APPENDIX A
AMENDMENT TO
1995 EQUITY INCENTIVE PLAN
The 1995 Equity Incentive Plan is amended to add the following two
additional Performance Goals and Section 9 of the Plan shall be amended by
deleting the existing Section 9 entirely and replacing it with a new Section 9
as follows:
"Operating Return on Invested Capital" means the Company's (i)
Operating Earnings (as shown on its audited financial statements for a Fiscal
Year) after income taxes, divided by (ii) average Long-term Debt plus average
Stockholders' Equity less average Cash and Cash Equivalents less average
Short-term Investments (all as shown on its audited financial statements for
such Fiscal Year).
"Total Return to Shareholders" means (i) the Fair Market Value of a
Share on the last day of a period minus the Fair Market Value of a Share on the
first day of the period plus all dividends paid on a Share during such period,
divided by (ii) the Fair Market Value of a Share on the first day of the period.
In addition, the terms "Operating Return on Invested Capital" and
"Total Return to Shareholders" shall be added to the definition of "Performance
Goals."
SECTION 9
DIRECTOR OPTIONS
The provisions of this Section 9 are applicable only to Options granted
to Nonemployee Directors. The provisions of Section 5 are applicable to Options
granted to Employees and Consultants (and to the extent provided in Section
9.2.6, to Director Options).
9.1 Granting of Options.
9.1.1 Nonemployee Director Grants.
(a) Each Nonemployee Director shall receive
an annual grant of Director Options to purchase 6,000 Shares.
(b) Each year, by written election made no later than
December 15, each Nonemployee Director may designate all or a
portion of his or her annual cash retainer for the following
year to be paid by the grant of Director Options. If a
Nonemployee Director so designates, such Nonemployee Director
shall receive Director Options to purchase that number of
Shares that equals the portion of the annual cash retainer so
designated divided by three/tenths (0.3) of the Fair Market
Value of a Share on the Grant Date, rounded to the next higher
multiple of ten.
(c) Each person who first becomes a Nonemployee
Director between January 1, 1998 and May 4, 2000 shall receive
a grant of a Director Option to purchase 5,000 shares on May
4, 2000; thereafter, each Nonemployee Director shall receive a
grant of a Director Option to purchase 6,000 Shares when such
Nonemployee Director is first elected or appointed a member of
the Board.
9.1.2 Employee Director Grants. Employee Directors shall
only receive Options in their capacity as Employees and not in their
capacity as Directors.
9.1.3 Grant Date. All Director Options issued under Section
9.1.1(a) and (b) shall be granted on the first day in each calendar
year that the Shares trade on a United States stock exchange or
inter-dealer quotation system, as designated by the Board. All Director
Options issued under Section 9.1.1(c) after May 4, 2000 shall be
granted on the effective date of such Nonemployee Director's election
or appointment.
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9.2.1 Option Agreement. Each Option granted pursuant to this
Section 9 shall be evidenced by a written stock option agreement which
shall be executed by the Optionee and the Company.
9.2.2 Exercise Price. The Exercise Price for the Shares
subject to each Option granted pursuant to this Section 9 shall be 100%
of the Fair Market Value of such Shares on the Grant Date.
9.2.3 Exercisability. Each Option granted pursuant to Section
9.1.1(a) or (c) shall become immediately exercisable on the first
anniversary of the Grant Date and each Option granted pursuant to
Section 9.1.1(b) shall become exercisable in 12 equal monthly
installments on the last day of each month in the calendar year in
which such Option is granted. Notwithstanding the preceding sentence,
whenever an optionee ceases to be a Director for any reason whatsoever,
any portion of his or her Options which are not exercisable at that
time shall lapse and shall not become exercisable thereafter.
9.2.4 Expiration of Options. Each Option shall terminate
upon the first to occur of the following events:
(a) The expiration of ten (10) years from the
Grant Date; or
(b) The expiration of one (1) year from the
date of the Optionee's termination of service as a Director
for any reason.
9.2.5 Not Incentive Stock Options. Options granted pursuant
to this Section 9 shall not be designated as Incentive Stock Options.
9.2.6 Other Terms. All provisions of this Plan not
inconsistent with this Section 9 shall apply to Options granted to
Nonemployee Directors; provided, however, that Section 5.2 (relating to
the Committee's discretion to set the terms and conditions of Options)
shall be inapplicable with respect to Nonemployee Directors.
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