LONG-TERM INCENTIVE COMPENSATION PLAN
(As amended effective April 27, 1999)
1. PURPOSE. The purpose of Wells Fargo & Company's Long-Term Incentive
Compensation Plan (the "Plan") is to motivate key employees to
produce a superior return to the stockholders of Wells Fargo &
Company by offering them an opportunity to participate in
stockholder gains, by facilitating stock ownership and by rewarding
them for achieving a high level of corporate financial performance.
The Plan is also intended to facilitate recruiting and retaining
talented executives for key positions by providing an attractive
capital accumulation opportunity.
2. DEFINITIONS.
2.1 The following terms, whenever used in this Plan, shall have the
meanings set forth below:
(a) "Affiliate" means any corporation or limited liability
company, a majority of the voting stock or membership
interests of which is directly or indirectly owned by the
Company, and any partnership or joint venture designated by
the Committee in which any such corporation or limited
liability company is a partner or joint venturer.
(b) "Award" means a grant made under this Plan in the form of
Performance Shares, Restricted Stock, Stock Options,
Performance Units, Stock Appreciation Rights, or Stock.
(c) "Board" means the Board of Directors of the Company.
(d) "Committee" means a committee selected by the Board and
consisting of two or more members of the Board.
(e) "Company" means Wells Fargo & Company, a Delaware
corporation formerly known as Norwest Corporation.
(f) "Employee" means a regular salaried employee (including an
officer or director who is also an employee) of the Company or
an Affiliate.
(g) "Fair Market Value" as of any date means the immediately
preceding trading day's closing price of a share of Stock as
reported by the consolidated tape of the New York Stock
Exchange.
(h) "Incentive Stock Option" means any Option designated as such
and granted in accordance with the requirements of Section
422A of the Internal Revenue Code of 1986, as amended.
(i) "Non-Qualified Stock Option" means an Option other than an
Incentive Stock Option.
(j) "Option" means a right to purchase Stock.
(k) "Participant" means a person designated by the Committee to
receive an Award under the Plan who is an Employee at the time
of such designation.
(l) "Performance Cycle" means the period of time of not fewer than
two years nor more than five years as specified by the
Committee over which Performance Shares or Performance Units
are to be earned.
(m) "Performance Shares" means an Award made pursuant to Section 6
which entitles a Participant to receive Shares, their cash
equivalent or a combination thereof based on the achievement
of performance targets during a Performance Cycle.
(n) "Performance Units" means an Award made pursuant to Section 6
which entitles a Participant to receive cash, Stock or a
combination thereof based on the achievement of performance
targets during a Performance Cycle.
(o) "Plan" means this Long-Term Incentive Compensation Plan, as
amended from time to time.
(p) "Restricted Stock" means Stock granted under Section 7 that is
subject to restrictions imposed pursuant to said Section.
(q) For all Awards outstanding on November 2, 1998, "Retirement"
means retirement which would entitle a Participant to a
benefit under Section 6.1 or Section 6.2 of the Norwest
Corporation Pension Plan or under Section 4.1 or Section 4.2
of the Norwest Financial Pension Plan if such plans had
remained in effect under their terms as of November 2, 1998.
For all Awards granted subsequent to November 2, 1998,
"Retirement" means termination of employment after reaching
the earlier of (i) age 55 with 10 completed years of service,
or (ii) 80 points (with one point credited for each completed
age year and one point credited for each completed year of
service), or (iii) age 65. For purposes of this definition, a
Participant is credited with one year of service after
completion of each full 12-month period of employment with the
Company or an Affiliate as determined by the Company or
Affiliate.
(r) "Share" means a share of Stock.
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(s) "Stock" means the common stock, $1-2/3 par value per share, of
the Company.
(t) "Stock Appreciation Right" means the right to receive a
payment in cash or in Stock or a combination thereof in an
amount equal to the excess of the Fair Market Value of the
Stock at the time of exercise over the Fair Market Value of
the Stock at the time of grant.
(u) "Successor" means the legal representative of the estate of a
deceased Participant or the person or persons who may acquire
the right to exercise an Option or to receive Shares issuable
in satisfaction of an Award, by bequest or inheritance.
(v) "Term" means the period during which an Option or Stock
Appreciation Right may be exercised or the period during which
the restrictions placed on Restricted Stock are in effect.
2.2 GENDER AND NUMBER. Except when otherwise indicated by context,
reference to the masculine gender shall include, when used, the
feminine gender and any term used in the singular shall also include
the plural.
3. ADMINISTRATION. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee shall have
exclusive power to determine when and to whom Awards will be
granted, the form of each Award, the amount of each Award, and any
other terms or conditions of each Award. The Committee's
interpretation of the Plan and of any Awards made under the Plan
shall be final and binding on all persons with an interest therein.
The Committee shall have the authority, subject to the provisions of
the Plan, to establish, adopt and revise rules and regulations
relating to the Plan as it may deem necessary or advisable for the
administration of the Plan.
4. SHARES AVAILABLE UNDER THE PLAN; LIMITATION ON AWARDS. The maximum
number of Shares that may be issued under this Plan on and after
April 27, 1999 (in addition to Shares which prior to April 27, 1999
were subject to Awards) shall not exceed the sum of (i) the number
of Shares available for, but not yet subject to, an Award as of
April 27, 1999, plus (ii) 40,000,000 Shares. These Shares may
consist, in whole or in part, of authorized but unissued Stock or
treasury Stock not reserved for any other purpose. Any Shares
subject to the terms and conditions of an Award under this Plan
which are forfeited or not issued because the terms and conditions
of the Award are not met or for which payment is not made in Stock
and any Shares which are used for full or partial payment of the
purchase price of Shares with respect to which an Option is
exercised may again be used for an Award under the Plan. No
Employee may be awarded in any calendar year Options or Stock
Appreciation Rights covering an aggregate of
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more than 7,000,000 Shares. On and after the date referred to in clause
(i) above, no more than five percent of the sum of the numbers of Shares
described in clauses (i) and (ii) above shall be issued pursuant to
Awards of unrestricted Stock not granted in lieu of salary, cash bonus or
other cash compensation, Awards of Performance Shares or Performance
Units earned over a Performance Cycle of less than three years, and
Awards of Restricted Stock having Terms of less than three years at the
time of grant.
5. PARTICIPATION. Participation in the Plan shall be limited to key
Employees of the Company or an Affiliate selected by the Committee.
Participation is entirely at the discretion of the Committee, and is
not automatically continued after an initial period of
participation.
6. PERFORMANCE SHARES AND PERFORMANCE UNITS. An Award of Performance
Shares or Performance Units under the Plan shall entitle the
Participant to future payments or Shares or a combination thereof
based upon the achievement of pre-established performance targets.
6.1 AMOUNT OF AWARD. The Committee shall establish a maximum
amount of a Participant's Award, which amount shall be
denominated in Shares in the case of Performance Shares or in
dollars in the case of Performance Units.
6.2 COMMUNICATION OF AWARD. Written notice of the maximum amount of a
Participant's Award and the Performance Cycle determined by the
Committee shall be given to a Participant as soon as practicable
after approval of the Award by the Committee.
6.3 AMOUNT OF AWARD PAYABLE. The Committee shall establish maximum and
minimum performance targets to be achieved during the applicable
Performance Cycle. Performance targets established by the Committee
shall relate to corporate, group, unit or individual performance and
may be established in terms of earnings, growth in earnings, ratios
of earnings to equity or assets, or such other measures or standards
determined by the Committee. Multiple performance targets may be
used and the components of multiple performance targets may be given
the same or different weighting in determining the amount of an
Award earned, and may relate to absolute performance or relative
performance measured against other groups, units, individuals or
entities. Achievement of the maximum performance target shall
entitle the Participant to payment (subject to Section 6.5) at the
full or maximum amount specified with respect to the Award;
provided, however, that notwithstanding any other provisions of this
Plan, in the case of an Award of Performance Shares the Committee in
its discretion may establish an upper limit on the amount payable
(whether in cash or Stock) as a result of the achievement
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of the maximum performance target. The Committee may also
establish that a portion of a full or maximum amount of a
Participant's Award will be paid (subject to Section 6.5) for
performance which exceeds the minimum performance target but falls
below the maximum performance target applicable to such Award.
6.4 ADJUSTMENTS. At any time prior to payment of a Performance Share or
Performance Unit Award, the Committee may adjust previously
established performance targets or other terms and conditions to
reflect events such as changes in law, regulation, or accounting
practice, or mergers, acquisitions or divestitures.
6.5 PAYMENT OF AWARDS. Following the conclusion of each Performance
Cycle, the Committee shall determine the extent to which performance
targets have been attained, and the satisfaction of any other terms
and conditions with respect to an Award relating to such Performance
Cycle. The Committee shall determine what, if any, payment is due
with respect to an Award and whether such payment shall be made in
cash, Stock or some combination. Payment shall be made in a lump
sum or installments, as determined by the Committee, commencing as
promptly as practicable following the end of the applicable
Performance Cycle, subject to such terms and conditions and in such
form as may be prescribed by the Committee. Payment in Stock may be
in Restricted Stock.
6.6 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee before the end of a Performance Cycle by reason of his
death, permanent disability or Retirement, the Performance Cycle for
such Participant for the purpose of determining the amount of Award
payable shall end at the end of the calendar quarter immediately
preceding the date on which such Participant ceased to be an
Employee. The amount of an Award payable to a Participant to whom
the preceding sentence is applicable shall be paid at the end of the
Performance Cycle and shall be that fraction of the Award computed
pursuant to the preceding sentence the numerator of which is the
number of calendar quarters during the Performance Cycle during all
of which said Participant was an Employee and the denominator of
which is the number of full calendar quarters in the Performance
Cycle. Upon any other termination of employment of a Participant
during a Performance Cycle, participation in the Plan shall cease
and all outstanding Awards of Performance Shares or Performance
Units to such Participant shall be cancelled.
7. RESTRICTED STOCK AWARDS. An Award of Restricted Stock under the
Plan shall consist of Shares subject to restrictions on transfer,
conditions of forfeiture, and such other terms and conditions as the
Committee shall determine.
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7.1 AGREEMENTS. An Award of Restricted Stock shall be evidenced by a
Restricted Stock agreement in such form and not inconsistent with
this Plan as the Committee shall approve from time to time, which
shall include the following terms and conditions:
(a) RESTRICTIONS. A statement of the terms, conditions, and
restrictions to which the Restricted Stock awarded is subject,
including, without limitation, terms requiring forfeiture and
imposing restriction on transfer for such Term or Terms as
shall be determined by the Committee subject to the provisions
of this Plan. The Committee shall have the authority to
permit in its discretion an acceleration of the expiration of
the applicable Term with respect to any part or all of the
Restricted Stock awarded to a Participant in connection with
severance arrangements or changes in law, regulation or
accounting practice.
(b) LAPSE OF RESTRICTIONS. A statement of the terms and any other
conditions upon which any restrictions upon Restricted Stock
awarded shall lapse, as determined by the Committee subject to
the provisions of this Plan. Upon the lapse of the
restrictions, Shares free of restrictive legend, if any, shall
be issued to the Participant or his Successor.
7.2 TERM. Subject to acceleration of the expiration of the Term as
provided in or permitted by this Plan, the minimum Term for
Restricted Stock shall be three years unless the lapse of
restrictions is conditioned on the achievement of one or more pre-
established performance targets, in which case the minimum Term
shall be not less than one year, or the Restricted Stock is granted
in lieu of salary, cash bonus or other cash compensation, in which
case there may be no minimum Term.
7.3 NONTRANSFERABILITY. Restricted Stock awarded, and the right to vote
such Restricted Stock and to receive dividends thereon, may not be
sold, assigned, transferred, exchanged, pledged, or otherwise
encumbered, during the Term applicable to the Award. A Participant
with a Restricted Stock Award shall have all the other rights of a
stockholder including, but not limited to, the right to receive
dividends and the right to vote the Shares.
7.4 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee prior to the lapse of restrictions by reason of his death,
permanent disability or Retirement, all restrictions on Shares of
Restricted Stock held for his benefit shall immediately lapse. Upon
any other termination of employment prior to the lapse of
restrictions, participation in the Plan
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shall cease and all Shares of Restricted Stock held for the benefit
of a Participant shall be forfeited by the Participant.
7.5 CERTIFICATES. Each certificate issued in respect to an Award of
Restricted Stock shall be deposited with the Company or its designee
and may, at the election of the Committee, bear the following
legend:
"This certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture
provisions and restrictions against transfer) contained in
the Long-Term Incentive Compensation Plan and an Agreement
entered into between the registered owner and Wells Fargo &
Company. Release from such terms and conditions shall obtain
only in accordance with the provisions of the Plan and
Agreement, a copy of each of which is on file in the office
of the Secretary of Wells Fargo & Company."
8. STOCK AWARDS. Awards of Stock without restrictions may be made
according to terms and conditions established by the Committee.
9. STOCK OPTIONS.
9.1 AGREEMENTS. An Award of an Option shall be evidenced by a document
or other communication containing such terms and conditions as the
Committee shall approve from time to time, which terms and
conditions shall include the following:
(a) TYPE OF OPTION; NUMBER OF SHARES. A statement identifying the
Option represented thereby as an Incentive Stock Option or
Non-Qualified Stock Option, as the case may be, and the number
of Shares to which the Option applies.
(b) OPTION PRICE. A statement of the purchase price of the Stock
subject to Option which shall not be less than the Fair Market
Value, and in any event not less than the par value, of the
Stock on the date the Option is granted.
(c) EXERCISE TERM. A statement of the Term of each Option granted
as established by the Committee, provided that no Option shall
be exercisable after ten years from the date of grant. The
Committee shall have the authority to permit an acceleration
of previously established Terms, at its discretion.
(d) PAYMENT FOR SHARES. A statement that the purchase price of
the Shares with respect to which an Option is exercised shall
be payable at the time of exercise in accordance with
procedures established by
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the Company. The purchase price may be payable in cash, in
Stock having a Fair Market Value on the date the Option is
exercised equal to the Option price of the Stock being
purchased pursuant to the Option, or a combination thereof,
as the Committee shall determine. The Committee may, either
at the time the Option is granted or any time before it is
exercised, subject to such limitations as the Committee may
determine, authorize payment of the purchase price of the
Option by delivery to the Company of irrevocable instructions
to a broker, or some other communication acceptable to the
Company, requiring prompt delivery to the Company of the
amount of sale proceeds to pay the Option purchase price and
all applicable withholding taxes resulting from such exercise.
(e) NONTRANSFERABILITY. Each Option agreement shall state that
the Option is not transferable other than by will, the laws of
descent and distribution or by the Participant designating a
beneficiary in accordance with this Section 9.1(e). During
the lifetime of the Participant, Options may be exercised only
by the Participant or by the Participant's legal
representative. The Participant may, by completing and
signing a written beneficiary designation form which is
delivered to and accepted by the Company, designate a
beneficiary to exercise and receive any outstanding Options
(and all outstanding Stock Appreciation Rights granted in
conjunction with Options) upon the Participant's death. If at
the time of the Participant's death there is not on file a
fully effective beneficiary designation form, or if the
designated beneficiary did not survive the Participant, the
legal representative of the Participant's estate shall have
the right to exercise the Option.
(f) INCENTIVE STOCK OPTIONS. In the case of an Incentive Stock
Option, each Option agreement shall be subject to any terms,
conditions and provisions as the Committee determines
necessary or desirable in order to qualify the Option as an
Incentive Stock Option (within the meaning of Section 422A of
the Internal Revenue Code of 1986, or any amendment or
regulation pertaining to it) or any other law or regulation
providing special tax treatment for stock options and related
stock. Provided, however, that the aggregate Fair Market
Value (as determined at the effective date of the grant) of
the Stock with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any
calendar year shall not exceed $100,000.
9.2 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.
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(a) If a Participant ceases to be an Employee by reason of
his death, permanent disability or Retirement, each
outstanding Option shall become exercisable to the
extent and for such period or periods determined by the
Committee but not beyond the expiration date of said
Option. If a Participant dies before exercising all
outstanding Options, the outstanding Options shall be
exercisable by the Participant's beneficiary determined
in accordance with Section 9.1(e).
(b) If a Participant ceases to be an Employee by reason of
his death, permanent disability or Retirement, each
outstanding Stock Appreciation Right granted in
conjunction with an Option shall become exercisable to
the extent and for such period or periods determined by
the Committee but not beyond the expiration date of said
Stock Appreciation Right. If a Participant dies before
exercising all outstanding Stock Appreciation Rights
granted in conjunction with Options, said outstanding
Stock Appreciation Rights shall be exercisable by the
Participant's beneficiary determined in accordance with
Section 9.1(e).
9.3 TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH, DISABILITY,
OR RETIREMENT. Except as otherwise determined by the Committee, in
the event a Participant ceases to be an Employee for any reason
other than his death, permanent disability or Retirement, all rights
of the Participant under this Plan shall immediately terminate
without notice of any kind.
10. STOCK APPRECIATION RIGHTS. An Award of a Stock Appreciation Right shall
entitle the Participant, subject to terms and conditions determined by the
Committee, to receive upon exercise of the right all or a portion of the
excess of (i) the Fair Market Value of a specified number of Shares at the
time of exercise over (ii) a specified price which shall not be less than
100% of the Fair Market Value of the Shares at the time of grant. Stock
Appreciation Rights may be granted in connection with a previously or
contemporaneously granted Option, or independent of any Option. If issued
in connection with an Option, the Committee may impose a condition that
exercise of a Stock Appreciation Right cancels the Option with which it is
connected. A Stock Appreciation Right may not be exercised at any time
when the Fair Market Value of the Shares of Stock to which it relates does
not exceed the exercise price of the Option associated with those Shares.
10.1 AGREEMENT. An Award of a Stock Appreciation Right shall be
evidenced by a Stock Appreciation Right agreement in such form and
not inconsistent with this Plan as the Committee shall approve from
time to time, which shall include a statement of the Term within
which the Stock Appreciation Right may be exercised subject to terms
and conditions
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prescribed by the Committee, provided that no Stock Appreciation
Right shall be exercisable after ten years from the date of grant.
The Committee shall have the authority to permit an acceleration
of previously established exercise Terms.
10.2 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.
If a Participant ceases to be an Employee by reason of his death,
permanent disability or Retirement, each Stock Appreciation Right
then outstanding which was granted independent of any Option shall
become exercisable to the extent and for such period or periods
determined by the Committee but not beyond the expiration date of
said Stock Appreciation Right.
10.3 TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH, DISABILITY,
OR RETIREMENT. Except as otherwise determined by the Committee, in
the event a Participant ceases to be an Employee for any reason
other than his death, permanent disability or Retirement, all rights
of the Participant under this Plan shall immediately terminate
without notice of any kind.
10.4 PAYMENT. Upon exercise of a Stock Appreciation Right, payment shall
be made in the form of cash or Stock or some combination thereof as
determined by the Committee. However, notwithstanding any other
provisions of this Plan, in no event may the payment (whether in
cash or Stock) upon exercise of a Stock Appreciation Right exceed an
amount equal to 100% of the Fair Market Value of the Shares at the
time of grant.
11. NONTRANSFERABILITY OF RIGHTS. Except as otherwise set forth in this
Plan, no rights under any Award will be transferable other than by
will or the laws of descent and distribution, and the rights and the
benefits of any Award may be exercised and received during the
lifetime of the Participant only by the Participant or by the
Participant's legal representative.
12. TERMINATION OF EMPLOYMENT.
12.1 Transfers of employment between the Company and an Affiliate, or
between Affiliates, will not constitute termination of employment
for purposes of any Award.
12.2 The Committee may specify in the agreement relating to an Award
whether any authorized leave of absence or absence for military or
government service or for any other reasons will constitute a
termination of employment for purposes of the Award and the Plan.
13. REORGANIZATION. If substantially all of the assets of the Company
are acquired by another corporation or in case of a reorganization
of the Company involving the
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acquisition of the Company by another entity, then as to each Participant
who is an Employee immediately prior to the consummation of the
transaction:
(a) All outstanding Options and Stock Appreciation Rights shall
become exercisable immediately prior to the consummation of
the transaction.
(b) All restrictions with respect to Restricted Stock shall lapse
immediately prior to the consummation of the transaction.
(c) All Performance Cycles for the purpose of determining the
amounts of Awards of Performance Shares and Performance Units
payable shall end at the end of the calendar quarter
immediately preceding the consummation of the transaction.
The amount of an Award payable shall be that fraction of the
Award computed pursuant to the preceding sentence the
numerator of which is the number of calendar quarters
completed in the Performance Cycle through the end of the
calendar quarter immediately preceding the consummation of the
transaction and the denominator of which is the number of full
calendar quarters in the Performance Cycle. The amount of an
Award payable shall be paid within sixty days after
consummation of the transaction.
The Committee shall take such action as in their discretion may be
necessary or advisable to carry out the provisions of this Section.
14. BOARD CHANGES. On the date that a majority of the Board shall be
persons other than persons (a) for whose election proxies shall have
been solicited by the Board or (b) who are then serving as directors
appointed by the Board to fill vacancies on the Board caused by
death or resignation (but not by removal) or to fill newly-created
directorships, then as to any Participant who is an Employee
immediately prior to said date and who ceases to be an Employee
within six months after said date for any reason other than as a
result of death, permanent disability or Retirement:
(i) All outstanding Options and Stock Appreciation Rights shall
become immediately exercisable and may be exercised at any
time within six months after the Participant ceases to be an
Employee.
(ii) All restrictions with respect to Restricted Stock shall lapse
and Shares free of restrictive legend shall be delivered to
the Participant.
(iii) All Performance Cycles for the purpose of determining the
amounts of Awards of Performance Shares and Performance Units
payable shall end at the end of the calendar quarter
immediately preceding the date on which said Participant
ceased to be an Employee. The amount of an Award payable to
said Participant shall be that fraction of the Award
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computed pursuant to the preceding sentence the numerator of which
is the number of calendar quarters during the Performance Cycle
during all of which said Participant was an Employee and the
denominator of which is the number of full calendar quarters in
the Performance Cycle. The amount of an Award payable shall be
paid within sixty days after said Participant ceases to be an
Employee.
The Committee shall take such action as in their discretion may be
necessary or advisable to carry out the provisions of this Section.
15. EFFECTIVE DATE OF THE PLAN.
15.1 EFFECTIVE DATE. The Plan shall become effective as of September 25,
1984 upon the approval and ratification of the Plan by the
affirmative vote of the holders of a majority of the outstanding
Shares of Stock present or represented and entitled to vote in
person or by proxy at a meeting of the stockholders of the Company.
15.2 DURATION OF THE PLAN. The Plan shall remain in effect until all
Stock subject to it shall be distributed, until the Term of all
Options or Stock Appreciation Rights granted under this Plan shall
expire, until all restrictions on Restricted Stock granted under
this Plan shall lapse, or until the Performance Cycle for any
Performance Shares or Performance Units awarded under this Plan
shall end.
16. RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan shall confer
upon any Participant the right to continue in the employment of the
Company or any Affiliate or affect any right which the Company or
any Affiliate may have to terminate employment of the Participant.
17. WITHHOLDING TAXES. The Company and its Affiliates shall have the
right to deduct from all payments under this Plan, whether in cash
or in Stock, an amount necessary to satisfy any federal, state or
local withholding tax requirements.
18. DEFERRAL OF PAYMENTS. The Company may, from time to time, establish
rules and conditions under which a Participant may defer the payment
of Awards. Such terms and conditions shall be included in a
deferral agreement signed by a Participant electing such deferral.
19. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board or
Committee may at any time terminate, suspend or modify the Plan,
except that the Board or Committee will not, without authorization
of the stockholders of the Company, effect any change (other than
through adjustment for changes in capitalization as provided in
Section 20) which will:
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(a) Increase the total amount of Stock which may be awarded under
the Plan.
(b) Change the class of Employees eligible to participate in the
Plan.
(c) Withdraw the administration of the Plan from the Committee.
(d) Permit any person, while a member of the Committee, to be
eligible to participate in the Plan.
(e) Extend the duration of the Plan.
No termination, suspension, or modification of the Plan will
adversely affect any right acquired by any Participant or any
Successor under an Award granted before the date of termination,
suspension, or modification, unless otherwise agreed to by the
Participant; but it will be conclusively presumed that any
adjustment for changes in capitalization provided for in Section 20
does not adversely affect any right.
20. ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Any change in the number
of outstanding Shares occurring through Stock splits, reverse Stock
splits, or Stock dividends after the grant of an Award will be
reflected proportionately in the aggregate number of Shares then
available for Awards and in the number of Shares subject to Awards
then outstanding; and a proportionate change will be made in the per
share Option price as to any outstanding Options. Any fractional
Shares resulting from adjustments will be rounded to the nearest
whole Share.
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