SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10/A
(Amendment No. 1)
GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to
Section 12(b) or (g) of The Securities Act of 1934
INVESTORS TITLE COMPANY
(Exact name of registrant as specified in its charter)
North Carolina 56-1110199
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
121 North Columbia Street
Chapel Hill, North Carolina 27514
(Address of Principal Executive Offices) (Zip Code)
(919) 968-2200
(Registrant's telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be Name of each exchange on which
so registered: each class is to be registered:
Common Stock, no par value NASDAQ
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Investors Title Company (the "Company")
consists of 6,000,000 shares of common stock, no par value (the "Common Stock").
The following is a brief summary of the rights and restrictions relating to the
Common Stock.
Voting Rights
Holders of the Common Stock are entitled to one vote per share on all
matters submitted to a vote thereby, except for subsidiaries of the Company that
may own shares of Common Stock the voting rights of which are restricted by
North Carolina law.
The Company's Bylaws provide that the vote of the holders of a majority
of the shares voted on any matter at a meeting of shareholders at which a quorum
is present shall be the act of the shareholders on that matter, unless the vote
of a greater number is required by law or by the Company's Articles of
Incorporation or Bylaws. Shareholders do not have cumulative voting rights with
respect to the election of directors.
Dividend and Liquidation Rights
Holders of the Common Stock are entitled ratably, share for share, to
such dividends as may be declared by the Company's Board of Directors in its
sole discretion. Holders of the Common Stock are also entitled, upon liquidation
of the Company, to participate in the distribution of any corporate assets
remaining after payment of all debts.
Redemption, Sinking Fund, Preemptive Rights
The Common Stock is not subject to redemption, nor does the Company
have a sinking fund with respect thereto. Holders of the Common Stock do not
have any preemptive rights.
Certain Provisions of the Company's Articles of Incorporation and Bylaws
The Company's Bylaws provide that the Board of Directors shall be
divided into three classes, each class to serve a staggered three-year term.
The Company's Articles of Incorporation provide that, unless approved
by the affirmative vote of at least 75% of the Company's entire Board of
Directors, the affirmative vote of the holders of at least 80% of the
outstanding shares of all classes of the Company's stock is required to approve
certain major corporate transactions involving the Company, including (i) an
agreement for the merger or consolidation of the Company or any subsidiary with
another person, firm, corporation or other entity, (ii) any sale, lease,
exchange, mortgage, pledge or other disposition of all or substantially all of
the property and assets of the Company or any subsidiary,
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(iii) any sale, exchange or other disposition of all or substantially all of the
property and assets of the Company or any subsidiary in exchange for the shares
of another corporation, (iv) the issuance or transfer by the Company of any
securities of the Company in exchange for the securities of any other
corporation or (v) a plan of liquidation or dissolution of the Company or any
subsidiary.
The Company's Articles of Incorporation further provide that, unless
approved by the affirmative vote of at least 75% of the Company's entire Board
of Directors, the affirmative vote of the holders of at least 80% of the
outstanding shares of all classes of the Company's stock entitled to vote
thereon is required to approve certain major corporate transactions involving
the Company and an Affiliate, including (i) any merger or consolidation of the
Company or any subsidiary with an Affiliate, (ii) any sale, lease, exchange,
mortgage, pledge or other disposition of a substantial part of the assets of the
Company or any subsidiary to an Affiliate, (iii) the issuance by the Company or
any subsidiary of any securities of the Company or any subsidiary in exchange or
payment for the securities or assets of any Affiliate or (iv) any
recapitalization or reclassification or shares of the Company or any merger or
consolidation of the Company with any subsidiary which will have the effect,
directly or indirectly, of increasing the proportionate share of the outstanding
shares of the Company or any subsidiary owned of record or beneficially by any
Affiliate. Even if the appropriate shareholder approval is obtained, the
Articles of Incorporation provide that the foregoing transactions may not be
consummated unless each of the shareholders who did not vote to approve such
transaction shall have notified the Company that he dissents from the
transaction and elects to receive for his shares the value per share provided in
the Articles of Incorporation, and each such shareholder shall have received
cash equal to such value. The foregoing provision of the Company's Articles of
Incorporation operates in addition to any rights of dissent and appraisal
otherwise provided by applicable law.
For purposes of the foregoing paragraph, an "Affiliate" is any person,
corporation or entity which owns, or record or beneficially, directly or
indirectly (including the right to acquire pursuant to any agreement or upon
exercise of conversion rights, warrants or options or otherwise), more than five
percent (5%) of the Company's outstanding voting securities.
In addition, the Company's Articles of Incorporation provide that the
written request of the holders of at least 80% of the total voting power of the
shares of the Company's stock entitled to vote thereon is required to call a
special meeting of shareholders.
The Company's Articles of Incorporation and Bylaws both provide that
the affirmative vote of the holders of at least 80% of the outstanding shares of
all classes of the Company's stock entitled to vote thereon is required (i) to
amend, alter or repeal any provision of the Company's Articles of Incorporation
or Bylaws, unless such amendment, alteration or repeal shall have been approved
by the affirmative vote of at least 75% of the Company's entire Board of
Directors, in which case such amendment, alteration or repeal may be affected by
approval of a majority of the outstanding shares of the Company's stock entitled
to vote thereon, and (ii) to remove from office any or all of the Company's
Board of Directors; provided, however, that if such removal shall
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have been recommended by at least 75% of the Company's entire Board of
Directors, such removal may be affected by approval of a majority of the
outstanding shares of the Company's stock entitled to vote thereon, or, if
removal shall be approved by the affirmative vote of at least 75% of the
Company's entire Board of Directors, by no shareholder action at all.
The foregoing provisions could have the effect of acting as an
anti-takeover device to delay or prevent a change of control of the Company.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chapel Hill, State of North Carolina, on August 11,
1997.
INVESTORS TITLE COMPANY
By: /s/ James A. Fine, Jr.
James A. Fine, Jr.
President
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EXHIBITS
Index to Exhibits
Exhibit
No. Description
*3(a) Articles of Incorporation of the Registrant, filed as Exhibit
1 to the Registrant's Form 10 dated March 27, 1984.
*3(b) Bylaws of the Registrant, filed as Exhibit 2 to the
Registrant's Form 10 dated March 27, 1984, as amended by
Amendment to Bylaws of Registrant, filed as Exhibit 3(a)(iii)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
4 Specimen certificate of the Registrant's common stock.
*10(a) 1988 Incentive Stock Option Plan, filed as Exhibit 10 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989.
*10(b) 1993 Incentive Stock Option Plan, filed as Exhibit 10 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
*10(c) 1993 Incentive Stock Option Plan - W. Morris Fine, filed as
Exhibit 10 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.
*10(d) Employment Agreement with J. Allen Fine, filed as Exhibit 10
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1985.
*10(e) Form of Incentive Stock Agreement under 1993 Incentive Stock
Option Plans, filed as Exhibit 10(v) to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
*10(f) Form of Amendment dated November 8, 1994 to Stock Option
Agreement dated as of November 13, 1989, filed as Exhibit
10(vi) to Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
*10(g) Form of Stock Option Agreement dated November 13, 1989, filed
as Exhibit 10(vii) to Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995.
10(h) 1997 Stock Option and Restricted Stock Plan.
*21 Subsidiaries of the Registrant, filed as Exhibit 21 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
* Incorporated by reference to the statement or report indicated.
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NUMBER SHARES
(logo)
Investors Title Company
Chapel Hill, N.C.
INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA
CUSIP 461804 10 6 SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS IS TO CERTIFY THAT
SPECIMEN
IS THE OWNER OF
COUNTERSIGNED:
BY
FULLY PAID AND NON-ASSESSABLE SHARES OF THE NO PAR VALUE COMMON STOCK OF
INVESTORS TITLE COMPANY transferable on the books of the Corporation in person
or by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate shall not be valid until countersigned by the
Transfer Agent. Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated
AUTHORIZED SIGNATURE
(Signature Illegible) (Signature Illegible)
SECRETARY PRESIDENT
INVESTORS TITLE COMPANY
SEAL
1973
CHAPEL HILL, N.C.
(C)S:C.B.Co.
(c) SECURITY-COLUMBIAN
UNITED STATES BANKNOTE CORPORATION
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM- as tenants in common UNIF GIFT MIN ACT-....................Custodian....................
TEN ENT-as tenants by the entireties (Cust) (Minor)
JT Ten-as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act........................
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received,_________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
_______________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_____________________________________
- ------------------------------------------------------------
NOTICE:
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Exhibit 10(h)
INVESTORS TITLE COMPANY
1997 STOCK OPTION AND RESTRICTED STOCK PLAN
ARTICLE I
GENERAL PROVISIONS
1. Purpose. This 1997 Stock Option and Restricted Stock Plan (the
"Plan") of Investor's Title Company and its subsidiaries (the "Company") is
intended to induce those persons who are in a position to contribute materially
to the success of the Company to remain with the Company, to offer them rewards
in recognition of their contributions to the Company and to offer them
incentives to continue to promote the Company's best interests.
2. Elements of the Plan. The Plan provides for the grant of stock
options pursuant to Article II of the Plan ("Options") and restricted stock
awards pursuant to Article III of the Plan ("Restricted Stock Awards"). Each
Option granted pursuant to the Plan shall be designated as provided in Article
II as either an Incentive Stock Option or a Nonqualified Stock Option. Incentive
Stock Options granted under the Plan are intended to qualify as such under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
shall be construed and interpreted to comply with the requirements of that
section and any regulations promulgated thereunder.
3. Administration. The Plan shall be administered by an option
committee (the "Committee") appointed by the Board of Directors of the Company
(the "Board"). The Committee shall be comprised of at least two members of the
Board, none of whom shall be a current employee of the Company, a former
employee of the Company that receives compensation for prior services rendered
during the taxable year, an individual receiving direct or indirect remuneration
from the Company, within the meaning of Section 162(m) of the Code and any
regulations promulgated thereunder, in any capacity other than as a director, or
a former or current officer of the Company. The Board from time to time may
appoint members of the Committee in substitution for or in addition to members
previously appointed, and may fill vacancies in the Committee, however caused.
Any action by the Committee shall be taken by majority vote at a meeting thereof
called in accordance with procedures adopted thereby, or by unanimous written
consent of the Committee. No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option or Restricted Stock Award granted thereunder. In addition,
directors or former directors of the Company, including members or former
members of the Committee, shall be entitled to indemnification by the Company to
the extent permitted by applicable law and by the Company's Articles of
Incorporation or Bylaws with respect to any liability or expense arising out of
such person's participation in the administration of this Plan.
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4. Authority of Committee.
(a) Subject to the other provisions of this Plan, the
Committee shall have sole authority in its absolute discretion: to grant Options
and Restricted Stock Awards under the Plan; to determine the number of shares
subject to any Option or Restricted Stock Award under the Plan; to fix the
option price and the duration of each Option; to establish corporate or
individual performance or other vesting standards for Options or Restricted
Stock Awards; to establish any other terms and conditions of Options and
Restricted Stock Awards; and to accelerate the time at which any outstanding
Option may be exercised or the time when restrictions and conditions on
Restricted Stock Awards will lapse.
(b) Subject to the other provisions of this Plan, and with a
view to effecting its purpose, the Committee shall have sole authority in its
absolute discretion: to construe and interpret the Plan; to prescribe, amend,
and rescind rules and regulations relating to the Plan; to make any other
determinations relating to the Plan; and to do everything necessary or advisable
to administer the Plan.
(c) All decisions, determinations, and interpretations made by
the Committee shall be binding and conclusive on all optionees and holders of
Restricted Stock and on their legal representatives, heirs and beneficiaries.
5. Shares Subject to the Plan; Reservation of Shares. The maximum
aggregate number of shares of common stock of the Company available pursuant to
the Plan for the grant of Options and for Restricted Stock Awards, subject to
adjustments as provided in Section 7 of this Article I, shall be 250,000 shares
of the Company's common stock, no par value (the "Common Stock"). The total
number of shares that may be issued to any one Optionee pursuant to options
granted under the Plan shall not exceed an aggregate of 50,000 shares of Common
Stock. If any Option granted pursuant to the Plan expires or terminates for any
reason before it has been exercised in full, the unpurchased shares subject to
that Option shall again be available for the purposes of the Plan. If any shares
issued pursuant to a Restricted Stock Award are forfeited, they shall again be
available for the purposes of the Plan. The Company shall at all times reserve
and keep available such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Plan.
6. Eligibility. Options and Restricted Stock Awards may be granted
under the Plan to such key employees (including statutory employees within the
meaning of Section 3121(d)(3) of the Code), officers or directors of the
Company, whether or not employees, as the Committee shall select from time to
time in its discretion. Incentive Stock Options, however, may be granted under
the Plan only to key employees of the Company who qualify for the grant of an
Incentive Stock Option under Section 422 of the Code.
7. Adjustments. If the shares of Common Stock of the Company are
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities
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through merger, consolidation, combination, exchange of shares, other
reorganization, recapitalization, reclassification, stock dividend, stock split
or reverse stock split in which the Company is the surviving entity, an
appropriate and proportionate adjustment shall be made in the maximum number and
kind of shares as to which Options and Restricted Stock Awards may be granted
under this Plan. A corresponding adjustment changing the number or kind of
shares allocated to unexercised Options or unvested Restricted Stock Awards that
shall have been granted prior to any such change shall likewise be made. Any
such adjustment in outstanding Options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of any such
Option, but with a corresponding adjustment in the price for each share covered
by the Option, and shall be made in a manner as not to constitute a
modification, within the meaning of Section 424(h) of the Code, of outstanding
Incentive Stock Options. In making any adjustment pursuant to this Section 7,
any fractional shares shall be disregarded.
In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be Common Stock within the meaning of the Plan.
The grant of an Option or a Restricted Stock Award under the Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes in its capital or business
structure.
ARTICLE II
STOCK OPTIONS
Options granted pursuant to the Plan that are intended to qualify as
"incentive stock options" under Section 422 of the Code shall be designated as
such at the time of their grant and are referred to herein as Incentive Stock
Options. Options not intended to qualify as Incentive Stock Options are referred
to herein as Nonqualified Stock Options and shall be designated as such in the
applicable option agreement. Options granted hereunder shall be subject to the
terms, conditions and limitations set forth in Article I above and to the
following:
1. Terms and Conditions of Options. Options granted under the Plan
shall be evidenced by written agreements ("option agreements") in such form as
the Committee may from time to time approve. The terms and conditions of Options
granted under the Plan, including the satisfaction of corporate or individual
performance or other vesting standards, may differ one from another as the
Committee shall in its discretion determine, as long as all Options granted
under the Plan satisfy the following terms and conditions:
(a) Number of Shares; Designation. Each Option shall state the
number of shares of Common Stock to which it pertains and that it is either an
Incentive Stock Option or a Nonqualified Stock Option.
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(b) Option Price. Each Option shall state the option price,
which shall not be less than the fair market value (as hereinafter defined) per
share of the Common Stock at the time the option is granted (except that for
Incentive Stock Options granted to any employee who owns more than 10% of the
combined voting power of all classes of stock of the Company, the option price
shall not be less than 110% of fair market value). For the purpose of the Plan,
the "fair market value" per share of Common Stock on any date of reference shall
be the Closing Price of the Common Stock referred to in clauses (i), (ii) or
(iii) below, whichever appropriate, on the business day immediately preceding
such date. For this purpose, the Closing Price of the Common Stock on any
business day shall be: (i) if the Common Stock is listed or admitted for trading
on any United States national securities exchange, or if actual transactions are
otherwise reported on the National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or other consolidated
transaction reporting system, the last reported sale price of Common Stock on
such exchange or reporting system on which the Common Stock is principally
traded, as reported in any newspaper of general circulation; (ii) if clause (i)
is not applicable and the Common Stock is otherwise quoted on NASDAQ, or any
similar system of automated dissemination of quotations of securities prices in
common use, the mean between the closing high bid and low asked quotations for
the Common Stock on such system for such day; or (iii) if neither clause (i) or
(ii) is applicable, the mean between the high bid and low asked quotations for
the Common Stock as reported by the National Quotation Bureau, Incorporated if
at least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least five of the preceding ten days. If neither clause (i)
nor clauses (ii) or (iii) are applicable, "fair market value" per share of
Common Stock shall be such value as shall be determined by the Committee in its
sole discretion, unless the Committee shall identify a different method for
determining fair market value in a fair and uniform manner.
(c) Exercise of Options. Each Option shall be exercisable in
one or more installments during its term, as provided in the applicable Stock
Option agreement, and the right to exercise may be cumulative. No Option may be
exercised for a fraction of a share of Common Stock. Unless otherwise provided
in the option agreement, the purchase price of any shares purchased shall be
paid in full in cash or by certified or official bank check payable to the order
of the Company or, if permitted by the applicable option agreement, by shares of
Common Stock, or by a combination of cash, check, and (if permitted) shares of
Common Stock. If any portion of the purchase price is paid in shares of Common
Stock, those shares shall be valued at their fair market value as of the day of
delivery, as determined in accordance with Section 1(b) of this Article II. No
optionee, or optionee's executor, administrator, legatee, or distributee, shall
be deemed to be a holder of any shares subject to an option unless and until a
stock certificate or certificates for such are issued to such person(s) under
the terms of the Plan.
(d) Written Notice Required. An Option granted pursuant to the
terms of this Plan shall be exercised when written notice of that exercise,
stating the number of shares with respect to which the Option is being
exercised, has been given to the Company at its principal office, from the
person entitled to exercise the Option and full payment for the shares with
respect to which the Option is exercised has been received by the Company.
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(e) Options Not Transferable. Options granted pursuant to this
Plan may not be sold, pledged, assigned or transferred in any manner other than
by will or the laws of descent or distribution and may be exercised during the
lifetime of an optionee only by that optionee.
(f) Duration of Options. Each Option and all rights thereunder
granted pursuant to the terms of this Plan shall expire on the date specified in
the applicable option agreement, but in no event shall any Option expire later
than ten (10) years from the date on which the Option is granted; provided,
however, that any Incentive Stock Option granted to an employee who owns more
than 10% of the combined voting power of all classes of stock of the Company may
not be exercisable after the date five (5) years from the date the Option is
granted. In addition, each Option shall be subject to early termination as
provided in this Plan or the applicable option agreement.
(g) Termination of Employment, Disability or Death.
(i) If an optionee ceases to be employed by the
Company, or any parent or subsidiary corporation, for any reason other than
death or disability, any Option granted to such optionee that is unexercised
shall be terminated and forfeited; provided, however, that the applicable option
agreement may allow such Option to be exercised within a period not to exceed
three months after the date of termination of employment.
(ii) If an optionee becomes disabled within the
meaning of Section 22(e)(3) of the Code while employed by the Company, or any
parent or subsidiary corporation, the Option may be exercised at any time within
three months after the date of termination of employment due to disability,
unless a longer or shorter period is provided in the applicable option
agreement.
(iii) If an optionee dies while employed by the
Company, its parent or any subsidiary corporation, his Option shall expire one
year after the date of death, unless a longer or shorter period of exercise is
provided in the applicable option agreement. During this period, the Option may
be exercised, except as otherwise provided in the applicable option agreement,
by the person or persons to whom the optionee's rights under the Option shall
pass by will or by the laws of descent and distribution, but in no event may the
Option be exercisable more than ten years from the date of grant.
(iv) Unless otherwise provided in the applicable
option agreement, any Option that may be exercised for a period following
termination of the optionee's employment may be exercised only to the extent it
was exercisable immediately before such termination and in no event after the
Option would expire by its terms without regard to such termination.
(h) Reorganizations. If the Company shall be a party to any
merger or consolidation in which it is not the surviving entity or pursuant to
which the shareholders of the Company exchange their Common Stock, or if the
Company shall dissolve or liquidate or sell all or substantially all of its
assets, all Options outstanding under this Plan, unless otherwise provided in
the applicable option agreement, shall terminate on the effective date of such
merger,
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consolidation, dissolution, liquidation or sale; provided, however, that prior
to such effective date, the Committee may, in its discretion, make any or all
outstanding Options immediately exercisable, and may, with respect to Options
that are terminated as provided in this Section (h), (i) authorize a payment to
any optionee that approximates the economic benefit that he would realize if his
option were exercised immediately before such effective date, (ii) authorize a
payment in such other amount as it deems appropriate to compensate any optionee
for the termination of his Option, or (iii) arrange for the granting of a
substitute Option to any optionee.
2. Maximum Amount of Incentive Stock Options. The maximum aggregate
fair market value of Common Stock, determined as of the time the Incentive Stock
Option is granted, with respect to which Incentive Stock Options are exercisable
by an Optionee for the first time during any calendar year, under this Plan and
all other incentive stock option plans of the Company and any parent,
subsidiary, and predecessor corporations, shall not exceed $100,000.
ARTICLE III
RESTRICTED STOCK AWARDS
Restricted Stock Awards granted pursuant to this Article III shall be
subject to those terms, conditions and limitations set forth in Article I above
and to the following additional terms:
1. Grant of Restricted Shares. The Committee may cause the Company to
grant Restricted Stock Awards to eligible participants in such amounts as the
Committee, in its sole discretion, shall determine. Restricted Stock Awards may
be issued either alone or in addition to Options granted under the Plan.
2. Agreement. Each Restricted Stock Award shall be evidenced by a
written agreement in such form and containing such provisions not inconsistent
with the Plan as the Committee may from time to time approve. Each Restricted
Stock Award shall be effective as of the date so stated in the resolution of the
Committee making the award.
3. Restrictions and Conditions. Shares of Common Stock awarded under
this Article III shall be subject to such restrictions and conditions, if any,
as may be imposed by the Committee at the time of making the award. Such
restrictions and conditions may include, without limitation, the satisfaction of
specified performance criteria by the Company or by the grantee of the
Restricted Stock Award, or other vesting standards; provided, however, that no
award shall require any payment of cash consideration by the grantee.
Restrictions and conditions imposed on shares of Common Stock awarded under this
Article III may differ from one award to another as the Committee shall, in its
discretion, determine. Any restrictions and conditions shall lapse, in whole or
in part, as provided in the agreement evidencing the Restricted Stock Award, but
must lapse, if at all, not later than ten (10) years from the date of the award.
Shares with respect to which no restrictions or conditions are imposed
and shares with respect to which the restrictions and conditions imposed thereon
have lapsed are hereinafter
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referred to as "Unrestricted Shares." Shares with respect to which the
restrictions and conditions imposed thereon have not lapsed are hereinafter
referred to as "Restricted Shares."
4. Rights as a Shareholder. A holder of Unrestricted Shares shall have
all of the rights of a shareholder of the Company with respect thereto and shall
be entitled to receive a stock certificate evidencing such Unrestricted Shares.
Such certificate shall be issued without legend, except to the extent that a
legend may be necessary for compliance with applicable securities laws.
A holder of Restricted Shares shall be the record owner thereof and
shall, subject to the restrictions and conditions, have all of the rights of a
shareholder with respect thereto, including, but not limited to, the right to
receive all dividends paid on the Common Stock (ordinary or extraordinary,
whether in cash, securities or other property) and the right to vote the
Restricted Shares; provided, however, that each stock certificate evidencing
Restricted Shares shall bear a conspicuous legend stating that the shares
evidenced thereby are subject to restrictions as to transferability as provided
in Section 6 of this Article III and to such other restrictions and conditions
as have been imposed by the Committee, and each such certificate shall be
deposited by the Holder with the Company or its designee together with a stock
power endorsed in blank.
5. Forfeiture. Unless otherwise provided in the applicable Restricted
Stock Award agreement, upon termination of the grantee's employment with the
Company or any of its subsidiaries for any reason whatsoever (voluntarily or
involuntarily, with or without cause), all Restricted Shares then owned by him
shall automatically and without any action on his part be forfeited and
transferred to the Company.
6. Transferability. Restricted Shares held by a grantee shall not be
subject to alienation, sale, transfer, assignment, pledge, attachment or
encumbrances of any kind, and any attempt to alienate, sell, transfer, assign,
pledge or otherwise encumber any Restricted Shares shall be void. In addition,
the Company may impose such restrictions on the transfer of Unrestricted Shares
as it deems necessary or desirable to assure compliance with all applicable
federal and state securities laws.
7. Adjustments. If there is a change in the Common Stock of the Company
as described in Article I, Section 7 of this Plan, any stock or other securities
or other property issued with respect to Restricted Shares shall be subject to
the same restrictions and conditions as are applicable to such Restricted
Shares, and the certificates or other evidence of such stock, securities or
other property, together with an appropriate stock power or power of attorney,
shall be delivered to the Company or its designee and held until such time as
the restrictions and conditions applicable thereto lapse or until the stock,
securities or other property is forfeited in accordance with the provisions of
this Article III.
If the Company shall be a party to any merger or consolidation in which
it is not the surviving company or pursuant to which the shareholders of the
Company exchange their Common Stock, or if the Company shall dissolve or
liquidate or sell all or substantially all of its assets, the Committee may, in
its discretion, cause all Restricted Stock Awards that are still subject to any
restrictions and conditions to become immediately vested in full on the
effective
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date of any such transaction, unless otherwise provided in the applicable
agreement evidencing such Restricted Stock Award.
ARTICLE IV
MISCELLANEOUS PROVISIONS
1. Tax Reimbursement Payments or Loans. In view of the federal and
state income tax savings expected to be realized by the Company upon exercise of
a Nonqualified Stock Option or the lapse of restrictions and conditions imposed
upon Restricted Shares, the Committee may, in its discretion, provide that the
Company will make a cash payment or a loan or a combination thereof to the
grantee of a Nonqualified Stock Option or the recipient of a Restricted Stock
Award (or his personal representatives or heirs) for the purpose of assisting
such optionee or grantee in the payment of personal income taxes arising from
such exercise or lapse of restrictions and conditions. The basis for determining
the amount and conditions of such cash payment or loan or combination thereof
and the terms and conditions of any such loan shall be specified in the
agreement pursuant to which the grant or award is made or may be subsequently
determined by the Committee. The Committee, in its discretion, may from time to
time forgive any such loan in whole or in part.
2. Tax Withholding. No optionee shall be entitled to issuance of a
stock certificate representing shares purchased upon exercise of a Nonqualified
Stock Option, and no grantee of a Restricted Stock Award shall be entitled to
issuance of a stock certificate evidencing Unrestricted Shares, until such
optionee or grantee has paid, or made arrangements for payment, to the Company
of an amount equal to the income and other taxes that the Company is required to
withhold from such person as a result of his exercise of a Nonqualified Stock
Option or his receipt of Unrestricted Shares. In addition, such amounts as the
Company is required to withhold by reason of any tax reimbursement payments made
pursuant to Section 1 of this Article IV may be deducted from such payments.
3. Employment. Nothing in the Plan or in any Option or Restricted Stock
Award shall confer upon any eligible employee any right to continued employment
by the Company, or limit in any way the right of the Company at any time to
terminate or alter the terms of that employment.
4. Effective Date of Plan. This Plan shall be effective March 10, 1997,
the date of adoption of the Plan by the Board of Directors of the Company,
subject to approval of the Plan by the shareholders of the Company by the
majority of the votes cast at a meeting at which a majority of the Company's
Common Stock is present either in person or by proxy held within 12 months of
the date of adoption of the Plan by the Board.
5. Termination and Amendment of Plan. The Plan may be terminated at any
time by the Board of Directors. Unless sooner terminated, the Plan shall
terminate on March 9, 2007. No Option or Restricted Stock Award shall be granted
under the Plan after the Plan is terminated. Subject to the limitation contained
in Section 7 of this Article IV, the Board of Directors may at any time amend or
revise the terms of the Plan, provided, however, that no amendment or revision
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shall (a) increase the maximum aggregate number of shares subject to this Plan,
except as permitted under Section 7 of Article I; (b) change the minimum
purchase price for shares subject to Options granted under the Plan; (c) extend
the maximum duration established under the Plan for any Option or for a
Restricted Stock Award; or (d) permit the granting of an Option or Restricted
Stock Award to anyone other than those individuals described in Section 6 of
Article I hereof.
6. Prior Rights and Obligations. No amendment, suspension, or
termination of the Plan shall, without the consent of the person who has
received an Option or Restricted Stock Award, alter or impair any of that
person's rights or obligations under any Option or Restricted Stock Award
granted under the Plan prior to such amendment, suspension, or termination.
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