Exhibit 10(s)


 


INDIGO N.V. 1996
INTERNATIONAL


FLEXIBLE STOCK
INCENTIVE PLAN


1.                          Establishment,
Purpose, and Definitions.


a.                           There is
hereby adopted the 1996 International Flexible Stock Incentive Plan (the
“Plan”) of Indigo N.V. (the “Company”).


b.                          The purpose
of the Plan is to provide a means whereby eligible individuals (as defined in
paragraph 4 below) can acquire Common Stock of the Company (the “Stock”). The
Plan provides employees (including part-time and potential employees), officers
and directors (including potential officers and directors), consultants and
advisors (collectively, the “Eligible Individuals”) of the Company or of its
Affiliates (as hereinafter defined) an opportunity to purchase shares of Stock
pursuant to options (the “Options”). The Plan also provides for the sale or
bonus of Stock to Eligible Individuals in connection with the performance of
services for the Company or its Affiliates. Moreover, the Plan authorizes the
grant of stock appreciation rights (“SARs”), either separately or in tandem
with Options, entitling holders to cash compensation measured by appreciation
in the value of the Stock. Options may be granted either on the basis of past
or future services (“Service Options”) or on the basis of performance
(“Performance Options”). The Plan also allows for sub-plans with respect to the
Company or an Affiliate, or with respect to citizens or residents of one or
more countries, provided the sub-plan is no less restrictive than the Plan.


c.                           The term
“Affiliates”, as used in the Plan, means parent or subsidiary corporations of
the Company, including parents or subsidiaries that become such after adoption
of the Plan.


2.                          Administration
of the Plan


a.                           The Plan
shall be administered by the Supervisory Board of the Company (the “Board”).
The Board may delegate the responsibility for administering the Plan to a
committee (the “Committee”) under such terms and conditions as the Board shall
determine.  Members of the Committee
shall serve at the pleasure of the Board. The Committee shall select one of its
members as chairman, and shall hold meetings at such times and places as it may
determine. A majority of the Committee shall constitute a quorum, and acts of
the Committee at which a quorum is present, or acts reduced to or approved in writing
by all the members of the Committee, shall be the valid acts of the Committee.
If the Board does not delegate administration of the Plan to the Committee,
then each reference in this Plan to “the Committee” shall be construed to refer
to 


 


 


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the Board. No member
of the Board or the Committee shall be liable to any person for any action,
determination or inaction with respect to the Plan that is taken or made in
good faith.


b.                          In the event
that the Company becomes subject to the requirements of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (“Rule 16b-3”), then,
notwithstanding the provisions of Section 2(a) hereof, (i) the Committee shall
consist of two (2) or more members of the Board or such lesser number of
members of the Board as permitted by Rule 16b-3 and (ii) none of the members of
the Committee shall receive, while serving on the Committee, or during the
one-year period preceding appointment to the Committee, a grant or award of
equity securities under (a) the Plan or (b) any other plan of the Company or
its Affiliates under which the participants are entitled to acquire Stock
(including restricted Stock), Options, stock bonuses, related rights or stock
appreciation rights of the Company or any of its Affiliates, other than
pursuant to transactions in any such other plan which do not disqualify a
director from being a disinterested person under Rule 16b-3. The limitations
set forth in this Section 2(b) shall automatically incorporate any additional
requirements that may, in the future, be necessary for the Plan to comply with
Rule 16b-3.


c.                           The Committee
shall determine and designate, in the manner described in paragraph 4 below,
which Eligible Individuals (as defined in paragraph 1(b) above) shall be
granted Options under the Plan, the timing of such grants, the terms thereof
(including any restrictions on the Stock), and the number of shares subject to
such Options.


d.                          The Committee
may amend the terms of any outstanding Option granted under this Plan, but any
amendment that would adversely affect the Optionee’s rights under an
outstanding Option shall not be made without the Optionee’s written consent.
The Committee may, with the Optionee’s written consent, cancel any outstanding
Option or accept any outstanding Option in exchange for a new Option.


e.                           The Committee
shall also determine and designate, in the manner described in paragraph 4
below, which Eligible Individuals shall be issued Stock or SARs under the Plan,
the timing of such issuance, the terms thereof (including any restrictions),
and the number of Stock or SARs to be issued. The Stock shall be issued for
such consideration (if any) as the Committee deems appropriate. Stock issued
subject to restrictions shall be evidenced by a written agreement (the
“Restricted Stock Purchase Agreement” or the “Restricted Stock Bonus
Agreement”). The Committee may amend any Restricted Stock Purchase Agreement,
but any amendment which would adversely affect the individual’s rights to the
Stock shall not be made without his or her written consent.


f.                              In its
administration of the Plan, The Committee shall have the sole authority, in its
absolute discretion, (i) to adopt, amend, and rescind such rules and
regulations as, in its opinion, may be advisable, (ii) to construe and
interpret the Plan, the rules and the regulations, and the instruments
evidencing Options, 


 


 


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Stock or SARs
granted under the Plan, and  (iii) to
make all other determinations deemed necessary or advisable for the
administration of the Plan. All decisions, determinations, and interpretations
of the Committee shall be binding on all participants.


g.                          Delegation of Authority for the Day-to-Day Administration of the
Plan.  Except to the extent
prohibited by applicable law or applicable rules of a stock exchange, the Board
or any of its committees as shall be administering the Plan may delegate to one
or more individuals the day-to-day administration of the Plan and any of the
functions assigned to it in this Plan. The delegation may be revoked at any
time.


3.                          Stock Subject
to the Plan.


a.                           An aggregate
of not more than 1,500,000 shares of Stock shall be available for the grant of
Options, Stock or SARs under the Plan. 
If an Option is surrendered (except if such surrender is for shares of
Stock), or for any other reason ceases to be exercisable in whole or in part,
the shares that were subject to such Option but as to which the Option had not
been exercised shall continue to be available under the Plan.


b.                          If there is
any change in the Stock subject to the Plan, the Stock subject to a Restricted
Stock Purchase Agreement, Restricted Stock Bonus Agreement or an SAR Agreement,
or the Stock subject to any Option granted under the Plan, through merger,
consolidation, reorganization, recapitalization, reincorporation, stock split,
stock dividend (in excess of two percent), or other change in the corporate
structure of the Company, appropriate adjustments shall be made by the Committee
in order to preserve but not to increase the benefits to the individual,
including adjustments to the aggregate number and kind of shares subject to the
Plan or to a Restricted Stock Purchase Agreement, Restricted Stock Bonus
Agreement or  SAR Agreement, and to the
number and kind of shares, and the price per share, subject to outstanding
Options.


4.                          Eligible
Individuals


Individuals
who shall be eligible to have granted to them the Options, Stock or SARs
provided for by the Plan shall be those Eligible Individuals (defined in
Paragraph 1 (b) above) as the Committee, in its discretion, shall designate
from time to time (the “Optionee/s”).


5.                          Exercise
Price


The exercise price
of each Option (the “Exercise Price”) shall be as determined by the Committee,
provided that in no case shall the Exercise Price of any Option be less than
80% of the Common Stock Value on the date of issuance of such Option


 


 


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(“Date of
Grant”). The “Common Stock Value” at any time shall be equal to the then
current fair market value of the Stock, as determined by the Committee.  The Exercise Price shall be subject to
adjustment to the extent provided in paragraphs 3(b) above and 15 below.


6.                          Terms and
Conditions of Options.


a.                           Each Option
granted pursuant to the Plan will be evidenced by a written Stock Option
Agreement (“Option Agreement”) executed by the Company and the relevant
Optionee,  the terms of which Agreement
shall be determined by the Committee subject to the terms of the Plan.


b.                          The Committee
shall determine the term of each Option granted under the Plan; provided,
however, that in no event shall the term of an Option exceed ten (10) years.


c.                         Upon
termination of employment or other contractual relationship between the
Optionee and the Company/Affiliate for cause, all unexercised Options (whether
or not vested) shall immediately lapse. 
Upon termination of employment or other contractual relationship between
the Optionee and the Company/Affiliate (regardless of whether or not
termination is by the Optionee or the Company/Affiliate or for cause), all
unvested Options shall lapse (unless otherwise determined by the Board or the
Committee).  Upon termination of
employment (regardless of whether or not termination is by the employee or
employer or for cause), and at the option of the Company, vested Options may be
repurchased by the Company if permitted by, and pursuant to the terms of, an
applicable Option Agreement.


d.                          The Service
Options will vest over a period of five (5) years, with 20% of the Service
Options vesting on each of the first five anniversaries of the Date of Grant.
Notwithstanding the foregoing, the Board or the Committee may determine
different vesting schedules in special circumstances.


e.                           Commencing in
respect of the first full calendar year after the Date of Grant, Performance
Options will vest over a period of five (5) years in relation to the
achievement by the Company and its Affiliates of earnings, shipment and/or
other targets to be determined annually, in advance, by the Board, with partial
vesting on a sliding scale, as determined by the Board. Notwithstanding the
foregoing, (i) all non-vested Performance Options shall vest eight (8) years
and eleven (11) months following the Date of Grant, and (ii) the Board or the
Committee may determine different vesting schedules in special circumstances.


f.                             The Option
Agreement may contain such other terms, provisions, and conditions as may be
determined by the Board or the Committee, provided that the same are not
inconsistent with this Plan.


 


 


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7.                          Terms and
Conditions of Stock Purchase and Bonus


a.                           Each sale or
grant of Stock pursuant to the Plan will be evidenced by either a written
Restricted Stock Purchase Agreement executed by the Company and the person to
whom such Stock is sold or a written Restricted Stock Bonus Agreement executed
by the Company and the person to whom such Stock is granted.


b.                          The
Restricted Stock Purchase Agreement or Restricted Stock Bonus Agreement may
contain such other terms, provisions, and conditions as may be determined by
the Board or the Committee (not inconsistent with this Plan), including,
without limitation, restrictions on transfer, forfeiture provisions, repurchase
provisions and vesting provisions.


8.                        Terms and
Conditions of SARs.


The Committee
may, under such terms and conditions as it deems appropriate, authorize the
issuance of SARs evidenced by a written SAR Agreement (which, in the case of
tandem options, may be part of the Option Agreement to which the SAR relates)
executed by the Company and the person to whom such SAR is granted. The SAR
Agreement may contain such terms, provisions and conditions as may be
determined by the Committee and that are not inconsistent with this Plan.


9.                          Use of
Proceeds.


Cash proceeds
realized from the sale of Stock under the Plan or pursuant to Options granted
under the Plan shall constitute general funds of the Company.


10.                   Amendment,
Suspension, or Termination of the Plan.


a.                           The Board
may, at any time, amend, suspend or terminate the Plan as it deems advisable;
provided that such amendment, suspension or termination complies with all
applicable legal requirements, including any applicable requirement that the
Plan, or an amendment to the Plan, be approved by the shareholders, and
provided further that, except as provided in paragraph 3 (b), above, the Board
shall in no event amend the Plan in the following respects without the consent
of stockholders then sufficient to approve the Plan in the first instance:


(i)                         To increase
the maximum number of shares subject to Options issued under the Plan; or


(ii)                    To change the
designation or class of persons eligible to receive Options under the Plan.


b.                           No Option may
be granted under the Plan during any suspension or after the termination of the
Plan, and no amendment, suspension, or termination of the Plan shall, without
the affected individual’s consent, alter or impair any rights or obligations
under any Option previously granted under the Plan. The Plan 


 


 


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shall terminate,
with respect to the grant of Options, on December 18, 2005 (or with respect to
The Netherlands sub-plan, December 18, 2000), unless previously terminated by
the Board pursuant to this paragraph 10.


11.                   Assignability.


Each
Option granted pursuant to this Plan shall, during Optionee’s lifetime, be
exercisable only by him or her, and neither the Option nor any right hereunder
shall be transferable by Optionee, by operation of law or otherwise, other than
by will or the laws of descent and distribution. Stock subject to a Restricted
Stock Purchase Agreement or a Restricted Stock Bonus Agreement shall be
transferable only as provided in such Agreement.


12.                   Payment Upon
Exercise of Options.


Payment of
the Exercise Price upon exercise of any Option granted under this Plan shall be
made in cash in such currency as the Committee shall specify in the applicable
Option Agreement; provided, however, that the Committee, in its sole discretion,
may permit an Optionee to pay the Exercise Price, in whole or in part, (a) with
shares of Stock owned by the Optionee; (b) by delivery, on a form prescribed by
the Committee, of an irrevocable direction to a securities broker approved by
the Committee to sell shares and to deliver all or a portion of the proceeds to
the Company in payment for the Stock; (c) by delivery of the Optionee’s
promissory note with such recourse, interest, security, and redemption
provisions as the Committee, in its discretion, determines appropriate; (d) by
shares of stock issuable upon exercise of the Option; or (e) in any combination
of the foregoing. Any Stock used to exercise Options shall be valued by the
Committee at its fair market value on the date of the exercise of the Option.


13.                   Withholding
Taxes.


No Option or
Stock shall be granted or sold under the Plan to any participant, and no Option
or SAR may be exercised, until the participant has made arrangements acceptable
to the Committee for the satisfaction of any tax and social security
withholding obligations, including without limitation obligations incident to
the receipt of Stock under the Plan, the lapsing of restrictions applicable to
such Stock, the failure to satisfy the conditions for treatment as Options under
applicable tax law, or the receipt of cash payments. Upon the exercise of an
Option and the sale of the underlying shares, and upon the lapsing of a
restriction on Stock issued under the Plan, the Company, at its Option, may
withhold a portion of the proceeds from the Optionee or require the Stockholder
to surrender shares of the Company’s Stock (as the case may be) sufficient to
satisfy any tax and social security withholding obligations.


 


 


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14.                   Restrictions on
Transfer of Shares.


The Stock
acquired pursuant to the Plan shall be subject to such restrictions,
limitations and agreements regarding sale, assignment, encumbrances, or other
transfer or disposal as the Board and/or Committee may, from time to time, deem
advisable.


15.                   Re-Pricing,
Cancellation and Re-Grant of Options


The Committee
shall have the authority to effect, at any time and from time to time, with the
consent of the affected Option holders, (a) the re-pricing of the Exercise
Price of any or all outstanding Options under the Plan and/or (b) the
cancellation of any or all outstanding Options under the Plan and the grant in
substitution therefor of new Options under the Plan covering the same or
different numbers of Stock but having an Exercise Price of not less than 80% of
the Common Stock Value (as defined in paragraph 5 hereof) on the new Date of
Grant.


16.                   Buyout
Provisions.


At any time, the Committee may, but shall not be required to, authorize
the Company to offer to buy out for a payment in cash or Stock an Option
previously granted based on such terms and conditions as the Committee shall
establish and communicate to the Optionee in connection with such offer.


 


***


 


9/12/02                                  Section 16 added and plan restated by HR
& Compensation Committee


11/21/02                            Section 2.g. added and plan restated by
HR & Compensation Committee


 


 


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