Exhibit 10.4
RESOLUTIONS ADOPTED
BY THE
BOARD OF DIRECTORS
OF
HUGHES SUPPLY, INC.
On March 18, 1998
WHEREAS, the Hughes Supply, Inc. Directors' Stock Option Plan
(the "Directors' Stock Option Plan") provides that in the event
that an optionee ceases to be a Director for any reason other than
death or disability, such optionee may exercise any option at any
time within three months after the date on which the optionee
ceases to be a Director; and
WHEREAS, the Company's Board of Directors deems it to be in
the best interest of the Company to extend the three month period
referenced above to one year.
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the time period
within which an optionee who ceases to be a Director, for any
reason other than death or disability, may exercise his options
under the Directors' Stock Option Plan shall be extended from three
months to one year.
AMENDMENT NO. 1 TO
HUGHES SUPPLY, INC.
DIRECTORS' STOCK OPTION PLAN
WHEREAS, the Board of Directors of Hughes Supply, Inc. (the
"Corporation") approved the Directors' Stock Option Plan (the
"Plan") on January 24, 1989 in the form attached hereto as Appendix
"A";
WHEREAS, the letter from the staff of the Securities and
Exchange Commission referred to in Section 14 of the Plan was
issued by the Commission Staff on April 6, 1989 satisfying the
conditions of Section 14;
WHEREAS, the shareholders of the Corporation approved the Plan
at the Annual Meeting of Shareholders held on May 30, 1989;
WHEREAS, in accordance with the terms of Sections 3 and 4 of
the Plan, options with respect to all of the stock authorized for
options under the Plan have been granted and no additional options
under the Plan may be granted in the absence of the expiration or
termination of presently outstanding options or an amendment to the
Plan increasing a number of shares as to which options may be
granted; and
WHEREAS, the Board of Directors of the Corporation on March
24, 1994 approved and recommended shareholder approval of an
amendment to the Plan to increase by 75,000 the number of shares as
to which options may be granted under the Plan; and
WHEREAS, the shareholders approved the recommended amendment
at Annual Meeting of Shareholders held on May 24, 1994 increasing
from 60,000 to 135,000 the number of shares with respect to which
options may be granted under the Plan from 60,000 shares to 135,000
shares;
NOW, THEREFORE, IN WITNESS THEREOF, the following provisions
of the Plan are hereby amended and modified as follows:
Section 3.
Section 3. Participants and Options is hereby amended and
modified to amend and modify subparagraph (ii) thereof and to add
a new subparagraph (iii) as follows:
3. PARTICIPANTS AND OPTIONS
(ii) In addition to the options referred to in
subparagraph (i) above, during the term of the Plan
until, but not including, the date of the 1994 annual
meeting of shareholders a subsequent grant of options for
an aggregate of 12,000 shares, or such lesser number of
shares as shall then constitute all of the remaining
shares which are authorized for options under the Plan
but which are not then subject to options under the Plan,
within the limitation set forth in Section 4 hereof,
divided equally (rounded, if necessary, down to the
nearest whole number of shares) among the Participants
under the Plan, will be made at the meeting of the Board
of Directors of the Corporation immediately following the
1990 annual meeting of stockholders of the Corporation
and at each Board meeting immediately following each
annual meeting of stockholders thereafter during the term
of the Plan and prior to the 1994 annual meeting of
shareholders.
(iii) In addition to the options referred to in
subparagraphs (i) and (ii) above, during the term of the
Plan beginning with the date of the 1994 annual meeting
of shareholders a subsequent grant of options for an
aggregate of 15,000 shares or such lesser number of
shares as shall then constitute all of the remaining
shares which are authorized for options under the Plan
but which are not then subject to options under the Plan,
within the limitations set forth in Section 4 hereof,
divided equally (rounded, if necessary, down to the
nearest whole number of shares) among the Participants
under the Plan, will be made at the meeting of the Board
of Directors of the Corporation immediately following the
1994 annual meeting of stockholders of the Corporation at
each Board meeting immediately following each annual
meeting of stockholders thereafter during the term of the
Plan.
Section 4.
Section 4. Stock is hereby amended and modified to read in its
entirety as follows:
4. STOCK
The stock which may be subject to options under the
Plan shall be 135,000 shares of the Corporation's
authorized but unissued or reacquired $1.00 par value
common stock hereafter sometimes called capital stock.
The aggregate number of shares of capital stock which are
subject to outstanding options and which will be subject
to options to be granted under the Plan shall be subject
to adjustment in accordance with the provisions of
subsection (h) of Section 5 hereof.
In the event that any outstanding option under the
Plan for any reason expires or is terminated, the shares
of capital stock allocable to the unexercised portion of
such option may again be subject to an option under the
Plan.
Of the stock which may be subject to options under
the Plan, 75,000 of such shares have been added by an
amendment to the Plan approved by the stockholders on May
24, 1994 and such additional shares constitute shares as
to which "Amendment Options" within the meaning of
Section 6 hereof may be granted and approval by the
stockholders of such amendment extends the term of the
Plan in accordance with Section 6 hereof.
Except as hereinbefore set forth, the Plan shall remain
unchanged and in full force and effect.
The amendments and modifications set forth in this Amendment
No. 1 to Hughes Supply, Inc. Directors' Stock Option Plan were
approved and adopted by the Board of Directors and the stockholders
on the dates hereinabove set forth.
Witness my hand and the seal of the Corporation this 24th day
of May, 1994.
/s/Robert N. Blackford
Robert N. Blackford, Secretary
Hughes Supply, Inc.
AMENDMENT NO. 5 TO
HUGHES SUPPLY, INC.
DIRECTORS' STOCK OPTION PLAN
WHEREAS, the Board of Directors of Hughes Supply, Inc. (the
"Corporation") approved the Directors' Stock Option Plan (the "Plan") on
January 24, 1989;
WHEREAS, the shareholders of the Corporation approved the Plan at the
Annual Meeting of Shareholders held on May 25, 1989;
WHEREAS, the Plan was first amended on May 24, 1994 to increase the
number of shares with respect to which options may be granted under the
Plan from 60,000 shares to 135,000 shares;
WHEREAS, the Corporation had a three-for-two stock split that became
effective on July 10, 1997 (the "1997 Stock Split");
WHEREAS, in accordance with Section 8 of the Plan, the Board of
Directors of the Corporation desired to amend the Plan to increase the
number of shares as to which options may be granted from 202,500 shares
(adjusted to reflect the 1997 Stock Split) by 100,000 shares to 302,500
shares, and the shareholders approved such amendment on May 19, 1999; and
WHEREAS, under the terms of the Plan, the approval by the shareholders
of the Corporation of this increase in the number of shares as to which
options may be granted will extend the term of the Plan as to those options
until May 19, 2009.
NOW, THEREFORE, the Plan is hereby amended as follows, effective as of
May 19, 1999:
1. By adding the following Section 3(iv):
"In addition to the options referred to in subparagraphs (i),
(ii), and (iii) above, during the term of the Plan beginning with the
date of the 1999 annual meeting of shareholders a subsequent grant of
options for an aggregate of 20,000 shares or such lesser number of
shares as shall then constitute all of the remaining shares which are
authorized for options under the Plan but which are not subject to
options under the Plan, within the limitations set forth in Section 4
hereof, divided equally (rounded, if necessary, down to the nearest
whole number of shares) among the Participants under the Plan, will be
made at the meeting of the Board of Directors of the Corporation
immediately following the 1999 annual meeting of shareholders of the
Corporation and at each Board meeting immediately following each
annual meeting of shareholders thereafter during the term of the
Plan."
2. By replacing Section 4 with the following:
"The stock which may be subject to options under the Plan shall
be 302,500 shares of the Corporation's authorized but unissued or
reacquired $1.00 par value common stock hereafter sometimes called
capital stock. The aggregate number of shares of capital stock which
are subject to outstanding options and which will be subject to
options to be granted under the Plan shall be subject to adjustment in
accordance with the provisions of subsection (h) of Section 5 hereof.
In the event that any outstanding option under the Plan for any
reason expires or is terminated, the shares of capital stock allocable
to the unexercised portion of such option may again be subject to an
option under the Plan.
Of the stock which may be subject to options under the Plan,
90,000 of such shares (adjusted to reflect the three-for-two stock
split which became effective on July 7, 1997) have been added by an
amendment to the Plan approved by the shareholders on May 24, 1994 and
100,000 of such shares have been added by an amendment to the Plan
approved by the shareholders on May 19, 1999. Such additional shares
constitute shares to which "Amendment Options" within the meaning of
Section 6 hereof may be granted. Approval by the shareholders of such
amendments of May 24, 1994 and May 19, 1999 amends the term of the
Plan in accordance with Section 6 hereof."
Except as set forth above, the Plan shall remain unchanged and in full
force and effect.
This Amendment is executed by the Corporation this ___ day of
_________, 1999.
HUGHES SUPPLY, INC.
By:
Title:
HUGHES SUPPLY, INC.
Directors' Stock Option Plan
1. PURPOSE
This Directors Stock Option Plan (the "Plan") is intended
as an incentive and to encourage Directors of Hughes Supply, Inc.
(the "Corporation") who are not, and for the previous twelve (12)
months have not been, employees of the Corporation eligible to
participate in the Hughes Supply, Inc. 1988 Stock Option Plan (the
"Employee Plan") to increase their stock ownership and proprietary
interest in the success of the Corporation, to encourage them to
continue as Directors of the Corporation and as an incentive to
work to increase the value of the stock of the Corporation. The
options to be issued pursuant to this Plan shall not constitute
incentive stock options within the meaning of Sec. 422A of the 1986
Internal Revenue Code, as amended (the "Code").
2. ADMINISTRATION
The Plan shall be administered by a Directors' Stock
Option Plan committee appointed by the Board of Directors of the
Corporation (the "Committee"). The Committee shall consist of not
less than three (3) members of the Corporation's Board of Directors
who are not,,employees of the Corporation and who are
"disinterested persons as that term is defined in Rule 16b-3(d)
under the Securities Exchange Act of 1934 (the "Exchange Act") or
any successor statute or regulation regarding the same subject
matter. The Board of Directors may from time to time remove
members from, or add members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board of
Directors. The Committee shall elect one of its members as
Chairman, and shall hold meetings at such times and places as it
may determine. Acts of the Committee taken by a majority of the
Committee at a meeting at which a quorum is present, or acts
reduced to or approved in writing by a majority of the members of
the Committee, shall be the valid acts of the Committee. A
nonemployee Director shall receive options under the Plan whether
or not such Director also serves as a member of the Committee.
Subject to the provisions of the Plan the Committee may from time
to time adopt such rules for administration of the Plan as it deems
appropriate.
The interpretation and construction by the Committee of
any provisions of the Plan or of any option granted under it shall
be final unless otherwise determined by the Board of Directors. No
member of the Board of Directors or the Committee shall be liable
for any action or determination made in good faith with respect to
the Plan or any option granted under it.
3. PARTICIPANTS AND OPTIONS
The persons who shall be participants under the Plan (the
"Participants") shall be all such Directors of the Corporation as
are not on the date of the grant of an option under the Plan, and
for a period of at least twelve (12) months prior to the grant of
such option have not been, employees of the Corporation. Options
are granted and shall be granted to Participants under the Plan as
follows:
(i) Subject to approval of the Plan by the
stockholders in accordance with Section 13 hereof and to the
receipt by the Corporation of the letter from the staff of the
Securities and Exchange Commission referred to in Section 14
hereof, an initial grant of an aggregate of 12,000 shares divided
equally (rounded, if necessary, down to the nearest whole number of
shares) among the Participants is made effective as of January 24,
1989 to the Participants on that date.
(ii) In addition to the options referred to in
subparagraph (i) above, during the term of the Plan a subsequent
grant of options for an aggregate of 12,000 shares or such lesser
number of shares as shall then constitute all of the remaining
shares which are not then, but which may be subject to options
under the Plan within the limitation set forth in Section 4 hereof,
divided equally (rounded, if necessary, down to the nearest whole
number of shares) among the then Participants under the Plan, will
be made at the meeting of the Board of Directors of the Corporation
immediately following the 1990 annual meeting of stockholders of
the Corporation and at each Board meeting immediately following
each annual meeting of stockholders of the Corporation thereafter
during the term of the Plan.
4. STOCK
The stock which may be subject to the options under the
Plan shall be 60,000 shares of the Corporations authorized but
unissued or reacquired $1.00 par value common stock hereafter
sometimes called capital stock. The aggregate number of shares of
capital stock which are subject to outstanding options and which
will be subject to options to be granted under the Plan shall be
subject to adjustment in accordance with the provisions of
subsection (h) of Section 5 hereof.
In the event that any outstanding option under the Plan
for any reason expires or is terminated, the shares of capital
stock allocable to the unexercised portion of such option may again
be subjected to an option under the Plan.
5. TERMS AND CONDITIONS OF OPTIONS: STOCK OPTION AGREEMENTS
Stock options granted pursuant to the Plan shall be
evidenced by stock option agreements in such form as the Committee
shall from time to time recommend and the Board of Directors shall
from time to time approve, which agreements shall comply with and
be subject to the following terms and conditions:
(a) Optionee's Agreement
Each optionee shall agree to remain as a Director of
the Corporation but such agreement shall not impose upon the
Corporation any obligation to retain the optionee as a Director for
any period.
(b) Number of Shares
Each option shall state the number of shares to
which it pertains.
(c) Option Price
Each option shall state the option price, which
shall be not less than one hundred percent (100%) of the fair
market value of the shares of capital stock of the Corporation on
the date of the granting of the option. During such time as such
stock is not listed upon an established stock exchange the fair
market value per share shall be the mean between dealer "bid" and
"ask" prices of the capital stock in over-the-counter market
applicable to transactions effected in Orlando, Florida on the day
the option is granted, as reported by the National Association of
Securities Dealers, Inc. If the stock is listed upon an
established stock exchange or exchanges such fair market value
shall be deemed to be the highest closing price of the capital
stock on such stock exchange or exchanges on the day the option is
granted or if no sale of the Corporation's capital stock shall have
been made on any stock exchange on that day, on the next preceding
day on which there was a sale of such stock. Subject to the
foregoing, the Board of Directors and the Committee in fixing the
option price shall have full authority and discretion and be fully
protected in doing so.
(d) Medium and Time of Payment
The option price shall be payable in United States
dollars upon the exercise of the option and may be paid in cash, by
check or with shares of capital stock of the Corporation valued at
their fair market value, as that term is defined in the preceding
paragraph.
(e) Term and Exercise of Options
An option shall be exercisable either in whole or in
part at any time after the date on which it is granted and prior to
its expiration date which, unless sooner terminated under
subsections (f) or (g) of this Section 5 hereof, shall be ten (10)
years from the date on which it is granted. The procedure for
exercise of an option shall be as set forth in the Plan and in the
stock option agreement evidencing the grant of the option. In the
event of any conflict between the language of the stock option
agreement and the language of the Plan, the language of the Plan
shall govern. No option shall be exercisable after its expiration
date. Not less than ten (10) shares may be purchased at any one
time unless the number purchased is the total number at the time
purchasable under the option. During the lifetime of the optionee,
the option shall be exercisable only by him and shall not be
assignable or transferable by him and no other person shall acquire
any rights therein.
(f) Termination of Service as a Director Except Death
In the event that an optionee shall cease to be a
Director of the Corporation for any reason other than his death,
subject to the condition that no option shall be exercisable after
its expiration date, such optionee shall have the right to exercise
the option at any time within three (3) months after such
termination as a Director to the extent his right to exercise such
option has not previously been exercised at the date of such
termination. For purposes of this paragraph, in the case of an
optionee who becomes disabled within the meaning of Sec. 22(3)(e) of
the Code, the words "three months" shall be replaced by the words
"one year".
(g) Death of Optionee and Transfer of Option
If the optionee shall die while a Director of the
Corporation or within a period of three (3) months after the
termination of his service as a Director of the Corporation and
shall not have fully exercised the option, an option may be
exercised at any time within one (1) year after the optionee's
death, subject to the condition that no option shall be exercisable
after its expiration date, to the extent that the optionee's right
to exercise such option at the time of his death had not been
previously exercised, by the executors or administrators of the
optionee or by any person or persons who shall have acquired the
option directly from the optionee by bequest or inheritance or by
reason of the death of the decedent.
No option shall be transferable by the optionee
otherwise than by Will or the laws of descent and distribution.
(h) Recapitalization
Subject to any required action by the stockholders,
the number of shares of capital stock which are subject to each
outstanding option or which will be subject to each option to be
granted under the Plan, and the price per share thereof in each
such option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of capital stock of the
Corporation resulting from a subdivision or consolidation of shares
or the payment of a stock dividend (but only on the capital stock)
or any other increase or decrease in the number of such shares
effected without receipt of consideration by the Corporation.
Subject to any required action by the stockholders
if the Corporation shall be the surviving corporation in any
merger or consolidation, each outstanding option shall pertain to
and apply to the securities to which a holder of the number of
shares of capital stock subject to the option would have been
entitled. A dissolution or liquidation of the Corporation or a
merger or consolidation in which the Corporation is not the
surviving corporation, shall cause each outstanding option to
terminate provided that each optionee shall, in such event, have
the right immediately prior to such dissolution or liquidation, or
merger or consolidation in which the Corporation is not the
surviving corporation, to exercise his option in whole or in part.
In the event of a change in the capital stock of the
Corporation as presently constituted, which is limited to a change
of all of its authorized shares with par value into the same number
of shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be the
capital stock within the meaning of the Plan.
To the extent that the foregoing adjustments relate
to stock or securities of the Corporation, such adjustments shall
be made by the Committee, whose determination in that respect shall
be final, binding and conclusive.
Except as hereinbefore expressly provided in this
subsection 5(h), the optionee shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the
payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of
assets or stock of another corporation, and any issue by the
Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of capital stock subject to the
option.
The grant of an option pursuant to the Plan shall
not affect in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its
business or assets.
(i) Rights as a Stockholder
An optionee or a transferee of an option shall have
no rights as a stockholder with respect to any shares covered by
his option until the date of the issuance of a stock certificate to
him for such shares. No adjustments shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record
date is prior to the date such stock certificate is issued, except
as provided in subsection 5(h) hereof.
(j) Modification, Extension and Renewal of Options
Subject to the terms and conditions and within the
limitations of the Plan, the Board of Directors may modify, extend
or renew outstanding options granted under the Plan, or accept the
surrender of outstanding options (to the extent not theretofore
exercised) and authorize the granting of new options in
substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, however, no modification of an
option shall, without consent of the optionee, alter or impair any
rights of obligations under any option theretofore granted under
the Plan.
(k) Investment Purpose
Each option under the Plan shall be granted on the
condition that the purchases of stock thereunder shall be for
investment purposes, and not with a view to resale or distribution
except that in the event the stock subject to such option is
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or in the event a resale of such stock without
such registration would otherwise be permissible, such condition
shall be inoperative if in the opinion of counsel for the
Corporation such condition is not required under the Securities
Act, or any other applicable law, regulation, or rule of any
governmental agency.
(I) Other Provisions
The option agreements authorized under the Plan
shall contain such other provisions, including, without limitation,
restrictions upon the exercise of the option, as the Committee and
the Board of Directors of the Corporation shall deem advisable.
6. EFFECTIVE DATE AND TERM OF PLAN
Subject to approval by the stockholders as required by
Section 13 hereof and to the receipt by the Corporation of the
letter from the staff of the Securities and Exchange Commission
referred to in Section 14 hereof, the Plan shall become effective
as of January 24, 1989, the date of its adoption by the Board of
Directors of the Corporation and, subject to such stockholder
approval and the receipt of such letter, the initial grant of
options hereunder as provided in subsection 3(i) shall be effective
as of the effective date of the Plan. This Plan shall remain in
effect and options shall be granted hereunder from time to time
until ten (10) years from the date the Plan is approved by the
stockholders or until terminated by the Board of Directors in
accordance with Section 8 hereof, whichever is earlier.
Notwithstanding the foregoing part of this Section 6, with respect
to any amendment to this Plan adopted for the purpose of increasing
the number of shares as to which options ("Amendment Options") may
be granted hereunder, the Plan shall remain in effect as to
Amendment Options and Amendment Options may be granted hereunder
from time to time until ten (10) years from the date such amendment
is adopted or the date such amendment is approved by the
stockholders if such approval is required or until the Plan, as
amended, is terminated by the Board of Directors in accordance with
Section 8 hereof, whichever is earlier. For purposes of options
outstanding under the Plan the Plan shall continue in effect until
all outstanding options have been exercised in full or are no
longer exercisable.
7. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as
they may have as Directors or as members of the Committee, the
members of the Committee shall be indemnified by the Corporation
against the reasonable expenses, including attorneys fees, actually
and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all amounts paid
by them in settlement thereof, not to exceed, in the judgment of
the Board of Directors, the estimated expense of litigating the
proceeding to conclusion (provided such settlement is approved by
independent legal counsel selected by the Corporation) or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that the member of the
Committee is liable. A Committee member shall in writing offer the
Corporation the opportunity, at its own expense, to handle and
defend the same.
8. AMENDMENT OF THE PLAN
The Board of Directors of the Corporation may, insofar as
permitted by law, from time to time, with respect to any shares at
the time not subject to options, suspend or discontinue the Plan or
revise or amend it in any respect whatsoever except that, without
approval of the stockholders, no such revision or amendment shall
change the number of shares subject to the Plan, extend the term of
the Plan or the term of any option which may be granted under the
Plan, change the designation of the Participants or the manner in
which options are granted under the Plan or materially increase the
benefits accruing under the Plan (materially, within the meaning of
Rule 16b-3 implementing the Exchange Act), decrease the price at
which options may be granted or remove the administration of the
Plan from the Committee (except as may be required by the staff of
the Commission to provide the letter described in Section 13
hereof).
9. APPLICATION OF FUNDS
The proceeds received by the Corporation from the sale of
capital stock pursuant to options will be used for general
corporate purposes.
10. NO OBLIGATION TO EXERCISE OPTION
The granting of an option shall impose no obligation upon
the optionee to exercise such option.
11. WITHHOLDING
The exercise of any option granted under the Plan shall
constitute an optionee's full and complete consent to whatever
action the Committee directs to satisfy the federal and state
withholding requirements, if any, which the Committee in its
discretion deems applicable to such exercise or surrender.
12. CONSTRUCTION
The Plan shall be construed under the laws of the State
of Florida.
13. APPROVAL OF STOCKHOLDERS
The Plan shall be submitted for approval by the
stockholders of the Corporation within twelve (12) months from the
date the Plan is adopted by the Board of Directors. Any amendment
to the Plan requiring approval by the stockholders of the
Corporation shall be submitted for approval by the stockholders
within twelve (12) months from the date the amendment is adopted by
the Board of Directors.
The initial options granted under the Plan, as set forth
in subsection 3(i) hereof are granted as of the date set forth
therein; provided, however, that such options shall not be
exercisable until after the date on which the Plan shall have
approved by a vote of the stockholders. Options may be granted
pursuant to any amendment to this Plan adopted for the purpose of
increasing the number of shares as to which options may be granted,
the types of options which may be granted or the rights applicable
to options which may be granted hereunder, commencing with the date
of adoption of such amendment by the Board of Directors of the
Corporation; provided, however, that options granted in reliance
upon any such amendment shall not be exercisable until the date on
which such amendment shall have been submitted for approval of the
stockholders.
14. LETTER FROM COMMISSION STAFF
The Corporation will request a letter from the staff of
the Securities and Exchange Commission (the "Commission")
concurring with the opinion of legal counsel to the Corporation
that the Plan complies with the requirements set forth in Rule 16b-
3 promulgated by the Commission to provide exemptive relief from
certain aspects of Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). If, as a condition of
providing its concurring letter, the staff of the Commission
requires modifications to the Plan which are not material and such
modifications are approved by the Board of Directors, the Plan
shall be so modified and amended under the provisions of Section 8
hereof. In the event the Corporation is unable to obtain the
aforementioned concurring letter from the staff of the Commission
as required by this Section 14 or the Plan is not approved by the
stockholders as required by Section 13 hereof, the Plan shall be
deemed null and void ab initio.