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EXHIBIT 10.1
FORM OF
COACH, INC.
2000 STOCK INCENTIVE PLAN
ARTICLE I - PURPOSES
The purposes of the Coach, Inc. 2000 Stock Incentive Plan are to
promote the interests of the Corporation and its stockholders by strengthening
the Corporation's ability to attract and retain highly competent officers and
employees, and to provide a means to encourage stock ownership and proprietary
interest in the Corporation. The Stock Incentive Plan is intended to provide
Plan participants with stock-based incentive compensation which is not subject
to the deduction limitation rules prescribed under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), and, when applicable
should be construed to the extent possible as providing for remuneration which
is "performance-based compensation" within the meaning of Section 162(m) of the
Code and the regulations promulgated thereunder.
ARTICLE II - DEFINITIONS
Unless the context clearly indicates otherwise, the following terms
shall have the following meanings:
(a) "AWARD" means, individually or in the aggregate, an
award granted to a Participant under the Plan in the form of an Option,
a Stock Award, or an SAR, or any combination of the foregoing.
(b) "BOARD" means the Board of Directors of Coach, Inc.
(c) "CHANGE OF CONTROL" has the meaning set forth in
Article X.
(d) "COMMITTEE" means the Compensation and Employee
Benefits Committee of the Board, a subcommittee thereof, or such other
committee as may be appointed by the Board; provided, however, that
prior to the issuance of any class of equity securities of the
Corporation that are required to be registered under Section 12 of the
Exchange Act, the Committee shall be the Compensation and Employee
Benefits Committee of Sara Lee Corporation. After the issuance of such
registered securities, the Committee shall be comprised of three (3) or
more members of the Board who are "non-employee directors" under Rule
16b-3 of the Exchange Act and "outside directors" under Section 162(m)
of the Code.
(e) "CORPORATION" means Coach, Inc. or any entity that is
directly or indirectly controlled by Coach, Inc. and its subsidiaries.
(f) "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.
(g) "FAIR MARKET VALUE" means the average of the highest
and lowest sale prices of a Share on the New York Stock Exchange
Composite Transactions Tape on the date of determination, provided that
if there should be no sales of Shares reported on such
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date, the Fair Market Value of a Share on such date shall be the
average of the highest and lowest sale prices of a Share on such
Composite Tape for the last preceding date on which sales of Shares
were reported and, provided further, that the Fair Market Value of
Shares on the date on which the Corporation first issues Shares to the
public that are required to be registered under the Exchange Act (the
"IPO") shall be the initial offering price of Shares on such date.
(h) "INCENTIVE STOCK OPTION" means a stock option that
complies with Section 422 of the Code, or any successor law.
(i) "NON-QUALIFIED STOCK OPTION" means a stock option
that does not meet the requirements of Section 422 of the Code, or any
successor law.
(j) "OPTION" means an option awarded under Article VI to
purchase Shares. An option may be either an Incentive Stock Option or a
Non-Qualified Stock Option, as determined by the Committee in its sole
discretion.
(k) "PARTICIPANT" means any of the following individuals
designated by the Committee as eligible to receive an Award or Awards
under the Plan: (i) an officer or key employee of the Corporation at or
above the "director" level, (ii) all other employees of the
Corporation, (iii) a person expected to become an employee of the
Corporation, or (iv) a former officer, employee or director of the
Corporation for the purposes of adjustments to Awards pursuant to
Article V(b) of the Plan. Awards under the Plan to employees described
in (ii) above shall be considered as "Founders' Grants" that are
subject to the terms and conditions provided in rules that are adopted
by the Committee. Notwithstanding the foregoing, an employee of the
Corporation who terminated employment prior to the Corporation's IPO
shall not be eligible to receive new Awards under the Plan, except to
the extent such employee is subsequently rehired by the Corporation and
is eligible to become a Participant in the Plan under (i), (ii) or
(iii) above.
(l) "PLAN" means this Coach, Inc. 2000 Stock Incentive
Plan, as amended and restated from time to time.
(m) "PRIOR PLANS" means the Sara Lee Corporation 1989
Incentive Stock Plan, the Sara Lee Corporation 1995 Long-Term Incentive
Stock Plan, the Sara Lee Corporation 1998 Long-Term Incentive Plan and
the Sara Lee Corporation Share 2000 Global Stock Plan, as they may be
amended and restated from time to time.
(n) "SAR" means a stock appreciation right.
(o) "SHARES" means shares of Coach, Inc. common stock.
(p) "STOCK AWARD" means an Award made under Article
VI(a)(iii).
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ARTICLE III - EFFECTIVE DATE AND DURATION
The Plan became effective on June 29, 2000, the date it was approved by
the sole stockholder of the Corporation. Unless previously terminated by the
Board, the Plan shall expire when Shares are no longer available for the grant,
exercise or settlement of Awards.
ARTICLE IV - ADMINISTRATION
The Committee shall be responsible for administering the Plan, and
shall have full power to interpret the Plan and to adopt such rules, regulations
and guidelines for carrying out the Plan as it may deem necessary or
appropriate. This power includes, but is not limited to, selecting Award
recipients, establishing all Award terms and conditions, adopting procedures and
regulations governing Awards, and making all other determinations necessary or
advisable for the administration of the Plan. In no event, however, shall the
Committee have the power to cancel outstanding Options or SARs for the purpose
of replacing or regranting such Options or SARs with a purchase price that is
less than the purchase price of the original Option or SAR. All decisions made
by the Committee shall be final and binding on all persons.
The Committee may delegate some or all of its power to the Chairman and
Chief Executive Officer or other executive officer of the Corporation as the
Committee deems appropriate; provided, that (i) the Committee may not delegate
its power with regard to the grant of an Award to any person who is a "covered
employee" within the meaning of Section 162(m) of the Code or who, in the
Committee's judgment, is likely to be a covered employee at any time during the
period an Award to such employee would be outstanding and (ii) the Committee may
not delegate its power with regard to the selection for participation in the
Plan of an officer or other person subject to Section 16 of the Exchange Act or
decisions concerning the timing, pricing or amount of an Award to such an
officer or other person.
ARTICLE V - AVAILABLE SHARES
(a) LIMITATIONS - Subject to Article V(b) of the Plan,
the aggregate number of Shares which may be issued under the Plan shall
be five-million three-hundred thousand seven-hundred and ninety-two
(5,300,792) Shares, reduced by the aggregate number of Shares which
become subject to outstanding Awards; provided, that the number of
Shares subject to Awards that are granted in substitution of an option
or other award (a "Substitute Award") issued under the Prior Plans or
by an entity acquired by (or whose assets are acquired by) the
Corporation shall not reduce the number of Shares available under the
Plan. To the extent that Shares subject to an outstanding Award are not
issued by reason of the expiration, termination, cancellation or
forfeiture of such award or by reason of the tendering or withholding
of Shares to pay all or a portion of the purchase price, if any, or to
satisfy all or a portion of the tax withholding obligations relating to
an award, and to the extent Shares are purchased by the Corporation
with the amount of cash obtained upon the exercise of Options, then
such Shares shall again be available under the Plan.
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The aggregate number of Shares that may be used in settlement
or payment of Stock Awards is one-million sixty-thousand one-hundred
and fifty-eight (1,060,158) Shares. The number of Shares for which
Awards may be granted to any person over the term of the Plan shall not
exceed one-million sixty-thousand one-hundred and fifty-eight
(1,060,158) Shares; provided, that such limit shall be five-hundred
thousand (500,000) Shares with respect to the calendar year in which
such person begins service as the Chief Executive Officer of the
Corporation; and provided, further, that neither limit shall include
any Restoration Options and the number of Shares for which Restoration
Options may be granted to any person in any calendar year shall not
exceed five-hundred thousand (500,000) Shares. Issued Shares shall
consist of authorized and unissued Shares, or treasury Shares, and no
fractional Shares shall be issued. Cash may be paid in lieu of any
fractional Shares in settlement of Awards.
(b) ADJUSTMENTS - In the event of any stock dividend,
stock split, combination or exchange of securities, merger,
consolidation, recapitalization, spin-off or other distribution (other
than normal cash dividends) of any or all of the assets of the
Corporation to stockholders, or any other similar change or event, such
proportionate adjustments, if any, as the Committee in its discretion
may deem appropriate to reflect such change or event shall be made with
respect to the number and class of securities available under the Plan,
the limits under Article V(a), the number and class of securities
subject to each outstanding Option and the purchase price per security,
the terms of each outstanding SAR, and the number and class of
securities subject to each outstanding Stock Award shall be
appropriately adjusted by the Committee, such adjustments to be made in
the case of outstanding Options without an increase in the aggregate
purchase price. If any such adjustment would result in a fractional
security being (a) available under the Plan, such fractional security
shall be disregarded, or (b) subject to an Award, the Corporation shall
pay the holder of such Award, in connection with the first vesting,
exercise or settlement of such award in whole or in part occurring
after such adjustment, an amount in cash determined by multiplying (i)
the fraction of such security (rounded to the nearest hundredth) by
(ii) the excess, if any, of (A) the Fair Market Value on the vesting,
exercise or settlement date over (B) the exercise price, if any, of
such Award.
ARTICLE VI - AWARDS
(a) GENERAL - The Committee shall determine the type or
types of Award(s) to be made to each Participant. Awards may be granted
singly, in combination or in tandem, and either individually or on the
basis of designated groups or categories. In the sole discretion of the
Committee, Awards also may be made in combination or in tandem with, in
replacement of, as alternatives to, or as the payment form for grants
or rights under the Prior Plans or any other compensation plan of the
Corporation, including a plan of any entity acquired by (or whose
assets are acquired by) the Corporation. The types of Awards that may
be granted under the Plan are:
(i) OPTIONS - An Option shall represent the
right to purchase a specified number of Shares during a
specified period up to ten (10) years as determined by the
Committee. The purchase price per Share for each Option shall
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not be less than one-hundred percent (100%) of the Fair Market
Value on the date of grant; provided, that a Substitute Award
may be granted with a purchase price per Share that is
intended to preserve the economic value of the award being
replaced. If an Option is granted retroactively in
substitution for an SAR, the Fair Market Value in the Award
agreement may be the Fair Market Value on the grant date of
the SAR. An Option may be in the form of an Incentive Stock
Option, or a Non-Qualified Stock Option, as determined by the
Committee; provided that Founders' Grants shall always be
Non-Qualified Stock Options. The Shares covered by an Option
may be purchased, in accordance with the applicable Award
agreement, by cash payment or such other method permitted by
the Committee, including (i) tendering (either actually or by
attestation) Shares owned at least six (6) months, valued at
the Fair Market Value at the date of exercise; (ii)
authorizing a third party to sell the Shares (or a sufficient
portion thereof) acquired upon exercise of an Option, and
assigning the delivery to the Corporation of a sufficient
amount of the sale proceeds to pay for all the Shares acquired
through such exercise and any tax withholding obligation
resulting from such exercise, or (iii) any combination of the
above. The Committee may grant Options that provide for the
grant of a restoration option ("Restoration Options") if the
exercise price and tax withholding obligations are satisfied
by tendering (either actually or by attestation) Shares to, or
having Shares withheld by, the Corporation. The Restoration
Option would cover the number of Shares tendered or withheld,
would have an option purchase price per Share set at the Fair
Market Value per Share on the date of exercise of the original
Option, and would have a term equal to the remaining term of
the original Option.
(ii) SARS - An SAR shall represent a right to
receive a payment, in cash, Shares or a combination, equal to
the excess of the Fair Market Value of a specified number of
Shares on the date the SAR is exercised over the Fair Market
Value on the grant date of the SAR, as set forth in the Award
agreement, except that if an SAR is granted retroactively in
substitution for an Option, the designated Fair Market Value
in the Award agreement may be the Fair Market Value on the
grant date of the Option.
(iii) STOCK AWARDS - A Stock Award shall represent
an Award made in or valued in whole or in part by reference to
Shares, such as performance shares or units or phantom shares
or units. Stock Awards may be payable in whole or in part in
Shares. All or part of any Stock Award may be subject to
conditions and restrictions established by the Committee and
set forth in the Award agreement or other plan or document,
which may include, but are not limited to, continuous service
with the Corporation and/or the achievement of one or more
performance goals. The performance criteria that may be used
by the Committee in granting Stock Awards contingent on
performance goals shall consist of total stockholder return,
appreciation in the fair market value of the Corporation's
stock, net sales growth, net revenue, EBITDA, gross margin,
cost reductions or savings, funds from operations, operating
income, income before income taxes, net income, income per
share (basic or diluted), earnings per share (basic or
diluted)
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profitability as measured by return ratios, including return
on invested capital, return on equity, return on sales and
return on investment, cash flows, market share or cost
reduction goals. The Committee may select one criterion or
multiple criteria for measuring performance, and the
measurement may be based on Corporation or business unit
performance, or based on comparative performance with other
companies.
(b) LIMITATIONS - Notwithstanding anything herein to the
contrary, the following limitations shall apply:
(i) OPTIONS - No Option may be exercised under
any condition: (A) prior to the date that is six (6) months
after the date of the IPO; (B) prior to the date that is
twelve (12) months after the date of the IPO unless at the
time of exercise, Sara Lee Corporation certifies to the
Corporation that it no longer owns either (I) Shares
representing "control" of the Corporation (within the meaning
of Section 368(c) of the Code) or (II) Shares sufficient to
satisfy the "80-percent voting and value test" (described in
Section 1504(a)(2) of the Code); or (C) on and after the date
that is twelve (12) months after the date of the IPO, unless
at the time of exercise, either (I) Sara Lee Corporation
certifies to the Corporation that it no longer owns either (X)
Shares representing "control" of the Corporation (within the
meaning of Section 368(c) of the Code) or (Y) Shares
sufficient to satisfy the "80-percent voting and value test"
(described in Section 1504(a)(2) of the Code), or (II) the
Corporation demonstrates to the satisfaction of Sara Lee
Corporation that it has purchased Shares on the open market
prior to the exercise in a number sufficient to cover the
exercise, and actually reissues such repurchased Shares
pursuant to such exercise. Any attempted exercise of an Option
that would violate any of the requirements of the previous
sentence, and all actions taken in furtherance of any such
attempted exercise, shall be null and void ab initio.
(ii) SARS - No SAR may be exercised, in whole or
in part, for Shares under any condition: (A) prior to the date
that is six (6) months after the date of the IPO; (B) prior to
the date that is twelve (12) months after the date of the IPO
unless, at the time of exercise, Sara Lee Corporation
certifies to the Corporation that it no longer owns either (I)
Shares representing "control" of the Corporation (within the
meaning of Section 368(c) of the Code) or (II) Shares
sufficient to satisfy the "80-percent voting and value test"
(described in Section 1504(a)(2) of the Code); or (C) on and
after the date that is twelve (12) months after the date of
the IPO, unless, at the time of exercise, either (I) Sara Lee
Corporation certifies to the Corporation that it no longer
owns either (X) Shares representing "control" of the
Corporation (within the meaning of Section 368(c) of the Code)
or (Y) Shares sufficient to satisfy the "80-percent voting and
value test" (described in Section 1504(a)(2) of the Code), or
(II) the Corporation demonstrates to the satisfaction of Sara
Lee Corporation that it has purchased Shares on the open
market in a number sufficient to cover the exercise, and
actually reissues such repurchased Shares pursuant to such
exercise. Any attempted exercise of an SAR, in whole or in
part,
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for Shares, that would violate any of the requirements of the
previous sentence, and all actions taken in furtherance of any
such attempted exercise, shall be null and void ab initio.
(iii) STOCK AWARDS - Notwithstanding anything to
the contrary herein, no Shares shall be issued pursuant to any
Stock Award under any condition: (A) prior to the date that is
six (6) months after the date of the IPO; (B) prior to the
date that is twelve (12) months after the date of the IPO
unless at the time of exercise, Sara Lee Corporation certifies
to the Corporation that it no longer owns either (I) Shares
representing "control" of the Corporation (within the meaning
of Section 368(c) of the Code) or (II) Shares sufficient to
satisfy the "80-percent voting and value test" (described in
Section 1504(a)(2) of the Code); or (C) on and after the date
that it twelve (12) months after the date of the IPO, unless,
at the time of exercise, either (I) Sara Lee Corporation
certifies to the Corporation that it no longer owns either (X)
Shares representing "control" of the Corporation (within the
meaning of Section 368(c) of the Code) or (Y) Shares
sufficient to satisfy the "80-percent voting and value test"
(described in Section 1504(a)(2) of the Code), or (II) the
Corporation demonstrates to the satisfaction of Sara Lee
Corporation that it has purchased Shares on the open market
prior to the grant of any Stock Award or issuance of Shares
pursuant to any Stock Award (as the case may be) in a number
sufficient to cover the grant or issuance, and actually
reissues such repurchased Shares pursuant to such grant or
issuance. Any attempted grant of a Stock Award, or attempted
issuance of Shares pursuant to a Stock Award, that would
violate any of the requirements of the previous sentence, and
all actions taken in furtherance of any such attempted grant
or attempted issuance, as applicable, shall be null and void
ab initio. In addition, in the event that the Corporation
liquidates in bankruptcy, recipients of Stock Awards shall be
not be entitled to receive Shares pursuant to such Stock
Awards and all payments made pursuant to a Stock Award shall
be made in cash.
ARTICLE VII - DIVIDENDS AND DIVIDEND EQUIVALENTS
The Committee may provide that any Awards under the Plan earn dividends
or dividend equivalents; provided, that no dividends or dividend equivalents
shall accrue under any Stock Awards prior to the date that Sara Lee Corporation
certifies to the Corporation that it no longer owns either (a) Shares
representing "control" of the Corporation (within the meaning of Section 368(c)
of the Code) or (b) Shares sufficient to satisfy the "80-percent voting and
value test" (described in Section 1504(a)(2) of the Code). Such dividends or
dividend equivalents may be paid currently or may be credited to a Participant's
account under a deferred compensation plan maintained by the Corporation (to the
extent permitted under such deferred compensation plan). Any crediting of
dividends or dividend equivalents may be subject to such restrictions and
conditions as the Committee may establish, including reinvestment in additional
Shares or Share equivalents.
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ARTICLE VIII - PAYMENTS AND PAYMENT DEFERRALS
Payment of Awards may be in the form of cash, Shares, other Awards or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee, either at the time of grant or by
subsequent amendment, may require or permit Participants to elect to defer the
issuance of Shares or the settlement of Awards in cash under such rules and
procedures as it may establish. It also may provide that deferred settlements
include the payment or crediting of interest on the deferral amounts, or the
payment or crediting of dividend equivalents where the deferral amounts are
denominated in Share equivalents.
ARTICLE IX - TRANSFERABILITY
Unless otherwise specified in an Award agreement, Awards shall not be
transferable or assignable other than by will or the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by the
Company. The interests of Participants under the Plan are not subject to their
debts or other obligations and, except as may be required by the tax withholding
provisions of the Code or any state's income tax act, or pursuant to an
agreement between a Participant and the Corporation, may not be voluntarily
sold, transferred, alienated, assigned or encumbered.
ARTICLE X - CHANGE OF CONTROL
Either in contemplation of or in the event of a Change of Control (as
defined below), the Committee may provide for appropriate adjustments (including
acceleration of vesting and settlements of or substitutions for Awards either at
the time an Award is granted or at a subsequent date).
A "Change of Control" shall occur when:
(a) a "Person" (which term, when used in this Article X,
shall have the meaning it has when it is used in Section 13(d) of the
Exchange Act, but shall not include the Corporation, any underwriter
temporarily holding securities pursuant to an offering of such
securities, any trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation, or any corporation owned,
directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of Voting Stock
(as defined below) of the Corporation) is or becomes, without the prior
consent of a majority of the Continuing Directors (as defined below),
the Beneficial Owner (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of Voting Stock (as defined
below) representing twenty percent (20%) or more of the combined voting
power of the Corporation's then outstanding securities; or
(b) the stockholders of the Corporation approve and the
Corporation consummates a reorganization, merger or consolidation of
the Corporation or the Corporation sells, or otherwise disposes of, all
or substantially all of the Corporation's property and assets, or the
Corporation liquidates or dissolves (other than a reorganization,
merger, consolidation or sale which would result in all or
substantially all
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of the beneficial owners of the Voting Stock of the Corporation
outstanding immediately prior thereto continuing to beneficially own,
directly or indirectly (either by remaining outstanding or by being
converted into voting securities of the resulting entity), more than
fifty percent (50%) of the combined voting power of the voting
securities of the Corporation or such entity resulting from the
transaction (including, without limitation, an entity which as a result
of such transaction owns the Corporation or all or substantially all of
the Corporation's property or assets, directly or indirectly)
outstanding immediately after such transaction in substantially the
same proportions relative to each other as their ownership immediately
prior to such transaction); or
(c) the individuals who are Continuing Directors of the
Corporation (as defined below) cease for any reason to constitute at
least a majority of the Board of the Corporation.
Notwithstanding the foregoing, a "Change of Control" shall not occur upon either
(i) a distribution of Shares to the stockholders of Sara Lee Corporation in
proportion to their ownership of the common stock of Sara Lee Corporation or
(ii) a distribution of Shares owned by Sara Lee Corporation to stockholders of
Sara Lee Corporation pursuant to an exchange offer with Sara Lee Corporation
stockholders.
The term "Continuing Director" means (i) any member of the Board who is
a member of the Board immediately after the issuance of any class of securities
of the Corporation that are required to be registered under Section 12 of the
Exchange Act, or (ii) any person who subsequently becomes a member of the Board
whose nomination for election or election to the Board is recommended by a
majority of the Continuing Directors. The term "Voting Stock" means all capital
stock of the Corporation which by its terms may be voted on all matters
submitted to stockholders of the Corporation generally.
ARTICLE XI - AWARD AGREEMENTS
Awards must be evidenced by an agreement (or rules, in the case of
Founders' Grants) that sets forth the terms, conditions and limitations of such
Award. Such terms may include, but are not limited to, the term of the Award,
the provisions applicable in the event the Participant's employment terminates,
and the Corporation's authority to unilaterally or bilaterally amend, modify,
suspend, cancel or rescind any Award. The Committee need not require the
execution of any such agreement by a Participant, in which case acceptance of
the Award by the respective Participant shall constitute agreement by the
Participant to the terms of the Award.
ARTICLE XII - AMENDMENTS
The Board may amend the Plan at any time as it deems necessary or
appropriate, subject to any requirement of stockholder approval required by
applicable law, rule or regulation, including Section 162(m) and Section 422 of
the Code; provided, however, that no amendment shall be made without stockholder
approval if such amendment would increase the maximum number of Shares available
under the Plan (subject to Article V(b)), or effect any change inconsistent with
Section 422 of the Code. No amendment may impair the rights of a holder of
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an outstanding Award without the consent of such holder. The Board may suspend
the Plan or discontinue the Plan at any time; provided, that no such action
shall adversely affect any outstanding Award.
ARTICLE XIII MISCELLANEOUS PROVISIONS
(a) EMPLOYMENT RIGHTS - The Plan does not constitute a
contract of employment and participation in the Plan will not give a
Participant the right to continue in the employ or service of the
Corporation on a full-time, part-time, or any other basis.
Participation in the Plan will not give any Participant any right or
claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.
(b) GOVERNING LAW - Except to the extent superseded by
the laws of the United States, the laws of the State of New York,
without regard to its conflict of laws principles, shall govern in all
matters relating to the Plan.
(c) SEVERABILITY - In the event any provision of the Plan
shall be held to be illegal or invalid for any reason, such illegality
or invalidity shall not affect the remaining parts of the Plan, and the
Plan shall be construed and enforced as if such illegal or invalid
provisions had never been contained in the Plan.
(d) WITHHOLDING - The Corporation shall have the right to
withhold from any amounts payable under the Plan all federal, state,
foreign, city and local taxes as shall be legally required using
statutory rates.
(e) EFFECT ON OTHER PLANS OR AGREEMENTS - Payments or
benefits provided to a Participant under any stock, deferred
compensation, savings, retirement or other employee benefit plan are
governed solely by the terms of such plan.
(f) FOREIGN EMPLOYEES - Without amending the Plan, the
Committee may grant awards to eligible persons who are foreign
nationals on such terms and conditions different from those specified
in the Plan as may, in the judgment of the Committee, be necessary or
desirable to foster and promote achievement of the purposes of the Plan
and, in furtherance of such purposes, the Committee may make such
modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other
countries or jurisdictions in which the Corporation or its subsidiaries
operates or has employees.
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