<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2000.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
MASCO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-1794485
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)
MASCO CORPORATION 1991 LONG TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
JOHN R. LEEKLEY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MASCO CORPORATION
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(Name and Address of Agent for Service)
(313) 274-7400
(Telephone no., including area code, of agent for service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Title of Amount to Proposed Maximum Proposed Maximum
Securities to be Be Offering Price Aggregate Amount of
Registered Registered(1)(2) Per Share(3) Offering Price(3) Registration Fee(3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (Par Value $1.00
Per Share) (4) 20,000,000 $20.65625 $413,125,000 $125,189.00
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement registers additional shares of the Registrant's
common stock issuable pursuant to the same plan for which Registration
Statements No. 33-42229 and 333-64573 are currently effective. A
registration fee of $45,250 paid on August 9, 1991 with the original filing
to register 16,000,000 shares of Common Stock and $78,693 was paid on
September 29, 1998 with respect to an additional 10,000,000 shares.
Accordingly, pursuant to Instruction E of Form S-8, the registration fee is
being paid with respect to the additional securities only.
(2) Pursuant to Rule 416(a), this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may be
issuable by reason of the antidilution provisions of the Incentive Plan in
the event of stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and based on the average of the high and low prices
of the Common Stock on the New York Stock Exchange - Composite Tape on May
12, 2000 as reported in The Wall Street Journal.
(4) Includes related stock purchase rights under the Registrant's rights
agreement.
<PAGE> 2
INTRODUCTION
On August 12, 1991, Masco Corporation (the "Company" or "Registrant") filed
Registration Statement No. 33-42229 on Form S-8, registering 16,000,000 shares
of Company common stock, par value $1.00, as adjusted for a 100% stock split on
July 10, 1998, (the "Common Stock"), for issuance under the Masco Corporation
1991 Long Term Stock Incentive Plan (the "Plan"). On September 29, 1998, the
Registrant filed Registration Statement No. 333-64573 registering an additional
10,000,000 shares of Common Stock for issuance under the Plan. By this
Registration Statement, the Registrant increases the number of shares registered
under the Plan to 46,000,000. The contents of Registration Statements Nos.
33-42229 and 333-64573 are incorporated herein by reference.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.a Restated Certificate of Incorporation of the Company and
amendments thereto. (Incorporated by reference to the Exhibits
filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.)
4.b Bylaws of the Company, as amended. (Incorporated by reference
to the Exhibits filed with the Company's Annual Report on Form
10-K for the year ended December 31, 1998.)
4.c Rights Agreement dated as of December 6, 1995, between Masco
Corporation and The Bank of New York, as Rights Agent.
(Incorporated by reference to the Exhibits filed with the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995) and Amendment No. 1 to Rights Agreement
dated as of September 23, 1998. (Incorporated by reference to
the Exhibits filed with the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998.)
*5 Opinion of John R. Leekley.
*23.a Consent of PricewaterhouseCoopers LLP relating to the
financial statements and financial statement schedule of
the Company.
*23.b Consent of PricewaterhouseCoopers LLP relating to the
financial statements and financial statement schedule of
MascoTech, Inc.
*23.c Consent of John R. Leekley, which is included as part of
Exhibit 5.
*24 Power of Attorney, included on the Signatures page of this
Registration Statement on Form S-8.
2
<PAGE> 3
99.a Masco Corporation 1991 Long Term Stock Incentive Plan (amended
and restated July 10, 1998). (Incorporated by reference to the
Exhibits filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.)
*99.b Masco Corporation 1991 Long Term Stock Incentive Plan (amended
and restated May 17, 2000).
- ---------------
*Filed herewith.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor and the State of Michigan on this 18th day of
May, 2000.
MASCO CORPORATION
By /s/ Richard A. Manoogian
---------------------------
Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Manoogian and Eugene A. Gargaro, Jr.,
and each of them, his or her true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or would do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or his or their substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ Richard A. Manoogian Chairman of the Board May 18, 2000
- ------------------------------------- and Chief Executive Officer
Richard A. Manoogian
PRINCIPAL FINANCIAL OFFICER:
/s/ Richard G. Mosteller Senior Vice President- Finance May 18, 2000
- -------------------------------------
Richard G. Mosteller
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C> <C>
PRINCIPAL ACCOUNTING OFFICER:
/s/ Robert B. Rosowski Vice President- Controller May 18, 2000
- ------------------------ and Treasurer
Robert B. Rosowski
/s/ Raymond F. Kennedy President and Chief May 18, 2000
- ------------------------------ Operating Officer and Director
Raymond F. Kennedy
/s/ Thomas G. Denomme Director May 18, 2000
- ------------------------------
Thomas G. Denomme
/s/ Joseph L. Hudson, Jr. Director May 18, 2000
- ------------------------------
Joseph L. Hudson, Jr.
/s/ Verne G. Istock Director May 18, 2000
- ------------------------------
Verne G. Istock
/s/ Mary Ann Krey Director May 18, 2000
- ------------------------------
Mary Ann Krey
/s/ Wayne B. Lyon Director May 18, 2000
- ------------------------------
Wayne B. Lyon
/s/ John A. Morgan Director May 18, 2000
- ------------------------------
John A. Morgan
/s/ Arman Simone Director May 18, 2000
- ------------------------------
Arman Simone
/s/ Peter W. Stroh Director May 18, 2000
- ------------------------------
Peter W. Stroh
</TABLE>
5
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
<S> <C> <C>
4.a Restated Certificate of Incorporation of the Company and
amendments thereto. (Incorporated by reference to the Exhibits
filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998.)
4.b Bylaws of the Company, as amended. (Incorporated by reference
to the Exhibits filed with the Company's Annual Report on Form
10-K for the year ended December 31, 1998.)
4.c Rights Agreement dated as of December 6, 1995, between Masco Corporation
and The Bank of New York, as Rights Agent. (Incorporated by reference to
the Exhibits filed with the Company's Annual Report on Form 10-K for the
year ended December 31, 1995) and Amendment No. 1 to Rights Agreement
dated as of September 23, 1998. (Incorporated by reference to the Exhibits
filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.)
*5 Opinion of John R. Leekley.
*23.a Consent of PricewaterhouseCoopers LLP relating to the financial statements
and financial statement schedule of the Company.
*23.b Consent of PricewaterhouseCoopers LLP relating to the financial statements
and financial statement schedule of MascoTech, Inc.
*23.c Consent of John R. Leekley, which is included as part of Exhibit 5.
*24 Power of Attorney, included on the Signatures page of this Registration
Statement on Form S-8.
99.a Masco Corporation 1991 Long Term Stock Incentive Plan (amended
and restated July 10, 1998). (Incorporated by reference to the
Exhibits filed with the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.)
*99.b Masco Corporation 1991 Long Term Stock Incentive Plan (amended and
restated May 17, 2000).
</TABLE>
- ---------------
*Filed herewith.
6
<PAGE> 1
EXHIBIT 5
May 18, 2000
Masco Corporation
21001 Van Born Road
Taylor, MI 48180
RE: MASCO CORPORATION
REGISTRATION STATEMENT ON FORM S-8
1991 LONG TERM STOCK INCENTIVE PLAN
Dear Sirs:
I am acting as your counsel in connection with the Registration Statement
on Form S-8 under the Securities Act of 1933, as amended, registering an
aggregate of 20,000,000 shares of common stock, $1.00 par value (the "Shares"),
of Masco Corporation, a Delaware corporation (the "Company"), which may be
issued pursuant to the terms of the Company's 1991 Long Term Stock Incentive
Plan, as amended (the "Plan").
I or attorneys on my staff who report to me have examined and are familiar
with originals or copies, certified or otherwise identified to my satisfaction,
of such documents or corporate records as I have deemed necessary or advisable
for the purpose of this opinion. Based upon the foregoing I am of the opinion
that:
(1) The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware, with
corporate power under such laws to issue the Shares; and
(2) The Plan has been duly authorized by appropriate corporate action and
the Shares, when issued pursuant to further action by the Board of Directors of
the Company or an appropriate committee thereof and in accordance with the
provisions of the Plan, will be validly issued, fully paid and nonassessable
assuming that the exercise price of stock options is not less than par value and
that prior to awarding shares of restricted stock there is a determination by
the Company's Board of Directors that the Company has received consideration
having a value not less than the par value of the shares awarded.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-8.
Very truly yours,
/s/ John R. Leekley
John R. Leekley
Senior Vice President and
General Counsel
<PAGE> 1
EXHIBIT 23.a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 and related prospectus of our report dated February 16, 2000, on our
audits of the consolidated financial statements and financial statement schedule
of Masco Corporation and subsidiaries as of December 31, 1999 and 1998 and for
each of the three years in the period ended December 31, 1999, which report is
included in the Annual Report on Form 10-K of Masco Corporation for the fiscal
year ended December 31, 1999.
PRICEWATERHOUSECOOPERS LLP
Detroit, Michigan
May 18, 2000
<PAGE> 1
EXHIBIT 23.b
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 and related prospectus of our report dated February 25, 2000, on our
audits of the consolidated financial statements and financial statement schedule
of MascoTech, Inc. and subsidiaries as of December 31, 1999 and 1998 and for
each of the three years in the period ended December 31, 1999, which report is
included in the Annual Report on Form 10-K of Masco Corporation for the fiscal
year ended December 31, 1999.
PRICEWATERHOUSECOOPERS LLP
Detroit, Michigan
May 18, 2000
<PAGE> 1
EXHIBIT 99.b
MASCO CORPORATION
1991 LONG TERM STOCK INCENTIVE PLAN
(Amended and Restated May 17, 2000)
SECTION 1. PURPOSES
The purposes of the 1991 Long Term Stock Incentive Plan (the "Plan") are to
encourage selected employees of and consultants to Masco Corporation (the
"Company") and its Affiliates to acquire a proprietary interest in the Company
in order to create an increased incentive to contribute to the Company's future
success and prosperity, and enhance the ability of the Company and its
Affiliates to attract and retain exceptionally qualified individuals upon whom
the sustained progress, growth and profitability of the Company depend, thus
enhancing the value of the Company for the benefit of its stockholders.
SECTION 2. DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean any entity in which the Company's direct or
indirect equity interest is at least twenty percent, and any other entity in
which the Company has a significant direct or indirect equity interest, whether
more or less than twenty percent, as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Committee" shall mean a committee of the Company's directors
designated by the Board of Directors to administer the Plan and composed of not
less than two directors, each of whom is a "non-employee director" within the
meaning of Rule 16b-3.
(f) "Dividend Equivalent" shall mean any right granted under Section 6(e)
of the Plan.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(h) "Incentive Stock Option" shall mean an Option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code, or any successor provision thereto.
(i) "Non-Qualified Stock Option" shall mean an Option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.
(j) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.
(k) "Other Stock-Based Award" shall mean any right granted under Section
6(f) of the Plan.
(l) "Participant" shall mean an employee of or consultant to the Company or
any Affiliate or a director of the Company designated to be granted an Award
under the Plan.
(m) "Performance Award" shall mean any right granted under Section 6(d) of
the Plan.
-1-
<PAGE> 2
(n) "Prior Plans" shall mean the Company's 1988 Restricted Stock Incentive
Plan and 1988 Stock Option Plan.
(o) "Restricted Period" shall mean the period of time during which Awards
of Restricted Stock or Restricted Stock Units are subject to restrictions.
(p) "Restricted Stock" shall mean any Share granted under Section 6(c) of
the Plan.
(q) "Restricted Stock Unit" shall mean any right granted under Section 6(c)
of the Plan that is denominated in Shares.
(r) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act, or any successor rule or regulation.
(s) "Section 16" shall mean Section 16 of the Exchange Act, the rules and
regulations promulgated by the Securities and Exchange Commission thereunder, or
any successor provision, rule or regulation.
(t) "Shares" shall mean the Company's common stock, par value $1.00 per
share, and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4(c) of the Plan.
(u) "Stock Appreciation Right" shall mean any right granted under Section
6(b) of the Plan.
SECTION 3. ADMINISTRATION
The Committee shall administer the Plan, and subject to the terms of the
Plan and applicable law, the Committee's authority shall include without
limitation the power to:
(i) designate Participants;
(ii) determine the types of Awards to be granted;
(iii) determine the number of Shares to be covered by Awards and
any payments, rights or other matters to be calculated in connection
therewith;
(iv) determine the terms and conditions of Awards and amend the
terms and conditions of outstanding Awards;
(v) determine how, whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or canceled,
forfeited or suspended;
(vi) determine how, whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other
property and other amounts payable with respect to an Award shall be
deferred either automatically or at the election of the holder thereof
or of the Committee;
(vii) determine the methods or procedures for establishing the
fair market value of any property (including, without limitation, any
Shares or other securities) transferred, exchanged, given or received
with respect to the Plan or any Award;
(viii) prescribe and amend the forms of Award Agreements and other
instruments required under or advisable with respect to the Plan;
(ix) designate Options granted to key employees of the Company
or its subsidiaries as Incentive Stock Options;
-2-
<PAGE> 3
(x) interpret and administer the Plan, Award Agreements, Awards
and any contract, document, instrument or agreement relating thereto;
(xi) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for
the administration of the Plan;
(xii) decide all questions and settle all controversies and
disputes which may arise in connection with the Plan, Award Agreements
and Awards;
(xiii) delegate to directors of the Company the authority to
designate Participants and grant Awards, and to amend Awards granted
to Participants;
(xiv) make any other determination and take any other action that
the Committee deems necessary or desirable for the interpretation,
application and administration of the Plan, Award Agreements and
Awards.
All designations, determinations, interpretations and other decisions under
or with respect to the Plan, Award Agreements or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all persons, including the Company, Affiliates,
Participants, beneficiaries of Awards and stockholders of the Company.
SECTION 4. SHARES AVAILABLE FOR AWARDS
(a) Shares Available. Subject to adjustment as provided in Section 4(c):
The maximum number of Shares available for issuance in respect of
Awards made under the Plan on or after May 17, 2000 shall be 20,000,000 Shares
plus up to an additional 20,000,000 Shares to the extent Shares are acquired by
the Company, including Shares purchased in the open market, on or after May 17,
2000 in connection with awards made under the Plan, provided, however, that in
the event (i) an Award in respect of Shares under the Plan or the Prior Plans is
settled for cash or expires or is terminated unexercised as to any Shares
covered thereby, (ii) any Award under the Plan or the Prior Plans in respect of
shares is cancelled or forfeited for any reason without the delivery of Shares,
(iii) any Option or other Award granted is exercised through the surrender of
Shares, or (iv) tax obligations are satisfied through the surrender or
withholding of Shares, the number of Shares available for issuance in respect of
Awards under the Plan shall be increased by the number of Shares not delivered
in connection with any such Award or so surrendered or withheld. Not more than
20,000,000 shares may be awarded as incentive stock options on or after May 17,
2000. Subject to the foregoing, Shares may be made available from the authorized
but unissued Shares of the Company or from Shares reacquired by the Company,
including but not limited to Shares purchased in the open market.
(b) Individual Stock-Based Awards. Subject to adjustment as provided in
Section 4(c), no Participant may receive Options or Stock Appreciation Rights
under the Plan in any calendar year that relate to more than 2,000,000 Shares in
the aggregate; provided, however, that such number may be increased with respect
to any Participant by any Shares available for grant to such Participant in
accordance with this Paragraph 4(b) in any prior years that were not granted in
such prior year beginning on or after January 1, 2000. No provision of this
Paragraph 4(b) shall be construed as limiting the amount of any other
stock-based or cash-based Award which may be granted to any Participant.
(c) Adjustments. Upon the occurrence of any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property),
change in the capital or shares of capital stock, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or extraordinary transaction or event which affects
the Shares, then the Committee shall have the authority to make such adjustment,
if any, in such manner as it deems appropriate, in (i) the number and type of
Shares (or other securities or property) which thereafter may be made the
subject of Awards, (ii) outstanding Awards including without limitation
-3-
<PAGE> 4
the number and type of Shares (or other securities or property) subject thereto,
and (iii) the grant, purchase or exercise price with respect to outstanding
Awards and, if deemed appropriate, make provision for cash payments to the
holders of outstanding Awards; provided, however, that the number of Shares
subject to any Award denominated in Shares shall always be a whole number.
SECTION 5. ELIGIBILITY
Any employee of or consultant to the Company or any Affiliate, or any
director of the company, is eligible to be designated a Participant.
SECTION 6. AWARDS
(a) Options. The Committee is authorized to grant Options to Participants.
(i) Committee Determinations. Subject to the terms of the Plan,
the Committee shall determine:
(A) the purchase price per Share under each Option,
provided, however, that such price shall be not less than 100% of
the fair market value of the Shares underlying such Option on the
date of grant;
(B) the term of each Option; and
(C) the time or times at which an Option may be exercised,
in whole or in part, the method or methods by which and the form
or forms (including, without limitation, cash, Shares, other
Awards or other property, or any combination thereof, having a
fair market value on the exercise date equal to the relevant
exercise price) in which payment of the exercise price with
respect thereto may be made or deemed to have been made. The
terms of any Incentive Stock Option granted under the Plan shall
comply in all respects with the provisions of Section 422 of the
Code, or any successor provision thereto, and any regulations
promulgated thereunder.
Subject to the terms of the Plan, the Committee may impose such conditions
or restrictions on any Option as it deems appropriate.
(ii) Other Terms. Unless otherwise determined by the Committee:
(A) A Participant electing to exercise an Option shall give
written notice to the Company, as may be specified by the
Committee, of exercise of the Option and the number of Shares
elected for exercise, such notice to be accompanied by such
instruments or documents as may be required by the Committee, and
shall tender the purchase price of the Shares elected for
exercise.
(B) At the time of exercise of an Option payment in full in
cash or in Shares (that have been held by the Participant for at
least six months) or any combination thereof, at the option of
the Participant, shall be made for all Shares then being
purchased.
(C) The Company shall not be obligated to issue any Shares
unless and until:
(I) if the class of Shares at the time is listed upon
any stock exchange, the Shares to be issued have been
listed, or authorized to be added to the list upon official
notice of issuance, upon such exchange, and
(II) in the opinion of the Company's counsel there has
been compliance with applicable law in connection with the
issuance and delivery of Shares and such issuance shall have
been approved by the Company's counsel.
-4-
<PAGE> 5
Without limiting the generality of the foregoing, the Company may require
from the Participant such investment representation or such agreement, if any,
as the Company's counsel may consider necessary in order to comply with the
Securities Act of 1933 as then in effect, and may require that the Participant
agree that any sale of the Shares will be made only in such manner as shall be
in accordance with law and that the Participant will notify the Company of any
intent to make any disposition of the Shares whether by sale, gift or otherwise.
The Participant shall take any action reasonably requested by the Company in
such connection. A Participant shall have the rights of a stockholder only as
and when Shares have been actually issued to the Participant pursuant to the
Plan.
(D) If the employment of or consulting arrangement with a
Participant terminates for any reason (including termination by
reason of the fact that an entity is no longer an Affiliate)
other than the Participant's death, the Participant may
thereafter exercise the Option as provided below, except that the
Committee may terminate the unexercised portion of the Option
concurrently with or at any time following termination of the
employment or consulting arrangement (including termination of
employment upon a change of status from employee to consultant)
if it shall determine that the Participant has engaged in any
activity detrimental to the interests of the Company or an
Affiliate. If such termination is voluntary on the part of the
Participant, the Option may be exercised only within ten days
after the date of termination. If such termination is involuntary
on the part of the Participant, if an employee retires on or
after normal retirement date or if the employment or consulting
relationship is terminated by reason of permanent and total
disability, the Option may be exercised within three months after
the date of termination or retirement. For purposes of this
Paragraph (D), a Participant's employment or consulting
arrangement shall not be considered terminated (i) in the case of
approved sick leave or other bona fide leave of absence (not to
exceed one year), (ii) in the case of a transfer of employment or
the consulting arrangement among the Company and Affiliates, or
(iii) by virtue of a change of status from employee to consultant
or from consultant to employee, except as provided above.
(E) If a Participant dies at a time when entitled to
exercise an Option, then at any time or times within one year
after death such Option may be exercised, as to all or any of the
Shares which the Participant was entitled to purchase immediately
prior to death. The Company may decline to deliver Shares to a
designated beneficiary until it receives indemnity against claims
of third parties satisfactory to the Company. Except as so
exercised such Option shall expire at the end of such period.
(F) An Option may be exercised only if and to the extent
such Option was exercisable at the date of termination of
employment or the consulting arrangement, and an Option may not
be exercised at a time when the Option would not have been
exercisable had the employment or consulting arrangement
continued.
(iii) Restoration Options. The Committee may grant a Participant
the right to receive a restoration Option with respect to an Option or
any other stock option granted by the Company. Unless the Committee
shall otherwise determine, a restoration Option shall provide that the
underlying option must be exercised while the Participant is an
employee of or consultant to the Company or an Affiliate and the
number of Shares which are subject to a restoration Option shall not
exceed the number of whole Shares exchanged in payment for the
exercise of the original option.
(b) Stock Appreciation Rights. The Committee is authorized to grant Stock
Appreciation Rights to Participants. Subject to the terms of the Plan, a Stock
Appreciation Right granted under the Plan shall confer on the holder thereof a
right to receive, upon exercise thereof, the excess of (i) the fair market value
of one Share on the date of exercise or, if the Committee shall so determine in
the case of any such right other than one related to any Incentive Stock Option,
at any time during a specified period before or after the date of exercise over
(ii) the grant price of the right as specified by the Committee. Subject to the
terms of the Plan, the Committee shall determine the grant price, term, methods
of exercise and settlement and
-5-
<PAGE> 6
any other terms and conditions of any Stock Appreciation Right and may impose
such conditions or restrictions on the exercise of any Stock Appreciation Right
as it may deem appropriate.
(c) Restricted Stock and Restricted Stock Units.
(i) Issuance. The Committee is authorized to grant to
Participants Awards of Restricted Stock, which shall consist of
Shares, and Restricted Stock Units which shall give the Participant
the right to receive cash, other securities, other Awards or other
property, in each case subject to the termination of the Restricted
Period determined by the Committee.
(ii) Restrictions. The Restricted Period may differ among
Participants and may have different expiration dates with respect to
portions of Shares covered by the same Award. Subject to the terms of
the Plan, Awards of Restricted Stock and Restricted Stock Units shall
have such restrictions as the Committee may impose (including, without
limitation, limitations on the right to vote Restricted Stock or the
right to receive any dividend or other right or property), which
restrictions may lapse separately or in combination at such time or
times, in installments or otherwise. Unless the Committee shall
otherwise determine, any Shares or other securities distributed with
respect to Restricted Stock or which a Participant is otherwise
entitled to receive by reason of such Shares shall be subject to the
restrictions contained in the applicable Award Agreement. Subject to
the aforementioned restrictions and the provisions of the Plan,
Participants shall have all of the rights of a stockholder with
respect to Shares of Restricted Stock.
(iii) Registration. Restricted Stock granted under the Plan may
be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of
stock certificates.
(iv) Forfeiture. Except as otherwise determined by the
Committee:
(A) If the employment of or consulting arrangement with a
Participant terminates for any reason (including termination by
reason of the fact that any entity is no longer an Affiliate),
other than the Participant's death or permanent and total
disability or, in the case of an employee, retirement on or after
normal retirement date, all Shares of Restricted Stock
theretofore awarded to the Participant which are still subject to
restrictions shall upon such termination of employment or the
consulting relationship be forfeited and transferred back to the
Company. Notwithstanding the foregoing or Paragraph (C) below, if
a Participant continues to hold an Award of Restricted Stock
following termination of the employment or consulting arrangement
(including retirement and termination of employment upon a change
of status from employee to consultant), the Shares of Restricted
Stock which remain subject to restrictions shall nonetheless be
forfeited and transferred back to the Company if the Committee at
any time thereafter determines that the Participant has engaged
in any activity detrimental to the interests of the Company or an
Affiliate. For purposes of this Paragraph (A), a Participant's
employment or consulting arrangement shall not be considered
terminated (i) in the case of approved sick leave or other bona
fide leave of absence (not to exceed one year), (ii) in the case
of a transfer of employment or the consulting arrangement among
the Company and Affiliates, or (iii) by virtue of a change of
status from employee to consultant or from consultant to
employee, except as provided above.
(B) If a Participant ceases to be employed or retained by
the Company or an Affiliate by reason of death or permanent and
total disability or if following retirement a Participant
continues to have rights under an Award of Restricted Stock and
thereafter dies, the restrictions contained in the Award shall
lapse with respect to such Restricted Stock.
(C) If an employee ceases to be employed by the Company or
an Affiliate by reason of retirement on or after normal
retirement date, the restrictions contained in the Award of
Restricted Stock shall continue to lapse in the same manner as
though employment had not terminated.
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(D) At the expiration of the Restricted Period as to Shares
covered by an Award of Restricted Stock, the Company shall
deliver the Shares as to which the Restricted Period has expired,
as follows:
(1) if an assignment to a trust has been made in
accordance with Section 6(g)(iv)(B)(2)(c), to such trust; or
(2) if the Restricted Period has expired by reason of
death and a beneficiary has been designated in form approved
by the Company, to the beneficiary so designated; or
(3) in all other cases, to the Participant or the legal
representative of the Participant's estate.
(d) Performance Awards. The Committee is authorized to grant Performance
Awards to Participants. Subject to the terms of the Plan, a Performance Award
granted under the Plan (i) may be denominated or payable in cash, Shares
(including, without limitation, Restricted Stock), other securities, other
Awards, or other property and (ii) shall confer on the holder thereof rights
valued as determined by the Committee and payable to, or exercisable by, the
holder of the Performance Award, in whole or in part, upon the achievement of
such performance goals during such performance periods as the Committee shall
establish. Subject to the terms of the Plan, the performance goals to be
achieved during any performance period, the length of any performance period,
the amount of any Performance Award granted, the amount of any payment or
transfer to be made pursuant to any Performance Award and other terms and
conditions shall be determined by the Committee.
(e) Dividend Equivalents. The Committee is authorized to grant to
Participants Awards under which the holders thereof shall be entitled to receive
payments equivalent to dividends or interest with respect to a number of Shares
determined by the Committee, and the Committee may provide that such amounts (if
any) shall be deemed to have been reinvested in additional Shares or otherwise
reinvested. Subject to the terms of the Plan, such Awards may have such terms
and conditions as the Committee shall determine.
(f) Other Stock-Based Awards. The Committee is authorized to grant to
Participants such other Awards that are denominated or payable in, valued in
whole or in part by reference to or otherwise based on or related to Shares
(including, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purposes of the Plan,
provided, however, that such grants to persons who are subject to Section 16
must comply with the provisions of Rule 16b-3. Subject to the terms of the Plan,
the Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards or other property or any
combination thereof, as the Committee shall determine.
(g) General.
(i) No Cash Consideration for Awards. Awards may be granted for no
cash consideration or for such minimal cash consideration as may be
required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in
tandem with or in substitution for any other Award or any award granted
under any other plan of the Company or any Affiliate. Awards granted in
addition to or in tandem with other Awards or in addition to or in tandem
with awards granted under another plan of the Company or any Affiliate, may
be granted either at the same time as or at a different time from the grant
of such other Awards or awards.
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<PAGE> 8
(iii) Forms of Payment Under Awards. Subject to the terms of the Plan
and of any applicable Award Agreement, payments or transfers to be made by
the Company or an Affiliate upon the grant, exercise, or payment of an
Award may be made in such form or forms as the Committee shall determine,
including, without limitation, cash, Shares, other securities, other
Awards, or other property, or any combination thereof, and may be made in a
single payment or transfer, in installments, or on a deferred basis, in
each case in accordance with rules and procedures established by the
Committee. Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments.
(iv) Limits on Transfer of Awards.
(A) Except as the Committee may otherwise determine, no Award or
right under any Award may be sold, encumbered, pledged, alienated,
attached, assigned or transferred in any manner and any attempt to do
any of the foregoing shall be void and unenforceable against the
Company.
(B) Notwithstanding the provisions of Paragraph (A) above:
(1) An Option may be transferred:
(a) to a beneficiary designated by the Participant in
writing on a form approved by the Committee;
(b) by will or the applicable laws of descent and
distribution to the personal representative, executor or
administrator of the Participant's estate; or
(c) to a revocable grantor trust established by the
Participant for the sole benefit of the Participant during
the Participant's life, and under the terms of which the
Participant is and remains the sole trustee until death or
physical or mental incapacity. Such assignment shall be
effected by a written instrument in form and content
satisfactory to the Committee, and the Participant shall
deliver to the Committee a true copy of the agreement or
other document evidencing such trust. If in the judgment of
the Committee the trust to which a Participant may attempt
to assign rights under such an Award does not meet the
criteria of a trust to which an assignment is permitted by
the terms hereof, or if after assignment, because of
amendment, by force of law or any other reason such trust no
longer meets such criteria, such attempted assignment shall
be void and may be disregarded by the Committee and the
Company and all rights to any such Options shall revert to
and remain solely in the Participant. Notwithstanding a
qualified assignment, the Participant, and not the trust to
which rights under such an Option may be as signed, for the
purpose of determining compensation arising by reason of the
Option shall continue to be considered an employee or
consultant, as the case may be, of the Company or an
Affiliate, but such trust and the Participant shall be bound
by all of the terms and conditions of the Award Agreement
and this Plan. Shares issued in the name of and delivered to
such trust shall be conclusively considered issuance and
delivery to the Participant.
(2) A Participant may assign or transfer rights under an
Award of Restricted Stock or Restricted Stock Units:
(a) to a beneficiary designated by the Participant in
writing on a form approved by the Committee;
(b) by will or the applicable laws of descent and
distribution to the personal representative, executor or
administrator of the Participant's estate; or
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<PAGE> 9
(c) to a revocable grantor trust established by the
Participant for the sole benefit of the Participant during
the Participant's life, and under the terms of which the
Participant is and remains the sole trustee until death or
physical or mental incapacity. Such assignment shall be
effected by a written instrument in form and content
satisfactory to the Committee, and the Participant shall
deliver to the Committee a true copy of the agreement or
other document evidencing such trust. If in the judgment of
the Committee the trust to which a Participant may attempt
to assign rights under such an Award does not meet the
criteria of a trust to which an assignment is permitted by
the terms hereof, or if after assignment, because of
amendment, by force of law or any other reason such trust no
longer meets such criteria, such attempted assignment shall
be void and may be disregarded by the Committee and the
Company and all rights to any such Awards shall revert to
and remain solely in the Participant. Notwithstanding a
qualified assignment, the Participant, and not the trust to
which rights under such an Award may be assigned, for the
purpose of determining compensation arising by reason of the
Award shall continue to be considered an employee or
consultant, as the case may be, of the Company or an
Affiliate, but such trust and the Participant shall be bound
by all of the terms and conditions of the Award Agreement
and this Plan. Shares issued in the name of and delivered to
such trust shall be conclusively considered issuance and
delivery to the Participant.
(3) The Committee shall not permit directors or officers of
the Company for purposes of Section 16 to transfer or assign
Awards except as permitted under Rule 16b-3.
(C) The Committee, the Company and its officers, agents and
employees may rely upon any beneficiary designation, assignment or
other instrument of transfer, copies of trust agreements and any other
documents delivered to them by or on behalf of the Participant which
they believe genuine and any action taken by them in reliance thereon
shall be conclusive and binding upon the Participant, the personal
representatives of the Participant's estate and all persons asserting
a claim based on an Award. The delivery by a Participant of a
beneficiary designation, or an assignment of rights under an Award as
permitted hereunder, shall constitute the Participant's irrevocable
undertaking to hold the Committee, the Company and its officers,
agents and employees harmless against claims, including any cost or
expense incurred in defending against claims, of any person (including
the Participant) which may be asserted or alleged to be based on an
Award subject to a beneficiary designation or an assignment. In
addition, the Company may decline to deliver Shares to a beneficiary
until it receives indemnity against claims of third parties
satisfactory to the Company.
(v) Share Certificates. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan
or the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Shares or
other securities are then listed and any applicable Federal or state
securities laws, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.
(vi) Change in Control.
(A) Notwithstanding any of the provisions of this Plan or
instruments evidencing Awards granted hereunder, upon a Change in
Control of the Company (as hereinafter defined) the vesting of all
rights of Participants under outstanding Awards shall be accelerated
and all restrictions thereon shall terminate in order that
Participants may fully realize the benefits thereunder. Such
acceleration shall include, without limitation, the immediate
exercisability in full of all Options and the termination of
restrictions on Restricted Stock and Restricted Stock Units. Further,
in addition to the Committee's authority set forth in Section 4(c),
the Committee, as constituted before such Change in Control, is
authorized, and has sole discretion, as to any Award, either at the
time such Award is made hereunder or any time thereafter, to take any
one or more of the following actions: (i) provide for the purchase of
any such Award, upon the Participant's request,
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<PAGE> 10
for an amount of cash equal to the amount that could have been
attained upon the exercise of such Award or realization of the
Participant's rights had such Award been currently exercisable or
payable; (ii) make such adjustment to any such Award then outstanding
as the Committee deems appropriate to reflect such Change in Control;
and (iii) cause any such Award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation
after such Change in Control.
(B) With respect to any Award granted hereunder prior to December
6, 1995, a Change in Control shall occur if:
(1) any "person" or "group of persons" as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act, other than
pursuant to a transaction or agreement previously approved by the
Board of Directors of the Company, directly or indirectly
purchases or otherwise becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act) or has the right to acquire
such beneficial ownership (whether or not such right is
exercisable immediately, with the passage of time, or subject to
any condition) of voting securities representing 25 percent or
more of the combined voting power of all outstanding voting
securities of the Company; or
(2) during any period of twenty-four consecutive calendar
months, the individuals who at the beginning of such period
constitute the Company's Board of Directors, and any new
directors whose election by such Board or nomination for election
by stockholders was approved by a vote of at least two-thirds of
the members of such Board who were either directors on such Board
at the beginning of the period or whose election or nomination
for election as directors was previously so approved, for any
reason cease to constitute at least a majority of the members
thereof.
(C) Notwithstanding the provisions of subparagraph (B), with
respect to Awards granted hereunder on or after December 6, 1995, a
Change in Control shall occur only if the event described in this
subparagraph (C) shall have occurred. With respect to any other Award
granted prior thereto, a Change in Control shall occur if any of the
events described in subparagraphs (B) or (C) shall have occurred,
unless the holder of any such Award shall have consented to the
application of this subparagraph (C) in lieu of the foregoing
subparagraph (B). A Change in Control for purposes of this
subparagraph (C) shall occur if, during any period of twenty-four
consecutive calendar months, the individuals who at the beginning of
such period constitute the Company's Board of Directors, and any new
directors (other than Excluded Directors, as hereinafter defined),
whose election by such Board or nomination for election by
stockholders was approved by a vote of at least two-thirds of the
members of such Board who were either directors on such Board at the
beginning of the period or whose election or nomination for election
as directors was previously so approved, for any reason cease to
constitute at least a majority of the members thereof. For purposes
hereof, "Excluded Directors" are directors whose election by the Board
or approval by the Board for stockholder election occurred within one
year of any "person" or "group of persons", as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act, commencing a tender
offer for, or becoming the beneficial owner of, voting securities
representing 25 percent or more of the combined voting power of all
outstanding voting securities of the Company, other than pursuant to a
tender offer approved by the Board prior to its commencement or
pursuant to stock acquisitions approved by the Board prior to their
representing 25 percent or more of such combined voting power.
(D) (1) In the event that subsequent to a Change in Control it is
determined that any payment or distribution by the Company to or for
the benefit of a Participant, whether paid or payable or distributed
or distributable pursuant to the terms of this Plan or otherwise,
other than any payment pursuant to this subparagraph (D) (a
"Payment"), would be subject to the excise tax imposed by Section 4999
of the Code or any interest or penalties with respect to such excise
tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then
such Participant shall be entitled to receive from the Company, within
15 days
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following the determination described in (2) below, an additional
payment ("Excise Tax Adjustment Payment") in an amount such that after
payment by such Participant of all applicable Federal, state and local
taxes (computed at the maximum marginal rates and including any
interest or penalties imposed with respect to such taxes), including
any Excise Tax, imposed upon the Excise Tax Adjustment Payment, such
Participant retains an amount of the Excise Tax Adjustment Payment
equal to the Excise Tax imposed upon the Payments.
(2) All determinations required to be made under this
Section 6(g)(vi)(D), including whether an Excise Tax Adjustment
Payment is required and the amount of such Excise Tax Adjustment
Payment, shall be made by PricewaterhouseCoopers LLP, or such
other national accounting firm as the Company, or, subsequent to
a Change in Control, the Company and the Participant jointly, may
designate, for purposes of the Excise Tax, which shall provide
detailed supporting calculations to the Company and the affected
Participant within 15 business days of the date of the applicable
Payment. Except as hereinafter provided, any determination by
PricewaterhouseCoopers LLP, or such other national accounting
firm, shall be binding upon the Company and the Participant. As a
result of the uncertainty in the application of Section 4999 of
the Code that may exist at the time of the initial determination
hereunder, it is possible that (x) certain Excise Tax Adjustment
Payments will not have been made by the Company which should have
been made (an "Underpayment"), or (y) certain Excise Tax
Adjustment Payments will have been made which should not have
been made (an "Overpayment"), consistent with the calculations
required to be made hereunder. In the event of an Underpayment,
such Underpayment shall be promptly paid by the Company to or for
the benefit of the affected Participant. In the event that the
Participant discovers that an Overpayment shall have occurred,
the amount thereof shall be promptly repaid to the Company.
(3) This Section 6(g)(vi)(D) shall not apply to any Award
(x) that was granted prior to February 17, 1993 and (y) the
holder of which is an executive officer of the Company, as
determined under the Exchange Act.
(vii) Cash Settlement. Notwithstanding any provision of this Plan or
of any Award Agreement to the contrary, any Award outstanding hereunder may
at any time be cancelled in the Committee's sole discretion upon payment of
the value of such Award to the holder thereof in cash or in another Award
hereunder, such value to be determined by the Committee in its sole
discretion.
(viii) Replacement Options. No outstanding option may be cancelled and
replaced with an option having a lower exercise price.
SECTION 7. AMENDMENT AND TERMINATION
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:
(a) Amendments to the Plan. The Board of Directors of the Company may amend
the Plan and the Board of Directors or the Committee may amend any outstanding
Award; provided, however, that (i) no Plan amendment shall be effective until
approved by stockholders of the Company insofar as stockholder approval thereof
is required in order for the Plan to continue to satisfy the conditions of Rule
16b-3, and (ii) without the consent of affected Participants no amendment of the
Plan or of any Award may impair the rights of Participants under outstanding
Awards, and (iii) no Option may be amended to reduce its initial exercise price
other than in connection with an event described in Section 4(c) hereof.
(b) Waivers. The Committee may waive any conditions or rights under any
Award theretofore granted, prospectively or retroactively, without the consent
of any Participant.
(c) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
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<PAGE> 12
described in Section 4(c) hereof) affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits to be made available under the
Plan.
(d) Correction of Defects, Omissions, and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
effectuate the Plan.
SECTION 8. GENERAL PROVISIONS
(a) No Rights to Awards. No Participant or other person shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Participants or holders or beneficiaries of Awards
under the Plan. The terms and conditions of Awards of the same type and the
determination of the Committee to grant a waiver or modification of any Award
and the terms and conditions thereof need not be the same with respect to each
Participant.
(b) Withholding. The Company or any Affiliate shall be authorized to
withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, Shares, other securities, other
Awards or other property) of withholding taxes due in respect of an Award, its
exercise or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Affiliate to satisfy all obligations for the payment of such taxes.
(c) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, including the grant of
options and other stock-based awards, and such arrangements may be either
generally applicable or applicable only in specific cases.
(d) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement
or other written agreement with the Participant.
(e) Governing Law. The validity, construction and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Michigan and applicable Federal law.
(f) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as
to any person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
person. To the extent that any person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.
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<PAGE> 13
(h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be cancelled, terminated or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 9. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of its approval by the Company's
stockholders.
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