Exhibit 10.11
As amended through Nov. 29, 1999
ACCENT COLOR SCIENCES, INC.
1995 STOCK INCENTIVE PLAN
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1. Purpose. This Plan is designed to give directors, officers and key
employees of the Corporation and other persons an expanded opportunity to
acquire stock in the Corporation or receive other long-term incentive
remuneration in order that they may better participate in the Corporation's
growth and be motivated to remain with the Corporation and promote its further
development and success.
2. Definitions. The following terms shall have the meanings given below
unless the context otherwise requires:
(a) "Award" or "Awards" except where referring to a particular
category of grant under the Plan shall include Incentive Stock Options,
Non-Statutory Stock Options, Stock Appreciation Rights and Restricted Stock
Awards.
(b) "Board" means the Board of Directors of the Corporation.
(c) "Code" means the Internal Revenue Code of 1986, as amended,
and any successor Code, and related rules, regulations and interpretations.
(d) "Committee" means the committee of the Board established under
Section 9 hereof.
(e) "Corporation" means Accent Color Sciences, Inc.
(f) "Disability" or "disabled" means disability or disabled as
defined by the Code.
(g) "Eligible Person" means any person, including a person who is
not an employee of the Corporation or a Subsidiary, or entity who satisfies all
the eligibility requirements set forth in either Section 3(a) or 3(b) hereof.
(h) "Fair Market Value" of the Stock on any given date shall be
the average of the high and low prices of the Stock on the NASDAQ National
Market on the date of determination, or if there shall be no such reported
prices on the date of determination, the most recent date for which such prices
are reported; provided that in the event there shall be no public market for the
Stock, "Fair Market Value" shall be as determined from time to time by the
Board.
(i) "Incentive Stock Option" means a stock option qualifying under
the provisions of Section 422 of the Code.
(j) "Non-Employee Director Participant" means an Eligible Person,
who at the time of grant of an Award is a director of the Corporation but not an
employee of the Corporation or a Subsidiary.
(k) "Non-Statutory Option" means a stock option not qualifying for
incentive stock option treatment under the provisions of Section 422 of the
Code.
(l) "Optionee" means the holder of any option granted under the
Plan.
(m) "Participant" means the holder of any Award granted under the
Plan.
(n) "Plan" means the Accent Color Sciences, Inc. 1995 Stock
Incentive Plan.
(o) "Principal Shareholder" means any individual owning stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of capital stock of the Corporation.
(p) "Restricted Stock" means Stock received pursuant to a
Restricted Stock Award.
(q) "Restricted Stock Award" is defined in Section 8(a).
(r) "Stock" or "shares" means shares of Class A Common Stock of
the Corporation.
(s) "Stock Appreciation Right" or "Right" means a right described
in Section 7.
(t) "Subsidiary" means any corporation in which the Corporation
owns, directly or indirectly, a majority of the outstanding voting stock.
3. Eligibility.
(a) Incentive Stock Options. Incentive Stock Options may be
granted to any Eligible Persons who are employees of the Corporation or a
Subsidiary and who in the sole opinion of the Committee are, from time to time,
responsible for the management and/or growth of all or part of the business of
the Corporation.
(b) Awards Other than Incentive Stock Options. Awards, other than
Incentive Stock Options, may be granted to any Eligible Persons who in the sole
opinion of the Committee are, from time to time, responsible for the growth
and/or the management of all or a part of the business of the Corporation.
(c) Substitute Awards. The Committee, in its discretion, may also
grant Awards in substitution for any stock incentive awards previously granted
by companies acquired by the Corporation or one of its Subsidiaries. Such
substitute awards may be granted on such terms and conditions as the Committee
deems appropriate in the
circumstances, provided, however, that substitute Incentive Stock Options shall
be granted only in accordance with the Code.
4. Term of Plan. The Plan shall take effect on January 19, 1995 and
shall remain effective for ten (10) years thereafter, expiring on January 18,
2005.
5. Stock Subject to the Plan. The aggregate number of shares of Stock
which may be issued pursuant to all Awards granted under the Plan shall not
exceed 4,000,000 shares of Stock, subject to adjustment as hereinafter provided
in Section 10, and which may be treasury shares or authorized but unissued
shares. In the event that any Award under the Plan for any reason expires, is
terminated, forfeited, reacquired by the Corporation, or satisfied without the
issuance of Stock (except in the cases of a Stock Appreciation Right to the
extent settled in cash) the shares allocable to the unexercised portion of such
Award may again be made subject to an Award under the Plan.
6. Stock Options. The following terms and conditions shall apply to
each option granted under the Plan and shall be set forth in a stock option
agreement between the Corporation and the Optionee together with such other
terms and conditions not inconsistent herewith as the Committee may deem
appropriate in the case of each Optionee:
(a) Option Price. The purchase price under each Incentive Stock
Option shall be as determined by the Committee but not less than 100% of the
Fair Market Value of the shares subject to such option on the date of grant,
provided that such option price shall not be less than 110% of such Fair Market
Value in the case of any Incentive Stock Option granted to a Principal
Shareholder. The purchase price per share of Stock deliverable upon the exercise
of a Non-Statutory Option shall be determined by the Committee, but shall not be
less than 85% of the Fair Market Value of such Stock on the date of grant.
(b) Type of Option. All options granted under the Plan shall be
either Incentive Stock Options or Non-Statutory Options. All provisions of the
Plan applicable to Incentive Stock Options shall be interpreted in a manner
consistent with the provisions of, and regulations under, Section 422 of the
Internal Revenue Code.
(c) Period of Incentive Stock Option. Each Incentive Stock Option
shall have a term not in excess of ten (10) years from the date on which it is
granted, except in the case of any Incentive Stock Option granted to a Principal
Shareholder which shall have a term not in excess of five (5) years from the
date on which it is granted; provided that any Incentive Stock Option granted or
the unexercised portion thereof, to the extent exercisable at the time of
termination of employment, shall terminate at the close of business on the day
three (3) months following the date on which the Optionee ceases to be employed
by the Corporation or a Subsidiary unless sooner expired or unless a longer
period is provided under Subsection (g) of this Section in the event of the
death or disability of such an Optionee.
(d) Period of Non-Statutory Option. Each Non-Statutory Option
granted under the Plan shall have a term not in excess of ten (10) years and one
(1) day from the date on which it is granted; provided that any Non-Statutory
Option granted to an employee of the Corporation or a Subsidiary or to a
Non-Employee Director
Participant, or the unexercised portion thereof shall terminate not later than
the close of business on the day three (3) months following the date on which
such employee ceases to be employed by the Corporation or a Subsidiary or the
date on which such Non-Employee Director ceases to be a director of the
Corporation, as the case may be, unless a longer period is provided under
Subsection (g) of this Section in the event of the death or disability of such
an Optionee. Such an Optionee's Non-Statutory Option shall be exercisable, if at
all, during such three (3) month period only to the extent exercisable on the
date such Optionee's employment terminates or the date on which such Optionee
ceases to be a director, as the case may be.
(e) Exercise of Option.
(i) Each option granted under the Plan shall become
exercisable on such date or dates and in such amount or amounts as the
Committee shall determine. In the absence of any other provision by the
Committee, each option granted under the Plan shall be exercisable with
respect to not more than one-third (1/3) of such shares subject thereto
after the expiration of one (1) year following the date of its grant,
and shall be exercisable as to an additional one-third (1/3) of such
shares after the expiration of each of the succeeding two (2) years, on
a cumulative basis, so that such option, or any unexercised portion
thereof, shall be fully exercisable after a period of three (3) years
following the date of its grant.
(ii) The Committee, in its sole discretion, may, from
time to time and at any time, accelerate the vesting provisions of any
outstanding option, subject, in the case of Incentive Stock Options, to
the provisions of Subsection (6)(i) relating to "Limit on Incentive
Options".
(iii) Notwithstanding anything herein to the
contrary, except as provided in subsection (g) of this Section, no
Optionee who was, at the time of the grant of an option, an employee of
the Corporation or a Subsidiary, may exercise such option or any part
thereof unless at the time of such exercise he shall be employed by the
Corporation or a Subsidiary and shall have been so employed
continuously since the date of grant of such option, excepting leaves
of absence approved by the Committee; provided that the option
agreement may provide that such an Optionee may exercise his option, to
the extent exercisable on the date of termination of such continuous
employment, during the three (3) month period, ending at the close of
business on the day three (3) months following the termination of such
continuous employment unless such option shall have already expired by
its term.
(iv) An option shall be exercised in accordance with
the related stock option agreement by serving written notice of
exercise on the Corporation accompanied by full payment of the purchase
price in cash. As determined by the Committee, in its discretion, at
(or, in the case of Non-Statutory Options, at or after) the time of
grant, payment in full or in part may also be made by delivery of (i)
irrevocable instructions to a broker to deliver promptly to the
Corporation the amount of sale or loan proceeds to pay the exercise
price, or (ii) previously owned shares of Stock not then subject to
restrictions under any Corporation plan (but which may include shares
the disposition of which constitutes a disqualifying disposition for
purposes of obtaining incentive stock option treatment for federal
tax purposes). For purposes of subsection (ii) above, such surrendered
shares shall be valued at Fair Market Value on the date of exercise.
(f) Nontransferability. No option granted under the Plan shall be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution, and such option shall be exercisable, during his lifetime,
only by him.
(g) Death or Disability of Optionee. In the event of the death or
disability of an Optionee while in the employ of the Corporation or a Subsidiary
or while serving as a director of the Corporation, his stock option or the
unexercised portion thereof may be exercised within the period of one (1) year
succeeding his death or disability, but in no event later than (i) ten (10)
years (five (5) years in the case of a Principal Shareholder) from the date the
option was granted in the case of an Incentive Stock Option, and (ii) ten (10)
years and one (1) day in the case of a Non-Statutory Option, by the person or
persons designated in the Optionee's will for that purpose or in the absence of
any such designation, by the legal representative of his estate, or by the legal
representative of the Optionee, as the case may be. Notwithstanding anything
herein to the contrary and in the absence of any contrary provision by the
Committee, during the one-year period following termination of employment or
cessation as a director by reason of death or disability, an Optionee's stock
option shall continue to vest in accordance with its terms and be and become
exercisable as if employment or service as a director had not ceased.
(h) Shareholder Rights. No Optionee shall be entitled to any
rights as a shareholder with respect to any shares subject to his option prior
to the date of issuance to him of a stock certificate representing such shares.
(i) Limit on Incentive Stock Options. The aggregate Fair Market
Value (determined at the time an option is granted) of shares with respect to
which Incentive Stock Options granted to an employee are exercisable for the
first time by such employee during any calendar year (under all incentive stock
option plans of the Corporation and its Subsidiaries to the extent required
under the Code) shall not exceed $100,000.
(j) Notification of Disqualifying Disposition. Participants
granted Incentive Stock Options shall undertake, in the Incentive Stock Option
agreements, as a precondition to the granting of such option by the Corporation,
to promptly notify the Corporation in the event of a disqualifying disposition
(within the meaning of the Code) of any shares acquired pursuant to such
Incentive Stock Option agreement and provide the Corporation with all relevant
information related thereto.
7. Stock Appreciation Rights; Discretionary Payments.
(a) Nature of Stock Appreciation Right. A Stock Appreciation Right
is an Award entitling the Participant to receive an amount in cash or shares of
Stock (or forms of payment permitted under Section 7(d) hereof) or a combination
thereof, as determined by the Committee at the time of grant, having a value
equal to (or if the Committee shall so determine at time of grant, less than)
the excess of the Fair Market Value of a share of Stock on the date of exercise
over the Fair Market Value of a share of Stock on the date of grant (or over the
option exercise price, if the Stock Appreciation
Right was granted in tandem with a stock option) multiplied by the number of
shares with respect to which the Stock Appreciation Right shall have been
exercised.
(b) Grant and Exercise of Stock Appreciation Rights.
(i) Stock Appreciation Rights may be granted in
tandem with, or independently of, any stock option granted under the
Plan. In the case of a Stock Appreciation Right granted in tandem with
a Non-Statutory Option, such Right may be granted either at or after
the time of grant of such option. In the case of a Stock Appreciation
Right granted in tandem with an Incentive Stock Option such Right may
be granted only at the time of the grant of such option. A Stock
Appreciation Right or applicable portion thereof granted in tandem with
a given stock option shall terminate and no longer be exercisable upon
the termination or exercise of the related stock option, except that a
Stock Appreciation Right granted with respect to less than the full
number of shares covered by a related stock option shall not be reduced
until the exercise or termination of the related stock option exceeds
the number of shares not covered by the Stock Appreciation Right.
(ii) Each Stock Appreciation Right granted under the
Plan shall become exercisable on such date or dates and in such amount
or amounts as the Committee shall determine; provided, however, that
any Stock Appreciation Right granted in tandem with a stock option
shall be exercisable in relative proportion to and to the extent that
such related stock option is exercisable; provided further, however,
that, notwithstanding anything herein to the contrary, any Stock
Appreciation Right granted in tandem with a Non-Statutory Option which
has a purchase price at the date of grant of less than Fair Market
Value shall not be exercisable at all until at least one (1) year after
the date of grant of such option. Except as provided in the immediately
preceding sentence, in the absence of any other provision by the
Committee, each Stock Appreciation Right granted under the Plan shall
be exercisable with respect to not more than twenty percent (20%) of
such shares subject thereto after the expiration of one (1) year
following the date of its grant, and shall be exercisable as to an
additional twenty percent (20%) of such shares after the expiration of
each of the succeeding four (4) years, on a cumulative basis, so that
such Right, or any unexercised portion thereof, shall be fully
exercisable after a period of five (5) years following the date of its
grant. The Committee, in its sole discretion, may, from time to time
and at any time, accelerate the vesting provisions of any outstanding
Stock Appreciation Right.
(iii) Notwithstanding anything herein to the
contrary, except as provided in subsections (c)(v) and (c)(vi) of this
Section, no Participant who was, at the time of the grant of a Stock
Appreciation Right, an employee of the Corporation or a Subsidiary, may
exercise such Right or any part thereof unless at the time of such
exercise, he shall be employed by the Corporation or a Subsidiary and
shall have been so employed continuously since the date of grant of
such Right, excepting leaves of absence approved by the Committee;
provided that the Stock Appreciation Right agreement may provide that
such a Participant may exercise his Stock Appreciation Right, to the
extent exercisable on the date of termination of such continuous
employment, during the three (3) month period ending at the close of
business on the day three (3) months following the cessation of such
continuous employment, unless such Right shall have already expired by
its terms.
(iv) Notwithstanding anything herein to the contrary,
except as provided in subsections (c)(v) and (c)(vi) of this Section,
no Non-Employee Director Participant may exercise a Stock Appreciation
Right or part thereof unless at the time of such exercise he shall be a
director of the Corporation and shall have been a director of the
Corporation continuously since the date of grant of such Right
excepting leaves of absence approved by the Committee; provided that
the Stock Appreciation Right agreement may provide that such
Participant may exercise his Stock Appreciation Right, to the extent
exercisable on the date he ceased to be a director of the Corporation,
during the three (3) month period ending at the close of business on
the day three (3) months following the cessation of such continuous
service as a director unless such Right shall already have expired by
its terms.
(v) A Stock Appreciation Right shall be exercised in
accordance with the related Stock Appreciation Right Agreement by
serving written notice of exercise on the Corporation.
(c) Terms and Conditions of Stock Appreciation Rights. Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined from time to time by the Committee, subject to the following:
(i) Stock Appreciation Rights granted in tandem with
stock options shall be exercisable only at such time or times and to
the extent that the related stock options shall be exercisable;
(ii) Upon the exercise of a Stock Appreciation Right,
the applicable portion of any related stock option shall be
surrendered.
(iii) Stock Appreciation Rights granted in tandem
with a stock option shall be transferable only with such option. Stock
Appreciation Rights shall not be transferable otherwise than by will or
the laws of descent and distribution. All Stock Appreciation Rights
shall be exercisable during the Participant's lifetime only by the
Participant or the Participant's legal representative.
(iv) A Stock Appreciation Right granted in tandem
with a stock option may be exercised only when the then Fair Market
Value of the Stock subject to the stock option exceeds the exercise
price of such option. A Stock Appreciation Right not granted in tandem
with a stock option may be exercised only when the then Fair Market
Value of the Stock exceeds the Fair Market Value of the Stock on the
date of grant of such Right.
(v) Each Stock Appreciation Right shall have a term
not in excess of ten (10) years from the date on which it is granted
(ten (10) years and one (1) day in the case of a Stock Appreciation
Right granted in tandem with a Non-Statutory Option); provided that any
Stock Appreciation Right granted to (aa) an employee of the Corporation
or a Subsidiary shall terminate not later than the close of business on
the day three (3) months following the date such Participant ceases to
be employed by the Corporation or a Subsidiary, excepting leaves of
absences approved by the Committee, and (bb) a Non-Employee Director
Participant shall terminate not later than the close of business on the
day
three (3) months following the date such Participant ceases to be a
director of the Corporation, unless a longer period is provided under
subsection (c)(vi) below in the event of death or disability of a
Participant. Such a Participant's Stock Appreciation Right shall be
exercisable, if at all, during such three (3) month period only to the
extent exercisable on the date his employment terminates or the date he
ceases to be a director, as the case may be.
(vi) In the event of the death or disability of a
Participant while in the employ of the Corporation or a Subsidiary or
while serving as a director of the Corporation, his Stock Appreciation
Right or the unexercised portion thereof may be exercised within the
period of one (1) year succeeding his death or disability, but in no
event later than (i) ten (10) years from the date on which it was
granted (ten (10) years and one (1) day in the case of a Non-Statutory
Option), by the person or persons designated in the Participant's will
for that purpose or in the absence of any such designation, by the
legal representative of his estate, or by the legal representative of
the Participant, as the case may be. Notwithstanding anything herein to
the contrary and in the absence of any contrary provision by the
Committee, during the one-year period following termination of
employment or cessation as a director by reason of death or disability,
a Participant's Stock Appreciation Right shall continue to vest in
accordance with its terms and be and become exercisable as if
employment or service as a director had not ceased.
(d) Discretionary Payments. Upon the written request of an
Optionee whose stock option is not accompanied by a Stock Appreciation Right,
the Committee may, in its discretion, cancel such option if the Fair Market
Value of the shares subject to the option at the exercise date exceeds the
exercise price thereof; in that event, the Corporation shall pay to the Optionee
an amount equal to the difference between the Fair Market Value of the shares
subject to the cancelled option (determined as of the date the option is
cancelled) and the exercise price. Such payment shall be by check or in Stock
having a Fair Market Value (determined on the date the payment is to be made)
equal to the amount of such payments or any combination thereof, as determined
by the Committee.
8. Restricted Stock.
(a) Nature of Restricted Stock Award. A Restricted Stock Award is
an Award entitling the Participant to receive shares of Stock, subject to such
conditions, including a Corporation right during a specified period or periods
to require forfeiture of such shares upon the Participant's termination of
employment with the Corporation or a Subsidiary or cessation as a director of
the Corporation, as the case may be, as the Committee may determine at the time
of grant. The Committee, in its sole discretion, may, from time to time and at
any time, waive any or all restrictions and/or conditions contained in the
Restricted Stock Award agreement. Notwithstanding anything herein to the
contrary, the Committee, in its discretion, may grant Restricted Stock without
any restrictions or conditions whatsoever. Restricted Stock shall be granted in
respect of past services or other valid consideration.
(b) Award Agreement. A Participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless the
Participant shall
have accepted the Award within 60 days (or such shorter date as the Committee
may specify) following the Award date by executing and delivering to the
Corporation a Restricted Stock Award Agreement in such form as the Committee
shall determine.
(c) Rights as a Shareholder. Upon complying with paragraph (b)
above, a Participant shall have all the rights of a shareholder with respect to
the Restricted Stock including voting and dividend rights, subject to
nontransferability and Corporation forfeiture rights described in this Section 8
and subject to any other conditions contained in the Award agreement. Unless the
Committee shall otherwise determine, certificates evidencing shares of
Restricted Stock shall remain in the possession of the Corporation until such
shares are free of any restrictions under the Plan. The Committee in its
discretion may, as a precondition of the Corporation's obligation to issue a
Restricted Stock Award, require the Participant to execute a stock power or
powers or other agreement or instruments necessary or advisable in connection
with the Corporation's forfeiture rights with respect to such shares.
(d) Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred or otherwise disposed of or pledged or otherwise
encumbered. In the event of termination of employment of the Participant with
the Corporation or a Subsidiary for any reason, or cessation as a director of
the Corporation in the case of a Non-Employee Director Participant, such shares
shall be forfeited to the Corporation, except as set forth below:
(i) The Committee at the time of grant shall specify
the date or dates (which may depend upon or be related to the
attainment of performance goals and other conditions) on which the
nontransferability of the Restricted Stock and the Corporation's
forfeiture rights with respect thereto shall lapse. The Committee at
any time may accelerate such date or dates and otherwise waive or,
subject to Section 12(b), amend any conditions of the Award.
(ii) Except as may otherwise be provided in the Award
agreement, in the event of termination of a Participant with the
Corporation or a Subsidiary for any reason or cessation as a director
of the Corporation for any reason, all of the Participant's Restricted
Stock shall be forfeited to the Corporation without the necessity of
any further act by the Corporation, the Participant or the
Participant's legal representative; provided, however, that in the
event of termination of employment or cessation of service as a
director of the Corporation by reason of death or disability, all
conditions and restrictions relating to a Restricted Stock Award held
by such a Participant shall thereupon be waived and shall lapse.
(iii) In the absence of any other provision by the
Committee, each Restricted Stock Award granted to (A) an employee of
the Corporation or a Subsidiary shall be subject to forfeiture to the
Corporation conditioned on the Participant's continued employment and
(B) Non-Employee Director Participants shall be subject to forfeiture
to the Corporation conditioned on the Participant's continued service
as a director of the Corporation, and in the case of clause (A) or (B),
such forfeiture rights shall lapse as follows: with respect to twenty
percent (20%) of the shares subject to the Restricted Stock Award on
the date one year following the date of grant, and with respect to an
additional twenty percent (20%)
of such shares after the expiration of each of the succeeding four (4)
years thereafter, on a cumulative basis, so that such Restricted Stock
shall be free of such risk of forfeiture on the date five (5) years
following the date of its grant.
(e) Waiver, Deferral, and Investment of Dividends. The Restricted
Stock Award agreement may require or permit the immediate payment, waiver,
deferral or investment of dividends paid with respect to the Restricted Stock.
9. The Committee.
(a) Administration. The Committee shall be a committee of not less
than three (3) members of the Board. Vacancies occurring in membership of the
Committee shall be filled by the Board. The Committee shall keep minutes of its
meetings. One or more members of the Committee may participate in a meeting of
the Committee by means of conference telephone or similar communications
equipment provided all persons participating in the meeting can hear one
another. Two members of the Committee shall constitute a quorum, and the acts of
two or more members present at or so participating in any meeting at which a
quorum is constituted shall be the acts of the Committee. The Committee may act
without meeting by unanimous written consent. At any time when the Board shall
not have designated a committee to administer the Plan, the full Board shall
constitute the Committee.
(b) Authority of Committee. Subject to the provisions of the Plan,
the Committee shall have full and final authority to determine the persons to
whom Awards shall be granted, the number of shares to be subject to each Award,
the term of the Award, the vesting provisions of the Award, if any, restrictions
on the Award, if any, and the price at which the shares subject thereto may be
purchased. The Committee is empowered, in its discretion, to modify, extend or
renew any Award theretofore granted and adopt such rules and regulations and
take such other action as it shall deem necessary or proper for the
administration of the Plan. The Committee shall have full power and authority to
construe, interpret and administer the Plan, and the decisions of the Committee
shall be final and binding upon all interested parties.
10. Adjustments. Any limitations, restrictions or other provisions of
this Plan to the contrary notwithstanding, each Award agreement shall make such
provision, if any, as the Committee may deem appropriate for the adjustment of
the terms and provisions thereof (including, without limitation, terms and
provisions relating to the exercise price and the number and class of shares
subject to the Award) in the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, divisive reorganization, issuance of rights,
combination or split-up or exchange of shares, or the like. In the event of any
merger consolidation, reorganization, recapitalization, stock dividend, divisive
reorganization, issuance of rights, combination or split-up or exchange of
shares, or the like, the Committee shall make an appropriate adjustment in the
number of shares authorized to be issued pursuant to the Plan.
11. Amendment to and Termination of the Plan. The Board may from time
to time amend the Plan in such way as it shall deem advisable provided the Board
may not extend the expiration date of the Plan, change the class of Eligible
Persons, increase the maximum Award term, decrease the minimum exercise price or
increase the total number of authorized shares (except in accordance with
Section 10 hereof) for which Awards
may be granted. The Board, in its discretion, may at any time terminate the Plan
prior to its expiration in accordance with Section 4 hereof. No amendment to or
termination of the Plan shall in any way adversely affect Awards then
outstanding hereunder.
12. General Provisions.
(a) Other Compensation Arrangements; No Right to Receive Awards;
No Employment or Other Rights. Nothing contained in this Plan shall prevent the
Board from adopting other or additional capital stock based compensation
arrangements, subject to stockholder approval if such approval is required, and
such arrangements may be either generally applicable or applicable only in
specific cases. No Eligible Person shall have any right to receive Awards except
as the Committee may determine. The Plan does not confer upon any employee any
right to continued employment with the Corporation or a Subsidiary or upon any
director or officer of the Corporation any right to continued service as a
director or officer of the Corporation, nor does it interfere in any way with
the right of the Corporation or a Subsidiary to terminate the employment of any
of its employees or for the Corporation to remove a director or officer with or
without cause at any time.
(b) Status of Plan. Until shares pursuant to an Award or exercise
thereof are actually delivered to a Participant, a Participant shall have no
rights to or with respect to such shares greater than those of a general
creditor of the Corporation unless the Committee shall otherwise expressly
determine in connection with any Award or Awards.
(c) Tax Withholding, Etc. Any obligation of the Corporation to
issue shares pursuant to the grant or exercise of any Award shall be conditioned
on the Participant having paid or made provision for payment of all applicable
tax withholding obligations, if any, satisfactory to the Committee. The
Corporation and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant.
(d) Restrictions on Transfers of Shares. The Corporation is not
required to cause all shares acquired or received by Participants to be
registered under the Securities Act of 1933 or the Securities Act of 1934 or the
securities laws of any State. Accordingly, the shares acquired or received may
be "restricted securities" as defined in Rule 144 under said Securities Act of
1933 or other rule or regulation of the Securities and Exchange Commission. Any
certificate evidencing any such shares may bear a legend restricting the
transfer of such shares, and the recipient may be required to assert that the
shares are being acquired for his own account and not with a view to the
distribution thereof as a condition to the granting or exercise of an Award.
(e) Issuance of Shares. Any obligation of the Corporation to issue
shares pursuant to the grant or exercise of any Award shall be conditioned on
the Corporation's ability at nominal expense to issue such shares in compliance
with all applicable statutes, rules or regulations of any governmental
authority. The Participant shall provide the Corporation with any assurances or
agreements which the Committee, in its sole discretion, shall deem necessary or
advisable in order that the issuance of such shares shall comply with any such
statutes, rules or regulations.
(f) Date of Grant. The date on which each Award under the Plan
shall be considered as having been granted shall be the date on which the award
is authorized by the Committee, unless a later date is specified by the
Committee; provided, however, in the case of options intended to qualify as
Incentive Stock Options, the date of grant shall be determined in accordance
with the Code.