EXHIBIT 10.25
SOUTHERN ENERGY HOMES, INC.
2002 INCENTIVE AWARD PLAN
1. PURPOSE.
The purposes of the 2002 Incentive Award Plan (the "Plan") are to
provide long-term incentives and rewards to those employees largely responsible
for the success and growth of Southern Energy Homes, Inc. and its subsidiaries
and divisions (the "Company"), to assist the Company in attracting and retaining
personnel with experience and ability on a basis competitive with industry
practices, and to associate the interests of such key employees with those of
the Company's shareholders.
2. ADMINISTRATION OF THE PLAN.
(a) Committee. The Plan shall be administered by the Board of
Directors or by a Committee of the Board of Directors consisting solely of two
or more "non-employee directors," as defined from time to time in Rule l6b-3
promulgated under the Securities Exchange Act of 1934, who shall be designated
by the Board of Directors of the Company (the administering body is hereafter
referred to as the "Committee"). The Board of Directors may from time to time
appoint a member or members of the Committee in substitution for or in addition
to the member or members then in office and may fill vacancies on the Committee
however caused.
(b) Committee Actions. The Committee shall select one of its
members as a chairman and shall hold meetings at the times and in the places as
it may deem advisable. All actions the Committee takes shall be made by majority
decision. Any action evidenced by a written instrument signed by all of the
members of the Committee shall be as fully effective as if the Committee had
taken the action by majority vote at a meeting duly called and held.
(c) Committee Powers. The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include exclusive
authority (within the limitations described herein) to (i) select the employees
to be granted awards under the Plan ("Participants"), (ii) determine the type,
size and terms of awards to be made to each Participant, including whether or
not such awards shall be issued for any consideration and, if issued for
consideration, the amount and type of consideration, (iii) determine the
consideration to be paid upon exercise of an ISO or NSO, as defined herein, (iv)
determine the time when awards will be granted and (v) establish objectives and
conditions for awards, including any holding period for awards or securities
awarded, the effects of termination of employment or disability on awards,
vesting requirements and the form of payment of awards. The Committee may, in
its sole discretion, delegate such of its powers as it deems appropriate, except
that the Committee may not delegate its authority with regard to any matter or
action affecting an officer or other person subject to Section 16 of the 1934
Act.
(d) The Committee shall have full power and authority to
administer and interpret the Plan and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the Plan and
for the conduct of its business as the Committee deems necessary or advisable.
The Committee's interpretations of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding on all parties concerned, including
the Company, its shareholders and any employee of the Company.
3. ELIGIBILITY.
(a) Active full-time and part-time key employees of the Company,
its subsidiaries and divisions, whether or not directors of the Company, shall
be eligible to participate in the Plan; directors of the Company who are not
employees are not eligible. Options designated as incentive stock options may be
granted only to officers and key employees of the Company or of any subsidiary,
as defined in Section 424 of the Code and the Treasury Regulations promulgated
thereunder. Options designated as non-qualified options may be granted to
officers, key
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employees and advisors of the Company or of any of its subsidiaries. The
Committee, or its delegate, shall designate Participants from among such
eligible key employees.
(b) In determining the eligibility of an individual or person to
be granted an award, as well as in determining the number or type of awards to
be granted to any individual or group, the Committee shall take into account the
position and responsibilities of the individual or persons being considered, the
nature and value to the Company or its subsidiaries of his or her or its service
and accomplishments, his or her or its present and potential contribution to the
success of the Company or its subsidiaries, and such other factors as the
Committee may deem relevant.
(c) Subject to the limits set forth in this Plan, the Committee at
any time may grant additional awards to Participants to whom the Committee had
previously granted awards, so that a Participant may hold more than one award at
the same time.
4. AWARDS.
(a) Types. The Committee may authorize awards under the Plan of
any one or a combination of: nonqualified stock options ("NSO"), incentive stock
options ("ISO"), and restricted stock. The Committee may make any other type of
award which it shall determine is consistent with the objectives and limitations
of the Plan. All Incentive Stock Options ("ISOs") awarded hereunder are intended
to comply with Internal Revenue Code of 1986, as amended ("Code"), Sections 422
and 424 and all provisions of the Plan and all ISOs granted shall be construed
to effectuate that intent. Each award shall be subject to the terms and
conditions set forth herein and as determined by the Committee. Committee
determinations as to eligibility, form, amount and timing of awards, and other
terms and conditions need not be uniform and may be made selectively among
Participants who receive or are eligible for awards hereunder, whether or not
such individuals are similarly situated.
(b) Guidelines. The Committee may adopt from time to time policies
for its implementation of the Plan. Such policies may include, but need not be
limited to, the type, size and term of awards to be made to Participants who are
eligible key employees and the conditions for payment of such awards. All awards
shall be evidenced by a written agreement between the Participant and the
Company in the form and containing the terms and conditions authorized by the
Committee.
(c) Multiple Awards. A Participant may be granted multiple awards
under the Plan, and there are no minimum or maximum award amounts, except as
limited by section 5(g) hereof.
5. TERMS OF STOCK OPTIONS.
The Committee may grant options qualifying as ISOs under the Code and
NSOs (collectively "Stock Options"), and such Stock Options shall be subject to
the following terms and conditions and such other terms and conditions as the
Committee may prescribe:
(a) Option Price. The option price per share with respect to each
Stock Option shall be determined by the Committee, but shall not be less than
100% of the fair market value of the Common Stock on the date the Stock Option
is granted, as determined by the Committee in accordance with the Treasury
Regulations promulgated under Section 422 of the Code. The fair market value of
any shares of the Company's Common Stock which may be delivered upon exercise of
an option shall be determined by reference to, and shall be equal to, the last
reported sale price per share of the Common Stock on the Nasdaq National Market
(or such other national securities exchange or trading system on which the
Common Stock may then be listed or quoted) on the date of exercise (or if no
such price is reported on such date, such price as is last reported on the
nearest preceding date on which such price is reported). If the shares are not
then either listed on any such exchange or quoted in NASDAQ/NMS, the fair market
value shall be the mean between the average of the "Bid" and the average of the
"Ask" prices, if any, as reported in the National Daily Quotation Service for
the date of the grant of the option, or, if none, shall be determined by taking
a weighted average of the means between the highest and lowest sales prices on
the nearest date before and the nearest date after the date of grant in
accordance with Treasury Regulations Section 25.2512-2. If the fair market value
cannot be determined under the preceding three sentences, it shall be determined
in good faith by the Committee.
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(b) Term of Option. The term of each Stock Option shall be fixed
by the Committee, provided, however, that each option shall expire not more than
ten (10) years from the date of the granting thereof, but shall be subject to
earlier termination as herein provided.
(c) Payment. Stock Options granted under the Plan may provide for
the payment of the exercise price by delivery of (i) cash or a check payable to
the order of the Company in an amount equal to the exercise price of such
options, (ii) shares of Common Stock of the Company owned by the optionee having
a fair market value equal in amount to the exercise price of the options being
exercised, or (iii) any combination of (i) and (ii), provided, however, that
payment of the exercise price by delivery of shares of Common Stock of the
Company owned by such optionee may be made only under such circumstances and on
such terms as may from time to time be established by the Committee. The fair
market value of any shares of the Company's Common Stock which may be delivered
upon exercise of an option shall be determined by the Committee based on the
fair market value of the Common Stock on the date the option is exercised as
determined by the Committee in accordance with Section 5(a) hereof. With the
consent of the Committee, payment may also be made by delivery of a properly
executed exercise notice to the Company, together with a copy of irrevocable
instruments to a broker to deliver promptly to the Company the amount of sale or
loan proceeds to pay the exercise price. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more
brokerage firms. No shares shall be issued until full payment therefor has been
made. A grantee of a Stock Option shall have none of the rights of a stockholder
until the shares are issued.
(d) Exercise of Option. The shares covered by a Stock Option may
be purchased in such installments and on such exercise dates as the Committee
may determine. Any shares not purchased on the applicable exercise date may be
purchased thereafter at any time prior to the final expiration of the Stock
Option. In no event (including those specified in paragraphs (e), (f) and (g) of
this section below) shall any Stock Option be exercisable after its specified
expiration period. To the extent that the right to purchase shares under an
option has accrued and is in effect, options may be exercised in full at one
time or in part from time to time, by giving written notice, signed by the
person or persons exercising the option, to the Company, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares as provided in subparagraph (c) above. Upon such
exercise, delivery of a certificate for paid-up non-assessable shares shall be
made at the principal office of the Company to the person or persons exercising
the option at such time, during ordinary business hours, not more than thirty
(30) days from the date of receipt of the notice by the Company, as shall be
designated in such notice, or at such time, place and manner as may be agreed
upon by the Company and the person or persons exercising the option.
(e) Termination of Employment. Except as otherwise provided in
this Section 5(e), an option granted to any employee optionee who ceases to be
an employee of the Company or one of its subsidiaries shall terminate on the
last day of the third month after the date such optionee ceases to be an
employee of the Company or one of its subsidiaries, or on the date on which the
option expires by its terms, whichever occurs first.
(i) If such termination of employment is because of
dismissal for cause or because the employee is in breach of any employment
agreement, such option will terminate on the date the optionee ceases to be an
employee of the Company or one of its subsidiaries
(ii) If such termination of employment is because the
optionee has become permanently disabled (within the meaning of Section 22
(e)(3) of the Code), such option shall terminate on the last day of the twelfth
month from the date such optionee ceases to be an employee, or on the date on
which the option expires by its terms, whichever occurs first.
(iii) In the event of the death of any optionee, any option
granted to such optionee shall terminate on the last day of the twelfth month
from the date of death, or on the date on which the option expires by its terms,
whichever occurs first.
(f) Exercisability on Termination of Employment. Except as
provided below, an option granted to an employee optionee who ceases to be an
employee of the Company or one of its subsidiaries shall be exercisable
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only to the extent that the right to purchase shares under such option has
accrued and is in effect on the date such optionee ceases to be an employee of
the Company or one of its subsidiaries.
(i) An option granted to an employee optionee who ceases
to be an employee of the Company or one of its subsidiaries because he or she
has become permanently disabled, as defined above, shall be exercisable to the
full number of shares covered by such option.
(ii) In the event of the death of any optionee, the option
granted to such optionee may be exercised to the full number of shares covered
thereby, whether or not under the provisions of Section 9 hereof the optionee
was entitled to do so at the date of his or her death, by the estate of such
optionee, or by any person or persons who acquired the right to exercise such
option by bequest or inheritance or by reason of the death of such optionee.
(g) Limits on Incentive Stock Options. Except as may otherwise be
permitted by the Code, the Committee shall not grant, in the aggregate under all
plans of the Company, a Participant ISOs that are first exercisable during any
one calendar year to the extent that the aggregate fair market value of the
Common Stock with respect to which such ISOs are granted, at the time the ISOs
are granted, exceeds $100,000.
6. TERMS OF RESTRICTED STOCK.
The Committee may issue shares of Common Stock to a Participant which
shares shall be subject to the following terms and conditions and such other
terms and conditions as the Committee may prescribe for the award of restricted
stock ("RS"):
(a) Requirement of Employment. A Participant awarded an RS must
remain in the employment of the Company during a period designated by the
Committee, but no less than three (3) years from the date of grant ("Restriction
Period"). If the Participant leaves the employment of the Company prior to the
end of the Restriction Period, the RS shall terminate and the shares of Common
Stock shall be returned immediately to the Company; provided that the Committee
may, at the time of the grant, provide for the employment restriction to lapse
with respect to a portion of the RS at different times during the Restriction
Period. The Committee may, in its discretion, also provide for such complete or
partial exceptions to the employment restriction as it deems equitable.
(b) Restrictions on Transfer and Legend of Stock Certificates.
During the Restriction Period, the Participant may not sell, assign, transfer,
pledge, or otherwise dispose of the shares of Common Stock. Each certificate for
shares of Common Stock issued hereunder shall contained a legend giving
appropriate notice of the restrictions in the grant.
(c) Custody of Certificates. The Committee may require, under such
terms and conditions as it deems appropriate or desirable, that the certificates
for shares of Common Stock delivered under the Plan may be held in custody by a
bank or other institution, or that the Company may itself hold such shares in
custody until the Restriction Period expires or until restrictions thereon
otherwise lapse, and may require, as a condition of any award of RS that the
Participant shall have delivered a stock power endorsed in blank relating to the
RS.
(d) Lapse of Restrictions. All restrictions imposed under the RS
shall lapse upon the expiration of the Restriction Period if the conditions as
to employment set forth above have been met. The Participant shall then be
entitled to have the legend removed from the certificates.
(e) Dividends. The Committee shall, in its discretion, at the time
of the award of RS, provide that any dividends declared on the Common Stock
during the Restriction Period shall either be (i) paid to the Participant, or
(ii) accumulated for the benefit of the Participant and paid to the Participant
only after the expiration of the Restriction Period.
7. SHARES OF STOCK SUBJECT TO THE PLAN.
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(a) Aggregate Shares. The shares that may be delivered or
purchased under the Plan shall not exceed an aggregate of 1,000,000 shares of
Common Stock. Shares to be delivered or purchased under the Plan may be either
shares of authorized but unissued Common Stock or treasury shares.
(b) Reacquired Shares. In the event of a lapse, expiration,
termination or cancellation of any award granted under the Plan without the
issuance of shares or payment of cash, or if shares are issued as RS hereunder
and are reacquired by the Company pursuant to rights reserved upon the issuance
thereof, the shares subject to or reserved for such award may again be used for
new awards hereunder; provided that in no event may the number of shares issued
hereunder exceed the total number of shares reserved for issuance.
8. DILUTION AND OTHER ADJUSTMENTS.
(a) In the event of any change in the outstanding shares of Common
Stock by reason of any split, stock dividend, recapitalization, merger,
consolidation, combination or exchange of shares or other similar corporate
change, such equitable adjustments shall be made in the Plan and the awards
thereunder as the Committee determines are necessary and appropriate, including,
if necessary, an adjustment in the maximum number or kind of shares subject to
the Plan or outstanding awards which may be or have been awarded to any
Participant, to the end that the proportionate interest of the Participant shall
be maintained as before the occurrence of such event; such adjustment in
outstanding Stock Options shall be made without change in the total price
applicable to the unexercised portion of such Stock Options and with a
corresponding adjustment in the option price per share. Such adjustment shall be
conclusive and binding for all purposes of the Plan.
(b) In addition, unless otherwise determined by the Committee in
its sole discretion, in the case of any (i) sale or conveyance to another entity
of all or substantially all of the property and assets of the Company or (ii)
Change in Control (as hereinafter defined) of the Company, the purchaser(s) of
the Company's assets or stock may, in his, her or its discretion, deliver to the
Participants the same kind of consideration that is delivered to the
shareholders of the Company as a result of such sale, conveyance or Change in
Control, or the Committee may cancel all outstanding Stock Options or awards in
exchange for consideration in cash or in kind, which consideration in both cases
shall be equal in value to the value of those shares of stock or other
securities the Participant would have received had the option been exercised (to
the extent then exercisable) or the Restricted Period on RS awards had
accelerated or lapsed, and no disposition of the shares acquired upon such
exercise been made prior to such sale, conveyance or Change in Control, less the
option price therefor. Upon receipt of such consideration by the Participant,
his or her or its award shall immediately terminate and be of no further force
and effect. The value of the stock or other securities the Participant would
have received if the option had been exercised shall be determined in good faith
by the Committee of the Company, and in the case of shares of the Common Stock
of the Company, in accordance with, the provision of Section 5(a) hereof. The
Committee shall also have the power and right to accelerate the exercisability
of any Stock Options or the lapse of Restricted Periods of RS awards,
notwithstanding any limitations in this Plan or in the Agreement upon such a
sale, conveyance or Change in Control. Upon such acceleration, any Stock Options
or portion thereof originally designated as incentive stock options that no
longer qualify as incentive stock options under Section 422 of the Code as a
result of such acceleration shall be redesignated as non-qualified stock
options. A "Change in Control" shall be deemed to have occurred if any person,
or any two or more persons acting as a group, and all affiliates of such person
or persons, who prior to such time owned less than thirty percent (30%) of the
then outstanding Common Stock of the Company, shall acquire such additional
shares of the Company's Common Stock in one or more transactions, or series of
transactions, such that following such transaction or transactions, such person
or group and affiliates beneficially own thirty percent (30%) or more of the
Company's Common Stock outstanding.
(c) Upon dissolution or liquidation of the Company, all awards
granted under this Plan shall terminate, but each option holder shall have the
right, immediately prior to such dissolution or liquidation, to exercise his or
her option to the extent then exercisable.
(d) If by reason of a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization, or liquidation, the Committee
shall authorize the issuance or assumption of an award or awards in
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a transaction to which Section 424(a) of the Code applies, then, notwithstanding
any other provision of the Plan, the Committee may grant awards upon such terms
and conditions as it may deem appropriate for the purpose of assumption of the
old award, or substitution of a new award for the old award, in conformity with
the provisions of such Section 424(a) of the Code and the Treasury Regulations
thereunder, and any such award shall not reduce the number of shares otherwise
available for issuance under the Plan
(e) No fraction of a share shall be purchasable or deliverable
upon the exercise of any award, but in the event any adjustment hereunder of the
number of shares covered by the award shall cause such number to include a
fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares.
9. MISCELLANEOUS PROVISIONS.
(a) Rights as Shareholder. A Participant under the Plan shall have
no rights as a holder of Common Stock with respect to awards of Stock Options
hereunder, unless and until certificates for shares of Common Stock are issued
to the Participant.
(b) Assignment or Transfer. No awards under the Plan or any rights
or interests therein shall be assignable or transferable by a Participant except
by will or the laws of descent and distribution. During the lifetime of a
Participant, awards hereunder are exercisable only by, and payable only to, the
Participant or if the Participant is disabled, by the participant's duly
appointed guardian or legal representative.
(c) Requirements for Transfer. No shares of Common Stock shall be
issued or transferred under the Plan until all legal requirements applicable to
the issuance or transfer of such shares have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any issuance of shares of Common Stock made to any Participant upon such
Participant's written undertaking to comply with such restrictions on his
subsequent disposition of such shares as the Committee or the Company shall deem
necessary or advisable as a result of any applicable law, regulation or official
interpretation thereof, and certificates representing such shares may be
legended to reflect any such restrictions. It is intended that all exercises of
Stock Options and lapse of restrictions on RS awards shall be effective, and the
Company shall use its best efforts to bring about compliance with the above
conditions within a reasonable time, except that the Company shall be under no
obligation to qualify shares or to cause a registration statement or a
post-effective amendment to any registration statement to be prepared for the
purpose of covering the issue of shares in respect of which any option may be
exercised, except as otherwise agreed to by the Company in writing.
(d) Purchase for Investment; Rights of Holder on Subsequent
Registration. Unless the shares to be issued pursuant to an award granted under
the Plan have been effectively registered under the Securities Act of 1933, as
now in force or hereafter amended, the Company shall be under no obligation to
issue any shares covered by any award unless the person holding such award, in
whole or in part, shall give a written representation and undertaking to the
Company which is satisfactory in form and scope to counsel for the Company and
upon which, in the opinion of such counsel, the Company may reasonably rely,
that he or she or it is acquiring the shares issued pursuant to the award for
his or her or its own account as an investment and not with a view to, or for
sale in connection with, the distribution of any such shares, and that he or she
or it will make no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the Securities Act of
1933, or any other applicable law, and that if shares are issued without such
registration, a legend to this effect may be endorsed upon the securities so
issued. In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the Securities Act of 1933 or other applicable
statutes any shares with respect to which an award shall have been granted or
exercised, or to qualify any such shares for exemption from the Securities Act
of 1933 or other applicable statutes, then the Company may take such action and
may require from each Participant such information in writing for use in any
registration statement, supplementary registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to the Company and its officers and
directors and controlling persons from such holder against all losses, claims,
damages arid liabilities arising from such use of the information so furnished
and caused by any untrue statement of any material fact therein or caused
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by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.
(e) Withholding Taxes. The Company shall have the right to deduct
from all awards hereunder paid in cash any federal, state, local or foreign
taxes required by law to be withheld with respect to such awards and, with
respect to awards paid in stock or upon exercise of Stock Options, to require
the payment (through withholding from the participant's salary or otherwise) of
any such taxes. Alternatively, with the approval of the Committee, which shall
have to the sole discretion to grant such approval, the Company may issue or
transfer the number of shares of Common Stock under an award net of the number
of shares sufficient to satisfy the withholding tax requirements. The Committee
shall also have the right to require that shares be withheld from delivery to
satisfy such condition. For withholding tax purposes, the shares of Common Stock
shall be valued on the date the withholding obligation is incurred. The
obligation of the Company to make delivery of awards in cash or Common Stock
shall be subject to currency or other restrictions imposed by any government.
(f) No Rights to Awards. No employee or other person shall have
any claim or right to be granted an award under the Plan.
(g) Compliance with Section 16(b). It is intended that the
provisions of the Plan and any transactions and each award thereunder to a
person subject to the reporting requirements of Section 16(a) of the Act shall
comply in all respects with the terms and conditions of Rule l6b-3 under the
Securities Exchange Act of 1934 (the "Act"), or any successor provisions. Any
agreement granting awards shall contain such provisions as are deemed necessary
or appropriate to assure such compliance. To the extent that any provision
hereof is found not to be in compliance with such Rule, such provision shall be
deemed to be modified so as to be in compliance with such Rule, or if such
modification is not possible, shall be deemed to be null and void, as it relates
to a recipient subject to Section 16(a) of the Act, to the extent permitted by
law and deemed advisable by the Committee
(h) Costs and Expenses. The cost and expenses of administering the
Plan shall be borne by the Company and not charged to any award nor to any
Participant receiving an award.
(i) The Right of the Company to Terminate Employment. No provision
in the Plan or any award shall confer upon any employee any right to continue in
the employment of the Company or any subsidiary or division of the Company or to
continue performing services for or to interfere in any way with the right of
the Company or any subsidiary or division of the Company to terminate his
employment or of the right of shareholders of the Company to remove such
employee or person as a director at any time for any reason.
(j) Approval of Shareholders, etc. The Company shall submit the
Plan to its shareholders for approval within 12 months of the adoption of the
Plan by the Board of Directors; provided further that unless shareholder
approval is obtained within said twelve-month period, both the Plan and all
outstanding awards shall be rendered immediately void and of no effect. The
Committee may grant awards under the Plan prior to such approval, but any such
award shall become effective as of the date of grant only upon such approval
and, accordingly, no such award may be exercisable prior to such approval.
(k) Notices. Any communication or notice required or permitted to
be given under the Plan shall be in writing, and mailed by registered or
certified mail or delivered by hand, if to the Company, to its principal place
of business, attention: President, and, if to an optionee, to the address as
appearing on the records of the Company.
10. AMENDMENTS AND TERMINATION.
The Committee may at any time terminate or from time to time amend the
Plan in whole or in part, but no such action shall adversely affect any rights
or obligations with respect to any awards theretofore made under the Plan.
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Unless approved by the holders of Common Stock of the Company, no
amendment of the Plan shall be be effective that would (i) materially increase
the benefits accruing to participants under the Plan, (ii) materially increase
the number of shares which may be issued under the Plan, (iii) materially modify
the requirements for participation in the Plan, or (iv) make such other changes
in the Plan which would require shareholder approval pursuant to Rule 16b-3
under the 1934 Act.
With the consent of the Participant affected, the Committee may amend
outstanding agreements evidencing awards under the Plan in a manner not
inconsistent with the terms of the Plan.
11. EFFECTIVE DATE AND TERM OF PLAN.
The Plan shall become effective on the date it is approved by the
stockholders of the Company. No awards shall be made under the Plan after April
1, 2012. The Plan will continue in effect for existing awards so long as any
such award is outstanding.
AS APPROVED BY THE STOCKHOLDERS ON MAY 21, 2002, with amendments adopted by the
board of directors on May 21, 2002. The amendments, which reduced the number of
shares authorized under the Plan, limited the restriction period for restricted
stock awards to not less than 3 years and clarified the circumstances under
which the Plan may be amended without shareholder approval, were adopted by the
board of directors at the request of certain institutional shareholders as a
condition to such shareholders' agreement to vote in favor of the Plan.
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