Exhibit 10.14
Amendment No. 1
to the
Amended and Restated 1991 Equity Incentive Plan
1. Section 13 of the 1991 Equity Incentive Plan (the "Plan") is hereby
amended in its entirety to read as follows:
13. Withholding.
Whenever the Company proposes or is required to issue or
transfer shares of Class A Stock under the Plan, the Company
shall have the right to require the recipient to remit to the
Company an amount sufficient to satisfy any federal, state or
local withholding tax requirements prior to the delivery of
any certificate for such shares. If and to the extent
authorized by the Committee, in its sole discretion, the
Committee may require an optionee or permit an optionee, by
means of a form of election to be prescribed by the Committee,
to have shares of Class A Stock that are acquired upon
exercise of an Option withheld by the Company or to tender
other shares of Class A Stock or other securities of the
Company owned by the optionee to the Company at the time of
exercise of an Option to pay the amount of tax that would
otherwise be required by law to be withheld by the Company as
a result of any exercise of an Option. Any securities so
withheld or tendered will be valued by the Committee as of the
date of exercise.
2. Section 14 of the Plan is hereby amended in its entirety to read as
follows:
14. Non-Assignability.
(a) Incentive Stock Options. No Option which is an
Incentive Stock Option shall be assignable or transferable by
the optionee otherwise than by will or by the laws of descent
and distribution and during the lifetime of the optionee, such
Incentive Stock Option shall be exercisable only by the
optionee or by his guardian or legal representative.
(b) Nonqualified Stock Options. No Option which is a
Nonqualified Stock Option shall be assignable or transferable
by the optionee except by will or by the laws of descent and
distribution or by such other means as the Committee may
approve, unless such means would be prohibited by Rule 16b-3
under the Exchange Act. During the life of the optionee such
Nonqualified Stock Option shall be exercisable only by such
person or by such person's guardian or legal representative.
Notwithstanding the restrictions set forth above in this
Section 14(b), the Committee or its designee shall have the
authority, in its sole discretion, to grant (or to sanction by
way of amendment of an existing grant) Nonqualified Stock
Options that may be transferred by the optionee during his
lifetime to any "family member" of the optionee, which shall
include a child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, siblings, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the optionee's household
(other than a tenant or employee), a trust in which these
persons have more than 50% of the beneficial interest, a
foundation in which these persons (or the optionee) control
the management of assets, and any other entity in which these
persons (or the optionee) own more than 50% of the voting
interests. No Nonqualified Stock Option may be transferred for
value. The following transfers are not prohibited transfers
for value: (i) a transfer under a domestic relations order in
settlement of marital property rights; and (ii) a transfer to
an entity in which more than 50% of the voting interests are
owned by family members (or the optionee) in exchange for an
interest in that entity. In the case of a grant, the written
documentation containing the terms and conditions of such
Nonqualified Stock Option shall state that it is transferable,
and in the case of an amendment to an existing grant, such
amendment shall be in writing. A Nonqualified Stock Option
transferred as contemplated in this Section 14(b) may not be
subsequently transferred by the transferee (except for
transfers back to the original optionee) except by will or the
laws of descent and distribution and shall continue to be
governed by and subject to the terms and limitations of the
Plan and the relevant grant. However, the Committee or its
designee, in its sole discretion at the time that the transfer
is approved, may alter the terms and limitations of the
relevant grant and establish such additional terms and
conditions as it shall deem appropriate.
Date of Adoption by the Board of Directors - December 14, 1991
Date of Approval of Shareholders - May 4, 1992
Date of Amendment and Restatement by Stock Option Committee - April 12, 1995
Date of Amendment No. 1 by Stock Option Committee -- May 5, 1999