EXHIBIT 10.23
UNIVERSAL CORPORATION
1997 EXECUTIVE STOCK PLAN
(As Amended on August 7, 2003)
Article I
DEFINITIONS
1.1. Affiliate means any "subsidiary" or "parent corporation" (within the
meaning of Section 424 of the Code) of the Company.
1.2. Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of a Grant or an Award issued to such Participant.
1.3. Award means an award of Common Stock and/or Restricted Stock.
1.4. Board means the Board of Directors of the Company.
1.5. Change of Control means and shall be deemed to have taken place if:
(i) any individual, entity or "group" (within the meaning of Sections 13(d)(3)
or 14(d)(2) of the Exchange Act) becomes the beneficial owner of shares of the
Company having 20 percent or more of the total number of votes that may be cast
for the election of directors of the Company, other than (a) as a result of any
acquisition directly from the Company, or (b) as a result of any acquisition by
any employee benefit plans (or related trusts) sponsored or maintained by the
Company or its Subsidiaries; or (ii) there is a change in the composition of the
Board such that the individuals who, as of the date hereof, constitute the Board
(the Board as of the date hereof shall be hereinafter referred to as the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, for purposes of this Section, that any individual who
becomes a member of the Board subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by a vote of
at least a majority of those individuals who are members of the Board and who
were also members of the Incumbent Board (or deemed to be such pursuant to this
proviso) shall be considered as though such individual were a member of the
Incumbent Board; but, provided further, that any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a person other than the Board shall
not be so considered as a member of the Incumbent Board; or (iii) if at any
time, (w) the Company shall consolidate with, or merge with, any other Person
and the Company shall not be the continuing or surviving corporation, (x) any
Person shall consolidate with, or merge with, the Company, and the Company shall
be the continuing or
surviving corporation and in connection therewith, all or part of the
outstanding Common Stock shall be changed into or exchanged for stock or other
securities of any other person or cash or any other property, (y) the Company
shall be a party to a statutory share exchange with any other Person after which
the Company is a Subsidiary of any other Person, or (z) the Company shall sell
or otherwise transfer 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any Person or Persons.
1.6. Change of Control Date is the date on which an event described in (i),
(ii) or (iii) of Section 1.5 occurs.
1.7. Code means the Internal Revenue Code of 1986, as amended from time to
time. References to the Code shall include the valid and binding governmental
regulations, court decisions and other regulatory and judicial authority issued
or rendered thereunder.
1.8. Commission means the Securities and Exchange Commission or any
successor agency.
1.9. Committee means the Executive Compensation Committee of the Board.
1.10. Common Stock means the Common Stock of the Company.
1.11. Company means Universal Corporation.
1.12. Disability, with respect to a Participant, means "disability" as
defined from time to time under any long-term disability plan of the Company or
Subsidiary with which the Participant is employed.
1.13. Exchange Act means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
1.14. Fair Market Value of a share of Common Stock as of any given date
(i) prior to August 7, 2003, means the closing sale price of a share of Common
Stock on the New York Stock Exchange Composite Tape on such date, or (ii) on or
after August 7, 2003, means the closing sale price of a share of Common Stock on
the New York Stock Exchange Composite Tape on the next preceding date that the
Common Stock was traded on such exchange, in either case as reported by such
source as the Committee may select.
1.15. Grant means the grant of an Option.
1.16. Incentive Stock Option means an Option that is intended to qualify as
an "incentive stock option" under Section 422 of the Code.
1.17. Non-Qualified Stock Option means an Option other than an Incentive
Stock Option.
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1.18. Option means a stock option that entitles the holder to purchase from
the Company a stated number of shares of Common Stock at the price set forth in
an Agreement.
1.19. Option Price means the price per share for Common Stock purchased on
the exercise of an Option as provided in Article VI.
1.20. Participant means an officer, director or employee of the Company or
of a Subsidiary who satisfies the requirements of Article IV and is selected by
the Committee to receive a Grant or an Award.
1.21. Plan means the Universal Corporation 1997 Executive Stock Plan.
1.22. Prior Plan means the Universal Corporation 1989 Executive Stock Plan.
1.23. Restricted Stock means shares of Common Stock awarded to a
Participant under Article IX. Shares of Common Stock shall cease to be
Restricted Stock when, in accordance with the terms of the applicable Agreement,
they become transferable and free of substantial risks of forfeiture.
1.24. Rule 16b-3 means Rule 16b-3, as promulgated by the Commission under
Section 16(b) of the Exchange Act, as amended from time to time.
1.25. Securities Broker means the registered securities broker acceptable
to the Company who agrees to effect the cashless exercise of an Option pursuant
to Section 8.4 hereof.
1.26. Subsidiary means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations in the chain (other than the last corporation) owns stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
Article II
PURPOSES
The Plan is intended to assist the Company in recruiting and retaining
officers, directors and key employees with ability and initiative by enabling
such persons who contribute significantly to the Company or an Affiliate to
participate in its future success and to associate their interests with those of
the Company and its shareholders. The Plan is intended to permit the award of
Common Stock and Restricted Stock, and the issuance of Options qualifying as
Incentive Stock Options or Non-Qualified Stock Options as designated by the
Committee at time of grant. No Option that is intended to be an Incentive Stock
Option, however, shall be invalid for failure to qualify as an Incentive Stock
Option under Section 422 of the Code but shall be treated as a Non-Qualified
Stock Option.
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Article III
ADMINISTRATION
The Plan shall be administered by the Committee. No Person shall be
appointed to or shall serve as a member of the Committee unless at the time of
such appointment and service he shall be a "non-employee director," as defined
in Rule 16b-3 and an "outside director," as defined in Section 162(m)(4)(C)(i)
of the Code. The Committee shall have authority to issue Grants and Awards upon
such terms (not inconsistent with the provisions of this Plan) as the Committee
may consider appropriate. The terms of such Grants and Awards may include
conditions (in addition to those contained in this Plan) on (i) the
exercisability of all or any part of an Option and (ii) the transferability or
forfeitability of Restricted Stock. In addition, the Committee shall have
complete authority to interpret all provisions of this Plan; to prescribe the
form of Agreements; to adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of this Plan. To
fulfill the purposes of the Plan without amending the Plan, the Committee may
also modify any Grants or Awards issued to Participants who are nonresident
aliens or employed outside of the United States to recognize differences in
local law, tax policy or custom.
The express grant in the Plan of any specific power to the Committee shall
not be construed as limiting any power or authority of the Committee. Any
decision made, or action taken, by the Committee or in connection with the
administration of this Plan shall be final and conclusive. All expenses of
administering this Plan shall be borne by the Company.
Article IV
ELIGIBILITY
4.1. General. Any officer, director or employee of the Company or of any
Subsidiary (including any corporation that becomes a Subsidiary after the
adoption of this Plan) who, in the judgment of the Committee, has contributed
significantly or can be expected to contribute significantly to the profits or
growth of the Company or a Subsidiary may receive one or more Awards or Grants,
or any combination or type thereof. Employee and non-employee directors of the
Company are eligible to participate in this Plan.
4.2. Grants and Awards. The Committee will designate individuals to whom
Grants and/or Awards are to be issued and will specify the number of shares of
Common Stock subject to each such Grant or Award. An Option may be granted alone
or in addition to other Grants and/or Awards under the Plan. The Committee shall
have the authority to grant any Participant Incentive Stock Options,
Non-Qualified Stock Options or both types of Options; provided, however, that
Incentive Stock Options may be granted only to employees of the Company and its
subsidiaries (within the meaning of Section 424(f) of the Code). All Grants or
Awards issued under this Plan shall be evidenced by Agreements which shall be
subject to applicable provisions of this Plan and to such other provisions as
the Committee may determine. No Participant may
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be granted Options that are Incentive Stock Options (under all Incentive Stock
Option plans of the Companyand Affiliates) which are first exercisable in any
calendar year for stock having an aggregate Fair Market Value (determined as of
the date an Option is granted) exceeding $100,000. A Participant may not receive
Grants and Awards under this Plan with respect to more than 200,000 shares of
Common Stock during any calendar year.
4.3. Reload Options. The Committee shall have the authority to specify at
the time of Grant that an optionee shall be granted the right to a further
Non-Qualified Stock Option (a "Reload Option") in the event such optionee
exercises all or a part of an Option, including a Reload Option (an "Original
Option"), by surrendering in accordance with Section 8.2 hereof already owned
shares of Common Stock in full or partial payment of the Option Price under such
Original Option. Each Reload Option shall be granted on the date of exercise of
the Original Option, shall cover a number of shares of Common Stock not
exceeding the whole number of shares of Common Stock surrendered in payment of
the Option Price under such Original Option, shall have an Option Price equal to
the Fair Market Value on the date of Grant of such Reload Option, shall expire
on the stated expiration date of the Original Option and shall be subject to
such other terms and conditions as the Committee may determine.
4.4. Designation of Option as an Incentive Stock Option or a Non-Qualified
Stock Option. The Committee will designate at the time an Option is granted
whether the Option is to be treated as an Incentive Stock Option or a
Non-Qualified Stock Option. In the absence, however, of any such designation,
such Option shall be treated as a Non-Qualified Stock Option.
4.5. Qualification of Incentive Stock Option under Section 422 of the Code.
Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered nor
shall any discretion or authority granted under the Plan be exercised so as to
disqualify the Plan under Section 422 of the Code or, without the consent of the
optionee affected, to disqualify any Incentive Stock Option under such Section
422.
Article V
STOCK SUBJECT TO PLAN
Subject to the adjustment provisions of Article X and the provisions of (a)
through (c) of this Article V, up to 2,000,000 shares of Common Stock may be
issued under the Plan. In addition to such authorization, the following shares
of Common Stock may be issued under the Plan:
(a) Shares of Common Stock that are forfeited under the Prior Plan and
shares of Common Stock that are not issued under the Prior Plan because of a
payment of cash in lieu of shares of Common Stock, the cancellation, termination
or expiration of Grants and Awards, and/or other similar events under the Prior
Plan shall be available for issuance under this Plan.
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(b) If a Participant tenders, or has withheld, shares of Common Stock in
payment of all or part of the Option Price under an Option granted under the
Plan, or in satisfaction of withholding tax obligations thereunder, the shares
of Common Stock so tendered by the Participant or so withheld shall become
available for issuance under the Plan.
(c) If shares of Common Stock that are issued under the Plan are
subsequently forfeited in accordance with the terms of the Grant or Award, the
forfeited shares of Common Stock shall become available for issuance under the
Plan.
Notwithstanding (a) above, any shares of Common Stock that are authorized
to be issued under the Prior Plan prior to the expiration of its term, but that
are not issued or covered by Grants or Awards under the Prior Plan, shall not be
available for issuance under this Plan.
Subject to the adjustment provisions of Article X, not more than 200,000
shares of Common Stock shall be issued under Awards of Common Stock and/or
Restricted Stock.
Subject to the foregoing provisions of this Article V, if a Grant or an
Award may be paid only in shares of Common Stock, or in either cash or shares of
Common Stock, the shares of Common Stock shall be deemed to be issued hereunder
only when and to the extent that payment is actually made in shares of Common
Stock. However, the Committee may authorize a cash payment under a Grant or an
Award in lieu of shares of Common Stock if there are insufficient shares of
Common Stock available for issuance under the Plan.
Article VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be fixed by the Committee, but shall not be less than the Fair
Market Value on the date of grant.
Article VII
EXERCISE OF OPTIONS
7.1. Maximum Option Period. The period in which an Option may be exercised
shall be determined by the Committee on the date of grant; provided, however
that an Incentive Stock Option shall not be exercisable after the expiration of
10 years from the date the Incentive Stock Option was granted.
7.2. Non-Transferability. Non-Qualified Stock Options may be transferable
by a Participant and exercisable by a person other than a Participant, but only
to the extent specifically provided in an Option Agreement. Incentive Stock
Options, by their terms, shall not be transferable except by will or by the laws
of descent and distribution and shall be exercisable, during the Participant's
lifetime, only by the Participant. No right or interest of a Participant in any
Option shall be liable for, or subject to, any lien, obligation or liability of
such Participant.
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7.3. Employee Status. For purposes of determining the applicability of
Section 422 of the Code (relating to Incentive Stock Options), or in the event
that the terms of any Grant provide that it may be exercised only during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent leaves of absence for governmental or
military service, illness, temporary Disability, or other reasons shall not be
deemed interruptions of continuous employment.
Article VIII
METHOD OF EXERCISE
8.1. Exercise. Subject to the provisions of Articles VII and XI, an Option
may be exercised in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Committee shall determine. An
Option granted under this Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option could be exercised.
Such partial exercise of an Option shall not affect the right to exercise the
Option from time to time in accordance with this Plan with respect to remaining
shares subject to the Option.
8.2. Payment. Unless otherwise provided by the Agreement, payment of the
Option Price shall be made in cash. If the Agreement provides, payment of all or
part of the Option Price (and any applicable withholding taxes) may be made by
surrendering already owned shares of Common Stock to the Company or by the
Company withholding shares of Common Stock from the Participant upon exercise,
provided the shares surrendered or withheld have a Fair Market Value (determined
as of the day preceding the date of exercise) that is not less than such price
or part thereof and any such withholding taxes. In addition, the Committee may
establish such payment or other terms as it may deem to be appropriate and
consistent with these purposes.
8.3. Shareholder Rights. No participant shall have any rights as a
shareholder with respect to shares subject to his Option until the date he
exercises such Option.
8.4. Cashless Exercise. To the extent permitted under the applicable laws
and regulations, at the request of the Participant and with the consent of the
Committee, the Company agrees to cooperate in a "cashless exercise" of the
Option. The cashless exercise shall be effected by the Participant delivering to
the Securities Broker instructions to exercise all or part of the Option,
including instructions to sell a sufficient number of shares of Common Stock to
cover the costs and expenses associated therewith. The Committee may permit a
Participant to elect to pay any applicable withholding taxes by requesting that
the Company withhold the number of shares of Common Stock equivalent at current
Fair Market Value to the withholding taxes due.
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Article IX
COMMON STOCK AND RESTRICTED STOCK
9.1. Award. In accordance with the provisions of Article IV, the Committee
will designate persons to whom an Award of Common Stock and/or Restricted Stock
is to be made and will specify the number of shares of Common Stock covered by
such Award or Awards.
9.2. Vesting. In the case of Restricted Stock, on the date of the Award,
the Committee may prescribe that the Participant's rights in the Restricted
Stock shall be forfeitable or otherwise restricted for a period of time set
forth in the Agreement and/or until certain financial performance objectives are
satisfied as determined by the Committee in its sole discretion. Subject to the
provisions of Article XI hereof, the Committee may award Common Stock to a
Participant which is not forfeitable and is free of any restrictions on
transferability.
9.3. Shareholder Rights. Prior to their forfeiture in accordance with the
terms of the Agreement and while the shares are Restricted Stock, a Participant
will have all rights of a shareholder with respect to Restricted Stock,
including the right to receive dividends and vote the shares; provided, however,
that (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or
otherwise dispose of Restricted Stock, (ii) the Company shall retain custody of
the certificates evidencing shares of Restricted Stock, and (iii) the
Participant will deliver to the Company a stock power, endorsed in blank, with
respect to each award of Restricted Stock.
Article X
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Company effect one or more (x) stock dividends, stock split-ups,
subdivisions or consolidations of shares or other similar changes in
capitalization; (y) spin-offs, spin-outs, split-ups, split-offs, or other such
distribution of assets to shareholders; or (z) direct or indirect assumptions
and/or conversions of outstanding Options due to an acquisition of the Company,
then the maximum number of shares as to which Grants and Awards may be issued
under this Plan shall be proportionately adjusted and their terms shall be
adjusted as the Committee shall determine to be equitably required, provided
that the number of shares subject to any Grant or Award shall always be a whole
number. Any determination made under this Article X by the Committee shall be
final and conclusive.
The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property or for labor
or services, either upon direct sale or upon the exercise of rights or warrants
to subscribe therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, shall not affect, and
no adjustment by reason thereof shall be made with respect to any Grant or
Award.
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Article XI
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Grant shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements) and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company may rely on an opinion of its
counsel as to such compliance. Any share certificate issued to evidence Common
Stock for which a Grant is exercised or an Award is issued may bear such legends
and statements as the Committee may deem advisable to assure compliance with
federal and state laws and regulations. No Grant shall be exercisable, no Common
Stock shall be issued, no certificate for shares shall be delivered, and no
payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies
having jurisdiction over such matters.
Article XII
GENERAL PROVISIONS
12.1. Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue in the employ of
the Company or a Subsidiary or in any way affect any right and power of the
Company or a Subsidiary to terminate the employment of any employee at any time
with or without assigning a reason therefor.
12.2. Unfunded Plan. The Plan, insofar as it provides for a Grant, is not
required to be funded, and the Company shall not be required to segregate any
assets that may at any time be represented by a Grant under this Plan.
12.3. Change of Control. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change of Control:
(a) Unless otherwise provided by the Committee in an Agreement, any
outstanding Option which is not presently exercisable and vested as of a Change
of Control Date shall become fully exercisable and vested to the full extent of
the original Grant upon such Change of Control Date.
(b) Unless otherwise provided by the Committee in an Agreement, the
restrictions applicable to any outstanding Restricted Stock shall lapse, and
such Restricted Stock shall become free of all restrictions and become fully
vested, nonforfeitable and transferable to the full extent of the original
Award. The Committee may also provide in an Agreement that a Participant may
elect, by written notice to the Company within 60 days after a Change of Control
Date, to receive, in exchange for shares that were Restricted Stock immediately
before the
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Change of Control Date, a cash payment equal to the Fair Market Value of the
shares surrenderedon the last business day the Common Stock is traded on the New
York Stock Exchange prior to receipt by the Company of such written notice.
(c) The Committee may, in its complete discretion, cause the acceleration
or release of any and all restrictions or conditions related to a Grant or
Award, in such manner, in the case of officers and directors of the Company who
are subject to Section 16(b) of the Exchange Act, as to conform to the
provisions of Rule 16b-3.
12.4. Rules of Construction. Headings are given to the articles and
sections of this Plan for ease of reference. The reference to any statute,
regulation, or other provision of law shall be construed to refer to any
amendment to or successor of such provision of law.
12.5. Rule 16b-3 Requirements. Notwithstanding any other provisions of the
Plan, the Committee may impose such conditions on any Grant or Award, and the
Board may amend the Plan in any such respects, as they may determine, on the
advice of counsel, are necessary or desirable to satisfy the provisions of Rule
16b-3. Any provision of the Plan to the contrary notwithstanding, and except to
the extent that the Committee determines otherwise: (a) transactions by and with
respect to officers and directors of the Company who are subject to Section
16(b) of the Exchange Act shall comply with any applicable conditions of Rule
16b-3; and (b) every provision of the Plan shall be administered, interpreted,
and construed to carry out the foregoing provisions of this sentence.
12.6. Amendment, Modification, and Termination. At any time and from time
to time, the Board may terminate, amend, or modify the Plan. Such amendment or
modification may be without shareholder approval except to the extent that such
approval is required by the Code, pursuant to the rules under Section 16 of the
Exchange Act, by any national securities exchange or system on which the Common
Stock is then listed or reported, by any regulatory body having jurisdiction
with respect thereto, or under any other applicable laws, rules, or regulations.
No termination, amendment, or modification of the Plan, other than pursuant to
Section 12.5 herein, shall in any manner adversely affect any Grant or Award
theretofore issued under the Plan, without the written consent of the
Participant. The Committee may amend the terms of any Grant or Award theretofore
issued under this Plan, prospectively or retrospectively, but no such amendment
shall impair the rights of any Participant without the Participant's written
consent except an amendment provided for or contemplated in the terms of the
Grant or Award, an amendment made to cause the Plan, or Grant or Award, to
qualify for the exemption provided by Rule 16b-3, or an amendment to make an
adjustment under Article X. Except as provided in Article X, the Option Price of
any outstanding Option may not be adjusted or amended, whether through
amendment, cancellation or replacement, unless such adjustment or amendment is
approved by the shareholders of the Company.
12.7. Governing Law. The validity, construction and effect of the Plan and
any actions taken or related to the Plan shall be determined in accordance with
the laws of the Commonwealth of Virginia and applicable federal law.
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12.8. Successors and Assigns. All obligations of the Company under the
Plan, with respect to Grants and Awards issued hereunder shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company. The Plan shall
be binding on all successors and permitted assigns of a Participant, including,
but not limited to, the estate of such Participant and the executor,
administrator or trustee of such estate, and the guardians or legal
representative of the Participant.
12.9. Effect on Prior Plan and Other Compensation Arrangements. The
adoption of this Plan shall have no effect on Grants and Awards made or to be
made pursuant to the Prior Plan and the Company's other compensation
arrangements. Nothing contained in this Plan shall prevent the Company from
adopting other or additional compensation plans or arrangements for its
officers, directors or employees.
12.10. Duration of Plan. No Grant or Award may be issued under this Plan
before July 1, 1997, or after June 30, 2007; provided, however, a Grant of a
Reload Option may be issued after June 30, 2007, upon the exercise of an
Original Option as provided in Section 4.3 hereof. Grants and Awards issued on
or after July 1, 1997, but on or before June 30, 2007, and Grants of Reload
Options issued after June 30, 2007 upon the exercise of an Original Option as
provided in Section 4.3 hereof, shall remain valid in accordance with their
terms.
12.11. Effective Date. This Plan has been approved by the Board of
Directors of the Company, effective as of July 1, 1997, and by the shareholders
of the Company entitled to vote at the 1997 Annual Meeting of Shareholders.
Amendments to the Plan were approved by the Board of Directors of the Company
effective as of December 2, 1999. Amendments to the Plan were approved by the
Board of Directors of the Company effective as of August 7, 2003.
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