{"id":38213,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1994-stock-incentive-plan-crescent-capital-trust-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1994-stock-incentive-plan-crescent-capital-trust-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1994-stock-incentive-plan-crescent-capital-trust-inc.html","title":{"rendered":"1994 Stock Incentive Plan &#8211; Crescent Capital Trust Inc."},"content":{"rendered":"<pre>\n\n                         CRESCENT CAPITAL TRUST, INC.\n\n                          1994 STOCK INCENTIVE PLAN\n\n\n1.       PURPOSE OF THE PLAN.\n\n         The purpose of the 1994 Stock Incentive Plan of Crescent Capital\nTrust, Inc. (the 'Company') is to:\n\n         (a)     promote the interests of the Company and its stockholders by\nstrengthening the Company's ability to attract, motivate and retain employees\nand members of the Board of Directors of training, experience and ability; and\n\n         (b)     furnish incentives to individuals chosen to receive options\nbecause they are considered capable of responding by improving operations and\nincreasing profits;\n\n         (c)     provide a means to encourage stock ownership and proprietary\ninterest in the Company to valued employees and members of the Board of\nDirectors of the Company upon whose judgment, initiative, and efforts the\ncontinued financial success and growth of the business of the Company largely\ndepend.\n\n2.       DEFINITIONS.\n\n         (a)     'Board' means the Board of Directors of the Company.\n\n         (b)     'Code' means the Internal Revenue Code of 1986, as amended.\n\n         (c)     'Committee' means the Compensation Committee of the Board as\nshall be appointed by the Board from time to time.  The Committee shall consist\nof three or more members of the Board, at least two of whom shall not be\nEmployees of the Company.\n\n         (d)     'Common Stock' means the $.001 par value Common Stock of the\nCompany.\n\n         (e)     'Company' means Crescent Capital Trust, Inc.\n\n         (f)     'Eligible Person' means any full-time employee or Outside\nDirector of the Company or of any of its present or future parent or subsidiary\ncorporations.\n\n         (g)     'Fair Market Value' means the closing price of a share of\nCommon Stock on the New York Stock Exchange Composite Tape or, if the Common\nStock is not then listed on the New York Stock Exchange, on any stock exchange\non which the Common Stock is then listed on the date as of which fair market\nvalue is to be determined or, if the Common Stock is not then listed on any\nstock exchange a price on which the Committee and Participant can agree upon.\n\n         (h)     'Incentive Award' means an Option, Incentive Stock Award, or\ncash bonus award granted under the Plan.\n\n\n\n\n\n\n         (i)     'Incentive Stock Award' means a right to the grant or\npurchase, at a price determined by the Committee, of Common Stock of the\nCompany which is nontransferable and subject to substantial risk or forfeiture\nuntil specific conditions are met.  Conditions may be based on continuing\nemployment or achievement of preestablished financial objectives or both.\n\n         (j)     'Option' means any nonqualified or nonstatutory stock option\nand any incentive stock option granted pursuant to Section 422 of the Code.\n\n         (k)     'Outside Director' means a member of the Board who is not a \nfull-time employee.\n\n         (l)     'Participant' means any Eligible Person selected to\nparticipate in an Incentive Award pursuant to Section 5.\n\n         (m)     'Plan' means the 1994 Stock Incentive Plan as set forth\nherein, which may be further amended from time to time.\n\n3.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.\n\n         (a)     Subject to the provisions of Section 3.(c) and Section 12 of\nthe Plan, the aggregate number of shares of Common Stock that may be issued or\ntransferred or exercised pursuant to Incentive Awards under the Plan will not\nexceed the greater of: (i)  seven percent (7%) of the Company's outstanding\nCommon Stock, or (ii) four hundred eighteen thousand six hundred (418,600)\nshares of Common Stock.\n\n         (b)     The shares of Common Stock to be delivered under the Plan will\nbe made available, at the discretion of the Board or the Committee, either from\nauthorized but unissued shares of Common Stock or from previously issued shares\nof Common Stock reacquired by the Company, including shares purchased on the\nopen market.\n\n         (c)     If any Incentive Award is not issued or transferred and ceases\nto be issuable or transferable for any reason, such Incentive Award will no\nlonger be charged against the limitations provided for in Section 3.(a) and may\nagain be made subject to Incentive Awards.\n\n4.       ADMINISTRATION OF THE PLAN.\n\n         The Committee has and may exercise such powers and authority of the\nBoard as may be necessary or appropriate for the Committee to carry out its\nfunctions as described in the Plan.  The Committee has authority in its\ndiscretion to determine the Eligible Persons to whom, and the time or times at\nwhich, Incentive Awards may be granted and the number of shares subject to each\nIncentive Award.  The Committee also has authority to interpret the Plan, and\nto determine the terms and provisions of the respective Incentive Awards\nagreements and to make all other determinations necessary or advisable for Plan\nadministration.  The Committee has authority to prescribe, amend, and rescind\nrules and regulations relating to the Plan.  All interpretations,\ndeterminations, and actions by the Committee will be final, conclusive, and\nbinding upon all parties.  No member of the Board or the Committee will be\nliable for any action or determination made in good faith by the Board or the\nCommittee with respect to the Plan or any Incentive Award under it.\n\n\n\n\n\n                                      2\n\n5.       ELIGIBILITY.\n\n         All full-time salaried employees of the Company who have been\ndetermined by the Committee to be key employees and all Outside Directors are\neligible to receive Incentive Awards under the Plan.  The Committee has\nauthority, in its sole discretion, to determine and designate from time to time\nthose Eligible Persons who are to be granted Incentive Awards, and the type and\namount of Incentive Award to be granted.  Each Incentive Award will be\nevidenced by a written instrument and may include any other terms and\nconditions consistent with the Plan, as the Committee may determine.\n\n6.       WRITTEN AGREEMENT; EFFECT.\n\n         Each Option shall be evidenced by a written agreement (the 'Option\nAgreement'), in form satisfactory to the Committee, executed by the Company and\nby the person to whom such Option is granted.  The Option Agreement shall\nspecify whether each Option it evidences is a nonqualified stock option ('NQO')\nor an incentive stock option ('ISO').  Failure of the grantee to execute an\nOption Agreement shall not void or invalidate the grant of an Option; but the\nOption may not be exercised, however, until the Option Agreement is executed.\n\n7.       ANNUAL $100,000 LIMITATION IN ISOS.\n\n         To the extent required by Section 422(d) of the Code, the aggregate\nfair market value of shares of the Common Stock with respect to which ISOs are\nexercisable for the first time by any individual during any calendar year shall\nnot exceed $100,000.  For this purpose, fair market value shall be the fair\nmarket value of the shares covered by the ISOs when the ISOs were granted.  If\nby their terms, such ISOs taken together would first become exercisable at a\nfaster rate, this $100,000 limitation shall be applied by deferring the\nexercisability of those ISOs or portions of ISOs which have the highest per\nshare exercise prices.  The ISOs or portions of ISOs, the exercisability of\nwhich are so deferred, shall become exercisable on the first day of the first\nsubsequent calendar year during which they may be exercised, as determined by\napplying these same principles of this Section and all other provisions of this\nSection and all other provisions of this Plan, including those relating to the\nexpiration and termination of ISOs.\n\n8.       ADVANCE APPROVALS.\n\n         The Board may approve the grant of Options to persons who are expected\nto become employees or Outside Directors of the Company, but are not employees\nor Outside Directors at the date of approval.  In such cases, the Option shall\nbe deemed granted, without further approval, on the date the grantee becomes an\nemployee, and must satisfy all requirements of this Plan for Options granted on\nthat date.\n\n9.       TERMS AND CONDITIONS OF STOCK OPTIONS.\n\n         (a)     Each Option shall be designated as an ISO or a NQO and shall\nbe subject to the terms and conditions set forth in this Section 9.  ISOs shall\nalso be subject to the terms and conditions set forth in Section 10.\n\n         (b)     Each Option Agreement shall specify the date as of which it\nshall be effective, which date shall be the Grant Date (determined pursuant to\nSection 8 in the case of advance approvals).\n\n\n\n\n\n                                      3\n\n         (c)     Except as provided in Section 10 hereof, the purchase price of\nCommon Stock under each Option will be determined by the Committee, and may not\nbe less than fifty percent (50%) of the Fair Market Value of the Common Stock\non the date of the grant.  The purchase price of Common Stock under each Option\ngranted to Outside Directors will be the Fair Market Value of the Common Stock\non the Date of Grant.\n\n         (d)     Options granted to employees of the Company may be exercised\nas determined by the Committee.  Options granted to Outside Directors may not\nbe exercised for a period of one (1) year after the Date of Grant.  After such\nperiod, such Options may be exercised with respect to all shares of Common\nStock covered thereby during its term as provided hereunder.  Notwithstanding\nany other provision to the contrary contained in the Plan, each Option granted\nunder this Plan will expire not later than ten (10) years from the Date of\nGrant.\n\n         (e)     Except as set forth below, upon the exercise of an Option, the\npurchase price will be payable in full in cash, or, in the discretion of the\nCommittee, by the assignment and delivery to the Company of shares of Common\nStock owned by the optionee; or in the discretion of the Committee, by a\npromissory note secured by shares of Common Stock bearing interest at a rate\ndetermined by the Committee but not less than the minimum rate permitted by the\nInternal Revenue Service; or by a combination of any of the above.  Any shares\nso assigned and delivered to the Company in payment or partial payment of the\npurchase price will be valued at their Fair Market Value on the exercise date.\nThe Committee may, in its discretion and upon the request of the optionee,\nissue shares of Common Stock upon the exercise of an Option directly to a\nbrokerage firm or firms to be selected by the Committee, without payment of the\npurchase price by the optionee but upon delivery of an irrevocable guarantee by\nsuch brokerage firm or firms of the payment of such purchase price.  No payment\nby an assignment of shares, by a promissory note or by any combination thereof,\nor by the guarantee of a brokerage firm or firms as described above, will be\nallowed unless such payments are allowed under applicable requirements of\nFederal and state tax, securities and other laws, rules and regulations and by\nany regulatory authority having jurisdiction.\n\n         (f)     No fractional shares will be issued pursuant to the exercise\nof an Option nor will any cash payment be made in lieu of fractional shares.\n\n         (g)     Each Option Agreement may contain such other terms,\nprovisions, and conditions not inconsistent with this Plan, including rights of\nrepurchase, as may be determined by the Committee, and each ISO granted under\nthis Plan shall include such provisions and conditions as are necessary to\nqualify such option as an 'incentive stock option' within the meaning of\nSection 422 of the Code.\n\n         (h)     If requested by the Company, at the time of exercise of an\nOption, the optionee shall remit to the Company in cash all applicable federal\nand state withholding and employment taxes.  If and to the extent authorized\nand approved by the Committee in its sole discretion, an optionee may elect, by\nmeans of a form of election to be prescribed by the Committee, to have shares\nwhich are acquired upon exercise of an Option withheld by the Company or tender\nother shares of Common Stock or other securities of the Company owned by the\noptionee to the Company at the time the amount of such taxes is determined in\norder to pay the amount of such tax obligations, subject to the following\nlimitations:\n\n                 (i)      such election shall be irrevocable;\n\n                 (ii)     such  election  shall  be subject to the disapproval\nof the Committee at any time;\n\n\n\n\n\n                                      4\n\n                 (iii)    such election may not be made within six months of\nthe Grant Date of the Option the exercise of which resulted in the tax\nwithholding obligation (the 'Related Option') (except that this limitation\nshall not apply in the event death or disability of the optionee occurs before\nthe expiration of the six-month period); and\n\n                 (iv)     such election must be made either (i) six months\nbefore the date that the amount of tax to be withheld upon exercise of the\nRelated Option is determined or (ii) in any ten-day period before such tax\ndetermination date beginning on the third business day following the date of\nrelease by the Company for  publication of quarterly or annual summary\nstatements of sales or earnings of the Company.\n\nAny Common Stock or other securities so withheld or tendered will be valued by\nthe Company as of the date they are withheld or tendered.  Unless the Committee\notherwise determines, the optionee shall pay to the Company in cash, promptly\nwhen the amount of such obligations become determinable, all applicable federal\nand state withholding taxes resulting from the lapse of restrictions imposed on\nexercise of an Option, from a transfer or other disposition of shares acquired\nupon exercise of an Option or otherwise related to the Option or the shares\nacquired upon exercise of the Option.\n\n         (i)     At the time a Participant exercises an Option, the Committee\nmay grant a cash bonus award in such amount as the Committee may determine.\nThe Committee may make such a determination at the time of grant or exercise.\nThe cash bonus award may be subject to any condition imposed by the Committee,\nincluding a reservation of the right to revoke a cash bonus award at any time\nbefore it is paid.\n\n10.      TERMS AND CONDITIONS TO WHICH ONLY ISOS ARE SUBJECT.\n\n         Options granted under this Plan which are designated as ISOs shall be\nsubject to the following terms and conditions:\n\n         (a)     Exercise Price.  The exercise price of an ISO shall be\ndetermined in accordance with the applicable provisions of the Code and shall\nin no event be less than the fair market value of the stock covered by the ISO\nat the Grant Date; provided, however, that the exercise price of an ISO granted\nto any person who owns, directly or indirectly (or is treated as owning by\nreason of attribution rules, currently set forth in Code Section 424), stock of\nthe Company constituting more than ten percent of the total combined voting\npower of all classes of outstanding stock of the Company or of any Affiliate of\nthe Company, shall in no event be less than 110 percent of such fair market\nvalue.\n\n         (b)     Option Term.  Unless an earlier expiration date is specified\nby the Committee at the Grant Date in the Option Agreement, each ISO shall\nexpire ten (10) years from its Grant Date; except that an ISO granted to any\nperson who owns, directly or indirectly (or is treated as owning by reason of\napplicable attribution rules currently set forth in Section 424 of the Code)\nstock of the Company constituting more than ten percent of the total combined\nvoting power of the Company's outstanding stock, or the stock of any Affiliate\nof the Company, shall expire five years from its Grant Date.\n\n         (c)     Disqualifying Dispositions.  If Common Stock acquired by\nexercise of an ISO is disposed of within two years from the Grant Date or\nwithin one year after the transfer of the Common Stock to the optionee, the\nholder of the Common Stock immediately prior to the disposition shall promptly\nnotify the Company in writing of the date and terms of the disposition and\nshall provide such other information\n\n\n\n\n\n                                      5\n\nregarding the disposition as the Company may reasonably require.  Such holder\nshall pay to the Company any withholding and employment taxes which the Company\nin its sole discretion deems applicable.  The Company may instruct its stock\ntransfer agent by appropriate means, including placement of legends on stock\ncertificates, not to transfer stock acquired by exercise of an ISO unless it\nhas been advised by the Company that the requirements of this Section have been\nsatisfied.\n\n11.      TERMS AND CONDITIONS OF INCENTIVE STOCK AWARDS.\n\n         (a)     All shares of Incentive Stock Awards granted or sold pursuant\nto the Plan will be subject to the following conditions:\n\n                 (i)      The shares may not be sold, transferred or otherwise\nalienated or hypothecated until the restrictions are removed or expire.\n\n                 (ii)     The Committee may required the Participant to enter\ninto an agreement providing that the certificates representing Incentive Stock\nAwards granted or sold pursuant to the Plan will remain in the physical custody\nof the Company until all restrictions are removed or expire.\n\n                 (iii)    Each Certificate representing Incentive Stock Awards\ngranted pursuant to the Plan will bear a legend making appropriate reference to\nthe restrictions imposed.\n\n                 (iv)     The Committee may impose other conditions on any\nshares granted or sold pursuant to the Plan as it may deem advisable,\nincluding, without limitations, restrictions under the Securities Act of 1933,\nas amended, under the requirements of any stock exchange upon which such shares\nor shares of the same class are then listed and under any blue sky or other\nsecurities laws applicable to such shares.\n\n         (b)     The restrictions imposed under subparagraph (a) above upon\nIncentive Stock Awards will lapse in accordance with a schedule or other\nconditions as determined by the Committee, subject to the provisions of Section\n14.(e) hereof.\n\n         (c)     Subject to the provisions of subparagraph (a) above and\nSection 11(c) hereof, the holder will have all rights of a stockholder with\nrespect to the Incentive Stock Awards granted or sold, including the right to\nvote the shares and receive all dividends and other distributions paid or made\nwith respect thereto.\n\n         (d)     Except as set forth below, the purchase price (if any) for\nshares of Incentive Stock Awards will be payable in full in cash; or by the\nassignment and delivery to the Company of shares of Common Stock owned by the\nholder of the Incentive Stock Awards; or by a promissory note secured by shares\nof Common Stock bearing interest at a rate equal to the minimum rate permitted\nby the Internal Revenue Service; or by a combination of any of the above.  Any\nshares so assigned and delivered to the Company in payment or partial payment\nof the purchase price will be valued at their Fair Market Value on the purchase\ndate.  The Committee may, in its discretion and upon request of the holder,\nissue shares of the Incentive Stock Awards directly to a brokerage firm or\nfirms to be selected by the Committee, without payment of the purchase price by\nthe holder but upon delivery of an irrevocable guarantee by such brokerage firm\nor firms of the payment of such purchase price.  No payment by an assignment of\nshares, by a promissory note or by any combination thereof, or by the guarantee\nof a brokerage firm or firms as described above, will be allowed unless such\npayments are allowed under applicable requirements\n\n\n\n\n\n                                      6\n\nof Federal and state tax, securities and other laws, rules and regulations and\nby any regulatory authority having jurisdiction.\n\n12.      ADJUSTMENT PROVISIONS.\n\n         (a)     Subject to Section 12.(b) hereof, if the outstanding shares of\nCommon Stock of the Company are increased, decreased, or exchanged for a\ndifferent number or kind of shares or other securities, or if additional shares\nor new or different shares or other securities are distributed with respect to\nsuch shares of Common Stock or other securities, through merger, consolidation,\nsale of all or substantially all of the property of the Company,\nreorganization, recapitalization, reclassification, stock dividend, stock\nsplit, reverse stock split or other distribution with respect to such shares of\nCommon Stock, or other securities an appropriate and proportionate adjustment\nmay be made in (i) the maximum number and kind of shares provided in Section 3,\n(ii) the number and kind of shares or other securities subject to the then\noutstanding Incentive Awards, and (iii) the price for each share or other unit\nof any other securities subject to then outstanding Incentive Awards without\nchange in the aggregate purchase price or value as to which such Incentive\nAwards remain exercisable or subject to restrictions.\n\n         (b)     Despite the provisions of Section 12.(a), upon dissolution or\nliquidation of the Company or upon a reorganization, merger, or consolidation\nof the Company with one or more corporations as a result of which the Company\nis not the surviving Corporation, or upon the sale of all or substantially all\nof the property of the Company, all Incentive Awards then outstanding under the\nPlan will be fully vested and exercisable and all restrictions will immediately\ncease, unless provisions are made in connection with such transaction for the\ncontinuance of the Plan and assumption or the substitution for such Incentive\nAwards of new incentive awards covering the stock of a successor employer\ncorporation, or a parent or subsidiary thereof, with appropriate adjustments as\nto the number and kind of shares and prices.\n\n         (c)     Adjustments under Sections 12.(a) and 12.(b) will be made by\nthe Committee, whose determination as to what adjustments will be made and the\nextent thereof will be final, binding, and conclusive.  No fractional interest\nwill be issued under the Plan on account of any such adjustments.\n\n         (d)     In the event of pending or threatened takeover bid or tender\noffer and pursuant to which 10% or more of the outstanding securities of the\nCompany is acquired, whether or not deemed a tender offer under applicable\nstate or Federal laws, or in the event that any person makes any filing under\nsection 13(d) or 14(d) of the Securities Exchange Act of 1934 with respect to\nthe Company, the Committee may in its sole discretion, without obtaining\nstockholder approval, at the time of any one or more of the following actions\nto the extent permitted in Section 14 with respect to all Eligible Persons and\nParticipants:\n\n                 (i)      Accelerate the exercise dates of any outstanding\nOption, or make all outstanding Options fully vested and exercisable;\n\n                 (ii)     Determine all or any portion of conditions associated\nwith an Incentive Stock Award have been met;\n\n                 (iii)    Grant a cash bonus award to any of the holders of\noutstanding Options;\n\n                 (iv)     Pay cash to any or all Option holders in exchange for\nthe cancellation of their outstanding Options;\n\n\n\n\n\n                                      7\n\n                 (v)      Make any other adjustments or amendments to the plan\nand outstanding Incentive Awards and substitute new Incentive Awards.\n\n13.      GENERAL PROVISIONS.\n\n         (a)     Nothing in the Plan or in any instrument executed pursuant to\nthe Plan will confer upon any Participant any right to continue as an employee\nor member of the Board of the Company or any of its subsidiaries or affect the\nright of the Company to terminate the employment or membership on the Board of\nany Participant at any time with or without cause.\n\n         (b)     No shares of Common Stock will be issued or transferred\npursuant to an Incentive Award unless and until all then-applicable\nrequirements imposed by Federal and state securities and their laws, rules and\nregulations and by any regulatory agencies having jurisdiction, and by any\nstock exchanges upon which the Common Stock may be listed have been fully met.\nAs a condition precedent to the issuance of shares pursuant to the grant or\nexercise of an Incentive Award, the Company may require the Participant to make\nany reasonable action to meet such requirements.\n\n         (c)     No Participant and no beneficiary or other person claiming\nunder or through such Participant will have any right, title or interest in or\nto any shares of Common Stock allocated or reserved under the Plan or subject\nto any Incentive Award except as to such shares of Common Stock, if any, that\nhave been issued or transferred to such Participant.\n\n         (d)     The Company may make such provisions as it deems appropriate\nto withhold any taxes the Company determines it is required to withhold in\nconnection with any Incentive Award.\n\n         (e)     No Incentive Award and no right under the Plan, contingent or\notherwise, will be assignable or subject to any encumbrance, pledge or charge\nof any nature except that, under such rules and regulations as the Company may\nestablish pursuant to the terms of the Plan, a beneficiary may be designated\nwith respect to an Incentive Award in the event of death of a Participant.  If\nsuch beneficiary is the executor or administrator of the estate of the\nParticipant, any rights with respect to such Incentive Award may be transferred\nto the person or persons or entity (including a trust) entitled thereto under\nthe will of the holder of such Incentive Award.\n\n         (f)     The Company may make a loan to a Participant who is a\nfull-time employee in connection with (i) the exercise of an Option in an\namount not to exceed the aggregate exercise price of the Option being exercised\nand the grossed up amount of any Federal and state taxes payable in connection\nwith such exercise for the purpose of assisting such optionee to exercise such\nOption, and (ii) the vesting of an Incentive Stock Award in an amount equal to\nthe grossed up amount of any Federal and state taxes payable as a result of\nsuch vesting.  Any such loan may be secured by shares of Common Stock or other\ncollateral deemed adequate by the Committee and will comply in all respects\nwith all applicable laws and regulations.  The Committee may adopt policies\nregarding eligibility for such loans, the maximum amounts thereof and any terms\nand conditions not specified in the Plan upon which such loans will be made.\nIn no event will the interest rate be less than the minimum rate established by\nthe Internal Revenue Service for the purpose of the purchase and sale of\nproperty.\n\n         (g)     The Committee may cancel, with the consent of the Participant,\nall or a portion of any Option granted under the Plan to be conditioned upon\nthe granting to the Participant a new Option for the same or a different number\nof shares as the Option surrendered, or may require such voluntary\n\n\n\n\n\n                                      8\n\nsurrender as a condition to a grant of a new Option to such Participant.  Such\nOption shall be exercisable at the price, during the period, and in accordance\nwith any other terms or conditions specified by the Committee at the time the\nnew Option is granted, all determined in accordance with the provisions of the\nPlan without regard to the price, period of exercise, or any other terms or\nconditions of the Option surrendered.\n\n         (h)     The forms of Options granted under the Plan may contain such\nother provisions as the Committee may deem advisable.  Without limiting the\nforegoing and if so authorized by the Committee, the Company may, with the\nconsent of the Participant, and at any time or from time to time, cancel all or\na portion of any Option granted under the Plan then subject to exercise and\ndischarge its obligation in respect of the Option either by payment to the\nParticipant of an amount of cash equal to the excess, if any, of the Fair\nMarket Value, at such time, of the shares subject to the portion of the Option\nso canceled over the aggregate purchase price specified in the Option covering\nsuch shares, or by issuance or transfer to the Participant of shares of Common\nStock with a Fair Market Value, at such time, equal to any such excess, or by a\ncombination of cash and shares.  Upon any such payment of cash or issuance of\nshares, (i) there shall be charged against the aggregate limitations set forth\nin Section 3(a) a number of shares equal to the number of shares so issued plus\nthe number of shares purchasable with the amount of any cash paid to the\nParticipant on the basis of the Fair Market Value as of the date of payment,\nand (ii) the number of shares subject to the portion of the Option so canceled,\nless the number of shares so charged against such limitations, shall thereafter\nbe available for other grants.\n\n14.      AMENDMENT AND TERMINATION.\n\n         (a)     The Committee will have the power, in its discretion, to\namend, suspend or terminate the Plan at any time.  No such amendment will,\nwithout approval of the stockholders of the Company, except as provided in\nSection 12 of the Plan:\n\n                 (i)      Change the class of persons eligible to receive\nIncentive Awards under the Plan;\n\n                 (ii)     Materially increase the benefits accruing to Eligible\nPersons under the Plan;\n\n                 (iii)    Increase the number of shares of Common Stock \nsubject to the Plan; or\n\n                 (iv)     Transfer the administration of the Plan to any person\nwho is not a Disinterested Person under the Securities Exchange Act of 1934.\n\n         (b)     The Committee may, with the consent of a Participant, make\nsuch modifications in the terms and conditions of an Incentive Award agreement\nas it deems advisable.\n\n         (c)     No amendment, suspension or termination of the Plan will,\nwithout the consent of the Participant, alter, terminate impair or adversely\naffect any right or obligation under any Incentive Award previously granted\nunder the Plan.\n\n         (d)     An Option held by a person who was an Eligible Person at the\ntime such Option was granted will expire immediately if and when the\nParticipant ceases to be an Eligible Person, except as follows:\n\n\n\n\n\n                                      9\n\n                 (i)      If the employment of a Participant or the service of\nan Outside Director is terminated by the Company or any subsidiary thereof\nother than for cause, for which the Company will be the sole judge, then the\nOptions will expire eight months thereafter unless by their terms they expire\nsooner.  During said period, the Options may be exercised in accordance with\ntheir terms, but only to the extent exercisable on the date of termination of\nemployment.\n\n                 (ii)     If a Participant retires at normal retirement age or\nretires with the consent of the Company or any subsidiary thereof at an earlier\ndate, the Options of the Participant will expire, subject to the provisions of\nSection 9.(d) hereof, three years thereafter unless by their terms they expire\nsooner.  During said period, the Options may be exercised in accordance with\ntheir terms, but only to the extent exercisable on the date of retirement.\n\n                 (iii)    If the Participant dies or becomes permanently and\ntotally disabled while employed by the Company, the Options of the Participant\nwill expire, subject to the provision of Section 9.(d) hereof, three years\nafter the date of death or permanent and total disability unless by their terms\nthey expire sooner.  If the Participant dies or becomes permanently and totally\ndisabled within the eight months referred to in paragraph (i) above, the\nOptions will expire, subject to the provision of Section 9.(d) hereof, one year\nafter the date of death or permanent and total disability, unless by their\nterms they expire sooner.  If the Participant dies or becomes permanently and\ntotally disabled within the three-year period referred to in subparagraph (ii)\nabove, the Options will expire, subject to the provisions of Section 9.(d)\nhereof, upon the later of three years after retirement or one year after the\ndate of death or permanent and total disability, unless by their terms they\nexpire sooner.\n\n         (e)     The Committee may in its sole discretion determine, (i) with\nrespect to an Incentive Award, that any Participant who is on leave of absence\nfor any reason will be considered as still in the employ of the Company,\nprovided that rights to such Incentive Award during a leave of absence will be\nlimited to the extent to which such right was earned or vested at the\ncommencement of such leave of absence, or (ii) with respect to any Options of\nany Participant who is retiring at normal retirement age or with the consent of\nthe Company or any subsidiary thereof at an earlier age, that the Options of\nsuch Participant will accelerate and become fully exercisable on a date\nspecified by the Committee which is not later than the effective date of such\nretirement.\n\n15.      EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.\n\n         This Plan will become effective upon adoption by the Board and the\nholders of a majority of the outstanding shares at a meeting of stockholders of\nthe Company.  Unless previously terminated, the Plan will terminate on March\n31, 2004.\n\n\n\n\n\n                                      10\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9539,9545],"class_list":["post-38213","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","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\/38213","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=38213"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38213"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38213"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38213"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}