PLASTICS MFG. COMPANY
RESTRICTED STOCK PLAN
PLASTICS MFG. COMPANY
RESTRICTED STOCK PLAN
SECTION 1. PURPOSE. The Plan has been adopted to (a) enable the
Company and its Affiliates to attract and retain superior employees by
providing incentive opportunities with respect to future services, (b)
further identify the interests of participating employees with those of
the Company's other stockholders through incentive compensation based
on the performance of the Company's common stock, and (c) promote the
long-term financial interests of the Company and its stockholders.
SECTION 2. CERTAIN DEFINITIONS. As used in this Plan, and in
addition to any terms elsewhere defined in this Plan, the following
terms, when capitalized, shall have the meanings set forth in this
Section 2.
SECTION 2.1. "ADMINISTRATOR" means the Board or, if so appointed
by the Board pursuant to Section 4.1, the President or another officer
of the Company.
SECTION 2.2. "AFFILIATE" means an affiliate as defined in Rule 405
of the U.S. Securities and Exchange Commission and includes, TecStar
Mfg. Company, a Wisconsin corporation, MGS Mfg. Group, Inc., a
Wisconsin corporation, and each subsidiary thereof, and Statistical
Plastics Corporation, a Wisconsin corporation.
SECTION 2.3. "BOARD" means the Board of Directors of the Company.
SECTION 2.4. "CAUSE" means, with respect to any Participant and
unless otherwise provided by the Board, (a) "Cause" as defined in any
Restricted Stock Agreement for the benefit of the Participant, or (b)
if there is no definition of "Cause" in the Participant's Restricted
Stock Agreement, then with respect to such Participant, Cause means:
(i) an intentional failure to perform assigned duties; (ii) willful
misconduct in the course of the Participant's employment; (iii) breach
of a fiduciary duty involving personal profit or acts or omissions of
personal dishonesty, including, but not limited to, commission of any
crime of theft, embezzlement, or misapplication of funds; (iv) any
intentional, reckless, or negligent act or omission to act which
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results in the violation by the Participant of any policy established
by the Company or an Affiliate which is intended to insure compliance
with applicable securities, environmental, employment discrimination,
or other laws or which causes or results in the Company's or an
Affiliate's violation of such laws, except any act done by the
Participant in good faith, as determined in the reasonable discretion
of the Administrator, or which results in a violation of such policies
or laws which is, in the reasonable sole discretion of such
Administrator, immaterial; or (v) any of the foregoing which results in
material loss to the Company or any of its Affiliates. The
Administrator shall have the sole discretion to determine whether Cause
exists, and the Board's determination shall be final.
SECTION 2.5. "COMMON STOCK" means the common stock of the Company.
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SECTION 2.6. "COMPANY" means Plastics Mfg. Company, a Wisconsin
corporation.
SECTION 2.7. "DISABILITY" means (a) a physical or mental condition
which qualifies as a total and permanent disability under the terms of
any plan or policy maintained by the Company or an Affiliate and for
which the Participant is eligible to receive benefits under such plan
or policy, or (b) if the Participant does not participate in a
disability plan or is not covered by a disability policy of the Company
or an Affiliate, Disability means the permanent and total inability of
the Participant by reason of mental or physical infirmity, or both, to
perform the work customarily assigned to him or her, if a medical
doctor selected or approved by the Administrator, and knowledgeable in
the field of such infirmity, advises the Board either that it is not
possible to determine when such Disability will terminate or that it
appears probable that such Disability will be permanent during the
remainder of said Participant's lifetime.
SECTION 2.8. "EFFECTIVE DATE" means September 15, 2000.
SECTION 2.9. "FULL-TIME BASIS" means regularly scheduled,
nonseasonal, nontemporary employment of not less than 40 hours per week
with any of the Company or any present or future Affiliate.
SECTION 2.10. "FAIR MARKET VALUE" of a share of Common Stock as of
any date means the price per Share as determined in accordance with the
following:
(A) EXCHANGE. If the principal market for the Common Stock
is a national securities exchange, "Fair Market Value" means the
average of the highest and lowest reported sale prices of the
Common Stock on the New York Stock Exchange Composite Tape if the
Common Stock is then listed for trading on such exchange,
otherwise, the average of the highest and lowest reported sales
prices of the Common Stock in any transaction reported on
the principal exchange on which the Common Stock is then listed for
trading.
(B) OVER-THE-COUNTER. If the principal market for the Common
Stock is an over-the-counter market, "Fair Market Value" means the
average of the highest bid and lowest ask prices of the Common
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Stock reported in the Nasdaq National Stock Market, or if the
Common Stock is not then listed for trading in such market, the
average of the highest bid and lowest ask prices reported on any
other bona fide over-the-counter stock market selected in good
faith by the Administrator.
(C) OTHER DETERMINATION. If subparagraphs (a) and (b) are
not applicable, and there is no regular public trading market for the
Common Stock, "Fair Market Value" shall mean such amount as may be
determined by the Administrator by whatever means or method as the
Administrator, in the good faith exercise of its discretion, shall at
such time deem appropriate.
(D) DATE. If the date on which Fair Market Value is to be
determined is not a business day, or, if there shall be no reported
transactions for such date, such determination shall be made on the
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next preceding business day for which transactions were reported.
SECTION 2.11. "RESTRICTED STOCK" means Common Stock which has been
issued pursuant to a Restricted Stock Agreement in accordance with this
Plan and as to which all of the conditions of full vesting have not yet
been satisfied.
SECTION 2.12. "RESTRICTED STOCK AGREEMENT" means the written
document which evidences an award of Restricted Stock under the Plan.
SECTION 2.13. "PARTICIPANT" means an eligible individual, as
determined in accordance with Section 5, who has been awarded
Restricted Stock.
SECTION 2.14. "PLAN" means the Plastics Mfg. Company Restricted
Stock Plan as set forth herein or as hereafter amended.
SECTION 2.15. "RETIREMENT" means the Termination of Employment by a
Participant on or after the date on which the Participant had attained
age 62 and completed two calendar years of employment on a Full-Time
Basis measured from the Participant's initial date of hire.
SECTION 2.16. "SHARE" means a share of Common Stock.
SECTION 2.17. "TERMINATION OF EMPLOYMENT" means the termination of
the Participant's employment with, or performance of services for, the
Company and any of its Affiliates. A Participant employed by, or
performing services for, an Affiliate shall also be deemed to incur a
Termination of Employment if the Affiliate ceases to be such an
Affiliate and the Participant does not immediately thereafter become an
employee of the Company or another Affiliate. Temporary absences from
employment because of illness, vacation, or leave of absence and
transfers among the Company and its Affiliates shall not be considered
Terminations of Employment. For purposes of the Plan, the
Participant's employment shall be deemed to have terminated at the
close of business on the day preceding the first date on which he or
she is no longer for any reason whatsoever employed by the Company or
any of its Affiliates.
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SECTION 2.18. "VESTING PERIOD" means the required period of service
before an award of Restricted Stock is vested, in whole or in part,
pursuant to Section 6.3(b).
SECTION 2.19 "YEAR OF SERVICE" means the service used to determine
satisfaction of the vesting requirements of Section 6.3(b), determined
as follows:
(A) EMPLOYED LESS THAN TWO YEARS. If the Participant has
been employed for less than two calendar years on a Full-Time
Basis on the date of an award of Restricted Stock, the term "Year
of Service" means each full calendar year in which a Participant
has been employed on a Full-Time Basis measured from the
Participant's most recent date of hire.
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(B) EMPLOYED TWO YEARS OR MORE. If the Participant has been
employed for two or more calendar years on a Full-Time Basis prior
to the date of an award of Restricted Stock, the Participant shall
be credited with two Years of Service as of the date of the award
and shall be credited with one additional "Year of Service" for
each calendar year in which a Participant is employed on a
Full-Time Basis measured from and after the date of such award.
SECTION 3. NUMBER OF SHARES AVAILABLE UNDER THE PLAN.
SECTION 3.1. SHARES SUBJECT. The aggregate number of Shares which
may be delivered under Restricted Stock Agreements entered into
pursuant to the Plan shall be 200,000.
SECTION 3.2. UNDELIVERED SHARES. To the extent any Shares subject
to a Restricted Stock Agreement are not delivered to the Participant
(or the estate of such Participant) because the Restricted Stock is
forfeited, such Shares shall be deemed not to have been delivered for
purposes of determining the maximum number of Shares available for
delivery under the Plan.
SECTION 3.3. STOCK DIVIDENDS, ETC. If the Company shall, after
the Effective Date, change the Common Stock into a greater or lesser
number of Shares through a stock dividend, stock split-up, or
combination of Shares, then the number of Shares then subject to the
Plan, but which are not then subject to any outstanding Restricted
Stock Agreement, shall all be proportionately increased or decreased
as of the record date for such stock dividend, stock split-up, or
combination of Shares in order to give effect thereto. Notwithstanding
any such proportionate increase or decrease, no fraction of a Share
shall be issued or authorized under the Plan and the Shares subject to
the Plan shall be rounded to the nearest whole Share.
SECTION 3.4. OTHER CHANGES. If, after the Effective Date, there
shall be any change in the Common Stock or other change in the
capitalization of the Company other than through a stock dividend,
stock split-up, or combination of Shares, including, but not limited
to, a change which results from a merger, consolidation, spin-off, or
other distribution of stock or property of the Company, any
reorganization (whether or not such reorganization is within the
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meaning of Section 368 of the Internal Revenue Code of 1986, as
amended), or any partial or complete liquidation of the Company, then
if, and only if, the Board shall determine that such change equitably
requires an adjustment in the number or kind of Shares then subject to
the number of Shares or class of stock remaining subject to the Plan,
such adjustment as the Board shall determine is equitable and as shall
be approved by the Board shall be made and shall be effective and
binding for all purposes of the Plan. If any member of the Board
shall, at the time of such approval, be a Participant, he shall not
participate in an action in connection with such adjustment.
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SECTION 4. ADMINISTRATION OF THE PLAN.
SECTION 4.1. THE BOARD. The Plan shall be administered by the
Board; provided, however, that the Board may, by resolution, appoint
the President of the Company or such other officer as it deems
appropriate to administer the Plan on its behalf. Any officer
appointed shall exercise all authority otherwise reserved to the Board
pursuant to Section 4.2.
SECTION 4.2. AUTHORITY OF ADMINISTRATOR. The Administrator shall,
subject to the terms of the Plan, have the authority to, in its sole
discretion, (a) select eligible individuals to receive one or more
awards of Restricted Stock and to participate in the Plan, (b)
determine the number of Shares subject to each award, (c) establish
terms and conditions concerning the time of, and conditions precedent
to, the vesting of each award, (d) determine the form of each
Restricted Stock Agreement and all terms and conditions thereof with
respect to each award, (e) interpret the Plan and the application
thereof and establish such rules and regulations as it deems necessary
or desirable for the administration of the Plan, (f) take such action
to cause or accelerate the vesting of any or all outstanding Restricted
Stock for any reason at any time, and (g) exercise such other authority
as is reasonably related to the administration of and/or the
fulfillment of the purpose of the Plan. All actions, interpretations,
rules, regulations, and conditions taken or established by the
Administrator shall be final, binding, and conclusive upon the Company
and all Participants.
SECTION 4.3. LIMITATION ON LIABILITY AND INDEMNIFICATION OF BOARD
AND OFFICERS. No member of the Board, no executive officer or other
employee of the Company, and no other agent or representative of the
Company or any Affiliate shall be liable for any act, omission,
interpretation, construction, or determination made in connection with
the Plan in good faith, and all such persons shall be entitled to
indemnification and reimbursement by the Company in respect of any
claim, loss, damage, or expense (including attorneys fees) arising
therefrom to the full extent permitted by law, except as otherwise may
be provided in the Company's articles of incorporation and/or bylaws,
and under any directors' and officers' liability insurance that may be
in effect from time to time.
SECTION 5. INDIVIDUALS ELIGIBLE TO BECOME PARTICIPANTS.
SECTION 5.1. DEFINITION OF ELIGIBLE INDIVIDUALS. All employees of
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the Company and its Affiliates shall be eligible to be selected, in the
sole discretion of the Administrator, to participate in, and receive
one or more awards of Restricted Stock pursuant to, the Plan.
SECTION 6. AWARDING OF RESTRICTED STOCK.
SECTION 6.1. PARTICIPANTS. Restricted Stock shall be awarded to
such eligible employees, as determined by the provisions of Section 5,
as the Administrator may, from time to time and at any time, select.
Status as an eligible employee shall not, without specific action by
the Administrator, entitle such person to receive an award of
Restricted Stock.
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SECTION 6.2. RESTRICTED STOCK AGREEMENT. Each award of Restricted
Stock shall be evidenced by a Restricted Stock Agreement, the terms of
which may differ from other Restricted Stock Agreements. Each
Restricted Stock Agreement shall be signed on behalf of the Company and
the Participant, and shall set forth with respect to the Restricted
Stock awarded therein, the name of the Participant, the date awarded,
the number of Shares subject to the Restricted Stock Agreement, and
such other terms and conditions of vesting consistent with the Plan as
determined by the Administrator. Each Restricted Stock Agreement shall
be entered into, and incorporate by reference, all terms, conditions,
and limitations set forth in the Plan. For purposes of Section 6.3(e),
all Shares which are the subject of an award shall remain subject to
the Restricted Stock Agreement which evidenced such award until the
Vesting Period shall have been completed with respect to all Shares
subject to such agreement.
SECTION 6.3. TERMS AND CONDITIONS OF THE RESTRICTED STOCK
AGREEMENTS. In addition to any other terms, conditions, and
limitations specified in the Plan, each award of Restricted Stock
hereunder shall, as to each Participant, satisfy the following
requirements:
(A) DATE OF AWARD. Restricted Stock Agreements must be
awarded on or before September 15, 2010.
(B) VESTING. Unless otherwise specifically provided by the
Administrator at the time of the award of Restricted Stock, vesting
of the Shares subject to such award shall be conditioned upon, and
shall vest only in accordance with, the following schedule:
<TABLE>
<CAPTION>
YEARS OF SERVICE PERCENT VESTED
<S> <C>
Less than 3 0%
3 20%
4 40%
5 60%
6 80%
7 100%
</TABLE>
(C) RECORDS OF RESTRICTED STOCK. Shares of Restricted Stock
shall be evidenced in such manner as the Administrator may deem
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appropriate, including book-entry registration or issuance of one
or more stock certificates. Any certificate issued in respect of
shares of Restricted Stock shall be registered in the name of such
Participant and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such award,
substantially in the following form:
"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE PLASTICS MFG. COMPANY RESTRICTED STOCK PLAN AND A
RESTRICTED STOCK AGREEMENT. COPIES OF SUCH PLAN AND AGREEMENT ARE ON
FILE AT THE OFFICES OF PLASTICS MFG. COMPANY."
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The Administrator may require that the certificates evidencing such
Shares be held in custody by the Company until the restrictions thereon
shall have lapsed and that, as a condition of any award of Restricted
Stock, the Participant shall have delivered a stock power, endorsed in
blank, relating to the Common Stock covered by such award.
(D) LIMITATIONS ON TRANSFERABILITY. Subject to the
provisions of the Plan and the Restricted Stock Agreement, during
the period which commences with the date of an award, and which
ends on the expiration of the Vesting Period, the Participant shall
not be permitted to sell, assign, transfer, pledge or otherwise
encumber shares of Restricted Stock.
(E) FORFEITURE OR VESTING UPON THE OCCURRENCE OF CERTAIN
EVENTS.
Except to the extent otherwise provided in the applicable
Restricted Stock Agreement, upon a Participant's Termination of
Employment for any reason during the Vesting Period, all shares of
Restricted Stock still subject to restriction shall be forfeited by
the Participant; PROVIDED, HOWEVER, that (i) all Restricted Stock
shall become fully vested upon the death, Disability, or Retirement
of the Participant, and (ii) that all Shares subject to a
Restricted Stock Agreement shall be forfeited if the Participant
incurs a Termination of Employment for Cause.
SECTION 6.4. RIGHTS OF STOCKHOLDER. Except as provided in Section
6.3 and this Section 6.4, and the Restricted Stock Agreement, a
Participant shall have, with respect to the shares of Restricted
Stock, all of the rights of a stockholder of the Company holding
Common Stock that is the subject of a Restricted Stock Agreement,
including the right to vote the Shares and the right to receive any
cash dividends. If so determined by the Administrator in the
applicable Restricted Stock Agreement (a) cash dividends on the Common
Stock that is the subject of the Restricted Stock Agreement shall be
automatically deferred and held, without interest, subject to the
vesting of the underlying Restricted Stock and (b) dividends payable in
Common Stock shall be paid in the form of Restricted Stock held subject
to the vesting of the underlying Restricted Stock.
SECTION 7. TAX WITHHOLDING. Upon lapse or satisfaction of any
Vesting Period relating to shares of Restricted Stock, the Participant
must satisfy all applicable federal, state and local income tax
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withholding requirements by delivering to the Company at the time of
such lapse or satisfaction, as the case may be, such amount of money or
Shares having a Fair Market Value equal to the amount determined by the
Company as required to meet its withholding obligation under applicable
tax laws or regulations, and, if the Participant fails to do so, the
Company is authorized to reduce the award, or to withhold from any
certificate for Shares then or thereafter issuable to the Participant,
that number of Shares having a Fair Market Value equal to any tax
required to be withheld by reason of such vesting.
SECTION 8. ISSUANCE OF SHARES. No certificates representing
unrestricted Shares shall be issued to a Participant nor will the
restrictions imposed pursuant to Section 6 lapse until adequate
provision for the payment of the Participant's income tax withholding
has been made
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by such Participant or until the adjustment in the number of Shares
provided for in Section 7 has been made. If and when the Vesting
Period expires without a prior forfeiture of the Restricted Stock,
subject to the satisfaction of the Participant's obligation in Section
7, certificates without the restrictive legend provided for in Section
6.3(c) shall be delivered to the Participant upon surrender of the
certificates issued as of the date of the award and bearing the legend
provided for by Section 6.3(c). Notwithstanding any other provision of
the Plan or the Restricted Stock Agreements made pursuant thereto, the
Company shall not be required to issue or deliver any certificate or
certificates for Shares under the Plan prior to fulfillment of all of
the following conditions:
(A) Listing or approval for listing upon notice of issuance
of such Shares on the exchange or over-the-counter market as may at
the time be the principal market for the Common Stock;
(B) Any registration or other qualification of the Shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Administrator shall, in its absolute discretion upon the
advice of counsel, deem necessary or advisable; and
(C) Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Administrator shall,
in its absolute discretion after receiving the advice of counsel,
determine to be necessary or advisable.
SECTION 9. AMENDMENT AND TERMINATION OF PLAN.
SECTION 9.1. AMENDMENT OF PLAN. The Board may amend the Plan from
time to time and at any time; provided, however, that (a) except as
specifically provide herein, no amendment shall, in the absence of
written consent to the change by the affected Participant, adversely
affect such Participant's rights under any Restricted Stock Agreement
which has been awarded prior to the amendment except to the extent such
amendment is, in the sole opinion of the Board, required to comply with
any stock exchange rules, accounting rules, or laws applicable to the
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Company or the Plan, (b) no amendment with respect to the maximum
number of Shares which may be issued pursuant to Restricted Stock
Agreements under the Plan may be made unless approved by a majority
of the Shares entitled to vote at a meeting of the stockholders if such
amendment would, in the absence of such approval and in the sole
opinion of the Board, have an adverse effect on the Company under
applicable tax or securities laws or accounting rules, and (c) no
amendment shall be made without the approval of the Company's
stockholders to the extent such approval is required by applicable
law or stock exchange rules.
SECTION 9.2. TERMINATION OF PLAN. The Plan shall terminate on the
first to occur of (a) September 15, 2010, or (b) the date specified by
the Board as the effective date of Plan termination; provided, however,
that the termination of the Plan shall not limit or otherwise affect
any Restricted Stock Agreements outstanding on the date of termination.
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SECTION 10. INVESTMENT INTENT. The Administrator may require each
Participant or other person purchasing or receiving Shares pursuant to
a Restricted Stock Agreement, to represent to and acknowledge that the
Shares, if not registered by the Company under the Securities Act of
1933 (the "1933 Act"), may not be freely transferable, that by
acceptance of a Restricted Stock Agreement or Shares that such
Participant or other person understands that the application of the
1933 Act may restrict the transfer of such Shares, and that Shares
which are unregistered under the 1933 Act will be acquired for the
account of the Participant or other person for investment only and not
with a view to offer for sale or for sale in connection with the
distribution or transfer thereof. Certificates issued by the Company
and representing Shares acquired pursuant to a Restricted Stock
Agreement may include any legend or legends which the Company deems
appropriate to reflect any restrictions imposed under the 1933 Act.
SECTION 11. AVAILABILITY OF INFORMATION.
SECTION 11.1. REGISTERED SHARES. If the Shares subject to a
Restricted Stock Agreement have been registered pursuant to the 1933
Act, the Company shall provide the Participant with such information as
may be required under the applicable registration form on which such
Shares were registered.
SECTION 11.2. UNREGISTERED SHARES. If the Shares subject to a
Participant's Restricted Stock Agreement are not registered or to be
registered under the 1933 Act, the Company shall furnish each
Participant with (a) a copy of the Plan and the Company's most recent
annual report to its stockholders at the time the Restricted Stock
Agreement is delivered to the Participant, and (b) a copy of each
subsequent annual report and proxy statement, on or about the same date
as such report shall be made available to stockholders of the Company.
The Company will furnish, upon written request addressed to the
Secretary of the Company, but at no charge to the Participant or any
duly authorized representative of the Participant, copies of all
reports filed by the Company with the Securities and Exchange
Commission, including, but not limited to, the Company's annual reports
on Form 10-K, its quarterly reports on Form 10-Q, and its proxy
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statements. Notwithstanding the foregoing provisions of this Section
11, the Company shall not be required to furnish any such report or
statement if a copy of such report is otherwise provided to the
Participant in connection with another plan maintained by the Company
or such Participant's status as a stockholder of the Company.
SECTION 12. LIMITATION OF RIGHTS.
SECTION 12.1. CONDITIONS OF EMPLOYMENT. The Plan shall not
constitute a contract of employment and participation in or eligibility
for participation in the Plan shall not confer upon any employee the
right to be continued as an employee of the Company or any present or
future Affiliate, and the Company and each Affiliate hereby expressly
reserves the right to terminate the employment of any employee, with or
without cause, as if the Plan and any Restricted Stock representing
Shares awarded pursuant to the Plan were not in effect.
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SECTION 12.2. COMPANY ASSETS. Neither the Participant nor any
other person shall, by reason of receiving an award of Restricted Stock
under the Plan, acquire any right, title, or interest in any assets of
the Company or any Affiliate by reason of any Restricted Stock
Agreement or the Plan. To the extent the Participant or any other
person shall acquire a right to receive payments from the Company
pursuant to a Restricted Stock Agreement or the Plan, such right shall
be no greater than the right of any unsecured general creditor of the
Company.
SECTION 13. COMPLIANCE WITH APPLICABLE LAWS. Notwithstanding any
provision of this Plan to the contrary, if at any time the Company
shall be advised by its counsel that the delivery of Shares pursuant to
a Restricted Stock Agreement is required to be approved, listed,
registered, or qualified under any securities law, that certain actions
must be taken under the rules of any stock exchange or over-the-counter
market, that such exercise or delivery must be accompanied or preceded
by a prospectus or similar circular meeting the requirements of any
applicable law, or that some other action is required to be taken by
the Company in compliance with applicable law, the Company will use
reasonable efforts to take all actions required within a reasonable
time, but delivery by the Company of certificates for Shares may be
deferred until the Company shall be in compliance with all such
requirements.
SECTION 14. GOVERNING LAW. The Plan, each share of Restricted
Stock awarded hereunder and the related Restricted Stock Agreement, and
all determinations made and actions taken pursuant thereto, shall be
governed by the internal laws of the State of Wisconsin and construed
in accordance therewith without giving effect to the principles of
conflicts of laws applied by any state.
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