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Exhibit 99.9
AMERUS GROUP CO. 2000 STOCK INCENTIVE PLAN
SECTION I. GENERAL PURPOSE OF PLAN; DEFINITIONS.
The name of this Plan is the AmerUs Group Co. 2000 Stock Incentive
Plan. The purpose of the Plan is to enable AmerUs Group Co., its Subsidiaries
and Affiliates to attract and retain individuals who contribute to the
Company's success by their ability, ingenuity and industry, and to enable such
individuals to participate in the long-term success and growth of the Company
through an equity interest in the Company.
For purposes of the Plan, the following terms shall be defined as set
forth below:
a. "Affiliate" means any Person that, directly or indirectly through
one or more intermediaries, controls, is controlled by, or is under common
control with the Person specified.
b. "Award" means a Stock Appreciation Right, Restricted Stock Award, or
Option granted in accordance with the terms of the Plan.
c. "Board" means the Board of Directors of the Company.
d. "Cause" means the willful and continued failure to substantially
perform the duties with the Company (other than a failure resulting from the
Participant's Disability), the willful engaging in conduct which is demonstrably
injurious to the Company or any Subsidiary or Affiliate, monetarily or
otherwise, including any act of dishonesty, commission of a felony, or a
significant violation of any statutory or common law duty of loyalty to the
Company.
e. "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.
f. "Committee" means the Human Resources Committee of the Board of
Directors of the Company. If at any time there is no Committee, then the
functions of the Committee specified in the Plan shall be exercised by the
Board.
g. "Commission" means the Securities and Exchange Commission.
h. "Company" means AmerUs Group Co., a corporation organized under
the laws of the State of Iowa (or any successor corporation).
i. "Consultant" means any person, including an advisor, engaged by the
Company or a Subsidiary or Affiliate to render services to such entity or any
person who is an advisor, director or consultant of an Affiliate.
j. "Director" means a member of the Board.
k. "Disability" means total and permanent disability as
determined under the Company's long term disability program.
l. "Early Retirement" means retirement from active employment with the
Company, any Subsidiary, and any Affiliate under the terms of the All*AmerUs
Savings & Retirement Plan adopted by the Company.
m. "Employee" means a regular employee of the Company, any Subsidiary
or any Affiliate, including Officers and Directors, who is treated as a full
time employee in the personnel records of the Company or its Subsidiary or its
Affiliates for the relevant period, but shall exclude individuals who are
classified by the Company or its Subsidiary or its Affiliates as (A) leased from
or otherwise employed by a third party; (B) independent contractors; or (C)
intermittent or temporary, even if any such classification is changed
retroactively as a result of an audit, litigation or otherwise. An individual
shall not cease to be
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an Employee in the case of (i) any leave of absence approved by the Company or
its Subsidiary or its Affiliates or (ii) transfers between locations of the
Company or between the Company or its Subsidiary or its Affiliates or (iii)
transfers between locations of the Company or between the Company, any
Subsidiary, or any successor. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.
n. "Exchange Act" means the Securities and Exchange Act of 1934, as
amended, and any successor thereto.
o. "Fair Market Value" means, as of any date, the closing price of the
Stock as of such date (or if no sales were reported on such date, the closing
price on the last preceding day a sale was made) as quoted on the stock exchange
or a national market system, with the highest trading volume, as reported in
such source as the Administrator shall determine.
p. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code and the requirements promulgated thereunder.
q. "Non-Employee Director" means a director who is a Non-Employee
Director under Rule 16b-3 under Section 16 of the Exchange Act and is an outside
director under Section 1.162-27(e)(3) of the regulations promulgated under the
Code.
r. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
s. "Normal Retirement" means retirement from active employment with the
Company, any Subsidiary, and any Affiliate as this term is defined in the
All*AmerUs Savings & Retirement Plan adopted by the Company.
t. "Optionee" means a Participant who receives a Stock Option.
u. "Participant" means an Employee, Director or Consultant of the
Company, its Subsidiary or its Affiliate.
v. "Person" means any natural person, corporation, general partnership,
limited partnership, limited liability company, proprietorship, trust, union,
association, court, tribunal, agency, government, department, commission,
self-regulatory organization, arbitrator, board, bureau, instrumentality, or
other entity, enterprise, authority, or business organization.
w. "Plan" means this Stock Incentive Plan.
x. "Restricted Stock Award" means an Award of shares of Stock that
are subject to restrictions under Section 7 below.
y. "Retirement" means Normal or Early Retirement as those terms are
defined in the All*AmerUs Savings & Retirement Plan adopted by the Company.
z. "Stock" means the Class A Common Stock of the Company.
aa. "Stock Appreciation Right" means (i) a right granted under Section
6 below, to surrender to the Company all or a portion of a Non-Qualified or
Incentive Stock Option in exchange for an amount in cash or shares of Stock
equal to the difference between (a) the Fair Market Value, as of the date such
Stock Option or such portion thereof is surrendered, of the shares of Stock
covered by such Stock Option or such portion thereof, and (b) the aggregate
exercise price of such Stock Option, or such portion thereof or (ii) a right
granted under Section 6 which is not in conjunction with a stock option to
receive a cash payment equal in value to the appreciation on a designated number
of shares of stock between the aggregate price of the Stock Appreciation Right
(or such portion thereof) set by the Committee, which shall not be less than the
Fair Market Value on the date on which the Stock Appreciation Right was granted
and the Fair Market Value on the date on which the Participant exercises the
Stock Appreciation Right.
bb. "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5 below.
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cc. "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations (other than
the last corporation in the unbroken chain) owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in the chain.
dd. "Ten Percent Shareholder" means a person who owns (after taking
into account the attribution rules of Code Section 424(d) more than ten percent
(10%) of the total combined voting power of all classes of stock of the company.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Committee which shall at all
times consist solely of not less than two Non-Employee Directors.
The Committee shall have the power and authority to grant to eligible
Participants, pursuant to the terms of the Plan: Non-Qualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, and/or Restricted Stock
Awards.
In particular, the Committee shall have the authority:
a. To select Participants to whom Non-Qualified or Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock or a combination of the
foregoing from time to time will be granted hereunder;
b. To determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights or a combination of the
foregoing, are to be granted hereunder;
c. To determine the number of shares of Stock or Stock Appreciation
Rights to be covered by each such Award granted hereunder;
d. To determine the terms and conditions, not inconsistent with the
terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when an
Award may be exercised (which may or may not be based on performance criteria),
any vesting periods, or vesting acceleration features or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Award or the Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;
e. To construe and interpret the terms of the Plan and Awards granted
pursuant to the Plan;
f. To adopt rules and procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures.
g. To prescribe, amend and rescind rules and regulations relating to
the Plan, including rules and regulations relating to sub-plan and Plan addenda;
h. To modify or amend each Award, including the discretionary
authority to extend the post-termination exercisability period of Options or
Stock Appreciation Rights longer than is otherwise provided for in the Plan,
provided, however, that any such amendment is subject to Section 15(c) of the
Plan and may not impair any outstanding Award unless agreed to in writing by the
Participant;
i. To authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award previously granted by the
Administrator;
j. To make all other determinations deemed necessary or advisable for
administering the Plan and any Award granted hereunder.
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k. The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the Plan as it
shall, from time to time, deem advisable, to interpret the terms and provisions
of the Plan (and any agreements relating thereto); and to otherwise supervise
the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and the
Participants.
SECTION 3. STOCK SUBJECT TO PLAN; LIMITATIONS.
The total number of shares of Stock reserved and available for
distribution under the Plan shall be 1,600,000 (subject to appropriate
adjustments to reflect changes in capitalization of the Company). Such shares
may consist, in whole or in part, of authorized and unissued shares or treasury
shares. If any shares of Stock that have been optioned cease to be subject to
option, or if any shares subject to a Restricted Stock Award granted hereunder
are forfeited or such Award otherwise terminates, such shares shall again be
available for distribution in connection with future Awards under the Plan.
The maximum total number of shares subject to Awards which may be
granted under the Plan in any one year will be 1,000,000, and the maximum number
of shares subject to Awards which may be granted under the Plan to any
individual in any one year is 250,000 (in both cases, subject to appropriate
adjustments to reflect changes in capitalization of the Company).
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in the corporate structure
affecting the Stock, a substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan, in the number and option
price of the shares subject to outstanding Stock Options granted under the Plan,
in the number and price of any Stock Appreciation Right granted under the plan
and in the number of shares subject to Restricted Stock Awards granted under the
Plan as may be determined to be appropriate by the Committee in its sole
discretion, provided that the number of shares subject to any Awards shall
always be a whole number. Such adjusted option price shall also be used to
determine the amount payable by the Company upon the exercise of any Stock
Appreciation Rights associated with any Stock Option.
SECTION 4. ELIGIBILITY.
Participants who are responsible for or contribute to the management,
growth and/or profitability of the business of the Company, its Subsidiaries, or
its Affiliates are eligible to be granted Stock Options, Stock Appreciation
Rights, or Restricted Stock Awards. The options and Participants under the Plan
shall be selected from time to time by the Committee, in its sole discretion,
from among those eligible, and the Committee shall determine, in its sole
discretion, the number of shares covered by each Award or grant.
SECTION 5. STOCK OPTIONS.
Stock Options may be granted either alone or in addition to other
Awards granted under the Plan. Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve, and the provisions
of Stock Option Awards need not be the same with respect to each Optionee.
The Stock Options granted under the Plan may be of two types: Incentive
Stock Options and Non-Qualified Stock Options.
The Committee shall have the authority to grant any Optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights). To the extent that any
Stock Option does not qualify as an Incentive Stock Option, it shall constitute
a separate Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422 of the Code. Notwithstanding the foregoing, in the event an
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Optionee voluntarily disqualifies an option as an Incentive Stock Option within
the meaning of Section 422 of the Code, the Committee may, but shall not be
obligated to, make such additional grants, Awards or bonuses as the Committee
shall deem appropriate, to reflect the tax savings to the Company which result
from such disqualification.
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:
a. Option Price. The option price per share of Stock purchasable under
a Stock Option shall be determined by the Committee at the time of grant but
shall not be less than the Fair Market Value of the Stock on the date of grant
of the Stock Option; provided, however, if the Option is an Incentive Stock
Option granted to a Ten Percent Shareholder, the option price per each share of
stock subject to such Incentive Stock Option shall be no less than one hundred
ten percent (110%) of the Fair Market Value of a share of Stock on the date such
Incentive Stock Option is granted.
b. Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten (10) years
after the date such Stock Option is issued.
c. Exercisability. Subject to paragraph (g) of this Section 5 with
respect to Incentive Stock Options, Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Committee at the time of the grant; provided, however, that, unless
otherwise determined by the Committee at the time of the grant, no Stock Option
shall be exercisable prior to the first anniversary date of the granting of the
option. If the Committee provides, in its discretion, that any Stock Option is
exercisable only in installments, the Committee may waive such installment
exercise provisions at any time, in whole or in part, based on performance
and/or such factors as the Committee may determine in its sole discretion.
d. Method of Exercise. Stock Options which are then exercisable may be
exercised in whole or in part at any time during the option period by Optionee,
the legal representative of the Optionee, or the legatee under the Optionee's
will through the giving of written notice of exercise to the Company specifying
the number of shares to be purchased, accompanied by payment in full of the
purchase price, in cash, by check or such other instrument as may be acceptable
to the Committee. As determined by the Committee, in its sole discretion, at or
after grant, payment in full or in part may also be made in the form of
unrestricted Stock already owned by the Optionee, Restricted Stock or with the
value of a Non-Qualified Stock Option equal to the difference between the Fair
Market Value on the date of payment and the exercise price of such Non-Qualified
Stock Option (based, in each case, on the Fair Market Value of the Stock on the
date the option is exercised, as determined by the Committee). If payment of the
option exercise price of a Non-Qualified Stock Option is made in whole or in
part in the form of Restricted Stock Award, the shares received upon the
exercise of such Stock Option shall be restricted in accordance with the
original term of the Restricted Stock Award in question, except that the
Committee may direct that such shall apply only to the number of such shares
equal to the number of shares of Restricted Stock surrendered upon the exercise
of such option. No shares of unrestricted Stock shall be issued until full
payment thereof has been made. An Optionee shall have the rights to dividends or
other rights of a stockholder with respect to shares subject to the option when
the Optionee has given written notice of exercise and has paid in full for such
shares.
e. Non-Transferability of Options. Except as otherwise set forth in the
Section 5(e), no Stock Option shall be transferable by the Optionee otherwise
than by will or by the laws of descent and distribution, and all Stock Options
shall be exercisable, during the Optionee's lifetime, only by the Optionee. The
Committee shall have the discretionary authority, however, to grant
Non-Qualified Stock Options which would be transferable to members of an
Optionee's immediate family, including trusts for the benefit of such family
members and partnerships in which such family members are the only partners. In
exercising such discretionary authority, the Committee may take into account
whether the granting of such transferable options would require registration
with the Securities and Exchange Commission under a form other than Form S-8. A
transferred Stock Option may be exercised by the transferee only to the extent
that the Optionee would have been able to exercise such Stock Option had the
option not been transferred.
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f. Termination of Employment for Cause. Unless otherwise determined by
the Committee at grant, if an Optionee's employment with the Company, any
Subsidiary, or any Affiliate terminates or is involuntarily terminated with
Cause, the Stock Option shall terminate immediately at the date of the
termination of employment.
g. Limit on Value of Incentive Stock Option First Exercisable Annually.
The aggregate Fair Market Value (determined at the time of grant) of the Stock
for which "incentive stock options" within the meaning of Section 422 of the
Code are exercisable for the first time by an Optionee during any calendar year
under the Plan (and/or any other stock option plans of the Company, any
Subsidiary and any Affiliate) shall not exceed $100,000.
h. Termination of Employment. All of the terms relating to the
exercise, cancellation or other disposition of a Stock Option upon a termination
of employment with or service to the Company or a Subsidiary or Affiliate of the
Optionee, whether by reason of Disability, Retirement, death, or other
termination shall be determined by the Committee. Such determination shall be
made at the time of the grant of such Stock Option and shall be specified in the
written agreement evidencing such Stock Option.
SECTION 6. STOCK APPRECIATION RIGHTS.
a. Stock Appreciation Right Price. The Stock Appreciation Right price
per share of Stock shall be determined by the Committee at the time of grant,
but shall not be less than the Fair Market Value of the Stock on the date of
grant of the Stock Appreciation Right.
b. Grant and Exercise. Stock Appreciation Rights may or may not be
granted in conjunction with all or part of any Stock Option granted under the
Plan. In the case of a Non-Qualified Stock Option, such rights may be granted
either at or after the time of the grant of such Non-Qualified Stock Options. In
the case of an Incentive Stock Option, such rights may be granted only at the
time of grant of such Incentive Stock Options. A Stock Appreciation Right or
applicable portion thereof granted with respect to a given Stock Option shall
terminate and no longer be exercisable upon the termination or exercise of the
related Stock Option, except that, unless otherwise provided by the Committee at
the time of grant, a Stock Appreciation Right granted with respect to less than
the full number of shares covered by a related Stock Option shall only be
reduced if and to the extent that the number of shares covered by the exercise
or termination of the related Stock Option exceeds the number of shares not
covered by the Stock Appreciation Right.
A Stock Appreciation Right granted in conjunction with all or part of
any Stock Option may be exercised by an Optionee, in accordance with paragraph
(b) of this Section 6, by surrendering the applicable portion of the related
Stock Option. Upon such exercise and surrender, the Optionee shall be entitled
to receive an amount determined in the manner prescribed in paragraph (b) of
this Section 6. Stock Options which have been so surrendered, in whole or in
part, shall no longer be exercisable to the extent the related Stock
Appreciation rights have been exercised.
c. Terms and Conditions. Stock Appreciation Rights shall be subject to
the terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:
1. If granted in conjunction with a Stock Option, Stock
Appreciation Rights shall be exercised only at such time or times and
to the extent that the Stock Options to which they relate shall be
exercisable in accordance with the provisions of Section 5 and this
Section 6 of the Plan.
2. Upon exercise of a Stock Appreciation right, an Optionee
shall be entitled to receive up to, but not more than, an amount in
cash or shares of Stock equal in value to the excess of the Fair Market
Value of one share of Stock over the option price per share specified
in the related Stock Option multiplied by the number of shares in
respect of which the Stock Appreciation Right shall have been
exercised, with the Committee having the right to determine the form of
payment.
3. Stock Appreciation Rights whether or not granted in
conjunction with a Stock Option shall be transferable only when and to
the extent that a Stock Option would be transferable under paragraph
(e) of Section 5 of the Plan.
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4. Upon the grant of a Stock Appreciation Right granted in
conjunction with a Stock Option, the Stock Option or part thereof to
which such Stock Appreciation Right is related shall be deemed to have
been granted for the purpose of the limitation set forth in Section 3
of the Plan on the maximum number of shares subject to Awards which may
be granted under the Plan in any one year and the maximum number of
shares subject to Awards which may be granted to any one individual in
any one year but shall not be deemed to have been issued for purposes
of the limitation set forth in Section 3 of the Plan on the total
number of shares of Stock to be issued under the Plan to the extent the
Optionee received cash to satisfy the Stock Appreciation Right.
5. A Stock Appreciation Right granted in connection with an
Incentive Stock Option may be exercised only if and when the market
price of the Stock subject to the Incentive Stock Option exceeds the
exercise price of such Stock Option.
6. Stock Appreciation Rights not granted in conjunction with
Stock Options shall be deemed to have been granted for purposes of the
limitations set forth in Section 3 of the Plan on the total number of
shares of stock subject to Awards which may be granted under the Plan
in any one year and the maximum number of shares of stock subject to
Awards which may be granted under the Plan to any individual in any one
year but shall not be deemed to have been issued for purposes of the
limitations set forth in Section 3 of the Plan on the total number of
shares of stock to be issued under the Plan.
7. All of the terms relating to the exercise, cancellation or
other disposition of a Stock Appreciation Right upon a termination of
employment with or service to the Company or a Subsidiary or an
Affiliate of the Participant receiving the Stock Appreciation Right,
whether by reason of Disability, Retirement, death, or other
termination shall be determined by the Committee. Such determination
shall be made at the time of the grant of such Stock Appreciation Right
and shall be specified in the written agreement evidencing such Stock
Appreciation Right, unless otherwise determined by the Committee at the
time of the grant. If the employment of a Participant receiving the
Stock Appreciation Right is terminated or is involuntarily terminated
for Cause, the Stock Appreciation Right shall terminate immediately as
of the date of the termination of employment.
SECTION 7. RESTRICTED STOCK.
a. Administration. Shares of Restricted Stock may be issued alone or in
addition to Awards granted under the Plan. The Committee shall determine the
Participants to whom, and the time or times at which, grants of Restricted Stock
will be made, the number of shares to be awarded, the price, if any, to be paid
by the recipient of Restricted Stock (subject to Section 7(b) hereof), the time
or times within which such Awards may be subject to forfeiture, and all other
conditions of the Awards. The Committee may also condition the grant of a
Restricted Stock Award upon the attainment of specified performance goals, or
such other criteria as the Committee may determine, in its sole discretion. The
provisions of the Restricted Stock Awards need not be the same with respect to
each recipient.
b. Awards and Certificates. The prospective Participants of an Award of
shares of Restricted Stock shall not have any rights with respect to such Award,
unless and until such recipient has executed an agreement evidencing the Award
(a "Restricted Stock Award Agreement") and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the then applicable
terms and conditions.
1. Awards of Restricted Stock must be accepted within a period
of sixty (60) days (or such shorter period as the Committee may
specify) after the Award date by executing a Restricted Stock Award
Agreement and paying whatever price, if any, is required.
2. A stock certificate in respect of shares of restricted
Stock shall be issued in the name of each Participant who is awarded
Restricted Stock. Such certificate shall be registered in the name of
the Participant, and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Award,
substantially in the following form:
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3. "The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions
(including forfeiture) of the AmerUs Group Co. Stock Incentive Plan and
a Restricted Stock Award Agreement entered into between the registered
owner and the Company. Copies of such Plan and Agreement are on file on
in the offices of the Company, (699 Walnut St, Des Moines, Iowa
50309)."
4. The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Company until the
restrictions thereon have lapsed, and that, as a condition of any
Restricted Stock Award, the Participant shall have delivered a stock
power, endorsed in blank, relating to the Stock covered by such Award.
5. All of the terms relating to the satisfaction of specified
performance goals and the termination of any period designated by the
Committee during which the Stock subject to the Restricted Stock Award
may not be sold, transferred, pledged or assigned, or any cancellation
or forfeiture of such Restricted Stock Award upon a termination of
employment with or service to the Company or any Subsidiary or any
Affiliate of the holder of such Restricted Stock Award, whether by
reason of Disability, retirement, death or other termination shall be
set forth in the written agreement relating to such Restricted Stock
Award. Unless otherwise determined by the Committee at grant, if a
holder's employment with the Company, any Subsidiary, or any Affiliate
terminates or is involuntarily terminated with Cause, the portion of
the Restricted Stock Award which is subject to a Restricted Period (as
hereinafter defined) on the effective date of such holders' termination
of employment or service shall be forfeited by such holder and such
portions shall be canceled by the Company.
c. Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 7 shall be subject to the following restrictions and
conditions:
1. Subject to the provisions of the Plan and the Restricted
Stock Award Agreements, during such period as may be set by the
Committee commencing on the grant date (the "Restriction Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign
shares of Restricted Stock awarded under the Plan. Within these limits,
the Committee may, in its sole discretion, provide for the lapse of
such restrictions in installments and may accelerate or waive such
restrictions in whole or in part based on performance and/or such
factors as the Committee may determine, in its sole discretion.
2. Except as provided in paragraph c(1) of this Section 7, the
Participant shall have, with respect to the shares of Restricted Stock,
all of the rights of a stockholder of the Company, including the right
to vote and receive any dividends. Dividends paid in Stock or other
securities of the Company or Stock received in connection with a stock
split with respect to Restricted Stock shall be subject to the same
restrictions as on such Restricted Stock. Certificates for shares of
unrestricted Stock shall be delivered to the Participant promptly
after, and only after, the period of forfeiture shall expire without
forfeiture in respect of such shares of Restricted Stock.
SECTION 8. AMENDMENTS AND TERMINATION.
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the right of an
Optionee or Participant under a Stock Option, Stock Appreciation Right, or
Restricted Stock Award theretofore granted, without the Optionee's or
Participant's consent, or which without the approval of the stockholders would:
a. Except as expressly provided in this Plan, increase the total
number of shares reserved for the purpose of the Plan;
b. Decrease the option price of any Stock Option to less than fifty
percent (50%) of the Fair Market Value on the date of the granting of the
option;
c. Change the employees or class of Participants eligible to
participate in the Plan; or
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d. Extend the maximum option period under paragraph (b) of Section 5
of the Plan.
The Committee may amend the terms of any Award or option theretofore
granted, prospectively or retroactively, but no amendment shall impair the
rights of any holder without his consent. The Committee may also substitute new
Stock Options for previously granted Stock Options including options granted
under other plans applicable to the Participant and previously granted Stock
Options having higher option prices.
SECTION 9. UNFUNDED STATUS OF THE PLAN.
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant or Optionee by the Company, nothing set forth herein shall give any
such Participant or Optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Stock or payments in lieu thereof with respect to Awards
hereunder, provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.
SECTION 10. GENERAL PROVISIONS.
All certificates for shares of Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Commission, any stock exchange upon which the stock is listed, and any
applicable Federal or state securities law, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions.
SECTION 11. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the date that it is approved by a
majority vote of the holders of the Company's voting common stock.
SECTION 12. TERM OF PLAN.
No Stock Option, Stock Appreciation Right, or Restricted Stock Award
shall be granted pursuant to the Plan on or after the tenth anniversary of the
date of stockholder approval, but Awards previously granted may extend beyond
that point.
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