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EXHIBIT 4.3 (AS AMENDED THROUGH MARCH 27, 1995)
MEDUSA CORPORATION
1991 LONG-TERM INCENTIVE PLAN
ARTICLE I
PURPOSE AND ADOPTION OF THE PLAN
1.01 PURPOSE. The purpose of the Medusa Corporation 1991 Long-Term
Incentive Plan (hereinafter referred to as the "Plan") is to assist in
attracting and retaining highly competent employees and to act as an incentive
in motivating selected officers and other key employees of the Company and its
Subsidiaries to achieve long-term corporate objectives.
1.02 ADOPTION AND TERM. The Plan has been approved by the Board of
Directors (the "Board") effective as of February 25, 1991, but is subject to
the approval of the Company's shareholders. The Plan shall remain in effect
until terminated by action of the Board; provided, however, that no Incentive
Stock Option may be granted hereunder after February 24, 2001.
ARTICLE II
DEFINITIONS
For the purpose of this Plan, capitalized terms shall have the following
meanings:
2.01 ADJUSTED FAIR MARKET VALUE means, in the event of a Change in
Control (i) the highest Fair Market Value of a Company Common Share during the
sixty day period ending on the date of such Change in Control or (ii) in the
case of a Change in Control described in Section 2.07(a) or 2.07(c), if greater
than the amount described in clause (i), the highest price per Company Common
Share paid to holders of Company Common Shares in any transaction (or series of
transactions) constituting or resulting from such Change in Control.
2.02 AWARD means any one or a combination of Non-Qualified Stock
Options or Incentive Stock Options described in Article VI, Stock Appreciation
Rights described in Article VI, Restricted Shares described in Article VII,
Performance Awards described in Article VIII, Awards of cash or any other Award
made under the terms of the Plan.
2.03 AWARD AGREEMENT means a written agreement between the Company and
a Participant or a written acknowledgment from the Company to a Participant
specifically setting forth the terms and conditions of an Award granted under
the Plan.
2.04 AWARD PERIOD means, with respect to an Award, the period of time
set forth in the Award Agreement during which specified target performance
goals must be achieved or other conditions set forth in the Award Agreement
must be satisfied.
2.05 BENEFICIARY means an individual, trust or estate who or which, by
a written designation of the Participant filed with the Company or by operation
of law, succeeds to the rights and obligations of the Participant under the
Plan and the Award Agreement upon the Participant's death.
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2.06 BOARD means the Board of Directors of the Company.
2.07 CHANGE IN CONTROL means any of the following events:
(a) The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either
(i) the Outstanding Company Common Shares or (ii) the Company Voting
Securities; provided, however, that the following shall not constitute a
Change in Control: any acquisition by (A) the Company or any of its
Subsidiaries, or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Subsidiaries, or (B) any
corporation with respect to which, following such acquisition, more than
60%, respectively, of the then outstanding common shares of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Shares and Company
Voting Securities immediately prior to such acquisition in substantially
the same proportion as their ownership, immediately prior to such
acquisition, of the Outstanding Company Common Shares and Company Voting
Securities, as the case may be; or
(b) Individuals who constitute the Incumbent Board cease for
any reason to constitute in excess of two-thirds of the Board; provided,
however, that any individual becoming a director subsequent to February 25,
1991 whose election or nomination for election by the Company was approved
by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of members
of the Board; or
(c) Approval by the shareholders of the Company of a
reorganization, merger or consolidation ("Merger"), unless, all or
substantially all of the individuals and entities who were the respective
beneficial owners of the Outstanding Company Common Shares and Company
Voting Securities immediately prior to the Merger, following such Merger do
beneficially own, directly or indirectly, more than 60%, respectively, of
the then outstanding common shares and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation which results
from the Merger, in substantially the same proportion as their ownership of
the Outstanding Company Common Shares and Company Voting Securities, as the
case may be, immediately prior to the Merger.
(d) Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or (ii) a sale or other
disposition of all or substantially all of the assets of the Company other
than to a corporation with respect to which, following such sale or
disposition, more than 60%, respectively, of the then outstanding common
shares and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors is then
owned beneficially, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Shares and Company Voting Securities
immediately prior to such sale or disposition in substantially the same
proportion as their ownership of the Outstanding Company Common Shares and
Company Voting Securities, as the case may be, immediately prior to such
sale or disposition.
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2.08 CODE means the Internal Revenue Code of 1986, as amended.
References to a section of the Code shall include that section and any
comparable section or sections of any future legislation that amends,
supplements or supersedes said section.
2.09 COMMITTEE means the Committee defined in Section 3.01.
2.10 COMPANY means Medusa Corporation, an Ohio corporation, and its
successors.
2.11 COMPANY COMMON SHARE OR COMPANY COMMON SHARES means a Common
Share of the Company, without par value, or the Common Shares of the Company,
without par value.
2.12 COMPANY VOTING SECURITIES means the combined voting power of all
outstanding voting securities of the Company entitled to vote generally in the
election of directors to the Board.
2.13 DATE OF GRANT means the date designated by the Committee as the
date as of which it grants an Award, which shall not be earlier than the date
on which the Committee approves the granting of such Award.
2.14 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
2.15 EXERCISE PRICE means, with respect to a Stock Appreciation Right,
the amount established by the Committee in the Award Agreement which is to be
subtracted from the Fair Market Value on the date of exercise in order to
determine the amount of the payment to be made to the Participant, as further
described in Section 6.02(b).
2.16 FAIR MARKET VALUE means, on any date, the average of the high and
low quoted sales prices of a Company Common Share, as reported on the Composite
Tape for New York Stock Exchange Listed Companies, on such date or, if there
were no sales on such date, on the last date preceding such date on which a
sale was reported.
2.17 INCENTIVE STOCK OPTION means a stock option within the meaning of
Section 422A of the Code.
2.18 INCUMBENT BOARD means the Board as constituted on February 25,
1991.
2.19 MERGER means the Merger defined in Section 2.07(c).
2.20 NON-QUALIFIED STOCK OPTION means a stock option which is not an
Incentive Stock Option.
2.21 NORMAL RETIREMENT DATE, except for Senior Executives, means the
date designated as the normal retirement date under a pension plan or
arrangement of the Company or one of its Subsidiaries in which the Participant
participates or, in the event that the Participant is not a member of such a
pension plan or arrangement, the normal retirement date under the Medusa
Corporation Savings and Investment Plan, or any successor to such Plan. In the
case of a Senior Executive, Normal Retirement Date means retirement at any date
(it is not limited to retirement at age 65 or thereafter; amended by Board of
Directors action on May 9, 1994).
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2.22 OPTIONS means all Non-Qualified Stock Options and Incentive Stock
Options granted at any time under the Plan.
2.23 OTHER RETIREMENT DATE means a date earlier than a Participant's
Normal Retirement Date which is specifically designated by the Committee to be
the date upon which a Participant retires for purposes of this Plan.
2.24 OUTSTANDING COMPANY COMMON SHARES means, at any time, the issued
and outstanding Company Common Shares.
2.25 PARTICIPANT means a person designated to receive an Award under
the Plan in accordance with Section 5.01.
2.26 PERFORMANCE AWARDS means Awards granted in accordance with
Article VIII.
2.27 PLAN means the Medusa Corporation 1991 Long-Term Incentive Plan
as described herein, as the same may be amended from time to time.
2.28 PURCHASE PRICE, with respect to Options, shall have the meaning
set forth in Section 6.01(b).
2.29 RESTRICTED SHARES means Company Common Shares subject to
restrictions imposed in connection with Awards granted under Article VII.
2.30 RULE 16B-3 means Rule 16b-3 promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act, as the same may be
amended from time to time, and any successor rule.
2.30(A) SENIOR EXECUTIVE means the Chairman or the President of the
Company.
2.31 STOCK APPRECIATION RIGHTS means Awards granted in accordance with
Article VI.
2.32 SUBSIDIARY means a subsidiary of the Company within the meaning
of Section 425(f) of the Code.
2.33 TERMINATION OF EMPLOYMENT means the voluntary or involuntary
termination of a Participant's employment with the Company or a Subsidiary for
any reason, including death, disability, retirement or as the result of the
divestiture of the Participant's employer or any similar transaction in which
the Participant's employer ceases to be the Company or one of its Subsidiaries.
Whether entering military or other government service shall constitute
Termination of Employment, or whether a Termination of Employment shall occur
as a result of disability, shall be determined in each case by the Committee in
its sole discretion.
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ARTICLE III
ADMINISTRATION
3.01 COMMITTEE. The Plan shall be administered by the Organization
and Compensation Committee of the Board ("Committee"). (If at any time the
Committee ceases to exist, or if at any time the Committee shall not comply
with the disinterested administration requirements of Rule 16b-3, the Board
shall select a committee to administer the Plan comprised of not less than two
members of the Board who are disinterested under the requirements of Rule
16b-3.) The Committee shall have exclusive and final authority in each
determination, interpretation or other action affecting the Plan and its
Participants. The Committee shall have the sole discretionary authority to
interpret the Plan, to establish and modify administrative rules for the Plan,
to impose such conditions and restrictions on Awards as it determines
appropriate, to cancel Awards (including those made pursuant to other plans of
the Company) and to substitute new Options for previously awarded Options
which, at the time of such substitution, have an exercise price in excess of
the Fair Market Value of the underlying Company Common Shares (including
options granted under other incentive compensation programs of the Company)
with the consent of the recipient, and to take such steps in connection with
the Plan and Awards granted hereunder as it may deem necessary or advisable.
The Committee may, with respect to Participants who are not subject to Section
16(b) of the Exchange Act, delegate such of its powers and authority under the
Plan as it deems appropriate to designated officers or employees of the
Company.
ARTICLE IV
SHARES
4.01 NUMBER OF SHARES ISSUABLE. Subject to adjustments as provided in
Section 10.07, the shares to be offered under the Plan shall be authorized and
unissued Company Common Shares, or issued Company Common Shares which shall
have been reacquired by the Company. The total number of shares initially
authorized to be issued under the Plan shall be 500,000 Common Shares, which
limit may be increased from time to time in the future by action of the Board
subject to Section 10.15(a).
4.02 SHARES SUBJECT TO TERMINATED AWARDS. Company Common Shares
covered by any unexercised portions of terminated Options (including canceled
Options) granted under Article VI, Company Common Shares forfeited as provided
in Section 7.02(a) and Company Common Shares subject to any Awards which are
otherwise surrendered by the Participant may again be subject to new Awards
under the Plan. Company Common Shares subject to Options, or portions thereof,
which have been surrendered in connection with the exercise of Stock
Appreciation Rights shall not be available for subsequent Awards under the
Plan, but Company Common Shares issued in payment of such Stock Appreciation
Rights shall not be charged against the number of Company Common Shares
available for the grant of Awards hereunder.
ARTICLE V
PARTICIPATION
5.01 ELIGIBLE PARTICIPANTS. Participants in the Plan shall be such
officers and other key employees of the Company and its Subsidiaries, whether
or not members of the Board, as the Committee, in its sole discretion, may
designate from time to time. The Committee's designation of a Participant in
any year shall not require the Committee to designate such person to receive
Awards or grants in any other year. The designation of a Participant to
receive awards or grants under one
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portion of the Plan does not require the Committee to include such Participant
under other portions of the Plan. The Committee shall consider such factors as
it deems pertinent in selecting Participants and in determining the type and
amount of their respective Awards. Notwithstanding any provision herein to the
contrary, the Committee may grant Awards under the Plan to non-employees who,
in the judgment of the Committee, render significant services to the Company or
any of its Subsidiaries, on such terms and conditions as the Committee deems
appropriate and consistent with the intent of the Plan.
ARTICLE VI
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
6.01 OPTION AWARDS.
(a) The Committee may grant, to such Participants as the
Committee may select, Options entitling the Participant to purchase Company
Common Shares from the Company in such number, provided that such number
granted shall not exceed 100,000 annually for a Participant (amended March
27, 1995), at such price, and on such terms and subject to such conditions,
not inconsistent with the terms of this Plan, as may be established by the
Committee. The terms of any Option granted under this Plan shall be set
forth in an Award Agreement.
(b) PURCHASE PRICE OF OPTIONS. The Purchase Price of each
Company Common Share which may be purchased upon exercise of any Option
granted under the Plan, shall be determined by the Committee; provided,
however, that the Purchase Price of the Company Common Shares purchased
pursuant to Options designated by the Committee as Incentive Stock Options
shall be equal to or greater than the Fair Market Value on the Date of
Grant as required under Section 422A of the Code. The Committee shall have
the discretion to provide, in any Award Agreement related to an Option
granted under the Plan, for a loan from the Company to a Participant of a
cash amount, or a guaranty by the Company of payment by such Participant to
a third party of a cash amount loaned by such party to such Participant
sufficient to allow such Participant to purchase the Company Common Shares
under such Option, with the Company retaining such Company Common Shares,
or a portion thereof, as security until such loan is repaid or such
guaranty expires.
(c) DESIGNATION OF INCENTIVE STOCK OPTIONS. Except as
otherwise expressly provided in the Plan, the Committee may designate, at
the time of the grant of each Option, the Option as an Incentive Stock
Option under Section 422A of the Code.
(i) INCENTIVE STOCK OPTION SHARE LIMITATION. No
Participant may be granted Incentive Stock Options under the Plan
(or any other plans of the Company and its Subsidiaries) which
would result in shares with an aggregate Fair Market Value
(measured on the Date of Grant) of more than $100,000 first
becoming exercisable in any one calendar year.
(ii) OTHER INCENTIVE STOCK OPTION TERMS. Whenever
possible, each provision in the Plan and in every Option granted
under this Plan which is designated by the Committee as an
Incentive Stock Option shall be interpreted in such a manner as
to entitle the Option to the tax treatment afforded by Section
422A of the Code. If any provision of this Plan or any Option
designated by the Committee as an Incentive Stock Option shall be
held not to comply with requirements necessary to entitle such
Option to such tax treatment, then
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(A) such provision shall be deemed to have contained from the
outset such language as shall be necessary to entitle the Option
to the tax treatment afforded under Section 422A of the Code, and
(B) all other provisions of this Plan and the Award Agreement
relating to such Option shall remain in full force and effect.
If any Award Agreement covering an Option designated by the
Committee to be an Incentive Stock Option under this Plan shall
not explicitly include any terms required to entitle such
Incentive Stock Option to the tax treatment afforded by Section
422A of the Code, all such terms shall be deemed implicit in the
designation of such Option and the Option shall be deemed to have
been granted subject to all such terms.
(d) RIGHTS AS A SHAREHOLDER. A Participant or a transferee of
an Option pursuant to Section 10.04 shall have no rights as a shareholder
with respect to Company Common Shares covered by an Option until the
Participant or transferee shall have become the holder of record of any
such shares, and no adjustment shall be made for dividends in cash or other
property or distributions or other rights with respect to any such Company
Common Shares for which the record date is prior to the date on which the
Participant or a transferee of the Option shall have become the holder of
record of any such shares covered by the Option; provided, however, that
Participants are entitled to share adjustments to reflect capital changes
under Section 10.07.
6.02 STOCK APPRECIATION RIGHTS.
(a) STOCK APPRECIATION RIGHT AWARDS. The Committee is
authorized to grant to any Participant one or more Stock Appreciation
Rights, provided that the number of Stock Appreciation Rights granted shall
not exceed 100,000 annually for a Participant (amended March 27, 1995).
Such Stock Appreciation Rights may be granted either independent of or in
tandem with Options granted to the same Participant. Stock Appreciation
Rights granted in tandem with Options may be granted simultaneously with,
or, in the case of Non-Qualified Stock Options, subsequent to, the grant to
such Participant of the related Option; provided, however, that: (i) any
Option covering any Company Common Share shall expire and not be
exercisable upon the exercise of any Stock Appreciation Right with respect
to the same share, (ii) any Stock Appreciation Right covering any Company
Common Share shall expire and not be exercisable upon the exercise of any
related Option with respect to the same share, and (iii) an Option and
Stock Appreciation Right covering the same Company Common Share may not be
exercised simultaneously. Upon exercise of a Stock Appreciation Right with
respect to a Company Common Share, the Participant shall be entitled to
receive an amount equal to the excess, if any, of (A) the Fair Market Value
of a Company Common Share on the date of exercise over (B) the Exercise
Price of such Stock Appreciation Right established in the Award Agreement,
which amount shall be payable as provided in Section 6.02(c).
(b) EXERCISE PRICE. The Exercise Price established under any
Stock Appreciation Right granted under this Plan shall be determined by the
Committee, but in the case of Stock Appreciation Rights granted in tandem
with Options shall not be less than the Purchase Price of the related
Option. Upon exercise of Stock Appreciation Rights, the number of shares
subject to exercise under any related Option shall automatically be reduced
by the number of Company Common Shares represented by the Option or portion
thereof which are surrendered as a result of the exercise of such Stock
Appreciation Rights.
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(c) PAYMENT OF INCREMENTAL VALUE. Any payment which may
become due from the Company by reason of a Participant's exercise of a
Stock Appreciation Right may be paid to the Participant as determined by
the Committee (i) all in cash, (ii) all in Company Common Shares, or (iii)
in any combination of cash and Company Common Shares. In the event that
all or a portion of the payment is made in Company Common Shares, the
number of Company Common Shares delivered in satisfaction of such payment
shall be determined by dividing the amount of such payment or portion
thereof by the Fair Market Value on the Exercise Date. No fractional
Company Common Shares shall be issued to make any payment in respect of
Stock Appreciation Rights; if any fractional share would be issuable, the
combination of cash and Company Common Shares payable to the Participant
shall be adjusted as directed by the Committee to avoid the issuance of any
fractional share.
6.03 TERMS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
(a) CONDITIONS ON EXERCISE. An Award Agreement with respect
to Options or Stock Appreciation Rights may contain such waiting periods,
exercise dates and restrictions on exercise (including, but not limited to,
periodic installments) as may be determined by the Committee at the time of
grant. No Option or Stock Appreciation Right may be exercised in whole or
in part prior to six months from the Date of Grant thereof, except as set
forth in Section 6.05.
(b) DURATION OF OPTIONS AND STOCK APPRECIATION RIGHTS.
Options and Stock Appreciation Rights shall terminate after the first to
occur of the following events:
(i) Expiration of the Option or Stock Appreciation
Right as provided in the Award Agreement; or
(ii) Termination of the Award as provided in Section
6.03(e), following the Participant's Termination of Employment; or
(iii) In the case of an Incentive Stock Option, ten
years from the Date of Grant; or
(iv) Solely in the case of a Stock Appreciation Right
granted in tandem with an Option, upon the expiration of the
related Option.
(c) ACCELERATION OF EXERCISE TIME. The Committee, in its sole
discretion, shall have the right (but shall not in any case be obligated)
to permit purchase of Company Common Shares subject to any Option or Stock
Appreciation Right prior to the time such Option or Stock Appreciation
Right would otherwise become exercisable under the terms of the Award
Agreement; provided, however, that, in the case of Participants subject to
Section 16(b) of the Exchange Act, in no event may there be an acceleration
of exercise to a date prior to six months from the Date of Grant.
(d) EXTENSION OF EXERCISE TIME. In addition to the extensions
permitted under Section 6.03(e) in the event of Termination of Employment,
the Committee, in its sole discretion, shall have the right (but shall not
in any case be obligated) to permit any Option or Stock Appreciation Right
granted under this Plan to be exercised after its expiration date described
in Section 6.03(e), subject, however, to the limitations described in
Section 6.03(b)(i), (iii), and (iv).
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(e) EXERCISE OF OPTIONS OR STOCK APPRECIATION RIGHTS UPON
TERMINATION OF EMPLOYMENT.
(i) TERMINATION OF VESTED OPTIONS AND STOCK
APPRECIATION RIGHTS UPON TERMINATION OF EMPLOYMENT.
(A) TERMINATION. In the event of Termination
of Employment of a Participant other than by reason of
death, disability or retirement on the Participant's
Normal Retirement Date, to the extent the right to
exercise the Option or Stock Appreciation Right has
accrued at the date of Termination of Employment, the
right of the Participant to exercise the Option or Stock
Appreciation Right under the Plan shall terminate three
months after the date of such Termination of Employment,
unless otherwise provided by the Committee in accordance
with Section 6.03(d).
(B) DISABILITY OR RETIREMENT. Upon a
Participant's Termination of Employment by reason of
disability or retirement on or after the Participant's
Normal Retirement Date, a Participant may, within five
years after the Termination of Employment, exercise all or
a part of his or her Options which were exercisable upon
such Termination of Employment (or which became
exercisable at a later date pursuant to Section
6.03(e)(ii)), and may, within six months after Termination
of Employment, exercise all or a part of his or her Stock
Appreciation Rights which he or she was entitled to
exercise upon Termination of Employment (or which became
exercisable at a later date pursuant to section
6.03(e)(ii)). In no event, however, may any Option or
Stock Appreciation Right be exercised later than the date
described in Section 6.03(b)(i), (iii) or (iv).
(C) DEATH. In the event of the death of a
Participant while employed by the Company or a Subsidiary
or within the additional period of time from the date of
the Participant's Termination of Employment and prior to
the expiration of the Option or Stock Appreciation Right
as permitted in Section 6.03(e)(i)(B) above, to the extent
the right to exercise the Option or Stock Appreciation
Right accrued as of the date of such Termination of
Employment and did not expire during such additional
period and prior to the Participant's death, the right of
the Participant's Beneficiary to exercise the Option under
the Plan shall expire upon the expiration of five years
from the date of the Participant's death (but in no event
more than five years from the date of the Participant's
Termination of Employment by reason of disability or
retirement) or on the date of expiration of the Option
determined pursuant to Section 6.03(b)(i), (iii) or (iv),
whichever is earlier. Unless otherwise provided by the
Committee in accordance with Section 6.03(d), Stock
Appreciation Rights shall expire three months after the
Participant's death.
(ii) TERMINATION OF UNVESTED OPTIONS OR STOCK
APPRECIATION RIGHTS UPON TERMINATION OF EMPLOYMENT. To the
extent the right to exercise an Option or a Stock Appreciation
Right, or any portion thereof, has not accrued as of the date of
Termination of Employment, such right shall expire at the date of
such Termination of Employment. Notwithstanding the foregoing,
the Committee, within its discretion and under such terms as it
deems appropriate, may permit a Participant who terminates
employment on the Participant's Normal Retirement Date or Other
Retirement Date and who will continue to
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render significant services to the Company or one of its
Subsidiaries after his or her Termination of Employment, to
continue vesting in his or her Options and Stock Appreciation
Rights during the period in which the individual continues to
render such services.
6.04 EXERCISE PROCEDURES. Each Option and Stock Appreciation Right
granted under the Plan shall be exercised by written notice to the Company
which must be received by the officer or employee of the Company designated in
the Award Agreement on or before the expiration date of the Award. The
Purchase Price of shares purchased upon exercise of an Option granted under the
Plan shall be paid in full in cash by the Participant pursuant to the Award
Agreement; provided, however, that the Committee may (but shall not be required
to) permit payment to be made by delivery to the Company of either (a) Company
Common Shares (which may include Restricted Shares or shares issued in
connection with the exercise of the Option, subject to such rules as the
Committee deems appropriate) or (b) any combination of cash and Company Common
Shares, or (c) such other consideration as the Committee deems appropriate and
in compliance with applicable law (including payment in accordance with a
cashless exercise program under which, if so instructed by the Participant,
Company Common Shares may be issued directly to the Participant's broker or
dealer upon receipt of the Purchase Price in cash from the broker or dealer).
In the event that any Company Common Shares shall be transferred to the Company
to satisfy all or any part of the Purchase Price, the part of the Purchase
Price deemed to have been satisfied by such transfer of Company Common Shares
shall be equal to the product derived by multiplying the Fair Market Value as
of the date of exercise times the number of Company Common Shares transferred
to the Company. The Participant may not transfer to the Company in
satisfaction of the Purchase Price any fractional share of Company Common
Shares. Any part of the Purchase Price paid in cash upon the exercise of any
Option shall be added to the general funds of the Company and may be used for
any proper corporate purpose. Unless the Committee shall otherwise determine,
any Company Common Shares transferred to the Company as payment of all or part
of the Purchase Price upon the exercise of any Option shall be held as treasury
shares.
6.05 CHANGE IN CONTROL.
(a) OPTIONS. In the event of a Change in Control, (i) all
Options outstanding on the date of such Change in Control shall become
immediately and fully exercisable, and (ii) each Participant who is then
subject to the provisions of Section 16(b) of the Exchange Act shall be
permitted to surrender for cancellation within sixty days after such Change
in Control any Option or portion of an Option to the extent not yet
exercised (or with respect to an Option or portion of an Option granted to
such a Participant less than six months prior to the date of the Change in
Control, within sixty days after the expiration of the six month period
following the Date of Grant) and to receive a cash payment in an amount
equal to the excess, if any, of (A) the Adjusted Fair Market Value of the
Company Common Shares subject to the Option or a portion thereof
surrendered, over (B) the Purchase Price of such Option. The provisions of
this Section 6.05(a) shall not be applicable to any Options granted to a
Participant if any Change in Control results from such Participant's
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act) of Company Common Shares or Company Voting Securities.
(b) STOCK APPRECIATION RIGHTS. In the event of a Change in
Control, all Stock Appreciation Rights shall become immediately and fully
exercisable. Upon any exercise of a Stock Appreciation Right or any
portion thereof during the 60-day period following the Change in Control,
(or with respect to a Stock Appreciation Right held by a Participant who is
then subject to the
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provisions of Section 16(b) of the Exchange Act which was granted less than
six months prior to the date of the Change in Control, within sixty days
after the expiration of the six month period following the Date of Grant)
the amount payable shall be determined by reference to the Adjusted Fair
Market Value of the Company Common Shares and shall be paid in cash. The
provisions of this Section 6.05(b) shall not be applicable to any Stock
Appreciation Rights granted to a Participant, if any Change in Control
results from such Participant's beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) of Company Common Shares or Company
Voting Securities.
ARTICLE VII
RESTRICTED SHARES
7.01 RESTRICTED SHARE AWARDS. The Committee may grant to any
Participant an Award of Company Common Shares in such number, and on such
terms, conditions and restrictions (whether based on performance standards,
periods of service or otherwise) as the Committee shall establish. The terms
of any Restricted Share Award granted under this Plan shall be set forth in an
Award Agreement which shall contain provisions determined by the Committee and
not inconsistent with this Plan.
(a) ISSUANCE OF RESTRICTED SHARES. As soon as practicable
after the Date of Grant of a Restricted Share Award by the Committee, the
Company shall cause to be transferred on the books of the Company, or its
agent, Company Common Shares, registered on behalf of the Participant,
evidencing the Restricted shares covered by the Award, but subject to
forfeiture to the Company as of the Date of Grant if an Award Agreement
with respect to the Restricted Shares covered by the Award is not duly
executed by the Participant and timely returned to the Company. All
Company Common Shares covered by Awards under this Article VII shall be
subject to the restrictions, terms and conditions contained in the Plan and
the Award Agreement entered into by the Participant. Until the lapse or
release of all restrictions applicable to an Award of Restricted Shares,
the share certificates representing such Restricted Shares may be held in
custody by the Company, its designee, or, if the certificates bear a
restrictive legend, by the Participant. Upon the lapse or release of all
restrictions with respect to an Award as described in Section 7.01(d), one
or more share certificates, registered in the name of the Participant, for
an appropriate number of shares as provided in Section 7.01(d), free of any
restrictions set forth in the Plan and the Award Agreement, shall be
delivered to the Participant.
(b) SHAREHOLDER RIGHTS. Beginning on the Date of Grant of the
Restricted Share Award and subject to execution of the Award Agreement as
provided in Section 7.01(a), the Participant shall become a shareholder of
the Company with respect to all shares subject to the Award Agreement and
shall have all of the rights of a shareholder, including, but not limited
to, the right to vote such shares and the right to receive dividends;
provided, however, that any Company Common Shares distributed as a dividend
or otherwise with respect to any Restricted Shares as to which the
restrictions have not yet lapsed, shall be subject to the same restrictions
as such Restricted Shares and held or restricted as provided in Section
7.01(a).
(c) RESTRICTION ON TRANSFERABILITY. None of the Restricted
Shares may be assigned or transferred (other than by will or the laws of
descent and distribution, or to an inter vivos trust with respect to which
the Participant is treated as the owner under Sections 671 through 677 of
the Code), pledged or sold prior to lapse of the restrictions applicable
thereto.
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(d) DELIVERY OF SHARES UPON VESTING. Upon expiration or
earlier termination of the forfeiture period without a forfeiture and the
satisfaction of or release from any other conditions prescribed by the
Committee, or at such earlier time as provided under the provisions of
Section 7.03, the restrictions applicable to the Restricted Shares shall
lapse. As promptly as administratively feasible thereafter, subject to the
requirements of Section 10.05, the Company shall deliver to the Participant
or, in case of the Participant's death, to the Participant's Beneficiary,
one or more share certificates for the appropriate number of Company Common
Shares, free of all such restrictions, except for any restrictions that may
be imposed by law.
7.02 TERMS OF RESTRICTED SHARES.
(a) FORFEITURE OF RESTRICTED SHARES. Subject to Sections
7.02(b) and 7.03, all Restricted Shares shall be forfeited and returned to
the Company and all rights of the Participant with respect to such
Restricted Shares shall terminate unless the Participant continues in the
service of the Company or a Subsidiary as an employee until the expiration
of the forfeiture period for such Restricted Shares and satisfies any and
all other conditions set forth in the Award Agreement. The Committee shall
determine the forfeiture period (which may, but need not, lapse in
installments) and any other terms and conditions applicable with respect to
any Restricted Share Award provided that, unless otherwise authorized by
the Board, such forfeiture period shall not be less than one year from the
Date of Grant.
(b) WAIVER OF FORFEITURE PERIOD. Notwithstanding anything
contained in this Article VII to the contrary, the Committee may, in its
sole discretion, waive the forfeiture period and any other conditions set
forth in any Award Agreement under appropriate circumstances (including the
death, disability or retirement of the Participant or a material change in
circumstances arising after the date of an Award) and subject to such terms
and conditions (including forfeiture of a proportionate number of the
Restricted Shares) as the Committee shall deem appropriate, provided that
the Participant shall at that time have completed at least one year of
employment after the Date of Grant. Waiver of the forfeiture period and
any other conditions set forth in an Award Agreement prior to the
Participant's completion of one year of employment after the Date of Grant
may only be accomplished through action of the Board.
7.03 CHANGE IN CONTROL. In the event of a Change in Control, and
irrespective of whether or not the one year period following the date of the
Restricted Share Award required under the provisions of Section 7.02(a) has
been met, all restrictions applicable to the Restricted Shares Award shall
terminate fully and the Participant shall immediately have the right to the
delivery of share certificate or certificates for such shares in accordance
with Section 7.01(d).
ARTICLE VIII
PERFORMANCE AWARDS
8.01 PERFORMANCE AWARDS.
(a) AWARD PERIODS AND CALCULATIONS OF POTENTIAL INCENTIVE
AMOUNTS. The Committee may grant Performance Awards to Participants. A
Performance Award shall consist of the right to receive a payment (measured
by the Fair Market Value of a specified number of Company Common Shares,
increases in such Fair Market Value during the Award Period or a fixed cash
amount) contingent upon the extent to which certain predetermined
performance targets have been met during
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an Award Period. Performance Awards may be made in conjunction with, or in
addition to, Restricted Share Awards made under Article VII. The Award
Period shall be one or more calendar years as determined by the Committee.
The Committee, in its discretion and under such terms as it deems
appropriate, may permit newly eligible employees, such as those who are
promoted or newly hired, to receive Performance Awards after an Award
Period has commenced.
(b) PERFORMANCE TARGETS. The performance targets may include
specified levels of earnings per share, return on investment, return on
shareholder equity and/or such other goals related to the performance of
the Company or the performance of a Participant as may be established by
the Committee in its discretion. The performance targets established by
the Committee may vary for different Award Periods and need not be the same
for each Participant receiving a Performance Award in an Award Period. The
Committee, in its discretion, but only under extraordinary circumstances as
determined by the Committee, may change any prior determination of
performance targets for any Award Period at any time prior to the final
determination of the Award when events or transactions occur to cause the
performance targets to be an inappropriate measure of achievement.
(c) EARNING PERFORMANCE AWARDS. The Committee at the Date of
Grant shall prescribe a formula to determine the percentage of the
Performance Award to be earned based upon the degree of attainment of
performance targets. In the event the minimum performance targets
established by the Committee are not achieved, no payment shall be made to
the Participant. In the event the performance targets are fully achieved,
100% of the Performance Award shall be paid to the Participant. The
Committee may provide for grants up to a maximum of 150% of Performance
Awards for achievement exceeding performance targets.
(d) PAYMENT OF EARNED PERFORMANCE AWARDS. Payments of earned
Performance Awards shall be made in cash or Company Common Shares, or a
combination of cash and Company Common Shares, in the discretion of the
Committee. Payment normally will be made as soon as is practicable
following the end of an Award Period; provided, however, that the Committee
may permit deferral of the payment of all or a portion of a Performance
Award payable in cash upon the request of the Participant timely made in
accordance with rules prescribed by the Committee. Deferred amounts may
generate earnings for the Participant under the conditions of a separate
agreement providing for such as approved by the Committee and executed by
the Participant. The Committee, in its sole discretion, may also define
such other conditions of payment of earned Performance Awards as it may
deem desirable in carrying out the purposes of the Plan.
8.02 TERMS OF PERFORMANCE AWARDS.
(a) TERMINATION OF EMPLOYMENT. Unless otherwise provided
below or in Section 8.03, in the case of a Participant's Termination of
Employment prior to the end of an Award Period, the Participant will not
have earned any Performance Awards.
(b) RETIREMENT. If a Participant's Termination of Employment
is because of retirement on a Normal Retirement Date or Other Retirement
Date prior to the end of an Award Period, the Participant will not be paid
any Performance Awards, unless the Committee, in its sole and exclusive
discretion, determines that an Award should be paid. In such a case, the
Participant shall be entitled to receive a pro-rata portion of his or her
Award as determined under Subsection (d).
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(c) DEATH OR DISABILITY. If a Participant's Termination of
Employment is due to death or disability (as determined in the sole and
exclusive discretion of the Committee) following at least one year of
participation in any Award Period, but prior to the end of an Award Period,
the Participant or the Participant's personal representative shall be
entitled to receive a pro-rata share of his or her Award as determined
under Subsection (d).
(d) PRO-RATA PAYMENT. The amount of any payment made to a
Participant whose employment is terminated by retirement, death or
disability (under circumstances described in Subsections (b) and (c)) will
be the amount determined by multiplying the amount of the Performance Award
which would have been earned, determined at the end of the Award Period,
had such employment not been terminated, by a fraction, the numerator of
which is the number of whole months such Participant was employed during
the Award Period, and the denominator of which is the total number of
months of the Award Period. Any such payment made to a Participant whose
employment is terminated prior to the end of an Award Period under this
Section 8.02 shall be made at the end of the respective Award Period,
unless otherwise determined by the Committee in its sole discretion. Any
partial payment previously made or credited to a deferred account for the
benefit of a Participant as provided under Section 8.01(d) of the Plan
shall be subtracted from the amount otherwise determined as payable as
provided in this Section.
(e) OTHER EVENTS. Notwithstanding anything to the contrary in
this Article VIII, the Committee may, in its sole and exclusive discretion,
determine to pay all or any portion of a Performance Award to a Participant
who has terminated employment prior to the end of an Award Period under
certain circumstances (including the death, disability or retirement of the
Participant or a material change in circumstances arising after the Date of
Grant) and subject to such terms and conditions as the Committee shall deem
appropriate, provided that the Participant shall have completed at his or
her Termination of Employment at least one year of employment after the
Date of Grant. The Board may determine to pay all or a part of a
Performance Award to a Participant who has completed less than one year of
employment after the Date of Grant.
8.03 CHANGE IN CONTROL. In the event of a Change in Control, and
irrespective of whether or not the one year period following the date of the
Performance Award required under the provisions of Section 8.01 has been met,
all Performance Awards for all Award Periods shall immediately become fully
payable to all Participants and shall be paid to Participants within 30 days
after such Change in Control.
ARTICLE IX
OTHER AWARDS
9.01 GRANT OF OTHER AWARDS. Other Awards of cash, Awards of Company
Common Shares, or Awards valued in whole or in part by reference to, or
otherwise based on Company Common Shares, may be granted either alone or in
addition to or in conjunction with other Awards under the Plan. Subject to the
provisions of the Plan, the Committee shall have sole and complete authority to
determine the persons to whom and the time or times at which such Awards shall
be made, the number of Company Common Shares to be granted pursuant to such
Awards, and all other conditions of the Awards. Any such Award shall be
confirmed by an Award Agreement executed by the Committee and the Participant,
which Award Agreement shall contain such provisions as the Committee determines
to be necessary or appropriate to carry out the intent of this Plan with
respect to such Award.
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9.02 TERMS OF OTHER AWARDS. In addition to the terms and conditions
specified in the Award Agreement, Awards made pursuant to this Article IX shall
be subject to the following:
(a) Any Company Common Shares subject to Awards made under
this Article IX may not be sold, assigned, transferred, pledged or
otherwise encumbered prior to the date on which the shares are issued, or,
if later, the date on which any applicable restriction, performance or
deferral period lapses; and
(b) If specified by the Committee in the Award Agreement, the
recipient of an Award under this Article IX shall be entitled to receive,
currently or on a deferred basis, interest or dividends or dividend
equivalents with respect to the Company Common Shares or other securities
covered by the Award; and
(c) The Award Agreement with respect to any Award shall
contain provisions dealing with the disposition of such Award in the event
of a Termination of Employment prior to the exercise, realization or
payment of such Award, whether such termination occurs because of
retirement, disability, death or other reason, with such provisions to take
account of the specific nature and purpose of the Award.
ARTICLE X
TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN
10.01 PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the Plan shall
govern all Awards granted under the Plan, and in no event shall the Committee
have the power to grant any Award under the Plan which is contrary to any of
the provisions of the Plan. In the event any provision of any Award granted
under the Plan shall conflict with any term in the Plan as constituted on the
Date of Grant of such Award, the term in the Plan as constituted on the Date of
Grant of such Award shall control. Except as provided in Section 10.03, the
terms of any Award granted under the Plan may not be changed after the Date of
Grant of such Award so as to materially decrease the value of the Award without
the express written approval of the holder.
10.02 AWARD AGREEMENT. No person shall have any rights under any Award
granted under the Plan unless and until the Company and the Participant to whom
such Award shall have been granted shall have executed and delivered an Award
Agreement or received any other Award acknowledgment authorized by the
Committee expressly granting the Award to such person and containing provisions
setting forth the terms of the Award.
10.03 MODIFICATION OF AWARD AFTER GRANT. No Award granted under the
Plan to a Participant may be modified (unless such modification does not
materially decrease the value of the Award) after the Date of Grant except by
express written agreement between the Company and the Participant, provided
that any such change (a) shall not be inconsistent with the terms of the Plan,
and (b) shall be approved by the Committee. No modifications may be made to
any Awards granted to a Participant while the Participant is subject to Section
16(b) of the Exchange Act except in compliance with Rule 16b-3.
10.04 LIMITATION ON TRANSFER. Except as provided in Section 7.01(c) in
the case of Restricted Shares, a Participant's rights and interest under the
Plan may not be assigned or transferred other than by will or the laws of
descent and distribution, and during the lifetime of a Participant, only the
Participant personally (or the Participant's personal representative) may
exercise rights under the Plan.
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The Participant's Beneficiary may exercise the Participant's rights to the
extent they are exercisable under the Plan following the death of the
Participant.
10.05 TAXES. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the Participant in
lieu of withholding) the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount payable and/or
shares issuable under such Participant's Award, or with respect to any income
recognized upon a disqualifying disposition of shares received pursuant to the
exercise of an Incentive Stock Option, and the Company may defer payment or
issuance of the cash or shares upon exercise or vesting of an Award unless
indemnified to its satisfaction against any liability for any such tax. The
amount of such withholding or tax payment shall be determined by the Committee
and shall be payable by the Participant at the time of issuance or payment
(except as otherwise payable under Section 10.05(c)) in accordance with the
following rules:
(a) Unless otherwise provided by the Committee, with respect
to Participants who are subject to the provisions of Section 16(b) of the
Exchange Act on the date on which the withholding requirements apply, the
Company shall withhold from such Award the appropriate number of Company
Common Shares, rounded up to the next whole share, whose Fair Market Value
is equal to such amount, or, in the case of a cash payment, the amount of
cash, as is determined by the Company to be sufficient to satisfy
applicable tax withholding requirements.
(b) With respect to Participants who are not subject to the
provisions of Section 16(b) of the Exchange Act on the date on which the
withholding requirements apply, the Participants shall have the right to
elect to meet his or her withholding requirement through the method
described in Subsection (a) above or by direct payment to the Company of
the amount of any taxes required to be withheld with respect to such Award;
provided, however, that the payment of withholding requirements with
respect to Restricted Share Awards shall be governed solely by the
provisions of Section 7.01(d).
(c) If permitted under applicable Federal income tax laws, a
Participant may elect to be taxed in the year in which an Award is made.
If the Participant makes such an election, the Participant shall promptly
notify the Company in writing and shall provide the Company with a copy of
the executed election form as filed with the Internal Revenue Service by no
later than thirty days from the Date of the Grant. Promptly following such
notification, the Participant shall pay directly to the Company the cash
amount determined by the Company to be sufficient to satisfy applicable
federal, state or local withholding tax requirements.
(d) The Committee shall have the discretion as to any Award,
to cause the Company to pay to tax authorities for the benefit of any
Participant, or to reimburse such Participant for the individual taxes
which are due on the grant, exercise or vesting of any share Award, or the
lapse of any restriction on any share Award (whether by reason of a
Participant's filing of an election under Section 83(b) of the Code or
otherwise), including, but not limited to, federal income tax, state income
tax, local income tax and excise tax under Section 4999 of the Code, as
well as for any such taxes as may be imposed upon such tax payment or
reimbursement.
10.06 SURRENDER OF AWARDS. Any Award granted under the Plan may be
surrendered to the Company for cancellation on such terms as the Committee and
the holder approve.
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10.07 ADJUSTMENTS TO REFLECT CAPITAL CHANGES.
(a) RECAPITALIZATION. The number and kind of shares subject
to outstanding Awards, the Purchase Price or Exercise Price for such
shares, and the number and kind of shares available for Awards subsequently
granted under the Plan shall be appropriately adjusted to reflect any stock
dividend, stock split, combination or exchange of shares, merger,
consolidation or other change in capitalization with a similar substantive
effect upon the Plan or the Awards granted under the Plan. The Committee
shall have the power and sole discretion to determine the amount of the
adjustment to be made in each case.
(b) MERGER. After any Merger in which the Company is the
surviving corporation, each Participant shall, at no additional cost, be
entitled upon any exercise of an Option or receipt of other Award to
receive (subject to any required action by shareholders), in lieu of the
number of Company Common Shares receivable or exercisable pursuant to such
Award, the number and class of shares or other securities to which such
Participant would have been entitled pursuant to the terms of the Merger
if, at the time of the Merger, such Participant had been the holder of
record of a number of shares equal to the number of shares receivable or
exercisable pursuant to such Award. Comparable rights shall accrue to each
Participant in the event of successive Mergers of the character described
above.
(c) OPTIONS TO PURCHASE SHARES OR STOCK OF ACQUIRED COMPANIES.
After any Merger in which the Company or a Subsidiary shall be a surviving
corporation, the Committee may grant substituted options under the
provisions of the Plan, pursuant to Section 425 of the Code, replacing old
options granted under a plan of another party to the Merger whose shares or
stock subject to the old options may no longer be issued following the
Merger. The foregoing adjustments and manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion. Any such adjustments may provide for the elimination of any
fractional shares which might otherwise become subject to any Options.
10.08 NO RIGHT TO EMPLOYMENT. No employee or other person shall have
any claim of right to be granted an Award under this Plan. Neither the Plan
nor any action taken hereunder shall be construed as giving any employee any
right to be retained in the employ of the Company or any of its Subsidiaries.
10.09 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Payments received by
a Participant pursuant to the provisions of the Plan shall not be included in
the determination of benefits under any pension, group insurance or other
benefit plan applicable to the Participant which are maintained by the Company
or any of its Subsidiaries, except as may be provided under the terms of such
plans or determined by the Board.
10.10 GOVERNING LAW. All determinations made and actions taken
pursuant to the Plan shall be governed by the laws of the State of Ohio and
construed in accordance therewith.
10.11 NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Company, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the
Plan or any rule or procedure established by the Committee.
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10.12 COMPLIANCE WITH RULE 16B-3. It is intended that the Plan be
applied and administered in compliance with Rule 16b-3. If any provision of
the Plan would be in violation of Rule 16b-3 if applied as written, such
provision shall not have effect as written and shall be given effect so as to
comply with Rule 16b-3, as determined by the Committee. The Board is
authorized to amend the Plan and to make any such modifications to Award
Agreements to comply with Rule 16b-3, as it may be amended from time to time,
and to make any other such amendments or modifications as it deems necessary or
appropriate to better accomplish the purposes of the Plan in light of any
amendments made to Rule 16b-3.
10.13 CAPTIONS. The captions (i.e., all Section headings) used in the
Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no captions have
been used in the Plan.
10.14 SEVERABILITY. Whenever possible, each provision in the Plan and
every Award at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Award at any time granted under the Plan shall be held to be
prohibited by or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan and every other Award at any time granted under the Plan shall remain
in full force and effect.
10.15 AMENDMENT AND TERMINATION.
(a) AMENDMENT. The Board shall have complete power and
authority to amend the Plan at any time and to add any other share award or
other incentive compensation programs to the Plan as it deems necessary or
appropriate and no approval by the shareholders of the Company or by any
other person, committee or entity of any kind shall be required to make any
amendment; provided, however, that the Board shall not, without the
requisite affirmative approval of shareholders of the Company, make any
amendment which requires shareholder approval under Rule 16b-3 or the Code,
unless such compliance is no longer mandatory under Rule 16b-3, the Code or
under any other applicable law or rule of any stock exchange which lists
Company Common Shares or Company Voting Securities. No termination or
amendment of the Plan may, without the consent of the Participant to whom
any Award shall theretofore have been granted under the Plan, adversely
affect the right of such individual under such Award. For the purposes of
this section, an amendment to the Plan shall be deemed to have the
affirmative approval of the shareholders of the Company if such amendment
shall have been submitted for a vote by the shareholders at a duly called
and constituted meeting of such shareholders at which a quorum is present
and a majority of the votes cast with respect to such amendment at such
meeting shall have been cast in favor of such amendment.
(b) TERMINATION. The Board shall have the right and the power
to terminate the Plan at any time. No Award shall be granted under the
Plan after the termination of the Plan, but the termination of the Plan
shall not have any other effect and any Award outstanding at the time of
the termination of the Plan may be exercised after termination of the Plan
at any time prior to the expiration date of such Award to the same extent
such Award would have been exercisable had the Plan not terminated.
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10.16 STATUS OF PRIOR PLANS. On February 25, 1991, the date when the
Board approved this Plan, the Company also had in effect other valid long-term
incentive plans for the benefit of officers and key employees, including the
Medusa Corporation 1988 Restricted Stock Award Plan, the Medusa Corporation
1988 Stock Option Plan and the Medusa Corporation 1988 Stock Appreciation
Rights Plan (the "Existing Plans"). At the time of its approval of this Plan
the Board also indicated its intent that the Existing Plans should survive the
approval of this Plan.
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