\nSECTION 1. Purpose………………………………………………. 1
\nSECTION 2. Definitions; Rules of Construction………………………. 1
\nSECTION 3. Eligibility…………………………………………… 5
\nSECTION 4. Awards……………………………………………….. 5
\nSECTION 5. Shares of Stock and Units Available under Plan……………. 8
\nSECTION 6. Award Agreements………………………………………. 10
\nSECTION 7. Adjustments; Change of Control; Acquisitions……………… 12
\nSECTION 8. Administration………………………………………… 15
\nSECTION 9. Non-Employee Director Options…………………………… 17
\nSECTION 10. Non-Employee Director Stock Units……………………….. 19
\nSECTION 11. Amendment and Termination of This Plan and Award Agreements… 19
\nSECTION 12. Miscellaneous…………………………………………. 19
\nAPPENDIX A. TERMS AND PROVISIONS APPLICABLE TO DIRECTOR STOCK UNIT AWARDS. A-1
\nSCHEDULE 1. STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS……… S-1
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n CATELLUS DEVELOPMENT CORPORATION
\n 2000 PERFORMANCE AWARD PLAN<\/p>\n
SECTION 1. Purpose.<\/p>\n
The purpose of this Plan is to benefit the Corporation’s stockholders by
\nencouraging high levels of performance by individuals who contribute to the
\nsuccess of the Corporation and its Subsidiaries and to enable the Corporation
\nand its Subsidiaries to attract, motivate, retain and reward talented and
\nexperienced individuals. This Plan is also intended to enable the Corporation
\nto attract, motivate and retain experienced and knowledgeable independent
\ndirectors through the benefits provided under Section 9.<\/p>\n
SECTION 2. Definitions; Rules of Construction.<\/p>\n
(a) Defined Terms. The terms defined in this Section shall have the following
\nmeanings for purposes of this Plan:<\/p>\n
“Award” means an award granted pursuant to Section 4, Section 9 or Section 10.<\/p>\n
“Award Agreement” means an agreement described in Section 6, Section 9 or
\nSection 10 entered into between the Corporation and a Participant, setting forth
\nthe terms and conditions of an Award granted to a Participant.<\/p>\n
“Beneficiary” means a person or persons (including a trust or trusts) validly
\ndesignated by a Participant or, in the absence of a valid designation, entitled
\nby will or the laws of descent and distribution, to receive the benefits
\nspecified in the Award Agreement and under this Plan in the event of a
\nParticipant’s death.<\/p>\n
“Board of Directors” or “Board” means the Board of Directors of the Corporation.<\/p>\n
“Business Combination” is defined in Section 7(c)(3).<\/p>\n
“Cash-Based Awards” means Awards, as described in Section 4(a)(5), that, if
\npaid, must be paid in cash and that are neither denominated in nor have a value
\nderived from the value of, nor an exercise or conversion privilege at a price
\nrelated to, shares of Stock.<\/p>\n
“Change of Control” is defined in Section 7(c).<\/p>\n
“Code” means the Internal Revenue Code of 1986, as amended from time to time.<\/p>\n
“Committee” means the Compensation and Benefits Committee or the Special
\nCommittee, unless the context requires otherwise.<\/p>\n
“Compensation and Benefits Committee” means the Compensation and Benefits
\nCommittee of the Board, whose members are appointed by the Board from time to
\ntime. All of the members of <\/p>\n
1<\/p>\n
the Compensation and Benefits Committee, which may not be less than two, are
\nintended at all times to qualify as “outside directors” within the meaning of
\nSection 162(m) of the Code, and as “non-employee directors” within the meaning
\nof Rule 16b-3; provided, however, that the failure of a member of such committee
\nto so qualify shall not be deemed to invalidate any Award granted by such
\ncommittee. Although the Compensation and Benefits Committee has the authority
\nunder the Plan to make grants of Awards to any Participant, it is anticipated
\nthat the Compensation and Benefits Committee will make grants of Awards only to
\nthose Participants who are subject to Section 16 of the Exchange Act or Section
\n162(m) of the Code and the rules promulgated thereunder.<\/p>\n
“Corporation” means Catellus Development Corporation.<\/p>\n
“Deferral Plan” means the Corporation’s Non-Employee Directors Deferred Stock
\nCompensation Plan, which has been terminated.<\/p>\n
“Director Stock Unit” means a non-voting unit of measurement that is deemed for
\nbookkeeping purposes to be equivalent to one outstanding share of Common Stock
\nof the Corporation (subject to adjustment) solely for purposes of this Plan.<\/p>\n
“Director Stock Unit Account” means the bookkeeping account established under
\nSection 10 and maintained by the Corporation on behalf of each Participant and
\ncredited with Director Stock Units in accordance with Section 10.<\/p>\n
“Director Stock Unit Award” means a deferred payment award payable in Common
\nStock based on Director Stock Units credited to a Director Stock Unit Account
\nunder Section 10.<\/p>\n
“Distribution Subaccounts” is defined in Appendix A, Section 3(a).<\/p>\n
“Dividend Equivalent” means the right to receive the equivalent value (in cash
\nor common stock) of dividends paid on Stock.<\/p>\n
“EBDDT” means earnings before depreciation and deferred taxes.<\/p>\n
“Employee” means any employee (whether or not also a director) of the
\nCorporation or any of its Subsidiaries, but excludes any part-time employee
\n(defined for these purposes as a person regularly working fewer than 30 hours
\nper week) or a temporary employee, and (in the case of an Incentive Stock
\nOption) an Employee of any Subsidiary that is not a “subsidiary corporation” of
\nthe Corporation as defined in Code Section 424(f).<\/p>\n
“EPS” means earnings per common share on a fully diluted basis determined by
\ndividing (i) net earnings, less dividends on preferred stock of the Corporation
\nby (ii) the weighted average number of common shares and common share
\nequivalents outstanding.<\/p>\n
“Estimated EBDDT” means, with respect to a given year, the estimated EBDDT used
\nfor the following year’s annual operating plan, as approved by the Board.<\/p>\n
“EVA” means economic value added, which is EBDDT minus the cost of capital. EVA
\nshall be computed by multiplying the difference between the rate of return on
\ncapital and the cost of <\/p>\n
2<\/p>\n
capital by the economic book value of the capital committed to the business, as
\ndetermined by the Committee at the time an Award is granted.<\/p>\n
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time
\nto time.<\/p>\n
“Executive Officer” means executive officer as defined in Rule 3b-7 under the
\nExchange Act, provided that, if the Board has designated the executive officers
\nof the Corporation for purposes of reporting under the Exchange Act, the
\ndesignation shall be conclusive for purposes of this Plan.<\/p>\n
“Fair Market Value” means the closing price of the relevant security for the
\napplicable date as reported on the composite tape of New York Stock Exchange
\nissues (or, if the security is not so listed, the principal national stock
\nexchange on which the security is then listed or, if the security is not listed
\non any national stock exchange, such other reporting system as shall be selected
\nby the Committee). The Committee shall determine the Fair Market Value of any
\nsecurity that is not publicly traded using criteria as it shall determine, in
\nits sole discretion, to be appropriate for the valuation.<\/p>\n
“For Cause” means (i) the continued failure by the Participant to substantially
\nperform his or her duties with the Corporation or a Subsidiary (other than any
\nsuch failure resulting from his or her incapacity due to physical or mental
\nillness), or (ii) conduct by the Participant which is materially injurious to
\nthe Corporation or a Subsidiary, monetarily or otherwise, in either case as
\ndetermined by the Committee.<\/p>\n
“Incentive Stock Option” is defined in Section 4(a)(2).<\/p>\n
“Incumbent Board” is defined in Section 7(c)(2).<\/p>\n
“Insider” means any person who is subject to Section 16(b) of the Exchange Act.<\/p>\n
“Meeting Fees” is defined in Appendix A, Section 3(a).<\/p>\n
“Net Cash Flow” means cash and cash equivalents derived from either (i) net cash
\nflow from operations or (ii) net cash flow from operations, financings, and
\ninvesting activities, as determined by the Committee at the time an Award is
\ngranted.<\/p>\n
“Non-Employee Director” means a member of the Board of Directors of the
\nCorporation who is not also an Employee.<\/p>\n
“Nonqualified Stock Option” is defined in Section 4(a)(1).<\/p>\n
“Officer” means any officer (whether or not also an employee) of the Corporation
\nor any of its Subsidiaries, but excludes, in the case of an Incentive Stock
\nOption, an Officer of any Subsidiary that is not a “subsidiary corporation” of
\nthe Corporation as defined in Code Section 424(f).<\/p>\n
“Option” means a Nonqualified Stock Option or an Incentive Stock Option, as
\ndescribed in Section 4(a)(1) or (2).<\/p>\n
3<\/p>\n
“Participant” means any Employee, any Officer or any Non-Employee Director who
\nis granted an Award pursuant to this Plan that remains outstanding.<\/p>\n
“Performance-Based Awards” is defined in Section 4(b).<\/p>\n
“Performance Goal” means EBDDT, Estimated EBDDT, EPS, EVA, ROE, Net Cash Flow,
\nTotal Stockholder Return, any individual quantity that is used to determine any
\nof the foregoing, receipt of entitlements or natural resource permits,
\ncompletion or closing of transactions, construction or inventory activity,
\nbringing assets to market, hiring targets, resolution of administrative or
\njudicial proceedings or disputes, and new clients, customers, or relationships;
\nand “Performance Goals” means any combination thereof.<\/p>\n
“QDRO” means a qualified domestic relations order as defined in Section 414(p)
\nof the Code or Title I, Section 206(d)(3) of the Employee Retirement Income
\nSecurity Act of 1974, as amended from time to time (to the same extent as if
\nthis Plan was subject thereto), or the applicable rules thereunder.<\/p>\n
“Qualifying Option” is defined in Section 4(b).<\/p>\n
“Qualifying Stock Appreciation Right” is defined in Section 4(b).<\/p>\n
“Retainer” means the annual retainer payable by the Corporation to a Non-
\nEmployee Director.<\/p>\n
“ROE” means consolidated net income of the Corporation (less preferred
\ndividends) divided by the average consolidated common stockholders equity.<\/p>\n
“Rule 16b-3” means Rule 16b-3 under Section 16 of the Exchange Act, as amended
\nfrom time to time.<\/p>\n
“Share-Based Awards” means Awards, as described in Sections 4(a)(1) through (4),
\nthat are payable or denominated in or have a value derived from the value of, or
\nan exercise or conversion privilege at a price related to, shares of Stock and
\nAwards under Section 10.<\/p>\n
“Share Units” means the number of units under a Share-Based Award that is
\npayable solely in cash or is actually paid in cash, determined by reference to
\nthe number of shares of Stock by which the Share-Based Award is measured.<\/p>\n
“Special Committee” means a committee consisting of one or more members of the
\nBoard that is appointed by the Board from time to time. The member or members
\nof the Special Committee need not qualify as “outside directors” within the
\nmeaning of Section 162(m) of the Code, or as “non-employee directors” within the
\nmeaning of Rule 16b-3. Although the Special Committee has the authority under
\nthe Plan, within limits (if any) authorized by the Compensation and Benefits
\nCommittee, or the Board, to make grants of Awards to any Participant, it is
\nanticipated that if any member of the Special Committee does not qualify as an
\n“outside director” or “non-employee director,” the Special Committee will make
\ngrants of Awards only to those Participants who are not subject to Section 16 of
\nthe Exchange Act or Section 162(m) of the Code and the rules promulgated
\nthereunder.<\/p>\n
4<\/p>\n
“Stock” means shares of Common Stock of the Corporation, par value $.01 per
\nshare, subject to adjustments made under Section 7 or by operation of law.<\/p>\n
“Stock Appreciation Right” is defined in Section 4(a)(3).<\/p>\n
“Stock Trading Price” means the average of the closing prices of the relevant
\nsecurity for 30 consecutive days as reported on the composite tape of New York
\nStock Exchange issues (or, if the security is not so listed, the principal
\nnational stock exchange on which the security is then listed or, if the security
\nis not listed on any national stock exchange, such other reporting system as
\nshall be selected by the Committee). The Committee shall determine the Stock
\nTrading Price of any security that is not publicly traded using criteria that it
\nshall determine, in its sole discretion, to be appropriate for the valuation.<\/p>\n
“Subsidiary” means, as to any person, any corporation, association, partnership,
\njoint venture or other business entity of which 50% or more of the voting stock
\nor other equity interests (in the case of entities other than corporations) is
\nowned or controlled (directly or indirectly) by that entity, or by one or more
\nof the Subsidiaries of that entity, or by a combination thereof.<\/p>\n
“Total Shareholder Return” means, with respect to the Corporation or other
\nentities (if measured on a relative basis), the (i) change in the market price
\nof its common stock (as quoted in the principal market on which it is traded as
\nof the beginning and ending of the period) plus dividends and other
\ndistributions paid, divided by (ii) the beginning quoted market price, all of
\nwhich is adjusted for any changes in equity structure including, but not limited
\nto, stock splits and stock dividends.<\/p>\n
(b) Financial and Accounting Terms.. Except as otherwise expressly provided or
\nthe context otherwise requires, financial and accounting terms, including terms
\ndefined herein as Performance Goals, are used as defined for purposes of, and
\nshall be determined in accordance with, generally accepted accounting principles
\nand as derived from the audited consolidated financial statements of the
\nCorporation, prepared in the ordinary course of business.<\/p>\n
(c) Rules of Construction. For purposes of this Plan and the Award Agreements,
\nunless otherwise expressly provided or the context otherwise requires, the terms
\ndefined in this Plan include the plural and the singular, and pronouns of either
\ngender or neuter shall include, as appropriate, the other pronoun forms.<\/p>\n
SECTION 3. Eligibility<\/p>\n
Any one or more Awards may be granted to any Employee or any Officer who is
\ndesignated by the Compensation and Benefits Committee or the Special Committee
\nto receive an Award. Non-Employee Directors shall not be eligible to receive
\nany Awards except for (a) the Nonqualified Stock Options granted automatically
\nwithout action of any Committee under the provisions of Section 9, and (b)
\nDirector Stock Unit Awards pursuant to Section 10.<\/p>\n
SECTION 4. Awards<\/p>\n
(a) Type of Awards. Each Committee may grant any of the following types of
\nAwards, either singly, in tandem, or in combination with other Awards:<\/p>\n
5<\/p>\n
(1) Nonqualified Stock Options. A Nonqualified Stock Option is an Award
\nin the form of an option to purchase Stock that is not intended to comply with
\nthe requirements of Code Section 422. The exercise price of each Nonqualified
\nStock Option granted under this Plan shall be not less than the Fair Market
\nValue of the Stock on the date that the Option is granted.<\/p>\n
(2) Incentive Stock Options. An Incentive Stock Option is an Award in the
\nform of an option to purchase Stock that is intended to comply with the
\nrequirements of Code Section 422 or any successor section of the Code. The
\nexercise price of each Incentive Stock Option granted under this Plan shall be
\nnot less than the Fair Market Value of the Stock on the date that the Option is
\ngranted; provided, however, that the exercise price of any Incentive Stock
\nOption granted to a Participant who owns more than 10% of the total combined
\nvoting power of all classes of stock of the Corporation or any Subsidiary shall
\nnot be less than 110% of such Fair Market Value. In addition, the Committee
\nshall include such other terms of any Incentive Stock Option as it deems
\nnecessary or desirable to qualify the Option as an incentive stock option under
\nthe provisions of Section 422 of the Code. To the extent that the aggregate
\n“fair market value” of Stock with respect to which one or more incentive stock
\noptions first become exercisable by a Participant in any calendar year exceeds
\n$100,000, taking into account both Stock subject to Incentive Stock Options
\nunder this Plan and stock subject to incentive stock options under all other
\nplans of the Corporation or of other entities referenced in Code Section
\n422(d)(1), the Options shall be treated as Nonqualified Stock Options.<\/p>\n
(3) Stock Appreciation Rights. A Stock Appreciation Right is an Award in
\nthe form of a right to receive, upon surrender of the right, but without other
\npayment, an amount based on appreciation in the value of Stock over a base price
\nestablished in the Award, payable in cash, Stock or such other form or
\ncombination of forms of payout, at times and upon conditions (which may include
\na Change of Control), as may be approved by the Compensation and Benefits
\nCommittee. The minimum base price of a Stock Appreciation Right granted under
\nthis Plan shall be not less than the lowest of the Fair Market Value of the
\nunderlying Stock on the date the Stock Appreciation Right is granted or, in the
\ncase of a Stock Appreciation Right related to an Option (whether already
\noutstanding or concurrently granted), the exercise price of the related Option.<\/p>\n
(4) Other Share-Based Awards. Each Committee may from time to time grant
\nAwards under this Plan that provide Participants with Stock or the right to
\npurchase Stock, or provide other incentive Awards (including, but not limited
\nto, restricted stock, phantom stock or units, performance stock or units, bonus
\nstock, dividend equivalent units, or similar securities or rights) that have a
\nvalue derived from the value of, or an exercise or conversion privilege at a
\nprice related to, or that are otherwise payable in shares of Stock. The Awards
\nshall be in a form determined by the Committee, provided that the Awards shall
\nnot be inconsistent with the other express terms of this Plan.<\/p>\n
(5) Cash-Based Awards. Cash-Based Awards are Awards that provide
\nParticipants with the opportunity to earn a cash payment based upon the level of
\nperformance relative to one or more performance goals established by the
\nCommittee for an award cycle consisting of any period of time up to five years.
\nFor each award cycle, the Committee shall determine the size of the Awards, the
\nperformance goals, the performance target levels as to each of the performance <\/p>\n
6<\/p>\n
goals, the level or levels of achievement necessary for award payments and the
\nweighting of the performance goals, if more than one performance goal is
\napplicable.<\/p>\n
(b) Special Performance-Based Awards. Without limiting the generality of the
\nforegoing, any of the type of Awards listed in Section 4(a) also may be granted
\nby the Compensation and Benefits Committee as awards that satisfy the
\nrequirements for “performance-based compensation” within the meaning of Code
\nSection 162(m) (“Performance-Based Awards”), the grant, vesting, exercisability,
\nor payment of which depends on the degree of achievement of the Performance
\nGoals relative to the specific and preestablished target levels established by
\nthe Compensation and Benefits Committee for the Corporation, any of its
\nsubsidiaries, or any of their divisions or other business units, or any groups
\nthereof. Notwithstanding anything contained in this Section 4(b) to the
\ncontrary, any Option or Stock Appreciation Right awarded by the Compensation and
\nBenefits Committee with an exercise price or a base price not less than Fair
\nMarket Value on the date of grant shall be subject only to the requirements of
\nclauses (1) and (3)(A) below in order for such Awards to satisfy the
\nrequirements for Performance-Based Awards under this Section 4(b) (with such
\nAwards hereinafter referred to as a “Qualifying Option,” or a “Qualifying Stock
\nAppreciation Right,” respectively). With the exception of any Qualifying Option
\nor Qualifying Stock Appreciation Right, an Award by the Compensation and
\nBenefits Committee that is intended to satisfy the requirements of this Section
\n4(b) shall be designated as a Performance-Based Award at the time of grant.<\/p>\n
(1) Eligible Class. The eligible class of persons for Awards under this
\nSection 4(b) shall be all Employees and Officers.<\/p>\n
(2) Performance Goals. The performance goals for any Awards under this
\nSection 4(b) (other than Qualifying Options and Qualifying Stock Appreciation
\nRights) shall be, on an absolute or relative basis, one or more of the
\nPerformance Goals. The specific performance target(s) with respect to
\nPerformance Goal(s) must be established by the Compensation and Benefits
\nCommittee in advance of the deadlines applicable under Code Section 162(m) and
\nwhile the performance relating to the Performance Goal(s) remains substantially
\nuncertain.<\/p>\n
(3) Individual Limits.<\/p>\n
(A) Share-Based Awards. The maximum number of shares of Stock or
\nShare Units that are issuable under Options, Stock Appreciation Rights or other
\nShare-Based Awards (described under Section 4(a)(4)) that are granted as
\nPerformance-Based Awards during any one calendar year to any one Participant
\nunder this Plan shall not exceed 2,000,000, either individually or in the
\naggregate, subject to adjustment as provided in Section 7. Awards that are
\ncanceled during the year shall be counted against this limit to the extent
\nrequired by Code Section 162(m).<\/p>\n
(B) Cash-Based Awards. The aggregate amount of compensation to be
\npaid to any Participant under this Plan in respect of Cash-Based Awards that are
\ngranted during any one calendar year to any one individual as Performance-Based
\nAwards shall not exceed $2,500,000.<\/p>\n
(4) Committee Certification. Before any Performance-Based Award under
\nthis Section 4(b) (other than Qualifying Options and Qualifying Stock
\nAppreciation Rights) is paid,<\/p>\n
7<\/p>\n
the Compensation and Benefits Committee must certify in writing (by resolution
\nor otherwise) that the applicable Performance Goal(s) and any other material
\nterms of the Performance-Based Award were satisfied; provided, however, that a
\nPerformance-Based Award may be paid without regard to the satisfaction of the
\napplicable Performance Goal in the event of a Change of Control as provided in
\nSection 7(b).<\/p>\n
(5) Terms and Conditions of Awards; Committee Discretion to Reduce
\nPerformance Awards. The Compensation and Benefits Committee shall have
\ndiscretion to determine the conditions, restrictions or other limitations, in
\naccordance with the terms of this Plan and Code Section 162(m), on the payment
\nof individual Performance-Based Awards under this Section 4(b). To the extent
\nset forth in an Award Agreement, the Compensation and Benefits Committee may
\nreserve the right to reduce the amount payable in accordance with any standards
\nor on any other basis (including the Committee’s discretion), as the
\nCompensation and Benefits Committee may impose.<\/p>\n
(6) Adjustments for Material Changes. In the event of (i) a change in
\ncorporate capitalization, a corporate transaction or a complete or partial
\ncorporate liquidation, or (ii) any extraordinary gain or loss or other event
\nthat is treated for accounting purposes as an extraordinary item under generally
\naccepted accounting principles, or (iii) any material change in accounting
\npolicies or practices affecting the Corporation and\/or the Performance Goals or
\ntargets, then, to the extent any of the foregoing events (or a material effect
\nthereof) was not anticipated at the time the targets were set, the Compensation
\nand Benefits Committee may make adjustments to the Performance Goals and\/or
\ntargets, applied as of the date of the event, and based solely on objective
\ncriteria, so as to neutralize, in the Compensation and Benefits Committee’s
\njudgment, the effect of the event on the applicable Performance-Based Award.<\/p>\n
(7) Interpretation. Except as specifically provided in this Section 4(b),
\nthe provisions of this Section 4(b) shall be interpreted and administered by the
\nCompensation and Benefits Committee in a manner consistent with the requirements
\nfor exemption of Performance-Based Awards granted to Executive Officers as
\n“performance-based compensation” under Code Section 162(m) and regulations and
\nother interpretations issued by the Internal Revenue Service thereunder.<\/p>\n
(c) Maximum Term of Awards. Except as provided in or pursuant to Section 10, no
\nAward that contemplates exercise or conversion may be exercised or converted to
\nany extent, and no other Award that defers vesting, shall remain outstanding and
\nunexercised, unconverted or unvested more than 10 years after the date the Award
\nwas initially granted.<\/p>\n
SECTION 5. Shares of Stock and Units Available under Plan.<\/p>\n
(a) Aggregate Share and Unit Limit. The maximum number of shares of Stock that
\nmay be issued pursuant to this Plan for all Share-Based Awards (including
\nIncentive Stock Options, Share Units, and Director Stock Units) is 5,750,000,
\nsubject to adjustment as provided in this Section 5 or Section 7. Of that
\nnumber, no more than 850,000 shares may be issued pursuant to Share-Based Awards
\nother than (1) Options, (2) Stock Appreciation Rights, (3) Director Stock Units,
\nor (4) Awards granted in lieu of cash compensation that would otherwise be
\npayable to the Participant and have a value equal to such cash compensation. The
\nnumber of shares of Stock<\/p>\n
8<\/p>\n
available for issuance will be reduced by 1.589 shares for every one share that
\nis issued with respect to any Award which is not an Option, a Stock Appreciation
\nRight, or an Award granted in lieu of cash compensation which would otherwise be
\npayable to the Participant.<\/p>\n
(b) Reissue of Shares and Other Awards. Any unexercised, unconverted, or
\nundistributed portion of any expired, canceled, terminated, or forfeited Award,
\nor any alternative form of consideration under an Award that is not paid in
\nconnection with the settlement of an Award or any portion of an Award, shall
\nagain be available for Award under Section 5(a) or 5(b), as applicable, whether
\nor not the Participant has received benefits of ownership (such as dividends or
\ndividend equivalents or voting rights) during the period in which the
\nParticipant’s ownership was restricted or otherwise not vested. Shares of Stock
\nthat are issued pursuant to Awards and subsequently reacquired by the
\nCorporation pursuant to the terms and conditions of the Awards shall be
\navailable for reissuance under the Plan. If the Corporation withholds shares of
\nStock pursuant to Section 5(g), the number of shares that would have been
\ndeliverable with respect to an Award but that are withheld may in effect not be
\nissued but the aggregate number of shares issuable with respect to the
\napplicable Award shall be reduced by the number of shares withheld and such
\nshares shall be available for additional Awards under this Plan.<\/p>\n
(c) Interpretive Issues.. Additional rules for determining the number of
\nshares of Stock or Share Units authorized under this Plan may be adopted by the
\nCommittee, as it deems necessary or appropriate.<\/p>\n
(d) Treasury Shares; No Fractional Shares. The Stock which may be issued
\n(which term includes Stock reissued or otherwise delivered) pursuant to an Award
\nunder this Plan may be treasury or authorized but unissued Stock or Stock
\nacquired, subsequently or in anticipation of a transaction under this Plan, in
\nthe open market or in privately negotiated transactions to satisfy the
\nrequirements of this Plan. No fractional shares shall be issued but fractional
\ninterests may be accumulated. The Committee, however, may determine that cash,
\nother securities, or other property will be paid or transferred in lieu of any
\nfractional share interests.<\/p>\n
(e) Consideration. The Stock issued under this Plan may be issued (subject to
\nSection 12(d)) for any lawful form of consideration, the value of which equals
\nthe par value of the Stock or such greater or lesser value as the Committee,
\nconsistent with Sections 12(d), 4(a)(1), 4(a)(2) and 4(a)(3), may require.<\/p>\n
(f) Purchase or Exercise Price; Withholding. The exercise or purchase price
\n(if any) of the Stock issuable pursuant to any Award and any withholding
\nobligation under applicable tax laws shall be paid in cash or, subject to the
\nCommittee’s express authorization and the restrictions, conditions and
\nprocedures the Committee may impose, any one or combination of (i) cash, (ii) a
\ncheck payable to the order of the Corporation, (iii) the delivery of shares of
\nStock, provided that any such shares used in payment shall have been owned by
\nthe Participant at least six months prior to the date of exercise (or with the
\nconsent of the Committee, for less than six months), (iv) a reduction in the
\namount of Stock or other amounts otherwise issuable or payable pursuant to such
\nAward, (v) notice and third party payment in such manner as may be authorized by
\nthe Committee, or (vi) the delivery of a promissory note, or other obligation
\nfor the future payment in money, the terms and conditions of which shall be
\ndetermined (subject to Section 12(d)) by the Committee. In the case of a payment
\nby the means described in clause (iii) or (iv) above, the<\/p>\n
9<\/p>\n
Stock to be so delivered or offset shall be determined by reference to the Fair
\nMarket Value of the Stock on the date as of which the payment or offset is made.<\/p>\n
(g) Cashless Exercise. The Committee may permit the exercise of the Award and
\npayment of any applicable withholding tax in respect of an Award by delivery of
\nwritten notice, subject to the Corporation’s receipt of a third party payment in
\nfull in cash for the exercise price and the applicable withholding prior to
\nissuance of Stock, in the manner and subject to the procedures as may be
\nestablished by the Committee.<\/p>\n
SECTION 6. Award Agreements.<\/p>\n
Each Award under this Plan shall be evidenced by an Award Agreement in a form
\napproved by the Committee setting forth, in the case of Share-Based Awards, the
\nnumber of shares of Stock or Share Units, as applicable, subject to the Award,
\nand the price (if any) and term of the Award and, in the case of Performance-
\nBased Awards, the applicable Performance Goals. The Award Agreement shall also
\nset forth (or incorporate by reference) other material terms and conditions
\napplicable to the Award as determined by the Committee consistent with the
\nlimitations of this Plan.<\/p>\n
(a) Incorporated Provisions. Award Agreements shall be subject to the terms of
\nthis Plan and shall be deemed to include the following terms, unless the
\nCommittee in the Award Agreement otherwise (consistent with applicable legal
\nconsiderations) provides:<\/p>\n
(1) Nonassignability. The Award shall not be assignable nor transferable,
\nexcept (A) by will or by the laws of descent and distribution, or (B) pursuant
\nto a QDRO or any other exception to transfer restrictions expressly permitted by
\nthe Committee and set forth in the Award Agreement (or an amendment thereto), or
\n(C) in the case of Awards constituting Incentive Stock Options, as permitted by
\nthe Code. The restrictions on exercise and transfer shall not be deemed to
\nprohibit, to the extent permitted by the Committee, transfers without
\nconsideration for estate planning, financial planning, and charitable purposes,
\nnor transfers to such other persons or in such other circumstances as the
\nCommittee may in the Award Agreement expressly permit. During the lifetime of a
\nParticipant the Award shall be exercised only by such Participant or by his or
\nher guardian or legal representative, except as expressly otherwise provided
\nconsistent with the foregoing transfer restrictions. The designation of a
\nBeneficiary hereunder shall not constitute a transfer prohibited by the
\nforegoing provisions.<\/p>\n
(2) Rights as Stockholder. A Participant shall have no rights as a holder
\nof Stock with respect to any unissued securities covered by an Award until the
\ndate the Participant becomes the holder of record of these securities. Except
\nas provided in Section 7, no adjustment or other provision shall be made for
\ndividends or other stockholder rights, except to the extent that the Award
\nAgreement provides for dividend equivalents or similar economic benefits.<\/p>\n
(3) Withholding. The Corporation shall be entitled to require payment in
\ncash or deduction from other compensation payable to each Participant of any
\nsums required by federal, state, or local tax law to be withheld with respect to
\nthe issuance, vesting, exercise, or payment of any Award. The Compensation and
\nBenefits Committee may, in its discretion and in satisfaction of the foregoing
\nrequirement, allow such Participant to elect to have the Corporation <\/p>\n
10<\/p>\n
withhold shares of Stock otherwise issuable under such Award (or allow the
\nreturn of shares of Stock) having a Fair Market Value equal to the sums required
\nto be withheld. Notwithstanding any other provision of the Plan, the number of
\nshares of Stock which may be withheld with respect to the issuance, vesting,
\nexercise, or payment of any Award (or which may be repurchased from the
\nParticipant within six months after such shares of Stock were acquired by the
\nParticipant from the Corporation) to satisfy the Participant’s federal and state
\nincome and payroll tax liabilities with respect to the issuance, vesting,
\nexercise, or payment of the Award shall be limited to the number of shares which
\nhave a Fair Market Value on the date of withholding or repurchase equal to the
\naggregate amount of such liability based on the minimum statutory withholding
\nrates for federal and state income and payroll tax purposes that are applicable
\nto such supplemental taxable income. In the case of an Award paid in shares of
\nStock, a Participant shall satisfy the withholding obligation as provided in
\nSection 5(g).<\/p>\n
(4) Option Holding Period. Subject to the authority of the Committee
\nunder Section 7, a minimum six-month period shall elapse between the date of
\ninitial grant of any Option and the sale of the underlying shares of Stock, and
\nthe Corporation may impose legend and other restrictions on the Stock issued on
\nexercise of the Options to enforce this requirement.<\/p>\n
(b) Other Provisions. Award Agreements may include other terms and conditions
\nas the Committee shall approve including, but not limited to, the following:<\/p>\n
(1) Termination of Employment. A provision describing the treatment of an
\nAward in the event of the retirement, disability, death or other termination of
\na Participant’s employment with or services to the Corporation or any
\nSubsidiary, including any provisions relating to the vesting, exercisability,
\nforfeiture or cancellation of the Award in these circumstances, subject, in the
\ncase of Performance-Based Awards, to any applicable requirements for
\n“performance-based compensation” under Code Section 162(m).<\/p>\n
(2) Vesting; Effect of Termination; Change of Control. Any other terms
\nconsistent with the terms of this Plan as are necessary and appropriate to
\neffect the Award to the Participant including, but not limited to, the vesting
\nprovisions, any requirements for continued employment, any other restrictions or
\nconditions (including performance requirements) of the Award, and the method by
\nwhich (consistent with Section 7) the restrictions or conditions lapse, and the
\neffect on the Award of a Change of Control.<\/p>\n
(3) Replacement and Substitution. Any provisions permitting or requiring
\nthe surrender of outstanding Awards or securities held by the Participant in
\nwhole or in part in order to exercise or realize rights under or as a condition
\nprecedent to other Awards, or in exchange for the grant of new or amended Awards
\nunder similar or different terms, provided, however, that no such exchange shall
\nhave the effect of reducing the exercise price or purchase price of an Award
\npreviously issued under this Plan, except in connection with an adjustment
\npermitted pursuant to Section 7.<\/p>\n
(4) Termination of Benefits. A provision that any and all unexercised
\nAwards and all rights under this Plan of a Participant who received such Award
\n(or his or her designated Beneficiary or legal representative) and the exercise
\nor vesting thereof, shall be forfeited if, prior to the time of such exercise,
\nthe Participant shall (i) be employed by a competitor of, or shall be <\/p>\n
11<\/p>\n
engaged in any activity in competition with, the Corporation without the
\nCorporation’s consent, (ii) divulge without the Corporation’s consent any secret
\nor confidential information belonging to the Corporation, (iii) engage in any
\nother activities which would constitute grounds for termination For Cause, or
\n(iv) be terminated For Cause.<\/p>\n
(d) Contract Rights, Forms and Signatures. Any obligation of the Corporation to
\nany Participant with respect to an Award shall be based solely upon contractual
\nobligations created by this Plan and an Award Agreement. No Award shall be
\nenforceable until the Award Agreement or a receipt has been signed by the
\nParticipant and on behalf of the Corporation by an Executive Officer (other than
\nthe recipient) or his or her delegate. By executing the Award Agreement or
\nreceipt, a Participant shall be deemed to have accepted and consented to the
\nterms of this Plan and any action taken in good faith under this Plan by and
\nwithin the discretion of the Committee, the Board of Directors or their
\ndelegates. Unless the Award Agreement otherwise expressly provides, there shall
\nbe no third party beneficiaries of the obligations of the Corporation to the
\nParticipant under the Award Agreement. <\/p>\n
SECTION 7. Adjustments; Change of Control; Acquisitions<\/p>\n
(a) Adjustments. If there shall occur any recapitalization, stock split
\n(including a stock split in the form of a stock dividend), reverse stock split,
\nmerger, combination, consolidation, or other reorganization or any extraordinary
\ndividend or other extraordinary distribution in respect of the Stock (whether in
\nthe form of cash, Stock or other property), or any split-up, spin-off,
\nextraordinary redemption, or exchange of outstanding Stock, or there shall occur
\nany other similar corporate transaction or event in respect of the Stock, or a
\nsale of substantially all the assets of the Corporation as an entirety, then the
\nCommittee shall, in the manner and to the extent, if any, as it deems
\nappropriate and equitable to the Participants and consistent with the terms of
\nthis Plan, and taking into consideration the effect of the event on the holders
\nof the Stock:<\/p>\n
(1) proportionately adjust any or all of<\/p>\n
(A) the number and type of shares of Stock, Share Units and
\nDirector Stock Units which thereafter may be made the subject of Awards
\n(including the specific maximum numbers of shares of Stock or Share Units set
\nforth elsewhere in this Plan),<\/p>\n
(B) the number, amount and type of shares of Stock, other
\nproperty, Share Units and Director Stock Units or cash subject to any or all
\noutstanding Awards,<\/p>\n
(C) the grant, purchase or exercise price, or conversion ratio
\nof any or all outstanding Awards, or of the Stock, other property or Share Units
\nand Director Stock Units underlying the Awards,<\/p>\n
(D) the securities, cash or other property deliverable upon
\nexercise or conversion of any or all outstanding Awards,<\/p>\n
(E) subject to Section 4(b), the performance targets or
\nstandards appropriate to any outstanding Performance-Based Awards, or<\/p>\n
12<\/p>\n
(F) any other terms as are affected by the event; or<\/p>\n
(2) subject to any applicable limitations in the case of a
\ntransaction to be accounted for as a pooling of interests under generally
\naccepted accounting principles, provide for<\/p>\n
(A) an appropriate and proportionate cash settlement or
\ndistribution, or<\/p>\n
(B) the substitution or exchange of any or all outstanding
\nAwards, or the cash, securities or property deliverable on exercise, conversion
\nor vesting of the Awards.<\/p>\n
Notwithstanding the foregoing, in the case of an Incentive Stock Option, no
\nadjustment shall be made which would cause this Plan to violate Section 424(a)
\nof the Code or any successor provisions thereto, without the written consent of
\nthe Participant adversely affected thereby. The Committee may act prior to an
\nevent described in this paragraph (a) (including at the time of an Award by
\nmeans of more specific provisions in the Award Agreement) if deemed necessary or
\nappropriate to permit the Participant to realize the benefits intended to be
\nconveyed by an Award in respect of the Stock in the case of an event described
\nin paragraph (a).<\/p>\n
(b) Change of Control. The Committee may, in the Award Agreement, provide for
\nthe effect of a Change of Control on an Award. Such provisions may include, but
\nare not limited to, any one or more of the following with respect to any or all
\nAwards: (i) the specific consequences of a Change of Control on the Awards; (ii)
\na reservation of the Committee’s right to determine in its discretion at any
\ntime that there shall be full acceleration or no acceleration of benefits under
\nthe Awards; (iii) that only certain or limited benefits under the Awards shall
\nbe accelerated; (iv) that the Awards shall be accelerated for a limited time
\nonly; or (v) that acceleration of the Awards shall be subject to additional
\nconditions precedent (such as a termination of employment following a Change of
\nControl).<\/p>\n
In addition to any action required or authorized by the terms of an Award, the
\nCommittee may take any other action it deems appropriate to ensure the equitable
\ntreatment of Participants in the event of or in anticipation of a Change of
\nControl including, but not limited to, any one or more of the following with
\nrespect to any or all Awards: (i) the acceleration or extension of time periods
\nfor purposes of exercising, vesting in, or realizing gain from, the Awards; (ii)
\nthe waiver of conditions on the Awards that were imposed for the benefit of the
\nCorporation; (iii) provision for the cash settlement of the Awards for their
\nequivalent cash value, as determined by the Committee, as of the date of the
\nChange of Control; or (iv) such other modification or adjustment to the Awards
\nas the Committee deems appropriate to maintain and protect the rights and
\ninterests of Participants upon or following the Change of Control. The Committee
\nalso may accord any Participant a right to refuse any acceleration of
\nexercisability, vesting or benefits, whether pursuant to the Award Agreement or
\notherwise, in such circumstances as the Committee may approve.<\/p>\n
Notwithstanding the foregoing provisions of this Section 7(b) or any provision
\nin an Award Agreement to the contrary, (i) in no event shall the Committee be
\ndeemed to have discretion to accelerate or not accelerate, or make other changes
\nin or to any or all Awards, in respect of a transaction, if such action or
\ninaction would be inconsistent with or would otherwise frustrate the<\/p>\n
13<\/p>\n
intended accounting for a proposed transaction as a pooling of interests under
\ngenerally accepted accounting principles; and (ii) if the vesting of any Award
\nto any Insider is accelerated to a date that is less than six months after the
\ndate of the Award, the Committee may prohibit a sale of the underlying Stock
\n(other than a sale by operation or law in exchange for or through conversion
\ninto other securities) until the expiration of such six-month period, and the
\nCorporation may impose legend and other restrictions on the Stock to enforce
\nthis prohibition.<\/p>\n
(c) Change of Control Definition. For purposes of this Plan, a “Change of
\nControl” of the Corporation shall be deemed to have occurred upon the happening
\nof any of the following events:<\/p>\n
(1) the acquisition by any individual, entity or group (within the
\nmeaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of
\nbeneficial ownership (within the meaning of Rule 13d-3 promulgated under the
\nExchange Act) of 25% or more of either (a) the then outstanding shares of common
\nstock of or (b) the combined voting power of the then outstanding shares of
\nStock and other stock of the Corporation entitled to vote generally in the
\nelection of directors. For the purposes of this subsection (1), the following
\nshall not constitute a Change of Control:<\/p>\n
(A) any acquisition of common stock or voting securities
\ndirectly from the Corporation;<\/p>\n
(B) any acquisition of common stock or voting securities by
\nthe Corporation or any of its Subsidiaries;<\/p>\n
(C) any acquisition of common stock or voting securities by
\nany employee benefit plan (or related trust) sponsored or maintained by the
\nCorporation or any of its Subsidiaries;<\/p>\n
(D) any acquisition or ownership by a Person of 25% of
\neither the outstanding corporate common stock or the outstanding corporate
\nvoting securities as a result of an acquisition of common stock or voting
\nsecurities by the Corporation which, by reducing the number of shares of common
\nstock or voting securities of the Corporation outstanding, increases the
\nproportionate numbers of shares beneficially owned by such Person up to 25% or
\nmore of either the outstanding corporate common stock or the outstanding
\ncorporate voting securities; provided, however, that if a Person becomes the
\nbeneficial owner of 25% or more of either the Corporation’s outstanding
\ncorporate common stock or the Corporation’s outstanding voting securities by
\nreason of a share acquisition by the Corporation as described above, that Person
\nshall, after such share acquisition by the Corporation, become the beneficial
\nowner of any additional shares of common stock or voting securities of the
\nCorporation, then such additional acquisition shall constitute a Change of
\nControl; or<\/p>\n
(E) any acquisition of common stock or voting securities
\npursuant to a transaction which complies with clauses (a), (b), and (c) of
\nsection 7(c)(3); or<\/p>\n
(2) individuals who, as of the date hereof, constitute the Board (the
\n“Incumbent Board”) cease for any reason to constitute at least a majority of the
\nBoard; provided, however, that any individual becoming a director subsequent to
\nthe date hereof whose election, or <\/p>\n
14<\/p>\n
nomination for election by the stockholders of the Corporation, was approved by
\na vote of at least a majority of the persons then comprising the Incumbent Board
\nshall be considered as though such individual were a member of the Incumbent
\nBoard, but excluding for this purpose, any such individual whose initial
\nassumption of office occurs as a result of an actual or threatened election
\ncontest with respect to the election or removal of directors or other actual or
\nthreatened solicitation of proxies or consents by or on behalf of a person other
\nthan the Board of Directors; or<\/p>\n
(3) consummation by the Corporation of a reorganization, merger or
\nconsolidation or sale or other disposition of all or substantially all of the
\nassets of the Corporation, or the acquisition of assets (a “Business
\nCombination”), in each case, unless, following such Business Combination, (a)
\nall or substantially all of the individuals and entities who were the beneficial
\nowners, respectively, of the outstanding common stock or outstanding voting
\nsecurities of the Corporation, immediately prior to such Business Combination
\nbeneficially own, directly and indirectly, more than 50% of, respectively, the
\nthen outstanding shares of common stock and the combined voting power of the
\nthen outstanding voting securities entitled to vote generally in the election of
\ndirectors, as the case may be, of the corporation resulting from such Business
\nCombination (including, without limitation, a corporation which as a result of
\nsuch transaction owns the Corporation or all or substantially all of the
\nCorporation’s assets either directly or through one or more subsidiaries) in
\nsubstantially the same proportions as their ownership immediately prior to such
\nBusiness Combination of the outstanding corporation common stock and outstanding
\ncorporation voting securities, as the case may be, (b) no person (excluding any
\nemployee benefit plan (or related trust) of the Corporation or such corporation
\nresulting from a Business Combination), beneficially owns, directly or
\nindirectly, 25% or more, respectively, of the then outstanding shares of common
\nstock in the corporation resulting from such Business Combination, except to the
\nextent that such ownership existed prior to the Business Combination and (c) at
\nleast a majority of the members of the Board of Directors resulting from such
\nBusiness Combination were members of the Incumbent Board at the time of the
\nexecution of the initial agreement, or of the action of the Board, providing for
\nsuch Business Combination; or<\/p>\n
(4) approval by the stockholders of the Corporation of a complete
\nliquidation or dissolution of the Corporation.<\/p>\n
(d) Business Acquisitions. Awards may be granted under this Plan on the terms
\nand conditions as the Committee considers appropriate, which may differ from
\nthose otherwise required by this Plan, to the extent necessary to reflect a
\nsubstitution for or assumption of stock incentive awards held by employees of
\nother entities who become employees of the Corporation or a Subsidiary as the
\nresult of a merger of the employing entity with, or the acquisition of the
\nproperty or stock of the employing entity by, the Corporation or a Subsidiary,
\ndirectly or indirectly.<\/p>\n
SECTION 8. Administration.<\/p>\n
(a) Committee Authority and Structure. The Plan and all Awards granted under
\nthe Plan will be administered by the Compensation and Benefits Committee and the
\nSpecial Committee. For purposes of any action taken by the Compensation and
\nBenefits Committee or the Special Committee, whichever is applicable, a majority
\nof the members will constitute a quorum, and the<\/p>\n
15<\/p>\n
action of the members present at any meeting at which a quorum is present, or
\nacts unanimously approved in writing, will be the acts of the applicable
\ncommittee. Notwithstanding the foregoing, Awards under Section 9 and 10 have
\nbeen authorized by the Board and may be administered by the Board.<\/p>\n
(b) Selection and Grant. Each Committee shall have the authority to determine
\nthe Employees (if any) to whom Awards will be granted under this Plan, the type
\nof Award or Awards to be made, and the nature, amount, pricing, timing, and
\nother terms of Awards to be made to any one or more of these individuals, and to
\nestablish the installments (if any) in which such Awards shall become
\nexercisable or shall vest, or determine that no delayed exercisability or
\nvesting is required, and establish the events of termination or reversion of
\nsuch Awards, subject to the terms of this Plan.<\/p>\n
(c) Construction and Interpretation. The Compensation and Benefits Committee
\nand the Special Committee have the full authority and discretion to administer
\nthe Plan and to take any action that is necessary or advisable in connection
\nwith the administration of the Plan, including without limitation the authority
\nand discretion to interpret and construe any provision of the Plan or of any
\nagreement, notification or document evidencing the grant of an Award. The
\ninterpretation and construction by the Compensation and Benefits Committee or
\nthe Special Committee, as applicable, of any such provision and any
\ndetermination by the Compensation and Benefits Committee or the Special
\nCommittee pursuant to any provision of the Plan or of any such agreement,
\nnotification or document will be final and conclusive; provided, that in the
\nevent the Compensation and Benefits Committee disagrees with the Special
\nCommittee with respect to such interpretation, construction or determination,
\nthe Compensation and Benefits Committee’s determination will be final and
\nconclusive. If there is any conflict between an Award Agreement and any non-
\ndiscretionary provisions of this Plan, the terms of this Plan shall govern.<\/p>\n
(d) Express Authority (and Limitations on Authority) to Change Terms of Awards.
\nWithout limiting each Committee’s authority under other provisions of this Plan
\n(including Sections 7, 10, and 11), but subject to any express limitations of
\nthis Plan (including under Sections 7, 10, and 11), each Committee shall have
\nthe authority to accelerate the exercisability or vesting of an Award, to extend
\nthe term or waive early termination provisions of an Award (subject to the
\nmaximum ten-year term under Section 4(b)), to cancel, modify or waive the
\nCorporation’s rights with respect to an Award or restrictive conditions of an
\nAward (including forfeiture conditions), to modify, discontinue, suspend, or
\nterminate any or all outstanding Awards held by Employees or Officers, with or
\nwithout adjusting any holding period or other terms of the Award, in any case in
\nsuch circumstances as the Committee deems appropriate; provided, however, that
\nno such action by the Committee shall, in any way adversely affect any Award
\nthen outstanding and evidenced by an Award Agreement, without the affected
\nParticipant’s written consent. The Committee may not, however, reduce by
\namendment the exercise or purchase price of an outstanding award.<\/p>\n
(e) Exclusive Authority for Section 162(m). Notwithstanding any provision of
\nthe Plan to the contrary, the Compensation and Benefits Committee will have the
\nexclusive authority and discretion to take any action required or permitted to
\nbe taken under the provisions of this Section, Section 4(b), Section 7 and
\nSection 11 with respect to Awards granted under the Plan that are intended to
\ncomply with the requirements of Section 162(m) of the Code.<\/p>\n
16<\/p>\n
(f) Rule 16b-3 Conditions; Bifurcation of Plan. It is the intent of the
\nCorporation that Awards be interpreted in a manner that, in the case of Awards
\nintended as exempt grants or purchases under Section 16 of the Exchange Act to
\nParticipants who are or may be Insiders, satisfies any applicable requirements
\nof Rule 16b-3, so that these persons will be entitled to the benefits of Rule
\n16b-3 or other exemption rules under Section 16 and will not be subjected to
\navoidable liability thereunder.<\/p>\n
(g) Delegation and Reliance. Each Committee may delegate to the officers or
\nemployees of the Corporation the authority to execute and deliver those
\ninstruments and documents, to do all acts and things, and to take all other
\nsteps deemed necessary, advisable or convenient for the effective administration
\nof this Plan in accordance with its terms and purpose, except that a Committee
\nmay not delegate any discretionary authority to grant or amend an Award or with
\nrespect to substantive decisions or functions regarding this Plan or Awards as
\nthese relate to the material terms of Performance-Based Awards to Executive
\nOfficers or to the timing, eligibility, pricing, amount or other material terms
\nof Awards to Insiders. In making any determination or in taking or not taking
\nany action under this Plan, the Board and each Committee may obtain and may rely
\nupon the advice of experts, including professional advisors to the Corporation.
\nNo director, officer, employee or agent of the Corporation shall be liable for
\nany such action or determination taken or made or omitted in good faith.<\/p>\n
(h) Exculpation and Indemnity. Neither the Corporation nor any member of the
\nBoard of Directors or of any Committee, nor any other person participating in
\nany determination of any question under this Plan, or in the interpretation,
\nadministration or application of this Plan, shall have any liability to any
\nperson for any action taken or not taken in good faith under this Plan or for
\nthe failure of an Award (or action in respect of an Award) to satisfy Code
\nrequirements as to incentive stock options or to realize other intended tax
\nconsequences, to qualify for exemption or relief under Rule 16b-3 or to comply
\nwith any other law, compliance with which is not required on the part of the
\nCorporation.<\/p>\n
SECTION 9. Non-Employee Director Options.<\/p>\n
(a) Participation. Awards under this Section 9 shall be nondiscretionary, shall
\nbe made only to Non-Employee Directors and shall be evidenced by Award
\nAgreements setting forth the terms and conditions in this Section 9 and in
\nSections 6(a)(1), 6(a)(2), 6(a)(3), 6(a)(4) and 6(b)(5).<\/p>\n
(b) Annual Option Grants.<\/p>\n
(1) Initial Award. After approval of this Plan by the stockholders of the
\nCorporation, if any person who is not then an officer or employee of the
\nCorporation shall become a director of the Corporation, there shall be granted
\nautomatically to such person (without any action by the Board or Committee and
\nin lieu of any similar automatic option grant under existing performance award
\nplans) a Nonqualified Stock Option (the date of grant of which shall be the date
\nsuch person takes office) to purchase a number of shares of Stock equal to 5,000
\nmultiplied by a fraction the numerator of which is the number of months that
\nwill lapse between the date the person becomes a director and the anticipated
\ndate of the Corporation’s next annual stockholders meeting, and the denominator
\nof which is 12.<\/p>\n
17<\/p>\n
(2) Subsequent Annual Awards. Immediately following the annual
\nstockholders meeting in each year during the term of this Plan there shall be
\ngranted automatically (without any action by the Committee or the Board and in
\nlieu of any similar automatic option grant under existing performance award
\nplans) a Nonqualified Stock Option (the date of grant of which shall be such
\ndate) to each Non-Employee Director then continuing in office to purchase 5,000
\nshares of Stock.<\/p>\n
(c) Option Price. The purchase price per share of the Stock covered by each
\nOption granted under this Section 9 shall be 100% of the Fair Market Value of
\nthe Stock on the date of grant. The exercise or purchase price of the Stock
\nissuable pursuant to any Option granted under this Section and any withholding
\nobligation under applicable tax laws shall be paid in cash or any one or
\ncombination of (i) cash, (ii) a check payable to the order of the Corporation,
\n(iii) the delivery of shares of Stock, provided that any such shares used in
\npayment shall have been owned by the Participant at least six months prior to
\nthe date of exercise or (iv) notice and third party payment to the Corporation
\nprior to any issue of Stock and otherwise in accordance with all applicable
\nlegal requirements in such manner as may be authorized by the Committee for all
\nParticipants. In the case of a payment by the means described in clause (iii)
\nabove, the Stock to be so delivered shall be determined by reference to the Fair
\nMarket Value of the Stock on the date as of which the payment is made.<\/p>\n
(d) Option Period and Exercisability. Each Option granted under this Section 9
\nand all rights or obligations thereunder shall expire ten years after the date
\nof grant and shall be subject to earlier termination as provided below. Except
\nas provided in Sections 9(e) and (g), each Option granted under this Section 9
\nshall become exercisable in four equal annual installments on the first four
\nanniversaries of the date of the grant.<\/p>\n
(e) Termination of Directorship. If a Non-Employee Director’s services as a
\nmember of the Board of Directors terminate by reason of death or disability (the
\ninability of the Non-Employee Director to continue to perform his or her duties
\nas determined by the Committee), an Option granted pursuant to this Section held
\nby such Participant shall immediately become and shall remain fully exercisable
\nfor one year after the date of such termination or until the expiration of the
\nstated term of such Option, whichever first occurs. If a Non-Employee Director’s
\nservices as a member of the Board of Directors terminate by reason of retirement
\n(which may include a director’s resignation if the Board or the Committee
\ndesignates such resignation as a retirement), an Option granted pursuant to this
\nSection held by such Participant shall immediately become and shall remain fully
\nexercisable for three years after the date of such termination or until the
\nexpiration of the stated term of such Option, whichever first occurs. If a Non-
\nEmployee Director’s services as a member of the Board of Directors terminate for
\nany other reason, any portion of an Option granted pursuant to this Section 9
\nwhich is not then exercisable shall terminate and any portion of such Option
\nwhich is then exercisable may be exercised for three months after the date of
\nsuch termination or until the expiration of the stated term, whichever first
\noccurs.<\/p>\n
(f) Adjustments. Options granted under this Section 9 shall be subject to
\nadjustment as provided in Section 7.<\/p>\n
18<\/p>\n
(g) Acceleration upon a Change of Control. Immediately prior to the occurrence
\nof a Change of Control, each Option granted under this Section 9 shall become
\nand shall remain fully exercisable for one year after the date of such Change of
\nControl or until the expiration of the stated term of such Option, whichever
\nfirst occurs. To the extent that any Option granted under this Section 9 is not
\nexercised before (i) a dissolution of the Corporation or (ii) a merger or other
\ncorporate event that the Corporation does not survive, and no provision is (or
\nconsistent with the provisions of this Section 9 can be) made for the
\nassumption, conversion, substitution or exchange of the Option, the Option shall
\nterminate upon the occurrence of such event.<\/p>\n
SECTION 10. Non-Employee Director Stock Units.<\/p>\n
Subject to the provisions of this Plan and such rules and procedures
\nas the Committee or the Board may establish from time to time, any Non-Employee
\nDirector may irrevocably elect to defer or receive in Director Stock Units all
\nor a portion of the Retainer and\/or fees payable to the Non-Employee Director
\nfor services on the Board of Directors and its committees or for attendance at
\nBoard meetings or committee meetings. The specific terms, conditions and
\nprovisions for each Director Stock Unit Award and elections (and of deferred
\ncompensation stock unit accounts under the Deferral Plan that have been
\nconverted into Director Stock Unit Accounts under this Plan) are set forth in
\nAppendix A to this Plan, incorporated herein and in each Award Agreement under
\nthis Section 10 by this reference.<\/p>\n
SECTION 11. Amendment and Termination of This Plan and Award Agreements.<\/p>\n
The Board of Directors may at any time amend, suspend or discontinue
\nthis Plan, subject to any stockholder approval that may be required under
\napplicable law. The Board or the Committee may at any time alter or amend any or
\nall Award Agreements under this Plan in any manner that would be authorized for
\na new Award under this Plan including, but not limited to, any manner set forth
\nin Section 8(d) (subject to any applicable limitations thereunder and any
\napplicable Code Section 162(m) considerations). Notwithstanding the foregoing,
\nno such action by the Board or a Committee shall, in any manner adverse to a
\nParticipant (other than as expressly permitted by the terms of an Award
\nAgreement and Section 7), affect any Award then outstanding and evidenced by an
\nAward Agreement, without the Participant’s written consent (or the written
\nconsent of the Beneficiary who has become entitled to an Award).<\/p>\n
SECTION 12. Miscellaneous.<\/p>\n
(a) Unfunded Plans. This Plan shall be unfunded. Neither the Corporation nor
\nthe Board of Directors nor the Committee shall be required to segregate any
\nassets that may at any time be represented by Awards made pursuant to this Plan.
\nNeither the Corporation, the Committee, nor the Board of Directors shall be
\ndeemed to be a trustee of any amounts to be paid or securities to be issued
\nunder this Plan. To the extent that a Participant, Beneficiary or other person
\nacquires a right to receive payment pursuant to any Award hereunder, such right
\nshall be no greater than the right of any unsecured general creditor of the
\nCorporation.<\/p>\n
(b) Rights of Employees and Officers and Other Participants.<\/p>\n
19<\/p>\n
(1) No Right to an Award. Status as an Employee or an Officer shall
\nnot be construed as a commitment that any one or more Awards will be made under
\nthis Plan to an Employee or Officer or to Employees or Officers generally.
\nStatus as a Participant shall not entitle the Participant to any additional
\nAward.<\/p>\n
(2) No Assurance of Employment. Nothing contained in this Plan (or in
\nany other documents related to this Plan or to any Award) shall confer upon any
\nEmployee or Participant any right to continue in the employ or other service of
\nthe Corporation or any Subsidiary or constitute any contract (of employment or
\notherwise) or limit in any way the right of the Corporation or any Subsidiary to
\nchange a person’s compensation or other benefits or to terminate the employment
\nof a person with or without cause, at any time and with or without advance
\nnotice, but, nothing contained in this Plan or any document related hereto shall
\nadversely affect any independent contractual right of such person without his or
\nher consent thereto.<\/p>\n
(c) Effective Date; Duration. This Plan has been adopted by the Board of
\nDirectors of the Corporation and becomes effective upon approval of the
\nstockholders of the Corporation at the annual meeting to be held May 2, 2000.
\nThis Plan shall remain in effect until any and all Awards under this Plan have
\nbeen exercised, converted or terminated under the terms of this Plan and
\napplicable Award Agreements. Notwithstanding the foregoing, no Award may be
\ngranted under this Plan after May 2, 2020. Any Award granted prior to such date
\nmay be amended after such date in any manner that would have been permitted
\nprior to such date, except that no such amendment shall increase the number of
\nshares subject to, comprising or referenced in such Award.<\/p>\n
(d) Compliance with Laws. This Plan, Award Agreements, and the grant, exercise,
\nconversion, operation and vesting of Awards, and the issuance and delivery of
\nshares of Stock and\/or other securities or property or the payment of cash under
\nthis Plan, Awards, or Award Agreements, are subject to compliance with all
\napplicable federal and state laws, rules and regulations (including, but not
\nlimited to, state and federal insider trading, registration, reporting and other
\nsecurities laws and federal margin requirements) and to such approvals by any
\nlisting, regulatory or governmental authority as may, in the opinion of counsel
\nfor the Corporation, be necessary or advisable in connection therewith. Any
\nsecurities delivered under this Plan shall be subject to such restrictions (and
\nthe person acquiring such securities shall, if requested by the Corporation,
\nprovide such evidence, assurance and representations to the Corporation as to
\ncompliance with any thereof) as the Corporation may deem necessary or desirable
\nto assure compliance with all applicable legal requirements.<\/p>\n
(e) Applicable Law. This Plan, Award Agreements and any related documents and
\nmatters shall be governed in accordance with the laws of the State of
\nCalifornia, except as to matters of Federal law.<\/p>\n
(f) Nonexclusivity of Plan. Nothing in this Plan shall limit or be deemed to
\nlimit the authority of the Corporation, the Board or the Committee to grant
\nawards or authorize any other compensation, with or without reference to the
\nStock, under any other plan or authority.<\/p>\n
20<\/p>\n
(g) Severability. In case any provision in this Plan shall be invalid, illegal
\nor unenforceable in any jurisdiction, the validity, legality and enforceability
\nof the remaining provisions, or of such provision in any other jurisdiction,
\nshall not in any way be affected or impaired thereby.<\/p>\n
21<\/p>\n
APPENDIX A
\n———-<\/p>\n
CATELLUS DEVELOPMENT CORPORATION<\/p>\n
TERMS AND PROVISIONS
\n APPLICABLE TO DIRECTOR STOCK UNIT AWARDS
\n 2000 PERFORMANCE AWARD PLAN SECTION 10<\/p>\n
These Terms supplement the terms of the 2000 Performance Award Plan
\n(the “2000 Plan”) and shall apply to any deferral election made under Section 10
\nof the 2000 Plan, to the same extent as if included therein. These Terms also
\nare incorporated by reference in the applicable Director Stock Unit Award
\nAgreement.<\/p>\n
1. Eligibility. All Non-Employee Directors are eligible to elect
\n ———–
\nirrevocably to defer all or a portion of their Retainer or Meeting Fees or both
\nand instead receive Director Stock Units pursuant to Section 10 of the 2000 Plan
\nand these Terms. An eligible director who satisfies these requirements and who
\nexecutes a Director Stock Unit Award Agreement will be considered a
\n“Participant” for purposes of these Terms and the 2000 Plan.<\/p>\n
2. Timing of Deferral Election.
\n ————————— <\/p>\n
(a) Ongoing Elections. A Non-Employee Director may irrevocably
\n —————–
\nelect to defer a portion of his or her Retainer for services to be rendered
\nduring the following calendar year in Director Stock Units by making an election
\non or before the December 31 preceding such calendar year, in accordance with
\nprocedures established by the Committee. A Non-Employee Director may also
\nirrevocably elect to defer a portion of his or her fees for service on Board
\ncommittees or for attendance at Board meetings or committee meetings during a
\ncalendar year by making an election on or before the December 31 preceding such
\ncalendar year, in accordance with procedures established by the Committee. The
\nCommittee may permit any Non-Employee Director who first becomes eligible to
\nparticipate in the 2000 Plan on or after the first day of any calendar year to
\nmake a Stock Unit deferral election within 30 days following his or her
\neligibility. All elections shall be in writing in the form of Schedule 1 or such
\nother form as provided by the Committee.<\/p>\n
(b) Installments Available. The portions of the Retainer and
\n ———————-
\nother fees subject to deferral under Section 2(b) of these Terms shall be
\nlimited to increments of 25%, 50%, 75%, or 100%.<\/p>\n
3. Stock Units; Stock Unit Accounts.
\n ——————————– <\/p>\n
(a) Crediting to Stock Unit Accounts. If a Participant elects to
\n ——————————–
\ndefer a portion of his or her Retainer, the Corporation shall, as of the
\nbeginning of the year in which the Retainer will be earned (or, in the case of a
\nParticipant who is first elected to the Board, as of the <\/p>\n
date of his or her election) credit the Director’s Stock Unit Account with a
\nnumber of Stock Units determined by dividing the applicable deferred portion of
\nthe Participant’s Retainer by 90% of the Fair Market Value of a share of Common
\nStock on the date of the Award. If a Participant elects to defer a portion of
\nhis or her Board meeting or committee meeting fees (collectively, the “Meeting
\nFees”), the Corporation shall, as of the last day of the calendar year in which
\nthe fees are earned, credit the Director’s Stock Unit Account with a number of
\nStock Units determined by dividing the applicable deferred portion of the
\nParticipant’s fees by 90% of the Fair Market Value of a share of Common Stock on
\nsuch date. Meeting Fees with respect to Board or committee meetings will be
\nconsidered to be earned in the calendar year in which the applicable meeting
\nbegins. A Participant’s Stock Unit Account shall consist of such subaccounts as
\nare necessary or convenient (the “Distribution Subaccounts”) to separately
\naccount for deferred Retainers and Meeting Fees, for deferrals in different
\nyears and for Dividend Equivalents (as defined below) thereon which are subject
\nto different vesting provisions or distribution elections.<\/p>\n
(b) Statements. The Corporation shall submit to each
\n ———-
\nParticipant, within 120 days after the close of each calendar year, a statement
\nin such form as the Committee or its delegate deems desirable setting forth the
\nbalance of each Participant’s Director Stock Unit Account.<\/p>\n
4. Vesting of Stock Units.
\n ———————- <\/p>\n
(a) Vesting. Director Stock Units credited to a Directors Stock
\n ——-
\nUnit Account (other than Director Stock Units representing Dividend Equivalents
\nwhich are only credited to already vested Director Stock Units) for the calendar
\nyear with respect to a Participant’s deferred Retainer shall proportionately
\nvest on a per diem basis assuming a 365-day year and shall fully vest at the end
\nof the applicable calendar year. Director Stock Units credited to a Directors
\nStock Unit Account with respect to deferred committee or meeting fees shall at
\nall times be fully vested. Units representing Dividend Equivalents shall at all
\ntimes be fully vested.<\/p>\n
(b) Acceleration of Vesting of Accounts. The vesting of the
\n ———————————–
\nrights of each Participant in respect of any unvested Director Stock Units for a
\ncalendar year shall be accelerated if a Participant ceases to be a member of the
\nBoard by reason of death or disability during the year.<\/p>\n
5. Limitations on Rights Associated with Units. A Participant’s
\n ——————————————-
\nDirector Stock Unit Account shall be a memorandum account on the books of the
\nCorporation. The Director Stock Units credited to a Participant Director’s
\nStock Unit Account shall be used solely as a device for the determination of the
\nnumber of shares of Common Stock to be distributed eventually to the Participant
\nunder the 2000 Plan. The Director Stock Units shall not be treated as property
\nor as a trust fund of any kind. No Participant shall be entitled to any voting
\nor other stockholder rights with respect to Director Stock Units granted,
\ncredited or vested under the 2000 Plan. The number of Director Stock Units
\ncredited and vested (and the Common Stock to which the Participant is entitled
\nunder the 2000 Plan) shall be subject to adjustment in accordance with Section 8
\nhereof and Section 7 of the 2000 Plan. These Terms shall create only a
\ncontractual obligation on the part of the Corporation as to such amounts and
\nshall not be construed as creating a trust. The 2000 Plan, in and of itself,
\nhas no assets. A Participant shall have only the <\/p>\n
A-2<\/p>\n
rights of a general unsecured creditor of the Corporation with respect to
\namounts credited and rights no greater than the right to receive the Common
\nStock (or equivalent value) as a general unsecured creditor.<\/p>\n
6. Dividend Equivalent Credits to Stock Unit Account. As of the
\n ————————————————-
\napplicable dividend payment date (“Award Date”), a Participant’s Stock Unit
\nAccount shall be credited with additional Director Stock Units in an amount
\nequal to (x) the amount of the Dividend Equivalents representing dividends paid
\non that number of shares equal to the aggregate Director Stock Units vested in
\nthe Participant’s Director Stock Unit Account as of that date divided by (y) 90%
\nof the Fair Market Value of a share of Common Stock as of that date.<\/p>\n
7. Distribution of Benefits.
\n ———————— <\/p>\n
(a) Time and Manner of Distribution. With respect to an election
\n ——————————-
\nfiled for Retainers, Meeting Fees and\/or other fees earned after 2000, a
\nParticipant shall be entitled to receive a distribution of the vested amount
\ndeferred under such election (together with Dividend Equivalents credited
\npursuant to Section 8) in accordance with the Participant’s election made
\npursuant to the Participant’s Award Agreement in substantially the form of
\nSchedule 1.<\/p>\n
(b) Change in the Manner of Distribution. Subject to Section
\n ————————————
\n12(a), a Participant may change the manner of any distribution election from a
\nlump sum to annual installments over a period of up to five years (or vice
\nversa) made with respect to any Retainer, Meeting Fees or other fee deferred
\nunder Section 2(b) by filing a new election with the Committee; provided,
\n ——–
\nhowever, that no such election shall be effective until 12 months after such
\n——-
\nelection is filed with the Committee, nor made with respect to any Distribution
\nSubaccount after benefits with respect to such Distribution Subaccount have
\ncommenced. An election made pursuant to this Section 7(b) shall not affect the
\ndate of the commencement of benefits.<\/p>\n
(c) Change in Election of Timing of Distribution. Subject to
\n ——————————————–
\nSection 12(a), a Participant may elect to accelerate or further defer the
\ncommencement of any distribution with respect to the Retainer, Meeting Fees or
\nother fee deferred under Section 2(b), for any calendar year by filing a new
\nelection with the Committee; provided, however, that no such election shall be
\neffective until 12 months after such election is filed with the Committee, nor
\nmade with respect to any Distribution Subaccount after benefits with respect to
\nsuch Distribution Subaccount have commenced; further provided that no such new
\nelection shall be valid if it would not have been valid had it been made as the
\nParticipant’s initial election. An election made pursuant to this Section 7(c)
\nshall not affect the manner (i.e., lump sum versus installments) of
\ndistribution.<\/p>\n
(d) Effect of Death, Disability, Retirement, or Change in
\n —————————————————–
\nControl. Notwithstanding Sections 7(a), (b), (c) and (d), if a Participant dies
\n——-
\nor becomes disabled, or a Change in Control shall occur and the Participant’s
\nservice as a Director shall terminate, the Participant’s Director Stock Unit
\nAccounts to the extent then credited and whether or not then vested for the
\nremainder of the then current calendar year shall be fully vested and shall be
\ndistributed immediately in a lump sum.<\/p>\n
A-3<\/p>\n
(e) Form of Distribution. Director Stock Units credited to an
\n ——————–
\nEligible Director’s Distribution Subaccounts shall be distributed in an
\nequivalent whole number of shares of the Corporation’s Common Stock. Fractions
\nshall be disregarded in connection with any distribution, but may be
\naccumulated. Notwithstanding anything else contained herein to the contrary, if
\nthe number of Units remaining in the Director Stock Unit Account is less than
\n100, then the remaining balance shall be distributed in a lump sum.<\/p>\n
8. Adjustments in Case of Changes in Common Stock. If any stock
\n ———————————————-
\ndividend, stock split, recapitalization, merger, consolidation, combination or
\nother reorganization, exchange of shares, sale of all or substantially all of
\nthe assets of the Corporation, split-up, split-off, spin-off, extraordinary
\nredemption, liquidation or similar change in capitalization or any distribution
\nto holders of the Corporation’s Common Stock (other than cash dividends and cash
\ndistributions) shall occur, proportionate and equitable adjustments consistent
\nwith the effect of such event on stockholders generally (but without duplication
\nof benefits if Dividend Equivalents are credited) shall be made in the number
\nand type of shares of Common Stock or other securities, property and\/or rights
\ncontemplated hereunder and of rights in respect of Director Stock Units and
\nDirector Stock Unit Accounts credited under the 2000 Plan so as to preserve the
\nbenefits intended.<\/p>\n
9. Corporation’s Right to Withhold. The Corporation shall satisfy
\n ——————————-
\nany income tax withholding obligation arising upon distribution of a
\nParticipant’s Stock Unit Account by reducing the number of shares of Common
\nStock otherwise deliverable to the Participant. The appropriate number of
\nshares required to satisfy such tax withholding obligation in the case of Stock
\nUnits will be based on the Fair Market Value of a share of Common Stock on the
\nday prior to the date of distribution. If the Corporation, for any reason,
\ncannot satisfy the withholding obligation in accordance with the preceding
\nsentence, the Participant shall pay or provide for payment in cash of the amount
\nof any taxes which the Corporation may be required to withhold with respect to
\nthe benefits hereunder.<\/p>\n
10. Limitation on Eligible Directors. Participation in the 2000 Plan
\n ——————————–
\nshall not give any person the right to continue to serve as a member of the
\nBoard or any rights or interests other than as herein provided.<\/p>\n
11. Beneficiaries.
\n ————- <\/p>\n
(a) Beneficiary Designation. Upon forms provided by and subject
\n ———————–
\nto conditions imposed by the Corporation, each Participant may designate in
\nwriting the Beneficiary or Beneficiaries (as defined in Section 8.2(b)) whom
\nsuch Participant desires to receive any amounts payable under the 2000 Plan
\nafter his or her death. The Corporation and the Committee may rely on the
\nParticipant’s designation of a Beneficiary or Beneficiaries last filed in
\naccordance with the terms of the 2000 Plan.<\/p>\n
(b) Definition of Beneficiary. A Participant’s “Beneficiary” or
\n ————————-
\n“Beneficiaries” shall be the person, persons, trust or trusts (or similar
\nentity) designated by the Participant or, in the absence of a designation,
\nentitled by will or the laws of descent and distribution to receive the
\nParticipant’s benefits under the 2000 Plan in the event of the <\/p>\n
A-4<\/p>\n
Participant’s death, and shall mean the Participant’s executor or administrator
\nif no other Beneficiary is identified and able to act under the circumstances.<\/p>\n
12. Other Provisions.
\n —————- <\/p>\n
(a) Irrevocability of Payout Elections. Subject to Section 8 of
\n ———————————-
\nthe 2000 Plan, a Participant may, subject to the approval of the Committee,
\nprospectively change an election under Section 7(a) or (b) by a subsequent
\nelection that will take effect at least 12 months after the subsequent election
\nis received by the Corporation if, in the opinion of counsel to the Corporation,
\nthe subsequent election would not adversely affect the efficacy of deferrals
\nunder the Code in respect of other Participants in the 2000 Plan.
\nNotwithstanding the preceding sentence, a Participant shall not be permitted to
\nchange an election with respect to any Distribution Subaccount from which
\nbenefits have commenced to be distributed.<\/p>\n
(b) Notices. Any notices to be given under the terms of the 2000
\n ——-
\nPlan, these Terms or a Stock Unit Award Agreement shall be in writing and
\naddressed to the Corporation at its principal executive office, to the attention
\nof the Corporate Secretary and to the Participant at the address given beneath
\nthe Participant’s signature on the Stock Unit Award Agreement or to his or her
\nlast address of record in the records of the Corporation.<\/p>\n
(c) Amendments. The Board shall have the right to amend these
\n ———-
\nTerms in whole or in part from time to time, subject to Section 8 of the 2000
\nPlan.<\/p>\n
(d) Governing Law; Severability. The validity of these Terms or
\n —————————
\nany of its provisions and provisions of Stock Unit Award Agreements shall be
\nconstrued, administered and governed in all respects under and by the laws of
\nthe State of California. If any provisions of these Terms shall be held by a
\ncourt of competent jurisdiction to be invalid or unenforceable, the remaining
\nprovisions shall continue to be fully effective.<\/p>\n
(e) Compliance with Laws. The 2000 Plan, these Terms, and the
\n ——————–
\noffer, issuance and delivery of shares of Common Stock through the deferral of
\ncompensation under the 2000 Plan are subject to compliance with all applicable
\nfederal and state laws, rules and regulations (including but not limited to
\nstate and federal securities law) and to such approvals by any listing, agency
\nor regulatory or governmental authority as may, in the opinion of counsel for
\nthe Corporation, be necessary or advisable in connection therewith. Any
\nsecurities delivered under the 2000 Plan shall be subject to such restrictions,
\nand the person acquiring such securities shall, if requested by the Corporation,
\nprovide such assurances and representations to the Corporation as the
\nCorporation may deem necessary or desirable to assure compliance with all
\napplicable securities laws and other legal requirements.<\/p>\n
(f) Restrictions on Transfer. Neither the Stock Units, nor any
\n ————————
\ninterest therein, nor amount payable or Common Stock deliverable in respect
\nthereof, may be sold, assigned, transferred, pledged or otherwise disposed of,
\nalienated or encumbered, either voluntarily or involuntarily, other than by will
\nor the laws of descent and distribution. This restriction on exercise and
\ntransfer shall not be deemed to prohibit, to the extent permitted by the
\nCommittee, transfers without consideration for estate and financial planning
\npurposes. Common Stock issued upon payment of a Director Stock Unit Account
\nshall be subject to only <\/p>\n
A-5<\/p>\n
such restrictions on transfer as may be necessary or advisable, in the opinion
\nof legal counsel to the Corporation, to assure compliance with applicable
\nsecurities laws.<\/p>\n
A-6<\/p>\n
Schedule 1
\n———-<\/p>\n
CATELLUS DEVELOPMENT CORPORATION<\/p>\n
STOCK UNIT AWARD AGREEMENT
\n FOR NON-EMPLOYEE DIRECTORS
\n (DEFERRAL FOR 20__ PLAN YEAR)<\/p>\n
THIS DIRECTOR STOCK UNIT AWARD AGREEMENT (“AGREEMENT”) is dated as of
\nthe ____ day of _______, 20__, between CATELLUS DEVELOPMENT CORPORATION, a
\nDelaware corporation (the “Corporation”), and _____________________ (the
\n“Participant”).<\/p>\n
In consideration of the services rendered and to be rendered by the
\nParticipant, the Corporation and the Participant agree as follows:<\/p>\n
1. Stock Unit Deferral Election. The Participant hereby irrevocably
\n —————————-
\nelects to defer under Section 10 of the Corporation’s 2000 Performance Award
\nPlan (the “Plan”) the following percentage(s) of the Retainer(s) and\/or Meeting
\nFees that will become payable to the Participant for services to be rendered
\nduring the year commencing January 1, _____ (the “Plan Year”) (fill in
\npercentage and initial your election):<\/p>\n
Retainer ____% (Fill in 0%, 25%, 50%, 75% or 100%)
\n Meeting Fees ____% (Fill in 0%, 25%, 50%, 75% or 100%)
\n Chairman’s Retainer ____% (Fill in 0%, 25%, 50%, 75% or 100%)<\/p>\n
Such amounts shall be credited in Stock Units in accordance with Section 10 of
\nthe 2000 Plan. Capitalized terms not otherwise defined herein shall have the
\nmeaning assigned to such terms in the 2000 Plan.<\/p>\n
2. Timing and Manner of Distribution of Stock Units. Participant
\n ———————————————-
\nhereby further irrevocably elects to receive a distribution of his or her vested
\nStock Units deferred, in accordance with the choice indicated below (check one
\nand initial the option you choose):<\/p>\n
[ ] ____ A single lump sum deliverable on the January 1 following his or her
\n termination of service on the Board; or<\/p>\n
[ ] ____ Substantially equal annual installments over ______ [specify number,
\n not to exceed five] years commencing on the January 1 following his or
\n her termination of service on the Board; or<\/p>\n
[ ] ____ A single lump sum deliverable on the earlier of January 1, ____ [fill
\n in a year that is not less than three years after the Plan Year1]or on
\n the January 1 following his or her termination of service on the
\n Board; or<\/p>\n
S-1<\/p>\n
[ ] ____ Substantially equal annual installments over _____ [specify number,
\n not to exceed five] years commencing on the earlier of January 1,
\n ______ [fill in a year that is not less than three years after the
\n Plan Year] or on the January 1 following his or her termination of
\n service on the Board; or<\/p>\n
[ ] ____ A single lump sum deliverable on the later of January 1, _____ [fill
\n in a year that is not less than three years after the Plan Year] or on
\n the January 1 following his or her termination of service on the
\n Board; or<\/p>\n
[ ] ____ Substantially equal annual installments over _____ [specify a number,
\n not to exceed five] commencing on the later of January 1, _____[fill
\n in a year that is not less than three years after the Plan Year] or on
\n the January 1 following his or her termination of service on the
\n Board.<\/p>\n
Distributions will be made on or as soon as administratively practicable after
\nthe specified delivery date.<\/p>\n
3. General Terms. The deferral in and vesting of Stock Units and
\n ————-
\nthis Agreement are subject to, and the Corporation and the Participant agree to
\nbe bound by, the applicable provisions of the 2000 Plan, incorporated herein by
\nthis reference. The Participant acknowledges receiving a copy of the 2000 Plan
\nand understanding its applicable provisions. Provisions of the Plan that grant
\nfurther discretionary authority to the Corporation, the Board or the Committee
\nshall not create any rights in the Participant, unless such rights are expressly
\nset forth herein.<\/p>\n
4. Effect of Agreement. This Agreement shall only be effective with
\n ——————-
\nrespect to the Retainer and fees for the Plan Year. The Participant and the
\nCorporation must enter into a separate Stock Unit Award Agreement in order to
\nprovide for the deferral of any Retainer or Meeting Fees in respect of future
\ncalendar years.<\/p>\n
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
\nand year first written above.<\/p>\n
CATELLUS DEVELOPMENT CORPORATION
\n “Corporation”<\/p>\n
By:_____________________________<\/p>\n
Title:__________________________<\/p>\n
S-2<\/p>\n
PARTICIPANT<\/p>\n
___________________________________
\n (Signature)<\/p>\n
___________________________________
\n (Print Name)<\/p>\n
___________________________________
\n (Address)<\/p>\n
___________________________________
\n (City, State, Zip Code)<\/p>\n
___________________________________
\n (Social Security Number)<\/p>\n
S-3<\/p>\n
CONSENT OF SPOUSE
\n —————–<\/p>\n
In consideration of the execution of the foregoing Director Stock Unit
\nAward Agreement, I, _________________, the spouse of the Participant herein
\nnamed, do hereby join with my spouse in executing the Agreement and do hereby
\nagree to be bound by all of the terms and provisions thereof and of the 2000
\nPlan and the General Provisions.<\/p>\n
DATED: _______________, 20___ ________________________________
\n Signature of Spouse<\/p>\n
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