Exhibit 4(c)
RightCHOICE MANAGED CARE, INC.
1994 EQUITY INCENTIVE PLAN
SECTION 1
PURPOSE
The purpose of the RightCHOICE Managed Care, Inc.,
("RightCHOICE") 1994 Equity Incentive Plan (the "Plan") is
to provide a means whereby RightCHOICE, a Missouri
corporation, may attract able persons to remain in or to
enter the employ of the Corporation or a Subsidiary and to
provide a means whereby those key employees upon whom the
responsibilities of the successful administration and
management rest, and whose present and potential
contributions to the welfare of the Corporation or a
Subsidiary are of importance, can acquire and maintain stock
ownership, thereby strengthening their concern for the long-
term welfare of the Corporation. A further purpose of the
Plan is to provide such key employees with additional
incentive and reward opportunities designed to enhance the
profitable growth of the Corporation over the long term.
Accordingly, the Plan provides for granting Incentive Stock
Options, options which do not constitute Incentive Stock
Options, Restricted Stock Awards, or any combination of the
foregoing, as is best suited to the circumstances of the
particular employees as provided herein.
SECTION 2
DEFINITIONS
The following definitions shall be applicable during the
term of the Plan unless specifically modified by any
paragraph:
(a) Award means, individually or collectively, any
Option, or Restricted Stock Award.
(b) Board means the board of directors of RightCHOICE.
(c) Change of Control Value means the amount
determined in Clause (i), (ii) or (iii), whichever is
applicable, as follows: (i) the per share price offered to
stockholders of the Corporation in any merger,
consolidation, sale of assets or dissolution transaction,
(ii) the price per share offered to stockholders of the
Corporation in any tender offer or exchange offer whereby a
Corporate Change takes place or (iii) if a Corporate Change
occurs other than as described in Clause (i) or Clause (ii),
the fair market value per share determined by the Committee
as of the date determined by the Committee to be the date of
cancellation and surrender of an Option. If the
consideration offered to stockholders of the Corporation in
any transaction described in this Paragraph or Paragraphs
(d) and (e) of Section 9 consists of anything other than
cash, the Committee shall determine the fair cash equivalent
of the portion or the consideration offered which is other
than cash.
(d) Code means the Internal Revenue Code of 1986, as
amended. Reference in the Plan to any Section of the Code
shall be deemed to include any amendments or successor
provisions to such Section and any regulations under such
Section.
(e) Committee means the Compensation Committee of the
Corporation.
(f) Common Stock means the class A common stock, $.01
per share par value, of RightCHOICE.
(g) Corporation means RightCHOICE.
(h) Corporate Change means one of the following
events: (i) the merger; consolidation or other
reorganization of the Corporation in which the outstanding
Common Stock is converted into or exchanged for a different
class of securities of the Corporation, a class of
securities of any other issuer (except a Subsidiary or
Parent Corporation), cash or other property; (ii) the sale,
lease or exchange of all or substantially all of the assets
of the Corporation to any other corporation or entity
(except a Subsidiary or Parent Corporation); (iii) the
adoption by the stockholders of the Corporation of a plan of
liquidation and dissolution; (iv) the acquisition (other
than acquisition pursuant to any other clause of this
definition) by any person or entity, including without
limitation a "group" as contemplated by Section 13(d)(3) of
the Exchange Act, of beneficial ownership, as contemplated
by such Section, of more than thirty (30) percent (based on
voting power) of the Corporation's outstanding capital
stock; or (v) as a result of or in connection with a
contested election of directors, the persons who were
directors of the Corporation before such election shall
cease to constitute a majority of the Board. Notwithstanding
the provisions of clause (iv) above, a Corporate Change
shall not be considered to have occurred upon the
acquisition (other than acquisition pursuant to any other
clause of the preceding sentence) by any person or entity,
including without limitation a "group" as contemplated by
Section 13(d)(3) or the Exchange Act, of beneficial
ownership, as contemplated by such Section, of more than
thirty (30) percent (based on voting power) of the
Corporation's outstanding capital stock resulting from a
public offering of securities of the Corporation under the
Securities Act of 1933, as amended.
(i) Exchange Act means the Securities Exchange Act of
1934, as amended.
(j) Fair Market Value means, as of any specified date,
the closing price of the Common Stock on the New York Stock
Exchange (or, if the Common Stock is not listed on such
exchange, such other national securities exchange on which
the Common Stock is then listed) on that date, or if no
prices are reported on that date, on the last preceding date
on which such prices of the Common Stock are so reported. If
the Common Stock is not then listed on any national
securities exchange but is traded over the counter at the
time a determination of its Fair Market Value is required to
be made hereunder, its Fair Market Value shall be deemed to
be equal to the average between the reported high and low
sales prices of Common Stock on the most recent date on
which Common Stock was publicly traded. If the Common Stock
is not publicly traded at the time a determination of its
value is required to be made hereunder, the determination of
its Fair Marker Value shall be made by the Committee in such
manner as it deems appropriate (such determination may be
based on the advice of an independent investment banker or
appraiser recognized to be expert in making such
valuations).
(k) Holder means an employee who has been granted an
Award.
(l) Incentive Stock Option means an Option within the
meaning of Section 422 of the Code.
(m) Option means an Award granted under Section 7 of
the Plan and includes both Incentive Stock Options to
purchase Common Stock and Options which do not constitute
Incentive Stock Options to purchase Common Stock.
(n) Option Agreement means a written agreement between
the Corporation and an employee with respect to an Option.
(o) Optionee means an employee who has been granted an
Option.
(p) Parent Corporation shall have the meaning set
forth in Section 424(e) of the Code.
(q) Plan means this RightCHOICE Managed Care, Inc.
1994 Equity Incentive Plan.
(r) Restricted Stock Award means an Award granted
under Section 8 of the Plan.
(s) Rule 16b-3 means Rule 16b-3 of the general Rules
and Regulations of the Securities and Exchange Commission
under the Exchange Act, as such rule is currently in effect
or as hereafter modified or amended.
(t) Subsidiary means a company (whether a corporation,
partnership, joint venture or other form of entity) in which
the Corporation, or a corporation in which the Corporation
owns a majority of the shares of capital stock, directly or
indirectly, owns an equity interest of fifty (50) percent or
more, except solely with respect to the issuance of
Incentive Stock Options the term "Subsidiary" shall have the
same meaning as the term "subsidiary corporation" as defined
in Section 424(f) of the Code.
SECTION 3
EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective upon the date of its
adoption by the Board, provided the Plan is timely approved
by the stockholders of the Corporation. Notwithstanding any
provision of the Plan or of any Option Agreement, no Option
shall be exercisable prior to such stockholder approval. No
further Awards may be granted under the Plan after ten (10)
years from the date the Plan is adopted by the Board.
Subject to the provisions of Section 10, the Plan shall
remain in effect until all Options granted under the Plan
have been exercised or have expired by reason of lapse of
time and all restrictions imposed upon Restricted Stock
Awards have lapsed.
SECTION 4
ADMINISTRATION
(a) Administration of Plan. The Plan shall be
administered by the Compensation Committee.
(b) Powers. The Committee shall have sole authority,
in its discretion, to determine which employees of the
Corporation and any Subsidiary of the Corporation shall
receive an Award, the time or times when such Award shall be
made, whether an Incentive Stock Option or nonqualified
Option shall be granted, and the number of shares of Common
Stock which may be issued under each Option and Restricted
Stock Award. In making such determinations, the Committee
may take into account the nature of the services rendered by
the respective employees, their present and potential
contribution to the success of the Corporation or a
Subsidiary and such other factors as the Committee in its
discretion shall deem relevant.
(c) Additional Powers. The Committee shall have such
additional powers as are delegated to it by the other
provisions of the Plan. Subject to the express provisions of
the Plan, the Committee is authorized in its sole
discretion, exercised in a nondiscriminatory manner, to
construe and interpret the Plan and the respective
agreements executed thereunder, to prescribe such rules and
regulations relating to the Plan as it may deem advisable to
carry out the Plan, and to determine the terms, restrictions
and provisions of each Award, including such terms,
restrictions and provisions as shall be requisite in the
judgment of the Committee to cause designated Options to
qualify as Incentive Stock Options, and to make all other
determinations necessary or advisable for administering the
Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in any agreement
relating to an Award in the manner and to the extent it
shall deem expedient to carry it into effect. The
determinations of the Committee on the matters referred to
in this Section 4 shall be conclusive.
SECTION 5
GRANT OF OPTIONS AND RESTRICTED STOCK AWARDS
SUBJECT TO THE PLAN
(a) Award Limits. The Committee may from time to time
grant Awards to one or more employees determined by it to be
eligible for participation in the Plan in accordance with
the provisions of Section 6. The aggregate number of shares
of Common Stock that may be issued under the Plan shall not
exceed 1,500,000 shares, plus any additional shares of
Common Stock hereafter authorized by the stockholders of the
Corporation. The aggregate number of shares of Common Stock
that may be issued to any Holder under the Plan shall not
exceed twenty percent (20%) of the aggregate authorized
number of shares referred to in the preceding sentence. Any
of such shares which remain unissued and which are not
subject to outstanding Options or Awards at the termination
of the Plan shall cease to be subject to the Plan but, until
termination of the Plan, the Corporation shall at all times
reserve a sufficient number of shares to meet the
requirements of the Plan. Shares shall be deemed to have
been issued under the Plan only to the extent actually
issued and delivered pursuant to an Award. To the extent
that an Award lapses or the rights of its Holder terminate,
any shares of Common Stock subject to such Award shall again
be available for the grant of an Award. The aggregate number
of shares which may be issued under the Plan shall be
subject to adjustment in the same manner as provided in
Section 9 with respect to shares of Common Stock subject to
Options then outstanding. Separate stock certificates shall
be issued by the Corporation for those shares acquired
pursuant to the exercise of an Incentive Stock Option and
for those shares acquired pursuant to the exercise of any
Option which does not constitute an Incentive Stock Option.
(b) Stock Offered. The stock to be offered pursuant to
the grant of an Award may be authorized but unissued Common
Stock or Common Stock previously issued and outstanding and
reacquired by the Corporation.
SECTION 6
ELIGIBILITY
Awards made pursuant to the Plan may be granted only to
individuals who, at the time of grant, are employees of the
Corporation or a Subsidiary, in each case at the level of
vice president and above, any other employees of the
Corporation or a Subsidiary as specifically designated by
the Committee, and any employees of the Corporation's Parent
Corporation, at the level of executive vice president and
above. Awards may not be granted to any member of the Board
who is not an employee of the Corporation or a Subsidiary,
its Parent Corporation or a Subsidiary or to any member of
the Committee. An Award made pursuant to the Plan may be
granted on more than one occasion to the same person, and
such Award may include an Incentive Stock Option, an Option
which is not an Incentive Stock Option, a Restricted Stock
Award, or any combination thereof. Each Award shall be
evidenced by a written instrument duly executed by or on
behalf of the Corporation.
SECTION 7
STOCK OPTION
(a) Stock Option Agreement. Each Option shall be
evidenced by an Option Agreement between the Corporation and
the Optionee which shall contain such terms and conditions
as may be approved by the Committee. The terms and
conditions of the respective Option Agreements need not be
identical. Notwithstanding the foregoing, each Option
Agreement shall provide that the Option may not be exercised
earlier than six months from the date of grant and shall
specify the effect of termination of employment on the
exercisability of the Option. An Option Agreement may
provide for the payment of the exercise price, in whole or
in part, by the delivery of a number of shares of Common
Stock (plus cash if necessary) having a Fair Market Value
equal to such exercise price. Pursuant to the terms of an
Option Agreement, a Holder shall have the right to appoint
any individual or legal entity in writing as his beneficiary
under the Plan in the event of his death. In the absence of
such appointment, the beneficiary shall be the legal
representative of the Holder's estate.
(b) Option Period. The term of each Option shall be as
specified by the Committee at the date of grant and shall be
stated in the Option Agreement
(c) Limitations on Exercise of Option. An Option shall
be exercisable in whole or in such installments and at such
times as determined by the Committee and the applicable term
relating to the exercise of the Option shall be stated in
the Option Agreement.
(d) Special Limitations on Incentive Stock Options. To
the extent that the aggregate Fair Market Value (determined
at the time the respective Incentive Stock Option is
granted) of Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by an
individual during any calendar year under all incentive
stock option plans of the Corporation (and any Parent
Corporation or Subsidiary) exceeds one hundred thousand
dollars ($100,000), such excess Incentive Stock Options
shall be treated as Options which do not constitute
Incentive Stock Options. The Committee shall determine, in
accordance with applicable provisions of the Code, Treasury
Regulations and other administrative pronouncements, which
of an Optionee's Incentive Stock Options will not constitute
Incentive Stock Options because of such limitation and shall
notify the Optionee of such determination as soon as
practicable after such determination. No Incentive Stock
Option shall be granted to an individual if at the time the
Option is granted, such individual owns stock possessing
more than ten (10) percent of the total combined voting
power of all classes of stock of the Corporation or of its
Parent Corporation or a Subsidiary, within the meaning of
Section 422(b)(6) of the Code, unless (i) at the time such
Option is granted the exercise price is at least one hundred
ten percent (110%) of the Fair Market Value of the Common
Stock subject to the Option and (ii) such Option by its
terms is not exercisable after the expiration of five years
from the date of grant.
(e) Option Price. The purchase price of Common Stock
issued under each Option shall be determined by the
Committee and shall be stated in the Option Agreement, but
such purchase price shall, in the case of Incentive Stock
Options, not be less than the Fair Market Value of Common
Stock subject to the Option on the date the Option is
granted.
(f) Options in Substitution for Stock Options Granted
by Other Corporations. Options may be granted under the Plan
from time to time in substitution for stock options held by
employees of corporations who become, or who became prior to
the effective date of the Plan, key employees of the
Corporation or of any Subsidiary as a result of a merger or
consolidation of the employing corporation with the
Corporation, a Parent Corporation or such Subsidiary, or the
acquisition by the Corporation, a Parent Corporation or a
Subsidiary of all or a portion of the assets of the
employing corporation, or the acquisition by the
Corporation, a Parent Corporation or a Subsidiary of stock
of the employing corporation with the result that such
employing corporation becomes a Subsidiary.
SECTION 8
RESTRICTED STOCK AWARDS
(a) Restricted Period to be Established by the
Committee. At the time a Restricted Stock Award is made, the
Committee shall establish a period of time (the "Restriction
Period") applicable to such Award. Each Restricted Stock
Award may have a different Restriction Period, in the
discretion of the Committee. The Restriction Period
applicable to a particular Restricted Stock Award shall not
be changed except as permitted by Paragraph (b) of this
Section 8 or by Section 9.
(b) Other Terms and Conditions. Common Stock awarded
pursuant to a Restricted Stock Award shall be represented by
a stock certificate registered in the name of the Holder of
such Restricted Stock Award or, at the option of the
Corporation, in the name of a nominee of the Corporation.
The Holder shall have the right to receive dividends during
the Restriction Period, to vote the Common Stock subject
thereto and to enjoy all other stockholder rights, except
that: (i) the Holder shall not be entitled to possession of
the stock certificate until the Restriction Period shall
have expired; (ii) the Holder may not sell, transfer,
pledge, exchange, hypothecate or otherwise dispose of the
stock during the Restriction Period; and (iii) a breach of
the terms and conditions established by the Committee
pursuant to the Restricted Stock Award shall cause a
forfeiture of the Restricted Stock Award. At the time of
such Award, the Committee may, in its sole discretion,
prescribe additional terms, conditions or restrictions
relating to Restricted Stock Awards, including, but not
limited to, rules pertaining to the termination of
employment (by retirement, disability, death or otherwise)
of a Holder prior to expiration of the Restriction Period.
(c) Payment for Restricted Stock. A Holder shall not
be required to make any payment for Common Stock received
pursuant to a Restricted Stock Award, except to the extent
otherwise required by law and except that the Committee may,
in its discretion, charge the Holder an amount in cash not
in excess of the par value of the shares of Common Stock
issued under the Plan to the Holder.
(d) Miscellaneous. Nothing in this Section 8 shall
prohibit the exchange of shares issued under the Plan
(whether or not then subject to a Restricted Stock Award)
pursuant to a plan of reorganization for stock or securities
in the Corporation or another corporation a party to the
reorganization, but the stock or securities so received for
shares then subject to the restrictions of a Restricted
Stock Award shall become subject to the restrictions of the
Restricted Stock Award. Any shares of stock received as a
result of a stock split or stock dividend with respect to
shares then subject to a Restricted Stock Award shall also
become subject to the restrictions of the Restricted Stock
Award.
SECTION 9
RECAPITALIZATION OR REORGANIZATION
(a) Except as hereinafter otherwise provided Options,
Restricted Stock Awards, and any agreements evidencing such
Awards shall be subject to adjustment by the Committee at
its discretion as to the number and price of shares of
Common Stock or other consideration subject to such Awards
in the event of changes in the outstanding Common Stock by
reason of stock dividends, stock splits, recapitalizations,
reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization
occurring after the date of the grant of any such Awards.
(b) The existence of the Plan and the Awards granted
hereunder shall not affect in any way the right or power of
the Board or the stockholders of the Corporation to make or
authorize any adjustment, recapitalization, reorganization
or other change in the capital structure of the Corporation,
a Parent Corporation or a Subsidiary or their business, any
merger or consolidation of the Corporation, a Parent
Corporation or a Subsidiary, any issue of debt or equity
securities having any priority or preference with respect to
or affecting Common Stock or the rights thereof, the
dissolution or liquidation of the Corporation, a Parent
Corporation or a Subsidiary, or any sale, lease, exchange or
other disposition of all or any part of their assets or
business or any other corporate act or proceeding.
(c) The shares with respect to which Options may be
granted are shares of Common Stock as presently constituted
but if, and whenever, prior to the expiration of an Option
theretofore granted the Corporation shall effect a
subdivision or consolidation of shares of Common Stock or
the payment of a stock dividend on Common Stock without
receipt of consideration by the Corporation, the number of
shares of Common Stock with respect to which such Option may
thereafter be exercised: (i) in the event of an increase in
the number of outstanding shares, shall be proportionately
increased and the purchase price per share shall be
proportionately reduced; and (ii) in the event of a
reduction in the number of outstanding shares, shall be
proportionately reduced and the purchase price per share
shall be proportionately increased.
(d) If the Corporation recapitalizes or otherwise
changes its capital structure, thereafter, upon any exercise
of an Option theretofore granted, the Optionee shall be
entitled to purchase under such Option, in lieu of the
number of shares of Common Stock as to which such Option
shall then be exercisable, the number and class of shares of
stock and securities and the cash and other property to
which the Optionee would have been entitled pursuant to the
terms of the recapitalization if, immediately prior to such
recapitalization, the Optionee had been the holder of such
record of the number of shares of Common Stock then covered
by such Option.
(e) In the event of a Corporate Change, unless
otherwise deemed to be impractical by the Committee, then no
later than: (i) two business days prior to any Corporate
Change referenced in Clause (i), (ii), (iii) or (v) of the
definition thereof; or (ii) ten business days after any
Corporate Change referenced in Clause (iv) of the definition
thereof, the Committee, acting in its sole discretion
without the consent or approval of any Optionee, shall act
to effect one or more alternatives with respect to
outstanding Options which acts may vary among individual
Optionee and, with respect to acts taken pursuant to Clause
(i) above, may be contingent upon effectuation of the
Corporate Change.
Such alternatives shall be: (A) accelerate the time at
which Options then outstanding may be exercised so that such
Options may be exercised in full for a limited period of
time on or before a specified date (before or after such
Corporate Change) fixed by the Committee, after which
specified date all unexercised Options and all rights of
Optionee thereunder shall terminate; (B) require the
mandatory surrender to the Corporation by selected Optionee
of some or all of the outstanding Options held by such
Optionee (irrespective of whether such Options are then
exercisable under the provisions of the Plan) as of a date
(before or after such Corporate Change) specified by the
Committee, in which event the Committee shall thereupon
cancel such Options and pay to each Optionee an amount of
cash per share equal to the excess, if any, of the Change of
Control Value of the shares subject to such Option over the
exercise price(s) under such Options for such shares; (C)
make such adjustments to Options then outstanding as the
Committee deems appropriate to reflect such Corporate Change
(provided, however, that the Committee may determine in its
sole discretion that no adjustment is necessary to Options
then outstanding); or (D) provide that thereafter upon any
exercise of an Option theretofore granted, the Optionee
shall be entitled to purchase under such Option, in lieu of
the number of shares of Common Stock as to which such Option
shall then be exercisable the number and class of shares of
stock or other securities or property (including, without
limitation, cash) to which the Optionee would have been
entitled pursuant to the terms of the agreement of merger,
consolidation or sale of assets or plan of liquidation and
dissolution if, immediately prior to such merger,
consolidation or sale of assets or any distribution in
liquidation and dissolution of the Corporation, the Optionee
had been the holder of record of the number of shares of
Common Stock then covered by such Option.
(f) Except as hereinbefore expressly provided, the
issuance by the Corporation of shares of stock of any class
or securities convertible into shares of stock of any class,
for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the
Corporation convertible into such shares or other
securities, and in any case whether or not for fair value,
shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of Common
Stock subject to Options theretofore granted or the exercise
price per share of Common Stock subject to Options.
(g) Plan provisions to the contrary notwithstanding,
with respect to any Restricted Stock Awards outstanding at
the time a Corporate Change occurs, the Committee may, in
its sole discretion, provide: (i) for full vesting of all
Common Stock awarded to the Holders pursuant to such
Restricted Stock Awards as of the date of such Corporate
Change; and (ii) that all restrictions applicable to such
Restricted Stock Award shall terminate as of such date.
SECTION 10
AMENDMENT OR TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan or
alter or amend the Plan or any part thereof from time to
time; provided that no change in any Award previously
granted may be made which would impair the rights of the
Holder without the consent of the Holder, and provided
further, that the Board may not, without approval of the
stockholders of the Corporation, amend the Plan in a manner
that requires stockholder approval.
SECTION 11
OTHER
(a) No Right to an Award. Neither the adoption of the
Plan nor any action of the Board or of the Committee shall
be deemed to give an employee any right to be granted an
Option to purchase Common Stock or a right to a Restricted
Stock Award or any other rights hereunder except as may be
evidenced by an Award or by an Option Agreement duly
executed on behalf of the Corporation, and then only to the
extent of and on the terms and conditions expressly set
forth therein. The Plan shall be unfunded. The Corporation
shall not be required to establish any special or separate
fund or to make any other segregation of funds or assets to
assure the payment of any Award.
(b) No Employment Rights Conferred. Nothing contained
in the Plan or in any Award made hereunder shall: (i) confer
upon any employee any right with respect to continuation of
employment with the Corporation or any Subsidiary; or (ii)
interfere in any way with the right of the Corporation or
Subsidiary to terminate his or her employment at any time
including but not limited to its ability to exercise its
right to terminate the employee "at will".
(c) Other Laws; Withholding. The Corporation shall not
be obligated to issue any Common Stock pursuant to any Award
granted under the Plan at any time when the offering of the
shares covered by such Award has not been registered under
the Securities Act of 1933 and such other state and federal
laws, rules or regulations as the Corporation or the
Committee deems applicable and, in the opinion of legal
counsel for the Corporation, there is no exemption from the
registration requirements of such laws, rules or regulations
available for the issuance and sale of such shares. No
fractional shares of Common Stock shall be delivered, nor
shall any cash in lieu of fractional shares be paid. The
Corporation shall have the right to deduct in connection
with all Awards any taxes required by law to be withheld and
to require any payments necessary to enable it to satisfy
its withholding obligations. The Committee may permit the
Holder of an Award to elect to surrender, or authorize the
Corporation to withhold, shares of Common Stock (valued at
their Fair Market Value on the date of surrender or
withholding of such shares) in satisfaction of the
Corporation's withholding obligation, subject to such
restrictions as the Committee deems necessary to satisfy the
requirements of Rule 16b-3.
(d) No Restriction of Corporate Action. Nothing
contained in the Plan shall be construed to prevent the
Corporation or any Parent Corporation or Subsidiary from
taking any corporate action which is deemed by the
Corporation or such Parent Corporation or Subsidiary to be
appropriate or in its best interest, whether or not such
action would have an adverse effect on the Plan or any Award
made under the Plan. No employee, beneficiary or other
person shall have any claim against the Corporation or any
Parent Corporation or Subsidiary as a result of such action.
(e) Restrictions on Transfer. Awards may not be sold,
pledged, assigned, hypothecated, transferred or disposed of
in any manner other than by will or by the laws of descent
and distribution, or in the case of Options which do not
constitute Incentive Stock Options, pursuant to the terms of
a "qualified domestic relations order" (within the meaning
of Section 414(p) of the Code and the regulations and
rulings thereunder); provided, however, that the Committee
may grant Options which do not constitute Incentive Stock
Options that are transferable, without payment of
consideration, to (i) revocable trusts for the benefit of
immediate family members which qualify as grantor trusts for
federal income tax purposes, (ii) immediate family members,
(iii) partnerships whose only partners are immediate family
members and/or organizations described in Section 170(c) of
the Code, or (iv) an intermediary that by written agreement
is required to exercise the Options which do not constitute
Incentive Stock Options on behalf of organizations described
in Section 170(c) of the Code. The transferee of
transferable Options which do not constitute Incentive Stock
Options is subject to all conditions applicable to the
transferable Options which do not constitute Incentive Stock
Options prior to their transfer. The term "immediate family"
shall mean the Optionee's spouse, parents, children,
stepchildren, adoptive children, sisters, brothers and
grandchildren (and, for this purposes, shall also include
the Optionee). The Option Agreement or other written
instrument evidencing an Award shall specify the effect of
the death of the Holder on the Award."
(f) Rule 16b-3. It is intended that the Plan and any
grant of an Award made to a person subject to Section 16 of
the Exchange Act meet all of the requirements of Rule 16b-3.
If any provisions of the Plan or any such Award would
disqualify the Plan or such Award hereunder, or would
otherwise not comply with Rule 16b-3, such provision or
Award shall be construed or deemed amended to conform to
Rule 16b-3.
(g) Governing Law. This Plan shall be construed in
accordance with the laws of the State of Missouri and all
applicable federal law.
