{"id":40626,"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-option-plan-bfgoodrich-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-plan-bfgoodrich-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-plan-bfgoodrich-co.html","title":{"rendered":"Stock Option Plan &#8211; BFGoodrich Co."},"content":{"rendered":"<pre>\n                            THE B.F.GOODRICH COMPANY\n                                STOCK OPTION PLAN\n                           (Amended February 16, 1998)\n\n         1. PURPOSE. The purpose of the Plan is to promote the interests of the\nshareholders by providing stock-based incentives to selected employees to align\ntheir interests with shareholders and to motivate them to put forth maximum\nefforts toward the continued growth, profitability and success of the Company.\nIn furtherance of this objective, stock options, stock appreciation rights,\nperformance shares, restricted shares, common stock, and\/or other incentive\nawards may be granted in accordance with the provisions of this Plan.\n\n         2. ADMINISTRATION. The Plan is to be administered by the Compensation\nCommittee or any successor committee (the 'Committee') of the Board of Directors\nof the Company. The Committee shall consist of at least three members who shall\nnot be eligible to participate in the Plan. The Committee shall have full power\nand authority to construe, interpret and administer the Plan. All decisions,\nactions or interpretations of the Committee shall be final, conclusive and\nbinding on all parties.\n\n            The Committee may delegate to the Chief Executive Officer and to\nother senior officers of the Company the authority to make awards under the Plan\nwith respect to not more than ten percent of the shares authorized under the\nPlan, pursuant to such conditions and limitations as the Committee may\nestablish, except that only the Committee may make awards to Participants who\nare subject to Section 16 of the Securities Exchange Act of 1934.\n\n         3. SHARES AVAILABLE FOR THE PLAN. An aggregate of 3,200,000 shares of\ncommon stock of the Company shall be available for delivery pursuant to the\nprovisions of the Plan. Such shares may be either authorized but unissued shares\nor treasury shares. Any shares awarded under the Plan which are not issued or\notherwise are returned to the Company, whether because awards have been\nforfeited, lapsed, expired, been canceled, withheld to satisfy withholding tax\nobligations or otherwise, shall again be available for other awards under the\nPlan. However, upon surrender of a stock option or exercise of any related stock\nappreciation right, the number of shares subject to the surrendered option shall\nbe charged against the maximum number of shares issuable under the Plan and\nshall not be available for future awards.\n\n         4. LIMITATION ON AWARDS. No individual employee may receive awards\nunder this Plan with respect to more than 200,000 shares in any calendar year.\n\n         5. TERM. No awards may be made under this Plan after April 15, 2001.\n\n\n\n\n         6. ELIGIBILITY. Awards under the Plan may be made to any salaried,\nfull-time employee of the Company or any subsidiary corporation of which more\nthan 50% of the voting stock is owned by the Company.\nDirectors who are not full-time employees are not eligible to participate.\n\n         7. STOCK OPTIONS. The Committee may in its discretion from time to time\ngrant to eligible employees options to purchase, at a price not less than 100%\nof the fair market value on the date of grant (the 'option price'), common stock\nof the Company, subject to the conditions set forth in this Plan. The Committee\nmay not reduce the option price of any stock option grant after it is made,\nexcept in connection with a Corporate Reorganization, nor may the Committee\nagree to exchange a new lower priced option for an outstanding higher priced\noption\n\n                  The Committee, at the time of granting to any employee an\noption to purchase shares or any related stock appreciation right or limited\nstock appreciation right under the Plan, shall fix the terms and conditions upon\nwhich such option or appreciation right may be exercised, and may designate\noptions incentive stock options pursuant to Section 422 of the Internal Revenue\nCode of 1986, as amended (the 'Internal Revenue Code') or any other statutory\nstock option that may be permitted under the Internal Revenue Code from time to\ntime, provided, however that (i) the date on which such options and related\nappreciation rights shall expire, if not exercised, may not be later than ten\nyears after the date of grant of the option, (ii) in the case of options\ndesignated as incentive stock options (as defined in Section 422 of the Internal\nRevenue Code), the aggregate fair market value of stock optioned to an employee\n(determined at time of grant) under this plan or any other plan of this Company\nand its subsidiaries with respect to which incentive stock options are\nexercisable for the first time by such employee during any calendar year shall\nbe limited to $100,000 (unless such Section 422 limit is revised, then in\nconformance with such revision) and (iii) in case of any other statutory stock\noption permitted under the Internal Revenue Code, then in accordance with such\nprovisions as in effect from time to time.\n\n                  Within the foregoing limitations, the Committee shall have the\nauthority in its discretion to specify all other terms and conditions, including\nbut not limited to provisions for the exercise of options in installments, the\ntime limits during which options may be exercised, and in lieu of payment in\ncash, the exercise in whole or in part of options by tendering common stock of\nthe Company owned by the employee, valued at the fair market value on the date\nof exercise or other acceptable forms of consideration equal in value to the\noption price. The Committee may, in its discretion, issue rules or conditions\nwith respect to utilization of common stock for all or part of the option price,\nincluding limitations on the pyramiding of shares.\n\n         8. STOCK APPRECIATION RIGHTS. The Committee may, in its discretion,\ngrant stock appreciation rights and limited stock appreciation rights (as\nhereinafter described) in connection with any stock option, either at the time\nof grant of such stock option or any\n\n\n                                      -2-\n\n\n\ntime thereafter during the term of such stock option. Except for the terms of\nthis Plan with respect to limited stock appreciation rights, each stock\nappreciation right shall be subject to the same terms and conditions as the\nrelated stock option and shall be exercisable at such times and to such extent\nas the Committee shall determine, but only so long as the related option is\nexercisable. The number of stock appreciation rights or limited stock\nappreciation rights shall be reduced not only by the number of appreciation\nrights exercised but also by the number of shares purchased upon the exercise of\na related option. A related stock option shall cease to be exercisable to the\nextent the stock appreciation rights or limited stock appreciation rights are\nexercised. Upon surrender to the Company of the unexercised related stock\noption, or any portion thereof, a stock appreciation right shall entitle the\noptionee to receive from the Company in exchange therefor (a) a payment in stock\nas determined below, or (b) to the extent determined by the Committee, the cash\nequivalent of the fair market value of such payment in stock on the exercise\ndate had the employee been awarded a payment in stock instead of cash, or any\ncombination of stock and cash. The number of shares which shall be issued\npursuant to the exercise of stock appreciation rights shall be determined by\ndividing (1) the total number of stock appreciation rights being exercised\nmultiplied by the amount by which the fair market value of a share of common\nstock of the Company on the exercise date exceeds the option price of the\nrelated option, by (2) the fair market value of a share of common stock of the\nCompany on the exercise date. No fractional shares shall be issued.\n\n            The grant of limited stock appreciation rights will permit a\ngrantee to exercise such limited stock appreciation rights for cash during a\nsixty-day period commencing on the date on which any of the events described in\nthe definition of Change of Control occurs. The amount of cash received upon the\nexercise of any limited stock appreciation rights shall equal the excess, if\nany, of the fair market value of a share of the Company's common stock on the\ndate of exercise of the limited stock appreciation rights, over the option price\nof the stock option to which the limited stock appreciation rights relate.\n\n         9. PERFORMANCE SHARE AWARDS. The Committee may make awards in common\nstock subject to conditions established by the Committee which may include\nattainment of specific performance objectives ('Performance Share Awards').\nPerformance Share Awards may include the awarding of additional shares upon\nattainment of the specified performance objectives.\n\n         10. PERFORMANCE OBJECTIVES. Performance objectives that may be used\nunder the Plan include Net Income, Pretax Income, Consolidated Operating Income,\nSegment Operating Income, Return on Equity, Operating Income Return on Net\nCapital Employed, Return on Assets, Cash Flow, Working Capital and Earnings per\nShare of Common Stock of the Company (the 'Performance Objectives'). The\nPerformance Objectives shall be calculated without regard to any change in\naccounting standards adopted pursuant to the Financial Accounting Standards\nBoard after the goal for a Performance Objective is adopted which will affect\nthe performance measure by 10 percent or more.\n\n\n                                      -3-\n\n\n\n         11. RESTRICTED SHARES. The Committee may make awards in common stock\nsubject to conditions, if any, established by the Committee which may include\ncontinued service with the Company or its subsidiaries. Any award of Restricted\nShares which is conditioned upon continued employment shall be conditioned upon\ncontinued employment for a minimum period of two years and ten months following\nthe award, except in the case of death, disability or retirement. The maximum\nnumber of Restricted Shares that may be awarded under the plan shall be 800,000\nshares.\n\n         12. OTHER AWARDS. The Committee may make awards authorized under this\nPlan in Units, the value of which is based, in whole or in part, on the value of\nthe Company's common stock, in lieu of making such awards in common stock. The\nCommittee may provide for the deferral of cash-based awards under such terms and\nconditions as in its discretion it deems appropriate.\n\n         12A. DEFERRED AWARDS. The Committee may permit recipients of awards to\nelect to defer receipt of such awards under such terms and conditions that the\nCommittee may prescribe. The Committee may authorize the Company to establish\nvarious trusts or make other arrangements with respect to any deferred awards.\n\n         13. FAIR MARKET VALUE. For all purposes of this Plan the fair market\nvalue of a share of stock shall be the mean of the high and low prices of the\nCompany's common stock on the relevant date as reported on the New York Stock\nExchange -- Composite Transactions listing (or similar report), or, if no sale\nwas made on such date, then on the next preceding day on which such a sale was\nmade.\n\n         14. TERMINATION OF EMPLOYMENT. Upon the termination of employment of\nany employee for any reason, his or her options and any related appreciation\nrights shall terminate at that time with respect to all shares which were not\nthen purchasable by him or her, provided, however, that if the termination of\nemployment is by reason of death, disability or retirement the Committee may in\nits sole discretion provide that such options and related appreciation rights\nshall not terminate upon death, disability or retirement and may become\nimmediately exercisable or continue to become exercisable in accordance with the\nterms of the original grant.\n\n         15. ASSIGNABILITY. Options and any related appreciation rights and\nother awards granted under this Plan shall not be transferable other than by\nwill or the laws of descent and distribution or by such other means as the\nCommittee may approve from time to time.\n\n         16. CORPORATE REORGANIZATION. The number and kind of shares authorized\nfor delivery under the Plan and the price at which shares may be purchased may\nbe adjusted appropriately in the event of any stock split, stock dividend,\ncombination of\n\n                                      -4-\n\n\n\n\nshares, merger, consolidation, reorganization, or other change in the structure\nof the Company or the nature of the shares of the Company. The determination of\nwhat adjustments, if any, are appropriate shall be made in the discretion of the\nBoard of Directors or the Committee.\n\n            In the event of a dissolution or liquidation of the Company or a\nmerger, consolidation, sale of all or substantially all of its assets, or other\ncorporate reorganization in which the Company is not the surviving corporation\nor any merger in which the Company is the surviving corporation but the holders\nof its common stock receive securities of another corporation, any outstanding\noptions hereunder shall terminate, provided that each optionee shall, in such\nevent, have the right immediately prior to such dissolution, liquidation,\nmerger, consolidation, sale of assets or reorganization in which the Company is\nnot the surviving corporation or any merger in which the Company is the\nsurviving corporation but the holders of its common stock receive securities of\nanother corporation, to exercise any unexpired option and\/or stock appreciation\nright in whole or in part without regard to the exercise date contained in such\noption. Nothing herein contained shall prevent the assumption and continuation\nof any outstanding option or the substitution of a new option by the surviving\ncorporation.\n\n         17. COMMITTEE'S DETERMINATION. The Committee's determinations under the\nPlan including without limitation, determinations of the employees to receive\nawards or grants, the form, amount and timing of such awards or grants, the\nterms and provisions of such awards or grants and the agreements evidencing\nsame, and the establishment of Performance Objectives need not be uniform and\nmay be made by it selectively among employees who receive, or are eligible to\nreceive awards or grants under the Plan whether or not such employees are\nsimilarly situated.\n\n         18. LEAVE OF ABSENCE OR OTHER CHANGE IN EMPLOYMENT STATUS. The\nCommittee shall be entitled to make such rules, regulations and determinations\nas it deems appropriate under the Plan in respect of any leave of absence taken\nby an employee or any other change in employment status, such as a change from\nfull time employment to a consulting relationship, of an employee relative to\nany grant or award. Without limiting the generality of the foregoing, the\nCommittee shall be entitled to determine (i) whether or not any such leave of\nabsence or other change in employment status shall constitute a termination of\nemployment within the meaning of the Plan and (ii) the impact, if any, of any\nsuch leave of absence or other change in employment status on awards under the\nPlan theretofore made to any employee who takes such leave of absence or\notherwise changes his or her employment status.\n\n         19. WITHHOLDING TAXES. The Committee shall have the right to require\nany Federal, state or local withholding tax requirements to be satisfied by\nwithholding shares of common stock or other amounts which would otherwise be\npayable under the Plan.\n\n                                      -5-\n\n\n\n         20. RETENTION OF SHARES. If shares of common stock are awarded subject\nto attainment of Performance Objectives, continued service with the Company or\nother conditions, the shares may be registered in the employees' names when\ninitially awarded, but possession of certificates for the shares shall be\nretained by the Secretary of the Company for the benefit of the employees, or\nshares may be registered in book entry form only, in both cases subject to the\nterms of this Plan and the conditions of the particular awards. In either event,\neach employee shall have the right to receive all dividends and other\ndistributions made with respect to such awards registered in his or her name and\nshall have the right to vote or execute proxies with respect to such registered\nshares.\n\n         21. FORFEITURE OF AWARDS. Any awards or parts thereof made under this\nplan which are subject to Performance Objectives or other conditions which are\nnot satisfied, shall be forfeited, and any shares of common stock issued shall\nrevert to the Treasury of the Company.\n\n         22. CONTINUED EMPLOYMENT. Nothing in the Plan or in any agreement\nentered into pursuant to the Plan shall confer upon any employee the right to\ncontinue in the employment of the Company or affect any right which the Company\nmay have to terminate the employment of such employee.\n\n         23. CHANGE IN CONTROL. For purposes of the Plan, a Change in\nControl shall mean:\n\n             (i) The acquisition by any individual, entity or group (within the\nmeaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,\nas amended (the 'Exchange Act')), of beneficial ownership (within the meaning of\nRule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the\nthen outstanding shares of common stock of the Company (the 'Outstanding Company\nCommon Stock') or (B) the combined voting power of the then outstanding voting\nsecurities of the Company entitled to vote generally in the election of\ndirectors (the 'Outstanding Company Voting Securities'); provided, however, that\nthe following acquisitions shall not constitute a Change of Control: (A) any\nacquisition directly from the Company (other than by exercise of a conversion\nprivilege), (B) any acquisition by the Company or any of its subsidiaries, (C)\nany acquisition by any employee benefit plan (or related trust) sponsored or\nmaintained by the Company or any of its subsidiaries or (D) any acquisition by\nany corporation with respect to which, following such acquisition, more than 70%\nof, respectively, the then outstanding voting securities of such corporation\nentitled to vote generally in the election of directors is then beneficially\nowned, directly or indirectly, by all or substantially all of the individuals\nand entities who were the beneficial owners, respectively, of the Outstanding\nCompany Common Stock and Company Voting Securities immediately prior to such\nacquisition in substantially the same proportions as their ownership,\nimmediately prior to such acquisition, of the Outstanding Company Common Stock\nand Outstanding Company Voting Securities, as the case may be; or\n\n                                      -6-\n\n\n\n\n                  (ii) During any period of two consecutive years, individuals\nwho, as of the beginning of such period, constitute the Board (the 'Incumbent\nBoard'), cease for any reason to constitute at least a majority of the Board;\nprovided, however, that any individual becoming a director subsequent to the\nbeginning of such period whose election, or nomination for election by the\nCompany's shareholders, was approved by a vote of at least a majority of the\ndirectors then comprising the Incumbent Board shall be considered as though such\nindividual were a member of the Incumbent Board, but excluding, for this\npurpose, any such individual whose initial assumption of office occurs as a\nresult of either an actual or threatened election contest (as such terms are\nused in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or\n\n                  (iii) approval by the shareholders of the Company of a\nreorganization, merger or consolidation, in each case, with respect to which all\nor substantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Company Common Stock and Outstanding\nCompany Voting Securities immediately prior to such reorganization, merger or\nconsolidation, do not, following such reorganization, merger or consolidation,\nbeneficially own, directly or indirectly, more than 70% of, respectively, the\nthen outstanding shares of common stock and the combined voting power of the\nthen outstanding voting securities entitled to vote generally in the election of\ndirectors, as the case may be, of the corporation resulting from such\nreorganization, merger or consolidation in substantially the same proportions as\ntheir ownership, immediately prior to such reorganization, merger or\nconsolidation of the Outstanding Company Common Stock and Outstanding Company\nVoting Securities, as the case may be; or\n\n                  (iv) Approval by the shareholders of the Company of (A) a\ncomplete liquidation or dissolution of the Company or (B) a sale or other\ndisposition of all or substantially all of the assets of the Company, other than\nto a corporation, with respect to which following such sale or other\ndisposition, more than 70% of, respectively, the then outstanding shares of\ncommon stock of such corporation and the combined voting power of the then\noutstanding voting securities of such corporation to vote generally in the\nelection of directors is then beneficially owned, directly or indirectly, by all\nor substantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Company Common Stock and Outstanding\nCompany Voting Securities immediately prior to such sale or other disposition in\nsubstantially the same proportion as their ownership, immediately prior to such\nsale or other disposition, of the Outstanding Company Common Stock and\nOutstanding Company Voting Securities, as the case may be.\n\n         24. EFFECT OF CHANGE IN CONTROL. Options and any related appreciation\nrights that are not then exercisable shall become immediately exercisable in the\nevent of a Change in Control. The Committee may make such provision with respect\nto other awards under this Plan as it deems appropriate in its discretion.\n\n         25. COMPLIANCE WITH LAWS AND REGULATIONS. Notwithstanding any other\nprovisions of the Plan, the issuance or delivery of any shares may be postponed\nfor\n\n                                      -7-\n\n\n\nsuch period as may be required to comply with any applicable requirements of any\nnational securities exchange or any requirements under any other law or\nregulation applicable to the issuance or delivery of such shares, and the\nCompany shall not be obligated to issue or deliver any such shares if the\nissuance or delivery thereof shall constitute a violation of any provision of\nany law or any regulation of any governmental authority, whether foreign or\ndomestic, or any national securities exchange.\n\n         26. AMENDMENT. The Board of Directors of the Company may alter or amend\nthe Plan, in whole or in part, from time to time, or terminate the Plan at any\ntime, provided however, that no amendment shall be made without the approval of\nthe shareholders which has the effect of increasing the number of shares subject\nto this Plan (other than in connection with a Corporate Reorganization), but no\nsuch action shall adversely affect any rights or obligations with respect to\nawards previously made under the Plan.\n\n                                      -8-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7661],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9545],"class_list":["post-40626","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goodrich-corp","corporate_contracts_industries-aerospace__space","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\/40626","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=40626"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40626"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40626"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40626"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}