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EXHIBIT 10.1
GLACIER BANCORP, INC.
2005 STOCK INCENTIVE PLAN
1. ESTABLISHMENT,
PURPOSE, AND TYPES OF AWARDS
Glacier Bancorp, Inc. (the "Company")
hereby establishes this equity-based
incentive compensation plan to be known as
the "Glacier Bancorp, Inc. 2005 Stock
Incentive Plan" (hereinafter referred to as
the "Plan"), in order to provide
incentives and awards to select employees
and directors of the Company and its
Affiliates.
The Plan permits the granting of the
following types of awards ("Awards"),
according to the Sections of the Plan
listed here:
<TABLE>
<S>
<C>
Section 6 Options
Section 7 Share
Appreciation Rights
Section 8 Restricted
Shares, Restricted Share Units, and Unrestricted Shares
Section 9 Deferred Share
Units
Section 10 Performance Awards
</TABLE>
The Plan is not intended to affect and
shall not affect any stock options,
equity-based compensation, or other
benefits that the Company or its Affiliates
may have provided, or may separately
provide in the future pursuant to any
agreement, plan, or program that is
independent of this Plan.
2. DEFINED TERMS
Terms in the Plan that begin with an
initial capital letter have the defined
meaning set forth in APPENDIX A, unless
defined elsewhere in this Plan or the
context of their use clearly indicates a
different meaning.
3. SHARES SUBJECT TO THE
PLAN
Subject to the provisions of Section 13 of
the Plan, the maximum number of
Shares that the Company may issue for all
Awards is 2,500,000 Shares, provided
that the Company shall not issue more than
1,700,000 Shares pursuant to Awards
in a form other than Options and SARs, and
shall not make additional awards
under the Glacier Bancorp, Inc. 1995
Employee Stock Option Plan. For all Awards,
the Shares issued pursuant to the Plan may
be authorized but unissued Shares, or
Shares that the Company has reacquired or
otherwise holds in treasury.
Shares that are subject to an Award that
for any reason expires, is forfeited,
is cancelled, or becomes unexercisable, and
Shares that are for any other reason
not paid or delivered under the Plan shall
again, except to the extent
prohibited by Applicable Law, be available
for subsequent Awards under the Plan.
Notwithstanding the foregoing, but subject
to adjustments pursuant to Section 13
below, the number of Shares that are
available for ISO Awards shall be
determined, to the extent required under
applicable tax laws, by reducing the
number of Shares designated in the
preceding paragraph by the number of Shares
issued pursuant to Awards, provided that
any Shares that are issued under the
Plan and forfeited back to the Plan shall
be available for issuance pursuant to
future ISO Awards.
4. ADMINISTRATION
(a)
General. The Committee shall administer the Plan in accordance
with
its terms, provided that the Board may act
in lieu of the Committee on any
matter. The Committee shall hold meetings
at such times and places as it may
determine and shall make such rules and
regulations for the conduct of its
business as it deems advisable. In the
absence of a duly appointed Committee or
if the Board otherwise chooses to act in
lieu of the Committee, the Board shall
function as the Committee for all purposes
of the Plan.
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(b)
Committee Composition. The Board shall appoint the members of
the
Committee. If and to the extent permitted
by Applicable Law, the Committee may
authorize one or more Reporting Persons (or
other officers) to make Awards to
Eligible Persons who are not Reporting
Persons (or other officers whom the
Committee has specifically authorized to
make Awards). The Board may at any time
appoint additional members to the
Committee, remove and replace members of the
Committee with or without Cause, and fill
vacancies on the Committee however
caused.
(c) Powers
of the Committee. Subject to the provisions of the Plan, the
Committee shall have the authority, in its
sole discretion:
(i) to determine Eligible Persons to whom Awards shall be
granted
from time
to time and the number of Shares, units, or SARs to be covered
by each
Award;
(ii) to determine, from time to time, the Fair Market Value of
Shares;
(iii) to determine, and to set forth in Award Agreements, the
terms
and
conditions of all Awards, including any applicable exercise or
purchase
price, the installments and conditions under which an Award
shall
become vested (which may be based
on performance), terminated, expired,
cancelled,
or replaced, and the circumstances for vesting acceleration or
waiver of
forfeiture restrictions, and other restrictions and
limitations;
(iv) to approve the forms of Award Agreements and all other
documents,
notices and certificates in connection therewith which need not
be
identical either as to type of Award or among Participants;
(v) to construe and interpret the terms of the Plan and any
Award
Agreement,
to determine the meaning of their terms, and to prescribe,
amend, and
rescind rules and procedures relating to the Plan and its
administration; and
(vi) in order to fulfill the purposes of the Plan and without
amending
the Plan, modify, cancel, or waive the Company's rights with
respect to
any Awards, to adjust or to modify Award Agreements for changes
in
Applicable Law, and to recognize differences in foreign law,
tax
policies, or customs; and
(vii) to make all other interpretations and to take all other
actions
that the Committee may consider necessary or advisable to
administer
the Plan or to effectuate its purposes.
Subject to Applicable Law and the
restrictions set forth in the Plan, the
Committee may delegate administrative
functions to individuals who are Reporting
Persons, officers, or Employees of the
Company or its Affiliates.
(d)
Deference to Committee Determinations. The Committee shall have
the
discretion to interpret or construe
ambiguous, unclear, or implied (but omitted)
terms in any fashion it deems to be
appropriate in its sole discretion, and to
make any findings of fact needed in the
administration of the Plan or Award
Agreements. The Committee's prior exercise
of its discretionary authority shall
not obligate it to exercise its authority
in a like fashion thereafter. The
Committee's interpretation and construction
of any provision of the Plan, or of
any Award or Award Agreement, shall be
final, binding, and conclusive. The
validity of any such interpretation,
construction, decision or finding
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of fact shall not be given de novo review
if challenged in court, by
arbitration, or in any other forum, and
shall be upheld unless clearly arbitrary
or capricious.
(e) No
Liability; Indemnification. Neither the Board nor any Committee
member, nor any Person acting at the
direction of the Board or the Committee,
shall be liable for any act, omission,
interpretation, construction or
determination made in good faith with
respect to the Plan, any Award or any
Award Agreement. The Company and its
Affiliates shall pay or reimburse any
member of the Committee, as well as any
Director, Employee, or Consultant who
takes action in connection with the Plan,
for all expenses incurred with respect
to the Plan, and to the full extent
allowable under Applicable Law shall
indemnify each and every one of them for
any claims, liabilities, and costs
(including reasonable attorney's fees)
arising out of their good faith
performance of duties under the Plan. The
Company and its Affiliates may obtain
liability insurance for this purpose.
5. ELIGIBILITY
(a)
General Rule. The Committee may grant ISOs only to Employees
(including officers who are Employees) of
the Company or an Affiliate that is a
"parent corporation" or "subsidiary
corporation" within the meaning of Section
424 of the Code, and may grant all other
Awards to any Eligible Person. A
Participant who has been granted an Award
may be granted an additional Award or
Awards if the Committee shall so determine,
if such person is otherwise an
Eligible Person and if otherwise in
accordance with the terms of the Plan.
(b) Grant
of Awards. Subject to the express provisions of the Plan, the
Committee shall determine from the class of
Eligible Persons those individuals
to whom Awards under the Plan may be
granted, the number of Shares subject to
each Award, the price (if any) to be paid
for the Shares or the Award and, in
the case of Performance Awards, in addition
to the matters addressed in Section
10 below, the specific objectives, goals
and performance criteria that further
define the Performance Award. Each Award
shall be evidenced by an Award
Agreement signed by the Company and, if
required by the Committee, by the
Participant. The Award Agreement shall set
forth the material terms and
conditions of the Award established by the
Committee.
(c) Limits
on Awards. During the term of the Plan, no Participant may
receive Options and SARs that relate to
more than 300,000 Shares. The Committee
will adjust this limitation pursuant to
Section 13 below.
(d)
Replacement Awards. Subject to Applicable Laws (including any
associated Shareholder approval
requirements), the Committee may, in its sole
discretion and upon such terms as it deems
appropriate, require as a condition
of the grant of an Award to a Participant
that the Participant surrender for
cancellation some or all of the Awards that
have previously been granted to the
Participant under this Plan or otherwise.
An Award that is conditioned upon such
surrender may or may not be the same type
of Award, may cover the same (or a
lesser or greater) number of Shares as such
surrendered Award, may have other
terms that are determined without regard to
the terms or conditions of such
surrendered Award, and may contain any
other terms that the Committee deems
appropriate. In the case of Options, these
other terms may not involve an
Exercise Price that is lower than the
Exercise Price of the surrendered Option
unless the Company's shareholders approve
the grant itself or the program under
which the grant is made pursuant to the
Plan.
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6. OPTION AWARDS
(a) Types;
Documentation. The Committee may in its discretion grant ISOs
to any Employee and Non-ISOs to any
Eligible Person, and shall evidence any such
grants in an Award Agreement that is
delivered to the Participant. Each Option
shall be designated in the Award Agreement
as an ISO or a Non-ISO, and the same
Award Agreement may grant both types of
Options. At the sole discretion of the
Committee, any Option may be exercisable,
in whole or in part, immediately upon
the grant thereof, or only after the
occurrence of a specified event, or only in
installments, which installments may vary.
Options granted under the Plan may
contain such terms and provisions not
inconsistent with the Plan that the
Committee shall deem advisable in its sole
and absolute discretion.
(b) ISO
$100,000 Limitation. To the extent that the aggregate Fair
Market
Value of Shares with respect to which
Options designated as ISOs first become
exercisable by a Participant in any
calendar year (under this Plan and any other
plan of the Company or any Affiliate)
exceeds $100,000, such excess Options
shall be treated as Non-ISOs. For purposes
of determining whether the $100,000
limit is exceeded, the Fair Market Value of
the Shares subject to an ISO shall
be determined as of the Grant Date. In
reducing the number of Options treated as
ISOs to meet the $100,000 limit, the most
recently granted Options shall be
reduced first. In the event that Section
422 of the Code is amended to alter the
limitation set forth therein, the
limitation of this Section 6(b) shall be
automatically adjusted accordingly.
(c) Term
of Options. Each Award Agreement shall specify a term at the
end
of which the Option automatically expires,
subject to earlier termination
provisions contained in Section 6(h)
hereof; provided, that, the term of any
Option may not exceed ten years from the
Grant Date. In the case of an ISO
granted to an Employee who is a Ten Percent
Holder on the Grant Date, the term
of the ISO shall not exceed five years from
the Grant Date.
(d)
Exercise Price. The exercise price of an Option shall be determined
by
the Committee in its discretion and shall
be set forth in the Award Agreement,
provided that (i) if an ISO is granted to
an Employee who on the Grant Date is a
Ten Percent Holder, the per Share exercise
price shall not be less than 110% of
the Fair Market Value per Share on the
Grant Date, and (ii) for all other
Options, such per Share exercise price
shall not be less than 100% of the Fair
Market Value per Share on the Grant
Date.
(e)
Exercise of Option. The Committee shall in its sole discretion
determine the times, circumstances, and
conditions under which an Option shall
be exercisable, and shall set them forth in
the Award Agreement. The Committee
shall have the discretion to determine
whether and to what extent the vesting of
Options shall be tolled during any unpaid
leave of absence; provided, however,
that in the absence of such determination,
vesting of Options shall be tolled
during any such leave approved by the
Company.
(f)
Minimum Exercise Requirements. An Option may not be exercised for
a
fraction of a Share. The Committee may
require in an Award Agreement that an
Option be exercised as to a minimum number
of Shares, provided that such
requirement shall not prevent a Participant
from purchasing the full number of
Shares as to which the Option is then
exercisable.
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(g)
Methods of Exercise. Prior to its expiration pursuant to the terms
of
the applicable Award Agreement, each Option
may be exercised, in whole or in
part (provided that the Company shall not
be required to issue fractional
shares), by delivery of written notice of
exercise to the secretary of the
Company accompanied by the full exercise
price of the Shares being purchased. In
the case of an ISO, the Committee shall
determine the acceptable methods of
payment on the Grant Date and it shall be
included in the applicable Award
Agreement. The methods of payment that the
Committee may in its discretion
accept or commit to accept in an Award
Agreement include:
(i) cash or check payable to the Company (in U.S. dollars);
(ii) other Shares that (A) are owned by the Participant who is
purchasing
Shares pursuant to an Option, (B) have a Fair Market Value on
the date
of surrender equal to the aggregate exercise price of the
Shares
as to
which the Option is being exercised, (C) were not acquired by
such
Participant pursuant to the exercise of an Option, unless such
Shares have
been owned
by such Participant for at least six months or such other
period as
the Committee may determine, (D) are all, at the time of such
surrender,
free and clear of any and all claims, pledges, liens and
encumbrances, or any restrictions which would in any manner
restrict the
transfer
of such shares to or by the Company (other than such
restrictions
as may
have existed prior to an issuance of such Shares by the Company
to
such
Participant), and (E) are duly endorsed for transfer to the
Company;
(iii) a cashless exercise program that the Committee may
approve,
from time
to time in its discretion, pursuant to which a Participant may
concurrently provide irrevocable instructions (A) to such
Participant's
broker or
dealer to effect the immediate sale of the purchased Shares and
remit to
the Company, out of the sale proceeds available on the
settlement
date,
sufficient funds to cover the exercise price of the Option plus
all
applicable
taxes required to be withheld by the Company by reason of such
exercise,
and (B) to the Company to deliver the certificates for the
purchased
Shares directly to such broker or dealer in order to complete
the sale;
or
(iv) any combination of the foregoing methods of payment.
The Company shall not be required to
deliver Shares pursuant to the exercise of
an Option until payment of the full
exercise price therefore is received by the
Company.
(h)
Termination of Continuous Service. The Committee may establish and
set
forth in the applicable Award Agreement the
terms and conditions on which an
Option shall remain exercisable, if at all,
following termination of a
Participant's Continuous Service. The
Committee may waive or modify these
provisions at any time. To the extent that
a Participant is not entitled to
exercise an Option at the date of his or
her termination of Continuous Service,
or if the Participant (or other person
entitled to exercise the Option) does not
exercise the Option to the extent so
entitled within the time specified in the
Award Agreement or below (as applicable),
the Option shall terminate and the
Shares underlying the unexercised portion
of the Option shall revert to the Plan
and become available for future Awards. In
no event may any Option be exercised
after the expiration of the Option term as
set forth in the Award Agreement.
The following provisions shall apply to the
extent an Award Agreement does not
specify the terms and conditions upon which
an Option shall terminate when there
is a termination of a Participant's
Continuous Service:
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(i) Termination other than Upon Disability or Death or for Cause.
In
the event
of termination of a Participant's Continuous Service (other
than
as a
result of Participant's death, disability, retirement or
termination
for
Cause), the Participant shall have the right to exercise an Option
at
any time
within 90 days following such termination to the extent the
Participant was entitled to exercise such Option at the date of
such
termination.
(ii) Disability. In the event of termination of a Participant's
Continuous
Service as a result of his or her being Disabled, the
Participant shall have the right to exercise an Option at any time
within
one year
following such termination to the extent the Participant was
entitled
to exercise such Option at the date of such termination.
(iii) Retirement. In the event of termination of a
Participant's
Continuous
Service as a result of Participant's retirement, the
Participant shall have the right to exercise the Option at any time
within
six months
following such termination to the extent the Participant was
entitled
to exercise such Option at the date of such termination.
(iv) Death. In the event of the death of a Participant during
the
period of
Continuous Service since the Grant Date of an Option, or within
thirty
days following termination of the Participant's Continuous
Service,
the Option
may be exercised, at any time within one year following the
date of
the Participant's death, by the Participant's estate or by a
person who
acquired the right to exercise the Option by bequest or
inheritance, but only to the extent the right to exercise the
Option had
vested at
the date of death or, if earlier, the date the Participant's
Continuous
Service terminated.
(v) Cause. If the Committee determines that a Participant's
Continuous
Service terminated due to Cause, the Participant shall
immediately forfeit the right to exercise any Option, and it shall
be
considered
immediately null and void.
(i)
Reverse Vesting. The Committee in its sole and absolute discretion
may
allow a Participant to exercise unvested
Options, in which case the Shares then
issued shall be Restricted Shares having
analogous vesting restrictions to the
unvested Options.
7. SHARE APPRECIATE
RIGHTS (SARs)
(a)
Grants. The Committee may in its discretion grant Share
Appreciation
Rights to any Eligible Person, in any of
the following forms:
(i) SARs related to Options. The Committee may grant SARs
either
concurrently with the grant of an Option or with respect to an
outstanding
Option, in
which case the SAR shall extend to all or a portion of the
Shares
covered by the related Option. An SAR shall entitle the
Participant
who holds
the related Option, upon exercise of the SAR and surrender of
the
related Option, or portion thereof, to the extent the SAR and
related
Option
each were previously unexercised, to receive payment of an
amount
determined
pursuant to Section 7(e) below. Any SAR granted in connection
with an
ISO will contain such terms as may be required to comply with
the
provisions
of Section 422 of the Code and the regulations promulgated
thereunder.
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(ii) SARs Independent of Options. The Committee may grant SARs
which
are
independent of any Option subject to such conditions as the
Committee
may in its
discretion determine, which conditions will be set forth in the
applicable
Award Agreement.
(iii) Limited SARs. The Committee may grant SARs exercisable
only
upon or in
respect of a Change in Control or any other specified event,
and such
limited SARs may relate to or operate in tandem or combination
with or
substitution for Options or other SARs, or on a stand-alone
basis,
and may be
payable in cash or Shares based on the spread between the
exercise
price of the SAR, and (A) a price based upon or equal to the
Fair
Market
Value of the Shares during a specified period, at a specified
time
within a
specified period before, after or including the date of such
event, or
(B) a price related to consideration payable to Company's
shareholders generally in connection with the event.
(b)
Exercise Price. The per Share exercise price of an SAR shall be
determined in the sole discretion of the
Committee, shall be set forth in the
applicable Award Agreement, and shall be no
less than 100% of the Fair Market
Value of one Share. The exercise price of
an SAR related to an Option shall be
the same as the exercise price of the
related Option. The exercise price of an
SAR shall be subject to the special rules
on pricing contained in Sections 6(d)
and 6(j) hereof.
(c)
Exercise of SARs. Unless the Award Agreement otherwise provides,
an
SAR related to an Option will be
exercisable at such time or times, and to the
extent, that the related Option will be
exercisable; provided that the Award
Agreement shall not, without the approval
of the shareholders of the Company,
provide for a vesting period for the
exercise of the SAR that is more favorable
to the Participant than the exercise period
for the related Option. An SAR may
not have a term exceeding ten years from
its Grant Date. An SAR granted
independently of any other Award will be
exercisable pursuant to the terms of
the Award Agreement, but shall not, without
the approval of the shareholders of
the Company, provide for a vesting period
for the exercise of the SAR that is
more favorable to the Participant than the
exercise period for the related
Option. Whether an SAR is related to an
Option or is granted independently, the
SAR may only be exercised when the Fair
Market Value of the Shares underlying
the SAR exceeds the exercise price of the
SAR.
(d) Effect
on Available Shares. All SARs are to be settled in shares of
the Company's stock and shall be counted in
full against the number of shares
available for award under the Plan,
regardless of the number of exercise gain
shares issued upon settlement of the
SARs.
(e)
Payment. Upon exercise of an SAR related to an Option and the
attendant surrender of an exercisable
portion of any related Award, the
Participant will be entitled to receive
payment of an amount determined by
multiplying -
(i) the excess of the Fair Market Value of a Share on the date
of
exercise
of the SAR over the exercise price per Share of the SAR, by
(ii) the number of Shares with respect to which the SAR has
been
exercised.
Notwithstanding the foregoing, an SAR
granted independently of an Option (i) may
limit the amount payable to the Participant
to a percentage, specified in the
Award Agreement but not exceeding
one-hundred percent (100%), of the amount
determined pursuant to the preceding
sentence, and (ii) shall be subject to any
payment or other restrictions that the
Committee may at any time impose in its
discretion, including restrictions intended
to conform the SARs with Section
409A of the Code.
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(f) Form
and Terms of Payment. Subject to Applicable Law, the Committee
may, in its sole discretion, settle the
amount determined under Section 7(e)
above solely in cash, solely in Shares
(valued at their Fair Market Value on the
date of exercise of the SAR), or partly in
cash and partly in Shares. In any
event, cash shall be paid in lieu of
fractional Shares. Absent a contrary
determination by the Committee, all SARs
shall be settled in cash as soon as
practicable after exercise. Notwithstanding
the foregoing, the Committee may, in
an Award Agreement, determine the maximum
amount of cash or Shares or
combination thereof that may be delivered
upon exercise of an SAR.
(g)
Termination of Employment or Consulting Relationship. The
Committee
shall establish and set forth in the
applicable Award Agreement the terms and
conditions on which an SAR shall remain
exercisable, if at all, following
termination of a Participant's Continuous
Service. The provisions of Section
6(h) above shall apply to the extent an
Award Agreement does not specify the
terms and conditions upon which an SAR
shall terminate when there is a
termination of a Participant's Continuous
Service.
8. RESTRICTED SHARES,
RESTRICTED SHARE UNITS, AND UNRESTRICTED SHARES
(a)
Grants. The Committee may in its discretion grant restricted
shares
("Restricted Shares") to any Eligible
Person and shall evidence such grant in an
Award Agreement that is delivered to the
Participant and that sets forth the
number of Restricted Shares, the purchase
price for such Restricted Shares (if
any), and the terms upon which the
Restricted Shares may become vested. In
addition, the Company may in its discretion
grant the right to receive Shares
after certain vesting requirements are met
("Restricted Share Units") to any
Eligible Person and shall evidence such
grant in an Award Agreement that is
delivered to the Participant which sets
forth the number of Shares (or formula,
that may be based on future performance or
conditions, for determining the
number of Shares) that the Participant
shall be entitled to receive upon vesting
and the terms upon which the Shares subject
to a Restricted Share Unit may
become vested. The Committee may condition
any Award of Restricted Shares or
Restricted Share Units to a Participant on
receiving from the Participant such
further assurances and documents as the
Committee may require to enforce the
restrictions. In addition, the Committee
may grant Awards hereunder in the form
of unrestricted shares ("Unrestricted
Shares"), which shall vest in full upon
the date of grant or such other date as the
Committee may determine or which the
Committee may issue pursuant to any program
under which one or more Eligible
Persons (selected by the Committee in its
discretion) elect to receive
Unrestricted Shares in lieu of cash bonuses
that would otherwise be paid.
(b)
Vesting and Forfeiture. The Committee shall set forth in an
Award
Agreement granting Restricted Shares or
Restricted Share Units, the terms and
conditions under which the Participant's
interest in the Restricted Shares or
the Shares subject to Restricted Share
Units will become vested and
non-forfeitable. Except as set forth in the
applicable Award Agreement or the
Committee otherwise determines, upon
termination of a Participant's Continuous
Service for any other reason, the
Participant shall forfeit his or her
Restricted Shares and Restricted Share
Units; provided that if a Participant
purchases the Restricted Shares and
forfeits them for any reason, the Company
shall return the purchase price to the
Participant only if and to the extent set
forth in an Award Agreement.
(c)
Issuance of Restricted Shares Prior to Vesting. The Company
shall
issue stock certificates that evidence
Restricted Shares pending the lapse of
applicable restrictions, and that bear a
legend
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making appropriate reference to such
restrictions. Except as set forth in the
applicable Award Agreement or the Committee
otherwise determines, the Company or
a third party that the Company designates
shall hold such Restricted Shares and
any dividends that accrue with respect to
Restricted Shares pursuant to Section
8(e) below.
(d)
Issuance of Shares upon Vesting. As soon as practicable after
vesting
of a Participant's Restricted Shares (or
Shares underlying Restricted Share
Units) and the Participant's satisfaction
of applicable tax withholding
requirements, the Company shall release to
the Participant, free from the
vesting restrictions, one Share for each
vested Restricted Share (or issue one
Share free of the vesting restriction for
each vested Restricted Share Unit),
unless an Award Agreement provides
otherwise. No fractional shares shall be
distributed, and cash shall be paid in lieu
thereof.
(e)
Dividends Payable on Vesting. Whenever Shares are released to a
Participant under Section 8(d) above
pursuant to the vesting of Restricted
Shares or the Shares underlying Restricted
Share Units are issued to a
Participant pursuant to Section 8(d) above,
such Participant shall receive
(unless otherwise provided in the Award
Agreement), with respect to each Share
released or issued, an amount equal to any
cash dividends (plus, in the
discretion of the Committee, simple
interest at a rate as the Committee may
determine) and a number of Shares equal to
any stock dividends, which were
declared and paid to the holders of Shares
between the Grant Date and the date
such Share is released or issued.
(f)
Section 83(b) Elections. A Participant may make an election
under
Section 83(b) of the Code (the "Section
83(b) Election") with respect to
Restricted Shares. If a Participant who has
received Restricted Share Units
provides the Committee with written notice
of his or her intention to make
Section 83(b) Election with respect to the
Shares subject to such Restricted
Share Units, the Committee may in its
discretion convert the Participant's
Restricted Share Units into Restricted
Shares, on a one-for-one basis, in full
satisfaction of the Participant's
Restricted Share Unit Award. The Participant
may then make a Section 83(b) Election with
respect to those Restricted Shares.
Shares with respect to which a Participant
makes a Section 83(b) Election shall
not be eligible for deferral pursuant to
Section 9 below.
(g)
Deferral Elections. At any time within the thirty-day period (or
other
shorter or longer period that the Committee
selects) in which a Participant who
is a member of a select group of management
or highly compensated employees
(within the meaning of the Code) receives
an Award of either Restricted Shares
or Restricted Share Units, the Committee
may permit the Participant to
irrevocably elect, on a form provided by
and acceptable to the Committee, to
defer the receipt of all or a percentage of
the Shares that would otherwise be
transferred to the Participant upon the
vesting of such Award. If the
Participant makes this election, the Shares
subject to the election, and any
associated dividends and interest, shall be
credited to an account established
pursuant to Section 9 hereof on the date
such Shares would otherwise have been
released or issued to the Participant
pursuant to Section 8(d) above.
9. DEFERRED SHARE
UNITS
(a)
Elections to Defer. The Co
