MYLAN INC.
AMENDED AND RESTATED 2003 LONG-TERM INCENTIVE PLAN
ARTICLE I
PURPOSE AND ADOPTION OF THE PLAN
1.01
Purpose. The purpose of the Mylan Inc. Amended and Restated
2003 Long-Term Incentive Plan (as the same may be amended from time
to time, the “Plan”) is to assist Mylan Inc., a
Pennsylvania corporation (previously known as Mylan Laboratories
Inc.) (the “Company”), and its Subsidiaries (as defined
below) in attracting and retaining highly competent key employees,
consultants, independent contractors and non-employee directors and
to act as an incentive in motivating selected key employees,
consultants, independent contractors and non-employee directors of
the Company and its Subsidiaries (as defined below) to achieve
long-term corporate objectives.
1.02 Adoption
and Term. The Plan was approved by the Board of Directors of
the Company (the “Board”) and became effective upon
such approval and upon approval by the shareholders of the Company
at the 2003 annual meeting of shareholders (the “Effective
Date”). The Plan was amended on December 2, 2004 and
again on April 3, 2006, and the Plan was amended and restated
on March 24, 2008 by the Board, subject to the approval by
shareholders of the Company at the 2008 annual meeting of
shareholders (the “Re-Approval Date”), and further
amended May 7, 2009. The Plan shall remain in effect until
terminated by action of the Board; provided, however , that
no Incentive Stock Option (as defined below) may be granted
hereunder after the tenth anniversary of the Effective Date and the
provisions of Articles VII and VIII with respect to the Performance
Goals (as defined below) applicable to performance-based awards to
“covered employees” under Section 162(m) of the Code
(as defined below) shall expire as of the fifth anniversary of the
Re-Approval Date unless such provisions are re-approved by the
shareholders before such date.
For the purposes
of this Plan, capitalized terms shall have the following
meanings:
2.01 Award
means any grant to a Participant of one or a combination of
Non-Qualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights described in Article VI, Restricted Shares
or Restricted Units described in Article VII, Performance
Awards described in Article VIII, other stock-based Awards
described in Article IX and short-term cash incentive Awards
described in Article X.
2.02 Award
Agreement means a written agreement between the Company and a
Participant or a written notice from the Company to a Participant
specifically setting forth the terms and conditions of an Award
granted under the Plan.
2.03 Award
Period means, with respect to an Award, the period of time set
forth in the Award Agreement during which specified target
performance goals must be achieved or other conditions set forth in
the Award Agreement must be satisfied.
2.04
Beneficiary means an individual, trust or estate who or which,
by a written designation of the Participant filed with the Company
or by operation of law, succeeds to the rights and obligations of
the Participant under the Plan and an Award Agreement upon the
Participant’s death.
2.05 Board
shall have the meaning given to such term in
Section 1.02.
2.06 Change in
Control means (a) The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of 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
(A) the then-outstanding shares of common stock of the Company
(the “Outstanding Company Common Stock”) or
(B) 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
Section 2.06(a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly
from the Company or any of its subsidiaries, (ii) any
acquisition by the Company or any of its subsidiaries,
(iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Affiliate,
(iv) any acquisition by a Person that is permitted to, and
actually does, report its beneficial ownership on Schedule 13G
(or any successor schedule); provided that, if such Person
subsequently becomes required to or does report its beneficial
ownership on Schedule 13D (or any successor schedule), then,
for purposes of this paragraph, such Person shall be deemed to have
first acquired, on the first date on which such Person becomes
required to or does so report, beneficial ownership of all of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities beneficially owned by it on such date or (v) any
acquisition pursuant to a transaction that complies with
Section 2.06 (c)(1), (c)(2) and (c)(3); or
(b) Individuals who, as of December 2, 2004, 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
December 2, 2004 whose election, or nomination for election by
the Company’s shareholders, was approved by a vote of at
least two-thirds of the directors then comprising the Incumbent
Board shall be considered as though such individual were a 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, statutory share exchange or consolidation or similar
corporate transaction involving the Company or any of its
subsidiaries, a sale or other disposition of all or substantially
all of the assets of the Company, or the acquisition of assets or
stock of another entity by the Company or any of its subsidiaries
(each, a “Business Combination”), in each case unless,
following such Business Combination, (1) the Outstanding
Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such Business Combination continue to
represent (either by remaining outstanding or being converted into
voting securities of the resulting or surviving entity or any
parent thereof) more than 50% of 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 that, 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), (2) no Person
(excluding 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 (3) individuals who
comprise the Incumbent Board immediately prior to such Business
Combination constitute at least a majority of the members of the
board of directors of the corporation resulting from such Business
Combination (including, without limitation, a corporation that, as
a result of such transaction, owns the Company or all or
substantially of the Company’s assets either directly or
through one or more subsidiaries); or (d) Approval by the
shareholders of the Company of a complete liquidation or
dissolution of the Company.
Notwithstanding
the above, that for each Award subject to Section 409A of the
Code, a Change in Control shall be deemed to have occurred under
this Plan with respect to such Award only if a change in the
ownership or effective control of the Company or a change in the
ownership of a substantial portion of the assets of the Company
shall also be deemed to have occurred under Section 409A of
the Code.
2.07 Code
means the Internal Revenue Code of 1986, as amended. References to
a section of the Code include that section and any comparable
section or sections of any future legislation that amends,
supplements or supersedes said section.
2.08
Committee means the Stock Option Committee of the Board or any
successor committee that performs a similar function.
2.09
Company shall have the meaning given to such term in
Section 1.01.
2
2.10 Common
Stock means Common Stock of the Company.
2.11 Date of
Grant means the date as of which the Committee grants an Award.
If the Committee contemplates an immediate grant to a Participant,
the Date of Grant shall be the date of the Committee’s
action. If the Committee contemplates a date on which the grant is
to be made other than the date of the Committee’s action, the
Date of Grant shall be the date so contemplated and set forth in or
determinable from the records of action of the Committee ;
provided, however , that the Date of Grant shall not precede
the date of the Committee’s action.
2.12 Effective
Date shall have the meaning given to such term in
Section 1.02.
2.13 Exchange
Act means the Securities Exchange Act of 1934, as
amended.
2.14 Exercise
Price shall have the meaning given to such term in
Section 6.01(b).
2.15 Fair
Market Value means a price that is based on the opening,
closing, actual, high, low, or average selling prices of a share of
Common Stock on the New York Stock Exchange (“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 of Fair Market Value shall be
specified in the Award Agreement and may differ depending on
whether Fair Market Value is in reference to the grant, exercise,
vesting, or settlement or payout of an Award. If shares of Common
Stock are not traded on an established stock exchange, Fair Market
Value shall be determined by the Committee in good
faith.
2.16 Incentive
Stock Option means a stock option within the meaning of
Section 422 of the Code.
2.17 Incumbent
Board shall have the meaning given to such term in
Section 2.06.
2.18
Merger means any merger, reorganization, consolidation, share
sale or exchange, transfer of assets or other transaction having
similar effect involving the Company.
2.19
Non-Qualified Stock Option means a stock option which is not an
Incentive Stock Option.
2.20
Options means all Non-Qualified Stock Options and Incentive
Stock Options granted at any time under the Plan.
2.21
Participant means a person designated to receive an Award under
the Plan in accordance with Section 5.01.
2.22
Performance Awards means Awards granted in accordance with
Article VIII.
2.23
Performance Goals” means any of the following: revenue,
economic value added (EVA), operating income, return on
stockholders’ equity, return on sales, stock price, earnings
per share, earnings before interest, taxes, depreciation and
amortization (EBITDA), cash flow, sales growth, margin improvement,
income before taxes (IBT), IBT margin, return on investment, return
on capital, return on assets, values of assets, market share,
market penetration goals, personnel performance goals, business
development goals (including without limitation regulatory
submissions, product launches and other business
development-related opportunities), regulatory compliance goals,
international business expansion goals, customer retention goals,
customer satisfaction goals, goals relating to acquisitions or
divestitures, gross or operating margins, operating efficiency,
working capital performance, earnings per share, growth in earnings
per share, expense targets and/or productivity targets or ratios.
Where applicable, the Performance Goals may be expressed in terms
of attaining a specified level of the particular criteria, and may
be applied to one or more of the Company, a subsidiary, or
affiliate, or a division of or strategic business unit of the
Company or may be applied to the performance of the Company
relative to a market index, a group of other companies or a
combination thereof, all as determined by the Committee.
The
3
Committee shall
have the authority to make equitable adjustments to Performance
Goals in recognition of unusual or non-recurring events affecting
the Company or any subsidiary or affiliate or the financial
statements of the Company or any subsidiary or affiliate, in
response to changes in applicable laws or regulations, or to
account for items of gain, loss or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence or
related to the disposal of a segment of a business or related to a
change in accounting principles.
2.24 Permanent
Disability means the Participant is permanently and totally
disabled within the meaning of Code
Section 22(e)(3).
2.25 Plan
shall have the meaning given to such term in
Section 1.01.
2.26
Restricted Shares means Common Stock subject to restrictions
imposed in connection with Awards granted under
Article VII.
2.27
Restricted Unit means units representing the right to receive
Common Stock in the future subject to restrictions imposed in
connection with Awards granted under Article VII.
2.28
Retirement means a Participant’s termination of
employment after the Participant has reached age 55 and accumulated
at least 10 years of continuous service with the Company;
provided, however, that the Committee, in its sole discretion, may
determine that a Participant has retired regardless of age and
service with the Company.
2.29 Stock
Appreciation Rights means Awards granted in accordance with
Article VI.
2.30
Subsidiary means a subsidiary of the Company within the meaning
of Section 424(f) of the Code.
ARTICLE III
ADMINISTRATION
3.01
Committee. The Plan shall be administered by the Committee. The
Committee shall have exclusive and final authority in each
determination, interpretation or other action affecting the Plan
and its Participants. The Committee shall have the sole
discretionary authority to interpret the Plan, to establish and
modify administrative rules for the Plan, to impose such conditions
and restrictions on Awards as it determines appropriate, and to
take such steps in connection with the Plan and Awards granted
hereunder as it may deem necessary or advisable. The Committee may,
subject to compliance with applicable legal requirements, with
respect to Participants who are not subject to Section 16(b) of the
Exchange Act or Section 162(m) of the Code, delegate such of its
powers and authority under the Plan as it deems appropriate to a
subcommittee or to designated officers or employees of the Company.
In addition, the Board may exercise any of the authority conferred
upon the Committee hereunder. In the event of any such delegation
of authority or exercise of authority by the Board, references in
the Plan to the Committee shall be deemed to refer to the delegate
of the Committee or the Board, as the case may be.
3.02
Indemnification. Each person who is or shall have been a member
of the Board, or a Committee appointed by the Board, or an officer
of the Company to whom authority was delegated in accordance with
the Plan shall be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him or her in connection
with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under the
Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company’s approval, or paid by
him or her in satisfaction of any judgment in any such action,
suit, or proceeding against him or her, provided he or she shall
give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it
on his or her own behalf ; provided, however , that the
foregoing indemnification shall not apply to any loss, cost,
liability, or expense that is a result of his or her own willful
misconduct. The foregoing right of indemnification shall not
be
4
exclusive of
any other rights of indemnification to which such persons may be
entitled under the Company’s Certificate of Incorporation or
Bylaws, conferred in a separate agreement with the Company, as a
matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.
4.01 Number of
Shares Issuable. The total number of shares of Common Stock
authorized to be issued under the Plan shall be an aggregate of
37,500,000 shares. No more than an aggregate of 8,000,000 shares of
Common Stock shall be issued under the Plan as Restricted Shares or
Restricted Stock Units under Article VII, Performance Awards
under Article VIII and other stock-based awards under
Article IX. The foregoing share limitations shall be subject
to adjustment in accordance with Section 11.08. The shares to
be offered under the Plan shall be authorized and unissued shares
of Common Stock, or issued shares of Common Stock which will have
been reacquired by the Company.
4.02 Shares
Subject to Terminated Awards. Shares of Common Stock covered by
any unexercised portions of terminated Options (including canceled
Options), Stock Appreciation Rights or Stock Units granted under
Article VI, terminated Restricted Units or shares of Common
Stock forfeited as provided in Article VII and shares of
Common Stock subject to any Award that are otherwise surrendered by
a Participant or terminated may be subject to new Awards under the
Plan. If any shares of Common Stock are withheld from those
otherwise issuable or are tendered to the Company, by attestation
or otherwise, in connection with the exercise of an Option, only
the net number of shares of Common Stock issued as a result of such
exercise shall be deemed delivered for purposes of determining the
maximum number of shares available for delivery under the
Plan.
5.01 Eligible
Participants. Participants in the Plan shall be such key
employees, consultants, independent contractors and non-employee
directors of the Company and its Subsidiaries as the Committee, in
its sole discretion, may designate from time to time. The
Committee’s designation of a Participant in any year shall
not require the Committee to designate such person to receive
Awards in any other year. The designation of a Participant to
receive an Award under one portion of the Plan does not require the
Committee to include such Participant under other portions of the
Plan. The Committee shall consider such factors as it deems
pertinent in selecting Participants and in determining the types
and amounts of their respective Awards. The Committee may grant
Awards from time to time on a discretionary basis and/or provide
for automatic Awards on a formula basis to a Participant or
designated group of Participants. Subject to adjustment in
accordance with Section 11.08 and subject to limits on
performance-based awards in Section 7.01, during any calendar
year no Participant shall be granted Awards in respect of more than
800,000 shares of Common Stock (whether through grants of Options,
Stock Appreciation Rights or other Awards of Common Stock or rights
with respect thereto); provided, however, that if it is the
Committee’s intention as of the Date of Grant of an Award, as
evidenced by the applicable Award Agreement, that such Award shall
be earned by the Participant over a period of more than one
calendar year, then for purposes of applying the foregoing per
calendar year limitation, the shares of Common Stock subject to
such Award shall be allocated, as determined by the Committee in
its discretion, to the first calendar year in which such shares
and/or cash may be earned (determined without regard to possible
acceleration of vesting as a result of a Change in Control or
pursuant to any provision of this Plan or an applicable Award
Agreement authorizing the Committee to accelerate the vesting of an
Award).
5
(a) Grant
of Options. The Committee may grant, to such Participants as
the Committee may select, Options entitling the Participants to
purchase shares of Common Stock from the Company in such numbers,
at such prices, and on such terms and subject to such conditions,
not inconsistent with the terms of the Plan, as may be established
by the Committee. The terms of any Option granted under the Plan
shall be set forth in an Award Agreement.
(b) Exercise Price of Options. The exercise price of
each share of Common Stock which may be purchased upon exercise of
any Option granted under the Plan (the “Exercise
Price”) shall be determined by the Committee; provided,
however , that, except in the case of any substituted Options
described in Section 11.08(c) (provided that the grant of a
substitute Option is made in a manner that will not result in the
substitute Option being subject to the requirements of
Section 409A of the Code), the Exercise Price shall in all
cases be equal to or greater than the Fair Market Value on the Date
of Grant. Except for adjustments pursuant to Section 11.08 or
any action approved by the shareholders of the Company, the
Exercise Price for any outstanding Option granted under the Plan
may not be decreased after the Date of Grant.
(c) Designation of Options. Except as otherwise
expressly provided in the Plan, the Committee may designate, at the
time of the grant of an Option, such Option as an Incentive Stock
Option or a Non-Qualified Stock Option; provided, however ,
that an Option may be designated as an Incentive Stock Option only
if the applicable Participant is an employee of the Company or a
Subsidiary on the Date of Grant.
(d) Special Incentive Stock Option Rules. No
Participant may be granted Incentive Stock Options under the Plan
(or any other plans of the Company and its Subsidiaries) that would
result in Incentive Stock Options to purchase shares of Common
Stock with an aggregate Fair Market Value (measured on the Date of
Grant) of more than $100,000 first becoming exercisable by such
Participant in any one calendar year. Notwithstanding any other
provision of the Plan to the contrary, no Incentive Stock Option
shall be granted to any person who, at the time the Option is
granted, owns stock (including stock owned by application of the
constructive ownership rules in Section 424(d) of the Code)
possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any Subsidiary, unless at the
time the Incentive Stock Option is granted the Exercise Price is at
least 110% of the Fair Market Value on the Date of Grant of the
Common Stock subject to the Incentive Stock Option and the
Incentive Stock Option by its terms is not exercisable for more
than five (5) years from the Date of Grant.
(e) Rights as a Stockholder. A Participant or a
transferee of an Option pursuant to Section 11.04 shall have no
rights as a stockholder with respect to the shares of Common Stock
covered by an Option until that Participant or transferee shall
have become the holder of record of any such shares, and no
adjustment shall be made with respect to any such shares of Common
Stock for dividends in cash or other property or distributions of
other rights on the Common Stock for which the record date is prior
to the date on which that Participant or transferee shall have
become the holder of record of any shares covered by such Option;
provided, however , that Participants are entitled to the
adjustments set forth in Section 11.08.
6.02 Stock
Appreciation Rights.
(a) Stock
Appreciation Right Awards. The Committee is authorized to grant
to any Participant one or more Stock Appreciation Rights. Such
Stock Appreciation Rights may be granted either independent of or
in tandem with Options granted to the same Participant. Stock
Appreciation Rights granted in tandem with Options may be granted
simultaneously with, or, in the case of Non-Qualified Stock
Options, subsequent to, the grant to such Participant of the
related Option; provided, however , that: (i) any
Option covering any share of Common Stock shall expire and not be
exercisable upon the exercise of any Stock Appreciation Right with
respect to the same share, (ii) any Stock Appreciation Right
covering any share of Common Stock shall expire and not be
exercisable upon the exercise of any related Option with respect to
the same
6
share, and
(iii) an Option and Stock Appreciation Right covering the same
share of Common Stock may not be exercised simultaneously. Upon
exercise of a Stock Appreciation Right with respect to a share of
Common Stock, the Participant shall be entitled to receive an
amount equal to the excess, if any, of (A) the Fair Market
Value of a share of Common Stock on the date of exercise over
(B) the Exercise Price of such Stock Appreciation Right
established in the Award Agreement, which amount shall be payable
as provided in Section 6.02(c).
(b) Exercise Price. The Exercise Price established
under any Stock Appreciation Right granted under this Plan shall be
determined by the Committee provided, however, that, except
in the case of any substituted Awards described in
Section 11.08(c) (provided that the grant of the substitute
Award is made in a manner that will not result in the substitute
Award being subject to the requirements of Section 409A of the
Code), the Exercise Price shall in all cases be equal to or greater
than the Fair Market Value on the Date of Grant; provided
further, however , that in the case of Stock Appreciation
Rights granted in tandem with Options the Exercise Price of the
Stock Appreciation Right shall not be less than the Exercise Price
of the related Option. Upon exercise of Stock Appreciation Rights,
the number of shares subject to exercise under any related Option
shall automatically be reduced by the number of shares of Common
Stock represented by the Option or portion thereof which are
surrendered as a result of the exercise of such Stock Appreciation
Rights.
(c) Payment of Incremental Value. Any payment which may
become due from the Company by reason of a Participant’s
exercise of a Stock Appreciation Right may be paid to the
Participant as determined by the Committee (i) all in cash,
(ii) all in Common Stock, or (iii) in any combination of
cash and Common Stock. In the event that all or a portion of the
payment is made in Common Stock, the number of shares of Common
Stock delivered in satisfaction of such payment shall be determined
by dividing the amount of such payment or portion thereof by the
Fair Market Value on the Exercise Date. No fractional share of
Common Stock shall be issued to make any payment in respect of
Stock Appreciation Rights; if any fractional share would be
issuable, the combination of cash and Common Stock payable to the
Participant shall be adjusted as directed by the Committee to avoid
the issuance of any fractional share.
6.03 Terms of
Stock Options and Stock Appreciation Rights
(a) Conditions on Exercise. An Award Agreement with
respect to Options and Stock Appreciation Rights may contain such
waiting periods, exercise dates and restrictions on exercise
(including, but not limited to, periodic installments) as may be
determined by the Committee at the time of grant.
(b) Duration of Options and Stock Appreciation Rights.
Options and Stock Appreciation Rights shall terminate after the
first to occur of the following events:
(i) Expiration
of the Option and Stock Appreciation Rights as provided in the
related Award Agreement; or
(ii) Termination
of the Award as provided in Section 6.03(e) following the
Participant’s Termination of Employment; or
(iii) Ten
years from the Date of Grant.
(c) Acceleration of Exercise Time. The Committee, in
its sole discretion, shall have the right (but shall not in any
case be obligated), exercisable at any time after the Date of
Grant, to permit the exercise of any Option and Stock Appreciation
Rights prior to the time such Option and Stock Appreciation Rights
would otherwise become exercisable under the terms of the related
Award Agreement.
(d) Extension of Exercise Time. In addition to the
extensions permitted under Section 6.03(e) in the event of
Termination of Employment, the Committee, in its sole discretion,
shall have the right (but shall not in any case be obligated),
exercisable on or at any time after the Date of Grant, to permit
the exercise of any Option or Stock Appreciation Right after its
expiration date described in Section 6.03(e), subject,
however, to the limitations described in Sections 6.03(b)(i)
and (iii).
7
(e) Exercise of Options and Stock Appreciation Rights Upon
Termination of Services.
(i) Death. If a Participant who is an employee of the
Corporation or its subsidiaries shall die (A) while an
employee of the Company or its Subsidiaries or (B) within two
(2) years after termination of the Participant’s
employment with the Company or its Subsidiaries because of the
Participant’s Permanent Disability, any Option and Stock
Appreciation Right then held by the Participant, regardless of
whether it was otherwise exercisable on the date of death, may be
exercised by the person or persons to whom the Participant’s
rights under the Option and Stock Appreciation Right pass by will
or applicable law or if no person has the right, by the
Participant’s executors or administrators, at any time or
from time to time, during the balance of the exercise period as set
forth in Section 6.03(b)(iii).
(ii) Permanent Disability. If a Participant’s
employment by the Company or its Subsidiaries shall terminate
because of Permanent Disability, the Participant may exercise any
Option and Stock Appreciation Right then held by the Participant,
regardless of whether it was otherwise exercisable on the date of
such termination of employment, at any time, or from time to time,
within two (2) years of the date of the termination of employment,
but in no event later than the expiration date specified in
Section 6.03(b)(iii).
(iii) Retirement. If a Participant’s employment
by the Company or its Subsidiaries shall terminate because of
Retirement, any Option and Stock Appreciation Right then held by
the Participant, regardless of whether it was otherwise exercisable
on the date of Retirement, may be exercised by the Participant at
any time, or from time to time, during the balance of the exercise
period as set forth in Section 6.03(b)(iii). If such a
Participant dies after Retirement but before such
Participant’s Options have either been exercised or otherwise
expired, such Options may be exercised by the person
|
