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Exhibit 10.1
ST. MARY LAND & EXPLORATION COMPANY
2006 EQUITY INCENTIVE COMPENSATION PLAN
As
Amended and Restated as of March 28, 2008
ARTICLE I
ESTABLISHMENT, PURPOSE AND DURATION
1.1
Establishment.
St. Mary Land & Exploration Company,
a Delaware corporation (the “Company”), has
established an equity incentive compensation plan known as the
2006 Equity Incentive Compensation Plan (the
“Plan”). The Plan permits the grant of Restricted
Stock, Restricted Stock Units, Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights,
Performance Shares, Performance Units and Stock Based Awards.
The Plan became effective upon its approval by the
Company’s stockholders on May 17, 2006 (the
“Effective Date”) and shall remain in effect as
provided in Section 1.3 hereof.
1.2
Purpose.
The purpose of the Plan is to promote the success
and enhance the value of the Company by linking the personal
interests of the Participants to those of the Company’s
stockholders, and by providing Participants with an incentive
for outstanding performance. The Plan is further intended to
provide flexibility to the Company in its ability to attract,
motivate, and retain the services of Participants upon whose
judgment, interest, and special effort the success of the
Company is substantially dependent.
1.3
Duration.
The Plan commenced as of the Effective Date, as
set forth in Section 1.1 hereof, and shall remain in
effect, subject to the right of the Committee or the Board to
amend or terminate the Plan at any time pursuant to
Article XIV hereof, until the earlier of (i) the
tenth anniversary of the Effective Date, or (ii) when all
Shares subject to the Plan have been purchased or acquired
according to the Plan’s provisions. Any previously
granted Awards under this Plan which remain outstanding as of
the date of expiration or other termination of the Plan shall
not be affected by such expiration or other termination and
shall continue in effect in accordance with their respective
terms.
1.4
Successor
Plan. This Plan shall serve as the
successor to the St. Mary Land & Exploration
Company Stock Option Plan, the St. Mary Land &
Exploration Company Incentive Stock Option Plan, the
St. Mary Land & Exploration Company Restricted
Stock Plan, and the St. Mary Land & Exploration
Company Non-Employee Director Stock Compensation Plan
(collectively, the “Predecessor Plans”), and no
further grants or awards shall be made under the Predecessor
Plans from and after the Effective Date of this Plan. Each
outstanding grant or award under a Predecessor Plan
immediately prior to the Effective Date of this Plan shall
continue to be governed solely by the terms and conditions of
the applicable Predecessor Plan and the instruments evidencing
such grant or award, and, except as otherwise expressly
provided herein or by the Committee, no provision of this Plan
shall affect or otherwise modify the rights or obligations of
holders of such outstanding grants or awards under the
Predecessor Plans. Any Shares reserved for issuance under the
Predecessor Plans in excess of the number of Shares as to
which grants or awards have been made thereunder shall be
transferred into this Plan upon the Effective Date and shall
become available for Awards under this Plan. Any Shares
related to grants or awards made under the Predecessor Plans
that after the Effective Date may lapse, expire, terminate, or
are cancelled, are settled in cash in lieu of common stock,
are tendered (either by actual delivery or attestation) to pay
the option price, or are used to satisfy any tax withholding
requirements shall be deemed to be available for issuance or
reissuance under Section 4.1 of this Plan; provided,
however, that any Shares that from and after May 21, 2008
are tendered (either by actual delivery or attestation) to pay
the option price or are used to satisfy any tax withholding
requirements shall not be deemed available for issuance or
reissuance under Section 4.1 of this Plan.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
2.1
Definitions.
Whenever used herein, the following terms shall
have the respective meanings set forth below, unless the
context clearly requires otherwise, and when such meaning is
intended the term shall be capitalized.
(a) “
Affiliate ”
shall have the meaning given to such term in Rule 12b-2
under the Exchange Act, with reference to the Company, and
shall also include any corporation, partnership, joint
venture, limited liability company or other entity in which
the Company owns, directly or indirectly, at least
50 percent of the total combined voting power of such
corporation or of the capital interest or profits interest of
such partnership or other entity.
(b) “
Award
” means, individually or collectively, a grant or award
under this Plan of Restricted Stock, Restricted Stock Units,
NQSOs, ISOs, SARs, Performance Shares, Performance Units or
Stock Based Awards, in each case subject to the terms of this
Plan.
(c) “
Award
Agreement ” means either (i) a written
agreement entered into by the Company and a Participant
setting forth the terms and provisions applicable to Awards
granted under this Plan; or (ii) a written statement
issued by the Company to a Participant describing the terms
and provisions of such Award. All Award Agreements shall be
deemed to incorporate the provisions of the Plan. An Award
Agreement need not be identical to other Award Agreements
either in form or substance.
(d) “
Board
” or “ Board of
Directors ” means the Board of Directors of the
Company.
(e) “
Change of
Control ” shall mean any of the following
events:
(i) (A)
The acquisition by any individual or entity (a
“Person”) or Persons acting as a group of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of more than
50 percent of either (1) the then value of the
outstanding shares of common stock of the Company, or
(2) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in
the election of directors.
(B) For
purposes of paragraph (A), Persons will not be considered
to be acting as a group solely because they purchase or own
stock of the same corporation at the same time, or as a result
of the same public offering. However, Persons will be
considered to be acting as a group if they are owners of a
corporation that enters into a merger, consolidation, purchase
or acquisition of stock, or similar business transaction with
the Company. If a Person, including an entity, owns stock in
both corporations that enter into a merger, consolidation,
purchase or acquisition of stock, or similar transaction, such
shareholder is considered to be acting as a group with other
shareholders in a corporation prior to the transaction giving
rise to the change and not with respect to the ownership
interest in the other corporation. For purposes of determining
stock ownership, see (e)(iv) below.
(ii)
A majority of members of the Board is replaced during any
12 month period by Directors whose appointment or
election is not endorsed by a majority of the members of the
Board prior to the date of the appointment or election;
or
(iii)
(A) Any one Person, or more than one Person acting as a group
(as determined in (e)(iii)(C) below), acquires (or has
acquired during the 12 month period ending on the date of
the most recent acquisition by such Person or Persons) assets
from the Company that have a total gross fair market value
equal to or more than 50 percent of the total gross fair
market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions. For this purpose,
gross fair market value means the value of the assets of the
Company, or the value of the assets being disposed of,
determined without regard to any liabilities associated with
such assets.
(B)
A transfer of assets by the Company is not treated as a change
in the ownership of such assets if the assets are transferred
to—
(1) A
stockholder of the Company (immediately before the asset
transfer) in exchange for or with respect to its
stock;
(2) An
entity, 50 percent or more of the total value or voting
power of which is owned, directly or indirectly, by the
Company;
(3) A
Person, or more than one Person acting as a group, that owns,
directly or indirectly, 50 percent or more of the total
value or voting power of all the outstanding stock of the
Company; or
(4) An
entity, at least 50 percent of the total value or voting
power of which is owned, directly or indirectly, by a Person
described in (e)(iii)(B)(3). For purposes of this
paragraph (e)(iii)(B) and except as otherwise provided, a
Person’s status is determined immediately after the
transfer of the assets. For example, a transfer to a
corporation in which the Company has no ownership interest
before the transaction, but which is a majority owned
subsidiary of the Company after the transaction, is not
treated as a change in the ownership of the assets of the
Company.
(C) Persons
will not be considered to be acting as a group for purposes of
this paragraph (e)(iii) solely because they purchase
assets of the Company at the same time. However, Persons will
be considered to be acting as a group if they are owners of a
corporation that enters into a merger, consolidation, purchase
or acquisition of assets, or similar business transaction with
the Company. If a Person, including an entity shareholder,
owns stock in both corporations that enter into a merger,
consolidation, purchase or acquisition of stock or similar
transaction, such shareholder is considered to be acting as a
group with other shareholders in a corporation only to the
extent of the ownership in that corporation prior to the
transaction giving rise to the change and not with respect to
the ownership interest in the other corporation.
(D) For
purposes of determining stock ownership, see (e)(iv)
below.
(iv) For
purposes of determining whether there has been a Change of
Control, Section 318(a) of the Code applies to determine
stock ownership. Stock underlying a vested option is
considered owned by the individual who holds the vested option
(and the stock underlying an unvested option is not considered
owned by the individual who holds the unvested option). For
purposes of the preceding sentence, however, if a vested
option is exercisable for stock that is not substantially
vested (as defined by §§1.83-3(b) and (j) of
the income tax regulations promulgated by the Internal Revenue
Service), the stock underlying the option is not treated as
owned by the individual who holds the option.
(f) “
Change of
Control Price ” means the highest per share price
for Shares offered in conjunction with any transaction
resulting in a Change of Control (as determined in good faith
by the Committee if any part of the offered price is payable
other than in cash) or, in the case of a Change of Control
occurring solely by reason of a change in the composition of
the Board, the highest Fair Market Value of the Shares on any
of the 30 trading days immediately preceding the date on which
a Change of Control occurs.
(g) “
Change of
Control Termination ” has the meaning set forth
in Section 13.2 hereof.
(h) “
Code
” means the Internal Revenue Code of 1986, as
amended.
(i)
“ Committee ”
means the Compensation Committee of the Board of Directors, or
any other duly authorized committee of the Board appointed by
the Board to administer the Plan. The Committee shall be
comprised of two or more directors, and each member of the
Committee shall be a Non-Employee Director, an “outside
director” within the meaning of the regulations under
Section 162(m) of the Code, and an “independent
director” for purposes of the rules and regulations of
the New York Stock Exchange (“NYSE”) (or such
other principal securities market on which the Shares are
traded).
(j)
“
Company ”
means St. Mary Land & Exploration Company, a
Delaware corporation, and any successor thereto as provided in
Article XVII hereof.
(k)
“ Covered Employee
” means an Employee who is, or who the Committee expects
to become, a “covered employee” within the meaning
of Section 162(m) of the Code.
(l)
“ Director ”
means any individual who is a member of the Board of Directors
of the Company.
(m)
“ Dividend
Equivalent ” means a right with respect to an
Award to receive cash, Shares or other property equal in value
and form to dividends declared by the Board and paid with
respect to outstanding Shares. Dividend Equivalents shall not
apply to Options or Stock Appreciation Rights, and shall not
apply to any other type of Award unless specifically provided
for in the Award Agreement, and if specifically provided for
in the Award Agreement shall be subject to such terms and
conditions set forth in the Award Agreement as the Committee
shall determine.
(n) “
Employee ”
means any employee of the Company or an Affiliate. Directors
who are not otherwise employed by the Company or an Affiliate
shall not be considered Employees under this
Plan.
(o) “
Exchange
Act ” means the Securities Exchange Act of 1934,
as amended.
(p) “
Fair Market
Value ” or “ FMV ” means
a value or price that is based on the opening, closing,
actual, high, low or average selling prices per Share on the
NYSE or other established stock exchange (or exchanges) on the
applicable date, the preceding trading day, the next
succeeding trading day, or an average of trading days, as
determined by the Committee in its discretion. Such
definition(s) of FMV may differ depending on whether FMV is in
reference to the grant, exercise, vesting, settlement or
payout of an Award. If Shares are not traded on an established
stock exchange, FMV shall be determined by the Committee based
on objective criteria.
(q) “
Fiscal
Year ” means the year commencing on
January 1 and ending on December 31, or such other
fiscal year period as approved by the Board.
(r) “
Freestanding
SAR ” means a SAR that is not a Tandem SAR, as
described in Article VIII herein.
(s) “
Grant
Price ” means the price against which the amount
payable is determined upon exercise of a SAR.
(t) “
Incentive
Stock Option ” or “ ISO ” means
an Option to purchase Shares granted under Article VII
herein and that is designated as an Incentive Stock Option and
is intended to meet the requirements of Section 422 of
the Code, or any successor provision.
(u) “
Non-Employee
Director ” means a Director who meets the
definition of a “Non-Employee Director” set forth
in Rule 16b-3(b)(3) under the Exchange Act, or any
successor definition adopted by the Securities and Exchange
Commission.
(v)
“ Nonqualified Stock
Option ” or “ NQSO ”
means an Option to purchase Shares granted under
Article VII herein, which is not intended to be an
Incentive Stock Option or which otherwise does not meet the
requirements for an ISO.
(w)
“ Option ”
means the conditional right to purchase Shares at a stated
Option Price for a specified period of time in the form of an
Incentive Stock Option or a Nonqualified Stock Option subject
to the terms of this Plan.
(x) “
Option
Price ” means the price at which a Share may be
purchased by a Participant pursuant to an Option, as
determined by the Committee.
(y) “
Participant
” means a participant holding an outstanding Award
granted under the Plan.
(z) “
Performance
Based Compensation ” means compensation under an
Award that is granted in order to provide remuneration solely
on account of the attainment of one or more Performance Goals
under circumstances that satisfy the requirements of
Section 162(m) of the Code.
(aa) “
Performance
Goal ” means a performance criterion selected by
the Committee for a particular Award for purposes of
Article XI based on one or more Performance
Measures.
(bb)
“ Performance
Measures ” mean measures as described in
Article XI, the attainment of one or more of which shall,
as determined by the Committee, determine the vesting,
monetization, or value of an Award to a Covered Employee that
is designated to qualify as Performance Based
Compensation.
(cc) “
Performance
Period ” means the period of time, which shall
not be shorter than 12 months, during which the assigned
performance criteria must be met in order to determine the
degree of payout and/or vesting with respect to an Award of
Performance Shares or Performance Units.
(dd) “
Performance
Share ” means an Award granted under
Article IX herein, denominated in Shares, the value of
which at the time it is payable is determined as a function of
the extent to which corresponding performance criteria have
been achieved.
(ee) “
Performance
Unit ” means an Award granted under
Article IX herein, denominated in units, which may be
valued by reference to a designated amount of property other
than Shares, the value of which at the time it is payable is
determined as a function of the extent to which corresponding
performance criteria have been achieved.
(ff) “
Plan
” means this 2006 Equity Incentive Compensation Plan, as
it may be amended from time to time.
(gg) “
Restricted
Stock ” means an Award under Article VI of
Shares that may be subject to certain restrictions and to a
risk of forfeiture as set forth in the Award
Agreement.
(hh)
“ Restricted Stock
Unit ” means an Award under Article VI that
is valued by reference to a Share, which value may be paid by
delivery of Shares or cash or a combination thereof upon
settlement of the Award, subject to the specific terms and
conditions of the Award as set forth in the Award
Agreement.
(ii) “
Securities
Act ” means the Securities Act of 1933, as
amended.
(jj) “
Shares ”
means shares of common stock of the Company, $0.01 par value
per share.
(kk) “
Stock
Appreciation Right ” or “ SAR ” means
the conditional right to receive the difference between the
FMV of a Share on the date of exercise over the Grant Price,
pursuant to the terms of Article VIII
herein.
(ll) “
Stock Based
Award ” means an equity based or equity related
Award granted pursuant to the terms of Article X
herein.
(mm)
“ Tandem SAR
” means a SAR that the Committee specifies pursuant to
Article VIII herein is granted in connection with a
related Option, the exercise of which SAR shall require
forfeiture of the right to purchase a Share under the related
Option (and when a Share is purchased under the Option, the
Tandem SAR shall similarly be cancelled), or a SAR that is
granted in tandem with an Option but the exercise of such
Option does not cancel the SAR, but rather results in the
exercise of the related SAR. Regardless of whether an Option
is granted coincident with a SAR, a SAR is not a Tandem SAR
unless so specified by the Committee at the time of
grant.
2.2
Construction.
Captions and titles contained herein are for
convenience of reference only and shall not affect the meaning
or interpretation of any provision of the Plan. Except when
otherwise indicated by the context, any definition of any term
herein in the singular also shall include the
plural.
ARTICLE III
ADMINISTRATION
3.1
General.
The Committee shall be responsible for
administering the Plan. The Committee may employ attorneys,
consultants, accountants, agents, and other individuals, any
of whom may be an Employee, and the Committee, the Company,
and the Company’s officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of
any such persons. All actions taken and all interpretations
and determinations made by the Committee shall be final,
conclusive, and binding upon the Participants, the Company,
and all other interested parties. No member of the Committee
shall be liable for any action or determination made in good
faith with respect to the Plan or any Award granted under the
Plan.
3.2
Authority of
the Committee. The Committee shall have
full and exclusive discretionary power to (i) interpret
the terms and the intent of the Plan, any Award and any Award
Agreement or other agreement ancillary to or in connection
with the Plan, (ii) determine eligibility for Awards and
select those who will become Participants in the Plan,
(iii) adopt such rules, regulations, and guidelines for
administering the Plan as the Committee may deem necessary or
proper, (iv) provide for conditions and assurances deemed
necessary or advisable to protect the interests of the Company
with respect to the Plan and (v) make all other
determinations necessary or advisable for the administration
of the Plan. Such authority shall include, but not be limited
to, selecting Award recipients, establishing all Award terms
and conditions and, subject to Article XIV, adopting
modifications, amendments or subplans to the Plan or any Award
Agreement. Subject to the terms and provisions of the Plan,
the Committee shall have complete discretion in determining
the nature, terms, conditions and amount of each Award. In
making such determinations, the Committee may take into
account the nature of services rendered by the recipient of
the Award, such person’s present and potential
contributions to the Company and such other factors as the
Committee in its discretion shall deem relevant.
3.3
Delegation.
The Committee may delegate to one or more of its
members any of the Committee’s administrative duties or
powers as it may deem advisable; provided, however, that any
such delegation shall not be inconsistent with the provisions
of Rule 16b-3 under the Exchange Act or
Section 162(m) of the Code as to actions to be taken by
the Committee in connection therewith.
ARTICLE IV
SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS
4.1
Total Number
of Shares Available for Awards. Subject to
adjustment as provided in Section 4.2 herein, the total
number of Shares hereby made available and reserved for
issuance to Participants pursuant to Awards granted under the
Plan shall be 3,500,000, plus any remaining Shares available
for issuance under the Predecessor Plans as set forth in
Section 1.4 (with such total number of Shares, including
such adjustment and remaining Shares, to be referred to as the
“Total Share Authorization”). Any Shares issued in
connection with an Option or SAR shall be counted against the
Total Share Authorization limit as one Share for every one
Share issued. Any shares issued in connection with an Award
other than an Option or SAR shall be counted against the Total
Share Authorization limit as two shares of every one share
issued. The maximum aggregate number of Shares that may be
issued through Nonqualified Stock Options shall be equal to
the Total Share Authorization. The maximum aggregate number of
Shares that may be issued through Incentive Stock Options
shall be 3,500,000.
Any
Awards that are not settled in Shares shall not be counted
against the Total Share Authorization limit. Any Shares
related to Awards (or after the Effective Date, awards granted
or issued under the Predecessor Plans) which
(i) terminate by expiration, forfeiture, cancellation or
otherwise without the issuance of such Shares, (ii) are
settled in cash either in lieu of Shares or otherwise, or
(iii) are exchanged with the Committee’s approval
for Awards not involving Shares, shall be available again for
issuance under the Plan. In addition, if the Option Price of
any Option granted under the Plan or the tax withholding
requirement with respect to any Award granted under the Plan
is satisfied by tendering Shares to the Company (by either
actual delivery or by attestation), or if a SAR is exercised,
only the number of Shares issued, net of the Shares tendered,
if any, will be deemed delivered for purposes of determining
the maximum number of Shares available for issuance under the
Plan; provided, however, that from and after May 21,
2008, Shares tendered as full or partial payment to the
Company of the Option Price upon exercise of Options granted
under this Plan, Shares reserved for issuance upon grant of
SARs, to the extent the number of reserved Shares exceeds the
number of Shares actually issued upon exercise of the SARs,
and Shares withheld by, or otherwise remitted to, the Company
to satisfy a Participant’s tax withholding obligations
with respect to any Award granted under this Plan, shall not
become available again for issuance under this Plan. The
maximum number of Shares available for issuance under the Plan
shall be reduced to reflect any dividends or Dividend
Equivalents that are reinvested into additional Shares under
this Plan or credited as additional Restricted Stock,
Restricted Stock Units, Performance Shares, Performance Units
or Stock Based Awards. The Shares available for issuance under
the Plan may be authorized and unissued Shares or treasury
Shares. Unless and until the Committee determines that an
Award to a Covered Employee shall not be designed to qualify
as Performance Based Compensation, the following limits
(“Award Limits”) shall apply to grants of Awards
to Covered Employees under the Plan:
(a)
Restricted
Stock/Restricted Units. The maximum
aggregate number of Shares that may be granted in the form of
Restricted Stock/Restricted Stock Units in any one Fiscal Year
to any one Participant shall be 100,000.
(b)
Options and
SARS. The maximum aggregate number of
Shares that may be granted in the form of Options or SARs in
any one Fiscal Year to any one Participant shall be
200,000.
(c)
Performance
Shares/Performance Units. The maximum
aggregate Award of Performance Shares or Performance Units
that a Participant may receive in any one Fiscal Year shall be
200,000 Shares, and the maximum value of Performance Units
that a Participant may receive with respect to Awards in any
one Fiscal Year shall be a value of $5,000,000 determined as
of the date of vesting or payout, as applicable.
(d)
Stock Based
Awards. The maximum aggregate grant with
respect to Stock Based Awards in any one Fiscal Year to any
one Participant shall be 200,000.
4.2
Adjustments
in Authorized Shares. In the event of any
corporate event or transaction (including, but not limited to,
a change in the Shares of the Company or the capitalization of
the Company) such as a merger, consolidation, reorganization,
recapitalization, separation, stock dividend, extraordinary or
special dividend, stock split, reverse stock split, split up,
spin off, other distribution of stock or property of the
Company, combination of securities, exchange of securities,
dividend in kind, or other like change in capital structure or
distribution (other than normal cash dividends) to the
stockholders of the Company, or any similar corporate event or
transaction, the Committee, in order to prevent dilution or
enlargement of Participants’ rights under the Plan,
shall make or provide for appropriate proportionate
substitutions or adjustments, as applicable, to the number and
kind of Shares that may be issued under the Plan, the number
and kind of Shares subject to outstanding Awards, the Option
Price or Grant Price applicable to outstanding Awards, the
application and computation of any Dividend Equivalents that
may be provided for in Award Agreements, the Award Limits, the
limit on issuing Awards other than Options granted with an
Option Price equal to at least the FMV of a Share on the date
of grant or Stock Appreciation Rights with a Grant Price equal
to at least the FMV of a Share on the date of grant, and any
other value determinations applicable to outstanding Awards or
to this Plan. Such adjustments shall be made automatically,
without the necessity of Committee action, on the customary
and appropriate arithmetical basis, in the case of any stock
split, including a stock split effected by means of a stock
dividend, and in the case of any other dividend paid in
Shares, and shall be made in the discretion of the Committee
with respect to other corporate events or transactions. The
Committee, in its sole discretion, may also make other
appropriate adjustments in the terms of any Awards under the
Plan to reflect, or related to, such changes or distributions
and may modify any other terms of outstanding Awards,
including modifications of performance criteria and changes in
the length of Performance Periods, as are equitably necessary
to prevent dilution or enlargement of Participant’s
rights under the Plan that otherwise would result from such
corporate event or transaction. The determination of the
Committee as to the foregoing adjustments, if any, shall be
conclusive and binding on Participants under the Plan. Subject
to the provisions of Article XIII and any applicable law
or regulatory requirement, without affecting the number of
Shares reserved or available hereunder, the Committee may
authorize the issuance, assumption, substitution or conversion
of Awards under this Plan in connection with any such
corporate event or transaction upon such terms and conditions
as it may deem appropriate. In addition, the Committee may
amend the Plan, or adopt supplements to the Plan, in such
manner as it deems appropriate to provide for such issuance,
assumption, substitution or conversion as provided in the
previous sentence.
ARTICLE V
ELIGIBILITY AND PARTICIPATION
5.1
Eligibility.
All Employees, consultants who are natural
persons, and members of the Board of the Company and of any
Affiliate of the Company shall be eligible to participate in
the Plan and be granted Awards under the Plan.
5.2
Actual
Participation. Subject to the provisions of
the Plan, the Committee may from time to time, in its sole
discretion, select from among persons eligible to participate
in the Plan those to whom Awards shall be granted under the
Plan, and shall determine in its discretion the nature, terms,
conditions, and amount of each Award.
ARTICLE VI
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
6.1
Grant of
Restricted Stock or Restricted Stock Units.
Subject to the terms and conditions of the Plan,
the Committee, at any time and from time to time, in its
discretion may grant Shares of Restricted Stock and/or
Restricted Stock Units to Participants in such amounts and
upon such terms as the Committee shall determine.
(a)
Restricted
Stock.
(i) Nature
of Restricted Stock.Restricted Stock may be issued for
services rendered with any or no additional purchase price as
shall be determined by the Committee in its discretion, and
may be subject to certain restrictions and to a risk of
forfeiture as set forth in the Award Agreement. A Participant
to whom Shares of Restricted Stock are issued shall have all
of the rights of ownership with respect to the Shares subject
to such Restricted Stock Award, including the right to vote
the same and receive any dividends paid thereon; subject,
however, to the terms, conditions and restrictions contained
in this Plan and in the applicable Award
Agreement.
(ii) Forfeiture
and Vesting.A Restricted Stock Award Agreement may provide for
forfeiture of the Restricted Stock upon termination of the
Participant’s employment or other relationship with the
Company or nonperformance of specified performance goals or
measures established by the Committee. A Restricted Stock
Award Agreement may also provide for (i) vesting periods
which require the passage of time and/or the occurrence of
events in order for the Restricted Stock to vest and become no
longer subject to forfeiture and (ii) holding periods
during which the Restricted Stock may not be sold or otherwise
transferred.
(iii) Certificates
and Settlement.Upon an Award of Restricted Stock, the Company
shall deliver to the Participant a certificate evidencing the
Shares subject to the Award, and such certificate shall be
imprinted with an appropriate legend referring to or setting
forth the applicable restrictions to which such Shares are
subject. After the Shares are no longer subject to such
restrictions, the Company shall, in accordance with the terms
and conditions of the Award Agreement and upon the request of
the Participant and the surrender by the Participant of the
original certificate, settle the completed Restricted Stock
Award by providing the Participant with a new certificate for
the Shares with such legend removed.
(b)
Restricted Stock Units.
(i) Nature
of Restricted Stock Units; Accounts.Each Restricted Stock Unit
awarded shall represent a right for one Share to be delivered
upon settlement of the Award, which right shall be subject to
a risk of forfeiture and cancellation and to the other terms
and conditions set forth in the Plan and the Award Agreement.
The Company shall establish and maintain a Participant account
to record Restricted Stock Units and transactions and events
affecting such units. Restricted Stock Units and other items
reflected in the account will represent only bookkeeping
entries by the Company to evidence unfunded obligations of the
Company.
(ii) Deferral
Period and Settlement Date.Restricted Stock Units (if not
previously cancelled or forfeited) shall be settled on the
date or dates set forth in the Award Agreement. In addition,
unless otherwise determined by the Committee, if the Committee
reasonably determines that any settlement of Restricted Stock
Units would result in payment of compensation to a Participant
which is not deductible by the Company under
Section 162(m) of the Code, such settlement shall be
deferred, subject to compliance with Section 409A of the
Code as referred to in Article XX herein, to the extent
necessary to avoid payment of such nondeductible compensation,
with such deferral continuing only until such date as
settlement can be effected without loss of deductibility by
the Company under Section 162(m) of the
Code.
(iii) Cancellation
and Vesting.A Restricted Stock Unit Award Agreement may
provide for cancellation of the Restricted Stock Units upon
termination of the Participant’s employment or other
relationship with the Company or nonperformance of specified
performance goals or measures established by the Committee. A
Restricted Stock Unit Award Agreement may also provide for
vesting periods which require the passage of time and/or the
occurrence of events in order for the Restricte
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