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EXHIBIT 99.1
BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
2000 LONG-TERM INCENTIVE PLAN
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BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
2000 LONG-TERM INCENTIVE PLAN
<TABLE>
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SECTION DESCRIPTION
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1 Purpose of the Plan
2 Definitions
3 Types of Awards Covered
4 Administration
5 Eligibility
6 Shares of Stock Subject to the Plan
7 Non-Employee Director Awards
8 Stock Options
9 Stock Appreciation Rights
10 Restricted Stock
11 Performance Awards
12 Other Stock-Based Incentive Awards
13 Exercise of Options
14 Rights in Event of Death or Disability
15 Award Agreements
16 Tax Withholding
17 Change of Control
18 Dilution or Other Adjustment
19 Transferability
20 Amendment or Termination
21 General Provisions
22 Plan Effective Date
23 Plan Termination
</TABLE>
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BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.
2000 LONG-TERM INCENTIVE PLAN
SECTION 1
PURPOSE OF THE PLAN
1.1 The 2000 Long-term Incentive Plan, maintained by BrightStar Information
Technology Group, Inc., is intended to motivate key employees to
enhance shareholder value by offering incentives to its key employees
who are primarily responsible for the growth of the Company and to
attract and retain qualified employees and non-employee directors.
SECTION 2
DEFINITIONS
2.1 Unless the context indicates otherwise, the following terms, when used
in this Plan, shall have the meanings set forth in this Section:
(a) "AWARD" shall mean grants or awards under this Plan in the form
of Options, SARs, Restricted Stock, Performance Awards or other
stock-based incentive awards.
(b) "BOARD" shall mean the Board of Directors of the Company.
(c) "CHANGE OF CONTROL" shall be deemed to have taken place on an
occurrence of an event as defined in Section 17 of this Plan.
(d) "CODE" shall mean the Internal Revenue Code of 1986 as it may
be amended from time to time and related Treasury Regulations.
(e) "COMMITTEE" shall mean the Board, or any Committee comprised of
two or more Outside Directors, to the extent required to
qualify for an exemption pursuant to Rule 16b-3 under the
Exchange Act and to satisfy the requirements regarding
committees of "outside directors" under Section 162(m) of the
Code, that may be designated by the Board to administer the
Plan, in accordance with Section 4 hereof.
(f) "COMMON STOCK" shall mean the common stock, par value $.01, of
the Company.
(g) "COMPANY" shall mean BrightStar Information Technology Group,
Inc.
(h) "DEFERRED SHARES" an award made pursuant to Section 12 of the
Plan of the right to receive Common Stock in lieu of cash
thereof at the end of a specified time period.
(i) "DIRECTOR" shall mean any member of the Board.
(j) "DISABILITY" shall mean permanent and total disability within
the meaning of Section 22(e)(3) of the Code.
(k) "EMPLOYEE" shall mean any full-time employee of the Company or
its Subsidiaries (including Directors who are otherwise
employed on a full-time basis by the Company or its
Subsidiaries).
(l) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934
as it may be amended from time to time.
(m) "FAIR MARKET VALUE" of the Common Stock on a given date shall
be based upon either (i) if the Common Stock is listed on a
national securities exchange or quoted in an interdealer
quotation system, the last sales price or, if unavailable, the
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average of the closing bid and asked prices per share of the
Common Stock on such date (or, if there was no trading or
quotation in the Common Stock on such date, on the next
preceding date on which there was trading or quotation) as
provided by one of such organizations or (ii) if the Common
Stock is not listed on a national securities exchange or
quoted in an interdealer quotation system, the price will be
equal to the Company's fair market value, as determined by the
Committee in good faith based upon the best available facts
and circumstances at the time.
(n) "GRANTEE" shall mean a person granted an Award under the Plan.
(o) "IMMEDIATE FAMILY" shall mean with respect to a given Grantee
that Grantee's spouse, children, or grandchildren (including
adopted children or grandchildren).
(p) "IPO DATE" shall mean the date of closing of the initial public
offering of the Company's Common Stock.
(q) "ISO" shall mean an Award granted pursuant to the Plan to
purchase shares of the Stock and is intended to qualify as an
incentive stock option under Section 422 of the Code, as now or
hereafter constituted.
(r) "NON-EMPLOYEE DIRECTOR" shall mean a Director of the Company
who is not an Employee nor has been an Employee at any time
during the prior one-year period.
(s) "NQSO" shall mean an Award granted pursuant to the Plan to
purchase shares of stock and is not intended to qualify as an
incentive stock option under Section 422 of the Code, as now or
hereafter constituted.
(t) "OPTIONS" shall refer collectively to NQSOs and ISOs issued
under and subject to the Plan.
(u) "OUTSIDE DIRECTOR" shall mean a non-employee Director within
the meaning of Rule 16b-3(b)(3) under the Exchange Act, or any
successor thereto, who are also "outside directors" within the
meaning of Section 162(m) of the Code and the regulations
thereunder.
(v) "PERFORMANCE AWARDS" shall mean Awards under the Plan, payable
in cash, Common Stock, other securities or other awards and
shall confer on the holder thereof the right to receive
payments, upon the achievement of such performance goals during
such performance periods as the Committee shall establish.
(w) "PERMITTED TRANSFEREE" shall mean any individual or entity as
defined in Section 19.2 of this Plan.
(x) "PLAN" shall mean this 2000 Long-term Incentive Plan as set
forth herein and as amended from time to time.
(y) "RESTRICTED STOCK" shall mean an Award of Common Stock subject
to restrictions on transfer and/or such other restrictions on
incidents of ownership as the Committee may determine.
(z) "RULES" means Rule 16(b)(3) and any successor provisions
promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act.
(aa) "SAR" shall mean an Award constituting the right to receive,
upon surrender of the right, but without payment, an amount
payable in cash.
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(ab) "SUBSIDIARY or SUBSIDIARIES" shall mean any entity or entities
in which the Company owns a majority of the voting power.
(ac) "TEN PERCENT SHAREHOLDER" shall mean any Grantee who owns more
than 10% of the combined voting power of all classes of stock
of the Company, within the meaning of Section 422 of the Code.
SECTION 3
TYPES OF AWARDS COVERED
3.1 Awards granted, under the Plan may be:
(a) stock options ("Options") which may be designated as:
(i) nonqualified stock options ("NQSOs"); or
(ii) incentive stock options ("ISOs");
(b) stock appreciation rights ("SARs");
(c) restricted stock awards ("Restricted Stock");
(d) performance awards ("Performance Awards"); or
(e) other forms of stock-based incentive awards.
SECTION 4
ADMINISTRATION
4.1 The Plan shall be administered by the Committee. Subject to the
provisions of the Plan and applicable law, the Committee shall have
full discretion and the exclusive power to:
(a) select the Employees who will participate in the Plan and to
make Awards to such Employees;
(b) determine the time at which such Awards shall be granted and
any terms and conditions with respect to such Awards as shall
not be inconsistent with the provisions of the Plan; and
(c) resolve all questions relating to the administration of the
Plan, and applicable law.
4.2 The interpretation of and application by the Committee of any provision
of the Plan shall be final and conclusive. The Committee, in its sole
discretion, may establish such rules and guidelines relating to the
Plan as it may deem appropriate.
4.3 The Committee may employ such legal counsel, consultants, and agents as
it may deem desirable for the administration of the Plan and may rely
upon any opinion received from any such counsel or consultant and any
computation received from any such consultant or agent. The Committee
shall keep minutes of its actions under the Plan.
4.4 No member of the Board of Directors or the Committee shall be liable
for any action or determination made in good faith with respect to the
Plan or any Awards granted hereunder. All members of the Committee
shall be fully protected by the Company in respect to any such action,
determination or interpretation.
SECTION 5
ELIGIBILITY
5.1 The individuals who shall be eligible to participate in the Plan shall
be officers, management, and such other key Employees of the Company
and Subsidiaries (including any directors who are also employees) as
the Committee may from time to time determine.
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5.2 Directors of the Company who are not employees of the Company shall be
eligible to participate in the Plan as provided in Section 7.
5.3 An Employee or Non-Employee Director who has been granted an Award in
one year shall not necessarily be entitled to be granted Awards in
subsequent years.
SECTION 6
SHARES OF STOCK SUBJECT TO THE PLAN
6.1 Awards may be granted with respect to the Common Stock of the Company.
6.2 Shares delivered upon exercise of the Awards, at the election of the
Board of Directors of the Company, may be Common Stock that is
authorized but previously unissued, or stock reacquired by the Company,
or both.
6.3 Subject to the provisions of Section 18, the maximum number of shares
available for issuance under the Plan shall be 1,000,000. The number of
shares of Common Stock reserved under the Plan shall not be less than
the total number of shares granted, whether exercised or unexercised
for all Awards under the Plan.
6.4 Notwithstanding any other provision of the Plan to the contrary, in no
event may any Grantee in any calendar year receive more than 200,000
Options under this Plan, whether they be ISOs or NQSOs, subject to
adjustments as provided in Section 18 of the Plan.
6.5 Notwithstanding any other provision of the Plan to the contrary, in no
event may any Grantee in any calendar year receive more than 500,000
SARs under this Plan, subject to adjustments as provided in Section 18
of
the Plan.
6.6 Notwithstanding any other provision of the Plan to the contrary, in no
event may any Grantee in any calendar year receive an award of
Performance Awards having an aggregate maximum value as of their
respective date of grant in excess of $1,000,000
6.7 Any shares of Common Stock awarded under the Plan, which Award for any
reason expires or is terminated unexercised as to such shares, shall
again be available for the grant of other Awards under the Plan;
provided, however, that forfeited shares or other securities shall not
be available for further Awards if the Grantee has realized any
benefits of ownership from such shares.
SECTION 7
NON-EMPLOYEE DIRECTOR AWARDS
7.1 The Board may grant NQSOs to Non-Employee Directors in such amounts and
at such times as the Board may determine.
7.2 Each option granted to a Non-Employee Director shall be exercisable in
full immediately upon the date of grant.
7.3 Each option granted to a Non-Employee Director may not be exercised
more than 10 years after the date such option is granted and such
option shall expire on such date unless sooner exercised or cancelled
due to termination of service or death.
7.4 Upon the termination of directorship, such Non-Employee Director's
option privileges shall be limited to the shares which were immediately
purchasable at the date of such termination of directorship and shall
expire unless exercised on or before the first annual anniversary of
the date of such termination of directorship.
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7.5 If a Non-Employee Director dies while a member of the Board, his or her
option shall become fully exercisable and shall remain exercisable by
such Non-Employee Director's estate (or other successor) until the
first annual anniversary date of death, at which time they shall
expire.
SECTION 8
STOCK OPTIONS
8.1 The Committee may grant Options, as follows, which shall be evidenced
by a stock option agreement and may be designated as (i) NQSOs or (ii)
ISOs:
(a) NQSOS
(i) A NQSO is a right to purchase a specified number of
shares of Common Stock during such time as the
Committee may determine, not to exceed ten years, at a
price determined by the Committee that is not less than
50% of the Fair Market Value of the Common Stock on the
date the option is granted.
(ii) The purchase price of the Common Stock subject to the
NQSO may be paid in cash. At the discretion of the
Committee, the purchase price may also be paid by the
tender of Common Stock or through a combination of
Common Stock and cash or through such other means as
the Committee determines are consistent with the Plan's
purpose and applicable law. No fractional shares of
Common Stock will be issued or accepted.
(iii) No NQSO may be exercised more than ten years after the
date the NQSO is granted.
(iv) Without limiting the foregoing, to the extent permitted
by law (including relevant state law):
A. the Committee may agree to accept, as full or
partial payment of the purchase price of Common
Stock issued upon the exercise of the NQSO, a
promissory note of the person exercising the
NQSO evidencing the person's obligation to make
future cash payments to the Company, which
promissory note shall be payable as determined
by the Company (but in no event later than five
years after the date thereof), shall be secured
by a pledge of the shares of Common Stock
purchased and shall bear interest at a rate
established by the Committee; and
B. the Committee may permit the person exercising
the NQSO, either on a selective or aggregate
basis, to simultaneously exercise the NQSO and
sell the shares of Common Stock acquired,
pursuant to a brokerage or similar arrangement
approved in advance by the Committee, and use
the proceeds from sale as payment of the
exercise price of the NQSO.
(b) ISOS
(i) No ISO may be granted under the Plan to a Non-Employee
Director.
(ii) The aggregate Fair Market Value (determined at the time
of the grant of the Award) of the shares of Common
Stock subject to ISOs which are exercisable by a
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Grantee for the first time during a particular calendar
year shall not exceed $100,000. To the extent that ISOs
granted to a Grantee exceed the limitation set forth in
the preceding sentence, ISOs granted last shall be
treated as NQSOs.
(iii) No ISO may be exercisable more than:
A. in the case of a Grantee who is not a Ten
Percent Shareholder, on the date the ISO is
granted, ten years after the date the ISO is
granted; and
B. in the case of a Grantee who is a Ten Percent
Shareholder, on the date the ISO is granted,
five years after the date the ISO is granted.
(iv) The exercise price of any ISO shall be determined by
the Committee and shall not be less than:
A. in the case of a Grantee who is not a Ten
Percent Shareholder on the date the ISO is
granted, the Fair Market Value of the Common
Stock subject to the ISO on such date; and
B. in the case of an employee who is a Ten Percent
Shareholder on the date the ISO is granted, not
less than 110 percent of the Fair Market Value
of the Common Stock subject to the ISO on such
date.
(v) The Committee may provide that the option price under
an ISO may be paid by one or more of the methods
available for paying the option price of an NQSO per
Section 8.1(a)(iv).
8.2 The Committee shall specify in the stock option agreement the terms
upon which the Options shall become exercisable.
SECTION 9
STOCK APPRECIATION RIGHTS
9.1 The amount payable with respect to each SAR shall be equal in value to
the applicable percentage of the excess, if any, of the Fair Market
Value of a share of Common Stock on the exercise date over the exercise
price of the SAR. The exercise price of the SAR shall be determined by
the Committee and shall not be less than 50% of the Fair Market Value
of a share of Common Stock on the date the SAR is granted. SARs may be
granted in tandem with an Option in which event the Grantee has the
right to elect to exercise either the SAR or the Option. Upon their
election to exercise one of these Awards, the other Award is
subsequently terminated. SARs may also be granted as an independent
Award.
9.2 In the case of an SAR granted in tandem with an ISO to an employee who
is a Ten Percent Shareholder on the date of such grant, the amount
payable with respect to each SAR shall be equal in value to the
applicable percentage of the excess, if any, of the Fair Market Value
of a share of Common Stock on the exercise date over the exercise price
of the SAR, which exercise price shall not be less than 110 percent of
the Fair Market Value of a share of Common Stock on the date the SAR is
granted.
9.3 The applicable percentage and exercise price shall be established by
the Committee at the time the SAR is granted.
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SECTION 10
RESTRICTED STOCK
10.1 Restricted Stock is Common Stock of the Company that is issued to a
Grantee at a price determined by the Committee, which price may be
zero, and is subject to restrictions on transfer and/or such other
restrictions on incidents of ownership as the Committee may determine.
10.2 The Committee shall specify in the Award agreement the terms upon which
such shares of Common Stock granted to a Grantee as an Award shall
vest; provided, however that the Grantee continues to be employed by
the Company on such date.
10.3 The Committee may, in its discretion, provide for accelerated vesting
of Restricted Stock upon the achievement of specified performance goals
to be determined by the Committee.
10.4 Grantee may make the election under Section 83(b) of the Code.
SECTION 11
PERFORMANCE AWARDS
11.1 A Performance Award granted under the Plan:
(a) may be denominated or payable in cash, Common Stock,
Restricted Stock, other securities, or other Awards; and
(b) shall confer on the holder thereof the right to receive
payments, in whole or in part, upon the achievement of such
performance goals during such performance periods as the
Committee shall establish.
11.2 Subject to the terms of the Plan and any applicable Award agreement,
the performance goals to be achieved during any performance period, the
length of any performance period, the amount of any Performance Award
granted and the amount of any payment or transfer to be made pursuant
to any Performance Award shall be determined by the Committee. Such
performance goals that the Committee may select are earnings before
interest and taxes, net income, gross sales, earnings per share, return
on equity, return on investment, economic value added, divisional
performance goals, etc.
SECTION 12
OTHER STOCK-BASED INCENTIVE AWARDS
12.1 The Committee may from time to time grant Awards under this Plan that
provide a Grantee the right to purchase Common Stock or units that are
valued by reference to the Fair Market Value of the Common Stock
(including, but not limited to, phantom securities or dividend
equivalents) or to receive Deferred Shares which are stock-based
incentive grants in lieu of a cash deferral of bonuses. Such Awards
shall be in a form determined by the Committee (and may include terms
contingent upon a change of control of the Company); provided that such
Awards shall not be inconsistent with the terms and purposes of the
Plan.
12.2 The Committee shall determine the price of any Award and may accept any
lawful consideration.
SECTION 13
EXERCISE OF OPTIONS
13.1 The Committee may provide for the exercise of Options in installments
and upon such terms, conditions and restrictions as it may determine
subject to applicable law and the other requirements of this Plan.
13.2 The Committee may provide for termination of an Option in the case of
termination of employment or directorship or any other reason.
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13.3 An Option granted hereunder shall be exercisable, in whole or in part,
only by written notice delivered in person or by mail to the Secretary
of the Company at its principal office, specifying the number of shares
of Common Stock to be purchased and accompanied by payment thereof and
otherwise in accordance with the stock option agreement pursuant to
which the Option was granted.
SECTION 14
RIGHTS IN EVENT OF DEATH OR DISABILITY
14.1 If a Grantee dies or becomes subject to a Disability prior to
termination of his or her right to exercise an Option in accordance
with the provisions of his or her stock option agreement without having
totally exercised the Option, the stock option agreement may provide
that the Option may be exercised, to the extent that the shares with
respect to the Option could have been exercised by the Grantee on the
date of his or her death or Disability, by (i), in the event of the
Grantee's death, the Grantee's estate or by the person who acquired the
right to exercise the Option by bequest or inheritance or (ii), in the
event of the Grantee's Disability, the Grantee or his or her personal
representative.
14.2 In the event of the Grantee's death or Disability, the Option shall not
be exercisable after the date of its expiration or more than six months
from the date of the Grantee's death or Disability, whichever first
occurs.
14.3 The date of Disability of a Grantee shall be determined by the
Committee.
SECTION 15
AWARD AGREEMENTS
15.1 Each Award granted under the Plan shall be evidenced by an award
agreement between the Grantee to whom the Award is granted and the
Company, setting forth the number of shares of Common Stock, SARs, or
units subject to the Award and such other terms and conditions
applicable to the Award not inconsistent with the Plan as the Committee
may deem appropriate.
15.2 The award agreement for an Option shall also be referred to as a stock
option agreement.
SECTION 16
TAX WITHHOLDING
16.1 The Committee may establish such rules and procedures as it considers
desirable in order to satisfy any obligation of the Company to withhold
federal income taxes or other taxes with respect to any Award made
under the Plan. Such rules and procedures may provide:
(a) in the case of Awards paid in shares of Common Stock, the
Company may withhold shares of Common Stock otherwise issuable
upon exercise of such Award in order to satisfy withholding
obligations, unless otherwise instructed by the Grantee or
unless the Committee determines otherwise at the time of Grant;
and
(b) in the case of an Award paid in cash, that the withholding
obligation shall be satisfied by withholding the applicable
amount and paying the net amount in cash to the Grantee;
provided that the requirements of the Rules, to the extent
applicable, must be satisfied with regard to any withholding
pursuant to clause (a).
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SECTION 17
CHANGE OF CONTROL
17.1 For the purpose of the Plan, a "Change of Control" shall be deemed to
have occurred if:
(a) the Company is merged or consolidated with another corporation
and as a result of such merger or consolidation less than 50%
of the outstanding voting securities of the surviving or
resulting corporation are owned in the aggregate by the former
shareholders of the Company;
(b) the Company sells, leases or exchanges all or substantially all
of its assets to another corporation, which is not a
wholly-owned Subsidiary of the Company;
(c) any person or "group" within the meaning of Section 13(d)(3) of
the Exchange Act acquires (together with voting securities of
the Company held by such person or "group") 50% or more of the
outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record) pursuant to any
transaction or combination of transactions;
(d) there is a change of control of the Company of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange
Act, whether or not the Company is then subject to such
reporting requirements; or
(e) the individuals who, at the beginning of any period of twelve
consecutive months, constituted the Board of Directors cease,
for any reason, to constitute at least a majority thereof,
unless the nomination for election or election by the
Company's shareholders of each new Director of the Company was
approved by a vote of at least two-thirds of the Directors
then still in office who either were Directors at the
beginning of such period or whose election or nomination for
election was previously so approved.
17.2 In the event of a Change of Control affecting the Company, except as
provided for by an Award agreement entered into between the Company
and any Grantee, all Awards that have not expired and which are then
held by any Grantee (or the person or persons to whom any deceased
Grantee's rights have been transferred) shall be assumed by the
surviving or resulting corporation, and if not assumed by the
surviving or resulting corporation of such Change of Control, all
Awards shall become fully and immediately vested and exercisable.
All such Awards that are not assumed shall terminate upon the later
of (a) the effective date of the Change of Control; of (b) the end
of the notice period established by the Committee when it notifies
the Grantee in writing of the acceleration; provided that such
notice period shall provide the Grantee (or the person or persons to
whom any deceased Grantee's rights have been transferred) a minimum
period of ten (10) days to exercise his or her rights under the
Award.
SECTION 18
DILUTION OR OTHER ADJUSTMENT
18.1 If the Company is a party to any merger or consolidation, or undergoes
any merger, consolidation, separation, reorganization, liquidation or
the like, the Committee shall have the power to make arrangements,
which shall be binding upon the holders of unexpired Awards, for the
substitution of new Awards for, or the assumption by another
corporation of, any unexpired Awards then outstanding hereunder.
18.2 In the event of a reclassification, stock split, combination of shares,
separation (including a spin-off), dividend on shares of the Common
Stock payable in stock or other similar change in capitalization or in
the corporate structure of shares of the Common Stock, the Committee
<PAGE> 12
shall conclusively determine the appropriate adjustment in the option
prices of outstanding Options, and the number and kind of shares or
other securities as to which outstanding Awards shall be exercisable,
and in the aggregate number of shares with respect to which Awards may
be granted.
18.3 The number of shares reserved under the Plan shall adjust as the number
of shares of Common Stock increase as provided in Section 6.3 of this
Plan.
SECTION 19
TRANSFERABILITY
19.1 No Award, other than an NQSO, shall be sold, pledged, assigned,
transferred, or encumbered by a Grantee other than by will or by the
laws of descent and distribution.
19.2 Only an NQSO may be pledged, assigned, transferred, or gifted by a
Grantee to another individual provided that the NQSO is pledged,
assigned, transferred or gifted without consideration by a Grantee,
subject to such rules as the Committee may adopt, to (i) a member of
the Grantee's immediate family, (ii) a trust solely for the benefit of
the Grantee and his or her immediate family or (iii) a partnership or
limited liability company whose only partners or members are the
Grantee and his or her Immediate Family (hereinafter referred to as the
Permitted Transferee); provided that the Committee is notified in
advance in writing of the terms and conditions of any proposed pledge,
assignment, transfer, or gift and the Committee determines that such
pledge, assignment, transfer or gift complies with the requirements of
the Plan and the applicable Award agreement.
19.3 Any pledge, assignment or gift of an Award that does not comply with
the provisions of the Plan and the applicable Award agreement shall be
void and unenforceable against the Company.
19.4 All terms and conditions of a pledged, assigned, transferred or gifted
Award shall apply to the beneficiary, executor, administrator, and
Permitted Transferee, whether one or more, of the Grantee (including
the beneficiary, executor and administrator of a permitted transferee),
including the right to amend the applicable Award agreement; provided
that the Permitted Transferee shall not pledge, assign, transfer, or
gift an Award other than by will or by the laws of descent and
distribution.
SECTION 20
AMENDMENT OR TERMINATION
20.1 The Committee may at any time amend, suspend or terminate the Plan;
provided, that:
(a) no change in any Awards previously granted may be made without
the consent of the holder thereof; and
(b) no amendment, other than an amendment authorized by Section 18
or Section 6.3, may be made increasing the aggregate number of
shares of the Common Stock with respect to which ISOs may be
granted, or changing the class of employees eligible to receive
ISOs hereunder, without the approval of the holders of a
majority of the outstanding voting shares of the Company.
SECTION 21
GENERAL PROVISIONS
21.1 No Awards may be exercised by a Grantee if such exercise, and the
receipt of cash or stock thereunder, would be, in the opinion of
counsel selected by the Company, contrary to law or the regulations of
any duly constituted authority having jurisdiction over the Plan.
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21.2 A bona fide leave of absence approved by a duly constituted officer of
the Company shall not be considered interruption or termination of
service of any Grantee for any purposes of the Plan or Awards granted
thereunder, except that no Awards may be granted to an Employee while
he or she is on a bona fide leave of absence.
21.3 No Grantee shall have any rights as a shareholder with respect to any
shares subject to Awards granted to him or her under the Plan prior to
the date as of which he or she is actually recorded as the holder of
such shares upon the stock records of the Company.
21.4 Nothing contained in the Plan or in an Award agreement granted
thereunder shall confer upon any Grantee any right to (i) continue in
the employ of the Company or any of its Subsidiaries or continue
serving on the Board of Directors of the Company or (ii) interfere in
any way with the right of the Company or any of its Subsidiaries to
terminate the Grantee's employment at any time or service on the Board.
21.5 Any Award agreement may provide that stock issued upon exercise of any
Awards may be subject to such restrictions, including, without
limitation, restrictions as to transferability and restrictions
constituting substantial risks of forfeiture as the Committee may
determine at the time such Award is granted.
SECTION 22
PLAN EFFECTIVE DATE
22.1 The Plan shall become effective on the date of its adoption by the
Board of Directors of the Company subject to approval of the Plan by
the holders of a majority of the outstanding voting shares of the
Company within twelve (12) months after the date of the Plan's adoption
by said Board of Directors. In the event of the failure to obtain such
shareholder approval, the Plan and any Awards granted thereunder, shall
be null and void and the Company shall have no liability thereunder.
22.2 No Award granted under the Plan shall be exercisable until such
shareholder approval has been obtained.
SECTION 23
PLAN TERMINATION
23.1 No Award may be granted under the Plan on or after December 31, 2010,
but Awards previously granted may be exercised in accordance with their
terms.