{"id":38419,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2001-employee-stock-option-plan-salton-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2001-employee-stock-option-plan-salton-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2001-employee-stock-option-plan-salton-inc.html","title":{"rendered":"2001 Employee Stock Option Plan &#8211; Salton Inc."},"content":{"rendered":"<pre>\n                                  SALTON, INC.\n                         2001 EMPLOYEE STOCK OPTION PLAN\n\n\nTHE PLAN. Salton, Inc. (the \"Company\") hereby establishes the Salton, Inc. 2001\nEmployee Stock Option Plan (the \"Plan\") as set forth in this document, as it may\nbe amended from time to time. The Plan is effective as of the Effective Date.\n\n         SECTION 1. PURPOSE. The purposes of the Plan are to encourage employees\nof the Company and its Affiliates to acquire a proprietary and vested interest\nin the growth and performance of the Company and to increase their incentive to\ncontribute to the Company's future success and prosperity, thus enhancing the\nvalue of the Company for the benefit of shareowners, and enhancing the ability\nof the Company and its Affiliates to attract and retain individuals of\nexceptional talent upon whom, in large measure, the sustained progress, growth\nand profitability of the Company depends.\n\n         SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall\nhave the meanings set forth below:\n\n         (a) \"Affiliate\" shall mean (i) any Person that directly, or through one\nor more intermediaries, controls, or is controlled by, or is under common\ncontrol with, the Company or (ii) any entity in which the Company has a\nsignificant equity interest, as determined by the Committee.\n\n         (b) \"Alternative Tandem SAR\" shall mean a SAR issued in connection with\na related Option and (i) which is exercisable only within such time and to the\nextent that the related Option is exercisable, (ii) under which exercise of the\nSAR or applicable portion thereof will terminate the related Option or\napplicable portion thereof, and (iii) which will terminate upon and to the\nextent of exercise or termination of the related Option, except that an\nAlternative Tandem SAR granted with respect to less than the full number of\nShares covered by the related Option shall not be reduced until the exercise or\ntermination of the related Option exceeds the number of Shares not covered by\nthe Alternative Tandem SAR.\n\n         (c) \"Award\" shall mean any Option, SAR, Restricted Stock Award,\nPerformance Share, Performance Unit, Other Stock Unit Award, or any other right,\ninterest, or option relating to Shares granted pursuant to the provisions of the\nPlan.\n\n         (d) \"Award Agreement\" shall mean the written agreement, contract, or\nother instrument or document by which every Award shall be evidenced.\n\n         (e) \"Board\" shall mean the Board of Directors of the Company.\n\n         (f) \"Code\" shall mean the Internal Revenue Code of 1986, as amended\nfrom time to time.\n\n         (g) \"Committee\" shall mean the Compensation Committee of the Board.\n\n         (h) \"Company\" shall mean Salton, Inc.\n\n\n   2\n\n\n         (i) \"Cumulative Tandem SAR\" shall mean a SAR issued in connection with\na related Option and (i) which is exercisable only within such time and to the\nextent that the related Option is exercisable, (ii) which is exercised\nautomatically upon and to the extent of exercise of the related Option, and\n(iii) which provides payment in addition to the Shares delivered upon exercise\nof the related Option.\n\n         (j) \"Effective Date\" means December 13, 2000 the date this Plan is\nadopted by the Board.\n\n         (k) \"Employee\" shall mean any employee of the Company or of any\nAffiliate.\n\n         (l) \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as\namended.\n\n         (m) \"Fair Market Value\" shall mean, with respect to a Share, (i) the\nclosing price of the Shares on the New York Stock Exchange, or any other\nnational stock exchange on which the Shares are then traded, or if no such\nreported sale of Shares shall have occurred on such date, on the next preceding\ndate on which there was such a reported sale; or (ii) if the Shares are not\nlisted for trading on a national securities exchange or authorized for quotation\non the NASDAQ Stock Market's National Market, the average of the closing bid and\nasked prices as reported by the National Association of Securities Dealers\nAutomated Quotation System or, if no such prices shall have been reported for\nsuch date, on the next preceding date for which such prices were so reported.\n\n         (n) \"Freestanding SAR\" shall mean a SAR other than a Cumulative Tandem\nSAR or an Alternative Tandem SAR.\n\n         (o) \"Limited Right\" shall mean an Alternative Tandem SAR which is\nexercisable only for a limited period after a Change in Control as provided in\nSection 7(f).\n\n         (p) \"Mature Shares\" shall mean Shares to which the holder thereof has\ngood title, free and clear of all liens and encumbrances, and which such holder\neither (i) has held for at least six months or (ii) has purchased on the open\nmarket.\n\n         (q) \"Option\" shall mean any right granted to a Participant under the\nPlan allowing such Participant to purchase Shares at such price or prices and\nduring such period or periods as the Committee shall determine.\n\n         (r) \"Optionee\" shall mean any Participant to whom an Option has been\ngranted under the Plan.\n\n         (s) \"Option Price\" shall mean the per share purchase price of Shares\nsubject to an Option.\n\n         (t) \"Other Stock Unit Award\" shall mean any right granted to a\nParticipant by the Committee pursuant to Section 10 hereof.\n\n         (u) \"Participant\" shall mean an Employee who is selected by the\nCommittee to receive an Award under the Plan.\n\n         (v) \"Performance Award\" shall mean any Award of Performance Shares or\nPerformance Units pursuant to Section 9 hereof.\n\n\n   3\n\n\n         (w) \"Performance Period\" shall mean that period established by the\nCommittee at the time any Performance Award is granted or at any time thereafter\nduring which any performance goals specified by the Committee with respect to\nsuch Award are to be measured.\n\n         (x) \"Performance Share\" shall mean any grant pursuant to Section 9\nhereof of a unit valued by reference to a designated number of Shares, which\nvalue may be paid to the Participant by delivery of such property as the\nCommittee shall determine, including, without limitation, cash, Shares, or any\ncombination thereof, upon achievement of such performance goals during the\nPerformance Period as the Committee shall establish at the time of such grant or\nthereafter.\n\n         (y) \"Performance Unit\" shall mean any grant pursuant to Section 9\nhereof of a unit valued by reference to a designated amount of property other\nthan Shares, which value may be paid to the Participant by delivery of such\nproperty as the Committee shall determine, including, without limitation, cash,\nShares, or any combination thereof, upon achievement of such performance goals\nduring the Performance Period as the Committee shall establish at the time of\nsuch grant or thereafter.\n\n         (z) \"Permitted Transferee\" shall mean any member of the Immediate\nFamily of the Participant, any trust of which all of the primary beneficiaries\nare the Participant or members of the Immediate Family of a Participant, or any\npartnership of which all of the partners are the Participant or members of the\nImmediate Family of the Participant. For purposes of this definition, the\n\"Immediate Family\" of the Participant consists of the Participant's spouse,\nchildren, stepchildren, grandchildren, parents, stepparents, siblings,\ngrandparents, nieces and nephews.\n\n         (aa) \"Person\" shall mean any individual, corporation, partnership,\nassociation, joint-stock company, trust, unincorporated organization, or\ngovernment or political subdivision thereof.\n\n         (bb) \"Reload Option\" shall mean an Option granted pursuant to Section\n6(k) hereof.\n\n         (cc) \"Restricted Stock\" shall mean any Share issued with the\nrestriction that the holder may not sell, transfer, pledge, or assign such Share\nand with such other restrictions as the Committee, in its sole discretion, may\nimpose (including, without limitation, any restriction on the right to vote such\nShare, and the right to receive any cash dividends), which restrictions may\nlapse separately or in combination at such time or times, in installments or\notherwise, as the Committee may deem appropriate.\n\n         (dd) \"Restricted Stock Award\" shall mean an Award of Restricted Stock\npursuant to Section 8 hereof.\n\n         (ee) \"SAR\" shall mean any right granted to a Participant pursuant to\nSection 7 hereof to receive, upon exercise by the Participant, an amount equal\nto the number of Shares with respect to which the right is granted multiplied by\nthe excess of (i) the Fair Market Value of one Share on the date of exercise or,\nif the Committee shall so determine in the case of any such right, at any time\nduring a specified period before the date of exercise, over (ii) the grant price\nof the right as specified by the Committee.\n\n         (ff) \"Shares\" shall mean shares of the common stock of the Company.\n\n         (gg) \"Tandem SAR\" shall mean an Alternative Tandem SAR or a Cumulative\nTandem SAR.\n\n\n   4\n\n\n         SECTION 3. ADMINISTRATION.\n\n         (a) General. The Plan shall be administered by the Committee. A\nmajority of the members of the Committee may determine its actions and fix the\ntime and place of its meetings. The Committee may appoint agents (who may be\nemployees of the Company) to assist in the administration of the Plan, and may\nauthorize such persons to execute agreements or other documents on its behalf.\nThe Committee may employ such legal counsel, consultants and agents as it may\ndeem desirable for the administration of the Plan, and may rely upon any opinion\nreceived from any such counsel or consultant and any computation received from\nany such consultant or agent. All expenses incurred in the administration of the\nPlan, including for the engagement of any counsel, consultant or agent, shall be\npaid by the Company. No member of the Committee shall be liable for any action\nor determination made with respect to the Plan or any Award.\n\n         (b) Power and Authority of Committee. The Committee shall have full\npower and authority, in its sole discretion subject to the provisions of the\nPlan, to:\n\n              (i) determine the Employees of the Company and its Affiliates to\n         whom Awards may from time to time be granted hereunder;\n\n              (ii) determine the type or types of Award to be granted to each\n         Participant hereunder;\n\n              (iii) determine the number of Shares or other amount to be covered\n         by each Award granted hereunder, subject to the limitations of Section\n         4.\n\n              (iv) determine the terms and conditions, not inconsistent with the\n         provisions of the Plan, of any Award granted hereunder;\n\n              (v) determine whether, to what extent and under what circumstances\n         Awards may be settled in cash, Shares or other property or canceled or\n         suspended;\n\n              (vi) determine whether, to what extent and under what\n         circumstances cash, Shares and other property and other amounts payable\n         with respect to an Award under this Plan shall be deferred either\n         automatically or at the election of the Participant;\n\n              (vii) determine the existence or nonexistence of any fact or\n         status relevant to Awards or the rights of Participants thereunder,\n         including without limitation whether a Termination of Employment occurs\n         by reason of cause, retirement, death or disability;\n\n              (viii) construe and interpret the Plan, any Award Agreement, and\n         any other instrument or agreement entered into under the Plan;\n\n              (ix) adjust performance award criteria or the terms and conditions\n         of other Awards in recognition of unusual or nonrecurring events\n         affecting the Company or its financial statements or changes in\n         applicable laws, regulations or accounting principles;\n\n              (x) make such other determinations and waive such requirements as\n         may be required or permitted by Sections 6, 7, 8, 9, 10 and 11 or other\n         provisions of the Plan;\n\n\n   5\n\n\n              (xi) administer the Plan and establish such rules and regulations,\n         approve and prescribe such forms, and appoint such agents as it shall\n         deem appropriate for the proper administration of the Plan;\n\n              (xii) correct any defect, supply any omission or reconcile any\n         inconsistency in the Plan or any Award in the manner and to the extent\n         it shall deem desirable to carry it into effect;\n\n              (xiii) make any other determination and take any other action that\n         the Committee deems necessary or desirable for administration of the\n         Plan.\n\nIn making such determinations, the Committee may take into consideration the\nvalue of the services rendered by the respective individuals, their present and\npotential contributions to the success of the Company and its Affiliates and\nsuch other factors which the Committee may deem relevant in accomplishing the\npurposes of the Plan. The Committee's determinations under the Plan need not be\nuniform. The Committee may make such determinations selectively among persons\nwho receive, or are eligible to receive, Awards (whether or not such persons are\nsimilarly situated). Decisions of the Committee shall be final, conclusive and\nbinding upon all Persons, including the Company, any Participant, any\nstockholder, and any employee of the Company or of any Affiliate.\n\n         SECTION 4. SHARES SUBJECT TO THE PLAN.\n\n         (a) Aggregate Limit. Subject to adjustment as provided in Section 15(h)\na total of 900,000 Shares are reserved for grant pursuant to Awards under the\nPlan. Any Shares issued hereunder may consist, in whole or in part, of\nauthorized and unissued Shares or treasury Shares. Shares shall be charged\nagainst the foregoing limit upon the grant of each Award (other than a\nPerformance Unit or Other Stock Unit not denominated in Shares) but if such\nShares are thereafter forfeited or such Award otherwise terminates without the\nissuance of such Shares or of other consideration in lieu of such Shares, the\nShares so forfeited or related to the terminated portion of such Award shall be\nrestored to the foregoing limit and shall again be available for Awards under\nthe Plan. If Shares are applied to pay the Option Price upon exercise of an\nOption or to pay federal, state and local taxes upon exercise of an Option or\nother receipt of payment under an Award, the Shares so applied shall be added to\nthe foregoing limit and shall be available for Awards under the Plan.\n\n         (b) Individual Annual Limits. Awards to any one individual in any one\ncalendar year shall be subject to the following limits:\n\n              (i) Options. The maximum number of Shares with respect to which\n         Options may be granted during a calendar year to any Participant is\n         100,000 Shares; provided, however, that if Reload Options are granted,\n         the limitation of this subsection shall be equal to the sum of 100,000\n         Shares plus the number of Shares subject to Reload Options granted to\n         the Participant in such year, but in no event more than 200,000 Shares;\n\n              (ii) SARs. The maximum number of SARs (other than Alternative\n         Tandem SARs) that may be granted during a calendar year to any\n         Participant is 100,000;\n\n              (iii) Aggregate Options and SARs. The sum of the number of Shares\n         with respect to which Options may be granted and the number of SARs\n         (other than Alternative Tandem \n\n\n   6\n\n\n         SARs) that may be granted in total during a calendar year to any\n         Participant is 100,000; provided, however, that if Reload Options are\n         granted and if Cumulative Tandem SARs are granted with respect to the\n         Reload Options, the limitation of this subsection shall be equal to the\n         sum of 100,000 plus the number of Cumulative Tandem SARs granted with\n         respect to Reload Options to the Participant in such year, but in no\n         event more than 200,000;\n\n              (iv) Other Share-Denominated Awards. The maximum number of Shares\n         with respect to which Restricted Stock, Performance Shares, and Other\n         Stock Units denominated in Shares in total may be granted during a\n         calendar year to any Participant is 100,000 Shares;\n\n              (v) Dollar-Denominated Awards. The maximum dollar amount of\n         compensation that may be represented by Performance Units and Other\n         Stock Units not denominated in Shares awarded during calendar year to\n         any Participant is 150% of the Participant's annual base salary in\n         effect on the date of the award multiplied by the number of years (and\n         fractions thereof) in the Performance Period for Performance Units; and\n\n              (vi) Alternative Tandem SARs. Alternative Tandem SARs shall be\n         subject to the limit on the Shares covered by the Options to which the\n         Alternative Tandem SARs relate.\n\n         SECTION 5. ELIGIBILITY. The Committee may grant Awards to any Employee\n(excluding any member of the Committee), provided, that at least a majority of\nthe shares of stock or shares of stock underlying options awarded pursuant to\nthe Plan during the three-year period commencing on the date the Plan is adopted\nby the Company must be awarded to employees who are not officers or directors of\nthe Company. An Employee may be granted more than one Award, but only on the\nterms and subject to the restrictions hereinafter set forth.\n\n         SECTION 6. STOCK OPTIONS.\n\n         (a) Issuance. The Committee may grant Options hereunder to Participants\neither alone or in addition to other Awards granted under the Plan. All Options\nshall be nonstatutory stock options.\n\n         (b) Award Agreements. Any Option granted to a Participant under the\nPlan shall be evidenced by an Award Agreement in such form as the Committee may\nfrom time to time approve. The Committee may require that any Participant shall,\nas consideration for the grant of the Option, agree in writing to remain in the\nemploy of the Company or of one of Affiliates, at the pleasure of the Company or\nof such Affiliate, for at least one (1) year from the date of the granting of\nsuch Option or until earlier termination of the Participant's employment\neffected or approved by the Company or by such Affiliate, in which event if the\nParticipant violates such agreement, any Options still held by such person at\nthe time of such violation shall automatically terminate. The Committee may\nwaive this requirement in the case of any Participant. Any Option shall also be\nsubject to the following terms and conditions and to such additional terms and\nconditions, not inconsistent with the provisions of the Plan, as the Committee\nshall deem desirable.\n\n         (c) Date of Granting of Options. The date of grant of a Reload Option\nshall be determined in accordance with Section 6(j)(v). The date of grant of all\nother Options shall be the date designated by the Committee as the date of\ngrant, provided that in no event shall the date of grant be earlier than the\ndate on which the Committee approves the grant.\n\n\n   7\n\n\n         (d) Option Price. The Option Price per Share shall be determined by the\nCommittee in its sole discretion; provided that the Option Price shall not be\nless than 100% of the Fair Market Value of a Share on the date of the grant of\nthe Option. The proceeds received by the Company from the sale of Shares subject\nto an Option shall be added to the general funds of the Company and used for its\ncorporate purposes.\n\n         (e) Option Period. The term of each Option shall be fixed by the\nCommittee in its sole discretion and set forth in the Award Agreement, provided\nthat the Option and any related SAR shall not be exercisable after the\nexpiration of ten years from the date the Option was granted.\n\n         (f) Exercisability. Options shall be exercisable either in full or in\ninstallments at such time or times as determined by the Committee at or\nsubsequent to grant, and set forth in the Award Agreement; provided that the\nCommittee may in its sole discretion subsequent to grant waive any restriction\non the exercise of an Option.\n\n         (g) Method of Exercise. An Option shall be exercised by the delivery to\nthe Company (or an agent of the Company) during the period in which such Option\nis exercisable of (x) written notice of exercise in a form acceptable to the\nCommittee for a specific number of Shares subject to the Option and (y) payment\nin full of the Option Price of such specific number of Shares. Payment for the\nShares with respect to which an Option is exercised may be made by any one or\nmore of the following means:\n\n              (i) cash, negotiable personal check or electronic funds transfer;\n\n              (ii) the Committee in its sole discretion may permit payment\n         through tender of Mature Shares, valued at their Fair Market Value on\n         the date of exercise; provided that the Committee may impose whatever\n         restrictions it deems necessary or desirable with respect to such\n         method of payment;\n\n              (iii) the Committee in its sole discretion may permit payment by\n         submitting acceptable certification to the Committee of the ownership\n         of Mature Shares, valued at their Fair Market Value on the date of\n         exercise; in which event the Shares issued to the Optionee for the\n         portion of any Option so exercised shall not exceed the number of\n         Shares covered by such portion of the Option less the number of Shares\n         for which proof of ownership is submitted in full or partial payment;\n         or\n\n              (iv) the Committee in its sole discretion may permit payment\n         through the sale of the Shares acquired on exercise of the Option\n         through a broker-dealer to whom the Optionee has submitted an\n         irrevocable notice of exercise and irrevocable instructions to deliver\n         promptly to the Company the amount of sale or loan proceeds sufficient\n         to pay for such Shares, together with, if requested by the Committee,\n         the amount of federal, state, local or foreign withholding taxes\n         payable by Optionee by reason of such exercise.\n\n         (h) Form of Settlement. In its sole discretion, the Committee may\nprovide, at the time of grant, that the Shares to be issued upon an Option's\nexercise shall be in the form of Restricted Stock or other similar securities,\nor may reserve the right so to provide after the time of grant.\n\n         (i) Discretionary Share Withholding. The Committee in its sole\ndiscretion may provide that when taxes are to be withheld in connection with the\nexercise of an Option by delivering Shares \n\n\n   8\n\n\nin payment of the exercise price, or an exercise of an SAR for stock, or upon\nthe lapse of restrictions on Restricted Stock received upon the exercise of an\nOption (the date on which such exercise occurs or such restrictions lapse\nhereinafter referred to as the \"Tax Date\"), the Optionee may elect to make\npayment for the withholding of federal, state and local taxes, including Social\nSecurity and Medicare (\"FICA\") taxes, up to the Optionee's marginal tax rate, by\none or both of the following methods:\n\n              (i) delivering part or all of the payment in previously-owned\n         Mature Shares (which shall be valued at their Fair Market Value on the\n         Tax Date);\n\n                  (ii) requesting the Company to withhold from those Shares that\n         would otherwise be received upon exercise of the Option, upon exercise\n         of an SAR for stock, or upon the lapse of restrictions on Restricted\n         Stock, a number of Shares having a Fair Market Value on the Tax Date\n         equal to the amount to be withheld.\n\nThe Committee in its sole discretion may provide that the amount of tax\nwithholding to be satisfied by withholding Shares from the Option exercise shall\nbe the minimum amount of taxes, including FICA taxes, required to be withheld\nunder federal, state and local law, or shall be the entire amount of taxes,\nincluding FICA taxes, required to be paid by Optionee under federal, state and\nlocal law. An election by Optionee under this subsection is irrevocable. Any\nfractional share amount and any additional withholding not paid by the\nwithholding or surrender of Shares must be paid in cash. If no timely election\nis made, cash must be delivered to satisfy all tax withholding requirements.\n\n         (j) Reload Options. In connection with Options, including newly-granted\nOptions or outstanding Options granted under the Plan, the Committee may provide\nthat an Optionee has the right to a Reload Option, which except as otherwise\nprovided by the Committee shall be subject to the following terms and\nconditions:\n\n              (i) Grant of the Reload Option; Number of Shares, Price. Subject\n         to paragraphs (ii) and (iii) of this subsection and to the availability\n         of Shares to be optioned under the Plan, if a Participant has an Option\n         (the \"Original Option\") with reload rights and pays the Option Price by\n         surrendering Shares or certifying to the ownership of Shares, or if\n         Shares are withheld or surrendered for tax withholding, the Participant\n         shall receive a Reload Option for the number of Shares so surrendered,\n         certified or withheld with an Option Price equal to the Fair Market\n         Value of a Share on the date of the exercise of the Original Option.\n\n              (ii) Minimum Purchase and Other Requirements. A Reload Option will\n         be granted only if the exercise of the Original Option is an exercise\n         of at least 25% of the total number of Shares granted under the\n         original option (or an exercise of all the Shares remaining under the\n         original option if less than 25% of the Shares remain to be exercised),\n         and the Participant is an employee of the Company or an Affiliate on\n         the date of exercise of the Original Option.\n\n              (iii) Term of Option. The Reload Option shall expire on the same\n         date as the Original Option.\n\n              (iv) Date of Grant, Vesting. The date of grant of the Reload\n         Option shall be the date of the exercise of the Original Option. The\n         Reload Option shall be exercisable in full beginning one year from date\n         of grant.\n\n\n   9\n\n\n              (v) Other Terms and Conditions. Except as otherwise provided in\n         this subsection, all the provisions of the Plan shall apply to Reload\n         Options.\n\n         SECTION 7. STOCK APPRECIATION RIGHTS.\n\n         (a) Issuance. The Committee may grant SARs hereunder to Participants\neither alone or in addition to other Awards granted under the Plan. Such SARs\nmay, but need not, be Tandem SARs relating to a specific Option granted under\nSection 6. Any Tandem SAR related to an Option may be granted at the same time\nsuch Option is granted or at any time thereafter before exercise or expiration\nof such Option. The Committee may impose such conditions or restrictions on the\nexercise of any SAR as it shall deem appropriate.\n\n         (b) Award Agreements. Any SAR granted to a Participant under the Plan\nshall be evidenced by an Award Agreement in such form as the Committee may\napprove (and which in the case of a Tandem SAR may be combined with the Award\nAgreement under which the related Option is granted) and shall contain such\nterms and conditions not inconsistent with other provisions of the Plan as shall\nbe determined from time to time by the Committee.\n\n         (c) Grant Price. The grant price of a SAR shall be determined by the\nCommittee in its sole discretion; provided that the grant price shall not be\nless than the lesser of 100% of the Fair Market Value of a Share on the date of\nthe grant of the SAR, or the Option Price under the Option to which the SAR\nrelates.\n\n         (d) Exercise and Payment. Upon the exercise of SARs, an Optionee shall\nbe entitled to receive the value thereof. The Fair Market Value of a Share on\nthe date of exercise of SARs shall be determined in the same manner as the Fair\nMarket Value of a Share on the date of grant of an Option is determined. SARs\nshall be deemed exercised on the date written notice of exercise in a form\nacceptable to the Committee is received by the Secretary of the Company. Unless\nthe Award Agreement provides otherwise or reserves to the Committee or the\nParticipant or both the right to defer payment, the Company shall make payment\nin respect of any SAR within five (5) days of the date the SAR is exercised. Any\npayment by the Company in respect of a SAR may be made in cash, Shares, other\nproperty, or any combination thereof, as the Committee, in its sole discretion,\nshall determine.\n\n         (e) Tandem SARs. Each Award Agreement evidencing Tandem SARs shall\nclearly identify the Options to which it relates and the Tandem SAR shall be\nsubject to the following terms and conditions unless the Committee determines\notherwise:\n\n              (i) A Tandem SAR shall expire no later than the expiration of the\n         related Option.\n\n              (ii) A Tandem SAR shall be transferable only to the extent that\n         the related Option is transferable pursuant to Section 12.\n\n              (iii) A Tandem SAR shall be exercisable at such time or times and\n         only to the extent that the related Option is exercisable, and may be\n         subject to further limitations on exercise as determined by the\n         Committee.\n\n\n   10\n\n\n         (f) Grant of Limited Rights.\n\n              (i) The Committee in its sole discretion may grant Limited Rights\n         upon or after the grant of any Option under the Plan. Each Limited\n         Right shall be identified with a share of Stock subject to an Option of\n         the Optionee. The number of Limited Rights granted to a Optionee shall\n         equal the number of Shares subject to the Option with which such\n         Limited Rights are identified. Upon the exercise, expiration,\n         termination, forfeiture, or cancellation of an Optionee's Option, the\n         Optionee's associated Limited Rights shall terminate.\n\n              (ii) Limited Rights shall become exercisable upon the occurrence\n         of a Change of Control. Limited Rights shall be exercised by delivery\n         to the Company, within 90 days after the date of such Change of\n         Control, of written notice of intent to exercise specific Limited\n         Rights. The exercise of Limited Rights shall result in the cancellation\n         of the Option with which such Limited Rights are identified, to the\n         extent of such exercise.\n\n              (iii) The Company shall notify all Optionees of the occurrence of\n         a Change of Control promptly after its occurrence, but any failure of\n         the Company so to notify shall not deprive any Optionee of any rights\n         accruing hereunder by virtue of a Change of Control. Any such failure\n         of the Company shall, if an Optionee does not otherwise know of the\n         Change of Control, automatically extend the 90-day period specified\n         above until 90 days after the Company notifies such Optionee or such\n         Optionee otherwise knows of the Change of Control, whichever first\n         occurs, but in no event beyond the maximum term of the identified\n         Option specified in the applicable Award Agreement.\n\n              (iv) Within five business days after the exercise of any Limited\n         Rights, the Company shall pay to the Optionee, in cash (except that the\n         Committee may cause the Company to pay such amount in Shares if it\n         determines that a payment in cash would cause transaction to be\n         ineligible for pooling of interests accounting), an amount equal to the\n         difference between (A) the Change of Control Value, and (B) the Option\n         Price of the Option.\n\n              (v) \"Change of Control Value\" shall mean the greater of (A) the\n         highest Fair Market Value of a Share during the 180-day period\n         preceding the date of the Company's receipt of notice of exercise of\n         Limited Rights, or (B) the cash amount (or fair cash value, as\n         determined by the Committee in its sole discretion, of consideration\n         other than cash), payable in respect of a Share to holders of Shares in\n         connection with the Change of Control.\n\n         (g) Other Limitations. The Committee may at any time impose any other\nlimitations upon the exercise of SARs which, in the Committee's sole discretion,\nare necessary or desirable in order to comply with Section 16(b) of the Exchange\nAct and the rules and regulations thereunder, or in order to obtain any\nexemption therefrom.\n\n         SECTION 8. RESTRICTED STOCK.\n\n         (a) Issuance. The Committee may issue Restricted Stock Awards hereunder\nto Participants, for no cash consideration or for such minimum consideration as\nmay be required by applicable law, either alone or in addition to other Awards\ngranted under the Plan. The granting of Restricted Stock shall take place on the\ndate the Committee determines to grant the Restricted Stock.\n\n         (b) Registration. Any Restricted Stock issued hereunder may be\nevidenced in such manner as the Committee in its sole discretion shall deem\nappropriate, including, without limitation, book-entry registration or issuance\nof a stock certificate or certificates. In the event any stock \n\n\n   11\n\n\ncertificate is issued in respect of shares of Restricted Stock awarded under the\nPlan, such certificate shall be registered in the name of the Participant, shall\nbear an appropriate legend referring to the terms, conditions, and restrictions\napplicable to such Award, and shall be held in escrow by the Company. The\nParticipant shall execute a stock power or powers assigning the Shares of\nRestricted Stock back to the Company, which stock powers shall be held in escrow\nby the Company and used only in the event of the forfeiture of any of the Shares\nof Restricted Stock.\n\n         (c) Forfeiture. Except as otherwise determined by the Committee, no\nRestricted Stock shall become free of restrictions prior to the date of the\nfirst anniversary of the grant of the Restricted Stock. Unrestricted Shares,\nevidenced in such manner as the Committee shall deem appropriate, shall be\nissued to the Optionee promptly upon lapse of the period of forfeiture, as\ndetermined or modified by the Committee.\n\n         (d) Share Withholding. The Committee in its sole discretion may provide\nthat a Participant who recognizes income under the federal income tax by reason\nof the lapsing of restrictions on Shares of Restricted Stock may elect Share\nwithholding pursuant to Section 6(j).\n\n         SECTION 9. PERFORMANCE AWARDS.\n\n         (a) Issuance. The Committee may issue Performance Awards hereunder to\nParticipants, for no cash consideration or for such minimum consideration as may\nbe required by applicable law, either alone or in addition to other Awards\ngranted under the Plan. Except as provided in Section 13, Performance Awards\nwill be paid only after the end of the relevant Performance Period. Performance\nAwards may be paid in cash, Shares, other property or any combination thereof,\nin the sole discretion of the Committee at the time of payment. Performance\nAwards may be paid in a lump sum or in installments following the close of the\nPerformance Period or, in accordance with procedures established by the\nCommittee, on a deferred basis.\n\n         (b) Performance Measures. Unless and until the Committee proposes for\nstockholder vote and stockholders approve a change in the general performance\nmeasures set forth in this Section, the attainment of which shall determine the\ndegree of payout and\/or vesting with respect to Awards, the performance\nmeasure(s) to be used for purposes of such Awards shall be chosen from among the\nfollowing:\n\n              (i) Earnings either in the aggregate or on a per-share basis,\n         before or after taxes, before or after depreciation and amortization,\n         and before or after interest expense;\n\n              (ii) Net income (before or after taxes);\n\n              (iii) Operating income;\n\n              (iv) Cash flow;\n\n              (v) Return measures (including return on assets, equity, or\n         sales);\n\n              (vi) Share price (including growth measures and total stockholder\n         return or attainment by the Shares of a specified value for a specified\n         period of time);\n\n\n   12\n\n\n              (vii) Reductions in expense levels in each case where applicable\n         determined either in a Company-wide basis or in respect of any one or\n         more business units;\n\n              (viii) Net economic value; or\n\n              (ix) Economic value added\n\n         The degree of attainment of the preestablished performance goals\nrequired for an Award and the amounts of Awards may not be adjusted after the\nAward is granted, except that the Committee may retain the discretion to\ndecrease the amount of an Award.\n\n         SECTION 10. OTHER STOCK UNIT AWARDS.\n\n         (a) Stock and Administration. The Committee may grant other Awards of\nShares and other Awards that are valued in whole or in part by reference to, or\nare otherwise based on, Shares or other property (\"Other Stock Unit Awards\")\nhereunder to Participants, either alone or in addition to other Awards granted\nunder the Plan. Other Stock Unit Awards may be paid in Shares, cash or any other\nform of property as the Committee shall determine. Subject to the provisions of\nthe Plan, the Committee shall have sole and complete authority to determine the\nEmployees of the Company and its Affiliates to whom and the time or times at\nwhich such Awards shall be made, the number of Shares to be granted pursuant to\nsuch Awards, and all other conditions of the Awards, which may include, without\nlimitation, attainment of goals based upon the performance measures set forth in\nSection 9(b). The provisions of Other Stock Unit Awards need not be the same\nwith respect to each recipient.\n\n         (b) Terms and Conditions. Subject to the provisions of this Plan and\nany applicable Award Agreement, Shares subject to Awards made under this Section\n10 may not be sold, assigned, transferred, pledged or otherwise encumbered prior\nto the date on which the Shares are issued, or, if later, the date on which any\napplicable restriction, performance or deferral period lapses. Shares granted\nunder this Section 10 may be issued for no cash consideration or for such\nminimum consideration as may be required by applicable law.\n\n         SECTION 11. TERMINATION OF EMPLOYMENT.\n\n         Except as otherwise provided in this Section, all Awards not vested\nshall terminate upon a Participant's Termination of Employment. For purposes of\nthis Section, a Participant's Termination of Employment occurs on the last day\non which the Participant performs services for the Company or an Affiliate as an\nemployee; or earlier on the date on which an Affiliate which employs the\nParticipant ceases to be an Affiliate (unless the Participant continues to be\nemployed by the Company or an Affiliate which continues to be an Affiliate).\n\n         (a) Options and SARs.\n\n                  (i) Except as otherwise provided in this Section, upon a\n         Participant's Termination of Employment, all Options and SARs not\n         vested and exercisable immediately before such Termination of\n         Employment shall terminate and no Option or SAR may be exercised after\n         such Termination of Employment.\n\n\n   13\n\n\n                  (ii) If Termination of Employment occurs for a reason other\n         than retirement, death, disability or cause, Options and SARS which\n         were vested and exercisable immediately before such Termination of\n         Employment shall remain exercisable for a period of 90 days following\n         such Termination of Employment (but not for more than ten years from\n         the grant date of the Option) and shall then terminate.\n\n                  (iii) If Termination of Employment occurs by reason of\n         retirement, death or disability, Options and SARS which were vested and\n         exercisable immediately before such Termination of Employment shall\n         remain exercisable for a period of one year following such Termination\n         of Employment (but not for more than ten years from the grant date of\n         the Option) and shall then terminate.\n\n         (b) Restricted Stock. Except as otherwise provided in this Section,\n     upon a Participant's Termination of Employment, all Shares of Restricted\n     Stock still subject to restrictions shall be forfeited by the Participant\n     (and the Participant shall sign any document and take any other action\n     required to assign such Shares back to the Company) and reacquired by the\n     Company.\n\n         (c) Performance Awards:\n\n                  (i) If Termination of Employment occurs during a Performance\n         Period for a reason other than retirement, disability or death, all\n         Performance Awards shall be forfeited upon such Termination of\n         Employment.\n\n                  (ii) If Termination of Employment occurs during a Performance\n         Period by reason of retirement, disability or death, the Participant\n         shall be entitled to payment at or after conclusion of the Performance\n         Period in accordance with the terms of the Award of that portion of the\n         Performance Award equal to the amount that would be payable if the\n         Participant continued in employment for the remainder of the\n         Performance Period multiplied by a fraction, the numerator of which is\n         the number of days in the Performance Period preceding such Termination\n         of Employment and the denominator of which is the total number of days\n         in the Performance Period.\n\n         (d) Waiver by Committee. Notwithstanding the foregoing provisions of\n     this Section, the Committee may in its sole discretion as to all or part of\n     any Award as to any Participant, at the time the Award is granted or\n     thereafter, determine that Awards shall become exercisable or vested upon a\n     Termination of Employment, determine that Awards shall continue to become\n     exercisable or vested in full or in installments after Termination of\n     Employment, extend the period for exercise of Options or SARs following\n     Termination of Employment (but not beyond ten years from the date of grant\n     of the Option or SAR), or provide that any Performance Award shall in whole\n     or in part not be forfeited upon such Termination of Employment.\n\n         SECTION 12. TRANSFERABILITY OF AWARDS\n\n         (a) No Award shall be transferable by the Participant otherwise than\nupon death by will or under the applicable laws of descent and distribution;\nexcept that a Participant may, by written instrument in a manner specified by\nthe Committee in the Award Agreement or thereafter, designate in writing a\nbeneficiary to exercise an Option or otherwise receive payment under any Award\nafter \n\n\n   14\n\n\nthe death of the Participant. The Committee in its sole discretion may authorize\nthe transfer of an Option for no consideration to a Permitted Transferee. If an\nOption is transferred under this Section, any Tandem SAR related to such Option\nshall be automatically transferred together with such Option.\n\n         (b) Following the transfer of an Option to a Permitted Transferee, the\nPermitted Transferee shall have all of the rights and obligations of the\nParticipant to whom the Option was granted and such Participant shall not retain\nany rights with respect to the transferred Option, except that (i) the payment\nof any tax attributable to the exercise of the Option shall remain the\nobligation of the Participant, and (ii) the period during which the Option shall\nbecome exercisable or remain exercisable under Section 11 shall depend on the\nemployment status of the original Optionee.\n\n         (c) If for any reason an Option or SAR is exercised by a person other\nthan the original Participant, or payment or distribution under any other Award\nis to be made to a person other than the original Participant, the person\nexercising or receiving payment or distribution under such Award shall, as a\ncondition to such exercise or receipt, supply the Committee with such evidence\nas the Committee may reasonably require to establish the identity of such person\nand such person's right to exercise or receive payment or distribution under\nsuch Award.\n\n         (d) No Award shall be assigned, negotiated or pledged in any way\n(whether by operation of law or otherwise) except as permitted by Section 12(a),\nand no Award shall be subject to execution, attachment or similar process.\n\n         SECTION 13. CHANGE IN CONTROL.\n\n         (a) In order to maintain the Participants' rights in the event of any\nChange in Control of the Company, as hereinafter defined, the Committee, as\nconstituted before such Change in Control, may, in its sole discretion, as to\nany Award, either at the time an Award is made hereunder or any time thereafter,\ntake any one or more of the following actions: (i) provide for the acceleration\nof any time periods relating to the exercise or realization of any such Award so\nthat such Award may be exercised or realized in full on or before a date fixed\nby the Committee; (ii) provide for the purchase of any such Award with or\nwithout the Participant's consent for an amount of cash equal to the amount that\ncould have been attained upon the exercise of such Award or realization of the\nParticipant's rights had such Award been currently exercisable or payable or\nexercisable or payable during a stipulated period prior to the Change of\nControl; (iii) make such adjustment to any such Award then outstanding as the\nCommittee deems appropriate to reflect such Change in Control; or (iv) cause any\nsuch Award then outstanding to be assumed, or new rights substituted therefor,\nby the acquiring or surviving corporation after such Change in Control. The\nCommittee may, in its discretion, include such further provisions and\nlimitations respecting a Change in Control in any Award Agreement as it may deem\nequitable and in the best interests of the Company.\n\n         (b) A \"Change in Control\" shall be deemed to have occurred if:\n\n                  (i) for any reason at any time less than seventy-five percent\n         (75%) of the members of the Board shall be individuals who fall into\n         any of the following categories: (A) individuals who were members of\n         the Board on the Effective Date; or (B) individuals whose election, or\n         nomination for election by the Company's stockholders (other than an\n         election or nomination of an individual (an \"Excluded Individual\")\n         whose initial assumption of office in connection with an actual or\n         threatened \"election contest\" relating to the election of the directors\n         of the Company \n\n\n   15\n\n\n         (as such term is used in Rule 14a-11 under the Exchange Act), a \"tender\n         officer\" (as such term is used in Section 14(d) of the Exchange Act) or\n         a proposed transaction described in (iii) below) was approved by a vote\n         of at least seventy-five percent (75%) of the members of the Board then\n         still in office who were members of the Board on the Effective Date; or\n         (C) individuals (other than Excluded Individuals) whose election, or\n         nomination for election, by the Company's stockholders, was approved by\n         a vote of at least seventy-five percent (75%) of the members of the\n         Board then still in office who were elected in the manner described in\n         (A) or (B) above; or\n\n                  (ii) any \"person\" (as such term is used in Sections 13(d) and\n         14(d)(2) of the Exchange Act) or \"group\" (as such term is defined in\n         Sections 3(a)(9) and 13(d)(3) of the Exchange Act) shall have become\n         after the Effective Date, according to a public announcement or filing,\n         the \"beneficial owner\" (as defined in Rule 13d-3 under the Exchange\n         Act), directly or indirectly, of securities of the Company representing\n         thirty-five percent (35%) or more (calculated in accordance with Rule\n         13d-3) of the combined voting power of the Company's then outstanding\n         voting securities; or\n\n                  (iii) the stockholders of the Company shall have approved a\n         merger, consolidation or dissolution of the Company, or a sale, lease,\n         exchange or disposition of all or substantially all of the Company's\n         assets, if persons who were the beneficial owners of the combined\n         voting power of the Company's voting securities immediately before any\n         such merger, consolidation, dissolution, sale, lease, exchange or\n         disposition do not immediately thereafter beneficially own, directly or\n         indirectly, in substantially the same proportions, more than 60% of the\n         combined voting power of the corporation resulting from any such\n         transaction.\n\n         (c) Notwithstanding any other provision of the Plan to the contrary,\n(i) in the event that the consummation of a Change in Control is contingent on\nusing pooling of interests accounting methodology, the Committee may take any\naction necessary to preserve the use of pooling of interests accounting, and\n(ii) if the Committee determines, in its discretion exercised prior to a sale or\nmerger of the Company (whether or not in connection with a Change in Control)\nthat in the Committee's judgment is reasonably likely to occur, that the\nexercise of Awards would preclude the use of pooling-of-interests accounting\n(\"pooling\") after the consummation of such sale or merger and that such\npreclusion of pooling would have a material adverse effect on such sale or\nmerger, the Committee may (A) unilaterally cancel such Awards prior to the sale\nor merger in consideration for reasonably equivalent value, (B) cause the\nCompany to pay the benefit attributable to such Awards in the form of Shares if\nthe Committee determines that such payment would not cause the transaction to\nbecome ineligible for pooling, (C) defer the payment, distribution or exercise\ndate of any Award, or (D) substitute another form of Award of reasonably\nequivalent value; in each case to the extent that the Committee determines that\nsuch cancellation, payment, deferral or substitution would not cause the\ntransaction to become ineligible for pooling; and only in each case to the\nminimum extent reasonably necessary to cause the transaction to become eligible\nfor pooling.\n\n\n   16\n\n\n         SECTION 14. AMENDMENTS AND TERMINATION. The Board may amend, alter or\ndiscontinue the Plan, but no amendment, alteration, or discontinuation shall be\nmade that would impair the rights of a Participant under an Award theretofore\ngranted without the Participant's consent except as required to comply with\nsecurities, tax or other laws.\n\n         The Committee may amend the terms of any Award theretofore granted,\nprospectively or retroactively, but no such amendment shall adversely affect the\nrights of any Participant without the Participant's consent, except as provided\nin subsection 9(b) or subsection 12(c) or except as required to comply with\nsecurities, tax or other laws. The Committee may also substitute new Awards for\nAwards previously granted to Participants, including without limitation\npreviously granted Options having higher Option prices.\n\n         SECTION 15.  GENERAL PROVISIONS.\n\n         (a) The term of each Award shall be for such period of months or years\nfrom the date of its grant as may be determined by the Committee; provided that\nin no event shall the term of any Option or any SAR exceed a period of ten (10)\nyears from the date of its grant.\n\n         (b) No Employee or Participant shall have any claim to be granted any\nAward under the Plan and there is no obligation for uniformity of treatment of\nEmployees or Participants under the Plan.\n\n         (c) The prospective recipient of any Award under the Plan shall not,\nwith respect to such Award, be deemed to have become a Participant, or to have\nany rights with respect to such Award, until and unless the Committee shall have\nexecuted an Award Agreement evidencing the Award and delivered a fully executed\ncopy thereof to the Participant.\n\n         (d) Nothing contained in the Plan or in any Award Agreement shall\nconfer upon any Participant any right with respect to continuance of employment\nby the Company or its Affiliates, nor interfere in any way with the right of the\nCompany or its Affiliates to terminate the Participant's employment or change\nthe Participant's compensation at any time.\n\n         (e) All certificates for Shares delivered under the Plan pursuant to\nany Award shall be subject to such stock-transfer orders and other restrictions\nas the Committee may deem advisable under the rules, regulations, and other\nrequirements of the Securities and Exchange Commission, any stock exchange upon\nwhich the Shares are then listed, and any applicable Federal or state securities\nlaw, and the Committee may cause a legend or legends to be put on any such\ncertificates to make appropriate reference to such restrictions.\n\n         (f) Receipt of an Option or other Award shall not entitle any\nParticipant (or Permitted Transferee) to any rights as a shareholder of the\nCompany unless and until such Option has been exercised or such other Award\nshall have been paid and the Shares purchased or paid thereunder shall have been\nduly issued and recorded in the name of the Participant (or Permitted\nTransferee) on the stock transfer books of the Company; provided, however, that:\n\n                  (i) Subject to the provisions of this Plan and any Award\n         Agreement, the recipient of an Award (including, without limitation,\n         any deferred Award) may, if so determined by the Committee, be entitled\n         to receive, currently or on a deferred basis, dividends with respect to\n         the number of Shares covered by the Award or interest on the amount of\n         an Award not \n\n\n   17\n\n\n         denominated in Shares as determined by the Committee, in its sole\n         discretion, and the Committee may provide that such amounts (if any)\n         shall be deemed to have been reinvested in additional Shares or\n         otherwise reinvested; and\n\n                  (ii) The recipient of a Restricted Stock Award shall be\n         entitled to all rights of a shareholder of the Company upon issuance of\n         such Restricted Stock pursuant to Section 8(b) except to the extent\n         otherwise provided in the restrictions or other provisions of the Award\n         Agreement pursuant to which such Restricted Stock Award is made.\n\n         (g) Except as otherwise required in any applicable Award Agreement or\nby the terms of the Plan, recipients of Awards under the Plan shall not be\nrequired to make any payment or provide consideration other than the rendering\nof services.\n\n         (h) In the event of any merger, reorganization, consolidation,\nrecapitalization, stock dividend, stock split, spin-off or other change in\ncorporate structure affecting the Shares, such adjustment shall be made in the\naggregate number and class of Shares which may be delivered under the Plan, in\nthe number, class and option price of Shares subject to outstanding Options\ngranted under the Plan, and in the value of, or number or class of Shares\nsubject to, Awards granted under the Plan as may be determined to be appropriate\nby the Committee, in its sole discretion, provided that the number of Shares\nsubject to any Award shall always be a whole number. The grant of Awards stock\npursuant to the Plan shall not affect in any way the right or power of the\nCompany to make adjustments, reclassifications, reorganizations or changes in\nits capital or business structure or to merge or to consolidate or to dissolve,\nliquidate, or sell or transfer all or any part of its business or assets.\n\n         (i) The Company shall be authorized to withhold from any Award granted\nor payment due under the Plan or any other amount owing from the Company to the\nParticipant (whether or not for payment of compensation) the amount of\nwithholding taxes due with respect to an Award or payment hereunder and to take\nsuch other action as may be necessary in the opinion of the Company to satisfy\nall obligations for the payment of such taxes. The Company shall also be\nauthorized to accept the delivery of shares by a Participant in payment for the\nwithholding of federal, state and local taxes up to the Participant's marginal\ntax rates.\n\n         (j) Nothing contained in this Plan shall prevent the Board of Directors\nfrom adopting other or additional compensation arrangements.\n\n         (k) The validity, construction, and effect of the Plan and any rules\nand regulations relating to the Plan shall be determined in accordance with the\nlaws of the State of Delaware and applicable Federal law.\n\n         (l) If any provision of this Plan is or becomes or is deemed invalid,\nillegal or unenforceable in any jurisdiction, or would disqualify the Plan or\nany Award under any law deemed applicable by the Committee, such provision shall\nbe construed or deemed amended to conform to applicable laws or if it cannot be\nconstrued or deemed amended without, in the determination of the Committee,\nmaterially altering the intent of the Plan, it shall be stricken and the\nremainder of the Plan shall remain in full force and effect.\n\n\n   18\n\n\n         (m) All obligations of the Company under the Plan with respect to\nAwards granted hereunder shall be binding on any successor to the Company.\nSuccessor is the result of a direct or indirect merger, consolidation, or\notherwise of all the business of the Company.\n\n         (n) The adoption of this Plan shall not be construed to amend or\nterminate the Company's 1995 Employee Stock Option Plan, 1998 Stock Option Plan\nor 1999 Employee Stock Option Plan (the \"Prior Plans\") or any outstanding option\nor other award thereunder; and the aggregate number of Shares available under\nSection 4 of the Plan shall not be increased or reduced by Shares available\nunder the Prior Plans as of the Effective Date.\n\n         SECTION 16. TERM OF PLAN. No Award shall be granted pursuant to the\nPlan after 10 years from the Effective Date, but any Award theretofore granted\nmay extend beyond that date.\n\n         This Plan is adopted this 13th day of December, 2000. In witness\nwhereof, the Company has caused this Plan to be executed by a duly authorized\nofficer.\n\n                                            SALTON, INC.\n\n\n                                            By:                                 \n                                               ---------------------------------\n                                            Its:                                \n                                                --------------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8750],"corporate_contracts_industries":[9393],"corporate_contracts_types":[9539,9545],"class_list":["post-38419","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-salton-inc","corporate_contracts_industries-consumer__appliances","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38419","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38419"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38419"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38419"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38419"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}