\n * None of the post-event exercise periods shall extend the term beyond
\n the normal ten years.<\/p>\n** If an optionee becomes an employee of the Company, then, for purposes
\n of this Section 4(h) only, that optionee’s “Non-Employee Director”
\n status shall be deemed to continue as long as the optionee remains an
\n active or advisory<\/p>\n
3<\/p>\n
4<\/p>\n
director of the Company. In that case, however, the optionee shall no
\n longer be eligible for future grants under Section 3.
\n<\/fn>
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
For purposes of this Plan:<\/p>\n
“Disability” means the condition of being disabled within the meaning
\nof Section 422(c)(6) of the Internal Revenue Code of 1986, as amended.<\/p>\n
“Retirement” occurs if (A) a Non-Employee Director completes his or her
\nterm of office, does not stand for re-election by the shareholders as an
\nactive Director, and is of an age which meets or exceeds the Board’s
\nthen-current retirement age for active non-employee Directors, and (B) either
\nhe or she (i) is not appointed by the Board as an advisory Director or (ii)
\nlater ceases to be an advisory Director (regardless of the reason therefor).
\nIn the case of clause (ii), “Retirement” occurs when advisory Director status
\nterminates, not when active status terminated.<\/p>\n
“Removal for cause” means removal of a Non-Employee Director from
\noffice “for cause” within the meaning of Section 141(k) of the Delaware
\nGeneral Corporation Law or other applicable Delaware law.<\/p>\n
(i) Exercise and Payment of Option Price. Options may be exercised in
\n ————————————
\nwhole or part (to the extent exercisable) by delivering to the Company a
\nwritten exercise notice and payment of the option price. The option price
\nmay be paid in cash or shares of Common Stock previously owned. If Stock is
\nused to pay the option price, such Stock shall be valued at its Fair Market
\nValue on the exercise date, and the Secretary may require the delivery of
\nstock certificates, stock powers, written instructions, and such other
\ndocumentation as she deems appropriate to satisfy legal requirements and
\nadministrative needs.<\/p>\n
(j) Transferability. Options shall not be transferable except by will
\n —————
\nor the laws of descent and distribution. In the case of death, Options may
\nbe exercised by the optionee’s “Post-Death Representatives,” who are the
\nexecutor or administrator of the optionee’s estate or the person or persons
\nto whom the optionee’s rights to his or her Options under this Plan shall
\npass by his or her will or the laws of descent and distribution.<\/p>\n
(k) Capital Change. The option price and number of Options shall be
\n ————–
\nadjusted as provided in Section 7 in the event of a stock split, stock
\ndividend, or other capital change.<\/p>\n
(l) Non-Stockholder Status. If a participant becomes a Non-Stockholder
\n ———————-
\nDirector after receiving one or more grants of Options, such Options shall be
\nconverted into SARs as if such participant had been a Non-Stockholder
\nDirector on the grant date.<\/p>\n
(m) No Rights as a Shareholder until Exercise. No optionee nor his or
\n —————————————–
\nher executors or administrators, legatees, or distributees, as the case may
\nbe, shall have any of the rights of a shareholder with respect to shares of
\nstock covered by his or her Options until shares of stock are issued to him,
\nher, or them upon exercise of the Options.<\/p>\n
4<\/p>\n
5<\/p>\n
5. TAXES<\/p>\n
If the Company is required to withhold or otherwise collect and remit
\ntaxes at the time of the exercise of Options, then the optionee shall pay
\nsuch taxes to the Company in cash promptly after exercise. The Company may
\nwithhold delivery of option shares pending receipt of such tax amounts. In
\nthe case of SARs, the Company may elect to withhold any such required taxes
\ndirectly from the amount otherwise owed to the recipient of the SARs.<\/p>\n
6. REGULATORY COMPLIANCE AND LISTING<\/p>\n
The Company intends to register the issuance of the Common Stock upon
\nexercise of Options under federal securities laws, and to qualify such Stock
\nfor exemption under applicable state securities laws. The issuance or
\ndelivery of any such shares under this Plan may be postponed by the Company
\nfor such period as may be required to comply with any applicable requirements
\nunder the Federal securities laws (including Rule 144), any applicable
\nlisting requirements of the New York Stock Exchange, Inc. or any other
\napplicable securities exchange, or any requirements under any other law or
\nregulation applicable to the issuance or delivery of such shares. Any stock
\ncertificates delivered to a recipient prior to the satisfaction of any such
\nrequirements shall bear an appropriate legend ensuring compliance with same.
\nIn no event will the Company be obligated to issue or deliver any shares if
\nthe issuance or delivery thereof would constitute a violation of any
\nprovision of any law or of any regulation of any governmental authority or
\nany national securities exchange.<\/p>\n
7. CHANGE IN CAPITALIZATION<\/p>\n
(a) In the event of a recapitalization or other substantial change in
\ncapitalization affecting the Company’s Common Stock (other than a stock split
\nor stock dividend described in Section 7(b)), an appropriate and
\nproportionate adjustment shall be made by the Committee or Board:<\/p>\n
(1) to the number of treasury shares reserved for issuance under
\n Section 3(c),<\/p>\n
(2) to the number and\/or to the option prices or base prices of
\n outstanding Options and SARs, and<\/p>\n
(3) to the number of Options and SARs which may be granted
\n annually under Sections 3(a) and 3(d)(1) (respectively) of this Plan. <\/p>\n
In the event of a spin-off, split-up, or other similar event, either the
\nCommittee or the Board may make such adjustment to Sections 3(a), 3(c) and
\n3(d)(1), and to the number and\/or to the option prices or base prices of
\noutstanding Options and SARs, as the Committee or Board deems appropriate and
\nconvenient, if material.<\/p>\n
(b) In the event that the Company’s Common Stock is split or a dividend
\nin respect of such Common Stock is paid in the form of additional shares of
\nCommon Stock, a numerically proportionate adjustment shall be made
\nautomatically:<\/p>\n
(1) to the number of treasury shares reserved for issuance under
\n Section 3(c),<\/p>\n
(2) to the number and to the option prices or base prices of
\n outstanding Options and SARs, and<\/p>\n
(3) to the number of Options and SARs granted annually under
\n Sections 3(a) and 3(d)(1) of this Plan.<\/p>\n
5<\/p>\n
6<\/p>\n
(c) The Secretary of the Company shall cause this Plan to be
\nappropriately revised to reflect any such automatic adjustments, and shall
\nnotify affected participants of any adjustments to their outstanding awards
\nunder this Plan.<\/p>\n
(d) The primary objective of all adjustments to outstanding Options and
\nSARs shall be to avoid a material enlargement or dilution of the benefits
\nrepresented by such awards.<\/p>\n
8. ADMINISTRATION<\/p>\n
This Plan shall be administered by a committee (the “Committee”)
\nappointed by the Company’s Board of Directors (the “Board”) from time to
\ntime. Until changed by the Board, the initial Committee shall be the
\nExecutive Salaries Committee of the Board or its successor committee from
\ntime to time. This Plan and all actions taken under it shall be governed by
\nthe laws of the State of Delaware.<\/p>\n
9. AMENDMENT<\/p>\n
The Board has the authority to amend or terminate this Plan at any
\ntime. Without the consent of the affected participant, no such amendment or
\ntermination shall affect previously granted Options or SARs except to
\nshorten, lessen, or remove restrictions or to comply with applicable laws and
\nregulations (including in particular Rule 16b-3 under the Securities Exchange
\nAct of 1934, as amended). No Non-Employee Director shall have any right in
\nor to Options or SARs (as applicable) prior to grant, nor any right to
\nmaintain this Plan’s existence.<\/p>\n
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