<PAGE>
Exhibit 99.1
MODEM MEDIA 2000 STOCK INCENTIVE PLAN
Section 1. Establishment
Modem Media. Poppe Tyson, Inc., a Delaware corporation ("MMPT") hereby
establishes the Modem Media 2000 Stock Incentive Plan (the "Plan").
Section 2. Purpose
The purpose of this Stock Incentive Plan is to promote the interests of MMPT
and its shareholders by (a) providing an attractive compensation vehicle to
attract and retain the best available personnel and (b) providing additional
incentives to Employees (excluding executive officers), Directors and
Consultants to promote the success of MMPT's business. The Plan is intended to
qualify as a broad-based plan for Employees who are non-executive officers,
Consultants and Directors.
Section 3. Definitions
(a) "Award" shall mean a grant of Options, Stock Appreciation Rights,
Restricted Stock, Merit Awards, Performance Awards, distributions under
other compensation programs pursuant to Section 13 or other Stock Based
Award made under the Plan.
(b) "Board" shall mean the Board of Directors of MMPT.
(c) "Cause" shall mean (A) misconduct in the performance of duties with the
Company, (including violation of MMPT's policies or agreements relating to
noncompetition or confidentiality); (B) failure (other than due to
Disability) to substantially perform the duties of one's job; (C) engaging
in illegal conduct (other than any misdemeanor, traffic violation or
similar misconduct) in connection with the performance of duties for the
Company; or (D) commission of a felony. In the case of a termination for
"cause" the determination of the Committee as to whether "cause" exists
shall be final and binding.
(d) "Change in Control" shall mean the occurrence of any of the following
events, (i) the consummation of a merger or consolidation of MMPT with any
other corporation, other than a merger or consolidation which would result
in the voting securities of MMPT outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty
percent (50%) of the total voting power represented by the voting
securities of MMPT or such surviving entity outstanding immediately after
such merger or consolidation (ii) the consummation of the sale or
disposition by MMPT of all or substantially all of the MMPT's assets, or
(iii) any person (as such term is used in Sections 13(d) of the Securities
Exchange Act of 1934, as amended) becomes the beneficial owner (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities of
MMPT representing fifty percent (50%) or more of the total voting power
represented by MMPT's then outstanding voting securities (excluding any
beneficial owner, as of the date of the Effective Date, of at least 50% of
the total voting power represented by MMPT's outstanding voting
securities).
(e) "Code" means the Internal Revenue Code of 1986, as amended.
<PAGE>
(f) "Committee" shall mean the Board or a committee of the Board comprised of
at least two or more outside directors all of whom are "non-employee
directors" (within the meaning of Rule 16b-3 promulgated under the
Exchange Act).
(g) "Common Stock" means the common stock of MMPT.
(h) "Company" shall mean Modem Media . Poppe Tyson, Inc., a Delaware
corporation and its Subsidiaries.
(i) "Consultant" shall mean any person who is engaged by the Company to render
consulting or advisory services to such entity.
(j) "Director" shall mean a member of the Board.
(k) "Disability" shall mean total and permanent disability as defined in
Section 22(e)(3) of the Code.
(l) "Employee" shall mean any person, including Directors but excluding
executive officers, employed by the Company. A Service Provider shall not
cease to be an Employee in the case of (i) any leave of absence approved
by MMPT or (ii) transfers between locations of MMPT or between MMPT and
any Subsidiary, or any successor. Neither service as a Director nor
payment of a Director's fee by MMPT shall be sufficient to constitute
"employment" by the Company.
(m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(n) "Fair Market Value" means as of any date, the closing price of a share of
Common Stock on the Nasdaq Stock Market on the applicable valuation date
(or, if the Common Stock is not then traded on the Nasdaq Stock Market,
the closing price reported on the principal market (as determined by the
Committee)) or, if no trade of the Common Stock shall have been made on
that day, the next preceding day on which there was a trade of the Common
Stock; provided, however, that if the Common Stock has not been traded for
ten trading days or if there ceases to be a principal market for the
Common Stock, the "Fair Market Value" of such Common Stock shall be
determined by the Committee in its reasonable discretion and in good
faith.
(o) "Merit Awards" shall mean Common Stock Awarded pursuant to Section 11.
(p) "MMPT" shall mean Modem Media . Poppe Tyson, Inc., a Delaware corporation.
(q) "Nonqualified Stock Option" shall mean an Option which is not an Incentive
Stock Option meeting the requirements of Section 422 of the Code.
(r) "Option" shall mean an Option to purchase shares of Common Stock pursuant
to the provisions of this Plan.
(s) "Option Price" shall mean the purchase price of one share of Common Stock
subject to an Option.
2
<PAGE>
(t) "Other Stock Based Awards" shall mean an award of Common Stock or an
award that is valued in whole or in part by reference to, or otherwise
based on, the Fair Market Value of Common Stock which is made as provided
in Section 14.
(u) "Participant" shall mean a Service Provider who has been selected by the
Committee to receive an Award under this Plan.
(v) "Performance Award" shall mean those awards made pursuant to Section 12.
(w) "Performance Goals" shall mean such targets or goals established in
writing by the Committee from time to time.
(x) "Performance Period" shall mean the period designated by the Committee in
its discretion, during which Performance Goals shall be measured.
(y) "Plan" shall mean this Modem Media 2000 Stock Incentive Plan, as amended
from time to time.
(z) "Restricted Period" shall mean the period designated by the Committee
during which Restricted Stock is subject to restrictions on Transfer.
(aa) "Restricted Stock" shall mean shares of Common Stock that are subject to
restrictions as provided in Section 10.
(bb) "Retirement" shall mean termination of employment from the Company (other
than due to death, Disability or termination for Cause) on or after the
date the Participant reaches age 55; provided, that Participant has
completed at least five (5) years of service with the Company.
(cc) "Service" shall mean employment with MMPT in the case of an Employee,
membership on the Board in the case of a Director and engagement as a
consultant in the case of a Consultant.
(dd) "Service Provider" shall mean an Employee, Director or Consultant.
(ee) "Stock Appreciation Right" shall mean those rights described in Section
9.
(ff) "Subsidiary" shall mean (i) any entity that, directly or indirectly, is
controlled by MMPT or (ii) any entity in which MMPT has a significant
equity interest, in either case as determined by the Board or, if so
authorized by the Board, the Committee.
(gg) "Transfer" shall mean the gift, sale, assignment, transfer, pledge
hypothecation or other disposition (whether for or without consideration
and whether voluntary, involuntary or by operation of law) of any shares
of Common Stock or any interest therein.
Section 4. Administration
The Plan shall be administered by the Committee which shall have full
authority to administer the Plan, including, without limitation, the authority
and the discretion to interpret and construe any provision of the Plan, to adopt
such rules and regulations for administering the Plan as it may deem necessary,
to determine the terms of any award, and to perform all other acts relating to
the Plan,
3
<PAGE>
including the delegation of such administrative responsibilities as it deems to
be reasonable and proper. Decisions of the Committee shall be final and binding
on all parties. No members of the Committee shall be liable to any employee or
Participant for any action, omission or determination relating to the Plan.
Section 5. Shares Available
Shares of Common Stock available under the Plan may be authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock. The
maximum number of shares of Common Stock available for Awards under this Plan
shall be 400,000 shares, reduced by the aggregate number of shares which are
issued upon Award or that become subject to an outstanding Award. The maximum
number of shares of Common Stock that may be awarded to any Participant during
the term hereof under this Plan in the aggregate shall be 200,000 shares. To the
extent that shares of Common Stock related to outstanding Awards are not issued
either because such Awards are forfeited or terminated, these shares shall again
become immediately available for Awards. Any Awards granted in assumption of, or
in substitution for, outstanding awards previously granted by a company acquired
by the Company, or with which MMPT or a Subsidiary combines, shall not be
counted against the shares of Common Stock available for Awards under the Plan.
Section 6. Effective Date
This Plan shall be effective on April 25, 2000, (the "Effective Date").
Section 7. Eligibility
Awards may be granted to any Service Provider, in the sole discretion of the
Committee.
Section 8. Stock Options
(a) Option Grant. Subject to the terms of this Section 8, the Committee may
grant Nonqualified Stock Options to any Service Provider. Each Option granted
under the Plan shall be evidenced by an agreement or notice of grant that
designates each Option as a Nonqualified Stock Option and contains such terms
and conditions as the Committee, in its sole discretion exercised in accordance
with the terms of the Plan, determines.
(b) Option Price. The Option Price shall be determined by the Committee.
(c) Term of Option. Options granted under the Plan shall expire no later than
ten (10) years from the date of grant or such earlier date specified by the
Committee. Notwithstanding the preceding sentence, the Committee may, in the
case of certain Options granted outside of the United States, extend the term of
an Option beyond ten (10) years from the date of grant.
(d) Exercisability. The Committee shall determine the dates after which
Options may be exercised in whole or in part; provided, however, that no Option
shall be exercisable after the expiration of the term of such Option. Subject to
the preceding sentence, the Committee may amend an Option to accelerate the date
after which such Option may be exercised in whole or in part. An Option which
has not been exercised on or prior to the date it expires shall be canceled.
(e) Manner of Exercise and Payment. A Participant shall exercise an Option,
in whole or in part, by providing notice of exercise in accordance with the
method prescribed by the Committee
4
<PAGE>
and paying the Option Price for each share of Common Stock to be purchased under
the Option. Payment of the Option Price shall be made:
(i) in cash or by certified check, bank draft or money order payable to
the order of Modem Media . Poppe Tyson, Inc. (or other equivalent method
acceptable to the Committee) equal to the Option Price for the shares to
be exercised, payable in such currency as the Committee determines;
(ii) through the delivery of Common Stock with an aggregate Fair Market
Value on the date of exercise equal to the Option Price for the shares to
be purchased;
(iii) through the withholding of Common Stock issuable upon exercise with
an aggregate Fair Market Value equal to the Option Price for the shares to
be purchased; and
(iv) by any combination of the above methods of payment;
provided, however, that the Company shall not be obligated to purchase or accept
the surrender in payment of any shares of Common Stock if any such action would
be prohibited by applicable law or if the Committee determines that such action
is not in the best interests of the Company. The Committee shall determine the
method for tendering Common Stock and may impose such limitations and
prohibitions on the use of Common Stock to exercise an Option as it deems
appropriate.
Section 9. Stock Appreciation Rights.
(a) Stock Appreciation Right Grant. Subject to the terms of this Section 9,
the Committee may grant a Stock Appreciation Right that is (i) independent of an
Option, or (ii) granted in conjunction with an Option (or portion thereof). A
Stock Appreciation Right granted in conjunction with an Option may be granted at
the time the related Option is granted or at any time prior to the exercise or
cancellation of the related Option.
(b) Grant Price. The "Grant Price" of a Stock Appreciation Right shall be:
(i) in the case of a Stock Appreciation Right that is granted independent of an
Option, as determined by the Committee in its sole discretion; or (ii) in the
case of Stock Appreciation Right granted in conjunction with an Option, equal to
the Option Price.
(c) Term of Stock Appreciation Right. Stock Appreciation Rights granted under
the Plan shall expire no later than ten (10) years from the date of grant or
such earlier date specified by the Committee; provided, however, that a Stock
Appreciation Right granted in conjunction with an Option shall expire at the
same time the Option expires.
(d) Exercisability. The Committee shall determine the dates after which Stock
Appreciation Rights may be exercised in whole or in part; provided, however,
that no Stock Appreciation Right shall be exercisable prior to the completion of
the approval features set forth in Section 6 or after the expiration of the term
of such Stock Appreciation Right. Subject to the preceding sentence, the
Committee may amend a Stock Appreciation Right to accelerate the date after
which such Stock Appreciation Right may be exercised in whole or in part. A
Stock Appreciation Right that has not been exercised on or prior to the date it
expires shall be canceled. A Stock Appreciation Right that is exercised in
conjunction with an Option (or portion thereof) shall not be exercised unless
such
5
<PAGE>
Option (or portion thereof) is otherwise exercisable, and such a Stock
Appreciation Right shall be canceled to the extent the Option to which it
relates has been exercised, has expired, or been terminated or canceled.
(e) Exercise of Stock Appreciation Right. A Participant may exercise a Stock
Appreciation Right, in whole or in part, by providing notice of exercise in
accordance with the method prescribed by the Committee. Upon the exercise of a
Stock Appreciation Right, the Participant shall be entitled to receive from the
Company with respect to each share of Common Stock to which such Stock
Appreciation Right is exercised an amount in cash or Common Stock equal to the
excess of (i) the Fair Market Value of a share of Common Stock on the date of
exercise over (ii) the Grant Price of the Stock Appreciation Right. Upon
exercise, the Company shall pay such amount in cash and/or Common Stock at the
discretion of the Committee. The number of shares of Common Stock, if any,
issued as a result of the exercise of a Stock Appreciation Right shall be based
on the Fair Market Value of such shares of Common Stock on the date of exercise.
Upon the exercise of a Stock Appreciation Right (or portion thereof), granted in
conjunction with an Option (or portion thereof), the Option (or portion thereof)
to which such Stock Appreciation Right relates shall be deemed in the case of a
cash payment to have been canceled and in the case of a payment in Common Stock
to have been exercised.
Section 10. Restricted Stock.
(a) Restricted Stock Grant. Subject to the terms of this Section 10, the
Committee may grant Restricted Stock, the restrictions on which lapse In
accordance with the terms specified by the Committee, to selected Service
Providers for such reasons and in such amounts as the Committee in its sole
discretion, may determine. The Committee may amend a Restricted Stock Award to
accelerate the date on which restrictions on all or part of such Award will
lapse. As a condition to any Award of Restricted Stock, the Committee may
require a Service Provider to pay to the Company a non-refundable amount equal
to, or in excess of, the par value of the shares of Restricted Stock awarded.
(b) Restrictions. During the Restricted Period, a Participant may not
Transfer any shares of Restricted Stock except, consistent with Section 17(b),
as provided in the agreement or award under which the Restricted Stock is
granted.
(c) No Other Restrictions. Except as otherwise provided in this Section 10 or
in an agreement or award under which Restricted Stock is granted, Participants
shall enjoy all other rights of ownership associated with the Restricted Stock,
including, without limitation, the right to vote such shares and to receive
dividends on these shares.
(d) Legend. Each certificate of Common Stock issued in connection with a
Restricted Stock award under the Plan shall be registered in the name of the
Participant to whom the Restricted Stock was awarded, deposited with MMPT
together with a stock power endorsed in blank, and bear the following or a
substantially similar legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE GIVEN, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF (WHETHER FOR OR WITHOUT
CONSIDERATION, AND WHETHER VOLUNTARILY,
6
<PAGE>
INVOLUNTARILY OR BY OPERATION OF LAW) UNLESS SUCH GIFT, SALE, ASSIGNMENT,
TRANSFER, OR OTHER DISPOSITION COMPLIES WITH THE MODEM MEDIA 2000 STOCK
INCENTIVE PLAN AND THE AGREEMENT OR AWARD UNDER WHICH THE SECURITIES WERE ISSUED
TO THE PARTICIPANT.
(e) Revised Certificates. When the restrictions to which the Restricted Stock
is subject lapse or are otherwise satisfied MMPT shall deliver to the
Participant holding the Restricted Stock a certificate or certificates of Common
Stock without the legend referred to in Section 10(d), for the number of shares
of Restricted Stock pursuant to which all restrictions have lapsed or been
satisfied.
Section 11. Merit Awards.
The Committee may from time to time make an Award of Common Stock under the
Plan to selected Service Providers for such reasons and in such amounts as the
Committee, in its sole discretion, may determine. As a condition to any such
Merit Award, the Committee may require a Participant to pay the Company an
amount equal to, or in excess of, the par value of the shares of Common Stock
awarded.
Section 12. Performance Awards.
(a) Performance Awards. The Committee may from time to time make an Award
(which may be a Restricted Stock Award, Merit Award or Other Stock Based Award),
the receipt of which, or the vesting of which, depends upon the attainment of
certain Performance Goals within a stated Performance Period. There may be more
than one Performance Period in existence at any one time, and the duration of
the Performance Periods may differ from each other.
(b) Granting Performance Awards. Subject to the terms of this Plan, the
Committee shall determine within the first 90 days of the Performance Period (or
if shorter, within the first quarter of such Performance Period) (i) the Service
Providers who shall be eligible to receive a Performance Award, and (ii) for
each such Service Provider or group of Service Providers, the Performance Goal
and the Award or range of Awards payable upon attainment of such Performance
Goals (or a percentage of such Performance Goals).
(c) Revision of Awards or Goals. The Committee's discretion to revise the
Performance Goals and the Awards payable upon attainment of the Performance
Goals shall be limited to reducing or eliminating the amount of an Award
otherwise payable upon attainment of the Performance Goals. The Committee may
adjust Performance Goals and the Awards payable upon attainment of the
Performance Goals during the Performance Period to reflect promotions, transfers
or other changes in an Employee's position; provided, however, that no such
change shall be effective unless (i) attainment of such Performance Goals is not
substantially certain, and (ii) the changes made are either consistent with the
Performance Goals and Awards established for other Employees in the same or
similar position or approved by the Committee following such promotion,
transfer, or other change in employment, and are made before the expiration of
the first 90 days (or if shorter, the first quarter) of this short Performance
Period.
(d) Determination of Award. Unless the Agreement under which a Performance
Award is made provides otherwise, (i) Performance Awards shall be determined
within 90 days following the date attainment of Performance Goals can be
measured and (ii) Participants shall receive their Performance Awards no later
than 30 days after the Awards are determined; provided, however, no
7
<PAGE>
amounts shall be distributed as a result of a Performance Award prior to the
time that the Committee certifies in writing that the Performance Goals
applicable to each such Award have been satisfied or prior to the date the
approval features a set forth in Section 5 have been satisfied.
8
<PAGE>
Section 13. Other Compensation Programs.
In the event a compensation program sponsored by the Company provides for a
distribution to be made in Common Stock, the Committee may, in its discretion,
treat such distributions as having been awarded under this Plan. The number of
shares of Common Stock, if any, issued as a result of such a distribution shall
be based on the Fair Market Value of such shares of Common Stock on the date
prior to the date of distribution.
Section 14. Other Stock Based Compensation.
The Committee may grant Other Stock Based Awards in such form as it shall, in
its sole discretion, determine, including without limitation, phantom shares of
Common Stock and units representing shares of Common Stock. The Committee shall
determine whether Other Stock Based Awards shall be settled in cash, Common
Stock, or a combination of both
Section 15. Effect of Termination of Service on Awards.
(a) Termination of Service: General Rule. Unless otherwise provided in an
agreement or award and except as otherwise provided in this Section 15, upon the
termination of Service of a Participant other than for Cause:
(i) each Option, Stock Appreciation Right, and Other Stock Based Award
that is exercisable shall be exercisable for the thirty (30) day period
following such termination, provided, that no such Award shall be
exercisable following the expiration of its term and all such Awards that
are not exercisable shall be forfeited and canceled;
(ii) each share of Restricted Stock (and each Other Stock Based Award that
is subject to restrictions), for which restrictions have not lapsed as of
the date Service terminates shall be forfeited and canceled; and
(iii) each Performance Award (and each Other Stock Based Award that
requires attainment of Performance Goals) the award or vesting of which
depends on the performance of the Company during a Performance Period that
has not ended as of the date Service terminates shall be forfeited and
canceled.
(b) Disability, Death or Retirement. Unless otherwise provided in an agreement
or award , if a Participant's employment terminates because of Disability,
death, or Retirement:
(i) each Option, Restricted Stock Award, Stock Appreciation Right, and
Other Stock Based Award shall become immediately exercisable and shall
remain exercisable for the three year period following such termination,
provided, that no such Award shall be exercisable following the expiration
of its term; and
(ii) to the extent measurable, the Participant, or in the case of the
Participant's death, the Participant's beneficiary shall receive a pro-
rata award following the Performance Period in respect of each Performance
Award (and each other Other Stock Based Award that requires attainment of
Performance Goals) the award or vesting of which depends on the
performance of the Company during a Performance Period that has not ended
as of the date employment terminates which shall be determined by
multiplying the Award by a fraction, the numerator of which shall be the
number of full and partial months elapsed in the Performance Period
9
<PAGE>
during which the Participant was an Employee and the denominator of which
shall be the number of full and partial months elapsed in the Performance
Period.
(c) Change in Control. Unless otherwise provided in an agreement or award, if
within one year following a Change in Control, a Participant's Service is
terminated involuntarily by the Company other than for Cause, Retirement, death
or Disability, any Options, Stock Appreciation Rights or other Stock Based
Compensation granted to such Participant shall immediately vest and any
restrictions on restricted stock shall lift effective the date of such
termination. Treatment of Performance Awards upon a Change in Control shall be
determined by the Committee prior to such Change in Control.
(d) Termination of Service for Cause. Upon the termination of Service of a
Participant for Cause, all Awards which have not been exercised shall be
forfeited unless otherwise determined by the Committee. All other Awards which
are not exercisable on the date Service terminates, which are restricted or for
which the Participant has not satisfied the requirements, shall be forfeited and
canceled.
Section 16. Amendment, Termination, Term.
(a) Amendment; Termination. The Board may at any time terminate the Plan or
make such amendments thereof as it shall deem advisable and in the best
interests of the Company; provided, however, that no such amendment shall,
without the consent of the individual to whom any Award shall have been granted,
adversely affect or impair the rights of such individual under such Award, and
provided, further, that unless the shareholders of MMPT shall have first
approved thereof, no amendment of the Plan shall be effective if such approval
is necessary to comply with any tax or regulatory requirement for which or with
which the Board deems it necessary or desirable to qualify or comply.
Notwithstanding anything in this Section to the contrary, the Committee may
provide for forfeiture of an Award, if it determines, in its complete discretion
that a Participant has engaged in activity that is contrary to the interests of
the Company.
(b) Term. No Awards shall be granted under this Plan on or after the tenth
anniversary of the Effective Date, but Awards granted prior to or as of such
date may extend beyond such date in accordance with the provisions of this Plan.
Section 17. Miscellaneous.
(a) Continued Employment/Participation Not Guaranteed. Nothing contained in
this Plan shall confer upon any Participant or Employee the right to
continuation of his or her employment with the Company (or interfere with the
Company's right to terminate such employment) or the right to receive an Award
under this Plan, and there is no obligation for uniformity of treatment of
Service Providers, Participants or beneficiaries of Awards.
(b) Awards May Not Be Transferred. Except as otherwise determined by the
Committee, an Employee or Participant's rights under this Plan may not be
Transferred in whole or in part except that the following Transfers, if
permitted by the Agreement under which an Award is made, shall be permitted
under this Plan:
(i) a Transfer made to the Company (or its assignee); and
10
<PAGE>
(ii) a Transfer, upon the death of the Participant or to their respective
executors, administrators, testamentary trustees, legatees or
beneficiaries (an "Estate");
provided, however, that a Transfer pursuant to this Section shall not be given
effect on the books of MMPT unless and until the transferee agrees in writing,
in form and substance satisfactory to the Committee, to be become bound by the
terms of the Plan.
(c) Withholding. Applicable law may require the withholding of taxes from the
income or gains resulting from an Award. The Company, may in its discretion,
require payment to the Company of the amount to be withheld, or make other
arrangements (including without limitation, the withholding of Common Stock
which would otherwise be delivered as part of or upon exercise of an Award), at
the time of delivery or exercise or thereafter. To the extent permitted by the
Committee, a Participant may elect to discharge his or her withholding
obligations through (i) the payment of cash or authorization of the Company to
withhold cash that is otherwise payable to the Participant, (ii) delivery of
shares of Common Stock, or authorization of the Company to withhold shares of
Common Stock, having a Fair Market Value equal to the amount to be withheld, or
(iii) any combination of the above.
(d) Certain Adjustments. In the event of a corporate event that affects
Common Stock (i.e., a recapitalization, stock split, stock combination, stock
reclassification, merger, or similar event), the Committee may make appropriate
adjustments including, without limitation adjustments to (i) the number of
authorized and unissued shares of Common Stock subject to the Plan, (ii) the
maximum number of shares available for grant, and (iii) the number of shares of
Common Stock, covered by or available for, or covered by, an Award (as well as
the exercise price, if any, thereof), such that the interest of the Participant
shall be maintained as before the occurrence of such event.
(e) Funding; Expenses. This Plan shall be unfunded. Awards hereunder shall
be furnished using the general assets of the Company (or a trust established by
the Company to meet its obligations hereunder which shall not be subject to the
claims of Participants) and Participants shall be general unsecured creditors of
the Company. No Participant shall have any right, title, claim or interest in
or with respect to any specific assets of the Company in connection with his or
her participation in this Plan. All of the expenses of the Plan shall be borne
by the Company.
(f) Governing Law; Interpretation. This Plan shall be governed by the laws of
the State of Delaware to the extent not preempted by federal law. This Plan is
intended to be administered with respect to persons covered by Section 16 of the
Exchange Act in accordance with Rule 16b3 and the rights of all such individuals
shall be construed in accordance with such provision.
(g) Award Agreements. Each Award hereunder shall be evidenced by an Award
Agreement which may be in the form of a letter notification of grant. Such
Agreement shall be delivered to the Participant and shall, in conjunction with
the Plan, specify the terms and conditions of the Award and any rules applicable
thereto.
(h) No Limit on Other Compensation Arrangement. Nothing contained in the Plan
shall prevent the Company from adopting or continuing in effect other
compensation arrangements, including without limitation, any such arrangements
that provide for the grant of options, restricted stock, common stock, and other
types of awards provided for hereunder (subject to the approval of the
11
<PAGE>
Company's shareholders if required), and such arrangements may be either
generally applicable or applicable only in specific cases.
12
