JOHNSON CONTROLS, INC.
1992 Stock Option Plan
(As amended through November 17, 1999)
1. Establishment. JOHNSON CONTROLS, INC. (the "Company") hereby establishes a
stock option plan for certain officers and other key employees, as
described herein, which shall be known as the JOHNSON CONTROLS, INC. 1992
STOCK OPTION PLAN (the "Plan"). It is intended that certain of the stock
options issued pursuant to the Plan may constitute incentive stock options
within the meaning of Section 422 of the Internal Revenue Code ("Incentive
Stock Options") and the remainder of the options issued pursuant to the
Plan shall constitute nonqualified options. Incentive Stock Options and
nonqualified stock options are hereinafter jointly referred to as
"Options." The Committee may also award stock appreciation rights along
with Options issued pursuant to the Plan and, subject to certain
limitations, apart from Options issued pursuant to the Plan.
2. Purpose. The purpose of the Plan is to induce certain officers and other
key employees to remain in the employ of the Company or its subsidiaries
and to encourage such employees to secure or increase on reasonable terms
their stock ownership in the Company. The Board of Directors of the Company
(the "Board of Directors") believes that the Plan will promote continuity
of management and increased incentive and personal interest in the welfare
of the Company by those who are responsible for shaping and carrying out
the long-range plans of the Company and securing its continued growth and
financial success.
3. Effective Date of the Plan. The effective date of the Plan is the date of
its adoption by the Board of Directors, September 23, 1992, subject to the
approval of the Plan by the shareholders of the Company within twelve
months of the effective date. Any and all Options granted prior to such
approval shall be subject to such approval.
4. Stock Subject to the Plan. Subject to adjustment in accordance with the
provisions of paragraph 19, the total number of shares of the common stock
of the Company ("Common Stock"), available for awards during the term of
this Plan shall not exceed 7,591,758 shares. Shares of Common Stock to be
delivered upon exercise of Options or settlement of stock appreciation
rights under the Plan shall be made available from presently authorized but
unissued Common Stock of the Company or authorized and issued shares of
Common Stock reacquired and held as treasury shares, or a combination
thereof. If any Option or stock appreciation right shall be canceled,
expire or terminate without having been exercised in full, or to the extent
a stock appreciation right is settled in cash, the shares of Common Stock
allocable to the unexercised, canceled, forfeited portion of such Option or
stock appreciation right, or portion of such stock appreciation right which
is settled in cash, shall again be available for the purpose of the Plan.
The surrender of any Options (and the surrender of any related stock
appreciation rights
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granted under paragraph 18) in connection with the receipt of stock
appreciation rights as provided in paragraph 18A shall, as to such Options,
have the same effect under this paragraph 4 as the cancellation or
termination of such Options without having been exercised. If any stock
appreciation rights are granted under the Plan separate and apart from
Options (including any grant in connection with the surrender of
outstanding Options), as provided in paragraph 18A, and shares of Common
Stock may be issuable in connection with such stock appreciation rights,
then the grant of such stock appreciation rights shall be deemed to have
the same effect under this paragraph 4 as the grant of Options; provided,
however, if any such stock appreciation rights shall be canceled, expire or
terminate without having been exercised in full, or to the extent a stock
appreciation right is settled in cash, the shares of Common Stock allocable
to the unexercised, canceled, forfeited portion of such stock appreciation
right, or portion of such stock appreciation right which is settled in
cash, shall again be available for the purpose of the Plan. If the exercise
price of any Option granted under the Plan is satisfied by tendering shares
of Common Stock to the Company (by either actual delivery or by
attestation), only the number of shares of Common Stock issued net of the
shares of Common Stock tendered shall be deemed delivered for purposes of
determining the maximum number of shares of Common Stock available for
delivery under the Plan. If any Participant satisfies the Company's
withholding tax requirements upon the exercise of an Option by properly
electing to have the Company withhold shares of Common Stock, then the
shares of Common Stock so withheld shall again be available for the purpose
of the Plan, except that such shares shall not be available for the
granting of Incentive Stock Options.
5. Administration.
(a) The Plan shall be administered by the Compensation Committee (the
"Committee") consisting of not less than three members of the Board of
not less than three members of the Board of Directors appointed from
time to time by the Board of Directors. No member of the Committee
shall be, nor at any time during the preceding one-year period have
been, eligible to receive stock, stock options or stock appreciation
rights of the Company or of its subsidiaries pursuant to the Plan or
any other plan of the Company or its subsidiaries, other than a plan
for directors of the Company who are not officers or employees of the
Company which provides for automatic grants without exercise of
discretion by any member of the Board of Directors, or by any officer
or employee of the Company.
(b) Subject to the express provisions of the Plan, the Committee shall
have authority to establish such rules and regulations as it deems
necessary or advisable for the proper administration of the Plan, and
in its discretion, to determine the individuals (the "Participants")
to whom, and the time or times at which, Options and stock
appreciation rights shall be granted, the type of Options, the Option
periods, limitations on Option exercise, and the number of shares to
be subject to each Option. In making such determinations, the
Committee may take into account the nature of the services rendered by
the respective employees, their present and potential contributions to
the success of the
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Company or its subsidiaries, and such other factors as the Committee,
in its discretion, shall deem relevant.
(c) Subject to the express provisions of the Plan, the Committee shall
also have complete authority to interpret the Plan, to prescribe,
amend, and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective Option Agreements (which
need not be identical) and to make all other determinations necessary
or advisable for the administration of the Plan. The Committee's
determinations on the matters referred to in this paragraph 5 shall be
conclusive and binding upon all parties.
(d) Neither the Committee nor any member thereof shall be liable for any
act, omission, interpretation, construction or determination made in
connection with the Plan in good faith, and the members of the
Committee 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 and under any directors and officers liability
insurance that may be in effect from time to time.
(e) A majority of the Committee shall constitute a quorum, and the acts of
a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee
without a meeting, shall be the acts of the Committee.
6. Eligibility. Options and stock appreciation rights may be granted to
officers and other key employees of the Company and of any of its present
and future subsidiaries. The maximum number of shares of Common Stock
covered by Options which may be granted to any Participant within any two
consecutive calendar year periods shall not exceed 500,000 shares in the
aggregate. No Option or stock appreciation right shall be granted to any
person who owns, directly or indirectly, shares of stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company. A director of the Company or of a subsidiary who is not also an
employee of the Company or of a subsidiary will not be eligible to receive
any Option or stock appreciation right hereunder.
7. Rights of Employees. Nothing in this Plan or in any Option or stock
appreciation right shall interfere with or limit in any way the right of
the Company and any of its subsidiaries to terminate any Participant's or
employee's employment at any time, nor confer upon any Participant or
employee any right to continue in the employ of the Company and its
subsidiaries.
8. Option Agreements. All Options and stock appreciation rights granted under
the Plan shall be evidenced by written agreements (an "Option Agreement")
in such form or forms as the Committee shall determine.
9. Option Price. The per share Option price for Options and for stock
appreciation rights granted under paragraph 18, and the per share grant
price for stock appreciation rights
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granted under paragraph 18A, as determined by the Committee, shall be an
amount not less than 100% of the fair market value of the stock on the date
such Options or stock appreciation rights are granted (or, if the Committee
so determines, in the case of any stock appreciation right granted under
paragraph 18A upon the surrender of any outstanding Option, on the date of
grant of such Option). The fair market value of a share of stock on any
date shall be the average of the highest and lowest market prices of sales
of the Common Stock on that date, or on the next preceding trading day if
such date was not a trading day as reported on the New York Stock Exchange
or as otherwise determined by the Committee.
10. Option Period. The term of each Option and stock appreciation right shall
be as determined by the Committee but in no event shall the term of an
Option or stock appreciation right exceed a period of ten (10) years from
the date of its grant. Each Option and stock appreciation right granted
hereunder may granted at any time on or after the effective date of the
Plan, and prior to its termination, provided that no Option or stock
appreciation right may be granted later than ten years after the date this
Plan is adopted. The Committee shall determine whether any Option or stock
appreciation right shall become exercisable in cumulative or non-cumulative
installments or in full at any time. An exercisable Stock Option or stock
appreciation right, or portion thereof, may be exercised in whole or in
part only with respect to whole shares of Common Stock.
11. Maximum Value of Incentive Stock Options. The aggregate fair market value
(as defined in paragraph 9) of the Common Stock for which any Incentive
Stock Options are exercisable for the first time by a Participant during
any calendar year under the Plan or any other plan of the Company or any
subsidiary shall not exceed $100,000. To the extent the fair market value
of the shares of Common Stock attributable to Incentive Stock Options first
exercisable in any calendar year exceeds $100,000, the excess portion of
the Incentive Stock Options shall be treated as nonqualified options.
12. Transferability of Option or Stock Appreciation Right. No Option or stock
appreciation right granted hereunder shall be transferable other than
options specifically designated by the Compensation Committee as such and
meeting the following requirements of transfer:
(a) by will or by the laws of descent and distribution; or
(b) in the case of a nonqualified option:
(i) pursuant to a "Qualified Domestic Relations Order" as defined in
Section 414(p) of the Internal Revenue Code; or
(ii) to (A) his or her spouse, children or grandchildren ("Immediate Family
Members"), (B) a partnership in which the only partners are the
Participant's Immediate Family Members, or (C) a trust or trusts
established solely for the
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benefit of one or more of the Participant's Immediate Family Members
(collectively, the Permitted Transferees), provided that there may be
no consideration for any such transfer by a Participant
Following transfer (if applicable), such Options and stock
appreciation rights shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided
that such Options and stock appreciation rights may be exercised
during the life of the Participant only by the Participant or, if
applicable, by the alternate payee designated under a Qualified
Domestic Relations Order or the Participant's Permitted Transferees.
13. Exercise of Option; Deferral of Shares.
(a) The Committee shall prescribe the manner in which a Participant may
exercise an Option which is not inconsistent with the provisions of
this Plan. An Option may be exercised, subject to limitations on its
exercise contained in the Option Agreement and in this Plan, in full,
at any time, or in part, from time to time, only by (A) written notice
of intent to exercise the Option with respect to a specified number of
shares, and (B) by payment in full to the Company at the time of
exercise of the Option, of the option price of the shares being
purchased. Payment of the Option price may be made (i) in cash, (ii)
if permitted by the applicable Option Agreement, by tendering of
shares of Common Stock equivalent in fair market value (as defined in
paragraph 9), or (iii) if permitted by the applicable Option
Agreement, partly in cash and partly in shares of Common Stock. Common
Stock may be tendered either by actual delivery of shares of Common
Stock or by attestation.
(b) The Committee may provide one or more means to enable Participants and
the Company to defer delivery of shares of Common Stock deliverable
upon exercise of an Option, on such terms and conditions as the
Committee may determine, including by way of example the manner and
timing of making a deferral election, the treatment of dividends paid
on shares of Common Stock during the deferral period and the permitted
distribution dates or events. No such deferral means may result in any
increase in the number of shares of Common Stock issuable hereunder
other than as contemplated by paragraph 4 or paragraph 19 hereof.
14. Withholding. If permitted by the applicable Option Agreement, a Participant
may be permitted to satisfy the Company s withholding tax requirements by
electing (i) to have the Company withhold shares of Common Stock of the
Company, or (ii) to deliver to the Company shares of Common Stock of the
Company having a fair market value on the date income is recognized on the
exercise of a nonqualified option equal to the minimum amount required to
be withheld, or such greater amount as may be requested by the Participant.
The election shall be made in writing and according to such rules and in
such form as the Committee shall determine.
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Notwithstanding the foregoing, the election and satisfaction of any
withholding requirement through the withholding of Common Stock or the
tender of shares of Company Stock may be made only at such times as are
permitted, without incurring liabilities, by Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, or such other securities laws, rules or
regulations as may be applicable.
15. [intentionally omitted]
16. [intentionally omitted]
17. Termination of Employment.
(a) In the event a Participant's employment with the Company or any of its
subsidiaries shall be terminated for any reason, except early
retirement or total and permanent disability, all rights to exercise
an Option or stock appreciation right shall terminate immediately.
(b) If the Participant should die while employed by the Company or any
subsidiary prior to the expiration of the term of the Option or stock
appreciation right, the Option or stock appreciation right may be
exercised by the person to whom it is transferred by will or by the
applicable laws of descent and distribution to the extent it could
have been exercised by the Participant had he lived, by giving notice
as provided in paragraph 13, at any time within twelve months after
the date of death unless such Option or stock appreciation right
expires earlier under the terms of the Option Agreement.
(c) In the event of termination of employment with the Company due to
early or normal retirement, or due to total and permanent disability
prior to the expiration of the term of an Option or stock appreciation
right, the Option or stock appreciation right may be exercised by the
Participant, to the extent it could have been exercised had the
Participant remained actively employed, at any time within thirty-six
months (except Incentive Stock Options which may be exercised within
three months) after the date of such early or normal retirement or
total permanent disability, as the case may be, unless such Option or
stock appreciation right expires earlier under the terms of the Option
Agreement. Provided, however, that for certain participants who are
officers of the corporation or who are selected by the Compensation
Committee of the Board, nonqualified options granted after July 27,
1999, may be exercised by the Participant for five years of the Option
or stock appreciation right in the event of termination of employment
with the Company due to early or normal retirement, or due to total
and permanent disability, prior to the expiration of the term of the
Option or stock appreciation right. For purposes hereof, a
Participant's employment shall be deemed to have terminated due to (a)
early or normal retirement if such Participant is then eligible to
receive early or normal retirement benefits under the provisions of
any of the Company's or its subsidiaries pension plans; or, in the
absence of a pension plan, provided such Participant retires with ten
years of service and is at least 55 years old or retires with five
years of service and is at least 65 years old and (b) total and
permanent disability if he is permanently disabled within the meaning
of Section 22(e)(3) of the Internal Revenue Code, as in effect from
time to time.
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For purposes of this Plan: (a) a transfer of an employee from the
Company to a 50% or more owned subsidiary, partnership, joint venture
or other affiliate (whether or not incorporated) or vice versa, or
from one subsidiary, partnership, joint venture or other affiliate to
another or (b) a leave of absence duly authorized in writing by the
Company, provided the employee s right to re-employment is guaranteed
either by statute or by contract, shall not be deemed a termination of
employment under the Plan. Notwithstanding the foregoing, from and
after a Change of Control, as defined in paragraph 22, Options (other
than Incentive Stock Options granted prior to May 24, 1989) and stock
appreciation rights shall continue to be exercisable for three months
after a Participant's termination of employment.
18. Stock Appreciation Rights. Stock appreciation rights may be granted in
conjunction with all or part of any Option granted under the Plan. Stock
appreciation rights may be exercised by a Participant by surrendering the
related Option or applicable portion thereof. Upon such exercise and
surrender, the Participant shall be entitled to receive the economic value
of such stock appreciation rights determined in the manner prescribed in
subparagraph (b) of the Paragraph 18 and in the form prescribed in
subparagraph (c) of this Paragraph 18. Options which have been so
surrendered, in whole or in part, shall no longer be exercisable. Stock
appreciation rights shall be subject to such terms and conditions not
inconsistent with other provisions of the Plan as shall be determined by
the Committee, which shall include the following:
(a) Stock appreciation rights shall be exercisable or transferable at such
time or times and only to the extent that the Option to which they
relate is exercisable or transferable.
(b) Upon the exercise of stock appreciation rights, a Participant shall be
entitled to receive the economic value thereof, which value shall be
equal to the excess of the fair market value of one share of Common
Stock of the Company on the date of exercise over the Option price per
share, multiplied by the number of shares in respect of which the
stock appreciation rights shall have been exercised.
(c) The Committee shall have sole discretion either (i) to determine the
form in which payment of such economic value will be made (i.e. cash,
stock, or any combination thereof) or (ii) to consent to or disapprove
the election of the Participant to receive cash in full or partial
payment of such economic value.
(d) The exercise of stock appreciation rights by a Participant pursuant to
the Plan may be made only at such times as are permitted by Rule 16b-3
of the Securities Exchange Act of 1934, without liabilities, or such
other securities laws or rules as may be applicable.
(e) Common Stock subject to the Option to which the stock appreciation
rights relate exceeds the exercise price of such Option.
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18A. Other Stock Appreciation Rights. Stock appreciation rights may also be
granted separate from any Option granted under the Plan to any Participant
who at the time of grant is not then an officer of the Company for purposes
of Section 16 of the Securities Exchange Act of 1934, as amended (a
"Section 16 Officer"). The Committee may also grant stock appreciation
rights under this paragraph 18A to any person who is not then a Section 16
Officer in connection with the surrender of any outstanding Option granted
under the Plan prior to September 22, 1993 (and the surrender of any
related stock appreciation rights granted under paragraph 18). Such stock
appreciation rights may be exercised by a Participant by written notice of
intent to exercise the stock appreciation rights delivered to the
Committee, which notice shall state the number of shares of stock in
respect of which the stock appreciation rights are being exercised. Upon
such exercise, the Participant shall be entitled to receive the economic
value of such stock appreciation rights determined in the manner described
in subparagraph (b) of this paragraph 18A and in the form prescribed in
subparagraph (c) of this paragraph 18A.
Stock appreciation rights shall be subject to terms and conditions not
inconsistent with other provisions of the Plan as shall be determined by
the Committee, which shall include the following:
(a) Stock appreciation rights granted in connection with the surrender of
an Option shall be exercisable or transferable at such time or times
and only to the extent that the Option to which they related was
exercisable or transferable. The Committee shall have complete
authority to determine the terms and conditions applicable to other
stock appreciation rights, including the periods applicable to such
rights, limitations on exercise and the number of shares of stock in
respect to which such stock appreciation rights are exercisable.
(b) Upon the exercise of stock appreciation rights, a Participant shall be
entitled to receive the economic value thereof, which value shall be
equal to the excess of the fair market value of one share of Common
Stock of the Company on the date of exercise over the grant price per
share, multiplied by the number of shares in respect of which the
stock appreciation rights shall have been exercised. Stock
appreciation rights which have been so exercised shall no longer be
exercisable in respect of such number of shares.
(c) The Committee shall have the sole discretion either (i) to determine
the form in which payment of such economic value will be made (i.e.,
cash, stock, or any combination thereof) or (ii) to consent to or
disapprove the election of the Participant to receive cash in full or
partial payment of such economic value.(d) The exercise of stock
appreciation rights by a Participant pursuant to the Plan may be made
only at such times as are permitted by Rule 16b-3 of the Securities
Exchange Act of 1934, without liabilities, or such other securities
laws or rules as may be applicable.(e) Stock appreciation rights shall
be exercisable only when the fair market value of the Common Stock to
which the stock appreciation rights relate exceeds the grant price of
such stock appreciation rights.
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19. Adjustment Provisions. In the event of any change in the shares of the
Common Stock of the Company by reason of a declaration of a stock dividend
(other than a stock dividend declared in lieu of an ordinary cash
dividend), spin-off, merger, consolidation recapitalization, or split-up,
combination or exchange of shares, or otherwise, the aggregate number and
class of shares available under this Plan, the number and class of shares
subject to each outstanding Option and stock appreciation right, the option
price for shares subject to each outstanding Option, and the option price
or grant price and economic value of any stock appreciation rights shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
20. Termination and Amendment of Plan. The Plan shall terminate on September
22, 2002, unless sooner terminated as hereinafter provided. The Board of
Directors may at any time terminate the Plan, or amend the Plan as it shall
deem advisable including (without limiting the generality of the foregoing)
any amendments deemed by the Board of Directors to be necessary or
advisable to assure conformity of the Plan and any Incentive Stock Options
granted thereunder to the requirements of Section 422 of the Internal
Revenue Code as now or hereafter in effect and to assure conformity with
any requirements of other state and federal laws or regulations now or
hereafter in effect; provided, however, that the Board of Directors may
not, without further approval by the shareholders of the Company, make any
modifications which, by applicable law, require such approval. No
termination or amendment of the Plan may, without the consent of the
Participant to whom any Option or stock appreciation rights shall have been
granted, adversely affect the rights of such Participant under such Option
or stock appreciation rights. The Board of Directors may also, in its
discretion, permit any Option or stock appreciation right to be exercised
prior to the earliest date fixed for exercise thereof under the Option
Agreement.
21. Rights of a Shareholder. A Participant shall have no rights as a
shareholder with respect to shares covered by his or her Option until the
date of issuance of the stock certificate to the participant and only after
such shares are fully paid or with respect to stock appreciation rights. No
adjustment will be made for dividends or other rights for which the record
date is prior to the date such stock is issued.
22. Change of Control. Notwithstanding the foregoing, upon Change of Control,
all previously granted Options and stock appreciation rights shall
immediately become exercisable to the full extent of the original grant.
For purposes of this Plan, a "Change of Control" means any of the following
events:(i) the acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended from time to time) (the
"Exchange Act") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the then
outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election
of directors (the "Company Voting Securities"),
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provided, however, that any acquisition by (x) the Company of any of its
subsidiaries, or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (y) any corporation
with respect to which, following such acquisition, more than 60% of
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Company
Voting Securities immediately prior to such acquisition in substantially
the same proportion as their ownership, immediately prior to such
acquisition of the Outstanding Company Common Stock and Company Voting
Securities, as the case may be, shall not constitute a change in control of
the Company; or (ii) individuals who, as of May 24, 1989, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided that any
individual becoming a director subsequent to May 24, 1989, whose election
or nomination for election by the Company's shareholders was approved by a
vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the Company
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act); or (iii) approval by the shareholders of the Company of
a reorganization, merger or consolidation (a "Business Combination"), in
each case, with respect to which all or substantially all of the of the
individuals and entities who were the respective beneficial owners of the
Outstanding Company Common Stock and Company Voting Securities immediately
prior to such Business Combination do not, following such Business
Combination, beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporations resulting from such Business Combination in substantially the
same proportion as their ownership immediately prior to such Business
Combination or the Outstanding Company Common Stock and Company Voting
Securities, as the case may be; or (iv) (A) a complete liquidation or
dissolution of the company or a (B) sale or other disposition of all or
substantially all of the assets of the Company other than to a corporation
with respect to which, following such sale or disposition, more than 60%
of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors is then owned beneficially,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Company Voting Securities immediately prior to
such sale or disposition in substantially the same proportion as their
ownership of the Outstanding Company Common Stock and Company Voting
Securities, as the case may be, immediately prior to such sale or
disposition.
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23. LSARs. Notwithstanding the foregoing, during the sixty-day period from and
after a Change in Control of the Company, each optionee shall have the
right (the "LSAR") with respect to any Option [other than (x) an Incentive
Stock Option granted prior to May 24, 1989 and (y) an Option granted to an
officer or director of the Company (within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended from time to time) unless such
Option was granted more than six months prior to the Change of Control of
the Company], in lieu of the payment of the full Option price for the
shares of Common Stock ("Shares") subject to such Option, to elect (within
such sixty-day period) to surrender all or a part of the Option to the
Company and to receive in lieu thereof cash in the amount by which the fair
market value per Share on the date of such election shall exceed the option
price per Share under the Option multiplied by the number of Shares granted
under the Option as to which a LSAR granted hereunder shall have been
exercised. As used in this paragraph 23, the fair market value of a Share
on the date of exercise shall mean with respect to an election by an
optionee to receive cash in respect of a Stock Option, the higher of (x)
the highest reported sales price, regular way, of a Share on the Composite
Tape for New York Stock Exchange Listed Stocks (the "Composite Tape")
during the sixty-day period prior to the date of the Change in Control of
the Company and (y) if the Change in Control of the Company is the result
of a transaction or a series of transactions described in paragraphs (i) or
(ii) of the definition of Change in Control of the Company set forth in
paragraph 22, the highest price per Share paid in such transaction or
series of transactions.
24. Governing Law. The Plan, all awards hereunder, and all determinations made
and actions taken pursuant to the Plan shall be governed by the laws of the
State of Wisconsin and construed in accordance therewith, to the extent not
otherwise governed by the laws of the United States.
25. Unfunded Plan. This Plan shall be unfunded. No person shall have any rights
greater than those of a general creditor of the Company.
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