EXHIBIT 10.1
A.G. EDWARDS,
INC.
1988 INCENTIVE STOCK
PLAN
2005
Restatement
Recitals
This Plan originally became
effective in April 1988. It was amended in (1) June 1990 by the
stockholders of the Company to increase the number of shares of
Common Stock available under the Plan to 4,060,000 shares (which
number has since been adjusted to 7,612,500 shares to reflect a 50%
and a 25% stock dividend, treated as a stock split), (2) April 1992
by the Board of Directors to comply with changes under Section
16(b) of the Exchange Act; (3) June 1992 by the stockholders of the
Company to increase the number of shares of Common Stock available
under the Plan to 13,862,500 shares (which number has since been
adjusted to 17,328,125 to reflect a 25% stock dividend, treated as
a stock split); (4) June 1995 by the stockholders of the Company to
increase the number of shares of Common Stock available under the
Plan to 26,328,125 shares (which number has since been adjusted to
39,492,188 to reflect a 50% stock dividend, treated as a stock
split); (5) June 1999 by the stockholders of the Company to
increase the number of shares of Common Stock available under the
Plan to 54,492,188 shares; (6) September, 1999 by the Board of
Directors to modify the eligibility requirements and restate the
Plan, (7) February, 2001 by the Board of Directors to modify the
definition of Market Value, modify the provisions governing
elections between Options and Restricted Stock, modify the
provisions governing awards to Senior Participants for Options and
Restricted Stock, comply with changes under Section 16(b) of the
Exchange Act and restate the plan; (8) February, 2002 by the Board
of Directors to modify the provisions (a) applicable to
non-reporting persons, (b) governing eligibility for an award, (c)
governing elections between Options and Restricted Stock, (d)
governing the period of time in which Options must be exercised and
(e) limiting the maximum amount of awards, (9) November 2003 by
stockholders of the Company to delete the Stock Purchase Plan that
is Section 8; and (10) January 2005 by the Board of Directors to
comply with Standard FAS 123R.
NOW, THEREFORE, effective
March 1, 2005, the Plan is hereby amended and restated in its
entirety as follows:
1.
Purpose .
The purpose of the A.G.
Edwards, Inc. 1988 Incentive Stock Plan (the "Plan") is to motivate
employees of A.G. Edwards, Inc. (the "Company") and its
subsidiaries through added incentives to make a maximum
contribution to Company objectives.
2 .
Definitions.
As used in the
Plan, the following words shall have the following
meanings:
"Administrator"
has the meaning ascribed to it in Section 3(a) of the
Plan.
"Award " has the
meaning ascribed to it in Section 5 of the Plan.
"Benefits" means the benefits
awarded to Participants as described in Sections 5 through 10 of
the Plan. Benefits may be awarded separately or in any
combination.
"Board of
Directors" means the Board of Directors of the Company.
"Business Day" means any day
on which the New York Stock Exchange is open for
business.
"Change in Control" means the
occurrence of any of the following events without the
prior approval of
the Board of Directors: (a) a merger, consolidation or
reorganization of the Company in which the Company does not survive
as an independent entity; (b) a sale of all or substantially all of
the assets of the Company; (c) the first purchase of shares of
Common Stock of the Company pursuant to a tender or exchange offer
for more than 20% of the Company's outstanding shares of Common
Stock; or (d) any change in control of a nature that, in the
opinion of the Board of Directors, would be required to be reported
under the federal securities laws; provided that such a change in
control shall be deemed to have occurred if (i) any person is or
becomes the beneficial owner, directly or indirectly, of securities
of the Company representing 40% or more of the combined voting
power of the Company's then outstanding securities; or (ii) during
any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Company cease for any reason to constitute a majority thereof
unless the election of any director, who was not a director at the
beginning of the period, was approved by a vote of at least 70% of
the directors then still in office who were directors at the
beginning of the period.
"Code" means the Internal
Revenue Code of 1986, as amended. Reference to a section of the
Code shall include: (a) that section and any
comparable section or sections of any future legislation that
amends, supplements or supersedes that section, and (b) any rules
or regulations promulgated under such section.
"Common Stock" means shares
of common stock par value $1.00 per share of the Company, either
authorized but unissued, or stock that has been issued previously
but is held in the treasury of the Company, together with the
Common Stock Purchase Rights (as described in the Rights Agreement,
as amended) associated with such common stock.
"Company" has the meaning
ascribed to it in Section 1 of the Plan.
"Competition with the
Company" means, with respect to any individual, owning, managing,
controlling, participating in or becoming connected with, as an
officer, employee, partner, stockholder, consultant or otherwise,
any business, individual, partnership or corporation that is
engaged significantly, or is planning to become engaged
significantly, in a business which, directly or indirectly,
competes with a business of the Company or a Subsidiary; provided,
merely acquiring or holding
shares of any
business entity that has its securities listed on a national
securities exchange or quoted in the daily listing of
over-the-counter market securities shall not constitute such
competition so long as such individual and members of such
individual's family do not own more than 1% of the voting
securities of such an entity.
"Date of Grant"
has the meaning ascribed to it in Section 8(b) of the
Plan.
"Deferred Award
Date" has the meaning ascribed to it in Section 7(d) of the
Plan.
"Disability" means
a total and permanent disability that renders a Participant unable
to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be expected
to last for a continuous period of not less than three
years.
"Disinterested
Administrator" means an Administrator comprised of the Board of
Directors or a committee of two or more directors of the Company,
each of whom is a a Non-Employee Director.
"Eligible
Employee" has the meaning ascribed to it in Section 4 of the
Plan.
"Employee" means
any individual who is employed by the Employer.
"Employee Stock
Purchase Plan" has the meaning ascribed to it in Section 8 of the
Plan.
“Employer” means
the Company and its Subsidiaries, while a Subsidiary.
"Exchange Act"
means the Securities Exchange Act of 1934, as amended. Reference to
a section of the Exchange Act shall include: (a) that section and
any comparable section or sections of any future legislation that
amends, supplements or supersedes that section, and (b) any rules
or regulations promulgated under such section.
"Exercise Price"
has the meaning ascribed to it in Section 6(b) of the
Plan.
"Incentive Stock
Options" has the meaning ascribed to it in Section 9 of the
Plan.
"Market Value"
means, with respect to a share of Common Stock on a particular
date, the average of the highest and lowest quoted selling prices
on the particular date. If there are no sales on that date, the
Market Value shall be the average of the highest and lowest quoted
selling prices on the next trading date.
“Non-Employee
Director” has the meaning set forth in Rule 16b-3(b)(3)(i)
promulgated under Section 16 of the Exchange Act or any successor
rule thereto.
"Offered Shares"
has the meaning ascribed to it in Section 8(b) of the
Plan.
"Offering" has the
meaning ascribed to it in Section 8 of the Plan.
"Offering Period"
has the meaning ascribed to it in Section 8(e) of the
Plan.
"Option Award
Date" has the meaning ascribed to it in Section 6(a) of the
Plan.
"Option Awards"
has the meaning ascribed to it in Section 6(a) of the
Plan.
"Option
Determination Date" has the meaning ascribed to it in Section 6(a)
of the Plan.
"Options" has the
meaning ascribed to it in Section 6(a) of the Plan.
"Over 60
Participant" has the meaning ascribed to it in Section 7(d) of the
Plan.
"Participant"
means each Eligible Employee who receives a Benefit or an award of
Benefits under the Plan.
"Phantom Stock
Credits" has the meaning ascribed to it in Section 7(d) of the
Plan.
"Plan" has the
meaning ascribed to it in Section 1 of the Plan.
"Purchase Price"
has the meaning ascribed to it in Section 8(d) of the
Plan.
"Reporting Person"
means any person who is a director of the Company or any officer of
the Company as that term is defined in Rule 16a-1(f), promulgated
under Section 16 of the Exchange Act or any successor rule
thereto.
"Restricted
Period" has the meaning ascribed to it in Section 7(b)(1) of the
Plan.
"Restricted Share
Award Date" has the meaning ascribed to it in Section 7(a) of the
Plan.
"Restricted Share
Awards" has the meaning ascribed to it in Section 7(a) of the
Plan.
"Restricted Share
Determination Date" has the meaning, ascribed to it in Section 7(a)
of the Plan.
"Restricted
Shares" has the meaning ascribed to it in Section 7(a) of the
Plan.
"Rule l6b-3" means
Rule 16b-3 promulgated under Section 16 of the Exchange Act, or any
successor rule thereto.
"Section 423
Options" has the meaning ascribed to it in Section 8(a) of the
Plan.
"Senior
Participant" has the meaning ascribed to it in Section 6(d) of the
Plan.
"Stock Purchase
Plan Eligible Employee" has the meaning ascribed to it in Section
8(a)
of the
Plan.
"Subsidiary" means
any corporation, partnership, joint venture or business trust,
control of which is owned, directly or indirectly, by the Company;
provided, for the purpose of any Incentive Stock Options and
options granted pursuant to the Employee Stock Purchase Plan,
"Subsidiary" shall have the same meaning as the term "subsidiary
corporation" as defined in Section 424 of the Code.
"Termination of
Employment," whether or not capitalized when used herein, or any
other similar phrase used herein to refer to the employment of an
Employee with the Employer being terminated means the Employee
ceases to be employed by the Employer whether the cessation of
employment is voluntary or involuntary and regardless of whether
the employment of the Employee with the Employer ceases because the
Employee quits, is discharged, retires, is disabled or
dies.
"Termination for
Aggravated Cause" means a Termination of Employment (whether
voluntary or involuntary) because any of the following acts or
events have occurred: any action or failure to act by a Participant
that results in or is likely to result in detriment to the
Employer, employees or customers; violation of any securities law;
dishonesty whether or not resulting in a direct or indirect
monetary loss; insubordination; drunkenness; use of harmful drugs;
willful destruction of property; provocation or continuous
agitation of the Employer’s customers or employees; or
conviction of a felony or a misdemeanor.
"Vesting Period"
has the meaning ascribed to it in Section 6(b) of the
Plan.
3.
Administration.
(a)
Appointment. The Plan shall be administered by the Board of
Directors of the Company or by one or more committees the members
of which need not be members of the Board of Directors
(collectively, the "Administrator") appointed by the Board of
Directors. Such a committee may be appointed by designating another
committee, such as the Compensation Committee of A.G. Edwards &
Sons, Inc., to serve as Administrator. All of the duties of the
Administrator may be assigned to one committee or, if the Board of
Directors appoints more than one committee to serve as
Administrator, the Board of Directors may allocate the specific
duties of the Administrator among such committees. A particular
committee to whom a specific duty is so allocated shall have the
sole responsibility and authority for carrying out such duty. A
committee shall continue to serve in its appointed role until its
role is terminated or changed by the Board of Directors.
(b) Duties.
Subject to the provisions of the Plan, the Administrator shall have
exclusive authority to interpret and administer the Plan
(including, without limitation, developing or approving forms to
implement all or any part of the Plan), to delegate its authority
and duties under the Plan, and to take all such steps and make all
such rules or determinations in connection with the Plan and any of
the Benefits provided by the Plan as it may deem necessary or
advisable (including, without limitation, rules relating to any tax
withholding requirements, designation of beneficiaries, ownership
of shares in joint names and restoration of awards for
rehired
Participants);
provided, however, the Administrator shall not have the authority
to change the amount, price or timing of any Benefits awarded by
the terms of the Plan; provided, further, with respect to the
forfeiture of any Benefits, only a Disinterested Administrator may
make a determination that a Reporting Person has incurred a
Termination for Aggravated Cause.
4.
Eligibility.
"Eligible
Employee" shall include any individual who is an Employee of the
Employer at the time Benefits under the Plan are awarded and who
satisfies the eligibility requirements established by the
Administrator, from time to time, taking into account such factors
as the Administrator may consider relevant (which may include, but
need not include, the nature of services rendered by the Employee
or the capacity of the Employee to contribute to the success of the
Employer).
5.
Award.
Determination
of Awards. The award ("Award"), if any,
of Options and Restricted Shares (as hereinafter defined) or both
to which an Eligible Employee is entitled for any specific fiscal
year of the Company shall be determined by the Administrator. No
Eligible Employee shall be entitled to an Award absent a
determination by the Administrator which shall be made at the
discretion of the Administrator.
The Administrator
in its discretion, shall establish how the Award, if any, shall be
allocated between Options or Restricted Shares or both.
6. Stock
Options.
(a) Grant and
Time of Award. Subject to Section 5, awards of options
("Options") to purchase shares of Common Stock from the Company
shall be granted to Eligible Employees as determined by the
Administrator. Options shall be in the form of "Nonqualified Stock
Options," which are not intended to qualify as incentive stock
options within the meaning of Section 422 of the Code. Awards of
Options ("Option Awards") shall be made for each fiscal year of the
Company during the term of the Plan as of the last day of each such
fiscal year (an "Option Award Date"). The amount of the Option
Awards, if any, on a specific Option Award Date shall be determined
as soon as administratively practical after the end of each such
fiscal year (an "Option Determination Date").
(b)
Exercise. Options shall entitle a Participant to purchase
shares of Common Stock at a price (an "Exercise Price") per share
equal to the Market Value of the Common Stock on the applicable
Option Determination Date. Options shall become exercisable three
(3) years after the applicable Option Award Date (a "Vesting
Period"), and must be exercised no later than ten (10) years,
unless extended, after the applicable Option Award Date. Any
Vesting Period shall be extended by the length of any leave of
absence, except a leave of absence for medical reasons approved in
writing by the Administrator. Options that are not exercised within
ten (10) years (unless extended) after the applicable Option Award
Date will lapse. A Participant may exercise all of his vested
Options in any order and at one time or at different times for less
than the total
amount until
all of his vested Options have been exercised. A Participant may
exercise his Options only by giving the Administrator written
notice of his intent to exercise his Options. The written notice
must be in a form acceptable by the Administrator. When a
Participant exercises an Option, the applicable Exer
