under this Plan
to Named Executive Officers shall comply with the requirements of Code section
162(m). In addition, in the event that changes are made to Code section 162(m)
to permit greater flexibility with respect to any Awards under the Plan, the
Committee may, subject to the requirements of Article XII, make any adjustments
it deems appropriate.
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ARTICLE IV - INCENTIVE STOCK OPTIONS
4.1 Each provision of this Article IV and of each Incentive Stock
Option granted under the Plan shall be construed in accordance with the
provisions of Code section 422, and any provision hereof that cannot be so
construed shall be disregarded.
4.2 Incentive Stock Options shall be granted only to Eligible
Participants who are in the active employment of the Employer, and to
individuals to whom grants are conditioned upon active employment, each of whom
may be granted one or more such Incentive Stock Options for a reason related to
his employment at such time or times determined by the Committee following the
Effective Date through the date which is ten (10) years following the Effective
Date, subject to the following conditions:
(a) The Incentive Stock Option exercise price per share of
Stock shall be set in the Agreement, but shall not be less than 100% of
the Fair Market Value of the Stock on the Option Grant Date. If the
Eligible Participant owns more than 10% of the outstanding Stock (as
determined pursuant to Code section 424(d)) on the Option Grant Date,
the Incentive Stock Option exercise price per share shall not be less
than 110% of the Fair Market Value of the Stock on the Option Grant
Date; provided, however, that if an Incentive Stock Option is granted
to such an Eligible Participant at an exercise price per share that is
less than 110% of Fair Market Value of the stock on the Option Grant
Date, such Option shall be deemed a Nonqualified Stock Option.
(b) The Incentive Stock Option and its related Stock
Appreciation Right, if any, may be exercised in whole or in part from
time to time within ten (10) years from the Option Grant Date (five (5)
years if the Eligible Participant owns more than 10% of the Stock on
the Option Grant Date), or such shorter period as may be specified by
the Committee in the Award; provided, that in any event, the Incentive
Stock Option and any related Stock Appreciation Right shall lapse and
cease to be exercisable upon a Termination of Employment or within such
period following a Termination of Employment as shall have been
specified in the Incentive Stock Option Agreement or related Stock
Appreciation Right agreement, which period shall in no event exceed
three months unless:
(i) employment shall have terminated as a result of
death or Disability, in which event such period shall not
exceed one year after the date of death or Disability; or
(ii) death shall have occurred following a
Termination of Employment and while the Incentive Stock Option
or Stock Appreciation Right was still exercisable, in which
event such period shall not exceed one year after the date of
death;
provided, further, that such period following a Termination of
Employment shall in no event extend the original exercise period of the
Incentive Stock Option and/or Stock Appreciation Right.
(c) To the extent the aggregate Fair Market Value, determined
as of the Option Grant Date, of the shares of Stock with respect to
which incentive stock options (determined without regard to this
subsection) are first exercisable during any calendar year (under this
Plan or any other plan of the Company and its parent and subsidiary
corporations (within the meaning
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of Code sections 424(e) and 424(f), respectively)), by Participant
exceeds $100,000, such Incentive Stock Options granted under the Plan
shall be treated as Nonqualified Stock Options granted under Article V.
(d) The Committee may adopt any other terms and conditions
which it determines should be imposed for the Incentive Stock Option to
qualify under Code section 422, as well as any other terms and
conditions not inconsistent with this Article IV as determined by the
Committee.
(e) The maximum number of shares of Stock that may be issued
pursuant to Incentive Stock Option Awards shall be the total number of
shares specified in section 3.5.
4.3 To the extent an Incentive Stock Option fails to meet the
requirements of Code section 422, it shall be deemed a Nonqualified Stock
Option.
4.4 If the Incentive Stock Option Agreement so provides, the Committee
may require that all or part of the shares of Stock to be issued upon the
exercise of an Incentive Stock Option shall take the form of Restricted Stock,
which shall be valued on the date of exercise, as determined by the Committee,
on the basis of the Fair Market Value of such Restricted Stock determined
without regard to the deferral limitations and/or forfeiture restrictions
involved.
ARTICLE V - NONQUALIFIED STOCK OPTIONS
5.1 Nonqualified Stock Options may be granted to Eligible Participants
to purchase shares of Stock at such time or times determined by the Committee,
subject to the terms and conditions set forth in this Article V.
5.2 The Nonqualified Stock Option exercise price per share of Stock
shall be established in the Agreement and may be more than, equal to or less
than 100% of the Fair Market Value at the time of the grant.
5.3 A Nonqualified Stock Option and its related Stock Appreciation
Right, if any, may be exercised in full or in part from time to time within such
period as may be specified by the Committee in the Agreement; provided, that, in
any event, the Nonqualified Stock Option and related Stock Appreciation Right
shall lapse and cease to be exercisable upon a Termination of Employment or
within such period following a Termination of Employment as shall have been
specified in the Nonqualified Stock Option Agreement or related Stock
Appreciation Right Agreement, provided, that such period following a Termination
of Employment shall in no event extend the original exercise period of the
Nonqualified Stock Option or Stock Appreciation Right.
5.4 The Nonqualified Stock Option Agreement may include any other terms
and conditions not inconsistent with this Article V or Article VII, as
determined by the Committee.
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ARTICLE VI - STOCK APPRECIATION RIGHTS
6.1 A Stock Appreciation Right may be granted to an Eligible
Participant in connection with a Stock Option granted under Article IV or
Article V of this Plan or may be granted independent of any Stock Option.
6.2 A Stock Appreciation Right shall entitle the holder, within the
specified period, to exercise the Stock Appreciation Right and receive in
exchange therefore a payment having an aggregate value equal to the amount by
which the Fair Market Value of a share of Stock exceeds the exercise price,
times the number of shares of Stock with respect to which the Stock Appreciation
Right is exercised. A Stock Appreciation Right granted in connection with a
Stock Option shall entitle the holder of the related Stock Option, within the
period specified for the exercise of the Stock Option, to surrender the
unexercised Stock Option, or a portion thereof, and to receive in exchange
therefore a payment having an aggregate value equal to the amount by which the
Fair Market Value of a share of Stock exceeds the Stock Option price per share
of Stock, times the number of shares of Stock under the Stock Option, or portion
thereof, which is surrendered.
6.3 Each Stock Appreciation Right granted hereunder in connection with
a Stock Option shall be subject to the same terms and conditions as the related
Stock Option, including limitations on transferability, and shall be exercisable
only to the extent such Stock Option is exercisable and shall terminate or lapse
and cease to be exercisable when the related Stock Option terminates or lapses.
The grant of Stock Appreciation Rights related to Incentive Stock Options must
be concurrent with the grant of the Incentive Stock Options. With respect to
Nonqualified Stock Options, the grant either may be concurrent with the grant of
the Nonqualified Stock Options, or in connection with Nonqualified Stock Options
previously granted under Article V, which are unexercised and have not
terminated or lapsed.
6.4 The Committee shall have sole discretion to determine in each case
whether the payment with respect to the exercise of a Stock Appreciation Right
will be in the form of all cash, all Stock, or any combination thereof. If
payment is to be made in Stock, the number of shares of Stock shall be
determined based on the Fair Market Value of the Stock on the date of exercise.
If the Committee elects to make full payment in Stock, no fractional shares of
Stock shall be issued and cash payments shall be made in lieu of fractional
shares.
6.5 The Committee shall have sole discretion as to the timing of any
payment made in cash or Stock, or a combination thereof, upon exercise of Stock
Appreciation Rights. Payment may be made in a lump sum, in annual installments
or may be otherwise deferred; and the Committee shall have sole discretion to
determine whether any deferred payments may bear amounts equivalent to interest
or cash dividends.
6.6 Upon exercise of a Stock Appreciation Right, the number of shares
of Stock subject to exercise under any related Stock Option shall automatically
be reduced by the number of shares of Stock represented by the Stock Option or
portion thereof which is surrendered.
6.7 Notwithstanding any other provision of the Plan, the exercise of a
Stock Appreciation Right is required to satisfy any applicable requirements
under Rule 16b-3 of the Act.
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ARTICLE VII - INCIDENTS OF STOCK OPTIONS
AND STOCK APPRECIATION RIGHTS
7.1 Each Stock Option and Stock Appreciation Right shall be granted
subject to such terms and conditions, if any, not inconsistent with this Plan,
as shall be determined by the Committee, including any provisions as to
continued employment or other service as consideration for the grant or exercise
of such Stock Option or Stock Appreciation Right and any provisions which may be
advisable to comply with applicable laws, regulations or rulings of any
governmental authority.
7.2 On and after the date on which Code section 162(m) becomes
applicable to the Plan, the maximum number of shares of Stock that may be
subject to Stock Options and Stock Appreciation Rights granted to any one
individual during any calendar year shall be 250,000 shares; provided, however,
that this maximum shall be 1,000,000 shares for the calendar year in which an
individual first becomes an employee of the Employer.
7.3 Except as provided below, each Stock Option and Stock Appreciation
Right shall not be transferable by the Participant other than by will or by the
laws of descent and distribution or, to the extent otherwise allowed by
applicable law, pursuant to a qualified domestic relations order as defined by
the Code and the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder, and shall be exercisable during the lifetime of the
Participant only by him or in the event of his death or Disability, by his
guardian or legal representative; provided, however, that a Nonqualified Stock
Option or Stock Appreciation Right may be transferred and exercised by the
transferee to the extent determined by the Committee to be consistent with
securities and other applicable laws, rules and regulations and with Company
policy.
7.4 Shares of Stock purchased upon exercise of a Stock Option or Stock
Appreciation Right shall be paid for at the time of exercise (or, in case of an
exercise pursuant to a cashless exercise mechanism described below, as soon as
practicable after such exercise) in cash or by tendering (either by actual
delivery or by attestation) shares of Stock held by the Participant for the
requisite period necessary to avoid a charge to the Company's earnings for
financial reporting purposes, as determined by the Committee in its discretion,
having an aggregate Fair Market Value equal to the amount of cash that would
otherwise be required to pay the full option price or by authorizing a third
party to sell a portion of the shares acquired upon exercise of the Stock Option
or Stock Appreciation Right and remit to the Employer a sufficient portion of
the sales proceeds to pay the full option price any tax withholding resulting
from such exercise or by any combination of these methods, subject to any
limitations set forth in the corresponding Agreement.
7.5 Unless expressly provided otherwise in an Agreement or by the
Committee, no dividends shall be paid on shares of Stock subject to unexercised
Stock Options or Stock Appreciation Rights. However, the Committee may provide
in an Agreement or otherwise that a Participant has the right to receive
dividend payments or dividend equivalent payments with respect to Stock subject
to a Stock Option or Stock Appreciation Right (both before and after the Stock
subject to the Award is earned, vested, or acquired), which payments may be
either made currently or credited to an account for the Participant, and may be
settled in cash or Stock, as determined by the Committee. Any such settlements,
and any such crediting of dividends or dividend equivalents or reinvestment in
shares of Stock, may be subject to such conditions, restrictions, and
contingencies as the Committee shall establish, including the
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reinvestment of such credited amounts in Stock equivalents. Any such Stock
issued, whether delivered or contingently credited, shall be charged against the
limitations set forth in Plan section 3.5.
7.6 The Committee may permit the voluntary surrender of all or a
portion of any Stock Option or Stock Appreciation Right granted under the Plan
to be conditioned upon the granting to the Participant of a new Stock Option or
Stock Appreciation Right for the same or a different number of shares of Stock
as the Stock Option or Stock Appreciation Right surrendered, or may require such
surrender as a condition precedent to a grant of a new Stock Option or Stock
Appreciation Right to such Participant. Subject to the provisions of the Plan,
such new Stock Option or Stock Appreciation Right shall be exercisable at such
price, during such period and on such other terms and conditions as are
specified by the Committee at the time the new Stock Option or Stock
Appreciation Right is granted. Upon surrender, the Stock Options or Stock
Appreciation Rights surrendered shall be canceled and the shares of Stock
previously subject to them shall be available for the grant of other Awards
under this Plan.
ARTICLE VIII - RESTRICTED STOCK
8.1 Restricted Stock Awards may be made to Participants as an incentive
for the performance of future services that will contribute materially to the
successful operation of the Employer. Awards of Restricted Stock may be made
either alone or in addition to or in tandem with other Awards granted under the
Plan.
8.2 With respect to Awards of Restricted Stock, the Committee shall:
(a) determine the purchase price, if any, to be paid for such
Restricted Stock, which may be more than, equal to, or less than par
value and may be zero, subject to such minimum consideration as may be
required by applicable law;
(b) determine the length of the Restriction Period;
(c) determine any restrictions applicable to the Restricted
Stock such as service or performance;
(d) determine if the restrictions shall lapse as to all shares
of Restricted Stock at the end of the Restriction Period or as to a
portion of the shares of Restricted Stock in installments during the
Restriction Period; and
(e) determine if dividends and other distributions on the
Restricted Stock are to be paid currently to the Participant or paid to
the Company for the account of the Participant.
8.3 Notwithstanding Section 3.6 of the Plan, a Restricted Stock Award
must be accepted within a period of 60 days, or such other period as the
Committee may specify, by executing a Restricted Stock Agreement and paying
whatever price, if any, is required. The prospective recipient of a Restricted
Stock Award shall not have any rights with respect to such Award, unless and
until such recipient has executed a Restricted Stock Agreement and has delivered
a fully executed copy thereof to the Committee, and has otherwise complied with
the applicable terms and conditions of such Award.
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8.4 Except when the Committee determines otherwise, or as otherwise
provided in the Restricted Stock Agreement, if a Participant terminates
employment or other service relationship with the Employer for any reason before
the expiration of the Restriction Period, all shares of Restricted Stock still
subject to restriction shall be forfeited by the Participant and shall be
reacquired by the Company.
8.5 Except as otherwise provided in this Article VIII, no shares of
Restricted Stock received by a Participant shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period.
8.6 To the extent not otherwise provided in a Restricted Stock
Agreement, in cases of death, Disability or Retirement or in cases of special
circumstances, the Committee may in its discretion elect to waive any or all
remaining restrictions with respect to such Participant's Restricted Stock.
8.7 In the event of hardship or other special circumstances of a
Participant whose employment or other service relationship with the Employer is
involuntarily terminated, the Committee may in its discretion elect to waive in
whole or in part any or all remaining restrictions with respect to any or all of
the Participant's Restricted Stock, based on such factors and criteria as the
Committee may deem appropriate.
8.8 Upon an Award of Restricted Stock to a Participant, one or more
stock certificates representing the shares of Restricted Stock shall be
registered in the Participant's name. Such certificates may either:
(a) be held in custody by the Company until the Restriction
Period expires or until restrictions thereon otherwise lapse, and the
Participant shall deliver to the Company one or more stock powers
endorsed in blank relating to the Restricted Stock; and/or
(b) be issued to the Participant and registered in the name of
the Participant, and shall bear an appropriate restrictive legend and
shall be subject to appropriate stop-transfer orders.
8.9 Except as provided in this Article VIII, a Participant receiving a
Restricted Stock Award shall have, with respect to such Restricted Stock Award,
all of the rights of a shareholder of the Company, including the right to vote
the shares to the extent, if any, such shares possess voting rights and the
right to receive any dividends; provided, however, the Committee may require
that any dividends on such shares of Restricted Stock shall be automatically
deferred and reinvested in additional Restricted Stock subject to the same
restrictions as the underlying Award, or may require that dividends and other
distributions on Restricted Stock shall be paid to the Company for the account
of the Participant. The Committee shall determine whether interest shall be paid
on such amounts, the rate of any such interest, and the other terms applicable
to such amounts.
8.10 If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period,
unrestricted certificates for such shares shall be delivered to the Participant;
provided, however, that the Committee may cause such legend or legends to be
placed on any such certificates as it may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission and
any applicable federal or state law.
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8.11 In order to better ensure that Award payments actually reflect the
performance of the Company and the service of the Participant, the Committee may
provide, in its sole discretion, for a tandem performance-based or other Award
designed to guarantee a minimum value, payable in cash or Stock to the recipient
of a Restricted Stock Award, subject to such performance, future service,
deferral and other terms and conditions as may be specified by the Committee.
ARTICLE IX - STOCK AWARDS
9.1 A Stock Award shall be granted only in payment of compensation that
has been earned or as compensation to be earned, including without limitation,
compensation awarded concurrently with or prior to the grant of the Stock Award.
9.2 For the purposes of this Plan, in determining the value of a Stock
Award, all shares of Stock subject to such Stock Award shall be valued at not
less than 100% of the Fair Market Value of such shares of Stock on the date such
Stock Award is granted, regardless of whether or when such shares of Stock are
issued or transferred to the Participant and whether or not such shares of Stock
are subject to restrictions which affect their value.
9.3 Shares of Stock subject to a Stock Award may be issued or
transferred to the Participant at the time the Stock Award is granted, or at any
time subsequent thereto, or in installments from time to time, as the Committee
shall determine. If any such issuance or transfer shall not be made to the
Participant at the time the Stock Award is granted, the Committee may provide
for payment to such Participant, either in cash or shares of Stock, from time to
time or at the time or times such shares of Stock shall be issued or transferred
to such Participant, of amounts not exceeding the dividends which would have
been payable to such Participant in respect of such shares of Stock, as adjusted
under Section 3.10, if such shares of Stock had been issued or transferred to
such Participant at the time such Stock Award was granted.
9.4 A Stock Award shall be subject to such terms and conditions,
including without limitation, restrictions on the sale or other disposition of
the Stock Award or of the shares of Stock issued or transferred pursuant to such
Stock Award, as the Committee shall determine; provided, however, that upon the
issuance or transfer of shares pursuant to a Stock Award, the Participant, with
respect to such shares of Stock, shall be and become a shareholder of the
Company fully entitled to receive dividends, to vote to the extent, if any, such
shares possess voting rights and to exercise all other rights of a shareholder
except to the extent otherwise provided in the Stock Award. Each Stock Award
shall be evidenced by a written Agreement in such form as the Committee shall
determine.
ARTICLE X - PERFORMANCE SHARES
10.1 Awards of Performance Shares may be made to certain Participants
as an incentive for the performance of future services that will contribute
materially to the successful operation of the Company. Awards of Performance
Shares may be made either alone, in addition to or in tandem with other Awards
granted under the Plan and/or cash payments made outside of the Plan.
10.2 With respect to Awards of Performance Shares, which may be issued
for no consideration or such minimum consideration as is required by applicable
law, the Committee shall:
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(a) determine and designate from time to time those
Participants to whom Awards of Performance Shares are to be granted;
(b) determine the number of Performance Shares to be granted
to a Participant;
(b) determine the performance period and/or performance
objectives pursuant to which Performance Shares may be earned;
(c) determine the form of settlement of a Performance Share;
and
(d) generally determine the terms and conditions of each such
Award.
At any date, each Performance Share shall have a value equal to the Fair Market
Value, determined as set forth in Section 2.11.
10.3 The Committee may designate whether any Performance Share is
intended to be "performance-based compensation" within the meaning of Code
section 162(m). Notwithstanding anything herein to the contrary, any such Award
shall be conditioned on achievement of one or more performance measures selected
by the Committee from among the following: earnings, earnings per share,
revenues, revenue growth, gross margin, market value added, economic value
added, EBIT, EBITDA, return on equity, return on investment, return on assets,
return on net assets, return on capital employed, total shareholder return,
profit, economic profit, capitalized economic profit, after-tax profit, pre-tax
profit, cash flow, cash flow return, sales, sales volume, inventory turnover
ratio, stock price, cost, and/or unit cost. The grant of such Awards and the
establishment of the performance measures shall be made during the specified
performance period, which shall meet the requirements of Code section 162(m). On
and after the date on which Code section 162(m) becomes applicable to the Plan,
no more than 250,000 Performance Shares may be earned by any Participant in any
calendar year.
10.4 Performance periods may overlap, and Participants may participate
simultaneously with respect to Performance Shares for which different
performance periods are prescribed.
10.5 The Committee shall determine the performance objectives of Awards
of Performance Shares. Performance objectives may vary from Participant to
Participant and between Awards and, except as provided in Section 10.3 above,
shall be based upon such performance criteria or combination of factors as the
Committee may deem appropriate, including for example, but not limited to,
minimum earnings per share or return on equity. If during the course of a
performance period there shall occur significant events which the Committee
expects to have a substantial effect on the applicable performance objectives
during such period, the Committee may revise such performance objectives.
10.6 If a Participant terminates service with the Employer during a
performance period because of death, Disability, Retirement or under other
circumstances in which the Committee in its discretion finds that a waiver would
be appropriate, that Participant, as determined by the Committee, may be
entitled to a payment of Performance Shares at the end of the performance period
based upon the extent to which the performance objectives were satisfied at the
end of such period and pro rated for the portion of the performance period
during which the Participant was in service with the Employer; provided,
however, the Committee may provide for an earlier payment in settlement of such
Performance Shares in such amount and under such terms and conditions as the
Committee deems appropriate or
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desirable. If a Participant terminates service with the Employer during a
performance period for any other reason, then such Participant shall not be
entitled to any payment with respect to that performance period unless the
Committee shall otherwise determine.
10.7 Each Award of a Performance Share shall be paid in whole shares of
Stock, or cash, or a combination of Stock and cash as the Committee shall
determine, with payment to be made as soon as practicable after the end of the
relevant performance period.
10.8 The Committee shall have the authority to approve requests by
Participants to defer payment of Performance Shares on terms and conditions
approved by the Committee and set forth in a written Agreement between the
Participant and the Company entered into in advance of the time of receipt or
constructive receipt of payment by the Participant.
ARTICLE XI - OTHER STOCK-BASED AWARDS
11.1 Other awards that are valued in whole or in part by reference to,
or are otherwise based on, Stock ("Other Stock-Based Awards"), including without
limitation, convertible preferred stock, convertible debentures, exchangeable
securities, phantom stock and Stock awards or options valued by reference to
book value or performance, may be granted either alone or in addition to or in
tandem with other Awards granted under the Plan and/or cash awards made outside
of the Plan. Subject to the provisions of the Plan, the Committee shall have
authority to determine the Eligible Participants to whom and the time or times
at which Other Stock-Based Awards shall be made, the number of shares of Stock
subject to such Awards, and all other conditions of the Awards. The Committee
also may provide for the grant of shares of Stock upon the completion of a
specified performance period. The provisions of Other Stock-Based Awards need
not be the same with respect to each recipient.
11.2 Other Stock-Based Awards made pursuant to this Article XI shall be
subject to the following terms and conditions:
(a) Subject to the provisions of this Plan and the applicable
Agreement, shares of Stock subject to Other Stock-Based Awards may not
be sold, assigned, transferred, pledged or otherwise encumbered prior
to the date on which the shares are issued, or, if later, the date on
which any applicable restriction, performance or deferral period
lapses.
(b) Subject to the provisions of this Plan and the applicable
Agreement and unless otherwise determined by the Committee at the time
of the Award, the recipient of an Other Stock-Based Award shall be
entitled to receive, currently or on a deferred basis, interest or
dividends or interest or dividend equivalents with respect to the
number of shares covered by the Award, as determined at the time of the
Award by the Committee, in its sole discretion, and the Committee may
provide that such amounts, if any, shall be deemed to have been
reinvested in additional Stock or otherwise reinvested.
(c) Any Other Stock-Based Award and any Stock covered by any
such Award shall vest or be forfeited to the extent so provided in the
applicable Agreement, as determined by the Committee, in its sole
discretion.
(d) Upon the Participant's Retirement, Disability or death, or
in cases of special circumstances, the Committee may, in its sole
discretion, waive in whole or in part any or all of the
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remaining limitations imposed hereunder, if any, with respect to any or all of
an Other Stock-Based Award.
(e) Each Other Stock-Based Award shall be evidenced by, and
subject to the terms of, an Agreement.
(f) Stock, including securities convertible into Stock, issued
on a bonus basis under this Article XI may be issued for no cash
consideration.
11.3 The Committee may designate whether any Other Stock-Based Award is
intended to be "performance-based compensation" within the meaning of Code
section 162(m). Notwithstanding anything herein to the contrary, any such Award
shall be conditioned on achievement of one or more performance measures selected
by the Committee from among the following: earnings, earnings per share,
revenues, revenue growth, gross margin, market value added, economic value
added, EBIT, EBITDA, return on equity, return on investment, return on assets,
return on net assets, return on capital employed, total shareholder return,
profit, economic profit, capitalized economic profit, after-tax profit, pre-tax
profit, cash flow, cash flow return, sales, sales volume, inventory turnover
ratio, stock price, cost, and/or unit cost. The grant of such Awards and the
establishment of the performance measures shall be made during the specified
performance period, which shall meet the requirements of Code section 162(m). On
and after the date on which Code section 162(m) becomes applicable to the Plan,
no more than 250,000 shares of Stock may be earned by any Participant in any
calendar year.
11.4 Other Stock-Based Awards may include a phantom stock Award, which
is subject to the following terms and conditions:
(a) The Committee shall select the Eligible Participants who
may receive phantom stock Awards. The Eligible Participant shall be
awarded a phantom stock unit, which shall be the equivalent to a share
of Stock.
(b) Under an Award of phantom stock, payment shall be made on
the dates or dates as specified by the Committee or as stated in the
applicable Agreement and phantom stock Awards may be settled in cash,
Stock, or some combination thereof.
(c) The Committee shall determine such other terms and
conditions of each Award as it deems necessary in its sole discretion.
ARTICLE XII - AMENDMENT AND TERMINATION
12.1 The Board at any time and from time to time, may amend or
terminate the Plan. To the extent required by Code section 422 and/or the rules
of the exchange upon which the Stock is traded or other applicable law, no
amendment, without approval by the Company's shareholders, shall:
(a) alter the group of persons eligible to participate in the
Plan;
(b) except as provided in Plan section 3.10, increase the
maximum number of shares of Stock which are available for issuance
pursuant to Awards granted under the Plan;
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(c) extend the period during which Incentive Stock Options may
be granted beyond the date which is ten (10) years following the
Effective Date.
(d) limit or restrict the powers of the Committee with respect
to the administration of this Plan;
(e) change the definition of an Eligible Participant for the
purpose of Incentive Stock Options or increase the limit or the value
of shares of Stock for which an Eligible Participant may be granted an
Incentive Stock Option;
(f) materially increase the benefits accruing to Participants
under this Plan; or
(g) change any of the provisions of this Article XII.
12.2 No amendment to or discontinuance of this Plan or any provision
thereof by the Board or the shareholders of the Company shall, without the
written consent of the Participant, adversely affect, as shall be determined by
the Committee, any Award previously granted to such Participant under this Plan;
provided, however, the Committee retains the right and power to treat any
outstanding Incentive Stock Option as a Nonqualified Stock Option in accordance
with Plan section 4.3.
12.3 Notwithstanding anything herein to the contrary, if the right to
receive or benefit from any Award, either alone or together with payments that a
Participant has the right to receive from the Company, would constitute a
"parachute payment" under Code section 280G, all such payments may be reduced,
in the discretion of the Committee, to the largest amount that will avoid an
excise tax to the Participant under Code section 280G.
ARTICLE XIII - MISCELLANEOUS PROVISIONS
13.1 Nothing in the Plan or any Award granted under the Plan shall
confer upon any Participant any right to continue in the service of the
Employer, or to serve as a director thereof, or interfere in any way with the
right of the Employer to terminate his or her employment or other service
relationship at any time. Unless agreed by the Board, no Award granted under the
Plan shall be deemed salary or compensation for the purpose of computing
benefits under any employee benefit plan or other arrangement of the Employer
for the benefit of its employees. No Participant shall have any claim to an
Award until it is actually granted under the Plan. To the extent that any person
acquires a right to receive payments from the Company under the Plan, such right
shall, except as otherwise provided by the Committee, be no greater than the
right of an unsecured general creditor of the Company.
13.2 The Committee may make such provisions and take such steps as it
may deem necessary or appropriate for the withholding of any taxes which the
Employer is required by any law or regulation of any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection
with any Award or the exercise thereof, including, but not limited to,
withholding the payment of all or any portion of such Award or another Award
under this Plan until the Participant reimburses the Employer for the amount the
Employer is required to withhold with respect to such taxes, or canceling any
portion of such Award or another Award under this Plan in an amount sufficient
to reimburse itself for the amount it is required to so withhold, or selling any
property contingently credited by the Company for the purpose of paying such
Award or another Award under this Plan in order to withhold or reimburse
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itself for the amount it is required to so withhold. The amount to be withheld
shall not exceed the statutory minimum federal and state income and employment
tax liability arising from the exercise transaction. Any such method of
satisfying the withholding obligation must satisfy any applicable requirements
of rule 16b-3 under the Act.
13.3 The Plan and the grant of Awards shall be subject to all
applicable federal and state laws, rules, and regulations and to such approvals
by any United States government or regulatory agency as may be required. Any
provision herein relating to compliance with rule 16b-3 under the Act shall not
be applicable with respect to participation in the Plan by Participants who are
not subject to Act section 16(b).
13.4 The terms of the Plan shall be binding upon the Company, and its
successors and assigns.
13.5 The Plan is intended to constitute an "unfunded" plan for
incentive and deferred compensation. With respect to any payments not yet made
to a Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company. In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver shares of Stock or payments in lieu of or with respect to Awards under
the Plan; provided, however, that, unless the Committee otherwise determines
with the consent of the affected Participant, the existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.
13.6 Each Participant agrees to give the Committee prompt written
notice of any election made by such Participant under Code section 83(b) or any
similar provision thereof.
13.7 If any provision of this Plan or an Agreement is or becomes or is
deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Agreement under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Agreement, it shall be stricken and the remainder of the Plan or the
Agreement shall remain in full force and effect.
13.8 Where the context admits, words in any gender shall include the
other gender, words in the singular shall include the plural and words in the
plural shall include the singular.
IN WITNESS WHEREOF, this Plan is executed this the ____ day of August,
2000.
YOUCENTRIC, INC.
ATTEST: By:_______________________________
Authorized Officer
(Corporate Seal)
- ---------------------------------
Secretary
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