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Exhibit 10.15
FIRSTMERIT CORPORATION
AMENDED AND RESTATED
DIRECTOR DEFERRED COMPENSATION PLAN
Effective January 1, 2001
ARTICLE 1
PURPOSES AND DEFINITIONS
1.1 PURPOSES. The purposes of the Plan are (i) to provide Directors with
flexibility with respect to the form and timing of Compensation, (ii)
to more closely align the interests of Directors with the interests of
the Corporation's shareholders, and (iii) to assist the Corporation in
attracting and retaining qualified individuals to serve as Directors.
1.2 DEFINITIONS. Whenever used in the Plan, the following terms shall have
the meaning set forth or referenced below:
(a) "ACCOUNT" means a Cash Account, a Deferred Benefit Account or
a Stock Account.
(b) "BOARD" means the Board of Directors of the Corporation.
(c) "BUSINESS DAY" means a day, except for a Saturday, Sunday or a
legal holiday.
(d) "CASH ACCOUNT" means the account maintained by the Committee
in the name of a Participant pursuant to Section 2.5(a).
(e) "CASH CREDIT" means a credit to a Participant's Cash Account,
expressed in whole dollars and fractions thereof.
(f) "CLOSING PRICE" means the closing price of the Common Stock as
reported on the National Association of Securities Dealers
Automated Quotation System ("Nasdaq").
(g) "COMMITTEE" means the Compensation Committee of the Board.
(h) "COMMON STOCK" means the common stock, no par value, of the
Corporation.
(i) "CORPORATION" means FirstMerit Corporation.
(j) "COMPENSATION" means all fees payable to a Director for
services to the Corporation and/or a Subsidiary as a director,
including retainer fees for service on, and fees for
attendance at meetings of, the Board and any committees
thereof, as established by the Board from time to time, but
excluding reimbursements for expenses.
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(k) "DEFERRED BENEFIT ACCOUNT" means a deferred benefit account
established for a Participant under the Directors' Deferred
Fee Plan before July 1, 1996.
(l) "DIRECTORS' DEFERRED FEE PLAN" means the FirstMerit
Corporation Directors' Deferred Fee Plan.
(m) "DIRECTOR" means any individual serving on the Board or on the
board of directors of a Subsidiary, who is not an employee of
the Corporation or any Subsidiary, or any individual serving
as a Community Board Advisor (or like designation).
(n) "PARTICIPANT" means a Director who is a participant in the
Plan, or a former Director who has an Account.
(o) "PLAN" means the FirstMerit Corporation Director Deferred
Compensation Plan.
(p) "PLAN YEAR" means the calendar year, except that for the 1996
Plan Year, it means the six-month period beginning July 1,
1996 and ending December 31, 1996.
(q) "REAMORTIZATION DATE" means the date on which benefit payments
are recalculated to account for changes in investment
performance or interest rates. This date shall be the last
business day of October, effective on January 1 of the next
Plan Year.
(r) "STOCK ACCOUNT" means the account maintained by the Committee
in the name of a Participant pursuant to Section 2.5(b).
(s) "STOCK CREDIT" means a credit to a Participant's Stock
Account, calculated pursuant to Section 2.5(b).
(t) "STATED INTEREST RATE" means, with respect to any calendar
month, two percentage points over the average of the composite
yield on Moody's Average Corporate Bond Yield for the month of
October immediately preceding the Plan Year as determined from
Moody's Bond Record published by Moody's Investors Services,
Inc. (or any successor thereto), or, if such monthly yield is
no longer published, a substantially similar average selected
by the Corporation. The Committee shall establish the Stated
Interest Rate effective as of January 1 of each Plan Year,
which, once established, shall be used for all interest
determinations during such Plan Year.
(u) "SUBSIDIARY" means a subsidiary of the Corporation.
(v) "VALUATION DATE" means the last business day of the month in
which termination occurs.
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ARTICLE 2
PARTICIPATION IN THE PLAN
2.1 ELIGIBILITY. All Directors shall participate in the Plan.
2.2 CURRENT COMPENSATION.
(a) To the extent that a Director or first time nominee for
Director has not timely elected, pursuant to Section 2.3, to
defer receipt of Compensation payable to him during a Plan
Year, such Director or first time nominee may irrevocably
elect, in increments of fifty percent (50%), to receive
current Compensation either in cash or in whole shares of
Common Stock (and cash for any fractions of a share). Any such
election must be made in writing and delivered to the
Committee prior to December 15, 1995 with respect to the 1996
Plan Year and thereafter prior to July 1 of any Plan Year
effective as of January 1 of the immediately succeeding Plan
Year; provided that in the case of a first time nominee for
Director, such election must be so made and delivered not
later than six months in advance of the first date in such
Plan Year as of which such Compensation will be paid. Absent
such a timely election, a Director or first time nominee for
Director shall be deemed to have elected to receive such
Compensation entirely in cash.
(b) The number of shares of Common Stock payable to a Director
pursuant to an election under Section 2.2(a) shall be equal to
the number of shares of Common Stock that could have been
purchased with the amount of Compensation that would otherwise
have been paid to the Director in cash at the Closing Price of
shares of Common Stock on the day such Compensation would
otherwise have been so paid. The balance of such Compensation,
if any, shall be paid to the Director in cash.
(c) A Director may, pursuant to Section 2.2(a), file a new current
Compensation election or revoke a prior current Compensation
election each Plan Year effective as of July 1 of the
immediately succeeding Plan Year. If no new election or
revocation of a prior election is made prior to July 1 of any
Plan Year, the election or deemed election in effect for such
Plan Year shall continue to be effective and irrevocable for
the immediately succeeding Plan Year.
2.3 DEFERRED COMPENSATION.
(a) (i) A Director may irrevocably elect to defer receipt, in
increments of twenty-five percent (25%), of
Compensation payable to him during the immediately
succeeding Plan Year. Such election must be made in
writing an delivered to the Committee prior to
December 15, 1995 with respect to the 1996 Plan Year
and thereafter prior to July 1 of any Plan Year
effective as of January 1 of the immediately
succeeding Plan Year.
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(ii) A first time nominee for Director may irrevocably
elect to defer receipt, in increments of twenty-five
percent (25%), of Compensation payable to him on or
after July 1 of the Plan Year in which he first
becomes a Director. Such election must be made in
writing and delivered to the Committee prior to the
date on which such nominee becomes a Director.
(b) A Director may, pursuant to Section 2.3(a)(i), file a new
deferred Compensation election or revoke a prior deferred
Compensation election each Plan Year applicable to the
immediately succeeding Plan Year. If no new election or
revocation of a prior election is made prior to July 1 of any
Plan Year, the election, if any, in effect for such Plan Year
shall continue to be effective and irrevocable for the
immediately succeeding Plan Year. If a Director does not
timely elect to defer Compensation payable to him during a
Plan Year, all such Compensation shall be paid directly to
such Director in accordance with Section 2.2.
2.4 ALLOCATION OF DEFERRED COMPENSATION. A Participant may irrevocably
elect to initially allocate all or a portion, in increments of
twenty-five (25%), of his deferred Compensation to a Cash Account, a
Stock Account, or a combination of both such Accounts. Any such
allocation shall be specified in the election made pursuant to Section
2.3; provided, however, that in the case of a first time nominee for
Director, such election must be so made and delivered not later than
six months in advance of the first date in such Plan Year as of which
such Compensation would otherwise be paid. Absent such a timely
election, a Participant shall be deemed to have elected to allocate
such deferred Compensation to his Cash Account. Deferred Compensation
allocated to a Cash Account or Stock Account shall result in Cash
Credits or Stock Credits, respectively.
2.5 ACCOUNTS.
(a) The Cash Account of a Participant shall be credited, as of the
day the deferred Compensation otherwise would have been paid
to such Participant, with Cash Credits equal to the dollar
amount of such deferred Compensation and shall be reduced, as
of the day that any amount is distributed or transferred
therefrom, by Cash Credits equal to the amount of such
distribution or transfer. As of the last day of each calendar
month, the Participant's Cash Account shall be credited with
additional Cash Credits in an amount equal to the product of
the average daily balance in his Cash Account during such
month (determined after adjustment for any deferred
Compensation credited thereto and any amount distributed or
transferred therefrom as of each day in such month) and an
interest rate equal to the Stated Interest Rate.
(b) The Stock Account of a Participant shall be credited, as of
the day the deferred Compensation otherwise would have been
paid to such Participant, with Stock Credits equal to the
number of shares of Common Stock (including fractions of a
share) that could have been purchased with the amount of such
deferred Compensation at the
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Closing Price of shares of Common Stock on the day as of which
such Stock Account is so credited and shall be reduced as of
the day that any amount is distributed or transferred
therefrom by the number of Stock Credits attributable to such
distribution or transfer.
(c) As of the date any dividend is paid to holders of shares of
Common Stock, the Participant's Stock Account shall be
credited with additional Stock Credits equal to the number of
shares of Common Stock (including fractions of a share) that
could have been purchased, at the Closing Price of shares of
Common Stock on such date, with the amount that would have
been paid as dividends on that number of shares of Common
Stock (including fractions of a share) which is equal to the
number of Stock Credits attributable to the Participant's
Stock Account as of the record date of such dividend. In the
case of dividends paid in stock, the amount of the dividend
shall be deemed to be the fair market value of the stock at
the time of the payment thereof, as determined in good faith
by the Committee.
(d) No Compensation payable to a Director after June 30, 1996 may
be deferred to a Deferred Benefit Account. As of July 1, 1996,
Deferred Benefit Account balances will be converted to Cash
Credits to the Participants' Cash Accounts, or Stock Credits
to Participant's Stock Accounts, as elected by the
Participant. The amount of such Cash Credits and Stock Credits
shall be determined in accordance with Sections 2.5(a), 2.5(b)
and 2.5(c), respectively, as if the converted amounts
constituted deferred Compensation on the date of such
conversion. Such election must be in writing and delivered to
the Committee prior to December 15, 1995 and shall be
irrevocable. Absent such a timely election, a Participant's
Deferred Benefit Account balance shall be automatically
converted to Cash Credits.
(e) A Participant shall be one hundred percent (100%) vested in
his Accounts at all times.
2.6 DISTRIBUTIONS UPON TERMINATION.
(a) Distribution of a Participant's Account shall be made or
commence in accordance with such Participant's election within
thirty (30) days following the Valuation Date, unless the
Participant has elected a later month.
(b) A Participant may elect to receive his Accounts in monthly
installments not to exceed one hundred twenty (120) separate
installments or in a single, lump sum distribution. The Stock
Credits allocated to a Participant's Stock Account shall be
distributed in whole shares of Common Stock. If the
Participant's Stock Account includes a fractional Stock
Credit, the number of Stock Credits in the Participant's Stock
Account shall be increased to the next highest whole number by
transferring from the Participant's Cash Account an amount
equal to 1 minus the fractional Stock Credit in the
Participant's Stock Account multiplied by the Closing Price of
shares of Common Stock on the date that the distribution is to
commence. The Participant's Cash Account, as adjusted pursuant
to the
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preceding sentence, may be paid either in cash or in whole
shares of Common Stock (and cash for any fractions of a share)
or in combination of both, in increments of twenty-five
percent (25%). The Committee shall distribute such Accounts in
accordance with such election or, if no such election is made,
in a single, lump sum distribution of Common Stock with
respect to the Stock Credits allocated to the Participant's
Stock Account and cash equal to the Cash Credits allocated to
the Participant's Cash Account, in each case adjusted as
provided in the third sentence of this Section 2.6(b).
(c) Monthly cash installments shall be reamortized annually on the
Reamortization Date. The Cash Account will be reamortized
based on the Stated Interest Rate.
(d) (i) With respect to distributions from the Participant's
Stock Account, the Participant shall receive one (1)
share of Common Stock with respect to each Stock Credit
(including any Stock Credits resulting from a transfer
pursuant to the second sentence in Section 2.6(d)(ii))
allocated to his Stock Account after his Stock Account
is adjusted in accordance with the third sentence of
Section 2.6(b).
(ii) In the event of an election or deemed election by the
Participant to receive all or a portion of his Cash
Account in cash, the Participant shall, to the extent
of such election or deemed election, receive an amount
in cash equal to the current balance in such Cash
Account after his Cash Account is adjusted in
accordance with the third sentence of Section 2.6(b).
In the event of an election by the Participant to
receive all or a portion of his Cash Account in shares
of Common Stock, the Participant shall be deemed to
have irrevocably elected to transfer from his Cash
Account to his Stock Account the number of Stock
Credits equal to the number of shares of Common Stock
(including fractions of a share ) that could have been
purchased with the value of the applicable percentage
(as elected by the Participant) of the Cash Account at
the Closing Price of shares of Common Stock on the
effective date of such transfer.
(e) (i) The amount of a monthly cash installment with respect
to a Participant's Cash Account shall be equal to the
product of the current balance in such Cash Account on
the Valuation Date and/or the Reamortization Date and a
fraction, the numerator of which is one (1) and the
denominator of which is the total number of
installments elected minus the number of installments
previously paid.
(ii) The number of shares of Common Stock to be distributed
from a Participant's Stock Account with respect to a
monthly installment shall be determined by calculating
the product of the current number of Stock Credits
attributable to such Stock Account and a fraction, the
numerator of which is one (1) and the denominator of
which is the total number of installments elected minus
the number of installments previously paid and rounding
such product to the next lowest whole number of Stock
Credits. The final installment shall be equal to the
balance of the undistributed Stock Credits in the
Participant's Stock Account.
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(iii) All monthly installments shall commence within thirty
(30) days after the Valuation Date and shall continue
on the same day of each succeeding month until all
installments have been paid.
(f) A Participant's elections referred to in this Section 2.6
must be in writing and delivered to the Committee with such
Participant' s election to defer Compensation pursuant to
Section 2.3(a). A Participant may at any time not less than
one year prior to the date as of which the distribution of
such Participant's Accounts is made or commences change such
elections pursuant to an election in writing delivered to the
Committee, which election shall be irrevocable during such
one-year period.
(g) Notwithstanding any other provision of this Plan, if the
Participant's Account is five thousand dollars ($5,000) or
less on the Valuation Date, or when the Account balance is
reduced to five thousand dollars ($5,000) as a result of
reamortization and/or payout, the benefit, or the remaining
account balance, shall be paid in a single, lump sum
distribution.
2.7 IN-SERVICE DISTRIBUTIONS.
(a) In-Service Withdrawal. A Participant may elect to withdraw
all or a portion of his Accounts in a single sum or in
substantially equal annual installments of the Accounts
amortized over a period of up to five (5) years. If a
Participant elects to withdraw all of his Accounts, the
amount to be distributed in installment payments shall be
redetermined in the same manner as that set forth in Section
2.6(e), as of January 1 of each year in which an installment
is to be received, based on the remaining Account Balances,
as adjusted for gains and losses, and the remaining number of
installment payments. Adjustments for investment gains and
losses shall continue on the undistributed Account Balances.
Any such election must be in writing and delivered to the
Committee not less than one (1) year in advance of the
payment date; provided, however, that if the Participant's
service on the Board terminates prior to the payment date,
such election shall be deemed automatically revoked. Unlike
an accelerated distribution, there is no penalty for an
in-service withdrawal.
(b) Accelerated Distribution. A Participant may elect to receive,
upon written request to the Committee, a single-sum
distribution of more than $10,000, or if less, the entire
balance held in his Accounts, from the Participant's Accounts
as of the end of the calendar month prior to the month in
which the Committee receives the written request. The amount
requested by the Participant under this Section shall be paid
in a single sum within thirty (30) days following the receipt
of the notice by the Committee from the Participant. The
Participant shall permanently forfeit ten percent (10%) of
the amount requested and the Participant shall not be
eligible to participate in the Plan or to receive an
accelerated distribution for a period of one (1) year from
the date of distribution. The Company shall
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have no obligation to the Participant or his beneficiary with
respect to such forfeited amount.
2.8 DISTRIBUTION UPON DEATH.
(a) Notwithstanding any other provision of this Plan, upon the
death of a Participant, amounts attributable to his Deferred
Benefit Account shall be distributed in the manner provided
in any election or elections with respect thereto filed by
the Participant.
(b) Notwithstanding any other provisions of this Plan, upon the
death of a Participant, the Committee shall pay all of such
Participant's Cash Account and Stock Account to the person,
persons, or entity designated by the Participant. All such
designations shall be made in writing and delivered to the
Committee. A Participant may from time to time revoke or
change any such designations by written notice to the
Committee. If there is no beneficiary designation or if such
persons shall have all predeceased the Participant or
otherwise ceased to exist, such distributions shall be made
to the executor or administrator of the Participant's estate.
Any distribution under this Section 2.8(b) shall be made as
soon as practicable following the end of the month in which
the Committee is notified of the Participant's death or is
satisfied as to the identity of the appropriate payee,
whichever is later.
(c) The number of shares of Common Stock to be distributed
pursuant to Section 2.8(b) from the Participant's Stock
Account shall be equal to the number of Stock Credits with
which such Stock Account is credited on the last Business Day
of the month immediately preceding the month of such
Participant's death. If the Participant's Stock Account
includes a fractional Stock Credit, the number of Stock
Credits in the Participant's Stock Account shall be increased
to the next highest whole number by transferring from the
Participant's Cash Account an amount equal to 1 minus the
fractional Stock Credit in the Participant's Stock Account
multiplied by the Closing Price of shares of Common Stock on
the date that the distribution is to commence.
(d) In the event of the death of the primary beneficiary, the
secondary beneficiary shall receive a lump sum of the
remainder of the benefit.
2.9 WITHHOLDING TAXES. The Corporation may defer making payments under the
Plan until satisfactory arrangements have been made for the payment of
any federal, state or local income taxes required to be withheld with
respect to such payment or delivery. Each Director shall be entitled
to irrevocably elect, at least six months prior to the date shares of
Common Stock would otherwise be delivered hereunder, to have the
Corporation withhold shares of Common Stock having an aggregate value
equal to the amount required to be withheld. The value of fractional
shares remaining after payment of the withholding taxes shall be paid
to the Director in cash. Shares so withheld shall be valued at the
Closing Price on the regular Business Day immediately preceding the
date such shares would otherwise be transferred hereunder.
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ARTICLE 3
THE COMMITTEE
3.1 AUTHORITY. The Committee shall have full power and authority to
administer the Plan, including the power to (i) promulgate forms to be
used with respect to the Plan, (ii) promulgate rules of Plan
administration, (iii) settle any disputes as to rights or benefits
arising from the Plan, (iv) interpret the terms of the Plan and (v)
make such decisions or take such action as the Committee, in its sole
discretion, deems necessary or advisable to aid in the proper
administration of the Plan.
3.2 ELECTIONS, NOTICES. All elections and notices required to be provided
to the Committee under the Plan must be in such form or forms
prescribed by, and contain such information as is required by, the
Committee.
3.3 AGENTS. The Committee may appoint an individual or individuals to be
the Committee's agent with respect to the day-to-day administration of
the Plan. In addition, the Committee may, from time to time, employ
other agents and delegate to them such administrative duties as it
sees fit, and may from time to time consult with counsel who may be
counsel to the Corporation.
3.4 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final and binding
upon all persons having any interest in the Plan.
3.5 INDEMNITY OF COMMITTEE. The Corporation has entered into
Indemnification Agreements with each of the members of the Committee
protecting them against such claims, losses damages, expenses or
liabilities arising from any action or failure to act with respect to
this Plan, except as otherwise indicated in such Agreement.
ARTICLE 4
SHARES AVAILABLE
4.1 NUMBER. One Hundred Thousand (100,000) shares of Common Stock are
available for issuance under the Plan in accordance with the
provisions hereof and such other provisions as the Committee may from
time to time deem necessary. This authorization may be increased from
time to time by approval of the Board and by the shareholders of the
Corporation if, in the opinion of counsel for the Corporation, such
shareholder approval is required. Stock Credits to participant's Stock
Accounts shall be applied to reduce the maximum number of
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shares of Common Stock remaining available under the Plan. Shares of
Common Stock issuable under the Plan may be taken either from
authorized but unissued or treasury shares, as determined by the
Corporation.
4.2 ADJUSTMENTS. If at any time the number of outstanding shares of Common
Stock shall be increased as the result of any stock dividend, stock
split, subdivision or reclassification of shares, the number of shares
of Common Stock available under Section 4.01 and the number of Stock
Credits with which each Participant's Stock Account is credited shall
be increased in the same proportion as the outstanding number of
shares of Common Stock is increased. If the number of outstanding
shares of Common Stock shall at any time be decreased as the result of
any combination, reverse stock split or reclassification of shares,
the number of shares of Common Stock available under Section 4.01 and
the number of Stock Credits with which each Participant's Stock
Account is credited shall be decreased in the same proportion as the
outstanding number of shares of Common Stock is decreased. In the
event the Corporation shall at any time be consolidated with or merged
into any other corporation and holders of shares of Common Stock
receive shares of the capital stock of the resulting or surviving
corporation, there shall be credited to each Participant's Stock
Account, in place of the Stock Credits then credited thereto, new
Stock Credits in an amount equal to the product of the number of
shares of capital stock exchanged for one share of Common Stock upon
such consolidation or merger and the number of Stock Credits with
which the Participant's Stock Account then is credited, and the number
of shares of Common Stock available under Section 4.01 shall be
similarly adjusted. If in such a consolidation or merger, holders of
shares of Common Stock shall receive any consideration other than
shares of the capital stock of the resulting or surviving corporation
or its parent corporation, the Committee, in its sole discretion,
shall determine the appropriate change in Participants' Stock
Accounts.
ARTICLE 5
MISCELLANEOUS
5.1 UNFUNDED PLAN. No promise hereunder shall be secured by any specific
assets of the Corporation, nor shall any assets of the Corporation be
designated as attributable or allocated to the satisfaction of such
promises. Participants shall have no rights under the Plan other than
as unsecured general creditors of the Corporation. Notwithstanding the
foregoing, the Corporation may, but is not obligated to, establish a
grantor trust (the "Trust") for purposes of segregating assets
necessary to satisfy the Corporation's obligations under this Plan.
All amounts contributed to the Trust shall remain subject to the
claims of the Corporation's creditors in the event of the
Corporation's insolvency (as defined in the Trust document) until paid
to the Participant or his beneficiaries in such manner and at such
times as specified in this Plan. It is the intention of the
Corporation that the Trust shall constitute an unfunded arrangement
and shall not affect the status of this Plan as an unfunded plan
maintained for the purpose of providing deferred compensation for a
select group of highly compensated employees for purposes of Title I
of the Employee Retirement Income Security Act of 1974
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and for tax purposes. Participants shall have no control or incidence
of ownership with respect to the assets contributed to the Trust by
the Corporation.
5.2 NON-ALIENATION OF BENEFITS. No benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to do so shall be
void. No such benefit, prior to receipt thereof pursuant to the
provisions of the Plan, shall be in any manner liable for or subject
to the debts, contracts, liabilities, engagements or torts of the
Participant.
5.3 INVALIDITY. If any term or provision contained herein is to any extent
invalid or unenforceable, such term or provision will be reformed so
that it is valid, and such invalidity or unenforceability will not
affect any other provision or part hereof.
5.4 GOVERNING LAW. This Plan shall be governed by the laws of the State of
Ohio, without regard to the conflict of law provisions thereof.
5.5 AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board at any
time may terminate and in any respect amend or modify the Plan;
provided, however, that no such termination, amendment or modification
shall adversely affect the rights of any Participant or beneficiary,
including his rights with respect to Cash Credits or Stock Credits
credited prior to such termination, amendment or modification, without
his consent. Notwithstanding the foregoing, the provisions of this
Plan that determine the amount, price or timing of benefits related to
Stock Credits shall not be amended more than once every six months
(other that as may be necessary to conform to any applicable changes
in the Internal Revenue Code of 1986, as amended or the rules
thereunder), unless such amendment would be consistent with the
provisions of Rule 16b-3 (or any successor provisions) promulgated
under the Securities Exchange Act of 1934, as amended ("Exchange
Act").
5.6 SUCCESSORS AND HEIRS. The Plan and any properly executed elections
hereunder shall be binding upon the Corporation and Participants, and
upon any assignee or successor in interest to the Corporation and upon
the heirs, legal representatives and beneficiaries of any Participant.
5.7 STATUS AS SHAREHOLDERS. Stock Credits are not, and do not constitute,
shares of Common Stock, and no right as a holder of shares of Common
Stock shall devolve upon a Participant unless and until such shares
are issued to the Participant.
5.8 RIGHTS. Participation in this Plan shall not give any Director the
right to continue to serve as a member of the Board or any rights or
interests other than as herein provided.
5.9 USE OF TERMS. The masculine includes the feminine and the plural
includes the singular, unless the context clearly indicates otherwise.
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5.10 STATEMENT OF ACCOUNTS. Each Participant in the Plan during the
immediately preceding Plan Year shall receive a statement of his
Accounts under the Plan as of December 31 of such preceding Plan Year.
Such statement shall be in a form and contain such information as is
deemed appropriate by the Committee.
5.11 COMPLIANCE WITH LAWS. This Plan and the offer, issuance and delivery
of shares of Common Stock and/or the payment and deferral of
Compensation under this Plan are subject to compliance with all
applicable federal and state laws, rules and regulations (including
but not limited to state and federal reporting, registration, insider
trading and other securities laws) and to such approvals by any
listing agency or any regulatory or governmental authority as may, in
the opinion of counsel for the Corporation, be necessary or advisable
in connection therewith. Any securities delivered under this Plan be
subject to such restrictions, and the person acquiring the securities
shall, if requested by the Corporation, provide such assurances and
representations to the Corporation as the Corporation may deem
necessary or desirable to assure compliance with all applicable legal
requirements.
5.12 PLAN CONSTRUCTION. Anything in this Plan to the contrary
notwithstanding, is the intent of the Corporation that all
transactions under the Plan satisfy the applicable requirements of
Rule 16b-3 so that a Director who is or becomes a member of a
committee administering stock compensation plans of the Corporation
will be "disinterested" as defined in Rule 16b-3 for purposes of
administering such plans, will be entitled to the benefits of Rule
16b-3 or other exemptive rules under Section 16 of the Exchange Act,
and will not be subjected to avoidable liability thereunder. To the
extent any provision of the Plan, action by the Committee or election
by a Director fails to so comply, it shall be deemed null and void to
the extent permitted by law.
5.13 HEADINGS NOT PART OF PLAN. Headings and subheadings in the Plan are
inserted for reference only and are not to be considered in the
construction of the Plan.
5.14 STOCKHOLDER APPROVAL; EFFECTIVE DATE. This Plan has been approved by
the Board and became effective as of January 1, 1996, due to the
approval of this Plan by the stockholders of the Corporation at the
Annual Shareholders Meeting in 1996. The Plan was amended and restated
in November, 1996, and July, 1997, by the Board to make certain
administrative changes to the Plan. The Plan was amended and restated
effective as of January 1, 2001 to eliminate the option of receiving
distributions from Participant's Stock Accounts in the form of cash
and to modify the provisions dealing with in-service distributions.
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