THE
AMENDED AND RESTATED INCENTIVE AWARD PLAN
OF
TANGER
FACTORY OUTLET CENTERS, INC. AND
TANGER
PROPERTIES LIMITED PARTNERSHIP
Tanger Factory
Outlet Centers, Inc., a corporation organized under the laws of the
state of North Carolina (the “Company”), adopted the
Stock Option Plan for Directors and Executive and Key Employees of
Tanger Factory Outlet Centers, Inc., (the “Plan”) on
May 28, 1993. The Plan has subsequently been amended
from time to time. Tanger Properties Limited
Partnership, a partnership organized under the laws of the state of
North Carolina (the “Partnership”) adopted the
Partnership Unit Option Plan for Employees of Tanger Properties
Limited Partnership (the “Unit Option Plan”) on May 28,
1993, which plan has also subsequently been amended from time to
time. In order to conform the Plan document to such
amendments, to further amend the Plan in certain respects, and to
merge the Unit Option Plan into the Plan, the Plan was amended,
restated and renamed and adopted by the Company and the
Partnership, effective as of May 14, 2004. Such Amended
and Restated Incentive Award Plan of Tanger Factory Outlet Centers,
Inc. and Tanger Properties Limited Partnership constituted a
complete amendment and restatement of the Plan in its entirety and
a continuation of the Plan. The Plan also serves as the
successor to the Unit Option Plan and no further options have been
granted under the Unit Option Plan since May 14,
2004. All options outstanding under the Unit Option Plan
on May 14, 2004 have been and, to the extent applicable, shall
continue to be treated as outstanding options under the
Plan. However, each outstanding option so incorporated
has been and a shall hereafter continue to be governed solely by
the terms of the documents evidencing such option, and no provision
of the Plan has been or shall be deemed to affect or otherwise
modify the rights or obligations of the holders of such
incorporated options with respect to their acquisition of Units or
Common Shares. In order to amend the Plan in certain
respects in light of Section 409A of the Code and Department of
Treasury regulations and other interpretive guidance issued
thereunder, including, without limitation, any such regulations or
other guidance that may be issued after the effective date of this
amendment and restatement of the Plan (collectively, “
Section 409A ”) the Plan is now amended and restated
by the Company and the Partnership, effective as of December 29,
2008.
The purposes of
this Plan are as follows:
(1)To further
the growth, development and financial success of the Company and
the Partnership by providing additional incentives to directors and
employees of the Company, the Partnership and their subsidiaries,
who have been or will be given responsibility for the management or
administration of the Company’s business affairs, by
assisting them to become owners of the Company’s Common
Shares and thus to benefit directly from such growth, development
and financial success.
(2)To enable
the Company, the Partnership and their subsidiaries to obtain and
retain the services of the types of professional, technical and
managerial employees and directors considered essential to the long
range success of the Company by providing and offering them an
opportunity to own Common Shares and/or rights which will reflect
the growth, development and financial success of the
Company.
This Plan is
intended to comply with all applicable law, including the
requirements of Section 409A and shall be operated and interpreted
in accordance with this intention. This Plan has been
operated in reasonable good faith compliance with Section 409A
(within the meaning of Internal Revenue Service Notices 2005-1,
2006-79 and 2007-86) during the period beginning on January 1, 2005
and ending on the effective date of this amendment and restatement
of the Plan.
ARTICLE I.
DEFINITIONS
Wherever the
following terms are used in this Plan they shall have the meanings
specified below, unless the context clearly indicates
otherwise. The masculine pronoun shall include the
feminine and neuter and the singular shall include the plural,
where the context so indicates.
“Administrator” shall mean the
entity that conducts the general administration of the Plan as
provided herein. With reference to the administration of
the Plan with respect to Awards granted to Independent Directors,
the term “Administrator” shall refer to the
Board. With reference to the administration of the Plan
with respect to any other Award, the term
“Administrator” shall refer to the Committee unless the
Board has assumed the authority for administration of the Plan
generally as provided in Section 9.2.
“Award” shall mean an Option, a
Restricted Share award, a Performance Award, a Deferred Share award
or a Share Payment award which may be awarded or granted under the
Plan (collectively, “Awards”).
“Award
Agreement” shall mean a written agreement executed by an
authorized officer of the Company, the Partnership or a Subsidiary,
as applicable, and the Holder which shall contain such terms and
conditions with respect to an Award as the Administrator shall
determine, consistent with the Plan.
“Award
Limit” shall mean (a) with respect to Options, 180,000 Common
Shares; (b) with respect to Performance Awards, $1,000,000;
and (c) with respect to all other Awards, 60,000 Common Shares, in
each case as adjusted pursuant to Section 10.3.
“Board” shall mean the Board of
Directors of the Company.
“Change
in Control” shall mean:
(a) The acquisition by
any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (i)
the then outstanding Common Shares (the “Outstanding Common
Shares”) or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for
purposes of this subsection (a), the following acquisitions shall
not constitute a Change in Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (c) of this Section 1.6;
or
(b) Individuals who,
as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or
(c) Consummation of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another corporation (a
“Business Combination”), in each case, unless,
following such Business Combination, (i) all or substantially all
of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Common Shares and Outstanding
Company Voting Securities immediately prior to such Business
Combination beneficially own,
directly or
indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Common Shares
and Outstanding Company Voting Securities, as the case may be, (ii)
no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more
of, respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of
the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination;
or
(d) Approval by the
shareholders of the Company of a complete liquidation or
dissolution of the Company.
For purposes of
this Plan, the Partnership Units shall be treated as, and
aggregated with, the Common Shares and/or the Outstanding Company
Voting Securities to the extent such Partnership Units are
convertible into Common Shares or voting securities,
respectively.
“Code” shall mean the Internal
Revenue Code of 1986, as amended.
“Committee” shall mean the Share and
Unit Option Committee of the Board, appointed as provided in
Section 9.1.
“Common Shares” shall mean the
common shares of the Company, par value $0.01 per share.
“Company” shall mean Tanger Factory
Outlet Centers, Inc., a North Carolina corporation.
“Company
Employee” shall mean any employee (as defined in accordance
with Section 3401(c) of the Code) of the Company or of any Company
Subsidiary.
“Company
Subsidiary” shall mean (i) a corporation, association or
other business entity of which 50% or more of the total combined
voting power of all classes of capital stock is owned, directly or
indirectly, by the Company or by one or more Company Subsidiaries
or by the Company and one or more Company Subsidiaries, (ii) any
partnership or limited liability company of which 50% or more of
the capital and profits interests is owned, directly or indirectly,
by the Company or by one or more Company Subsidiaries or by the
Company and one or more Company Subsidiaries, and (iii) any other
entity not described in clauses (i) or (ii) above of which 50% or
more of the ownership and the power, pursuant to a written contract
or agreement, to direct the policies and management or the
financial and other affairs thereof, are owned or controlled by the
Company or by one or more other Company Subsidiaries or by the
Company and one or more Company Subsidiaries; provided ,
however , that “Company Subsidiary” shall not
include the Partnership or any Partnership Subsidiary.
“Deferred
Shares” shall mean Common Shares awarded under Article VIII
of the Plan.
“Director” shall mean a member of
the Board.
“Employee” shall mean any Company
Employee or Partnership Employee.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended.
“Fair
Market Value” of a Common Share as of a given date shall be
(i) the closing price of the Common Shares, on the principal
exchange on which Common Shares are trading, on the trading day
previous to such date, or, if Common Shares were not traded on the
day previous to such date, then on the next preceding trading day
during which a sale occurred; (ii) if such Common Shares are not
traded on an exchange but are quoted on Nasdaq or a successor
quotation system, (A) the last sales price (if the Common Shares
are then listed as Global Market Issue under the Nasdaq Global
Market System) or (B) the mean between the closing representative
bid and asked prices for the Common Shares on the trading day
previous to such date as reported by Nasdaq or such successor
quotation system; or (iii) if such Common Shares are not publicly
traded on an exchange and not quoted on Nasdaq or a successor
quotation system, the fair market value of a Common Share as
established by the Administrator acting in good faith.
“Holder” shall mean a person who has
been granted or awarded an Award.
“Incentive Share Option” shall mean
an option which conforms to the applicable provisions of Section
422 of the Code and which is designated as an Incentive Share
Option by the Administrator.
“Independent Director” shall mean a
member of the Board who is not an Employee.
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Section
1.21
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Non-Qualified
Share Option
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“Non-Qualified Share Option” shall
mean an Option which is not designated as an Incentive Share Option
by the Administrator.
“Option” shall mean an option to
purchase Common Shares granted under Article IV of this
Plan. An Option granted under this Plan shall, as
determined by the Administrator, be either a Non-Qualified Share
Option or an Incentive Share Option; provided, however, that
Options granted to Independent Directors and to individuals other
than Company Employees shall be Non-Qualified Share
Options.
“Partnership” shall mean Tanger
Properties Limited Partnership, a partnership organized under the
laws of the state of North Carolina.
“Partnership Agreement” shall mean
the Amended and Restated Agreement of Limited Partnership of Tanger
Properties Limited Partnership, dated as of December 30, 1999, as
the same may be amended, modified or restated from time to
time.
“Partnership Employee” shall mean
any employee (as defined in accordance with Section 3401(c) of the
Code) of the Partnership or of any Partnership
Subsidiary.
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Partnership
Holder Purchased Shares
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“Partnership Holder Purchased
Shares” shall have the meaning set forth in Section
6.4.
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Partnership
Purchase Price
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“Partnership Purchase Price” shall
have the meaning set forth in Section 6.4.
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Partnership
Purchased Shares
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“Partnership Purchased Shares” shall
have the meaning set forth in Section 6.4.
“Partnership Subsidiary” shall mean
(i) a corporation, association or other business entity of which
50% or more of the total combined voting power of all classes of
capital stock is owned, directly or indirectly, by the Partnership
or by one or more Partnership Subsidiaries or by the Partnership
and one or more Partnership Subsidiaries, (ii) any partnership or
limited liability company of which 50% or more of the capital and
profits interests is owned, directly or indirectly, by the
Partnership or by one or more Partnership Subsidiaries or by the
Partnership and one or more Partnership Subsidiaries, and (iii) any
other entity not described in clauses (i) or (ii) above of which
50% or more of the ownership and the power, pursuant to a written
contract or agreement, to direct the policies and management or the
financial and other affairs thereof, are owned or controlled by the
Partnership or by one or more other Partnership Subsidiaries or by
the Partnership and one or more Partnership
Subsidiaries.
“Partnership Unit” shall have the
meaning ascribed to such term in the Partnership Agreement and may
be referred to herein as a “Unit”.
“Performance Award” shall mean a
cash bonus, share bonus or other performance or incentive award
that is paid in cash, Common Shares or a combination of both,
awarded under Article VIII of this Plan.
“Performance Criteria” shall mean
(a) the following business criteria with respect to the Company,
the Partnership or any Subsidiary or any division or operating unit
of either of them: (i) net income; (ii) pre-tax income; (iii)
operating income; (iv) cash flow; (v) earnings per share; (vi)
return on equity; (vii) return on invested capital or assets;
(viii) cost reductions or savings; (ix) funds from operations; (x)
appreciation in the Fair Market Value of a Common Share;
(xi) total return performance on Common Shares as reported in
the Company’s annual proxy statement; (l) operating profit;
(m) working capital; and (n) earnings before any one or more of the
following items: interest, taxes, depreciation or
amortization;
provided, that
each of the business criteria described in subsections (a) through
(n) shall be determined in accordance with generally accepted
accounting principles (“GAAP”); and (b) the following
objective performance criteria as applied to any Employee: (i)
lease renewals; (ii) occupancy rates; (iii) average
tenant sales per square foot; and (iv) rental
rates. For each fiscal year of the Company, the
Committee may provide for objectively determinable adjustments, as
determined in accordance with GAAP, to any of the business criteria
described in subsections (a) and (b) for one or more of the items
of gain, loss, profit or expense: (A) determined to be
extraordinary or unusual in nature or infrequent in occurrence; (B)
related to the disposal of a segment of a business; (C) related to
a change in accounting principles under GAAP; (D) related to
discontinued operations that do not qualify as a segment of a
business under GAAP; (E) attributable to the business
operations of any entity acquired by the Company or the Partnership
during the fiscal year and (F) reflecting adjustments to funds from
operations with respect to straight-line rental income as reported
in the Company’s Exchange Act reports.
“Plan” shall mean The Amended and
Restated Incentive Award Plan of Tanger Factory Outlet Centers,
Inc. and Tanger Properties Limited Partnership.
“REIT” shall mean a real estate
investment trust within the meaning of Sections 856 through 860 of
the Code.
“Restricted Share” shall mean a
Common Share awarded under Article VII.
“Rule
16b-3” shall mean that certain Rule 16b-3 under the Exchange
Act, as such Rule may be amended from time to time.
“Secretary” shall mean the Secretary
of the Company.
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Section 162(m)
Participant
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“Section
162(m) Participant” shall mean any Employee designated by the
Administrator as an individual whose compensation for the fiscal
year of such designation or a future fiscal year may be subject to
the limit on deductible compensation imposed by Section 162(m) of
the Code.
“Section
409A” shall have the meaning set forth in the
preamble.
“Share
Payment” shall mean (a) a payment in the form of Common
Shares, or (b) an option or other right to purchase Common Shares,
as part of a deferred compensation arrangement, made in lieu of all
or any portion of the compensation, including without limitation,
salary, bonuses and commissions, that would otherwise become
payable to an Employee or Independent Director in cash, awarded
under Article VIII of the Plan.
“Subsidiary” shall mean any Company
Subsidiary or Partnership Subsidiary.
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Termination of
Directorship
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“Termination of Directorship” shall
mean the time when a Holder who is an Independent Director ceases
to be a Director for any reason, including, but not by way of
limitation, a termination by resignation, failure to be elected,
death or retirement; provided, that, in any such case, such
termination constitutes a “separation from service”
within the meaning of Section 1.409A-1(h) of the Department of
Treasury Regulations. The Board, in its sole discretion,
shall determine the effect of all matters and questions relating to
Termination of Directorship with respect to Independent
Directors.
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Termination of
Employment
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“Termination of Employment” shall
mean the time when the employee-employer relationship between a
Holder and the Company, the Partnership or any Subsidiary of either
of them is terminated for any reason, with or without cause,
including, but not by way of limitation, a termination by
resignation, discharge, death, disability or retirement; provided,
that, in any such case, such termination constitutes a
“separation from service” within the meaning of Section
1.409A-1(h) of the Department of Treasury Regulations; but
excluding (i) a termination where there is a simultaneous
reemployment or continuing employment of such Holder by the
Company, the Partnership or any Subsidiary of either of them, (ii)
at the discretion of the Administrator, a termination which results
in a temporary severance of the employee-employer relationship, and
(iii) at the discretion of the Administrator, a termination which
is followed by the simultaneous establishment of a consulting
relationship by the Company, the Partnership or any Subsidiary of
either of them with the former employee. The
Administrator, in its sole discretion, shall determine the effect
of all matters and questions relating to Termination of Employment,
including, but not by way of limitation, the question of whether a
Termination of Employment resulted from a discharge for good cause,
and all questions of whether a particular leave of absence
constitutes a Termination of Employment; provided, however, that,
unless otherwise determined by the Administrator in its discretion,
a leave of absence, change in status from an Employee to an
independent contractor or other change in the employee-employer
relationship shall constitute a Termination of Employment if, and
to the extent that, such leave of absence, change in status or
other change interrupts employment for the purposes of Section
422(a)(2) of the Code and the then applicable regulations and
revenue rulings under said Section.
ARTICLE II.
SHARES SUBJECT TO
PLAN
(a) Subject to Section
2.2 and adjustment pursuant to Section 10.3, the aggregate number
of Common Shares (or Units) which may be issued with respect to
Awards under the Plan shall not exceed 3,000,000. Such
limitation shall be reduced by one for each Unit issued pursuant to
the exercise of options granted under the Unit Option
Plan. The Common Shares issuable with respect to Awards
may be either previously authorized but unissued shares or treasury
shares.
(b) The maximum number
of Common Shares which may be subject to Awards granted under the
Plan to any individual in any calendar year shall not exceed the
Award Limit. To the extent required by Section 162(m) of
the Code, shares subject to Options which are canceled continue to
be counted against the Award Limit.
Notwithstanding
Section 2.1(a): (i) the Administrator may adopt reasonable counting
procedures to ensure appropriate counting, avoid double counting
(as, for example, in the case of tandem or substitute awards), and
make adjustments if the number of Common Shares actually delivered
differs from the number of shares previously counted in connection
with an Award; (ii) Common Shares that are potentially
deliverable under any Award that expires or is canceled, forfeited,
settled in cash or otherwise terminated without a delivery of such
shares to the Holder will not be counted as delivered under the
Plan; (iii) Common Shares that have been issued in connection with
any Award (e.g., Restricted Shares) that is canceled, forfeited, or
settled in cash such that those shares are returned to the Company
will again be available for Awards; and (iv) Common Shares
withheld in payment of the
exercise price
or taxes relating to any Award and shares equal to the number
surrendered in payment of any exercise price or taxes relating to
any Award shall be deemed to constitute shares not delivered to the
Holder and shall be deemed to be available for Awards under the
Plan; provided, however, that, no shares shall become
available pursuant to this Section 2.2 to the extent that (x) the
transaction resulting in the return of shares occurs more than ten
years after the date of the most recent shareholder approval of the
Plan, or (y) such return of shares would constitute a
“material revision” of the Plan subject to shareholder
approval under then applicable rules of the New York Stock Exchange
(or any other applicable exchange or quotation
system). In addition, in the case of any Award granted
in substitution for an award of a company or business acquired by
the Company, the Partnership or any Subsidiary, Common Shares
issued or issuable in connection with such substitute Award shall
not be counted against the number of shares reserved under the
Plan, but shall be available under the Plan by virtue of the
Company’s assumption of the plan or arrangement of the
acquired company or business. This Section 2.2
shall apply to the share limit imposed to conform to the
regulations promulgated under the Code with respect to Incentive
Share Options only to the extent consistent with applicable
regulations relating to Incentive Share Options under the
Code. Because shares will count against the number
reserved in Section 2.1 upon delivery, the Administrator may,
subject to the share counting rules under this Section 2.2,
determine that Awards may be outstanding that relate to a greater
number of shares than the aggregate remaining available under the
Plan, so long as Awards will not result in delivery and vesting of
shares in excess of the number then available under the
Plan. For purposes of this Section 2.2, Units under
options granted under the Unit Option Plan will be treated as, and
aggregated with, Common Shares.
ARTICLE III.
GRANTING OF AWARDS
Each
Award shall be evidenced by an Award Agreement. Award
Agreements evidencing Awards intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C)
of the Code shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of
the Code.
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Section
3.2
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Provisions
Applicable to Section 162(m) Participants
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(a) The Committee, in
its discretion, may determine whether or not an Award is to qualify
as performance-based compensation as described in Section
162(m)(4)(C) of the Code.
(b) Notwithstanding
anything in the Plan to the contrary, the Committee may, in its
sole discretion, grant any Award to a Section 162(m) Participant,
including Restricted Shares the restrictions with respect to which
lapse upon the attainment of performance goals which are related to
one or more of the Performance Criteria, and any performance or
incentive award described in Article VIII that vests or becomes
exercisable or payable upon the attainment of performance goals
which are related to one or more of the Performance
Criteria.
(c) To the extent
necessary to comply with the performance-based compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to
any Award granted under Articles VII or VIII to a Section 162(m)
Participant which is intended by the Committee to qualify as
performance-based compensation, no later than ninety (90) days
following the commencement of any fiscal year in question or any
other designated fiscal period or period of service (or such other
time as may be required or permitted by Section 162(m) of the
Code), the Committee shall, in writing, (i) designate one or
more Section 162(m) Participants, (ii) select the Performance
Criteria applicable to the fiscal year or other designated fiscal
period or period of service, (iii) establish the various
performance targets, in terms of an objective formula or standard,
and amounts of such Awards, as applicable, which may be earned for
such fiscal year or other designated fiscal period or period of
service, and (iv) specify the relationship between Performance
Criteria and the performance targets and the amounts of such
Awards, as applicable, to be earned by each Section 162(m)
Participant for such fiscal year or other designated fiscal period
or period of service. Following the completion of each
fiscal year or other designated fiscal period or period of service,
the Committee shall certify in writing whether the applicable
performance targets have been achieved for such fiscal year or
other designated fiscal period or period of
service. Except as otherwise provided by any written
agreement between the Company and any applicable Holder, in
determining the amount earned by a Section 162(m) Participant, the
Committee shall have the right to reduce (but not to increase) the
amount payable at a given level of performance to take into account
additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the fiscal
year or other designated fiscal period or period of
service.
(d) Furthermore,
notwithstanding any other provision of the Plan, any Award which is
granted to a Section 162(m) Participant and which is intended to
qualify as performance-based compensation as described in
Section 162(m)(4)(C) of the Code shall be subject to any
additional limitations set forth in Section 162(m) of the Code
(including any amendment to Section 162(m) of the Code) or any
regulations or rulings issued thereunder that are requirements for
qualification as performance-based compensation as described in
Section 162(m)(4)(C) of the Code, and the Plan shall be deemed
amended to the extent necessary to conform to such
requirements.
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Section
3.3
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Limitations
Applicable to Section 16 Persons
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Notwithstanding
any other provision of the Plan, the Plan and any Award granted or
awarded to any individual who is then subject to Section 16 of the
Exchange Act, shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the
Plan and Awards granted or awarded hereunder shall be deemed
amended to the extent necessary to conform to such applicable
exemptive rule.
In
consideration of an Award under the Plan, the Holder shall agree,
in the written Award Agreement, to remain in the employ of (or to
serve as a Director of, as applicable) the Company, the Partnership
or a Subsidiary for a period of one year from the date of Award
grant (or, in the case of a Director, until the next annual meeting
of shareholders of the Company), or such shorter period as may be
fixed by the Administrator in the Award Agreement or by action of
the Administrator following grant of the Award.
Nothing in the
Plan or in any Award Agreement hereunder shall confer upon any
Holder any right to continue in the employ of the Company, the
Partnership or any Subsidiary, or as a Director of the Company, or
shall interfere with or restrict in any way the rights of the
Company, the Partnership or any Subsidiary, which are hereby
expressly reserved, to discharge any Holder at any time for any
reason whatsoever, with or without cause, except to the extent
expressly provided otherwise in a written employment agreement
between the Holder and the Company, the Partnership or any
Subsidiary.
ARTICLE IV.
GRANTING OF
OPTIONS
Any Employee
selected by the Committee pursuant to Section 4.3(a)(i) shall be
eligible to be granted an Option. Any Independent
Director selected by the Board pursuant to Section 4.3(b)(i) shall
be eligible to be granted an Option.
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Section
4.2
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Qualification
of Incentive Share Options
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No Incentive
Share Option shall be granted to any person who is not a Company
Employee.
(a) The Committee
shall from time to time, in its sole discretion, and subject to
applicable limitations of this Plan:
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Select from
among the Employees (including Employees who have previously
received Awards) such of them as in its opinion should be granted
Options;
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