1
EXHIBIT 10.3
W. R. GRACE & CO.
1981 STOCK INCENTIVE PLAN
(As amended through September 28, 1996)
2
W. R. GRACE & CO.
1981 STOCK INCENTIVE PLAN
Section 1. PURPOSES: The purposes of this Plan are (a) to secure for
the Company the benefits of incentives inherent in ownership of Common Stock by
Key Employees, (b) to encourage Key Employees to increase their interest in the
future growth and prosperity of the Company and to stimulate and sustain
constructive and imaginative thinking by Key Employees, (c) to further the
identity of interests of those who hold positions of major responsibility in
the Company and its Subsidiaries with the interests of the Company's
shareholders, and (d) to induce the employment or continued employment of Key
Employees and to enable the Company to compete with other organizations
offering similar or other incentives in obtaining and retaining the services of
competent executives.
Section 2. DEFINITIONS: Unless otherwise required by the context, the
following terms when used in this Plan shall have the meanings set forth in
this Section 2.
Board of Directors: The Board of Directors of the Company.
Common Stock: The common stock of the Company, par value $0.01 per
share, or such other class of shares or other securities or property as may be
applicable pursuant to the provisions of section 8.
Company: W. R. Grace & Co., a Delaware corporation.
Fair Market Value: As applied to any date, the mean between the high
and low sales prices of a share of Common Stock as reported on the Consolidated
Transactions Tape for securities listed on the New York Stock Exchange for such
date or, if no such sales were reported for such date, on the next preceding
date for which sales were so reported.
Grace-Connecticut: W. R. Grace & Co.-Conn., a Connecticut corporation
which is a subsidiary of the Company and which was formerly known as "W. R.
Grace & Co."
Grace-New York: Fresenius National Medical Care Holdings, Inc., a New
York corporation which was formerly the sole shareholder of the Company and was
formerly known as "W. R. Grace & Co."
Incentive Committee: The committee designated by the Board of
Directors to administer stock incentive and stock option plans of the Company
and its subsidiaries.
Incentive Compensation: Bonuses, extra and other compensation payable
in addition to a salary or other base amount, whether contingent or not,
whether discretionary or required to be paid pursuant to a plan, agreement,
resolution or arrangement, and whether payable currently or on a deferred
basis, in cash, Common Stock or other
3
property, awarded by the Company or a Subsidiary prior or subsequent to the
date of the approval and adoption of this Plan.
Incentive Stock Option: An option, including an Option as the context
may require, intended to meet the requirements of section 422A of the Internal
Revenue Code and the regulations thereunder applicable to incentive stock
options adopted by the Secretary of the Treasury or his delegate, or any
provisions that may be adopted to amend or replace such section or regulations
or both.
Key Employee: An employee of the Company or of a Subsidiary, including
an officer or director who is an employee, who in the opinion of the Incentive
Committee can contribute significantly to the growth and successful operations
of the Company or a Subsidiary. The grant of a Stock Incentive to an employee
by the Incentive Committee shall be deemed a determination by the Incentive
Committee that such employee is a Key Employee.
Non-Statutory Stock Option: An option, including an Option as the
context may require, which is not an Incentive Stock Option or another form of
statutory stock option (within the meanings of sections 422, 423 and 424 of the
Internal Revenue Code and the regulations thereunder as adopted and amended
from time to time by the Secretary of the Treasury or his delegate).
Option: An option to purchase shares of Common Stock.
Plan: The 1981 Stock Incentive Plan of the Company herein set forth as
the same may from time to time be amended.
Performance Unit: A unit representing a share of Common Stock subject
to a Stock Award, the issuance, transfer or retention of which, in whole or in
part, is contingent upon or measured by the attainment of a specified
performance objective or objectives, including, without limitation, objectives
determined (on a consolidated or unconsolidated basis) by reference to or
changes in (a) the Fair Market Value, book value or earnings per share of
Common Stock, or (b) the sales and revenues, earnings, return on capital
employed, asset values or net worth of the Company or one or more of its
groups, divisions, Subsidiaries or other units, or (c) a combination of two or
more of the foregoing or other factors.
Stock Award: An issuance or transfer of shares of Common Stock at the
time the Stock Incentive is granted or as soon thereafter as practicable, or an
undertaking (other than an Option) to issue or transfer such shares in the
future, including, without limitation, such an issuance, transfer or
undertaking with respect to Performance Units.
-2-
4
Stock Incentive: A stock incentive granted under this Plan in one of
the forms provided for in section 3.
Subsidiary: A corporation (or other form of business association) of
which shares (or other ownership interests) (a) having 50% or more of the
voting power regularly entitled to vote for directors (or equivalent management
rights) or (b) regularly entitled to receive 50% or more of the dividends (or
their equivalents) paid on the common stock (or its equivalent) are owned,
directly or indirectly, by the Company; provided, however, that in the case of
an Incentive Stock Option, the term "Subsidiary" shall mean a Subsidiary (as
defined by the preceding clause) which is also a "subsidiary corporation" as
defined in section 425(f) of the Internal Revenue Code and the regulations
thereunder adopted by the Secretary of the Treasury or his delegate, or any
provisions that may be adopted to amend or replace such section or regulations
or both.
Section 3. GRANTS OF STOCK INCENTIVES:
(a) Subject to the provisions of this Plan, the Incentive
Committee may at any time, or from time to time, grant Stock Incentives under
this Plan to, and only to, Key Employees.
(b) Stock Incentives may be granted in the following forms:
(i) a Stock Award, or
(ii) an Option, or
(iii) a combination of a Stock Award and an Option.
Section 4. STOCK SUBJECT TO THIS PLAN:
(a) Subject to the provisions of paragraphs (c) and (e) of
this section 4 and of section 8, (i) the maximum number of shares of Common
Stock which may be issued or transferred pursuant to Stock Incentives granted
under this Plan shall not exceed 5,000,000 shares of Common Stock, (ii) the
maximum number of shares of Common Stock which may be acquired upon exercise of
Options granted at any time or from time to time under this Plan to any one Key
Employee shall in no event exceed 5% of the maximum number of shares which may
be issued or transferred pursuant to Stock Incentives granted under this Plan,
and (iii) the maximum number of shares of Common Stock which may be acquired
upon exercise of Options granted at any time or from time to time under this
Plan to Key Employees serving as directors of the Company at the time they
recommend this Plan for approval and adoption by the shareholders of the
Company shall in no event exceed 25% of the maximum number of the shares which
may be issued or transferred pursuant to Stock Incentives granted under this
Plan.
-3-
5
(b) Authorized but unissued shares of Common Stock and shares
of Common Stock held in the treasury, whether acquired by the Company
specifically for use under this Plan or otherwise, may be used, as the
Incentive Committee may from time to time determine, for purposes of this Plan,
provided, however, that any shares acquired or held by the Company for the
purposes of this Plan shall, unless and until transferred to a Key Employee in
accordance with the terms and conditions of a Stock Incentive, be and at all
times remain treasury shares of the Company, irrespective of whether such
shares are entered in a special account for purposes of this Plan, and shall be
available for any corporate purpose.
(c) If any shares of Common Stock subject to a Stock
Incentive shall not be issued or transferred and shall cease to be issuable or
transferable because of the termination, in whole or in part, of such Stock
Incentive or for any other reason, or if any such shares shall, after issuance
or transfers be reacquired by the Company or a Subsidiary because of an
employee's failure to comply with the terms and conditions of a Stock
Incentive, the shares not so issued or transferred, or the shares so reacquired
by the Company or a Subsidiary, shall no longer be charged against any of the
limitations provided for in paragraph (a) of this section 4 and may again be
made subject to Stock Incentives.
(d) For purposes of this section 4, Common Stock shall
include shares of common stock, par value $1.00 per share, of Grace-Connecticut
issued or transferred pursuant to Stock Incentives granted by Grace-Connecticut
under this Plan as in effect prior to its adoption by the Company, except that
in determining, for purposes of this section 4, the number of shares so issued
or transferred by Grace-Connecticut prior to the two-for-one split of the
common stock of Grace-Connecticut which occurred in December 1987, adjustment
shall be made to reflect such stock split.
(e) For purposes of this section 4, Common Stock shall
include shares of common stock, par value $1.00 per share, of Grace-New York
issued or transferred pursuant to Stock Incentives granted under this Plan as
in effect prior to its assumption by the Company; provided that the number of
shares of Common Stock that may be issued or transferred following the
effective date of the adoption and assumption of this Plan by the Company (as
specified in section 9) pursuant to Stock Incentives granted under this Plan
shall not exceed 4,347 shares.
Section 5. STOCK AWARDS: Stock Incentives in the form of Stock Awards
shall be subject to the following provisions:
(a) A Stock Award shall be granted only in payment of
Incentive Compensation that has been earned or as Incentive Compensation to be
earned, including, without limitation, Incentive Compensation awarded
concurrently with or prior to the grant of the Stock Award.
-4-
6
(b) For the purposes of this Plan, in determining the value
of a Stock Award, all shares of Common Stock subject to such Stock Award shall
be valued at not less than 100% of the Fair Market Value of such shares on the
date such Stock Award is granted, regardless of whether or when such shares are
issued or transferred to the Key Employee and whether or not such shares are
subject to restrictions which affect their value.
(c) Shares of Common Stock subject to a Stock Award may be
issued or transferred to the Key Employee at the time the Stock Award is
granted, or at any time subsequent thereto, or in installments from time to
time, as the Incentive Committee shall determine. In the event that any such
issuance or transfer shall not be made to the Key Employee at the time the
Stock Award is granted, the Incentive Committee may provide for payment to such
Key Employee, either in cash or shares of Common Stock, from time to time or at
the time or times such shares shall be issued or transferred to such Key
Employee, of amounts not exceeding the dividends which would have been payable
to such Key Employee in respect of such shares (as adjusted under section 8) if
such shares had been issued or transferred to such Key Employee at the time
such Stock Award was granted. Any amount payable in shares of Common Stock
under the terms of a Stock Award may, at the discretion of the Company, be paid
in cash, on each date on which delivery of shares would otherwise have been
made, in an amount equal to the Fair Market Value on such date of the shares
which would otherwise have been delivered.
(d) 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 issued or transferred pursuant
to such Stock Award, as the Incentive Committee shall determine; provided,
however, that upon the issuance or transfer of shares pursuant to a Stock
Award, the recipient shall, with respect to such shares, be and become a
shareholder of the Company fully entitled to receive dividends, to vote 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
instrument in such form as the Incentive Committee shall determine provided the
Stock Award is consistent with this Plan and incorporates it by reference.
Section 6. OPTIONS: Except as otherwise provided in section 12, Stock
Incentives in the form of Options shall be subject to the following provisions:
(a) Subject to the provisions of section 8, the purchase
price per share shall be not less than 100% of the Fair Market Value of a share
of Common Stock on the date the Option is granted. The purchase price shall be
paid in cash or, if so provided in the Option or authorized by the Incentive
Committee (and subject to such terms and conditions as are specified in the
Option or by the Incentive Committee), in shares of Common Stock delivered to
the Company or in a combination of cash and such shares. Shares of Common Stock
thus delivered shall be valued at their Fair Market Value on the date of
exercise.
-5-
7
(b) Each Option may be exercisable in full at the time of
grant, or may become exercisable in one or more installments and at such time
or times, as the Incentive Committee shall determine. Unless otherwise provided
in the Option, an Option, to the extent it is or becomes exercisable, may be
exercised at any time in whole or in part until the expiration or termination
of the Option.
(c) Each Option shall be exercisable during the life of the
optionee only by him, and after his death only by his estate or by a person who
acquired the right to exercise the Option by will or the laws of descent and
distribution. An Option, to the extent that it shall not have been exercised,
shall terminate when the optionee ceases to be an employee of the Company or a
Subsidiary, unless he ceases to be an employee by reason of his resignation
with the consent of the Incentive Committee (which consent may be given before
or after resignation), or by reason of his death, incapacity or retirement
under a retirement plan of the Company or a Subsidiary. Except as provided in
the next sentence, if the optionee ceases to be an employee by reason of such
resignation, the Option shall terminate three months after he ceases to be an
employee. If the optionee ceases to be an employee by reason of such death,
incapacity or retirement, or if he should die during the three-month period
referred to in the preceding sentence, the Option shall terminate 15 months
after he ceases to be an employee. Where an Option is exercised more than three
months after the optionee ceased to be an employee, it may be exercised only to
the extent it could have been exercised three months after he ceased to be an
employee. A leave of absence for military or governmental service or for other
purposes shall not, if approved by the Incentive Committee, be deemed a
termination of employment within the meaning of this paragraph (c), provided,
however, that an Option may not be exercised during any such leave of absence.
Notwithstanding the foregoing provisions of this paragraph (c) or any other
provision of this Plan, no Option shall be exercisable after expiration of a
period of ten years and one month from the date the Option is granted. Where a
Non-Statutory Stock Option is granted for a term of less than ten years and one
month, the Incentive Committee may, at any time prior to the expiration of the
Option, extend its term for a period ending not later than ten years and one
month from the date the Option was granted. Such an extension shall not be
deemed the grant of an Option under this Plan.
(d) Options shall be granted for such lawful consideration as
the Incentive Committee may determine.
(e) Neither the Company nor any Subsidiary may directly or
indirectly lend any money to any person for the purpose of assisting him to
purchase or carry shares of Common Stock issued or transferred upon the
exercise of an Option.
(f) No Option nor any right thereunder may be assigned or
transferred by the optionee except by will or the laws of descent and
distribution. If so provided in the Option or if so authorized by the Incentive
Committee and subject to such terms and conditions
-6-
8
as are specified in the Option or by the Incentive Committee, the Company
shall, upon or without the request of the holder of the Option and at any time
or from time to time, cancel all or a portion of the Option then subject to
exercise and either (i) pay the holder an amount of money equal to the excess,
if any, of the Fair Market Value, at such time or times, of the shares subject
to the portion of the Option so canceled over the purchase price of such
shares, or (ii) issue or transfer shares of Common Stock to the holder with a
Fair Market Value, at such time or times, equal to such excess.
(g) An Option granted under the Plan may, but need not, be an
Incentive Stock Option. All shares of Common Stock which may be made subject to
Stock Incentives under this Plan may be made subject to Incentive Stock
Options; provided that, the aggregate Fair Market Value (determined as of the
time the option is granted) of the shares subject to each installment becoming
exercisable for the first time in any calendar year under Incentive Stock
Options granted to any employee on or after January 1, 1987 (under all plans,
including this Plan, of his employer corporation and its parent and subsidiary
corporation) shall not exceed $100,000.
(h) Each Option shall be evidenced by a written instrument,
which shall contain such terms and conditions, and shall be in such form, as
the Incentive Committee shall determine, provided the Option is consistent with
this Plan and incorporates it by reference. Notwithstanding the preceding
sentence, an Option, if so approved by the Incentive Committee, may include
restrictions and limitations in addition to those provided for in this Plan.
Section 7. COMBINATIONS OF STOCK AWARDS AND OPTIONS: Stock Incentives
authorized by paragraph (b)(iii) of section 3 in the form of combinations of
Stock Awards and Options shall be subject to the following provisions:
(a) A Stock Incentive may be a combination of any form of
Stock Award with any form of Option; provided, however, that the terms and
conditions of such Stock Incentive pertaining to a Stock Award are consistent
with section 5 and the terms and conditions of such Stock Incentive pertaining
to an Option are consistent with section 6.
(b) Such combination Stock Incentive shall be subject to such
other terms and conditions as the Incentive Committee may determine, including,
without limitation, a provision terminating in whole or in part a portion
thereof upon the exercise in whole or in part of another portion thereof. Such
combination Stock Incentive shall be evidenced by a written instrument in such
form as the Incentive Committee shall determine, provided it is consistent with
this Plan and incorporates it by reference.
-7-
9
Section 8. ADJUSTMENT PROVISIONS:
(a) In the event that any reclassification, split-up or
consolidation of shares of Common Stock shall be effected, or the outstanding
shares of Common Stock are, in connection with a merger or consolidation of the
Company or a sale by the Company of all or a part of its assets, exchanged for
a different number or class of shares of stock or other securities or property
of the Company or for shares of the stock or other securities or property of
any other corporation or person, or a record date for determination of holders
of Common Stock entitled to receive a dividend payable in Common Stock shall
occur, (i) the number and class of shares or other securities or property that
may be issued or transferred pursuant to Stock Incentives thereafter granted,
(ii) the number and class of shares or other securities or property that have
not been issued or transferred under outstanding Stock Incentives, (iii) the
purchase price to be paid per share or other unit under outstanding Stock
Incentives, and (iv) the price to be paid per share or other unit by the
Company or a Subsidiary for shares or other securities or property issued or
transferred pursuant to Stock Incentives that are subject to a right of the
Company or a Subsidiary to reacquire such shares or other securities or
property, shall in each case be equitably adjusted as determined by the
Incentive Committee.
(b) In the event that there shall occur any spin-off or other
distribution of assets of the Company to its shareholders (including without
limitation an extraordinary dividend), (i) the number and class of shares or
other securities or property that may be issued pursuant to Stock Incentives
thereafter granted, (ii) the number and class of shares or other securities or
property that have not been issued under outstanding Stock Incentives, (iii)
the purchase price to be paid per share or other unit under outstanding Stock
Incentives, and (iv) the price to be paid per share or other unit by the
Company or a Subsidiary for shares or other securities or property issued
pursuant to Stock Incentives that are subject to a right of the Company or a
Subsidiary to reacquire such shares or other securities or property, shall in
each case be equitably adjusted as determined by the Incentive Committee.
Section 9. TERM: This Plan was deemed adopted and became effective on
the date it was approved and adopted by the shareholders of Grace-Connecticut.
This Plan was deemed adopted as to Grace-New York on the date of the adoption
and assumption thereof by Grace-New York's board of directors with the approval
of the shareholders of Grace-Connecticut and became effective as to Grace-New
York on the effective date of the merger of Grace Merger Corp., a subsidiary of
Grace-New York, with and into Grace-Connecticut. This Plan was deemed adopted
as to the Company on the date of the adoption and assumption thereof by the
Board of Directors and became effective as to the Company on September 28,
1996. No Stock Incentives shall be granted under this Plan after April 30,
1991.
-8-
10
Section 10. ADMINISTRATION:
(a) This Plan shall be administered by the Incentive
Committee. No director shall be designated as or continue to be a member of the
Incentive Committee unless he shall at the time of designation and service be a
"disinterested person" within the meaning of Rule 16b-3 of the Securities and
Exchange Commission (or any successor provision at the time in effect). A
member of the Incentive Committee shall not be eligible to be granted a Stock
Incentive while serving on the Incentive Committee. Grants of Stock Incentives
may be made by the Incentive Committee either in or without consultation with
employees, but in either case the Incentive Committee shall have full authority
to act in the matter of selection of all Key Employees and in granting Stock
Incentives to them.
(b) The Incentive Committee may establish such rules and
regulations, not inconsistent with the provisions of this Plan, as it deems
necessary to determine eligibility to participate in this Plan and for the
proper administration of this Plan, and may amend or revoke any rule or
regulation so established. The Incentive Committee may make such determinations
and interpretations under or in connection with this Plan as it deems necessary
or advisable. All such rules, regulations, determinations and interpretations,
subject to the provisions of section 3.10 of the By-laws of the Company, shall
be binding and conclusive upon the Company, its Subsidiaries, its shareholders
and all employees, and upon their respective legal representatives,
beneficiaries, successors and assigns and upon all other persons claiming under
or through any of them.
(c) Any action required or permitted to be taken by the
Incentive Committee under this Plan may be taken in accordance with Sections
3.10 and 3.11 of the By-laws of the Company even though, because of a vacancy
or vacancies as a result of resignations or otherwise, the total number of
directors who are then members of the Incentive Committee shall be less than
the number initially designated by the Board of Directors.
(d) Members of the Board of Directors and members of the
Incentive Committee acting under this Plan shall be fully protected in relying
in good faith upon the advice of counsel and shall incur no liability except
for gross negligence or willful misconduct in the performance of their duties.
Section 11. GENERAL PROVISIONS:
(a) Nothing ln this Plan nor in any instrument executed
pursuant hereto shall confer upon any employee any right to continue in the
employ of the Company or a Subsidiary, or shall affect the right of the Company
or of a Subsidiary to terminate the employment of any employee with or without
cause.
-9-
11
(b) No shares of Common Stock shall be issued or transferred
pursuant to a Stock Incentive unless and until all legal requirements
applicable to the issuance or transfer of such shares have, in the opinion of
counsel to the Company, been compiled with. In connection with any such
issuance or transfer the person acquiring the shares shall, if requested by the
Company, give assurances, satisfactory to counsel to the Company, in respect of
such matters as the Company or a Subsidiary may deem desirable to assure
compliance with all applicable legal requirements.
(c) No employee (individually or as a member of a group), and
no beneficiary or other person claiming under or through him, shall have any
right, title or interest in or to any shares of Common Stock allocated or
reserved for the purposes of this Plan or subject to any Stock Incentive except
as to such shares of Common Stock, if any, as shall have been issued or
transferred to him.
(d) The Company or a Subsidiary may, with the approval of the
Incentive Committee, enter into an agreement or other commitment to grant a
Stock Incentive in the future to a person who is or will be a Key Employee at
the time of grant, and, notwithstanding any other provision of this Plan, any
such agreement or commitment shall not be deemed the grant of a Stock Incentive
until the date on which the Incentive Committee takes action to implement such
agreement or commitment.
(e) In the case of a grant of a Stock Incentive to an
employee of a Subsidiary, such grant may, if the Incentive Committee so
directs, be implemented by the Company issuing or transferring the shares, if
any, covered by the Stock Incentive to the Subsidiary, for such consideration
as the Incentive Committee may specify, upon the condition or understanding
that the Subsidiary will transfer the shares to the employee in accordance with
the terms of the Stock Incentive specified by the Incentive Committee pursuant
to the provisions of this Plan. Notwithstanding any other provision hereof,
such Stock Incentive may be issued by and in the name of the Subsidiary and
shall be deemed granted on the date it is approved by the Incentive Committee,
on the date it is delivered by the Subsidiary or on such other date between
said two dates as the Incentive Committee shall specify.
(f) The Company or a Subsidiary may make such provisions as
it may deem appropriate for the withholding of any taxes which the Company or a
Subsidiary determines it is required to withhold in connection with any Stock
Incentive.
(g) Nothing ln this Plan is intended to be a substitute for,
or shall preclude or limit the establishment or continuation of, any other
plan, practice or arrangement for the payment of compensation or fringe
benefits to employees generally, or to any class or group of employees, which
the Company or any Subsidiary now has or may hereafter lawfully put into
effect, including, without limitation, any incentive compensation, retirement,
pension, group insurance, stock purchase, stock bonus or stock option plan.
-10-
12
Section 12. ACQUISITIONS: If the Company or any Subsidiary should
merge or consolidate with, or purchase stock or assets or otherwise acquire the
whole or part of the business of, another company, the Company in connection
therewith, upon the approval of the Incentive Committee, (a) may assume, in
whole or in part and with or without modifications or conditions, any stock
options granted by the acquired company to its employees in their capacity as
such, or (b) may grant new Options in substitution therefor; provided that the
granting of an option with the terms and conditions of the assumed or
substitute options is permissible under either this Plan or a plan approved by
the shareholders of the acquired company. For the purposes of the preceding
sentence, the permissibility of the granting of an option under a plan shall be
determined as of the date of grant of the original option by the acquired
company and not as of the date of assumption or substitution by the Company.
Section 13. AMENDMENTS AND DISCONTINUANCE:
(a) This Plan may be amended by the Board of Directors upon
the recommendation of the Incentive Committee, provided that, without the
approval of the shareholders of the Company, no amendment shall be made which
(i) increases the maximum number of shares of Common Stock that may be issued
or transferred pursuant to Stock Incentives, the maximum number of shares of
Common Stock that may be acquired upon exercise of Options granted to any one
employee or the maximum number of shares of Common Stock that may be acquired
upon exercise of Options granted to employees serving as directors, in each
case as provided in paragraph (a) of section 4, (ii) except as may be required
to conform this Plan to changes in the federal securities laws and the rules
and regulations of the Securities and Exchange Commission (or any successor
agency), withdraws the administration of this Plan from the Incentive Committee
or amends the provisions of paragraph (a) of section 10 with respect to
eligibility and disinterest of members of the Incentive Committee, (iii)
permits any person who is not at the time a Key Employee to be granted a Stock
Incentive, (iv) amends the provisions of paragraph (b) of section 5 or
paragraph (a) of section 6 to permit shares to be valued at, or to have a
purchase price of, respectively, less than 100% of Fair Market Value, (v)
amends section 9 to extend the date set forth therein, or (vi) amends this
section 13.
(b) The Board of Directors may by resolution adopted by a
majority of the entire Board of Directors discontinue this Plan.
(c) No amendment or discontinuance of this Plan by the Board
of Directors or the shareholders of the Company shall, without the consent of
the employee, adversely affect any Stock Incentive theretofore granted to him,
and no amendment by the Incentive Committee of any such Stock Incentive shall,
without the consent of the employee, adversely affect such Stock Incentive.
-11-