2008 INCENTIVE COMPENSATION
PLAN
ARTICLE I.
PURPOSE AND DURATION
Section 1.01. Establishment of the Plan. Old National
Bancorp, an Indiana corporation, hereby establishes an equity-based
incentive compensation plan, to be known as the Old National
Bancorp 2008 Incentive Compensation Plan (“Plan”),
effective as of May 15, 2008. The Plan was adopted by the
Company’s Board on January 17, 2008, contingent on
shareholder approval, and it became effective upon the
shareholders’ approval of the Plan on May 15,
2008.
Section 1.02. Purposes of the Plan. The purposes of the
Plan are to further the growth and financial success of the Company
and its Affiliates by aligning the interests of Participants more
closely with the interests of the Company’s shareholders; to
provide Participants with an additional incentive to excel in
performing services for the Company and its Affiliates, and to
promote teamwork among Participants. The Plan is further intended
to provide flexibility to the Company and its Affiliates in
attracting, motivating, and retaining key employees. To achieve
these objectives, the Plan provides for the grant of Nonqualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock, Performance Units, Performance Shares, Shares,
and Short-Term Incentive Awards.
ARTICLE II.
DEFINITIONS AND RULES OF INTERPRETATION
Section 2.01. Definitions. For purposes of the Plan,
the following words and phrases shall have the following meanings,
unless a different meaning is plainly required by the
context:
(a) “Act”
or “1934 Act” means the Securities Exchange Act of
1934, as amended from time to time.
(b) “Affiliate”
means any corporation or any other entity (including, but not
limited to, a partnership, limited liability company, joint
venture, or Subsidiary) controlling, controlled by, or under common
control with the Company.
(c) “Affiliated
SAR” means an SAR that is granted in connection with a
related Option and is deemed to be exercised at the same time as
the related Option is exercised.
(d) “Award”
means, individually or collectively, a grant under the Plan of
Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Service-Based Restricted Stock,
Performance-Based Restricted Stock, Performance Units, Performance
Shares, Shares, or Short-Term Incentive Awards.
(e) “Award
Agreement” means the written agreement that sets forth the
terms and conditions applicable to an Award.
(f) “Board”
or “Board of Directors” means the Company’s Board
of Directors, as constituted from time to time.
(g) “Cashless
Exercise” means, if there is a public market for the Shares,
the payment of the Exercise Price for Options (i) through a
same day sale commitment from the Participant and a FINRA member
firm, whereby the Participant irrevocably elects to exercise the
Option and to sell a portion of the Shares so purchased to pay the
Exercise Price, and whereby the FINRA member firm irrevocably
commits upon receipt of such stock to forward the Exercise Price
directly to the Company, or (ii) through a margin commitment
from the Participant and a FINRA member firm whereby the
Participant irrevocably elects to exercise the Option and to pledge
the Shares so purchased to the FINRA member firm in a margin
account as security for a loan from the FINRA member firm in the
amount of the Exercise Price and whereby the FINRA member firm
irrevocably commits upon receipt of such Shares to forward the
Exercise Price directly to the Company.
(h) “Cause”
means, for purposes of determining whether and when a Participant
has incurred a Termination of Service for Cause, (i) any act
or failure to act that permits the Company or an Affiliate to
terminate the
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written
agreement or arrangement between the Participant and the Company or
Affiliate for “cause,” as defined in such agreement or
arrangement or, (ii) if there is no such agreement or
arrangement, or the agreement or arrangement does not define the
term “cause,” any act or failure to act deemed to
constitute “cause” under the Company’s
established and applied practices, policies, or guidelines
applicable to the Participant.
(i) “Change
in Control” has the meaning specified in
Section 15.02.
(j) “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.
(k) “Committee”
means the Compensation and Management Development Committee of the
Board or such other committee appointed by the Board pursuant to
Section 3.01 to administer the Plan.
(l) “Company”
means Old National Bancorp, an Indiana corporation, and any
successor thereto.
(m) “Covered
Employee” means an Employee who is a covered employee as
defined in Code Section 162(m)(3).
(n) “Director”
means any individual who is a member of the Board of
Directors.
(o) “Disability”
means a mental or physical illness that entitles the Participant to
receive benefits under the long-term disability plan of the Company
or Affiliate by whom the Participant is employed. Notwithstanding
the foregoing, a mental or physical illness shall not constitute a
Disability if it is the result of (i) an intentionally
self-inflicted injury or an intentionally self-induced sickness, or
(ii) an injury or disease contracted, suffered, or incurred
while participating in a criminal offense. The determination of a
Disability for purposes of the Plan shall be made by the Committee,
and it shall not be construed to be an admission of a disability
for any other purpose.
(p) “Effective
Date” means May 15, 2008, which is the date on which the
Company’s shareholders approved the Plan.
(q) “Employee”
means an officer or key employee of the Company or an
Affiliate.
(r) “Exercise
Price” means the price at which a Share may be purchased by a
Participant pursuant to the exercise of an Option.
(s) “Fair
Market Value” means, with respect to a Share as of a
particular date, the per share closing price for the Shares on such
date, as reported by the principal exchange or market over which
the Shares are then listed or regularly traded. If Shares are not
traded over the applicable exchange or market on the date as of
which the determination of Fair Market Value is made, “Fair
Market Value” means the per share closing price for the
Shares on the most recent preceding date on which the Shares were
traded over such exchange or market.
(t) “FINRA”
means the Financial Industry Regulatory Authority.
(u) “Fiscal
Year” means the annual accounting period of the
Company.
(v) “Freestanding
SAR” means an SAR that is granted independently of any
Option.
(w) “Grant
Date” means, with respect to any Award, (i) the date on
which the Award is granted by the Committee, or (ii) if
granted by the Committee subject to the approval of the full Board,
the date on which the Award is approved by the full Board,
regardless of whether the related Award Agreement is signed after
such date.
(x) “Incentive
Stock Option” means an option to purchase Shares that is
granted pursuant to the Plan, is designated as an Incentive Stock
Option, and satisfies the requirements of Code
Section 422.
(y) “Net
Charge-Off Ratio” means the average of net charge offs to
loans over the Performance Period.
(z) “1999
Plan” means the Old National Bancorp 1999 Equity Incentive
Plan, which was approved by shareholders on April 15,
1999.
(aa) “Nonqualified
Stock Option” means an option to purchase Shares that is
granted pursuant to the Plan and is not an Incentive Stock
Option.
(bb) “Option”
means an Incentive Stock Option or a Nonqualified Stock
Option.
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(cc) “Option
Period” means the period during which an Option is
exercisable in accordance with the applicable Award Agreement and
Article VI.
(dd) “Participant”
means an Employee to whom an Award has been granted.
(ee) “Performance
Award” means, with respect to a Participant for a Performance
Period, an Award under which the amount payable to the Participant
(if any) is contingent on the achievement of pre-established
Performance Targets during the Performance Period.
(ff) “Performance-Based
Compensation” means compensation described in Code Section
162(m)(4)(C) that is excluded from “applicable employee
remuneration” under Code Section 162(m).
(gg) “Performance-Based
Restricted Stock” means Restricted Stock that is subject to
forfeiture unless specified Performance Targets are satisfied
during the Performance Period.
(hh) “Performance
Measures” means, with respect to a Performance Award, the
objective factors used to determine the amount (if any) payable
pursuant to the Award. “Performance Measures” shall be
based on any of the factors listed below, alone or in combination,
as determined by the Committee. Such factors may be applied
(i) on a corporate-wide or business-unit basis, (ii) including
or excluding one or more Subsidiaries, (iii) in comparison
with plan, budget, or prior performance, and/or (iv) on an
absolute basis or in comparison with peer-group performance. The
factors that may be used as Performance Measures are
(i) return on assets, (ii) return on equity,
(iii) total shareholder return, (iv) total revenue,
(v) operating income, (vi) net income, (vii) earnings per
share, (viii) total risk-adjusted income,
(ix) non-performing asset ratio, (x) book value per
share, (xi) income before interest and taxes,
(xii) charge offs, and (xiii) Net-Charge-Off Ratios.
Performance Measures may differ from Participant to Participant and
Award to Award.
(ii) “Performance
Period” means the period of time during which Performance
Targets must be achieved with respect to an Award, as established
by the Committee.
(jj) “Performance
Share” means an Award granted to a Participant pursuant to
Section 9.01, the initial value of which is equal to the Fair
Market Value of a Share on the Grant Date.
(kk) “Performance
Targets” means, with respect to a Performance Award for a
Performance Period, the objective performance under the Performance
Measures for that Performance Period that will result in payments
under the Performance Award. Performance Targets may differ from
Participant to Participant and Award to Award.
(ll) “Performance
Unit” means an Award granted to a Participant pursuant to
Section 9.01, the initial value of which is established by the
Committee on or before the Grant Date.
(mm) “Period
of Restriction” means the period during which a Share of
Restricted Stock is subject to restrictions and a substantial risk
of forfeiture.
(nn) “Plan”
means the Old National Bancorp 2008 Incentive Compensation Plan, as
set out in this instrument and as hereafter amended from time to
time.
(oo) “Restricted
Stock” means an Award granted to a Participant pursuant to
Section 8.01.
(pp) “Retirement”
means, with respect to a Participant, Termination of Service after
having (i) completed at least five years of service with the
Company and (ii) reached age fifty-five (55). For purposes of
the preceding sentence, service with an Affiliate shall be
considered service with the Company.
(qq) “Rule 16b-3”
means Rule 16b-3 under the 1934 Act and any future rule or
regulation amending, supplementing, or superseding such
rule.
(rr) “Section 16
Person” means a person subject to potential liability under
Section 16(b) of the 1934 Act with respect to transactions that
involve equity securities of the Company.
(ss) “Service-Based
Restricted Stock” means Restricted Stock with restrictions
based on the Participant’s continued service to the Company
and/or an Affiliate.
(tt) “Shares”
means the whole shares of issued and outstanding regular voting
common stock, no par value, of the Company, whether presently or
hereafter issued and outstanding, and any other stock or securities
resulting from adjustment thereof as provided in 4.04, or the stock
of any successor to the Company that is so designated for the
purposes of the Plan.
(uu) “Short-Term
Incentive Award” means an Award pursuant to the
STIP.
(vv) “STIP”
means the Old National Bancorp Short-Term Incentive Plan for
Executive Employees, as set out in Appendix A, and as amended
from time to time. The terms of the STIP are part of the Plan as if
fully set out herein.
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(ww) “Stock
Appreciation Right” or “SAR” means an Award,
granted alone or in connection or tandem with a related Option,
that is designated as an SAR pursuant to
Section 7.01.
(xx) “Subsidiary”
means any corporation (including, without limitation, any bank,
savings association, financial institution, or financial services
company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last
corporation in the unbroken chain then owns stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in the
chain.
(yy) “Tandem
SAR” means an SAR that is granted in tandem with a related
Option, the exercise of which requires forfeiture of the right to
exercise the related Option with respect to an equal number of
Shares and that is forfeited to the extent that the related Option
is exercised.
(zz) “Termination
of Service,” “Terminates Service,” or any
variation thereof means a separation from service within the
meaning of Code Section 409A(a)(2)(A)(i).
Section 2.02. Rules of Interpretation. The following
rules shall govern in interpreting the Plan:
(a) Except to
the extent preempted by United States federal law or as otherwise
expressly provided herein, the Plan and all Award Agreements shall
be interpreted in accordance with and governed by the internal laws
of the State of Indiana without giving effect to any choice or
conflict of law provisions, principles, or rules.
(b) The Plan
and all Awards are intended to comply with the requirements of Code
Section 409A, with all Options, SARs, and grants of Restricted
Stock being exempt from the requirements of Code Section 409A
and all other Awards being exempt from or complying with such
requirements.
(c) Any
reference herein to a provision of law, regulation, or rule shall
be deemed to include a reference to the successor of such law,
regulation, or rule.
(d) To the
extent consistent with the context, any masculine term shall
include the feminine, and vice versa, and the singular shall
include the plural, and vice versa.
(e) If any
provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity of that provision shall not
affect the remaining parts of the Plan, and the Plan shall be
interpreted and enforced as if the illegal or invalid provision had
never been included herein.
(f) The grant
of Awards and issuance of Shares hereunder shall be subject to all
applicable statutes, laws, rules, and regulations and to such
approvals and requirements as may be required from time to time by
any governmental authority or securities exchange or market on
which the Shares are then listed or traded.
(g) The
descriptive headings and sections of the Plan are provided for
convenience of reference only and shall not serve as a basis for
interpretation of the Plan.
ARTICLE III.
ADMINISTRATION
Section 3.01. The Committee. The Committee shall
administer the Plan and, subject to the provisions of the Plan and
applicable law, may exercise its discretion in performing its
administrative duties. The Committee shall consist of not fewer
than three (3) Directors, and Committee action shall require
the affirmative vote of a majority of its members. The members of
the Committee shall be appointed by, and shall serve at the
pleasure of, the Board of Directors. The Committee shall be
composed solely of Directors who both are (i) non-employee
directors under Rule 16b-3 and (ii) outside directors
under Code Section 162(m)(3)(C)(ii).
Section 3.02. Authority of the Committee. Except as
limited by law or by the Articles of Incorporation or By-Laws of
the Company, and subject to the provisions of the Plan, the
Committee shall have full power and discretion to select the
Employees who shall participate in the Plan; determine the sizes
and types of Awards; determine the terms and conditions of Awards
in a manner consistent with the Plan; construe and interpret the
Plan, all Award Agreements, and any other agreements or instruments
entered into under the Plan; establish, amend, or waive rules and
regulations for the Plan’s administration; and amend the
terms and conditions of any outstanding Award and applicable Award
Agreement to the extent that such terms and conditions are within
the discretion of the Committee. Further, the Committee shall make
all other determinations that may be necessary or advisable for the
administration of the Plan. Each Award shall be evidenced by a
written Award Agreement between the Company and the Participant and
shall contain such terms and conditions established by the
Committee consistent with the provisions of the Plan.
Notwithstanding the preceding provisions, the Committee shall not
have any authority (i) to take any action that would cause an
Option, SAR, or grant of Restricted Stock to become subject to Code
Section 409A or to cause any Performance Unit, Performance
Share, or Short-Term Incentive Award to violate Code
Section 409A, or (ii) to take any action with respect to
an Award intended to constitute Performance-Based
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Compensation
that would disqualify it from being such. Moreover, except as
permitted by the Plan in connection with a corporate transaction
(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, or exchange
of shares), the terms of outstanding Awards may not be amended
without shareholder approval to reduce the Exercise Price of an
outstanding Option or SAR or cancel an outstanding Option or SAR in
exchange for cash, other Awards, or Options or SARs with an
exercise price that is less than the Exercise Price of the original
Options or SARs. Except as limited by applicable law or the Plan,
the Committee may use its discretion to the maximum extent that it
deems appropriate in administering the Plan.
Section 3.03. Delegation by the Committee. The
Committee may delegate all or any part of its authority and powers
under this Plan to one or more Directors or officers of the
Company; provided, however, the Committee may not delegate its
authority and powers (i) with respect to grants to
Section 16 Persons, (ii) in a way that would jeopardize
the Plan’ s satisfaction of Rule 16b-3, or
(iii) with respect to grants intended to constitute
Performance-Based Compensation.
Section 3.04. Decisions Binding. All determinations and
decisions made by the Committee, the Board, or any delegate of the
Committee pursuant to this Article shall be final, conclusive, and
binding on all persons, including the Company and
Participants.
ARTICLE IV.
SHARES SUBJECT TO THIS PLAN
Section 4.01. Number of Shares.
(a) Subject
to adjustment as provided in Section 4.04 and any limitations
specified elsewhere in the Plan, the maximum number of Shares
cumulatively available for issuance under the Plan pursuant to
(i) the exercise of Options, (ii) the grant of
Affiliated, Freestanding, and Tandem SARs, (iii) the grant of
Restricted Stock, (iv) the payment of Performance Units and
Performance Shares, and/or (v) the grant of Shares shall not
exceed the sum of the following:
(i) one million
Shares, plus
(ii) any Shares
covered by an award under this Plan or the 1999 Plan that are
forfeited or remain unpurchased or undistributed upon termination
or expiration of the award, plus
(iii) any Shares
exchanged by a Participant as full or partial payment to the
Company of the exercise price of an option under this Plan or the
1999 Plan; plus
(iv) any Shares
available for awards under the 1999 Plan on the date of its
termination.
(b) Except as
expressly provided herein, no separate limit shall apply to the
number of Shares that may be used for any particular type of
Award.
(c) Shares
issued under the Plan may be authorized but unissued Shares,
treasury Shares, reacquired Shares (including Shares purchased in
the open market), or any combination thereof, as the Committee may
from time to time determine. Shares covered by an Award that are
forfeited or that remain unpurchased or undistributed upon
termination or expiration of the Award may be made the subject of
further Awards to the same or other Participants.
Section 4.02. Restrictions on Shares. Shares issued
upon exercise of an Award shall be subject to the terms and
conditions specified herein and to such other terms, conditions,
and restrictions as the Committee may determine or provide in the
Award Agreement. The Company shall not be required to issue or
deliver any certificates for Shares, cash, or other property before
(i) the listing of such Shares on any stock exchange (or other
public market) on which the Shares may then be listed (or regularly
traded) and (ii) the completion of any registration or
qualification of such shares under federal, state, local, or other
law, or any ruling or regulation of any government body that the
Committee determines to be necessary or advisable. The Company may
cause any certificate for Shares to be delivered hereunder to be
properly marked with a legend or other notation reflecting the
limitations on transfer of such Shares as provided in the Plan or
as the Committee may otherwise require. Participants, or any other
persons entitled to benefits under the Plan, must furnish to the
Committee such documents, evidence, data, or other information as
the Committee considers necessary or desirable for the purpose of
administering the Plan. The benefits under the Plan for each
Participant and other person entitled to benefits hereunder are to
be provided on the condition that such Participant or other person
furnish full, true, and complete data, evidence, or other
information, and that he or she promptly sign any document
reasonably requested by the Committee. No fractional Shares shall
be issued under the Plan; rather, fractional shares shall be
aggregated and then rounded to the next lower whole
Share.
Section 4.03. Shareholder Rights. Except with respect
to Restricted Stock as provided in Article VIII, no person
shall have any rights of a shareholder (including, but not limited
to, voting and dividend rights) as to Shares subject to an Award
until, after proper exercise or vesting of the Award or other
action as may be required by
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the Committee,
such Shares shall have been recorded on the Company’s
official shareholder records (or the records of its transfer agents
or registrars) as having been issued and transferred to the
Participant. Upon exercise of the Award or any portion thereof, the
Company shall have a reasonable period in which to issue and
transfer the Shares to the Participant, and the Participant shall
not be treated as a shareholder for any purpose before such
issuance and transfer. No payment or adjustment shall be made for
cash dividends or other rights for which the record date is prior
to the date on which such Shares are recorded as issued and
transferred in the Company’s official shareholder records (or
the records of its transfer agents or registrars), except as
provided herein or in an Award Agreement.
Section 4.04. Changes in Stock Subject to the Plan. In
the event of any change in the Shares by virtue of a stock
dividend, stock split or consolidation, reorganization, merger,
spinoff, or similar transaction, the Committee shall, as it deems
appropriate, adjust the aggregate number of Shares available for
Awards, the Shares subject to an Award, and the terms of the Award
to prevent the dilution of Shares or the diminution of the Awards.
The Committee’s determination pursuant to this Section be
final and conclusive, provided, however, no adjustment pursuant to
this Section shall (i) be made to the extent that the
adjustment would cause an Award to become subject to Code
Section 409A or (ii) change the One Hundred Thousand
Dollar ($100,000) limit on Incentive Stock Options first
exercisable during a year, as set out in
Section 6.01.
Except as herein
provided, individuals who are Employees shall be eligible to
participate in the Plan and be granted Awards. The Committee may,
from time to time and in its sole discretion, select the Employees
to be granted Awards and determine the terms and conditions with
respect thereto each Award. In making any such selection and in
determining the form of an Award, the Committee may give
consideration to the functions and responsibilities of the Employee
and the Employee’s contributions to the Company or its
Affiliates, the value of the Employee’s services (past,
present, and future) to the Company or its Affiliates, and such
other factors as it deems relevant. Committee members shall not be
eligible to participate in the Plan while serving as Committee
members.
ARTICLE VI.
STOCK OPTIONS
Section 6.01. Grant of Options. Subject to the terms
and provisions of the Plan, the Committee may grant Options to any
Employee in such amounts as the Committee may determine. The
Committee may grant Incentive Stock Options, Nonqualified Stock
Options, or any combination thereof. The Committee shall determine
the number of Shares subject to each Option; subject to the express
limitations of the Plan, including Article XII. Furthermore,
no Participant may be granted Incentive Stock Options under this
Plan (when combined with incentive stock options granted under any
other plan of the Company or an Affiliate) that would result in
Shares with an aggregate Fair Market Value (determined as of the
Grant Date(s)) of more than One Hundred Thousand Dollars ($100,000)
first becoming exercisable in any one calendar year. To the extent
that a purported Incentive Stock Option would violate the
limitation specified in the preceding sentence, the Option shall be
deemed a Nonqualified Stock Option.
Section 6.02. Option Award Agreement. Each Option shall
be evidenced by an Option Award Agreement that shall specify the
Exercise Price, the number of Shares to which the Option pertains,
the Option Period, any conditions to exercise of the Option, and
such other terms and conditions as the Committee shall determine.
The Option Award Agreement also shall specify whether the Option is
intended to be an Incentive Stock Option or a Nonqualified Stock
Option. All grants of Options intended to constitute Incentive
Stock Options and related Award Agreements shall comply with the
requirements of Code Section 422.
Section 6.03. Exercise Price. Subject to the provisions
of this Section, the Committee shall determine the Exercise Price
under each Option.
(a)
Nonqualified Stock Options. The per-Share Exercise Price
under a Nonqualified Stock Option shall be not less than one
hundred percent (100%) of Fair Market Value of a Share on the Grant
Date.
(b)
Incentive Stock Options. The per-Share Exercise Price under
an Incentive Stock Option shall be not less than one hundred
percent (100%) of Fair Market Value of a Share on the Grant Date;
provided, however, if, on the Grant Date, the Participant (together
with persons whose stock ownership is attributed to the Participant
pursuant to Code Section 424(d)) owns securities possessing
more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any of its Subsidiaries, the
per-Share Exercise Price shall be not less than one hundred ten
percent (110%) of the Fair Market Value of a Share on the Grant
Date.
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(c)
Substitute Options. Notwithstanding the provisions of
Subsections (a) and (b), if the Company or an Affiliate
consummates a transaction described in Code Section 424(a) (e.g.,
the acquisition of property or stock from an unrelated
corporation), individuals who become Employees on account of such
transaction may be granted Options in substitution for options
granted by such former employer or recipient of services. If such
substitute Options are granted, the Committee, in its sole
discretion and consistent with Code Section 424(a) and the
requirements of Code Section 409A, may determine that such
substitute Options shall have an Exercise Price less than one
hundred (100%) of the Fair Market Value of the Shares to which the
Options relate determined as of the Grant Dates. In carrying out
the provisions of this Section, the Committee shall apply the
principles contained in Section 4.04.
Section 6.04. Duration of Options. Subject to the terms
and provisions of Section 15.01, the Option Period with
respect to each Option shall commence and expire at such times as
the Committee shall provide in the Award Agreement, provided
that:
(a) Options
shall not be exercisable more than ten years after their respective
Grant Dates;
(b) Incentive
Stock Options granted to an Employee who possesses more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Company or any Subsidiary, taking into account the
attribution rules of Code Section 422(d), shall not be
exercisable later than five years after their respective Grant
Date(s); and
(c) Subject
to the limits of this Article, the Committee may, in its sole
discretion, after an Option is granted, extend the option term,
provided that such extension is not an extension for purposes of
Code Section 409A and the guidance thereunder or, in the case
of an Incentive Stock Option, a modification, extension, or renewal
for purposes of Code Section 424(h).
Section 6.05. Exercisability of Options. Subject to the
provisions of Section 15.01 and this Article, all Options
granted under this Plan shall be exercisable at such times, under
such terms, and subject to such restrictions and conditions as the
Committee shall determine and specify in the applicable Award
Agreement. After an Option is granted, the Committee, in its sole
discretion, may accelerate the exercisability of the
Option.
Section 6.06. Method of Exercise. Subject to the
provisions of this Article and the applicable Award Agreement, a
Participant may exercise an Option, in whole or in part, at any
time during the applicable Option Period by giving written notice
to the Company of exercise on a form provided by the Committee (if
available). Such notice shall specify the number of Shares subject
to the Option to be purchased and shall be accompanied by payment
in full of the total Exercise Price by cash or check or such other
form of payment as the Company may accept. If permitted by the
Committee or the applicable the Award Agreement, payment in full or
in part may also be made by:
(a) delivering
Shares already owned by the Participant for more than six
(6) months and having a total Fair Market Value on the date of
such delivery equal to the total Exercise Price;
(b) the
delivery of cash by a broker-dealer pursuant to a Cashless
Exercise; or
(c) a
combination of the foregoing.
No Shares shall
be issued until full payment therefor has been made. A Participant
shall have all of the rights of a shareholder of the Company
holding the class of Shares subject to such Option (including, if
applicable, the right to vote the shares and the right to receive
dividends) when the Participant has given written notice of
exercise, has paid the total Exercise Price, and such Shares have
been recorded on the Company’s official shareholder records
(or the records of its transfer agents or registrars) as having
been issued and transferred to the Participant.
Section 6.07. Restrictions on Share Transferability. In
addition to the restrictions imposed by Section 16.09, the
Committee may impose such restrictions on any Shares acquired
pursuant to the exercise of an Option as it may deem advisable or
appropriate, including, but not limited to, restrictions
related
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