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EXHIBIT 99.1
PUGET ENERGY, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated as of July 1, 1997)
SECTION 1. PURPOSE
The purpose of the Puget Energy, Inc. Employee Stock Purchase Plan (the
"Plan") are to (a) assist employees of Puget Energy, Inc., a Washington
corporation (the "Company"), and its subsidiary corporations in acquiring a
stock ownership interest in the Company pursuant to a plan that is intended to
qualify as an "employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"), and (b) help employees provide
for their future security and encourage them to remain in the employ of the
Company and its subsidiary corporations. Stock purchased under the Plan may be
paid for either in cash or by regular payroll deductions. Only employees of the
Company and its designated subsidiary corporations are eligible to participate
in the Plan, and participation is voluntary.
SECTION 2. DEFINITIONS
For purposes of the Plan, the following terms shall be defined as set forth
below.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended. "Committee"
means the Company's Compensation and Retirement Committee or another committee
appointed by the Board and given authority by the Board to administer the Plan.
"Company" means Puget Energy, Inc., a Washington corporation.
"Eligible Compensation" means all regular cash compensation, including
overtime; provided that in the case of commissions and cash bonuses, cash
compensation will also include an amount equal to the average of a Participant's
commissions and cash bonuses in the Participant's payroll period during the six
months preceding the current Offering Period. Regular cash compensation does
not include severance pay, hiring and relocation bonuses, pay in lieu of
vacations, sick leave or any other special payments.
"Eligible Employee" means any employee of the Company or any Subsidiary
Corporation designated by the Board or the Committee (a "Designated Subsidiary")
who is in the employ of the Company (or any Designated Subsidiary) on one or
more Offering Dates and who meets the following criteria:
(a) the employee does not, immediately after the Option is granted, own
stock (as defined by the Code) possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company or of a Designated
Subsidiary of the Company;
(b) the employee's customary employment is for more than 20 hours per
week; and
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(c) the employee's customary employment is for more than five months in
any calendar year. If the Company permits any employee of a Designated
Subsidiary to participate in the Plan, then all employees of that Designated
Subsidiary who meet the requirements of this paragraph shall also be considered
Eligible Employees.
"Enrollment Period" has the meaning set forth in Section 6.1.
"ESPP Broker" has the meaning set forth in Section 10.
"Offering" has the meaning set forth in Section 5.1.
"Offering Date" means the first day of an Offering.
"Offering Period" has the meaning set forth in Section 5.1.
"Option" means an option granted under the Plan to an Eligible Employee to
purchase shares of Stock.
"Participant" means any Eligible Employee who has elected to participate in
an Offering in accordance with the procedures set forth in Section 6.1 and who
has not withdrawn from the Offering or whose participation in the Offering is
not terminated.
"Plan" means the Puget Energy, Inc. Employee Stock Purchase Plan.
"Plan Administrator" has the meaning set forth in means the Company's
Treasurer or another Company officer designated by the Board or the Committee to
administer the Plan under Section 3.1.
"Purchase Date" means the last day of each Purchase Period. "Purchase
Period" has the meaning set forth in Section 5.2.
"Purchase Price" has the meaning set forth in Section 8.
"Stock" means the Common Stock, par value $.01 per share, of the Company.
"Subscription" has the meaning set forth in Section 6.1.
"Subscription Date" has the meaning set forth in Section 6.1.
"Subsidiary Corporation" means any corporation, other than the Company, in
an unbroken chain of corporations beginning with the Company if, at the time of
the granting of the Option, each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
"Trust" and "Trustee" have the meanings set forth in Section 9.4.
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SECTION 3. ADMINISTRATION
3.1 Plan Administrator
The Plan shall be administered by the Board or the Committee and, if and to
the extent the Board or the Committee designates an executive officer of the
Company to administer the Plan, by such executive officer.
3.2 Administration and Interpretation by the Plan Administrator
Subject to the provisions of the Plan, the Plan Administrator shall have
exclusive authority, in its discretion, to determine all matters relating to
Options granted under the Plan, including all terms, conditions, restrictions
and limitations of Options; provided, however, that all Participants granted
Options pursuant to the Plan shall have the same rights and privileges within
the meaning of the Code. The Plan Administrator shall also have exclusive
authority to interpret the Plan and may from time to time adopt, and change,
rules and regulations of general application for the Plan's administration. The
Plan Administrator's interpretation of the Plan and its rules and regulations,
and all actions taken and determinations made by the Plan Administrator pursuant
to the Plan, unless revised by the Board or the Committee, shall be conclusive
and binding on all parties involved or affected. The Plan Administrator may
delegate administrative duties to such of the Company's other officers or
employees as the Plan Administrator so determines.
SECTION 4. STOCK SUBJECT TO PLAN
Subject to adjustment from time to time as provided in Section 19, a
maximum of 500,000 shares of Stock may be sold under the Plan. Shares sold under
the Plan shall be drawn from authorized and unissued shares or shall be shares
acquired by the Company or the Trustee of the Trust. Any shares of Stock that
have been made subject to an Option that cease to be subject to the Option
(other than by reason of exercise of the Option), including, without limitation,
in connection with the cancellation or termination of the Option, shall again be
available for sale in connection with future grants of Options under the Plan.
SECTION 5. OFFERING DATES
5.1 Offering Periods
The Plan shall be implemented by a series of offerings (each, an
"Offering"). Except as otherwise set forth below, Offerings shall commence on
July 1 and January 1 of each year and end on the next December 31 and June 30,
respectively, occurring thereafter. Notwithstanding the foregoing, the Board or
the Committee may establish (a) a different term for one or more Offerings and
(b) different commencing and ending dates for such Offerings; provided, however,
that an Offering Period (the "Offering Period") may not exceed five years; and
provided further that if the Purchase Price may be less than 85% of the fair
market value of the Stock on the Purchase Date, the Offering Period may not
exceed 27 months. An employee who becomes eligible to participate in the Plan
after an Offering Period has commenced shall not be eligible to participate in
such Offering but may participate in any subsequent Offering, provided that such
employee is still an Eligible Employee as of the commencement of any such
subsequent Offering. Eligible Employees may not participate in more than one
Offering at a time. In the event the first or the last day of an Offering Period
is not a regular business day, then the first day of the Offering Period shall
be deemed to be
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the next regular business day and the last day of the Offering Period shall be
deemed to be the last preceding regular business day.
5.2 Purchase Periods
Each Offering Period shall consist of one or more consecutive purchase
periods (each, a "Purchase Period"). Except as otherwise set forth below,
Purchase Periods shall commence on July 1 and January 1 of each year and end on
the next December 31 and June 30, respectively, occurring thereafter.
Notwithstanding the foregoing, the Board or the Committee may establish (a)
different terms for one or more Purchase Periods within an Offering Period and
(b) different commencing dates and Purchase Dates for any such Purchase Period.
The last day of each Purchase Period shall be the Purchase Date for such
Purchase Period. In the event the first or last day of a Purchase Period is not
a regular business day, then the first day of the Purchase Period shall be
deemed to be the next regular business day and the last day of the Purchase
Period shall be deemed to be the last preceding regular business day.
SECTION 6. PARTICIPATION IN THE PLAN
6.1 Initial Participation
An Eligible Employee shall become a Participant on the first Offering Date
after satisfying the eligibility requirements and delivering to the Plan
Administrator during the enrollment period established by the Plan Administrator
(the "Enrollment Period") and not later than ten days before such Offering Date
or such other date as the Plan Administrator may specify for an Offering(the
"Subscription Date") a subscription (the "Subscription"):
(a) indicating the Eligible Employee's election to participate in the
Plan;
(b) authorizing payroll deductions and stating the amount to be deducted
regularly from the Participant's pay, or accompanied by a cash payment or both;
and
(c) authorizing the purchase of Stock for the Participant in each Purchase
Period.
An Eligible Employee who does not deliver a Subscription to the Plan
Administrator during the Enrollment Period and on or before the Subscription
Date shall not participate in the Plan for that Offering Period or for any
subsequent Offering Period, unless such Eligible Employee subsequently enrolls
in the Plan by delivering a Subscription to the Plan Administrator during the
Enrollment Period and on or before the Subscription Date for such subsequent
Offering Period. The Plan Administrator may, from time to time, change the
Subscription Date as deemed advisable by the Plan Administrator in its, his or
her sole discretion for the proper administration of the Plan.
6.2 Continued Participation
Unless the Plan Administrator determines otherwise, a Participant shall
automatically participate in the next Offering Period until such time as
Participant withdraws from the Plan pursuant to Section 11.2 or terminates
employment as provided in Section 12. If a Participant withdraws from an
Offering pursuant to Section 11.1, the Participant is not required to file any
additional subscription agreements for the next subsequent Offering in order to
continue participation in the Plan.
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SECTION 7. LIMITATIONS ON RIGHT TO PURCHASE SHARES
7.1 $25,000 Limitation
No Participant shall be entitled to purchase Stock under the Plan (or any
other employee stock purchase plan that is intended to meet the requirements of
Code Section 423 sponsored by the Company, any parent corporation or a
Subsidiary Corporation) at a rate that exceeds $25,000 in fair market value,
determined as of the Offering Date for each Offering Period (or such other limit
as may be imposed by the Code), for each calendar year in which a Participant
participates in the Plan (or any other employee stock purchase plan described in
this Section 7.1).
7.2 Pro Rata Allocation
In the event the number of shares of Stock that might be purchased by all
Participants in the Plan exceeds the number of shares of Stock available in the
Plan, the Plan Administrator shall make a pro rata allocation of the remaining
shares of Stock in as uniform a manner as shall be practicable and as the Plan
Administrator shall determine to be equitable. Fractional shares may be issued
under the Plan only to the extent permitted by the Board or the Committee.
SECTION 8. PURCHASE PRICE
The purchase price (the "Purchase Price") at which Stock may be acquired in
an Offering pursuant to the exercise of all or any portion of an Option granted
under the Plan shall be 90% of the lesser of (a) the fair market value of the
Stock on the Offering Date of such Offering and (b) the fair market value of the
Stock on the Purchase Date. Notwithstanding the foregoing, the Board or the
Committee may establish a different Purchase Price for any Offering, which shall
not be less than 85% of the lesser of (a) the fair market value of the Stock on
the Offering Date of such Offering and (b) the fair market value of the Stock on
the Purchase Date. The fair market value of the Stock on the Offering Date or on
the Purchase Date shall be the average of the high and low per share trading
prices for the Stock as reported for such day by the New York Stock Exchange in
The Wall Street Journal or in such other source as the Plan Administrator deems
reliable. If no sales of the Stock were made on the New York Stock Exchange on
the transaction date, fair market value shall mean the average of the high and
low per share trading prices for the Stock as reported for the next preceding
day on which sales of the Stock were made on the New York Stock Exchange.
SECTION 9. PAYMENT OF PURCHASE PRICE
9.1 General Rules
Stock that is acquired pursuant to the exercise of all or any portion of an
Option may be paid for only by means of a cash payment or payroll deductions
from the Participant's Eligible Compensation or both. Except as set forth in
this Section 9, the amount of compensation to be withheld from a Participant's
Eligible Compensation during each pay period shall be determined by the
Participant's Subscription.
9.2 Percent Withheld
The amount of payroll withholding with respect to the Plan for any
Participant during any pay period shall be at least $10, but shall not exceed
10% of the Participant's Eligible Compensation for such pay period. Amounts
shall be withheld only in increments of $10.
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9.3 Payroll Deductions
Payroll deductions shall commence on the first payday following the
Offering Date and shall continue through the last payday of the Offering Period
unless sooner altered or terminated as provided in the Plan.
9.4 Participant Accounts; Trust
Individual accounts shall be maintained for each Participant for memorandum
purposes only. All cash payments and payroll deductions from a Participant's
compensation shall be credited to such account, but shall be deposited with the
general funds of the Company. Such cash payments and payroll deductions may also
be paid by the Company to the Trustee (the "Trustee") of the 1997 Employee Stock
Purchase Plan Trust (the "Trust"), such payments to be used by the Trustee to
purchase shares of Stock pursuant to the terms of the Trust. Shares of Stock
acquired by the Trust shall be held for the benefit of the Participants and
shall be delivered to the Participants or their beneficiaries by the Trustee at
the direction of the Plan Administrator in accordance with the terms and
conditions of the Plan. All cash payments and payroll deductions received or
held by the Company may be used by the Company for any corporate purpose. No
interest shall be paid on cash payments or payroll deductions received or held
by the Company or the Trust.
9.5 Acquisition of Stock
On each Purchase Date of an Offering Period, each Participant shall
automatically acquire, pursuant to the exercise of the Participant's Option, the
number of shares of Stock arrived at by dividing the total amount of the
Participant's cash payment and accumulated payroll deductions for the Purchase
Period by the Purchase Price; provided, however, that in no event shall the
number of shares of Stock purchased by the Participant exceed the number of
whole shares of Stock so determined, except to the extent that the Board or the
Committee has determined that fractional shares may be issued under the Plan.
9.6 Refund of Excess Amounts
Any cash balance remaining in the Participant's account shall be refunded
to the Participant as soon as practical after the Purchase Date. In the event
the cash to be returned to a Participant pursuant to the preceding sentence is
in an amount less than the amount necessary to purchase a whole share of Stock,
and the Committee has determined that fractional shares may not be issued, the
Plan Administrator may establish procedures whereby such cash is maintained in
the Participant's account and applied to the purchase of Stock in the subsequent
Purchase Period or Offering Period.
9.7 Withholding Obligations
At the time the Option is exercised, in whole or in part, or at the time
some or all of the Stock is disposed of, the Participant shall make adequate
provision for federal and state withholding obligations of the Company, if any,
that arise upon exercise of the Option or upon disposition of the Stock. The
Company may, but shall not be obligated to, withhold from the Participant's
compensation the amount necessary to meet such withholding obligations.
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9.8 Termination of Participation
No Stock shall be purchased on behalf of a Participant on a Purchase Date
if his or her participation in the Offering or the Plan has terminated prior to
such Purchase Date.
9.9 Procedural Matters
The Plan Administrator may, from time to time, establish (a) an exchange
ratio applicable to amounts withheld in a currency other than U.S. dollars, (b)
payroll withholding in excess of the amount designated by a Participant in order
to adjust for delays or mistakes in the Company's processing of properly
completed withholding elections, and (c) such other limitations or procedures as
deemed advisable by the Plan Administrator in its sole discretion that are
consistent with the Plan and in accordance with the requirements of Code Section
423.
9.10 Leaves of Absence
During leaves of absence approved by the Company and meeting the
requirements of the applicable Treasury Regulations, a Participant may continue
participation in the Plan by delivering cash payments to the Plan Administrator
on the Participant's normal paydays equal to the amount of his or her payroll
deduction under the Plan had the Participant not taken a leave of absence.
SECTION 10. STOCK PURCHASED UNDER THE PLAN
10.1 Restrictions on Transfer of Stock
(a) Shares of Stock purchased under the Plan may be registered in the name
of a nominee or held in such other manner as the Plan Administrator determines
to be appropriate. Each Participant will be the beneficial owner of the Stock
purchased under the Plan and will have all rights of beneficial ownership in
such Stock, except that the Participant may not transfer or otherwise dispose of
such Stock for a period of three months following the Purchase Date for such
Stock.
(b) The Company or a brokerage firm or other entity selected by the
Company will retain custody of the Stock purchased under the Plan for a period
of time ending no earlier than the expiration of the three-month restriction set
forth in subparagraph (a) above. A book entry stock account will be established
in each participant's name (a "Stock Account") for such time period.
(c) Cash dividends paid on Stock in a Participant's Stock Account due to
the three-month restriction in Section 10.1(a) or because the Participant has
not made a request for delivery shall be used by the custodian of such Stock to
purchase additional shares of Stock, which shall be credited to the
Participant's Stock Account. Dividends paid in the form of shares of Stock with
respect to Stock in a Participant's Stock Account shall be credited to such
Stock Account. Stock credited to a Participant's Stock Account due to cash or
stock dividends with respect to Stock which is subject to the three-month
restriction set forth in Section 10.1(a) shall be restricted for the same period
as the Stock with respect to which the dividend was paid.
(d) Upon termination of the Participant's employment because of
retirement, disability or death, the three-month restriction set forth in
subparagraph (a) above will be deemed to be satisfied as of the date of such
termination.
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10.2 ESPP Broker
If the Plan Administrator designates or approves a stock brokerage or other
financial services firm to hold shares purchased under the Plan for the accounts
of Participants (the "ESPP Broker"), the following procedures shall apply.
Promptly following each Purchase Date, the number of shares of Stock purchased
by each Participant shall be deposited into an account established with the ESPP
Broker. A Participant shall be free to undertake a disposition of the shares of
Stock held for the Participant's account in his or her account at any time after
expiration of the three-month restriction set forth in Section 10.1(a), but, in
the absence of such a disposition, the shares of Stock must remain in the
Participant's account at the ESPP Broker until the holding period set forth in
Code Section 423(a) has been satisfied. With respect to shares of Stock for
which the Code Section 423(a) holding periods have been satisfied, the
Participant may move those shares of Stock to another brokerage account of the
Participant's choosing or request that a stock certificate be issued and
delivered to him or her. Subject to the three-month restriction set forth in
Section 10(a), a Participant who is not subject to payment of U.S. income taxes
may move his or her shares of Stock to another brokerage account of his or her
choosing or request that a stock certificate be delivered to him or her at any
time, without regard to the Code Section 423(a) holding period.
10.3 Notice of Disposition
Each Participant agrees by entering the Plan, promptly to give the Company
notice of any Stock disposed of within 18 months of the Purchase Date for such
Stock, showing the number of such shares disposed of and the Purchase Date for
such Stock. This notice shall not be required if and so long as the Company has
a designated ESPP Broker.
SECTION 11. VOLUNTARY WITHDRAWAL
11.1 Withdrawal From an Offering
A Participant may withdraw from an Offering by delivering to the Plan
Administrator a notice of withdrawal in the form required by the Plan
Administrator for such purpose. Such withdrawal must be elected at least nine
days prior to the end of the Purchase Period for which such withdrawal is to be
effective. If a Participant withdraws after the Purchase Date for a Purchase
Period of an Offering, the withdrawal shall not affect Stock acquired by the
Participant in that Purchase Period and any earlier Purchase Periods. Unless the
Plan Administrator establishes a different rule, withdrawal from an Offering
shall not result in a withdrawal from the Plan or any succeeding Offering
therein. A Participant is prohibited from again participating in the same
Offering at any time upon withdrawal from such Offering.
11.2 Withdrawal From the Plan
A Participant may withdraw from the Plan by delivering to the Plan
Administrator a notice of withdrawal in the form required by the Plan
Administrator for such purpose. Such notice must be delivered at least nine days
prior to the end of the Purchase Period for which such withdrawal is to be
effective. If a Participant withdraws after the Purchase Date for a Purchase
Period of an Offering, the withdrawal shall not affect Stock acquired by the
Participant in that Purchase Period and any earlier Purchase Periods. In the
event a Participant voluntarily elects to withdraw from the Plan, the
withdrawing Participant may not resume participation in the Plan during the same
Offering Period, but may participate in any subsequent Offering under the Plan
by again satisfying the definition of Participant.
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11.3 Return of Cash Payments and Payroll Deductions
Upon withdrawal from an Offering pursuant to Section 11.1 or from the Plan
pursuant to Section 11.2, the withdrawing Participant's cash payments and
accumulated payroll deductions that have not been applied to the purchase of
Stock shall be returned as soon as practical after the withdrawal, without the
payment of any interest, to the Participant, and the Participant's interest in
the Offering shall terminate. Such cash payments and accumulated payroll
deductions may not be applied to any other Offering under the Plan.
SECTION 12. TERMINATION OF EMPLOYMENT
Termination of a Participant's employment with the Company for any reason,
including retirement, disability or death, or the failure of a Participant to
remain an Eligible Employee, shall immediately terminate the Participant's
participation in the Plan. The cash payments and payroll deductions credited to
the Participant's account since the last Purchase Date shall, as soon as
practical, be returned to the Participant or, in the case of a Participant's
death, to the Participant's legal representative, and all the Participant's
rights under the Plan shall terminate. Interest shall not be paid on sums
returned to a Participant pursuant to this Section 12.
SECTION 13. RESTRICTIONS UPON ASSIGNMENT
An Option granted under the Plan shall not be transferable otherwise than
by will or by the applicable laws of descent and distribution, and shall be
exercisable during the Participant's lifetime only by the Participant. The Plan
Administrator will not recognize, and shall be under no duty to recognize, any
assignment or purported assignment by a Participant, other than by will or by
the applicable laws of descent and distribution, of the Participant's interest
in the Plan, of his or her Option or of any rights under his or her Option.
SECTION 14. NO RIGHTS OF SHAREHOLDER UNTIL SHARES ISSUED
With respect to shares of Stock subject to an Option, a Participant shall
not be deemed to be a shareholder of the Company, and he or she shall not have
any of the rights or privileges of a shareholder. Subject to Section 10.1(a), a
Participant shall have the rights and privileges of a shareholder of the Company
when, but not until, the shares have been issued following exercise of the
Participant's Option.
SECTION 15. AMENDMENT OF THE PLAN
The Board or the Committee may amend the Plan in such respects as it shall
deem advisable; provided, however, that to the extent required for compliance
with Code Section 423 or any applicable law or regulation, shareholder approval
will be required for any amendment that will (a) increase the total number of
shares as to which Options may be granted under the Plan, (b) modify the class
of employees eligible to receive Options, or (c) otherwise require shareholder
approval under any applicable law or regulation.
SECTION 16. TERMINATION OF THE PLAN
The Board may suspend or terminate the Plan at any time. Unless the Plan
shall theretofore have been terminated by the Board, the Plan shall terminate
on, and no Options shall be granted after,
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May 19, 2007, except that such termination shall have no effect on Options
granted prior thereto. No Options shall be granted during any period of
suspension of the Plan.
SECTION 17. NO RIGHTS AS AN EMPLOYEE
Nothing in the Plan shall be construed to give any person (including any
Eligible Employee or Participant) the right to remain in the employ of the
Company or a Subsidiary Corporation or to affect the right of the Company and
the Subsidiary Corporations to terminate the employment of any person (including
any Eligible Employee or Participant) at any time with or without cause.
SECTION 18. EFFECT UPON OTHER PLANS
The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary Corporation. Nothing
in the Plan shall be construed to limit the right of the Company or any
Subsidiary Corporation to (a) establish any other forms of incentives or
compensation for employees of the Company or any Subsidiary Corporation or (b)
grant or assume options otherwise than under the Plan in connection with any
proper corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.
SECTION 19. ADJUSTMENTS
19.1 Adjustment of Shares
In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to shareholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares, or any securities exchanged therefor or
received in their place, being exchanged for a different number or class of
securities of the Company or of any other corporation or (b) new, different or
additional securities of the Company or of any other corporation being received
by the holders of shares of Stock, then (subject to any required action by the
Company's shareholders), the Board or the Committee, in its sole discretion,
shall make such equitable adjustments as it shall deem appropriate in the
circumstances (i) in the maximum number and kind of securities subject to the
Plan as set forth in Section 4 and (ii) the number and kind of securities that
are subject to any outstanding Option and the per share price of such
securities. The determination by the Board or the Committee as to the terms of
any of the foregoing adjustments shall be conclusive and binding.
19.2 Merger, Acquisition or Liquidation of the Company
In the event of the merger or consolidation of the Company into another
corporation, the acquisition by another corporation of all or substantially all
of the Company's assets, or the liquidation or dissolution of the Company, the
Purchase Date with respect to outstanding Options shall be the business day
immediately preceding the effective date of such merger, consolidation,
liquidation or dissolution unless the Board or the Committee shall, in its sole
discretion, provide for the assumption or substitution of such Options in a
manner complying with Code Section 424(a).
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19.3 Limitations
The grant of Options will in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.
SECTION 20. REGISTRATION
The Company shall be under no obligation to any Participant to register for
offering or resale under the Securities Act of 1933, as amended, or register or
qualify under state securities laws, any shares of Stock. The Company may issue
certificates for shares with such legends and subject to such restrictions on
transfer and stop-transfer instructions as counsel for the Company deems
necessary or desirable for compliance by the Company with federal and state
securities laws.
SECTION 21. EFFECTIVE DATE
The Plan's effective date is the date on which it is approved by the
Company's shareholders.
