Exhibit (10)(xx)
AMERICAN BANCSHARES,
INC.
1999 STOCK OPTION AND EQUITY
INCENTIVE PLAN
as amended on October 19,
2006
ARTICLE I
The Plan
1.1 Establishment of the Plan
. American Bancshares, Inc., a Florida corporation (the
“Company”), hereby establishes the “American
Bancshares, Inc. 1999 Stock Option and Equity Incentive Plan”
(hereinafter referred to as the “Plan”). The Plan
permits the grant of incentives in the form of Nonqualified Stock
Options, Incentive Stock Options, Reload Options, Stock
Appreciation Rights, Restricted Stock, or Unrestricted Stock
Awards, and any combination thereof. Unless otherwise defined, all
capitalized terms have the meaning ascribed to them in Article
II.
1.2 Purpose . The purpose of
the Plan is to advance the interests of the Company and its
shareholders by offering officers, employees, and directors
incentives that will promote the identification of their personal
interests with the long-term financial success of the Company and
with growth in shareholder value. The Plan is designed to
strengthen the Company’s ability to recruit, attract, and
retain, highly qualified managers, consultants, and staff, and
qualified and knowledgeable independent directors capable of
furthering the future success of the Company by encouraging the
ownership of Shares by such employees and directors and to
strengthen the mutuality of interest between employees and
directors, on one hand, and the Company’s shareholders, on
the other hand. The equity investments granted under the Plan are
expected to provide employees with an incentive for productivity
and to provide both employees and directors with an opportunity to
share in the growth and value of the Company.
ARTICLE II
Definitions
As used in this Plan, unless the
context otherwise requires, the following capitalized terms are
defined as follows:
2.1 “Award” shall mean
any award under this Plan of any Stock Option, Reload Options,
SARs, Restricted Stock, or Unrestricted Stock Awards. Each separate
grant of a Stock Option, Reload Option, an SAR, Restricted Stock,
or an Unrestricted Stock Award to an Employee or a Director, and
each group of Stock Options, Reload Options, SARs, Restricted
Stock, or an Unrestricted Stock Award which mature on a separate
date is treated as a separate Award.
2.2 “Award Agreement”
means the written agreement between the Company and a Participant
implementing the grant of, and evidencing and reflecting the terms
of, an Award.
2.3 “Board” or
“Board of Directors” means the Board of Directors of
the Company, as constituted from time to time.
2.4 “Cause” means a
determination by the Board of Directors that a Participant has:
(a) engaged in any type of disloyalty to the Company,
including without limitation fraud, embezzlement, theft, or
dishonesty in the course of his or her employment or service, or
has otherwise breached a duty owed to the Company, (b) been
convicted of a misdemeanor involving moral turpitude or a felony,
(c) pled nolo contendere to a felony, (d) disclosed trade
secrets or confidential information of the Company to unauthorized
parties, except as may be required by law, or (e) materially
breach any material agreement with the Company, unless such
agreement was materially breached first by the Company.
2.5 “Change of Control”
shall have the meaning set forth in Section 9.2 of this
Plan.
2.6 “Code” means the
Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder. Reference to any provision of the Code or
rule or regulation thereunder shall be deemed to include any
amended or successor provision, rule, or regulation.
2.7 “Committee” means
the committee appointed by the Board in accordance with
Section 3.1 of the Plan, if one is appointed, to administer
this Plan. If no such committee has been appointed, the term
Committee shall refer to the Board of Directors.
2.8 “Common Shares” or
Shares” means the common shares, $1.175 par value per share,
of the Company.
2.9 “Company” shall mean
American Bancshares, Inc., or any successor thereto as provided in
Section 13.8 hereto.
2.10 “Date of Exercise”
means the date on which the Company receives notice of the exercise
of a Stock Option in accordance with the terms of Article VII of
this Plan.
2.11 “Date of Grant” or
“Award Date” shall be the date on which an Award is
made by the Committee under this Plan. Such date shall be the date
designated in a resolution adopted by the Committee pursuant to
which the Award is made; provided, however, that such date shall
not be earlier than the date of such resolution and action thereon
by the Committee. In the absence of a date of grant or award being
specifically set forth in the Committee’s resolution, or a
fixed method of computing such date, then the Date of Grant shall
be the date of the Committee’s resolution and
action.
2.12 “Director” means
any person who is a member of the Board of Directors.
2.13 “Employee” means
any person who is an officer or full-time employee of the Company
or any of its Subsidiaries and who receives from it regular
compensation (other than pension, retirement allowance, retainer,
or fee under contract). An Employee does not include independent
contractors or temporary employees.
2.14 “Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to
time.
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2.15 “Exercise Period”
means the period during which a Stock Option or a SAR may be
exercised.
2.16 “Exercise Price”
means the price for Shares at which a Stock Option may be
exercised.
2.17 “Fair Market Value”
of a Common Share on a particular date shall be the closing price
for a Common Share as quoted on the National Association of
Securities Dealers Automated Quotation System National Market
(“Nasdaq-NMS”), or any national securities exchange on
which the Common Shares are listed (as reported by the Wall Street
Journal or, if not reported thereby, any other authoritative source
selected by the Committee), or if there is no trading on that date,
on the next preceding date on which there were reported share
prices. If the Common Shares are quoted on any other inter-dealer
quotation system (but not quoted by Nasdaq-NMS or any national
securities exchange), then the Fair Market Value per Common Share
on a particular date shall be the mean of the bid and asked prices
for a Common Share as reported in the Wall Street Journal or, if
not reported thereby, any other authoritative source selected by
the Committee. If the Common Shares are not quoted by the
Nasdaq-NMS or any other inter-dealer quotation system, and are not
listed on any national securities exchange, then the “Fair
Market Value” of a Common Share shall be determined by the
Committee pursuant to any reasonable method adopted by it in good
faith for such purpose. In the case of an Incentive Stock Option,
if the foregoing method of determining the fair market value is
inconsistent with Section 422 of the Code, “Fair Market
Value” shall be determined by the Committee in a manner
consistent with the Code and shall mean the value as so
determined.
2.18 “Incentive Stock
Option” or “ISO” means any Stock Option awarded
under this Plan intended to be and designated as an incentive stock
option within the meaning of Section 422 of the
Code.
2.19 “Non-Employee
Director” shall have the meaning as set forth in, and
interpreted under, Rule 16b-3(b) (3) promulgated by the SEC
under the Exchange Act, or any successor definition adopted by the
SEC.
2.20 “Nonqua1ified Stock
Option” means any Stock Option awarded under this Plan which
is not an Incentive Stock Option.
2.21 “Participant” means
each Employee or Director to whom an Award has been granted under
this Plan.
2.22 “Payment Shares”
shall have the meaning set forth in Section 6.8(c) of this
Plan.
2.23 “Person” shall mean
an individual, partnership, corporation, limited liability company
or partnership, trust, joint venture, unincorporated association,
or other entity or association.
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2.24 “Plan” means this
American Bancshares, Inc. 1999 Stock Option and Equity Incentive
Plan as defined in Section 1.1 hereof.
2.25 “Related Option”
means an Incentive Stock Option or a Nonqualified Stock Option
granted in conjunction with the grant of a Stock Acquisition
Right.
2.26 “Reload Option”
shall have the meaning set forth in Section 6.12 of this
Plan.
2.27 “Restricted period”
shall have the meaning set forth in Section 8.3(b) of the
Plan.
2.28 “Restricted Stock”
shall mean the Award of Common Shares to a Participant pursuant to
Article VIII of this Plan.
2.29 “SEC” means the
Securities and Exchange Commission.
2.30 “Securities Act”
means the Securities Act of 1933, as amended from time to
time.
2.31 “Stock Appreciation
Right” or “SAR” means an Award designated as a
Stock Appreciation Right, granted to a Participant pursuant to
Article VII of this Plan.
2.32 “Stock Option”
means any Incentive Stock Option or Nonqualified Stock Option to
purchase Common Shares that is awarded under this Plan, or a Reload
Option.
2.33 “Subsidiary” or
“Subsidiaries” means any corporation or corporations
other than the Company organized under the laws of the United
States or any other jurisdiction that the Board of Directors
designates, in an unbroken chain of corporations beginning with the
Company if each corporation other than the last corporation in the
unbroken chain owns more than 50% of the total combined voting
power of all classes of stock in one of the other corporation in
such chain.
2.34 “Unrestricted Stock
Award” means an Award of Shares pursuant to Section 8.9
of this Plan.
ARTICLE III
Administration of the
Plan
3.1 The Committee . This Plan
shall be administered by the Committee, subject to such terms and
conditions as the Board may prescribe from time to time. Pursuant
to applicable provisions of the Company’s Amended and
Restated Articles of Incorporation and Amended and Restated Bylaws,
the Committee, which shall be appointed by the Board, shall consist
of no fewer than two (2) members of the Board. Members of the
Committee shall serve for such period of time as the Board may
determine. From time to time the Board may increase the size of the
Committee and appoint additional members, remove members (with or
without cause) and appoint new members, fill vacancies however
caused, and remove all members and thereafter directly administer
the Plan. During such times as the Company’s Common Shares
are registered under the Exchange Act, all members of the Committee
shall be Non-Employee Directors and “outside directors”
as defined under Section 162(m) (4) (C)
(i) of the Code.
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3.2 Duties and Powers of the
Committee . Subject to the express provisions of this Plan, the
Committee shall have all the power and authority to, and shall be
authorized to take any and all actions required, necessary, or
desirable to administer the Plan. In addition to any other powers,
subject to the provisions of the Plan, the Committee shall have the
following powers:
(a) to select the Employees and
Directors to whom Awards may from time to time be granted pursuant
to this Plan;
(b) to determine all questions as to
eligibility;
(c) to determine the number of
Common Shares to be covered by each Award granted under this
Plan;
(d) subject to the limitations set
forth in Section 4.1 of this Plan, to determine whether and to
what extent Incentive Stock Options, Nonqualified Stock Options,
SARs, Reload Options, Restricted Stock, and Unrestricted Stock
Awards, or any combination thereof, are to be granted or awarded
hereunder;
(e) to determine the terms and
conditions (to the extent not inconsistent with this Plan) of any
Award granted hereunder, all provisions of each Award Agreement,
which provisions need not be identical (including, but not limited
to, the Exercise Price, the Exercise Period, any restriction or
limitation, any vesting schedule or acceleration thereof, or any
forfeiture restrictions or waiver thereof, regarding any Stock
Option or other Award and the Common Shares relating thereto, based
on such factors as the Committee shall determine, in its sole
discretion);
(f) to determine whether, and to
what extent, and under what circumstances grants of Stock Options
and other Awards under this Plan are to operate on a tandem basis
and/or in conjunction with or apart from other cash awards made by
the Company outside of this Plan;
(g) to determine whether and under
what circumstances a Stock Option may be settled in cash, Common
Shares (other than Restricted Stock), or any combination thereof
under Section 6.8 of this Plan.
(h) to determine whether, and to
what extent, and under what circumstances Common Shares under this
Plan shall be deferred either automatically or at the election of
the Participant;
(i) to prescribe, amend, waive, or
rescind rules or regulations relating to the Plan’s
administration;
(j) to accelerate the vesting or
Exercise Date of any Award, or to waive compliance by a holder of
an Award of any obligation to be performed by such holder or the
terms and conditions of an Award;
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(k) to construe and interpret the
provisions of the Plan or any Award Agreement;
(l) To amend the terms of previously
granted Awards so long as the terms as amended are consistent with
the terms of the Plan and provided that the consent of the
Participant is obtained with respect to any amendment that would be
detrimental to the Participant;
(m) require, whether or not provided
for in the pertinent Award Agreement, of any person exercising a
Stock Option, or otherwise receiving an Award, at the time of such
exercise or receipt, the making of any representations or
agreements that the Board of Directors or Committee may deem
necessary or advisable in order to comply with the securities laws
of the United States or of any applicable jurisdiction;
(n) to delegate to an appropriate
officer of the Corporation the authority to select Employees for
Awards and to recommend to the Committee the components of the
Award to each, including vesting requirements, subject in each case
to final approval by the Committee of the selection of the Employee
and the Award;
(o) to authorize any person to
execute on behalf of the Company any instrument required to
effectuate an Award or to take such other actions as may be
necessary or appropriate with respect to the Company’s rights
pursuant to Awards or agreements relating to the Awards or the
exercise thereof; and
(p) to make all other determinations
and take all other actions necessary or advisable for the
administrations of the Plan.
3.3 Awards to Members of the
Committee . Each Award granted to a Director or members of the
Committee shall be approved by the entire Board of Directors and
shall be evidenced by minutes of a meeting or the written consent
of the Board of Directors and an Award Agreement.
3.4 Requirements Relating to
Section 162(m) of the Code . Any provision of this Plan
notwithstanding: (a) transactions with respect to persons
whose remuneration is subject to the provisions of
Section 162(m) of the Code shall conform to the requirements
of Section 162(m)(4)(C) of the Code unless the Committee
determines otherwise; (b) the Plan is intended to give the
Committee the authority to grant Awards that qualify as
performance-based compensation under Section 162(m)(4)(C) of
the Code as well as Awards that do not qualify; and (c) any
provision of the Plan that would prevent the Committee from
exercising the authority referred to in Section 3.4(b) of this
Plan or that would prevent an Award that the Committee intends to
qualify as performance-based compensation under
Section 162(m)(4)(C) of the Code from so qualifying shall be
administered, interpreted, and construed to carry out the
Committee’s intention and any provision that cannot be so
administered, interpreted, and construed shall to that extent be
disregarded.
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3.5 Decisions Final and
Binding . All decisions, determinations, and actions taken by
the Committee, and the interpretation and construction of any
provision of the Plan or any Award Agreement by the Committee shall
be final, conclusive, and binding, unless otherwise determined by
the Board.
3.6 Limitation on Liability .
Notwithstanding anything herein to the contrary, except as
otherwise provided under applicable Florida law, no member of the
Board of Directors or of the Committee shall be liable for any good
faith determination, act, or failure to act in connection with the
Plan or any Award hereunder.
ARTICLE IV
Shares Subject to the
Plan
4.1 Number of Shares .
Subject to adjustment as provided in Section 4.4, the maximum
aggregate number of Shares that may be issued under this Plan shall
not exceed 250,000 Shares, which Shares may be either authorized
but unissued Shares or Shares issued and thereafter reacquired by
the Company. Subject to Section 4.4, the maximum aggregate
number of Shares or SARs which may be awarded and issued under the
Plan to the Non-Employee Directors as a group is 50,000 Common
Shares. Stock Options awarded under the Plan may be either
Incentive Stock Options or Nonqualified Stock Options, as
determined by the Committee. Except as provided in Sections 4.2 and
4.3 of this Plan, Shares issued upon the exercise of an Award
granted pursuant to the Plan shall not again be available for the
grant of an Award hereunder.
4.2 Lapsed Awards or Forfeited
Shares . If any Award granted under this Plan shall terminate,
expire, lapse, or be cancelled for any reason without having been
exercised in full, or if Shares or Restricted Stock are forfeited,
any unissued or forfeited Shares which had been subject to the
Award Agreement relating thereto shall again become available for
the grant of an Award under this Plan; provided, that in the case
of forfeited Shares, the grantee has received no dividends or other
distributions prior to forfeiture with respect to the
Shares.
4.3 Delivery of Shares as
Payment . In the event a Participant pays the Exercise Price
for Shares pursuant to the exercise of an Stock Option with
previously acquired Shares, the number of Shares available for
future Awards under the Plan shall be reduced only by the net
number of new Shares issued upon the exercise of the Stock Option.
Notwithstanding anything to the contrary herein, no fractional
Shares will be delivered under the Plan.
4.4 Capital Adjustments . In
the event of any corporate event or transaction, such as a merger,
consolidation, share exchange, recapitalization, reorganization,
separation, stock dividend, stock split, split-up, spin-off or
other distribution of stock or property of the Company, combination
of shares, exchange of shares, dividend in kind, or other like
change in capital structure or distribution (other than normal cash
dividends) to shareholders of the Company, the Committee, in order
to prevent dilution or enlargement of Participants’ rights
under the Plan, shall substitute or adjust, in an equitable manner
(including adjustments to avoid fractional shares), the number of
Common Shares (i) reserved under the Plan, (ii) available
for Incentive Stock Options or Restricted Stock,
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(iii) for which Awards may be granted to an
individual Participant, and (iv) covered by outstanding Awards
denominated in stock, (b) the stock prices related to
outstanding Awards; and (c) the appropriate Fair Market Value
and other price determinations for such Awards. In the event of a
corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Committee shall be
authorized to issue or assume Awards, whether or not in a
transaction to which Section 424(a) of the Code applies, by
means of substitution of new Awards for previously issued awards or
an assumption of previously issued awards. All adjustments under
this Section 4.4 shall be made in a manner such that they will
not result in a penalty under Section 409A of the Code. Any
adjustment, waiver, conversion or other action taken by the
Committee under this Section 4.4 shall be conclusive and
binding on all Participants, the Company and their successors,
assigns and beneficiaries.
ARTICLE V
Eligibility
Awards may be made to any Employee
or Director except that (a) only Employees (including
Directors who are also Employees) may receive an Incentive Stock
Options; and (b) the grant of Awards to Directors must comply
with Section 3.3. A Participant who has been granted an Award
may be granted additional Awards; provided, however, that grants of
Awards to Non-Employee Directors are subject to the limitations in
Section 4.1.
ARTICLE VI
Stock Options
6.1 Stock Options . Stock
Options may be granted alone or in addition to other Awards granted
under this Plan. Each Stock Option granted under this Plan shall be
either an Incentive Stock Option or a Nonqualified Stock
Option.
6.2 Grant of Stock Options
.
(a) Subject to the terms and
provisions of this Plan, the Committee shall have the authority to
grant to any Participant one or more Incentive Stock Options,
Nonqualified Stock Options, or both kinds of Stock Options. Subject
to Section 4.1 and Article V, the Committee has complete and
sole discretion in determining the number of Shares subject to
Stock Options granted to a Participant; provided, however, that the
aggregate Fair Market Value (determined at the time the Award is
made) of Shares with respect to which a Participant may first
exercise ISOs granted under the Plan during any calendar year may
not exceed $100,000 or such amount as shall be specified under
Section 422 of the Code and the rules and regulations
promulgated thereunder. To the extent that any Stock Option does
not qualify as an Incentive Stock Option (whether because of its
provisions or the time and manner of its exercise or otherwise),
such Stock Options or portion thereof which does not qualify shall
constitute a Nonqualified Stock Option. Stock Options granted at
different times need not contain similar provisions.
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(b) Non-Employee Directors may only
be granted Stock Options under this Article VI which are
Nonqualified Stock Options.
6.3 Incentive Stock Options .
Anything in the Plan to the contrary notwithstanding, no term of
this Plan relating to Incentive Stock Options shall be interpreted,
amended, or altered, nor shall any discretion or authority granted
under this Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consents of the
Participants affected, to disqualify any Incentive Stock Option
under Section 422 of the Code.
6.4 Award Agreement . Each
Stock Option granted under this Plan shall be evidenced by an Award
Agreement between the Company and the Participant in accordance
with Section 6.2 that specifies the Exercise Price, the
Exercise Period, the number of Shares to which the Stock Option
pertains, method of exercise and the form of consideration payable
therefor, any vesting requirements, any conditions imposed upon the
exercise of the Stock Options in the event of retirement, death,
disability, or other termination of service, and such other
provisions and conditions, not inconsistent with this Plan, as the
Committee may determine. Each Award Agreement relating to a grant
of Stock Options shall clearly specify whether the Stock Option is
intended to be an Incentive Stock Option within the meaning of
Section 422 of the Code, or a Nonqualified Stock Option not
intended to be within the provisions of Section 422 of the
Code.
6.5 Exercise Price . The
Exercise Price per Share purchasable under any Stock Option granted
under this Plan shall be determined by the Committee at the Date of
Grant, subject to the following limitations:
(a) In the case of a Stock Option
intended to be an Incentive Stock Option, the Exercise Price shall
not be less than 100% of the Fair Market Value of the Common Shares
on the Date of Grant or, in the case of any optionee who, at the
time such Incentive Stock Option is granted, owns Common Shares
possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent corporation or
Subsidiaries, not less than 110% of the of the Fair Market Value of
the Common Shares on the Date of Grant.
(b) In the case of a Stock Option
intended to be a Nonqualified Stock Option, the Exercise Price
shall not be less than 85% of the Fair Market Value of the Common
Shares on the Date of Grant.
(c) In no event shall the Exercise
Price of any Stock Option be less than the par value of the Common
Shares.
6.6 Exercise Period . The
Exercise Period of each Stock Option granted shall be fixed by the
Committee and shall be specified in the Award Agreement; provided
however, that no Incentive Stock Option shall be exercisable later
than ten years after the Award Date, and no Incentive Stock Option
which is granted to any optionee who, at the time such Stock Option
is granted owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of
its parent corporation or Subsidiaries, shall be exercisable after
the expiration of five years from the Award Date.
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6.7 Exercise of Stock Options
. Stock Options granted under the Plan shall be exercisable at such
time or times and be subject to such terms and conditions as shall
be set forth in the Award Agreement (as may determined by the
Committee at the time of such grant), which need not be the same
for all Participants. Such terms and conditions may include
performance criteria with respect to the Company or the
Participant, and as shall be permissible under the other terms of
the Plan. No Stock Option, however, shall be exercisable until the
expiration of the vesting period set forth in the Award Agreement,
except such limitation shall not apply (i) in the case of
death, disability, or retirement of a Participant covered by
Sections 6.10(a), (b), or (c) hereof, (ii) a termination
of service covered by the last sentence of Section 6.l0(e)
hereof, or (iii) as set forth in Article IX of this Plan. To
the extent that no vesting conditions are stated in the Award
Agreement, the Stock Options represented thereby shall be fully
vested at the Date of Grant.
6.8 Method of Exercise
.
(a) Subject to the provisions of the
Award Agreement, Stock Options may be exercised in whole at any
time or in part from time to time with respect to whole Shares
only, during the Exercise Period by the delivery to the Company of
a written notice of intent to exercise the Stock Option, in such
form as the Committee may prescribe, setting forth the number of
Shares with respect to which the Stock Option is to be exercised.
The Exercise Price, which shall accompany the written notice of
exercise, shall be payable to the Company in full (along with the
taxes described in the last sentence of this Section 6.8) by
the Participant who, if so provided in the Award Agreement, may:
(i) deliver cash or a check (acceptable to the Committee in
accordance with guidelines established for this purpose) in
satisfaction of all or any part of the Exercise Price;
(ii) deliver or cause to be withheld from the Stock Option,
Shares (except for Restricted Shares) valued at Fair Market Value
on the Date of Exercise in satisfaction of all or any part of the
Exercise Price, or (iii) any combination of cash and Shares,
or (v) any other consideration and method of payment permitted
under any laws to which the Company is subject, in each such case
as the Committee may determine. In addition to and at the time of
payment of the Exercise Price, the Participant shall pay to the
Company in cash the full amount of all federal and state
withholding or other employment taxes applicable to the taxable
income of the Participant resulting from such exercise.
(b) If the Exercise Price is to be
paid by the surrender of previously acquired and owned Common
Shares, the Participant will make representations and warranties
satisfactory to the Company regarding his title to the Common
Shares used to effect the purchase (the “Payment
Shares”), including without limitation, representations and
warranties that the Participant has good and marketable title to
such Payment Shares free and clear of any and all liens.
Encumbrances, charges, equities, claims, security interests,
options or restrictions, and has full power to deliver such Payment
Shares without obtaining the consent or approval of any person or
governmental authority other than those which have already given
consent or approval in a manner satisfactory to the Company. If
such Payment Shares were acquired upon previous exercise of
Incentive Stock Options granted within two years prior to the
exercise of the Stock Option or
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acquired by the Participant within
one year prior to the exercise of the Stock Option, such
Participant shall be required, as a condition to using the Payment
Shares in payment of the Exercise Price of the Stock Option, to
acknowledge the tax consequences of doing so, in that such
previously exercised Incentive Stock Options may have by such
action, lost their status as Incentive Stock Options, and the
Participant may recognize ordinary income for tax purposes as a
result. In no event can Restricted Stock be used as Payment
Shares.
6.9 Transfer Restrictions .
Neither the Stock Options granted under the Plan nor any rights or
interest in such Stock Options may be sold, pledged, hypothecated,
assigned, or otherwise disposed of or transferred by such
Participant, other than by will or by the laws of descent and
distribution. Except as permitted by the Committee, during the
lifetime of Participant to whom a Stock Option is granted the Stock
Options shall be exercisable only by him or her or, in the event of
the Participant’s permanent and total disability as
determined by the Committee in accordance with applicable Company
policies, by his or her legal representative.
6.10 Termination of Stock
Options .
(a) Termination by Death . If
a Participant’s employment by the Company or its
Subsidiaries, or his or her service as a Non-Employee Director
terminates by reason of death, any Stock Option held by such
Participant, unless otherwise determined by the Committee at grant,
shall be fully vested and, subject to the limitations of
Section 6.11 with respect to Incentive Stock Options, may
thereafter be exercised by the legal representative of the estate
or by a person who acquires the right to exercise such Stock
Options by bequest or inheritance, for a period of one year (or
such other period as the Committee may specify at grant) from the
date of such death or until the end of the Expiration Period of
such Stock Option, whichever period is shorter.
(b) Termination by Disability
. If a Part
