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EXHIBIT 4
FIRST AMENDED AND RESTATED
TENET HEALTHCARE CORPORATION
1999 BROAD-BASED STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN.
The purpose of the 1999 Broad-Based Stock Incentive Plan of Tenet
Healthcare Corporation (the "Company") is to promote the interests of the
Company and its shareholders by strengthening the Company's ability to attract,
motivate and retain employees, advisors and consultants of training, experience
and ability, and to provide a means to encourage stock ownership and a
proprietary interest in the Company to officers and valued employees of the
Company and consultants and advisors to the Company upon whose judgment,
initiative, and efforts the financial success and growth of the business of the
Company depend. Executive Officers (as defined in Section 2 below) of the
Company are not eligible to participate in this Plan. This Plan is intended to
be a broad-based stock-based incentive plan under the rules of the New York
Stock Exchange.
2. DEFINITIONS.
(a) "Appreciation Right" means a right to receive an amount, representing
the difference between a price per share of Common Stock assigned on the date of
grant and the Fair Market Value of a share of Common Stock on the date of
exercise of such grant, payable in cash and/or Common Stock.
(b) "Board" means the Board of Directors of the Company.
(c) "Business Unit" means any division, group, subsidiary or other unit
within the Company which is designated by the Committee to constitute a Business
Unit.
(d) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(e) "Committee" means the Compensation and Stock Option Committee of the
Board, unless the Board appoints another committee to administer the Plan.
(f) "Common Stock" means the $0.075 par value Common Stock of the Company.
(g) "Company" means Tenet Healthcare Corporation, a Nevada corporation.
(h) "Eligible Person" means an Employee, advisor or consultant of the
Company or any of its present or future Business Units but shall not include a
director who is not an Employee of the Company or any employee who is an
"Officer" as defined in SEC Release No. 34-41479, File No. SR-NYSE-98 dated
June 4, 1999, as the same may be amended or superseded from time to time.
(i) "Employee" means any employee of the Company, or of any of its present
or future Business Units.
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(j) "Executive Officer" means a person required to file reports with the
Securities and Exchange Commission pursuant to Section 16, or any successor
provision, of the Exchange Act.
(k) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time or any successor statute.
(l) "Fair Market Value" means the closing price of a share of Common Stock
on the New York Stock Exchange on the date as of which fair market value is to
be determined or the actual sale price of the shares acquired upon exercise if
the shares are sold in a same day sale, or if no sales were made on such date,
the closing price of such shares on the New York Stock Exchange on the next
preceding date on which there were such sales.
(m) "Incentive Award" means an Option, Incentive Stock Award, Appreciation
Right, Performance Unit, Restricted Unit or cash bonus award granted under the
Plan.
(n) "Incentive Stock Award" means a right to the grant or purchase, at a
price determined by the Committee, of Common Stock of the Company which is
nontransferable and subject to substantial risk of forfeiture until specific
conditions are met. Such conditions will be determined by the Committee. An
Incentive Stock Award includes a Performance Unit paid in Common Stock of the
Company.
(o) "Option" means a nonqualified stock option.
(p) "Participant" means any Eligible Person selected to receive an
Incentive Award pursuant to Section 5.
(q) "Plan" means the 1999 Broad-Based Stock Incentive Plan as set forth
herein, as it may be amended from time to time.
(r) "Performance Criteria" means one or more of the following criteria
selected by, and as further defined by, the Committee to measure achievement of
performance goals:
(i) Income, either before or after income taxes, including or
excluding interest, depreciation and amortization, extraordinary items and
other material non-recurring gains or losses, discontinued operations, the
cumulative effect of changes in accounting policies and the effects of any
tax law changes;
(ii) Return on average equity, which shall be income calculated in
accordance with paragraph (i) above, divided by the average of
stockholders' equity as of the beginning and as of the end of the
applicable period;
(iii) Primary or fully diluted earnings per share of Common Stock,
which shall be income calculated in accordance with paragraph (i) above,
divided by the weighted average number of shares and share equivalents of
Common Stock;
(iv) Net cash provided by operating activities based upon income
calculated in accordance with paragraph (i) above;
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(v) Quality of service and/or patient care, measured by the extent to
which pre-set quality objectives are achieved by the Company or a Business
Unit; or
(vi) Any other performance criterion or criteria deemed appropriate by
the Company.
(s) "Performance Unit" means a grant made under Section 9 entitling a
Participant to a payment of Common Stock or cash at the end of a performance
period if certain conditions as may be established by the Committee are met.
(t) "Restricted Unit" means a grant made under Section 10 entitling a
Participant to a payment of cash or stock at the end of a vesting period
established by the Committee equivalent in value to the Fair Market Value of a
share of Common Stock with such limits as to maximum value, if any, as may be
established by the Committee.
3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
(a) Subject to the provisions of Section 3(c) and Section 12, the
aggregate number of shares of Common Stock that may be issued or transferred or
exercised pursuant to Incentive Awards under the Plan is 13,000,000 shares of
Common Stock.
(b) The shares of Common Stock to be delivered under the Plan will be made
available, at the discretion of the Board or the Committee, either from
authorized but unissued shares of Common Stock or from previously issued shares
of Common Stock reacquired by the Company, including shares purchased on the
open market.
(c) If any share of Common Stock that is the subject of an Incentive Award
is not issued or transferred and ceases to be issuable or transferable for any
reason, such share of Common Stock will no longer be charged against the
limitations provided for in Section 3(a) and may again be made subject to
Incentive Awards. However, shares as to which an Option has been surrendered in
connection with the exercise of a related Appreciation Right will not again be
available for the grant of any further Incentive Awards. Incentive Awards to the
extent they are paid out in cash and not in Common Stock shall not be applied
against the limitations provided for in Section 3(a).
4. ADMINISTRATION OF THE PLAN.
(a) The Plan will be administered by the Committee, which will consist of
two or more persons (i) who are not eligible to receive Incentive Awards under
the Plan, and (ii) who have not been eligible at any time within one year before
appointment to the Committee for selection as persons to whom Incentive Awards
may be granted pursuant to the Plan, or to whom shares may be allocated or
Options or Appreciation Rights may be granted pursuant to any other plan of the
Company or any of its Business Units entitling the participants therein to
acquire stock, appreciation rights, or options of the Company or any of its
present or future Business Units, except that this requirement shall not
prohibit any person from serving on the Committee solely by reason of the fact
that such person is eligible or may have been granted such rights under the
Company's Directors Stock Option Plan or the Director Restricted Share Plan.
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(b) The Committee has and may exercise such powers and authority of the
Board as may be necessary or appropriate for the Committee to carry out its
functions as described in the Plan. The Committee has authority in its
discretion to determine the Eligible Persons to whom, and the time or times at
which, Incentive Awards may be granted and the number of shares, units, or
Appreciation Rights subject to each Incentive Award. The Committee also has
authority to interpret the Plan, to make determinations as to whether a grantee
is permanently and totally disabled, and to determine the terms and provisions
of the respective Incentive Award agreements and to make all other
determinations necessary or advisable for Plan administration. The Committee has
authority to prescribe, amend, and rescind rules and regulations relating to the
Plan. All interpretations, determinations, and actions by the Committee will be
final, conclusive, and binding upon all parties.
(c) No member of the Board nor the Committee will be liable for any
action or determination made in good faith by the Board or the Committee with
respect to the Plan or any Incentive Award under it.
5. ELIGIBILITY.
All Employees of the Company, except Executive Officers, are eligible to
participate in the Plan. The Committee has authority, in its sole discretion, to
determine and designate from time to time those Eligible Persons who are to be
granted Incentive Awards, and the type and amount of Incentive Award to be
granted. Each Incentive Award will be evidenced by a written instrument and may
include any other terms and conditions consistent with the Plan, as the
Committee may determine.
6. TERMS AND CONDITIONS OF STOCK OPTIONS.
(a) The exercise price per share for each Option shall be determined by
the Committee and shall not be less than an amount allowed by applicable law.
(b) Options shall vest and may be exercised as determined by the Committee
but in no event may an Option be exercisable after 15 years from the date of
grant.
(c) Upon the exercise of an Option, the exercise price will be payable in
full in cash or, in the discretion of the Committee, by the assignment and
delivery to the Company of shares of Common Stock owned by the optionee
(including Common Stock subject to Incentive Stock Awards under the Plan); or in
the discretion of the Committee, by a promissory note secured by shares of
Common Stock bearing interest at a rate determined by the Committee; or by a
combination of any of the above. The exercise price may, in the discretion of
the Committee, also be paid by delivering a properly executed exercise notice
for such Option along with irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds necessary to fully
pay the purchase price and such other documents as the Committee may determine.
Any shares assigned and delivered to the Company in payment or partial payment
of the exercise price will be valued at the Fair Market Value on the exercise
date.
(d) No fractional shares will be issued pursuant to the exercise of an
Option nor will any cash payment be made in lieu of fractional shares.
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(e) With respect to the exercise of an Option under the Plan, the
Participant may, in the discretion of the Committee, receive a replacement
Option under the Plan to purchase a number of shares of Common Stock equal to
the number of shares of Common Stock, if any, which the Participant delivered on
exercise of the Option, with a purchase price equal to the Fair Market Value on
the exercise date and with a term extending to the expiration date of the
original Option.
(f) At the time a Participant exercises an Option, the Committee may grant
a cash bonus award in such amount as the Committee may determine. The Committee
may make such a determination at the time of grant or exercise. The cash bonus
award may be subject to any condition imposed by the Committee, including a
reservation of the right to revoke a cash bonus award at any time before it is
paid.
7. TERMS AND CONDITIONS OF APPRECIATION RIGHTS.
(a) An Appreciation Right may be granted in connection with an Option,
either at the time of grant or at any time thereafter during the term of the
Option.
(b) An Appreciation Right granted in connection with an Option will
entitle the holder, upon exercise, to surrender such Option or any portion
thereof to the extent unexercised, with respect to the number of shares as to
which such Appreciation Right is exercised, and to receive payment of an amount
computed pursuant to Section 7(d). Such Option will, to the extent and when
surrendered, cease to be exercisable.
(c) Subject to Section 7(i), an Appreciation Right granted in connection
with an Option hereunder will be exercisable to such time or times, and only to
the extent, that a related Option is exercisable, will expire no later than the
related Option expires and will not be transferable except to the extent that
such related Option may be transferable.
(d) Upon the exercise of an Appreciation Right granted in connection with
an Option, the holder will be entitled to receive payment of an amount
determined by multiplying:
(i) The difference obtained by subtracting the purchase price of a
share of Common Stock specified in the related Option from the Fair Market
Value of a share of Common Stock on the date of exercise of such
Appreciation Right, by
(ii) The number of shares as to which such Appreciation Right will
have been exercised.
(e) An Appreciation Right may be granted without relationship to an Option
and, in such case, will be exercisable as determined by the Committee, but in no
event after 15 years from the date of grant.
(f) An Appreciation Right granted without relationship to an Option will
entitle the holder, upon exercise of the Appreciation Right, to receive payment
of an amount determined by multiplying:
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(i) The difference obtained by subtracting the amount assigned to the
Appreciation Right by the Committee on the date of grant (which shall not
be less than the amount allowed by applicable law) from the Fair Market
Value of a share of Common Stock on the date of exercise of such
Appreciation Right, by
(ii) The number of shares as to which such Appreciation Right will
have been exercised.
(g) At the time of grant of an Appreciation Right, the Committee may
determine the maximum amount payable with respect to such Appreciation Right;
however, such maximum amount shall in no event be greater than the applicable
amount determined in accordance with Section 7(d) or 7(f).
(h) Payment of the amount determined under Section 7(d) or (f) may be made
solely in whole shares of Common Stock valued at their Fair Market Value on the
date of exercise of the Appreciation Right or alternatively, in the sole
discretion of the Committee, solely in cash or a combination of cash and shares
as the Committee deems advisable. If the Committee decides that payment may be
made in shares of Common Stock, and the amount payable results in a fractional
share, payment for the fractional share will be made in cash.
8. TERMS AND CONDITIONS OF INCENTIVE STOCK AWARDS.
(a) All shares of Incentive Stock Awards granted pursuant to the Plan will
be subject to the following conditions:
(i) The shares may not be transferred, assigned or subject to any
encumbrance, pledge or charge until the restrictions are removed or expire
or unless otherwise allowed by the Committee.
(ii) The Committee may require the Participant to enter into an escrow
agreement providing that the certificates representing Incentive Stock
Awards granted or sold pursuant to the Plan will remain in the physical
custody of an escrow holder until all restrictions are removed or expire.
(iii) Each certificate representing Incentive Stock Awards granted
pursuant to the Plan will bear a legend making appropriate reference to the
restrictions imposed.
(iv) The Committee may impose such conditions on any shares granted or
sold pursuant to the Plan as it may deem advisable, including, without
limitation, restrictions under the Securities Act of 1933, as amended,
under the requirements of any stock exchange upon which such shares of the
same class are then listed and under any blue sky or other securities laws
applicable to such shares.
(v) The Committee, in its sole discretion, may elect to settle all or
a portion of an Incentive Stock Award in cash in lieu of issuing shares of
Common Stock based on the Fair Market Value on the date of payment.
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(b) The restrictions imposed under subparagraph (a) above upon Incentive
Stock Awards will lapse in accordance with a schedule or other conditions as
determined by the Committee, subject to the provisions of Section 12(d) and
Section 14(e).
(c) Subject to the provisions of subparagraph (a) above and Section 14(e),
the holder will have all rights of a shareholder with respect to the Incentive
Stock Awards granted or sold, including the right to vote the shares and receive
all dividends and other distributions paid or made with respect thereto, unless
the Committee determines otherwise at the time the Incentive Stock Awards are
granted or sold.
9. TERMS AND CONDITIONS OF PERFORMANCE UNITS.
Performance Units, measured in whole or in part by the value of shares of
Common Stock, the performance of the Participant, the performance of the Company
or any Business Unit or any combination thereof, may be granted under the Plan.
Such incentives may be payable in Common Stock, cash or both, and shall be
subject to such restrictions and conditions, as the Committee shall determine.
At the time of a Performance Unit grant, the Committee shall determine, in its
sole discretion, one or more performance periods and performance goals to be
achieved during the applicable performance periods as well as a target payment
value for the Performance Unit or a range of payment values. No performance
period shall exceed 15 years from the date of the grant. The performance goals
applicable to a Performance Unit grant shall be based upon Performance Criteria
and may be subject to such later revisions as the Committee shall deem
appropriate to reflect significant unforeseen events such as changes in laws,
regulations or accounting practices, or unusual or nonrecurring items or
occurrences. At the end of the performance period, the Committee shall determine
the extent to which performance goals have been attained or a degree of
achievement between maximum and minimum levels in order to establish the level
of payment to be made, if any, and shall determine if payment is to be made in
the form of Common Stock or cash or both.
The Committee may provide that during a performance period a Participant
shall be paid a cash amount per Performance Unit in the same amount and at the
same time as a dividend on a share of Common Stock.
10. TERMS AND CONDITIONS OF RESTRICTED UNITS.
Restricted Units may be granted under the Plan based on past, current and
potential performance. Such Units shall be subject to such restrictions and
conditions as the Committee shall determine. At the time of a Restricted Unit
grant, the Committee shall determine, in its sole discretion, the vesting period
of the Units and the maximum value of the Units. No vesting period shall exceed
15 years from the date of the grant. A Restricted Unit grant may be made subject
to such later revisions as the Committee shall deem appropriate to reflect
significant unforeseen events such as changes in laws, regulations or accounting
practices, or unusual or nonrecurring items or occurrences. At the end of the
vesting period applicable to Restricted Units granted to a Participant, a cash
or stock amount equivalent in value to the Fair Market Value of one share of
Common Stock on the last day of the vesting period, subject to any maximum value
determined by the Committee at the time of grant, shall be paid with respect to
each such Restricted Unit to the Participant.
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During the vesting period for Restricted Units, the Committee may provide
that a Participant shall be paid with respect to each Restricted Unit, cash
amounts in the same amount and at the same time as a dividend on a share of
Common Stock.
11. LIMITS ON AWARDS
The maximum number of shares of Common Stock or stock units underlying (i)
Options and Appreciation Rights and/or (ii) Incentive Stock Awards, Performance
Units and Restricted Units, that may be granted to any Eligible Person under
this Plan or any other stock-based incentive plan of the Company during any
period of five consecutive fiscal years of the Company, beginning with fiscal
year 1996, shall not exceed an average number of 500,000 shares per year, either
individually or in the aggregate with respect to all such types of awards, with
such number of shares subject to adjustment on the same basis as provided in
Section 12. The maximum dollar amount of compensation in respect of Performance
Units and Restricted Units denominated in cash (rather than in Common Stock or
stock units) that may be paid to any Eligible Person under this Plan or any
other stock-based incentive plan of the Company during any fiscal year of the
Company shall not exceed $1,500,000.
12. ADJUSTMENT PROVISIONS.
(a) Subject to Section 12(b), if the outstanding shares of Common Stock of
the Company are increased, decreased, or exchanged for a different number or
kind of shares or other securities, or if additional shares or new or different
shares or other securities are distributed with respect to such shares of Common
Stock or other securities, through merger, consolidation, spin off, sale of all
or substantially all the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock, or
other securities, an appropriate and proportionate adjustment may be made in (i)
the maximum number and kind of shares provided in Section 3, (ii) the number and
kind of shares, units, or other securities subject to the then-outstanding
Incentive Awards, and (iii) the price for each share or other unit of any other
securities subject to then-outstanding Incentive Awards without change in the
aggregate purchase price or value as to which such Incentive Awards remain
exercisable or subject to restrictions.
(b) Despite the provisions of Section 12(a), upon dissolution or
liquidation of the Company or upon a reorganization, merger, or consolidation of
the Company with one or more corporations as a result of which the Company is
not the surviving corporation, or upon the sale of all or substantially all the
property of the Company, all Incentive Awards then outstanding under the Plan
will be fully vested and exercisable and all restrictions will immediately
cease, unless provisions are made in connection with such transaction for the
continuance of the Plan and the assumption or the substitution for such
Incentive Awards of new incentive awards covering the stock of a successor
employer corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices.
(c) Adjustments under Section 12(a) and 12(b) will be made by the
Committee, whose determination as to what adjustments will be made and the
extent thereof will be final, binding and conclusive. No fractional interest
will be issued under the Plan on account of any such adjustments.
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(d) In the event a Change of Control occurs or in the event that any
Person makes a filing under Sections 13(d) or 14(d) of the Exchange Act with
respect to the Company, the Committee may, in its sole discretion, without
obtaining shareholder approval, take any one or more of the following actions
with respect to all Eligible Persons and Participants:
(i) Accelerate the vesting dates of any outstanding Appreciation
Rights or Options, accelerate the vesting dates of outstanding Restricted
Units or Incentive Stock Awards or the performance period of outstanding
Performance Units, or make outstanding Performance Units fully payable;
(ii) Determine that all or any portion of conditions associated with
any Incentive Award have been met;
(iii) Grant a cash bonus award to any of the holders of outstanding
Options;
(iv) Grant Appreciation Rights to holders of outstanding Options;
(v) Pay cash to any or all Option holders in exchange for the
cancellation of their outstanding Options;
(vi) Make any other adjustments or amendments to the Plan and
outstanding Incentive Awards and substitute new Incentive Awards.
For purposes of this Section 12(d), the following definitions shall apply:
(A) A "Change in Control" of the Company shall have occurred when a
Person, alone or together with its Affiliates and Associates, becomes
the beneficial owner of 20% or more of the general voting power of the
Company.
(B) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.
(C) "Person" shall mean an individual, firm, corporation or other entity
or any successor to such entity, but "Person" shall not include the
Company, any subsidiary of the Company, any employee benefit plan or
employee stock plan of the Company, or any Person organized,
appointed, established or holding Voting Stock by, for or pursuant to
the terms of such a plan or any Person who acquires 20% or more of the
general voting power of the Company in a transaction or series of
transactions approved prior to such transaction or series of
transactions by the Board.
(D) "Voting Stock" shall mean shares of the Company's capital stock having
general voting power, with "voting power" meaning the power under
ordinary circumstances (and not merely upon the happening of a
contingency) to vote in the election of directors.
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13. GENERAL PROVISIONS.
(a) Nothing in the Plan or in any instrument executed pursuant to the Plan
will confer upon any Participant who is an Employee any right to continue in the
employ of the Company or any of its subsidiaries or affect the right of the
Company to terminate the employment of such Participant or terminate the
consulting or advisory services of any Participant at any time with or without
cause.
(b) No shares of Common Stock will be issued or transferred pursuant to an
Incentive Award unless and until all then-applicable requirements imposed by
federal and state securities and other laws, rules and regulations and by any
regulatory agencies having jurisdiction, and by any stock exchanges upon which
the Common Stock may be listed, have been fully met. As a condition precedent to
the issuance of shares pursuant to the grant or exercise of an Incentive Award,
the Company may require the Participant to take any reasonable action to meet
such requirements.
(c) No Participant and no beneficiary or other person claiming under or
through such Participant will have any right, title or interest in or to any
shares of Common Stock allocated or reserved under the Plan or subject to any
Incentive Award except as to such shares of Common Stock, if any, that have been
issued or transferred to such Participant.
(d) The Company shall have the right to deduct from any settlement,
including the delivery or vesting of Incentive Awards, made under the Plan any
federal, state or local taxes of any kind required by law to be withheld with
respect to such payments or take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.
With respect to any nonqualified stock Option, the Committee may, in its
discretion, permit the Participant to satisfy, in whole or in part, any tax
withholding obligation which may arise in connection with the exercise of the
nonqualified stock Option by electing to have the Company withhold shares of
Common Stock having a Fair Market Value equal to the amount of the tax
withholding.
(e) No Incentive Award and no right under the Plan, contingent or
otherwise, will be transferable, assignable or subject to any encumbrances,
pledge or charge of any nature except that, under such rules and regulations as
the Company may establish pursuant to the terms of the Plan, a beneficiary may
be designated with respect to an Incentive Award in the event of death of a
Participant. If such beneficiary is the executor or administrator of the estate
of the Participant, any rights with respect to such Incentive Award may be
transferred to the person or persons or entity (including a trust) entitled
thereto.
(f) The Company may make a loan to a Participant in connection with
(i) the exercise of an Option in an amount not to exceed the aggregate exercise
price of the Option being exercised and the amount of any federal and state
taxes payable in connection with such exercise for the purpose of assisting such
optionee to exercise such Option and (ii) an Incentive Stock Award or
Performance Unit paid in Common Stock in an amount not to exceed the amount of
any federal and state taxes payable upon expiration of any applicable forfeiture
provision, performance period or vesting period for the purpose of assisting the
holder of the Incentive Stock Award or Performance Unit to enjoy the rights
thereunder. Any such loan may be secured by shares of Common Stock or other
collateral deemed adequate by the Committee and will comply in all respects with
all applicable laws and regulations. The Committee may
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adopt policies regarding eligibility for such loans, the maximum amounts thereof
and any terms and conditions not specified in the Plan upon which such loans
will be made. Such loans will bear interest at a rate determined by the
Committee.
(g) The forms of Options and Appreciation Rights granted under the Plan
may contain such other provisions as the Committee may deem advisable.
14. AMENDMENT AND TERMINATION.
(a) The Board will have the power, in its discretion, to amend, suspend or
terminate the Plan at any time, subject to approval of the shareholders of the
Company to the extent necessary for compliance with Rule 16b-3 under the
Exchange Act or the rules of the New York Stock Exchange.
(b) The Committee may, with the consent of a Participant, make such
modifications in the terms and conditions of an Incentive Award agreement as it
deems advisable.
(c) No amendment, suspension or termination of the Plan will, without the
consent of the Participant, alter, terminate, impair or adversely affect any
right or obligation under any Incentive Award previously granted under the Plan.
(d) An Appreciation Right or an Option held by a person who was an
Employee at the time such Appreciation Right or Option was granted will expire
immediately if and when the Participant ceases to be an Employee, except as
follows:
(i) If the employment of an Employee is terminated by the Company
other than for cause, for which the Company will be the sole judge, then
each Appreciation Right and Option will expire three months thereafter,
except as otherwise determined by the Committee, unless by its terms it
expires sooner. During said period, the Appreciation Rights and Options may
be exercised in accordance with their terms, but only to the extent
exercisable on the date of termination of employment.
(ii) If the Employee retires at normal retirement age or retires with
the consent of the Company at an earlier date or becomes permanently and
totally disabled, as determined by the Committee, while employed by the
Company, the Appreciation Rights and Options of the Employee will be
exercisable and expire in accordance with their terms.
(iii) If an Employee dies while employed by the Company, the
Appreciation Rights and Options of the Employee will become fully
exercisable as of the date of death and will expire three years after the
date of death unless by their terms they expire sooner. If the Employee
dies or becomes permanently and totally disabled as determined by the
Committee within the three months referred to in subparagraph (i) above,
the Appreciation Rights and Options will become fully exercisable as of the
date of death or such permanent disability and will expire, in the case of
death, one year after the date of such death. In the case of permanent and
total disability such Options and Appreciation Rights will expire in
accordance with their terms. If the Employee dies or becomes permanently
and totally disabled as determined by the Committee
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subsequent to the time the Employee retires at normal retirement age or
retires with the consent of the Company at an earlier date, the
Appreciation Rights and Options will fully vest as of the date of death or
permanent and total disability and will expire, in the case of death, one
year after the date of death. In the case of permanent and total
disability, such Appreciation Rights and Options will expire in accordance
with their terms.
(e) In the event a holder of Incentive Stock Awards, Performance Units or
Restricted Units ceases to be an Employee, all such Incentive Stock Awards,
Performance Units or Restricted Units subject to restrictions at the time his or
her employment terminates will be returned to the Company unless the Committee
determines otherwise except as follows:
(i) In the event the holder of Incentive Stock Awards or Restricted
Units ceases to be an Employee due to death all such Incentive Stock Awards
or Restricted Units subject to restrictions at the time his or her
employment terminates will no longer be subject to said restrictions.
(ii) If an Employee retires at normal retirement age or retires with
the consent of the Company at an earlier date or becomes permanently and
totally disabled as determined by the Committee, all such Incentive Stock
Awards, Performance Units and Restricted Units will continue to vest over
the applicable vesting or performance period provided that during these
periods such Employee does not engage in or assist any business that the
Company, in its sole discretion, determines to be in competition with
businesses engaged in by the Company.
(iii) In the event a holder of Performance Units ceases to be an
Employee prior to the end of a performance period applicable thereto, the
Committee in its sole discretion shall determine whether to make any
payment to the Participant in respect of such Performance Unit and the
timing of such payment, if any.
(f) Without limiting the provisions of Section 14(d), the Committee may in
its sole discretion determine, (i) with respect to an Incentive Award, that any
Participant who is on leave of absence for any reason will be considered as
still in the employ of the Company, provided that rights to such Incentive Award
during a leave of absence will be limited to the extent to which such right was
earned or vested at the commencement of such leave of absence, or (ii) with
respect to any Appreciation Rights and Options of any Employee who is retiring
at normal retirement age or with the consent of the Company at an earlier age,
or of an Employee who becomes permanently and totally disabled as determined by
the Committee, that the Appreciation Rights and/or Options of such Employee will
accelerate and become fully exercisable on a date specified by the Committee
which is not later than the effective date of such Employee's retirement or on a
date specified by the Committee which is not later than the date that the
Employee becomes permanently and totally disabled as determined by the
Committee.
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15. EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.
This Plan, as amended hereby, will become effective upon adoption by the
Board. Unless previously terminated, the Plan will terminate on May 24, 2010
except with respect to Incentive Awards then outstanding.
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