NEWPARK RESOURCES, INC.
2006 EQUITY INCENTIVE PLAN
(As Amended and Restated Effective June 10,
2009)
The Newpark
Resources, Inc. 2006 Equity Incentive Plan is intended to assist
Newpark Resources, Inc., a Delaware corporation (the “
Company ”), in attracting, retaining and motivating
designated Employees of the Company and its Subsidiaries and to
increase their interest in the success of the Company in order to
promote the Company’s long-term interests. The Plan is
designed to meet this intent by providing eligible Employees with a
proprietary interest in pursuing the long-term growth,
profitability and financial success of the Company.
In addition to
the terms defined elsewhere in the Plan, Exhibit A ,
which is incorporated by reference, defines terms used in the Plan
and sets forth certain operational rules related to those
terms.
3.
Administration of the Plan .
3.1
General . The Plan shall be administered by the
Compensation Committee. Each member of the Compensation Committee
shall be a “non-employee director” as that term is
defined in Rule 16b-3, an “outside director” within the
meaning of Section 162(m) and an “independent director”
under the corporate governance rules of any stock exchange or
similar regulatory authority on which the Common Stock is then
listed, but no action of the Committee shall be invalid if this
requirement is not met. The Compensation Committee shall select one
of its members as Chairman and shall act by vote of a majority of
the members present at a meeting at which a quorum is present or by
unanimous written consent. A majority of the members of the
Compensation Committee shall constitute a quorum. The Compensation
Committee shall be governed by the provisions of the
Company’s Bylaws and of Delaware law applicable to the Board
of Directors, except as otherwise provided herein or determined by
the Board of Directors. The Committee’s decisions and
determinations under the Plan need not be uniform and may be made
selectively among Participants, whether or not the Participants are
similarly situated.
3.2
Authority of the Compensation Committee . The
Compensation Committee shall have full discretionary power and
authority, subject to the general purposes, terms and conditions of
the Plan, to implement, carry out and administer the Plan. Without
limiting the generality of the foregoing, the Compensation
Committee shall have the authority to:
(a) interpret and administrator the Plan,
any Award Agreement and any other agreement or document executed
pursuant to the Plan;
(b) adopt,
amend, modify or rescind rules, procedures and forms relating to
the Plan;
(c) select
persons to receive Awards;
(d) determine the number of Shares subject
to Awards, the Fair Market Value of the Common Stock and the other
terms and conditions of each Award (which need not be uniform),
including, without limitation, the type of Award to be granted,
vesting schedules, forfeiture restrictions and other terms and
conditions relating to the exercisability of Awards, and all other
provisions of each Award Agreement;
(e) determine whether Awards will be
granted singly, in combination, or in tandem with, in replacement
of, or as alternatives to, other Awards under the Plan or any other
incentive or compensation plan of the Company or any
Subsidiary;
(f) grant
waivers of Plan or Award conditions and remove or adjust any
restrictions or conditions upon Awards, including accelerating or
otherwise modifying the date on which any Award becomes vested,
exercisable or transferable and extending the term of any Award
(subject to the maximum term limitations set forth in the Plan),
including extending the period following the termination of a
Participant’s employment during which any Award may remain
outstanding or be exercised; provided, however, that the
Compensation Committee shall not have discretion to accelerate or
waive any term or condition of an Award (i) if such discretion
would cause the Award to have adverse tax consequences to the
Participant under Section 409A of the Code or (ii) if the
Award is intended to qualify as “performance-based
compensation” for purposes of Section 162(m) of the Code, and
such discretion would cause the Award not to so qualify;
(g) with
the consent of the Optionee, amend or terminate any outstanding
Award Agreement;
(h) correct any defect, supply any omission
or reconcile any inconsistency in the Plan, any Award or any Award
Agreement;
(i) determine whether an Award has been
earned; and
(j) make
any other determination and take any other action that the
Compensation Committee deems necessary or desirable for
administration of the Plan.
All decisions,
determinations and other actions of the Compensation Committee made
or taken in accordance with the terms of the Plan shall be final
and conclusive and binding upon all parties having an interest
therein.
3.3
Delegation of Authority . Any of the powers and
responsibilities of the Compensation Committee may delegated to any
subcommittee, in which case the acts of the subcommittee shall be
deemed to be acts of the Compensation Committee hereunder. In
addition, the Compensation Committee may delegate to one or more
officers or Employees of the Company or any Subsidiary the
authority, subject to such terms as the Compensation Committee
shall determine, to perform such functions, including
administrative functions, as the Compensation Committee may
determine, provided that in no case shall any such officer or
Employee be authorized to take any action that would
(a) result in the loss of an exemption under Rule 16b-3
for Awards granted to Section 16 Insiders, (b) cause
Awards intended to qualify as “performance-based
compensation” under Section 162(m) to fail to so qualify, or
(c) be inconsistent with Section 157 and other applicable
provisions of the Delaware General Corporation Law. Any action
taken by any such officer or Employee within the scope of the
authority delegated by the Compensation Committee shall be deemed
for all purposes to have been taken by the Compensation Committee,
and, except as otherwise specifically provided, references in the
Plan to the Compensation Committee shall
include any
such officer or Employee. The Compensation Committee and, to the
extent it so provides, any subcommittee, shall have sole authority
to determine whether to review any actions or interpretations of
any such officer or Employee, and if the Compensation Committee
shall decide to conduct such a review, any such actions or
interpretations of any such officer or Employee shall be subject to
approval, disapproval or modification by the Compensation
Committee.
3.4
Monitoring Awards . Notwithstanding any delegation of
authority by the Compensation Committee, it shall maintain control
of the operation of the Plan. At least annually, the Compensation
Committee, in conjunction with the Audit Committee of the Board of
Directors of the Company, shall conduct or cause the conduct of an
audit of the operation of the Plan to verify that the Plan has been
operated and Awards have been documented and maintained by the
officers of the Company in accordance with the directions of the
Compensation Committee. Without limiting the generality of the
foregoing, one of the purposes of such an audit will be to
determine that the executed Award Agreements are consistent with
the Awards made by the Committee and properly reflect the names of
the Participants to whom such Awards were granted, the applicable
Dates of Grant, vesting provisions and expiration dates, the type
and quantity of Awards granted to each Participant and, if
applicable, the applicable exercise prices.
3.5
Limitation on Liability .
3.5.1 The
Compensation Committee may employ attorneys, consultants,
accountants, agents and other persons, and the Compensation
Committee shall be entitled, in good faith, to rely and act upon
the advice, opinions and valuations of any such persons. In
addition, the Compensation Committee shall be entitled, in good
faith, to rely and act upon any report or other information
furnished to it by any officer, director or Employee of the
Company.
3.5.2 No member
of the Compensation Committee, nor any person acting pursuant to
authority delegated by the Compensation Committee, nor any officer,
director or Employee of the Company acting at the direction or on
behalf of the Compensation Committee, shall be liable for any
action, omission or determination relating to the Plan, and the
Company shall, to the fullest extent permitted by law, indemnify
and hold harmless each member of the Compensation Committee, each
person acting pursuant to authority delegated by the Compensation
Committee, and each other officer, director or Employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost,
expense (including counsel fees), liability or other pecuniary loss
(including any sum paid in settlement of a claim with the approval
of the Compensation Committee) arising out of any action, omission
or determination relating to the Plan, unless, in either case, such
action, omission or determination was taken or made by such member,
director, Employee or other person in bad faith and without
reasonable belief that it was in the best interests of the
Company.
4. Number
of Shares Issuable in Connection with Awards .
4.1
Shares Subject to the Plan . The maximum number of
Shares that may be issued in connection with Awards granted under
the Plan is 5,000,000, and the number of Shares that are subject to
Awards outstanding at any one time under the Plan may not exceed
the number of Shares that then remain available for issuance under
the Plan. The maximum number of Shares that may be issued in
connection with Incentive Stock Options granted under the Plan is
5,000,000. The Company at all times shall reserve and keep
available sufficient Shares to satisfy the requirements of the
Plan. Shares issued under the Plan may be either authorized and
unissued shares or treasury shares.
4.2 Share
Counting Rules . For purposes of Section 4.1, the
following Shares shall not be considered to have been issued under
the Plan: (a) Shares remaining under an Award that terminates
without having been exercised in full; (b) Shares that have
been forfeited in accordance with the terms of the applicable
Award; and (c) Shares withheld, in satisfaction of the grant
or exercise price or tax withholding requirements, from Shares that
would otherwise have been delivered pursuant to an Award. In
addition, to the extent permitted by Applicable Laws, Shares
subject to Awards issued in assumption of, or in substitution for,
any outstanding awards of any entity acquired in any form of
business combination by the Company or any of its Subsidiaries
shall not be counted against the Shares available for issuance
pursuant to the Plan.
4.3
Individual Award Limits . The maximum number of
Shares that may be covered by Options and Stock Appreciation Rights
(in the aggregate) granted under the Plan to any single Participant
in any calendar year shall not exceed 200,000, and the maximum
number of Shares that may be covered by all other Awards (in the
aggregate) granted under the Plan to any single Participant in any
calendar year shall not exceed 100,000. This limitation shall be
applied and construed consistently with
Section 162(m).
4.4
Adjustments . The limits provided for in this
Section 4 shall be subject to adjustment as provided in
Section 15.
5.
Eligibility and Participation .
The
Compensation Committee will select Participants from among those
Employees who, in the opinion of the Compensation Committee, are in
a position to make significant contributions to the long-term
performance and growth of the Company and its Subsidiaries. In
addition, the Compensation Committee may grant Awards in connection
with the engagement of an Employee who is expected to make
significant contributions to the long-term performance and growth
of the Company, provided that a prospective Employee may not
receive any payment or exercise any right relating to an Award
until such person’s employment with the Company has
commenced. An Employee on leave of absence may be considered as
still in the employ of the Company for purposes of eligibility for
participation in the Plan, if so determined by the Compensation
Committee. Directors of the Company and its Subsidiaries who are
not also employees of the Company or a Subsidiary shall not be
eligible to receive Awards under the Plan.
Each Award
granted under the Plan shall be evidenced by an Award Agreement in
a form approved by the Compensation Committee. Each Award Agreement
shall be subject to all applicable terms and conditions of the
Plan, shall include such terms and conditions as the Compensation
Committee deems appropriate, consistent with the provisions of the
Plan, and shall be executed by the Participant and a person
designated by the Compensation Committee.
7.1 Grant
of Options . The Compensation Committee may grant Options
in such amounts, at such times and to such Employees as the
Compensation Committee, in its discretion, may determine in
accordance with the eligibility criteria set forth in
Section 5. The Compensation Committee shall designate at the
time of grant whether the Option is intended to constitute an
Incentive Stock Option or a Nonstatutory Option.
7.2
Option Price . The Option Price of the Shares subject
to each Option shall be determined by the Compensation Committee,
but shall not be less than the Fair Market Value of the Common
Stock on the Date of Grant, except in the case of replacement or
substitute Options issued by the Company in connection with an
acquisition or other corporate transaction.
7.3
Option Period . The Award Agreement shall specify the
term of each Option. The term shall commence on the Date of Grant
and shall be 10 years or such shorter period as is determined
by the Compensation Committee. Each Option shall provide that it is
exercisable over its term from the Date of Grant or over time in
such periodic installments, or based on the satisfaction of such
criteria (including, without limitation, upon the satisfaction of
Performance Criteria), as the Committee in its discretion may
determine. The vesting provisions for Options granted under the
Plan need not be uniform. Unless the Committee otherwise determines
at the time of grant, if an Option is subject to vesting in
periodic installments and a Participant shall not in any period
purchase all of the Shares that the Participant is entitled to
purchase in such period, the Participant may purchase all or any
part of such Shares at any time prior to the expiration of the
Option.
7.4
Exercise of Options . Each Option may be exercised in
whole or in part (but not as to fractional shares) by the delivery
of an executed Notice of Exercise in the form prescribed from time
to time by the Compensation Committee, accompanied by payment of
the Option Price and any amounts required to be withheld for tax
purposes under Section 14. If an Option is exercised by any
person other than the Participant, the Compensation Committee may
require satisfactory evidence that the person exercising the Option
has the right to do so. The Compensation Committee may require any
partial exercise of an Option to equal or exceed a specified
minimum number of Shares.
7.5
Payment of Exercise Price . The Option Price shall be
paid in full in cash or by check acceptable to the Compensation
Committee or, if and to the extent permitted by the Compensation
Committee, (a) through the delivery of Shares which have been
outstanding for at least six months or such other minimum period as
may be required by applicable accounting rules to avoid a charge to
the Company’s earnings for financial reporting purposes
(unless the Compensation Committee approves a shorter period) and
which have a Fair Market Value on the date the Option is exercised
equal to the Option Price, (b) to the extent permitted by
Applicable Laws, by a Cashless Exercise, or (c) by any
combination of the foregoing permissible forms of
payment.
7.6
Employment Requirements . Unless otherwise provided
by the Compensation Committee and except as otherwise provided in
Section 7.7, an Option may not be exercised unless from the
Date of Grant to the date of exercise the Participant remains
continuously in the employ of the Company. The Compensation
Committee shall determine, in its discretion in the particular case
and subject to any requirements of Applicable Laws, whether and to
what the extent the period of continuous employment shall be deemed
to include any period in which the Participant is on leave of
absence with the consent of the Company. Unless the Compensation
Committee expressly provides otherwise, a Participant’s
service as an Employee with the Company will be deemed to have
ceased upon termination of the Participant’s employment with
the Company and its Subsidiaries (whether or not the Participant
continues in the service of the Company or its Subsidiaries in some
capacity other than that of an Employee). Notwithstanding the
foregoing, solely with respect to any Award that is subject to
Section 409A of the Code, a Participant shall be considered to
have terminated employment with the Company and its Subsidiaries
only when the Participant incurs a “separation from
service” with respect to the Company and its Subsidiaries
within the meaning of Section 409A(a)(2)(A)(i) of the Code and
applicable administrative guidance issued thereunder.
7.7
Exercise of Options on Termination of Employment
.
7.7.1 Unless
otherwise provided by the Compensation Committee, upon the
termination of a Participant’s employment with the Company
and its Subsidiaries by reason of death or Disability, (a) all
Options then held by the Participant, to the extent exercisable on
the date of termination of employment, shall remain in full force
and effect and may be exercised pursuant to the provisions thereof
at any time until the earlier of the end of the fixed term thereof
and the expiration of 12 months following termination of the
Participant’s employment, and (b) all Options then held
by the Participant, to the extent not then presently exercisable,
shall terminate as of the date of such termination of employment
and shall not be exercisable thereafter.
7.7.2 Unless
otherwise provided by the Compensation Committee, upon the
termination of the Participant’s employment with the Company
and its Subsidiaries for any reason other than the reasons set
forth in Section 7.7.1 or a termination for Cause,
(a) all Options then held by the Participant, to the extent
exercisable on the date of termination of employment, shall remain
in full force and effect and may be exercised pursuant to the
provisions thereof at any time until the earlier of the end of the
fixed term thereof and the expiration of 90 days following
termination of the Participant’s employment (except that the
90-day period shall be extended to 12 months from the date of
termination if the Participant shall die during such 90-day
period), and (b) all Options then held by the Participant, to
the extent not then presently exercisable, shall terminate as of
the date of such termination of employment and shall not be
exercisable thereafter.
7.7.3 Unless
otherwise provided by the Compensation Committee, in the event of a
Participant’s termination for Cause, all Options held by the
Participant, whether vested or not, shall terminate concurrently
with the first discovery by the Company of any reason for the
Participant’s termination for Cause and shall not be
exercisable thereafter. If an Participant’s employment with
the Company or any Subsidiary is suspended pending an investigation
of whether there shall be a termination for Cause, all of the
Participant’s rights under any Options then held by the
Participant, including, without limitation, the right to exercise
such Options, shall likewise be suspended during such period of
investigation.
7.8
Incentive Stock Options . Incentive Stock Options
shall be subject to the following additional provisions:
7.8.1 The
aggregate Fair Market Value (determined as of the Date of Grant) of
the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any individual Participant during
any one calendar year (under all plans of the Company and any
parent or Subsidiary) may not exceed the maximum amount permitted
under Section 422 of the Code (currently $100,000). To the
extent any Incentive Stock Option would exceed this limit, the
portion of the Option in excess of such limit shall be treated as a
Non-Qualified Stock Option for all purposes. The provisions of this
Section 7.8.1 shall be construed and applied in accordance
with Section 422(d) of the Code and the regulations promulgated
thereunder.
7.8.2 No
Incentive Stock Option may be granted to a Participant if, at the
time of the proposed grant, the Participant owns stock possessing
more than 10% of the total combined voting power of all classes of
stock of the Company or of any parent or Subsidiary of the Company,
unless (a) the Option Price is at least 110% of the Fair
Market Value of a share of Common Stock on the Date of Grant, and
(b) the Incentive Stock Option is not exercisable after the
expiration of five years from the Date of Grant.
7.8.3 If a
Participant sells or otherwise disposes of any Shares acquired
pursuant to the exercise of an Incentive Stock Option on or before
the later of (a) the date two years after the Date of Grant of
the Incentive Stock Option, and (b) the date one year after
the exercise of the Incentive Stock Option (in either case, a
“ Disqualifying Disposition ”), the Participant
shall notify the Company in writing of the Disqualifying
Disposition within 10 days of the date thereof. In the event
of a Disqualifying Disposition, the Option will not qualify for
incentive stock option treatment.
7.8.4 If the
Compensation Committee exercises its discretion to permit an
Incentive Stock Option to be exercised by a Participant more than
three months after the termination of a Participant’s
employment for any reason other than death or Disability, the
Incentive Stock Option will thereafter be treated as a
Non-Qualified Stock Option for all purposes. For purposes of this
Section 7.8.4, a Participant’s employment will be
treated as continuing uninterrupted during any period that the
Participant is on military leave, sick leave or another approved
leave of absence if the period of leave does not exceed 90
consecutive days, unless reemployment on the expiration of such
leave is guaranteed by statute or by contract.
7.8.5 Any
Option which is designated by the Compensation Committee as an
Incentive Stock Option but fails, for any reason, to meet the
requirements for Incentive Stock Option treatment shall be treated
for tax purposes as a Non-Qualified Stock Option.
7.9
Additional Terms and Conditions . Each Option, and
any shares of Common Stock issued in connection with an Option,
shall be subject to such additional terms and conditions not
inconsistent with the Plan as are determined by the Compensation
Committee and set forth in the applicable Award
Agreement.
8.1 Grant
of Restricted Stock . The Compensation Committee may offer
Awards of Restricted Stock in such amounts, at such times and to
such Employees as the Compensation Committee, in its discretion,
may determine in accordance with the eligibility criteria set forth
in Section 5.
8.2
Purchase Price . The purchase price of the Shares
subject to a Restricted Stock Award shall be determined by the
Compensation Committee and may be less than the Fair Market Value
(but not less than the par value) of the Shares on the Date of
Grant. Without limiting the generality of the foregoing, the
Compensation Committee may determine that eligible Employees may be
issued Restricted Stock in consideration for past services actually
rendered to the Company and its Subsidiaries having a value of not
less than the par value of the Shares subject to the Award. The
Committee shall determine the methods by which the purchase price
may be paid or deemed paid and the form of payment.
8.3 Award
Agreement; Acceptance by Participant . Promptly following
the grant of each Restricted Stock Award, the Compensation
Committee shall cause to be delivered to the applicable Participant
an Award Agreement that evidences the Award. The Participant shall
accept the Award by signing and delivering to the Company his or
her Award Agreement, accompanied by full payment of the purchase
price, within 30 days from the date the Award Agreement was
delivered to the Participant. If the Participant does not so accept
the Restricted Stock Award within such 30-day period, then the
offer of the Award shall terminate unless the Compensation
Committee otherwise determines.
8.4
Restrictions . At the time of grant of each
Restricted Stock Award, the Compensation Committee shall determine
the Restriction Period that will apply to the Award and the
forfeiture and vesting restrictions, restrictions on
transferability and other restrictions (including, without
limitation, limitations on the right to vote Restricted Stock or
the right to receive dividends on Restricted Stock) that will apply
to the Award during the Restriction Period. These restrictions may
lapse separately or in combination at such times, under such
circumstances (including based on achievement of Performance
Criteria or future service requirements or both), in such
installments or otherwise, as the Compensation Committee may
determine in its discretion.
8.5
Forfeiture . Except as otherwise determined by the
Compensation Committee, upon termination of the Participant’s
employment during the applicable Restriction Period, Restricted
Stock that is at that time subject to restrictions shall be
forfeited and reacquired by the Company or shall be subject to a
repurchase option in favor of the Company, as may be specified in
the Award Agreement; provided, however, that, the Compensation
Committee, in its discretion, may (a) provide in any Award
Agreement that restrictions or forfeiture conditions relating to
Restricted Stock will be waived in whole or in part in the event of
terminations resulting from specified causes, and (b) in other
cases waive in whole or in part restrictions or forfeiture
conditions relating to Restricted Stock.
8.6 Stock
Certificates . Restricted Stock granted under the Plan may
be evidenced in such manner as the Compensation Committee shall
determine. If certificates representing Restricted Stock are
registered in the name of the Participant, the Compensation
Committee may require that such certificates bear an appropriate
legend referring to the terms, conditions and restrictions
applicable to such Restricted Stock, that the Company retain
physical possession of the certificates, and that the Participant
deliver a stock power to the Company, endorsed in blank, relating
to the Restricted Stock.
8.7
Dividend Rights . Unless otherwise set forth in the
Award Agreement, (a) any regular cash dividends declared and
paid with respect to Shares subject to a Restricted Stock Award
shall be paid to the Participant at the same time they are paid to
all other stockholders of the Company, and (b) Shares
distributed in connection with a stock split or stock dividend, and
any other cash or property (including securities of the Company or
other issuers) distributed as a dividend (other than regular cash
dividends), shall be subject to restrictions and forfeiture
conditions to the same extent as the Restricted Stock with respect
to which such Shares, cash or other property have been distributed,
and all references to Restricted Stock in the Plan or the
applicable Award Agreement shall be deemed to include such Shares,
cash or other property.
8.8
Voting Rights . Unless otherwise set forth in the
Award Agreement, all voting rights appurtenant to the Shares
subject to a Restricted Stock Award shall be exercised by the
Participant.
8.9
Termination of the Restriction Period . Upon
satisfaction of the terms and conditions specified in the Award
Agreement that apply to a Restriction Period, (a) the
Participant shall be entitled to have the legend referred to in
Section 8.6 removed from his or her shares of Restricted Stock
after the last day of the Restriction Period, and (b) if the
Company has retained possession of the certificates representing
the shares of Restricted Stock, the Company shall promptly deliver
such certificates to the Participant. If the terms and conditions
specified in the Award Agreement that apply to a Restriction Period
have not been satisfied, the Restricted Stock subject to the Award
shall be forfeited and reacquired by the Company or shall be
subject to a repurchase option in favor of the Company, as may be
specified in the Award Agreement
8.10
Additional Terms and Conditions . Each Award of
Restricted Stock, and all Shares of Restricted Stock granted or
offered for sale hereunder, shall be subject to such additional
terms and conditions not inconsistent with the Plan as are
prescribed by the Compensation Committee and set forth in the
applicable Award Agreement.
9.
Restricted Stock Units .
9.1 Grant
of Restricted Stock Units . The Compensation Committee may
make Awards of Restricted Stock Units in such amounts, at such
times and to such Employees as the Compensation Committee, in its
discretion, may determine in accordance with the eligibility
criteria set forth in Section 5. A Participant granted
Restricted Stock Units shall not have any of the rights of a
stockholder with respect to the Shares subject to an Award of
Restricted Stock Units, including any right to vote or to receive
other distributions on the Shares, until certificates for the
Shares subject to the Award shall have been issued in the
Participant’s name in accordance with the terms of the
applicable Award Agreement.
9.2
Vesting and Other Terms . At the time of grant of
each Award of Restricted Stock Units, the Compensation Committee
shall determine the Restriction Period that will apply to the
Award. During the Restriction Period, Restricted Stock Units shall
be subject to such restrictions on transferability, risk of
forfeiture and other restrictions as the Compensation Committee may
impose, which restrictions may lapse separately or in combination
at such times, under such circumstances (including based on
achievement of Performance Criteria or future service requirements
or both), in such installments or otherwise as the Committee may
determine in its discretion. If the terms and conditions specified
in the Award Agreement have not been satisfied by the end of the
Restriction Period, the Restricted Stock Units subject to the
Restriction Period shall become null and void, and the Participant
shall forfeit all rights with respect to such Award.
9.3
Termination of Employment . Except as otherwise
determined by the Compensation Committee, upon termination of the
Participant’s employment during the applicable Restriction
Period, Restricted Stock Units that are at that time subject to
restrictions shall be null and void, and the Participant shall
forfeit all rights with respect to such Awards.
9.4
Settlement . On the vesting date or dates of the
Award, the Company shall, subject to the terms of the Plan and the
Award Agreement, transfer to the Participant one Share for each
Restricted Stock Unit scheduled to be paid out on such date and not
previously forfeited. The Compensation Committee shall specify in
the Award the purchase price, if any, to be paid by the Participant
to the Company for such Shares and shall determine the methods by
which the purchase price may be paid or deemed paid and the form of
payment.
9.5
Additional Terms and Conditions . Each Award of
Restricted Stock Units, and all Shares issued in settlement of
Restricted Stock Units, shall be subject to such additional terms
and conditions not inconsistent with the Plan as are prescribed by
the Compensation Committee and set forth in the applicable Award
Agreement.
10. Stock
Appreciation Rights .
10.1
Grant of Stock Appreciation Rights . The Compensation
Committee may make Awards of Stock Appreciation Rights in such
amounts, at such times and to such Employees as the Compensation
Committee, in its discretion, may determine in accordance with the
eligibility criteria set forth in Section 5. If a Stock
Appreciation Right is granted to a Section 16(b) Insider, the Award
Agreement shall incorporate all the terms and conditions at the
time necessary to assure that the subsequent exercise of the Stock
Appreciation Right shall qualify for the safe-harbor exemption from
short-swing profit liability provided by
Rule 16b-3.
10.2
General Terms . A Stock Appreciation Right shall
confer on the Participant the right to receive in Shares, cash or a
combination thereof (as may be determined by the Compensation
Committee in its discretion) the value equal to the excess of the
Fair Market Value of one Share on the date of exercise over the
exercise price for the Stock Appreciation Right, with respect to
every Share for which the Stock Appreciation Right is granted (the
“ SAR Settlement Value ”). At the time of grant,
the Stock Appreciation Right must be designated by the Compensation
Committee as either a tandem Stock Appreciation Right or a
stand-alone Stock Appreciation Right and, if not so designated,
shall be deemed to be a stand-alone Stock Appreciation Right. A
tandem Stock Appreciation Right is a Stock Appreciation Right that
is granted in tandem with an Option and only may be granted at the
same time as the Option to which it relates. The exercise of a
tandem Stock Appreciation Right shall cancel the related Option for
a like number of Shares, and the exercise of the related Option
similarly shall cancel the tandem Stock Appreciation Right for a
like number of Shares. Tandem Stock Appreciation Rights shall,
except as specifically set forth in this Section 10 or in the
applicable Award Agreement, be subject to the same terms and
conditions as apply to the related Option. Stand-alone Stock
Appreciation Rights shall, except as specifically set
forth
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