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EXHIBIT 10.7
FIRSTMERIT CORPORATION
1987 STOCK OPTION AND INCENTIVE PLAN (SF)
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Association and its stockholders by providing a means for
attracting and retaining directors, officers and employees of the Association
and its Affiliates. It is intended that designated Options granted pursuant to
the provisions of this Plan will qualify as Incentive Stock Options. Options
granted to persons who are not full-time employees will be Non-Qualified Stock
Options.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Association as such terms are defined in Section 425(e) and
(f), respectively, of the Code.
"Association" - means FirstMerit Corporation.
"Award" - means the grant by the Committee of an Incentive Stock
Option, a Non-Qualified Stock Option, a Stock Appreciation Right, a Limited
Stock Appreciation Right, or of Restricted Stock, or any combination thereof, as
provided in the Plan.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 3 hereof.
"Continuous Service" shall mean the absence of any interruption or
termination of service as a director, officer or employee of the Association or
an Affiliate, except that when used with respect to persons granted an Incentive
Option means the absence of any interruption or termination of service as an
employee of the Association or an Affiliate. Service shall not be considered
interrupted in the case of sick leave, military leave or any other leave of
absence approved by the Association or in the case of transfers between payroll
locations of the Association or between the Association, its parent, its
subsidiaries or its successor.
"Disinterested Person" - means any person who, at the time
discretion under the Plan is exercised, is not eligible, and who has not at any
time within one year prior thereto been eligible, for selection as a Participant
in the Plan or as a person to whom stock may be allocated or to whom stock
options or stock appreciation rights may be granted pursuant to any other plan
of the Association or any of its affiliates (as that term is used in the
Securities Exchange Act of 1934) entitling the participants therein to acquire
stock, stock options or stock appreciation rights of the Association or of any
such affiliates; provided, however, that no recipient of a stock option granted
pursuant to Section 21 hereof shall be deemed not to be a disinterested Person
solely by reason of such grant.
"Employee" - means any person, including an officer or director, who
is employed by the Association or any Affiliate.
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"Exercise Price" - means (i) in the case of an Option, the price per
Share at which the Shares subject to such Option may be purchased upon exercise
of such Option.
"FirstMerit" - means FirstMerit Corporation, an Ohio corporation,
and successor to the Association.
"Incentive Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422A of the Code.
"Market Value" - means the average of the high and low quoted sales
price on the date in question (or, if there is no reported sale on such date, on
the last preceding date on which any reported sale occurred) of a Share on the
Composite Tape for the New York Stock Exchange-Listed Stocks, or, if on such
date the Shares are not quoted on the Composite Tape, on the New York Stock
Exchange, or, if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which the Shares are listed or admitted
to trading, or, if the Shares are not listed or admitted to trading on any such
exchange, the mean between the closing high bid and low asked quotations with
respect to a Share on such date on the National Association of Securities
Dealers, Inc., Automated Quotations System, or any similar system then in use,
or, if no such quotations are available, the fair market value on such date of a
Share as the Committee shall determine.
"Non-Qualified Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 or Section 21 hereof, which
option is not intended to qualify under Section 422A of the Code.
"Option" - means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" - means any director, officer or employee of the
Association or any Affiliate who is selected by the Committee to receive an
Award.
"Plan" - means the FirstMerit Corporation 1987 Stock Option and
Incentive Plan (SF).
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect under
Section 11 hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" - means Shares which have been contingently
awarded to a Participant by the Committee subject to the restrictions referred
to in Section 11 hereof, so long as such restrictions are in effect.
"Shares" - means the shares of common stock of FirstMerit.
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3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the FirstMerit Board of Directors, as the same shall exist from
time to time. Except as limited by the express provisions of the Plan, the
Committee shall have sole and complete authority and discretion to establish
from time to time regulations for the administration of the Plan, interpret the
Plan, and make all determinations deemed necessary or advisable for the
administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee without a
meeting, shall be acts of the Committee.
4. PARTICIPATION. The Committee may select from time to time
Participants in the Plan from those directors, officers and employees (other
than Disinterested Persons), of the Association or its Affiliates who, in the
opinion of the Committee, have the capacity for contributing to the successful
performance of the Association or its Affiliates.
5. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of
Section 12 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 210,268. The Shares with respect to which Awards may
be made under the Plan may be either authorized and unissued shares or issued
shares heretofore or hereafter reacquired and held as treasury shares. Shares
which are subject to Related Rights and Related Options shall be counted only
once in determining whether the maximum number of Shares with respect to which
Awards may be granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to any Option or Right
which terminates or with respect to Restricted Stock which is forfeited, and new
Awards may be granted under the Plan with respect to the number of Shares as to
which such termination or forfeiture has occurred.
6. GENERAL TERMS AND CONDITIONS OF OPTIONS AND RIGHTS. The Committee
shall have full and complete authority and discretion, except as expressly
limited by the Plan, to grant Options and to provide the terms and conditions
(which need not be identical among Participants) thereof. In particular, the
Committee shall prescribe the following terms and conditions: (i) the Exercise
Price of any Option, which shall not be less than the Market Value per Share at
the date of grant of such Option, (ii) the number of Shares subject to, and the
expiration date of, any Option, which expiration date shall not exceed ten years
from the date of grant, (iii) the manner, time and rate (cumulative or
otherwise) of exercise of such Option, and (iv) the restrictions, if any, to be
placed upon such Option or upon Shares which may be issued upon exercise of such
Option. The Committee may, as a condition of granting any Option, require that a
Participant agree not to thereafter exercise one or more Options previously
granted to such Participant.
7. EXERCISE OF OPTIONS.
(a) An Option granted under the Plan shall be exercisable during the
lifetime of the Participant to whom such Option was granted only by such
Participant, and except as provided in paragraphs (c) and (d) of this Section 5,
no such Option may be exercised unless at the time such
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Participant exercises such Option, such Participant has maintained Continuous
Service since the date of grant of such Option.
(b) To exercise an Option under the Plan, the Participant to whom
such Option was granted shall give written notice to the Association in form
satisfactory to the Committee (and, if partial exercises have been permitted by
the Committee, by specifying the number of Shares with respect to which such
Participant elects to exercise such Option) together with full payment of the
Exercise Price, if any and to the extent required. The date of exercise shall be
the date on which such notice is received by the Association. Payment, if any is
required, shall be made either (i) in cash (including check, bank draft or money
order) or (ii) if permitted by the Committee, by delivering (A) Shares already
owned by the Participant and having a fair market value equal to the applicable
exercise price, such fair market value to be determined in such appropriate
manner as may be provided by the Committee or as may be required in order to
comply with or to conform to requirements of any applicable laws or regulations,
or (B) a combination of cash and such Shares.
(c) If a Participant to whom an Option was granted shall cease to
maintain Continuous Service for any reason (including total and partial
disability and normal and early retirement, but excluding death and termination
of employment by the Association or any Affiliate for cause), such Participant
may, but only within the period of three months immediately succeeding such
cessation of Continuous Service and in no event after the expiration date of
such Option, exercise such Option to the extent that such Participant was
entitled to exercise such Option at the date of such cessation, provided,
however, that such right of exercise after cessation of Continuous Service shall
not be available to a Participant if the Committee otherwise determines and so
provides in the applicable instrument or instruments evidencing the grant of
such Option. If the Continuous Service of a Participant to whom an Option was
granted by the Association is terminated for cause, all rights under any Option
of such Participant shall expire immediately upon the giving to the Participant
of notice of such termination.
(d) In the event of the death of a Participant while in the
Continuous Service of the Association or an Affiliate or within the three month
period referred to in paragraph (c) of this Section 5, the person to whom any
Option held by the Participant at the time of his death is transferred by will
or the laws of descent and distribution may, but only to the extent such
Participant was entitled to exercise such Option immediately prior to his death,
exercise such Option at any time within a period of one year succeeding the date
of death of such Participant, but in no event later than ten years from the date
of grant of such Option or Right. Following the death of any Participant to whom
an Option was granted under the Plan, irrespective of whether any Related Right
shall have theretofore been granted to the Participant or whether the person
entitled to exercise such Related Right desires to do so, the Committee may, as
an alternative means of settlement of such Option, elect to pay to the person to
whom such Option is transferred by will or by the laws of descent and
distribution the amount by which the Market Value per Share on the date of
exercise of such Option shall exceed the Exercise Price of such Option,
multiplied by the number of Shares with respect to which such Option is properly
exercised. Any such settlement of an Option shall be considered an exercise of
such Option for all purposes of the Plan.
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8. INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted only
to Participants who are Employees. Any provision of the Plan to the contrary
notwithstanding, (i) no Incentive Stock Option shall be granted more than ten
years from the date the Plan is adopted by the Board of Directors of the
Association and no Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted, (ii) the Exercise
Price of any Incentive Stock Option shall not be less than the Market Value per
Share on the date such Incentive Stock Option is granted, (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such Incentive
Stock Option is granted other than by will or the laws of descent and
distribution and shall be exercisable during such Participant's lifetime only by
such Participant, (iv) no Incentive Stock Option shall be granted to any
individual who, at the time such Incentive Stock Option is granted, owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Association or any Affiliate unless the Exercise Price
of such Incentive Stock Option is at least 110 percent of the Market Value per
Share at the date of grant and such Incentive Stock Option is not exercisable
after the expiration of five years from the date such Incentive Stock Option is
granted, and (v) the aggregate Market Value (determined as of the time any
Incentive Stock Option is granted) of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by a Participant in any
calendar year shall not exceed $100,000.
9. TERMS AND CONDITIONS OF RESTRICTED STOCK. The Committee shall have
full and complete authority, subject to the limitations of the Plan, to grant
awards of Restricted Stock and, in addition to the terms and conditions
contained in paragraphs (a) through (f) of this Section 9, to provide such other
terms and conditions (which need not be identical among Participants) in respect
of such Awards, and the vesting thereof, as the Committee shall determine and
provide in the agreement referred to in paragraph (d) of this Section 9.
(a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period during which or at the
expiration of which, as the Committee shall determine and provide in the
agreement referred to in paragraph (d) of this Section 11, the shares awarded as
Restricted Stock shall vest, and subject to any such other terms and conditions
as the Committee shall provide shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
except as hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (c), (d) and (e) of this Section 9 as
and Section 10 hereof, the Participant as owner of such shares shall have all
the rights of a stockholder including but not limited to the right to receive
all dividends paid on such shares and the right to vote such shares. The
Committee shall have the authority, in its discretion, to accelerate the time at
which any or all of the restrictions shall lapse with respect to any shares of
Restricted Stock prior to the expiration of the Restricted Period with respect
thereto, or to remove any or all of such restrictions, whenever it may determine
that such action is appropriate by reason of changes in applicable tax or other
laws or other changes in circumstances occurring after the commencement of such
Restricted Period.
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(b) Except as provided in Section 12 hereof, if a Participant ceases
to maintain Continuous Service for any reason (other than death, total or
partial disability or normal or early retirement) unless the Committee shall
otherwise determine and provide in the agreement referred to in paragraph (d) of
this Section 9, all shares of Restricted Stock theretofore awarded to such
Participant and which at the time of such termination of Continuous Service are
subject to the restrictions imposed by paragraph (a) of this Section 9 as shall
upon such termination of Continuous Service be forfeited and returned to the
Association. Unless the Committee shall have provided in the agreement referred
to in paragraph (d) of this Section 9 for a ratable lapse of restrictions with
respect to an award of shares of Restricted Stock during the Restricted Period,
if a Participant ceases to maintain Continuous Service by reason of death, total
or partial disability or normal or early retirement, such portion of such shares
of Restricted Stock awarded to such Participant which at the time of such
termination of Continuous Service are subject to the restrictions imposed by
paragraph (a) of this Section 9 as shall be equal to the portion of the
Restricted Period with respect to such shares which shall have elapsed at the
time of such termination of Continuous Service shall be free of restrictions and
shall not be forfeited.
(c) Each certificate in respect of shares of Restricted Stock
awarded under the Plan shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in blank,
with the Association and shall bear the following (or a similar) legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the FirstMerit
Corporation 1987 Stock Option and Incentive Plan (SF) and an Agreement
entered into between the registered owner and FirstMerit Corporation
(which replaced Security Federal Savings and Loan Association of
Cleveland). Copies of such Plan and Agreement are on file in the
offices of the Secretary of FirstMerit Corporation, III Cascade Plaza,
Akron, Ohio 44308.
(d) At the time of an award of shares of Restricted Stock, the
Participant shall enter into an Agreement with the Association in a form
specified by the Committee, agreeing to the terms and conditions of the award
and such other matters as the Committee shall in its sole discretion determine.
(e) At the time of an award of shares of Restricted Stock, the
Committee may, in its discretion, determine that the payment to the Participant
of dividends declared or paid on such shares, or specified portion thereof, by
the Association shall be deferred until the earlier to occur of (i) the lapsing
of the restrictions imposed under paragraph (a) of this Section 11 or (ii) the
forfeiture of such shares under paragraph (b) of this Section 11, and shall be
held by the Association for the account of the Participant until such time. In
the event of such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued thereon as
aforesaid, shall be made upon the earlier to occur of the events specified in
(i) and (ii) of the immediately preceding sentence.
(f) At the expiration of the restrictions imposed by paragraph (a)
of this Section 9, the Association shall redeliver to the Participant (or where
the relevant provision of paragraph (b) of this
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Section 9 applies in the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificate(s) and stock power
deposited with it pursuant to paragraph (c) of this Section 9 and the Shares
represented by such certificate(s) shall be free of the restrictions referred to
in paragraph (a) of this Section 9.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, re capitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Association, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards theretofore have been
granted under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Association in the manner
provided in Section 11 hereof.
11. EFFECT OF MERGER ON OPTIONS OR RIGHTS. In the case of any merger,
consolidation or combination of the Association (other than a merger,
consolidation or combination in which the Association is the continuing
association and which does not result in the outstanding Shares being converted
into or exchanged for different securities, cash or other property, or any
combination thereof), any Participant to whom an Option has been granted under
the Plan shall have the right (subject to the provisions of the Plan and any
limitation applicable to such Option or Right), thereafter and during the term
of each such Option or Right, to receive upon exercise of any such Option an
amount equal to the excess of the fair market value on the date of such exercise
of the securities, cash or other property, or combination thereof, receivable
upon such merger, consolidation or combination in respect of a Share over the
Exercise Price of such Right or Option, multiplied by the number of Shares with
respect to which such Option shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the kind or kinds of property
payable in such merger, consolidation or combination, or partly in cash and
partly in one or more of such kind or kinds of property, all in the discretion
of the Committee.
12. EFFECT OF CHANGE IN CONTROL. Each of the events specified in the
following clauses (i) through (iii) of this Section 12 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Association with respect to which 25% or more of the
total number of votes for the election of the Board of Directors of the
Association may be cast, (ii) as a result of, or in connection with, any cash
tender offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of the
Association shall cease to constitute a majority of the Board of Directors of
the Association or (iii) the shareholders of the Association shall approve an
agreement providing either for a transaction in which the Association will cease
to be an independent publicly owned association or for a sale or other
disposition of all or substantially all the assets of the Association; provided,
however, that the occurrence of any such events shall not be deemed a "change in
control" if, prior to such occurrence, a resolution specifically approving such
occurrence shall have been adopted by at least a majority of the Board of
Directors of the Association. If the Continuous Service of any Participant of
the
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Association or any Affiliate is involuntarily terminated for whatever reason, at
any time within eighteen months after a change in control, unless the Committee
shall have otherwise provided in the agreement referred to in paragraph (d) of
Section 9 hereof, any Restricted Period with respect to Restricted Stock
theretofore awarded to such Participant shall lapse upon such termination and
all Shares awarded as Restricted Stock shall become fully vested in the
Participant to whom such Shares were awarded. If a tender offer or exchange
offer for Shares (other than such an offer by the Association) is commenced, or
if the event specified in clause (iii) above shall occur, unless the Committee
shall have otherwise provided in the instrument evidencing the grant of an
Option or Stock Appreciation Right, all Options and Stock Appreciation Rights
theretofore granted and not fully exercisable shall become exercisable in full
upon the happening of such event and shall remain so exercisable for a period of
sixty days following such date after which they shall revert to being
exercisable in accordance with their terms; provided, however, that no Option or
Stock Appreciation Right shall be exercisable by a director or officer of the
Association within six months of the date of grant of such Option or Stock
Appreciation Right and no Option or Stock Appreciation Right which has
previously been exercised or otherwise terminated shall become exercisable.
13. ASSIGNMENTS AND TRANSFERS. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned, encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution.
14. EMPLOYEE RIGHTS UNDER THE PLAN. No director, officer or employee
shall have a right to be selected as a Participant nor, having been so selected,
to be selected again as a Participant and no director, officer, employee or
other person shall have any claim or right to be granted an Award under the Plan
or under any other incentive or similar plan of the Association or any
Affiliate. Neither the Plan nor any action taken thereunder shall be construed
as giving any employee any right to be retained in the employ of the Association
or any Affiliate.
15. DELIVERY AND REGISTRATION OF STOCK. The Association's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provision of the Securities Act of 1933 or any other Federal, state or local
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Association shall not be required to deliver
any Shares under the Plan prior to (i) the admission of such shares to listing
on any stock exchange on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such Shares under any
state or Federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
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This Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934. Any provision of the Plan which is inconsistent with said
Rule shall, to the extent of such in consistency, be inoperative and shall not
affect the validity of the remaining provisions of the Plan.
16. WITHHOLDING TAX. Upon the termination of the Restricted Period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Association shall have the right to require the Participant or
other person receiving such shares to pay the Association the amount of any
taxes which the Association is required to withhold with respect to such shares,
or, in lieu thereof, to retain or sell without notice, a sufficient number of
shares held by it to cover the amount required to be withheld. The Association
shall have the right to deduct from all dividends paid with respect to shares of
Restricted Stock the amount of any taxes which the Association is required to
withhold with respect to such dividend payments.
The Association shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Right under the Plan any taxes required
by law to be withheld with respect to such cash payments. Where a Participant or
other person is entitled to receive Shares pursuant to the exercise of an Option
pursuant to the Plan, the Association shall have the right to require the
Participant or such other person to pay the Association the amount of any taxes
which the Association is required to withhold with respect to such Shares, or,
in lieu thereof, to retain, or sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
17. AMENDMENT OR TERMINATION. The Board of Directors of the Association
may amend, suspend or terminate the Plan or any portion thereof at any time, but
(except as provided in Section 12 hereof) no amendment shall be made without
approval of the stockholders of the Association which shall (i) materially
increase the aggregate number of Shares with respect to which Awards may be made
under the Plan, (ii) materially increase the aggregate number of Shares which
may be subject to Awards to Participants who are not Employees or (iii) change
the class of persons eligible to participate in the Plan; provided, however,
that no such amendment, suspension or termination shall impair the rights of any
Participant, without his consent, in any Award theretofore made pursuant to the
Plan.
18. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall became effective
upon its adoption by the Board of Directors of the Association. It shall
continue in effect for a term of ten years unless sooner terminated under
Section 19 hereof.
19. INITIAL GRANT. By, and simultaneously with, the adoption of the
Plan, each member of the Board of Directors of the Association who is not a
full-time Employee was granted a Non-Qualified Stock Option to purchase shares
of the Association's common stock equal to 6% of the total number of shares
subject to the Plan at an Exercise Price equal to the Market Value of the Shares
on the date of adoption of this Plan. Each such Option was evidenced by a
Non-Qualified Stock Option Agreement in the form approved by the Board of
Directors at the time of adoption of
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this Plan, and shall be subject in all respects to the terms and conditions of
this Plan, which are controlling.
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