EXHIBIT 10.8
EQUIFAX INC.
OMNIBUS STOCK INCENTIVE PLAN
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ARTICLE I
DEFINITIONS
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1.01. Agreement means a written agreement (including any amendment or
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supplement thereto) between the Company and a Participant specifying the terms
and conditions of an award of Restricted Stock or an Option or SAR granted to
such Participant.
1.02. Board means the Board of Directors of the Company.
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1.03. Code means the Internal Revenue Code of 1986, and any amendments
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thereto.
1.04. Committee means a committee of the Board appointed to administer
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the Plan.
1.05. Common Stock means the common stock of the Company.
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1.06. Company means Equifax Inc.
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1.07. Corresponding SAR means an SAR that is granted in relation to a
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particular option and that can be exercised only upon the surrender to the
Company, unexercised, of that portion of the option to which the SAR relates.
1.08. Date of Exercise means (i) with respect to an option, the date that
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the Option price is received by the Company and (ii) with respect to an SAR, the
date that the notice of exercise is received by the Company.
1.09. Fair Market Value means, on any given date, the closing price of a
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share of Common Stock as reported on the New York Stock Exchange composite tape
on such day or, if the Common Stock was not traded on the New York Stock
Exchange on such day, then on the next preceding day that the Common Stock was
traded on such exchange, all as reported by such source as the Committee may
select.
(Includes amendments approved at 4/94 Shareholders' Meeting,
second amendment adopted July 1994 and
amendments adopted June 1995 and March 1998)
1.10. Initial Value means, with respect to an SAR, the Fair Market Value
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of one share of Common Stock on the date of grant, as set forth in the
Agreement.
1.11. Option means a stock option that entitles the holder to purchase
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from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.
1.12. Participant means an officer or key employee of the Company or of a
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Subsidiary, including an officer or key employee who is a member of the Board,
who satisfies the requirements of Article IV and is selected by the Committee to
receive a Restricted Stock award, an option, an SAR, or a combination thereof.
1.13. Plan means the Equifax Inc. Omnibus Stock Incentive Plan.
1.14. Restricted Stock means shares of Common Stock
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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.
1.15. SAR means a stock appreciation right that entitles the holder to
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receive, with respect to each share of Common Stock encompassed by the exercise
of such SAR, the amount determined by the Committee and specified in an
Agreement. In the absence of such a determination, the holder shall be entitled
to receive, with respect to each share of Common Stock encompassed by the
exercise of such SAR, the excess of the Fair Market Value on the Date of
Exercise over the Initial Value. References to "SARS" include both
Corresponding SARs and SARs granted independently of Options, unless the context
requires otherwise.
1.16. Subsidiary means any "subsidiary" (within the meaning of Section
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425 of the Code) of the Company.
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ARTICLE II
PURPOSES
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The Plan is intended to assist the Company in recruiting and retaining
officers and key employees with ability and initiative by enabling officers and
key employees 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 shares of Restricted Stock, the grant of SARS, and the
grant of both options qualifying under section 422A of the Code ("incentive
stock options") and options not so qualifying. No Option that is intended to be
an incentive stock option shall be invalid for failure to qualify as an
incentive stock option. The proceeds received by the Company from the sale of
Common Stock pursuant to this Plan shall be used for general corporate purposes.
ARTICLE III
ADMINISTRATION
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Except as provided in this Article III, the Plan shall be administered by
the Committee. The Committee shall have authority to award Restricted Stock and
to grant Options and SARs upon such terms (not inconsistent with the provisions
of this Plan) as the Committee may consider appropriate. Such terms may include
conditions (in addition to those contained in this Plan) on the exercisability
of all or any part of an Option or SAR or on the transferability or
forfeitability of Restricted Stock. Notwithstanding any such conditions, the
Committee may, in its discretion, accelerate the time at which any Option or SAR
may be exercised or the time at which Restricted Stock may become transferable
or nonforfeitable, but only in the event of the death, retirement or disability
of a Participant or a change in control of the Company. For purposes hereof,
"retirement" means retirement from the Company or a Subsidiary on or after age
65, or, otherwise with the consent of the Company. A "change in control of the
Company" means the occurrence of any of the following events:
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1. Voting Stock Accumulations. The accumulation by any Person of
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Beneficial Ownership of twenty percent (20%) or more of the combined voting
power of the Company's Voting Stock; provided that for purposes of this ARTRICLE
III, SUBPARAGRAPH 1, a Change in Control will not be deemed to have occurred if
the accumulation of twenty percent (20%) or more of the voting power of the
Company's Voting Stock results from any acquisition of Voting Stock (a) directly
from the Company that is approved by the Incumbent Board, (b) by the Company,
(c) by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any Subsidiary, or (d) by any Person pursuant to a Business
Combination that complies with CLAUSES (A), (B) AND (C) of ARTICLE III,
SUBPARAGRAPH 2; or
2. Business Combinations. Consummation of a Business Combination,
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unless, immediately following that Business Combination, (a) all or
substantially all of the Persons who were the beneficial owners of Voting Stock
of the Company immediately prior to that Business Combination beneficially own,
directly or indirectly, more than sixty-six and two-thirds percent (66 2/3%) of
the then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
Directors of the entity resulting from that Business Combination (including,
without limitation, an entity that as a result of that transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions relative
to each other as their ownership, immediately prior to that Business
Combination, of the Voting Stock of the Company, (b) no Person (other than the
Company, that entity resulting from that Business Combination, or any employee
benefit plan (or related trust) sponsored or maintained by the Company, any
Eighty Percent (80%) Subsidiary or that entity resulting from that Business
Combination) beneficially owns, directly or indirectly, twenty percent (20%) or
more of the then outstanding shares of common stock of the entity resulting from
that Business Combination or the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors of
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that entity, and (c) at least a majority of the members of the Board of
Directors of the entity resulting from that Business Combination were members of
the Incumbent Board at the time of the execution of the initial agreement or of
the action of the Board providing for that Business Combination; or
3. Sale of Assets. A sale or other disposition of all or substantially
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all of the assets of the Company; or
4. Liquidations or Dissolutions. Approval by the shareholders of the
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Company of a complete liquidation or dissolution of the Company, except pursuant
to a Business Combination that complies with CLAUSES (A), (B) AND (C) of ARTICLE
III, SUBPARAGRAPH 2.
For purposes of this ARTICLE III, the following definitions will apply:
"Beneficial Ownership" means beneficial ownership as that term is used in
Rule 13d-3 promulgated under the Exchange Act.
"Business Combination" means a reorganization, merger or consolidation of
the Company.
"Eighty Percent (80%) Subsidiary" means an entity in which the Company
directly or indirectly beneficially owns eighty percent (80%) or more of the
outstanding Voting Stock.
"Exchange Act" means the Securities Exchange Act of 1934, including
amendments, or successor statutes of similar intent.
"Incumbent Board" means a Board of Directors at least a majority of whom
consist of individuals who either are (a) members of the Company's Board of
Directors as of the date of this Letter or (b) members who become members of the
Company's Board of Directors subsequent to the date of this Letter whose
election, or nomination for election by the Company's shareholders, was approved
by a vote of at least two-thirds (2/3) of the directors then comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement
of the Company in which that person is named as a nominee for director, without
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objection to that nomination), but excluding, for that purpose, any individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest (within the meaning of Rule 14a-11 of the Exchange Act) with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors.
"Person" means any individual, entity or group (within the meaning of
Section 13(d)(3) or 14 (d)(2) of the Exchange Act).
"Voting Stock" means the then outstanding securities of an entity entitled
to vote generally in the election of members of that entity's Board of
Directors.
"Disability" means permanently and totally disabled as defined in Code
Section 22(e)(3). 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. 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.
No member of the Committee shall be liable for any act done in good faith with
respect to this Plan or any Agreement, Option, SAR or Restricted Stock award.
All expenses of administering this Plan shall be borne by the Company.
The Committee, in its discretion, may delegate to one or more officers
of the Company, all or part of the Committee's authority and duties with respect
to Participants who are not subject to the reporting and other provisions of
Section 16 of the Securities Exchange Act of 1934, as in effect from time to
time. In the event of such delegation, and as to matters encompassed by the
delegation, references in the Plan to the Committee shall be interpreted as a
reference to the Committee's delegate or delegates. The Committee may revoke or
amend the terms of a delegation at any time but such action shall not invalidate
any prior actions of the Committee's delegate or delegates that were consistent
with the terms of the Plan.
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ARTICLE IV
ELIGIBILITY
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4.01. General. Any employee of the Company or of any Subsidiary
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(including any corporation that becomes a Subsidiary after the adoption of this
Plan) is eligible to participate in this Plan if the Committee, in its sole
discretion, determines that such person is an officer or key employee. Any such
officer or key employee may be awarded shares of Restricted Stock or may be
granted one or more Options, SARS, or options and SARS. Directors of the
Company who are employees of the Company or a Subsidiary and who are determined
to be officers or key employees are eligible to participate in this Plan. A
person who is a member of the Committee may not be awarded shares of Restricted
Stock and may not be granted options or SARs under this Plan.
4.02. Grants. The Committee will designate individuals to whom shares of
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Restricted Stock are to be awarded and to whom Options and SARs are to be
granted and will specify the number of shares of Common Stock subject to each
award or grant. An option may be granted with or without a related SAR. An SAR
may be granted with or without a related Option. All shares of Restricted Stock
awarded, and all options and SARs granted, 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 adopt. No Participant may be granted
incentive stock options or related SARs (under all incentive stock option plans
of the Company and its Subsidiaries) 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. The preceding annual limitation shall
not apply with respect to Options that are not incentive stock options. The
aggregate number of options and SARs granted to any Participant during any
calendar year shall not exceed 150,000 Options and/or SARS. For purposes of the
preceding sentence, Options and any Corresponding SARs shall be treated as a
single award.
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ARTICLE V
STOCK SUBJECT TO OPTIONS
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Upon the award of shares of Restricted Stock the Company may issue
authorized but unissued Common Stock. Upon the exercise of any Option or SAR,
the Company may deliver to the Participant (or the Participant's broker if the
Participant so directs), authorized but unissued Common Stock. The maximum
aggregate number of shares of Common Stock that may be issued pursuant to the
exercise of Options and SARs and the award of Restricted Stock under this Plan
is 4,000,000, subject to adjustment as provided in Article X. If an Option or
SAR is terminated, in whole or in part, for any reason other than its exercise,
the number of shares of Common Stock allocated to the Option or SAR or portion
thereof may be reallocated to other Options, SARS, and Restricted Stock awards
to be granted under this Plan. Any shares of Restricted Stock that are
forfeited may be reallocated to other Options, SARs or Restricted Stock awards
to be granted under this Plan.
ARTICLE VI
OPTION PRICE
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The price per share for Common Stock purchased on the exercise of an
option shall be determined by the Committee on the date of grant; provided,
however, that the price per share for Common Stock purchased on the exercise of
any Option shall not be less than the Fair Market Value on the date the Option
is granted.
ARTICLE VII
EXERCISE OF OPTION
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7.01. Maximum Option or SAR Period. The maximum period in which an
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Option or SAR may be exercised shall be determined by the Committee on the date
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of grant except that no Option or SAR shall be exercisable after the expiration
of 10 years from the date the Option or SAR was granted. The terms of any
option or SAR may provide that it is exercisable for a period less than such
maximum period.
7.02. Nontransferability. Any Option or SAR granted under this Plan
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shall be nontransferable except by will or by the laws of descent and
distribution. The preceding sentence to the contrary notwithstanding, if
permitted by the Agreement, an Option or SAR granted under this Plan may be
transferred to (1) members of the Participant's immediate family, (2) a trust
established for the benefit of members of the Participant's immediate family, or
(3) a partnership comprised only of immediate family members. "Immediate
family" shall include Participant's child(ren), spouse and grandchildren. In
the event of any such transfer, the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person or person(s),
trust or partnership. No right or interest of a Participant in any Option or
SAR shall be liable for, or subject to, any lien, obligation, or liability of
such Participant or transferee. Any option or SAR transferred shall continue to
be subject to the same terms and conditions that were applicable to such Option
or SAR prior to such transfer.
7.03. Employee Status. For purposes of determining the applicability of
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Section 422A of the Code (relating to incentive stock options), or in the event
that the terms of any Option or SAR 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
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8.01. Exercise. An Option or SAR granted under this Plan shall be deemed
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to have been exercised on the Date of Exercise. Subject to the provisions of
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Articles VII and XI, an option or SAR 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; provided, however, that a Corresponding SAR
that is related to an incentive stock option may be exercised only to the extent
that the related Option is exercisable and when the Fair Market Value exceeds
the option price of the related option. An Option or SAR granted under this
Plan may be exercised with respect to any number of whole shares less than the
full number for which the option or SAR could be exercised; provided, however,
that an option or SAR must be exercised for no less than twenty-five shares of
Common Stock or, if less, the number of shares of Common Stock that remain
subject to the Option or SAR. A partial exercise of an Option or SAR shall not
affect the right to exercise the Option or SAR from time to time in accordance
with this Plan and the applicable Agreement with respect to remaining shares
subject to the Option or related to the SAR. The exercise of either an Option
or Corresponding SAR shall result in the termination of the other to the extent
of the number of shares with respect to which the option or Corresponding SAR is
exercised.
8.02. Payment. Unless otherwise provided by the Agreement, payment of
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the Option price shall be made in cash or a cash equivalent acceptable to the
Committee. If the Agreement provides, payment of all or part of the Option
price may be made by surrendering shares of Common Stock to the Company;
provided, however, that shares of Common Stock may be surrendered in payment of
all or part of the option price only if the surrendered shares have been held by
the Participant for at least six months prior to the Date of Exercise. If
Common Stock is used to pay all or part of the option price, the shares
surrendered must 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.
8.03. Determination of Payment of Cash and/or Common Stock Upon Exercise
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of SAR. At the Committee's discretion, the amount payable as a result of the
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exercise of an SAR may be settled in cash, Common Stock, or a combination of
cash and Common Stock. No fractional shares shall be deliverable upon the
exercise of an SAR but a cash payment will be made in lieu thereof.
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8.04. Shareholder Rights. No Participant shall have any rights as a
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stockholder with respect to shares subject to his option or SAR until the Date
of Exercise of such Option or SAR.
ARTICLE IX
RESTRICTED STOCK
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9.01. Award. In accordance with the provisions of Article IV, the
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Committee will designate each individual to whom an award of Restricted Stock is
to be made and will specify the number of shares of Common Stock covered by the
award.
9.02. Vesting. The Committee, on the date of the award, shall prescribe
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that a Participant's rights in the Restricted Stock shall be non-transferable
and forfeitable for a period of time no less than three (3) years from the date
of grant. By way of example and not of limitation, shares shall vest no earlier
than three (3) years after date of grant and may provide that the shares will be
forfeited if the Participant separates from the service of the Company and its
Subsidiaries before the expiration of a stated term (not less than three years)
or if the Company, the Company and its Subsidiaries or the Participant fail to
achieve stated objectives.
9.03. Shareholder Rights. Prior to their forfeiture in accordance with
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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. The limitations set
forth in the preceding sentence shall not apply after the shares cease to be
Restricted Stock.
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ARTICLE X
ADJUSTMENT UPON CHANGE IN COMMON STOCK
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The maximum number of shares as to which Restricted Stock may be awarded
and as to which options and SARs may be granted under this Plan shall be
proportionately adjusted, and the terms of outstanding Restricted Stock awards,
options, and SARs shall be adjusted, as the Committee shall determine to be
equitably required in the event that the Company (a) effects one or more stock
dividends, stock split-ups, subdivisions or consolidations of shares or (b)
engages in a transaction to which Section 425 of the Code applies. 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,
outstanding awards of Restricted Stock, Options or SARS.
The Committee may award shares of Restricted Stock, may grant Options,
and may grant SARs in substitution for stock awards, stock options, stock
appreciation rights, or similar awards held by an individual who becomes an
employee of the Company or a Subsidiary in connection with a transaction
described in the first paragraph of this Article X. Notwithstanding any
provision of the Plan (other than the limitation of Article V) , the terms of
such substituted Restricted Stock awards and Option or SAR grants shall be as
the Committee, in its discretion, determines is appropriate.
ARTICLE XI
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
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No Option or SAR 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
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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 shall have the right to rely on an
opinion of its counsel as to such compliance. Any share certificate issued to
evidence Common Stock for which shares of Restricted Stock are awarded or for
which an option or SAR is exercised may bear such legends and statements as the
Committee may deem advisable to assure compliance with federal and state laws
and regulations. No Option or SAR 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
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12.01. Effect on Employment. Neither the adoption of this Plan, its
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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.
12.02. Unfunded Plan. The Plan, insofar as it provides for grants,
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shall be unfunded, and the Company shall not be required to segregate any assets
that may at any time be represented by grants under this Plan. Any liability of
the Company to any person with respect to any grant under this Plan shall be
based solely upon any contractual obligations that may be created pursuant to
this Plan. No such obligation of the Company shall be deemed to be secured by
any pledge of, or other encumbrance on, any property of the Company.
12.03. Rules of Construction. Headings are given to the articles and
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sections of this Plan solely as a convenience to facilitate 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.
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ARTICLE XIII
AMENDMENT
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The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of Common
Stock that may be issued under the Plan, (ii) the amendment changes the class of
individuals eligible to become Participants, or (iii) the amendment extends the
duration of the Plan. No amendment shall, without a Participant's consent,
adversely affect any rights of such Participant under any outstanding Restricted
Stock award or under any Option or SAR outstanding at the time such amendment is
made.
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ARTICLE XIV
DURATION OF PLAN
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No shares of Restricted Stock may be awarded and no Option or SAR may be
granted under this Plan after January 31, 2000. Restricted Stock awards and
Options and SARs granted before that date shall remain valid in accordance with
their terms.
ARTICLE XV
EFFECTIVE DATE OF PLAN
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Shares of Restricted Stock may be awarded and Options and SARs may be
granted under this Plan upon its adoption by the Board, provided that no
Restricted Stock award, Option or SAR will be effective unless this Plan is
approved by shareholders holding a majority of the Company's outstanding voting
stock, voting either in person or by proxy at a duly held shareholders' meeting
within twelve months of such adoption.
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