Exhibit 10.1
CHIQUITA STOCK AND INCENTIVE
PLAN
(Adopted March 19, 2002, as
amended through July 7, 2009)
CHIQUITA STOCK AND INCENTIVE
PLAN
SECTION I.
PURPOSE
The purpose of the Chiquita Stock
and Incentive Plan (the “ Plan ”) is to
promote the long-term growth and financial success of Chiquita
Brands International, Inc. (the “ Company
”) and its subsidiaries by enabling the Company to compete
successfully in attracting and retaining employees and directors
(and consultants and advisors) of outstanding ability, stimulating
the efforts of such persons to achieve the Company’s
long-range performance goals and objectives, and encouraging the
identification of their interests with those of the Company’s
shareholders.
SECTION II.
DEFINITIONS
For purposes of this Plan, the
following terms shall have the following meanings:
2.1 “ Advisor ” means a
person who provides bona fide advisory or consulting services to
the Company or a Subsidiary and whose Shares subject to an Award
are eligible for registration on Form S-8 under the Securities Act
of 1933.
2.2 “ Award ” means any
form of Stock Option, Restricted Stock Award, Unrestricted Stock
Award, Performance Award, or Stock Appreciation Right granted under
this Plan.
2.3 “ Award Agreement ”
means a written agreement setting forth the terms of an
Award.
2.4 “ Award Date ” or
“ Grant Date ” means the date designated
by the Committee as the date upon which an Award is
granted.
2.5 “ Award Period ” or
“ Term ” means the period beginning on an
Award Date and ending on the expiration date of such
Award.
2.6 “ Board ” means the
Board of Directors of the Company.
1
2.7 “ Cause ” means,
unless otherwise defined in an Award Agreement or a severance
agreement in effect between a Participant and the Company (in which
case such definition shall govern), a Participant’s engaging
in any of the following acts:
(i) any type of disloyalty to the
Company or a Subsidiary, including, without limitation, fraud,
embezzlement, theft, or dishonesty in the course of a
Participant’s employment or business relationship with the
Company or Subsidiary; or
(ii) conviction of a felony or other
crime involving a breach of trust or fiduciary duty owed to the
Company or a Subsidiary; or
(iii) unauthorized disclosure of
trade secrets or confidential information of the Company or a
Subsidiary; or
(iv) a material breach of any
agreement with the Company or a Subsidiary in respect of
confidentiality, non-disclosure, non-competition or otherwise;
or
(v) any serious violation of a
policy of the Company or a Subsidiary that is materially damaging
to the interests of the Company or Subsidiary.
2.8 “ Change in Control ”
means the occurrence after the Effective Date of any of the
following events:
(i) any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than an Exempt Entity, is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have
“beneficial ownership” of all shares that such person
has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or
indirectly, of 30% or more of the total voting power of all of the
Company’s voting securities then outstanding (“
Voting Shares ”);
(ii) on any date, the individuals
who constituted the Company’s Board at the beginning of the
two-year period immediately preceding such date (together with any
new directors whose election by the Company’s Board, or whose
nomination for election by the Company’s shareholders, was
approved by a vote of at least two-thirds of the directors then
still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously
so approved) cease for any reason to constitute a majority of the
directors then in office; or
(iii) immediately after a merger or
consolidation of the Company or any Subsidiary of the Company with
or into, or the sale or other disposition of all or
2
substantially all of the
Company’s assets to, any other corporation (where pursuant to
the terms of such transaction outstanding Awards are assumed by the
surviving, resulting or acquiring corporation or new Awards are
substituted therefor), the Voting Shares of the Company outstanding
immediately prior to such transaction do not represent (either by
remaining outstanding or by being converted into voting securities
of the surviving or acquiring entity or any parent thereof) more
than 50% of the total voting power of the voting securities of the
Company or surviving or acquiring entity or any parent thereof
outstanding immediately after such merger or
consolidation.
2.9 “ Code ” means the
United States Internal Revenue Code of 1986, as amended, and the
regulations and rulings thereunder. References to any particular
section of the Code include references to any successor amendments
or replacements of such section.
2.10 “ Committee ” means
the committee appointed by the Board and consisting of two or more
Directors of the Company, each of whom shall be a
“non-employee director” as defined in Rule 16b-3 and an
“outside director” as defined in the regulations under
Section 162(m) of the Code.
2.11 “ Common Stock ” means
the Company’s Common Stock, par value $.01 per share, and any
successor security.
2.12 “ Company ” means
Chiquita Brands International, Inc.
2.13 “ Designated Payment Date
” has the meaning set forth in
Section 8.2(a).
2.14 “ Director ” means any
person serving on the Board of Directors of the Company or any of
its Subsidiaries who is not an Officer (or officer) or Employee of
the Company or any Subsidiary.
2.15 “ Disability ” means
(i) a “permanent and total disability” within the
meaning of Section 22(e)(3) of the Code as determined by the
Committee in good faith upon receipt of medical advice from one or
more individuals, selected by the Committee, who are qualified to
give professional medical advice, or (ii) in the case of an
Employee, a disability that qualifies as a long-term disability
under the Company’s or a Subsidiary’s Long Term
Disability insurance, or (iii) any other definition of
disability set forth in an Award Agreement.
2.16 “ Effective Date ”
means March 19, 2002.
2.17 “ Eligible Person ”
means any person who is either an Employee, Director or
Advisor.
2.18 “ Employee ” means
(i) any officer or employee of the Company or a Subsidiary
(including those employees on military leave, sick leave, or other
bona fide
3
leave of absence approved by the Company or a
Subsidiary) or (ii) any person who has received and accepted
an offer of employment from the Company or a Subsidiary.
2.19 “ Exchange Act ” means
the Securities Exchange Act of 1934.
2.20 “ Exempt Entity ”
means (i) an underwriter temporarily holding securities
pursuant to an offering of such securities and (ii) the
Company, any of its Subsidiaries or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its
Subsidiaries.
2.21 “ Fair Market Value ”
means, as of any date, the closing price of a Share on a specified
date as reported on the New York Stock Exchange Composite Tape (or
such other consolidated transaction reporting system on which the
Shares are primarily traded) or, if the Shares were not traded on
such day, then the next preceding day on which the Shares were
traded, all as reported by such source as the Committee may select.
If the Shares are not traded on a national securities exchange or
other market system, Fair Market Value shall be determined by the
Committee in accordance with Section 409A of the
Code.
2.22 “ Immediate Family ”
means any child, stepchild, grandchild, spouse, son-in-law or
daughter-in-law and shall include adoptive relationships; provided,
however, that if the Committee adopts a different definition of
“immediate family” (or similar term) in connection with
the transferability of Stock Options and SARs awarded under this
Plan, such definition shall apply, without further action of the
Board.
2.23 “ Incentive Stock Option
” means any Stock Option awarded under Section VII of this
Plan intended to be and designated as an “Incentive Stock
Option” within the meaning of Section 422 of the
Code.
2.24 “ Non-Qualified Stock Option
” means any Stock Option awarded under Section VII of this
Plan that is not an Incentive Stock Option.
2.25 “ Officer ” means a
person who has been determined to be an officer of the Company
under Rule 16a-1(f) in a resolution adopted by the
Board.
2.26 “ Option Price ” or
“ Exercise Price ” means the price per
share at which Common Stock may be purchased upon the exercise of
an Option or an Award.
2.27 “ Participant ” means
an Eligible Person to whom an Award has been made pursuant to this
Plan.
2.28 “ Performance Award ”
means an Award granted pursuant to Section IX.
2.29 “ Performance-Based
Compensation ” means compensation intended to satisfy
the requirements for “performance-based compensation”
within the meaning of Section 162(m) of the Code and the
Treasury Regulations thereunder.
4
2.30 “ Performance Measures
” means any one or more of the following, as selected by the
Committee and applied to the Company as a whole or individual units
thereof, and measured either absolutely or relative to a designated
group of comparable companies: (i) earnings before interest,
taxes, depreciation, and amortization (“EBITDA”);
(ii) appreciation in the Fair Market Value, book value or
other measure of value of the Common Stock; (iii) cash flow;
(iv) earnings (including, without limitation, earnings per
share); (v) return on equity; (vi) return on investment;
(vii) total stockholder return; (viii) return on capital;
(ix) return on assets or net assets; (x) revenue;
(xi) income (including, without limitation, net income);
(xii) operating income (including, without limitation, net
operating income); (xiii) operating profit (including, without
limitation, net operating profit); (xiv) operating margin;
(xv) return on operating revenue; and (xvi) market
share.
2.31 “ Reference Price ”
with respect to a SAR means a dollar amount determined by the
Committee at the time of Grant.
2.32 “ Replacement Option ”
means a Non-Qualified Stock Option granted pursuant to
Section 7.4 upon the exercise of a Stock Option granted
pursuant to the Plan where the Option Price is paid with previously
owned shares of Common Stock.
2.33 “ Restricted Stock ”
means those shares of Common Stock issued pursuant to a Restricted
Stock Award which are subject to the restrictions set forth in the
related Award Agreement.
2.34 “ Restricted Stock Award
” means an award of a fixed number of Shares to a Participant
which is subject to forfeiture provisions and other conditions set
forth in the Award Agreement.
2.35 “ Retirement ” means
an Employee’s or Director’s Separation from Service (in
each case other than by reason of death or Disability or for Cause)
on or after (i) attainment of age 65 or (ii) attainment
of age 55 with 10 years of employment with, or service on the Board
of, the Company or a Subsidiary.
2.36 “ Rule 16b-3 ” and
“ Rule 16a-1(f) ” mean Rules 16b-3 and
16a-1(f) under the Exchange Act or any corresponding successor
rules or regulations.
2.37 “ Separation from Service
” or “ Separates from Service ” has
the meaning ascribed to such term in Section 409A of the
Code.
2.38 “ Share ” means one
share of the Company’s Common Stock.
2.39 “ Short-term Deferral Deadline
” means the last
day on which a payment or the delivery of Shares would qualify as a
short-term deferral under Treasury Regulation
§ 1.409A-1(b)(4). A payment or delivery of Shares that
occurs no later of the 15th day of the third month following the
Participant’s first taxable year in which an Award is no
longer subject to a substantial risk of forfeiture (within the
meaning of Section 409A of
5
the Code) or the 15th day of the third month
following the end of the Company’s first taxable year in
which an Award is no longer subject to a substantial risk of
forfeiture (within the meaning of Section 409A of the Code)
generally qualifies as a short-term deferral.
2.40 “ Specified Employee Delayed Payment
Date ” has the meaning set forth in
Section 8.2(a).
2.41 “ Stock Appreciation Right
” or “ SAR ” means the right to
receive, for each unit of the SAR, an amount of cash, a number of
Shares or a combination thereof equal in value to, the excess of
the Fair Market Value of one Share on the date of exercise of the
SAR over the Reference Price of the SAR.
2.42 “ Stock Option ” or
“ Option ” means the right to purchase
shares of Common Stock (including a Replacement Option) granted
pursuant to Section VII of this Plan.
2.43 “ Subsidiary ” means,
with respect to grants of Awards (other than Incentive Stock
Options), any entity directly or indirectly controlled by the
Company or any entity, including an acquired entity, in which the
Company has a controlling interest (as defined in Treasury
Regulation § 1.409A-1(b)(5)(iii)), as determined by the
Committee, in its sole discretion, provided such entity is
considered a service recipient (within the meaning of
Section 409A) that may be aggregated with the
Company.
With respect to grants of Incentive
Stock Options, the term “ Subsidiary ”
means any corporation and any other entity considered a subsidiary
as defined in Section 424(f) of the Code.
2.44 “ Transfer ” means
alienation, attachment, sale, assignment, pledge, encumbrance,
charge or other disposition; and the terms “
Transferred ” or “
Transferable ” have corresponding
meanings.
2.45 “ Unrestricted Stock Award
” means an Award granted pursuant to
Section 8.3.
2.46 “ Vest ” means, in the
case of any Award, to become exercisable or become free of
restrictions solely as a result of either (i) the passage of
required time periods specified under the terms of the Award
(“ Passage of Time Criteria ”) or
(ii) the inapplicability of Passage of Time Criteria due to a
Change of Control or a Separation from Service pursuant to the
provisions of Section XI. For purposes of this Plan,
“Vest” does not refer to an Award becoming exercisable
or free of restrictions due to the attainment of performance
criteria or any other criteria not solely related to the passage of
time (“ Other Criteria ”). An Award whose
terms specify Other Criteria that have not been fully satisfied at
the time of a Change of Control or Separation from Service will not
Vest (unless otherwise determined by the Committee or specifically
provided by such terms) solely as a result of a Change of Control
(even if the terms of such Award contain Passage of Time Criteria
in addition to, in combination with, or as an alternative to
such
6
Other Criteria), unless such Vesting is provided
for in a separate agreement between the holder of the Award and the
Company; provided, however, that such Awards shall be eligible for
vesting pursuant to Sections 5.2 or 5.3 hereof.
SECTION III.
ADMINISTRATION
3.1 The Committee
. This Plan shall be
administered and interpreted by the Committee. Except as provided
in Section 3.4, any function of the Committee also may be
performed by the Board. Actions of the Committee may be taken by a
majority of its members at a meeting or by the unanimous written
consent of all of its members without a meeting.
3.2 Powers of the
Committee . The
Committee shall have the power and authority to operate, manage and
administer the Plan on behalf of the Company, which includes, but
is not limited to, the power and authority:
(i) to grant to Eligible Persons one
or more Awards consisting of any or a combination of Stock Options,
Restricted Stock, Unrestricted Stock, Performance Awards, and Stock
Appreciation Rights;
(ii) to select the Eligible Persons
to whom Awards may be granted;
(iii) to determine the types and
combinations of Awards to be granted to Eligible
Persons;
(iv) to determine the number of
Shares or units which may be subject to each Award;
(v) to determine the terms and
conditions, not inconsistent with the terms of the Plan, of any
Award (including, but not limited to, the term, price,
exercisability, method of exercise and payment, any restriction or
limitation on transfer, any applicable performance measures or
contingencies, any vesting schedule or acceleration, or any
forfeiture provisions or waiver, regarding any Award) and the
related Shares, based on such factors as the Committee shall
determine; and
(vi) to modify or waive any
restrictions, contingencies or limitations contained in, and grant
extensions to the terms or exercise periods of, or accelerate the
vesting of, any outstanding Awards, as long as such modifications,
waivers, extensions or accelerations would not either cause the
Award to be treated as the granting of a new Award or an extension
of the Award under Code Section 409A that is not exempt from,
or compliant with, the requirements of Section 409A or be
inconsistent with the terms of the Plan, but no such
changes
7
shall impair the rights of any
Participant without his or her consent unless required by law or
integrally related to a requirement of law.
3.3 Guidelines
. The Committee will have
the authority and discretion to interpret the Plan and any Awards
granted under the Plan, to establish, amend, and rescind any rules
and regulations relating to the Plan, and to make all other
determinations that may be necessary or advisable for the
administration of the Plan. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or
in any related Award Agreement in the manner and to the extent it
deems necessary to carry the Plan into effect.
3.4 Delegation of
Authority . The
Committee may delegate to one or more of the Company’s
Officers or (in the case of ministerial duties only) other
employees all or any portion of the Committee’s authority,
powers, responsibilities and administrative duties under the Plan,
with such conditions and limitations as the Committee shall
prescribe in writing; provided, however, that only the Committee is
authorized to grant Awards to, or make any decisions with respect
to Awards granted to, Officers. A record of all actions taken by
any Officer to whom the Committee has delegated a portion of its
powers or responsibilities shall be filed with the minutes of the
meetings of the Committee and shall be made available for review by
the Committee upon request.
3.5 Decisions Final
. Any action, decision,
interpretation or determination by or at the direction of the
Committee (or of any person acting under a delegation pursuant to
Section 3.4) concerning the application or administration of
the Plan or any Award(s) shall be final and binding upon all
persons and need not be uniform with respect to its determination
of recipients, amount, timing, form, terms or provisions of
Awards.
3.6 Award
Agreements . Each
Award under the Plan shall be evidenced by an Award Agreement
substantially in the form approved by the Committee from time to
time.
SECTION IV.
SHARES SUBJECT TO
PLAN
4.1 Shares Available for
Issuance of Awards . Subject to adjustment as provided in
Section 4.4, the aggregate number of Shares which may be
issued under this Plan shall not exceed 9,425,926 Shares. As
determined from time to time by the Committee, the Shares available
under this Plan for grants of Awards may consist either in whole or
in part of authorized but unissued Shares or Shares which have been
reacquired by the Company following original issuance. The
aggregate number of Stock Appreciation Right units granted under
this Plan shall not exceed 500,000, and the maximum number of
Shares that may be issued upon the exercise of Incentive Stock
Options shall be 9,425,926.
8
4.2 Maximum Awards Per
Participant . The
number of shares covered by Options, together with the number of
SAR units, granted to any one individual shall not exceed 2,000,000
during any one calendar-year period.
No more than 500,000 Shares of
Common Stock may be issued in payment of Performance Awards
denominated in Shares of Common Stock, and no more than $5,000,000
in cash (or Fair Market Value if paid in Shares of Common Stock)
may be paid pursuant to Performance Awards denominated in dollars,
granted in each case to any one individual during any one
calendar-year period that are intended to be Performance-Based
Compensation. If delivery of Shares earned under a Performance
Award is delayed, any additional Shares attributable to dividends
paid during such period of delayed delivery shall be disregarded
for purposes of this paragraph.
4.3 Re-Use of Shares
. If any Award granted
under this Plan shall expire, terminate or be forfeited or canceled
for any reason before it has vested or been exercised in full, the
number of unissued or undelivered Shares subject to such Award
shall again be available for future grants. The Committee may make
such other determinations regarding the counting of Shares issued
pursuant to this Plan as it deems necessary or advisable, provided
that such determinations shall be permitted by law. Notwithstanding
the foregoing, Shares that are tendered to or withheld by the
Company as full or partial payment in connection with any Award
under the Plan, as well as any Shares tendered to or withheld by
the Company to satisfy the tax withholding obligations related to
any Award, shall not be available for subsequent Awards under the
Plan. In addition, a SAR settled in Shares of Common Stock shall be
considered settled in full against the number of Shares available
for award.
4.4 Adjustment Provisions
.
(a) Adjustment for Change in
Capitalization. If
the Company shall at any time change the number of issued Shares
without new consideration to the Company (such as by stock
dividend, stock split, recapitalization, reorganization, exchange
of shares, liquidation, combination or other change in corporate
structure affecting the Shares) or make a distribution to
shareholders of cash or property which, has an impact on the value
of outstanding Shares, then the numbers of Shares and SAR units
specified in Sections 4.1 and 4.2, the specified or fixed numbers
of Shares or SAR units covered by each outstanding Award, and, if
applicable, the Option Price, Reference Price, or performance goals
for each outstanding Award shall be proportionately adjusted;
provided that (i) any adjustments made in the number of Shares
with respect to which Incentive Stock Options may be or have been
granted shall be made in accordance with Code Section 424,
(ii) the numbers of Shares or SAR units covered by each
outstanding Award shall be made in accordance with
Section 409A of the Code, and (iii) fractions of a Share
will not be issued but either will be replaced by a cash payment
equal to Fair Market Value of such fraction of a Share or will be
rounded down to the nearest whole Share, as determined by the
Committee.
9
(b) Other Equitable
Adjustments. Notwithstanding any other provision of the Plan,
and without affecting the number of Shares or SAR units reserved or
available hereunder, the Committee may authorize the issuance,
continuation or assumption of Awards or provide for equitable
adjustments or changes in the terms of Awards, in connection with
any merger, consolidation, sale of assets, acquisition of property
or stock, recapitalization, reorganization or similar occurrence in
which the Company is the continuing or surviving corporation, upon
such terms and conditions as it may deem equitable and appropriate;
provided, that the numbers and types of Shares or SAR units covered
by each outstanding Award shall be made in accordance with
Section 409A of the Code.
SECTION V.
CHANGE IN CONTROL; MERGER,
CONSOLIDATION, ETC.
5.1 Effect of Change in
Control On Outstanding Awards . Except as otherwise provided in
Section 2.46 (but subject to the provisions of Award Agreement
or a separate agreement between the holder of the Award and the
Company), in the event of, and upon a Change in Control, all Awards
issued under the Plan prior to July 8, 2008 and outstanding on
the date of such Change in Control shall become fully
(100%) Vested. With respect to Awards issued under the Plan on
or after July 8, 2008, all such Awards shall only be subject
to accelerated Vesting in accordance with Section 5.2 or 5.3,
unless otherwise determined by the Committee or unless earlier
vesting is provided for in an Award Agreement or other agreement
between the Participant and the Company (in which case such other
agreement shall govern).
5.2 Separation from Service
After Change in Control . In the event that an Employee has a Separation
from Service as a result of the Company or a Subsidiary terminating
such Employee’s service for any reason other than for Cause
within one (1) year after a Change in Control, (A) all
Awards held by such Participant shall fully Vest immediately prior
to such Separation from Service and (B) all of the outstanding
Vested Stock Options and SARs held by such Employee on the date of
Separation from Service shall be exercisable for a period ending on
the earlier to occur of the first anniversary of the date of
Separation from Service or the respective Expiration Dates of such
Stock Options and SARs.
5.3 Merger, Consolidation,
Etc. In the event
that the Company shall, pursuant to action by its Board of
Directors, propose to (i) merge into, consolidate with, sell
or otherwise dispose of all or substantially all of its assets, to
another corporation or other entity and provision is not made
pursuant to the terms of such transaction for the assumption by the
surviving, resulting or acquiring corporation of outstanding Awards
under the Plan, or the substitution of new Awards therefor, or
(ii) dissolve or liquidate, then (A) the Committee shall
cause written notice of such proposed transaction to be given to
each Participant not less than 30 days prior to the anticipated
date on which such proposed transaction is to be consummated, and
(B) all outstanding Awards that are not
10
so assumed or substituted for shall become fully
(100%) Vested immediately prior, but subject, to actual
consummation of the transaction. Prior to a date specified in the
notice, which shall not be more than 3 days prior to the
consummation of such transaction, each Participant shall have the
right to exercise all Stock Options and SARs held by such
Participant that are not so assumed or substituted for on the
following basis: (x) such exercise shall be conditioned on
consummation of such transaction, (y) such exercise shall be
effective immediately prior to the consummation of such
transaction, and (z) the Option Price for any such Stock
Options shall not be required to be paid until 7 days after written
notice by the Company to the Participant that such transaction has
been consummated. If such transaction is consummated, each Stock
Option and SAR, to the extent not previously exercised prior to the
date specified in the foregoing notice of proposed transaction,
shall terminate upon the consummation of such transaction. If such
transaction is abandoned, (a) any and all conditional
exercises of Stock Options and SARs in accordance with this
Section 5.3 shall be deemed annulled and of no force or effect
and (b) to the extent that any Award shall have Vested solely
by operation of this Section 5.3, such Vesting shall be deemed
annulled and of no force or effect and the Vesting provisions of
such Award shall be reinstated.
5.4 Applicability of Section
V . The provisions of
Section V shall apply to all Awards granted under the Plan, unless
and to the extent that the Committee expressly provides otherwise
in the terms of an Award at the time it is granted.
SECTION VI.
EFFECTIVE DATE AND DURATION OF
PLAN
6.1 Effective Date
. This Plan was
originally effective on the Effective Date. This amended Plan was
adopted by the Board of Directors on April 6, 2006 and shall
be effective, as amended, as of such date, except that the
amendment approved by the Board of Directors increasing the maximum
aggregated number of Shares available for issuance under the Plan
(including issuance through Incentive Stock Options) from 5,925,926
shares to 9,425,926 shares shall become effective only upon its
approval by the shareholders of the Company at the 2006 Annual
Meeting.
6.2 Duration of Plan
. The Plan shall continue
in effect indefinitely until terminated by the Board pursuant to
Section XII. Notwithstanding the continued effectiveness of this
Plan, no Incentive Stock Option shall be granted under this Plan on
or after the tenth anniversary of the Effective Date.
11
SECTION VII.
STOCK OPTIONS
7.1 Grants .
Stock Options may be granted alone
or in addition to other Awards granted under this Plan. Each Option
granted shall be designated as either a Non-Qualified Stock Option
or an Incentive Stock Option. One or more Stock Options may be
granted to any Eligible Person, except that only Non-Qualified
Stock Options may be granted to any Director of or Advisor to the
Company.
7.2 Terms of Options
. Except as otherwise
required by Sections 7.3 and 7.4, Options granted under this Plan
shall be subject to the following terms and conditions and shall be
in such form and contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall
deem desirable:
(a) Option
Price .
The Option Price per share of Common
Stock purchasable under a Stock Option shall be determined by the
Committee at the time of grant, except that in no event shall the
Option Price be less than 100% of Fair Market Value on the Grant
Date.
(b) Option Term
. The Term of each Stock Option shall be fixed by
the Committee, but no Stock Option shall be exercisable more than
ten (10) years after its Award Date.
(c)
Exercisability . A
Stock Option shall be exercisable at such time or times and subject
to such terms and conditions as shall be specified in the Award
Agreement; provided, however, that an Option may not be exercised
as to less than one hundred (100) Shares at any time unless
the number of Shares for which the Option is exercised is the total
number available for exercise at that time under the terms of the
Option.
(d) Method of
Exercise . A Stock
Option may be exercised in whole or in part at any time during its
Term by giving written notice of exercise to the Company specifying
the number of Shares to be purchased. Such notice shall be
accompanied by payment in full of the Option Price in cash
u