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Exhibit 99.3
SONOSITE, INC.
1998 Nonofficer Employee Stock Option Plan
(as amended and restated on July 27, 2000)
1. Purpose
The purpose of the Plan is to enhance the long-term shareholder value of
the Corporation by offering opportunities to selected employees to participate
in the Corporation's growth and success, and to encourage them to remain in the
service of the Corporation and its subsidiaries and to acquire and maintain
stock ownership in the Corporation.
2. Definitions
The following terms have the corresponding meanings for purposes of the
Plan:
"Change in Control" means
(a) a "Board Change." For purposes of the Plan, a Board Change shall have
occurred if a majority of the seats (other than vacant seats) on the
Corporation's Board of Directors (the "Board") were to be occupied by
individuals who were neither (i) nominated by a majority of the Incumbent
Directors nor (ii) appointed by directors so nominated. An "Incumbent Director"
is a member of the Board who has been either (i) nominated by a majority of the
directors of the Corporation then in office or (ii) appointed by directors so
nominated, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person (as defined in Section 2(b)) other than the Board; or
(b) The acquisition by any individual, entity or group (within the meaning
of Section 13(d) (3) or 14(d) (2) of the Exchange Act) (a "Person") of
"Beneficial Ownership" (within the meaning of Rule 13d3 promulgated under the
Exchange Act) of (i) 20% or more of either (A) the then outstanding shares of
common stock (the "Outstanding Corporation Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the "Outstanding
Corporation Voting Securities"), in the case of either (A) or (B) of this clause
(i), which acquisition is not approved in advance by a majority of the Incumbent
Directors or (ii) 33% or more of either (A) the Outstanding
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Corporation Common Stock or (B) the Outstanding Corporation Voting Securities,
in the case of either (A) or (B) of this clause (ii), which acquisition is
approved in advance by a majority of the Incumbent Directors; provided, however,
that the following acquisitions shall not constitute a Change in Control: (x)
any acquisition by the Corporation, (y) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Corporation or any
corporation controlled by the Corporation, or (z) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the conditions described in
clauses (i), (ii) and (iii) of the following subsection (c) are satisfied; or
(c) Approval by the shareholders of the Corporation of a reorganization,
merger or consolidation, in each case, unless, following such reorganization,
merger or consolidation, (i) more than 60% of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Corporation Common Stock
and Outstanding Corporation Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, (ii) no Person (excluding the
Corporation, any employee benefit plan (or related trust) of the Corporation or
such corporation resulting from such reorganization, merger or consolidation and
any Person beneficially owning, immediately prior to such reorganization, merger
or consolidation, directly or indirectly, 33% or more of the Outstanding
Corporation Common Stock or Outstanding Corporation Voting Securities, as the
case may be) beneficially owns, directly or indirectly, 33% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors, and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such reorganization, merger or consolidation were Incumbent Directors at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(d) Approval by the shareholders of the Corporation of (i) a complete
liquidation or dissolution of the Corporation or (ii) the sale or other
disposition of all or substantially all of the assets of the Corporation, other
than to a corporation, with
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respect to which following such sale or other disposition, (A) more than 60% of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such sale or other disposition in substantially
the same proportion as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, (B) no Person (excluding the
Corporation and any employee benefit plan (or related trust) of the Corporation
or such corporation and any Person beneficially owning, immediately prior to
such sale or other disposition, directly or indirectly, 33% or more of the
Outstanding Corporation Common Stock or Outstanding Corporation Voting
Securities, as the case may be) beneficially owns, directly or indirectly, 33%
or more of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors, and (C) at least a majority of the members of the board of directors
of such corporation were approved by a majority of the Incumbent Directors at
the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Corporation.
"Committee" means the Committee provided for in Section 5, which shall
administer the Plan.
"Common Stock" means common stock, par value $0.01 per share, of the
Corporation.
"Corporation" means SonoSite, Inc., a Washington corporation.
"Designated Beneficiary" means any person designated in writing by a
Participant as a legal recipient of payments due under an award in the event of
the Participant's death, or in the absence of such designation, the
Participant's estate. Such designation must be on file with the Corporation in
order to be effective but, unless the Participant has made an irrevocable
designation, may be changed from time to time by the Participant.
"Disability," unless otherwise defined by the Committee, means a mental or
physical impairment of the Participant that is expected to result in death or
that has lasted or is expected to last for a continuous period of 12 months or
more and that
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causes the Participant to be unable, in the opinion of the Corporation, to
perform his or her duties for the Corporation or its subsidiaries and to be
engaged in any substantial gainful activity.
"Early Retirement" means early retirement as that term is defined by the
Plan Administrator from time to time for purposes of the Plan.
"Fair Market Value" of the Common Stock as of any trading day means the
average (rounded to the next highest cent in the case of fractions of a cent) of
the high and low sales prices of the Common Stock as reported on such trading
day by the Nasdaq National Market. If no sales price is reported for the Common
Stock on such trading day, then "Fair Market Value" shall mean the highest bid
price reported for the Common Stock on such trading day by the National
Quotation Bureau Incorporated or any similar nationally recognized organization.
If there is no such reported price for the Common Stock for the date in
question, then such price on the last preceding date for which such price exists
shall be determinative of Fair Market Value. The Committee, in its sole
discretion, shall make all determinations required by this definition.
"Participant" means a person who has received an award under the Plan.
"Plan" means this SonoSite, Inc. 1998 Nonofficer Employee Stock Option
Plan.
"Retirement" means retirement as of the Participant's normal retirement
date under the Corporation's 401(k) Plan or other similar successor plan
applicable to salaried employees, unless otherwise defined by the Committee from
time to time for purposes of the Plan.
"Withholding Tax" means any tax, including any federal, state or local
income tax, required by any governmental entity to be withheld or otherwise
deducted and paid with respect to the transfer of shares of Common Stock as a
result of the exercise of an option.
3. Stock Subject to the Plan
There are reserved for issuance upon the exercise of options under the Plan
1,000,000 shares of Common Stock. Such shares may be authorized and unissued
shares of Common Stock or shares now held or subsequently acquired by the
Corporation. If any option granted under the Plan shall expire or terminate for
any reason (including, without limitation, by reason of its surrender, pursuant
to the provisions of the third paragraph of Section 7(b) or otherwise, or
cancellation, in
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whole or in part, pursuant to the provisions of Section 7(c) or otherwise, or
the substitution in place thereof of a new option) without having been exercised
in full, the shares subject thereto shall again be available for the purposes of
issuance under the Plan.
4. Administration
The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have plenary authority, in its
discretion, to determine the individuals to whom, and the time or times at
which, options shall be granted and the number of shares to be covered by each
such grant. In making such determinations, the Committee may take into account
the nature of the services rendered by the respective Participants, their
present and potential contributions to the Corporation's success and such other
factors as the Committee in its discretion may deem relevant. Subject to the
express provisions of the Plan, the Committee shall have plenary authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of option agreements
(which need not be identical) and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee's determinations of
the matters referred to in this Section 4 shall be conclusive.
To the extent consistent with applicable law, the Board may authorize a
senior executive officer of the Corporation to grant options under the Plan,
within the limits specifically prescribed by the Board.
5. The Committee
The Board shall designate a Committee of members of the Board. Currently,
the Committee shall consist solely of two or more members of the Board. The
Committee shall be appointed by the Board, which may from time to time appoint
members of the Committee in substitution for members previously appointed and
may fill vacancies, however caused, in the Committee. The Committee shall
select one of its members as its Chairman and shall hold its meetings at such
times and places as it may determine. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by not
less than a majority of its members. Any decision or determination reduced to
writing and signed by all the members shall be fully as effective as if it had
been made by a majority vote at a meeting duly called and held. The Committee
may appoint a secretary, shall keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable.
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6. Eligibility
The Committee may grant options only to employees of the Corporation and of
its present and future subsidiary corporations ("subsidiaries") who are not
officers or directors of the Corporation. Any person eligible under the Plan
may receive one or more grants of options as the Committee shall from time to
time determine, and such determinations may be different as to different
Participants and may vary as to different grants.
7. Option Grants
(a) The Committee is authorized under the Plan, in its discretion, to
issue options as "nonqualified stock options" that are not intended to qualify
as "incentive stock options" under Section 422 of the United States Internal
Revenue Code of 1986, as amended (the "Code") and the options shall be
designated as nonqualified stock options in the applicable option agreement. The
purchase price of the Common Stock under each option granted under the Plan
shall be determined by the Committee but shall be not less than 100% of the Fair
Market Value of the Common Stock at the time such option is granted.
Notwithstanding the previous sentence, any option may provide that the purchase
price be equal to the average Fair Market Value of the Common Stock over any
continuous period of trading days beginning and ending no more than 30 business
days before or after the date such option is granted.
(b) The Committee shall be authorized in its discretion to prescribe in
the option grant the installments, if any, in which an option granted under the
Plan shall become exercisable, provided that no option shall be exercisable
prior to the six months prior to the date of grant thereof except as provided in
Sections 7(c), (d), (g), (h) and (i) or except as the Committee otherwise
determines. In no case may an option be exercised as to less than 50 shares at
any one time (or the remaining shares covered by the option if less than 50)
during the term of the option. The Committee shall also be authorized to
establish the manner of the exercise of an option. The term of each option shall
be not more than 10 years from the date of grant thereof.
In general, upon exercise, the option price is to be paid in full in cash;
however, the Committee can determine at any time prior to exercise of an option,
that additional forms of payment will be permitted. To the extent permitted by
the Committee and applicable laws and regulations (including, but not limited
to, federal tax and securities laws and regulations and state corporate law), an
option may be exercised (i) in Common Stock owned by the option holder having a
Fair Market Value on the date of exercise equal to the aggregate option price,
or in a combination of cash and stock; provided, however, that payment in stock
shall not be made unless such stock shall
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have been owned by the option holder for a period of at least six months prior
thereto (or any shorter period necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes); or (ii) by delivery of a properly
executed exercise notice, together with irrevocable instructions to a broker
designated by the Corporation, all in accordance with the regulations of the
Federal Reserve Board, to deliver promptly to the Corporation the amount of sale
or loan proceeds to pay the exercise price and any federal, state or local
withholding tax obligations that may arise in connection with the exercise.
In lieu of requiring an option holder to pay cash or stock and to receive
in turn certificates for shares of Common Stock upon the exercise of an option,
if the option so provides, the Committee may elect to require the option holder
to surrender the option to the Corporation for cancellation as to all or any
portion of the number of shares covered by the intended exercise and receive in
exchange for such surrender a payment, at the election of the Committee, in
cash, in shares of Common Stock or in a combination of cash and shares of Common
Stock, equivalent to the appreciated value of the shares covered by the option
surrendered for cancellation. Such appreciated value shall be the difference
between the option price of such shares (as adjusted pursuant to Section 10) and
the Fair Market Value of such shares, which shall for this purpose be determined
by the Committee taking into consideration all relevant factors, but which shall
not be less than the Fair Market Value of such shares on the date on which the
option holder's notice of exercise is received by the Corporation. Upon
delivery to the Corporation of a notice of exercise of option, the Committee may
avail itself of its right to require the option holder to surrender the option
to the Corporation for cancellation as to shares covered by such intended
exercise. The Committee's right of election shall expire, if not exercised, at
the close of business on the fifth business day following the delivery to the
Corporation of such notice. Should the Committee not exercise such right of
election, the delivery of the aforesaid notice of exercise shall constitute an
exercise by the option holder of the option to the extent therein set forth, and
payment for the shares covered by such exercise shall become due immediately.
(c) In the event that a Participant's services for the Corporation or one
of its subsidiaries shall cease and the termination of such individual's service
is for cause, the option shall automatically terminate upon first notification
to the option holder of such termination of services, unless the Committee
determines otherwise, and such option shall automatically terminate upon the
date of such termination of services for all shares which were not purchasable
upon such date. For purposes of this Section 7(c), "cause" is defined as a
determination by the Committee that the option holder (i) has committed a
felony, (ii) has engaged in an act or acts of deliberate and intentional
dishonesty resulting or intended to result directly or indirectly in improper
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material gain to or personal enrichment of the individual at the Corporation's
expense, or (iii) has willfully disobeyed the Corporation's appropriate rules,
instructions or orders, and such willful disobeyance has continued for a period
of 10 days following notice thereof from the Corporation.
In the event of the termination of the services of the holder of an option
because of Retirement, Early Retirement at the Corporation's request or
Disability, he may (unless such option shall have been previously terminated
pursuant to the provisions of the preceding paragraph or unless otherwise
provided in his option grant) exercise such option at any time prior to the
expiration of the option, (i) in the event of Disability or Retirement, to the
extent of the number of shares covered by such option, whether or not such
shares had become purchasable by him at the date of the termination of his
services and (ii) in the event of Early Retirement at the Corporation's request,
to the extent of the number of shares covered by such option at such time or
times as such option becomes purchasable by him in accordance with its terms.
In the event of the death of an individual to whom an option has been
granted under the Plan, while he is performing services for the Corporation or a
subsidiary, the option theretofore granted to him (unless his option shall have
been previously terminated pursuant to the provisions of this Section 7(c) or
unless otherwise provided in his option grant) may, subject to the limitations
described in Section 7(f), be exercised by his Designated Beneficiary, by his
legatee or legatees of the option under his last will, or by his personal
representatives or distributees, at any time within a period of one year after
his death, but not after the expiration of the option, to the extent of the
remaining shares covered by his option whether or not such shares had become
purchasable by such an individual at the date of his death. In the event of the
death of an individual (i) during the 30-day period following termination of his
services or (ii) following termination of his services by reason of Retirement,
Early Retirement at the Corporation's request or Disability, then the option (if
not previously terminated pursuant to the provisions of this Section 7(c)) may
be exercised during the one-year period following termination of his services or
during the remaining term of the option, respectively, but not after the
expiration of the option, by his Designated Beneficiary, by his legatee under
his last will, or by his personal representative or distributee, but only to the
extent of the number of shares purchasable by such Participant pursuant to the
provisions of Section 7(d) at the date of termination of his services.
In the event of the termination of the services of the holder of an option,
other than by reason of Retirement, Early Retirement at the Corporation's
request, Disability or death, he may (unless his option shall have been
previously terminated pursuant to
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the provisions of this Section 7(c) or unless otherwise provided in his option
grant) exercise his option at any time within 30 days after such termination or
such longer period as determined by the Committee, but not after the expiration
of the option, to the extent of the number of shares covered by his option which
were purchasable by him at the date of the termination of his services, and such
option shall automatically terminate upon the date of such termination of
services for all shares which were not purchasable upon such date.
(d) Notwithstanding the foregoing provisions, the Committee may determine,
in its sole discretion, in the case of any termination of services, that the
holder of an option may exercise such option to the extent of some or all of the
remaining shares covered thereby whether or not such shares had become
purchasable by such an individual at the date of the termination of his services
and may exercise such option at any time prior to the expiration of the original
term of the option. Options granted under the Plan shall not be affected by any
change of relationship with the Corporation so long as the holder continues to
be an employee, consultant or independent contractor of the Corporation or of a
subsidiary. The Committee, in its absolute discretion, may determine all
questions of whether particular leaves of absence constitute a termination of
services. Nothing in the Plan or in any option granted pursuant to the Plan
shall confer on any individual any right to continue in the employ or other
service of the Corporation or any other person or interfere in any way with the
right of the Corporation or any other person to terminate his employment or
other services at any time.
(e) The date of grant of an option pursuant to the Plan shall be the date
specified by the Committee at the time it grants such option, provided that such
date shall not be prior to the date of such action by the Committee and that the
price shall be determined in accordance with Section 7(a) on such date. The
Committee shall promptly notify a grantee of an award and a written option grant
shall promptly be duly executed and delivered by or on behalf of the
Corporation.
(f) Notwithstanding any contrary waiting period, installment period or
other limitation or restriction in any option agreement or in the Plan, in the
event of a Change in Control, each option outstanding under the Plan shall
thereupon become exercisable at any time during the remaining term of the
option, but not after the term of the option, to the extent of the number of
shares covered by the option, whether or not such shares had become purchasable
by the Participant thereunder immediately prior to such Change in Control, by
the holder of the option.
(g) Anything in the Plan to the contrary notwithstanding, during the 90-
day period from and after a Change in Control (x) an optionee (other than an
optionee who
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initiated a Change in Control in a capacity other than as an officer or a
Director of the Corporation) who is an officer or a Director of the Corporation
(within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder) with respect to an option that was granted
at least six months prior to the date of exercise pursuant to this sentence and
is unaccompanied by a stock appreciation right and (y) any other optionee who is
not an officer or a Director with respect to an option that is unaccompanied by
a stock appreciation right shall, unless the Committee shall determine otherwise
at the time of grant, have the right, in lieu of the payment of the full
purchase price of the shares of Common Stock being purchased under the option
and by giving written notice to the Corporation, to elect (within such 90-day
period) to surrender all or part of the option to the Corporation and to receive
in cash an amount equal to the amount by which the amount determined pursuant to
Section 7(h) hereof on the date of exercise (determined as if the optionee had
exercised a limited stock appreciation right on such date) shall exceed the
purchase price per share under the option multiplied by the number of shares of
Common Stock granted under the stock option as to which the right granted by
this sentence shall have been exercised. Such written notice shall specify the
optionee's election to purchase shares granted under the option or to receive
the cash payment referred to in the immediately preceding sentence.
(h) For the purpose of determining the amount payable under Section 7(g)
hereof, the fair market value of the Common Stock will be equal to the higher of
(a) the highest Fair Market Value of the Common Stock during the 90-day period
ending on the date the limited stock appreciation right is exercised and (b)
whichever of the following is applicable:
(1) the highest per share price paid in any tender or exchange offer
which is in effect at any time during the 90 calendar days preceding
the exercise of the limited right;
(2) the fixed or formula price for the acquisition of shares of
Common Stock in a merger or similar agreement approved by the
Corporation's shareholders or Board, if such price is determinable on
the date of exercise; and
(3) the highest price per share paid to any shareholder of the
Corporation in a transaction or group of transactions giving rise to
the exercisability of the limited right.
(i) Notwithstanding the foregoing provisions, the optionee's employment or
other contract with the Corporation may provide that upon termination of his
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employment or other services for other than cause or for "good reason" (as
defined in his contract), all stock options shall become immediately
exercisable.
8. Withholding Taxes
In connection with the transfer of shares of Common Stock as a result of
the exercise of an option, the Corporation (a) shall not issue a certificate for
such shares until it has received payment from the Participant of any
Withholding Tax in cash or by the retention or acceptance upon delivery thereof
by the Participant of shares of Common Stock sufficient in Fair Market Value to
cover the amount of such Withholding Tax and (b) shall have the right to retain
or sell without notice, or to demand surrender of, shares of Common Stock in
value sufficient to cover any Withholding Tax. The Corporation shall have the
right to withhold from any cash amounts due from the Corporation to the award
recipient pursuant to the Plan an amount equal to the Withholding Tax. In
either case, the Corporation shall make payment (or reimburse itself for payment
made) to the appropriate taxing authority of an amount in cash equal to the
amount of such Withholding Tax, remitting any balance to the Participant. For
purposes of this Section 8, the value of shares of Common Stock so retained or
surrendered shall be equal to the Fair Market Value of such shares on the date
that the amount of the Withholding Tax is to be determined (the "Tax Date"), and
the value of shares of Common Stock so sold shall be the actual net sale price
per share (after deduction of commissions) received by the Corporation.
Notwithstanding the foregoing, the Participant may elect, subject to
approval by the Committee, to satisfy the obligation to pay any Withholding Tax,
in whole or in part, by providing the Corporation with funds sufficient to
enable the Corporation to pay such Withholding Tax or by having the Corporation
retain or accept upon delivery thereof by the Participant shares of Common Stock
sufficient in Fair Market Value to cover the amount of such Withholding Tax.
Each election by a Participant to have shares retained or to deliver shares for
this purpose must be in writing and made on or prior to the Tax Date.
9. Transferability and Ownership Rights of Options
No option granted under the Plan shall be transferable otherwise than
pursuant to the designation of a Designated Beneficiary or by will, descent or
distribution, and an option may be exercised, during the lifetime of the holder
thereof, only by him. The holder of an option shall have none of the rights of
a shareholder until the shares subject thereto shall have been registered in the
name of such holder on the transfer books of the Corporation.
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10. Adjustments Upon Changes in Capitalization
Except as otherwise provided in Section 7(f), in the event of any changes
in the outstanding stock of the Corporation by reason of stock dividends, stock
splits, recapitalizations, mergers, consolidations, combinations or exchanges of
shares, split-ups, split-offs, spin-offs, liquidations or other similar changes
in capitalization, or any distribution to shareholders other than cash
dividends, the Committee shall make such adjustments, if any, in light of the
change or distribution as the Committee in its sole discretion shall determine
to be appropriate, in the number and class of shares or rights subject to
options and the exercise prices of the options. In the event of any such change
in the outstanding Common Stock of the Corporation, the aggregate number and
class of shares available under the Plan and the maximum number of shares as to
which options may be granted shall be appropriately adjusted by the Committee.
11. Amendment and Termination
Unless the Plan shall theretofore have been terminated as hereinafter
provided, the Plan shall terminate on, and no grants of options shall be made
after, December 11, 2008; provided, however, that such termination shall have no
effect on grants of options made prior thereto. The Board of Directors of the
Corporation may terminate the Plan, or modify or amend the Plan in such respects
as it shall deem advisable in order to conform to any change in any law or
regulation applicable thereto, or in other respects. The amendment or
termination of the Plan shall not, without the consent of the recipient of any
award under the Plan, alter or impair any rights or obligations under any award
theretofore granted under the Plan.
12. Effectiveness of the Plan
The Plan shall become effective on December 11, 1998. The Committee may in
its discretion authorize the granting of options, the issuance or exercise of
which shall be expressly subject to the condition that a registration statement
under the Securities Act of 1933, as amended, with respect to such shares shall
have become effective.
Adopted by the Board on December 11, 1998. Plan amended and restated by
the Board on May 6, 1999 and July 27, 2000.
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PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
SUMMARY PAGE
<TABLE>
<CAPTION>
Date of Board Action Section/Effect of Date of
Action Amendment Shareholder
Approval
<S> <C> <C> <C>
December 11, 1998 Initial Plan Not required
Adoption
May 6, 1999 Amendment and Not required
Restatement of Plan
July 27, 2000 Amendment and Increase shares by Not required
Restatement of Plan 400,000
</TABLE>
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