{"id":38220,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-equity-participation-plan-storage-technology-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-equity-participation-plan-storage-technology-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-equity-participation-plan-storage-technology-corp.html","title":{"rendered":"1995 Equity Participation Plan &#8211; Storage Technology Corp."},"content":{"rendered":"<pre>\n                       STORAGE TECHNOLOGY CORPORATION\n                       1995 EQUITY PARTICIPATION PLAN\n        (As amended by the Board of Directors on February 20, 1997*)\n\n\n                                  SECTION 1\n\n                                INTRODUCTION\n                                ------------\n\n\n    1.1        ESTABLISHMENT.  Effective as provided in Section 22, the\nCompany hereby establishes a plan of long-term stock-based compensation\nincentives for selected employees, directors and consultants of the Company\nand its affiliated corporations.  The plan shall be known as the Storage\nTechnology Corporation 1995 Equity Participation Plan (the '1995 Plan').\n\n    1.2        PURPOSE.  The purpose of the 1995 Plan is to provide\nemployees, directors and consultants selected for participation in the 1995\nPlan with added incentives to continue in the service of the Company and its\naffiliates and to create in such employees, directors and consultants a more\ndirect interest in the future success of the operations of the Company and\nits affiliated corporations by relating incentive compensation to the\nachievement of long-term corporate economic objectives.  The 1995 Plan is\nalso designed to attract key employees, directors and consultants and to\nretain and motivate participating employees, directors and consultants by\nproviding an opportunity for equity investment in the Company.\n\n    1.3        NO EFFECT ON 1987 PLAN OPTIONS.  Options granted pursuant to\nthe Storage Technology Corporation 1987 Equity Participation Plan (the '1987\nPlan') shall be governed by the terms and provisions of the option agreements\ncovering such grants and by the provisions of the 1987 Plan.\n\n\n                                  SECTION 2\n\n                                 DEFINITIONS\n                                 -----------\n\n    2.1        DEFINITIONS.  The following terms shall have the meanings set\nforth below:\n\n                                      -1-\n\n         (a)   'Affiliated Corporation' means any corporation that is either\na parent corporation with respect to the Company or a subsidiary corporation\nwith respect to the Company (within the meaning of Sections 424(e) and (f),\nrespectively, of the Internal Revenue Code).\n\n         (b)   'Board' means the Board of Directors of the Company.\n\n         (c)   'Cause' means performance or conduct problems resulting in\ndischarge, as determined by the Company or Affiliated Company, which\ndetermination will be conclusive.\n\n         (d)   'Committee' means a committee designated by the Board to\nadminister the Plan or, if no committee is so designated, the Board.\n\n         (e)   'Common Stock' means the Company's $.10 par value voting\ncommon stock.\n\n         (f)   'Common Stock Equivalent' means a right to receive Common\nStock in the future that may be granted to a Participant pursuant to Sections\n12, 13 or 15 in lieu of a current issuance of Common Stock, subject to\ncertain conditions and limitations imposed in accordance with such Sections.\n\n         (g)   'Consultant' means a natural person who performs services for\nthe Company, or any Affiliated Corporation, or any division thereof in\nexchange for consideration, but who is not an Employee.\n\n         (h)   'Director' means a member of the Board.\n\n         (i)   'Effective Date' means the effective date of the 1995 Plan, as\nset forth in Section 22 hereof.\n\n         (j)   'Eligible Employees' means those Employees upon whose\njudgment, initiative and efforts the Company or the Affiliated Corporations\nare, or are expected to become, largely dependent for the successful conduct\nof their business.\n\n         (k)   'Employee' means a natural person who is deemed an employee\n(including, without limitation, an officer or director who is also an\nemployee) of the Company, or\n\n                                      -2-\n\nany Affiliated Corporation, in accordance with the rules contained in Section\n3401(c) of the Internal Revenue Code and the regulations thereunder.\n\n         (l)   'Fair Market Value' means with respect to Common Stock, as of\nany date, the closing price of a share of Common Stock on the New York Stock\nExchange as reported by The Wall Street Journal for the last trading day\nprior to that date.  If no such prices are reported, then Fair Market Value\nshall mean the average of the high and low sale prices for the Common Stock\n(or if no sale prices are reported, the average of the high and low bid\nprices) as reported by the principal regional stock exchange, or if not so\nreported, as reported by Nasdaq or a quotation system of general circulation\nto brokers and dealers.\n\n         (m)   'Incentive Stock Option' means the right to purchase Common\nStock granted to an Employee pursuant to Sections 6 and 7, which constitutes\nan incentive stock option within the meaning of Section 422 of the Internal\nRevenue Code, and which may or may not be issued with related Stock\nAppreciation Rights.\n\n         (n)   'Internal Revenue Code' means the Internal Revenue Code of\n1986, as it may be amended from time to time.\n\n         (o)   'Long-Term Employee' means a person who, as of the date he or\nshe ceases to be an Employee of the Company or any Affiliated Corporation,\nhas been an Employee of the Company or any Affiliated Corporation for six\nyears or more, with no break in such employment of longer than one year.\n\n         (p)   'MBO Payment' means a payment to a Participant pursuant to the\nCompany's MBO Plan, which payment may be made either in shares of Common\nStock, Common Stock Equivalents or in cash, or partly in Common Stock, partly\nin Common Stock Equivalents and partly in cash, as determined in accordance\nwith the provisions of Section 13.\n\n         (q)   'MBO Equity Plan' means the Company's Management By Objective\nPlan, as established by the Board or the Committee from time to time,\npursuant to which MBO Payments are made from time to time in the manner and\nunder the conditions established by the Board or the Committee.\n\n         (r)   'Non-Qualified Option' means a right to purchase Common Stock\ngranted to a Participant pursuant to Sections 6 and 8, which does not qualify\nas an Incentive Stock Option or which is designated as a Non-Qualified\nOption, and which may or may not be issued with related Stock Appreciation\nRights.\n\n                                      -3-\n\n         (s)   'Outside Director' means a Director who is not an Employee.\n\n         (t)   'Participant' means an Eligible Employee, Director or\nConsultant designated by the Committee from time to time during the term of\nthe 1995 Plan to receive one or more of the stock-based compensation\nincentives provided under the 1995 Plan.\n\n         (u)   'Reduction in Force' means any termination of employment that,\nin the sole judgment of the Company, is (i) made at the request of the\nCompany or an Affiliated Corporation and is due to the elimination of the\nEmployee's position, or (ii) a reduction in the number of persons employed by\nthe Company, either overall or in the Employee's function, department,\ndivision or other relevant workplace unit.\n\n         (v)   'Restricted Stock Award' means an award of Common Stock\ngranted to a Participant pursuant to Section 10 that is subject to certain\nrestrictions imposed in accordance with the provisions of such Section.\n\n         (w)   'Retire' means any termination of employment that is deemed to\nbe a 'Retirement' by a resolution of the Board of Directors, or any\ntermination of employment made at the request of the Employee if, as of the\ndate of such termination, such Employee (a) is age 62 or older and (b) has,\nat the time of such termination, been employed by the Company or any\nAffiliated Corporation for six years or more, with no break in such\nemployment of longer than one year.\n\n         (x)   'Retired' means the status of any former Employee after he or\nshe Retires.\n\n         (y)   'Stock Appreciation Right' means a right granted to a\nParticipant pursuant to Section 9 to receive a payment from the Company equal\nto the difference between the Fair Market Value of one or more shares of\nCommon Stock subject to a Non-Qualified Option or an Incentive Stock Option\nand the exercise price of such shares under the terms of such Stock Option.\n\n         (z)   'Stock Option' means an Incentive Stock Option or a Non-\nQualified Option.\n\n    2.2        GENDER AND NUMBER.  Except when otherwise indicated by the\ncontext, the masculine gender shall also include the feminine gender, and the\ndefinition of any term herein in the singular shall also include the plural.\n\n                                      -4-\n\n                                  SECTION 3\n\n                             PLAN ADMINISTRATION\n                             -------------------\n\n    3.1        ADMINISTRATION GENERALLY.  The 1995 Plan shall be administered\nby the Board or Committee.  In accordance with the provisions of the 1995\nPlan, the Committee, in its sole discretion:\n\n              (i)        shall select the Participants from Eligible\nEmployees, Directors and Consultants;\n\n              (ii)       shall determine the number of shares of Common Stock\nto be subject to Incentive Stock Options, Non-Qualified Options, Stock\nAppreciation Rights, Restricted Stock Awards and other Common Stock or Common\nStock Equivalent awards granted pursuant to the 1995 Plan;\n\n              (iii)      shall determine the number of shares of Common Stock\nor Common Stock Equivalents to be issued as MBO Payments;\n\n              (iv)       shall determine the time at which such options,\nrights, awards and payments are to be granted;\n\n              (v)        shall fix the exercise price, period and the manner\nin which a Stock Option becomes exercisable;\n\n              (vi)       shall establish the duration and nature of\nRestricted Stock Award restrictions;\n\n              (vii)      shall determine the Fair Market Value of the Common\nStock, in accordance with Section 2.1(l) of the 1995 Plan;\n\n              (viii)     shall determine whether and under what\ncircumstances, if any, a Stock Option or Stock Appreciation Right may be\nsettled in cash or Common Stock Equivalents instead of Common Stock;\n\n              (ix)       may reduce the exercise price of any Stock Option or\nStock Appreciation Right to the then current Fair Market Value if the Fair\nMarket Value of the Common Stock covered by such option or right shall have\ndeclined since the date the Stock Option was granted;\n\n                                      -5-\n\n              (x)        may modify or amend the terms and conditions of any\nStock Option, Stock Appreciation Right, Restricted Stock Award or other\nCommon Stock award, subject to Section 19 of the Plan (including, but not\nlimited to, accelerating vesting or waiving forfeiture restrictions);\n\n              (xi)       may institute an option exchange program;\n\n              (xii)      may authorize any person to execute on behalf of the\nCompany any instrument required to effect the grant of a Stock Option, Stock\nAppreciation Right, Restricted Stock Award or other Common Stock or Common\nStock Equivalent award previously granted by the Committee; and\n\n              (xiii)     shall establish such other terms and requirements of\nthe various compensation incentives under the 1995 Plan as the Committee may\ndeem necessary or desirable and consistent with the terms of the 1995 Plan.\n\nThe Committee shall determine the form or forms of the agreements with\nParticipants, which shall evidence the particular provisions, terms,\nconditions, rights and duties of the Company and the Participants with\nrespect to Incentive Stock Options, Non-Qualified Options, Stock Appreciation\nRights, Common Stock Equivalent and Restricted Stock Awards granted pursuant\nto the 1995 Plan, which provisions need not be identical except as may be\nprovided herein.  The Committee may from time to time adopt such rules and\nregulations for carrying out the purposes of the 1995 Plan as it may deem\nproper and in the best interests of the Company.  The Committee may correct\nany defect or supply any omission or reconcile any inconsistency in the 1995\nPlan or in any agreement entered into hereunder in the manner and to the\nextent it shall deem expedient to carry the 1995 Plan into effect, and it\nshall be the sole and final judge of such expediency.  No member of the\nCommittee shall be liable for any action or determination made in good faith.\nThe determinations, interpretations and other actions of the Committee\npursuant to the provisions of the 1995 Plan shall be binding and conclusive\nfor all purposes and on all persons, subject only to the review and control\nof the Board on all Plan matters except selection of Participants.\n\n    3.2        MULTIPLE ADMINISTRATIVE BODIES.  If permitted by Rule 16b-3,\nthe 1995 Plan may be administered by different bodies with respect to\nDirectors who are Employees, Outside Directors, officers (within the meaning\nof Rule 16a-1(f)) who are not Directors, and Employees who are neither\nDirectors nor officers.\n\n    3.3        ADMINISTRATION WITH RESPECT TO DIRECTORS AND OFFICERS.  With\nrespect to grants of Stock Options, Stock Appreciation Rights, Restricted\nStock Awards or other\n\n                                      -6-\n\nCommon Stock or Common Stock Equivalent awards under the 1995 Plan to Employees\nwho are also officers or Directors, the 1995 Plan shall be administered by:\n\n         (a)   the Board, if the Board may administer the 1995 Plan and still\nhave transactions under the 1995 Plan qualify for exemption under Rule 16b-3,\nor\n\n         (b)   a Committee designated by the Board to administer the 1995\nPlan, which Committee shall be constituted (i) in such a manner as to permit\nawards granted under the 1995 Plan to qualify for exemption under Rule 16b-3\nand (ii) in such a manner as to satisfy applicable laws.\n\n    3.4        ADMINISTRATION WITH RESPECT TO OTHER PERSONS.  With respect to\ngrants of Stock Options, Stock Appreciation Rights, Restricted Stock Awards\nor other Common Stock or Common Stock Equivalent awards to Employees who are\nneither Directors nor officers, the 1995 Plan shall be administered by:\n\n         (a)   the Board or\n\n         (b)   a Committee designated by the Board, which Committee shall be\nconstituted in such a manner as to satisfy applicable laws.\n\n    3.5        COMMITTEE COMPOSITION.  Once a Committee has been appointed\npursuant to Section 3.3 or 3.4, such Committee shall continue to serve in its\ndesignated capacity until otherwise directed by the Board.  From time to time\nthe Board may increase the size of any Committee and appoint additional\nmembers thereof, remove members (with or without cause) and appoint new\nmembers in substitution therefor, fill vacancies (however caused) or remove\nall members of the Committee and thereafter directly administer the Plan, all\nto the extent permitted by applicable laws and, in the case of a Committee\nappointed under Section 3.3, to the extent permitted by Rule 16b-3 as it\napplies to transactions intended to qualify thereunder as exempt\ntransactions.\n\n                                  SECTION 4\n\n                          STOCK SUBJECT TO THE PLAN\n                          -------------------------\n\n    4.1        NUMBER OF SHARES.  Four million four hundred thousand\n(4,400,000) shares of Common Stock are authorized for issuance under the 1995\nPlan in accordance with the provisions of the 1995 Plan and subject to such\nrestrictions or other provisions as the\n\n                                      -7-\n\nCommittee may from time to time deem necessary.  This authorization may be\nincreased from time to time by approval of the Board and the stockholders of\nthe Company.  Shares of Common Stock that are issued upon exercise of Incentive\nStock Options, Non-Qualified Options, or Stock Appreciation Rights or pursuant\nto MBO Payments, shares of Common Stock that are issued as Restricted Stock\nAwards, shares of Common Stock that are issued in connection with Common Stock\nEquivalents, and shares of Common Stock that are issued pursuant to a plan\nadopted pursuant to Section 15, shall be applied to reduce the number of shares\nof Common Stock remaining available for future issuance under the 1995 Plan.\n\n    4.2        UNUSED AND FORFEITED STOCK.  Any shares of Common Stock that\nare subject to an Incentive Stock Option or a Non-Qualified Option that\nexpires or for any reason is terminated unexercised, and with respect to\nwhich no related Stock Appreciation Right has been exercised, any shares of\nCommon Stock that are subject to Common Stock Equivalents or to a Restricted\nStock Award and that are forfeited (the 'Forfeited Restricted Stock'), and\nany shares of Common Stock that for any other reason are not issued to a\nParticipant (not including shares withheld pursuant to Section 20.2) or are\nforfeited (if forfeited, the 'Other Forfeited Stock'), shall automatically\nbecome available for use under the 1995 Plan; provided, however, that (i) no\nshares of Forfeited Restricted Stock or Other Forfeited Stock may be subject\nto Incentive Stock Options and (ii) such shares shall not be returned to the\n1995 Plan if prohibited by Rule 16b-3.\n\n    4.3        CAPITAL ADJUSTMENTS.\n\n         (a)   Changes in Capitalization.  Subject to any required action by\nthe stockholders of the Company, the number of shares of Common Stock covered\nby each outstanding Stock Option,  Stock Appreciation Right and Common Stock\nEquivalent ('Rights'), and the number of shares of Common Stock that have\nbeen authorized for issuance under the Plan but as to which no Stock Options,\nStock Appreciation Rights or Common Stock Equivalents have yet been granted\nor that have been returned to the Plan upon cancellation or expiration of a\nStock Option, Stock Appreciation Right or Common Stock Equivalents (the\n'Shares Available for Future Grant'), as well as the price per share of\nCommon Stock covered by each outstanding Stock Option or Stock Appreciation\nRight, shall be proportionately adjusted for any increase or decrease in the\nnumber of issued and outstanding shares of Common Stock resulting from a\nstock split, reverse stock split, stock dividend, combination or\nreclassification of the Common Stock, or any other increase or decrease in\nthe number of issued and outstanding shares of Common Stock effected without\nreceipt of consideration by the Company; provided, however, that conversion\nof any convertible securities of the Company shall not be deemed to have been\n'effected without receipt of consideration.'  Such proportionate adjustment\nshall be made by the Committee,\n\n                                      -8-\n\nwhose determination in that respect shall be final, binding and conclusive.\nExcept as expressly provided herein, no issuance by the Company of shares of\nstock of any class, or securities convertible into or exercisable for shares of\nstock of any class, shall affect, and no adjustment by reason thereof shall be\nmade with respect to, the number of Shares Available for Future Grant or the\nnumber or price of shares of Common Stock subject to outstanding Stock Options\nor Stock Appreciation Rights.\n\n         (b)   Dissolution or Liquidation.  In the event of the proposed\ndissolution or liquidation of the Company, to the extent that a Stock Option\nor Stock Appreciation Right has not been previously exercised, it will\nterminate immediately prior to the consummation of such proposed action.  The\nCommittee may, in the exercise of its sole discretion in such instances,\ndeclare that any Stock Option or Stock Appreciation Right shall terminate as\nof a date fixed by the Committee and give each Participant the right to\nexercise his or her Stock Option or Stock Appreciation Right in whole or in\npart, including with respect to shares as to which the Stock Option or Stock\nAppreciation Right would not otherwise be exercisable.  Unless determined\notherwise by the Committee, Common Stock Equivalents shall convert into\nshares of Common Stock immediately prior to the consummation of any such\ndissolution or liquidation.\n\n         (c)   Merger or Asset Sale.  In the event of a merger or\nconsolidation of the Company with or into another corporation, or the sale of\nall or substantially all of the assets of the Company, each outstanding Stock\nOption, Stock Appreciation Right and Common Stock Equivalent may be assumed\nor an equivalent Stock Option, Stock Appreciation Right or Common Stock\nEquivalent may be substituted by the successor corporation or a paren<font size=\"2\">t or\nsubsidiary of the successor corporation.  The Committee may, in lieu of such\nassumption or substitution of Stock Options and Stock Appreciation Rights,\nprovide for Optionees to have the right to exercise his or her Stock Option\nor Stock Appreciation Right in whole or in part, including with respect to\nshares as to which it would not otherwise be exercisable.  If the Committee\nmakes a Common Stock Equivalent convertible into shares of Common Stock or\nmakes a Stock Option or Stock Appreciation Right exercisable in lieu of\nassumption or substitution in the event of a merger, consolidation or sale of\nassets, the Committee shall notify the Participants and, in the case of a\nStock Option or Stock Appreciation Right, shall notify the Optionee that the\nStock Option or Stock Appreciation Right shall be fully exercisable for a\nperiod of thirty (30) days from the date of such notice, and the Stock Option\nor Stock Appreciation Right shall terminate upon the expiration of such\nperiod.  For the purposes of this paragraph, the Stock Option, Stock\nAppreciation Right or Common Stock Equivalent shall be consid<\/font>ered assumed if,\nfollowing the merger, consolidation or sale of assets, the Stock Option,\n\n                                      -9-\n\nStock Appreciation Right or Common Stock Equivalent confers the right to\npurchase or receive, for each share of Common Stock subject to the Stock\nOption, Stock Appreciation Right or Common Stock Equivalent immediately prior\nto the merger, consolidation or sale of assets, the consideration (whether\nstock, cash or oth<font size=\"2\">er securities or property) received in the merger,\nconsolidation or sale of assets by holders of Common Stock for each share\nheld on the effective date of the transaction (and, if holders were offered a\nchoice of consideration, the type of consideration chosen by the holders of a\nmajority of the outstanding shares); provided, however, that if such\nconsideration received in the merger, consolidation or sale of assets was not\nsolely common stock of the successor corporation or its parent, the Committee\nmay, with the consent of the successor corporation, provide for the\nconsideration to be received upon conversion of a Common Stock Equivalent or\nupon the exercise of the Stock Option or Stock Appreciation Right, for each\nshare of Common Stock subject to the Stock Option, Stock Appreciation Right\nor Common Stock Equivalent to be solely common stock of the successor\ncorporation or its parent equal in fair market value to the per share\nconsideration received by holders of Common Stock in the merger,\nconsolidation or sale of assets.\n\n                                  SECTION 5\n\n                                PARTICIPATION\n                                -------------\n\n    5.1        ELIGIBILITY.  Participants in the 1995 Plan shall be those\nEligible Employees, Directors and Consultants who, in the judgment of the\nCommittee, are performing, or during the term of their service to the Company\nare expected to perform, vital services in the management, operation and\ndevelopment of the Company or an Affiliated Corporation, and significantly\ncontribute or are expected to significantly contribute to the achievement of\nlong-term corporate economic objectives.  Participants who are Employees may\nbe granted from time to time one or more Incentive Stock Options (with or\nwithout Stock Appreciation Rights), and Participants (whether or not they are\nEmployees) may be granted one or more Non-Qualified Options (with or without\nStock Appreciation Rights), one or more Restricted Stock Awards, one or more\nMBO Payments in Common Stock Equivalents or in shares of Common Stock, Common\nStock equivalents pursuant to Section 12, and one or more other Common Stock\nor Common Stock Equivalent awards pursuant to Section 15; provided, however,\nthat the grant of each such option, right, award or payment shall be\nseparately approved by the Committee, and receipt of one such option, right,\naward or payment shall not result in automatic receipt of any other option,\nright, award or payment.  Upon determination by the Committee that a Stock\nOption, Stock Appreciation Right, Restricted Stock Award, MBO Payment or\nother Common Stock or Common Stock Equivalent award is to be granted to a\nParticipant, written notice shall be given to such person, specifying the\nterms, conditions, rights and duties related thereto.  Each Participant\nshall, if required by the\n\n                                     -10-\n\nCommittee, enter into an agreement with the Company, in such form as the\nCommittee shall determine and as is consistent with the provisions of the 1995\nPlan, specifying such terms, conditions, rights and duties.  Stock Options,\nStock Appreciation Rights, Restricted Stock Awards, MBO Payments and other\nCommon Stock or Common Stock Equivalent awards shall be deemed to be granted as\nof the date specified in the grant resolution of the Committee, which date\nshall be the date of any related agreement with the Participant.  In the event\nof any inconsistency between the provisions of the 1995 Plan and any such\nagreement entered into hereunder, the provisions of the 1995 Plan shall govern.\n\n    5.2        LIMITATIONS.  The following limitations shall apply to grants\nof Stock Options and Stock Appreciation Rights to Participants:\n\n         (a)   No Participant shall be granted, in any fiscal year of the\nCompany, Stock Options and Stock Appreciation Rights to purchase more than\n500,000 shares.\n\n         (b)   The foregoing limitation shall be adjusted proportionately in\nconnection with any change in the Company's capitalization as described in\nSection 4.3.\n\n         (c)   If a Stock Option or Stock Appreciation Right is canceled in\nthe same fiscal year of the Company in which it was granted (other than in\nconnection with a transaction described in Section 4.3), the canceled Stock\nOption or Stock Appreciation Right shall be counted against the limit set\nforth in Section 5.2(a).  For this purpose, if the exercise price of a Stock\nOption or Stock Appreciation Right is reduced, the transaction will be\ntreated as a cancellation of the Stock Option or Stock Appreciation Right and\nthe grant of a new Stock Option or Stock Appreciation Right.\n\n         (d)   Incentive Stock Options may not be granted to Outside\nDirectors or to Consultants.\n\n    5.3        RULE 16B-3.  Stock Options, Stock Appreciation Rights,\nRestricted Stock Awards, MBO Payments and other Common Stock or Common Stock\nEquivalent awards granted to Participants who are subject to Section 16 of\nthe Securities Exchange Act of 1934, as amended (the 'Exchange Act'), must\ncomply with the applicable provisions of Rule 16b-3 and shall contain such\nadditional conditions or restrictions as may be required thereunder to\nqualify for the maximum exemption from Section 16 of the Exchange Act with\nrespect to 1995 Plan transactions.\n\n                                     -11-\n\n                                  SECTION 6\n\n                                STOCK OPTIONS\n                                -------------\n\n    6.1        GRANT OF STOCK OPTIONS.  Coincident with or following\ndesignation for participation in the 1995 Plan, a Participant may be granted\none or more Stock Options.  The Committee in its sole discretion may\ndesignate whether a Stock Option granted to an Employee is to be considered\nan Incentive Stock Option or a Non-Qualified Option.  The Committee may grant\nboth an Incentive Stock Option and a Non-Qualified Option to the same\nEmployee at the same time or at different times. Incentive Stock Options and\nNon-Qualified Options, whether granted at the same or different times, shall\nbe deemed to have been awarded in separate grants, shall be clearly\nidentified, and in no event will the exercise of one Stock Option affect the\nright to exercise any other Stock Option or affect the number of shares of\nCommon Stock for which any other Stock Option may be exercised.  All Stock\nOptions granted to Participants who are not Employees shall be Non-Qualified\nOptions.\n\n    6.2        MANNER OF STOCK OPTION EXERCISE.  A Stock Option may be\nexercised by a Participant in whole or in part from time to time, subject to\nthe conditions contained herein, (i) by delivery of written notice of\nexercise to the Company at its principal office in Louisville, Colorado\n(Attention: Corporate Secretary), in person or through mail, facsimile or\nelectronic mail, or by delivery of notice of exercise in such other method as\nhas been approved by the Committee, and (ii) by paying in full, with the\nwritten notice of exercise or at such other time as the Committee may\nestablish, the total exercise price under the Stock Option for the shares\nbeing purchased.  Such notice shall be in a form satisfactory to the\nCommittee and shall specify the particular Stock Option (or portion thereof)\nthat is being exercised and the number of shares with respect to which the\nStock Option is being exercised.  The exercise of the Stock Option shall be\ndeemed effective upon receipt of such notice by the Corporate Secretary and\npayment to the Company.  As soon as practicable after the effective exercise\nof the Stock Option, and upon satisfaction of all applicable withholding\nrequirements pursuant to Section 20, the Participant shall be recorded on the\nstock transfer books of the Company as the owner of the shares purchased and\nthe Company shall deliver to the Participant one or more duly issued and\nexecuted stock certificates evidencing such ownership.\n\n    6.3        PAYMENT OF STOCK OPTION EXERCISE PRICE.  At the time of the\nexercise of a Stock Option, payment of the total Stock Option exercise price\nfor the shares to be purchased shall be made in the manner specified in the\noption agreement relating to such Stock Option, which may include any or all\nof the following methods of payment:\n\n                                     -12-\n\n              (i)        in cash or by check;\n\n              (ii)       by transfer from the Participant to the Company of\nshares of Common Stock (other than shares of Common Stock that the Committee\ndetermines by rule may not be used to exercise Stock Options) with a then\ncurrent aggregate Fair Market Value equal to the total Stock Option exercise\nprice;\n\n              (iii)      delivery to the Company of (A) a properly executed\nexercise notice, (B) irrevocable instructions to a broker to sell a suffi-\ncient number of the shares being exercised to cover the exercise price and to\npromptly deliver to the Company the amount of sale proceeds required to pay\nthe exercise price and any required tax withholding relating to the exercise,\nand (C) such other documentation as the Committee and the broker shall\nrequire to effect a same-day exercise and sale;\n\n              (iv)       delivery to the Company of (A) a properly executed\nexercise notice, (B) irrevocable instructions to a broker or other third\nparty acceptable to the Comp<\/font>any to hold the shares being exercised as\ncollateral for a loan to the Optionee of an amount sufficient to cover the\nexercise price and to promptly deliver to the Company the amount of loan\nproceeds required to pay the exercise price and any required tax withholding\nr<font size=\"2\">elating to the exercise and (C) such other documentation as the Committee\nand the broker or other third party shall require to effect the transaction;\n\n              (v)        a reduction in the amount of any Company liability\nto the Optionee, including any liability attributable to the Optionee's\nparticipation in any Company-sponsored deferred compensation program or\narrangement;\n\n              (vi)       any combination of the foregoing methods of payment;\nor\n\n              (vii)      such other consideration and method of payment for\nthe issuance of Shares to the extent permitted by applicable laws, rules and\nregulations and by the agreement relating to the Stock Option being\nexercised.\n\nIn the event that the option agreement does not specify the acceptable\nmethods of payment of the exercise price, payment may be made by any of the\nmethods specified in clauses (i) through (iii), inclusive, of this\nSection 6.3, or any combination of such methods of payment.\n\n    6.4        STOCKHOLDER PRIVILEGES.  No Participant shall have any rights\nas a stockholder with respect to any shares of Common Stock covered by a\nStock Option until the Participant becomes the holder of record of such\nCommon Stock, and no adjustments shall be made for\n\n                                     -13-\n\ndividends or other distributions or other rights as to which there is a record\ndate preceding the date such Participant becomes the holder of record of such\nCommon Stock.\n\n                                   SECTION 7\n\n                           INCENTIVE STOCK OPTIONS\n                           -----------------------\n\n    7.1        INCENTIVE STOCK OPTION EXERCISE PRICE.  The per share price to\nbe paid by a Participant at the time an Incentive Stock Option is exercised\nshall be determined by the Committee at the time an Incentive Stock Option is\ngranted (or deemed to have been granted under applicable tax rules), but in\nno event shall such exercise price be less than:\n\n         (a)   one hundred percent of the Fair Market Value, on the date the\nIncentive Stock Option is granted (or deemed to have been granted under\napplicable tax rules), of one share of the stock to which such Stock Option\nrelates; or\n\n         (b)   one hundred and ten percent of the Fair Market Value, on the\ndate the Incentive Stoc<\/font>k Option is granted (or deemed to have been granted\nunder applicable tax rules), of one share of the stock to which such Stock\nOption relates if, at the time the Incentive Stock Option is granted, the\nParticipant owns, directly or indirectly (as determined pursuant to\nSection 424(d) of the Internal Revenue Code), ten percent or more of the\ntotal combined voting power of all classes of stock of the Company or of any\nAffiliated Corporation (such a Participant is referred to as a '10% Holder').\n\n    7.2        NUMBER OF OPTION SHARES.  The number of shares of Common Stock\nsubject to an Incentive Stock Option shall be designated by the Committee at\nthe time the Committee decides to grant an Incentive Stock Option.\n\n    7.3        AGGREGATE LIMITATION OF STOCK EXERCISABLE UNDER OPTIONS.  To\nthe extent the aggregate Fair Market Value, determined as of the time an\nIncentive Stock Option is granted, of the shares of Common Stock with respect\nto which Incentive Stock Options are exercisable for the first time by an\nOption Holder in any calendar year under the 1995 Plan or otherwise, granted\nby the Company and Affiliated Corporations, exceeds $100,000, such excess\nshall be treated as a Non-Qualified Option.\n\n    7.4        DURATION OF INCENTIVE STOCK OPTIONS.  The period during which\nan Incentive Stock Option may be exercised shall be fixed by the Committee,\nbut in no event shall such period be more than ten years from the date the\nStock Option is granted, or, in the case of\n\n                                     -14-\n\nParticipants who are 10% Holders as described in Section 7.1(b), five years\nfrom the date the Stock Option is granted.  No Incentive Stock Option with\nrespect to which Stock Appreciation Rights have been granted may be exercised\nduring the six-month period following the date on which such Stock Option was\ngranted.  Upon the expiration of such exercise period, the Incentive Stock\nOption, to the extent not then exercised, shall terminate.  Except as otherwise\nprovided in Section 11, all Incentive Stock Options granted to a Participant\nhereunder shall terminate and may no longer be exercised if the Participant \nceases to be an Employee.\n\n    7.5        RESTRICTIONS ON EXERCISE OF INCENTIVE STOCK OPTIONS.\nIncentive Stock Options may be granted subject to such restrictions as to the\ntiming of exercise of all or various portions thereof as the Committee may\ndetermine at the time it grants Incentive Stock Options to Participants.\n\n    7.6        DISPOSITION OF STOCK ACQUIRED PURSUANT TO THE EXERCISE OF\nINCENTIVE STOCK OPTIONS -- WITHHOLDING.  In the event that a Participant\nmakes a disposition (as defined in Section 424(c) of the Internal Revenue\nCode) of any Common Stock acquired pursuant to the exercise of an Incentive\nStock Option prior to the expiration of two years from the date on which the\nIncentive Stock Option was granted or prior to the expiration of one year\nfrom the date on which the Stock Option was exercised, the Participant shall\nsend written notice to the Company at its principal office in Louisville,\nColorado (Attention: Corporate Secretary) of the date of such disposition,\nthe number of shares disposed of, the amount of proceeds received from such\ndisposition and any other information relating to such disposition as the\nCompany may reasonably request.  The Participant shall, in the event of such\na disposition, make appropriate arrangements with the Company to provide for\nthe amount of additional withholding required by federal, state and local\nincome and other tax laws.\n\n                                  SECTION 8\n\n                            NON-QUALIFIED OPTIONS\n                            ---------------------\n\n    8.1        OPTION EXERCISE PRICE.  The per share price to be paid by the\nParticipant at the time a Non-Qualified Option is exercised shall be\ndetermined by the Committee at the time the Stock Option is granted or\namended, but in no event shall such exercise price per share be less than\neighty-five percent of the Fair Market Value of one share of Common Stock on\nthe date the Stock Option is granted or amended.\n\n                                     -15-\n\n    8.2        NUMBER OF OPTION SHARES.  The number of shares of Common Stock\nsubject to a Non-Qualified Option shall be designated by the Committee at the\ntime the Committee decides to grant a Non-Qualified Option.\n\n    8.3        DURATION OF NON-QUALIFIED OPTIONS; RESTRICTIONS ON EXERCISE.\nThe period during which a Non-Qualified Option may be exercised, and the\ninstallment restrictions on option<font size=\"2\"> exercise during such period, if any, shall\nbe fixed by the Committee, but in no event shall such period be more than ten\nyears from the date the Stock Option is granted, and no Non-Qualified Option\nwith respect to which Stock Appreciation Rights have been granted may be\nexercised during the six-month period immediately following the date on which\nsuch Stock Option was granted.  Upon the expiration of such exercise period,\nthe Non-Qualified Option, to the extent not then exercised, shall terminate.\nExcept as otherwise provided in Section 11, all Non-Qualified Options granted\nto a Participant hereunder shall terminate and may no longer be exercised if\nthe  Participant ceases to be an Employee, Director or Consultant.\n\n                                  SECTION 9\n\n                          STOCK APPRECIATION RIGHTS\n                          -------------------------\n\n    9.1        GRANT OF RIGHTS.  A Stock Appreciation Right may be granted to\na Participant in conjunction with any Incentive Stock Option or Non-Qualified\nOption granted to such Participant, as determined by the Committee, (i) at\nthe time of the grant of such Stock Option in the case of an Incentive Stock\nOption or (ii) at the time of grant, or at any subsequent time during the\nterm of the Stock Option, in the case of a Non-Qualified Option.  Once\ngranted, the term of a Stock Appreciation Right shall be equal to the term of\nits related Stock Option.  Upon exercise of a Stock Appreciation Right by a\nParticipant for a share of Common Stock, the related Stock Option shall be\nterminated with respect to such share.  Incentive Stock Options and Non-\nQualified Options shall not be exercisable with respect to shares of Common\nStock for which Stock Appreciation Rights have been exercised.  Upon such\nStock Appreciation Right exercise, the Participant shall be entitled to\nreceive the economic value of such Stock Appreciation Right determined in the\nmanner prescribed in Section 9.2.\n\n    9.2        EXERCISE OF STOCK APPRECIATION RIGHTS.  Stock Appreciation\nRights shall be subject to such terms and conditions consistent with other\nprovisions of the 1995 Plan as may be determined from time to time by the\nCommittee and shall include the following:\n\n                                     -16-\n\n         (a)   A Stock Appreciation Right shall be exercisable, in whole or\nin part, at such time or times and only to the extent that the Stock Option\nto which it relates shall be exercisable; provided, however, that, except as\notherwise provided in Section 11, no Stock Appreciation Right shall be\nexercisable during the six-month period following the date of its grant.  A\nStock Appreciation Right shall be exercised by the giving of notice in the\nsame manner as the Stock Option to which it relates may be exercised.\n\n         (b)   Upon the exercise of a Stock Appreciation Right, a Participant\nshall be entitled to receive the economic value thereof, which shall be equal\nto (i) the excess of the then Fair Market Value of one share of Common Stock\nover the exercise price per share specified in the related Stock Option,\nmultiplied by (ii) the number of shares in respect of which the Stock\nAppreciation Right is being exercised.\n\n         (c)   The Committee shall, in the agreement relating to the Stock\nAppreciation Right, either (i) specify the form in which payment of the\neconomic value of exercised Stock Appreciation Rights will be made to the\nParticipant upon exercise thereof (i.e., cash, Common Stock, or a specified\ncombination thereof) or (ii) grant the Participant the right to elect to\nreceive cash in full or partial payment of such economic value, at the\nParticipant's discretion.  If the agreement relating to the Stock\nAppreciation Right does not so specify, then the Participant shall have the\nright to elect cash or Common Stock, Common Stock Equivalents or any\ncombination thereof.  If the Participant is not an 'officer' or 'director' of\nthe Company, as those terms are defined in the rules under Section 16 of the\nExchange Act, at the time of grant or exercise of the Stock Appreciation\nRight, then the Committee may retain the right to either consent to or\ndisapprove of Participant's elected method of payment.\n\n    9.3        STOCKHOLDER PRIVILEGES.  No Participant shall have any rights\nas a stockholder with respect to any shares of Common Stock covered by a\nStock Appreciation Right until the Participant becomes the holder of record\nof such Common Stock, and no adjustments shall be made for dividends or other\ndistributions or other rights as to which there is a record date preceding\nthe date such Participant becomes the holder of record of such Common Stock.\n\n                                  SECTION 10\n\n                           RESTRICTED STOCK AWARDS\n                           -----------------------\n\n    10.1       AWARDS GRANTED BY COMMITTEE.  Coincident with or following\ndesignation for participation in the 1995 Plan, a Participant may be granted\none or more Restricted Stock\n\n <\/font>                                    -17-\n\nAwards consisting of shares of Common Stock.  The number of shares granted as a\nRestricted Stock Award shall be determined by the Committee.  The Committee\nmay, in its discretion, require the payment by the Participant of cash in an\namount equal to the par value of the Common Stock subject to the Restricted\nStock Award as a condition precedent to the issuance of Common Stock to the\nParticipant.\n\n    10.2       RESTRICTIONS.  A Participant's right to retain a Restricted\nStock Award granted to him or her un<font size=\"2\">der Section 10.1 shall be subject to such\nrestrictions, including but not limited to the Participant's continuous\nstatus as an Employee, Director or Consultant for a restriction period\nspecified by the Committee, or the attainment of specified performance goals\nand objectives, as may be established by the Committee with respect to such\naward.  The Committee may in its sole discretion require different periods of\nemployment, director service or consulting service or different performance\ngoals and objectives with respect to different Participants, to different\nRestricted Stock Awards or to separate, designated portions of the Common\nStock shares constituting a Restricted Stock Award.  Subject to the\nprovisions of Sections 11 and 14, if a Participant's continuous status as an\nEmployee, Director or Consultant terminates prior to the end of such\nrestriction period or the attainment of such goals and objectives as may be\nspecified by the Committee, the Restricted Stock Award shall be forfeited and\nall shares of Common Stock related thereto shall be immediately returned to\nthe Company.\n\n    10.3       PRIVILEGES OF A STOCKHOLDER; TRANSFERABILITY.  A Participant\nshall have all voting, dividend, liquidation and other rights with respect to\nCommon Stock in accordance with its terms received by him or her as a\nRestricted Stock Award under this Section 10 upon becoming the holder of\nrecord of such Common Stock; provided, however, that the Participant's right\nto sell, encumber, or otherwise transfer such Common Stock (and any other\nsecurities issued in respect of such shares of Common Stock as a stock\ndividend, stock split or the like) shall be subject to the limitations of\nSection 16.2 hereof.\n\n    10.4       ENFORCEMENT OF RESTRICTIONS.  The Committee may in its sole\ndiscretion require one or more of the following methods of enforcing the\nrestrictions referred to in Section 10.2 and 10.3:\n\n         (a)   Placing a legend on the stock certificates referring to the\nrestrictions;\n\n         (b)   Requiring the Participant to keep the stock certificates, duly\nendorsed, in the custody of the Company while the restrictions remain in\neffect; or\n\n                                     -18-\n\n         (c)   Requiring that the stock certificates, duly endorsed, be held\nin the custody of a third party while the restrictions remain in effect.\n\n                                  SECTION 11\n\n             EFFECT OF TERMINATION OF  SERVICE ON STOCK OPTIONS,\n            STOCK APPRECIATION RIGHTS AND RESTRICTED STOCK AWARDS\n            -----------------------------------------------------\n\n    11.1       EFFECT OF TERMINATION OF SERVICE ON STOCK OPTIONS AND STOCK\nAPPRECIATION RIGHTS.  No Stock Option or Stock Appreciation Right may be\nexercised unless, at the time of such exercise, the Participant is an\nEmployee, Director or Consultant, except as follows:\n\n         (a)   The Stock Option or Stock Appreciation Right may be exercised\nwithin such period of time after termination of service as is specified in\nthe Stock Option or Stock Appreciation Right agreement or instrument, but\n(i) in no event may such post-termination period extend beyond the original\nexpiration date of the Stock Option or Stock Appreciation Right and (ii) only\nto the extent that the Participant was entitled to exercise it at the date of\ntermination of service.  In the absence of a specified time in the Stock\nOption or Stock Appreciation Right agreement or instrument, the Stock Option\nor Stock Appreciation Right shall remain exercisable for the applicable\nperiod and to the extent specified in Section 11.5 below following the\nParticipant's termination of service as an Employee, Director or Consultant.\nIn the case of an Incentive Stock Option, s<\/font>uch period of time shall not\nexceed 90 days from the date of termination of status as an Employee;\nprovided, however, that the agreement may specify a longer period, in which\ncase Stock Option shall convert to a Non-Qualified Option on the 91st day\nfollowing termination of employment.\n\n         (b)   If the Participant dies while serving as an Employee, Director\nor Consultant, or within three months after the Participant ceases such\nservice, the Stock Option or Stock Appreciation Right may be exercised <font size=\"2\">by the\nperson to whom it is transferred by will or the laws of descent and\ndistribution within such period of time after death as is specified in the\nStock Option or Stock Appreciation Right agreement or instrument, but in no\nevent may such post-death period extend beyond the original expiration date\nof the Stock Option or Stock Appreciation Right.  In the absence of a\nspecified time in the Stock Option or Stock Appreciation Right agreement or\ninstrument, the Stock Option or Stock Appreciation Right shall remain\nexercisable for the applicable period and to the extent specified in\nSection 11.5 below.\n\n                                     -19-\n\n         (c)   If the Participant becomes disabled (within the meaning of\nSection 22(e)(3) of the Internal Revenue Code) while serving as an Employee,\nDirector or Consultant, the Stock Option or Stock Appreciation Right may be\nexercised within such period of time after termination of service as is\nspecified in the Stock Option or Stock Appreciation Right agreement or\ninstrument, but in no event may such post-termination period extend beyond\nthe original expiration date of the Stock Option or Stock Appreciation Right.\nIn the absence of a specified time in the Stock Option or Stock Appreciation\nRight agreement or instrument, the Stock Option or Stock Appreciation Right\nshall remain exercisable for the applicable period and to the extent\nspecified in Section 11.5 below.\n\n    11.2       EFFECT OF TERMINATION OF SERVICE ON RESTRICTED STOCK AWARDS.\nIn the event of the death or disability (as defined in Section 11.1(c)) of a\nParticipant, all period of service and other restrictions applicable to\nRestricted Stock Awards then held by such Participant shall lapse, and such\nawards shall become fully vested and nonforfeitable.  In the event of a\nParticipant's termination of service for any other reason, any Restricted\nStock Awards as to which the employment period or other restrictions have not\nbeen satisfied shall be forfeited.\n\n    11.3       MEANING OF EMPLOYMENT.  For all purposes of the 1995 Plan and\nany Stock Option or Stock Appreciation Right granted hereunder, 'employment'\nshall be defined in accordance with the provisions of Section 3401(c) of the\nInternal Revenue Code and the regulations thereunder.\n\n    11.4       MEANING OF CONTINUOUS STATUS.  Unless otherwise specified in\nthe Stock Option or Stock Appreciation Right agreement or instrument, so long\nas a Participant is either an Employee or a Director or a Consultant, he or\nshe shall be considered to be in continuous status as an Employee, Director\nor Consultant, even if the person is serving in one capacity when the award\nis granted and subsequently changes to service in a different capacity, such\nas terminating employment but continuing to serve as a Consultant.\n\n    11.5       DEFAULT PROVISIONS FOR TERMINATION OF SERVICE.  In the event\nthat the Stock Option or Stock Appreciation Right agreement or instrument do\nnot specify the post-termination period of exercisability, the following\nprovisions shall apply:\n\n         (a)   Subject to 11.5(f), if such termination is due to the death of\nthe Participant, or the Participant dies within three months after such\ntermination, or if such termination occurs after the Participant becomes\ndisabled (within the meaning of Section 22(e)(3) of the Internal Revenue\nCode), the Stock Option or Stock Appreciation Right may be exercised by the\nParticipant (or, in the case of death, by the person to whom\n\n                                     -20-\n\nit is transferred by will of the laws of descent and distribution):  (i) for\nall Incentive Stock Option grants, or for Non-Qualified Stock Option grants or\nStock Appreciation Right grants made before May 22, 1997, or for Non-\nQualified Stock Option grants or Stock Appreciation Right grants made on or\nafter May 22, 1997, if, at the time of the Participant's termination, such\nParticipant was not a Long-Term Employee, then within a period of one year\nafter the date of death (but in no event longer than the term of the Stock\nOption or Stock Appreciation Right); and (ii) for grants made on or after May\n22, 1997, if the Participant was a Long-Term Employee at the time of the\nParticipant's termination, the Non-Qualified Stock Option or Stock\nAppreciation Right may be exercised, to the extent it is vested as of the\ndate of the Participant's termination, for the entire remaining term of such\nStock Option or Stock Appreciation Right.\n\n         (b)   Subject to 11.5(f), if such termination occurs after the\nParticipant becomes disabled (within the meaning of Section 22(e)(3) of the\nInternal Revenue Code), the Stock Option or Stock Appreciation Right may be\nexercised:  (i) for all Incentive Stock Option grants, or for Non-Qualified\nStock Option or Stock Appreciation Right grants made before May 22, 1997, or\nfor Non-Qualified Stock Option grants or Stock Appreciation Right grants made\non or after May 22, 1997, if, at the time of the Participant's termination,\nsuch Participant was not a Long-Term Employee, then within a period of one\nyear after the date of such termination (but in no event longer than the term\nof the Stock Option or Stock Appreciation Right); and (ii) for grants made on\nor after<\/font> May 22, 1997, if the Participant is a Long-Term Employee, a Non-\nQualified Stock Option or Stock Appreciation Right may be exercised to the\nextent it is vested as of the date of the Participant's termination for the\nentire remaining term of such Stock Option or Stoc<font size=\"2\">k Appreciation Right.\n\n         (c)   Subjection to 11.5(f), if such termination is due to a\nReduction in Force, then, for grants on or after May 22, 1997, the Stock\nOption or Stock Appreciation Right shall be exercisable, to the extent vested\nat the time of such termination, for a period of six months from the date of\nsuch termination.\n\n         (d)   Subject to 11.5(f), if the Participant Retires, then, for\ngrants on or after May 22, 1997, the Stock Option or Stock Appreciation Right\nshall be exercisable, to the extent vested at the time the Participant\nRetires, for the entire remaining term of such Stock Option or Stock\nAppreciation Right.\n\n         (e)   Subject to 11.5(f), if the Participant's employment is\nterminated for any reason other than those reasons covered by subsections\n(a) through (d) of this Section 11.5, then the Stock Option or Stock\nAppreciation Right shall be exercisable, to the extent vested\n\n                                     -21-\n\nat the time of such termination, for a period of ninety (90) days after the\ndate of such termination.\n\n         (f)   Notwithstanding the provisions of Section 11.5(a) through (e)\nabove, with respect to all grants of Stock Options or Stock Appreciation\nRights occurring on or after May 22, 1997, no such grants shall be\nexercisable after the date of termination of employment if either the\ntermination was for Cause, or if the former Employee, Consultant or Director\nis then, in the sole judgment of the Company, in material breach of any\ncontractual, statutory, fiduciary or other legal obligation to the Company.\n\n                                 SECTION 12\n\n                    DIRECTOR STOCK AND STOCK EQUIVALENTS\n                    ------------------------------------\n\n    12.1       DIRECTOR STOCK AND STOCK EQUIVALENTS.  Effective with the\nbeginning of the Company's fiscal year beginning December 28, 1996, each\nOutside Director may receive all or a portion of his or her annual retainer\nand any meeting fees (which shall include any additional annual retainer or\nfees paid to a committee chair) in shares of Common Stock or, if elected by\nthe Director, in Common Stock Equivalents.  An election pursuant to this\nSection 12 must be made in writing on or before the first day of the\nbeginning of the Outside Director's annual retainer period and shall entitle\nthe Outside Director to a number of shares of Common Stock or Common Stock\nEquivalents determined by dividing (i) the dollar amount of the portion of\nthe retainer for the fiscal period that is to be paid in shares of Common\nStock or Common Stock Equivalents by (ii) the Fair Market Value of one share\nof Common Stock as of the last day of each such fiscal period, rounded up to\nthe next full number of shares.  In the event any person becomes an Outside\nDirector other than at the beginning of an annual retainer period, such\nperson may elect, within thirty (30) days of the date on which such person\nbecomes an Outside Director, to receive his or her retainer and any meeting\nfees in shares of Common Stock or Common Stock Equivalents as described above\nfor the balance of such annual retainer period in accordance with the formula\nset forth in the preceding sentence.\n\n     For purposes of this Section 12, an annual retainer period shall begin\non the date of an Annual Meeting of the Stockholders of the Company and shall\nend on the day immediately preceding the next following Annual Meeting.\n\n                                     -22-\n\n    12.2       STOCK EQUIVALENTS.  The number of Common Stock Equivalents\ndetermined under Section 12.1 for each Outside Director shall be credited to\na bookkeeping account established in the name of that Director subject to the\nfollowing terms and conditions:\n\n         (i)   If the Company pays a cash dividend with respect to the Common\nStock at any time while Common Stock Equivalents are credited to an Outside\nDirector's account, there shall be credited to the Outside Director's account\nadditional Common Stock Equivalents equal to (a) the dollar amount of the\ncash dividend the Director would have received had he or she been the actual\nowner of the Common Stock to which the Common Stock Equivalents then credited\nto the Director's account relate, divided by (b) the Fair Market Value of one\nshare of the Company's Common Stock on the dividend payment date.  The\nCompany will pay the Director a cash payment in lieu of fractional stock\nequivalents on the date of such dividend payment.\n\n         (ii)  Upon the death or other termination of the Outside Director's\nservice on the Board, or, if authorized by the Committee, such other time or\ntimes as specified by the Outside Director at the time of his or her annual\nelection(s), the Company shall deliver to the Outside Director (or his or her\ndesignated beneficiary or estate) a number of shares of Common Stock equal to\nthe whole number of Common Stock Equivalents then credited to the Director's\naccount, together with a cash payment equal to the Fair Market Value<\/font> of any\nfractional Common Stock Equivalent.\n\n         (iii) The Company's obligation with respect to Common Stock\nEquivalents shall not be funded or secured in any manner, nor shall an\nOutside Director's right to receive Common Stock equivalents be assigned or\ntransferable, voluntarily or involuntarily, except as expressly provided\nherein.\n\n         (iv)  An Outside Director shall not be entitled to any voting or\nother stockholder rights as a result of the credit of Common Stock\nEquivalents to the Director's account until certificates representing shares\nof Common Stock are delivered to the Director (or his or her designated\nbeneficiary or estate) hereunder.\n\n    12.3       ELECTIONS.  The Committee shall determine the form of Outside\nDirector's elections pursuant to this Section 12, which form shall evidence\nthe particular provisions, terms, conditions, rights and duties of the\nCompany and the Outside Directors with respect to Common Stock and Common\nStock Equivalents paid with respect to the Director's annual retainer and any\nmeeting fees.\n\n                                     -23-\n\n                                 SECTION 13\n\n                                MBO PAYMENTS\n                                ------------\n\n    13.1       PARTICIPANT ELECTION AS TO MBO PAYMENT.  At such time as the\nCommittee determines that a Participant has or may become eligible for an MBO\nPayment pursuant to the MBO Plan, the Committee may notify the Participant as\nto whether or not the Participant will be required by the Committee to, or\nwill be given the right to elect to, accept all or a part of such MBO Payment\nin the form of shares of Common Stock or Common Stock Equivalents.  If the\nCommittee grants the Participant the right to elect whether to accept the MBO\nPayment in Common Stock or Common Stock Equivalents, then the Participant\nshall have ten (10) business days after the receipt of such notice from the\nCommittee to make such election.  The Participant shall notify the Committee\nwith respect to his or her election on such form as may be provided for this\npurpose by the Committee, setting forth thereon the dollar value of the\nportion of the MBO Payment which he or she desires to receive in shares of\nCommon Stock or Common Stock Equivalents.  If a Participant fails to make an\nelection pursuant to this Section with respect to the mode of payment of an\nMBO Payment, the entire MBO Payment shall be made in cash.\n\n    13.2       DETERMINATION OF NUMBER OF SHARES.  The number of shares of\nCommon Stock or Common Stock Equivalents that shall be issued or credited as\nan MBO Payment shall be determined by dividing the dollar value of the\nportion of the MBO Payment that is to be paid in shares of Common Stock or\nCommon Stock Equivalents (whether as elected above or as adjusted by the\nCommittee pursuant to Section 13.3) by the Fair Market Value of the Common\nStock on the date the shares are issued or credited with respect to such\nPayment.  No fractional shares of Common Stock or Common Stock Equivalent\nshall be issued or credited as a part of an MBO Payment and the value of any\nsuch fractional share that would otherwise be issued pursuant to the\nParticipant's election shall be paid in cash.\n\n    13.3       DECISION OF COMMITTEE.  The Committee shall have the sole\ndiscretion to either accept the Participant's election with respect to the\npayment of an MBO Payment, in whole or in part, in shares of Common Stock or\nCommon Stock Equivalents or to determine that a lesser portion, or none, of\nthe MBO Payment will be made in shares of Common Stock or Common Stock\nEquivalents, and the Committee's determination in this regard shall be final\nand binding on the Participant.\n\n                                     -24-\n\n                                 SECTION 14\n\n                       TENDER OFFERS AND ACQUISITIONS\n                       ------------------------------\n\n     If any person or entity (other than the Company or any person or entity\nthat is controlled by the Company) shall make a tender offer or exchange\noffer for all or any part of the Common Stock or other capital shares of the\nCompany and shall purchase any part of the Common Stock or other capital\nshares tendered to it, and the Board opposes or does not affirmatively\nrecommend acceptance of such tender offer or exchange offer, then:\n\n         (a)   all Stock Options with respect to which no Stock Appreciation\nRights have been granted, and all Stock Options with respect to which Stock\nAppreciation Rights have been issued (and all such related Stock Appreciation\nRights) that have been outstanding for at least six months, shall become\nimmediately exercisable in full during the remaining term thereof, whether or\nnot the Participants to whom such options and rights have been granted remain\nEmployees, Directors or Consultants of the Company; provided, however, that\nStock Appreciation Rights shall remain subject to the requirements of\nSection 9.2(a) with respect to the exercise thereof only within prescribed\nperiods after public release of Company financial information;\n\n         (b)   all restrictions with respect to outstanding Restricted Stock\nAwards shall immediately lapses; and\n\n         (c)   all Common Stock Equivalents shall convert into shares of\nCommon Stock as of the date determined by the Committee.\n\n                                  SECTION 15\n\n                         OTHER COMMON STOCK PROGRAMS\n                         ---------------------------\n\n     From time to time during the duration of the 1995 Plan, the Board may,\nin its sole discretion, adopt one or more incentive compensation arrangements\nfor Eligible Employees, Directors or Consultants pursuant to which such\nEligible Employees, Directors or Consultants may acquire shares of Common\nStock or Common Stock Equivalents, whether by purchase, outright grant or\notherwise.  Any such arrangements shall be subject to the general provisions\nof the 1995 Plan and all shares of Common Stock or Common Stock Equivalents\nissued or credited pursuant to such arrangements shall be issued under the\n1995 Plan if so designated by the Committee.\n\n                                     -25-\n\n                                 SECTION 16\n\n                           RIGHTS OF PARTICIPANTS\n                           ----------------------\n\n    16.1       EMPLOYMENT, DIRECTORSHIP OR CONSULTING RELATIONSHIP.  Nothing\ncontained in the 1995 Plan or in any Stock Option, Stock Appreciation Right,\nRestricted Stock Award or other Common Stock or Common Stock Equivalent award\ngranted under the 1995 Plan shall confer upon any Participant any right with\nrespect to the continuation of his or her employment, service as a director\nor consulting relationship with the Company or any Affiliated Corporation, or\ninterfere in any way with the right of the Company or any Affiliated\nCorporation, subject to the terms of any separate agreement to the contrary,\nat any time to terminate such service or to increase or decrease the\ncompensation of the Participant from the rate in existence at the time of the\ngrant of a Stock Option, Stock Appreciation Right, Restricted Stock Award or\nother Common Stock or Common Stock Equivalent award.  Whether an authorized\nleave of absence, or absence in military or government service, shall\nconstitute termination of service shall be determined by the Committee at the\ntime.\n\n    16.2       NONTRANSFERABILITY.  Except as otherwise approved by the\nCommittee and set forth in the agreement between the Company and the\nParticipant, no right or interest of any Participant in a Stock Option, a\nStock Appreciation Right, a Restricted Stock Award prior to the completion of\nthe restriction period applicable thereto, or other Common Stock or Common\nStock Equivalent award granted pursuant to the 1995 Plan shall be assignable\nor transferable during the lifetime of the Participant, either voluntarily or\ninvoluntarily, or subjected to any lien, directly or indirectly, by operation\nof law, or otherwise, including execution, levy, garnishment, attachment,\npledge or bankruptcy.  If permitted by applicable law <font size=\"2\">(including Rule 16b-3,\nas amended from time to time), the Committee may (but need not) permit the\ntransfer of Stock Options, Stock Appreciation Rights, Restricted Stock Awards\nand\/or other Common Stock or Common Stock Equivalent awards either generally,\nto a limited class of persons or on a case-by-case basis.  In the event of a\nParticipant's death, a Participant's rights and interest in Stock Options,\nStock Appreciation Rights, Restricted Stock Awards and other Common Stock or\nCommon Stock Equivalent awards shall be transferable by testamentary will or\nthe laws of descent and distribution, and payment of any amounts due under\nthe 1995 Plan shall be made to, and exercise of any Stock Options or Stock\nAppreciation Rights may be made by, the Participant's legal representatives,\nheirs or legatees.  If in the opinion of the Committee a person entitled to\npayments or to exercise rights with respect to the 1995 Plan is disabled from\ncaring for his or her affairs because of mental condition, physical\ncondition, or age, payment due such person may be made to, and such rights\nshall be exercised by, such person's guardian, conservator or other legal\npersonal\n\n                       <\/font>              -26-\n\nrepresentative upon furnishing the Committee with evidence satisfactory to the\nCommittee of such status.\n\n                       <font size=\"2\">        SECTION 17\n\n                          GENERAL RESTRICTIONS\n                          --------------------\n\n    17.1       INVESTMENT REPRESENTATIONS.  The Company may require any\nperson to whom a Stock Option, Stock Appreciation Right, Restricted Stock\nAward, MBO Payment or other Common Stock or Common Stock Equivalent award is\ngranted, as a condition of exercising such Stock Option or Stock Appreciation\nRight, or receiving such Restricted Stock Award, MBO Payment or other Common\nStock award or Common Stock Equivalent award, to give written assurances in\nsubstance and form satisfactory to the Company and its counsel to the effect\nthat such <\/font>person is acquiring the Common Stock subject to the Stock Option,\nStock Appreciation Right, Restricted Stock Award, MBO Payment or Common Stock\nor Common Stock Equivalent award for his or her own account for investment\nand not with any present intention of selling or otherwise distributing the\nsame, and to such other effects as the Company deems necessary or appropriate\nin order to comply with federal and applicable state securities laws.\n\n    17.2       COMPLIANCE WITH SECURITIES LAWS.  Each Stock Option, Stock\nAppreciation Right and Common Stock Equivalent shall be subject to the\nrequirement that, if at any time counsel to the Company shall determine that\nthe listing, registration or qualification of the shares subjec<font size=\"2\">t to such\nStock Option, Stock Appreciation Right or Common Stock Equivalent upon any\nsecurities exchange or under any state or federal law, or the consent or\napproval of any governmental or regulatory body, is necessary as a condition\nof, or in connection with, the issuance or purchase of shares thereunder,\nsuch Stock Option, Stock Appreciation Right or Common Stock Equivalent may\nnot be accepted or exercised in whole or in part unless such listing,\nregistration, qualification, consent or approval shall have been effected or\nobtained on conditions acceptable to the<\/font> Committee.  Nothing herein shall be\ndeemed to require the Company to apply for or to obtain such listing,\nregistration or qualification.\n\n    17.3       CHANGES IN ACCOUNTING RULES.  Notwithstanding any other<font size=\"2\">\nprovision of the 1995 Plan to the contrary, if, during the term of the 1995\nPlan, any changes in the financial or tax accounting rules applicable to\nStock Options, Stock Appreciation Rights, Restricted Stock Awards, MBO\nPayments or other Common Stock or Common Stock Equivalent awards shall occur\nthat, in the sole judgment of the Committee, may have a material adverse\neffect on the reported earnings, assets or liabilities of the Company, the\nCommittee shall have\n\n                                     -27-\n\nthe right and <\/font>power to modify as necessary, or cancel, any then outstanding and\nunexercised Stock Options or Stock Appreciation Rights, any then outstanding\nRestricted Stock Awards as to which the applicable <font size=\"2\">restriction has not been\nsatisfied and any other Common Stock awards or Common Stock Equivalent.\n\n                                 SECTION 18\n\n                               OTHER BENEFITS\n                               --------------\n\n     The amount of any compensation deemed to be received by an Employee,\nDirector or Consultant as a result of the exercise of a Stock Option, a Stock\nAppreciation Right or the sale of shares received upon such exercise or the\nvesting of any Restricted Stock Awards or the receipt of any other Common\nStock or Common Stock Equivalent award will not constitute 'earnings' with\nrespect to which any other benefits provided by the Company or an Affiliated\nCorporation to such person are determined, including without limitation\nbenefits un<\/font>der any pension, profit sharing, life insurance or salary\ncontinuation plan.\n\n                                 SECTION 19\n\n                PLAN AMENDMENT, MODIFICATION AND TERMINATION\n                --------------------------------------------\n\n    19.1       AMENDMENT OR TERMINATION.  The Board, upon recommendation of\nthe Committee or at its own initiative, at any time may terminate and at any<font size=\"2\">\ntime and from time to time and in any respect, may amend or modify the 1995\nPlan.  The Company shall obtain stockholder approval of any amendment to the\nextent necessary and desirable to comply with Applicable Laws.  'Applicable\nLaws' means the requirements relating to the administration of stock option\nplans under U. S. state corporate laws, U.S. federal and state securities\nlaws, the Code, any stock exchange or quotation system on which the Common\nStock is listed or quoted and the applicable laws of any foreign country or\njurisdictio<\/font>n where Stock Options, Stock Appreciation Rights, Restricted Stock\nAwards or other Common Stock or Common Stock Equivalent awards are, or will\nbe, granted under the 1995 Plan.\n\n    19.2       EFFECT OF AMENDMENT.  Any Stock Option, Stock Appreciation\nRight, Restricted Stoc<font size=\"2\">k Award or other Common Stock or Common Stock\nEquivalent award granted to a Participant prior to the date the 1995 Plan is\namended, modified or terminated will remain in effect according to its terms\nunless otherwise agreed upon by the Participant; provided, however, that this\nsentence shall not impair the right of the Committee to take\n\n                                     -28-\n\nwhatever action it deems appropriate under Section 4.3, Section 14 or Section\n17.3.  The termination or any modification or amendment of the 1995 Plan shall\nnot, without the consent of a Participant, affect his or her rights under a\nStock Option, Stock Appreciation Right, Restricted Stock Award or other Common\nStock or Common Stock Equivalent award previously granted to him or her.\nWith the consent of the Participant affected, the Committee may amend\noutstanding option agreements in a manner not inconsistent with the 1995\nPlan.\n\n    19.3       PRESERVATION OF INCENTIVE STOCK OPTIONS.  The Board shall hav<\/font>e\nthe right to amend or modify the terms and provisions of the 1995 Plan and of\nany outstanding Incentive Stock Options granted under the 1995 Plan to the\nextent necessary to qualify any or all such Stock Options for such favorable\ntreatment as may be afforded Incentive Stock Options under Section 422 of the\nInternal Revenue Code.\n\n                                  SECTION 20\n\n                                 WITHHOLDING\n                                 -----------\n\n    20.1       WITHHOLDING REQUIREMENT.  The Company's obligations to deliver\nshares of Common Stock upon the exercise of any Stock Option or Stock\nAppreciation Right granted under the 1995 Plan or upon any MBO Payment under\nthe 1995 Plan or pursuant to any other Common Stock or Common Stock\nEquivalent award, shall be subject to the Participant's satisfaction of all\napplicable federal, state and local income and other tax withholding\nrequirements.\n\n    20.2       WITHHOLDING WITH COMMON STOCK.  At the time the Committee\ngrants a Stock Option, Stock Appreciation Right, MBO Payment or any other\nCommon Stock or Common Stock Equivalent award, it may, in its sole\ndiscretion, grant the Participant an election to pay all such amounts of tax\nwithholding, or any part thereof, by electing to transfer to the Company, or\nto have the Company withhold from shares otherwise issuable to the\nParticipant, shares of Common Stock having a value equal to the amount\nrequired to be withheld or such lesser amount as may be elected by the\nParticipant.  All elections shall be subject to the approval or disapproval\nof the Committee.  The value of shares of Common Stock to be withheld shall\nbe based on the Fair Market Value of the Common Stock on the date that the\namount of tax to be withheld is to be determined (the 'Tax Date').  Any such\nelections by Participants to have shares of Common Stock withheld for this\npurpose will be subject to the following conditions:\n\n                                     -29-\n\n         (a)   All elections must be made prior to the Tax Date;\n\n         (b)   All elections shall be irrevocable; and\n\n         (c)   If the Participant is an officer or director of the Company\nwithin the meaning of Section 16 of the Exchange Act, then the approval by\nthe Committee of the grant of the award shall be deemed to include approval\nby the Committee of the election by such Participant to utilize this\nwithholding provision, unless otherwise specified in the agreement relating\nto the award.\n\n                                  SECTION 21\n\n                             REQUIREMENTS OF LAW\n                             -------------------\n\n    21.1       REQUIREMENTS OF LAW.  The issuance of stock and the payment of\ncash pursuant to the 1995 Plan shall be subject to all applicable laws, rules\nand regulations.\n\n    21.2       GOVERNING LAW.  The 1995 Plan and all agreements hereunder\nshall be construed in accordance with and governed by the laws of the State\nof Colorado.\n\n                                 SECTION 22\n\n                       EFFECTIVE DATE OF THE 1995 PLAN\n                       -------------------------------\n\n    22.1       EFFECTIVE DATE.  The 1995 Plan is effective as of March 8,\n1995, the date it was adopted by the Board of Directors of the Company,\nsubject to the approval of the stockholders of the Company prior to the one-\nyear anniversary of such date.  Stock Options, Stock Appreciation Rights,\nRestricted Stock Awards and other Common Stock awards may be granted prior to\nstockholder approval if made subject to stockholder approval.\n\n    22.2       DURATION OF THE 1995 PLAN.  The 1995 Plan shall terminate at\nmidnight on March 7, 2005, which is the day before the tenth anniversary of\nthe Effective Date, and may be terminated prior thereto by Board action; and\nno Stock Option, Stock Appreciation Right, Restricted Stock Award or other\nCommon Stock or Common Stock Equivalent award shall be granted after such\ntermination.  Stock Options, Stock Appreciation Rights, Restricted Stock\nAwards and other Common Stock Common S<font size=\"2\">tock Equivalent awards outstanding at\n\n                                     -30-\n\nthe time of the 1995 Plan termination may continue to be exercised, or become\nfree of restrictions, in accordance with their terms.\n\n                                     -31-\n\n\n\n\n<\/font><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8959],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9546],"class_list":["post-38220","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-storage-technology-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38220","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=38220"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38220"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38220"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38220"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}