Exhibit 10.2


 


ABBOTT
LABORATORIES

1991 INCENTIVE STOCK PROGRAM

(as amended and restated through the


1st Amendment December 12, 2003)


 


1.                                       PURPOSE. The
purpose of the Abbott Laboratories 1991 Incentive Stock Program (the “Program”)
is to attract and retain outstanding individuals as directors, officers and
other employees of Abbott Laboratories (the “Company”) and its subsidiaries,
and to furnish incentives to such persons by providing such persons
opportunities to acquire common shares of the Company, or monetary payments
based on the value of such shares or financial performance of the Company, or
both, on advantageous terms as herein provided.


 


2.                                       ADMINISTRATION.
The Program will be administered by a committee (the “Committee”) of at least
two persons which shall be either the Compensation Committee of the Board of
Directors of the Company (the “Board of Directors”) or such other committee
comprised entirely of “disinterested persons” as defined in Rule 16b-3 of the
Securities and Exchange Commission as the Board of Directors may from time to
time designate. The Committee shall interpret the Program, prescribe, amend and
rescind rules and regulations relating thereto and make all other
determinations necessary or advisable for the administration of the Program. A
majority of the members of the Committee shall constitute a quorum and all
determinations of the Committee shall be made by a majority of its members. Any
determination of the Committee under the Program may be made without notice of
meeting of the Committee by a writing signed by a majority of the Committee
members.


 


3.                                       PARTICIPANTS.
Participants in the Program will consist of such officers and other employees
of the Company and its subsidiaries as the Committee in its sole discretions
may designate from time to time to receive Benefits hereunder. The Committee’s
designation of a participant in any year shall not require the Committee to
designate such person to receive a Benefit in any other year. The Committee
shall consider such factors as it deems pertinent in selecting participants and
in determining the type and amount of their respective Benefits, including
without limitation (i) the financial condition of the Company; (ii) anticipated
profits for the current or future years; (iii) contributions of participants to
the profitability and development of the Company; and (iv) other compensation
provided to participants. Non-Employee Directors shall also be participants in
the Program solely for purposes of receiving Restricted Stock Awards under paragraph
13. The term “Non-Employee Director” shall mean a member of the Board of
Directors who is not a full-time employee of the Company or any of its
subsidiaries.


 


4.                                       TYPES OF
BENEFITS. Benefits under the Program may be granted in any one or a combination
of (a) Incentive Stock Options; (b) Non-qualified Stock Options; (c) Stock
Appreciation Rights; (d) Limited Stock Appreciation Rights; (e) 


 


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Restricted
Stock Awards; (f) Performance Units; and (g) Foreign Qualified Benefits, all as
described below and pursuant to the Plans set forth in paragraphs 6-12 hereof.


 


5.                                       SHARES RESERVED
UNDER THE PROGRAM. There is hereby reserved for issuance under the Program an
aggregate of Five Million (5,000,000) common shares, which may be newly issued
or treasury shares. The shares hereby reserved are in addition to the shares
previously reserved under the Company’s 1977 Incentive Stock Plan, 1981
Incentive Stock Program and 1986 Incentive Stock Program (the “Prior Stock Option
Plans”). Any common shares reserved for issuance under the Prior Stock Option
Plans in excess of the number of shares as to which options or other Benefits
have been awarded on the date of shareholder approval of this Program, plus any
such shares as to which options or other Benefits granted under the Prior Stock
Option Plans may lapse, expire, terminate or be canceled after such date, shall
also be reserved and available for issuance in connection with Benefits under
this Program. All of such shares may, but need not, be issued pursuant to the
exercise of the Incentive Stock Options.


 


If there is a lapse, expiration, termination
or cancellation of any Benefit granted hereunder without the issuance of shares
or payment of cash thereunder, or if shares are issued under any Benefit and
thereafter are reacquired by the Company pursuant to rights reserved upon the
Issuance thereof, the shares subject to or reserved for such Benefit may again
be used for new options, rights of awards or any sort authorized under this
Program; provided, however, that in no event may the number of common shares
issued under this Program exceed the total number of shares reserved for
issuance hereunder.


 


6.                                       INCENTIVE STOCK
OPTION PLAN. Incentive Stock Options will consist of options to purchase common
shares at purchase prices not less than One Hundred percent (100%) of the Fair
Market Value of such common shares on the date of grant. Incentive Stock
Options will be exercisable over not more than ten (10) years after the date of
grant. In the event of termination of employment for any reason other than
retirement, disability or death, the right of the optionee to exercise an
Incentive Stock Option shall terminate upon the earlier of the end of the
original term of the option or three (3) months after the optionee’s last day
of work for the Company and its subsidiaries. In the event of termination of
employment due to retirement or disability, or if the optionee should die while
employed, the right of the optionee or his or her successor in interest to
exercise an Incentive Stock Option shall terminate upon the earlier of the end
of the original term of the option or sixty (60) months after the date of such
retirement, disability or death. If the optionee should die within three (3) months
after termination of employment for any reason other than retirement or
disability, the right of his or her successor in interest to exercise an
Incentive Stock Option shall terminate upon the earlier of the end of the
original term of the option or three (3) months after the date of such death.
If the optionee should die within sixty (60) months after termination of
employment due to retirement or disability, the right of his or her successor
in interest to exercise an Incentive Stock Option shall terminate upon the
later of sixty (60) months after the date of such retirement or disability or
six (6) months after the date of such death, but not later than the end of the
original term of the option. The aggregate fair market value (determined as of
the time the Option is granted) of the 


 


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common shares
with respect to which Incentive Stock Options are exercisable for the first
time by any individual during any calendar year (under all option plans of the
Company and its subsidiary corporations) shall not exceed $100,000. An
Incentive Stock Option granted to a participant who is subject to Section 16 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) may be
exercised only after six (6) months from its grant date (unless otherwise
permitted under Rule 16b-3 of the Securities and Exchange Commission).


 


7.                                       NON-QUALIFIED
STOCK OPTION PLAN. Non-qualified Stock Options will consist of options to
purchase common shares at purchase prices not less than One Hundred percent
(100%) of the Fair Market Value of such common shares on the date of grant.
Non-qualified Stock Options will be exercisable over not more than ten (10)
years after the date of grant. In the event of termination of employment for
any reason other than retirement, disability or death, the right of the
optionee to exercise a Non-qualified Stock Option shall terminate upon the
earlier of the end of the original term of the option or three (3) months after
the optionee’s last day of work for the Company and its subsidiaries. In the
event of termination of employment due to retirement or disability or if the
optionee should die while employed, the right of the optionee or his or her
successor in interest to exercise a Non-qualified Stock Option shall terminate
upon the earlier of the end of the original term of the option or sixty (60)
months after the date of such retirement, disability or death. If the optionee
should die within three (3) months after termination of employment for any
reason other than retirement or disability, the right of his or her successor
in interest to exercise a Non-qualified Stock Option shall terminate upon the
earlier of the end of the original term of the option or three (3) months after
the date of such death. If the optionee should die within sixty (60) months
after termination of employment due to retirement or disability, the right of
his or her successor in interest to exercise a Non-qualified Stock Option shall
terminate upon the later of sixty (60) months after the date of such retirement
or disability or six (6) months after the date of such death, but not later
than the end of the original term of the option. A Non-qualified Stock Option
granted to a participant who is subject to Section 16 of the Exchange Act may
be exercised only after six (6) months from its grant date (unless otherwise
permitted under Rule 16b-3 of the Securities and Exchange Commission).


 


8.                                       STOCK
APPRECIATION RIGHTS PLAN. The Committee may, in its discretion, grant a Stock
Appreciation Right to the holder of any stock option granted hereunder or under
the Prior Stock Option Plans. Such Stock Appreciation Rights shall be subject
to such terms and conditions consistent with the Program as the Committee shall
impose from time to time, including the following:


 


(a)                                  A Stock Appreciation Right may be
granted with respect to a stock option at the time of its grant or at any time
thereafter up to six (6) months prior to its expiration.


 


(b)                                 Stock Appreciation Rights will
permit the holder to surrender any related stock option or portion thereof
which is then exercisable 


 


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and to elect to receive in exchange therefor
cash in an amount equal to:


 


(i)                 The excess of the Fair Market Value
on the date of such election of one common share over the option price
multiplied by


 


(ii)              The number of shares covered by such option or portion
thereof which is so surrendered.


 


(c)                                  A Stock Appreciation Right granted
to a participant who is subject to Section 16 of the Exchange Act may be
exercised only after six (6) months from its grant date (unless otherwise
permitted under Rule 16b-3 of the Securities and Exchange Commission).


 


(d)                                 The Committee shall have the
discretion to satisfy a participant’s right to receive the amount of cash
determined under subparagraph (b) hereof, in whole or in part, by the delivery
of common shares valued as of the date of the participant’s election.


 


(e)                                  A Stock Appreciation Right may be
granted to a participant regardless of whether such participant has been
granted a Limited Stock Appreciation Right with respect to the same stock
option. However, a Stock Appreciation Right may not be exercised during any
period that a Limited Stock Appreciation Right with respect to the same stock
option may be exercised.


 


(f)                                    In the event of the exercise of a
Stock Appreciation Right, the number of shares reserved for issuance shall be
reduced by the number of shares covered by the stock option or portion thereof
surrendered.


 


9.                                       LIMITED STOCK
APPRECIATION RIGHTS PLAN. The Committee may, in its discretion, grant a Limited
Stock Appreciation Right to the holder of any stock option granted hereunder or
under the Prior Stock Option Plans. Such Limited Stock Appreciation Rights
shall be subject to such terms and conditions consistent with the Program as
the Committee shall impose from time to time, including the following:


 


(a)                                  A Limited Stock Appreciation Right
may be granted with respect to a stock option at the time of its grant or at
any time thereafter up to six (6) months prior to its expiration.


 


(b)                                 A Limited Stock Appreciation Right
will permit the holder to surrender any related stock option or portion thereof
which is then exercisable and to receive in exchange therefor cash in an amount
equal to:


 


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(i)                 The excess of the Fair Market Value
on the date of such election of one common share over the option price
multiplied by


 


(ii)              The number of shares covered by such option or portion
thereof which is so surrendered.


 


(c)                                  A Limited Stock Appreciation Right
granted to a participant who is subject to Section 16 of the Exchange Act may
be exercised only after six (6) months from its grant date (unless otherwise
permitted under Rule 16b-3 of the Securities and Exchange Commission) and only
during the sixty (60) day period commencing with the day following the date of
a Change In Control.


 


(d)                                 A Limited Stock Appreciation Right
may be granted to a participant regardless of whether such participant has been
granted a Stock Appreciation Right with respect to the same stock option.


 


(e)                                  In the event of the exercise of a
Limited Stock Appreciation Right, the number of shares reserved for issuance
hereunder shall be reduced by the number of shares covered by the stock option
or portion thereof surrendered.


 


10.                                 RESTRICTED STOCK
AWARDS PLAN. Restricted Stock Awards will consist of common shares transferred
to participants without other payment therefor as additional compensation for
their services to the Company or one of its subsidiaries. Restricted Stock
Awards shall be subject to such terms and conditions as the Committee
determines appropriate, including, without limitations, restrictions on the
sale or other disposition of such shares and rights of the Company to reacquire
such shares upon termination of the participant’s employment within specified
periods. Subject to such other restrictions as are imposed by the Committee,
the common shares covered by a Restricted Stock Award granted to a participant who
is subject to Section 16 of the Exchange Act may be sold or otherwise disposed
of only after six (6) months from the grant date of the award (unless otherwise
permitted under Rule 16b-3 of the Securities and Exchange Commission).


 


11.                                 PERFORMANCE UNITS
PLAN. Performance Units shall consist of monetary units granted to participants
which may be earned in whole or in part if the Company achieves certain goals
established by the Committee over a designated period of time, but not in any
event more than five (5) years. The goals established by the Committee may
include earnings per share, return on shareholder equity, return on average
total capital employed, and/or such other goals as may be established by the
Committee in its discretion. In the event the minimum corporate goal
established by the Committee is not achieved at the conclusion of a period, no
amount shall be paid to or vested in the participant. In the event the maximum
corporate goal is achieved, One Hundred percent (100%) of the monetary value of
the Performance Units shall be paid to or vested in the participants. Partial
achievement of the maximum goal may result in a 


 


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payment or
vesting corresponding to the degree of achievement. Payment of an award earned
may be in cash or in common shares or in a combination of both, and may be made
when earned, or vested and deferred, as the Committee in its sole discretion
determines. Deferred awards shall earn interest on the terms and at a rate determined
by the Committee. The number of shares reserved for issuance hereunder shall be
reduced by the largest whole number obtained by dividing monetary value of the
units at the commencement of the performance period by the market value of a
common share at such time, provided that such number of shares may again become
available for issuance under this Program as is provided in Paragraph 5 hereof.


 


12.                                 FOREIGN QUALIFIED
BENEFITS. Benefits under the Program may be granted to such employees of the
Company and its subsidiaries who are residing in foreign jurisdictions as the
Committee in its sole discretion may determine from time to time. The Committee
may adopt such supplements to the Program as may be necessary to comply with
the applicable laws of such foreign jurisdictions and to afford participants
favorable treatment under such laws; provided, however, that no Benefit shall
be granted under any such supplement with terms or conditions which are
inconsistent with the provisions as set forth under the Program.


 


13.                                 RESTRICTED STOCK
AWARDS FOR NON-EMPLOYEE DIRECTORS.


 


(a)                                  Each person elected a Non-Employee
Director at the annual shareholders meeting in 1991, 1992, 1993, 1994 and 1995
shall receive a Restricted Stock Award on that date covering a number of common
shares with a fair market value on the date of the award closest to, but not in
excess of, Twenty Thousand Dollars ($20,000).


 


(b)                                 ISSUANCE OF CERTIFICATES. As soon as
practicable following the date of the award the Company shall issue
certificates (“Certificates”) to the Non-Employee Director receiving the award,
representing the number of common shares covered by the award. At the
discretion of the Company, the Certificates shall bear legends describing the
restrictions on such shares imposed by this paragraph 13.


 


(c)                                  RIGHTS. Upon issuance of the
Certificates, the directors in whose names they are registered shall, subject
to the restrictions of this paragraph 13, have all of the rights of a
shareholder with respect to the shares represented by the Certificates,
including the right to vote such shares and receive cash dividends and other
distributions thereon.


 


(d)                                 RESTRICTED PERIOD. The shares
covered by awards granted under this paragraph 13 may not be sold or otherwise
disposed of within six (6) months following their grant date (unless otherwise 


 


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permitted under Rule
16b-3 of the Securities and Exchange Commission) and in addition shall be
subject to the restrictions of this paragraph 13 for a period (the “Restricted
Period”) commencing with the date of the award and ending on the earliest of
the following events:


 


(i)                 The date the director terminates or
retires from the Board;


 


(ii)              The date the director dies; or


 


(iii)           The date of occurrence of a Change in Control (as
defined in paragraph 19(c)).


 


(e)                                  RESTRICTIONS. All shares covered by
awards granted under this paragraph 13 shall be subject to the following
restrictions during the Restricted Period:


 


(i)                 The shares may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of.


 


(ii)              Any additional common shares of the Company or other
securities or property issued with respect to shares covered by awards granted
under this paragraph 13 as a result of any stock dividend, stock split or
reorganization, shall be subject to the restrictions and other provisions of
this paragraph 13.


 


(iii)           A director shall not be entitled to receive any shares
prior to completion of all actions deemed appropriate by the Company to comply
with federal or state securities laws and stock exchange requirements.


 


(f)                                    Except in the event of conflict, all
provisions of the Program shall apply to this paragraph 13. In the event of any
conflict between the provisions of the Program and this paragraph 13, this
paragraph 13 shall control. Those provisions of paragraph 16 which authorize
the Committee to declare outstanding restricted stock awards to be vested and
to amend or modify the terms of Benefits shall not apply to awards granted
under this paragraph 13.


 


14.                                 NONTRANSFERABILITY.
Each stock option and stock appreciation right granted under this Program shall
not be transferable other than by will or the laws of descent and distribution,
and shall be exercisable, during the participant’s lifetime, only by the
participant or the participant’s guardian or legal representative. A
participant’s interest in a Performance Unit shall not be transferable until
payment or delivery of the award is made.


 


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15.                                 OTHER PROVISIONS. The
award of any Benefit under the Program may also be subject to other provisions
(whether or not applicable to the Benefit awarded to any other participant) as
the Committee determines appropriate, including, without limitation, provisions
for the purchase of common shares under stock options in installments,
provisions for the payment of the purchase price of shares under stock options
by delivery of other common shares of the Company having a then market value
equal to the purchase price of such shares, restrictions on resale or other
disposition, such provisions as may be appropriate to comply with federal or
state securities laws and stock exchange requirements and understandings or
conditions as to the participant’s employment in addition to those specifically
provided for under the Program.


 


The Committee may, in its discretion, permit
payment of the purchase price of shares under stock options by delivery of a
properly executed exercise notice together with a copy of irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan
proceeds to pay the purchase price. To facilitate the foregoing, the Company
may enter into agreements for coordinated procedures with one or more brokerage
firms.


 


The Committee may, in its discretion and
subject to such rules as it may adopt, permit a participant to pay all or a
portion of the federal, state and local taxes, including FICA withholding tax,
arising in connection with the following transactions: (a) the exercise of a
Non-qualified Stock Option; (b) the lapse of restrictions on common shares
received as a Restricted Stock Award; or (c) the receipt or exercise of any
other Benefit; by electing (i) to have the Company withhold common shares, (ii)
to tender back common shares received in connection with such Benefit or (iii)
to deliver other previously acquired common shares of the Company having a fair
market value approximately equal to the amount to be withheld.


 


16.                                 TERM OF PROGRAM AND
AMENDMENT MODIFICATION, CANCELLATION OR ACCELERATION OF BENEFITS. No Benefit
shall be granted more than five (5) years after the date of the approval of
this Program by the shareholders; provided, however, that the terms and
conditions applicable to any Benefits granted prior to such date may at any
time be amended, modified or canceled by mutual agreement between the Committee
and the participant or such other persons as may then have an interest therein,
so long as any amendment or modification does not increase the number of common
shares issuable under this Program; and provided further, that the Committee
may, at any time and in its sole discretion, declare any or all stock options
and stock appreciation rights then outstanding under this Program or the Prior
Stock Option Plans to be exercisable, any or all then outstanding Restricted
Stock Awards to be vested, and any or all then outstanding Performance Units to
have been earned, whether or not such options, rights, awards or units are then
otherwise exercisable, vested or earned.


 


17.                                 AMENDMENT TO PRIOR
STOCK OPTION PLANS. No options or other Benefits shall be granted under the
Prior Stock Option Plans on or after the date of shareholder approval of this
Program.


 


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18.                                 TAXES. The Company
shall be entitled to withhold the amount of any tax attributable to any amount
payable or shares deliverable under the Program after giving the person
entitled to receive such amount or shares notice as far in advance as
practicable, and the Company may defer making payment or delivery if any such
tax may be pending unless and until indemnified to its satisfaction.


 


19.                                 DEFINITIONS.


 


(a)                                  FAIR MARKET VALUE. Except as
provided below, the Fair Market Value of the Company’s common shares shall be
determined by such methods or procedures as shall be established by the
Committee; provided that, in the case of any Limited Stock Appreciation Right
(other than a right related to an Incentive Stock Option), the Fair Market
Value shall be the higher of:


 


(i)                 The highest daily closing price of
the Company’s common shares during the sixty (60) day period following the
Change in Control; or


 


(ii)              The highest gross price paid or to be paid for the
Company’s common shares in any of the transactions described in paragraphs
19(c)(i) and 19(c)(ii).


 


(b)                                 SUBSIDIARY. The term “subsidiary”
for all purposes other than the Incentive Stock Option Plan described in
paragraph 6, shall mean any corporation, partnership, joint venture or business
trust, fifty percent (50%) or more of the control of which is owned, directly
or indirectly, by the Company. For Incentive Stock Option Plan purposes the
term “subsidiary” shall be defined as provided in Internal Revenue Code Section
425(f).


 


(c)                                  CHANGE IN CONTROL. A “Change in
Control” shall be deemed to have occurred on the earliest of the following
dates:


 


(i)                 the date any Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any securities
acquired directly from the Company or its Affiliates) representing 20% or more
of the combined voting power of the Company’s then outstanding securities,
excluding any Person who becomes such a Beneficial Owner in connection with a
transaction described in clause (a) of paragraph (iii) below; or


 


(ii)              the date the following individuals cease for any
reason to constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board of Directors and any
new director (other than a 


 


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director whose
initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board of Directors or nomination for election by the Company’s shareholders
was approved or recommended by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors on the date hereof or
whose appointment, election or nomination for election was previously so
approved or recommended; or


 


(iii)           the date on which there is consummated a merger or
consolidation of the Company or any direct or indirect subsidiary of the
Company with any other corporation or other entity, other than (a) a merger or
consolidation (I) immediately following which the individuals who comprise the
Board of Directors immediately prior thereto constitute at least a majority of
the Board of Directors of the Company, the entity surviving such merger or
consolidation or, if the Company or the entity surviving such merger or
consolidation is then a subsidiary, the ultimate parent thereof and (II) which
results in the voting securities of the Company outstanding immediately prior
to such merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), in combination with the ownership of any trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or any subsidiary of the Company, at least 50% of the combined voting
power of the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation, or (b) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired directly
from the Company or its Affiliates) representing 20% or more of the combined
voting power of the Company’s then outstanding securities; or


 


(iv)          the date the shareholders of the Company approve a
plan of complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s 


 


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assets, other than a
sale or disposition by the Company of all or substantially all of the Company’s
assets to an entity, at least 50% of the combined voting power of the voting
securities of which are owned by shareholders of the Company, in combination
with the ownership of any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any subsidiary of the Company, in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.


 


Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have  substantially the
same proportionate ownership in an entity which owns all or substantially all
of the assets of the Company immediately following such transaction or series
of transactions.


 


For
purposes of this Program: “Affiliate” shall have the meaning set forth in Rule
12b-2 promulgated under Section 12 of the Exchange Act; “Beneficial Owner”
shall have the meaning set forth in Rule 13d-3 under the Exchange Act;
and “Person” shall have the meaning given in Section 3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such
term shall not include (i) the Company or any of its subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its Affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company.


 


(d)                                 DISABILITY. The term “disability”
for all purposes of the Program shall mean the participant’s disability as
defined in subsection 4.1(a) of the Abbott Laboratories Extended Disability
Plan for twelve (12) consecutive months.


 


20.                                 ADJUSTMENT PROVISIONS.


 


(a)                                  If the Company shall at any time
change the number of issued common shares without new consideration to the
Company (such as by stock dividends or stock splits), the total number of
shares


 


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reserved for issuance
under this Program and the number of shares covered by each outstanding Benefit
and the purchase price of such shares shall be adjusted so that the aggregate
consideration payable to the Company and the value of each such Benefit shall
not be changed.  Subject to paragraph
20(c), the Committee shall also have the right to provide for the continuation
of Benefits or for other equitable adjustments after changes in the Company or
in the common shares resulting from reorganization, sale, merger,
consolidation, spin-off or similar occurrence.


 


(b)                                 Subject to paragraph 20(c), without
affecting number of shares otherwise reserved or available hereunder, the
Committee may authorize the issuance or assumption of Benefits in connection
with any merger, consolidation, acquisition of property or stock, or
reorganization upon such terms and conditions as it may deem appropriate.


 


(c)                                  Notwithstanding any other provision
of this Program or the Prior Stock Option Plans including the terms of any
Benefit granted hereunder, if the outstanding common shares of the Company
shall be combined, or be changed into, or exchanged for, another kind of stock
of the Company, into securities of another corporation, or into property
(including cash) whether through recapitalization, reorganization, sale,
merger, consolidation, spin-off, business combination or a similar transaction
(a “Transaction”), the Company shall cause its successor, acquiror (or ultimate
parent of any successor or acquiror), as applicable, to assume each stock
option, Stock Appreciation Right and Limited Stock Appreciation Right
outstanding immediately prior to the Transaction (or to cause new options or
rights to be substituted therefor). 
Pursuant to such assumed or substituted option or rights, participants
shall thereafter be entitled to receive, upon due exercise of any portion of
the option or right, (a) in the event of a Transaction in which the outstanding
common shares of the Company are combined, or changed into, or exchanged for,
solely another kind of stock of the Company or securities of another
corporation (disregarding, for this purpose, cash paid in lieu of fractional
shares), the securities which that person would have been entitled to receive
for common shares acquired through exercise of the same portion of such option
or right immediately prior to the effective date of such Transaction, and (b)
in the event of a Transaction in which the outstanding common shares of the
Company are changed into, or exchanged for, property (including cash) other
than solely stock of the Company or securities of another corporation
(disregarding, for this purpose, cash paid in lieu of fractional shares),
securities the fair market value of which immediately following the effective
date of such Transaction (as determined by the Committee) equals 


 


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the fair
market value (as determined by the Committee) of the property which that person
would have been entitled to receive for common shares acquired through exercise
of the same portion of such option or right immediately prior to the effective
date of such Transaction.  In each case
such assumed or substituted option or right shall continue to be subject to the
same terms and conditions (including, without limitation, with respect to any
right to receive “replacement options” upon option exercise) to which it was
subject immediately prior to the Transaction.


 


Notwithstanding
the immediately preceding paragraph, upon a Transaction in which the
outstanding common shares of the Company are changed into, or exchanged for,
property (including cash) other than solely stock of the Company or securities
of another corporation (disregarding, for this purpose, cash paid in lieu of
fractional shares) and which constitutes a Change in Control, each participant
may elect to receive, immediately following such Transaction in exchange for
cancellation of any stock option (other than an Incentive Stock Option granted
prior to June 20, 2003), Stock Appreciation Right or Limited Appreciation Right
held by such participant immediately prior to the Transaction, a cash payment,
with respect to each common share subject to such option or right, equal to the
difference between the value of consideration (as determined by the Committee)
received by the shareholders for a common share of the Company in the
Transaction, less any applicable purchase price.


 


(d)                                 Notwithstanding any other provision
of this Program or the Prior Stock Option Plans including the terms of any
Benefit granted hereunder, upon the occurrence of a Change in Control:


 


(i)                 All stock options then outstanding
under this Program or the Prior Stock Option Plans shall become fully
exercisable as of the date of the Change in Control, whether or not then
otherwise exercisable;


 


(ii)              All Stock Appreciation Rights and Limited Stock
Appreciation Rights then outstanding shall become fully exercisable as of the
date of the Change in Control, whether or not then otherwise exercisable;


 


(iii)           All terms and conditions of all Restricted Stock
Awards then outstanding shall be deemed satisfied as of the date of the Change
in Control; and


 


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(iv)          All Performance Units then outstanding shall be deemed
to have been fully earned and to be immediately payable, in cash, as of the
date of the Change in Control.


 


21.                                 AMENDMENT AND
TERMINATION OF PROGRAM. The Board of Directors may amend the Program from time
to time or terminate the Program at any time, but no such action shall reduce
the then existing amount of any participant’s Benefit or adversely change the
terms and conditions thereof without the participant’s consent. Paragraph 13 of
the Program may not be amended more frequently than once every six months other
than to comport with changes in the Internal Revenue Code of 1986, as amended,
or the rules thereunder, and no amendment of the Program shall result in any
Committee member losing his or her status as a “disinterested person” as
defined in Rule 16b-3 of the Securities and Exchange Commission with respect to
any employee benefit plan of the Company or result in the Program losing its
status as a protected plan under said Rule 16b-3.


 


22.                                 EFFECTIVE DATE. The
Program was originally adopted by the Board of Directors on February 8, 1991.


 


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