EXHIBIT
FIRSTAR CORPORATION
1998 EXECUTIVE STOCK INCENTIVE PLAN
(ADOPTED ORIGINALLY IN DECEMBER 1996
AND AS AMENDED THROUGH DECEMBER 1998)
1. Name and Purpose. This Plan was adopted originally by Star Banc
Corporation in December 1996 and, as adopted and amended through December
1998 by its successor, Firstar Corporation, shall be known as the Firstar
Corporation 1998 Stock Incentive Plan (the "Plan"). The purpose of the Plan
is to advance the interests of Firstar Corporation (the "Corporation") by
providing material incentive for the continued services of directors,
advisory directors and key employees and by attracting able individuals to
serve as directors and advisory directors of the Corporation and by
attracting able personnel to employment with the Corporation and its
Subsidiaries. The term "Subsidiary" as used herein means a subsidiary
corporation of the Corporation as the term is defined in Section 424(f) of
the Internal Revenue Code of 1986 as amended (the "Code").
2. 1986 and 1991 Stock Incentive Plans. The 1986 Stock Incentive
Plan (the 1986 Plan) and the 1991 Stock Incentive Plan (the 1991 Plan)
adopted by the Corporation's successor, Star Banc Corporation, are hereby
amended and restated in their entirety so that their terms and conditions
match exactly as the terms and conditions of this Plan, with the exception
that the number of shares authorized under each such Plan and the
termination date of each such Plan, shall remain unchanged. Grants of
remaining authorized shares under the 1986 Plan and the 1991 Plan, and
administration of awards made under those Plans, shall be governed by the
terms and conditions set forth therein. In the event of a conflict between
the terms and conditions of the 1986 and 1991 Plans, and those set forth
herein, this document shall govern.
3. Administration. The Plan shall be administered by the
Compensation Committee (the "Committee") of the Board of Directors of the
Corporation. The Committee shall consist of at least two members of the
Board of Directors, each of whom is a "Non-Employee Director" as defined in
Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "1934 Act"), as such Rule may be
amended from time to time or any successor rule thereto. To the extent that
it is desired that compensation resulting from the grant of a particular
Option be excluded from the deduction limitation of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), all directors
comprising the Committee granting such Option also shall be "outside
directors" within the meaning of Code Section 162(m). The Committee may
establish, subject to the provisions of the Plan, such rules and regulations
as it deems necessary for the proper administration of the Plan, and make
such determinations and take such action in connection therewith, or in
relation to the Plan as it deems necessary or advisable, consistent with the
Plan.
4. Eligibility. Directors of the Corporation and its Subsidiaries,
and advisory directors of the Regional Advisory Boards established by the
Corporation (collectively, "Directors"), and regular employees of the
Corporation and its Subsidiaries who are key employees, including officers,
whether or not Directors (collectively, "Eligible Employees") shall be
eligible to participate in the Plan.
5. Shares Subject to the Plan.
(a) The shares to be issued and delivered by the Corporation
under the Plan are the Corporation's common shares, $0.01 par value, which
may be either authorized but unissued shares or treasury shares.
(b) The aggregate number of common shares of the Corporation
which may be issued under the Plan (excluding those previously authorized
under the 1986 and 1991 Plans) shall not exceed seven million, five hundred
thousand (7,500,000) shares; subject, however, to the adjustment provided in
Paragraph 14 in the event of stock splits, stock dividends, exchanges of
shares or the like occurring after the effective date of this Plan. No
option may be granted under this Plan, no Restricted Shares may be allocated
under this Plan, and no Performance awards payable in common stock can be
paid under this Plan which could cause such maximum limit to be exceeded.
(c) The maximum number of shares with respect to which options
may be granted to any individual during any one year period is 600,000.
(d) Common shares covered by an option which is no longer
exercisable with respect to such shares shall again be available for
issuance in connection with other options granted under this Plan. Common
shares repurchased by the Corporation as provided in Paragraph 12, in
respect of which no benefits of ownership have been received, shall again be
available for issuance in connection with other allocations of Restricted
Shares under this Plan.
6. Grant of Options. The Committee may from time to time, in its
discretion and subject to the provisions of the Plan, grant options to any
or all Directors and Eligible Employees. With respect to Eligible Employees
who are not subject to the provisions of Section 16 of the 1934 Act or
Section 162(m) of the Code, options may be so granted by the Chief Executive
Officer of the Corporation as the designee of the Committee. Directors and
Employees to whom options have been granted are herein referred to as
"Optionees". Each option shall be embodied in an "Option Agreement" signed
by the Optionee and the Corporation providing that the option shall be
subject to the provisions of this Plan and containing such other provisions
as the Committee may prescribe not inconsistent with the Plan. Option grants
shall specify whether the grant is made in the Optionee's capacity as a
Director or as an Eligible Employee.
7. Terms and Conditions of Option. All options granted under the
Plan shall contain such terms and conditions as the Committee from time to
time determines, subject to the foregoing and following limitations and
requirements.
(a) Form of Option: Incentive Options and Non-Qualified
Options may be granted under this Plan. An "Incentive Option" shall mean an
option granted under this Plan which is designated to be an incentive stock
option under the provisions of Code Section 422; and any provisions
elsewhere in this Plan or in any such Incentive Option which would prevent
such options from being an incentive stock option may be deleted and/or
voided retroactively to the date of the granting of such option, by action
of the Committee. A "Non-Qualified Option" shall mean an option granted
under this Plan which is not an incentive stock option under the provisions
of Code Section 422, and which is exercisable even though there is
outstanding an Incentive Option which was granted before the granting of the
Non-Qualified Option to the same Options. Such Non-Qualified Option shall
not be affected by any actions taken retroactively as provided above with
respect to Incentive Options.
(b) Option Price: The option price per share of an Incentive
Option and of a Non-Qualified Option granted to a Director shall not be less
than 100% of the fair market value of the Corporation's common shares on the
date the option is granted, as determined by the Committee in a manner
consistent with the requirements of the Code for incentive stock options.
(c) Period Within Which Options May Be Exercised: The period
of each optionprior to the expiration of one year after the date of granting
the Incentive Option, and no option, whether an Incentive Option or a Non-
Qualified Option, may be exercised after the expiration of ten years from
the date the option is granted.
(d) Termination of Option by Reason of Termination of
Employment: Except as otherwise provided by the Committee, either by
Committee action or by provision in any option or other agreement to which
an Optionee is party, if an Optionee's employment with the Corporation and
its Subsidiaries terminates, all options granted under this Plan to such
Optionee which are not exercisable on the date of such termination of
employment shall terminate immediately. Any remaining options shall
terminate if not exercised before the expiration of the following periods,
or at such earlier time as may be applicable under Paragraph 7(c) above:
(i) if the option is a Non-Qualified Option, three (3)
months immediately following such termination of employment (unless the
termination is for cause, in which case the options shall terminate
immediately upon termination of employment), if such termination was not a
result of early or normal retirement ( as determined by the chief executive
officer of the Corporation), death or if the Optionee is disabled (as
defined in Code Section 422( c )( 6) --hereinafter "Disability") of the
Optionee; or
(ii) if the option is an Incentive Option, three (3)
months immediately following such termination of employment (unless the
termination is for cause, in which case the options shall terminate
immediately upon termination of employment), if such termination was not a
result of early or normal retirement ( as determined by the chief executive
officer of the Corporation), death or Disability of the Optionee; or
(iii) for all options, one (1) year immediately following
the date of early or normal retirement (as determined by the chief executive
officer of the Corporation), death or commencement of Disability, if the
Optionee was an employee of the Corporation and/or any Subsidiary at the
time of his death or the commencement of Disability or for Non-Qualified
Options at such later time as the Committee deems appropriate.
(e) Termination of Option by Reason of Termination of
Directorship: Upon termination of status as a Director, each Optionee shall
have one (1) year following the date of termination or such later time as
the Committee deems appropriate to exercise options granted and fully vested
under this Plan. Except as provided in Paragraphs 15 and 16 of this Plan, no
unvested option will vest after the date on which Director status
terminates.
(f) Non-transferability; Exceptions: Each option and all
rights thereunder shall be exercisable during the Optionee's lifetime only
by the Optionee and shall be non-assignable and non-transferable by the
Optionee, except that a Non-Qualified Option may be transferred pursuant to
a "domestic relations order" as defined in Section 414(p)(1)(B) of the Code.
In the event of the Optionee's death, such options and rights thereunder are
transferable by his will or by the laws of descent and distribution. In the
event the death of an Optionee occurs, the representative or representatives
of the Optionee's estate, or the person or persons who acquired (by bequest
or inheritance) the rights to exercise his stock options granted under this
Plan, may exercise any of the unexercised options in whole or in part prior
to the expiration of the applicable exercise period, as specified in
Paragraph 7( d) above.
(g) More than One Option Granted to an Optionee: More than one
option, and more than one form of option, may be granted to an Optionee
under this Plan; provided, however, that the aggregate fair market value
(determined as of the time the option is granted) of the shares for which
Incentive Options are exercisable for the first time by any Optionee during
any calendar year (under the Plan and all such plans of the Corporation and
any parent or subsidiary corporation) shall not exceed $100,000 or any other
limit established by the Code. A single option grant may include both an
Incentive Option and a Non-Qualified Option.
8. Method of Exercise of Options. An Optionee may exercise a stock
option by delivering an option exercise form to the Committee, and arranging
for the satisfaction of the exercise price and any tax withholding
obligation ( as provided in Paragraph 20). The exercise price and tax
withholding obligation may be satisfied ( i) by check; ( ii) by delivery of
common shares of the Corporation previously owned by the Optionee, valued at
fair market value when the option is exercised, subject to the limits
described below, or (iii) through a broker cashless exercise procedure.
Common shares of the Corporation may be delivered to satisfy the exercise
price only if the shares have been held by the Optionee for at least six
months before delivery, and have not been used for another option exercise
during this period. Shares held by an Optionee which formerly were
Restricted Shares may not be used for this purpose until six months have
elapsed after the restrictions under Paragraph 10 have terminated with
respect to such shares. Use of previously owned shares may be effected by
actual delivery of the stock certificates to the Corporation, or by
completing an affidavit available from the Committee affirming that the
Optionee owns the necessary shares and that any applicable holding period
has been satisfied. Upon receipt of the exercise price, the Corporation
shall deliver a certificate representing the common shares acquired upon
exercise to the Optionee or, in the case of a Non-Qualified Option, to such
other recipient as directed by the Optionee. An Optionee wishing to use the
cashless exercise procedure is required to elect to have a broker sell a
sufficient number of common shares of the Corporation to satisfy the option
exercise price. The Optionee may elect to have the broker sell additional
shares to satisfy the tax withholding amount, or sell up to the full number
of shares subject to the option exercise. Following the broker's delivery to
the Corporation of the proceeds necessary to satisfy the exercise price and
the tax withholding obligation, the Corporation will deliver to the broker
the number of shares previously sold by the broker at the Optionee's
direction, and will deliver any remaining amount of cash or shares to the
Optionee or, in the case of a Non-Qualified Option, to such other recipient
as directed by the Optionee.
9. Allocation and Purchase of Restricted Shares.
(a) The Committee may from time to time, in its discretion and
subject to the provisions of the Plan, allocate common shares to any or all
Directors and Eligible Employees. Common shares allocated under this
Paragraph 9 of the Plan are referred to herein as "Restricted Shares."
Directors and Employees to whom Restricted Shares have been allocated. are
herein referred to as "Participants." Each Participant to whom an allocation
of Restricted shares has been made shall have the right to purchase such
Restricted Shares as herein provided. Each allocation shall specify whether
the Participant has received such allocation in the Participant's capacity
as a Director or as an Eligible Employee.
(b) The Committee shall advise each Participant to whom an
allocation of Restricted Shares has been made in writing of the terms of the
offer, including the number of shares which such person shall be entitled to
purchase, the purchase price per share, and any other terms, conditions and
restrictions relating thereto. The Participant shall have ten (10) days from
the date of the offer to accept such offer. The Committee may, in the
exercise of its discretion, extend the term of any offer. Subject to the
express provisions of the Plan, the Committee shall have the power to make
such offer subject to any terms and conditions it may establish and the
offers made to different persons, or to the same person at different times,
may be subject to terms, conditions and restrictions which differ from each
other. Each allocation shall be embodied in a "Restricted Share Agreement"
signed by the Participant and the Corporation providing that the Restricted
Shares shall be subject to the provisions of this Plan and containing such
other provisions the Committee may prescribe not inconsistent with the Plan.
(c) The purchase price of the shares offered under this Plan
shall be any lawful consideration established by the Committee in its
discretion. If a Participant elects to purchase Restricted Shares, he shall
pay the purchase price in full, at the principal office of the Corporation,
prior to expiration of the offer. Upon payment of the purchase price,
certificates representing the shares shall be issued to the Participant,
which certificates shall bear an appropriate legend reflecting that such
shares are subject to the restrictions contained in this Plan.
10. Restrictions Applicable to Restricted Shares. By purchasing
the Restricted Shares allocated to a Participant under this Plan, the
Participant agrees and consents to the restrictions described in this Plan
for a period determined by the Committee at the time of such allocation,
said period referred to herein as the "Restricted Period." For the duration
of the Restricted Period (unless the restrictions earlier lapse or are
removed by the Committee ), Restricted Shares issued under this Plan shall
be held in escrow by Firstar Bank, N .A., and shall not be transferred,
delivered, assigned, sold, or disposed of in any manner, nor pledged or
otherwise hypothecated. On the last day of the Restricted Period, or upon
the earlier lapse or removal of restrictions, such Restricted Shares shall
cease to be subject to the restrictions under this Paragraph 10 of the Plan.
11. Termination of Directorship or Employment During Restricted
Period.
(a) Except as provided in Paragraphs 15 and 16 of this Plan,
if a Director ceases to serve as a Director, the restrictions of Paragraph
10 of this Plan shall automatically terminate as to that number of the
Restricted Shares owned by the Director which is equal to the total number
of such Restricted Shares multiplied by fraction, the numerator of which is
the number of full months which have elapsed from the date of allocation and
the denominator of which is the number of total months during the Restricted
Period. The Director ( or his or her estate, heirs, or legatees) shall be
required to resell the remaining Restricted Shares to the Corporation at a
price per share equal to the original purchase price paid by the Director
for such shares, unless the Committee shall, in its discretion, waive the
restrictions under Paragraph 10 as to any part or all of such remaining
Restricted Shares.
(b) If an Eligible Employee's employment with the Corporation
and its Subsidiaries terminates because of death, Disability, or retirement
after attaining normal retirement age under the provisions of any retirement
plan of the Corporation or any Subsidiary, the restrictions under Paragraph
10 of this Plan shall automatically terminate as to that number of the
Restricted Shares owned by such Participant which is equal to the total
number of such Restricted Shares multiplied by a fraction, the numerator of
which is the number of full months which have elapsed from the date of
allocation and the denominator of which is the total number of months during
the Restricted Period. The Participant (or his or her estate, heirs, or
legatees) shall be required to resell the remaining Restricted Shares to the
Corporation at a price per share equal to the original purchase price paid
by the Participant for such shares, unless the Committee shall, in its
discretion, waive the restrictions under Paragraph 10 as to any part or all
of such remaining Restricted Shares.
(c) If employment with the Corporation and its Subsidiaries
terminates during the Restricted Period other than by reason of death,
Disability, or retirement after attaining normal retirement age under the
provisions of any retirement plan of the Corporation or its Subsidiaries,
such Participant shall be required to resell all of the Restricted Shares to
the Corporation at a price per share equal to the original purchase price
paid by the Participant for such shares, unless the Committee shall, in its
discretion, waive the restrictions under Paragraph 8 as to any part or all
of the Restricted Shares.
12. Resale of Restricted Shares. In the event a Participant is
required to resell Restricted Shares to the Corporation as the result of the
termination of the Participant's directorship or employment as described in
Paragraph 11, the Corporation by written notice to the Participant shall
specify a date not less than five nor more than ten days from the date of
such notice to consummate the purchase and sale of such Restricted Shares at
the principal office of the Corporation. The Participant shall deliver to
the Corporation certificates representing such Restricted Shares, duly
endorsed and in proper form for transfer, and upon the receipt of such share
certificates, the Corporation shall deliver to the Participant a check in
the amount of the purchase price. If the Participant fails to deliver the
share certificates to the Corporation at the time specified in such notice,
the Corporation may deposit the purchase price with the Treasurer of the
Corporation, and thereafter the shares shall be deemed to have been
transferred to the Corporation and the Participant, despite his failure to
deliver the share certificates, shall have no further rights as a
stockholder of the Corporation. In such event, the Treasurer of the
Corporation shall continue to hold the purchase price for such shares and
shall make payment thereof, without interest, upon delivery of the share
certificates to the Corporation.
13. Performance Awards. The Committee may, from time to time, in
its discretion and subject to the provisions of the Plan, provide an
incentive opportunity ("Performance Awards") to any or all Directors and
Eligible Employees based on achievement by the Corporation for any calendar
year or other period chosen by the Committee. Each Performance Award shall
be embodied in a "Performance Award Agreement" signed by the Participant and
the Corporation providing that the Performance Award shall be subject to the
provisions of this Plan and containing such other provisions as the
Committee may prescribe not inconsistent with the Plan. The Committee will
determine, in its sole discretion, the performance targets and whether
Performance Awards should be payable in the form of the Corporation's common
shares or cash. If the Eligible Employee requests, prior to the date on
which payment of the Performance Award is to be made, that such payment not
be made until termination of employment by such Eligible Employee, then the
Committee shall consider and act upon such request promptly. If no request
is made by such Eligible Employee, the payment shall be made in the time
period chosen by the Committee.
14. Share Adjustments. In the event there is any change in the
Corporation's common shares resulting from stock splits, stock dividends,
combinations or exchange of shares, or other similar capital adjustments,
equitable proportionate adjustments shall be made by the Committee in ( a)
the number of shares available for option and issuance under this Plan, (b)
the number of shares subject to options granted under this Plan, and ( c)
the option price of optioned shares.
15. Merger, Consolidation, or Sale of Assets or Change of Control.
Except as otherwise provided in any Option Agreement, Restricted Share
Agreement, Performance Award Agreement or other agreement approved by the
Committee to which any Director or Eligible Employee is a party, in the
event the Corporation shall engage in a Change of Control, as defined in
this Paragraph 15, each option, Restricted Share and Performance Award held
by (a) a Director; and (b) if the employment of an Eligible Employee is
terminated by the Corporation immediately following such Change of Control,
for other than documented performance reasons as described in the
Corporation's written disciplinary policies, held by an Eligible Employee:
shall, without regard to any vesting schedule, restriction or performance
target, automatically become fully exercisable or payable, as the case may
be, immediately prior to such Change of Control in the case of a Director
and as of the date of such termination in the case of an Eligible Employee.
Options and restricted shares granted under this Plan shall continue as
provided in Paragraph 17.
For purposes of this Agreement, a Change of Control of the Corporation
shall mean:
(a) The acquisition by any individual, entity or group within
the meaning of Section 12(d)(3) or 13(d)(2) of the Securities Exchange Act
of 1934, as amended (the Exchange Act" a ("Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35%
or more of either (i) the then outstanding shares of common stock of the
Corporation (the "outstanding Corporation Common Stock") or (ii) the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the
Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition
by any employee benefit plan ( or related trust) sponsored or maintained by
the Corporation or any corporation controlled by the company, or (iv) any
acquisition by any corporation pursuant to a transaction which complies with
clauses (i),(ii), and (iii) of subsection (c) of this Paragraph 15; or
(b) Individuals who, as of the date hereof, constitute the
Board ( the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Corporation's shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual
or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of
the Corporation ( a "Business Combination"), in each case, unless, following
such Business Combination, (i), all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors,
as the case may be, of the Corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result
of such transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (ii) no
Person ( excluding any employee benefit plan ( or related trust) of the
Corporation or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 35% or more of, respectively, the
then outstanding shares of common stock of the Corporation resulting from
such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (iii) at least
a majority of the members of the board of directors of the Corporation
resulting from such Business Combination were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the action of
the board, providing for such Business Combination; or
(d) Approval by the shareholders of the Corporation of a
complete liquidation or dissolution of the Corporation.
16. Termination of Directorship With 10 Years of Service. Except
as otherwise provided in any Option Agreement, or other Agreement approved
by the Committee to which a Director is a party, in the event a Director
ceases to serve as a Director with the Corporation, after having served as a
Director for at least ten (10) years, each option and/or performance award
shall, without regard to any vesting schedule, restriction or performance
target, automatically and immediately become fully exercisable or payable,
as the case may be, and any remaining restrictions under Paragraph 10 shall
cease, immediately prior to such termination.
17. Amendment or Termination. The Board of Directors of the
Corporation may terminate this Plan at any time, and may amend the Plan at
any time or from time to time, without obtaining any approval of the
Corporation's stockholders, except that the Plan may not be amended (a) to
increase the aggregate number of shares issuable under the Plan for
incentive stock options (but not nonqualified stock options and excepting
proportionate adjustments made under Paragraph 14 to give effect to stock
splits, etc); (b) to change the option price of optioned stock (excepting
proportionate adjustments made under Paragraph 14); (c) to change the
requirement that the option price per share of common stock covered by an
incentive stock option (but not a nonqualified stock option) granted under
this plan not be less than 100% of the fair market value of the
Corporation's common stock on the date such option is granted; (d) to extend
the time within which options may be granted or the time without which a
granted option may be exercised; or (e) to change, without the consent of
the Optionee (or the Optionee's, or the Optionee's estate's, legal
representative), any option previously granted to him or her under the Plan.
If the Plan is terminated following a Change of Control as defined in
Paragraph 15 of this Agreement or for any other reason, any unexercised
option shall continue to be exercisable in accordance with its terms and the
terms of this Plan, consistently with Section 424(a) of the Internal Revenue
Code, which provides for a conversion of an existing option to an option to
acquire stock in the Business Combination at the ratio of fair market price
to option price immediately before the Change of Control and Restricted
Shares shall continue to be subject to the terms of this Plan (subject to
conversion to Restricted Shares of the Business Combination at the same
ratio of fair market price to option price immediately before the Change of
Control) for the duration of the Restricted Period.
18. Corporation Responsibility. All expenses of this Plan,
including the cost of maintaining records, shall be borne by the
Corporation. The Corporation shall have no responsibility or liability
(other than under applicable Securities Acts) for any act or thing done or
left undone with respect to the price, time, quantity, or other conditions
and circumstances of the purchase of shares under the terms of the Plan, so
long as the Corporation acts in good faith.
19. Implied Consent of Optionees and Participants. Every Optionee,
by his or her acceptance of an option under this Plan, and every
Participant, by his or her acceptance of an allocation of Restricted Shares
under this Plan, and every Director and Eligible Employee, by his or her
acceptance of a Performance Award under this Plan, shall be deemed to have
consented to be bound, on his or her own behalf and on behalf of his or her
heirs, assigns, and legal representatives, by all of the terms and
conditions of this Plan.
20. No Effect on Director or Employment Status. The fact that a
Director or Eligible Employee has been granted an option, has been allocated
Restricted Shares or awarded a Performance Award under this Plan shall not
limit or otherwise qualify the right of the Corporation or any Subsidiary to
terminate such person's directorship or employment at any time.
21. Tax Withholding. The Corporation shall be entitled to deduct
from any payment to be made by it under this Plan, or to otherwise require,
prior to the issuance or delivery of any shares or the payment of any cash
to a Director or Eligible Employee, payment by the Director or Eligible
Employee of all applicable Federal, state, local or other taxes required by
law to be withheld. The Committee may permit, in accordance with any
applicable administrative rules established by it, a Director or Eligible
Employee to satisfy this withholding obligation by (i) directing the
withholding from any payment of common shares by the Corporation, or (ii)
delivering to the Corporation, common shares having a fair market value, on
the date of payment, equal to the amount of such taxes. Any fraction of a
share required to satisfy such tax obligation shall be disregarded and the
amount due shall be paid instead in cash by the Director or Eligible
Employee.
22. Compliance with Securities Laws. Options granted and shares
issued by the Corporation pursuant to this Plan shall be granted and issued
only in full compliance with all applicable securities laws, including laws,
rules and regulations of the Securities and Exchange Commission and
applicable state Blue Sky laws. With respect thereto, the Committee may
impose such conditions on transfer, restrictions and limitations as it may
deem necessary and appropriate to assure compliance with such applicable
securities laws.
23. Duration and Termination of the Plan. The Plan became effective
as of December 10, 1996, and was amended effective as of December 8, 1998.
No option shall be granted and no allocation of Restricted Shares shall be
made under the Plan subsequent to December 9, 2006.