{"id":40596,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-based-compensation-plan-hon-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-based-compensation-plan-hon-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-based-compensation-plan-hon-industries-inc.html","title":{"rendered":"Stock-Based Compensation Plan &#8211; HON Industries Inc."},"content":{"rendered":"<pre>                               HON INDUSTRIES INC.\n                          STOCK-BASED COMPENSATION PLAN\n\n                   (ADOPTED MAY 9, 1995. AMENDED AND RESTATED\n                   MAY 13, 1997. AMENDED FEBRUARY 10, 1999 AND\n                               NOVEMBER 10, 2000.)\n\n                                 I. INTRODUCTION\n\n1.1      PURPOSES. The purposes of the 1995 Stock-Based Compensation Plan (the\n\"Plan\") of HON INDUSTRIES Inc., (the \"Company\") and its subsidiaries from time\nto time (individually a \"Subsidiary\" and collectively the Subsidiaries\") are (i)\nto align the interests of the Company's shareholders and the recipients of\nawards under this Plan by increasing the proprietary interest of such recipients\nin the Company's growth and success, (ii) to advance the interests of the\nCompany by attracting and retaining officers and other key employees and\nwell-qualified persons who are not officers or employees of the Company for\nservice as directors of the Company and (iii) to motivate such employees and\nNon-Employee Directors to act in the long-term best interests of the Company's\nshareholders. For purposes of this Plan, references to employment by the Company\nshall also mean employment by a Subsidiary.\n\n1.2      CERTAIN DEFINITIONS.\n\n         \"AGREEMENT\" shall mean the written agreement evidencing an award\nhereunder between the Company and the recipient of such award.\n\n         \"BOARD\" shall mean the Board of Directors of the Company.\n\n         \"BONUS STOCK\" shall mean shares of Common Stock which are not subject\nto a Restriction Period or Performance Measures.\n\n         \"BONUS STOCK AWARD\" shall mean an award of Bonus Stock under this Plan.\n\n         \"CHANGE IN CONTROL\" shall have the meaning set forth in Section 6.8(b).\n\n         \"CODE\" shall mean the Internal Revenue Code of 1986, as amended.\n\n         \"COMMITTEE\" shall mean the Committee designated by the Board,\nconsisting of three or more members of the Board, each of whom shall be (i) a\n\"Non-Employee Director\" within the meaning of Rule 16b-3 under the Exchange Act\nand (ii) an \"outside director\" within the meaning of Section 162(m) of the Code.\n\n         \"COMMON STOCK\" shall mean the common stock, $1.00 par value, of the\nCompany.\n\n         \"COMPANY\" has the meaning specified in Section 1.1.\n\n         \"DEFERRAL PERIOD\" shall mean the period of time during which Deferred\nShares are subject to deferral limitations under Section 3.4 of this Plan.\n\n\n         \"DEFERRED SHARES\" shall mean an award made pursuant of Section 3.4 of\nthis Plan of the right to receive Common Shares at the end of a specified\nDeferral Period.\n\n         \"DEFERRED SHARE AWARD\" shall mean an award of Deferred Shares under the\nPlan.\n\n         \"DISABILITY\" shall mean the inability of the holder of an award to\nperform substantially such holder's duties and responsibilities for a continuous\nperiod of at least six months, as determined solely by the Committee.\n\n         \"ERISA\" shall mean the Employee Retirement Income Security Act of 1974,\nas amended.\n\n         \"EXCHANGE ACT\" shall mean the Securities Exchange Act of 1934, as\namended.\n\n         \"FAIR MARKET VALUE\" shall mean the average of the high and low\ntransaction prices] of a share of Common Stock as reported in the National\nAssociation of Securities Dealers Automated Quotation National Market System on\nthe date as of which such value is being determined, or, if there shall be no\nreported transactions for such date, on the next preceding date for which\ntransactions were reported; provided, however, that if Fair Market Value for any\ndate cannot be so determined, Fair Market Value shall be determined by the\nCommittee by whatever means or method as the Committee, in the good faith\nexercise of its discretion, shall at such time deem appropriate.\n\n         \"FREE-STANDING SAR\" shall mean an SAR which is not issued in tandem\nwith, or by reference to, an option, which entitles the holder thereof to\nreceive, upon exercise, shares of Common Stock (which may be Restricted Stock),\ncash or a combination thereof with an aggregate value equal to the excess of the\nFair Market Value of one share of Common Stock on the date of exercise over the\nbase price of such SAR, multiplied by the number of such SARs which are\nexercised.\n\n         \"IMMEDIATE FAMILY\" shall mean any spouse, child, stepchild, or adopted\nchild.\n\n         \"INCENTIVE STOCK OPTION\" shall mean an option to purchase shares of\nCommon Stock that meets the requirements of Section 422 of the Code, or any\nsuccessor provision, which is intended by the Committee to constitute an\nincentive stock option.\n\n         \"INCUMBENT BOARD\" shall have the meaning set forth in Section 6.8(b)(2)\nhereof.\n\n         \"NON-EMPLOYEE DIRECTOR\" shall mean except as applied to the definition\nof Committee, any director of the Company who is not an officer or employee of\nthe Company or any Subsidiary.\n\n         \"NON-STATUTORY STOCK OPTION\" shall mean a stock option which is not an\nIncentive Stock Option.\n\n         \"PERFORMANCE MEASURES\" shall mean, the criteria and objectives,\nestablished by the Committee, which shall be satisfied or met (i) as a condition\nto the exercisability of all or a portion of an option or SAR, (ii) as a\ncondition to the grant of a Stock Award or (iii) during the applicable\nRestriction Period or Performance Period as a condition to the holder's receipt,\nin the case of a Restricted Stock Award, of the shares of Common Stock subject\nto such award, or, in the case of a Performance Share Award, of payment with\nrespect to such award. Such criteria and objectives may include, but are not\nlimited to, the attainment by a share of Common Stock of a specified Fair Market\nValue for a specified period of time, earnings per share, return to stockholders\n(including dividends), return on equity, earnings of the Company, revenues,\nmarket share, cash flow or cost reduction goals, or any combination of the\nforegoing and any other criteria and objectives established by the Committee. In\nthe sole discretion of the Committee, the Committee may amend \n\n\nor adjust the Performance Measures or other terms and conditions of an\noutstanding award in recognition of unusual or nonrecurring events affecting the\nCompany or its financial statements or changes in law or accounting principles.\n\n         \"PERFORMANCE PERIOD\" shall mean any period designated by the Committee\nduring which the Performance Measures applicable to a Performance Share Award\nshall be measured.\n\n         \"PERFORMANCE SHARE\" shall mean a right, contingent upon the attainment\nof specified Performance Measures within a specified Performance Period, to\nreceive one share of Common Stock, which may be Restricted Stock, or in lieu of\nall or a portion thereof, the Fair Market Value of such Performance Share in\ncash.\n\n         \"PERFORMANCE SHARE AWARD\" shall mean an award of Performance Shares\nunder this Plan.\n\n         \"RESTRICTED STOCK\" shall mean shares of Common Stock which are subject\nto a Restriction Period.\n\n         \"RESTRICTED STOCK AWARD\" shall mean an award of Restricted Stock under\nthis Plan.\n\n         \"RESTRICTION PERIOD\" shall mean any period designated by the Committee\nduring which the Common Stock subject to a Restricted Stock Award may not be\nsold, transferred, assigned, pledged, hypothecated or otherwise encumbered or\ndisposed of, except as provided in this Plan or the Agreement relating to such\naward.\n\n         \"RETIREMENT\" OR \"RETIRES\" shall mean a Participant's termination of\nemployment with the Company on or after the date that such Participant could\nelect to commence a distribution under the HON INDUSTRIES Inc. Profit-Sharing\nRetirement Plan, as amended from time to time, which, as of January 1, 1999, is\nupon attainment of age 55.\n\n         \"SAR\" shall mean a stock appreciation right which may be a\nFree-Standing SAR or a Tandem SAR.\n\n         \"STOCK AWARD\" shall mean a Restricted Stock Award or a Bonus Stock\nAward.\n\n         \"TANDEM SAR\" shall mean an SAR which is granted in tandem with, or by\nreference to, an option (including a Non-Statutory Stock Option granted prior to\nthe date of grant of the SAR), which entitles the holder thereof to receive,\nupon exercise of such SAR and surrender for cancellation of all or a portion of\nsuch option, shares of Common Stock (which may be Restricted Stock), cash or a\ncombination thereof with an aggregate value equal to the excess of the Fair\nMarket Value of one share of Common Stock on the date of exercise over the base\nprice of such SAR, multiplied by the number of shares of Common Stock subject to\nsuch option, or portion thereof, which is surrendered.\n\n         \"TAX DATE\" shall have the meaning set forth in Section 6.5.\n\n         \"TEN PERCENT HOLDER\" shall have the meaning set forth in Section\n2.1(a).\n\n1.3      ADMINISTRATION. This Plan shall be administered by the Committee. Any \none or a combination of the following awards may be made under this Plan to\neligible officers and other key employees of the Company and its Subsidiaries:\n(i) options to purchase shares of Common Stock in the form of Incentive Stock\nOptions or Non-Statutory Stock Options, (ii) SARs in the form of Tandem SARs or\nFree-Standing SARs, (iii) Stock Awards in the form of Restricted Stock or Bonus\nStock and (iv) Performance Shares. The Committee shall, subject to the terms of\nthis Plan, select eligible officers and other key employees for participation in\nthis Plan and determine the form, amount and\n\n\ntiming of each award to such persons and, if applicable, the number of shares of\nCommon Stock, the number of SARs and the number of Performance Shares subject to\nsuch an award, the exercise price or base price associated with the award, the\ntime and conditions of exercise or settlement of the award and all other terms\nand conditions of the award, including, without limitation, the form of the\nAgreement evidencing the award. The Committee shall, subject to the terms of\nthis Plan, interpret this Plan and the application thereof, establish rules and\nregulations it deems necessary or desirable for the administration of this Plan\nand may impose, incidental to the grant of an award, conditions with respect to\nthe award, such as limiting competitive employment or other activities. All such\ninterpretations, rules, regulations and conditions shall be conclusive and\nbinding on all parties.\n\n         The Committee may delegate some or all of its power and authority\nhereunder to the President and Chief Executive Officer or other executive\nofficer of the Company as the Committee deems appropriate; provided, however,\nthat the Committee may not delegate its power and authority with regard to (i)\nthe grant of an award under this Plan to any person who is a \"covered employee\"\nwithin the meaning of Section 162(m) of the Code or who, in the Committee's\njudgment, is likely to be a covered employee at any time during the period an\naward hereunder to such employee would be outstanding or (ii) the selection for\nparticipation in this Plan of an officer or other person subject to Section 16\nof the Exchange Act or decisions concerning the timing, pricing or amount of an\naward to such an officer or other person.\n\n         No member of the Board of Directors or Committee, and neither the\nPresident and Chief Executive Officer nor any other executive officer to whom\nthe Committee delegates any of its power and authority hereunder, shall be\nliable for any act, omission, interpretation, construction or determination made\nin connection with this Plan in good faith, and the members of the Board of\nDirectors and the Committee and the President and Chief Executive Officer or\nother executive officer shall be entitled to indemnification and reimbursement\nby the Company in respect of any claim, loss, damage or expense (including\nattorneys' fees) arising therefrom to the full extent permitted by law, except\nas otherwise may be provided in the Company's Articles of Incorporation,\nBy-laws, and under any directors' and officers' liability insurance that may be\nin effect from time to time.\n\n         A majority of the Committee shall constitute a quorum. The acts of the\nCommittee shall be either (i) acts of a majority of the members of the Committee\npresent at any meeting at which a quorum is present or (ii) acts approved in\nwriting by a majority of the members of the Committee without a meeting.\n\n1.4      ELIGIBILITY. Participants in this Plan shall consist of such officers \nand other key employees of the Company and its Subsidiaries as the Committee in\nits sole discretion may select from time to time. The Committee's selection of a\nperson to participate in this Plan at any time shall not require the Committee\nto select such person to participate in this Plan at any other time.\nNon-Employee Directors shall be eligible to participate in this Plan in\naccordance with Article V.\n\n1.5      SHARES AVAILABLE. Subject to adjustment as provided in Section 6.7, the\ntotal number of shares of Common Stock available for all grants of awards under\nthis Plan on any calendar year, shall be eighty-three hundredths of one percent\n(0.83%) of the outstanding and issued Common Stock as of January 1 of such year\nbeginning January 1, 1997, plus the number of shares of Common Stock which shall\nhave become available for grants of awards under this Plan in any and all prior\ncalendar years, but which shall not have become subject to any award granted in\nany prior year.\n\n         Notwithstanding the foregoing, the maximum number of shares of Common\nStock available for the grant of Incentive Stock Options shall be 2,000,000. The\nmaximum number of shares of Common Stock with respect to which options or SARs\nor a combination thereof may be granted during any calendar year to any person\nshall be 250,000, subject to adjustment as provided in \n\n\nSection 6.7.\n\n                 II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS\n\n2.1      STOCK OPTIONS. The Committee may, in its discretion, grant options to\npurchase shares of Common Stock to such eligible persons as may be selected by\nthe Committee. Each option, or portion thereof, that is not an Incentive Stock\nOption, shall be a Non-Statutory Stock Option. Each Incentive Stock Option shall\nbe granted within ten years of the effective date of this Plan. To the extent\nthat the aggregate Fair Market Value (determined as of the date of grant) of\nshares of Common Stock with respect to which options designated as Incentive\nStock Options are exercisable for the first time by a participant during any\ncalendar year (under this Plan or any other plan of the Company, or any parent\nor Subsidiary) exceeds the amount (currently $100,000) established by the Code,\nsuch options shall constitute Non-Statutory Stock Options.\n\n         Options shall be subject to the following terms and conditions and\nshall contain such additional terms and conditions, not inconsistent with the\nterms of this Plan, as the Committee shall deem advisable:\n\n         (a) Number of Shares and Purchase Price. The number of shares of Common\nStock subject to an option and the purchase price per share of Common Stock\npurchasable upon exercise of the option shall be determined by the Committee;\nprovided, however, that the purchase price per share of Common Stock purchasable\nupon exercise of a Non-Statutory Stock Option shall not be less than 100% of the\nFair Market Value of a share of Common Stock on the date of grant of such option\nand the purchase price per share of Common Stock purchasable upon exercise of an\nIncentive Stock Option shall not be less than 100% of the Fair Market Value of a\nshare of Common Stock on the date of grant of such option; provided further,\nthat if an Incentive Stock Option shall be granted to any person who, at the\ntime such option is granted, owns capital stock possessing more than ten percent\nof the total combined voting power of all classes of capital stock of the\nCompany (or of any parent or Subsidiary) (a \"Ten Percent Holder\"), the purchase\nprice per share of Common Stock shall be the price (currently 110% of Fair\nMarket Value) required by the Code in order to constitute an Incentive Stock\nOption.\n\n         (b) Option Period and Exercisability. The period during which an option\nmay be exercised shall be determined by the Committee; provided, however, that\nno Incentive Stock Option shall be exercised later than ten years after its date\nof grant; provided further, that if an Incentive Stock Option shall be granted\nto a Ten Percent Holder, such option shall not be exercised later than five\nyears after its date of grant. The Committee may, in its discretion, establish\nPerformance Measures which shall be satisfied or met as a condition to the grant\nof an option or to the exercisability of all or a portion of an option. The\nCommittee shall determine whether an option shall become exercisable in\ncumulative or non-cumulative installments and in part or in full at any time. An\nexercisable option, or portion thereof, may be exercised only with respect to\nwhole shares of Common Stock.\n\n         (c) Method of Exercise. An option may be exercised (i) by giving\nwritten notice to the Company specifying the number of whole shares of\nCommon Stock to be purchased and accompanied by payment therefor in full (or\narrangement made for such payment to the Company's satisfaction) either (A) in\ncash, (B) by delivery of previously owned whole shares of Common Stock (which\nthe optionee has held for at least six months prior to delivery of such shares\nand for which the optionee has good title, free and clear of all liens and\nencumbrances) having a Fair Market Value, determined as of the date of exercise,\nequal to the aggregate purchase price payable by reason of such exercise, (C) by\nauthorizing the Company to withhold a number of whole shares of Common Stock\nwhich would otherwise be delivered upon exercise of the option having a Fair\nMarket Value, determined as of the date of exercise, equal to the aggregate\npurchase price payable by reason of \n\n\n\nsuch exercise, provided that the optionee attests in a manner satisfactory\nto the Committee that the optionee at the time of such exercise holds and has\nheld for at least six months prior to such exercise an equal number of whole\nshares of Common Stock and as to which the optionee has good title, free and\nclear of all liens and encumbrances, (D) in cash by a broker-dealer acceptable\nto the Company to whom the optionee has submitted an irrevocable notice of\nexercise or (E) a combination of (A), (B) and (C), in each case to the extent\nset forth in the Agreement relating to the option, (ii) if applicable, by\nsurrendering to the Company any Tandem SARs which are cancelled by reason of the\nexercise of the option and (iii) by executing such documents as the Company may\nreasonably request. The Committee may require that the method of making such\npayment be in compliance with Section 16 and the rules and regulations\nthereunder. Any fraction of a share of Common Stock which would be required to\npay such purchase price shall be disregarded and the remaining amount due shall\nbe paid in cash by the optionee. No certificate representing Common Stock shall\nbe delivered until the full purchase price therefor has been paid.\n\n2.2      STOCK APPRECIATION RIGHTS.  The Committee may, in its discretion, \ngrant SARs to such eligible persons as may be selected by the Committee. The\nAgreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a\nFree-Standing SAR.\n\n         SARs shall be subject to the following terms and conditions and shall\ncontain such additional terms and conditions, not inconsistent with the terms of\nthis Plan, as the Committee shall deem advisable:\n\n         (a) Number of SARs and Base Price. The number of SARs subject to an\naward shall be determined by the Committee. Any Tandem SAR related to an\nIncentive Stock Option shall be granted at the same time that such Incentive\nStock Option is granted. The base price of a Tandem SAR shall be the purchase\nprice per share of Common Stock of the related option. The base price of a\nFree-Standing SAR shall be determined by the Committee; provided, however, that\nsuch base price shall not be less than 100% of the Fair Market Value of a share\nof Common Stock on the date of grant of such SAR.\n\n         (b) Exercise Period and Exercisability. The Agreement relating to an\naward of SARs shall specify whether such award may be settled in shares of\nCommon Stock (including shares of Restricted Stock) or cash or a combination\nthereof. The period for the exercise of an SAR shall be determined by the\nCommittee; provided, however, that no Tandem SAR shall be exercised later than\nthe expiration, cancellation, forfeiture or other termination of the related\noption. The Committee may, in its discretion, establish Performance Measures\nwhich shall be satisfied or met as a condition to the grant of an SAR or to the\nexercisability of all or a portion of an SAR. The Committee shall determine\nwhether an SAR may be exercised in cumulative or non-cumulative installments and\nin part or in full at any time. An exercisable SAR, or portion thereof, may be\nexercised, in the case of a Tandem SAR, only with respect to whole shares of\nCommon Stock and, in the case of a Free-Standing SAR, only with respect to a\nwhole number of SARs. If an SAR is exercised for shares of Restricted Stock, a\ncertificate or certificates representing such Restricted Stock shall be issued\nin accordance with Section 3.2(c) and the holder of such Restricted Stock shall\nhave such rights of a stockholder of the Company as determined pursuant to\nSection 3.2(d). Prior to the exercise of an SAR for shares of Common Stock,\nincluding Restricted Stock, the holder of such SAR shall have no rights as a\nstockholder of the Company with respect to the shares of Common Stock subject to\nsuch SAR and shall have rights as a stockholder of the Company in accordance\nwith Section 6.10.\n\n         (c) Method of Exercise. A Tandem SAR may be exercised (i) by giving\nwritten notice to the Company specifying the number of whole SARs which are\nbeing exercised, (ii) by surrendering to the Company any options which are\ncancelled by reason of the exercise of the Tandem SAR and (iii) by executing\nsuch documents as the Company may reasonably request. A Free-Standing SAR may be\nexercised (i) by giving written notice to the Company specifying the whole\nnumber of SARs which \n\n\nare being exercised and (ii) by executing such documents as the Company may\nreasonably request.\n\n2.3      TERMINATION OF EMPLOYMENT. Except as otherwise provided in this \nSection 2.3 and subject to Section 6.8, all of the terms relating to the\nexercise, cancellation or other disposition of an option or SAR upon a\ntermination of employment with the Company of the holder of such option or SAR,\nas the case may be, whether by reason of retirement or other termination, shall\nbe determined by the Committee. Such determination shall be made at the time of\nthe grant of such option or SAR, as the case may be, and shall be specified in\nthe Agreement relating to such option or SAR. Notwithstanding the foregoing,\neach option or SAR granted under the Plan shall become fully vested and\nnonforfeitable upon the death or Disability of the Participant awarded such\noption or SAR, provided such Participant is employed by the Company on the date\nof death or Disability.\n\n                                III. STOCK AWARDS\n\n3.1      STOCK AWARDS.  The Committee may, in its discretion, grant Stock Awards\nto such eligible persons as may be selected by the Committee. The Agreement\nrelating to a Stock Award shall specify whether the Stock Award is a Restricted\nStock Award or Bonus Stock Award.\n\n3.2      TERMS OF STOCK AWARDS. Stock Awards shall be subject to the following\nterms and conditions and shall contain such additional terms and conditions, not\ninconsistent with the terms of this Plan, as the Committee shall deem advisable.\n\n         (a) NUMBER OF SHARES AND OTHER TERMS. The number of shares of Common\nStock subject to a Restricted Stock Award or Bonus Stock Award and the\nPerformance Measures (if any) and Restriction Period applicable to a Restricted\nStock Award shall be determined by the Committee.\n\n         (b) VESTING AND FORFEITURE. The Agreement relating to a Restricted\nStock Award shall provide, in the manner determined by the Committee, in its\ndiscretion, and subject to the provisions of this Plan, for the vesting of the\nshares of Common Stock subject to such award (i) if specified Performance\nMeasures are satisfied or met during the specified Restriction Period or (ii) if\nthe holder of such award remains continuously in the employment of the Company\nduring the specified Restriction Period and for the forfeiture of the shares of\nCommon Stock subject to such award (x) if specified Performance Measures are not\nsatisfied or met during the specified Restriction Period or (y) if the holder of\nsuch award does not remain continuously in the employment of the Company during\nthe specified Restriction Period.\n\n         Bonus Stock Awards shall not be subject to any Performance Measures or\nRestriction Periods.\n\n         (c) SHARE CERTIFICATES. During the Restriction Period, a certificate or\ncertificates representing a Restricted Stock Award may be registered in the\nholder's name and may bear a legend, in addition to any legend which may be\nrequired pursuant to Section 6.6, indicating that the ownership of the shares of\nCommon Stock represented by such certificate is subject to the restrictions,\nterms and conditions of this Plan and the Agreement relating to the Restricted\nStock Award. All such certificates shall be deposited with the Company, together\nwith stock powers or other instruments of assignment (including a power of\nattorney), each endorsed in blank with a guarantee of signature if deemed\nnecessary or appropriate by the Company, which would permit transfer to the\nCompany of all or a portion of the shares of Common Stock subject to the\nRestricted Stock Award in the event such award is forfeited in whole or in part.\nUpon termination of any applicable Restriction Period (and the satisfaction or\nattainment of applicable Performance Measures), or upon the grant of a Bonus\nStock Award, in each case subject to the Company's right to require payment of\nany taxes in accordance with Section 6.5, a certificate or certificates\nevidencing ownership of the requisite\n\n\nnumber of shares of Common Stock shall be delivered to the holder of such award.\n\n         (d) RIGHTS WITH RESPECT TO RESTRICTED STOCK AWARDS. Unless otherwise\nset forth in the Agreement relating to a Restricted Stock Award, and subject to\nthe terms and conditions of a Restricted Stock Award, the holder of such award\nshall have all rights as a stockholder of the Company, including, but not\nlimited to, voting rights, the right to receive dividends and the right to\nparticipate in any capital adjustment applicable to all holders of Common Stock;\nprovided, however, that a distribution with respect to shares of Common Stock,\nother than a distribution in cash, shall be deposited with the Company and shall\nbe subject to the same restrictions as the shares of Common Stock with respect\nto which such distribution was made.\n\n3.3 TERMINATION OF EMPLOYMENT. Except as otherwise provided in this Section 3.3\nand subject to Section 6.8, all of the terms relating to the satisfaction of\nPerformance Measures and the termination of the Restriction Period relating to a\nRestricted Stock Award, or cancellation of or forfeiture of such Restricted\nStock Award upon a termination of employment with the Company of the holder of\nsuch Restricted Stock Award, whether by reason of retirement or other\ntermination, shall be set forth in the Agreement relating to such Restricted\nStock Award, except that, notwithstanding the foregoing, each Restricted Stock\nAward shall become fully vested and nonforfeitable upon the death or Disability\nof the Participant awarded such Restricted Stock Award, provided such\nParticipant is employed by the Company on the date of death or Disability.\n\n3.4      DEFERRED SHARES.  The Committee may also authorize the granting or sale\nof Deferred Shares to Participants. Each such grant or sale may utilize any or\nall of the authorizations and shall be subject to all of the requirements\ncontained in the following provisions:\n\n                  (a) Each such grant or sale shall constitute the agreement by\n         the Company to deliver Common Stock to the Participant in the future in\n         consideration of the performance of services, but subject to the\n         fulfillment of such conditions during the Deferral Period as the Board\n         may specify.\n\n                  (b) Each such grant or sale may be made without additional\n         consideration or in consideration of a payment by such Participant that\n         is less than the Fair Market Value per share of Common Stock at the\n         date of grant.\n\n                  (c) Each such grant or sale shall be subject to a Deferral\n         Period of not less than 1 year, as determined by the Board at the date\n         of grant, and may provide for the earlier lapse or other modification\n         of such Deferral Period in the event of a Change in Control.\n\n                  (d) During the Deferral Period, the Participant shall have no\n         right to transfer any rights under his or her award and shall have no\n         rights of ownership in the Deferred Shares and shall have no right to\n         vote them, but the Committee may, at or after the date of grant,\n         authorize the payment of dividend equivalents on such Shares on either\n         a current or deferred or contingent basis, either in cash or in\n         additional Common Stock.\n\n         (e) Each grant or sale of Deferred Shares shall be evidenced by an\nagreement executed on behalf of the Company by any officer and delivered to and\naccepted by the Participant and shall\n\n\ncontain such terms and provisions, consistent with this Plan, as the Board may\napprove.\n\n                          IV. PERFORMANCE SHARE AWARDS\n\n4.1      PERFORMANCE SHARE AWARDS.  The Committee may, in its discretion, grant\nPerformance Share Awards to such eligible persons as may be selected by the\nCommittee.\n\n4.2      TERMS OF PERFORMANCE SHARE AWARDS. Performance Share Awards shall be \nsubject to the following terms and conditions and shall contain such additional\nterms and conditions, not inconsistent with the terms of this Plan, as the\nCommittee shall deem advisable.\n\n         (a)      NUMBER OF PERFORMANCE SHARES AND PERFORMANCE MEASURES.  The\nnumber of Performance Shares subject to any award and the Performance Measures\nand Performance Period applicable to such award shall be determined by the\nCommittee.\n\n         (b)      VESTING AND FORFEITURE. The Agreement relating to a\nPerformance Share Award shall provide, in the manner determined by the\nCommittee, in its discretion, and subject to the provisions of this Plan, for\nthe vesting of such award, if specified Performance Measures are satisfied or\nmet during the specified Performance Period, and for the forfeiture of such\naward, if specified Performance Measures are not satisfied or met during the\nspecified Performance Period.\n\n         (c)      SETTLEMENT OF VESTED PERFORMANCE SHARE AWARDS. The Agreement\nrelating to a Performance Share Award (i) shall specify whether such award may\nbe settled in shares of Common Stock (including shares of Restricted Stock) or\ncash or a combination thereof and (ii) may specify whether the holder thereof\nshall be entitled to receive, on a current or deferred basis, dividend\nequivalents, and, if determined by the Committee, interest on any deferred\ndividend equivalents, with respect to the number of shares of Common Stock\nsubject to such award. If a Performance Share Award is settled in shares of\nRestricted Stock, a certificate or certificates representing such Restricted\nStock shall be issued in accordance with Section 3.2(c) and the holder of such\nRestricted Stock shall have such rights of a stockholder of the Company as\ndetermined pursuant to Section 3.2(d). Prior to the settlement of a Performance\nShare Award in shares of Common Stock, including Restricted Stock, the holder of\nsuch award shall have no rights as a stockholder of the Company with respect to\nthe shares of Common Stock subject to such award.\n\n4.3      TERMINATION OF EMPLOYMENT. Except as otherwise provided in this \nSection 4.3 and subject to Section 6.8, all of the terms relating to the\nsatisfaction of Performance Measures and the termination of the Performance\nPeriod relating to a Performance Share Award, or cancellation of or forfeiture\nof such Performance Share Award upon a termination of employment with the\nCompany of the holder of such Performance Share Award, whether by reason of\nretirement or other termination, shall be set forth in the Agreement relating to\nsuch Performance Share Award, except that, notwithstanding the foregoing, each\nPerformance Share Award shall become fully vested and nonforfeitable upon the\ndeath or Disability of the Participant holding such Performance Share Award,\nprovided such Participant is employed by the Company on the date of death or\nDisability.\n\n                V. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS\n\n5.1      ELIGIBILITY. Each Non-Employee Director shall be eligible to elect to\nreceive shares of Common Stock in accordance with this Article V.\n\n5.2      TIME AND MANNER OF ELECTION. At least 6 (six) months prior to the date\nof any annual meeting of shareholders of the Company during the term of this\nPlan, Non-Employee Directors may file with the Committee or its designee a\nwritten election to receive shares of Common Stock in lieu of all or a portion\nof such Non-Employee Director's future annual retainer, paid quarterly,\nexclusive of \n\n\n\nmeeting or committee fees. Notwithstanding the foregoing, an election made by\n(i) a Non-Employee Director in respect of the annual retainer payable for the\nperiod beginning on the date of the 1995 annual meeting of the shareholders of\nthe Company or (ii) an individual who becomes a Non-Employee Director on a date\nless than six months prior to any annual meeting of shareholders, shall become\neffective on the first business day that is six months after the date\n(\"Effective Date\") such Non-Employee Director files such election, and such\nelection shall be applicable only to the portion of such Non-Employee Director's\nannual retainer determined by multiplying such annual retainer by a fraction,\nthe numerator of which is the number of calendar days from the Effective Date to\nand including the last day for which such Annual Retainer is payable and the\ndenominator is 365. An election pursuant to this Section, once made, shall be\nirrevocable in respect to the annual retainer for which made.\n\n         The Shares to be issued pursuant to this Section shall be issued on\neach date on which an installment of the Non-Employee Director's annual retainer\nwould otherwise be payable in cash. The number of such shares to be issued shall\nbe determined by dividing the amount of the then payable installment of the\nannual retainer subject to an election under this Section by the Fair Market\nValue of a share of Common Stock on such date. Any fraction of a share shall be\ndisregarded and the remaining amount of the annual retainer shall be paid in\ncash.\n\n                                   VI. GENERAL\n\n6.1      EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be submitted to the\nstockholders of the Company for approval and, if approved by the affirmative\nvote of a majority of the shares of Common Stock present in person or\nrepresented by proxy at the 1997 annual meeting of stockholders, shall become\neffective on the date of such approval. This Plan shall terminate 10 years after\nits effective date unless terminated earlier by the Board. Termination of this\nPlan shall not affect the terms or conditions of any award granted prior to\ntermination.\n\n         Awards hereunder may be made at any time prior to the termination of\nthis Plan, provided that no award may be made later than 10 years after the\neffective date of this Plan. In the event that this Plan is not approved by the\nstockholders of the Company, this Plan and any awards hereunder shall be void\nand of no force or effect.\n\n6.2      AMENDMENTS. The Board may amend this Plan as it shall deem advisable,\nsubject to any requirement of stockholder approval required by applicable law,\nrule or regulation including Section 162(m) of the Code; provided, however, that\nno amendment shall be made without stockholder approval if such amendment would\n(a) increase the maximum number of shares of Common Stock available under this\nPlan (subject to Section 6.7), or (b) extend the term of this Plan; provided\nfurther that, subject to Section 6.7. No amendment may impair the rights of a\nholder of an outstanding award without the consent of such holder.\nNotwithstanding the foregoing, the Board may condition the grant of any award or\ncombination of awards authorized under the Plan on the surrender or deferral by\nthe Participant of such Participant's right to an award hereunder, a cash bonus,\nor other compensation otherwise payable by the Company to the Participant.\n\n6.3      AGREEMENT. Each award under this Plan shall be evidenced by an \nAgreement setting forth the terms and conditions applicable to such award. No\naward shall be valid until an Agreement is executed by the Company and the\nrecipient of such award and, upon execution by each party and delivery of the\nAgreement to the Company, such award shall be effective as of the effective date\nset forth in the Agreement.\n\n6.4      TRANSFERABILITY OF STOCK OPTIONS, SARS AND PERFORMANCE SHARES.\n\n         (a) Except as set forth in Section 6.4(b) or as otherwise determined by\nthe Board, no option, SAR \n\n\n\nor Performance Share shall be transferable other than (i) by will, the laws of\ndescent and distribution or pursuant to beneficiary designation procedures\napproved by the Committee or (ii) as otherwise permitted under Rule 16b-3 under\nthe Exchange Act as set forth in the Agreement relating to such award. Except to\nthe extent permitted by the foregoing sentence and Section 6.4(b), each option,\nSAR or Performance Share may be exercised or settled during the holder's\nlifetime only by the holder or the holder's legal representative or similar\nperson. Except to the extent permitted by the second preceding sentence and\nSection 6.4(b), no option, SAR or Performance Share may be sold, transferred,\nassigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by\noperation of law or otherwise) or be subject to execution, attachment or similar\nprocess. Except as provided in Section 6.4(b), upon any attempt to so sell,\ntransfer, assign, pledge, hypothecate, encumber or otherwise dispose of any\noption, SAR or Performance Share, such award, and all rights thereunder shall\nimmediately become null and void.\n\n                  (b) Notwithstanding the provisions of Section 6.4(a), option\n         rights (other than Incentive Stock Options) shall be transferable by a\n         Participant, without payment of consideration therefor by the\n         transferee, to any one or more members of the Participant's Immediate\n         Family (or to one or more trusts established solely for the benefit of\n         one or more members of the Participant's Immediate Family or to one or\n         more partnerships in which the only partners are members of the\n         Participant's Immediate Family); provided, however, that (i) no such\n         transfer shall be effective unless reasonable prior notice thereof is\n         delivered to the Company and such transfer is thereafter effected\n         subject to the specific authorization of, and in accordance with any\n         terms and conditions that shall have been made applicable thereto, by\n         the Committee or by the Board and (ii) any such transferee shall be\n         subject to the same terms and conditions hereunder as the Participant.\n\n6.5      TAX WITHHOLDING. The Company shall have the right to require, prior to\nthe issuance or delivery of any shares of Common Stock or the payment of any\ncash pursuant to an award made hereunder, payment by the holder of such award of\nany Federal, state, local or other taxes which may be required to be withheld or\npaid in connection with such award. An Agreement may provide that (i) the\nCompany shall withhold whole shares of Common Stock which would otherwise be\ndelivered to a holder, having an aggregate Fair Market Value determined as of\nthe date the obligation to withhold or pay taxes arises in connection with an\naward (the \"Tax Date\"), or withhold an amount of cash which would otherwise be\npayable to a holder, in the amount necessary to satisfy any such obligation or\n(ii) the holder may satisfy any such obligation by any of the following means:\n(A) a cash payment to the Company, (B) delivery to the Company of previously\nowned whole shares of Common Stock (which the holder has held for at least six\nmonths prior to the delivery of such shares and for which the holder has good\ntitle, free and clear of all liens and encumbrances) having an aggregate Fair\nMarket Value, determined as of the Tax Date, equal to the amount necessary to\nsatisfy any such obligation, (C) authorizing the Company to withhold whole\nshares of Common Stock which would otherwise be delivered having an aggregate\nFair Market Value, determined as of the Tax Date, or withhold an amount of cash\nwhich would otherwise be payable to a holder, equal to the amount necessary to\nsatisfy any such obligation, (D) in the case of the exercise of an option, a\ncash payment by a broker-dealer acceptable to the Company to whom the optionee\nhas submitted an irrevocable notice of exercise or (E) any combination of (A),\n(B) and (C), in each case to the extent set forth in the Agreement relating to\nthe award; provided, however, that the Committee shall have sole discretion to\ndisapprove of an election pursuant to any of clauses (B), (E) and that in the\ncase of a holder who is subject to Section 16 of the Exchange Act, the Company\nmay require that the method of satisfying such an obligation be in compliance\nwith Section 16 and the rules and regulations thereunder. An Agreement may\nprovide for shares of Common Stock to be delivered or withheld having an\naggregate Fair Market Value in excess of the minimum amount required to be\nwithheld, but not in excess of the amount determined by applying the holder's\nmaximum marginal tax rate. Any fraction of a share of Common Stock which would\nbe required to satisfy such an obligation \n\n\nshall be disregarded and the remaining amount due shall be paid in cash by the\nholder.\n\n6.6      RESTRICTIONS ON SHARES. Each award made hereunder shall be subject to\nthe requirement that if at any time the Company determines that the listing,\nregistration or qualification of the shares of Common Stock subject to such\naward upon any securities exchange or under any law, or the consent or approval\nof any governmental body, or the taking of any other action is necessary or\ndesirable as a condition of, or in connection with, the delivery of shares\nthereunder, such shares shall not be delivered unless such listing,\nregistration, qualification, consent, approval or other action shall have been\neffected or obtained, free of any conditions not acceptable to the Company. The\nCompany may require that certificates evidencing shares of Common Stock\ndelivered pursuant to any award made hereunder bear a legend indicating that the\nsale, transfer or other disposition thereof by the holder is prohibited except\nin compliance with the Securities Act of 1933, as amended, and the rules and\nregulations thereunder.\n\n6.7      ADJUSTMENT. In the event of any stock split, stock dividend,\nrecapitalization, reorganization, merger, consolidation, combination, exchange\nof shares, liquidation, spin-off or other similar change in capitalization or\nevent, or any distribution to holders of Common Stock other than a regular cash\ndividend, the number and class of securities available under this Plan, the\nnumber and class of securities subject to each outstanding option and the\npurchase price per security, the terms of each outstanding SAR, the number and\nclass of securities subject to each outstanding Stock Award or Deferred Share\nAward, and the terms of each outstanding Performance Share shall be\nappropriately adjusted by the Committee, such adjustments to be made in the case\nof outstanding options and SARs without an increase in the aggregate purchase\nprice or base price. The decision of the Committee regarding any such adjustment\nshall be final, binding and conclusive. If any such adjustment would result in a\nfractional security being (i) available under this Plan, such fractional\nsecurity shall be disregarded, or (ii) subject to an award under this Plan, the\nCompany shall pay the holder of such award, in connection with the first\nvesting, exercise or settlement of such award, in whole or in part, occurring\nafter such adjustment, an amount in cash determined by multiplying (i) the\nfraction of such security (rounded to the nearest hundredth) by (ii) the excess,\nif any, of (A) the Fair Market Value on the vesting, exercise or settlement date\nover (B) the exercise or base price, if any, of such award.\n\n6.8      CHANGE IN CONTROL.\n\n         (a) (1) Notwithstanding any provision in this Plan or any Agreement, in\nthe event of a Change in Control pursuant to Section (b)(3) or (4) below in\nconnection with which the holders of Common Stock receive shares of common stock\nthat are registered under Section 12 of the Exchange Act, (i) all outstanding\noptions and SARS shall immediately become exercisable in full, (ii) the\nRestriction Period applicable to any outstanding Restricted Stock Award shall\nlapse, (iii) the Performance Period applicable to any outstanding Performance\nShare shall lapse, (iv) the Performance Measures applicable to any outstanding\nRestricted Stock Award (if any) and to any outstanding Performance Share shall\nbe deemed to be satisfied at the maximum level, (v) there shall be substituted\nfor each share of Common Stock available under this Plan, whether or not then\nsubject to an outstanding award, the number and class of shares into which each\noutstanding share of Common Stock shall be converted pursuant to such Change in\nControl, and (vi) the Deferral Period applicable to any Deferred Shares shall\nlapse. In the event of any such substitution, the purchase price per share in\nthe case of an option and the base price in the case of an SAR shall be\nappropriately adjusted by the Committee, such adjustments to be made in the case\nof outstanding options and SARs without an increase in the aggregate purchase\nprice or base price.\n\n                  (2) Notwithstanding any provision in this Plan or any\nAgreement, in the event of a Change in Control pursuant to Section (b)(1) or (2)\nbelow, or in the event of a Change in Control pursuant to Section (b)(3) or (4)\nbelow in connection with which the holders of Common Stock \n\n\n\nreceive consideration other than shares of common stock that are registered\nunder Section 12 of the Exchange Act, each outstanding award shall be\nsurrendered to the Company by the holder thereof, and each such award shall\nimmediately be cancelled by the Company, and the holder shall receive, within\nten days of the occurrence of a Change in Control pursuant to Section (b)(1) or\n(2) below or within ten days of the approval of the stockholders of the Company\ncontemplated by Section (b)(3) or (4) below, a cash payment from the Company in\nan amount equal to (i) in the case of an option, the number of shares of Common\nStock then subject to such option, multiplied by the excess, if any, of the\ngreater of (A) the highest per share price offered to stockholders of the\nCompany in any transaction whereby the Change in Control takes place or (B) the\nFair Market Value of a share of Common Stock on the date of occurrence of the\nChange in Control, over the purchase price per share of Common Stock subject to\nthe option, (ii) in the case of a Free-Standing SAR, the number of shares of\nCommon Stock then subject to such SAR, multiplied by the excess, if any, of the\ngreater of (A) the highest per share price offered to stockholders of the\nCompany in any transaction whereby the Change in Control takes place or (B) the\nFair Market Value of a share of Common Stock on the date of occurrence of the\nChange in Control, over the base price of the SAR, (iii) in the case of a\nRestricted Stock Award, Performance Share Award or Deferred Share Award, the\nnumber of shares of Common Stock or the number of Performance Shares, as the\ncase may be, then subject to such award, multiplied by the greater of (A) the\nhighest per share price offered to stockholders of the Company in any\ntransaction whereby the Change in Control takes place or (B) the Fair Market\nValue of a share of Common Stock on the date of occurrence of the Change in\nControl. In the event of a Change in Control, each Tandem SAR shall be\nsurrendered by the holder thereof and shall be cancelled simultaneously with the\ncancellation of the related option. The Company may, but is not required to,\ncooperate with any person who is subject to Section 16 of the Exchange Act to\nassure that any cash payment in accordance with the foregoing to such person is\nmade in compliance with Section 16 and the rules and regulations thereunder.\n\n         (b)      \"Change in Control\" shall mean:\n\n                  (1) the acquisition by any individual, entity or group (a\n\"Person\"), including any \"person\" within the meaning of Section 13(d)(3) or\n14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule\n13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then\noutstanding shares of common stock of the Company (the \"Outstanding Company\nCommon Stock\") or (ii) the combined voting power of the then outstanding\nsecurities of the Company entitled to vote generally in the election of\ndirectors (the \"Outstanding Company Voting Securities\"); excluding, however, the\nfollowing: (A) any acquisition directly from the Company (excluding any\nacquisition resulting from the exercise of an exercise, conversion or exchange\nprivilege unless the security being so exercised, converted or exchanged was\nacquired directly from the Company), (B) any acquisition by the Company, (C) any\nacquisition by an employee benefit plan (or related trust) sponsored or\nmaintained by the Company or any corporation controlled by the Company or (D)\nany acquisition by any corporation pursuant to a transaction which complies with\nclauses (i), (ii) and (iii) of subsection (3) of this Section 6.8(b); or\n\n                  (2) individuals who, as of the date hereof, constitute the\nBoard of Directors (the \"Incumbent Board\") cease for any reason to constitute at\nleast a majority of such Board; provided, that any individual who becomes a\ndirector of the Company subsequent to the date hereof whose election, or\nnomination for election by the Company's stockholders, was approved by a the\nvote of at least a majority of the directors then comprising the Incumbent Board\nshall be deemed a member of the Incumbent Board; and provided further, that any\nindividual who was initially elected as a director of the Company as a result of\nan actual or threatened election contest, as such terms are used in Rule 14a-11\nof Regulation 14A promulgated under the Exchange Act, or any other actual or\nthreatened solicitation of proxies or consents by or on behalf of any Person\nother than the Board shall not be deemed a member of the Incumbent Board; or\n\n\n                  (3) consummation of a reorganization, merger or consolidation\nor sale or other disposition of all or substantially all of the assets of the\nCompany (a \"Business Combination\"), in each case, unless, following such\nBusiness Combination, (i) all or substantially all of the individuals and\nentities who were the beneficial owners, respectively, of the Outstanding\nCompany Common Stock and the Outstanding Company Voting Securities immediately\nprior to such Business Combination beneficially own, directly or indirectly,\nmore than 50 percent of, respectively, the then outstanding shares of Common\nStock, and the combined voting power of the then outstanding voting securities\nentitled to vote generally in the election of directors, as the case may be, of\nthe corporation resulting from such Business Combination (including, without\nlimitation, a corporation which as a result of such transaction owns the Company\nor all or substantially all of the Company's assets either directly or through\none or more subsidiaries) in substantially in the same proportions as their\nownership, immediately prior to such Business Combination of the Outstanding\nCompany Common Stock and the Outstanding Company Voting Securities, as the case\nmay be, (ii) no Person (excluding any corporation resulting from such Business\nCombination or any employee benefit plan (or related trust) of the Company or\nsuch corporation resulting from such Business Combination) beneficially owns,\ndirectly or indirectly, 20 percent or more of, respectively, the then\noutstanding shares of Common Stock of the corporation resulting from such\nBusiness Combination or the combined voting power of the then outstanding voting\nsecurities of such corporation except to the extent that such ownership existed\nprior to the Business Combination, and (iii) at least a majority of the members\nof the board of directors of the corporation resulting from such Business\nCombination were members of the incumbent Board at the time of the execution of\nthe initial agreement, or the action of the Board, providing for such Business\nCombination; or\n\n                  (4)      approval by the stockholders of the Company of a\nplan of complete liquidation or dissolution of the Company.\n\n6.9      NO RIGHT OF PARTICIPATION OR EMPLOYMENT. No person shall have any right\nto participate in this Plan. Neither this Plan nor any award made hereunder\nshall confer upon any person any right to continued employment by the Company,\nany Subsidiary or any affiliate of the Company or affect in any manner the right\nof the Company, any Subsidiary or any affiliate of the Company to terminate the\nemployment of any person at any time without liability hereunder.\n\n6.10     RIGHTS AS STOCKHOLDER. No person shall have any right as a stockholder\nof the Company with respect to any shares of Common Stock or other equity\nsecurity of the Company which is subject to an award hereunder unless and until\nsuch person becomes a stockholder of record with respect to such shares of\nCommon Stock or equity security.\n\n6.11     GOVERNING LAW. This Plan, each award hereunder and the related\nAgreement, and all determinations made and actions taken pursuant thereto, to\nthe extent not otherwise governed by the Code or the laws of the United States,\nshall be governed by the laws of the State of Iowa and construed in accordance\ntherewith without giving effect to principles of conflicts of laws.\n\n6.12     DEFERRAL AGREEMENTS. The Participants may enter into agreements which\nwill defer the receipt of any shares of Common Stock to be received under an\naward. Any such agreement shall require that the deferred distribution be made\nin shares of Common Stock.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7789],"corporate_contracts_industries":[9399],"corporate_contracts_types":[9539,9545],"class_list":["post-40596","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hon-industries-inc","corporate_contracts_industries-consumer__furniture","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\/40596","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=40596"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40596"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40596"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40596"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}