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Exhibit 99.2
LERNOUT & HAUSPIE SPEECH PRODUCTS NV
(the "Company")
1999 DRAGON ROLLOVER STOCK INCENTIVE PLAN
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ROLLED OVER FROM DRAGON SYSTEMS, INC
Set out below are the terms and conditions of the 1999 Dragon Rollover Stock
Incentive Plan (the "Plan") of the company formerly known as Dragon Systems,
Inc., a Delaware corporation ("Dragon"). On June 7, 2000 Dragon was merged with
and into L&H Holdings USA, Inc., a 100% subsidiary of the Company. Under this
merger all outstanding options of Dragon were to be rolled over to the Company.
On June 7, 2000, the Company adopted the Plan and issued 775,146 options to
purchase Common Stock of the Company (the "Substitute Options") substituting the
2,354,136 outstanding options (the "Initial Options") of Dragon under the Plan.
In accordance with Section 8.c, the Options shall, for all purposes of the Plan,
be treated as having been acquired under the same terms and conditions as the
Old Options.
1. Purpose
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The purpose of this Plan is to advance the interests of the Company's
stockholders by enhancing the Company's ability to attract, retain and motivate
persons who make (or are expected to make) important contributions to the
Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future subsidiary corporations as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code") and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company has
a significant interest as determined by the Board of Directors of the Company
(the "Board").
2. Eligibility
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All of the Company's employees who have been granted Initial Options will
be granted Substitute Options (an "Award") under the Plan. Each person who has
been granted an Award under the Plan shall be deemed a "Participant".
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3. Administration, Delegation
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a. Administration by Board of Directors. The Plan will be administered by
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the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.
b. Delegation to Executive Officers. To the extent permitted by
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applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.
c. Appointment of Committees. To the extent permitted by applicable law,
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the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officer referred to in Section 3(b) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
executive officer.
4. Stock Available for Awards
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Subject to adjustment under Section 8, Awards may be made under the Plan
for up to 775,146 shares of common stock, BEF 10.77 fractional share value per
share, of the Company (the "Common Stock"). If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part or results in any Common Stock not being issued,
the unused Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of Incentive Stock
Options (as hereinafter defined), to any limitation required under the Code.
5. Stock Options
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a. General. The Board will grant the Substitute Options to the
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Participants in proportion to the number of Initial Options held by such
Participant, adjusted to take account
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of the merger ratio used for exchanging Dragon common stock into Company common
stock and rounded upward or downward to the nearest whole number and determine
the number of shares of Common Stock to be covered by each Substitute Option,
the exercise price of each Substitute Option and the conditions and limitations
applicable to the exercise of each Substitute Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. A Substitute Option which is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated a
"Nonstatutory Stock Option".
b. Incentive Stock Options. A Substitute Option that the Board intends to
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be an "incentive stock option" as defined in Section 422 of the Code (an
"Incentive Stock Option") shall only be granted to employees of the Company and
shall be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Company shall have no liability to a Participant,
or any other party, if a Substitute Option (or any part thereof) which is
intended to be an Incentive Stock Option is not an Incentive Stock Option.
c. Exercise Price. The Board shall establish the exercise price at the
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time each Substitute Option is granted and specify it in the applicable option
agreement, provided, however, that the exercise price shall be not less than
100% of the fair market value of the Common Stock, as determined by the Board,
at the time the Substitute Option is granted. In accordance with Section 8.c,
the Substitute Options will be deemed to have been granted on the date on which
the Initial Options were granted, as specified in the applicable option
agreement.
d. Duration of Substitute Options. Each Substitute Option shall be
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exercisable at the same times and subject to the same terms and conditions as
the Initial Options, as specified in the applicable option agreement, provided,
however, that no Substitute Option will be granted for a term in excess of 10
years.
e. Exercise of Substitute Option. Substitute Options may be exercised by
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delivery to the Company of a written notice of exercise signed by the proper
person or by any other form of notice (including electronic notice) approved by
the Board together with payment in full as specified in Section 5(f) for the
number of shares for which the Substitute Option is exercised.
f. Payment Upon Exercise. Common Stock purchased upon the exercise of a
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Substitute Option granted under the Plan shall be paid for as follows:
(1) in cash or by check, payable to the order of the Company;
(2) except as the Board may, in its sole discretion, otherwise provide
in an option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise
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price or (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price;
(3) when the Common Stock is registered under the Exchange Act, by
delivery of shares of Common Stock owned by the Participant valued at their fair
market value as determined by (or in a manner approved by) the Board in good
faith ("Fair Market Value"), provided (i) such method of payment is then
permitted under applicable law and (ii) such Common Stock was owned by the
Participant at least six months prior to such delivery;
(4) to the extent permitted by the Board, in its sole discretion by
(i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or
(5) by any combination of the above permitted forms of payment.
6. Restricted Stock
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a. Grants. The Board may grant Awards entitling recipients to acquire
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shares of Common Stock, subject to the right of the Company to require
forfeiture of such Awards in the event that conditions specified by the Board in
the applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (a
"Restricted Stock Award").
b. Terms and Conditions. The Board shall determine the terms and
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conditions of any such Restricted Stock Award, including the conditions for
forfeiture and the issue price. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). At
the expiration of the applicable restriction periods, the Company (or such
designee) shall deliver the certificates no longer subject to such restrictions
to the Participant or if the Participant has died, to the beneficiary
designated, in a manner determined by the Board, by a Participant to receive
amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.
7. Other Stock-Based Awards
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The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.
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8. Adjustments for Changes in Common Stock and Certain Other Events
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a. Changes in Capitalization. In the event of any stock split, reverse
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stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number and class of securities and exercise price per share subject to
each outstanding Substitute Option, (iii) the repurchase price per share subject
to each outstanding Restricted Stock Award, and (iv) the terms of each other
outstanding Award shall be appropriately adjusted by the Company (or substituted
Awards may be made, if applicable) to the extent the Board shall determine, in
good faith, that such an adjustment (or substitution) is necessary and
appropriate. If this Section 8(a) applies and Section 8(c) also applies to any
event, Section 8(c) shall be applicable to such event, and this Section 8(a)
shall not be applicable.
b. Liquidation or Dissolution. In the event of a proposed liquidation or
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dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Substitute Options will (i)
become exercisable in full as of a specified time at least 10 business days
prior to the effective date of such liquidation or dissolution and (ii)
terminate effective upon such liquidation or dissolution, except to the extent
exercised before such effective date. The Board may specify the effect of a
liquidation or dissolution on any Restricted Stock Award or other Award granted
under the Plan at the time of the grant of such Award.
c. Acquisition and Change in Control Events
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(1) Definitions
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(a) An "Acquisition Event" shall mean:
(i) any merger or consolidation of the Company with or into
another entity as a result of which the Common Stock is
converted into or exchanged for the right to receive
cash, securities or other property; or
(ii) any exchange of shares of the Company for cash,
securities or other property pursuant to a statutory
share exchange transaction.
(b) A "Change in Control Event" shall mean:
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(i) the acquisition by an individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
of any capital stock of the Company if, after such
acquisition, such Person beneficially owns (within the
meaning of Rule 13d-3 promulgated under the Exchange
Act) 20% or more of either (x) the then-outstanding
shares of common stock of the Company (the "Outstanding
Company Common Stock") or (y) the combined voting power
of the then-outstanding securities of the Company
entitled to vote generally in the election of directors
(the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection
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(i), the following acquisitions shall not constitute a
Change in Control Event: (A) any acquisition directly
from the Company (excluding an acquisition pursuant to
the exercise, conversion or exchange of any security
exercisable for, convertible into or exchangeable for
common stock or voting securities of the Company,
unless the Person exercising, converting or exchanging
such security acquired such security directly from the
Company or an underwriter or agent of the Company), (B)
any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, (C) any
acquisition by any corporation pursuant to a Business
Combination (as defined below) which complies with
clauses (x) and (y) of subsection (iii) of this
definition any acquisition, or (D) an acquisition by
any of the members of the L&H Control Group/1/. or any
trust, corporation or other entity controlled by any
such party (each such party is referred to herein as an
"Exempt Person") of any shares of Common Stock;
provided that, after such acquisition, such Exempt
Person does not beneficially own more than 50% of
either (i) the Outstanding Company Common Stock of (ii)
the Outstanding Company Voting Securities; or
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/1/ Members of the L&H Control Group are (i) L&H Holding NV, (ii) L&H Holding
II, (iii) L&H Holding III, (iv) Oldco NV and (v) Trust Foundation LEHA.
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(ii) such time as the Continuing Directors (as defined
below) do not constitute a majority of the Board (or,
if applicable, the Board of Directors of a successor
corporation to the Company), where the term
"Continuing Director" means at any date a member of
the Board (x) who was a member of the Board on the
date of the initial adoption of this Plan by the
Board or (y) who was nominated or elected subsequent
to such date by at least a majority of the directors
who were Continuing Directors at the time of such
nomination or election or whose election to the Board
was recommended or endorsed by at least a majority of
the directors who were Continuing Directors at the
time of such nomination or election; provided,
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however, that there shall be excluded from this
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clause (y) any individual whose initial assumption of
office occurred as a result of an actual or
threatened election contest with respect to the
election or removal of directors or other actual or
threatened solicitation of proxies or consents, by or
on behalf of a person other than the Board; or
(iii) the consummation of a merger, consolidation,
reorganization, recapitalization or statutory share
exchange involving the Company or a sale or other
disposition of all or substantially all of the assets
of the Company (a "Business Combination"), unless,
immediately following such Business Combination, each
of the following two conditions is satisfied: (x) all
or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business
Combination beneficially own, directly or indirectly,
more than 50% of the then-outstanding shares of
common stock and the combined voting power of the
then-outstanding securities entitled to vote
generally in the election of directors, respectively,
of the resulting or acquiring corporation in such
Business Combination (which shall include, without
limitation, a corporation which as a result of such
transaction owns the Company or substantially all of
the Company's assets either directly or through one
or more subsidiaries) (such resulting or acquiring
corporation
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is referred to herein as the "Acquiring Corporation")
in substantially the same proportions as their
ownership of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, respectively,
immediately prior to such Business Combination and
(y) no Person (excluding the Acquiring Corporation,
Exempt Person or any employee benefit plan (or
related trust) maintained or sponsored by the Company
or by the Acquiring Corporation) beneficially owns,
directly or indirectly, 20% or more of the then-
outstanding shares of common stock of the Acquiring
Corporation, or of the combined voting power of the
then-outstanding securities of such corporation
entitled to vote generally in the election of
directors (except to the extent that such ownership
existed prior to the Business Combination).
(c) "Good Reason" shall mean any significant diminution in the
Participant's title, authority, or responsibilities from and
after such Acquisition Event or Change in Control Event, as
the case may be, or any reduction in the annual cash
compensation payable to the Participant from and after such
Acquisition Event or Change in Control Event, as the case
may be, or the relocation of the place of business at which
the Participant is principally located to a location that is
greater than 50 miles from the current site.
(d) "Cause" shall mean any (i) willful failure by the
Participant, which failure is not cured within 30 days of
written notice to the Participant from the Company, to
perform his or her material responsibilities to the Company
or (ii) willful misconduct by the Participant which affects
the business reputation of the Company. The Participant
shall be considered to have been discharged for "Cause" if
the Company determines, within 30 days after the
Participant's resignation, that discharge for Cause was
warranted.
(2) Effect on Substitute Options
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(a) Acquisition Event. Upon the occurrence of an
Acquisition Event (regardless of whether such event also
constitutes a Change in Control Event), or the execution by
the Company of any agreement with respect to an Acquisition
Event (regardless of
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whether such event will result in a Change in Control
Event), the Board shall provide that all outstanding
Substitute Options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof); provided that if such
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Acquisition Event also constitutes a Change in Control
Event, except to the extent specifically provided to the
contrary in the instrument evidencing any Substitute Option
or any other agreement between a Participant and the Company
(A) one-half of the number of shares subject to the
Substitute Options which were not already vested shall be
exercisable upon the occurrence of such Acquisition Event
and, subject to (B) below, the remaining one-half of such
number of shares shall continue to become vested in
accordance with the original vesting schedule set forth in
such option, with one-half of the number of shares that
would otherwise have first become vested becoming so vested
on each subsequent vesting date in accordance with the
original schedule and (B) such assumed or substituted
options shall become immediately exercisable in full if, on
or prior to the first anniversary of the date of the
consummation of the Acquisition Event, the Participant's
employment with the Company or the acquiring or succeeding
corporation is terminated for Good Reason by the Participant
or is terminated without Cause by the Company or the
acquiring or succeeding corporation. For purposes hereof, a
Substitute Option shall be considered to be assumed if,
following consummation of the Acquisition Event, the
Substitute Option confers the right to purchase, for each
share of Common Stock subject to the Substitute Option
immediately prior to the consummation of the Acquisition
Event, the consideration (whether cash, securities or other
property) received as a result of the Acquisition Event by
holders of Common Stock for each share of Common Stock held
immediately prior to the consummation of the Acquisition
Event (and if holders were offered a choice of
consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common
Stock); provided, however, that if the consideration
received as a result of the Acquisition Event is not solely
common stock of the acquiring or succeeding corporation (or
an affiliate thereof), the Company may, with the consent of
the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Substitute
Options to consist solely of common stock of the acquiring
or succeeding corporation (or an affiliate thereof)
equivalent in fair
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market value to the per share consideration received by
holders of outstanding shares of Common Stock as a result of
the Acquisition Event.
Notwithstanding the foregoing, if the acquiring or
succeeding corporation (or an affiliate thereof) does not
agree to assume, or substitute for, such Substitute Options,
then the Board shall, upon written notice to the
Participants, provide that all then unexercised Substitute
Options will become exercisable in full as of a specified
time prior to the Acquisition Event and will terminate
immediately prior to the consummation of such Acquisition
Event, except to the extent exercised by the Participants
before the consummation of such Acquisition Event; provided,
however, that in the event of an Acquisition Event under the
terms of which holders of Common Stock will receive upon
consummation thereof a cash payment for each share of Common
Stock surrendered pursuant to such Acquisition Event (the
"Acquisition Price"), then the Board may instead provide
that all outstanding Substitute Options shall terminate upon
consummation of such Acquisition Event and that each
Participant shall receive, in exchange therefor, a cash
payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of
Common Stock subject to such outstanding Substitute Options
(whether or not then exercisable), exceeds (B) the aggregate
exercise price of such Substitute Options.
(b) Change in Control Event that is not an Acquisition Event.
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Upon the occurrence of a Change in Control Event that does
not also constitute an Acquisition Event, except to the
extent specifically provided to the contrary in the
instrument evidencing any Substitute Option or any other
agreement between a Participant and the Company, the vesting
schedule of such Substitute Option shall be accelerated in
part so that one-half of the number of shares that would
otherwise have first become vested on any date after the
date of the Change in Control Event shall immediately become
exercisable. The remaining one-half of such number of
shares shall continue to become vested in accordance with
the original vesting schedule set forth in such Substitute
Option, with one-half of the number of shares that would
otherwise have first become vested becoming so vested on
each subsequent vesting date in accordance with the original
schedule; provided, however, that each such Substitute
Option shall be immediately exercisable in full if, on or
prior to the first anniversary of the date of the
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consummation of the Change in Control Event, the
Participant's employment with the Company or the acquiring
or succeeding corporation is terminated for Good Reason by
the Participant or is terminated without Cause by the
Company or the acquiring or succeeding corporation.
(3) Effect on Restricted Stock Awards
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(a) Acquisition Event that is not a Change in Control Event.
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Upon the occurrence of an Acquisition Event that is not a
Change in Control Event, the repurchase and other rights of
the Company under each outstanding Restricted Stock Award
shall inure to the benefit of the Company's successor and
shall apply to the cash, securities or other property which
the Common Stock was converted into or exchanged for
pursuant to such Acquisition Event in the same manner and to
the same extent as they applied to the Common Stock subject
to such Restricted Stock Award.
(b) Change in Control Event. Upon the occurrence of a Change in
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Control Event (regardless of whether such event also
constitutes an Acquisition Event), except to the extent
specifically provided to the contrary in the instrument
evidencing any Restricted Stock Award or any other agreement
between a Participant and the Company, the vesting schedule
of all Restricted Stock Awards shall be accelerated in part
so that one-half of the number of shares that would
otherwise have first become free from conditions or
restrictions on any date after the date of the Change in
Control Event shall immediately become free from conditions
or restrictions. Subject to the following sentence, the
remaining one-half of such number of shares shall continue
to become free from conditions or restrictions in accordance
with the original schedule set forth in such Restricted
Stock Award, with one-half of the number of shares that
would otherwise have first become free from conditions or
restrictions becoming free from conditions or restrictions
on each subsequent vesting date in accordance with the
original schedule. In addition, each such Restricted Stock
Award shall immediately become free from all conditions or
restrictions if, on or prior to the first anniversary of the
date of the consummation of the Change in Control Event, the
Participant's employment with the Company or the acquiring
or succeeding corporation is terminated for Good Reason by
the
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Participant or is terminated without Cause by the Company or
the acquiring or succeeding corporation.
(4) Effect on Other Awards
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(a) Acquisition Event that is not a Change in Control Event. The
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Board shall specify the effect of an Acquisition Event that
is not a Change in Control Event on any other Award granted
under the Plan at the time of the grant of such Award.
(b) Change in Control Event. Upon the occurrence of a Change in
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Control Event (regardless of whether such event also
constitutes an Acquisition Event), except to the extent
specifically provided to the contrary in the instrument
evidencing any Award or any other agreement between a
Participant and the Company, the vesting schedule of all
other Awards shall be accelerated in part so that one-half
of the number of shares that would otherwise have first
become exercisable, realizable, vested or free from
conditions or restrictions on any date after the date of the
Change in Control Event shall immediately become
exercisable, realizable, vested or free from conditions or
restrictions. Subject to the following sentence, the
remaining one-half of such number of shares shall continue
to become exercisable, realizable, vested or free from
conditions or restrictions in accordance with the original
schedule set forth in such Award, with one-half of the
number of shares that would otherwise have first become
exercisable, realizable, vested or free from conditions or
restrictions becoming so exercisable, realizable, vested or
free from conditions or restrictions on each subsequent
vesting date in accordance with the original schedule. In
addition, each such Award shall immediately become fully
exercisable, realizable, vested or free from conditions or
restrictions if, on or prior to the first anniversary of the
date of the consummation of the Change in Control Event, the
Participant's employment with the Company or the acquiring
or succeeding corporation is terminated for Good Reason by
the Participant or is terminated without Cause by the
Company or the acquiring or succeeding corporation.
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9. General Provisions Applicable to Awards
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a. Transferability of Awards. Except as the Board may otherwise determine
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or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.
b. Documentation. Each Award shall be evidenced by a written instrument
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in such form as the Board shall determine. Each Award may contain terms and
conditions in addition to those set forth in the Plan.
c. Board Discretion. Except as otherwise provided by the Plan, each Award
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may be made alone or in addition or in relation to any other Award. The terms
of each Award need not be identical, and the Board need not treat Participants
uniformly.
d. Termination of Status. The Board shall determine the effect on an
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Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.
e. Withholding. Each Participant shall pay to the Company, or make
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provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise due to a
Participant.
f. Amendment of Award. The Board may amend, modify or terminate any
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outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.
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g. Conditions on Delivery of Stock. The Company will not be obligated to
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deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.
h. Acceleration. The Board may at any time provide that any Substitute
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Options shall become immediately exercisable in full or in part, that any
Restricted Stock Awards shall be free of restrictions in full or in part or that
any other Awards may become exercisable in full or in part or free of some or
all restrictions or conditions, or otherwise realizable in full or in part, as
the case may be.
10. Miscellaneous
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a. No Right To Employment or Other Status. No person shall have any claim
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or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.
b. No Rights As Stockholder. Subject to the provisions of the applicable
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Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Substitute Option are adjusted as of the date
of the distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises a Substitute Option between the record
date and the distribution date for such stock dividend shall be entitled to
receive, on the distribution date, the stock dividend with respect to the shares
of Common Stock acquired upon such Substitute Option exercise, notwithstanding
the fact that such shares were not outstanding as of the close of business on
the record date for such stock dividend.
c. Effective Date and Term of Plan. The Plan shall become effective on
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the date on which it is adopted by the Board. No Awards shall be granted or
exercised under the Plan after the completion of ten years from the date on
which the Initial Options were granted to the Participants.
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d. Amendment of Plan. The Board may amend, suspend or terminate the Plan
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or any portion thereof at any time, provided, however, that neither the Board of
Directors nor the Committee may amend or modify the definition of Participants,
materially increase the benefits accruing to Participants, increase the number
of shares issuable for purposes of this Plan, extend the term of this Plan,
materially modify the requirements to be a Participant in this Plan, or
otherwise modify this Plan in any way or manner requiring the approval of the
Company's stockholders under: (i) the Code, or rules and regulations thereunder;
(ii) Section 16, if applicable to the Company; (iii) applicable Belgian law; or
(iv) if applicable, the listing requirements of the Nasdaq National Market or
any other securities exchange on which the Company's securities may be listed,
without stockholder approval and compliance with any such applicable law, rules,
or regulations. Except as provided herein, no amendment, suspension or
termination of this Plan may affect the rights of a Participant to a Substitute
Option has been granted without such Participant's consent.
e. Governing Law. Without prejudice to the mandatory provisions of
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Belgian law governing the Company, the Substitute Options and the Common Stock,
the provisions of the Plan and all Awards made hereunder shall be governed by
and interpreted in accordance with the laws of the State of Delaware, without
regard to any applicable conflicts of law.
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