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EXHIBIT 10.1
IMS HEALTH INCORPORATED
2000 STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to aid the Company and its Subsidiaries
in securing and retaining employees of outstanding ability (other than
executive officers) and to motivate such employees to exert their best
efforts on behalf of the Company and its Subsidiaries by providing
incentives through the granting of Awards. The Company expects that it
will benefit from the added interest which such employees will have in the
welfare of the Company as a result of their proprietary interest in the
Company's success.
2. DEFINITIONS
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) ACT: The Securities Exchange Act of 1934, as amended, or any
successor thereto.
(b) AWARD: An Option, Stock Appreciation Right or Other Stock-Based
Award granted pursuant to the Plan.
(c) BENEFICIAL OWNER: As such term is defined in Rule 13d-3 under the
Act (or any successor rule thereto).
(d) BOARD: The Board of Directors of the Company.
(e) CHANGE IN CONTROL: The occurrence of any of the following events
after the Effective Date:
(i) any Person (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, or any company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company), becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the
Company's then-outstanding securities;
(ii) during any period of twenty-four months (not including any
period prior to the Effective Date), individuals who at the
beginning of such period constitute the Board, and any new director
(other than (A) a director nominated by a Person who has entered
into an agreement with the Company to effect a transaction described
in Sections 2(e) (i), (iii) or (iv) of the Plan, (B) a director
nominated by any Person (including the Company) who publicly
announces an intention to take or to consider taking actions
(including, but not limited to, an actual or threatened proxy
contest) which if consummated would constitute a Change in Control
or (C) a director nominated by any Person who is the Beneficial
Owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the
Company's securities) whose election by the Board or nomination for
election by the Company's stockholders was approved in advance by a
vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or
whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority
thereof;
(iii) the stockholders of the Company approve any transaction or
series of transactions under which the Company is merged or
consolidated with any other company, other than a merger or
consolidation (A) which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
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converted into voting securities of the surviving entity) more than
66 2/3% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation and (B) after which no Person holds 20% or
more of the combined voting power of the then-outstanding securities
of the Company or such surviving entity;
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets; or
(v) the Board determines that a Change in Control shall be deemed to
have occurred for purposes of the Plan, provided that the Board may
impose limitations on the effects of a Change in Control on any
Award or otherwise if the Change in Control has occurred under this
Section 2(e)(v) and not under other subsections of this Section
2(e).
(f) CODE: The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(g) COMMITTEE: The Compensation and Benefits Committee of the Board. The
full Board may perform any function of the Committee hereunder, in which
case the term "Committee" shall refer to the Board.
(h) COMPANY: IMS Health Incorporated, a Delaware corporation.
(i) DISABILITY: Inability of a Participant to perform the services for
the Company and its Subsidiaries required by his or her employment with
the Company due to any medically determinable physical and/or mental
incapacity or disability which is permanent. The determination whether a
Participant has suffered a Disability shall be made by the Committee based
upon such evidence as it deems necessary and appropriate. A Participant
shall not be considered to have a Disability unless he or she furnishes
such medical or other evidence of the existence of the Disability as the
Committee, in its sole discretion, may require.
(j) EFFECTIVE DATE: The date on which the Plan takes effect, as defined
pursuant to Section 19 of the Plan.
(k) FAIR MARKET VALUE: With respect to Shares, unless otherwise
determined by the Committee, on a given date, the arithmetic mean of the
high and low prices of the Shares as reported on such date on the
Composite Tape of the principal national securities exchange on which such
Shares are listed or admitted to trading, or, if no Composite Tape exists
for such national securities exchange on such date, then on the principal
national securities exchange on which such Shares are listed or admitted
to trading, or, if the Shares are not listed or admitted on a national
securities exchange, the arithmetic mean of the per Share closing bid
price and per Share closing asked price on such date as quoted on the
Nasdaq System (or such market in which such prices are regularly quoted),
or, if there is no market on which the Shares are regularly quoted, the
Fair Market Value shall be the value established by the Committee in good
faith. If no sale of Shares shall have been reported on such Composite
Tape or such national securities exchange on such date or quoted on the
Nasdaq System on such date, then the immediately preceding date on which
sales of the Shares have been so reported or quoted shall be used.
(l) LSAR: A limited stock appreciation right granted pursuant to Section
7(d) of the Plan.
(m) OTHER STOCK-BASED AWARDS: Awards granted pursuant to Section 8 of
the Plan, including restricted Shares, restricted Share units, Share
purchase rights and deferred stock.
(n) OPTION: A stock option granted pursuant to Section 6 of the Plan.
(o) OPTION PRICE: The purchase price per Share of an Option, as
determined pursuant to Section 6(a) of the Plan.
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(p) PARTICIPANT: An individual who is selected by the Committee to
participate in the Plan pursuant to Section 5 of the Plan.
(q) PERSON: As such term is used for purposes of Section 13(d) or 14(d)
of the Act (or any successor section thereto).
(r) PLAN: The IMS Health Incorporated 2000 Stock Incentive Plan.
(s) RETIREMENT: Termination of employment with the Company or a
Subsidiary after such Participant has attained age 65 or age 55 and five
years of service with the Company, other than a termination by the Company
or a subsidiary for cause. The foregoing notwithstanding, the Committee
may modify this definition with respect to any Award agreement (subject to
Section 13(b)) or determine in its discretion that any other termination
shall be deemed a Retirement for purposes of the Plan.
(t) SHARES: Shares of common stock, par value $0.01 per Share, of the
Company.
(u) STOCK APPRECIATION RIGHT: A stock appreciation right granted
pursuant to Section 7 of the Plan.
(v) SUBSIDIARY: A subsidiary corporation, as defined in Section 424(f)
of the Code (or any successor section thereto).
3. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 9(a), the total number
of Shares which may be issued and/or delivered under the Plan is
18,000,000. The Shares may consist, in whole or in part, of authorized and
unissued Shares or treasury Shares. Shares subject to an Award under the
Plan that is canceled, expired, forfeited, settled in cash, or otherwise
terminated without a delivery of Shares to the Participant, including the
number of Shares withheld or surrendered in payment of any exercise or
purchase price of an Award or taxes relating to an Award, will become
available for Awards under the Plan. In addition, in the case of any Award
granted in substitution for awards of a company or business acquired by
the Company or a Subsidiary, Shares issued or issuable in connection with
such substitute Award shall not be counted against the number of Shares
reserved under the Plan, but shall be deemed to be available under the
Plan by virtue of the Company's assumption of the plan or arrangement of
the acquired company or business.
4. ADMINISTRATION
(a) AUTHORITY OF THE COMMITTEE. The Plan shall be administered by the
Committee, which may delegate its duties and powers in whole or in part to
any subcommittee thereof consisting of at least two individuals. The
Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any
other determinations that it deems necessary or desirable for the
administration of the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan in the manner and
to the extent the Committee deems necessary or desirable. Any decision of
the Committee in the interpretation and administration of the Plan, as
described herein, shall lie within its sole and absolute discretion and
shall be final, conclusive and binding on all parties concerned
(including, but not limited to, Participants and their beneficiaries or
successors). The Committee may, in its discretion, grant Awards either
alone or in addition to, in tandem with, or in substitution or exchange
for, any other Award or any award granted under another plan of the
Company, any subsidiary, or any business entity to be acquired by the
Company or a subsidiary, or any other right of a Participant to receive
payment from the Company or any subsidiary.
(b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. The Committee may
delegate to officers or managers of the Company or any Subsidiary or
affiliate, or committees thereof, the authority, subject to such terms as
the Committee shall determine, to perform such functions, including
administrative functions, as the Committee may determine. In furtherance
of this delegation, if the chief executive officer of the Company is a
member of the Board, the chief executive officer, or his or her designee,
shall have the authority to grant Awards of up to an aggregate of 50,000
Shares (or such other amount as may be specified by the Board or
Committee) in each calendar year to each Participant who is not then
subject to Section 16 of the
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Act in respect of the Company; PROVIDED, HOWEVER, that such chief
executive officer shall notify the Committee of any such grants made
pursuant to the delegated authority under this Section 4(b).
(c) LIMITATION ON REPRICING. Without the prior approval of the Company's
stockholders, Awards will not be modified in a transaction that
constitutes "repricing" within the meaning of Interpretation 44 under APB
25.
5. ELIGIBILITY
Employees of the Company and its Subsidiaries, excluding any
executive officer of the Company (meaning any "officer" as defined in Rule
16a-1(f) under the Act) and excluding any employee who is a director of
the Company, are eligible to be granted Awards. In addition, any person
who has been offered employment by the Company or a Subsidiary is eligible
to be granted Awards if he or she would be eligible upon commencement of
such employment, provided that no such person may receive any payment or
exercise any right relating to an Award until such person has commenced
such employment. Persons other than those specified in this Section 5 are
not eligible for Awards. Participants shall be selected from time to time
by the Committee, in its sole discretion, from among those eligible, and
the Committee shall determine, in its sole discretion, the number of
Shares to be covered by the Awards granted to each Participant.
6. TERMS AND CONDITIONS OF OPTIONS
The Committee has the responsibility to determine the terms and
conditions of each option granted under the Plan. The options shall be
non-qualified stock options and their terms and conditions shall be set
forth in a written agreement between the Participant and IMS HEALTH. Stock
options granted under the Plan are subject to the foregoing and following
terms and conditions in this Plan, as well as those in the Prospectus and
any Award agreement, and to any other terms and conditions that the
Committee may determine:
(a) OPTION PRICE. The Option Price per Share shall be determined by the
Committee but shall not be less than 100% of the Fair Market Value of the
Shares on the date an Option is granted. The Committee may require the
Participant to pay a portion of the Option Price at the time of grant of
the option, with the remainder of the Option Price payable upon exercise
of the Option. Such prepayment of the Option Price shall be non-refundable
except to the extent set forth in a Participant's original option
agreement or as otherwise determined by the Committee.
(b) EXERCISABILITY. Options granted under the Plan shall be exercisable
at such time and upon such terms and conditions as may be determined by
the Committee, but, with the exception of certain non-US jurisdictions, in
no event shall an Option be exercisable more than ten years after the date
it is granted.
(c) EXERCISE OF OPTIONS. Except as otherwise provided in the Plan or in
an Award agreement, an Option may be exercised for all, or from time to
time any part, of the Shares for which it is then exercisable. For
purposes of Section 6 of the Plan, the exercise date of an Option shall be
the later of the date a notice of exercise is received by the Company and,
if applicable, (A) the date payment is received by the Company pursuant to
clauses (i), (ii) or (iii) in the following sentence, or (B) the date of
sale by a broker of all or a portion of the Shares being purchased
pursuant to clause (iv) in the following sentence. Unless otherwise
determined by the Committee, the Option Price for the Shares as to which
an Option is exercised shall be paid to the Company in full not later than
the time of exercise at the election of the Participant (i) in cash, (ii)
in Shares having a Fair Market Value equal to the aggregate unpaid Option
Price for the Shares being purchased and satisfying such other
requirements as may be imposed by the Committee, (iii) partly in cash and
partly in such Shares, or (iv) through the delivery of irrevocable
instructions to a broker to deliver promptly to the Company an amount
equal to the aggregate Option Price for the Shares being purchased. Unless
otherwise provided by the Committee, the Participant may elect, subject to
such terms and conditions as the Committee shall determine, to have the
number of Shares deliverable to the Participant as a result of the
exercise reduced by a number sufficient to pay the amount the Company
determines to be necessary to withhold for federal, state, local or other
taxes as a result of the exercise of the Option. No Participant shall have
any rights to dividends or other rights of a stockholder
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with respect to Shares subject to an Option until the Participant has
given written notice of exercise of the Option, paid in full for such
Shares and, if applicable, has satisfied any other conditions imposed by
the Committee pursuant to the Plan.
(d) RESTRICTIONS ON SHARES ISSUED UPON EXERCISE; OTHER CONDITIONS. If
and to the extent so determined by the Committee, Shares issued upon
exercise of an Option may be subject to limitations on transferability,
risks of forfeiture, deferral of delivery, or such other terms and
conditions as the Committee may impose, subject to Section 13(b). Such
terms and conditions may include required forfeiture of Options or gains
realized upon exercise thereof, for a specified period after exercise, in
the event the Participant fails to comply with conditions relating to
non-competition, non-disclosure, non-solicitation or non-interference with
employees, suppliers, or customers, and non-disparagement and other
conditions specified by the Committee.
(e) EXERCISABILITY UPON TERMINATION OF EMPLOYMENT BY DEATH OR
DISABILITY. Except as otherwise provided by the Committee (subject to
Section 13(b)), if a Participant's employment with the Company and its
Subsidiaries terminates by reason of death or Disability after the date of
grant of an Option, (i) the unexercised portion of such Option shall
immediately vest in full (i.e., become non-forfeitable) and (ii) such
portion may thereafter be exercised during the shorter of (A) the
remaining stated term of the Option or (B) five years after the date of
death or Disability.
(f) EXERCISABILITY UPON TERMINATION OF EMPLOYMENT BY RETIREMENT. Except
as otherwise provided by the Committee (subject to Section 13(b)), if a
Participant's employment with the Company and its Subsidiaries terminates
by reason of Retirement after the date of grant of an Option, the
Participant's unexercised Option may thereafter be exercised only during
the period ending at the earlier of five years after such Retirement or
the stated expiration date of such Option (the "Post-Retirement Exercise
Period"), provided that such Option shall be exercisable during such
Post-Retirement Exercise Period only to the extent such Option was
exercisable at the time of such Retirement. Further PROVIDED, HOWEVER,
that if a Participant dies within a period of five years after such
termination of employment, an unexercised Option (to the extent not
previously forfeited) may thereafter be exercised, during the shorter of
(i) the remaining stated term of the Option or (ii) the period that is the
longer of (A) five years after the date of such termination of employment
or (B) one year after the date of death. The foregoing notwithstanding,
the Committee may, in its sole discretion, vary these terms (subject to
Section 13(b)), including but not limited to by accelerating the vesting
of the unvested portion of such Option held by a Participant upon such
Participant's Retirement, so that the Option shall not be forfeited but
shall thereafter become exercisable to the extent and at such times as
such portion of the Option would have become both vested and exercisable
during the Post-Retirement Exercise Period had the Participant's
employment not been terminated;
(g) EFFECT OF OTHER TERMINATION OF EMPLOYMENT. Except as otherwise
provided by the Committee (subject to Section 13(b)), if a Participant's
employment with the Company and its Subsidiaries terminates for any reason
other than death, Disability or Retirement after the date of grant of an
Option as described above, the Participant's unexercised Option may
thereafter be exercised during the period ending 90 days after the date of
such termination of employment, but only to the extent such Option was
exercisable at the time of such termination of employment, and in no event
may such Option be exercised after its stated expiration date.
7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
(a) GRANTS. The Committee may grant (i) a Stock Appreciation Right
independent of an Option or (ii) a Stock Appreciation Right in connection
with an Option, or a portion thereof. A Stock Appreciation Right granted
pursuant to clause (ii) of the preceding sentence (A) 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) shall cover the same
Shares covered by an Option (or such lesser number of Shares as the
Committee may determine) and (C) shall be subject to the same terms and
conditions as such Option except for such additional limitations as are
contemplated by this Section 7 (or such additional limitations as may be
included in an Award agreement).
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(b) TERMS. The exercise price per Share of a Stock Appreciation Right
shall be an amount determined by the Committee but in no event shall such
amount be less than the greater of (i) the Fair Market Value of a Share on
the date the Stock Appreciation Right is granted or, in the case of a
Stock Appreciation Right granted in conjunction with an Option, or a
portion thereof, the Option Price of the related Option and (ii) an amount
permitted by applicable laws, rules, by-laws or policies of regulatory
authorities or stock exchanges. Each Stock Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to an
amount equal to (i) the excess of (A) the Fair Market Value on the
exercise date of one Share over (B) the exercise price per Share, times
(ii) the number of Shares covered by the Stock Appreciation Right. Each
Stock Appreciation Right granted in conjunction with an Option, or a
portion thereof, shall entitle a Participant to surrender to the Company
the unexercised Option, or any portion thereof, and to receive from the
Company in exchange therefor an amount equal to (i) the excess of (A) the
Fair Market Value on the exercise date of one Share over (B) the Option
Price per Share, times (ii) the number of Shares covered by the Option, or
portion thereof, which is surrendered. The date a notice of exercise is
received by the Company shall be the exercise date. Payment shall be made
in Shares or in cash, or partly in Shares and partly in cash, valued at
such Fair Market Value, all as shall be determined by the Committee. Stock
Appreciation Rights may be exercised from time to time upon actual receipt
by the Company of written notice of exercise stating the number of Shares
subject to an exercisable Option with respect to which the Stock
Appreciation Right is being exercised. No fractional Shares will be issued
in payment for Stock Appreciation Rights, but instead cash will be paid
for a fraction or, if the Committee should so determine, the number of
Shares will be rounded downward to the next whole Share.
(c) LIMITATIONS. The Committee may impose, in its discretion, such
conditions upon the exercisability or transferability of Stock
Appreciation Rights as it may deem fit.
(d) LIMITED STOCK APPRECIATION RIGHTS. The Committee may grant LSARs
that are exercisable upon the occurrence of specified contingent events.
Such LSARs may provide for a different method of determining appreciation,
may specify that payment will be made only in cash and may provide that
any related Awards are not exercisable while such LSARs are exercisable.
Unless the context otherwise requires, whenever the term "Stock
Appreciation Right" is used in the Plan, such term shall include LSARs.
8. OTHER STOCK-BASED AWARDS
The Committee may grant Awards of Shares, Awards of restricted
Shares and restricted Share units, and Awards that are valued in whole or
in part by reference to, or are otherwise based on, Shares or factors
which influence the value of Shares, including Share purchase rights
("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in
such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive one or more
Shares (or the equivalent cash value of such Shares) as an outright bonus
or upon the completion of a specified period of service, the occurrence of
an event and/or the attainment of performance objectives. Other
Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan, but need not otherwise comply with the
restrictions applicable under Sections 6 and 7 to Other Awards. The
Committee shall determine to whom and when Other Stock-Based Awards will
be made, the number of Shares to be awarded under (or otherwise related
to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
shall be settled in cash, Shares or a combination of cash and Shares; and
all other terms and conditions of such Awards (including, without
limitation, the vesting provisions thereof). Cash awards, as an element of
or supplement to any other Award under the Plan, may also be granted
pursuant to this Section 8. In addition, the Committee is authorized to
grant dividend equivalents to a Participant, entitling the Participant to
receive cash, Shares, other Awards, or other property equal in value to
dividends paid with respect to a specified number of Shares, or other
periodic payments. Dividend equivalents may be awarded on a free-standing
basis or in connection with another Award. The Committee may provide that
dividend equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Shares, Awards, or other
investment vehicles, subject to such restrictions on transferability and
risks of forfeiture as the Committee may specify.
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9. ADJUSTMENTS UPON CERTAIN EVENTS; CHANGE IN CONTROL
Notwithstanding any other provisions in the Plan to the contrary,
the following provisions shall apply to all Awards granted under the Plan:
(a) GENERALLY. In the event of any change in the outstanding Shares
after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off,
combination or exchange of Shares or other corporate exchange, or any
large, special, and non-recurring distribution to Stockholders, the
Committee in its sole discretion and without liability to any person may
make such substitution or adjustment, if any, as it deems to be equitable,
as to (i) the number or kind of Shares or other securities issued or
reserved for issuance pursuant to the Plan or pursuant to outstanding
Awards, (ii) the Option Price, and/or (iii) any other affected terms of
such Awards (including making provision for the payment of cash, other
Awards or other property in respect of any outstanding Award). In
addition, the Committee is authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, events
described in the preceding sentence, as well as acquisitions and
dispositions of businesses and assets) affecting the Company, any
subsidiary or any business unit, or the financial statements of the
Company or any subsidiary, or in response to changes in applicable laws,
regulations, accounting principles, tax rates and regulations or business
conditions or in view of the Committee's assessment of the business
strategy of the Company, any subsidiary or business unit thereof,
performance of comparable organizations, economic and business conditions,
personal performance of a Participant, and any other circumstances deemed
relevant.
(b) CHANGE IN CONTROL. The Committee may, in its sole discretion and
without liability to any person (but subject to Section 13(b)), determine
that, in the event of a Change in Control, an Award shall be subject to
such terms and conditions as the Committee may specify in the Award
agreement or other agreement or document, which terms and conditions may
include, without limitation, (i) the acceleration of an Award, (ii) the
payment of a cash amount in exchange for the cancellation of an Award
and/or (iii) the requiring of the issuance of substitute Awards that will
substantially preserve the value, rights and benefits of any affected
Awards previously granted hereunder.
10. NO RIGHT TO EMPLOYMENT
The granting of an Award under the Plan shall impose no obligation
on the Company or any Subsidiary to continue the employment of a
Participant and shall not lessen or affect the Company's or Subsidiary's
right to terminate the employment of such Participant.
11. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, the estate of
such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Participant's creditors.
12. NONTRANSFERABILITY OF AWARDS
An Award shall not be transferable or assignable by the Participant
otherwise than by will or by the laws of descent and distribution. During
the lifetime of a Participant, an Award shall be exercisable only by such
Participant. An Award exercisable after the death of a Participant may be
exercised by the legatees, personal representatives or distributees of the
Participant. Notwithstanding anything to the contrary herein, the
Committee, in its sole discretion, shall have the authority to waive this
Section 12 (or any part thereof) to the extent that this Section 12 (or
any part thereof) is not required under the rules promulgated under any
law, rule or regulation applicable to the Company.
13. AMENDMENTS OR TERMINATION
(a) CHANGES TO THE PLAN. The Board may amend, alter or discontinue the
Plan, except that (i) without the consent of a Participant, no amendment
or alteration shall materially impair any of the Participant's rights
under an Award theretofore granted to such Participant; and (ii) the
Committee may amend or alter
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the Plan in such manner as it deems necessary to permit the granting of
Awards meeting requirements of the Code or other applicable laws.
Notwithstanding anything to the contrary herein, the Board may not amend,
alter or discontinue the provisions relating to Section 9(b) of the Plan
after the occurrence of a Change in Control without the consent of any
affected Participant.
(b) CHANGES TO OUTSTANDING AWARDS. The Committee may waive any
conditions or rights under, or amend, alter, suspend, discontinue, or
terminate any Award theretofore granted and any Award agreement relating
thereto, except as otherwise provided in the Plan and except that the
Committee may not amend or alter an Award theretofore granted if such
action would result in an Award having terms that would not have been
authorized or permitted for a new grant or Award under the Plan; provided
that, without the consent of an affected Participant, no such Committee
action may materially and adversely affect the rights of such Participant
under such Award. Other provisions of the Plan notwithstanding, if any
right under this Plan would cause a transaction to be ineligible for
pooling of interest accounting that would, but for the right hereunder, be
eligible for such accounting treatment, the Committee may modify or adjust
the right so that pooling of interest accounting shall be available,
including the substitution of Shares having a Fair Market Value equal to
the cash otherwise payable hereunder for the right which caused the
transaction to be ineligible for pooling of interest accounting.
14. INTERNATIONAL PARTICIPANTS
With respect to Participants who reside or work outside the United
States of America, the Committee may, in its sole discretion, amend the
terms of the Plan or Awards with respect to such Participants in order to
conform such terms with local laws, regulations, or customs or otherwise
to meet the objectives of the Plan, and may, where appropriate, establish
one or more sub-plans to reflect such amended provisions. Stock options or
Other Stock-Based Awards are not part of normal compensation for purposes
of calculating any severance, resignation, redundancy, end of service
payments, bonuses, long service awards, pension or retirement benefits or
similar payments.
15. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board nor any submission of
the Plan, specific Plan terms, or amendments thereto to a vote of
stockholders of the Company shall be construed as creating any limitations
on the power of the Board to adopt such other compensatory arrangements as
it may deem desirable, including, without limitation, the granting of
awards otherwise than under the Plan, and such other arrangements may be
either applicable generally or only in specific cases.
16. TAX WITHHOLDING.
The Committee shall require payment of any amount it may determine
to be necessary to withhold for statutory withholding requirements for
federal, state, local or other taxes as a result of the exercise or
settlement of an Award. Unless the Committee specifies otherwise, the
Participant may elect to pay a portion or all of such withholding taxes by
(a) delivery in Shares or (b) having Shares withheld by the Company from
any Shares that would have otherwise been received by the Participant.
17. COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS.
The Company may, to the extent deemed necessary or advisable by the
Committee, postpone the issuance or delivery of Shares or payment of other
amounts relating to an Award until completion of such registration or
qualification of such Shares or other required action under any federal,
state, local or other law, rule or regulation, listing or other required
action with respect to any stock exchange or automated quotation system
upon which the Shares or other securities of the Company are listed or
quoted, or compliance with any other obligation of the Company, as the
Committee may consider appropriate, and may require any Participant to
make such representations, furnish such information and comply with or be
subject to such other conditions as it may consider appropriate in
connection with the issuance or delivery of Shares or payment of other
benefits in compliance with applicable laws, rules, and regulations,
listing requirements, or other obligations.
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<PAGE>
18. CHOICE OF LAW
The Plan shall be governed by and construed in accordance with the
laws of the State of New York.
19. EFFECTIVENESS OF THE PLAN AND TERMINATION OF PLAN
The Plan shall be effective as of July 25, 2000. The Plan shall
terminate at such time as no Shares remain available for issuance
hereunder and the Company has no remaining obligations with respect to
outstanding Awards hereunder.
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