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EXHIBIT 10(h)
FIRSTMERIT CORPORATION
AMENDED AND RESTATED
EXECUTIVE DEFERRED COMPENSATION PLAN
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FIRSTMERIT CORPORATION
AMENDED AND RESTATED
EXECUTIVE DEFERRED COMPENSATION PLAN
ARTICLE 1
PURPOSES AND DEFINITIONS
1.1 PURPOSES. The purposes of the Plan are (i) to provide executives with
flexibility with respect to the form and timing of Compensation, (ii)
to more closely align the interests of executives with the interests of
the Corporation's shareholders and (iii) to assist the Corporation and
its Subsidiaries in attracting and retaining qualified executives.
1.2 DEFINITIONS. Whenever used in the Plan, the following terms shall have
the meaning set forth or referenced below:
(a) "BASE COMPENSATION" means the base salary of an Eligible
Employee for services as an employee of the Corporation or a
Subsidiary, as indicated by the records of the Corporation or
such Subsidiary, as the case may be.
(b) "BOARD" means the Board of Directors of the Corporation.
(c) "BUSINESS DAY" means a day, except for a Saturday, Sunday or a
legal holiday.
(d) "CHANGE OF CONTROL" means Change of Control as defined in
Section 4.3.
(e) "CLOSING PRICE" means the closing price of the Common Stock as
reported on the National Association of Securities Dealers
Automated Quotation System ("Nasdaq").
(f) "COMMITTEE" means the Compensation Committee of the Board.
(g) "COMMON STOCK" means the common stock, no par value, of the
Corporation.
(h) "COMPENSATION" means Base Compensation and Incentive
Compensation.
(i) "CORPORATION" means FirstMerit Corporation, and any successor
corporation.
(j) "DEFERRED COMPENSATION" means Base Compensation deferred
pursuant to Section 2.4 and/or Incentive Compensation deferred
pursuant to Section 2.3.
(k) "ELIGIBLE EMPLOYEE" means an Eligible Employee as defined in
Section 2.1.
(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(m) "INCENTIVE COMPENSATION" means the annual incentive award, if
any, payable to an Eligible Employee under the Corporation's
or a Subsidiary's annual incentive plan.
(n) "KEY EMPLOYEE" means an employee of the Corporation or a
Subsidiary designated by the Chief Executive Officer of the
Corporation as a key employee for purposes of the Plan.
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(o) "PARTICIPANT" means an Eligible Employee, who has elected to
defer all or any portion of his Compensation under the Plan or
to receive all or a portion of his Incentive Compensation in
shares of Common Stock under the Plan.
(p) "PLAN" means the FirstMerit Corporation Executive Deferred
Compensation Plan.
(q) "PLAN YEAR" means the calendar year.
(r) "RETIREMENT" means retirement at or after age 65 or, with the
consent of the Committee, prior to age 65 but at or after age
55.
(s) "STOCK ACCOUNT" means the account maintained by the Committee
in the name of a Participant pursuant to Section 2.5.
(t) "STOCK CREDIT" means a credit to a Participant's Stock
Account, calculated pursuant to Section 2.5.
(u) "SUBSIDIARY" means a subsidiary of the Corporation to which
the Plan has been extended by the Board.
(v) "VALUATION DATE" means the last day of the month in which the
Participant terminates employment as an employee of the
Corporation or any Subsidiary.
ARTICLE 2
PARTICIPATION IN THE PLAN
2.1 ELIGIBILITY. The Committee shall from time to time designate one or
more Key Employees as eligible to participate in the Plan (an "Eligible
Employee").
2.2 INCENTIVE COMPENSATION IN COMMON STOCK.
(a) To the extent that an Eligible Employee has not timely
elected, pursuant to Section 2.3, to defer receipt of any
Incentive Compensation payable to him with respect to a Plan
Year, such Eligible Employee may irrevocably elect, in
increments of one percent (1%), to receive such Incentive
Compensation in whole shares of Common Stock (and cash for
any fractions of a share). Such election must be made in
writing and delivered to the Committee prior to July l of
the Plan Year with respect to which such Incentive
Compensation may be payable or, if earlier, not later than
six months in advance of the date as of which such Incentive
Compensation will be paid, unless the Committee establishes
a different time (which may be earlier or later than the
time provided herein) as of which such election must be
made. Absent such a timely election, an Eligible Employee
shall be deemed to have elected to receive such Incentive
Compensation entirely in cash.
(b) The number of shares of Common Stock payable to a Participant
pursuant to an election under Section 2.2(a) shall be equal to
the number of shares of Common Stock that could have been
purchased with the amount of Incentive Compensation that would
otherwise have been paid to the Participant in cash at the
Closing Price of shares of Common Stock on the day such
Incentive Compensation would otherwise have been so paid.
(c) An Eligible Employee may, pursuant to Section 2.2(a), file a
new election or revoke a prior election each Plan Year. Unless
and until such a new election or revocation of a prior
election is timely made, the election or deemed election in
effect with respect to the immediately preceding Plan Year
shall continue to be effective and irrevocable with respect to
the then current Plan Year.
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2.3 DEFERRED INCENTIVE COMPENSATION.
(a) An Eligible Employee may irrevocably elect, in increments of
twenty-five percent (25%), to defer receipt of any
Incentive Compensation otherwise payable to him with respect
to any Plan Year. Such election must be made in writing and
delivered to the Committee prior to September 15 of the Plan
Year with respect to which such Incentive Compensation may
be payable or, if earlier, not later than six months in
advance of the date as of which such Incentive Compensation
will otherwise be paid, unless the Committee establishes a
different time (which may be earlier or later than the time
provided herein) as of which such election must be made.
Absent such a timely election, an Eligible Employee shall be
deemed to have elected not to defer receipt of any such
Incentive Compensation.
(b) An Eligible Employee may, pursuant to Section 2.3(a), file a
new election or revoke a prior election each Plan Year. Unless
and until such a new election or revocation of a prior
election is timely made, the election or deemed election in
effect with respect to the immediately preceding Plan Year
shall continue to be effective and irrevocable with respect to
the then current Plan Year.
2.4 DEFERRED BASE COMPENSATION.
(a) (i) An Eligible Employee may irrevocably elect, in
increments of one percent (1%), to defer receipt of
Base Compensation otherwise payable to him. Such
election must be made in writing and delivered to the
Committee prior to July l of any Plan Year and shall
be effective with respect to Base Compensation
otherwise payable to the Participant during the
twelve-month period commencing on January l of the
immediately succeeding Plan Year, unless the
Committee establishes a different time (which may be
earlier or later than the time provided herein) as
of, or with respect to, which such election must be
made and/or shall be effective.
(ii) In the first Plan Year in which a Key Employee
becomes an Eligible Employee, such Eligible Employee
may irrevocably elect, in increments of one percent
(1%), to defer receipt of Base Compensation otherwise
payable to him. Such election must be made in writing
and delivered to the Committee within thirty (30)
days of the date as of which such Key Employee became
an Eligible Employee and shall be effective with
respect to Base Compensation otherwise payable to
him during the period commencing six months after
the date on which such election was made and
delivered to the Committee and ending on the
immediately following December 31, unless the
committee establishes a different time (which may
be earlier or later than the time provided herein)
as of, or with respect to, which such election
shall be effective.
(b) A Participant may, pursuant to Section 2.3(a), file a new
election or revoke a prior election each Plan Year applicable
to Base Compensation otherwise payable to him during the
twelve-month period commencing on January l of the immediately
succeeding Plan Year. Unless and until such a new election or
revocation of a prior election is timely made, the election,
if any, then in effect shall continue to be effective and
irrevocable.
2.5 STOCK ACCOUNTS.
(a) A Stock Account shall be maintained by the Committee in the
name of each Participant. A Participant shall be one hundred
percent (100%) vested in his Accounts at all times.
(b) The Stock Account of a Participant shall be credited, as of
the day Deferred Compensation otherwise would have been paid
to such Participant, with Stock Credits equal to the number
of shares of Common Stock (including fractions of a share)
that could have been purchased with the amount of such
Deferred
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Compensation at the Closing Price of shares of Common Stock
on the day as of which such Stock Account is so credited
and shall be reduced as of the day that any amount is
distributed therefrom by the number of Stock Credits
attributable to such distribution.
(c) As of the date any dividend is paid to holders of shares of
Common Stock, a Participant's Stock Account shall be
credited with additional Stock Credits equal to the number
of shares of Common Stock (including fractions of a share)
that could have been purchased, at the Closing Price of
shares of Common Stock on such date, with the amount that
would have been paid as dividends on that number of shares
of Common Stock (including fractions of a share) which is
equal to the number of Stock Credits attributable to the
Participant's Stock Account as of the record date of such
dividend. In the case of dividends paid in property, the
amount of the dividend shall be deemed to be the fair market
value of the property at the time of the payment thereof, as
determined in good faith by the Committee.
2.6 DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT.
(a) Distribution of a Participant's Account shall be made or
commence in accordance with this Section 2.6 within thirty
(30) days following the Valuation Date.
(b) A Participant may elect, in the event his employment as an
employee of the Corporation or any Subsidiary terminates due
to Retirement, to receive his Stock Account in monthly cash
installments not to exceed one hundred twenty (120) separate
installments or in a single sum. Such single sum may be paid
either in cash or in whole shares of Common Stock (and cash
for any fractions of a share) or in combination of both, in
increments of twenty-five percent (25%). The Committee shall
distribute such Stock Account in accordance with such election
or, if no such election is made, in a single cash sum.
(i) In the Event of an election to receive all or a
portion of his Stock Account in shares of Common
Stock, the Participant shall, to the extent of such
election, receive one such share with respect to each
Stock Credit allocated to his Stock Account (and cash
for any fractions of a share). In the event of an
election or deemed election to receive all or a
portion of his Stock Account in cash, the Participant
shall, to the extent of such election or deemed
election, receive an amount in cash equal to the
product of the number of Stock Credits allocated to
his Stock Account and the Closing Price of shares of
Common Stock on the Valuation Date.
(ii) The amount of a monthly cash installment with resect
to such Participant's Stock Account shall be equal to
the product of the number of Stock Credits
attributable to such installment and the Closing
Price of shares of Common Stock on the Valuation
Date. The number of Stock Credits attributable to an
installment shall be equal to the product of the
current number of Stock Credits allocated to such
Stock Account and a fraction, the numerator of which
is one the denominator of which is the total number
of installments elected minus the number of
installments previously paid. All monthly cash
installments shall be paid within 30 days following
the Valuation Date.
(iii) An election pursuant to this Section 2.6(b) must be
in writing and delivered to the Committee at the time
an Eligible Employee becomes a Participant. A
Participant may at any time not less than one year
prior to the date as of which the distribution of
such Participant's Stock Account pursuant to this
Section 2.6(b) is made or commences change such
election pursuant to an election in writing delivered
to the Committee, which election shall be irrevocable
during such one-year period.
(c) In the event a Participant's employment as an employee of the
Corporation and any Subsidiary terminates other than due to
Retirement or death, the participant shall receive a single
cash sum equal to the product of the number of Stock Credits
allocated to his Stock Account and the Closing Price of
shares of Common Stock on the Valuation Date. This amount
shall be paid within 30 days following the Valuation Date.
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(d) Notwithstanding any other provision of this Plan, if the
Participant's Account is $5,000 or less on the Valuation Date
the benefit shall be paid in a lump sum.
2.7 IN-SERVICE DISTRIBUTIONS.
(a) A Participant may, as of the first Business Day of the
month, receive payment of all or part of his Stock Account
prior to the termination of his employment as an employee of
the Corporation and any Subsidiary. Any such election must
be in writing and delivered to the Committee not less than
one year in advance of the effective date thereof, which
election shall be irrevocable during such one-year period;
provided, however, that if the Participant's employment as
an employee of the Corporation and any Subsidiary terminates
prior to the effective date of such election, such election
shall be deemed automatically revoked. Such in-service
distributions shall be made on the same basis as
distributions upon termination pursuant to Section 2.6(c).
(b) Any amounts withdrawn pursuant to Section 2.7(a) shall be
subject to a 6% penalty.
2.8 DISTRIBUTION UPON DEATH. Notwithstanding any other provision of this
Plan, upon the death of a Participant, whether before or after
Retirement or other termination of employment as an employee of the
Corporation and any Subsidiary, the Committee shall pay all of such
Participant's Stock Account as elected by the Participant to such
person, persons, or entity as designated by the Participant. If there
is no beneficiary designation or if such persons shall have all
predeceased the Participant or otherwise ceased to exist, such
distributions shall be made to the executor or administrator of the
Participant's estate. Any distribution under this Section 2.8 shall be
made as soon as practicable following the end of the month in which the
Committee is notified of the Participant's death or is satisfied as to
the identity of the appropriate payee, whichever is later. The amount
payable under this Section 2.8 shall be equal to the product of the
number of Stock Credits then allocated to such Stock Account and the
Closing Price of shares of Common Stock on the last Business Day of the
month immediately preceding the month of such Participant's death.
2.9 WITHHOLDING TAXES. Any withholding of taxes or other amounts required
by federal, state, or local law shall be withheld from Compensation
other than Deferred Compensation. If necessary, the Corporation may
reduce the amount of Deferred Compensation and/or shares of Common
Stock payable pursuant to Section 2.2(a) by an amount equal to any
required withholding. In addition, the Corporation may defer making
payments under the Plan until satisfactory arrangements have been made
for the payment of any federal, state or local taxes required to be
withheld with respect to such payment or delivery. Each Participant
shall be entitled to irrevocably elect, at least six months prior to
the date shares of Common Stock would otherwise be delivered hereunder,
to have the Corporation withhold shares of Common Stock having an
aggregate value equal to the amount required to be withheld. The value
of fractional shares remaining after payment of the withholding taxes
shall be paid to the Participant in cash. Shares so withheld shall be
valued at the Closing Price on the Business Day immediately preceding
the date such shares would otherwise be transferred hereunder.
2.10 DISABILITY. If a Participant suffers a disability, as defined in the
Corporation's long term disability plan, Participant's deferrals that
otherwise would have been credited to the Participant's account will
cease during such disability. The Participant's account will continue
to receive the stock investment results. If, after 24 months, the
Participant is still disabled, the Participant shall be considered to
have terminated employment and his account balance will be paid out
under Section 2.6.
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ARTICLE 3
THE COMMITTEE
3.1 AUTHORITY. The Committee shall have full power and authority to
administer the Plan, including the power to (i) promulgate forms to be
used with respect to the Plan, (ii) promulgate rules of Plan
administration, (iii) settle any disputes as to rights or benefits
arising from the Plan, (iv) interpret the terms of the Plan and (v)
make such decisions or take such action as the Committee, in its sole
discretion, deems necessary or advisable to aid in the proper
administration of the Plan.
3.2 ELECTIONS, NOTICES. All elections and notices required to be provided
to the Committee under the Plan must be on such forms, contain such
information, and be made or given at such times as the Committee may
require.
3.3 AGENTS. The Committee may appoint an individual to be the Committee's
agent with respect to the day-to-day administration of the Plan. In
addition, the Committee may, from time to time, employ other agents and
delegate to them such administrative duties as it sees fit, and may
from time to time consult with counsel who may be counsel to the
Company.
3.4 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final and binding
upon all persons having any interest in the Plan.
3.5 INDEMNITY OF COMMITTEE. The Company has entered into Indemnification
Agreements with each of the members of the Committee protecting them
against such claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Plan, except as
otherwise indicated in such Agreement.
3.6 CLAIMS PROCEDURE. Any person claiming an amount under the Plan,
requesting an interpretation or ruling under the Plan, or requesting
information under the Plan shall present the request in writing to the
Committee, which shall respond in writing within ninety (90) days
following receipt of the request. If the claim or request is denied,
the written notice of denial shall state (i) the reasons for denial,
(ii) the reference to the pertinent Plan provisions or legal doctrine
upon which the denial is based; (iii) a description of any additional
material or information required and an explanation of why it is
necessary; and (iv) an explanation of the Plan's claim review
procedure. Any person whose claim or request is denied may make a
second request for review by notice given in writing to the Committee.
The claim or request shall be reviewed further by the Committee, and
the Committee may, but shall not be required to, grant the claimant a
hearing. A decision on such second request shall normally be made
within sixty (60) days after the date of the second request. If an
extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall
be one hundred twenty (120) days from the date of the second request.
The decision shall be in writing and shall be final and bind all
parties concerned.
ARTICLE 4
SHARES AVAILABLE.
4.1 NUMBER. Three hundred thousand (300,000) shares of Common Stock are
available for issuance under the Plan in accordance with the provisions
hereof and such other provisions as the Committee may from time to time
deem necessary. This authorization may be increased from time to time
by approval of the Board and by the shareholders of the Corporation if,
in the opinion of counsel for the Corporation, such shareholder
approval is required. Stock Credits to Participant's Stock Accounts
shall be applied to reduce the maximum number of shares of Common Stock
remaining available under the Plan. Shares of Common Stock issuable
under the Plan may be taken either from authorized but unissued or
treasury shares, as determined by the Corporation.
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4.2 ADJUSTMENTS. If at any time the number of outstanding shares of Common
Stock shall be increased as the result of any stock dividend, stock
split, subdivision or reclassification of shares, the number of shares
of Common Stock available under Section 4.1 and the number of Stock
Credits with which each Participant's Stock Account is credited shall
be increased in the same proportion as the outstanding number of shares
of Common Stock is increased. If the number of outstanding shares of
Common Stock shall at any time be decreased as the result of any
combination, reverse stock split or reclassification of shares, the
number of shares of Common Stock available under Section 4.1 and the
number of Stock Credits with which each Participant's Stock Account is
credited shall be decreased in the same proportion as the outstanding
number of shares of Common Stock is decreased. In the event the
Corporation shall at any time be consolidated with or merged into any
other corporation and holders of shares of Common Stock receive shares
of the capital stock of the resulting or surviving corporation, there
shall be credited to each Participant's Stock Account, in place of the
Stock Credits then credited thereto, new Stock Credits in an amount
equal to the product of the number of shares of capital stock exchanged
for one share of Common Stock upon such consolidation or merger and the
number of Stock Credits with which the Participant's Account then is
credited, and the number of shares of Common Stock available under
Section 4.1 shall be similarly adjusted. If in such a consolidation or
merger, holders of shares of Common Stock shall receive any
consideration other than shares of the capital stock of the resulting
or surviving corporation or its parent corporation, the Committee, in
its sole discretion, shall determine the appropriate change in
Participants' Accounts.
4.3 CHANGE OF CONTROL. Notwithstanding any other provision of this Plan, in
the event of a Change of Control of the Corporation, each Participant's
Stock Account shall, within five Business Days thereafter, be
distributed in a single cash sum equal to the product of the number of
Stock Credits then allocated to his Stock Account and the Closing Price
of shares of Common Stock or the last Business Day immediately
preceding the Change of Control. For purposes of this Section 4.3,
Change of Control means:
(i) the date the stockholders of the Corporation
approve a plan or other arrangement pursuant to
which the Corporation will be dissolved or
liquidated;
(ii) the date the stockholders of the Corporation
approve a definitive agreement to sell or
otherwise dispose of all or substantially all of
the assets of the Corporation;
(iii) the date of approval by the stockholders of the
Corporation and, if required, by the stockholders of
the other constituent corporation of a definitive
agreement to merge or consolidate the Corporation
with or into such other corporation, other than, in
either case, a merger or consolidation of the
Corporation in which holders of shares of the
Corporation's common stock immediately prior to
the merger or consolidation will have at least a
majority of the ownership of common stock of the
surviving corporation (and, if one class of common
stock is not the only class of voting securities
entitled to vote on the election of directors of the
surviving corporation, a majority of the voting
power of the surviving corporation's voting
securities) immediately after the merger or
consolidation, which common stock (and, if
applicable, voting securities) is to be held in the
same proportion as such holders' ownership of common
stock of the Corporation immediately before the
merger or consolidation;
(iv) the date any entity, person or group, within the
meaning of Section 13(d)(3) or Section 14(d)(2) of
the Securities Exchange Act of 1934, as amended,
other than the Corporation or any of its Subsidiaries
or any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any of
its subsidiaries, shall have become the beneficial
owner (as determined pursuant to Section 13(d) or
16(a) of the Exchange Act) of, or shall have obtained
voting control over, more than twenty percent (20%)
of the outstanding shares of the Common Stock; or
(v) the first day after the effective date of this Plan
when directors are elected such that a majority of
the Board of Directors shall have been members of the
Board of Directors for less than two (2) years,
unless the nomination for election of each new
director who was not a director at the beginning of
such two (2) year period was approved by a vote of at
least two-thirds of the directors then still in
office who were directors at the beginning of such
period.
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ARTICLE 5
MISCELLANEOUS
5.1 UNFUNDED PLAN. No promise hereunder shall be secured by any specific
assets of the Corporation, nor shall any assets of the Corporation be
designated as attributable or allocated to the satisfaction of such
promises. Participants shall have no rights under the Plan other than
as unsecured general creditors of the Corporation.
5.2 NON-ALIENATION OF BENEFITS. No benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to do so shall be void.
No such benefit, prior to receipt thereof pursuant to the provisions of
the Plan, shall be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of the Participant.
5.3 INVALIDITY. If any term or provision contained herein is to any extent
invalid or unenforceable, such term or provision will be reformed so
that it is valid, and such invalidity or unenforceability will not
affect any other provision or part hereof.
5.4 GOVERNING LAW. This Plan shall be governed by the laws of the State
of Ohio, without regard to the conflict of law provisions thereof.
5.5 AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board at any
time may terminate and in any respect amend or modify the Plan;
provided, however, that no such termination, amendment or modification
shall adversely affect the rights of any Participant or beneficiary,
including his rights with respect to Stock Credits credited prior to
such termination, amendment or modification, without his consent.
Notwithstanding the foregoing, the provisions of this Plan that
determine the amount, price or timing of benefits related to Stock
Credits shall not be amended more than once every six months (other
that as may be necessary to conform to any applicable changes in the
Internal Revenue Code of 1986, as amended or the rules thereunder),
unless such amendment would be consistent with the provisions of Rule
16b-3 (or any successor provisions) promulgated under the Exchange Act.
5.6 SUCCESSORS AND HEIrs. The Plan and any properly executed elections
hereunder shall be binding upon the Corporation and Participants, and
upon any assignee or successor in interest to the Corporation and upon
the heirs, legal representatives and beneficiaries of any Participant.
5.7 STATUS AS SHAREHOLDERS. Stock Credits are not, and do not constitute,
shares of Common Stock, and no right as a holder of shares of Common
Stock shall devolve upon a Participant unless and until such shares are
issued to the Participant.
5.8 RIGHTS. This Plan shall not give any person the right to continue as an
employee of the Corporation or any Subsidiary or any rights or
interests other than as herein provided.
5.9 USE OF TERMS. The masculine includes the feminine and the plural
includes the singular, unless the context clearly indicates otherwise.
5.10 Statement of Accounts. Each Participant in the Plan during the
immediately preceding Plan Year shall receive a statement of his Stock
Account under the Plan as of December 31 of such preceding Plan Year.
Such statement shall be in a form and contain such information as is
deemed appropriate by the Committee.
5.11 Compliance with Laws. This Plan and the offer, issuance and delivery of
shares of Common Stock and/or the payment and deferral of Compensation
under this Plan are subject to compliance with all applicable federal
and state laws, rules and regulations (including but not limited to
state and federal reporting, registration, insider trading and other
securities laws) and to such approvals by any listing agency or any
regulatory or governmental authority as may, in the opinion of counsel
for the Corporation, be necessary or advisable in connection therewith.
Any securities
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delivered under this Plan be subject to such restrictions, and the
person acquiring the securities shall, if requested by the
Corporation, provide such assurances and representations to the
Corporation as the Corporation may deem necessary or desirable to
assure compliance with all applicable legal requirements.
5.12 PLAN CONSTRUCTION. Anything in this Plan to the contrary
notwithstanding, is the intent of the Corporation that transactions
under the Plan satisfy the applicable requirements of Rule 16b-3
promulgated under Section 16 of the Exchange Act so that persons who
are or become subject to Section 16 of the Exchange Act will be
entitled to the benefits of such Rule 16b-3 or other exemptive rules
under Section 16 of the Exchange Act and will not be subjected to
avoidable liability thereunder. To the extent any provision of the
Plan, action by the Committee or election by a Participant or Eligible
Employee fails to so comply, it shall be deemed null and void to the
extent permitted by law.
5.13 HEADINGS NOT PART OF PLAN. Headings and subheadings in the Plan are
inserted for reference only and are not to be considered in the
construction of the Plan.
5.14 STOCKHOLDER APPROVAL; EFFECTIVE DATE. This Plan has been approved by
the Board and became effective as of January 1, 1996, due to the
approval of this Plan by the stockholders of the Corporation at the
Annual Shareholders Meeting in 1996. The Plan was amended and restated
in November, 1996, by the Board to make certain administrative changes
to the Plan.
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