{"id":40627,"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-daimler-chrysler-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-plan-daimler-chrysler-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-plan-daimler-chrysler-corp.html","title":{"rendered":"Stock Option Plan &#8211; Daimler Chrysler Corp."},"content":{"rendered":"<pre>\nCHRYSLER CORPORATION\n \nSTOCK OPTION PLAN\n(as amended through May 6, 1998)\n \n1. PURPOSE\n \nThe purpose of the Stock Option Plan is to enable Chrysler Corporation\n(below called the Corporation) to be thoroughly competitive in encouraging\nsalaried officers and key employees and nonemployee Directors who are\nresponsible for the Corporation's future growth and success to remain in its\nservice and to attract others to it.\n \n2. AMOUNT OF STOCK SUBJECT TO THIS PLAN\n \nThe total number of shares of Common Stock of the Corporation that may \nbe sold pursuant to options granted under this Plan shall not exceed \n(a) 1,500,000 shares as constituted at the time of the annual meeting \nof stockholders on April 19, 1966 reduced by the number of shares as \nto which options have been granted and exercised since that time under \nany other stock option plan of the Corporation, plus (b) 1,500,000 \nshares as constituted at the time of the annual meeting of stockholders \non May 3, 1977, plus (c) 3,500,000 shares as constituted at the time \nof the annual meeting of stockholders on June 3, 1982 (all before the \nthree-for-two split of the Common Stock that became effective on \nFebruary 20, 1986), plus (d) 7,500,000 shares as constituted at the \ntime of the annual meeting of stockholders on May 14, 1986. The shares \nsold under this Plan may be either authorized and unissued shares or \nissued shares reacquired by the Corporation at any time, as the Board \nof Directors from time to time may determine. Unless and until the \nBoard of Directors shall determine to purchase shares in the market \nfor the purpose of this Plan or to use treasury shares, the shares \nsold under this Plan shall be authorized and unissued shares reserved \nfor that purpose. If any options granted under this Plan shall \nterminate, lapse or expire for any reason without having been \nexercised in full, the shares not purchased under the options shall be \navailable again for the purposes of this Plan; provided, however, that \nthis sentence shall not apply to any shares as to which an option is \nforfeited upon the exercise of a Stock Appreciation Right or a Limited \nStock Appreciation Right, as defined below.\n \n3. ELIGIBILITY AND PARTICIPATION\n \nNonemployee Directors of the Corporation and salaried officers and key\nemployees of the Corporation, its subsidiaries and its Related Entities \n(as defined below) who are responsible for or contribute to the \nmanagement, growth or profitability of the business of the Corporation, \nits subsidiaries or its Related Entities shall be eligible to be \ngranted options, and any former employees of the Corporation, its \nsubsidiaries and its Related Entities shall be eligible to be granted \nReload Options (as defined in paragraph 4 below) with\n\n\n\n\n\nrespect to stock options granted to such former employees; provided, however,\nwith respect to an employee of a Related Entity, that such person was an\nemployee of the Corporation, a subsidiary or, if originally an employee of the\nCorporation or a subsidiary, or another Related Entity immediately prior to\nbecoming employed by such Related Entity and accepted employment with such\nRelated Entity at the request of the Corporation or a subsidiary. The term\n\"Related Entity\" when used herein shall mean any corporation, joint venture or\nother entity, domestic or foreign, other than a subsidiary, in which the\nCorporation owns, directly or indirectly, a substantial equity interest. The\nterm \"Nonemployee Director\" means a Director who is not an employee of the\nCorporation, any of its subsidiaries or any Related Entity.\n \n4. GRANTING OF OPTIONS\n \n     The Board of Directors of the Corporation shall appoint a Stock Option\nCommittee (below called the Committee), consisting of not less than two\nNonemployee Directors, each of whom shall be a \"Non-Employee Director\" within\nthe meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended\nfrom time to time (the \"Exchange Act\"), or meet any other applicable standard\nfor administrators under that or any similar rule in effect from time to time.\nEach member of the Committee shall be appointed by the Board and serve at the\npleasure of the Board. The Committee shall have the power and authority granted\nto it in this and other paragraphs of this Plan; provided, however, that the\nBoard of Directors shall have the right to exercise any and all such power and\nauthority and to perform each and every function of the Committee whenever, in\nthe sole discretion of the Board, this seems expedient.\n \n     Subject to the express provisions of this Plan, the Committee shall have\nauthority in its discretion from time to time, (a) to determine the salaried\nofficers and key employees of the Corporation, its subsidiaries and its Related\nEntities to receive options, the times when they shall receive them, the number\nof shares to be subject to each option, and the option price, (b) to determine\nthe terms and provisions of the option agreements applicable to options granted\nunder this Plan, to construe such terms and provisions, and to correct any\ndefect or supply any omission or reconcile any inconsistency in any option\nagreement, and (c) to prescribe, amend, and rescind rules and regulations\nrelating to this Plan. The determination of the Committee with respect to such\nmatters shall be conclusive. The Committee may permit a person to whom an option\nhas been granted and whose employment with the Corporation or any subsidiary is\nterminated in connection with the acceptance of employment, at the Corporation's\nor any subsidiary's request, with a Related Entity, to exercise his or her\noptions through their stated terms, provided the option holder maintains his or\nher employment with such Related Entity through the date of exercise of the\noption.\n \n\n                                      2\n\n\n\n     Unless otherwise expressly provided by the Committee in any specific\ninstance, the action of the Committee naming a salaried officer or key employee\nof the Corporation, any subsidiary or any Related Entity to receive an option\npursuant to this Plan (or any of the appreciation rights permitted under\nparagraph 6 of this Plan), determining the number of shares to be subject to the\noption (or such appreciation rights), and setting the option price of the shares\nsubject to the option (or such appreciation rights) shall constitute the\ngranting of the option (or such appreciation rights), and the date when the\nCommittee shall take the action shall be the date of granting the option (or\nsuch appreciation rights).\n \n     The Committee shall designate each option granted to a salaried officer or\nkey employee of the Corporation, any subsidiary or any Related Entity under this\nPlan as either an Incentive Stock Option or a Nonqualified Stock Option. An\nIncentive Stock Option shall be subject to all of the requirements of this Plan,\nincluding those specified in paragraph 5 of this Plan. A Nonqualified Stock\nOption shall be subject to all of the requirements of this Plan, except those\nspecified in paragraph 5 of this Plan.\n \n     The Committee shall have the authority to specify, at the time of grant or,\nwith respect to Nonqualified Stock Options, at or after the time of grant, that\nthe person to whom an option is or was granted under this Plan (which may\ninclude a former salaried officer or key employee of the Corporation, any\nsubsidiary or any Related Entity) shall be granted a Nonqualified Stock Option\n(a \"Reload Option\") in the event such person exercises all or a part of a stock\noption (an \"Original Option\") by surrendering in accordance with paragraph 6 of\nthis Plan already owned shares of unrestricted Common Stock in full or partial\npayment of the option price under such Original Option, subject to the\navailability of shares of stock under this Plan at the time of such exercise.\nEach Reload Option shall cover a number of shares of stock equal to the number\nof shares of stock surrendered in payment of the option price under such\nOriginal Option, shall have an option price per share of stock equal to the Fair\nMarket Value (as defined below) of the stock on the date of grant of such Reload\nOption and shall expire on the stated expiration date of the Original Option. A\nReload Option shall be exercisable at any time and from time to time from and\nafter the date of grant of such Reload Option (or, as the Committee in its sole\ndiscretion shall determine at or after the time of grant, at such time or times\nas shall be specified in the Reload Option). Any Reload Option may provide for\nthe grant, when exercised, of subsequent Reload Options to the extent and upon\nsuch terms and conditions, consistent with this paragraph 5, as the Committee in\nits sole discretion shall specify at or after the time of grant of such Reload\nOption. A Reload Option shall contain such other terms and conditions, which may\ninclude a restriction on the transferability of the shares of stock received\nupon exercise of the Original Option representing at least the after-tax profit\nreceived upon exercise of the Original Option, as the Committee in its sole\n\n\n\n                                      3\n\n\n\ndiscretion shall deem desirable and which may be set forth in rules or\nguidelines adopted by the Committee or in the Stock Option Agreements\nevidencing the Reload Options. The term \"Fair Market Value\" when used herein\nshall mean, as of any given date, the mean of the high and low trading price of\nthe Common Stock of the Corporation on such date as reported on the New York\nStock Exchange or, if the stock is not then traded on the New York Stock\nExchange, on such other national securities exchange on which the stock is\nadmitted to trade or, if none, on the National Association of Securities\nDealers Automated Quotation System if the stock is admitted for quotation\nthereon; provided, however, that if any such exchange or quotation system is\nclosed on any day on which Fair Market Value is to be determined, Fair Market\nValue shall be determined as of the first day immediately preceding such day on\nwhich such exchange or quotation system was open for trading.\n \n5. INCENTIVE STOCK OPTIONS\n \n     An option designated by the Committee as an Incentive Stock Option is\nintended to qualify as an \"incentive stock option\" within the meaning of\nSubsection (b) of Section 422(A) of the Internal Revenue Code, and shall, in\naddition to all other requirements of this Plan, be subject to the requirements\nof this paragraph 5. An Incentive Stock Option may not be exercised by a person\nwhile there is \"outstanding\", within the meaning of Section 422(A)(c)(7) of the\nInternal Revenue Code or any amendment thereof in effect at the relevant time,\nany Incentive Stock Option which was granted before the granting of such option,\nto such person to purchase stock of the Corporation. An Incentive Stock Option\nmay not be granted to a person who at the time the option is granted owns stock\npossessing more than 10% of the total combined voting power of all classes of\nstock of the Corporation, unless the option price of the shares of Common Stock\nfor which the option is granted to such person is not less than 110% of the Fair\nMarket Value of such stock at the time the option is granted and such option by\nits terms is not exercisable after the expiration of five years from the date\nsuch option is granted. The aggregate Fair Market Value, determined as of the\ntime the option is granted, of shares of Common Stock as to which any person may\nbe granted Incentive Stock Options in any calendar year shall not exceed\n$100,000 plus any unused limit carryover to such year. In applying such calendar\nyear limitation, (a) the term \"unused limit carryover\" shall mean one-half of\nthe amount by which $100,000 exceeds the aggregate Fair Market Value, determined\nas of the time the option is granted, of shares of Common Stock as to which the\nperson was granted options in any calendar year after 1980, (b) the amount of\noptions granted during a calendar year to a person shall be treated as first\nusing up the $100,000 limitation for that year, (c) to the extent that the\naggregate Fair Market Value, determined as of the time the option is granted, of\nshares of Common Stock as to which options are granted to a person in any\ncalendar year, exceeds $100,000, the excess shall be treated as using up unused\nlimit carryovers to such year in the order of the calendar years in which the\ncarryovers arose, and (d) the amount of the unused limit carryover from any\n\n\n\n\n                                      4\n\n\ncalendar year which may be taken into account in any succeeding calendar year\nshall be the amount of such carryover reduced by the amount of such carryover\nwhich was used in prior calendar years; provided, however, that no unused limit\ncarryover may be carried over except to the three calendar years succeeding the\nyear in which it arose.\n \n6. OPTION PRICE, PAYMENT AND APPRECIATION DISTRIBUTION\n \n     The option price of the shares of Common Stock subject to each option\ngranted to a salaried officer or key employee of the Corporation, any subsidiary\nor any Related Entity pursuant to this Plan shall be set by the Committee and,\nexcept as otherwise provided in paragraph 5 of this Plan, shall not be less than\n100% of the Fair Market Value on the date of the granting of the option, as\ndetermined by the Committee. Except as otherwise provided in this paragraph 6,\nthe option price shall be paid in full upon exercise of the option, in cash or\nshares of Common Stock. The proceeds of sale of stock subject to the options are\nto be added to the general funds of the Corporation and used for its corporate\npurposes.\n \n     In connection with the payment of any federal, state or local taxes of any\nkind required by law to be withheld with respect to any option, award or other\nright under this Plan, the person to whom such option, award or other right is\ngranted may elect to have such tax withholding obligation satisfied, in whole or\nin part, by (i) authorizing the Corporation to withhold from the shares of\nCommon Stock to be issued upon the exercise or vesting of such option, award or\nright a number of shares of Common Stock with an aggregate Fair Market Value\nthat would satisfy the withholding amount due, or (ii) transferring to the\nCorporation shares of Common Stock owned by that person with an aggregate Fair\nMarket Value that would satisfy the withholding amount due.\n \n     The person to whom an option is granted under this Plan may, at the\ndiscretion of the Committee, be granted at the time the option is granted, the\nright (below called a Stock Appreciation Right) to elect as an alternative means\nof exercising the option, to forfeit his option with respect to a number of\nshares up to the Maximum Number of Shares, as defined below, in which case he\nshall receive in cash or shares of Common Stock or any combination thereof, at\nthe sole discretion of the Committee, with respect to those shares as to which\nhe elects to forfeit his option, the Stock Appreciation, as defined below.\n \n     The person to whom an option is granted under this Plan may, at the\ndiscretion of the Committee, be granted, at the time the option is granted, the\nright (below called an Additional Appreciation Right) to receive at the time the\noption is exercised, in cash or shares of Common Stock or any combination\nthereof, at the sole discretion of the Committee, an amount equal to (a) the\nnumber of shares he then purchased, multiplied by (b) the Stock Appreciation on\n\n\n\n                                      5\n\n\n\nan equal number of shares; provided, however, that nonemployee Directors may not\nbe granted Additional Appreciation Rights.\n \n     The person to whom an option is granted under this Plan may, at the\ndiscretion of the Committee, be granted at the time the option is granted (or,\nin the case of a Nonqualified Stock Option, at any time after such option has\nbeen granted, or in the case of an Incentive Stock Option, at any time after\nsuch option has been granted and the holder thereof has requested that he be\ngranted the appreciation right provided for in this subparagraph and consents to\nany conversion of such option into a Nonqualified Stock Option as a result of\nsuch grant), the right (below called a Limited Stock Appreciation Right) to\nelect during the sixty day period following a Change in Control, as defined\nbelow, as an alternative means of exercising the option, to forfeit his option\nwith respect to a number of shares up to the total number of shares subject\nthereto, in which case he shall receive in cash with respect to those shares as\nto which he elects to forfeit his option, the Change in Control Stock\nAppreciation, as defined below.\n \n     Any shares as to which an option is forfeited through the exercise of a\nStock Appreciation Right or a Limited Stock Appreciation Right shall no longer\nbe subject to the option or the related Stock Appreciation Right or Limited\nStock Appreciation Right and shall not be available for granting further options\nunder this Plan.\n \n     For purposes of this paragraph 6, (a) \"Maximum Number of Shares\" shall mean\n(i) if the option is a Nonqualified Stock Option and the Committee has directed\nthat the Stock Appreciation shall be paid all in cash, the total number of\nshares that the holder then could have purchased under the option, or (ii) if\nthe option is a Nonqualified Stock Option and the Committee has directed that\nthe Stock Appreciation shall be paid all in shares of Common Stock or in a\ncombination of cash and shares of Common Stock, or if the option is an Incentive\nStock Option, the lesser of (A) the number of shares he then purchased or (B)\nthe remaining number of shares that he then could have purchased under the\noption, and (b) \"Stock Appreciation\" with respect to any shares of Common Stock\nshall mean an amount equal to the difference between the option price of such\nshares and the Fair Market Value of such shares on the date the option is\nexercised.\n \n     For purposes of this Plan, \"Change in Control\" shall mean a Change in\nControl of the Corporation, which shall be deemed to have occurred:\n \n          (a) if any Person, as defined below, is or becomes the Beneficial \n     Owner, as defined below, of securities of the Corporation representing 20% \n     or more of the combined voting power of the Corporation's then outstanding\n     securities (unless the event causing the 20% threshold to be crossed is an\n     acquisition of securities directly from the Corporation);\n \n\n\n\n\n                                      6\n\n\n          (b) if during any period of two consecutive years beginning after \n     June 7, 1990, individuals who at the beginning of such period\n     constitute the Board of Directors and any new Director (other than a\n     Director designated by a Person who has entered into an agreement with the\n     Corporation to effect a transaction described in clauses (a), (c) or (d)\n     of this Change in Control definition) whose election or nomination for\n     election was approved by a vote of at least two-thirds of the Directors\n     then still in office who either were Directors at the beginning of the\n     period or whose election or nomination for election was previously so\n     approved, cease for any reason to constitute a majority of the Board of\n     Directors;\n \n          (c) upon the approval by the stockholders of the Corporation of a \n     merger or consolidation of the Corporation with any other corporation\n     (other than a merger or consolidation which would result in the voting\n     securities of the Corporation outstanding immediately prior thereto\n     continuing to represent (either by remaining outstanding or by being\n     converted into voting securities of the entity surviving such merger or\n     consolidation), in combination with voting securities of the Corporation\n     or such surviving entity held by a trustee or other fiduciary pursuant to\n     any employee benefit plan of the Corporation or such surviving entity or\n     of any subsidiary of the Corporation or such surviving entity, at least\n     80% of the combined voting power of the securities of the Corporation or\n     such surviving entity outstanding immediately after such merger or\n     consolidation) if, and only if, such merger or consolidation is ultimately\n     consummated; or\n \n          (d) if the stockholders of the Corporation approve a plan of complete\n     liquidation or dissolution of the Corporation or an agreement for the sale\n     or disposition by the Corporation of all or substantially all the\n     Corporation's assets.\n \n     For purposes of the definition of Change in Control, \"Person\" shall have\nthe meaning ascribed to such term in Section 3(a)(9) of the Exchange Act as\nsupplemented by Section 13(d)(3) of the Exchange Act, provided, however, that\nPerson shall not include (a) the Corporation, any subsidiary of the Corporation\nor any other Person controlled by the Corporation, (b) any trustee or other\nfiduciary holding securities under any employee benefit plan of the Corporation\nor of any subsidiary of the Corporation, or (c) a corporation owned, directly or\nindirectly, by the stockholders of the Corporation in substantially the same\nproportions as their ownership of securities of the Corporation.\n \n     For purposes of the definition of Change in Control, a Person shall be\ndeemed the \"Beneficial Owner\" of any securities which such Person, directly or\nindirectly, has the right to vote or dispose of or has \"beneficial ownership\" of\n(within the meaning of Rule 13d-3 under the Exchange Act), including pursuant to\nany agreement, arrangement or understanding (whether or not in writing);\n\n\n\n\n                                      7\n\n\nprovided, however, that: (a) a Person shall not be deemed the Beneficial Owner\nof any security as a result of an agreement, arrangement or understanding to\nvote such security (i) arising solely from a revocable proxy or consent given in\nresponse to a public proxy or consent solicitation made pursuant to, and in\naccordance with, the Exchange Act and the applicable rules and regulations\nthereunder or (ii) made in connection with, or to otherwise participate in, a\nproxy or consent solicitation made, or to be made, pursuant to, and in\naccordance with, the applicable provisions of the Exchange Act and the\napplicable rules and regulations thereunder, in either case described in clause\n(i) or clause (ii) above, whether or not such agreement, arrangement or\nunderstanding is also then reportable by such Person on Schedule 13D under the\nExchange Act (or any comparable or successor report); and (b) a Person engaged\nin business as an underwriter of securities shall not be deemed to be the\nBeneficial Owner of any securities acquired through such Person's participation\nin good faith in a firm commitment underwriting until the expiration of forty\ndays after the date of such acquisition.\n \n     For purposes of this paragraph 6, \"Change in Control Stock Appreciation\"\nwith respect to any share of Common Stock shall mean an amount equal to the\nexcess, if any, of\n \n          (a) the higher of (i) the Market Value of such share on the date the\n     option is exercised or (ii) (A) in the case of transactions described in\n     clauses (a) or (c) of the Change in Control definition, the highest per\n     share price paid (below called the Highest Price) for shares of Common\n     Stock of the Corporation in the transaction constituting the Change in\n     Control, (B) in the case of a transaction described in clause (b) of the\n     Change in Control definition which occurs in connection with a transaction\n     described in clauses (a), (c) or (d) of the Change in Control definition,\n     the Highest Price, (C) in the case of a transaction described in clause (b)\n     of the Change in Control definition which does not occur in connection with\n     a transaction described in clauses (a), (c) or (d) of the Change in Control\n     definition, the average of the daily closing prices per share of Common\n     Stock of the Corporation on the New York Stock Exchange, if such shares are\n     traded thereon, or, if not, such other national securities exchange on\n     which such shares are admitted to trade or, if none, the National\n     Association of Securities Dealers Automated Quotation System if such shares\n     are admitted for quotation thereon, on the thirty consecutive trading days\n     immediately preceding the Change in Control or (D) in the case of a\n     transaction described in clause (d) of the Change in Control definition, \n     the equivalent of the Highest Price as determined by the Committee, over\n \n          (b) the option price of such share, provided, however, that with\n     respect to a Limited Stock Appreciation Right associated with an option\n     which is an Incentive Stock Option immediately prior to the exercise of\n     such Limited Stock Appreciation Right, the Change in Control Stock\n\n\n\n                                      8\n\n\n\n     Appreciation thereon shall not exceed the maximum amount which will permit\n     such option to continue to qualify as an Incentive Stock Option.\n \n7. PERIOD OF OPTION AND CERTAIN LIMITATIONS ON THE RIGHT TO EXERCISE\n \n     The person to whom an option is granted under this Plan (below called the\nOption Holder) must remain in the continuous employ of the Corporation, any\nsubsidiary or any Related Entity of the Corporation for twelve consecutive\nmonths from the date the option is granted before he can exercise any part of\nthe option, except that such requirement shall not apply to the exercise of\noptions, Stock Appreciation Rights, Additional Appreciation Rights or Limited\nStock Appreciation Rights following a Change in Control and except as provided\nin paragraphs 8, 9 and 10 of this Plan. Thereafter,\n \n          (a) on and after the first anniversary of the date of granting the\n     option and before the second anniversary, he may buy not more than 40% of\n     the number of shares covered by the option,\n \n          (b) on and after the second anniversary and before the third\n     anniversary, he may buy not more than 70% thereof, and\n \n          (c) on and after the third anniversary and before the expiration of\n     the term of the option, which shall be not more than ten years from the\n     date of granting the option, he may buy all or from time to time any part\n     thereof\n \n(the provisions of the foregoing clauses (a), (b) and (c) being hereinafter\ncalled the Normal Exercise Provisions); provided, however, that\n \n          (x) the Committee shall have authority in its discretion to determine\n     that an option shall be exercisable under provisions other than the Normal\n     Exercise Provisions, so long as such other provisions do not at any time\n     permit the Option Holder to purchase a greater percentage of the shares\n     subject to the option than the Option Holder could purchase at such time\n     under the Normal Exercise Provisions, and in connection with any such\n     determination the Committee\n \n             (i) may retain the discretion to subsequently change any such other\n        provisions to the Normal Exercise Provisions or to other provisions not\n        more favorable than the Normal Exercise Provisions, and\n \n             (ii) may alter the application of paragraphs 8 and 9 of this Plan\n        with respect to any of the types of termination of employment referred\n        to therein but only during the period that any such other provisions\n        determined or changed pursuant to this proviso are in effect,\n \n\n\n\n                                      9\n\n\n          (y) except as otherwise determined pursuant to proviso (x) above, no\n     options may be exercised unless the Option Holder has been in the employ of\n     the Corporation, a subsidiary or a Related Entity continuously from the\n     date of granting the option or his employment was terminated for one of the\n     reasons referred to in paragraphs 8 and 9 of this Plan, and\n \n          (z) upon the occurrence of a Change in Control, all options, Stock\n     Appreciation Rights and Additional Appreciation Rights outstanding on the\n     date of such Change in Control shall become immediately and fully\n     exercisable.\n \n     In no case may an option be exercised for a fraction of a share.\n\n8. TERMINATION OF EMPLOYMENT\n \n     All the rights of an Option Holder under his option shall lapse if his\nemployment with the Corporation, any subsidiary or any Related Entity is\nterminated for any reason other than those referred to in this paragraph 8 or in\nparagraph 9 of this Plan.\n \n     If the employment of an Option Holder with the Corporation, any subsidiary\nor any Related Entity is terminated (a) by reason of retirement or permanent\ntotal disability, or (b) at or after age 55 under circumstances which the\nCommittee, in its discretion, deems equivalent to retirement, and in either case\nhe has been in the employ of the Corporation, any subsidiary or any Related\nEntity continuously from the date of granting the option until the termination\nof his employment, the Option Holder may exercise the option (and any associated\nStock Appreciation Right, Additional Appreciation Right or Limited Stock\nAppreciation Right) after such termination of employment at any time within the\nfive year period commencing on the date of termination of his employment, but\nnot beyond the term of his option, and only to the extent that he would on the\ndate of exercise have been entitled under paragraph 7 of this Plan to exercise\nthe option (or any associated Stock Appreciation Right, Additional Appreciation\nRight or Limited Stock Appreciation Right) if he had continued to be employed by\nthe Corporation, such subsidiary or such Related Entity.\n \n     If the employment of an Option Holder with the Corporation or any\nsubsidiary is terminated by the Corporation or such subsidiary under mutually\nsatisfactory conditions, or if an Option Holder's employment with a Related\nEntity is terminated under conditions mutually satisfactory to such Related\nEntity and the Option Holder, and he has been in the employ of the Corporation,\nany subsidiary or any Related Entity continuously from the date of granting the\noption until the termination of his employment, the Committee or its designee,\nin its discretion, may permit the Option Holder to exercise the option (and any\nassociated Stock Appreciation Right, Additional Appreciation Right or Limited\n\n\n\n\n\n\n                                     10\n\n\n\nStock Appreciation Right) after such termination of employment at any time\nwithin the one year period commencing on the date of termination of his\nemployment, but not beyond the term of his option, and only to the extent that\nhe would on the date of exercise have been entitled under paragraph 7 of this\nPlan to exercise the option (or any associated Stock Appreciation Right,\nAdditional Appreciation Right or Limited Stock Appreciation Right) if he had\ncontinued to be employed by the Corporation, such subsidiary or such Related\nEntity.  The Committee may delegate to an officer of the Corporation the\ndiscretionary authority provided under this Section 8 to permit an Option\nHolder to exercise a Stock Option following termination of employment.  Such\ndelegation shall be in writing, shall designate the corporate officer by office\ntitle, shall continue in effect with respect to any individual thereafter\nelected to such office until revoked by the Committee, and shall be limited in\nscope to Option Holders who were not officers of the Corporation at the time of\ntermination.  All decisions made by such designee shall be final and binding on\nthe Option Holder.\n        \n     Notwithstanding the above, the exercise of any option after termination of\nemployment shall be subject to satisfaction of the conditions precedent that the\nOption Holder neither, (a) takes other employment or renders services to others\nwithout the written consent of the Corporation, nor (b) conducts himself in a\nmanner adversely affecting the Corporation.\n \n     Notwithstanding the foregoing provisions of this paragraph 8 (including,\nwithout limitation, the immediately preceding subparagraph of this paragraph 8),\nif the employment of an Option Holder is terminated by the Corporation, any\nsubsidiary or any Related Entity for any reason within the two year period\nimmediately following a Change in Control, and he has been in the employ of the\nCorporation, any subsidiary or any Related Entity continuously from the date of\ngranting the option until the termination of his employment, the Option Holder\nshall be permitted to exercise the option (and any associated Stock Appreciation\nRight, Additional Appreciation Right or Limited Stock Appreciation Right) after\nsuch termination of employment at any time within the three month period\ncommencing on the date of termination of his employment, but not beyond the term\nof his option, and only to the extent that he would on the date of exercise have\nbeen entitled under paragraph 7 of this Plan to exercise the option (or any\nrelated Stock Appreciation Right, Additional Appreciation Right or Limited Stock\nAppreciation Right) if he had continued to be employed by the Corporation.\n \n     Options granted under this Plan shall not be affected by any change of\nemployment so long as the Option Holder continues to be an employee of the\nCorporation, any subsidiary or any Related Entity. The option agreements may\ncontain such provisions as the Committee shall approve regarding the effect of\napproved leaves of absence. Nothing in this Plan or in any option granted under\nit shall confer any right to continue in the employ of the Corporation, any\nsubsidiary or any Related Entity, or interfere in any way with the right of the\n\n\n\n\n \n                                     11\n\n\nCorporation, any subsidiary or any Related Entity, to terminate any employment\nat any time.\n \n9. DEATH OF OPTION HOLDER\n \n     If (a) the employment of an Option Holder terminates by reason of death,\n(b) an Option Holder dies within the five year period following termination of\nemployment (i) by reason of retirement or permanent total disability, or (ii) at\nor after age 55 under circumstances which the Committee, in its discretion,\ndeems equivalent to retirement, (c) an Option Holder dies within the one year\nperiod following termination of employment under mutually satisfactory\nconditions and the Committee has determined that he may exercise the option\nafter such termination of employment, or (d) an Option Holder dies within the\nthree month period following termination of employment for any reason within the\ntwo year period immediately following a Change in Control and if in any such\ncase he has been in the employ of either the Corporation, any subsidiary or any\nRelated Entity continuously from the date of granting the option until the\ntermination of his employment, the option theretofore granted to him may be\nexercised by the legal representative of the deceased Option Holder at any time\nwithin a period of one year after his death, but not beyond the term of the\noption, and only to the extent that he was entitled to exercise the option on\nthe date of his death, plus, a pro rata portion of the additional number of\nshares, if any, he would have become entitled to purchase under the option on\nthe anniversary of the date of granting the option that next follows the date of\nhis death (such pro rata portion to be 2 1\/2% of the full number of shares for\nwhich the option was granted for each full month during the twelve month period\npreceding such anniversary that the Option Holder was alive).\n \n10. GRANTING OF OPTIONS TO NONEMPLOYEE DIRECTORS\n \n     Each person who is not an employee of the Corporation or any of its\nsubsidiaries and who on and after May 14, 1986 is elected or reelected as a\nDirector of the Corporation at any annual or special meeting of stockholders of\nthe Corporation, shall as of the date of each such election or reelection\nautomatically be granted an option to purchase 1,000 shares of Common Stock (as\nconstituted at the time of the annual meeting of stockholders on May 14, 1986)\nfor an option price equal to 100% of Market Value on such date (and,\nnotwithstanding the discretion of the Committee under paragraph 6 of this Plan,\neach such option granted on or after May 14, 1986 shall automatically have\nassociated with it a Stock Appreciation Right, the Stock Appreciation on which\nshall be payable all in cash, and each such option granted on or after June 7,\n1990 shall automatically have associated with it a Limited Stock Appreciation\nRight, subject, in each case, to applicable law). The action of the stockholders\nin electing or reelecting a nonemployee Director shall constitute the granting\nof the option (and the associated Stock Appreciation Right and Limited Stock\nAppreciation Right), and the date when the stockholders shall take such action\n\n\n\n\n                                     12\n\n\n\nshall be the date of granting the option (and the associated Stock Appreciation\nRight and Limited Stock Appreciation Right). All such options shall be\ndesignated as Nonqualified Stock Options and, except as otherwise expressly\nprovided in this Plan, shall be subject to the same terms and provisions as are\nthen in effect with respect to granting of Nonqualified Stock Options to\nsalaried officers and key employees of the Corporation. Subject to the\nforegoing, all provisions of this Plan not inconsistent with the foregoing shall\napply to options granted to nonemployee Directors, except that with respect to\nan option (and the associated Stock Appreciation Right and Limited Stock\nAppreciation Right) granted to a nonemployee Director, (a) any requirement for\nemployment with the Corporation, any subsidiary or any Related Entity shall be\ndeemed to be a requirement for service as a Director, (b) any requirement of\ncontinuous employment shall be deemed to be a requirement of continuous service\nas a Director, and (c) any reference to termination of employment shall be\ndeemed to mean termination of service as a Director. The maximum number of\nshares as to which options may be granted to any nonemployee Director under this\nPlan, as in effect through April 17, 1992, shall be 6,000 shares (as constituted\nat the time of the annual meeting of stockholders on May 14, 1986).\n \n11. NONTRANSFERABILITY OF OPTIONS; DEFERRAL OF PROCEEDS\n \n     No option granted under this Plan shall be transferable by the Option\nHolder otherwise than by will or the laws of descent and distribution, and any\noption may be exercised during the lifetime of the Option Holder only by him.\n \n     The Option Holder may elect, on or after the date of grant of an option\nhereunder, to defer receipt of all or any portion of the proceeds, whether in\nthe form of cash or shares of Common Stock, deliverable to such Option Holder \nupon the exercise of an option or Stock Appreciation Right hereunder set forth,\nin each case to the extent permitted by and subject to the terms and conditions\nset forth in any deferral or similar plan or arrangement enacted by the Board\nof Directors or the Committee in its sole discretion.\n \n12. ADJUSTMENT FOR CHANGES IN CAPITALIZATION\n \n     Notwithstanding any other provision of this Plan, in the event of any\nchange in the outstanding Common Stock of the Corporation by reason of a stock\ndividend, recapitalization, merger, consolidation, split-up, combination or\nexchange of shares, and the like, the aggregate number and class of shares\navailable under this Plan and the number and class of shares subject to each\noutstanding option and the option prices shall be appropriately adjusted by the\nBoard of Directors, whose determination shall be conclusive.\n \n\n\n                                     13\n\n\n\n13. INTERPRETATION\n \n     The Board of Directors shall have full power and authority to interpret and\nconstrue this Plan and its interpreting and construing of this Plan and acts\npursuant to this Plan in good faith shall be final and conclusive. The Board of\nDirectors may correct any defect or supply any omission or reconcile any\ninconsistency in such a manner and to such an extent as it shall find expedient\nto carry this Plan into effect, and it shall be the sole and final judge of the\nexpediency. If any such interpreting or construing shall involve a question of\nlaw, the Board of Directors may rely and act upon the opinion of counsel (who\nmay be of counsel to the Corporation) on the question of law.\n \n     This Plan is intended to satisfy the conditions of Rule 16b-3 under the\nExchange Act, and all interpretations of this Plan shall to the extent permitted\nby law, regulations and rulings be made in a manner consistent with and so as to\nsatisfy the conditions of Rule 16b-3. In interpreting and applying the\nprovisions of this Plan any option granted as an Incentive Stock Option pursuant\nto this Plan shall to the extent permitted by law, regulations and rulings be\nconstrued as, and any ambiguity shall be resolved in favor of preserving its\nstatus as, an \"incentive stock option\" within the meaning of Subsection (b) of\nSection 422(A) of the Internal Revenue Code.\n \n     Notwithstanding any provision to the contrary in this Plan or in any\nIncentive Stock Option granted pursuant to this Plan, if any change in law or\nany regulation or ruling of the Internal Revenue Service shall have the effect\nof disqualifying any Incentive Stock Option granted under this Plan as an\n\"incentive stock option\" within the meaning of Subsection (b) of Section 422(A)\nof the Internal Revenue Code, the option granted shall nevertheless continue to\nbe outstanding as and shall be deemed to be a Nonqualified Stock Option under\nthis Plan, and in such event paragraph 5 of this Plan shall cease to be\noperative with respect to such option.\n \n14. AMENDMENT AND TERMINATION\n \n     The Board of Directors of the Corporation or the Committee may at any time\nterminate this Plan or make such changes in it and additions to it as it shall\ndeem advisable, including but not limited to, provisions changing the percentage\nof shares as to which an option that so provides must be exercised relative to\nshares forfeited in connection with the receipt of the appreciation on the\nforfeited shares; provided, however, that except as provided in paragraph 12\nhereof, the Board of Directors may not, without further approval by the holders\nof a majority of the shares of Common Stock of the Corporation then outstanding\nand entitled to vote, increase the maximum number of shares as to which options\nmay be granted under this Plan or reduce the minimum option price or extend the\nperiod during which options may be granted or exercised or change the class of\n\n\n\n                                     14\n\n\n\n\npersons eligible to receive options under this Plan. Unless terminated earlier\nby the Board of Directors, this Plan shall terminate on April 17, 1992, and no\noptions under it shall be granted thereafter; provided, however, that options\ngranted prior to April 17, 1992 may extend beyond that date; and provided,\nfurther, however, that Reload Options may be granted prior to and on and after\nApril 17, 1992, but no Reload Option shall be exercisable after any date which\nis later than the date on which a Stock Option granted prior to April 17, 1992\ncould be exercised. No termination or amendment of this Plan may, without the\nwritten consent of the Option Holder of an option then existing, terminate his\noption or materially and adversely affect his rights under the Option.\n \n15. EFFECTIVE PERIOD\n \n     The effective date of this Plan was originally January 13, 1972, subject,\nhowever, to approval of this Plan by the vote of the holders of a majority of\nthe shares of Common Stock of the Corporation outstanding and entitled to vote,\nwhich approval was obtained at the annual meeting of the stockholders on April\n18, 1972. This Plan was readopted by the Board of Directors following approval\nby the vote of the holders of a majority of the shares of Common Stock of the\nCorporation outstanding and entitled to vote at the annual meeting of the\nstockholders on June 3, 1982. Subject to the express provisions of this Plan,\noptions may be granted under this Plan at any time and from time to time prior\nto termination of this Plan.\n \n                                     15\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7265],"corporate_contracts_industries":[9388],"corporate_contracts_types":[9539,9545],"class_list":["post-40627","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-daimler-chrysler-corp","corporate_contracts_industries-autos__autos","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\/40627","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=40627"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40627"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40627"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40627"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}