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EXHIBIT 99.1
EFFECTIVE JULY 1, 1997
THE BIBB COMPANY
1997 Omnibus Stock Incentive Plan
1. PURPOSE. The purpose of the 1997 Omnibus Stock Incentive Plan
(the "Plan") is to attract and retain officers and key employees for The Bibb
Company (the "Corporation") and its Subsidiaries and to provide to such persons
incentives and rewards for superior performance.
2. DEFINITIONS. As used in this Plan,
"Annual Meeting" means the annual meeting of shareholders of
the Corporation.
"Appreciation Right" means a right granted pursuant to
Section 5 of this Plan, including a Free-Standing Appreciation Right or a
Tandem Appreciation Right.
"Base Price" means the price to be used as the basis for
determining the Spread upon the exercise of a Free-standing Appreciation Right.
"Board" means the Board of Directors of the Corporation.
"Change in Control" shall have the meaning provided in
Section 12 of this Plan.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time.
"Committee" means the committee (or a subcommittee) described
in Section 17 of this Plan.
"Common Shares" means shares of common stock, $.01 par value
per share, of the Corporation or any security into which such Common Shares may
be changed by reason of any transaction or event of the type referred to in
Section 11 of this Plan.
"Covered Employee" means a Participant who is, or is
determined by the Committee to be likely to become, a "covered employee" within
the meaning of Section 162(m) of the Code (or any successor provision).
"Date of Grant" means the date specified by the Committee on
which a grant of Option Rights, Appreciation Rights, Performance Shares,
Performance Units, or Other Stock-Based Awards, or a grant or sale of
Restricted Shares or Deferred Shares shall become effective.
"Deferral Period" means the period of time during which
Deferred Shares are subject to deferral limitations under Section 7 of this
Plan.
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"Deferred Shares" means an award made pursuant to Section 7
of this Plan of the right to receive Common Shares at the end of a specified
Deferral Period.
"Designated Subsidiary" means a Subsidiary that is (i) not a
corporation or (ii) a corporation in which at the time the Corporation owns or
controls, directly or indirectly, less than eighty (80) percent of the total
combined voting power represented by all classes of stock issued by such
corporation.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time.
"Free-standing Appreciation Right" means an Appreciation
Right granted pursuant to Section 5 of this Plan that is not granted in tandem
with an Option Right or similar right.
"Incentive Stock Options" means Options Rights that are
intended to qualify as "incentive stock options" under Section 422 of the Code
or any successor provision.
"Management Objectives" means the measurable performance
objective or objectives established pursuant to this Plan for Participants who
have received grants of Performance Shares or Performance Units or, when so
determined by the Committee, Option Rights, Appreciation Rights, Restricted
Shares and dividend credits, or Other Stock-Based Awards pursuant to this Plan.
Management Objectives may be described in terms of Corporation-wide objectives
or objectives that are related to the performance of the individual Participant
or of the Subsidiary, division, department, region or function within the
Corporation or Subsidiary in which the Participant is employed. The Management
Objectives may be made relative to the performance of other corporations. The
Management Objectives applicable to any award to a Covered Employee shall be
based on specified levels of growth or improvement in one or more of the
following criteria:
1. earnings;
2. earnings per share (earnings per share will be
calculated without regard to any change in
accounting standards that may be required by the
Financial Accounting Standards Board after the goal
is established);
3. share prices;
4. shareholder return;
5. return on invested capital, equity, or assets;
6. operating earnings;
7. sales;
8. productivity;
9. cash flow;
10. market share;
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11. profit margin;
12. customer service; and/or
13. economic value added.
If the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Corporation, or the manner in
which it conducts its business, or other events or circumstances render the
Management Objectives unsuitable, the Committee may in its discretion modify
such Management Objectives or the related minimum acceptable level of
achievement, in whole or in part, as the Committee deems appropriate and
equitable, except in the case of a Covered Employee where such action would
result in the loss of the otherwise available exemption of the award under
Section 162(m) of the Code. In such case, the Committee shall not make any
modification of the Management Objectives or minimum acceptable level of
achievement.
"Market Value per Share" means, as of any particular date, the average
of the highest and lowest quoted selling prices for Common Shares on the
relevant date, or (if there were no sales on such date) the weighted average of
the means between the highest and lowest quoted selling prices on the nearest
day before and the nearest day after the relevant date; provided, however, that
if the Shares are not traded on a national securities exchange in the United
States, the Committee shall determine "Market Value per Share" in its
discretion.
"Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.
"Option Price" means the purchase price payable on exercise of an
Option Right.
"Option Right" means the right to purchase Common Shares upon exercise
of an option granted pursuant to Section 4 or Section 9 of this Plan.
"Other Stock-Based Awards" means those awards referred to in Section 9
of this Plan.
"Participant" means a person who is selected by the Committee to
receive benefits under this Plan and who is at the time an officer, or other
key employee of the Corporation or any one or more of its Subsidiaries, or who
has agreed to commence serving in any of such capacities within 90 days of the
Date of Grant.
"Performance Period" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.
"Performance Share" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.
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"Performance Unit" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.
"Reloaded Option Rights" means additional Option Rights granted
automatically to an Optionee upon the exercise of Option Rights pursuant to
Section 4(f) of this Plan.
"Restricted Shares" means Common Shares granted or sold pursuant to
Section 6 or Section 9 of this Plan as to which neither the substantial risk of
forfeiture nor the prohibition on transfers referred to in such Section 6 has
expired.
"Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission (or any successor rule to the same effect) as in effect from time to
time.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder, as such law, rules and regulations may be
amended from time to time.
"Spread" means the excess of the Market Value per Share of the Common
Shares on the date when an Appreciation Right is exercised, or on the date when
Option Rights are surrendered in payment of the Option Price of other Option
Rights, over the Option Price provided for in the related Option Right.
"Subsidiary" means a corporation, company or other entity
(i) more than 50 percent of whose outstanding shares or
securities (representing the right to vote for the election of
directors or other managing authority) are, or
(ii) which does not have outstanding shares or securities
(as may be the case in a partnership, joint venture or unincorporated
association), but more than 50 percent of whose ownership interest
representing the right generally to make decisions for such other
entity is,
now or hereafter, owned or controlled, directly or indirectly, by the
Corporation except that for purposes of determining whether any person may be a
Participant for purposes of any grant of Incentive Stock Options, "Subsidiary"
means any corporation in which at the time the Corporation owns or controls,
directly or indirectly, more than 50 percent of the total combined voting power
represented by all classes of stock issued by such corporation.
"Tandem Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is granted in tandem with an Option
Right or any similar right granted under any other plan of the Corporation.
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"Voting Shares" means at any time, the then-outstanding securities
entitled to vote generally in the election of directors of the Corporation.
3. SHARES AVAILABLE UNDER THE PLAN. (a)Subject to adjustment as
provided in Section 11 of this Plan, the number of Common Shares that may be
issued or transferred (i) upon the exercise of Option Rights or Appreciation
Rights, (ii) as Restricted Shares and released from substantial risks of
forfeiture thereof, (iii) as Deferred Shares, (iv) in payment of Performance
Shares or Performance Units that have been earned, (v) as Other Stock-Based
Awards, (vi) in payment of dividend equivalents paid with respect to awards
made under the Plan shall not exceed in the aggregate 1,000,000 shares plus any
shares specified in paragraph (b) of this Section 3. Such shares may be shares
of original issuance or treasury shares or a combination of the foregoing. Upon
the payment of any Option Price by the transfer to the Corporation of Common
Shares or upon satisfaction of any withholding amount by means of transfer or
relinquishment of Common Shares, there shall be deemed to have been issued or
transferred under this Plan only the net number of Common Shares actually
issued or transferred by the Corporation.
(b) Total shares available under the plan shall also include
(i) any shares relating to awards that expire or are forfeited or cancelled and
(ii) the number of shares repurchased by the Corporation after July 1, 1997 in
the open market or otherwise and having an aggregate purchase price no greater
than the amount of cash proceeds received by the Corporation from the sale of
Common Shares under the Plan.
(c) Upon payment in cash of the benefit provided by any award
granted under this Plan, any shares that were covered by that award shall again
be available for issue or transfer hereunder.
(d) Notwithstanding anything in this Section 3, or elsewhere
in this Plan, to the contrary, the aggregate number of Common Shares actually
issued or transferred by the Corporation upon the exercise of Incentive Stock
Options shall not exceed 1,000,000 shares, subject to adjustments as provided
in Section 11 of this Plan.
(e) Notwithstanding any other provision of this Plan to the
contrary, no Participant shall be granted Option Rights for more than 200,000
Common Shares during any calendar year, subject to adjustments as provided in
Section 11 of this Plan. Further, in no event shall any Participant in any
calendar year receive more than 200,000 Appreciation Rights, subject to
adjustments as provided in Section 11 of this plan.
(f) Notwithstanding any other provision of this Plan to the
contrary, in no event shall any Participant in any calendar year receive an
award of Performance Shares, Performance Units, Restricted Shares or Other
Stock-Based Awards that specify Management Objectives having an aggregate
maximum value as of their respective Dates of Grant in excess of $1,000,000.
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4. OPTION RIGHTS. The Committee may, from time to time and upon
such terms and conditions as it may determine, authorize the granting to
Participants of options to purchase Common Shares. Each such grant may utilize
any or all of the authorizations, and shall be subject to all of the
requirements, contained in the following provisions:
(a) Each grant shall specify the number of Common Shares to
which it pertains subject to the limitations set forth in Section 3 of this
plan.
(b) Each grant shall specify an Option Price per share, which
shall not be less than 100 percent of the Market Value per Share on the Date of
Grant.
(c) Each grant shall specify whether the Option Price shall
be payable (i) in cash or by check acceptable to the Corporation, (ii) by the
actual or constructive transfer to the Corporation of nonforfeitable,
unrestricted Common Shares owned by the Optionee (or other consideration
authorized pursuant to subsection (d) below) having a value at the time of
exercise equal to the total Option Price, or (iii) by a combination of such
methods of payment.
(d) The Committee may determine, at or after the Date of
Grant, that payment of the Option Price of any option (other than an Incentive
Stock Option) may also be made in whole or in part in the form of Restricted
Shares or other Common Shares that are forfeitable or subject to restrictions
on transfer, Deferred Shares, Performance Shares (based, in each case, on the
Market Value per Share on the date of exercise), other Option Rights (based on
the Spread on the date of exercise) or Performance Units. Unless otherwise
determined by the Committee at or after the Date of Grant, whenever any Option
Price is paid in whole or in part by means of any of the forms of consideration
specified in this paragraph, the Common Shares received upon the exercise of
the Option Rights shall be subject to such risks of forfeiture or restrictions
on transfer as may correspond to any that apply to the consideration
surrendered, but only to the extent of (i) the number of shares of Performance
Shares, (ii) the Spread of any unexercisable portion of Option Rights, or (iii)
the stated value of Performance Units surrendered.
(e) Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a broker on a date satisfactory to the
Corporation of some or all of the shares to which such exercise relates.
(f) Any grant may, at or after the Date of Grant, provide for
the automatic grant of Reload Option Rights to an Optionee upon the exercise of
Option Rights (including Reload Option Rights) using Common Shares or other
consideration specified in paragraph (d) above. Reload Option Rights shall
cover up to the number of Common Shares, Deferred Shares, Option Rights or
Performance Shares (or the number of Common Shares having a value equal to the
value of any Performance Units) surrendered to the Corporation upon any such
exercise in payment of the Option Price or to meet any withholding obligations.
Reload Options shall specify an Option Price per share, which shall not be less
than 100 percent of the Market Value per Share on the Date of Grant of the
Reload Option Right, and shall be on such other terms as
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may be specified by the Committee, which may be the same as or different from
those of the original Option Rights.
(g) Successive grants may be made to the same Participant
where or not any Option Rights previously granted to such Participant remain
unexercised.
(h) Each grant shall specify the period or periods of
continuous service by the Optionee with the Corporation or any Subsidiary which
is necessary before the Option Rights or installments thereof will become
exercisable and may provide for the earlier exercise of such Option Rights in
the event of a Change in Control, retirement, death or disability of the
Optionee or other similar transaction or event.
(i) Any grant of Option Rights may specify Management
Objectives that must be achieved as a condition to the exercise of such rights.
(j) Option Rights granted under this Plan may be (i) options,
including, without limitation, Incentive Stock Options, that are intended to
qualify under particular provisions of the Code, (ii) options that are not
intended so to qualify, or (iii) combinations of the foregoing.
(k) The Committee may, at or after the Date of Grant of any
Option Rights (other than Incentive Stock Options), provide for the payment of
dividend equivalents to the Optionee on either a current or deferred or
contingent basis or may provide that such equivalents shall be credited against
the Option Price.
(l) The exercise of an Option Right shall result in the
cancellation on a share-for-share basis of any related Appreciation Right
authorized under Section 5 of this Plan.
(m) Each grant shall specify the term of the Option Right;
provided, however, that no Option Right shall be exercisable more than 10 years
from the Date of Grant.
(n) Each grant of Option Rights shall be evidenced by an
agreement executed on behalf of the Corporation by any officer and delivered to
the Optionee and containing such terms and provisions, consistent with this
Plan, as the Committee may approve.
5. APPRECIATION RIGHTS. The Committee may also authorize grants
to Participants of Appreciation Rights. An Appreciation Right shall be a right
of Participant to receive from the Corporation an amount, which shall be
determined by the Committee and shall be expressed as a percentage (not
exceeding 100 percent) of the Spread at the time of the exercise of such right.
Any grant of Appreciation Rights under this Plan shall be upon such terms and
conditions as the Committee may determine in accordance with the following
provisions:
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(a) Any grant may specify that the amount payable on exercise
of an Appreciation Right may be paid by the Corporation in cash, in Common
Shares or in any combination thereof and may either grant to the Optionee or
retain in the Committee the right to elect among those alternatives.
(b) Any grant may specify that the amount payable on exercise
of an Appreciation Right may not exceed a maximum specified by the Committee at
the Date of Grant.
(c) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods and shall provide that no Appreciation
Right may be exercised except at a time when the related Option Right is also
exercisable and at a time when the Spread is positive.
(d) Any grant may specify that such Appreciation Right may be
exercised only in the event of a Change in Control or other similar transaction
or event.
(e) Each grant of Appreciation Rights shall be evidenced by a
notification executed on behalf of the Corporation by an officer and delivered
to and accepted by the Optionee, which notification shall describe such
Appreciation Rights, identify the related Option Rights, state that such
Appreciation Rights are subject to all the terms and conditions of this Plan,
and contain such other terms and provisions, consistent with this Plan, as the
Committee may approve.
(f) Any grant of Appreciation Rights may specify Management
Objectives that must be achieved as a condition of the exercise of such rights.
(g) Regarding Tandem Appreciation Rights only: Each grant
shall provide that a Tandem Appreciation Right may be exercised only (i) at a
time when the related Option Right (or any similar right granted under any
other plan of the Corporation) is also exercisable and the Spread is positive
and (ii) by surrender of the related Option Right (or such other right) for
cancellation. In addition, a Tandem Appreciation Right awarded in relation to
an Incentive Stock Option must be granted concurrently with such Incentive
Stock Option.
(h) Regarding Free-standing Appreciation Rights only:
(i) Each grant shall specify in respect of each
Free-standing Appreciation Right a Base Price per
Common Share, which shall be equal to or greater
than the Market Value per Share on the Date of
Grant;
(ii) Successive grants may be made to the same
Participant regardless of whether any Free-standing
Appreciation Rights previously granted to such
Participant remain unexercised;
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(iii) Each grant shall specify the period or periods of
continuous service by the Participant with the
Corporation or any Subsidiary that is necessary
before the Free-standing Appreciation Rights or
installments thereof shall become exercisable, and
any grant may provide for the earlier exercise of
such rights in the event of a Change in Control,
retirement, death or disability of the Participant
or other similar transaction or event as approved
by the Committee; and
(iv) No Free-standing Appreciation Right granted under
this Plan may be exercised more than 10 years from
the Date of Grant.
6. RESTRICTED SHARES. The Committee may also authorize the grant
or sale to Participants of Restricted Shares. Each such grant or sale may
utilize any or all of the authorizations, and shall be subject to all of the
requirements, contained in the following provisions: (a) Each such grant or
sale shall constitute an immediate transfer of the ownership of Common Shares
to the Participant in consideration of the performance of services, entitling
such Participant to voting, dividend and other ownership rights, but subject to
the substantial risk of forfeiture and restrictions on transfer hereinafter
referred to.
(b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than Market Value per Share at the Date of Grant.
(c) Each such grant or sale shall provide that the Restricted
Shares covered by such grant or sale shall be subject to a "substantial risk of
forfeiture" within the meaning of Section 83 of the Code for a period of not
less than one (1) year to be determined by the Committee at the Date of Grant,
and any grant or sale may provide for the earlier termination of such period in
the event of a Change in Control, retirement, or death or disability of the
Optionee or other similar transaction or event as approved by the Committee.
(d) Each such grant or sale shall provide that during the
period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be prohibited or restricted in
the manner and to the extent prescribed by the Committee at the Date of Grant
(which restrictions may include, without limitation, rights of repurchase or
first refusal in the Corporation or provisions subjecting the Restricted Shares
to a continuing substantial risk of forfeiture in the hands of any transferee).
(e) Any grant of Restricted Shares may specify Management
Objectives which, if achieved, will result in termination or early termination
of the restrictions applicable to such shares and each grant may specify in
respect of such specified Management Objectives, a
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minimum acceptable level of achievement and may set forth a formula for
determining the number of Restricted Shares on which restrictions will
terminate if performance is at or above the minimum level, but falls short of
full achievement of the specified Management Objectives.
(f) Any such grant or sale of Restricted Shares may require
that any or all dividends or other distributions paid thereon during the period
of such restrictions be automatically deferred and reinvested in additional
Restricted Shares, which may be subject to the same restrictions as the
underlying award.
(g) Each grant or sale of Restricted Shares shall be
evidenced by an agreement executed on behalf of the Corporation by any officer
and delivered to and accepted by the Participant and shall contain such terms
and provisions, consistent with this Plan, as the Committee may approve. Unless
otherwise directed by the Committee, all certificates representing Restricted
Shares shall be held in custody by the Corporation until all restrictions
thereon shall have lapsed, together with a stock power executed by the
Participant in whose name such certificates are registered, endorsed in blank
and covering such Shares.
7. DEFERRED SHARES. The Committee may also authorize the granting
or sale of Deferred Shares to Participants. Each such grant or sale may utilize
any or all of the authorizations, and shall be subject to all of the
requirements contained in the following provisions:
(a) Each such grant or sale shall constitute the agreement by
the Corporation to deliver Common Shares to the Participant in the future in
consideration of the performance of services, but subject to the fulfillment of
such conditions during the Deferral Period as the Committee may specify.
(b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than the Market Value per Share at the Date of Grant.
(c) Each such grant or sale shall be subject, except (if the
Committee shall so determine) in the event of a Change in Control or other
similar transaction or event, to a Deferral Period of not less than 1 year, as
determined by the Committee at the Date of Grant.
(d) During the Deferral Period, the Participant shall have no
right to transfer any rights under his or her award and shall have no rights of
ownership in the Deferred Shares and shall have no right to vote them, but the
Committee may, at or after the Date of Grant, authorize the payment of dividend
equivalents on such Shares on either a current or deferred or contingent basis,
either in cash or in additional Common Shares.
(e) Each grant or sale of Deferred Shares shall be evidenced
by an agreement executed on behalf of the Corporation by any officer and
delivered to and accepted by the
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Participant and shall contain such terms and provisions, consistent with this
Plan, as the Committee may approve.
8. PERFORMANCE SHARES OR PERFORMANCE UNITS. The Committee may
also authorize the granting of Performance Shares or Performance Units that
will become payable to a Participant upon achievement of specified Management
Objectives. Each such grant may utilize any or all of the authorizations, and
shall be subject to all of the requirements, contained in the following
provisions:
(a) Each grant shall specify the number of Performance Shares
or Performance Units to which it pertains, which number may be subject to
adjustment to reflect changes in compensation or other factors; provided,
however, that no such adjustment shall be made in the case of a Covered
Employee where such action would result in the loss of the otherwise available
exemption of the award under Section 162(m) of the Code.
(b) The Performance Period with respect to each Performance
Share or Performance Unit shall be such period of time not less than 1 year,
(except in the event of a Change in Control or other similar transaction or
event, if the Committee shall so determine) commencing with the Date of Grant
and ending on the last date of the Performance Period (as shall be determined
by the Committee as the time of grant).
(c) Any grant of Performance Shares or Performance Units
shall specify Management Objectives which, if achieved, will result in payment
or early payment of the award, and each grant shall specify in respect of such
specified one or more Management Objectives a minimum acceptable level of
achievement and shall set forth a formula for determining the number of
Performance Shares or Performance Units that will be earned if performance is
at or above the minimum level, but falls short of full achievement of the
specified Management Objectives. The grant of Performance Shares or Performance
Units shall specify that, before the Performance Shares or Performance Units
shall be earned and paid, the Committee must certify that the Management
Objectives have been satisfied.
(d) Each grant shall specify a minimum acceptable level of
achievement in respect of the specified Management Objectives below which no
payment will be made and shall set forth a formula for determining the amount
of payment to be made if performance is at or above such minimum but short of
full achievement of the Management Objectives.
(e) Each grant shall specify the time and manner of payment
of Performance Shares or Performance Units which have been earned. Any grant
may specify that the amount payable with respect thereto may be paid by the
Corporation in cash, in Common Shares or in any combination thereof and may
either grant to the Participant or retain in the Committee the right to elect
among those alternatives.
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(f) Any grant of Performance Shares may specify that the
amount payable with respect thereto may not exceed a maximum specified by the
Committee at the Date of Grant. Any grant of Performance Units may specify that
the amount payable or the number of Common Shares issued with respect thereto
may not exceed maximums specified by the Committee at the Date of Grant.
(g) The Committee may, at or after the Date of Grant of
Performance Shares, provide for the payment of dividend equivalents to the
holder thereof on either a current or deferred or contingent basis, either in
cash or in additional Common Shares.
(h) Each grant of Performance Shares or Performance Units
shall be evidenced by a notification executed on behalf of the Corporation by
any officer and delivered to and accepted by the Participant, which
notification shall state that such Performance Shares or Performance Units are
subject to all the terms and conditions of this Plan, and contain such other
terms and provisions, consistent with this Plan, as the Committee may approve.
9. OTHER STOCK-BASED AWARDS. Other awards of Common Shares and
other awards that are valued in whole or in part by reference to, or are
otherwise based on, Common Shares ("other Stock-Based Awards"), including,
without limitation, performance shares, convertible preferred stock (if
authorized by the Company's articles of incorporation), convertible debentures
(if authorized by the Company's articles of incorporation), exchangeable
securities and awards, Common Shares or options valued by reference to book
value or subsidiary performance, may be granted either along with or in
addition to or in tandem with Stock Options, Stock Appreciation Rights,
Restricted Stock, Deferred Stock or Stock Purchase Rights granted under the
Plan and/or cash awards made outside of the Plan.
(a) Subject to the provisions of the Plan, the Committee
shall have authority to determine the persons to whom and the time or times at
which such awards shall be made, the number of Common Shares to be awarded
pursuant to such awards, and all other conditions of the awards. The Committee
may also provide for the grant of Common Shares 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.
(b) Other Stock Based Awards made pursuant to this Section 9
shall be subject to the following terms and conditions and to such additional
conditions as the Committee in its sole discretion may provide for in the award
agreement:
(i) Subject to the provisions of this Plan and the
award agreement referred to in Section 9(b)(v)
below, shares subject to awards made under this
Section 9 may not be sold, assigned, transferred,
pledged or otherwise encumbered prior to the date
on which the shares
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covered thereby are issued to the recipient, or, if
later, the date on which any applicable
restriction, performance or deferral period lapses.
(ii) Subject to the provisions of this Plan and the
award agreement and unless otherwise determined by
the Committee on the Date of Grant, the recipient
of an award under this Section 9 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.
(iii) Any award under Section 9 and any Stock covered by
any such award shall vest or be forfeited to the
extent so provided in the award agreement, as
determined by the Committee, in its sole
discretion.
(iv) In the event of 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 remaining limitations imposed hereunder (if
any) with respect to any or all of an award under
this Section 9.
(v) Each award under this Section 9 shall be confirmed
by, and subject to the terms of, an agreement or
other instrument executed by the Corporation and by
the participant, the form of which has been
approved by the Committee.
(vi) Stock (including securities convertible into Stock)
issued on a bonus basis under this Section 9 may be
issued for no cash consideration. Stock (including
securities convertible into Stock) purchased
pursuant to a purchase right awarded under this
Section 9 shall be priced at least 50% of the Fair
Market Value per Share of the Stock on the date of
grant.
10. TRANSFERABILITY. (a) Except as otherwise determined by the
Committee, no Option Right, Appreciation Right or other derivative security
granted under the Plan shall be transferable by an Optionee other than by will
or the laws of descent and distribution. Except as otherwise determined by the
Committee, Option Rights and Appreciation
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Rights shall be exercisable during the Optionee's lifetime only by him or her
or by his or her guardian or legal representative.
(b) The Committee may specify at the Date of Grant that part or
all of the Common Shares that are (i) to be issued or transferred by the
Corporation upon the exercise of Option Rights or Appreciation Rights, upon the
termination of the Deferral Period applicable to Deferred Shares or upon
payment under any grant of Performance Shares, Performance Units or Other
Stock-Based Awards or (ii) no longer subject to the substantial risk of
forfeiture and restrictions on transfer referred to in Section 6 of this Plan,
shall be subject to further restrictions on transfer.
11. ADJUSTMENTS. The Committee may make or provide for such
adjustments in the numbers of Common Shares covered by outstanding Option
Rights, Appreciation Rights, Deferred Shares or Performance Shares and Other
Stock-Based Awards granted hereunder, in the prices per share applicable to
such Option Rights and Appreciation Rights and in the kind of shares covered
thereby, as the Committee, in its sole discretion, exercised in good faith, may
determine is equitably required to prevent dilution or enlargement of the
rights of Participants or Optionees that otherwise would result from (a) any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Corporation, or (b) any merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of rights or
warrants to purchase securities, or (c) any other corporate transaction or
event having an effect similar to any of the foregoing. Moreover, in the event
of any such transaction or event, the Committee, in its discretion, may provide
in substitution for any or all outstanding awards under this Plan such
alternative consideration as it, in good faith, may determine to be equitable
in the circumstances and may require in connection therewith the surrender of
all awards so replaced. The Committee may also make or provide for such
adjustments in the numbers of shares specified in Section 3 of this Plan as the
Committee in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 11.
12. CHANGE IN CONTROL. For purpose of this Plan, a "Change in
Control" shall mean if at any time any of the following events shall have
occurred:
(a) Any sale of all or substantially all of the Corporation's
assets to any person or entity (a "Person");
(b) Any sale or series of related sales which, in the
aggregate, transfer fifty percent (50%) or more of the voting shares of the
Corporation to any person or group of Persons (as the term "group" is defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); or
(c) Any merger of the Corporation with any other Person
following which the Corporation is not the surviving entity.
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(d) Notwithstanding the foregoing, "Change in Control" shall
not include any sale, merger or consolidation with or to any Person in which
the shareholders of the Corporation immediately prior to such sale, merger or
consolidation own or obtain controlling voting power of such Person immediately
following such transaction.
13. FRACTIONAL SHARES. The Corporation shall not be required to
issue any fractional Common Shares pursuant to this Plan. The Committee may
provide for the elimination of fractions or for the settlement of fractions in
cash based on Market Value per Share on the date of settlement.
14. WITHHOLDING TAXES. To the extent that the Corporation is
required to withhold federal, state, local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under
this Plan, and the amounts available to the Corporation for such withholding
are insufficient, it shall be a condition to the receipt of such payment or the
realizations of such benefit that the Participant or such other person make
arrangements satisfactory to the Corporation for payment of the balance of such
taxes required to be withheld, which arrangements (in the discretion of the
Committee) may include relinquishment of a portion of such benefit. The
Corporation and a Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.
15. PARTICIPATION BY EMPLOYEES OF DESIGNATED SUBSIDIARIES. As a
condition to the effectiveness of any grant or award to be made hereunder to a
Participant who is an employee of a Designated Subsidiary, whether or not such
Participant is also employed by the Corporation or another Subsidiary, the
Committee may require such Designated Subsidiary to agree to transfer to such
employee (when, as and if provided for under this Plan and any applicable
agreement entered into with any such employee pursuant to this Plan) the Common
Shares that would otherwise be delivered by the Corporation, upon receipt by
such Designated Subsidiary of any consideration then otherwise payable by such
Participant to the Corporation. Any such award shall be evidenced by an
agreement between the Participant and the Designated Subsidiary, in lieu of the
Corporation, on terms consistent with this Plan and approved by the Committee
and such Designated Subsidiary. All such Common Shares so delivered by or to a
Designated Subsidiary shall be treated as if they had been delivered by or to
the Corporation for purposes of Section 3 of this Plan, and all references to
the Corporation in this Plan shall be deemed to refer to such Designate
Subsidiary, except for purposes of the definition of "Board" and except in
other cases where the context otherwise requires.
16. FOREIGN EMPLOYEES. In order to facilitate the making of any
grant or combination of grants under this Plan, the Committee may provide for
such special terms for awards to Participants who are foreign nationals or who
are employed by the Corporation or any Subsidiary outside of the United States
of America as the Committee may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom. Moreover, the
Committee may approve such supplements to or amendments, restatements or
alternative
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versions of this Plan as it may consider necessary or appropriate for such
purposes, without thereby affecting the terms of this Plan as in effect for any
other purpose, and the Secretary or other appropriate officer of the
Corporation may certify any such document as having been approved and adopted
in the same manner as this Plan. No such special terms, supplements, amendments
or restatements, however, shall include any provisions that are inconsistent
with the terms of this Plan as then in effect unless this Plan could have been
amended to eliminate such inconsistency without further approval by the
shareholders of the Corporation.
17. ADMINISTRATION OF THE PLAN. (a) This Plan shall be
administered by a Committee of the Board (or subcommittee thereof), consisting
of not less than three Non-Employee Directors appointed by the Board. To the
extent of such delegation, references in the Plan to the Board shall also refer
to the appropriate committee. A majority of the Committee (or subcommittee
thereof) shall constitute a quorum, and the action of the members of the
Committee (or subcommittee thereof) present at any meeting at which a quorum is
present, or acts unanimously approved in writing, shall be the acts of the
committee (or subcommittee thereof). Until subsequent action of the Board, the
Committee shall be the Compensation Committee of the Board.
(b) The interpretation and construction by the Committee of
any provision of this Plan or of any agreement, notification or document
evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Shares or Performance Units and any determination
by the Committee pursuant to any provision of this Plan or of any such
agreement, notification or document shall be final and conclusive. No member of
the Committee shall be liable for any such action or determination made in good
faith.
18. AMENDMENTS, ETC. (a) The Committee may at any time and from
time to time amend the Plan in whole or in part; provided, however, that any
amendment which must be approved by the shareholders of the Corporation in
order to comply with applicable law or the rules of the principal national
securities exchange upon which the Common Shares are traded or quoted shall not
be effective unless and until such approval has been obtained. Presentation of
this Plan or any amendment hereof for shareholder approval shall not be
construed to limit the Corporation's authority to offer similar or dissimilar
benefits under plans that do not require shareholder approval.
(b) The Committee may, with the concurrent of affected
Optionee, cancel any agreement evidencing Option Rights or any other award
granted under this Plan. In the event of such cancellation, the Committee may
authorize the granting of new Option Rights or other awards hereunder (which
may or may not cover the same number of Common Shares which had been the
subject of the prior award) in such manner, at such option price, and subject
to such other terms, conditions and discretion as would have been applicable
under this Plan had the cancelled Option Rights or other award not been
granted.
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(c) The Committee also may permit Participants to elect to
defer the issuance of Common Shares or the settlement of awards in cash under
the Plan pursuant to such rules, procedures or programs as it may establish for
purposes of this Plan. The Committee also may provide that deferred settlements
include the payment or crediting of dividend equivalents or interest on the
deferral amounts.
(d) The Committee may condition the grant of any award or
combination of awards authorized under this Plan on the surrender or deferral
by the Participant of his or her right to receive a cash bonus or other
compensation otherwise payable by the Corporation or a Subsidiary to the
Participant.
(e) In case of termination of employment by reason of death,
disability or normal or early retirement, or in the case of hardship or other
special circumstances, of a Participant who holds an Option Right or
Appreciation Right not immediately exercisable in full, or any Restricted
Shares as to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, or any Deferred Shares as to which the
Deferral Period has not been completed, or any Performance Shares or
Performance Units or Other Stock-Based Awards which have not been fully earned,
or who holds Common Shares subject to any transfer restriction imposed pursuant
to Section 10(b) of this Plan, the Committee may, in its sole discretion,
accelerate the time at which such Option Right or Appreciation Right may be
exercised or the time at which such substantial risk of forfeiture or
prohibition or restriction on transfer will lapse or the time when such
Deferral Period will end or the time at which such Performance Shares or
Performance Units will be deemed to have been fully earned or the time when
such transfer restriction will terminate or may waive any other limitation or
requirement under any such award.
(f) This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with the Corporation
or any Subsidiary, nor shall it interfere in any way with any right the
Corporation or any Subsidiary would otherwise have to terminate such
Participant's employment or other service at any time.
(g) To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify as an Incentive Stock
Option from qualifying as such, that provision shall be null and void with
respect to such Option Right. Such provision, however, shall remain in effect
for other Option Rights and there shall be no further effect on any provision
of this Plan.
19. TERMINATION. No grant (other than an automatic grant of Reload
Option Rights) shall be made under this Plan more than 10 years after the date
on which this Plan is first approved by the shareholders of the Corporation,
but all grants made on or prior to such date shall continue in effect
thereafter subject to the terms thereof and of this Plan.
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