{"id":38234,"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-stock-option-plan-healthsouth-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-option-plan-healthsouth-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-option-plan-healthsouth-corp.html","title":{"rendered":"1995 Stock Option Plan &#8211; HealthSouth Corp."},"content":{"rendered":"<pre>\n                             HEALTHSOUTH Corporation\n\n                             1995 STOCK OPTION PLAN\n\n\n         1.  Purpose of the Plan.  The  purpose of the 1995  Stock  Option  Plan\n(hereinafter  called  the  'Plan')  of  HEALTHSOUTH   Corporation,   a  Delaware\ncorporation (hereinafter called the 'Corporation'),  is to provide incentive for\nfuture  endeavor  and to  advance  the  interests  of the  Corporation  and  its\nstockholders  by encouraging  ownership of the Common Stock,  par value $.01 per\nshare  (hereinafter  called  the  'Common  Stock'),  of the  Corporation  by its\nDirectors, executives and other key employees, upon whose judgment, interest and\ncontinuing  special  efforts  the  Corporation  is  largely  dependent  for  the\nsuccessful  conduct of its operations,  and to enable the Corporation to compete\neffectively  with other  enterprises  for the  services  of such new  Directors,\nexecutives  and employees as may be needed for the continued  improvement of the\nCorporation's  business,  through the grant of options to purchase shares of the\nCommon Stock.  It is intended that certain  Options issued under the Plan and so\ndesignated  pursuant  to Section  6(c)  hereof by the  Committee  (as defined in\nSection 5 hereof) shall qualify as 'incentive stock options' (hereinafter called\n'ISOs')  under Section  422(b) of the Internal  Revenue Code of 1986, as amended\nfrom time to time (hereinafter  called the 'Code'),  and, where applicable,  the\nterms of the Plan shall be interpreted in accordance with such intention.  Other\nOptions may be issued  under the Plan and  designated  by the  Committee or such\nIndependent Stock Option Committee,  as the case may be, as non-qualified  stock\noptions  (hereinafter called 'NQSOs').  Any Option issued under the Plan and not\nexpressly designated as an ISO shall be conclusively deemed to be an NQSO.\n\n         2. Participants.  Options may be granted under the Plan to Directors of\nthe  Corporation and to such executives and key employees of the Corporation and\nits subsidiaries as shall be determined by the Committee  appointed by the Board\nof Directors as set forth in Section 5 of the Plan; provided,  however,  that no\nOption may be granted to any person if such grant  would cause the Plan to cease\nto be an  'employee  benefit  plan'  as  defined  in Rule  405 of  Regulation  C\npromulgated  under the Securities Act of 1933; and provided  further that no ISO\nmay be granted to any person  ineligible to be granted ISOs under Section 422(b)\nof the Code.\n\n         3. Term of the Plan.  The Plan  shall  become  effective  as of June 6,\n1995,  subject to the  approval  by the  holders of a majority  of the shares of\nissued  and  outstanding  Common  Stock of the  Corporation  at the 1995  Annual\nMeeting of  Stockholders  of the  Corporation.  The Plan shall  terminate on the\nearliest  of (a) June 5,  2005,  (b) such time as all  shares  of  Common  Stock\nreserved for issuance under the Plan have been acquired  through the exercise of\nOptions  granted  under  the  Plan,  or (c) such  earlier  time as the  Board of\nDirectors of the Corporation  may determine.  Any Option  outstanding  under the\nPlan at the time of its  termination  shall remain in effect in accordance  with\nits terms and conditions and those of the Plan. No Option shall be granted under\nthe Plan after June 5, 2005.\n\n         4. Stock Subject to the Plan.  (a) Subject to the provisions of Section\n13, the  aggregate  number of shares of Common  Stock for which  Options  may be\ngranted  under the Plan shall not exceed  3,500,000  shares  plus such number of\nshares as is added pursuant to Section 4(b), and the maximum number of shares of\nCommon  Stock for which any  individual  may be granted  Options  under the Plan\nduring any calendar year is 1,000,000. If, on or prior to the termination of the\nPlan as  provided  in  Section  3, an Option  granted  under the Plan shall have\nexpired or terminated  for any reason without having been exercised in full, the\nunpurchased shares covered thereby shall again become available for the grant of\nOptions under the Plan. Shares covered by Options surrendered in connection with\nthe\n\n\n\n\n\nexercise of other Options pursuant to Section 9(e) shall be deemed, for purposes\nof this  Section  4, to have been  exercised,  and such  shares  shall not again\nbecome available for the grant of Options under the Plan.\n\n         The shares to be  delivered  upon  exercise  of Options  under the Plan\nshall be made  available,  at the  discretion of the Board of Directors,  either\nfrom  authorized but previously  unissued shares as permitted by the Certificate\nof  Incorporation  of  the  Corporation  or  from  shares   re-acquired  by  the\nCorporation,  including shares of Common Stock purchased in the open market, and\nshares held in the treasury of the Corporation.\n\n                  (b) The number of shares of Common Stock for which Options may\nbe granted under the Plan shall automatically  increase on the first trading day\nof each  calendar  year  during  the term of the Plan,  beginning  with the 1996\ncalendar  year,  by an  amount  equal  to 0.9% of the  shares  of  Common  Stock\noutstanding on December 31 of the  immediately  preceding  year.  However,  such\nadditional  shares shall be available only for the grant of NQSOs under the Plan\nand not for the grant of ISOs.\n\n         5.  Administration  of the Plan. With respect to the  participation  of\nexecutives and key employees of the Corporation and its subsidiaries who are not\nalso Directors of the  Corporation,  the Plan shall be administered by the Audit\nand  Compensation  Committee  of the  Board  of  Directors  of  the  Corporation\n(hereinafter  called the 'Committee').  The acts of a majority of the Committee,\nat any  meeting  thereof  at which a quorum is  present,  or acts  reduced to or\napproved in writing by a majority of the members of the Committee,  shall be the\nvalid acts of the Committee.  The Committee  shall  determine the executives and\nkey  employees  of the  Corporation  and its  subsidiaries  who shall be granted\nOptions and the number of shares of Common Stock to be subject to each Option.\n\n         With  respect to the  participation  of  non-employee  Directors of the\nCorporation,  each non-employee  Director shall receive,  as an annual grant, an\nNQSO to purchase  25,000  shares of Common  Stock on the date of adoption of the\nPlan and in each year  thereafter,  such  Option  to be  granted  at the  Annual\nMeeting of the Board of  Directors.  The purchase  price of the shares of Common\nStock covered by each such NQSO granted to a non-employee Director shall be 100%\nof the fair  market  value  (but in no event  less  than the par  value) of such\nshares at the time the Option is granted,  determined in accordance with Section\n7(c) hereof.\n\n         The  interpretation and construction of any provision of the Plan or of\nany Option  granted under it by the  Committee  shall be final,  conclusive  and\nbinding  upon all parties,  including  the  Corporation,  its  stockholders  and\nDirectors,  and  the  executives  and  employees  of  the  Corporation  and  its\nsubsidiaries.  No member of the Board of  Directors  or the  Committee  shall be\nliable to the Corporation,  any stockholder, any optionholder or any employee of\nthe Corporation or its subsidiaries for any action or determination made in good\nfaith with respect to the Plan or any Option  granted under it. No member of the\nBoard of Directors may vote on any Option to be granted to him.\n\n         The  expenses  of  administering   the  Plan  shall  be  borne  by  the\nCorporation.\n\n         6. Grant of Options.  (a) Options may be granted  under the Plan by the\nCommittee in  accordance  with the  provisions of Section 5 at any time prior to\nthe  termination  of the Plan.  In making  any  determination  as to  Directors,\nexecutives  and key  employees  to whom  Options  shall be granted and as to the\nnumber of shares to be covered by such Options,  the  Committee  shall take into\naccount the duties of the  respective  Directors,  executives and key employees,\ntheir present and potential contribution\n\n                                      - 2 -\n\n\n\n\nto the success of the Corporation, and such other factors as the Committee shall\ndeem relevant in connection with the accomplishment of the purposes of the Plan.\n\n         (b) Each Option granted under the Plan shall be granted pursuant to and\nsubject to the terms and  conditions  of a stock option  agreement to be entered\ninto between the  Corporation  and the  optionholder  at the time of such grant.\nEach such stock option  agreement shall be in a form from  time-to-time  adopted\nfor use under the Plan by the Committee  (such form being  hereinafter  called a\n'Stock Option Agreement').  Any such Stock Option Agreement shall incorporate by\nreference  all of the terms and  provisions of the Plan as in effect at the time\nof grant and may contain  such other terms and  provisions  as shall be approved\nand adopted by the Committee.\n\n         (c) At the time of the  grant  of each  Option  under  this  Plan,  the\nCommittee shall determine  whether such Option is to be designated as an ISO. If\nan Option is to be designated as an ISO, then the  provisions of Sections  6(d),\n7(b) and 8(b) shall apply to such Options.  The Stock Option Agreement  relating\nto the grant of any option designated as an ISO shall reflect such designation.\n\n         (d) Notwithstanding any contrary provision contained in this Agreement,\nthe aggregate fair market value  (determined as of the time each ISO is granted)\nof the  shares of Common  Stock with  respect  to which  ISOs  issued to any one\nperson  hereunder  are  exercisable  for the first time during any calendar year\nshall not exceed $100,000.\n\n         7. Option Price.  (a) The purchase  price of the shares of Common Stock\ncovered by each Option granted under the Plan shall be at least 100% of the fair\nmarket  value (but in no event  less than the par  value) of such  shares at the\ntime the Option is granted, or such higher purchase price as shall be determined\nby the Committee.\n\n         (b)  Notwithstanding  any contrary provision  contained in Section 7(a)\nhereof,  no Option  granted to any person who, at the time of such grant,  owns,\ntaking into account the attribution  rules of Section 424(d) of the Code,  stock\npossessing  more than 10% of the total  combined  voting power of all classes of\nthe  Corporation's  stock or of the stock of any of its corporate  subsidiaries,\nmay be designated as an ISO unless at the time of such grant the purchase  price\nof the shares of Common  Stock  covered  by such  Option is at least 110% of the\nfair market value (but in no event less than the par value) of such shares.\n\n         (c) If the  Common  Stock  is not  listed  upon a  national  securities\nexchange or  exchanges,  such fair market  value shall be as  determined  by the\nBoard of Directors of the Corporation (which  determination  shall be conclusive\nand binding for all purposes) or, if applicable,  shall be deemed to be the last\nreported  sale  price for the  Common  Stock as quoted by  brokers  and  dealers\ntrading in the  Common  Stock in the  over-the-counter  market (or if the Common\nStock  shall  be  quoted  by the  National  Association  of  Securities  Dealers\nAutomated  Quotation  system,  then such NASDAQ quote)  immediately prior to the\ncommencement of the meeting of the Committee at which the Option is granted.  If\nthe Common  Stock is listed upon a national  securities  exchange or  exchanges,\nsuch fair  market  value shall be deemed to be the last  reported  sale price at\nwhich the shares of Common  Stock were  traded on such  securities  exchange  or\nexchanges  immediately prior to the commencement of the meeting of the Committee\nat which the Option is  granted,  or if no sale of the Common  Stock was made on\nany national  securities exchange on such date, then the closing price per share\nof the  Common  Stock  on such  securities  exchange  or  exchanges  on the next\npreceding day on which there was a sale of the Common Stock.\n\n\n                                      - 3 -\n\n\n\n\n         (d) The exercise price of any outstanding  Options shall not be reduced\nduring the term of such Options  except by reason of an  adjustment  pursuant to\nSection 13 hereof,  nor shall the  Committee  or the Board of  Directors  cancel\noutstanding  Options  and  reissue  new  Options  at a lower  exercise  price in\nsubstitution for the canceled Options.\n\n         8. Term of Options.  (a) The expiration date of an Option granted under\nthe Plan shall be as determined by the Committee at the time of grant,  provided\nthat each such Option  shall  expire not more than ten years after the date such\nOption was granted.\n\n         (b)  Notwithstanding  any contrary provision  contained in Section 8(a)\nhereof,  no Option  granted to any person who, at the time of such grant,  owns,\ntaking into account the attribution  rules of Section 424(d) of the Code,  stock\npossessing  more than 10% of the total  combined  voting power of all classes of\nthe  Corporation's  stock or of the stock of any of its corporate  subsidiaries,\nmay be  designated  as an ISO unless by its terms each such Option  shall expire\nnot more than five years after the date such Option was granted.\n\n         9.  Exercise of Options.  (a) Each Option shall become  exercisable  in\nwhole or in part or in  installments  at such time or times as the Committee may\nprescribe  at the time the Option is  granted  and  specify in the Stock  Option\nAgreement. No Option shall be exercisable after the expiration of ten years from\nthe date on which it was granted.\n\n         (b)  Notwithstanding  any contrary provision  contained herein,  unless\notherwise  expressly provided in the Stock Option Agreement,  any Option granted\nhereunder  which is, by its terms,  exercisable  in  installments  shall  become\nimmediately  exercisable  in full upon the  occurrence of a Change in Control of\nthe  Corporation.  For purposes of this Section 9(b),  'Change in Control' shall\nmean\n\n                  (i) the  acquisition  (other  than  from the  Company)  by any\n         person,  entity or 'group' (within the meaning of Sections  13(d)(3) or\n         14(d)(2) of the Securities  Exchange Act of 1934,  but  excluding,  for\n         this purpose,  the  Corporation  or its  subsidiaries,  or any employee\n         benefit  plan  of  the  Company  or  its  subsidiaries  which  acquires\n         beneficial ownership of voting securities of the Company) of beneficial\n         ownership  (within  the  meaning  of Rule 13d-3  promulgated  under the\n         Securities  Exchange  Act of  1934)  of  25%  or  more  of  either  the\n         then-outstanding shares of Common Stock or the combined voting power of\n         the  Company's  then-outstanding  voting  securities  entitled  to vote\n         generally in the election of Directors; or\n\n                  (ii) individuals who, as of June 6, 1995, constitute the Board\n         of  Directors  of the  Corporation  (as of such  date,  the  'Incumbent\n         Board')  cease for any reason to  constitute at least a majority of the\n         Board of  Directors;  provided,  however,  that any  person  becoming a\n         Director  subsequent to such date whose  election,  or  nomination  for\n         election,  was  approved  by a  vote  of at  least  a  majority  of the\n         Directors then constituting the Incumbent Board (other than an election\n         or nomination of an individual whose initial assumption of office is in\n         connection with an actual or threatened  election  contest  relating to\n         the election of  Directors  of the  Company)  shall be, for purposes of\n         this Section  9(b)(ii),  considered as though such person were a member\n         of the Incumbent Board; or\n\n                  (iii)  approval  by  the  stockholders  of  the  Company  of a\n         reorganization,  merger,  consolidation or share exchange, in each case\n         with respect to which persons who\n\n                                      - 4 -\n\n\n\n\n         were  the  stockholders  of  the  Company  immediately  prior  to  such\n         reorganization,   merger,  consolidation  or  share  exchange  do  not,\n         immediately thereafter,  own more than 75% of the combined voting power\n         entitled  to  vote  generally  in  the  election  of  directors  of the\n         reorganized,   merged,   consolidated  or  other   surviving   entity's\n         then-outstanding voting securities,  or a liquidation or dissolution of\n         the Corporation or the sale of all or  substantially  all of the assets\n         of the Corporation.\n\n         (c)  Options  may  be  exercised  by  giving   written  notice  to  the\nCorporation  of  intention to  exercise,  specifying  the number of shares to be\npurchased  pursuant to such exercise in accordance with the procedures set forth\nin the Stock Option Agreement.  All shares purchased upon exercise of any Option\nshall  be paid  for in full at the  time of  purchase  in  accordance  with  the\nprocedures  set forth in the Stock  Option  Agreement.  Except  as  provided  in\nSections  9(d) and 9(e) hereof,  such  payment  shall be made in cash or through\ndelivery of shares of Common Stock or a combination  of cash and Common Stock as\nprovided in the Stock Option Agreement.  Any shares so delivered shall be valued\nat their fair market value  determined  as of the date of exercise of the Option\nunder the method set forth in Section 7(c) hereof.\n\n         (d) Payment for shares  purchased  upon exercise of any such Option may\nbe made by delivery to the  Corporation of a properly  executed  exercise notice\ntogether with  irrevocable  instructions to a broker to promptly  deliver to the\nCorporation  an amount of sale or loan  proceeds  sufficient to pay the exercise\nprice.  Additionally,  the  Corporation  will  accept,  in  payment  for  shares\npurchased  upon exercise of any such Option,  proceeds of a margin loan obtained\nby the  exercising  optionholder  from a broker,  provided  that the  exercising\noptionholder  has, at the same time as delivery to the Corporation of a properly\nexecuted exercise notice,  delivered to the Corporation irrevocable instructions\nto the  Corporation to deliver share  certificates  directly to such broker upon\npayment for such shares.\n\n         (e) With respect to Directors and officers of the  Corporation  who are\nsubject to reporting requirements under Section 16(a) of the Securities Exchange\nAct of 1934,  payment for shares  purchased  upon exercise of any Option granted\nhereunder may be made by surrender of outstanding Options issued under this Plan\nor any other stock  option plan of the  Corporation  having a Spread (as defined\nbelow) equal to the exercise  price of the Options  sought to be exercised.  For\npurposes of this  Section  9(e),  the 'Spread'  with respect to any  unexercised\nOption shall be equal to (i) the average  price per share of Common Stock on the\ndate of  exercise,  as  determined  by the  Corporation  from  any  commercially\navailable reporting service reflecting trading of the Common Stock on a national\nsecurities exchange, on the National Association of Securities Dealers Automated\nQuotation System,  or in the over the counter market,  as applicable,  less (ii)\nthe exercise  price of the surrender of the Option.  All Options so  surrendered\nwill be deemed to have been exercised by the optionholder.  Such surrender shall\nbe evidenced in a form satisfactory to the Secretary of the Corporation.\n\n         10. Nontransferability of Options. Options granted under the Plan shall\nbe  assignable or  transferable  only by will or pursuant to the laws of descent\nand distribution  and shall be exercisable  during the  optionholder's  lifetime\nonly by him.\n\n         11. Stockholder  Rights of Optionholder.  No holder of any Option shall\nhave any rights to dividends or other  rights of a  stockholder  with respect to\nshares  subject to an Option prior to the purchase of such shares upon  exercise\nof the Option.\n\n\n                                      - 5 -\n\n\n\n\n         12.  Termination  of Option.  With respect to any Option which,  by its\nterms, is not exercisable for one year from the date on which it is granted,  if\nan optionholder's  employment by, or other relationship with, the Corporation or\nany of its subsidiaries terminates within one year after the date an unexercised\nOption containing such terms is granted under the Plan for any reason other than\ndeath,  the Option shall terminate on the date of termination of such employment\nor other relationship. With respect to all Options granted under the Plan, if an\noptionholder's  employment by, or other  relationship  with, the  Corporation is\nterminated by reason of his death, the Option shall terminate one year after the\ndate of  death,  unless  the  Option  otherwise  expires.  If an  optionholder's\nemployment by, or other  relationship  with, the Corporation  terminates for any\nreason  other than as set forth  above in this  Section  12,  the  Option  shall\nterminate three months after the date of termination of such employment or other\nrelationship  unless  the  Option  earlier  expires,  provided  that  (a) if the\noptionholder dies within such three-month period, the Option shall terminate one\nyear  after the date of his death  unless the Option  earlier  expires;  (b) the\nBoard of Directors may, at any time prior to any  termination of such employment\nor other  relationship  under the  circumstances  covered  by this  Section  12,\ndetermine  in its  discretion  that the Option  shall  terminate  on the date of\ntermination of such employment or other  relationship with the Corporation;  and\n(c) the exercise of any Option after  termination  of such  employment  or other\nrelationship  with the  Corporation  shall be  subject  to  satisfaction  of the\nconditions  precedent that the optionholder  refrain from engaging,  directly or\nindirectly,  in any  activity  which is  competitive  with any  activity  of the\nCorporation or any subsidiary thereof and from otherwise acting, either prior to\nor after  termination of such  employment or other  relationship,  in any manner\ninimical or in any way  contrary to the best  interests of the  Corporation  and\nthat the  optionholder  furnish to the Corporation such information with respect\nto the  satisfaction  of the  foregoing  condition  precedent  as the  Board  of\nDirectors  shall  reasonably  request.  For  purposes  of  this  Section  12,  a\n'relationship  with the Corporation'  shall be limited to any relationship  that\ndoes not cause the Plan to cease to be an 'employee  benefit plan' as defined in\nRule 405 of Regulation C under the Securities Act of 1933. The mere ownership of\nstock in the  Corporation  shall not be deemed  to be a  'relationship  with the\nCorporation'.\n\n         Nothing in the Plan or in the Stock Option  Agreement shall confer upon\nany  optionholder  the right to continue in the employ of the Corporation or any\nof its subsidiaries or in any other relationship thereto or interfere in any way\nwith  the  right  of the  Corporation  to  terminate  such  employment  or other\nrelationship at any time.\n\n         A holder of an Option under the Plan may make written  designation of a\nbeneficiary  on  forms  prescribed  by  and  filed  with  the  Secretary  of the\nCorporation.  Such beneficiary, or if no such designation of any beneficiary has\nbeen made, the legal  representative  of such  optionholder or such other person\nentitled  thereto  as  determined  by a court  of  competent  jurisdiction,  may\nexercise,  in accordance  with and subject to the provisions of this Section 12,\nany unterminated  and unexpired Option granted to such  optionholder to the same\nextent that the  optionholder  himself could have  exercised such Option were he\nalive or able; provided, however, that no Option granted under the Plan shall be\nexercisable  for  more  shares  than  the  optionholder   could  have  purchased\nthereunder  on the date his  employment  by,  or other  relationship  with,  the\nCorporation and its subsidiaries was terminated.\n\n         13. Adjustment of and Changes in Capitalization.  In the event that the\noutstanding shares of Common Stock shall be changed in number or class by reason\nof split-ups, combinations, mergers, consolidations or recapitalizations,  or by\nreason of stock dividends, the number or class of shares which thereafter may be\npurchased  through  exercise  of  Options  granted  under the Plan,  both in the\naggregate  and as to any  individual,  and the number  and class of shares  then\nsubject to Options  theretofore  granted  and the price per share  payable  upon\nexercise of such Option shall be adjusted so as to reflect such\n\n                                      - 6 -\n\n\n\n\nchange,  all as determined by the Board of Directors of the Corporation.  In the\nevent there shall be any other  change in the number or kind of the  outstanding\nshares of Common  Stock,  or of any stock or other  securities  into  which such\nCommon Stock shall have been changed, or for which it shall have been exchanged,\nthen if the Board of Directors  shall,  in its sole  discretion,  determine that\nsuch change equitably requires an adjustment in any Option  theretofore  granted\nor which  may be  granted  under  the  Plan,  such  adjustment  shall be made in\naccordance with such determination.\n\n         Notice  of any  adjustment  shall be given by the  Corporation  to each\nholder of an  Option  which  shall  have been so  adjusted  and such  adjustment\n(whether or not such  notice is given)  shall be  effective  and binding for all\npurposes of the Plan.\n\n         Fractional  shares resulting from any adjustment in Options pursuant to\nthis  Section 13 may be settled in cash or  otherwise  as the Board of Directors\nmay determine.\n\n         14.  Securities Acts  Requirements.  No Option granted  pursuant to the\nPlan shall be exercisable in whole or in part, and the Corporation  shall not be\nobligated to sell any shares of Common Stock subject to any such Option, if such\nexercise and sale would, in the opinion of counsel for the Corporation,  violate\nthe  Securities  Act of 1933 or other Federal or state  statutes  having similar\nrequirements,  as they may be in  effect  at that  time.  Each  Option  shall be\nsubject to the further requirement that, at any time that the Board of Directors\nor the  Committee,  as the case may be,  shall  determine,  in their  respective\ndiscretion,  that the listing,  registration or  qualification  of the shares of\nCommon Stock subject to such Option under any securities  exchange  requirements\nor under any  applicable  law, or the  consent or  approval of any  governmental\nregulatory  body,  is necessary or desirable as a condition of, or in connection\nwith,  the  granting of such Option or the issuance of shares  thereunder,  such\nOption  may  not  be  exercised  in  whole  or  in  part  unless  such  listing,\nregistration,  qualification,  consent or approval  shall have been  effected or\nobtained free of any  conditions not acceptable to the Board of Directors or the\nCommittee, as the case may be.\n\n         As a condition to the issuance of any shares upon exercise of an Option\nunder the Plan, the Board of Directors or the Committee, as the case may be, may\nrequire  the  optionholder  to  furnish  a  written  representation  that  he is\nacquiring the shares for investment and not with a view to  distribution  of the\nshares to the public and a written agreement  restricting the transferability of\nthe shares  solely to the  Corporation,  and may affix a  restrictive  legend or\nlegends  on  the  face  of  the  certificate   representing  such  shares.  Such\nrepresentation, agreement and\/or legend shall be required only in cases where in\nthe opinion of the Board of Directors or the Committee,  as the case may be, and\ncounsel for the Corporation, it is necessary to enable the Corporation to comply\nwith the  provisions  of the  Securities  Act of 1933 or other  Federal or state\nstatutes  having  similar  requirements,  and any  stockholder  who  gives  such\nrepresentation and agreement shall be released from it and the legend removed at\nsuch time as the  shares to which  they  applied  are  registered  or  qualified\npursuant to the Securities Act of 1933 or other Federal or state statutes having\nsimilar  requirements,  or at such other time as, in the opinion of the Board of\nDirectors or the Committee, as the case may be, and counsel for the Corporation,\nthe  representation and agreement and legend cease to be necessary to enable the\nCorporation to comply with the provisions of the Securities Act of 1933 or other\nFederal or state statutes having similar requirements.\n\n         15.  Amendment  of the Plan.  The Plan may, at any time or from time to\ntime, be terminated,  modified or amended by the stockholders of the Corporation\nby the affirmative  vote of the holders of a majority of the outstanding  shares\nof the  Corporation's  Common Stock  entitled to vote. The Board of Directors of\nthe Corporation may, insofar as permitted by law, from time to time with respect\nto any\n\n                                      - 7 -\n\n\n\nshares  of  Common  Stock  at the  time  not  subject  to  Options,  suspend  or\ndiscontinue the Plan or revise or amend it in any respect whatsoever;  provided,\nhowever, that, without approval of the stockholders of the Corporation,  no such\nrevision or amendment  shall  increase the number of shares subject to the Plan,\ndecrease  the price at which the  Options  may be  granted,  permit  exercise of\nOptions  unless  full  payment  is made at the time of  exercise  (except  as so\nprovided in Section 9 hereof),  extend the period  during  which  Options may be\nexercised,  or change the  provisions  relating  to  adjustment  to be made upon\nchanges in capitalization.\n\n         16. Changes in Law.  Subject to the provisions of Section 15, the Board\nof Directors shall have the power to amend the Plan and any outstanding  Options\ngranted thereunder in such respects as the Board of Directors shall, in its sole\ndiscretion,  deem  advisable  in  order to  incorporate  in the Plan or any such\nOption any new provision or change  designed to comply with or take advantage of\nrequirements  or  provisions  of the  Code or any  other  statute,  or  Rules or\nRegulations  of the  Internal  Revenue  Service  or any other  Federal  or state\ngovernmental agency enacted or promulgated after the adoption of the Plan.\n\n         17.  Legal  Matters.  Every  right of  action  by or on  behalf  of the\nCorporation or by any stockholder  against any past, present or future member of\nthe Board of Directors, officer or employee of the Corporation arising out of or\nin connection with this Plan shall,  irrespective of the place where such action\nmay be brought and  irrespective of the place of residence of any such Director,\nofficer or employee,  cease and be barred by the  expiration of three years from\nwhichever  is the later of (a) the date of the act or  omission  in  respect  of\nwhich such right of action  arises,  or (b) the first date upon which  there has\nbeen  made  generally   available  to  stockholders  an  annual  report  of  the\nCorporation  and a  proxy  statement  for the  Annual  Meeting  of  Stockholders\nfollowing  the issuance of such annual  report,  which  annual  report and proxy\nstatement  alone or together set forth,  for the related  period,  the aggregate\nnumber of shares for which Options were granted; and any and all right of action\nby any  employee  or  executive  of the  Corporation  (past,  present or future)\nagainst the  Corporation  arising out of or in connection  with this Plan shall,\nirrespective of the place where such action may be brought,  cease and be barred\nby the expiration of three years from the date of the act or omission in respect\nof which such right of action arises.\n\n         This Plan and all determinations made and actions taken pursuant hereto\nshall be governed by the law of Delaware,  applied  without giving effect to any\nconflicts-of-law principles, and construed accordingly.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      - 8 -\n\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-38234","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\/38234","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=38234"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38234"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38234"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38234"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}