<PAGE>
EXHIBIT 99.1
ANTIVIRALS INC.
1992 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of this Stock Incentive Plan (the "Plan")
is to enable ANTIVIRALS Inc. (the "Company") to attract and retain the services
of (1) selected employees, officers and directors of the Company or of any
subsidiary of the Company and (2) selected nonemployee agents, consultants,
advisors, persons involved in the sale or distribution of the Company's products
and independent contractors of the Company or any subsidiary.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided
below and in paragraph 14, the shares to be offered under the Plan shall consist
of Common Stock of the Company, and the total number of shares of Common Stock
that may be issued under the Plan shall not exceed 3,200,000 shares. The shares
issued under the Plan may be authorized and unissued shares or reacquired
shares. If an option, stock appreciation right or performance unit granted
under the Plan expires, terminates or is cancelled, the unissued shares subject
to such option, stock appreciation right or performance unit shall again be
available under the Plan. If shares sold or awarded as a bonus under the Plan
are forfeited to the Company or repurchased by the Company, the number of shares
forfeited or repurchased shall again be available under the Plan.
3. EFFECTIVE DATE AND DURATION OF PLAN.
(a) EFFECTIVE DATE. The Plan shall become effective as of
June 3, 1992. No option, stock appreciation right or performance unit granted
under the Plan to an officer who is subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended (an "Officer") or a director shall become
exercisable, however, until the Plan is approved by the affirmative vote of the
holders of a majority of the shares of Common Stock represented at a
shareholders meeting at which a quorum is present and any such awards under the
Plan prior to such approval shall be conditioned on and subject to such
approval. Subject to this limitation, options, stock appreciation rights and
performance units may be granted and shares may be awarded as bonuses or sold
under the Plan at any time after the effective date and before termination of
the Plan.
(b) DURATION. The Plan shall continue in effect until all
shares available for issuance under the Plan have been issued and all
restrictions on such shares have lapsed. The Board of Directors may suspend or
terminate the Plan at any time except with respect to options, performance units
and shares subject to restrictions then outstanding under the Plan. Termination
shall not affect any outstanding options, any right of the Company to repurchase
shares or the forfeitability of shares issued under the Plan.
1
<PAGE>
4. ADMINISTRATION.
(a) BOARD OF DIRECTORS. The Plan shall be administered by the
Board of Directors of the Company, which shall determine and designate from time
to time the individuals to whom awards shall be made, the amount of the awards
and the other terms and conditions of the awards. Subject to the provisions of
the Plan, the Board of Directors may from time to time adopt and amend rules and
regulations relating to administration of the Plan, advance the lapse of any
waiting period, accelerate any exercise date, waive or modify any restriction
applicable to shares (except those restrictions imposed by law) and make all
other determinations in the judgment of the Board of Directors necessary or
desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the Board
of Directors shall be final and conclusive. The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any related agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect, and it shall be the sole and final judge of such
expediency.
(b) COMMITTEE. The Board of Directors may delegate to a
committee of the Board of Directors or specified officers of the Company, or
both (the "Committee") any or all authority for administration of the Plan. If
authority is delegated to a Committee, all references to the Board of Directors
in the Plan shall mean and relate to the Committee except (i) as otherwise
provided by the Board of Directors, (ii) that only the Board of Directors may
amend or terminate the Plan as provided in paragraphs 3 and 16 and (iii) that a
Committee including officers of the Company shall not be permitted to grant
options to persons who are officers of the Company. If awards are to be made
under the Plan to Officers or directors, authority for selection of Officers and
directors for participation and decisions concerning the timing, pricing and
amount of a grant or award, if not determined under a formula meeting the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, shall be delegated to a committee consisting of two or more
disinterested directors.
5. TYPES OF AWARDS; ELIGIBILITY. The Board of Directors may, from
time to time, take the following action, separately or in combination, under the
Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in
paragraphs 6(a) and 6(b); (ii) grant options other than Incentive Stock Options
("Non-Statutory Stock Options") as provided in paragraphs 6(a) and 6(c);
(iii) award stock bonuses as provided in paragraph 7; (iv) sell shares subject
to restrictions as provided in paragraph 8; (v) grant stock appreciation rights
as provided in paragraph 9; (vi) grant cash bonus rights as provided in
paragraph 10; (vii) grant performance units as provided in paragraph 11 and
(viii) grant foreign qualified awards as provided in paragraph 12. Any such
awards may be made to employees, including employees who are officers or
directors, and to other individuals described in paragraph 1 who the Board of
Directors believes have made or will make an important contribution to the
Company or any subsidiary of the Company; provided, however, that only employees
of the Company shall be eligible to receive Incentive Stock Options under the
Plan. The Board of Directors shall select the individuals to whom awards shall
be made and shall specify the action taken with respect to each individual to
whom an
2
<PAGE>
award is made. At the discretion of the Board of Directors, an individual
may be given an election to surrender an award in exchange for the grant of a
new award.
6. OPTION GRANTS.
(a) GENERAL RULES RELATING TO OPTIONS.
(i) TERMS OF GRANT. The Board of Directors may grant
options under the Plan. With respect to each option grant, the Board of
Directors shall determine the number of shares subject to the option, the option
price, the period of the option, the time or times at which the option may be
exercised and whether the option is an Incentive Stock Option or a Non-Statutory
Stock Option. At the time of the grant of an option or at any time thereafter,
the Board of Directors may provide that an optionee who exercised an option with
Common Stock of the Company shall automatically receive a new option to purchase
additional shares equal to the number of shares surrendered and may specify the
terms and conditions of such new options.
(ii) EXERCISE OF OPTIONS. Except as provided in
paragraph 6(a)(iv) or as determined by the Board of Directors, no option granted
under the Plan may be exercised unless at the time of such exercise the optionee
is employed by or in the service of the Company or any subsidiary of the Company
and shall have been so employed or provided such service continuously since the
date such option was granted. Absence on leave or on account of illness or
disability under rules established by the Board of Directors shall not, however,
be deemed an interruption of employment or service for this purpose. Unless
otherwise determined by the Board of Directors, vesting of options shall not
continue during an absence on leave (including an extended illness) or on
account of disability. Except as provided in paragraphs 6(a)(iv), 14 and 15,
options granted under the Plan may be exercised from time to time over the
period stated in each option in such amounts and at such times as shall be
prescribed by the Board of Directors, provided that options shall not be
exercised for fractional shares. Unless otherwise determined by the Board of
Directors, if the optionee does not exercise an option in any one year with
respect to the full number of shares to which the optionee is entitled in that
year, the optionee's rights shall be cumulative and the optionee may purchase
those shares in any subsequent year during the term of the option. Unless
otherwise determined by the Board of Directors, if an Officer exercises an
option within six months of the grant of the option, the shares acquired upon
exercise of the option may not be sold until six months after the date of grant
of the option.
(iii) NONTRANSFERABILITY. Each Incentive Stock Option
and, unless otherwise determined by the Board of Directors with respect to an
option granted to a person who is neither an Officer nor a director of the
Company, each other option granted under the Plan by its terms shall be
nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the optionee's domicile at the time of death or, for
options other than Incentive Stock Options, pursuant to a qualified domestic
relations order as defined under the Code or Title I of the Employee Retirement
Income Security Act.
3
<PAGE>
(iv) TERMINATION OF EMPLOYMENT OR SERVICE.
(A) GENERAL RULE. Unless otherwise determined by
the Board of Directors, in the event the employment or service of the
optionee with the Company or a subsidiary terminates for any reason
other than because of physical disability or death as provided in
subparagraphs 6(a)(iv)(B) and (C), the option may be exercised at any
time prior to the expiration date of the option or the expiration of
30 days after the date of such termination, whichever is the shorter
period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination.
(B) TERMINATION BECAUSE OF TOTAL DISABILITY. Unless
otherwise determined by the Board of Directors, in the event of the
termination of employment or service because of total disability,
the option may be exercised at any time prior to the expiration date
of the option or the expiration of 12 months after the date of such
termination, whichever is the shorter period, but only if and to the
extent the optionee was entitled to exercise the option at the date of
such termination. The term "total disability" means a mental or
physical impairment which is expected to result in death or which has
lasted or is expected to last for a continuous period of 12 months or
more and which causes the optionee to be unable, in the opinion of the
Company and two independent physicians, to perform his or her duties
as an employee, director, officer or consultant of the Company and to
be engaged in any substantial gainful activity. Total disability
shall be deemed to have occurred on the first day after the Company
and the two independent physicians have furnished their opinion of
total disability to the Company.
(C) TERMINATION BECAUSE OF DEATH. Unless
otherwise determined by the Board of Directors, in the event of the
death of an optionee while employed by or providing service to the
Company or a subsidiary, the option may be exercised at any time prior
to the expiration date of the option or the expiration of 12 months
after the date of death, whichever is the shorter period, but only if
and to the extent the optionee was entitled to exercise the option at
the date of death and only by the person or persons to whom such
optionee's rights under the option shall pass by the optionee's will
or by the laws of descent and distribution of the state or country of
domicile at the time of death.
(D) AMENDMENT OF EXERCISE PERIOD APPLICABLE TO
TERMINATION. The Board of Directors at the time of grant or at any
time thereafter, may extend the 30-day and 12-month exercise periods
any length of time not longer than the original expiration date of the
option, and may increase the portion of an option that is exercisable,
subject to such terms and conditions as the Board of Directors may
determine.
4
<PAGE>
(E) FAILURE TO EXERCISE OPTION. To the extent
that the option of any deceased optionee or of any optionee whose
employment or service terminates is not exercised within the
applicable period, all further rights to purchase shares pursuant to
such option shall cease and terminate.
(v) PURCHASE OF SHARES. Unless the Board of Directors
determines otherwise, shares may be acquired pursuant to an option granted under
the Plan only upon receipt by the Company of notice in writing from the optionee
of the optionee's intention to exercise, specifying the number of shares as to
which the optionee desires to exercise the option and the date on which the
optionee desires to complete the transaction, and if required in order to comply
with the Securities Act of 1933, as amended, containing a representation that it
is the optionee's present intention to acquire the shares for investment and not
with a view to distribution. Unless the Board of Directors determines
otherwise, on or before the date specified for completion of the purchase of
shares pursuant to an option, the optionee must have paid the Company the full
purchase price of such shares in cash (including, with the consent of the Board
of Directors, cash that may be the proceeds of a loan from the Company) or, with
the consent of the Board of Directors, in whole or in part, in Common Stock of
the Company valued at fair market value, restricted stock, performance units or
other contingent awards denominated in either stock or cash, promissory notes
and other forms of consideration. The fair market value of Common Stock
provided in payment of the purchase price shall be determined by the Board of
Directors. If the Common Stock of the Company is not publicly traded on the
date the option is exercised, the Board of Directors may consider any valuation
methods it deems appropriate and may but is not required to, obtain one or more
independent appraisals of the Company. If the Common Stock of the Company is
publicly traded on the date the option is exercised, the fair market value of
Common Stock provided in payment of the purchase price shall be the closing
price of the Common Stock as reported in THE WALL STREET JOURNAL on the trading
day preceding the date the option is exercised, or such other reported value of
the Common Stock as shall be specified by the Board of Directors. No shares
shall be issued until full payment for the shares has been made. With the
consent of the Board of Directors, an optionee may request the Company to apply
automatically the shares to be received upon the exercise of a portion of a
stock option (even though stock certificates have not yet been issued) to
satisfy the purchase price for additional portions of the option. Each optionee
who has exercised an option shall immediately upon notification of the amount
due, if any, pay to the Company in cash amounts necessary to satisfy any
applicable federal, state and local tax withholding requirements. If additional
withholding is or becomes required beyond any amount deposited before delivery
of the certificates, the optionee shall pay such amount to the Company on
demand. If the optionee fails to pay the amount demanded, the Company may
withhold that amount from other amounts payable by the Company to the optionee,
including salary, subject to applicable law. With the consent of the Board of
Directors an optionee may satisfy this obligation, in whole or in part, by
having the Company withhold from the shares to be issued upon the exercise that
number of shares that would satisfy the withholding amount due or by delivering
to the Company Common Stock to satisfy the withholding amount. Upon the
exercise of an option, the number of shares reserved for issuance under the Plan
shall be reduced by the number of shares issued upon exercise of the option.
5
<PAGE>
(b) INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be
subject to the following additional terms and conditions:
(i) LIMITATION ON AMOUNT OF GRANTS. No employee may be
granted Incentive Stock Options under the Plan if the aggregate fair market
value, on the date of grant, of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by that employee during any
calendar year under the Plan and under any other incentive stock option plan
(within the meaning of Section 422 of the Code) of the Company or any parent or
subsidiary of the Company exceeds $100,000.
(ii) LIMITATIONS ON GRANTS TO 10 PERCENT SHAREHOLDERS. An
Incentive Stock Option may be granted under the Plan to an employee possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or of any parent or subsidiary of the Company only if the option
price is at least 110 percent of the fair market value of the Common Stock
subject to the option on the date it is granted, as described in
paragraph 6(b)(iv), and the option by its terms is not exercisable after the
expiration of five years from the date it is granted.
(iii) DURATION OF OPTIONS. Subject to paragraphs 6(a)(ii)
and 6(b)(ii), Incentive Stock Options granted under the Plan shall continue
in effect for the period fixed by the Board of Directors, except that no
Incentive Stock Option shall be exercisable after the expiration of 10 years
from the date it is granted.
(iv) OPTION PRICE. The option price per share shall be
determined by the Board of Directors at the time of grant. Except as provided
in paragraph 6(b)(ii), the option price shall not be less than 100 percent of
the fair market value of the Common Stock covered by the Incentive Stock Option
at the date the option is granted. The fair market value shall be determined by
the Board of Directors. If the Common Stock of the Company is not publicly
traded on the date the option is granted, the Board of Directors may consider
any valuation methods it deems appropriate and may, but is not required to,
obtain one or more independent appraisals of the Company. If the Common Stock
of the Company is publicly traded on the date the option is exercised, the fair
market value shall be deemed to be the closing price of the Common Stock as
reported in THE WALL STREET JOURNAL on the day preceding the date the option is
granted, or if there has been no sale on that date, on the last preceding date
on which a sale occurred, or such other value of the Common Stock as shall be
specified by the Board of Directors.
(v) LIMITATION ON TIME OF GRANT. No Incentive Stock Option
shall be granted on or after the tenth anniversary of the effective date of the
Plan.
(vi) CONVERSION OF INCENTIVE STOCK OPTIONS. The Board of
Directors may at any time without the consent of the optionee convert an
Incentive Stock Option to a Non-Statutory Stock Option.
6
<PAGE>
(c) NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options
shall be subject to the following terms and conditions in addition to those set
forth in Section 6(a) above:
(i) OPTION PRICE. The option price for Non-Statutory Stock
Options shall be determined by the Board of Directors at the time of grant and
may be any amount determined by the Board of Directors.
(ii) DURATION OF OPTIONS. Non-Statutory Stock Options
granted under the Plan shall continue in effect for the period fixed by the
Board of Directors.
7. STOCK BONUSES. The Board of Directors may award shares under the
Plan as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions, and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with such other restrictions as may be
determined by the Board of Directors. If shares are subject to forfeiture, all
dividends or other distributions paid by the Company with respect to the shares
shall be retained by the Company until the shares are no longer subject to
forfeiture, at which time all accumulated amounts shall be paid to the
recipient. The Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the recipient to pay
any monetary consideration other than amounts necessary to satisfy tax
withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares awarded shall bear any legends required
by the Board of Directors. Unless otherwise determined by the Board of
Directors, shares awarded as a stock bonus to an Officer may not be sold until
six months after the date of the award. The Company may require any recipient
of a stock bonus to pay to the Company in cash upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If
the recipient fails to pay the amount demanded, the Company may withhold that
amount from other amounts payable by the Company to the recipient, including
salary or fees for services, subject to applicable law. With the consent of the
Board of Directors, a recipient may deliver Common Stock to the Company to
satisfy this withholding obligation. Upon the issuance of a stock bonus, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued.
8. RESTRICTED STOCK. The Board of Directors may issue shares under
the Plan for such consideration (including promissory notes and services) as
determined by the Board of Directors. Shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the shares issued,
together with such other restrictions as may be determined by the Board of
Directors. If shares are subject to forfeiture or repurchase by the Company,
all dividends or other distributions paid by the Company with respect to the
shares shall be retained by the Company until the shares are no longer subject
to forfeiture or repurchase, at which time all accumulated amounts shall be paid
to the recipient. All Common Stock issued pursuant to this paragraph 8 shall be
subject to a purchase agreement, which shall be executed by the Company and the
prospective recipient of
7
<PAGE>
the shares prior to the delivery of certificates representing such shares to
the recipient. The purchase agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of
Directors. The certificates representing the shares shall bear any legends
required by the Board of Directors. Unless otherwise determined by the Board
of Directors, shares issued under this paragraph 8 to an Officer may not be
sold until six months after the shares are issued. The Company may require
any purchaser of restricted stock to pay to the Company in cash upon demand
amounts necessary to satisfy any applicable federal, state or local tax
withholding requirements. If the purchaser fails to pay the amount demanded,
the Company may withhold that amount from other amounts payable by the
Company to the purchaser, including salary, subject to applicable law. With
the consent of the Board of Directors, a purchaser may deliver Common Stock
to the Company to satisfy this withholding obligation. Upon the issuance of
restricted stock, the number of shares reserved for issuance under the Plan
shall be reduced by the number of shares issued.
9. STOCK APPRECIATION RIGHTS.
(a) GRANT. Stock appreciation rights may be granted under the
Plan by the Board of Directors, subject to such rules, terms, and conditions as
the Board of Directors prescribes.
(b) EXERCISE.
(i) Each stock appreciation right shall entitle the holder,
upon exercise, to receive from the Company in exchange therefor an amount equal
in value to the excess of the fair market value on the date of exercise of one
share of Common Stock of the Company over its fair market value on the date of
grant (or, in the case of a stock appreciation right granted in connection with
an option, the excess of the fair market value of one share of Common Stock of
the Company over the option price per share under the option to which the stock
appreciation right relates), multiplied by the number of shares covered by the
stock appreciation right or the option, or portion thereof, that is surrendered.
No stock appreciation right shall be exercisable at a time that the amount
determined under this subparagraph is negative. Payment by the Company upon
exercise of a stock appreciation right may be made in Common Stock valued at
fair market value, in cash, or partly in Common Stock and partly in cash, all as
determined by the Board of Directors.
(ii) A stock appreciation right shall be exercisable only at
the time or times established by the Board of Directors. If a stock
appreciation right is granted in connection with an option, the following rules
shall apply: (1) the stock appreciation right shall be exercisable only to the
extent and on the same conditions that the related option could be exercised;
(2) upon exercise of the stock appreciation right, the option or portion thereof
to which the stock appreciation right relates terminates; and (3) upon exercise
of the option, the related stock appreciation right or portion thereof
terminates. Unless otherwise determined by the Board of Directors, no stock
appreciation right granted to an Officer or director may be exercised during the
first six months following the date it is granted.
8
<PAGE>
(iii) The Board of Directors may withdraw any stock
appreciation right granted under the Plan at any time and may impose any
conditions upon the exercise of a stock appreciation right or adopt rules and
regulations from time to time affecting the rights of holders of stock
appreciation rights. Such rules and regulations may govern the right to
exercise stock appreciation rights granted prior to adoption or amendment of
such rules and regulations as well as stock appreciation rights granted
thereafter.
(iv) For purposes of this paragraph 9, the fair market value
of the Common Stock shall be determined as of the date the stock appreciation
right is exercised, under the methods set forth in paragraph 6(b)(iv).
(v) No fractional shares shall be issued upon exercise of a
stock appreciation right. In lieu thereof, cash may be paid in an amount equal
to the value of the fraction or, if the Board of Directors shall determine, the
number of shares may be rounded downward to the next whole share.
(vi) Each stock appreciation right granted in connection
with an Incentive Stock Option, and unless otherwise determined by the Board of
Directors with respect to a stock appreciation right granted to a person who is
neither an Officer nor a director of the Company, each other stock appreciation
right granted under the Plan by its terms shall be nonassignable and
nontransferable by the holder, either voluntarily or by operation of law, except
by will or by the laws of descent and distribution of the state or country of
the holder's domicile at the time of death, and each stock appreciation right by
its terms shall be exercisable during the holder's lifetime only by the holder;
provided, however, that a stock appreciation right not granted in connection
with an Incentive Stock Option shall also be transferable pursuant to a
qualified domestic relations order as defined under the Code or Title I of the
Employee Retirement Income Security Act.
(vii) Each participant who has exercised a stock
appreciation right shall, upon notification of the amount due, pay to the
Company in cash amounts necessary to satisfy any applicable federal, state
and local tax withholding requirements. If the participant fails to pay the
amount demanded, the Company may withhold that amount from other amounts
payable by the Company to the participant including salary, subject to
applicable law. With the consent of the Board of Directors a participant may
satisfy this obligation, in whole or in part, by having the Company withhold
from any shares to be issued upon the exercise that number of shares that
would satisfy the withholding amount due or by delivering Common Stock to the
Company to satisfy the withholding amount.
(viii) Upon the exercise of a stock appreciation right for
shares, the number of shares reserved for issuance under the Plan shall be
reduced by the number of shares issued. Cash payments of stock appreciation
rights shall not reduce the number of shares of Common Stock reserved for
issuance under the Plan.
9
<PAGE>
10. CASH BONUS RIGHTS.
(a) GRANT. The Board of Directors may grant cash bonus rights
under the Plan in connection with (i) options granted or previously granted,
(ii) stock appreciation rights granted or previously granted, (iii) stock
bonuses awarded or previously awarded and (iv) shares sold or previously sold
under the Plan. Cash bonus rights will be subject to rules, terms and
conditions as the Board of Directors may prescribe. Unless otherwise determined
by the Board of Directors with respect to a cash bonus right granted to a person
who is neither an Officer nor a director of the Company, each cash bonus right
granted under the Plan by its terms shall be nonassignable and nontransferable
by the holder, either voluntarily or by operation of law, except by will or by
the laws of descent and distribution of the state or country of the holder's
domicile at the time of death or pursuant to a qualified domestic relations
order as defined under the Code or Title I of the Employee Retirement Income
Security Act. The payment of a cash bonus shall not reduce the number of shares
of Common Stock reserved for issuance under the Plan.
(b) CASH BONUS RIGHTS IN CONNECTION WITH OPTIONS. A cash bonus
right granted in connection with an option will entitle an optionee to a cash
bonus when the related option is exercised (or terminates in connection with the
exercise of a stock appreciation right related to the option) in whole or in
part. If an optionee purchases shares upon exercise of an option and does not
exercise a related stock appreciation right, the amount of the bonus shall be
determined by multiplying the excess of the total fair market value of the
shares to be acquired upon the exercise over the total option price for the
shares by the applicable bonus percentage. If the optionee exercises a related
stock appreciation right in connection with the termination of an option, the
amount of the bonus shall be determined by multiplying the total fair market
value of the shares and cash received pursuant to the exercise of the stock
appreciation right by the applicable bonus percentage. The bonus percentage
applicable to a bonus right shall be determined from time to time by the Board
of Directors but shall in no event exceed 75 percent.
(c) CASH BONUS RIGHTS IN CONNECTION WITH STOCK BONUS. A cash
bonus right granted in connection with a stock bonus will entitle the recipient
to a cash bonus payable when the stock bonus is awarded or restrictions, if any,
to which the stock is subject lapse. If bonus stock awarded is subject to
restrictions and is repurchased by the Company or forfeited by the holder, the
cash bonus right granted in connection with the stock bonus shall terminate and
may not be exercised. The amount and timing of payment of a cash bonus shall be
determined by the Board of Directors.
(d) CASH BONUS RIGHTS IN CONNECTION WITH STOCK PURCHASES. A
cash bonus right granted in connection with the purchase of stock pursuant to
paragraph 8 will entitle the recipient to a cash bonus when the shares are
purchased or restrictions, if any, to which the stock is subject lapse. Any
cash bonus right granted in connection with shares purchased pursuant to
paragraph 8 shall terminate and may not be exercised in the event the shares are
repurchased by the Company or forfeited by the holder pursuant to applicable
restrictions. The
10
<PAGE>
amount of any cash bonus to be awarded and timing of payment of a cash bonus
shall be determined by the Board of Directors.
(e) TAXES. The Company shall withhold from any cash bonus paid
pursuant to paragraph 10 the amount necessary to satisfy any applicable federal,
state and local withholding requirements.
11. PERFORMANCE UNITS. The Board of Directors may grant performance
units consisting of monetary units which may be earned in whole or in part if
the Company achieves certain goals established by the Board of Directors over a
designated period of time, but not in any event more than 10 years. The goals
established by the Board of Directors may include earnings per share, return on
shareholders' equity, return on invested capital, and such other goals as may be
established by the Board of Directors. In the event that the minimum
performance goal established by the Board of Directors is not achieved at the
conclusion of a period, no payment shall be made to the participants. In the
event the maximum corporate goal is achieved, 100 percent of the monetary value
of the performance units shall be paid to or vested in the participants.
Partial achievement of the maximum goal may result in a payment or vesting
corresponding to the degree of achievement as determined by the Board of
Directors. Payment of an award earned may be in cash or in Common Stock or in a
combination of both, and may be made when earned, or vested and deferred, as the
Board of Directors determines. Deferred awards shall earn interest on the terms
and at a rate determined by the Board of Directors. Unless otherwise determined
by the Board of Directors with respect to a performance unit granted to a person
who is neither an Officer nor a director of the Company, each performance unit
granted under the Plan by its terms shall be nonassignable and nontransferable
by the holder, either voluntarily or by operation of law, except by will or by
the laws of descent and distribution of the state or country of the holder's
domicile at the time of death or pursuant to a qualified domestic relations
order as defined under the Code or Title I of the Employee Retirement Income
Security Act. Each participant who has been awarded a performance unit shall,
upon notification of the amount due, pay to the Company in cash amounts
necessary to satisfy any applicable federal, state and local tax withholding
requirements. If the participant fails to pay the amount demanded, the Company
may withhold that amount from other amounts payable by the Company to the
participant, including salary or fees for services, subject to applicable law.
With the consent of the Board of Directors a participant may satisfy this
obligation, in whole or in part, by having the Company withhold from any shares
to be issued that number of shares that would satisfy the withholding amount due
or by delivering Common Stock to the Company to satisfy the withholding amount.
The payment of a performance unit in cash shall not reduce the number of shares
of Common Stock reserved for issuance under the Plan. The number of shares
reserved for issuance under the Plan shall be reduced by the number of shares
issued upon payment of an award.
12. FOREIGN QUALIFIED GRANTS. Awards under the Plan may be granted
to such officers and employees of the Company and its subsidiaries and such
other persons described in paragraph 1 residing in foreign jurisdictions as the
Board of Directors may determine from time to time. The Board of Directors may
adopt such supplements to the Plan as may be necessary
11
<PAGE>
to comply with the applicable laws of such foreign jurisdictions and to
afford participants favorable treatment under such laws; provided, however,
that no award shall be granted under any such supplement with terms which are
more beneficial to the participants than the terms permitted by the Plan.
13. OPTION GRANTS TO NON-EMPLOYEE DIRECTORS.
(a) INITIAL GRANTS. Each person who is or becomes a
Non-Employee Director after June 3, 1992 shall be automatically granted an
option to purchase 100,000 shares of Common Stock on the date he or she
becomes a Non-Employee Director. A "Non-Employee Director" is a director who
is not an employee of the Company or any of its subsidiaries and has not been
an employee of the Company or any of its subsidiaries within one year of any
date as of which a determination of eligibility is made.
(b) EXERCISE PRICE. The exercise price of an option granted
pursuant to this paragraph 13 shall be equal to the fair market value of the
Common Stock as determined in accordance with the procedure set forth in
paragraph 6(b)(iv).
(c) TERM OF OPTION. The term of each option granted pursuant to
this paragraph 13 shall be 10 years from the date of grant.
(d) EXERCISABILITY. Until an option expires or is terminated
and except as provided in paragraph 13(f), 14 and 15, an option granted under
this paragraph 13 shall be exercisable according to the following schedule:
Period of Non-Employee
Director's Continuous
Service as a Director of
the Company from the Portion of Total Option
Date the Option is Granted Which is Exercisable
-------------------------- -----------------------
Less than 12 months 0%
After 12 months 25% plus 25%
for each 12 months of
additional continuous service
until fully vested.
For purposes of this paragraph 13(e), a complete month shall be
deemed to be the period which starts on the day of grant and ends on the same
day of the following calendar month, so that each successive "complete month"
ends on the same day of each successive calendar month (or, in respect of any
calendar month which does not include such a day, that "complete month" shall
end on the first day of the next following calendar month).
12
<PAGE>
(e) TERMINATION AS A DIRECTOR. If an optionee ceases to be a
director of the Company for any reason, including death, the option may be
exercised at any time prior to the expiration date of the option or the
expiration of 30 days (or 12 months in the event of death) after the last day
the optionee served as a director, whichever is the sooner period, but only if
and to the extent the optionee was entitled to exercise the option as of the
last day the optionee served as a director.
(f) NONTRANSFERABILITY. Each option by its terms shall be
nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the optionee's domicile at the time of death or pursuant
to a qualified domestic relations order as defined under the Code or Title I of
the Employee Retirement Income Security Act.
(g) EXERCISE OF OPTIONS. Options may be exercised upon payment
of cash or shares of Common Stock of the Company in accordance with
paragraph 6(a)(v). Unless otherwise determined by the Board of Directors, if an
option is exercised within six months of the date of grant, the shares acquired
upon such exercise may not be sold until six months after the date of grant.
14. CHANGES IN CAPITAL STRUCTURE. If the outstanding Common Stock of
the Company is hereafter increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company or of
another corporation by reason of any reorganization, merger, consolidation, plan
of exchange, recapitalization, reclassification, stock split-up, combination of
shares or dividend payable in shares, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for awards
under the Plan. In addition, except with respect to transactions referred to in
paragraph 15, the Board of Directors shall make appropriate adjustment in the
number and kind of shares as to which outstanding options and stock appreciation
rights, or portions thereof then unexercised, shall be exercisable, so that the
optionee's proportionate interest before and after the occurrence of the event
is maintained. Notwithstanding the foregoing, the Board of Directors shall have
no obligation to effect any adjustment that would or might result in the
issuance of fractional shares, and any fractional shares resulting from any
adjustment may be disregarded or provided for in any manner determined by the
Board of Directors. Any such adjustments made by the Board of Directors shall
be conclusive. If the shareholders of the Company receive capital stock of
another corporation ("Exchange Stock") in exchange for their shares of Common
Stock in any transaction involving a merger, consolidation or plan of exchange,
all options granted hereunder shall be converted into options to purchase shares
of Exchange Stock unless the Company and the corporation issuing the Exchange
Stock, in their sole discretion, determine that any or all such options granted
hereunder shall not be converted into options to purchase shares of Exchange
Stock but instead shall terminate in accordance with the provisions of the last
sentence of this paragraph 14. The amount and price of converted options shall
be determined by adjusting the amount and price of the options granted hereunder
in the same proportion as used for determining the number of shares of Exchange
Stock the holders of the Common Stock receive in such merger. In the event of
dissolution of the Company or a merger, consolidation
13
<PAGE>
or plan of exchange affecting the Company to which paragraph 15 does not
apply, in lieu of providing for options and stock appreciation rights as
provided above in this paragraph 14, the Board of Directors may, in its sole
discretion, provide a 30-day period prior to such event during which
optionees shall have the right to exercise options and stock appreciation
rights in whole or in part without any limitation on exercisability and upon
the expiration of which 30-day period all unexercised options and stock
appreciation rights shall immediately terminate.
15. ACCELERATION IN CERTAIN EVENTS. Notwithstanding any other provisions
of the Plan, all options and stock appreciation rights outstanding under the
Plan shall immediately become exercisable in full for the remainder of their
terms at any time when any one of the following events has taken place:
(a) The shareholders of the Company approve one of the following
("Approved Transactions"):
(i) Any consolidation, merger or plan of exchange involving
the Company ("Merger") pursuant to which Common Stock would be converted into
cash; or
(ii) Any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company or the adoption of any plan or proposal for the
liquidation or dissolution of the Company; or
(b) A tender or exchange offer, other than one made by the
Company, is made for Common Stock (or securities convertible into Common
Stock) and such offer results in a portion of those securities being
purchased and the offeror after the consummation of the offer is the
beneficial owner (as determined pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), directly or
indirectly, of at least 20 percent of the outstanding Common Stock (an
"Offer"); or
(c) The Company receives a report on Schedule 13D of the
Exchange Act reporting the beneficial ownership by any person of 20 percent or
more of the Company's outstanding Common Stock, except that if such receipt
shall occur during a tender offer or exchange offer by any person other than the
Company or a wholly-owned subsidiary of the Company, Special Acceleration shall
not take place until the conclusion of such offer; or
(d) During any period of 12 months or less, individuals who at
the beginning of such period constituted a majority of the Board of Directors
cease for any reason to constitute a majority thereof unless the nomination or
election of such new directors was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of such
period.
All options and stock appreciation rights that are accelerated
pursuant to this paragraph 15 shall terminate upon the dissolution of the
Company or upon the consummation of any Merger pursuant to which Common Stock
would be converted to cash. The terms used
14
<PAGE>
in this paragraph 15 and not defined elsewhere in the Plan shall have the
same meanings as such terms have in the Exchange Act and the rules and
regulations adopted thereunder.
16. CORPORATE MERGERS, ACQUISITIONS, ETC. The Board of Directors may
also grant options, stock appreciation rights, performance units, stock bonuses
and cash bonuses and issue restricted stock under the Plan having terms,
conditions and provisions that vary from those specified in this Plan provided
that any such awards are granted in substitution for, or in connection with the
assumption of, existing options, stock appreciation rights, stock bonuses, cash
bonuses, restricted stock and performance units granted, awarded or issued by
another corporation and assumed or otherwise agreed to be provided for by the
Company pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation to which the Company or a subsidiary is a party.
17. AMENDMENT OF PLAN. The Board of Directors may at any time, and
from time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in paragraphs 6(a)(iv), 9, 14 and 15, however,
no change in an award already granted shall be made without the written consent
of the holder of such award.
18. APPROVALS. The obligations of the Company under the Plan are
subject to the approval of state and federal authorities or agencies with
jurisdiction in the matter. The Company will use its best efforts to take steps
required by state or federal law or applicable regulations, including rules and
regulations of the Securities and Exchange Commission and any stock exchange on
which the Company's shares may then be listed, in connection with the grants
under the Plan. The foregoing notwithstanding, the Company shall not be
obligated to issue or deliver Common Stock under the Plan if such issuance or
delivery would violate applicable state or federal securities laws.
19. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary by whom such employee is
employed to terminate such employee's employment at any time, for any reason,
with or without cause, or to decrease such employee's compensation or benefits,
or (ii) confer upon any person engaged by the Company any right to be retained
or employed by the Company or to the continuation, extension, renewal, or
modification of any compensation, contract, or arrangement with or by the
Company.
20. RIGHTS AS A SHAREHOLDER. The recipient of any award under the
Plan shall have no rights as a shareholder with respect to any Common Stock
until the date of issue to the recipient of a stock certificate for such shares.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.
15
