Exhibit 10.xxvii
THE MEAD CORPORATION
1991 STOCK OPTION PLAN
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COMPOSITE
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06/24/99
Section 1. Purposes.
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The purposes of this 1991 Stock Option Plan (the "Plan") are (i) to provide
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incentives to officers and other key employees of the Company upon whose
judgment, initiative and efforts the long-term growth and success of the Company
is largely dependent; (ii) to assist the Company in attracting and retaining key
employees of proven ability; and (iii) to increase the identity of interests of
such key employees with those of the Company's shareholders by providing such
employees with options to acquire Common Shares of the Company.
Section 2. Definitions.
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For purposes of the Plan:
(a) "Acquisition Transaction" means a transaction of the type described
in Section 8 (b) (ii).
(b) "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the 1934 Act.
(c) "Board of Directors" means the Board of Directors of the Company.
(d) "Change in Composition of the Board" means an event of the type
described in Section 8 (b) (iv).
(e) "Change in Control" means a transaction of the type described in
Section 8 (b) (iii).
(f) "Committee" means the committee referred to in Section 4.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
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(h) "Company" means The Mead Corporation; when used in the Plan with
reference to employment, "Company" shall include any Subsidiary of the Company.
(i) "Designation of Beneficiary" means such person(s) or entity whom the
option Holder has designated by a transfer on death or other designation of
beneficiary to receive the Holder's option on the Holder's death in accordance
with such procedures established from time to time by the Committee.
(j) "Fair Market Value" means the average of the highest sale price and
the lowest sale price of a Share on the date the value of a Share is to be
determined, as reported on the New York Stock Exchange - Composite Transactions
Tape or, if no sale is reported for such date, then on the next preceding date
for which a sale is reported.
(k) "Grantee" means the employee who received the option from the
Company.
(l) "Holder" means the person(s) or entity who owns the option, whether
Grantee, Transferee, heir or other beneficiary.
(m) "Incentive Stock Option" means an option granted under the Plan
which qualifies as an incentive stock option under Section 422 of the Code.
(n) "Limited Right" means a right granted under Section 8 of the Plan.
(o) "Nonqualified Option" means an option granted under the Plan which
does not qualify as an incentive stock option under Section 422 of the Code.
(p) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(q) "Share" or "Shares" means the Common Shares, without par value, of
the Company.
(r) "Subsidiary" means any corporation, partnership or other person or
entity at least 10% of the voting or equity interest of which is owned or
controlled, directly or indirectly, by the Company.
(s) "Tender Offer" means a tender offer or a request or invitation for
tenders or an exchange offer subject to regulation under Section 14 (d) of the
1934 Act and the rules and regulations thereunder, as the same may be amended,
modified or superseded from time to time.
(t) "Tax Date" means the date as of which the amount of the withholding
tax payment with respect to the exercise of a Nonqualified Option is calculated.
(u) "Transferee" means the person who received the option from the
Grantee during the Grantee's lifetime.
(v) "Person" shall have the meaning given in Section 3(a)(9) of the 1934
Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such
term shall not include (i) the Company or any of its subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its Affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company.
Section 3. Shares Subject to the Plan.
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(a) Number of Shares. Subject to adjustment as provided in Section 10,
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the maximum number of Shares that may be issued and/or delivered under the Plan
upon the exercise of options is 8,000,000. Such Shares may be either authorized
and unissued or treasury Shares. Any Shares (i) subject to an option which for
any reason has terminated or expired or has been cancelled prior to being fully
exercised or (ii) which have been received by the Company as full or partial
payment for Shares purchased pursuant to Section 7 (b), may again be subject to
option under the Plan.
(b) The maximum number of Limited Rights which may be granted under the
Plan is 8,000,000. Any Limited Rights granted under the Plan which for any
reason terminate or expire or have been cancelled prior to being fully exercised
may again be granted under the Plan.
Section 4. Administration.
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The Plan shall be administered by a committee (the "Committee") of the
Board of Directors, consisting of three or more directors, who shall from time
to time be appointed by, and serve at the pleasure of, the Board of Directors.
No director shall serve as a member of the Committee if he does not qualify as a
disinterested person with respect to the Plan under Rule 16b-3 (or any successor
provision) under the 1934 Act.
The Committee shall have and exercise all the power and authority granted
to it under the Plan. Subject to the provisions of the Plan, the Committee
shall in its sole discretion determine the persons to whom, and the
times at which, Incentive Stock Options, Nonqualified Options and Limited Rights
shall be granted; the number of Shares to be subject to each option; the option
price per Share; and the term of each option. In making such determinations, the
Committee may take into consideration each employee's present and/or potential
contribution to the success of the Company and its Subsidiaries and any other
factors which the Committee may deem relevant and proper. Subject to the
provisions of the Plan, the Board of Directors or the Committee shall also
interpret the Plan; prescribe, amend and rescind rules and regulations relating
to the Plan; correct defects, supply omissions and reconcile any inconsistencies
in the Plan; and make all other determinations necessary or advisable for the
administration of the Plan. The Committee or its designee may in its discretion
change the terms of any Limited Right granted hereunder in connection with an
Incentive Stock Option to permit the Limited Right to be exercisable even though
the Fair Market Value of a Share on the date of exercise does not exceed the
exercise price of the related option. Such determinations of the Board of
Directors, or of the Committee (to the extent not reversed or modified by the
Board of Directors), shall be conclusive. A majority of the Committee shall
constitute a quorum for meetings of the Committee, and the act of a majority of
the Committee at a meeting, or an act reduced to or approved in writing by all
members of the Committee, shall be the act of the Committee.
Section 5. Eligibility.
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From time to time during the term of the Plan, the Committee may grant one
or more Incentive Stock Options and/or Nonqualified Options to any person who is
then an officer or other key employee of the Company. A director who is not also
an employee of the Company shall not be eligible to receive options granted
under the Plan.
Section 6. Terms and Conditions of Options.
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(a) Written Agreement. The terms of each option granted under the Plan
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shall be set forth in a written agreement, the form of which shall be approved
by the Committee.
(b) Terms and Conditions of General Application. The following terms and
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provisions shall apply to all options granted under the Plan:
(1) No option may be granted under the Plan at an option price per
Share which is less than the Fair Market Value of a Share on the date of grant.
(2) No option may be exercised more than ten years after the date
of grant.
(3) No option shall be exercisable within one year after the date
of grant. At the time an option is granted, the Committee may provide that after
such one-year period, the option may be exercised with respect to all Shares
subject thereto, or may be exercised with respect to only a specified number of
Shares over a specified period or periods.
(4) Except as provided in Sections 6(b) (5) and 6(b) (6), an
option may be exercised only if the Grantee thereof has been continuously
employed by the Company since the date of grant. Whether authorized leave of
absence or absence for military or governmental service shall constitute a
termination of employment shall be determined by the Committee, after
consideration of the provisions of Section 1.421-7(h) of the regulations issued
under the Code, if appropriate.
(5) At the time an option is granted, or at such other time as the
Committee may determine, the Committee may provide that, if the Grantee of the
option ceases to be employed by the Company for any reason (including retirement
or disability) other than death, the option will continue to be
exercisable by the Grantee for such additional period (not to exceed the
remaining term of such option) after such termination of employment as the
Committee may provide.
(6) At the time an option is granted, the Committee may provide that,
if the Grantee of the option dies while employed by the Company or while
entitled to the benefits of any additional exercise period established by the
Committee with respect to such option in accordance with Section 6 (b) (5), then
the option will continue to be exercisable by the person or persons (including
the Holder's estate) to whom the Holder's rights with respect to such option
shall have passed by will or by the laws of descent and distribution (or in
accordance with the procedures set forth in Section 9 hereof) for such
additional period after death (not to exceed the remaining term of such option)
as the Committee may provide.
(7) At the time an option is granted, the Committee may provide for
any restriction or limitation on the exercise of such option and/or for any
restriction or limitation on the transferability of the Shares issuable upon the
exercise of such option as it may deem appropriate.
(c) Additional Provisions Applicable to Incentive Stock Options. The
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following additional terms and provisions shall apply to Incentive Stock Options
granted under the Plan, notwithstanding any provision of Section 6 (b) to the
contrary:
(1) No Incentive Stock Option shall be granted to an officer or other
employee who possesses directly or indirectly (within the meaning of Section 424
(d) of the Code) at the time of grant more than 10% of the voting power of all
classes of shares of the Company or of any parent corporation or any
corporation, 50% or more of the voting stock of which is owned or controlled,
directly or indirectly, by the Company, unless the option price is at least 110%
of the Fair Market Value of the Shares subject to the option on the date the
option is granted and the option is not exercisable after the expiration of five
years from the date of grant.
(2) The aggregate Fair Market Value (determined on the date an
Incentive Stock Option is granted) of Shares with respect to which Incentive
Stock Options are exercisable for the first time by any individual in any
calendar year (under the Plan and all of the plans of the Company and any
Subsidiary and any parent corporation) shall not exceed $100,000, or such other
maximum amount permitted by the Code.
(d) Waiver of Terms. Subject to the ten-year limitation in Section 6 (b)
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(2), the Committee may waive or modify at any time, either before or after the
granting of an option, any condition or restriction with respect to the exercise
of such option imposed by or pursuant to this Section 6 in such circumstances as
the Committee may deem appropriate (including, without limitation, in the event
the Grantee retires with the approval of the Company, or in the event of a
proposed Acquisition Transaction, a Change in Control, Tender Offer for Shares,
or other similar transaction involving the Company).
(e) Acceleration Upon Certain Events. Subject to the first sentence of
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Section 6(b)(3) hereof, but notwithstanding any other provision of the Plan,
immediately prior to the occurrence of an "Acceleration" (as defined in this
Section 6(e)), all outstanding options granted hereunder shall become fully
vested and exercisable. As used in the immediately preceding sentence,
"immediately prior" to the Acceleration shall mean sufficiently in advance of
the Acceleration to permit the grantee to take all steps reasonably necessary to
exercise the option fully and to deal with the Shares purchased under the option
so that those Shares may be treated in the same manner in connection with the
Acceleration as the Shares of other shareholders. For purposes of this Section
6(e), an "Acceleration" shall mean any of the following: (i) the date of the
first purchase of Shares pursuant to a Tender Offer (other than an offer by the
Company), (ii) the date of shareholder approval of an Acquisition
Transaction, (iii) the date of filing of the Schedule 13D or shareholder
authorization of the control share acquisition giving rise in either case to a
Change in Control, or (iv) the date of a Change in Composition of the Board.
Section 7. Exercise of Options.
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(a) Notice of Exercise. The Holder of an option granted under the Plan
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may exercise all or part of such option by giving written notice of exercise to
the Committee or its designee; provided, however, that an option may not be
exercised for a fraction of a Share. No Holder of an option nor such Holder's
legal representatives, legatees, Transferees, distributees, or Designation of
Beneficiary will be, or will be deemed to be, a Holder of any Shares covered by
such option unless and until the option shall have been exercised in accordance
with the Plan.
(b) Payment of Option Price. The option price for Shares with respect to
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which an option is exercised shall be paid in full at the time such notice is
given. An option shall be deemed exercised on the date the Committee or its
designee receives written notice of exercise, together with full payment for the
Shares purchased. The option price shall be paid to the Company either in cash
or, with the approval of the Committee, Shares having a Fair Market Value equal
to the option price (or a combination of cash and Shares such that the sum of
the Fair Market Value of the Shares plus the cash equals the option price).
(c) Payment in Cancellation of Option. The Committee shall have the
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authority in its sole discretion to authorize the payment to the Holder of an
option granted under the Plan (with the consent of such Holder), in exchange for
the cancellation of all or a part of such Holder's option, of cash in an amount
not to exceed the difference between the aggregate Fair Market Value on the date
of such cancellation of the Shares with respect to which the option is being
cancelled and the aggregate option price of such Shares; provided, however, that
if an Acceleration has occurred, for purposes of this subparagraph, "Fair Market
Value" on the date of such cancellation shall be calculated in the same manner
as the "exercise value" of a Limited Right would be calculated under Section 8
(c) with respect to such date (whether or not any Limited Rights are actually
outstanding).
(d) Tax Withholding. With the approval of the Committee, the Grantee of
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a Nonqualified Option may elect to have the Company retain from the Shares to be
issued upon the exercise by the Grantee of such option Shares having a Fair
Market Value on the Tax Date equal to all or any part of the required minimum
federal, state and local withholding tax payments to be made by the Grantee with
respect to the exercise of the option in lieu of making such payments in cash.
The Committee may establish from time to time rules or limitations with respect
to the right of a Grantee to elect to have the Company retain Shares in
satisfaction of withholding payments; provided, however, that, in any event, any
such election made by a person subject to Section 16 (b) of the 1934 Act must be
made in accordance with any applicable rules established under such section.
If a Grantee transfers a Nonqualified Option pursuant to Section 9, the
Grantee is required to satisfy the applicable withholding taxes by paying cash
or other property to the Company with respect to any income recognized by the
Grantee on the exercise of such option by the Transferee. The Grantee's
withholding obligations must be satisfied on the date that the Transferee
exercises the option. If the Grantee does not satisfy the applicable withholding
tax obligation, the Company shall retain from the Shares to be issued Shares
having a Fair Market Value on the Tax Date equal to the mandatory withholding
tax payable by the Grantee.
In connection with the exercise of an option or Limited Right, the Company
has the right to require the Grantee to remit or otherwise make available to the
Company an amount sufficient to satisfy any federal, state
and/or local withholding tax requirements prior to the delivery or transfer of
any certificate or certificates for Shares (and prior to a cash payment in the
case of a Limited Right) or to take whatever action it deems necessary to
protect its interests with respect to tax liabilities in connection with the
issuance of Shares or cash payment.
Section 8. Limited Rights.
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(a) Grant of Limited Rights. The Committee may grant Limited Rights with
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respect to any option granted under the Plan either at the time the option is
granted or at any time thereafter prior to the exercise, cancellation,
termination or expiration of such option. The number of Limited Rights covered
by any such grant shall not exceed, but may be less than, the number of Shares
covered by the related option. The term of any Limited Right shall be the same
as the term of the option to which it relates. The right of a Holder to exercise
a Limited Right shall be cancelled if and to the extent a related option is
exercised, and the right of a Holder to exercise an option shall be cancelled if
and to the extent a related Limited Right is exercised.
(b) Events Permitting Exercise of Limited Rights. A Limited Right shall
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be exercisable only if and to the extent that the related option is exercisable;
provided, however, that notwithstanding the foregoing, (x) a Limited Right shall
not be exercisable during the first six months of its term, and (y) in the case
of a Limited Right issued in connection with an Incentive Stock Option, such
Limited Right shall not be exercisable unless the Fair Market Value of a Share
on the date of exercise exceeds the exercise price of a Share subject to the
related option. A Limited Right which is otherwise exercisable may be exercised
only during the following periods:
(i) during a period of 30 days following the date of expiration
of a Tender Offer (other than an offer by the Company), if the offeror acquires
Shares pursuant to such Tender Offer;
(ii) during a period of 30 days following the date of approval by
the shareholders of the Company of a definitive agreement: (x) for the merger or
consolidation of the Company into or with another corporation, if the Company
will not be the surviving corporation or will become a subsidiary of another
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or parent entity) at least 80% of the
combined voting power of the voting securities of the Company or such surviving
or parent entity outstanding immediately after such merger or consolidation, (y)
for the merger or consolidation of the Company with another corporation, if the
Company will be the surviving corporation and will not become a subsidiary of
another corporation, or for the merger or consolidation of any direct or
indirect subsidiary of the Company into or with another corporation, other than
(in either case) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent ((i) in the case of a merger or consolidation of the Company, either
by remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof, or (ii) in the case of a merger or
consolidation of any direct or indirect subsidiary of the Company, either by
remaining outstanding if the Company continues as a parent of the merged or
consolidated subsidiary or by being converted into voting securities of the
surviving entity or any parent thereof) at least 51% of the combined voting
power of the voting securities of the Company or surviving or parent entity
outstanding immediately after such merger or consolidation, or (z) for the sale
or disposition of all or substantially all of the assets of the Company (each of
the foregoing transactions is hereinafter referred to as an "Acquisition
Transaction");
(iii) during a period of 30 days following: (x) the date upon which
the Company is provided a copy of a Schedule 13D (filed pursuant to
Section 13 (d) of the 1934 Act and the rules and regulations promulgated
thereunder) indicating that any person or group (as such terms are defined in
Section 13 (d)(3) of the 1934 Act) has become the beneficial owner (as defined
in Rule 13d-3 of the Exchange Act) of 20% or more of the outstanding voting
shares of the Company or (y) the date of authorization, by both a majority of
the voting power of the Company and a majority of the portion of such voting
power excluding the voting power of interested Shares, of a control share
acquisition (as such term is defined in Chapter 1701 of the Ohio Revised Code)
(each of the foregoing transactions is hereinafter referred to as a "Change in
Control"); and
(iv) during a period of 30 days following a change in the
composition of the Board of Directors such that individuals who were members of
the Board of Directors on the date two years prior to such change (and any new
directors (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of the
Company) who were elected, or were nominated for election, by the Company's
shareholders with the affirmative vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of such two year
period or whose election or nomination for election was previously so approved)
no longer constitute a majority of the Board of Directors (such a change in
composition is hereinafter referred to as a "Change in Composition of the
Board").
(c) Exercise of Limited Rights. Upon exercise of a Limited Right, the
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Holder thereof shall receive from the Company a cash payment equal to the excess
of: (x) the aggregate "exercise value" on the date of exercise (determined as
provided below) of that number of Shares as is equal to the number of Limited
Rights being exercised over (y) the aggregate exercise price under the related
option of that number of Shares as is equal to the number of Limited Rights
being exercised. A Holder shall exercise a Limited Right by giving written
notice of such exercise to the Committee. A Limited Right shall be deemed
exercised on the date the Committee receives such written notice.
The "exercise value" of a Limited Right on the date of exercise shall be:
(i) in the case of an exercise during a period described in
Section 8 (b) (i), the highest price per Share paid pursuant to any Tender Offer
which is in effect at any time during the 60-day period prior to the date on
which the Limited Right is exercised;
(ii) in the case of an exercise during a period described in
Section 8 (b) (ii), the greater of: (x) the highest sale price of a Share during
the 30-day period prior to the date of shareholder approval of the Acquisition
Transaction, as reported on the New York Stock Exchange - Composite Transaction
Tape, or (y) the highest fixed or formula per Share price payable pursuant to
the Acquisition Transaction (if determinable on the date of exercise);
(iii) in the case of an exercise during a period described in
Section 8 (b) (iii), the greater of: (x) the highest sale price of a Share
during the 30-day period prior to the date the Company is provided with a copy
of the Schedule 13D, or the date of authorization of the control share
acquisition, as reported on the New York Stock Exchange - Composite Transactions
Tape, or (y) the highest acquisition price of a Share shown on such Schedule 13D
or to be paid in such control share acquisition; and
(iv) in the case of an exercise during a period described in
Section 8 (b) (iv), the highest sale price of a Share during the 30-day period
prior to the date of the Change in Composition of the Board, as reported on the
New York Stock Exchange - Composite Transactions Tape.
Notwithstanding the foregoing, in no event shall the exercise value of a
Limited Right issued in connection with an Incentive Stock Option exceed the
maximum permissible exercise value for such a right under the Code and the
regulations and interpretations issued pursuant thereto. Any securities or
property which form part or all of the consideration paid for Shares pursuant to
a Tender Offer or Acquisition Transaction shall be valued at the higher of (1)
the valuation placed on such securities or property by the person making such
Tender Offer or the other party to such Acquisition Transaction, or (2) the
value placed on such securities or property by the Committee.
(d) Compliance with Law. The exercise of Limited Rights by directors and
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officers of the Company shall be subject to, and comply with, the applicable
requirements of Rule 16b-3 (e) under the 1934 Act (or any successor provision),
as the same may be amended, modified or superseded from time to time.
Section 9. Non-Transferability.
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Except as provided in this Section 9, options granted under the Plan may
not be sold, pledged, assigned, hypothecated or transferred other than by
Designation of Beneficiary, or, if none, then by will or the laws of descent and
distribution and may be exercised during the lifetime of the Grantee only by
such Grantee or by his guardian or legal representative.
Upon the death of an option Holder, outstanding options held by such Holder
may be exercised only by Designation of Beneficiary, or, if none, then by the
executor or administrator of the Holder's estate or by a person who shall have
acquired the right to such exercise by will or by the laws of descent and
distribution.
Subject to such conditions as the Committee may prescribe, during an option
Grantee's lifetime, the Committee may permit the transfer or assignment of an
outstanding option by such Grantee; provided, that such transfer or assignment
shall not apply to (y) an option which is an Incentive Stock Option (but only if
nontransferability is necessary in order for the option to qualify as an
Incentive Stock Option), and (z) an option granted to a person subject to
Section 16 of the 1934 Act (but only if nontransferability is necessary in order
for the option to qualify for the exemption under Rule 16b-3 of the 1934 Act).
Section 10. Adjustments Upon Changes in Capitalization.
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In the event of a change in outstanding Shares by reason of a Share
dividend, recapitalization, merger, consolidation, split-up, combination or
exchange of shares, or the like, the maximum number of Shares subject to option
during the existence of the Plan, the number of Limited Rights which may be
granted under the Plan, the number of Shares subject to, and the option price
of, each outstanding option, the number of Limited Rights outstanding, the Fair
Market Value of a Share on the date a Limited Right is granted, and the like
shall be appropriately adjusted by the Committee (disregarding any fractional
Shares resulting therefrom), whose determination in each case shall be
conclusive.
Section 11. Conditions Upon Granting and Exercise of Options and Limited Rights
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and Issuance of Shares.
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No option or Limited Right shall be granted, no option or Limited Right
shall be exercised and Shares shall not be issued or delivered upon the exercise
of an option unless the grant and exercise thereof, and the issuance and/or
delivery of Shares pursuant thereto, or the payment therefor, shall comply with
all relevant provisions of state and federal law, including, without limitation,
the Securities Act of 1933, as amended, the 1934 Act, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Shares then may be listed.
Section 12. Amendment and Termination of Plan.
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(a) Amendment. The Board of Directors may from time to time amend the
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Plan, or any provision thereof, in such respects as the Board of Directors may
deem advisable; provided, however, that any such amendment shall be approved by
the Holders of Shares by such vote and otherwise in compliance with applicable
federal or state law (including Rule 16b-3 (or any successor provision) under
the 1934 Act) or the requirements of any stock exchange upon which the Shares
may then be listed.
(b) Termination. The Board may at any time terminate the Plan.
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(c) Effect of Amendment or Termination. No amendment to or termination
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of the Plan shall adversely affect any option or Limited Right previously
granted under the Plan without the consent of the Holder thereof.
Section 13. Notices.
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Each notice relating to this Plan shall be in writing and delivered in
person or by mail to the proper address. Except as otherwise provided by the
Committee, each notice shall be deemed to have been given on the date it is
delivered or mailed, provided, however, that for a notice of exercise given in
accordance with Section 7 (b), which shall be deemed to have been given on the
date it is received by the Committee with payment of the option price. Each
notice to the Committee shall be addressed as follows: The Mead Corporation,
Mead World Headquarters, Courthouse Plaza Northeast, Dayton, Ohio 45463,
Attention: Compensation Committee. Each notice to the Holder of an option or
other person or persons then entitled to exercise an option shall be addressed
to such person or persons at the Holder's address as set forth in the records of
the Company. Anyone to whom a notice may be given under this Plan may designate
a new address by written notice to the party to that effect.
Section 14. Benefits of Plan.
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This Plan shall inure to the benefit of and be binding upon each successor
and assign of the Company. All rights and obligations imposed upon the Holder
of an option and all rights granted to the Company under this Plan shall be
binding upon such Holder's heirs, legal representatives and successors.
Section 15. Pronouns and Plurals.
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All pronouns shall be deemed to refer to the masculine, feminine, singular
or plural, as the identity of the person or persons may require.
Section 16. Shareholder Approval and Term of Plan.
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The Plan shall become effective upon its approval by the affirmative vote
of the Holders of a majority of the Shares entitled to vote thereon held by
shareholders present in person or by proxy at any shareholders' meeting at which
a quorum is present. The Plan shall expire on January 24, 2001, unless sooner
terminated in accordance with Section 12.
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NOTES:
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(1) Adopted by the Board of Directors of the Company on January 24, 1991,
and approved by the Company's shareholders on April 25, 1991.
(2) Amendments to Sections 2, 7 (a), (b), (c), and 9 adopted by the Board
of Directors of the Company on November 09, 1996 to permit the transfer of stock
options and to allow for the designation of a beneficiary of the stock option
grant.
(3) Amendments to Sections 2(b) with addition of Section 2(w); Section
6(e); Section 8(b) with addition of subsections (i), (ii), (iii), (iv) as
adopted by the Board of Directors on June 24, 1998.
(4) Administrative Amendment to Section 7(d) as adopted by the
Compensation Committee of the Board of Directors on June 24, 1999.