1998 Stock Incentive Plan – Navigant International Inc.
NAVIGANT INTERNATIONAL, INC.
1998 Stock Incentive Plan
Purpose NAVIGANT INTERNATIONAL, INC., a Delaware corporation (the
'Company'), wishes to recruit, reward, and retain employees
and outside directors. To further these objectives, the
Company hereby sets forth the Navigant International, Inc.
1998 Stock Incentive Plan (the 'Plan') to provide options
('Options') or direct grants ('Stock Grants' and, together
with the Options, 'Awards') to employees and outside directors
with respect to shares of the Company's common stock (the
'Common Stock'). The Plan is effective as of the effective
date (the 'Effective Date') of the Company's registration
under Section 12 of the Securities Exchange Act of 1934 (the
'Exchange Act') with respect to its initial public offering
('IPO').
Participants All Employees of the Company and any Eligible Subsidiaries are
eligible for Options and Stock Grants under this Plan, as are
the directors of the Company and the Eligible Subsidiaries who
are not employees ('Eligible Directors'). Eligible employees
and directors become 'optionees' when the Administrator grants
them an option under this Plan or 'recipients' when they
receive a direct grant of Common Stock. (Optionees and
recipients are referred to collectively as 'participants.' The
term participant also includes, where appropriate, a person
authorized to exercise an Award in place of the original
optionee.) The Administrator may also grant Options or make
Stock Grants to consultants and other service providers.
Employee means any person employed as a common law employee of
the Company or an Eligible Subsidiary.
Administrator The Administrator will be the Compensation Committee of the
Board of Directors of the Company (the 'Compensation
Committee'), unless the Board specifies another committee.
The Board may also act under the Plan as though it were the
Compensation Committee. The Board of Directors of U.S. Office
Products Company ('U.S. Office Products'), directly or through
a committee of directors, may act as Administrator before U.S.
Office Products distributes the Common Stock to U.S. Office
Products' stockholders (the 'Distribution').
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1998 Stock Incentive Plan
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The Administrator is responsible for the general operation and
administration of the Plan and for carrying out its provisions
and has full discretion in interpreting and administering the
provisions of the Plan. Subject to the express provisions of
the Plan, the Administrator may exercise such powers and
authority of the Board as the Administrator may find necessary
or appropriate to carry out its functions. The Administrator
may delegate its functions (other than those described in the
Granting of Awards section) to officers or other employees of
the Company.
The Administrator's powers will include, but not be limited
to, the power to amend, waive, or extend any provision or
limitation of any Award. The Administrator may act through
meetings of a majority of its members or by unanimous consent.
Granting of Subject to the terms of the Plan, the Administrator will,
Awards in its sole discretion, determine
the participants who receive Awards,
the terms of such Awards,
the schedule for exercisability or nonforfeitability
(including any requirements that the participant or the
Company satisfy performance criteria),
the time and conditions for expiration of the Award, and
the form of payment due upon exercise, if any.
The Administrator's determinations under the Plan need not be
uniform and need not consider whether possible participants
are similarly situated.
Options granted to employees may be nonqualified stock options
('NQSOs') or 'incentive stock options' ('ISOs') within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended from time to time (the 'Code'), or the
corresponding provision of any subsequently enacted tax
statute. Options granted to Eligible Directors must be NQSOs.
The Administrator will not grant ISOs unless the stockholders
either have already approved the granting of ISOs or give such
approval within 12 months after the grant.
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Navigant International, Inc.
1998 Stock Incentive Plan
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The Administrator may impose such conditions on or charge
such price for the Stock Grants as it deems appropriate.
Substitutions The Administrator may also grant Awards in substitution
for options or other equity interests held by individuals
(i) as a result of their employment by or services to
U.S. Office Products before the Distribution or (ii) who
become Employees of the Company or of an Eligible
Subsidiary as a result of the Company's acquiring or
merging with the individual's employer or acquiring its
assets. If necessary to conform the Awards to the
interests for which they are substitutes, the
Administrator may grant substitute Awards under terms and
conditions that vary from those the Plan otherwise
requires. Awards in substitution for U.S. Office
Products' options in connection with the Distribution
will retain their pre-Distribution exercise schedule and
terms (including Change of Control provisions) and
expiration date.
Date of Grant The Date of Grant will be the date as of which this Plan or
the Administrator grants an Award to a participant, as
specified in the Plan or in the Administrator's minutes.
Exercise Price The Exercise Price is the value of the consideration that a
participant must provide in exchange for one share of Common
Stock. The Administrator will determine the Exercise Price
under each Award and may set the Exercise Price without
regard to the Exercise Price of any other Awards granted at
the same or any other time. The Company may use the
consideration it receives from the participant for general
corporate purposes.
The Exercise Price per share for NQSOs may not be less
than 80% of the Fair Market Value of a share on the Date
of Grant. If an Option is intended to be an ISO, the
Exercise Price per share may not be less than 100% of the
Fair Market Value (on the Date of Grant) of a share of
Common Stock covered by the Option; provided, however,
that if the Administrator decides to grant an ISO to
someone covered by Sections 422(b)(6) and 424(d) (as a
more-than-10%-stock-owner), the Exercise Price of the
Option must be at least 110% of the Fair Market Value (on
the Date of Grant).
The Administrator may satisfy any state law requirements
regarding adequate consideration for Stock Grants by (i)
issuing Common Stock held as treasury stock or (ii)
charging the recipients at least the par value for the
shares covered by the Stock Grant. The Administrator may
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Navigant International, Inc.
1998 Stock Incentive Plan
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designate that a recipient may satisfy (ii) either by direct
payments or by the Administrator's withholding from other
payments due to the recipient.
Fair Fair Market Value of a share of Common Stock for purposes of the
Market Plan will be determined as follows:
Value
if the Common Stock trades on a national securities
exchange, the closing sale price on that date;
if the Common Stock does not trade on any such exchange,
the closing sale price as reported by the National
Association of Securities Dealers, Inc. Automated
Quotation System ('Nasdaq') for such date;
if no such closing sale price information is available,
the average of the closing bid and asked prices that
Nasdaq reports for such date; or
if there are no such closing bid and asked prices, the
average of the closing bid and asked prices as reported
by any other commercial service for such date.
For any date that is not a trading day, the Fair Market Value
of a share of Common Stock for such date shall be determined
by using the closing sale price or the average of the closing
bid and asked prices, as appropriate, for the immediately
preceding trading day.
The Fair Market Value will be deemed equal to the IPO price
for any Options granted as of the date on which the IPO's
underwriters price the IPO.
Exercisability The Administrator will determine the times and conditions for
exercise of or purchase under each Award but may not extend
the period for exercise beyond the tenth anniversary of its
Date of Grant (or five years for ISOs granted to 10% owners
covered by Code Sections 422(b)(6) and 424(d)).
Awards will become exercisable at such times and in such
manner as the Administrator determines and the Award
Agreement, if any, indicates; provided, however, that the
Administrator may, on such terms and conditions as it
determines appropriate, accelerate the time at which the
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Navigant International, Inc.
1998 Stock Incentive Plan
Page 4 of 15
participant may exercise any portion of an Award or at which
restrictions on Stock Grants lapse. For Stock Grants,
'exercise' refers to acceptance of the Award or lapse of
restrictions, as appropriate in context.
If the Administrator does not specify otherwise, Options will
become exercisable and restrictions on Stock Grants will lapse
as to one-third of the covered shares on each of the first
three anniversaries of the Date of Grant; provided, however,
that, unless the Administrator specifies otherwise, Options
granted on or after the Distribution (other than in
substitution for options on USOP stock) will not become
exercisable before the second anniversary of the Distribution,
will then become exercisable as to 50% of the shares subject
to those Options, and will become further exercisable as to an
additional 25% on and after the third anniversary and
exercisable as to the final 25% on and after the fourth
anniversary.
No portion of an Award that is unexercisable at a
participant's termination of employment will thereafter become
exercisable, unless the Award Agreement provides otherwise,
either initially or by amendment.
Change Upon a Change of Control (as defined below), all Options held by
of current Employees and directors will become fully exercisable
Control and all restrictions on Stock Grants will lapse. A Change of
Control for this purpose means the occurrence, after the
Company's IPO, of any one or more of the following events:
a person, entity, or group (other than the Company, any
Company subsidiary, any Company benefit plan, or any
underwriter temporarily holding securities for an
offering of such securities) acquires ownership of more
than 50% of the undiluted total voting power of the
Company's then-outstanding securities eligible to vote to
elect members of the Board ('Company Voting Securities');
consummation of a merger or consolidation of the Company
into any other entity -- unless the holders of the
Company Voting Securities outstanding immediately before
such consummation, together with any trustee or other
fiduciary holding securities under a Company benefit
plan, hold securities that represent immediately after
such merger or consolidation at least 50% of the
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Navigant International, Inc.
1998 Stock Incentive Plan
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combined voting power of the then outstanding voting
securities of either the Company or the other surviving
entity or its parent; or
the stockholders of the Company approve (i) a plan of
complete liquidation or dissolution of the Company or
(ii) an agreement for the Company's sale or disposition
of all or substantially all the Company's assets, and
such liquidation, dissolution, sale, or disposition is
consummated.
Even if other tests are met, a Change of Control has not
occurred under any circumstance in which the Company
files for bankruptcy protection or is reorganized
following a bankruptcy filing.
The Adjustment Upon Changes in Capital Stock provisions will
also apply if the Change of Control is a Substantial Corporate
Change (as defined in those provisions).
Limitation on An Option granted to an employee will be an ISO only to the
ISOs extent that the aggregate Fair Market Value (determined at the
Date of Grant) of the stock with respect to which ISOs are
exercisable for the first time by the optionee during any
calendar year (under the Plan and all other plans of the
Company and its subsidiary corporations, within the meaning of
Code Section 422(d)), does not exceed $100,000. This
limitation applies to Options in the order in which such
Options were granted. If, by design or operation, the Option
exceeds this limit, the excess will be treated as an NQSO.
Method of To exercise any exercisable portion of an Award, the participant
Exercise must:
Deliver a written notice of exercise to the Secretary of
the Company (or to whomever the Administrator
designates), in a form complying with any rules the
Administrator may issue, signed by the participant, and
specifying the number of shares of Common Stock
underlying the portion of the Award the participant is
exercising;
Pay the full Exercise Price, if any, by cashier's or
certified check for the shares of Common Stock with
respect to which the Award is being exercised, unless the
Administrator consents to another form of payment (which
could include the use of Common Stock); and
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Navigant International, Inc.
1998 Stock Incentive Plan
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Deliver to the Administrator such representations and
documents as the Administrator, in its sole discretion,
may consider necessary or advisable.
Payment in full of the Exercise Price need not accompany the
written notice of exercise provided the notice directs that
the stock certificates for the shares issued upon the exercise
be delivered to a licensed broker acceptable to the Company as
the agent for the individual exercising the option and at the
time the stock certificates are delivered to the broker, the
broker will tender to the Company cash or cash equivalents
acceptable to the Company and equal to the Exercise Price.
If the Administrator agrees to allow an optionee to pay
through tendering Common Stock to the Company, the individual
can only tender stock he has held for at least six months at
the time of surrender. Shares of stock offered as payment will
be valued, for purposes of determining the extent to which the
participant has paid the Exercise Price, at their Fair Market
Value on the date of exercise. The Administrator may also, in
its discretion, accept attestation of ownership of Common
Stock and issue a net number of shares upon Option exercise.
Award No one may exercise an Award more than ten years after its
Expiration Date of Grant (or five years, for an ISO granted to a
more-than-10% shareholder). Unless the Award Agreement
provides otherwise, either initially or by amendment, no one
may exercise an Award after the first to occur of:
Employment The 90th day after the date of termination of
Termination employment (other than for death or Disability), where
termination of employment means the time when the
employer-employee or other service-providing relationship
between the employee and the Company ends for any reason,
including retirement. Unless the Award Agreement provides
otherwise, termination of employment does not include
instances in which the Company immediately rehires a
common law employee as an independent contractor. The
Administrator, in its sole discretion, will determine all
questions of whether particular terminations or leaves of
absence are terminations of employment;
Disability For disability, the earlier of (i) the first anniversary
of the participant's termination of employment for
disability and
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Navigant International, Inc.
1998 Stock Incentive Plan
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(ii) 30 days after the participant no longer has a
disability, where 'disability' means the inability to
engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment
that can be expected to result in death or that has
lasted or can be expected to last for a continuous period
of not less than twelve months; or
Death The date 24 months after the participant's death.
If exercise is permitted after termination of employment, the
Award will nevertheless expire as of the date that the former
service provider violates any covenant not to compete in
effect between the Company and the former employee. In
addition, an optionee who exercises an Option more than 90
days after termination of employment with the Company and/or
the Eligible Subsidiaries will only receive ISO treatment to
the extent permitted by law, and becoming or remaining an
employee of another related company (that is not an Eligible
Subsidiary) or an independent contractor to the Company will
not prevent loss of ISO status because of the formal
termination of employment.
Nothing in this Plan extends the term of an Award beyond the
tenth anniversary of its Date of Grant, nor does anything in
this Award Expiration section make an Award exercisable that
has not otherwise become exercisable.
Award Award Agreements will set forth the terms of each Award and
Agreement will include such terms and conditions, consistent with the
Plan, as the Administrator may determine are necessary or
advisable. To the extent the agreement is inconsistent with
the Plan, the Plan will govern. The Award Agreements may
contain special rules. The Administrator may, but is not
required to, issue agreements for Stock Grants.
Stock Subject Except as adjusted below under Corporate Changes,
to Plan
the aggregate number of shares of Common Stock that may
be issued under the Awards (whether ISOs, NQSOs, or Stock
Grants) may not exceed 25% of the Common Stock
outstanding immediately following the Distribution and
the closing of the IPO,
the maximum number of shares that may be subject to ISOs
may not exceed 600,000, and
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Navigant International, Inc.
1998 Stock Incentive Plan
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the maximum number of shares that may be granted under
Awards for a single individual in a calendar year may not
exceed 1,100,000. (The individual maximum applies only to
Awards first made under this Plan and not to Awards made
in substitution of a prior employer's options or other
incentives, except as Code Section 162(m) otherwise
requires.)
The Common Stock will come from either authorized but unissued
shares or from previously issued shares that the Company
reacquires, including shares it purchases on the open market.
If any Award expires, is canceled, or terminates for any other
reason, the shares of Common Stock available under that Award
will again be available for the granting of new Awards (but
will be counted against that calendar year's limit for a given
individual).
No adjustment will be made for a dividend or other right for
which the record date precedes the date of exercise.
The participant will have no rights of a stockholder with
respect to the shares of stock subject to an Award except to
the extent that the Company has issued certificates for, or
otherwise confirmed ownership of, such shares upon the
exercise of the Award.
The Company will not issue fractional shares pursuant to the
exercise of an Award, but the Administrator may, in its
discretion, direct the Company to make a cash payment in lieu
of fractional shares.
Person who During the participant's lifetime, only the participant or his
may Exercise duly appointed guardian or personal representative may
exercise the Awards. After his death, his personal
representative or any other person authorized under a will or
under the laws of descent and distribution may exercise any
then exercisable portion of an Award. If someone other than
the original recipient seeks to exercise any portion of an
Award, the Administrator may request such proof as it may
consider necessary or appropriate of the person's right to
exercise the Award.
Adjustments Subject to any required action by the Company (which it shall
upon Changes promptly take) or its stockholders, and subject to the provisions
in Capital of applicable corporate law, if, after the Date of Grant of
Stock an Award,
the outstanding shares of Common Stock increase or
decrease or change into or are exchanged for a different
number or kind of
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Navigant International, Inc.
1998 Stock Incentive Plan
Page 9 of 15
security because of any recapitalization,
reclassification, stock split, reverse stock split,
combination of shares, exchange of shares, stock
dividend, or other distribution payable in capital stock,
or
some other increase or decrease in such Common Stock
occurs without the Company's receiving consideration,
the Administrator may make a proportionate and appropriate
adjustment in the number of shares of Common Stock underlying
each Award, so that the proportionate interest of the
participant immediately following such event will, to the
extent practicable, be the same as immediately before such
event. (This adjustment does not apply to Common Stock that
the optionee has already purchased nor to Stock Grants that
are already nonforfeitable, except to the extent of similar
treatment for most stockholders.) Unless the Administrator
determines another method would be appropriate, any such
adjustment to an Award will not change the total price with
respect to shares of Common Stock underlying the unexercised
portion of the Award but will include a corresponding
proportionate adjustment in the Award's Exercise Price.
The Administrator will make a commensurate change to the
maximum number and kind of shares provided in the Stock
Subject to Plan section.
Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred
stock of any class, will not affect, and no adjustment by
reason thereof will be made with respect to, the number of
shares of Common Stock subject to any Award or the Exercise
Price except as this Adjustments section specifically
provides. The grant of an Award under the Plan will not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of
its capital or business structure, or to merge or to
consolidate, or to dissolve, liquidate, sell, or transfer all
or any part of its business or assets.
Substantial Upon a Substantial Corporate Change, the Plan and any
Corporate unexercised Awards will terminate unless provision is made in
Change writing in connection with such transaction for
the assumption or continuation of outstanding Awards, or
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Navigant International, Inc.
1998 Stock Incentive Plan
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the substitution for such options or grants of any
options or grants covering the stock or securities of a
successor employer corporation, or a parent or subsidiary
of such successor, with appropriate adjustments as to the
number and kind of shares of stock and prices, in which
event the Awards will continue in the manner and under
the terms so provided.
Unless the Board determines otherwise, if an Award would
otherwise terminate under the preceding sentence, participants
who are then Employees or directors of the Company will have
the right, at such time before the consummation of the
transaction causing such termination as the Board reasonably
designates, to exercise any unexercised portions of the Award,
whether or not they had previously become exercisable.
However, unless the Board determines otherwise, the
acceleration will not occur if it would render unavailable
'pooling of interest' accounting for any reorganization,
merger, or consolidation of the Company.
A Substantial Corporate Change means the
dissolution or liquidation of the Company,
merger, consolidation, or reorganization of the Company
with one or more corporations in which the Company is not
the surviving corporation,
the sale of substantially all of the assets of the
Company to another corporation, or
any transaction (including a merger or reorganization in
which the Company survives) approved by the Board that
results in any person or entity (other than any affiliate
of the Company as defined in Rule 144(a)(1) under the
Securities Act any Company Subsidiary, any Company
benefit plan, or any underwriter temporarily holding
securities for an offering of such securities) owning
100% of the combined voting power of all classes of stock
of the Company.
Subsidiary Employees of Company Subsidiaries will be entitled to
Employees participate in the Plan, except as otherwise designated by the
Board of Directors or the Committee.
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Navigant International, Inc.
1998 Stock Incentive Plan
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Eligible Subsidiary means each of the Company's Subsidiaries,
except as the Board otherwise specifies. For ISO grants,
Subsidiary means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company
if, at the time an ISO is granted to a Participant under the
Plan, each corporation (other than the last corporation in the
unbroken chain) owns stock possessing 50% or more of the total
combined voting power of all classes of stock in another
corporation in such chain. For ISO purposes, Subsidiary also
includes a single-member limited liability company included
within the chain described in the preceding sentence. For
NQSOs, the Board or the Administrator can use a different
definition of Subsidiary in its discretion.
Legal The Company will not issue any shares of Common Stock under an
Compliance Award until all applicable requirements imposed by Federal and
state securities and other laws, rules, and regulations, and
by any applicable regulatory agencies or stock exchanges, have
been fully met. To that end, the Company may require the
participant to take any reasonable action to comply with such
requirements before issuing such shares. No provision in the
Plan or action taken under it authorizes any action that is
otherwise prohibited by Federal or state laws.
The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act of 1933 ('Securities
Act') and the Securities Exchange Act of 1934 and all
regulations and rules the Securities and Exchange Commission
issues under those laws. Notwithstanding anything in the Plan
to the contrary, the Administrator must administer the Plan,
and Awards may be granted and exercised, only in a way that
conforms to such laws, rules, and regulations. To the extent
permitted by applicable law, the Plan and any Awards will be
deemed amended to the extent necessary to conform to such
laws, rules, and regulations.
Purchase for Unless a registration statement under the Securities Act
Investment covers the shares of Common Stock a participant receives upon
and Other exercise of his Award, the Administrator may require, at the
Restrictions time of such exercise or receipt of a grant, that the
participant agree in writing to acquire such shares for
investment and not for public resale or distribution, unless
and until the shares subject to the Award are registered under
the Securities Act. Unless the shares are registered under
the Securities Act, the participant must acknowledge:
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Navigant International, Inc.
1998 Stock Incentive Plan
Page 12 of 15
that the shares purchased on exercise of the Award are not
so registered,
that the participant may not sell or otherwise transfer the
shares unless
the shares have been registered under the Securities
Act in connection with the sale or transfer thereof, or
counsel satisfactory to the Company has issued an
opinion satisfactory to the Company that the sale or
other transfer of such shares is exempt from
registration under the Securities Act, and
such sale or transfer complies with all other
applicable laws, rules, and regulations, including all
applicable Federal and state securities laws, rules,
and regulations.
Additionally, the Common Stock, when issued upon the exercise
of an Award, will be subject to any other transfer
restrictions, rights of first refusal, and rights of
repurchase set forth in or incorporated by reference into
other applicable documents, including the Company's articles
or certificate of incorporation, by-laws, or generally
applicable stockholders' agreements.
The Administrator may, in its sole discretion, take whatever
additional actions it deems appropriate to comply with such
restrictions and applicable laws, including placing legends on
certificates and issuing stop-transfer orders to transfer
agents and registrars.
Tax The participant must satisfy all applicable Federal, state,
Withholding and local income and employment tax withholding requirements
before the Company will deliver stock certificates upon the
exercise of an Award. The Company may decide to satisfy the
withholding obligations through additional withholding on
salary or wages. If the Company does not or cannot withhold
from other compensation, the participant must pay the Company,
with a cashier's check or certified check, the full amounts
required by withholding. Payment of withholding obligations
is due before the Company issues shares with respect to the
Award. If the Administrator so determines, the participant may
instead satisfy the withholding obligations by directing the
Company to retain shares from the Award exercise, by tendering
previously owned shares,
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Navigant International, Inc.
1998 Stock Incentive Plan
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or by attesting to his ownership of shares (with the
distribution of net shares).
Transfers, Unless the Administrator otherwise approves in advance in
Assignments writing for estate planning or other purposes, an Award may
and Pledges not be assigned, pledged, or otherwise transferred in any way,
whether by operation of law or otherwise or through any legal
or equitable proceedings (including bankruptcy), by the
participant to any person, except by will or by operation of
applicable laws of descent and distribution. If Rule 16b-3
then applies to an Award, the participant may not transfer or
pledge shares of Common Stock acquired under a Stock Grant or
upon exercise of an Option until at least six months have
elapsed from (but excluding) the Date of Grant, unless the
Administrator approves otherwise in advance in writing. The
Administrator may, in its discretion, expressly provide that a
participant may transfer his Award without receiving
consideration to (i) members of his immediate family
(children, grandchildren, or spouse); (ii) trusts for the
benefit of such family members; or (iii) partnerships where
the only partners are such family members.
Amendment or The Board may amend, suspend, or terminate the Plan at any
Termination time, without the consent of the participants or their
of Plan and beneficiaries; provided, however, that no amendment will
Options deprive any participant or beneficiary of any previously
declared Award. Except as required by law or by the Corporate
Changes section, the Administrator may not, without the
participant's or beneficiary's consent, modify the terms and
conditions of an Award so as to adversely affect the
participant. No amendment, suspension, or termination of the
Plan will, without the participant's or beneficiary's consent,
terminate or adversely affect any right or obligations under
any outstanding Awards.
Privileges of No participant and no beneficiary or other person claiming
Stock under or through such participant will have any right, title,
Ownership or interest in or to any shares of Common Stock allocated or
reserved under the Plan or subject to any Award except as to
such shares of Common Stock, if any, already issued to such
participant.
Effect on Whether exercising or receiving an Award causes the
Other Plans participant to accrue or receive additional benefits under any
pension or other plan is governed solely by the terms of such
other plan.
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Navigant International, Inc.
1998 Stock Incentive Plan
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Limitations Notwithstanding any other provisions of the Plan, no individual
on acting as a director, employee, or agent of the Company shall
Liability be liable to any participant, former participant, spouse,
beneficiary, or any other person for any claim, loss,
liability, or expense incurred in connection with the Plan,
nor shall such individual be personally liable because of any
contract or other instrument he executes in such other
capacity. The Company will indemnify and hold harmless each
director, employee, or agent of the Company to whom any duty
or power relating to the administration or interpretation of
the Plan has been or will be delegated, against any cost or
expense (including attorneys' fees) or liability (including
any sum paid in settlement of a claim with the Board's
approval) arising out of any act or omission to act concerning
this Plan unless arising out of such person's own fraud or bad
faith.
No Employment Nothing contained in this Plan constitutes an employment
Contract contract between the Company and the participants. The Plan
does not give any participant any right to be retained in the
Company's employ, nor does it enlarge or diminish the
Company's right to end the participant's employment.
Applicable Law The laws of the State of Delaware (other than its choice of law
provisions) govern this Plan and its interpretation.
Duration of Unless the Board extends the Plan's term, the Administrator
Plan may not grant Awards after June 8, 2008. The Plan will then
terminate but will continue to govern unexercised and
unexpired Awards.
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1998 Stock Incentive Plan
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