{"id":38176,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1991-stock-compensation-plan-daimler-chrysler-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1991-stock-compensation-plan-daimler-chrysler-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1991-stock-compensation-plan-daimler-chrysler-corp.html","title":{"rendered":"1991 Stock Compensation Plan &#8211; Daimler Chrysler Corp."},"content":{"rendered":"<pre>\n                             CHRYSLER CORPORATION\n \n                          1991 STOCK COMPENSATION PLAN\n                             EFFECTIVE MAY 16, 1991\n                      AS AMENDED THROUGH May 6, 1998\n \nSECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.\n \nThe name of the plan is the Chrysler Corporation 1991 Stock Compensation\nPlan (the \"Plan\"). The purpose of the Plan is to enable the Company (as\nhereinafter defined) and its Subsidiaries (as hereinafter defined) to \nobtain and retain competent personnel who will contribute to the \nCompany's success by their ability, ingenuity and industry and to \nprovide incentives to the participating officers, key salaried \nemployees and nonemployee directors which are related to increases in \nstockholder value and will therefore inure to the benefit of all\nstockholders of the Company.\n \nFor purposes of the Plan, the following terms shall be defined as set \nforth below:\n \n(a) \"Award\" means any grant under the Plan in the form of Stock\nOptions, Stock Appreciation Rights, Limited Stock Appreciation Rights,\nPerformance Stock Units, Restricted Stock Units or any combination of \nthe foregoing.\n \n(b) \"Board\" means the Board of Directors of the Company.\n \n(c) \"Change in Control\" has the meaning given in Section 14 of the\nPlan.\n \n(d) \"Code\" means the Internal Revenue Code of 1986, as amended from\ntime to time, or any successor thereto.\n \n(e) \"Committee\" means the Stock Option Committee, or any other\ncommittee the Board may subsequently appoint to administer the Plan. \nThe Committee shall be composed entirely of Directors who meet the\nqualifications referred to in Section 2 of the Plan.\n \n(f) \"Company\" means Chrysler Corporation, a corporation incorporated\nunder the laws of the State of Delaware (or any successor corporation).\n \n(g) \"Director\" means any member of the Board, whether or not such\nmember is a Nonemployee Director, and \"Nonemployee Director\" means a\nDirector who is not an employee of the Company, any Subsidiary or any\nRelated Entity.\n\n\n\n(h) \"Disability\" means being permanently and totally disabled under\nany insurance program of the Company, any Subsidiary or any Related \nEntity, except that, in the case of a Nonemployee Director, Disability \nshall mean a permanent and total disability within the meaning of \nSection 22(e) of the Code.\n \n(i) \"Eligible Employee\" means an employee of the Company, any\nSubsidiary or any Related Entity as described in Section 4 of the Plan.\n \n(j) \"Fair Market Value\" means, as of any given date, with respect to\nany Awards granted hereunder, the mean of the high and low trading \nprice of the Stock on such date as reported on the New York Stock \nExchange or, if the Stock is not then traded on the New York Stock \nExchange, on such other national securities exchange on which the \nStock is admitted to trade or, if none, on the National Association \nof Securities Dealers Automated Quotation System if the Stock is \nadmitted for quotation thereon; provided, however, that if any such \nexchange or quotation system is closed on any day on which\nFair Market Value is to be determined, Fair Market Value shall be\ndetermined as of the first day immediately preceding such day on which \nsuch exchange or quotation system was open for trading.\n \n(k) \"Incentive Stock Option\" means any Stock Option intended to\nqualify as an \"incentive stock option\" within the meaning of Section \n422 of the Code.\n \n(l) \"Limited Stock Appreciation Right\" means a Stock Appreciation\nRight that can be exercised only in the event of a Change in Control.\n \n(m) \"Nonqualified Stock Option\" means any Stock Option that is not an\nIncentive Stock Option.\n \n(n) \"Optionee\" means a Participant granted a Stock Option pursuant to\nSection 5 of the Plan which remains outstanding.\n \n(o) \"Participant\" means any Eligible Employee selected by the\nCommittee, pursuant to the Committee's authority in Section 2 of the \nPlan, to receive Awards and, solely to the extent provided by Sections \n9, 10, and 11 of the Plan, Nonemployee Directors of the Company.\n \n(p) \"Performance Stock Unit\" means the right to receive one share of\nStock as set forth in an Award granted pursuant to Section 8 of the \nPlan, the vesting of which is subject to restrictions that will lapse \nupon the attainment of performance objectives.\n \n(q) \"Related Entity\" means any corporation, joint venture or other\nentity, domestic or foreign, other than a Subsidiary, in which the \nCompany\n\n                                      2\n\n\n     owns, directly or indirectly, a substantial equity interest.\n \n          (r) \"Restricted Stock Unit\" means the right to receive one share of\n     Stock as set forth in an Award granted pursuant to Section 8 of the Plan,\n     the vesting of which is subject to restrictions that will lapse with the\n     passage of time; except that, in the case of a Nonemployee Director,\n     Restricted Stock Unit shall mean the right to receive one share of Stock as\n     set forth in Section 10 of the Plan.\n \n          (s) \"Retirement\" means (i) retirement from active employment under a\n     pension plan of the Company, any Subsidiary or Related Entity or under an\n     employment contract with any of them or (ii) termination of employment at\n     or after age 55 under circumstances which the Committee, in its sole\n     discretion, deems equivalent to retirement; except that, in the case of a\n     Nonemployee Director, Retirement shall mean termination of service as a\n     Director after attaining age 72 (or such other age as the Board may\n     establish from time to time by resolution) for purposes of Section 10 of\n     the Plan.\n \n          (t) \"Stock\" means the common stock of the Company.\n \n          (u) \"Stock Appreciation Right\" means the right pursuant to an Award\n     granted under Section 6 of the Plan, (i) in the case of a Related Stock\n     Appreciation Right (as defined in Section 6 of the Plan), to surrender to\n     the Company all or a portion of the related Stock Option and receive an\n     amount equal to the excess of the Fair Market Value of one share of Stock\n     as of the date such Stock Option or portion thereof is surrendered over the\n     option price per share specified in such Stock Option, multiplied by the\n     number of shares of Stock in respect of which such Stock Option is being\n     surrendered, and (ii) in the case of a Freestanding Stock Appreciation\n     Right (as defined in Section 6 of the Plan), to exercise such Freestanding\n     Stock Appreciation Right and receive an amount equal to the excess of the\n     Fair Market Value of one share of Stock as of the date of exercise over the\n     price per share specified in such Freestanding Stock Appreciation Right,\n     multiplied by the number of shares of Stock in respect of which such\n     Freestanding Stock Appreciation Right is being exercised.\n \n          (v) \"Stock Option\" means any option to purchase shares of Stock\n     granted pursuant to Section 5 of the Plan, including any Reload Option (as\n     defined in Section 5 of the Plan).\n \n          (w) \"Subsidiary\" means any corporation in an unbroken chain of\n     corporations, beginning with the Company, if each of the corporations\n     (other than the last corporation in the unbroken chain) owns stock\n     possessing 50% or more of the total combined voting power of all classes of\n     stock in one of the other corporations in the chain.\n \n\n\n                                      3\n\n\n\n\nSECTION 2. ADMINISTRATION.\n \n     The Plan shall be administered by the Committee, composed of not less\nthan two Nonemployee Directors, each of whom shall be a \"Non-Employee Director\"\nwithin the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as\namended from time to time (the \"Exchange Act\"), or meet any other applicable\nstandard for administrators under that or any similar rule which may be in\neffect from time to time. Each member of the Committee shall be appointed by\nthe Board and serve at the pleasure of the Board.\n \n     The Committee shall have the power and authority in its sole discretion to\ngrant Awards to Eligible Employees pursuant to the terms and provisions of the\nPlan.\n \n     In particular, the Committee shall have full authority, not inconsistent\nwith the Plan:\n \n          (a) to select Participants from among the Eligible Employees;\n \n          (b) to determine whether and to what extent Awards are to be granted\n     to Eligible Employees hereunder;\n \n          (c) to determine the number of shares of Stock to be covered by each\n     such Award granted hereunder, but in no case shall the aggregate of all\n     shares of Stock issued under the Plan be greater than that allowed under\n     the Plan, and in no case shall the number of shares of Stock to be covered\n     by all such Awards (excluding grants of Restricted Stock Units) made to the\n     same Eligible Employee during the five year period beginning January 1,\n     1997 and ending December 31, 2001 exceed ten percent of the total number of\n     shares of Stock approved by the stockholders of the Company for issuance\n     under the Plan (as such number may be increased from time to time in\n     accordance with Section 12 hereof, and as such number may be adjusted from\n     time to time in accordance with Section 3 hereof for changes in corporate\n     structure or capitalization affecting the Stock);\n \n          (d) to determine the terms and conditions of any Award granted\n     hereunder (including, without limitation, (i) the restricted periods\n     applicable to Restricted Stock Unit Awards and (ii) the performance\n     objectives and periods applicable to Performance Stock Unit Awards);\n \n          (e) to waive compliance by a Participant with any obligation to be\n     performed by him or her under any Award and to waive any term or condition\n     of any such Award (provided, however, that no such waiver shall\n     detrimentally affect the rights of a Participant without such Participant's\n     consent); and\n\n\n\n                                      4\n\n\n \n          (f) to determine the terms and conditions which shall govern all\n     written agreements evidencing the Awards.\n \n     The Committee shall have the authority to adopt, alter and repeal such\nadministrative rules, guidelines and practices governing the Plan as it shall,\nfrom time to time, deem advisable; to interpret the provisions of the Plan and\nthe terms and conditions of any Award issued, expired, terminated, cancelled or\nsurrendered under the Plan (and any agreements relating thereto); and to\notherwise supervise the administration of the Plan.\n \n     All decisions made by the Committee pursuant to the provisions of the Plan\nand as to the terms and conditions of any Award (and any agreements relating\nthereto) shall be final and binding on all persons, including the Company and\nthe Participants.\n \n     Notwithstanding anything else contained in this Plan to the contrary, if\nany award of Performance Stock Units is intended at the time of grant to be\nother performance based compensation within the meaning of Section 162(m)(4)(C)\nof the Code, to the extent required to so qualify any award hereunder, the\nCommittee shall not be entitled to exercise any discretion otherwise authorized\nunder this Plan with respect to such award if the ability to exercise such\ndiscretion (as opposed to the exercise of such discretion) would cause such\naward to fail to qualify as other performance based compensation.\n \nSECTION 3. NUMBER OF SHARES OF STOCK SUBJECT TO PLAN.\n \n     The total number of shares of Stock reserved and available for issuance\nunder the Plan shall be eighty-six (86) million shares as constituted at the\ntime of the annual meeting of stockholders on May 15, 1997, inclusive of the 56\nmillion shares previously reserved for issuance under the Plan. Such shares of\nStock may consist, in whole or in part, of authorized and unissued shares of\nStock or issued shares of Stock reacquired by the Company at any time, as the\nBoard may determine.\n\n     To the extent that (a) a Stock Option expires or is otherwise terminated,\ncancelled or surrendered without being exercised (including, without limitation,\nin connection with the grant of a replacement option) or (b) any Restricted\nStock Unit Award or Performance Stock Unit Award granted hereunder expires or is\notherwise terminated or is cancelled, the shares of Stock underlying such Stock\nOption or subject to such Restricted Stock Unit Award or Performance Stock Unit\nAward shall again be available for issuance in connection with future Awards\nunder the Plan.\n\n\n                                      5\n\n\n\n \n \n     Upon the exercise of a Related Stock Appreciation Right or Related Limited\nStock Appreciation Right (as defined in Section 7 of the Plan), the Stock\nOption, or the part thereof to which such Related Stock Appreciation Right or\nRelated Limited Stock Appreciation Right is related, shall be deemed to have\nbeen exercised for the purpose of the limitation on the number of shares of\nStock to be issued under the Plan, but only to the extent of the number of\nshares of Stock in respect of which the Related Stock Appreciation Right or\nRelated Limited Stock Appreciation Right was exercised.\n \n     In the event of any merger, reorganization, consolidation,\nrecapitalization, stock dividend, or other change in corporate structure or\ncapitalization affecting the Stock, the Committee in its sole discretion may\nmake an adjustment or substitution in the number and class of shares reserved\nfor issuance under the Plan, the number and class of shares covered by\noutstanding Awards and the option price per share of Stock Options or the\napplicable price per share specified in Stock Appreciation Rights or Limited\nStock Appreciation Rights to reflect the effect of such change in corporate\nstructure or capitalization on the Stock; provided, however, that any fractional\nshares resulting from such adjustment shall be eliminated; provided, further,\nhowever, that if by reason of any such change in corporate structure or\ncapitalization a Participant holding a Restricted Stock Unit Award or\nPerformance Stock Unit Award shall be entitled, subject to the terms and\nconditions of such Award, to additional or different shares of any security, the\nissuance of such additional or different shares shall thereupon be subject to\nall of the terms and conditions (including restrictions and performance\ncriteria) which were applicable to such Award prior to such change in corporate\nstructure or capitalization; and, provided, further, however, that unless the\nCommittee in its sole discretion determines otherwise, any issuance by the\nCompany of shares of stock of any class or securities convertible into shares of\nstock of any class shall not affect, and no such adjustment or substitution by\nreason thereof shall be made with respect to, the number or class of shares\nreserved for issuance under the Plan, the number or class of shares covered by\noutstanding Awards or any option price or applicable price.\n \nSECTION 4. ELIGIBILITY.\n \n     Officers and other key salaried employees of the Company, its Subsidiaries\nand its Related Entities who are responsible for or contribute to the\nmanagement, growth or profitability of the business of the Company, its\nSubsidiaries or its Related Entities shall be eligible to be granted Awards and\nany former officers and key salaried employees of the Company, its Subsidiaries\nand its Related Entities shall be eligible to be granted Reload Options with\nrespect to Stock Options granted to them while they were employees; provided,\nhowever, with respect to an employee of a Related Entity, that such person was\nan employee of the Company, a Subsidiary or, if originally an employee of the\n\n\n                                      6\n\n\n\nCompany or a Subsidiary, or another Related Entity immediately prior to becoming\nemployed by such Related Entity and accepted employment with such Related Entity\nat the request of the Company or a Subsidiary. The Participants under the Plan\nshall be selected, from time to time, by the Committee, in its sole discretion,\nfrom among those Eligible Employees.\n \nSECTION 5. STOCK OPTIONS.\n \n     (a) Grant and Exercise. Stock Options may be granted either alone or in\naddition to other Awards granted under the Plan. Any Stock Option granted under\nthe Plan shall be in such form as the Committee may, from time to time,\napprove, and the terms and conditions of Stock Option Awards need not be the\nsame with respect to each Optionee. Optionees shall enter into a Stock Option\nagreement (\"Stock Option Agreement\") with the Company, in such form as the\nCommittee shall determine, which agreement shall set forth, among other things,\nthe option price of the option, the term of the option and conditions regarding\nexercisability of the option granted thereunder.\n \n          (i) Nature of Options. The Committee shall have the authority to grant\n     any Participant either Incentive Stock Options, Nonqualified Stock Options\n     or both types of Stock Options (in each case with or without Stock\n     Appreciation Rights or Limited Stock Appreciation Rights), except that the\n     Committee shall not grant any Incentive Stock Options to an employee of a\n     Related Entity. Any Stock Option which does not qualify as an Incentive\n     Stock Option, or the terms of which at the time of its grant provide that\n     it shall not be treated as an Incentive Stock Option, shall constitute a\n     Nonqualified Stock Option.\n \n          (ii) Exercisability. Subject to such terms and conditions as shall be\n     determined by the Committee in its sole discretion at or after the time of\n     grant, Stock Options shall be exercisable from time to time to the extent\n     of 40% of the number of shares of Stock covered by the Stock Option on and\n     after the first anniversary and before the second anniversary of the date\n     of grant of the Stock Option, to the extent of 70% of the number of shares\n     of Stock covered by the Stock Option on and after the second anniversary\n     and before the third anniversary of the date of grant of the Stock Option\n     and to the extent of 100% of the number of shares of Stock covered by the\n     Stock Option on and after the third anniversary of the date of grant of the\n     Stock Option and before the expiration of the stated term of the Stock\n     Option (or to such lesser extent as the Committee in its sole discretion\n     shall determine at the time of grant or to such greater extent as the\n     Committee in its sole discretion shall determine at or after the time of\n     grant).\n \n          (iii) Method of Exercise. Stock Options may be exercised by giving\n     written notice of exercise delivered in person or by mail as required by\n\n\n\n\n                                      7\n\n\n\n     the terms of any Stock Option Agreement at the Company's principal\n     executive office, specifying the number of shares of Stock with respect to\n     which the Stock Option is being exercised, accompanied by payment in full\n     of the option price in cash or its equivalent as determined by the\n     Committee in its sole discretion. If requested by the Committee, the\n     Optionee shall deliver to the Company the Stock Option Agreement evidencing\n     the Stock Option being exercised for notation thereon of such exercise and\n     return thereafter of such agreement to the Optionee. As determined by the\n     Committee in its sole discretion at or after the time of grant, payment of\n     the option price in full or in part may also be made in the form of shares\n     of unrestricted Stock already owned by the Optionee (based on the Fair\n     Market Value of the Stock on the date the Stock Option is exercised);\n     provided, however, that in the case of an Incentive Stock Option, the right\n     to make payment of the option price in the form of already owned shares of\n     Stock may be authorized only at the time of grant. An Optionee shall\n     generally have the rights to dividends or other rights of a stockholder\n     with respect to shares of Stock subject to the Stock Option when the\n     Optionee has given written notice of exercise, has paid in full for such\n     shares of Stock, and, if requested, has made the representations described\n     in Section 13(a) of the Plan.\n \n          (iv) Reload Options. The Committee shall have the authority to\n     specify, at the time of grant or, with respect to Nonqualified Stock\n     Options, at or after the time of grant, that an Optionee shall be granted a\n     Nonqualified Stock Option (a \"Reload Option\") in the event such Optionee\n     exercises all or a part of a Stock Option (an \"Original Option\") by\n     surrendering in accordance with Section 5(a)(iii) of the Plan already owned\n     shares of unrestricted Stock in full or partial payment of the option price\n     under such Original Option, subject to the availability of shares of Stock\n     under the Plan at the time of such exercise. Each Reload Option shall cover\n     a number of shares of Stock equal to the number of shares of Stock\n     surrendered in payment of the option price under such Original Option,\n     shall have an option price per share of Stock equal to the Fair Market\n     Value of the Stock on the date of grant of such Reload Option and shall\n     expire on the stated expiration date of the Original Option. A Reload\n     Option shall be exercisable at any time and from time to time from and\n     after the date of grant of such Reload Option (or, as the Committee in its\n     sole discretion shall determine at or after the time of grant, at such time\n     or times as shall be specified in the Reload Option). Any Reload Option may\n     provide for the grant, when exercised, of subsequent Reload Options to the\n     extent and upon such terms and conditions, consistent with this Section\n     5(a)(iv), as the Committee in its sole discretion shall specify at or after\n     the time of grant of such Reload Option. A Reload Option shall contain such\n     other terms and conditions, which may include a restriction on the\n     transferability of the shares of Stock received upon exercise of the\n     Original Option representing at least the after-tax profit received upon \n\n\n                                      8\n\n\n\n     exercise of the Original Option, as the Committee in its sole\n     discretion shall deem desirable and which may be set forth in rules or\n     guidelines adopted by the Committee or in the Stock Option Agreements\n     evidencing the Reload Options.\n \n     (b) Terms and Conditions. Stock Options granted under the Plan shall be\nsubject to the following terms and conditions and shall contain such additional\nterms and conditions, not inconsistent with the terms of the Plan, as the\nCommittee shall deem desirable.\n \n          (i) Option Price. The option price per share of Stock purchasable\n     under a Stock Option (other than a Reload Option) shall be determined by\n     the Committee at the time of grant, but shall be not less than 100% of the\n     Fair Market Value of the Stock on the date of the grant; provided, however,\n     that if any Participant owns or is deemed to own (by reason of the\n     attribution rules of Section 424(d) of the Code) more than 10% of the\n     combined voting power of all classes of stock of the Company or any\n     Subsidiary when an Incentive Stock Option is granted to such Participant,\n     the option price of such Incentive Stock Option (to the extent required by\n     the Code at the time of grant) shall be not less than 110% of the Fair\n     Market Value of the Stock on the date such Incentive Stock Option is\n     granted.\n \n          (ii) Option Term. The term of each Stock Option shall be fixed by the\n     Committee at the time of grant, but no Stock Option shall be exercisable\n     more than ten years after the date such Stock Option is granted; provided,\n     however, that if any Participant owns or is deemed to own (by reason of the\n     attribution rules of Section 424(d) of the Code) more than 10% of the\n     combined voting power of all classes of stock of the Company or any\n     Subsidiary when an Incentive Stock Option is granted to such Participant,\n     such Stock Option (to the extent required by the Code at time of grant)\n     shall not be exercisable more than five years from the date such Incentive\n     Stock Option is granted.\n \n          (iii) Transferability of Options. No Stock Options shall be\n     transferable by the Optionee otherwise than by will or by the laws of\n     descent and distribution and all Stock Options shall be exercisable, during\n     the Optionee's lifetime, only by the Optionee.\n \n          (iv) Option Exercise After Termination by Reason of Disability or\n     Retirement. If an Optionee's employment with the Company, any Subsidiary or\n     any Related Entity terminates by reason of Disability or Retirement, any\n     Stock Option held by such Optionee may thereafter be exercised for a period\n     of five years (or such shorter period as the Committee in its sole\n     discretion shall specify at or after the time of grant) from the date of\n     such termination or until the expiration of the stated term of such Stock\n\n\n\n                                      9\n\n\n     Option, whichever period is shorter, to the extent to which the Optionee\n     would on the date of exercise have been entitled to exercise the Stock\n     Option if such Optionee had continued to be employed by the Company, such\n     Subsidiary or such Related Entity (or to such greater or lesser extent as\n     the Committee in its sole discretion shall determine at or after the time\n     of grant). In the event of a termination of employment by reason of\n     Disability or Retirement, if an Incentive Stock Option is exercised after\n     the expiration of the exercise period that applies for purposes of Section\n     422 of the Code, such Stock Option will thereafter be treated as a\n     Nonqualified Stock Option.\n \n          (v) Option Exercise After Termination by Consent. If an Optionee's\n     employment with the Company or any Subsidiary is terminated by the\n     Company or such Subsidiary under mutually satisfactory conditions or if an\n     Optionee's employment with a Related Entity is terminated under conditions\n     mutually satisfactory to such Related Entity and the Optionee, the\n     Committee or its designee, in its sole discretion, may permit the \n     Optionee to exercise any Stock Option held by such Optionee for a period\n     of one year (or such shorter period as the Committee or its designee in\n     its sole discretion shall specify at or after the time of grant) from the\n     date of such termination or until the expiration of the stated term of\n     such Stock Option, whichever period is shorter, to the extent to which the\n     Optionee would on the date of exercise have been entitled to exercise the\n     Stock Option if such Optionee had continued to be employed by the Company,\n     such Subsidiary or such Related Entity (or to such greater or lesser\n     extent as the Committee or its designee in its sole discretion shall\n     determine at or after the time of grant). If an Optionee's employment with\n     the Company or any Subsidiary is terminated in connection with such\n     Optionee's acceptance of employment, at the request of the Company or a\n     Subsidiary, with a Related Entity (or an Optionee's employment with one\n     Related Entity is terminated in connection with such Optionee's acceptance\n     of employment, at the request of the Company or a Subsidiary, with another\n     Related Entity), the Committee or its designee in its sole discretion may\n     permit the Optionee to exercise any Stock Option held by such Optionee\n     after the date of such termination at any time until the expiration of the\n     stated term of the Stock Option (or such shorter period as the Committee\n     or its designee in its sole discretion shall specify at or after the time\n     of grant), to the extent that the Optionee would on the date of exercise\n     have been entitled to exercise such Stock Option if such Optionee had\n     continued to be employed by the Company or such Subsidiary (or such\n     initial Related Entity), provided that the Optionee has been in continuous\n     employ with the Related Entity to which such Optionee has moved from the\n     date of acceptance of employment therewith until the date of exercise. In\n     the event of a termination of employment by the Company, any Subsidiary or\n     any Related Entity under mutually satisfactory conditions, if an Incentive\n     Stock Option is exercised after the expiration of the exercise period that\n\n\n\n\n                                     10\n\n\n\n     applies for purposes of Section 422 of the Code, such Stock Option will\n     thereafter be treated as a Nonqualified Stock Option.  The Committee may\n     delegate to an officer of the Company the discretionary authority provided\n     under this Section 5(b)(v) to permit an Optionee to exercise a Stock\n     Option following termination of employment.  Such delegation shall be in\n     writing, shall designate the corporate officer by office title, shall\n     continue in effect with respect to any individual thereafter elected to\n     such office until revoked by the Committee, and shall be limited in scope\n     to Optionees who were not officers of the Company at the time of\n     termination.  All decisions made by such designee shall be final and\n     binding on the Optionee.\n        \n          (vi) Option Exercise After Termination by Death. If (x) an Optionee's\n     employment with the Company, any Subsidiary or any Related Entity\n     terminates by reason of death, (y) an Optionee dies within the five year\n     period (or such shorter period as the Committee shall have specified for\n     exercise in accordance with Section 5(a)(iv) of the Plan) following\n     termination by reason of Disability or Retirement as set forth in Section\n     5(a)(iv) of the Plan or (z) an Optionee dies within the one year period (or\n     such shorter period as the Committee shall have specified for exercise in\n     accordance with Section 5(a)(v) of the Plan) following termination under\n     mutually satisfactory conditions as set forth in the first sentence of\n     Section 5(a)(v) of the Plan, any Stock Option held by such Optionee may\n     thereafter be exercised by the legal representative of the estate or by the\n     legatee of the Optionee under the will of the Optionee for a period of one\n     year (or such shorter period as the Committee in its sole discretion shall\n     specify at or after the time of grant) from the date of such death or until\n     the expiration of the stated term of such Stock Option, whichever period is\n     shorter, to the extent to which the Optionee would on the date of exercise\n     have been entitled to exercise the Stock Option if such Optionee had\n     continued to be employed by the Company, such Subsidiary or such Related\n     Entity (or to such greater or lesser extent as the Committee in its sole\n     discretion shall determine at or after the time of grant).\n \n          (vii) Restriction on Exercise After Termination. Notwithstanding the\n     provisions of this Section 5, but subject to the provisions of Section 14\n     of the Plan, the exercise of any Stock Option after termination of\n     employment shall be subject to satisfaction of the conditions precedent\n     that the Optionee neither, (x) takes other employment or renders services\n     to others without the written consent of the Company, nor (y) conducts\n     himself in a manner adversely affecting the Company.\n \n          (viii) Other Termination. Except as otherwise provided in this Section\n     5 or Section 14 of the Plan, or as determined by the Committee in its sole\n     discretion, if an Optionee's employment with the Company, any Subsidiary or\n     any Related Entity terminates, all Stock Options held by the Optionee will\n\n\n                                     11\n\n\n\n     terminate.\n \n          (ix) Annual Limit on Incentive Stock Options. To the extent required\n     for \"incentive stock option\" treatment under Section 422 of the Code, the\n     aggregate Fair Market Value (determined as of the date the Incentive Stock\n     Option is granted) of the shares of Stock with respect to which Incentive\n     Stock Options granted under the Plan and all other option plans of the\n     Company or any Subsidiary become exercisable for the first time by an\n     Optionee during any calendar year shall not exceed $100,000; provided,\n     however, that if the aggregate Fair Market Value (so determined) of the\n     shares of Stock covered by such options exceeds $100,000 during any year in\n     which they become exercisable, such options with a Fair Market Value in\n     excess of $100,000 will be Nonqualified Stock Options.\n \nSECTION 6. STOCK APPRECIATION RIGHTS.\n \n     (a) Grant and Exercise. Stock Appreciation Rights may be granted either\nin conjunction with all or part of any Stock Option granted under the Plan\n(\"Related Stock Appreciation Rights\") or alone (\"Freestanding Stock\nAppreciation Rights\") and, in either case, in addition to other Awards granted\nunder the Plan. Participants shall enter into a Stock Appreciation Rights\nagreement with the Company if requested by the Committee, in such form as the\nCommittee shall determine.\n \n          (i) Time of Grant. Related Stock Appreciation Rights related to a\n     Nonqualified Stock Option may be granted either at or after the time of the\n     grant of such Nonqualified Stock Option. Related Stock Appreciation Rights\n     related to an Incentive Stock Option may be granted only at the time of the\n     grant of such Incentive Stock Option. Freestanding Stock Appreciation\n     Rights may be granted at any time.\n \n          (ii) Exercisability. Related Stock Appreciation Rights shall be\n     exercisable only at such time or times and to the extent that the Stock\n     Options to which they relate shall be exercisable in accordance with the\n     provisions of Section 5(a)(ii) of the Plan and Freestanding Stock\n     Appreciation Rights shall be exercisable, subject to such terms and\n     conditions as shall be determined by the Committee in its sole discretion\n     at or after the time of grant, from time to time, to the extent that Stock\n     Options are exercisable in accordance with the provisions of Section\n     5(a)(ii) of the Plan. A Related Stock Appreciation Right granted in\n     connection with an Incentive Stock Option may be exercised only if and when\n     the Fair Market Value of the Stock subject to the Incentive Stock Option\n     exceeds the option price of such Stock Option.\n \n          (iii) Method of Exercise. Stock Appreciation Rights shall be exercised\n     by a Participant by giving written notice of exercise delivered in person\n\n\n\n\n\n                                     12\n\n\n\n     or by mail as required by the terms of any agreement evidencing the Stock\n     Appreciation Right at the Company's principal executive office, specifying\n     the number of shares of Stock in respect of which the Stock Appreciation\n     Right is being exercised. If requested by the Committee, the Participant\n     shall deliver to the Company the agreement evidencing the Stock\n     Appreciation Right being exercised and, in the case of a Related Stock\n     Appreciation Right, the Stock Option Agreement evidencing any related Stock\n     Option, for notation thereon of such exercise and return thereafter of such\n     agreements to the Participant.\n \n          (iv) Amount Payable. Upon the exercise of a Related Stock Appreciation\n     Right, an Optionee shall be entitled to receive an amount in cash or shares\n     of Stock equal in value to the excess of the Fair Market Value of one share\n     of Stock on the date of exercise over the option price per share specified\n     in the related Stock Option, multiplied by the number of shares of Stock in\n     respect of which the Related Stock Appreciation Right shall have been\n     exercised, with the Committee having in its sole discretion the right to\n     determine the form of payment.\n \n     Upon the exercise of a Freestanding Stock Appreciation Right, a Participant\n     shall be entitled to receive an amount in cash or shares of Stock equal in\n     value to the excess of the Fair Market Value of one share of Stock on the\n     date of exercise over the price per share specified in the Freestanding\n     Stock Appreciation Right, which shall be not less than 100% of the Fair\n     Market Value of the Stock on the date of grant, multiplied by the number of\n     shares of Stock in respect of which the Freestanding Stock Appreciation\n     Right shall have been exercised, with the Committee having in its sole\n     discretion the right to determine the form of payment.\n \n     (b) Terms and Conditions. Stock Appreciation Rights granted under the Plan\nshall be subject to the following terms and conditions and shall contain such\nadditional terms and conditions, not inconsistent with the terms of the Plan, as\nthe Committee shall deem desirable.\n \n          (i) Term of Stock Appreciation Rights. The term of a Related Stock\n     Appreciation Right shall be the same as the term of the related Stock\n     Option. A Related Stock Appreciation Right or applicable portion thereof\n     shall terminate and no longer be exercisable upon the exercise,\n     termination, cancellation or surrender of the related Stock Option, except\n     that, unless otherwise provided by the Committee in its sole discretion at\n     or after the time of grant, a Related Stock Appreciation Right granted with\n     respect to less than the full number of shares of Stock covered by a\n     related Stock Option shall terminate and no longer be exercisable if and to\n     the extent that the number of shares of Stock covered by the exercise,\n     termination, cancellation or surrender of the related Stock Option exceeds\n     the number of shares of Stock not covered by the Related Stock Appreciation\n \n                                     13\n\n\n     Right.\n \n     The term of each Freestanding Stock Appreciation Right shall be fixed by\n     the Committee, but no Freestanding Stock Appreciation Right shall be\n     exercisable more than ten years after the date such right is granted.\n \n          (ii) Transferability of Stock Appreciation Rights. Stock Appreciation\n     Rights shall be transferable only when and to the extent that a Stock\n     Option would be transferable under Section 5(b) (iii) of the Plan.\n \n          (iii) Termination of Employment. In the event of the termination of\n     employment of an Optionee holding a Related Stock Appreciation Right, such\n     right shall be exercisable to the same extent that the related Stock Option\n     is exercisable after such termination.\n \n     In the event of the termination of employment of the holder of a\n     Freestanding Stock Appreciation Right, such right shall be exercisable to\n     the same extent that a Stock Option with the same terms and conditions as\n     such Freestanding Stock Appreciation Right would have been exercisable in\n     the event of the termination of employment of the holder of such Stock\n     Option.\n \nSECTION 7. LIMITED STOCK APPRECIATION RIGHTS.\n \n     (a) Grant and Exercise. Limited Stock Appreciation Rights may be granted\neither in conjunction with all or part of any Stock Option granted under the\nPlan (\"Related Limited Stock Appreciation Rights\") or alone (\"Freestanding\nLimited Stock Appreciation Rights\") and, in either case, in addition to other\nAwards granted under the Plan. Participants shall enter into a Limited Stock\nAppreciation Rights agreement with the Company if requested by the Committee, in\nsuch form as the Committee shall determine.\n \n          (i) Time of Grant. Related Limited Stock Appreciation Rights related\n     to a Nonqualified Stock Option may be granted either at or after the time\n     of the grant of such Nonqualified Stock Option. Related Limited Stock\n     Appreciation Rights related to an Incentive Stock Option may be granted\n     only at the time of the grant of such Incentive Stock Option. Freestanding\n     Limited Stock Appreciation Rights may be granted at any time.\n \n          (ii) Exercisability. Limited Stock Appreciation Rights can only be\n     exercised within the sixty-day period following a Change in Control.\n \n          (iii) Amount Payable. Upon the exercise of a Limited Stock\n     Appreciation Right, a Participant shall be entitled to receive an amount in\n     cash equal to the Change in Control Stock Appreciation (as defined in\n     Section 14 of the Plan) of one share of Stock on the date of exercise,\n\n\n\n\n                                     14\n\n\n\n     multiplied by the number of shares of Stock in respect of which the Limited\n     Stock Appreciation Right shall have been exercised.\n \n     (b) Other Provisions. The other provisions of Section 6 of the Plan shall\napply to Limited Stock Appreciation Rights to the extent not inconsistent with\nthe provisions of this Section 7.\n \nSECTION 8. RESTRICTED STOCK UNITS AND PERFORMANCE STOCK UNITS.\n \n     (a) Grant. Awards of Restricted Stock Units or Performance Stock Units may\nbe granted either alone or in addition to other Awards granted under the Plan.\nEach Restricted Stock Unit or Performance Stock Unit represents the right to\nreceive, subject to the terms and provisions of the Plan and any agreements\nevidencing such Awards, one share of Stock. If the Committee in its sole\ndiscretion so determines at the time of grant, a Participant to whom a\nRestricted Stock Unit Award or Performance Stock Unit Award has been granted may\nbe credited with an amount equivalent to all cash dividends (\"Dividend\nEquivalents\") that would have been paid to the holder of such Restricted Stock\nUnit Award or Performance Stock Unit Award if one share of Stock for every\nRestricted Stock Unit or Performance Stock Unit awarded had been issued to the\nholder on the date of grant of such Restricted Stock Unit Award or Performance\nStock Unit Award. The Committee shall determine the terms and conditions of each\nRestricted Stock Unit Award and Performance Stock Unit Award including, without\nlimitation, the number of Restricted Stock Units or Performance Stock Units to\nbe covered by such Award, the restricted period applicable to Restricted Stock\nUnit Awards and the performance objectives applicable to Performance Stock Unit\nAwards. The Committee in its sole discretion may prescribe\nterms and conditions applicable to the vesting of such Restricted Stock Unit\nAwards or Performance Stock Unit Awards in addition to those provided in the\nPlan. The Committee shall establish such rules and guidelines governing the\ncrediting of Dividend Equivalents, including the timing, form of payment and\npayment contingencies of Dividend Equivalents, as it may deem desirable. The\nCommittee in its sole discretion may at any time accelerate the time at which\nthe restrictions on all or any part of a Restricted Stock Unit Award lapse or\ndetermine the performance objectives with respect to all or any part of a\nPerformance Stock Unit Award to have been attained; provided, however, that the\nCommittee shall not be entitled to exercise such discretion to the extent that\nthe ability to exercise such discretion would cause the Performance Stock Unit\nAward to fail to qualify as other performance based compensation under Section\n162(m) of the Code. Restricted Stock Unit Awards and Performance Stock Unit\nAwards shall not be transferable otherwise than by will or by the laws of\ndescent and distribution. Shares of Stock shall be deliverable upon the vesting\nof Restricted Stock Unit Awards and Performance Stock Unit Awards for no\nconsideration other than services rendered or, in the Committee's sole\ndiscretion, the minimum amount of consideration other than services (such as the\n\n\n\n\n\n                                     15\n\n\npar value per share of Stock) required to be received by the Company in order to\nassure compliance with applicable state law, which amount shall not exceed 10%\nof the Fair Market Value of such shares of Stock on the date of issuance. Each\nsuch Award may be evidenced by a Restricted Stock Unit Award agreement\n(\"Restricted Stock Unit Award Agreement\") or Performance Stock Unit Award\nagreement (\"Performance Stock Unit Award Agreement\").\n \n     (b) Terms and Conditions. Unless otherwise determined by the Committee in\nits sole discretion:\n \n          (i) a breach of any term or condition provided in the Plan, the\n     Restricted Stock Unit Award Agreement or the Performance Stock Unit Award\n     Agreement or established by the Committee with respect to such Restricted\n     Stock Unit Award or Performance Stock Unit Award will cause a cancellation\n     of the unvested portion of such Restricted Stock Unit Award or Performance\n     Stock Unit Award (including any unvested Dividend Equivalents credited in\n     respect thereof) and the Participant shall not be entitled to receive any\n     consideration in respect of such cancellation; and\n \n          (ii) subject to Section 14 of the Plan, termination of such holder's\n     employment with the Company, any Subsidiary or any Related Entity prior to\n     the lapsing of the applicable restriction period or attainment of\n     applicable performance objectives will cause a cancellation of the unvested\n     portion of such Restricted Stock Unit Award or Performance Stock Unit Award\n     (including any Dividend Equivalents credited in respect thereof) and the\n     Participant shall not be entitled to receive any consideration in respect\n     of such cancellation.\n \n     (c) Completion of Restriction Period and Attainment of Performance\nObjectives. To the extent that restrictions with respect to any Restricted Stock\nUnit Award lapse or performance objectives with respect to any Performance Stock\nUnit Award are attained and provided that other applicable terms and conditions\nhave then been satisfied:\n \n          (i) such of the Restricted Stock Units or Performance Stock Units as\n     to which restrictions have lapsed or performance objectives have been\n     attained shall become vested and the Committee shall cause to be issued and\n     delivered to the Participant a stock certificate representing a number of\n     shares of Stock equal to such number of Restricted Stock Units or\n     Performance Stock Units, free of all restrictions, except as provided in\n     Section 15(a) of the Plan; and\n \n          (ii) any Dividend Equivalents credited in respect of such Restricted\n     Stock Units or Performance Stock Units shall become vested to the extent\n     that such Restricted Stock Units or Performance Stock Units shall have\n     become vested and the Committee shall cause such Dividend Equivalents to \n\n\n                                     16\n\n\n\n     be delivered to the Participant.\n \n     Any such Restricted Stock Unit Award or Performance Stock Unit Award\n(including any Dividend Equivalents credited in respect thereof) that shall not\nhave become vested at the end of the applicable restricted period or the period\ngiven for the attainment of performance objectives shall expire, terminate and\nbe cancelled and the Participant shall not thereafter have any rights with\nrespect to the Restricted Stock Units or Performance Stock Units (or any\nDividend Equivalents credited in respect thereof) covered thereby.\n\nSECTION 9. GRANT OF STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND LIMITED STOCK\n           APPRECIATION RIGHTS TO NONEMPLOYEE DIRECTORS.\n \n     Each Nonemployee Director who is elected or reelected as a Director on or\nafter May 16, 1991 at any annual or special meeting of stockholders of the\nCompany, shall as of the date of each such election or reelection automatically\nbe granted an Award consisting of (a) a Stock Option to purchase 1,500 shares of\nStock (as constituted at the time of the annual meeting of stockholders on May\n16, 1991) for an option price equal to 100% of the Fair Market Value of the\nStock on the date of such election or reelection and, (b) with respect to such\nnumber of shares of Stock, (i) a Related Stock Appreciation Right, the stock\nappreciation on which shall be payable all in cash, and (ii) a Limited Stock\nAppreciation Right, subject, in each case, to applicable law. The action of the\nstockholders in electing or reelecting a Nonemployee Director shall constitute\nthe granting of the Award and the date on which the stockholders shall take such\naction shall be the date of granting of such Award. All such Stock Options shall\nbe designated as Nonqualified Stock Options. Unless the Board shall otherwise\ndetermine and subject to Section 14 of the Plan, a Nonemployee Director must\nserve continuously as a Nonemployee Director of the Company for a period of\ntwelve consecutive months from the date such Award is granted before he or she\ncan exercise any part of such Award. Thereafter, unless the Board shall\nestablish a different schedule as to all, any or any class of Nonemployee\nDirectors, on and after the first anniversary of the date of granting the Award\nand before the second anniversary, the Nonemployee Director may exercise the\nAward with respect to not more than 40% of the number of shares of Stock covered\nthereby, on and after the second anniversary and before the third anniversary,\nthe Nonemployee Director may exercise the Award with respect to not more than\n70% of the number of shares of Stock covered thereby, and on and after the third\nanniversary and before the expiration of the stated term of the Award, which\nshall be ten years from the date of its granting, the Nonemployee Director may\nat any time or from time to time exercise the Award with respect to all or any\nportion of the shares of Stock covered thereby. The Related Limited Stock\nAppreciation Right component of the Award shall be exercisable only as set forth\nin Section 7(a)(ii) of the Plan. If a Nonemployee Director's service with the\nCompany terminates by reason of permanent and total disability or retirement\n\n\n\n\n\n                                     17\n\n\nfrom active service as a Director of the Company, any Award held by such\nNonemployee Director may be exercised for a period of five years from the date\nof such termination or until the expiration of the Award, whichever is shorter,\nto the extent to which the individual would on the date of exercise have been\nentitled to exercise the Award if such individual had continued to serve as a\nNonemployee Director. If a Nonemployee Director's service with the Company\nterminates by reason of death or under mutually satisfactory conditions, or if a\nNonemployee Director dies within the five-year period following termination by\nreason of permanent and total disability or retirement from active service as a\ndirector of the Company or within the one-year period following termination\nunder mutually satisfactory conditions, any Award held by such Nonemployee\nDirector may be exercised for a period of one year from the date of such\ntermination or post-termination death, as the case may be, or until the\nexpiration of the stated term of the Award, whichever is shorter, to the extent\nto which the individual would on the date of exercise have been entitled to\nexercise the Award if such individual had continued to serve as a Nonemployee\nDirector. All applicable provisions of the Plan not inconsistent with this\nSection 9 shall apply to Awards granted to Nonemployee Directors.\n \nSECTION 10. GRANT OF RESTRICTED STOCK UNITS TO NONEMPLOYEE DIRECTORS.\n \n     (a) Unit Awards. Each Nonemployee Director who is first elected to the\nBoard after December 31, 1995 shall be awarded 3,000 Restricted Stock Units on\nthe date of his or her initial election.\n \n     (b) Delivery of Stock. Subject to satisfaction of the applicable\nvesting requirements set forth in (c) below and except as otherwise provided in\nSection 14, a number of shares of Stock corresponding to the number of\nRestricted Stock Units awarded to a Nonemployee Director (including those\ncredited under Section 10(e) below) shall be delivered to such Nonemployee\nDirector and transferred on the books of the Company on the first business day\nof the month immediately following the termination of such Nonemployee\nDirector's service as a Director; provided that any fractional shares of Stock\nshall be paid in cash based upon the Fair Market Value on the date such shares\nwould otherwise have been delivered to the Nonemployee Director or the\nNonemployee Director's beneficiary. Alternatively, in lieu of such Stock the\nNonemployee Director may elect, on or before the date of his or her termination\nof service, to receive an amount in cash equal to (i) the Fair Market Value of\na share of Stock on such date, multiplied by (ii) the number of Restricted\nStock Units awarded and credited to him or her. Upon the delivery of a share of\nStock (or cash with respect to a fractional share) or the equivalent amount in\ncash, as such Nonemployee Director may elect, the corresponding Restricted\nStock Unit (or fraction thereof) shall be canceled and be of no further force\nor effect.\n \n     (c) Vesting. Except as otherwise provided by action of the Board in this\n\n\n\n                                     18\n\n\n\nSection or Section 14, if the service of a Nonemployee Director terminates prior\nto the completion of five consecutive Years of Service as a Director following\nhis or her initial election, all Restricted Stock Units awarded and credited to\nsuch Nonemployee Director pursuant to this Section 10 shall be immediately\nforfeited. As used in this Section 10, 'Year of Service as a Director' means the\nperiod of service as a Director measured from the date of one annual meeting of\nthe Company's stockholders to the next annual meeting of stockholders.\nNotwithstanding the foregoing, if the Nonemployee Director's service terminates\nby reason of his\/her death, Disability or Retirement prior to the completion of\nfive Years of Service as a Director following his or her initial election, the\nrights of the Nonemployee Director in respect of his or her Restricted Stock\nUnits shall become fully and immediately vested in connection with such\nDirector's termination of service. In the event of the death of a Nonemployee\nDirector, the shares of Stock corresponding to such Director's outstanding\nRestricted Stock Units, if any, shall be delivered to the beneficiary designated\nby the Nonemployee Director on a form provided by the Company, or, in the\nabsence of such designation, to the Nonemployee Director's estate.\n \n     (d) Nontransferability. Restricted Stock Units may not be assigned or\ntransferred, in whole or in part, either directly or by operation of law (except\nin the event of a Nonemployee Director's death by will or applicable laws of\ndescent and distribution), including, but not by way of limitation, by\nexecution, levy, garnishment, attachment, pledge, bankruptcy or in any other\nmanner, and no such right or interest of any Nonemployee Director in the Plan\nshall be subject to any obligation or liability of such Nonemployee Director.\n \n     (e) Dividend Equivalents. A Nonemployee Director shall have no rights as a\nstockholder of the Company with respect to any Restricted Stock Units until\nshares of Stock are delivered to the Director pursuant to this Section 10. On or\nas soon as practicable after each date on which dividends are paid to\nstockholders with respect to Stock, the account of each Nonemployee Director\nshall be credited with an additional number of Restricted Stock Units computed\npursuant to the following formula. With respect to dividends paid in cash or\nproperty other than Stock, the number of Restricted Stock Units to be credited\nto each Nonemployee Director's account shall be determined by dividing (i) the\nproduct of (x) the amount of any cash dividend (or the value of any other\nproperty) payable per share of Stock for the applicable dividend payment date\nand (y) the number of Restricted Stock Units in such Nonemployee Director's\naccount on the record date for the payment of such dividend by (ii) the Fair\nMarket Value of a share of Stock on such record date. With respect to any stock\ndividend declared, each Nonemployee Director's account shall be credited with a\nnumber of Restricted Stock Units equal to the product of (i) the number of\nRestricted Stock Units in such Nonemployee Director's account on the record date\nfor the payment of such dividend and (ii) any stock dividend declared on a share\nof Stock.\n \n\n\n\n                                     19\n\n\nSECTION 11. PAYMENT OF ANNUAL RETAINER FEE TO NONEMPLOYEE DIRECTORS.\n \n     (a) Fees Payable in Stock. Effective with respect to services rendered\nafter the Company's 1996 Annual Meeting of Stockholders, the annual retainer fee\npayable to a Nonemployee Director for service as a Director, for service as a\nmember of a committee of the Board, and for service as chairperson of such a\ncommittee during a given year (collectively, the \"Annual Retainer Fee\"), will be\npaid in shares of the Company's Common Stock pursuant to the formula set forth\nbelow. In the case of a Nonemployee Director first elected to the Board\nfollowing any annual meeting of shareholders, the portion of the Annual Retainer\nFee otherwise payable from the date of such election to the next annual meeting\nwill be paid in Stock. Fees payable to a Nonemployee Director for attendance at\nmeetings of the Board or any of its committees will not be paid in Common Stock.\n \n     (b) Calculation of Shares Issuable. The number of whole shares of Stock\nissuable in respect of a Nonemployee Director's Annual Retainer Fee for a given\nyear will be equal to the remainder of (i) the number of shares of Stock\ndetermined by dividing the aggregate dollar amount of the Annual Retainer Fee by\nthe Fair Market Value of a share of Stock on the date of the annual meeting of\nshareholders in such year (or, in the case of a Director first elected to the\nBoard following the annual meeting of shareholders for a given year, at the date\nof such election) minus (ii) the greatest number of whole shares of Stock equal\nto, but not in excess of, each Nonemployee Director's hypothetical income and\nemployment tax liability with respect to the Annual Retainer Fee payable\nassuming that each Nonemployee Director pays Federal income tax at the highest\nmarginal rate in effect at such time, State and local income taxes at the\nhighest marginal rate in effect at such time for the locale in which the\nNonemployee Director resides and Medicare taxes at the rate in effect at such\ntime under Section 3101(b) of the Code. Any fractional shares resulting from the\nabove calculation will be settled in cash.\n \nSECTION 12. AMENDMENT AND TERMINATION.\n \n     The Board or the Committee may amend, alter, or discontinue the Plan, in\nits sole discretion, but no amendment, alteration, or discontinuation shall be\nmade which would impair the rights of a Participant under any Award theretofore\ngranted without such Participant's consent, or which, without the approval of\nthe stockholders of the Company (where such approval is necessary to satisfy\napplicable state law), would:\n \n          (a) except as provided in Section 3 of the Plan, increase the total\n     number of shares of Stock which may be issued under the Plan;\n \n\n\n                                     20\n\n\n\n          (b) except as provided in Section 3 of the Plan, decrease the option\n     price of any Stock Option to less than 100% of the Fair Market Value on the\n     date of the grant of the option;\n \n          (c) change the class of employees eligible to participate in the Plan;\n     or\n \n          (d) extend (i) the period during which Stock Options may be granted or\n     (ii) the maximum period of any Award under Sections 5(b)(ii) or 6(b)(i) of\n     the Plan.\n \n     Except as restricted herein, the Committee may amend or alter the terms and\nconditions of any Award theretofore granted, and of any agreement evidencing\nsuch Award, prospectively or retroactively, but no such amendment or alteration\nshall impair the rights of any Participant under such Award or agreement without\nsuch Participant's consent.\n \nSECTION 13. UNFUNDED STATUS OF PLAN.\n \n     The Plan is intended to constitute an \"unfunded\" plan. With respect to any\npayments not yet made and due to a Participant by the Company, nothing contained\nherein shall give any such Participant any rights that are greater than those of\na general unsecured creditor of the Company.\n \nSECTION 14. CHANGE IN CONTROL.\n \n     The following acceleration and valuation provisions shall apply in the\nevent of a Change in Control notwithstanding other provisions of the Plan or any\nprovisions of any applicable agreement to the contrary:\n \n          (a) In the event of a Change in Control:\n \n             (i) any Stock Appreciation Right and any Stock Option awarded under\n        the Plan not previously exercisable in full shall become fully\n        exercisable;\n \n             (ii) the restriction period applicable to any Restricted Stock Unit\n        Award shall lapse, the performance objectives applicable to any\n        Performance Stock Unit Award shall be deemed attained, and any other\n        restrictions or conditions applicable to any Restricted Stock Unit Award\n        or Performance Stock Unit Award shall be waived and the shares of Stock\n        covered thereby and all unrestricted Dividend Equivalents credited in\n        respect thereof shall be deemed fully vested;\n \n             (iii) (A) any Restricted Stock Unit Award and any Performance Stock\n\n                                     21\n\n\n\n        Unit Award granted under the Plan that has become fully vested and\n        freely transferable or has not been paid in full prior to the Change in\n        Control shall be cancelled in exchange for an immediate cash payment\n        equal to the product of (x) the number of shares of Stock covered by\n        such Restricted Stock Unit Award or Performance Stock Unit Award,\n        whichever is applicable, multiplied by (y) the amount determined in\n        accordance with clause (y) of subsection (e) of this Section 14, and (B)\n        Dividends Equivalents credited in respect of any such Restricted Stock\n        Unit Award or Performance Stock Unit Award shall be deemed fully vested\n        and payable immediately upon such Change in Control; and\n \n             (iv) any Participant holding an Award who is terminated by the\n        Company or any Subsidiary for any reason within the two year period\n        immediately following a Change in Control shall be permitted to exercise\n        any Stock Option, Stock Appreciation Right or Limited Stock Appreciation\n        Right after such termination of employment at any time (x) within the\n        three month period commencing on the later of the date of termination of\n        his or her employment or the date on which such Award would first be\n        exercisable in accordance with the terms of the Plan had such\n        termination not occurred or (y) until the expiration of the stated term\n        of such Award, whichever period is shorter.\n \n          (b) For purposes of the Plan, \"Change in Control\" shall mean a Change\n     in Control of the Company, which shall be deemed to have occurred: \n \n             (i) if any Person (as defined in this Section 14) is or becomes the\n        Beneficial Owner (as defined in this Section 14) of securities of the\n        Company representing 20% or more of the combined voting power of the\n        Company's then outstanding securities (unless the event causing the 20%\n        threshold to be crossed is an acquisition of securities directly from\n        the Company);\n \n             (ii) if during any period of two consecutive years beginning after \n        May 16, 1991, individuals who at the beginning of such period\n        constitute the Board and any new director (other than a director\n        designated by a person who has entered into an agreement with the\n        Company to effect a transaction described in clause (i), (iii) or (iv)\n        of this Change in Control definition) whose election or nomination for\n        election was approved by a vote of at least two-thirds of the directors\n        then still in office who either were directors at the beginning of the\n        period or whose election or nomination for election was previously so\n        approved cease for any reason to constitute a majority of the Board;\n \n             (iii) upon the approval by the stockholders of the Company of a\n        merger or consolidation of the Company with any other corporation \n        (other than a merger or consolidation which would result in the voting\n         securities of\n\n\n                                     22\n\n\n\n        the Company outstanding immediately prior thereto continuing to\n        represent (either by remaining outstanding or by being converted into\n        voting securities of the entity surviving such merger or consolidation),\n        in combination with voting securities of the Company or such surviving\n        entity held by a trustee or other fiduciary pursuant to any employee\n        benefit plan of the Company or such surviving entity or of any\n        Subsidiary of the Company or such surviving entity, at least 80% of the\n        combined voting power of the securities of the Company or such surviving\n        entity outstanding immediately after such merger or consolidation)\n        if, and only if, such merger or consolidation is ultimately consummated;\n        or\n \n             (iv) if the stockholders of the Company approve a plan of complete\n        liquidation or dissolution of the Company or an agreement for the sale\n        or disposition by the Company of all or substantially all of the\n        Company's assets.\n \n          (c) For purposes of the definition of Change in Control, \"Person\"\n     shall have the meaning ascribed to such term in Section 3(a)(9) of the\n     Exchange Act as supplemented by Section 13(d)(3) of the Exchange Act;\n     provided, however, that Person shall not include (i) the Company, any\n     Subsidiary or any other Person controlled by the Company, (ii) any trustee\n     or other fiduciary holding securities under any employee benefit plan of\n     the Company or of any Subsidiary, or (iii) a corporation owned, directly or\n     indirectly, by the stockholders of the Company in substantially the same\n     proportions as their ownership of securities of the Company.\n \n          (d) For purposes of the definition of Change in Control, a Person\n     shall be deemed the \"Beneficial Owner\" of any securities which such Person,\n     directly or indirectly, has the right to vote or dispose of or has\n     \"beneficial ownership\" (within the meaning of Rule 13d-3 under the Exchange\n     Act) of, including pursuant to any agreement, arrangement or understanding\n     (whether or not in writing); provided, however, that: (i) a Person shall\n     not be deemed the Beneficial Owner of any security as a result of an\n     agreement, arrangement or understanding to vote such security (x) arising\n     solely from a revocable proxy or consent given in response to a public\n     proxy or consent solicitation made pursuant to, and in accordance with, the\n     Exchange Act and the applicable rules and regulations thereunder or (y)\n     made in connection with, or to otherwise participate in, a proxy or consent\n     solicitation made, or to be made, pursuant to, and in accordance with, the\n     applicable provisions of the Exchange Act and the applicable rules and\n     regulations thereunder; in either case described in clause (x) or clause\n     (y) above, whether or not such agreement, arrangement or understanding is\n     also then reportable by such Person on Schedule 13D under the Exchange Act\n     (or any comparable or successor report); and (ii) a Person engaged in\n     business as an underwriter of securities shall not be deemed to be the\n     Beneficial Owner of any securities acquired through such Person's\n     participation in good faith in a firm commitment underwriting until the\n\n\n                                     23\n\n\n\n     expiration of forty days after the date of such acquisition.\n \n          (e) For purposes of this Section 14, \"Change in Control Stock\n     Appreciation\" with respect to any share of Stock shall mean an amount equal\n     to the excess, if any, of\n \n             (i) the higher of (x) the Fair Market Value of such share on the\n        date the Limited Stock Appreciation Right is exercised or (y) (A) in the\n        case of transactions described in clauses (i) or (iii) of the Change in\n        Control definition, the highest per share price paid (below called the\n        \"Highest Price\") for shares of Stock in the transaction constituting the\n        Change in Control, (B) in the case of a transaction described in clause\n        (ii) of the Change in Control definition which occurs in connection with\n        a transaction described in clauses (i), (iii), or (iv) of the Change in\n        Control definition, the Highest Price, (C) in the case of a transaction\n        described in clause (ii) of the Change in Control definition which does\n        not occur in connection with a transaction described in clauses (i),\n        (iii) or (iv) of the Change in Control definition, the average of the\n        daily closing prices per share of Stock of the Company on the New York\n        Stock Exchange, if such shares are traded thereon, or, if not, such\n        other national securities exchange on which such shares are admitted to\n        trade or, if none, the National Association of Securities Dealers\n        Automated Quotation System if such shares are admitted for quotation\n        thereon, on the thirty consecutive trading days immediately preceding\n        the Change in Control or (D) in the case of a transaction described in\n        clause (iv) of the Change in Control definition, the equivalent of the\n        Highest Price as determined by the Committee, over\n \n             (ii) in the case of a Related Limited Stock Appreciation Right, the\n        option price specified in the related Stock Option and, in the case of a\n        Freestanding Limited Stock Appreciation Right, the price per share\n        specified therein, which shall not be less than 100% of the Fair Market\n        Value of the Stock on the date of grant; provided, however, that with\n        respect to a Related Limited Stock Appreciation Right associated with a\n        Stock Option which is an Incentive Stock Option immediately prior to the\n        exercise of such Limited Related Stock Appreciation Right, the Change in\n        Control Stock Appreciation thereon shall not exceed the maximum amount\n        which will permit such Stock Option to continue to qualify as an\n        Incentive Stock Option.\n \nSECTION 15. GENERAL PROVISIONS.\n \n     (a) The Committee may require each Optionee purchasing shares of Stock\npursuant to a Stock Option to represent to and agree with the Company in writing\nthat such Optionee is acquiring the shares of Stock without a view to\ndistribution thereof.\n \n\n                                     24\n\n\n\n     All certificates for shares of Stock delivered under the Plan and, to\nthe extent applicable, all evidences of ownership with respect to Dividend\nEquivalents delivered under the Plan, shall be subject to such stock-transfer\norders and other restrictions as the Committee may deem advisable under the\nrules, regulations and other requirements of the Securities and Exchange\nCommission, any stock exchange upon which the Stock is then listed or quotation\nsystem on which the Stock is admitted for trading and any applicable federal or\nstate securities law, and the Committee may cause a legend or legends to be put\non any such certificates to make appropriate reference to such restrictions.\n \n     (b) Nothing contained in the Plan shall prevent the Board from adopting\nother or additional compensation arrangements, subject to stockholder approval\nif such approval is required, and such arrangements may be either generally\napplicable or applicable only in specific cases. The adoption of the Plan shall\nnot confer upon any employee of the Company, any Subsidiary or any Related\nEntity any right to continued employment with the Company, any Subsidiary or any\nRelated Entity, as the case may be, nor shall it interfere in any way with the\nright of the Company, any Subsidiary or any Related Entity to terminate the\nemployment of any of its employees at any time.\n \n     (c) Each Participant shall be deemed to have been granted any Award on the\ndate the Committee took action to grant such Award under the Plan or such later\ndate as the Committee in its sole discretion shall determine at the time such\ngrant is authorized; provided, however, that a Reload Option shall be deemed to\nhave been granted on the date on which is exercised the Original Option in\nrespect of the exercise of which such Reload Option is granted or such later\ndate as the Committee in its sole discretion shall determine prior to the date\non which such exercise occurs.\n \n     (d) Unless the Committee otherwise determines, each Participant shall, no\nlater than the date as of which the value of an Award first becomes includible\nin the gross income of the Participant for federal income tax purposes, pay to\nthe Company, or make arrangements satisfactory to the Committee regarding\npayment of, any federal, state or local taxes of any kind required by law to be\nwithheld with respect to the Award. The obligations of the Company under the\nPlan shall be conditional on such payment or arrangements and the Company (and,\nwhere applicable, its Subsidiaries and its Related Entities) shall, to the\nextent permitted by law, have the right to deduct any such taxes from any\npayment of any kind otherwise due to the Participant.\n \n     A Participant (other than a Nonemployee Director) may elect to have such\ntax withholding obligation satisfied, in whole or in part, by (i) authorizing\nthe Company to withhold from shares of Stock to be issued upon the exercise of a\nStock Option or Stock Appreciation Right or upon the vesting of any Restricted\n\n\n\n                                     25\n\n\n\nStock Unit Award or Performance Stock Unit Award a number of shares of Stock\nwith an aggregate Fair Market Value that would satisfy the withholding amount\ndue, or (ii) transferring to the Company shares of Stock owned by the\nParticipant with an aggregate Fair Market Value that would satisfy the\nwithholding amount due.\n \n     (e) No member of the Board or the Committee, nor any officer or employee of\nthe Company acting on behalf of the Board or the Committee, shall be personally\nliable for any action, failure to act, determination or interpretation taken or\nmade in good faith with respect to the Plan, and all members of the Board or the\nCommittee and each and any officer or employee of the Company acting on their\nbehalf shall, to the extent permitted by law, be fully indemnified and protected\nby the Company in respect of any such action, failure to act, determination or\ninterpretation.\n \n     (f) The Plan is intended to satisfy the conditions of Rule 16b-3, and all\ninterpretations of the Plan shall, to the extent permitted by law, regulations\nand rulings, be made in a manner consistent with and so as to satisfy the\nconditions of Rule 16b-3. Any provision of the Plan or the application of any\nprovision of the Plan inconsistent with Rule 16b-3 shall be inoperative and\nshall not affect the validity of the Plan.\n \n     In interpreting and applying the provisions of the Plan, any Stock Option\ngranted as an Incentive Stock Option pursuant to the Plan shall to the extent\npermitted by law, regulations and rulings be construed as, and any ambiguity\nshall be resolved in favor of preserving its status as, an \"incentive stock\noption\" within the meaning of Section 422 of the Code. Once an Incentive Stock\nOption has been granted, no action by the Committee that would cause such Stock\nOption to lose its status under the Code as an \"incentive stock option\" shall be\neffective as to such Incentive Stock Option unless taken at the request of or\nwith the consent of the Optionee.\n \n     Notwithstanding any provision to the contrary in the Plan or in any\nIncentive Stock Option granted pursuant to the Plan, if any change in law or\nany regulation or ruling of the Internal Revenue Service shall have the effect\nof disqualifying any Stock Option granted under the Plan which is intended to\nbe an \"incentive stock option\" within the meaning of Section 422 of the Code,\nthe Stock Option granted shall nevertheless continue to be outstanding as and\nshall be deemed to be a Nonqualified Stock Option under the Plan.\n \n     (g) A Participant may elect, on or after the date of grant of any Award, to\ndefer receipt of all or any portion of the proceeds of such Award or any\nDividend Equivalents in connection therewith, whether in the form of cash or\nshares of Stock, deliverable to such Participant upon the exercise, vesting or\npayment of any such Award or Dividend Equivalents, in each case to the extent\npermitted by and subject to the terms and conditions set forth in any deferral\n\n\n\n\n\n                                     26\n\n\nor similar plan or arrangement enacted by the Board or the Committee in its sole\ndiscretion.\n \n     (h) Nothing in this Plan shall be interpreted to preclude the Corporation\nfrom granting Awards under, or paying compensation outside the parameters of,\nthe Plan including, without limitation, base salaries, awards under any other\nplan of the Corporation or its Subsidiaries (whether or not approved by\nstockholders), incentive compensation (whether or not based on the attainment of\npre-established performance objectives) or retention or other special payments,\nthat is not deductible for Federal, State or local income tax purposes by reason\nof Section 162(m) of the Code or otherwise, should the Board or any committee\nthereof (including the Committee), whichever is applicable, determine that such\naction is in the best interests of the Corporation and its stockholders.\n \n     (i) This Plan shall not impose any obligations on the Company to retain any\nNonemployee Director as a Director nor shall it impose any obligation on the\npart of any Nonemployee Director to remain as a Director of the Company,\nprovided that each Nonemployee Director, by accepting each award under the Plan,\nshall represent to the Company that it is his or her good faith intention to\ncontinue to serve as a Director of the Company until its next annual meeting of\nstockholders and that he or she agrees to do so unless a change in circumstances\narises.\n \nSECTION 16. EFFECTIVE DATE OF PLAN.\n \n     The Plan shall be effective on the date it is approved by the affirmative\nvote of the holders of a majority of the shares of Stock of the Company present\nin person or by proxy at the Annual Meeting of Stockholders on May 16, 1991.\n \nSECTION 17. TERM OF PLAN.\n \n     No Award shall be granted under the Plan on or after the tenth anniversary\nof the date the Plan is approved by the Company's stockholders, provided,\nhowever, that Awards granted prior to such tenth anniversary may extend beyond\nthat date; and provided, further, however, that Reload Options may be granted on\nor after such tenth anniversary, but no Reload Option shall be exercisable after\nany date which is later than the date on which a Stock Option granted prior to\nsuch tenth anniversary could be exercised.\n \n                                     27\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7265],"corporate_contracts_industries":[9388],"corporate_contracts_types":[9539,9545],"class_list":["post-38176","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-daimler-chrysler-corp","corporate_contracts_industries-autos__autos","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38176","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38176"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38176"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38176"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38176"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}