Exhibit 10(iii)(a)
Amended and restated as of September 21, 1998
HSB Group, Inc.
1985 STOCK OPTION PLAN
ARTICLE I - PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose
The purpose of the 1985 Stock Option Plan is to attract and retain persons
of ability as employees of the Company and its Subsidiaries and to motivate
such employees to exert their best efforts to contribute to the long-term
growth of the Company by encouraging ownership in the Company. The Plan is
further designed to promote a closer identity of interest between key
employees and the Company's stockholders. The Plan has been amended and
restated, effective January 1, 1987, to provide for the payment of a
Related Tax Benefit upon the exercise of certain options and for awards of
Restricted Stock.
1.2 Definitions
(a) "Appreciation" shall mean the excess of the Fair Market Value of a
share over the option price per share specified in an option agreement
multiplied by the number of shares subject to the option or portion
thereof which is surrendered.
(b) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated
under Section 12 of the Exchange Act.
(c) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.
(d) "Beneficiary" shall mean the legal representative of the estate of a
deceased Optionee or the person or persons who shall acquire the right
to exercise an option or Stock Appreciation Right by bequest or
inheritance or by reason of the death of the Optionee. In the case
where a Participant's right to shares of Restricted Stock vest as
provided in Section 2.6(d) on or prior to his date of death, the term
"Beneficiary" shall also mean the legal representative of the estate
of the Participant or the person or persons who shall acquire the
right to such vested shares of Stock
by bequest or inheritance or by reason of the death of such
Participant.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Change in Control" shall be deemed to have occurred if the events set
forth in any one of the following paragraphs shall have occurred:
(I) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities
acquired directly from the Company or its affiliates)
representing 25% or more of the combined voting power of the
Company's then outstanding securities, excluding any Person who
becomes such a Beneficial Owner in connection with a transaction
described in clause (i) of paragraph (III) below; or
(II) the following individuals cease for any reason to constitute
a majority of the number of directors then serving: individuals
who, on December 23, 1996, constitute the Board and any new
director (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) whose
appointment or election by the Board or nomination for election
by the Company's shareholders was approved or recommended by a
vote of at least two-thirds (2/3) of the directors then still in
office who either were directors on December 23, 1996 or whose
appointment, election or nomination for election was previously
so approved or recommended; or
(III) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with
any other corporation, other than (i) a merger or consolidation
which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or
any parent thereof), in combination with the ownership of any
trustee or
other fiduciary holding securities under an employee benefit plan
of the Company or any subsidiary of the Company, at least 60% of
the combined voting power of the securities of the Company or
such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (ii) a merger
or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of
the Company (not including in the securities Beneficially Owned
by such Person any securities acquired directly from the Company
or its Affiliates) representing 25% or more of the combined
voting power of the Company's then outstanding securities; or
(IV) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 60% of the combined
voting power of the voting securities of which are owned by
shareholders of the Company in substantially the same proportions
as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company
immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of
transactions.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(h) "Committee" shall mean the Human Resources Committee of the Board or
any future committee of the Board performing similar functions.
(i) "Company" shall mean HSB Group, Inc. except in
determining under Section 1.2(f) hereof whether or not any Change in
Control of the Company has occurred, shall include any successor to
its business and/or assets which assumes this Plan by operation of
law, or otherwise.
(j) "Disability" shall mean any condition which would entitle an employee
of the Company or a Subsidiary to receive benefits under the Company's
Long-Term Disability Plan or any long-term disability plan maintained
by the Subsidiary.
(k) "Exchange Act" shall mean the Securities Act of 1934, as amended.
(l) "Fair Market Value" shall mean the average of the high and low prices
per share of the Company's Stock as reported by the New York Stock
Exchange Composite Transaction Reporting System (NYSE) on the date for
which the Fair Market Value is being determined, or if no quotations
are available for the Company's Stock, for the next preceding date for
which such a quotation is available. If shares of Company Stock are
not then listed on the NYSE, Fair Market Value shall be reasonably
determined by the Committee, in its sole discretion.
(m) "Incentive Stock Option" shall mean an option described in Section
422A of the Code.
(n) "Nonstatutory Stock Option" shall mean an option which does not
qualify as an Incentive Stock Option under Section 422A of the Code.
(o) "Optionee" shall mean an employee of the Company or one of its
Subsidiaries to whom an option is granted.
(p) "Participant" shall mean an employee of the Company or one of its
Subsidiaries to whom an option is granted or to whom Restricted Stock
is awarded.
(q) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange 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.
(r) "Plan" shall mean HSB Group, Inc. 1985 Stock Option Plan, as amended.
(s) "Related Tax Benefit" shall mean the payment to an Optionee, upon the
exercise of a Nonstatutory Stock Option designated by the Committee as
subject to a Related Tax Benefit, of an amount, computed in accordance
with the following formula where X equals the lower of the percent
established by the Committee at the time of grant of the Related Tax
Benefit, or the highest marginal rate imposed under Section 1 of the
Code for the taxable year in which the exercise occurs:
(i) X percent of the excess of the Fair Market Value of one share of
Stock over the respective option price per share multiplied by
the number of whole and fractional shares of Stock distributed by
the Company to the Optionee with respect to such an exercised
option or portion of such an option, the Fair Market Value to be
determined as of the date of such distribution; divided by
(ii) One (1) minus X percent.
(t) "Restricted Stock" shall mean one or more shares of Stock awarded to
an eligible employee under Section 2.6 of the Plan and subject to the
terms and conditions set forth in Section 2.6.
(u) "Retirement" shall mean the termination of employment under
circumstances which entitle an employee to receive retirement benefits
under the Company's Employees' Retirement Plan or any Subsidiary's
retirement plan.
(v) "Stock" shall mean the Common Stock of the Company.
(w) "Stock Appreciation Right" shall mean a right to surrender to the
Company all or any portion of an option and, as determined by the
Committee, to receive in exchange therefor cash or whole shares of
Stock (valued at current Fair Market Value) or a combination thereof
having an aggregate value equal to the excess of the current Fair
Market Value of one (1) share over the option price of one (1) share
specified in such option grant multiplied by the number of shares
subject
to such option or the portion thereof which is surrendered.
(x) "Subsidiary" shall mean any corporation of which at least 50% of the
voting stock is owned by the Company and/or one or more of its other
Subsidiaries.
1.3 Administration
The Plan shall be administered by the Committee as defined herein. No
member of the Committee shall be eligible to be granted an option under the
Plan. Each member of the Committee shall be a "disinterested director"
within the meaning of Rule 16b-3 of the General Rules and Regulations
promulgated under the Exchange Act and an "outside director" within the
meaning of Section 162(m) of the Code. The Committee shall have the
responsibility of interpreting the Plan and establishing and amending such
rules and regulations necessary or appropriate for the administration of
the Plan or for the continued qualification of any Incentive Stock Options
granted hereunder. In addition, the Committee shall have the authority to
designate the employees who shall be granted options and awarded Restricted
Stock under the Plan and the amount and nature of the options, related
rights and awards to be granted to each such employee. All interpretations
of the Plan or of any options, related rights or awards issued under it
made by the Committee or any subcommittee shall be final and binding upon
all persons having an interest in the Plan. No member of the Committee
shall be liable for any action or determination taken or made in good faith
with respect to this Plan or any option granted hereunder.
1.4 Eligibility
Executive and middle management employees of the Company or its
Subsidiaries shall be eligible to receive grants of stock options and
awards of Restricted Stock under the Plan.
1.5 Stock Subject to the Plan
(a) The maximum number of shares which may be optioned or awarded under
the Plan shall be 2,600,000 shares of Stock. Preferred Stock may be
used in lieu of grants of Stock under the Plan subject to further
authorization of the Board of the Company. The limitation on the
number of shares which may be optioned or awarded under the Plan shall
be subject to adjustment under Section 3.2 of this Plan.
(b) If any outstanding option under the Plan for any reason expires,
lapses or is terminated, the shares of the Stock which were subject to
such option shall be restored to the total number of shares available
for grant pursuant to the Plan. Shares as to which there is a
surrender in whole or in part of an option upon the exercise of a
Stock Appreciation Right shall not again be available for grant
pursuant to the Plan. Stock delivered upon the exercise of a Stock
Appreciation Right shall not be charged against the number of shares
of Stock available for the grant of options.
(c) Upon the exercise of an option or a Stock Appreciation Right, or
payment of a Restricted Stock award, the Company may distribute newly
issued shares or shares previously repurchased on behalf of the
Company through a broker or other independent agent designated by the
Committee. Such repurchases shall be subject to such rules and
procedures as the Committee may establish hereunder and shall be
consistent with such conditions as may be prescribed from time to time
by law or by the Securities and Exchange Commission ("SEC") in any
rule or regulation or in any exemptive order or no-action letter
issued by the SEC to the Company or the broker with respect to the
making of such purchase or otherwise.
ARTICLE II - OPTIONS, RELATED TAX BENEFITS, STOCK APPRECIATION RIGHTS AND
RESTRICTED STOCK
2.1 Granting of Options
The Committee may grant Incentive Stock Options (ISOs), Nonstatutory Stock
Options or any combination thereof, provided that the aggregate Fair Market
Value (determined at the time the option is granted) of the shares of Stock
with respect to which ISOs are exercisable for the first time by an
employee during any calendar year (under this Plan and any other option
plan of the Company or its Subsidiaries) shall not exceed $100,000. No such
maximum limitation shall apply to Nonstatutory Stock Options.
2.2 Terms and Conditions of Options
Each option granted under the Plan shall be authorized by the Committee and
shall be evidenced by a written agreement, in a form approved by the
Committee, containing the following terms and conditions and such other
terms and conditions as the Committee may deem appropriate:
(a) Option Term - Each option agreement shall specify the term for which
the option thereunder is granted and shall provide that the option
shall expire at the end of such term. In no event shall any option be
exercisable any earlier than one year after the date of such grant.
The Committee shall have authority to grant options exercisable in
cumulative or non-cumulative installments. No option shall be
exercisable after the expiration of ten years from the date upon which
such option is granted. Notwithstanding anything to the contrary
contained herein, in the event of a Change in Control, all outstanding
options shall immediately become exercisable.
(b) Option Price - The option price per share shall be determined by the
Committee at the time an option is granted, and shall not be less than
the Fair Market Value of one share of Stock on the date the option is
granted.
(c) Exercise of Option -
(1) Options may be exercised only by proper written notice to the
Company or its duly authorized agent accompanied by the proper
amount of payment for the shares, as provided under Section
2.2(d) hereunder.
(2) No ISO granted prior to January 1, 1987 shall be exercised while
there is outstanding any other ISO previously granted to the
employee, pursuant to the Plan or any other plan of the Company
or any Subsidiary (or a predecessor of any such corporations) to
purchase shares of Stock or stock of any Subsidiary (or any
predecessor of any such corporations). For purposes of this
section, an ISO shall be treated as outstanding until such option
is exercised in full or expires by reason of the lapse of time.
An ISO shall be considered exercised in full when either the
underlying option or the related Stock Appreciation Right is
exercised.
(3) The Committee may postpone any exercise of an option or a Stock
Appreciation Right or the delivery of Stock following the lapse
of certain restrictions with respect to awards of Restricted
Stock for such time as the Committee in its discretion may deem
necessary, in order to permit the Company with reasonable
diligence (i) to effect or maintain registration of the Plan or
the shares issuable upon the exercise of the option or the Stock
Appreciation Right or the lapse of certain restrictions
respecting awards of Restricted Stock under the Securities Act of
1933, as amended, or the securities laws of any applicable
jurisdiction, or (ii) to determine that such shares and Plan are
exempt from such registration; the Company shall not be obligated
by virtue of any option agreement or any provision of the Plan to
recognize the exercise of an option or the exercise of a Stock
Appreciation Right or the lapse of certain restrictions
respecting awards of Restricted Stock to sell or issue shares in
violation of said Act or of the law of the government having
jurisdiction thereof. Any such postponement shall not extend the
term of an option; neither the Company nor its directors or
officers shall have any obligation or liability to the Optionee
of an option or Stock Appreciation Right, or to the Optionee's
Beneficiary with respect to any shares as to which the option or
Stock Appreciation Right shall lapse because of such
postponement.
(4) To the extent an option is not exercised for the total number of
shares with respect to which such options become exercisable, the
number of
unexercised shares shall accumulate and the option shall be
exercisable, to such extent, at any time thereafter, but in no
event later than ten years from the date the option was granted
or after the expiration of such shorter period (if any) which the
Committee may have established with respect to such option
pursuant to Subsection (a) of this Section 2.2.
(d) Payment of Purchase Upon Exercise - Payment for the shares as to which
an option is exercised shall be made in one of the following ways:
(1) payment in cash or if permitted by the Committee, by tendering
shares of Stock of the Company (by either actual delivery of
shares or by attestation, with such shares valued at Fair Market
Value as of the day of exercise) held by the purchaser for at
least six months; or in any combination thereof, as determined by
the Committee; or
(2) if permitted by the Committee, a Participant may elect to
authorize a third party to sell shares of Stock (or a sufficient
portion of the shares) acquired upon exercise of the option and
remit to the Company a sufficient portion of the sales proceeds
to pay the entire exercise price and any tax withholding
resulting from such exercise.
(e) Nontransferability - No option or Stock Appreciation Right granted
under the Plan shall be transferable other than by will or by the laws
of descent and distribution subject to Section 2.5 hereunder. During
the lifetime of an Optionee, an option or Stock Appreciation Right
shall be exercisable only by such Optionee.
(f) Laws and Regulations - The Committee shall have the right to condition
any issuance of shares to any Optionee or Participant hereunder on
such Optionee's or Participant's undertaking in writing to comply with
such restrictions on the subsequent disposition of such shares as the
Committee shall deem necessary or advisable as a result of any
applicable law or regulation. In the case of Stock issued or cash paid
upon exercise of options or associated Stock Appreciation Rights, or
payment of a Related Tax Benefit or the lapse of restrictions with
respect to Restricted Stock awarded to a Participant under the
Plan, the Optionee, Participant or other person receiving such Stock
or cash shall be required to pay to the Company or a Subsidiary the
amount of any taxes which the Company or Subsidiary is required to
withhold with respect to such Stock or cash. The Company or a
subsidiary may, in its sole discretion, permit an optionee or
participant or other person receiving such Stock or cash to satisfy
any federal, state or local (if any) tax withholding requirements, in
whole or in part by (i) delivering to the Company or subsidiary shares
of Stock held by such optionee, participant or other person having a
Fair Market Value equal to the amount of the tax or (ii) directing the
Company or subsidiary to retain Stock otherwise issuable to the
optionee, participant or other person under the Plan having a Fair
Market Value equal to the amount of the tax. If Stock is used to
satisfy tax withholding, such stock shall be valued based on the Fair
Market Value when the tax withholding is required to be made.
(g) Modification - The Committee shall have authority to modify an option
agreement without the consent of the Optionee, provided that such
modification does not affect the exercise price or otherwise
materially diminish the value of such option agreement to the
Optionee, and provided further, that except in connection with an
amendment to the Plan, the Committee shall not have authority to make
any modification to any particular option agreement that materially
increases the value of the option agreement to the Optionee.
2.3 Related Tax Benefit
(a) The Committee may, but shall not be required to designate an option,
either at date of grant of a Nonstatutory Stock Option or thereafter,
as being subject to a Related Tax Benefit. A Related Tax Benefit shall
be payable to the Optionee only upon the exercise of the option with
which it is associated and payment shall be made at the time of such
exercise. The conditions and limitations of a Related Tax Benefit
shall be determined by the Committee and the Committee shall have the
authority to amend the formula set forth in Subsection (s) of Section
1.2 at any time without the consent of the Optionee.
(b) On and after January 1, 1987, an Optionee may, with respect to any
unexercised Incentive Stock Option, apply to the Committee to elect to
convert, at the discretion of the Committee, such option to a
Nonstatutory Stock Option. The Committee may, but shall not be
required to, approve such conversion to a Nonstatutory Stock Option.
Effective upon approval of such conversion by the Committee, the
option that was an Incentive Stock Option prior to such conversion
shall cease to be an option described in Section 422A of the Code and
shall be deemed to be a Nonstatutory Stock Option. Following the
approval of such conversion, the Committee may, in accordance with the
provisions of Section 2.3(a), designate such Nonstatutory Stock Option
as being subject to a Related Tax Benefit in accordance with the
provisions of this Section 2.3.
(c) A Related Tax Benefit shall be payable in cash or, at the discretion
of the Committee, in Stock or a combination of cash and Stock such
that the sum of the amount of cash, if any, and the Fair Market Value
of the Stock (as of the date of exercise) is equal to the amount of
such Related Tax Benefit. Payment of any Related Tax Benefit shall be
subject to the provisions of Section 2.2(f) respecting the payment of
taxes which the Company or Subsidiary is required to withhold.
2.4 Stock Appreciation Rights
(a) The Committee may, but shall not be required to, grant a Stock
Appreciation Right to the Optionee either at the time an option is
granted or by amending the option agreement at any time during the
term of such option. A Stock Appreciation Right shall be exercisable
only during the term of the option with which it is associated. The
Stock Appreciation Right shall be an integral part of the option with
which it is associated and shall have no existence apart therefrom.
The conditions and limitations of the Stock Appreciation Right shall
be determined by the Committee and shall be set forth in the option
agreement or amendment thereto. An amendment granting a Stock
Appreciation Right shall not be deemed to be a grant of a new option
for purposes of the Plan.
(b) A Stock Appreciation Right may be exercised by:
(1) filing with the Secretary of the Company a written election,
which election shall be delivered by the Secretary to the
Committee specifying:
(i) the option or portion thereof to be surrendered; and
(ii) the percentage of the Appreciation which the Optionee
desires to receive in cash, if any; and
(2) surrendering such option for cancellation or partial
cancellation, as the case may be, provided, however, that any
election to receive any portion of the Appreciation in cash shall
be of no force or effect unless and until the Committee shall
have consented to such election.
(c) No election to receive any portion of the Appreciation in cash shall
be filed with the Secretary and no Stock Appreciation Right shall be
exercised to receive any cash unless such election and exercise shall
occur during the period (hereinafter referred to as the "Cash Window
Period") beginning on the third business day following the date of
release for publication by the Company of a regular quarterly or
annual statement of sales and earnings and ending on the twelfth
business day following such date. The Committee may consent to the
election of a holder to receive any portion of the Appreciation in
cash at any time after such election has been made. If such election
is consented to, the Stock Appreciation Right shall be deemed to have
been exercised during the Cash Window Period in which, or next
occurring after which, the Optionee completed all acts required of him
under the preceding paragraphs to exercise the Stock Appreciation
Right. Any Stock Appreciation Right exercised during said Cash Window
Period shall be valued and deemed exercised as of the date during such
Cash Window Period when the average of the high and low prices for the
shares of Stock as reported by the NYSE is the highest.
2.5 Exercise of Option or Stock Appreciation Right in the Event of Termination
of Employment or Death
(a) Options and associated Stock Appreciation Rights shall terminate
immediately upon the termination of the Optionee's employment with the
Company or a Subsidiary unless the option agreement of such Optionee
provides otherwise. The conditions established by the Committee in the
agreement for exercising options and Stock Appreciation Rights
following termination of employment are limited by the following
restrictions.
(1) If termination of employment is by reason of the death of the
Optionee, no exercise by the Optionee's Beneficiary may occur
more than two years after the Optionee's death.
(2) If termination of employment is the result of Disability or
Retirement, no exercise by the Optionee or his Beneficiary may
occur more than two years following such termination of
employment.
(3) If termination of employment is for a reason other than death,
Disability, Retirement or "involuntary termination for cause", no
exercise by the Optionee may occur more than three months
following such termination of employment. As used herein
"involuntary termination for cause" shall mean termination of
employment by reason of the Optionee's commission of a felony,
fraud or willful misconduct which has resulted, or is likely to
result, in substantial and material damage to the Company or its
Subsidiaries. Whether an involuntary termination is for "cause"
will be determined in the sole discretion of the Committee.
(b) If the Optionee should die after termination of employment, such
termination being for a reason other than Disability, Retirement or
involuntary termination for cause, but while the option is still
exercisable, the option or associated Stock Appreciation Right, if
any, may be exercised by the Beneficiary of the Optionee no later than
one year from the date of termination of employment of the Optionee.
(c) Under no circumstances may an option or Stock Appreciation Right be
exercised by an Optionee or Beneficiary after the expiration of the
term specified in the option agreement.
2.6 Awarding of Restricted Stock
(a) The Committee shall from time to time in its absolute discretion
select from among the eligible employees the Participants to whom
awards of Restricted Stock shall be granted and the number of shares
subject to such awards. Each award of Restricted Stock under the Plan
shall be evidenced by an instrument delivered to the Participant in
such form as the Committee shall prescribe from time to time in
accordance with the Plan. The Restricted Stock subject to such award
shall be registered in the name of the Participant and held in escrow
by the Committee during the Restricted Period (as defined herein).
(b) Upon the award to a Participant of shares of Restricted Stock pursuant
to Section 2.6(a), the Participant shall, subject to Subsection (c) of
this Section 2.6, possess all incidents of ownership of such shares,
including the right to receive dividends with respect to such shares
and to vote such shares.
(c) Shares of Restricted Stock awarded to a Participant may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, for a period
of five years, or such shorter period as the Committee shall
determine, from the date on which the award is granted (the
"Restricted Period"). The Committee may also impose such other
restrictions and conditions on the shares as it deems appropriate and
any attempt to dispose of any such shares of Restricted Stock in
contravention of such restrictions shall be null and void and without
effect. In determining the Restricted Period of an award, the
Committee may provide that the foregoing restrictions shall lapse with
respect to specified percentages of the awarded shares on successive
anniversaries of the date of such award. In no event shall the
Restricted Period end with respect to awarded shares prior to the
satisfaction by the Participant of any liability arising under Section
2.2(f).
(d) The restrictions described in Section 2.6(c) shall lapse upon the
completion of the Restricted Period with respect to specific shares of
Restricted Stock and the Participant's right to such shares shall vest
on such date or, if earlier, on the date that the Participant's
employment terminates on account of the death, Disability or
Retirement of the Participant. The Company shall deliver to the
Participant, or the Beneficiary of such Participant, if applicable,
within 30 days of the termination of the Restricted Period, the number
of shares of Stock that were awarded to the Participant as Restricted
Stock and with respect to which the restrictions imposed under Section
2.6(c) have lapsed, less any stock returned by the Company to satisfy
tax withholding pursuant to Section 2.2(f), if applicable.
(e) Except as provided in Sections 2.6(d) and (f), if the Participant's
continuous employment with the Company or a Subsidiary shall terminate
for any reason prior to the expiration of the Restricted Period of an
award, any shares remaining subject to restrictions shall thereupon be
forfeited by the Participant and
transferred to, and reacquired by, the Company or a Subsidiary at no
cost to the Company or Subsidiary.
(f) The Committee shall have the authority (and the instrument evidencing
an award of Restricted Stock may so provide) to cancel all or any
portion of any outstanding restrictions prior to the expiration of the
Restricted Period with respect to any or all of the shares of
Restricted Stock awarded to an employee hereunder on such terms and
conditions as the Committee may deem appropriate.
(g) In the event of a Change in Control, all restrictions on any
outstanding shares of Restricted Stock shall lapse as of the date of
such Change in Control.
ARTICLE III - GENERAL PROVISIONS
3.1 Authority
Appropriate officers of the Company designated by the Committee are
authorized to execute and deliver option agreements, and amendments
thereto, in the name of the Company, as directed from time to time by the
Committee.
3.2 Adjustments in the Event of Change in Common Stock of the Company
In the event of any change in the Stock of the Company by reason of any
stock dividend, stock split, recapitalization, reorganization, merger,
consolidation, split-up, combination, or exchange of shares, or rights
offering to purchase Stock at a price substantially below Fair Market
Value, or of any similar change affecting the Stock, the number and kind of
shares which thereafter may be obtained and sold under the Plan and the
number and kind of shares subject to options in outstanding option
agreements and the purchase price per share thereof and the number of
shares of Restricted Stock awarded pursuant to Section 2.6(a) with respect
to which all restrictions have not lapsed, shall be appropriately adjusted
consistent with such change in such manner as the Board in its discretion
may deem equitable to prevent substantial dilution or enlargement of the
rights granted to, or available for, Participants in the Plan. Any
fractional shares resulting from such adjustments shall be eliminated.
However, without the consent of the Optionee, no adjustment shall be made
in the terms of an ISO which would disqualify it from treatment under
Section 421(a) of the Code or would be considered a modification, extension
or renewal of an option under Section 425(h) of the Code.
3.3 Rights of Employees
The Plan and any option or award granted under the Plan shall not confer
upon any Optionee or Participant any right with respect to continuance of
employment by the Company or any Subsidiary nor shall they interfere in any
way with the right of the Company or Subsidiary by which an Optionee or
Participant is employed to terminate his employment at any time. The
Company shall not be obligated to issue Stock pursuant to an option or an
award of Restricted Stock for which the restrictions hereunder have lapsed
if such issuance would constitute a violation of any applicable law. No
Optionee shall have any rights as a stockholder with respect to any shares
subject to his option prior to the date of issuance to such optionee of a
certificate or certificates for such shares. Except as provided herein, no
Participant shall have any rights as a stockholder with respect to any
shares of Restricted Stock awarded to such participant.
3.4 Amendment, Suspension and Discontinuance of the Plan
The Board may from time to time amend, suspend or discontinue the Plan,
provided that the Board may not, without the approval of the holders of a
majority of the outstanding shares entitled to vote, take any of the
following actions unless such actions fall within the provisions of Section
3.2 herein:
(a) increase the number of shares reserved for options pursuant to Section
1.5;
(b) alter in any way the class of persons eligible to participate in the
Plan;
(c) permit the granting of any option at an option price less than that
provided under Section 2.2(b) hereof; or
(d) extend the term of the Plan or the term during which any option may be
granted or exercised.
No amendment, suspension or discontinuance of the Plan shall impair an
Optionee's rights under an option previously granted to an Optionee without
the Optionee's consent.
3.5 Governing Law
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Connecticut.
3.6 Effective Date of the Plan
The Plan as amended and restated shall be effective on January 1, 1987,
subject to the requisite approval of stockholders. No option shall be
granted pursuant to this Plan later than April 15, 1995, but options
granted before such date may extend beyond it in accordance with their
terms and the terms of the Plan.