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EXHIBIT 10.01
CARDINAL DISTRIBUTION, INC.
STOCK INCENTIVE PLAN
SECTION 1. PURPOSES OF PLAN.
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The purposes of the Stock Incentive Plan (the "Plan") of Cardinal
Distribution, Inc. (the "Company") are to advance the interests of the Company
and its shareholders by providing a means of attracting and retaining key
employees for the Company and its subsidiaries, providing key employees with
a proprietary interest in the Company, and stimulating the interest of key
employees in the development and financial success of the Company.
SECTION 2. ADMINISTRATION OF PLAN.
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The Plan shall be administered by the Company's Compensation
Committee (the "Committee") which shall consist of not less than three
directors of the Company appointed by the Company's Board of Directors (the
"Board"). The members of the Committee shall serve at the pleasure of the
Board, which may remove members from the Committee or appoint new members to
the Committee from time to time, and members of the Committee may resign by
written notice to the Chairman of the Board or the Secretary of the Company.
Each member of the Committee shall be a "disinterested person" within the
meaning of Rule 16b-3 under the Securities and Exchange Act of 1934. The
Committee may adopt any rules it considers appropriate for the conduct of its
business or the administration of the Plan, make interpretations of the Plan
which it deems consistent with the Plan's provisions, take any other actions
it considers appropriate in connection with the Plan, and shall have such
additional authority as the Board may determine to be desirable from time
to time.
No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
award under the Plan. The members of the Committee and other members of the
Board shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action, suit, or proceeding
to which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan, or any award granted
thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by legal counsel selected by the Company)
or paid by them in satisfaction of a judgement in any such action, suit, or
proceeding, except a judgement based upon a finding of bad faith. Upon the
institution of any such action, suit, or proceeding, the Board or Committee
member shall promptly notify the Company in writing, and the Company shall have
the right to assume the defense thereof at its expense. The provisions of this
paragraph with respect to the liability and indemnification of members of the
Board and the Committee are in addition to, and not in limitation of, the
provisions with respect to the liability and indemnification of members of the
Board and the Committee (a) contained in the Articles of Incorporation or Code
of Regulations of the Company, (b) contained in any indemnification agreements
between Directors and the Company, or (c) provided by law.
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SECTION 3. SHARES SUBJECT TO PLAN.
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The maximum aggregate number of Common Shares, without par value, of
the Company (the "Shares") with respect to which awards may be made under the
Plan shall be 300,000 Shares. Such Shares may be authorized but unissued
Shares or issued Shares reacquired by the Company and held as treasury Shares.
If any Shares awarded under the Plan are forfeited or an option for Shares
granted under the Plan expires or terminates such forfeited Shares and the
Shares subject to such expired or terminated option shall again be available to
be awarded under the Plan. The aggregate number of Shares shall be subject to
adjustment under Section 6.
SECTION 4. PARTICIPANTS IN PLAN.
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The persons eligible to receive awards under the Plan ("Eligible
Persons") shall include officers and other key employees of the Company or its
subsidiary corporations and in the case of Nonqualified Options and Restricted
Shares, directors of subsidiaries of the Company who, in the opinion of the
Committee, have responsibilities affecting the management, development, or
financial success of the Company or one or more of its subsidiary corporations.
SECTION 5. AWARDS.
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(a) GENERAL TERMS AND CONDITIONS OF AWARDS. The Committee shall have the
authority to make awards of the following: (i) options for Shares intended to
qualify as incentive stock options under Section 422A of the Internal Revenue
Code of 1986 (the "Code"), as provided in Section 5(b) ("Incentive Options")
(ii) options for Shares not intended to qualify as incentive stock options
under Section 422A of the Code as provided in Section 5(c) ("Nonqualified
Options") (Incentive Options and Nonqualified Options collectively, "Options"),
and (iii) contingent awards of Shares as provided in Section 5(d) ("Restricted
Shares"). The Committee shall designate from time to time, in its discretion,
the Eligible Persons to whom awards shall be granted (such persons, "Grantees")
under the Plan, the number of Shares which shall be subject of each award under
the Plan and the terms and conditions under which an award is made under the
Plan. All actions of the Committee under this section shall be conclusive, and
no Eligible Person shall have a right to any award unless, and except to the
extent, so designated by the Committee.
(b) INCENTIVE OPTIONS. Only officers and other key employees of
the Company or its subsidiary corporations shall be eligible for awards of
Incentive Options. The aggregate fair market value (determined at the time of
the grant of the Option) of the Shares with respect to which Incentive Options
are exercisable for the first time by any Eligible Person during any calendar
year (under all incentive stock option plans of his employer corporation and
its parent and subsidiary corporations) shall not exceed $100,000. All
Incentive Options granted under the Plan shall be granted within 10 years from
the date the Plan is adopted or the date the Plan is approved by the share-
holders of the Company, whichever is earlier. The Committee may, as a
condition of granting any Option, require that a Grantee agree to surrender for
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cancellation one or more Options previously granted to such Grantee. Each
Incentive Option granted pursuant to the Plan shall be authorized by the
Committee and shall be evidenced by a written Incentive Option Agreement, in
form approved by the Committee, which shall be dated as of the date on which
the Option is granted, signed by an officer of the Company authorized by the
Committee, and signed by the Grantee. The date on which the Committee approves
the granting of the Incentive Option shall be deemed the date on which the
Incentive Option is granted. The Incentive Option Agreement shall be
consistent with the Plan, and shall include, without limitation, the following
provisions:
(i) TERM. An Incentive Option, by its terms, shall not be
exercisable after the expiration of 10 years from the date an
Incentive Option is granted. If the Grantee, at the time the
Option is granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the
employer corporation or its parent or subsidiary corporation,
the Option shall not be exercisable after the expiration of five
years from the date the Option is granted.
(ii) PURCHASE PRICE. The option price of Shares subject to
an Incentive Option shall be not less than the fair market value
of the Shares at the time the Incentive Option is granted. If
the Grantee, at the time the Incentive Option is granted, owns
stock possessing more than 10% of the total combined voting
power of all classes of stock of the employer corporation or its
parent or a subsidiary corporation, the option price shall be at
least 110% of the fair market value of the Shares subject to the
Incentive Option. For purposes of this Section 5(b)(ii), the fair
market value of the Shares subject to the Incentive Option shall
be the last sale price of the Shares as reported on the National
Association of Securities Dealers Automated Quotation System,
National Market Issues, or, if the Shares are listed or admitted
for trading on any national securities exchange, the last sale
price, or the closing bid price if no sale occurred, on the date
the Incentive Option is awarded.
(iii) TRANSFERABILITY. The Incentive Option, by its
terms, shall not be transferable by the Grantee other than by
will or the laws of descent and distribution. During the
lifetime of the Grantee, the Incentive Option, by its terms,
shall be exercisable (subject to any other applicable restric-
tions on exercise) only by the Grantee for his own account.
Upon the death of the Grantee, the Incentive Option shall be
exercisable (subject to any other applicable restrictions on
exercise) only by the executor or administrator of the Grantee's
estate.
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(iv) METHOD OF EXERCISE. To the extent that the right to
exercise the Incentive Option has accrued under the restric-
tions, if any, in the Incentive Option Agreement, the Incentive
Option shall be exercisable from time to time by written notice
to the Company stating the number of Shares with respect to
which the Incentive Option is being exercised and the time
during normal business hours for delivery of those Shares, which
shall be more than 15 and less than 30 days after exercise of
the Incentive Option. At the specified time, the Company shall
deliver a certificate for such Shares to the Grantee, at the
principal office of the Company, upon receipt of payment of the
full purchase price for such Shares: (a) by certified or bank
cashier's check, or (b) in the discretion of the Committee, by
delivery of Shares with a fair market value equal to the total
option price at the time of exercise, or (c) in the discretion
of the Committee, by a combination of the preceding two methods.
(v) TERMINATION OF EMPLOYMENT. Except as otherwise
provided in Section 9, if the Grantee ceases to be an employee of
Company or any of its subsidiary corporations by reason of his
death, disability, retirement, resignation, replacement or any
other reason, then the Incentive Option or any unexercised
portion of the Incentive Option which otherwise is exercisable
shall terminate unless it is exercised within three months after
the date the Grantee ceases to be such an employee (but in no
event after expiration of the original term of the Option);
provided that if the Grantee ceases to be such an employee by
reason of the Grantee's death, the three-month period shall
instead be a one-year period.
(vi) RESTRICTIONS. At the time the Incentive Option is
granted, the Committee may determine that the Shares subject to
the Incentive Option shall, upon issuance, be restricted as to
transferability or be subject to repurchase by the Company upon
occurrence of certain events determined by the Committee, in its
discretion, and specified in the Incentive Option Agreement.
(vii) DESIGNATION AS INCENTIVE STOCK OPTION. A provision
identifying the Incentive Option as a stock option intended to
qualify as an incentive stock option under 422A of the Code.
(c) NONQUALIFIED OPTIONS. Each Nonqualified Option granted pursuant
to the Plan shall be authorized by the Committee and shall be evidenced by a
written Nonqualified Option Agreement, in form approved by the Committee, which
shall be dated as of the date on which the Nonqualified Option is granted,
signed by an officer of the Company authorized by the Committee, and signed by
the Grantee. The date on which the Committee approves the granting of a Non-
qualified Option shall be deemed the date on which the Nonqualified Option
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is granted. The Committee may, as a condition of granting any Option, require
that a Grantee agree to surrender for cancellation one or more Options
previously granted to such Grantee. The Nonqualified Option Agreement shall be
consistent with the Plan, and shall include, without limitation, the following
provisions:
(i) TERM. The Nonqualified Option shall not be exercis-
able after the expiration of 11 years from the date the
Nonqualified Option is granted.
(ii) PURCHASE PRICE. The option price shall be any price
so determined by the Committee.
(iii) TRANSFERABILITY. The Nonqualified Option shall
not be transferable by the Grantee other than by will or the
laws of descent and distribution. During the lifetime of the
Grantee, the Nonqualified Option shall be exercisable (subject
to any other applicable restrictions on exercise) only by the
Grantee for his own account. Upon the death of the Grantee, the
Nonqualified Option shall be exercisable (subject to any other
applicable restrictions on exercise) only by the executor or
administrator of the Grantee's estate.
(iv) METHOD OF EXERCISE. To the extent that the right to
exercise the Nonqualified Option has accrued under the restric-
tions, if any, in the Nonqualified Option Agreement, the
Nonqualified Option shall be exercisable from time to time by
written notice to the Company stating the number of Shares with
respect to which the Nonqualified Option is being exercised and
the time during normal business hours for delivery of those
Shares, which shall be more than 15 and less than 30 days after
exercise of the Nonqualified Option. At the specified time,
the Company shall deliver a certificate for such Shares to the
Grantee, at the principal office of the Company, upon receipt
of payment of the full purchase price for such Shares: (a) by
certified or bank cashier's check, or (b) in the discretion of
the Committee, by delivery of Shares with a fair market value
equal to the total option price at the time of exercise, or (c)
in the discretion of the Committee, by a combination of the
preceding two methods.
(v) TERMINATION OF RELATIONSHIP. Except as provided in
Section 9, if the Grantee ceases to be an officer or employee
of the Company or any of its subsidiary corporations or a
director of a subsidiary corporation of the Company by reason of
hia death, disability, retirement, resignation, replacement, or
any other reason, then the Nonqualified Option or any unexercised
portion of the Nonqualified Option which otherwise is exercisable
shall terminate unless it is exercised within three months after
the
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date the Grantee ceases to be such an officer, employee or
director (but in no event after expiration of the original term
of the Nonqualified Option); provided that if the Grantee ceases
to be such an officer, employee or director by reason of the
Grantee's death, the three-month period shall instead be a one-
year period.
(vi) RESTRICTED STOCK. At the time the Nonqualified Option
is granted, the Committee may determine that the Shares subject
to the Option shall, upon issuance, be restricted as to trans-
ferability or be subject to repurchase by the Company upon
occurrence of certain events determined by the Committee, in its
discretion, and specified in the Nonqualified Option Agreement.
(vii) DESIGNATION AS NONQUALIFIED STOCK OPTION. A
provision identifying the Nonqualified Option as a stock option
not intended to qualify as an incentive stock option under
Section 422A of the Code.
(d) RESTRICTED SHARES. Restricted Shares granted pursuant to the
Plan shall be authorized by the Committee and shall be evidenced by a written
Restricted Shares Agreement, in form approved by the Committee, which shall be
dated as of the date on which the Restricted Shares are granted, signed by an
officer of the Company authorized by the Committee, and signed by the Grantee.
The date on which the Committee approves the granting of Restricted Shares
shall be deemed the date on which the Restricted Shares are granted. At the
time of an award of Restricted Shares, the Committee shall establish a period
of time with respect to such Restricted Shares (the "Restricted Period") during
which or at the expiration of which such Restricted Shares shall vest in the
Grantee. The Restricted Shares Agreement shall be consistent with the Plan
and shall include, without limitation, the following provisions:
(i) PURCHASE PRICE. The purchase price, if any, of the
Restricted Shares shall be any price so determined by the
Committee.
(ii) SHAREHOLDER RIGHTS. Grantees of Restricted Shares
under the Plan shall generally have all rights of shareholders
with respect to such Shares from the date of their award
including, without limitation, the right to receive dividends
with respect to such Shares and the right to vote such Shares
but subject, however, to those restrictions placed on such
Shares pursuant to this Plan and as specified by the Committee
in the Restricted Shares Agreement. If the Grantee's
Continuous Service (as hereinafter defined) terminates prior to
the date the Restricted Shares (or any portion thereof) vest,
then those unvested Restricted Shares shall be forfeited and
returned to the Company, subject to the provisions of Section
5(d) (iii) or Section 14, below.
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(iii) TRANSFERABILITY. During any applicable
Restricted Period, the Restricted Shares shall not be trans-
ferable by the Grantee other than by will or the laws of descent
and distribution. If a Grantee ceases to maintain Continuous
Service (as hereinafter defined) by reason of the Grantee's
death or total or partial disability, then the restrictions with
respect to a ratable portion of the Restricted Shares shall
lapse and such Shares shall be free of restrictions and shall
not be forfeited unless the Committee has specified to the
contrary in the Restricted Shares Agreement. Such ratable
portion shall be determined with respect to each separate award
of Restricted Shares and shall be equal to (i) the number of
Restricted Shares awarded to the Grantee multiplied by the
portion of the Restricted Period that had expired at the date of
the Grantee's death or total or partial disability, reduced by
(ii) the number of Restricted Shares awarded with respect to
which the restrictions had lapsed as of the date of the death or
total or partial disability of the Grantee. For purposes of the
Plan, "Continuous Service" shall mean the absence of any inter-
ruption or termination of service as an employee of the Company
or a subsidiary of the Company or as a director of a subsidiary
of the Company. At the time the Restricted Shares are awarded,
the Committee may determine that such Shares shall, after
vesting, be further restricted as to transferability or be
subject to repurchase by the Company upon occurrence of certain
events determined by the Committee, in its discretion, and
specified in the Restricted Shares Agreement.
SECTION 6. CHANGE IN CAPITAL STRUCTURE.
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In the event the Company changes its outstanding Shares by reason of
stock splits, stock dividends, or any other increase or reduction of the number
of outstanding Shares without receiving consideration in the form of money,
services, or property, the aggregate number of Shares subject to the Plan shall
be proportionately adjusted and the number of Restricted Shares awarded and the
number of Shares and the option price for each Share subject to the unexercised
portion of any then-outstanding Option shall be proportionately adjusted with
the objective that the Grantee's proportionate interest in the Company shall
remain the same as before the change and, with respect to outstanding Options,
without any change in the total option price applicable to the unexercised
portion of such Options.
In the event of any other recapitalization or any merger, consolida-
tion, or other reorganization of the Company, the Committee shall make such
adjustment, if any, as it may deem appropriate to accurately reflect the number
and kind of Shares deliverable, and the option prices payable, upon subsequent
exercise of any then-outstanding Options.
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The Committee's determination of the adjustments appropriate to be
made under this Section 6 shall be conclusive upon all Grantees and other
participants under the Plan. Notwithstanding anything in this Section 6
to the contrary, any adjustment made under this Section 6 with respect to
Incentive Options shall be made in a manner that will not constitute a
"modification" within the meaning defined in Section 425 of the Code.
Section 7. DELIVERY AND REGISTRATION OF STOCK.
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The Company'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 Grantee 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 provisions of the Securities Act of
1933 or any other applicable federal or state 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
Company 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 or system 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.
Each certificate for Shares issued pursuant to the Plan shall be registered in
the name of the Grantee, shall bear appropriate legend(s) with respect to the
restrictions upon such Shares and shall, with respect to Restricted Shares, be
deposited by the Grantee together with a stock power endorsed in blank with the
Company until such time as all of such Restricted Shares have vested in the
Grantee thereof.
Section 8. EFFECT OF CHANGE IN CONTROL.
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If the Continuous Service of a Grantee is involuntarily terminated,
for whatever reason, at any time within 18 months after a Change in Control (as
hereinafter defined) then, unless with respect to a Grantee the Committee shall
have otherwise provided in the agreement pursuant to which an award under the
Plan was made to such Grantee, all Shares awarded as Restricted Shares shall
thereupon become fully vested in such Grantee to whom such Shares were
awarded. If a tender offer or exchange offer for Shares (other than such an
offer by the Company or approved by the Company's Board of Directors) is
commenced, or if the event specified in clause (iii) of the definition of a
Change in Control shall occur and shall not have been approved by the Company's
Board of Directors, unless with respect to a Grantee the Committee shall have
otherwise provided in the agreement evidencing the grant of an Option to such
Grantee, all Options theretofore granted and not fully exercisable shall
(except as otherwise provided in Section 5(b)) thereupon become exercisable
in full upon the happening of such event and shall remain so exercisable in
accordance with their terms; provided, however, that no Option shall be
exercisable by an officer of the Company within six months of the date of
grant of such Option
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and no Option which has previously been exercised or otherwise
terminated shall become exercisable. "Change in Control" -- means each of
the events specified in the following clauses (i) through (iii): (i) any third
person, including a "group" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934 shall, after the date of the adoption of the Plan by the
Board, first become the beneficial owner of shares of the Company with respect
to which 25% or more of the total number of votes for the election of the Board
may be cast, (ii) as a result of, or in connection with, any cash tender
offer, exchange offer, merger or other business combination, sale of assets
or contested election, or combination of the foregoing, the persons who shall
cease to constitute a majority of the Board of Directors of the Company or
(iii) the stockholders of the Company shall approve an agreement providing
either for a transaction in which the Company will cease to be an independent
publicly owned entity or for a sale or other disposition of all or substan-
tially all the assets of the Company; provided, however, that the occurrence of
any of 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 the Company's Board of Directors.
SECTION 9. TERMINATION FOR CAUSE.
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Notwithstanding any provision to the contrary in the Plan or in any
agreement in respect of an award under the Plan, upon the discharge for cause
of any Grantee, all unexercised Options awarded to such Grantee shall lapse.
SECTION 10. WITHHOLDING TAX.
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The Company shall have the right to require the Grantee of Restricted
Shares or other person receiving such Shares to pay the Company the amount of
any taxes which the Company is required to withhold with respect to such Shares
or, in lieu thereof, to retain, or sell without notice, a sufficient number of
such Shares held by it to cover the amount required to be withheld. The
Company shall have the right to deduct from all dividends paid with respect
to Restricted Shares the amount of any taxes which the Company is required to
withhold with respect to such dividend payments.
The Company shall also have the right to require a Grantee who is
entitled to receive Shares pursuant to the exercise of an Option to pay to the
Company the amount of any taxes which the Company 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.
SECTION 11. LOANS.
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(a) The Company may make loans to a Grantee in connection with
Restricted Shares, or in connection with the exercise of Options, subject to
the following terms and conditions and such other terms and conditions not
inconsistent with the Plan, including the rate of interest, if any, as the
Committee shall impose from time to time.
(b) No loan made under the Plan shall exceed:
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(1) With respect to Options, the sum of (i) the aggregate
option price payable upon exercise of the Option with respect to
which the loan is made, plus (ii) the amount of the reasonably
estimated income taxes payable by the Grantee.
(2) With respect to Restricted Shares, the amount of the
reasonably estimated income taxes payable by the Grantee.
In no event may any such loan exceed the market value of the Shares in respect
of which the loan is made at the time of the loan. Loans under the Plan may be
satisfied by the Grantee, as determined by the Committee, in cash or, with the
consent of the Committee, in whole or in part in Shares.
SECTION 12. NO ENLARGEMENT OF EMPLOYMENT RIGHTS.
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The award of Shares under the Plan to an employee of the Company or
any of its subsidiaries shall not confer any right to the employee to continue
in the employ of the Company or any such subsidiary and shall not restrict or
interfere in any way with the right of his employer to terminate his employ-
ment, with or without cause, at any time. The award of Shares under the Plan
to a director of a subsidiary of the Company shall not confer any right to such
director to continue as a director of a subsidiary of the Company and shall not
restrict or interfere in any way with the right of the shareholder of such
Company to terminate such directorship, with or without cause, at any time.
SECTION 13. RIGHTS AS SHAREHOLDER.
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No Grantee or his executor or administrator shall have any rights of
a shareholder in the Company with respect to the Shares covered by an Option
unless and until a certificate representing such Shares has been duly issued
and delivered to him under the Plan.
SECTION l4. ACCELERATION OF RIGHTS.
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The Committee shall have the authority, in its discretion, to
accelerate the time at which an Option shall be exercisable and to accelerate
the time at which any or all of the restrictions shall lapse with respect to
any Restricted Shares or to remove any or all of such restrictions, whenever it
may determine that such action is appropriate by reason of changes in applic-
able tax or other laws or other changes in circumstances occurring after the
award of such Options or of Restricted Shares.
SECTION 15. DEFINITION OF SUBSIDIARY.
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The term "subsidiary corporation" when used in the Plan or any stock
option agreement made pursuant to the Plan means a subsidiary corporation as
defined in Section 425 of the Code.
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Section 16. AMENDMENT OR TERMINATION OF PLAN.
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The Board may amend or terminate the Plan at any time, but: (a) no
such amendment or termination shall affect the rights of a Grantee with respect
to a prior award under the Plan without the consent of the Grantee, and (b) no
such amendment shall be made without the approval of the shareholders of the
Company whenever such approval would be required with respect to Incentive
Options to preserve the status of the Plan as an incentive stock option plan
And the qualification of any Options as incentive stock options under Section
422A of the Code, including (i) an increase in the maximum number of shares
that may be subject to Incentive Options (unless necessary to effect the
adjustments required under Section 6), (ii) an increase in the benefits to any
Grantee under the Plan or (iii) a modification in the requirements for
eligibility under the Plan.
Section 17. GOVERNMENT REGULATIONS.
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Notwithstanding any provisions of the Plan or any agreement made
pursuant to the Plan, the Company's obligations under the Plan and such agree-
ment shall be subject to all applicable laws, rules and regulations and to such
approvals as may be required by any governmental or regulatory agencies.
Section 18. GOVERNING LAW.
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The Plan shall be construed and governed by the laws of the State of
Ohio. With respect to Incentive Options, the intention of the Plan is to
qualify such Incentive Options as issued pursuant to an incentive stock option
plan under Section 422A of the Code, and the Plan and any Incentive Option
Agreements shall be construed consistently with that intention to the extent
possible.
Section 19. GENDERS AND NUMBERS.
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When permitted by the context, each pronoun used in the Plan includes
the same pronoun in other genders and numbers.
Section 20. CAPTIONS.
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The captions of the various sections of the Plan are not part of the
context of the Plan, but are only labels to assist in locating those sections,
and shall be ignored in construing the Plan.
Section 21. EFFECTIVE DATE.
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The Plan shall be effective July 10, 1987. The Plan shall be
submitted to the shareholders of the Company for approval and ratification as
soon as practicable but in any event not later than 12 months after the Plan
has been adopted. If the Plan is not approved and ratified by the shareholders
of the Company within 12 months after the Plan has been adopted, the Plan and
all Incentive Options granted under the Plan shall become null and void and
have no further force or effect.
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FIRST AMENDMENT TO CARDINAL DISTRIBUTION, INC.
STOCK INCENTIVE PLAN
The Cardinal Distribution, Inc. Stock Incentive Plan (the
"Plan") is hereby amended by deleting in its entirety Section 3 of the Plan and
substituting in its place a new Section 3 as follows:
SECTION 3. SHARES SUBJECT TO PLAN.
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The maximum aggregate number of Common Shares, without par
value, of the Company (the "Shares") with respect to which awards may be
made under the Plan shall be 750,000 Shares. Such Shares may be authorized
but unissued Shares or issued Shares reacquired by the Company and held as
treasury Shares. If any Shares awarded under the Plan are forfeited or an
option for Shares granted under the Plan expires or terminates such
forfeited Shares and the Shares subject to such expired or terminated
option shall again be available to be awarded under the Plan. The
aggregate number of Shares shall be subject to adjustment under Section 6.
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SECOND AMENDMENT TO CARDINAL DISTRIBUTION, INC.
STOCK INCENTIVE PLAN
The Cardinal Distribution, Inc. Stock Incentive Plan
(the "Plan") is hereby amended effective as of May 19, 1993 by deleting
in its entirety Section 3 of the Plan and substituting in its place a new
Section 3 as follows:
SECTION 3. SHARES SUBJECT TO PLAN.
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The maximum aggregate number of Common Shares, without par value, of
the Company (the "Shares") with respect to which awards may be made under the
plan shall be 2,500,000 Shares. Such Shares may be authorized but unissued
Shares or issued Shares reacquired by the Company and held as treasury Shares.
If any Shares awarded under the Plan are forfeited or an option for Shares
granted under the Plan expires or terminates such forfeited Shares and the
Shares subject to such expired or terminated option shall again be available to
be awarded under the Plan. The aggregate number of Shares shall be subject to
adjustment under Section 6.
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