EXHIBIT
10.7
2003 STOCK INCENTIVE PLAN
OF
RF MICRO DEVICES, INC.
2003 STOCK
INCENTIVE PLAN
OF
RF MICRO DEVICES, INC.
1.
Purpose
The purpose of the 2003 Stock Incentive Plan of RF Micro Devices,
Inc. (the " Plan ") is to encourage and enable selected
employees, directors and independent contractors of RF Micro
Devices, Inc. (RF Micro Devices, Inc., together with any successor
corporation thereto, being referred to herein as the "
Corporation ") and its related entities to acquire or to
increase their holdings of common stock of the Corporation (the "
Common Stock ") and other proprietary interests in the
Corporation in order to promote a closer identification of their
interests with those of the Corporation and its shareholders,
thereby further stimulating their efforts to enhance the
efficiency, soundness, profitability, growth and shareholder value
of the Corporation. This purpose will be carried out through the
granting of benefits (collectively referred to herein as "
awards ") to selected employees, independent contractors and
directors, including the granting to selected participants of
incentive stock options (" incentive options ") intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the " Code "), nonqualified stock options ("
nonqualified options "), stock appreciation rights ("
SARs "), restricted awards in the form of restricted stock
awards (" restricted stock awards ") and restricted stock
units (" restricted stock units "), and performance awards
in the form of performance shares (" performance shares ")
and performance units (" performance units ").
Incentive options and nonqualified options shall be referred to
herein collectively as " options ." Restricted stock
awards and restricted stock units shall be referred to herein
collectively as " restricted awards ." Performance
shares and performance units shall be referred to herein
collectively as " performance awards ."
2.
Administration of the Plan
(a)
The Plan shall be administered by the Board of Directors of the
Corporation (the " Board " or the " Board of
Directors ") or, upon its delegation, by the Compensation
Committee of the Board of Directors (the " Committee
"). Unless the Board determines otherwise, the Committee
shall be comprised solely of two or more " non-employee
directors ," as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the " Exchange
Act "), or as may otherwise be permitted under Rule
16b-3. Further, to the extent required by Section 162(m) of
the Code and related regulations, the Plan shall be administered by
a committee comprised of two or more " outside directors "
(as such term is defined in Section 162(m) or related regulations)
or as may otherwise be permitted under Section 162(m) and related
regulations. For the purposes herein, the term "
Administrator " shall refer to the Board and, upon its
delegation to the Committee of all or part of its authority to
administer the Plan, to the Committee.
1
(b)
In addition to action by meeting in accordance with applicable
laws, any action of the Administrator with respect to the Plan may
be taken by a written instrument signed by all of the members of
the Board or Committee, as appropriate, and any such action so
taken by written consent shall be as fully effective as if it had
been taken by a majority of the members at a meeting duly held and
called. Subject to the provisions of the Plan, the Administrator
shall have full and final authority in its discretion to take any
action with respect to the Plan including, without limitation, the
authority (i) to determine all matters relating to awards,
including selection of individuals to be granted awards, the types
of awards, the number of shares of the Common Stock, if any,
subject to an award, and all terms, conditions, restrictions and
limitations of an award; (ii) to prescribe the form or forms of the
agreements evidencing any awards granted under the Plan; (iii) to
establish, amend and rescind rules and regulations for the
administration of the Plan; and (iv) to construe and interpret the
Plan, awards and award agreements made under the Plan, to interpret
rules and regulations for administering the Plan and to make all
other determinations deemed necessary or advisable for
administering the Plan. The Administrator shall also have
authority, in its sole discretion, to accelerate the date that any
award which was not otherwise exercisable, vested or earned shall
become exercisable, vested or earned in whole or in part without
any obligation to accelerate such date with respect to any other
award granted to any recipient. In addition, the
Administrator shall have the authority and discretion to establish
terms and conditions of awards (including but not limited to the
establishment of subplans) as the Administrator determines to be
necessary or appropriate to conform to the applicable requirements
or practices of jurisdictions outside of the United States.
No member of the Board or Committee, as applicable, shall be liable
while acting as Administrator for any action or determination made
in good faith with respect to the Plan, an award or an award
agreement. The members of the Board or Committee, as
applicable, shall be entitled to indemnification and reimbursement
in the manner provided in the Corporation’s articles of
incorporation.
(c)
Notwithstanding the other provisions of Section 2, the
Administrator may delegate to one or more officers of the
Corporation the authority to grant awards, and to make any or all
of the determinations reserved for the Administrator in the Plan
and summarized in Section 2(b) herein with respect to such awards
(subject to any restrictions imposed by applicable laws, rules and
regulations and such terms and conditions as may be established by
the Administrator); provided, however, that, to the extent required
by Section 16 of the Exchange Act or Section 162(m) of the Code,
the participant, at the time of said grant or other determination,
(i) is not deemed to be an officer or director of the Corporation
within the meaning of Section 16 of the Exchange Act; and (ii) is
not deemed to be a "covered employee" as defined under Section
162(m) of the Code and related regulations. To the extent
that the Administrator has delegated authority to grant awards
pursuant to this Section 2(c) to one or more officers of the
Corporation, references to the Administrator shall include
references to such officer or officers, subject, however, to the
requirements of the Plan, Rule 16b-3, Section 162(m) of the Code
and other applicable laws, rules and regulations.
3.
Effective Date
The effective date of the Plan shall be July 22, 2003 (the "
Effective Date "). Awards may be granted under the
Plan on and after the Effective Date, but no awards will be granted
after July 21, 2013. Awards which are outstanding on July 21,
2013 (or such earlier termination date as may be established by the
Board pursuant to Section 16(a) herein) shall continue in
accordance with their terms, unless otherwise provided in the Plan
or an award agreement.
2
4.
Shares of Stock Subject to the Plan; Award
Limitations
(a)
Shares Available for Awards : Subject to adjustments as
provided in this Section 4(c), the aggregate number of shares of
Common Stock that may be issued pursuant to awards granted under
the Plan shall not exceed the sum of (i) 9,250,000 shares, plus
(ii) any shares of Common Stock (A) remaining available for
issuance as of the Effective Date of the Plan under the
Corporation’s 1999 Stock Incentive Plan, Key Employees’
1997 Stock Option Plan, 1992 Stock Option Plan and any other stock
incentive plans maintained by the Corporation (collectively, the "
Prior Plans "), and/or (B) subject to an award granted under
a Prior Plan, which award is forfeited, cancelled, terminated,
expires or lapses for any reason. Shares delivered under the
Plan shall be authorized but unissued shares or shares purchased on
the open market or by private purchase. The Corporation
hereby reserves sufficient authorized shares of Common Stock to
meet the grant of awards hereunder. Notwithstanding any
provision herein to the contrary, the following limitations shall
apply to awards granted under the Plan, in each case subject to
adjustment pursuant to Section 4(c):
(i)
The maximum number of shares of Common Stock that may be issued
under the Plan pursuant to the grant of incentive stock options
shall not exceed 9,250,000 shares; and
(ii)
No participant may be granted awards in any 12-month period for
more than 800,000 shares of Common Stock (or the equivalent value
thereof based on the fair market value per share of the Common
Stock on the date of grant of an award).
(b)
Shares not subject to limitations : The following will not
be applied to the share limitations of Section 4(a) above: (i)
dividends, including dividends paid in shares, or dividend
equivalents paid in cash in connection with outstanding awards,
(ii) awards which by their terms are settled in cash, (iii) shares
and any awards that are granted through the assumption of, or in
substitution for, outstanding awards previously granted as the
result of a merger, consolidation, or acquisition of the employing
company (or an affiliate) pursuant to which it is merged with the
Corporation or becomes a related entity of the Corporation, (iv)
any shares subject to an award under the Plan which award is
forfeited, cancelled, terminated, expires or lapses for any reason,
and (v) any shares surrendered by a participant or withheld by the
Corporation to pay the option price for an option or used to
satisfy any tax withholding requirement in connection with the
exercise, vesting or earning of an award if, in accordance with the
terms of the Plan, a participant pays such option price or
satisfies such tax withholding by either tendering previously owned
shares or having the Corporation withhold shares.
3
(c)
Adjustments : If there is any change in the outstanding
shares of Common Stock because of a merger, consolidation or
reorganization involving the Corporation or a related entity, or if
the Board of Directors of the Corporation declares a stock
dividend, stock split distributable in shares of Common Stock,
reverse stock split, combination or reclassification of the Common
Stock, or if there is a similar change in the capital stock
structure of the Corporation or a related entity affecting the
Common Stock, the number of shares of Common Stock reserved for
issuance under the Plan shall be correspondingly adjusted, and the
Administrator shall make such adjustments to awards and to any
provisions of this Plan as the Administrator deems equitable to
prevent dilution or enlargement of awards or as may be otherwise
advisable.
5.
Eligibility
An award may be granted only to an individual who satisfies the
following eligibility requirements on the date the award is
granted:
(a)
The individual is either (i) an employee of the Corporation or a
related entity, (ii) a director of the Corporation or a related
entity, or (iii) an independent contractor, consultant or advisor
(collectively, " independent contractors ") providing
services to the Corporation or a related entity. For this
purpose, an individual shall be considered to be an "
employee " only if there exists between the individual and
the Corporation or a related entity the legal and bona fide
relationship of employer and employee.
(b)
With respect to the grant of incentive options, the individual does
not own, immediately before the time that the incentive option is
granted, stock possessing more than 10% of the total combined
voting power of all classes of stock of the Corporation or a
related corporation. Notwithstanding the foregoing, an
individual who owns more than 10% of the total combined voting
power of the Corporation or a related corporation may be granted an
incentive option if the option price is at least 110% of the fair
market value of the Common Stock (as defined in Section 6(c)(ii)
herein), and the option period (as defined in Section 6(d)(i)
herein) does not exceed five years. For this purpose, an
individual will be deemed to own stock which is attributable to him
under Section 424(d) of the Code.
(c)
With respect to the grant of substitute awards or assumption of
awards in connection with a merger, consolidation, acquisition,
reorganization or similar business combination involving the
Corporation or a related entity, the recipient is otherwise
eligible to receive the award and the terms of the award are
consistent with the Plan and applicable laws, rules and regulations
(including, to the extent necessary, the federal securities laws
registration provisions and Section 424(a) of the
Code).
(d)
The individual, being otherwise eligible under this Section 5, is
selected by the Administrator as an individual to whom an award
shall be granted (a " participant ").
6.
Options
(a)
Grant of Options : Subject to the limitations of the
Plan, the Administrator may in its sole and absolute discretion
grant options to such eligible individuals in such numbers, subject
to such terms and conditions, and at such times as the
Administrator shall determine. Both incentive options and
nonqualified options may be granted under the Plan, as determined
by the Administrator; provided, however, that incentive options may
only be granted to employees of the Corporation or a related
corporation. To the extent that an option is designated as an
incentive option but does not qualify as such under Section 422 of
the Code, the option (or portion thereof) shall be treated as a
nonqualified option.
4
(b)
Option Price : The price per share at which an option
may be exercised (the " option price ") shall be established
by the Administrator and stated in the award agreement evidencing
the grant of the option; provided, that (i) the option price of an
option shall be no less than the fair market value per share of the
Common Stock, as determined in accordance with Section 6(c)(ii) on
the date the option is granted (or 110% of the fair market value
with respect to incentive options granted to an employee who owns
stock possessing more than 10% of the total voting power of all
classes of stock of the Corporation or a related corporation, as
provided in Section 5(b) herein); and (ii) in no event shall the
option price per share of any option be less than the par value per
share, if any, of the Common Stock.
(c)
Date of Grant; Fair Market Value
(i)
An incentive option shall be considered to be granted on the date
that the Administrator acts to grant the option, or on any later
date specified by the Administrator as the effective date of the
option. A nonqualified option shall be considered to be
granted on the date the Administrator acts to grant the option or
any other date specified by the Administrator as the date of grant
of the option.
(ii)
For the purposes of the Plan, the fair market value per share of
the Common Stock shall be established in good faith by the
Administrator and, except as may otherwise be determined by the
Administrator, the fair market value shall be determined in
accordance with the following provisions: (A) if the shares of
Common Stock are listed for trading on the New York Stock Exchange
or the American Stock Exchange, the fair market value shall be the
closing sales price per share of the shares on the New York Stock
Exchange or the American Stock Exchange (as applicable) on the date
immediately preceding the date the option is granted or other
determination is made (each, a " valuation date "), or, if
there is no transaction on such date, then on the trading date
nearest preceding the valuation date for which closing price
information is available, and, provided further, if the shares are
quoted on the Nasdaq National Market or the Nasdaq SmallCap Market
of the Nasdaq Stock Market but are not listed for trading on the
New York Stock Exchange or the American Stock Exchange, the fair
market value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such
system on the date immediately or nearest preceding the valuation
date for which such information is available; or (B) if the shares
of Common Stock are not listed or reported in any of the foregoing,
then the fair market value shall be determined by the Administrator
in accordance with the applicable provisions of Section 20.2031-2
of the Federal Estate Tax Regulations, or in any other manner
consistent with the Code and accompanying regulations.
(iii)
In no event shall there first become exercisable by an employee in
any one calendar year incentive options granted by the Corporation
or any related corporation with respect to shares having an
aggregate fair market value (determined at the time an incentive
option is granted) greater than $100,000.
(d)
Option Period and Limitations on the Right to Exercise
Options
5
(i)
The term of an option (the " option period ") shall be
determined by the Administrator at the time the option is granted
and shall be stated in the individual award agreement. With respect
to incentive options, the option period shall not extend more than
10 years from the date on which the option is granted (or five
years with respect to incentive options granted to an employee who
owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Corporation or a related
corporation, as provided in Section 5(b) herein). Any option
or portion thereof not exercised before expiration of the option
period shall terminate. The period or periods during which,
and conditions pursuant to which, an option may become exercisable
shall be determined by the Administrator in its discretion, subject
to the terms of the Plan.
(ii)
An option may be exercised by giving written notice to the
Corporation in form acceptable to the Administrator at such place
and subject to such conditions as may be established by the
Administrator or its designee. Such notice shall specify the
number of shares to be purchased pursuant to an option and the
aggregate purchase price to be paid therefor and shall be
accompanied by payment of such purchase price. Unless an
individual award agreement provides otherwise, such payment shall
be in the form of cash or cash equivalent; provided that, where
permitted by the Administrator and applicable laws, rules and
regulations (including but not limited to Section 402 of the
Sarbanes-Oxley Act of 2002), payment may also be made:
(A)
By delivery (by either actual delivery or attestation) of shares of
Common Stock owned by the participant at the time of exercise for a
period of at least six months and otherwise acceptable to the
Administrator;
(B)
By shares of Common Stock withheld upon exercise;
(C)
By delivery of written notice of exercise to the Corporation and
delivery to a broker of written notice of exercise and irrevocable
instructions to promptly deliver to the Corporation the amount of
sale or loan proceeds to pay the option price;
(D)
By such other payment methods as may be approved by the
Administrator and which are acceptable under applicable law;
or
(E)
By any combination of the foregoing methods.
Shares tendered or withheld in payment on the exercise of an option
shall be valued at their fair market value on the date of exercise,
as determined by the Administrator by applying the provisions of
Section 6(c)(ii).
(iii)
Unless the Administrator determines otherwise, no option granted to
a participant who was an employee at the time of grant shall be
exercised unless the participant is, at the time of exercise, an
employee as described in Section 5(a), and has been an employee
continuously since the date the option was granted, subject to the
following:
(A)
An option shall not be affected by any change in the terms,
conditions or status of the participant’s employment,
provided that the participant continues to be an employee of the
Corporation or a related entity.
6
(B)
The employment relationship of a participant shall be treated as
continuing intact for any period that the participant is on
military or sick leave or other bona fide leave of absence,
provided that the period of such leave does not exceed 90 days, or,
if longer, as long as the participant’s right to reemployment
is guaranteed either by statute or by contract. The
employment relationship of a participant shall also be treated as
continuing intact while the participant is not in active service
because of disability. The Administrator shall have sole
authority to determine whether a participant is disabled and, if
applicable, the date of a participant’s termination of
employment or service for any reason (the " termination date
").
(C)
Unless the Administrator determines otherwise, if the employment of
a participant is terminated because of disability or death, the
option may be exercised only to the extent exercisable on the
participant’s termination date, except that the Administrator
may in its discretion accelerate the date for exercising all or any
part of the option which was not otherwise exercisable on the
termination date. The option must be exercised, if at all,
prior to the first to occur of the following, whichever shall be
applicable: (X) the close of the period of 12 months next
succeeding the termination date (or such other period stated in the
applicable award agreement); or (Y) the close of the option
period. In the event of the participant’s death, such
option shall be exercisable by such person or persons as shall have
acquired the right to exercise the option by will or by the laws of
intestate succession.
(D)
Unless the Administrator determines otherwise, if the employment of
the participant is terminated for any reason other than disability,
death or for "cause," his option may be exercised to the extent
exercisable on his termination date, except that the Administrator
may in its discretion accelerate the date for exercising all or any
part of the option which was not otherwise exercisable on the
termination date. The option must be exercised, if at all,
prior to the first to occur of the following, whichever shall be
applicable: (X) the close of the period of 90 days next
succeeding the termination date (or such other period stated in the
applicable award agreement); or (Y) the close of the option
period. If the participant dies following such termination of
employment and prior to the earlier of the dates specified in (X)
or (Y) of this subparagraph (D), the participant shall be treated
as having died while employed under subparagraph (C) immediately
preceding (treating for this purpose the participant's date of
termination of employment as the termination date). In the
event of the participant’s death, such option shall be
exercisable by such person or persons as shall have acquired the
right to exercise the option by will or by the laws of intestate
succession.
7
(E)
Unless the Administrator determines otherwise, if the employment of
the participant is terminated for " cause ," his option
shall lapse and no longer be exercisable as of his termination
date, as determined by the Administrator. For purposes of the
Plan, unless the Administrator determines otherwise, a
participant’s termination shall be for "cause" if such
termination results from the participant’s (X) termination
for "cause" under the participant’s employment, consulting or
other agreement with the Corporation or a related entity, if any,
or (Y) if the participant has not entered into any such employment,
consulting or other agreement, then the participant’s
termination shall be for "cause" if termination results due to the
participant’s (i) dishonesty; (ii) refusal to perform his
duties for the Corporation; or (iii) engaging in conduct that could
be materially damaging to the Corporation without a reasonable good
faith belief that such conduct was in the best interest of the
Corporation. The determination of "cause" shall be made by
the Administrator and its determination shall be final and
conclusive.
(F)
Notwithstanding the foregoing, the Administrator may, in its
discretion, accelerate the date for exercising all or any part of
an option which was not otherwise exercisable on the termination
date, extend the period during which an option may be exercised,
modify the terms and conditions to exercise, or any combination of
the foregoing.
(iv)
Unless the Administrator determines otherwise, an option granted to
a participant who was a non-employee director of the Corporation or
a related entity at the time of grant may be exercised only to the
extent exercisable on the date of the participant’s
termination of service to the Corporation or a related entity
(unless the termination was for cause), and must be exercised, if
at all, prior to the first to occur of the following, as
applicable: (X) the close of the period of 24 months next
succeeding the termination date (or such other period stated in the
applicable award agreement); or (Y) the close of the option
period. If the services of such a participant are terminated
for cause (as defined in Section 6(a)(iii)(E) herein), his option
shall lapse and no longer be exercisable as of his termination
date, as determined by the Administrator. Notwithstanding the
foregoing, the Administrator may in its discretion accelerate the
date for exercising all or any part of an option which was not
otherwise exercisable on the termination date, extend the period
during which an option may be exercised, modify the other terms and
conditions to exercise, or any combination of the
foregoing.
(v)
Unless the Administrator determines otherwise, an option granted to
a participant who was an independent contractor of the Corporation
or a related entity at the time of grant (and who does not
thereafter become an employee, in which case he shall be subject to
the provisions of Section 6(d)(iii) herein) may be exercised only
to the extent exercisable on the date of the participant’s
termination of service to the Corporation or a related entity
(unless the termination was for cause), and must be exercised, if
at all, prior to the first to occur of the following, as
applicable: (X) the close of the period of 90 days next succeeding
the termination date (or such other period stated in the applicable
award agreement); or (Y) the close of the option period. If
the services of such a participant are terminated for cause (as
defined in Section 6(d)(iii)(E) herein), his option shall lapse and
no longer be exercisable as of his termination date, as determined
by the Administrator. Notwithstanding the foregoing, the
Administrator may in its discretion accelerate the date for
exercising all or any part of an option which was not otherwise
exercisable on the termination date, extend the period during which
an option may be exercised, modify the other terms and conditions
to exercise, or any combination of the foregoing.
8
(vi)
A participant or his legal representative, legatees or distributees
shall not be deemed to be the holder of any shares subject to an
option and shall not have any rights of a shareholder unless and
until certificates for such shares have been issued and delivered
to him or them under the Plan. A certificate or certificates
for shares of Common Stock acquired upon exercise of an option
shall be issued in the name of the participant (or his beneficiary)
and distributed to the participant (or his beneficiary) as soon as
practicable following receipt of notice of exercise and payment of
the purchase price (except as may otherwise be determined by the
Corporation in the event of payment of the option price pursuant to
Section 6(d)(ii)(C) herein).
(vii)
If shares of Common Stock acquired upon exercise of an incentive
option are disposed of within two years following the date of grant
or one year following the transfer of such shares to a participant
upon exercise, the participant shall, promptly following such
disposition, notify the Corporation in writing of the date and
terms of such disposition and provide such other information
regarding the disposition as the Administrator may reasonably
require.
(e)
Nontransferability of Options : Incentive options shall not
be transferable (including by sale, assignment, pledge or
hypothecation) other than by will or the laws of intestate
succession. Nonqualified options shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than
by will or the laws of intestate succession, except as may be
permitted by the Administrator in a manner consistent with the
registration provisions of the Securities Act of 1933, as amended
(the " Securities Act "). Except as may be permitted
by the preceding sentence, an option shall be exercisable during
the participant’s lifetime only by him or by his guardian or
legal representative. The designation of a beneficiary does
not constitute a transfer.
7.
Stock Appreciation Rights
(a)
Grant of SARs : Subject to the limitations of the
Plan, the Administrator may in its sole and absolute discretion
grant SARs to such eligible individuals, in such numbers, upon such
terms and at such times as the Administrator shall determine. SARs
may be granted to the holder of an option (hereinafter called a "
related option ") with respect to all or a portion of the
shares of Common Stock subject to the related option (a " tandem
SAR ") or may be granted separately to an eligible individual
(a " freestanding SAR "). Subject to the limitations
of the Plan, upon the exercise of an SAR, a participant shall be
entitled to receive from the Corporation, for each share of Common
Stock with respect to which the SAR is being exercised,
consideration equal in value to the excess of the fair market value
of a share of Common Stock on the date of exercise over the base
price per share of such SAR. The base price per share of an
SAR shall be no less than the fair market value per share of the
Common Stock (as determined in accordance with Section 6(c)(ii)) on
the date the SAR is granted.
9
(b)
Tandem SARs : A tandem SAR may be granted either
concurrently with the grant of the related option or (if the
related option is a nonqualified option) at any time thereafter
prior to the complete exercise, termination, expiration or
cancellation of such related option. Tandem SARs shall be
exercisable only at the time and to the extent that the related
option is exercisable (and may be subject to such additional
limitations on exercisability as the Administrator may provide in
the agreement), and in no event after the complete termination or
full exercise of the related option. For purposes of determining
the number of shares of Common Stock that remain subject to such
related option and for purposes of determining the number of shares
of Common Stock in respect of which other awards may be granted, a
related option shall be considered to have been surrendered upon
the exercise of a tandem SAR to the extent of the number of shares
of Common Stock with respect to which such tandem SAR is exercised.
Upon the exercise or termination of a related option, the tandem
SARs with respect thereto shall be canceled automatically to the
extent of the number of shares of Common Stock with respect to
which the related option was so exercised or
terminated.
(c)
Freestanding SARs : An SAR may be granted without
relationship to an option (as defined above, a "freestanding SAR")
and, in such case, will be exercisable upon such terms and subject
to such conditions as may be determined by the Administrator,
subject to the terms of the Plan.
(d)
Exercise of SARs :
(i)
Subject to the terms of the Plan, SARs shall be exercisable in
whole or in part upon such terms and conditions as may be
established by the Administrator and stated in the applicable award
agreement. The period during which an SAR may be exercisable
shall not exceed 10 years from the date of grant or, in the case of
tandem SARs, such shorter option period as may apply to the related
option. Any SAR or portion thereof not exercised before expiration
of the exercise period established by the Administrator shall
terminate.
(ii)
SARs may be exercised by giving written notice to the Corporation
in form acceptable to the Administ
|
