Exhibit (10)(h)
THE LUBRIZOL CORPORATION 1991 STOCK INCENTIVE PLAN
(As Amended)
Section 1. Purpose.
The purposes of The Lubrizol Corporation 1991 Stock Incentive Plan are to
encourage selected employees of The Lubrizol Corporation and its Subsidiaries
and directors of the Company to acquire a proprietary and vested interest in the
growth and performance of the Company, to generate an increased incentive to
contribute to the Company's future success and prosperity, thus enhancing the
value of the Company for the benefit of shareholders, and to enhance the ability
of the Company and its Subsidiaries to attract and retain individuals of
exceptional talent upon whom, in large measure, the sustained progress, growth
and profitability of the Company depends.
Section 2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, or Stock Award granted pursuant to the provisions of the
Plan.
(b) "Award Agreement" means a written document evidencing any Award
granted hereunder, signed by the Company and delivered to the Participant
or Outside Director, as the case may be.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Committee" means a committee of not less than three (3) Outside
Directors of the Board, each of whom shall be a "disinterested person"
within the meaning of Rule 16b-3(d)(3) promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any successor rule or statute.
(f) "Company" means The Lubrizol Corporation.
(g) "Employee" means any employee of the Company or of any
Subsidiary.
(h) "Fair Market Value" means the average of the high and low price
of a Share on the New York Stock Exchange on the Grant Date (in the case
of a Grant), or any other relevant date.
(i) "Grant Date" means the date on which the Board approves the
grant of an Option, Stock Appreciation Right, Restricted Stock Award, or
Stock Award, and, with respect to an Option granted to an Outside
Director, the date specified pursuant to Section 10 on which such Option
is granted.
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1991 STOCK INCENTIVE PLAN
(j) "Incentive Stock Option" means an Option that is intended to
meet the requirements of Section 422A of the Code or any successor
provision thereto.
(k) "Non-Statutory Stock Option" means an Option that is not
intended to be an Incentive Stock Option.
(l) "Option" means an option to purchase Shares granted hereunder.
(m) "Option Price" means the purchase price of each Share under an
Option.
(n) "Outside Director" means a member of the Board who is not an
employee of the Company or of any Subsidiary.
(o) "Participant" means an Employee who is selected by the Committee
to receive an Award under the Plan.
(p) "Plan" means The Lubrizol Corporation 1991 Stock Incentive Plan.
(q) "Restricted Stock Award" means an award of restricted Shares
under Section 8 hereof.
(r) "Restriction Period" means the period of time specified in an
Award Agreement during which the following conditions remain in effect:
(i) certain restrictions on the sale or other disposition of Shares
awarded under the Plan, (ii) subject to the terms of the applicable Award
Agreement, the continued employment of the Participant, and (iii) such
other conditions as may be set forth in the applicable Award Agreement.
(s) "Shareholders' Meeting" means the annual meeting of shareholders
of the Company in each year.
(t) "Shares" means common shares without par value of the Company.
(u) "Stock Appreciation Right" means the right to receive a payment
in cash or in Shares, or in any combination thereof, from the Company
equal to the excess of the Fair Market Value of a stated number of Shares
at the exercise date over a fixed price for such Shares.
(v) "Stock Award" means the grant of unrestricted Shares under the
Plan.
(w) "Subsidiary" means a corporation which is at least 80% owned,
directly or indirectly, by the Company.
(x) "Voting Stock" means the then-outstanding securities entitled to
vote generally in the election of directors of the Company.
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1991 STOCK INCENTIVE PLAN
Section 3. Administration.
The Plan shall be administered by the Committee. Members of the Committee
shall be appointed by and serve at the pleasure of the Board, and may resign by
written notice filed with the Chairman of the Board or the Secretary of the
Company. A vacancy on the Committee shall be filled by the appointment of a
successor member by the Board. Subject to the express provisions of this Plan,
the Committee shall have conclusive authority to select Employees to be
Participants for Awards and determine the type and number of Awards to be
granted, to construe and interpret the Plan, any Award granted hereunder, and
any Award Agreement entered into hereunder, and to establish, amend, and rescind
rules and regulations for the administration of this Plan and shall have such
additional authority as the Board may from time to time determine to be
necessary or desirable. Notwithstanding the foregoing, the Committee shall not
have discretion with respect to Options granted to Outside Directors pursuant to
Section 10 such as to prevent any Award granted under this Plan from meeting the
requirements for exemption from Section 16(b) of the Exchange Act, as set forth
in Rule 16b-3 thereunder or any successor rule or statute.
Section 4. Shares Subject to the Plan.
(a) Subject to adjustment as provided in the Plan, the total number
of Shares available under the Plan in each calendar year shall be one
percent (1%) of the total outstanding Shares as of the first day of any
year for which the Plan is in effect; provided that such number shall be
increased in any year by the number of Shares available for grant
hereunder in previous years but not covered by Awards granted hereunder in
such previous years; provided further, that a total of no more than two
million (2,000,000) Shares shall be available for the grant of Incentive
Stock Options under the Plan; and provided further, that no more than four
hundred thousand (400,000) Shares shall be available for grant to any
Participant during a calendar year. Settlement of an Award, whether by the
issuance of Shares or the payment of cash, shall not be deemed to be the
grant of an Award hereunder. In addition, any Shares issued by the Company
through the assumption or substitution of outstanding grants from an
acquired company shall not reduce the Shares available for grants under
the Plan. Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued Shares or treasury shares. If any Shares subject
to any Award granted hereunder are forfeited or if such Award otherwise
terminates without the issuance of such Shares or payment of other
consideration in lieu of such Shares, the Shares subject to such Award, to
the extent of any such forfeiture or termination, shall again be available
for grant under the Plan as if such Shares had not been subject to an
Award.
(b) The number of Shares which remain available for grant pursuant
to this Plan, together with Shares subject to outstanding Awards, at the
time of any change in the Company's capitalization, including stock
splits, stock dividends, mergers, reorganizations, consolidations,
recapitalizations, or other changes in corporate structure, shall be
appropriately and proportionately adjusted to reflect such change in
capitalization.
Section 5. Eligibility.
Any Employee shall be eligible to be selected as a Participant.
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1991 STOCK INCENTIVE PLAN
Section 6. Stock Options.
Non-Statutory Stock Options and Incentive Stock Options may be granted
hereunder to Participants either separately or in conjunction with other Awards
granted under the Plan. Any Option granted to a Participant under the Plan shall
be evidenced by an Award Agreement in such form as the Committee may from time
to time approve. Any such Option shall be subject to the following terms and
conditions and to such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall deem desirable.
(a) Option Price. The purchase price per Share under an Option shall
be fixed by the Committee in its sole discretion; provided that the
purchase price shall not be less than one hundred percent (100%) of the
Fair Market Value of the Share on the Grant Date of the Option. Payment of
the Option Price may be made in cash, Shares, or a combination of cash and
Shares, as provided in the Award Agreement relating thereto.
(b) Option Period. The term of each Option shall be fixed by the
Committee in its sole discretion; provided that no Incentive Stock Option
shall be exercisable after the expiration of ten years from the Grant
Date; and provided further, that no reload Option granted to a Participant
pursuant to the terms of Section 6(e) shall be exercisable after the
expiration of the term of the Option that gave rise to the grant of such
reload Option.
(c) Exercise of Option. Options shall be exercisable to the extent
of fifty percent (50%) of the Shares subject thereto after one year from
the Grant Date, seventy-five percent (75%) of such Shares after two years
from the Grant Date, and one hundred percent (100%) of such Shares after
three years from the Grant Date, subject to any provisions respecting the
exercisability of Options that may be contained in an Award Agreement;
provided that a reload Option granted to a Participant pursuant to the
terms of Section 6(e) shall be exercisable to the extent of one hundred
percent (100%) of such Shares from the Grant Date.
(d) Incentive Stock Options. The aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options held by any
Participant which are exercisable for the first time by such Participant
during any calendar year under the Plan (and under any other benefit plans
of the Company, of any parent corporation, or Subsidiary) shall not exceed
$100,000 or, if different, the maximum limitation in effect at the Grant
Date under Section 422A of the Code, or any successor provision, and any
regulations promulgated thereunder. The terms of any Incentive Stock
Option granted hereunder shall comply in all respects with the provisions
of Section 422A of the Code, or any successor provision, and any
regulations promulgated thereunder.
(e) Reload. In the event that a Participant or an Outside Director
exercises an Option other than a reload Option granted pursuant to this
Section 6(e), and pays some or all of the Option Price with Shares, the
Committee in its discretion may grant to such Participant or Outside
Director a reload Option to purchase the number of Shares equal to the
number of Shares used as payment of the Option Price, subject to the
limitations described below. Options granted to Participants pursuant to
this Section 6(e) shall have terms and conditions as described in this
Section 6 and Options granted to Outside Directors pursuant to this
Section 6(e) shall have terms and conditions as described in
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1991 STOCK INCENTIVE PLAN
Section 10. Options granted pursuant to this Section 6(e) shall be of the
same character (i.e., Non-Statutory Stock Options or Incentive Stock
Options) as the Option that is exercised to give rise to the grant of the
reload Option, provided that if an Incentive Stock Option cannot be
granted under this Section 6(e) in compliance with Section 422A of the
Code, then a Non-Statutory Stock Option shall be granted in lieu thereof.
Options may be granted pursuant to this Section 6(e) only to the extent
that the number of Shares covered by such Option grants does not, when
added to the number of Shares covered by Awards previously granted during
such calendar year, exceed the limitation set forth in Section 4(a).
Shares received upon the exercise of an Option granted pursuant to this
Section 6(e) may not be sold or otherwise transferred (i) by a Participant
until such Participant has met the Share ownership guideline for such
Participant, if any, set by the Company, and then only to the extent that
the Participant continues to meet such ownership guideline immediately
after such sale, or (ii) by an Outside Director until such Outside
Director ceases to be an Outside Director, provided, however, that a
Participant or Outside Director may use such Shares as payment of the
Option Price of Options granted under this Plan to the extent permitted by
the applicable Award Agreement, in which case a number of the Shares
(equal to the number of Shares used for such payment) purchased by the
exercise of such Options also shall be subject to the same restrictions
upon transferability. Certificates for such Shares with a transferability
restriction shall bear a legend referencing such restriction.
Notwithstanding the foregoing, effective for grants of Options on or after
November 11, 2002, this Section 6(e) is deleted.
Section 7. Stock Appreciation Rights.
Stock Appreciation Rights may be granted hereunder to Participants either
separately or in conjunction with other Awards granted under the Plan and may,
but need not, relate to a specific Option granted under Section 6. The
provisions of Stock Appreciation Rights need not be the same with respect to
each Participant. Any Stock Appreciation Right related to a Non-Statutory Stock
Option may be granted at the same time such Option is granted or at any time
thereafter before exercise or expiration of such Option. Any Stock Appreciation
Right related to an Incentive Stock Option must be granted at the same time such
Option is granted. Any Stock Appreciation Right related to an Option shall be
exercisable only to the extent the related Option is exercisable. In the case of
any Stock Appreciation Right related to any Option, the Stock Appreciation Right
or applicable portion thereof shall terminate and no longer be exercisable upon
the termination or exercise of the related Option. Similarly, upon exercise of a
Stock Appreciation Right as to some or all of the Shares covered by a related
Option, the related Option shall be canceled automatically to the extent of the
Stock Appreciation Rights exercised, and such Shares shall not thereafter be
eligible for grant under Section 4(a). The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it shall deem
appropriate.
Section 8. Restricted Stock Awards.
(a) Issuance. Restricted Stock Awards may be issued hereunder to
Participants, either separately or in conjunction with other Awards
granted under the Plan. Each Award
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1991 STOCK INCENTIVE PLAN
under this Section 8 shall be evidenced by an Award Agreement between the
Participant and the Company which shall specify the vesting schedule, any
rights of acceleration and such other terms and conditions as the Board
shall determine, which need not be the same with respect to each
Participant.
(b) Registration. Shares issued under this Section 8 shall be
evidenced by issuance of a stock certificate or certificates registered in
the name of the Participant bearing the following legend and any other
legend required by, or deemed appropriate under, any federal or state
securities laws:
The sale or other transfer of the common shares represented by this
certificate is subject to certain restrictions set forth in the
Award Agreement between ___________________ (the registered owner)
and The Lubrizol Corporation dated _______________, under The
Lubrizol Corporation 1991 Stock Incentive Plan. A copy of the Plan
and Award Agreement may be obtained from the Secretary of The
Lubrizol Corporation.
Unless otherwise provided in the Award Agreement between the Participant
and the Company, such certificates shall be retained by the Company until
the expiration of the Restriction Period. Upon the expiration of the
Restriction Period, the Company shall (i) cause the removal of the legend
from the certificates for such Shares as to which a Participant is
entitled in accordance with the Award Agreement between the Participant
and the Company and (ii) release such Shares to the custody of the
Participant.
(c) Forfeiture. Except as otherwise determined by the Committee at
the Grant Date, upon termination of employment of the Participant for any
reason during the Restriction Period, all Shares still subject to
restriction shall be forfeited by the Participant and retained by the
Company; provided that in the event of a Participant's retirement,
permanent disability, death, or in cases of special circumstances, the
Committee may, in its sole discretion, when it finds that a waiver would
be in the best interests of the Company, waive in whole or in part any or
all remaining restrictions with respect to such Participant's Shares. In
such case, unrestricted Shares shall be issued to the Participant at such
time as the Committee determines.
(d) Rights as Shareholders. At all times during the Restriction
Period, Participants shall be entitled to full voting rights with respect
to all Shares awarded under this Section 8 and shall be entitled to
dividends with respect to such Shares.
Section 9. Stock Awards.
Awards of Shares may be granted hereunder to Participants, either
separately or in conjunction with other Awards granted under the Plan. Subject
to the provisions of the Plan, the Committee shall have sole and complete
authority to determine (i) the Employees to whom such Awards shall be granted,
(ii) the time or times at which such Awards shall be granted, (iii) the number
of Shares to be granted pursuant to such Awards, and (iv) all other conditions
of the Awards. Such conditions may include issuance of Shares at the time of the
Award is granted or issuance of Shares at a time or times subsequent to the time
the Award is granted, which subsequent times may be specifically established by
the Committee and/or may be determined by
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1991 STOCK INCENTIVE PLAN
reference to the satisfaction of one or more performance measures specified by
the Committee. The provisions of stock awards need not be the same with respect
to each Participant.
Section 10. Outside Directors' Options.
On the close of business on the date on which the Committee makes
the annual grant to employees generally, each Outside Director shall
automatically be granted an Option to purchase 2,500 Shares. All Options
granted under this Section 10 shall be Non-Statutory Stock Options and
shall be subject to the following terms and conditions and to such
additional terms and conditions, not inconsistent with the provisions of
the Plan, as are contained in the applicable Award Agreement.
(a) Option Price. The purchase price per Share shall be one hundred
percent (100%) of the Fair Market Value of the Share on the Grant Date.
Payment of the Option Price may be made in cash, Shares, or a combination
of cash and Shares, as provided in the Award Agreement in effect from time
to time.
(b) Option Period. The term during which Options granted under this
Section 10 shall be exercisable shall be ten (10) years from the Grant
Date; provided that no reload Option granted to an Outside Director
pursuant to the terms of Section 6(e) shall be exercisable after the
expiration of the term of the Option that gave rise to the grant of such
reload Option.
(c) Exercise of Options. Subject to the provisions of this Section
10(c), Options shall be exercisable to the extent of fifty percent (50%)
of the Shares subject thereto after one year from the Grant Date,
seventy-five percent (75%) of such Shares after two years from the Grant
Date, and one hundred percent (100%) of such Shares after three years from
the Grant Date; provided that a reload Option granted to an Outside
Director pursuant to the terms of Section 6(e) shall be exercisable to the
extent of one hundred percent (100%) of such Shares from the Grant Date.
Options may be exercised by an Outside Director during the period that the
Outside Director remains a member of the Board and under the circumstances
described below.
(i) If an Outside Director retires under a retirement plan or
policy of the Company, then Options held by such Outside Director
may be exercised for a period of thirty-six (36) months following
retirement, to the extent of 100% of the Shares covered by such
Options (notwithstanding the extent to which the Outside Director
otherwise would have been entitled to exercise such Options at the
date of retirement), provided that in no event shall an Option be
exercisable after the expiration of the Option period provided in
Section 10(b).
(ii) In the event of the death of an Outside Director while
serving as a director, Options held by such Outside Director may be
exercised for a period of twelve (12) months following the date of
death, (A) to the extent of 100% of the Shares covered by such
Options (notwithstanding the extent to which the Outside Director
otherwise would have been entitled to exercise the Option at the
date of death), and (B) only by the executor or administrator of the
Outside Director's estate or by the person or persons to whom the
Outside Director's rights under the
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1991 STOCK INCENTIVE PLAN
Options shall pass by the Outside Director's will or the laws of
descent and distribution, provided that in no event shall an Option
be exercisable after the expiration of the Option period provided in
Section 10(b).
(iii) If an Outside Director shall cease to be a director for
any reason other than retirement under a retirement plan or policy
of the Company or death, Options held by such Outside Director may
be exercised for a period of three (3) months following such
cessation, to the extent of 100% of the Shares covered by such
Options (notwithstanding the extent to which the Outside Director
otherwise would have been entitled to exercise such Options at the
date of such cessation), provided that in no event shall an Option
be exercisable after the expiration of the Option period provided in
Section 10(b).
(iv) In the event an Outside Director, after ceasing to be a
director, dies during and subject to one of the periods described in
Section 10(c)(i) or (iii), while possessed of unexercised Options,
the executor or administrator of the Outside Director's estate, or
the person entitled by will or the applicable laws of descent and
distribution, may exercise such Options held by the Outside Director
at the time of the Outside Director's death during the period that
is applicable, as follows:
(A) If Section 10(c)(i) was in effect, for one year
after the Outside Director's death;
(B) If Section 10(c)(iii) was in effect, for three
months after the Outside Director's death;
provided that, in no event shall the Option be exercisable after the
expiration of the Option period provided in Section 10(b).
Section 11. Change in Control.
Notwithstanding the provisions of Sections 6(c) and 10(c), Options shall
become exercisable with respect to 100% of the Shares upon the occurrence of any
Change in Control (as hereafter defined) of the Company; except that no Options
shall be exercised prior to the end of six months from the Grant Date.
Notwithstanding the provisions of Section 8 and the applicable Award
Agreement, any restricted Shares shall be 100% vested and without any
restrictions upon the occurrence of any Change in Control of the Company.
For all purposes of the Plan, a "Change in Control" shall have occurred if
any of the following events shall occur:
(a) The Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and immediately after such
merger, consolidation or reorganization less than a majority of the
combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held in the
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1991 STOCK INCENTIVE PLAN
aggregate by the holders of Voting Stock of the Company immediately prior
to such transaction;
(b) The Company sells all or substantially all of its assets to any
other corporation or other legal person, and less than a majority of the
combined voting power of the then-outstanding securities of such
corporation or person immediately after such sale are held in the
aggregate by the holders of Voting Stock of the Company immediately prior
to such sale;
(c) There is a report filed on Schedule 13D or Schedule 14D-l (or
any successor schedule, form or report), each as promulgated pursuant to
the Exchange Act, disclosing that any person (as the term "person" is used
in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become
the beneficial owner (as the term "beneficial owner" is defined under Rule
13(d)(3) or any successor rule or regulation promulgated under the
Exchange Act) of securities representing 20% or more of the Voting Stock;
(d) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act disclosing
in response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of the Company has or
may have occurred or will or may occur in the future pursuant to any
then-existing contract or transaction; or
(e) If during any period of two consecutive years, individuals who
at the beginning of any such period constitute the Directors of the
Company cease for any reason to constitute at least a majority thereof,
provided, however, that for purposes of this Section 11(e), each Director
who is first elected, or first nominated for election by the Company's
stockholders, by a vote of at least two thirds of the Directors of the
Company (or a committee thereof) then still in office who were Directors
of the Company at the beginning of any such period will be deemed to have
been a Director of the Company at the beginning of such period.
Notwithstanding the foregoing provisions of Section 11(c) or 11(d) hereof,
unless otherwise determined in a specific case by majority vote of the Board, a
"Change in Control" shall not be deemed to have occurred for purposes of the
Plan solely because (i) the Company, (ii) an entity in which the Company
directly or indirectly beneficially owns 50% or more of the voting securities,
or (iii) any employee stock ownership plan or any other employee benefit plan
sponsored by the Company, either files or becomes obligated to file a report or
a proxy statement under or in response to Schedule 13D, Schedule 14D-l, Form 8-K
or Schedule 14A (or any successor schedule, form or report or item therein)
under the Exchange Act, disclosing beneficial ownership by it of shares of
Voting Stock, whether in excess of 20% or otherwise, or because the Company
reports that a change in control of the Company has or may have occurred or will
or may occur in the future by reason of such beneficial ownership.
Section 12. Amendments and Termination.
The Board may, at any time, amend, alter or terminate the Plan, but no
amendment, alteration, or termination shall be made that would impair the rights
of an Outside Director or
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1991 STOCK INCENTIVE PLAN
Participant under an Award theretofore granted, without the Outside Director's
or Participant's consent, or that without the approval of the shareholders
would:
(a) except as is provided in Sections 4(b) and 13(c) of the Plan,
increase the total number of Shares which may be issued under the Plan;
(b) change the class of employees eligible to participate in the
Plan; or
(c) materially increase the benefits accruing to Participants under
the Plan;
so long as such approval is required by law or regulation; provided that, as
long as required by law or regulation, the provisions of Section 10 hereof may
not be amended or altered more than once every six (6) months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act,
or the rules thereunder.
The Committee may amend the terms of any Award heretofore granted (except,
with respect to Options granted pursuant to Section 10 hereof, only to the
extent not inconsistent with Rule 16b-3 under the Exchange Act or any successor
rule or statute), prospectively or retroactively, but no such amendment shall
impair the rights of any Participant or Outside Director without his consent.
Section 13. General Provisions.
(a) No Option, Stock Appreciation Right, or Restricted Stock Award
shall be assignable or transferable by a Participant or an Outside
Director otherwise than by will or the laws of descent and distribution,
and Options and Stock Appreciation Rights may be exercised during the
Participant's or Outside Director's lifetime only by the Participant or
the Outside Director or, if permissible under applicable law, by the
guardian or legal representative of the Participant or Outside Director.
(b) The term of each Award shall be for such period of months or
years from its Grant Date as may be determined by the Committee or as set
forth in the Plan; provided that in no event shall the term of any
Incentive Stock Option or any Stock Appreciation Right related to any
Incentive Stock Option exceed a period of ten (10) years from the Grant
Date.
(c) In the event of a merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
such that Shares are changed into or become exchangeable for a larger or
smaller number of Shares, thereafter the number of Shares subject to
outstanding Awards granted to Participants and to any Shares subject to
Awards to be granted to Participants pursuant to this Plan shall be
increased or decreased, as the case may be, in direct proportion to the
increase or decrease in the number of Shares by reason of such change in
corporate structure; provided, however, that the number of Shares shall
always be a whole number, and the purchase price per Share of any
outstanding Options shall, in the case of an increase in the number of
Shares, be proportionately reduced, and, in the case of a decrease in the
number of Shares, shall be proportionately increased. The above adjustment
shall also apply to any
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1991 STOCK INCENTIVE PLAN
Shares subject to Options granted to Outside Directors pursuant to the
provisions of Section 10.
(d) No Employee shall have any claim to be granted any Award under
the Plan and there is no obligation for uniformity of treatment of
Employees or Participants under the Plan.
(e) The prospective recipient of any Award under the Plan shall not,
with respect to such Award, be deemed to have become a Participant, or to
have any rights with respect to such Award, until and unless such
recipient shall have executed an Award Agreement, and otherwise complied
with the then applicable terms and conditions.
(f) All certificates for Shares delivered under the Plan pursuant to
any Award shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Shares are then listed, and
any applicable federal or state securities law, and the Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.
(g) Except as otherwise required in any applicable Award Agreement
or by the terms of the Plan, Participants shall not be required, under the
Plan, to make any payment other than the rendering of services.
(h) The Company shall be authorized to withhold from any payment
under the Plan, whether such payment is in Shares or cash, all withholding
taxes due in respect of such payment hereunder and to take such other
action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes.
(i) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required; and such arrangements
may be either generally applicable or applicable only in specific cases.
(j) Nothing in the Plan shall interfere with or limit in any way the
right of the Company or any Subsidiary to terminate any Participant's
employment at any time, nor shall the Plan confer upon any Participant any
right to continued employment with the Company or any Subsidiary.
Section 14. Effective Date and Term of Plan.
The Plan shall be effective as of April 22, 1991. The termination date of
the Plan is November 15, 2004, on which date the Plan shall expire but without
affecting any options then outstanding.