Exhibit 10.13
ANADIGICS, INC.
________________________________________________________________________________
1997 LONG TERM INCENTIVE AND SHARE AWARD PLAN FOR EMPLOYEES
________________________________________________________________________________
ANADIGICS, INC.
________________________________________________________________________________
1997 LONG TERM INCENTIVE AND SHARE AWARD PLAN FOR EMPLOYEES
________________________________________________________________________________
Section Page
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1. Purposes................................................ 4
2. Definitions............................................. 4
3. Administration.......................................... 4
4. Shares Subject to the Plan.............................. 6
5. Specific Terms of Awards................................ 7
6. Certain Provisions Applicable to Awards................. 14
7. General Provisions...................................... 15
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ANADIGICS, INC.
________________________________________________________________________________
1997 LONG TERM INCENTIVE AND SHARE AWARD PLAN FOR EMPLOYEES
________________________________________________________________________________
1. PURPOSES. The purposes of the 1997 Long Term
Incentive and Share Award Plan for Employees are to advance the
interests of ANADIGICS, Inc. and its shareholders by providing
a means to attract, retain, and motivate employees of the
Company upon whose judgment, initiative and efforts the
continued success, growth and development of the Company is
dependent.
2. DEFINITIONS. For purposes of the Plan, the
following terms shall be defined as set forth below:
a. "Affiliate" means any entity other than the
Company and its Subsidiaries that is designated by the
Board or the Committee as a participating employer under
the Plan, provided that the Company directly or indirectly
owns at least 20% of the combined voting power of all
classes of stock of such entity or at least 20% of the
ownership interests in such entity.
b. "Award" means any Option, SAR, Restricted Share,
Restricted Share Unit, Performance Share, Performance
Unit, Dividend Equivalent, or Other Share-Based Award
granted to an Eligible Employee under the Plan.
c. "Award Agreement" means any written agreement,
contract, or other instrument or document evidencing an
Award.
d. "Beneficiary" means the person, persons, trust
or trusts which have been designated by such Eligible
Employee in his or her most recent written beneficiary
designation filed with the Company to receive the benefits
specified under this Plan upon the death of the Eligible
Employee, or, if there is no designated Beneficiary or
surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of
descent and distribution to receive such benefits.
e. "Board" means the Board of Directors of the
Company.
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f. "Code" means the Internal Revenue Code of 1986,
as amended from time to time. References to any provision
of the Code shall be deemed to include successor
provisions thereto and regulations thereunder.
g. "Committee" means the Compensation Committee of
the Board, or such other committee as may be designated by
the Board to administer the Plan.
h. "Company" means ANADIGICS, Inc., a corporation
organized under the laws of Delaware, or any successor
corporation.
i. "Dividend Equivalent" means a right, granted
under Section 5(g), to receive cash, Shares, or other
property equal in value to dividends paid with respect to
a specified number of Shares. Dividend Equivalents may be
awarded on a free-standing basis or in connection with
another Award, and may be paid currently or on a deferred
basis.
j. "Eligible Employee" means any employee of the
Company or its Subsidiaries and Affiliates who is not a
director or officer of the Company.
k. "Fair Market Value" means, with respect to
Shares or other property, the fair market value of such
Shares or other property determined by such methods or
procedures as shall be established from time to time by
the Committee. Unless otherwise determined by the
Committee in good faith, the Fair Market Value of Shares
as of any given date prior to the existence of a public
market for the Company's Shares shall mean the Company's
book value. Thereafter, unless otherwise determined by
the Committee in good faith, the Fair Market Value of
Shares shall mean the closing price per Share on the
immediately preceding date (or, if the Shares were not
traded on that day, the next preceding day that the Shares
were traded) on the principal exchange on which the Shares
are traded, as such prices are officially quoted on such
exchange.
l. "NQSO" means any Option that is not an incentive
stock option within the meaning of Section 422 of the
Code.
m. "Option" means a right granted under Section
5(b) to purchase Shares.
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n. "Other Share-Based Award" means a right, granted
under Section 5(h), that relates to or is valued by
reference to Shares.
o. "Participant" means an Eligible Employee who has
been granted an Award under the Plan.
p. "Performance Share" means a performance share
granted under Section 5(f).
q. "Performance Unit" means a performance unit
granted under Section 5(f).
r. "Plan" means this 1997 Long Term Incentive and
Share Award Plan for Employees.
s. "Restricted Shares" means an Award of Shares
under Section 5(d) that may be subject to certain
restrictions and to a risk of forfeiture.
t. "Restricted Share Unit" means a right, granted
under Section 5(e), to receive Shares or cash at the end
of a specified deferral period.
u. "SAR" or "Share Appreciation Right" means the
right, granted under Section 5(c), to be paid an amount
measured by the difference between the exercise price of
the right and the Fair Market Value of Shares on the date
of exercise of the right, with payment to be made in cash,
Shares, or property as specified in the Award or
determined by the Committee.
v. "Shares" means common stock, $.01 par value per
share, of the Company.
w. "Subsidiary" means any corporation (other than
the Company) in an unbroken chain of corporations
beginning with the Company if each of the corporations
(other than the last corporation in the unbroken chain)
owns shares possessing 50% or more of the total combined
voting power of all classes of stock in one of the other
corporations in the chain.
3. ADMINISTRATION.
a. AUTHORITY OF THE COMMITTEE. The Plan shall be
administered by the Committee, and the Committee shall
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have full and final authority to take the following
actions, in each case subject to and consistent with the
provisions of the Plan:
(i) to select Eligible Employees to
whom Awards may be granted;
(ii) to designate Affiliates;
(iii) to determine the type or types of
Awards to be granted to each Eligible
Employee;
(iv) to determine the type and number of
Awards to be granted, the number of Shares to
which an Award may relate, the terms and
conditions of any Award granted under the
Plan (including, but not limited to, any
exercise price, ▇▇▇▇▇ ▇▇▇▇▇, or purchase
price, and any bases for adjusting such
exercise, grant or purchase price, any
restriction or condition, any schedule for
lapse of restrictions or conditions relating
to transferability or forfeiture,
exercisability, or settlement of an Award,
and waiver or accelerations thereof, and
waivers of performance conditions relating to
an Award, based in each case on such
considerations as the Committee shall
determine), and all other matters to be
determined in connection with an Award;
(v) to determine whether, to what
extent, and under what circumstances an Award
may be settled, or the exercise price of an
Award may be paid, in cash, Shares, other
Awards, or other property, or an Award may be
cancelled, forfeited, exchanged, or
surrendered;
(vi) to determine whether, to what
extent, and under what circumstances cash,
Shares, other Awards, or other property
payable with respect to an Award will be
deferred either automatically, at the
election of the Committee, or at the election
of the Eligible Employee;
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(vii) to prescribe the form of each Award
Agreement, which need not be identical for
each Eligible Employee;
(viii) to adopt, amend, suspend, waive,
and rescind such rules and regulations and
appoint such agents as the Committee may deem
necessary or advisable to administer the
Plan;
(ix) to correct any defect or supply any
omission or reconcile any inconsistency in
the Plan and to construe and interpret the
Plan and any Award, rules and regulations,
Award Agreement, or other instrument
hereunder;
(x) to accelerate the exercisability or
vesting of all or any portion of any Award or
to extend the period during which an Award is
exercisable; and
(xi) to make all other decisions and
determinations as may be required under the
terms of the Plan or as the Committee may
deem necessary or advisable for the
administration of the Plan.
b. MANNER OF EXERCISE OF COMMITTEE AUTHORITY. The
Committee shall have sole discretion in exercising its
authority under the Plan. Any action of the Committee
with respect to the Plan shall be final, conclusive, and
binding on all persons, including the Company,
Subsidiaries, Affiliates, Eligible Employees, any person
claiming any rights under the Plan from or through any
Eligible Employee, and shareholders. The express grant of
any specific power to the Committee, and the taking of any
action by the Committee, shall not be construed as
limiting any power or authority of the Committee. The
Committee may delegate to officers or managers of the
Company or any Subsidiary or Affiliate the authority,
subject to such terms as the Committee shall determine, to
perform administrative functions and to perform such other
functions as the Committee may determine.
c. LIMITATION OF LIABILITY. Each member of the
Committee shall be entitled to, in good faith, rely or act
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upon any report or other information furnished to him or
her by any officer or other employee of the Company or any
Subsidiary or Affiliate, the Company's independent
certified public accountants, or other professional
retained by the Company to assist in the administration of
the Plan. No member of the Committee, nor any officer or
employee of the Company acting on behalf of the Committee,
shall be personally liable for any action, determination,
or interpretation taken or made in good faith with respect
to the Plan, and all members of the Committee and any
officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to
any such action, determination, or interpretation.
4. SHARES SUBJECT TO THE PLAN.
a. Subject to adjustment as provided in Section
4(c) hereof, the total number of Shares reserved for
issuance in connection with Awards under the Plan shall be
800,000. No Award may be granted if the number of Shares
to which such Award relates, when added to the number of
Shares previously issued under the Plan, exceeds the
number of Shares reserved under the preceding sentence.
If any Awards are forfeited, cancelled, terminated,
exchanged or surrendered or such Award is settled in cash
or otherwise terminates without a distribution of Shares
to the Participant, any Shares counted against the number
of Shares reserved and available under the Plan with
respect to such Award shall, to the extent of any such
forfeiture, settlement, termination, cancellation,
exchange or surrender, again be available for Awards under
the Plan. Upon the exercise of any Award granted in
tandem with any other Awards, such related Awards shall be
cancelled to the extent of the number of Shares as to
which the Award is exercised. Subject to adjustment as
provided in Section 4(c) hereof, the maximum number of
Shares with respect to which options or SARs may be
granted during a calendar year to any Eligible Employee
under this Plan shall be 100,000 Shares.
b. Any Shares distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued
Shares or treasury Shares including Shares acquired by
purchase in the open market or in private transactions.
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c. In the event that the Committee shall determine
that any dividend in Shares, recapitalization, Share
split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share
exchange, or other similar corporate transaction or event,
affects the Shares such that an adjustment is appropriate
in order to prevent dilution or enlargement of the rights
of Eligible Employees under the Plan, then the Committee
shall make such equitable changes or adjustments as it
deems appropriate and, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of
shares which may thereafter be issued under the Plan,
(ii) the number and kind of shares, other securities or
other consideration issued or issuable in respect of
outstanding Awards, and (iii) the exercise price, ▇▇▇▇▇
▇▇▇▇▇, or purchase price relating to any Award. In
addition, the Committee is authorized to make adjustments
in the terms and conditions of, and the criteria and
performance objectives included in, Awards in recognition
of unusual or non-recurring events (including, without
limitation, events described in the preceding sentence)
affecting the Company or any Subsidiary or Affiliate or
the financial statements of the Company or any Subsidiary
or Affiliate, or in response to changes in applicable
laws, regulations, or accounting principles.
5. SPECIFIC TERMS OF AWARDS.
a. GENERAL. Awards may be granted on the terms and
conditions set forth in this Section 5. In addition, the
Committee may impose on any Award or the exercise thereof,
at the date of grant or thereafter (subject to Section
7(d)), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the
Committee shall determine, including terms regarding
forfeiture of Awards or continued exercisability of Awards
in the event of termination of employment by the Eligible
Employee.
b. OPTIONS. The Committee is authorized to grant
Options, which shall be NQSOs, to Eligible Employees on
the following terms and conditions:
(i) EXERCISE PRICE. The exercise price
per Share purchasable under an Option shall
be determined by the Committee, and the
Committee may, without limitation, set an
exercise price that is based upon achievement
of
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performance criteria if deemed appropriate by the
Committee.
(ii) TIME AND METHOD OF EXERCISE. The
Committee shall determine at the date of
grant or thereafter the time or times at
which an Option may be exercised in whole or
in part (including, without limitation, upon
achievement of performance criteria if deemed
appropriate by the Committee), the methods by
which such exercise price may be paid or
deemed to be paid (including, without
limitation, broker-assisted exercise
arrangements), the form of such payment
(including, without limitation, cash, Shares,
notes or other property), and the methods by
which Shares will be delivered or deemed to
be delivered to Eligible Employees.
c. SARs. The Committee is authorized to grant SARs
(Share Appreciation Rights) to Eligible Employees on the
following terms and conditions:
(i) RIGHT TO PAYMENT. An SAR shall
confer on the Eligible Employee to whom it is
granted a right to receive with respect to
each Share subject thereto, upon exercise
thereof, the excess of (1) the Fair Market
Value of one Share on the date of exercise
(or, if the Committee shall so determine in
the case of any such right, the Fair Market
Value of one Share at any time during a
specified period before or after the date of
exercise) over (2) the exercise price of the
SAR as determined by the Committee as of the
date of grant of the SAR (which, in the case
of an SAR granted in tandem with an option,
shall be equal to the exercise price of the
underlying Option).
(ii) OTHER TERMS. The Committee shall
determine, at the time of grant or
thereafter, the time or times at which an SAR
may be exercised in whole or in part, the
method of exercise, method of settlement,
form of consideration payable in settlement,
method by which Shares will be delivered or
deemed
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to be delivered to Eligible Employees, whether
or not an SAR shall be in tandem with any
other Award, and any other terms and
conditions of any SAR. Unless the Committee
determines otherwise, an SAR granted in
tandem with an NQSO may be granted at the
time of grant of the related NQSO or at any
time thereafter.
d. RESTRICTED SHARES. The Committee is authorized
to grant Restricted Shares to Eligible Employees on the
following terms and conditions:
(i) ISSUANCE AND RESTRICTIONS.
Restricted Shares shall be subject to such
restrictions on transferability and other
restrictions, if any, as the Committee may
impose at the date of grant or thereafter,
which restrictions may lapse separately or in
combination at such times, under such
circumstances (including, without limitation,
upon achievement of performance criteria if
deemed appropriate by the Committee), in such
installments, or otherwise, as the Committee
may determine. Except to the extent
restricted under the Award Agreement relating
to the Restricted Shares, an Eligible
Employee granted Restricted Shares shall have
all of the rights of a shareholder including,
without limitation, the right to vote
Restricted Shares and the right to receive
dividends thereon.
(ii) FORFEITURE. Except as otherwise
determined by the Committee, at the date of
grant or thereafter, upon termination of
employment during the applicable restriction
period, Restricted Shares and any accrued but
unpaid dividends or Dividend Equivalents that
are at that time subject to restrictions
shall be forfeited; PROVIDED, HOWEVER, that
the Committee may provide, by rule or
regulation or in any Award Agreement, or may
determine in any individual case, that
restrictions or forfeiture conditions
relating to Restricted Shares will be waived
in whole or in part in the event of
terminations
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resulting from specified causes, and the
Committee may in other cases waive in whole
or in part the forfeiture of Restricted Shares.
(iii) CERTIFICATES FOR SHARES.
Restricted Shares granted under the Plan may
be evidenced in such manner as the Committee
shall determine. If certificates
representing Restricted Shares are registered
in the name of the Eligible Employee, such
certificates shall bear an appropriate legend
referring to the terms, conditions, and
restrictions applicable to such Restricted
Shares, and the Company shall retain physical
possession of the certificate.
(iv) DIVIDENDS. Dividends paid on
Restricted Shares shall be either paid at the
dividend payment date, or deferred for
payment to such date as determined by the
Committee, in cash or in unrestricted Shares
having a Fair Market Value equal to the
amount of such dividends. Shares distributed
in connection with a Share split or dividend
in Shares, and other property distributed as
a dividend, shall be subject to restrictions
and a risk of forfeiture to the same extent
as the Restricted Shares with respect to
which such Shares or other property has been
distributed.
e. RESTRICTED SHARE UNITS. The Committee is
authorized to grant Restricted Share Units to Eligible
Employees, subject to the following terms and conditions:
(i) AWARD AND RESTRICTIONS. Delivery
of Shares or cash, as the case may be, will
occur upon expiration of the deferral period
specified for Restricted Share Units by the
Committee (or, if permitted by the Committee,
as elected by the Eligible Employee). In
addition, Restricted Share Units shall be
subject to such restrictions as the Committee
may impose, if any (including, without
limitation, the achievement of performance
criteria if deemed appropriate by the
Committee), at the date of grant or
thereafter, which
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restrictions may lapse at the expiration of
the deferral period or at earlier or later
specified times, separately or in
combination, in installments or otherwise, as
the Committee may determine.
(ii) FORFEITURE. Except as otherwise
determined by the Committee at date of grant
or thereafter, upon termination of employment
(as determined under criteria established by
the Committee) during the applicable deferral
period or portion thereof to which forfeiture
conditions apply (as provided in the Award
Agreement evidencing the Restricted Share
Units), or upon failure to satisfy any other
conditions precedent to the delivery of
Shares or cash to which such Restricted Share
Units relate, all Restricted Share Units that
are at that time subject to deferral or
restriction shall be forfeited; PROVIDED,
HOWEVER, that the Committee may provide, by
rule or regulation or in any Award Agreement,
or may determine in any individual case, that
restrictions or forfeiture conditions
relating to Restricted Share Units will be
waived in whole or in part in the event of
termination resulting from specified causes,
and the Committee may in other cases waive in
whole or in part the forfeiture of Restricted
Share Units.
f. PERFORMANCE SHARES AND PERFORMANCE UNITS. The
Committee is authorized to grant Performance Shares or
Performance Units or both to Eligible Employees on the
following terms and conditions:
(i) PERFORMANCE PERIOD. The Committee
shall determine a performance period (the
"Performance Period") of one or more years
and shall determine the performance
objectives for grants of Performance Shares
and Performance Units. Performance
objectives may vary from Eligible Employee to
Eligible Employee and shall be based upon
such performance criteria as the Committee
may deem appropriate. Performance Periods
may overlap and Eligible Employees may
participate
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simultaneously with respect to Performance
Shares and Performance Units for which
different Performance Periods are prescribed.
(ii) AWARD VALUE. At the beginning of a
Performance Period, the Committee shall
determine for each Eligible Employee or group
of Eligible Employees with respect to that
Performance Period the range of number of
Shares, if any, in the case of Performance
Shares, and the range of dollar values, if
any, in the case of Performance Units, which
may be fixed or may vary in accordance with
such performance or other criteria specified
by the Committee, which shall be paid to an
Eligible Employee as an Award if the relevant
measure of Company performance for the
Performance Period is met.
(iii) SIGNIFICANT EVENTS. If during the
course of a Performance Period there shall
occur significant events as determined by the
Committee which the Committee expects to have
a substantial effect on a performance
objective during such period, the Committee
may revise such objective.
(iv) FORFEITURE. Except as otherwise
determined by the Committee, at the date of
grant or thereafter, upon termination of
employment during the applicable Performance
Period, Performance Shares and Performance
Units for which the Performance Period was
prescribed shall be forfeited; PROVIDED,
HOWEVER, that the Committee may provide, by
rule or regulation or in any Award Agreement,
or may determine in an individual case, that
restrictions or forfeiture conditions
relating to Performance Shares and
Performance Units will be waived in whole or
in part in the event of terminations
resulting from specified causes, and the
Committee may in other cases waive in whole
or in part the forfeiture of Performance
Shares and Performance Units.
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(v) PAYMENT. Each Performance Share or
Performance Unit may be paid in whole Shares,
or cash, or a combination of Shares and cash
either as a lump sum payment or in
installments, all as the Committee shall
determine, at the time of grant of the
Performance Share or Performance Unit or
otherwise, commencing as soon as practicable
after the end of the relevant Performance
Period.
g. DIVIDEND EQUIVALENTS. The Committee is
authorized to grant Dividend Equivalents to Eligible
Employees. The Committee may provide, at the date of
grant or thereafter, that Dividend Equivalents shall be
paid or distributed when accrued or shall be deemed to
have been reinvested in additional Shares, or other
investment vehicles as the Committee may specify, provided
that Dividend Equivalents (other than freestanding
Dividend Equivalents) shall be subject to all conditions
and restrictions of the underlying Awards to which they
relate.
h. OTHER SHARE-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law,
to grant to Eligible Employees such other Awards that may
be denominated or payable in, valued in whole or in part
by reference to, or otherwise based on, or related to,
Shares, as deemed by the Committee to be consistent with
the purposes of the Plan, including, without limitation,
unrestricted shares awarded purely as a "bonus" and not
subject to any restrictions or conditions, other rights
convertible or exchangeable into Shares, purchase rights
for Shares, Awards with value and payment contingent upon
performance of the Company or any other factors designated
by the Committee, and Awards valued by reference to the
performance of specified Subsidiaries or Affiliates. The
Committee shall determine the terms and conditions of such
Awards at date of grant or thereafter. ▇▇▇▇▇▇ delivered
pursuant to an Award in the nature of a purchase right
granted under this Section 5(h) shall be purchased for
such consideration, paid for at such times, by such
methods, and in such forms, including, without limitation,
cash, Shares, notes or other property, as the Committee
shall determine. Cash awards, as an element of or
supplement to any other Award under the Plan, shall also
be authorized pursuant to this Section 5(h).
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6. CERTAIN PROVISIONS APPLICABLE TO AWARDS.
a. STAND-ALONE, ADDITIONAL, TANDEM AND SUBSTITUTE
AWARDS. Awards granted under the Plan may, in the
discretion of the Committee, be granted to Eligible
Employees either alone or in addition to, in tandem with,
or in exchange or substitution for, any other Award
granted under the Plan or any award granted under any
other plan or agreement of the Company, any Subsidiary or
Affiliate, or any business entity to be acquired by the
Company or a Subsidiary or Affiliate, or any other right
of an Eligible Employee to receive payment from the
Company or any Subsidiary or Affiliate. Awards may be
granted in addition to or in tandem with such other Awards
or awards, and may be granted either as of the same time
as or a different time from the grant of such other Awards
or awards. The per Share exercise price of any Option,
▇▇▇▇▇ ▇▇▇▇▇ of any SAR, or purchase price of any other
Award conferring a right to purchase Shares which is
granted, in connection with the substitution of awards
granted under any other plan or agreement of the Company
or any Subsidiary or Affiliate or any business entity to
be acquired by the Company or any Subsidiary or Affiliate,
shall be determined by the Committee, in its discretion.
b. TERMS OF AWARDS. The term of each Award granted
to an Eligible Employee shall be for such period as may be
determined by the Committee.
c. FORM OF PAYMENT UNDER AWARDS. Subject to the
terms of the Plan and any applicable Award Agreement,
payments to be made by the Company or a Subsidiary or
Affiliate upon the grant, maturation, or exercise of an
Award may be made in such forms as the Committee shall
determine at the date of grant or thereafter, including,
without limitation, cash, Shares, or other property, and
may be made in a single payment or transfer, in
installments, or on a deferred basis. The Committee may
make rules relating to installment or deferred payments
with respect to Awards, including the rate of interest to
be credited with respect to such payments.
d. NONTRANSFERABILITY. Awards (except for vested
Shares) shall not be transferable by an Eligible Employee
except by will or the laws of descent and distribution
(except pursuant to a Beneficiary designation) and shall
be exercisable during the lifetime of an Eligible Employee
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only by such Eligible Employee or his guardian or legal
representative. An Eligible Employee's rights under the
Plan may not be pledged, mortgaged, hypothecated, or
otherwise encumbered, and shall not be subject to claims
of the Eligible Employees creditors.
7. GENERAL PROVISIONS.
a. COMPLIANCE WITH LEGAL AND TRADING REQUIREMENTS.
The Plan, the granting and exercising of Awards
thereunder, and the other obligations of the Company under
the Plan and any Award Agreement, shall be subject to all
applicable federal and state laws, rules and regulations,
and to such approvals by any regulatory or governmental
agency as may be required. The Company, in its
discretion, may postpone the issuance or delivery of
Shares under any Award until completion of such stock
exchange or market system listing or registration or
qualification of such Shares or other required action
under any state or federal law, rule or regulation as the
Company may consider appropriate, and may require any
Participant to make such representations and furnish such
information as it may consider appropriate in connection
with the issuance or delivery of Shares in compliance with
applicable laws, rules and regulations. No provisions of
the Plan shall be interpreted or construed to obligate the
Company to register any Shares under federal or state law.
b. NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE.
Neither the Plan nor any action taken thereunder shall be
construed as giving any employee or director the right to
be retained in the employ or service of the Company or any
of its Subsidiaries or Affiliates, nor shall it interfere
in any way with the right of the Company or any of its
Subsidiaries or Affiliates to terminate any employee's or
director's employment or service at any time.
c. TAXES. The Company or any Subsidiary or
Affiliate is authorized to withhold from any Award
granted, any payment relating to an Award under the Plan,
including from a distribution of Shares, or any payroll or
other payment to an Eligible Employee, amounts of
withholding and other taxes due in connection with any
transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the
Company and Eligible Employees to satisfy obligations for
the payment of withholding taxes and other tax obligations
relating to
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any Award. This authority shall include authority to
withhold or receive Shares or other property and to make
cash payments in respect thereof in satisfaction of an
Eligible Employee's tax obligations.
d. CHANGES TO THE PLAN AND AWARDS. The Board may
amend, alter, suspend, discontinue, or terminate the Plan
or the Committee's authority to grant Awards under the
Plan without the consent of shareholders of the Company or
Participants; provided, however, that, without the consent
of an affected Participant, no amendment, alteration,
suspension, discontinuation, or termination of the Plan
may impair the rights or, in any other manner, adversely
affect the rights of such Participant under any Award
theretofore granted to him or her.
e. NO RIGHTS TO AWARDS; NO SHAREHOLDER RIGHTS. No
Eligible Employee or employee shall have any claim to be
granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible
Employees and employees. No Award shall confer on any
Eligible Employee any of the rights of a shareholder of
the Company unless and until Shares are duly issued or
transferred to the Eligible Employee in accordance with
the terms of the Award.
f. UNFUNDED STATUS OF AWARDS. The Plan is intended
to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made
to a Participant pursuant to an Award, nothing contained
in the Plan or any Award shall give any such Participant
any rights that are greater than those of a general
creditor of the Company; provided, however, that the
Committee may authorize the creation of trusts or make
other arrangements to meet the Company's obligations under
the Plan to deliver cash, Shares, other Awards, or other
property pursuant to any Award, which trusts or other
arrangements shall be consistent with the "unfunded"
status of the Plan unless the Committee otherwise
determines with the consent of each affected Participant.
g. NONEXCLUSIVITY OF THE PLAN. The adoption of the
Plan by the Board shall not be construed as creating any
limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable,
including, without limitation, the granting of options and
other awards otherwise than under the Plan, and such
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arrangements may be either applicable generally or only in
specific cases.
h. NOT COMPENSATION FOR BENEFIT PLANS. No Award
payable under this Plan shall be deemed salary or
compensation for the purpose of computing benefits under
any benefit plan or other arrangement of the Company for
the benefit of its employees or directors unless the
Company shall determine otherwise.
i. NO FRACTIONAL SHARES. No fractional Shares
shall be issued or delivered pursuant to the Plan or any
Award. The Committee shall determine whether cash, other
Awards, or other property shall be issued or paid in lieu
of such fractional Shares or whether such fractional
Shares or any rights thereto shall be forfeited or
otherwise eliminated.
j. GOVERNING LAW. The validity, construction, and
effect of the Plan, any rules and regulations relating to
the Plan, and any Award Agreement shall be determined in
accordance with the laws of New York without giving effect
to principles of conflict of laws.
k. EFFECTIVE DATE; PLAN TERMINATION. The Plan
shall become effective as of January 1, 1997 (the
"Effective Date"). The Plan shall terminate as to future
awards on the date which is ten (10) years after the
Effective Date.
l. TITLES AND HEADINGS. The titles and headings of
the sections in the Plan are for convenience of reference
only. In the event of any conflict, the text of the Plan,
rather than such titles or headings, shall control.
