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Exhibit 10(o)
Amendments dated April 24, 2000 to the Non-Employee Directors 2000 Stock Option
Plan.
The following sections of the Non-Employee Directors 2000 Stock Option Plan, are
amended and restated to read in their entirety as follows with respect to all
currently outstanding and future option grants under such plan:
(1) Section 9. Adjustments
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend (including without limitation, stock
dividends consisting of securities other than the Stock), distribution
(other than regular cash dividends), stock split, reverse stock split,
separation, spin-off, split-off or other distribution of stock or property
of the Company, or other change in the corporate structure or
capitalization, the number and kind of shares or other property that may be
granted in the aggregate and to individual Directors under the Plan, the
number and the kind of shares or other property subject to each outstanding
Stock Option, and the option prices under outstanding Stock Options, shall
be adjusted automatically to prevent dilution or enlargement of rights, and
the Board shall cause such automatic adjustment to be given effect.
(2) Section 2 (d)
''Change in Control'' means:
(1) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
25% or more of either (A) the then-outstanding shares of common stock of
the Company (the "Outstanding Company Common Stock") or (B) the combined
voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that, for purposes of this
Section 2(d), the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, or (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or
any affiliated company, (iv) any acquisition by any corporation pursuant to
a transaction that complies with Sections 2(d)(3)(A), 2(d)(3)(B) and
2(d)(3)(C), or (v) any acquisition that the Board determines, in good
faith, was inadvertent, if the acquiring Person divests as promptly as
practicable a sufficient amount of the Outstanding Company Common Stock
and/or the Outstanding Company Voting Securities, as applicable, to reverse
such acquisition of 25% or more thereof.
(2) Individuals who, as of April 24, 2000, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to April 24, 2000 whose election, or nomination for election as
a director by the Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the
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election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board.
(3) Consummation of a reorganization, merger, consolidation or sale or
other disposition of all or substantially all of the assets of the Company
(a "Business Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities
that were the beneficial owners of the Outstanding Company Common Stock and
the Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than
60% of the then-outstanding shares of common stock and the combined voting
power of the then-outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such transaction, owns the Company or all
or substantially all of the Company's assets either directly or through one
or more subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as the
case may be, (B) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 25% or more of, respectively,
the then-outstanding shares of common stock of the corporation resulting
from such Business Combination or the combined voting power of the then-
outstanding voting securities of such corporation, except to the extent
that such ownership existed prior to the Business Combination, and (C) at
least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement or of
the action of the Board providing for such Business Combination; or
(4) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
