Exhibit 10.1




ALAMO GROUP INC.


 


2009 EQUITY INCENTIVE
PLAN

 


Section 1.  Background and Purpose
of the Plan.


 

            (a)       
Background.    The
name of this plan is the Alamo Group Inc. 2009 Equity Incentive Plan (the
“Plan”).  Alamo Group Inc., a Delaware corporation (the “Company”), established
an incentive compensation plan known as the “First Amended and Restated 1999
Non-Qualified Stock Option Plan,” effective August 31, 1999 (the “1999 Plan”). 
The 1999 Plan expires as of July 6, 2009.  Subject to the approval of the
Company’s stockholders, the Company now desires to adopt the Plan as of May 7,
2009, to replace the 1999 Plan, as set forth below.  

 

            (b)       
Purpose. 
The purpose of the Plan is to provide incentives to those officers,
employees, and directors of the Company and its direct and indirect subsidiaries
whose contributions are essential to the growth and success of the Company’s
business, in order to strengthen the long-term commitment of such persons to
the Company and its direct and indirect subsidiaries, and to help the Company
and its direct and indirect subsidiaries secure and retain the services of such
key persons.  To accomplish such purposes, the Plan provides that the Company
may grant Nonqualified Stock Options, Restricted Stock, and Restricted Stock
Units.  The Plan is intended to permit awards that satisfy the requirements of
Section 162(m) of the Code and shall be interpreted in a manner consistent with
the requirements therefor.

 


Section 2.  Definitions. 


 


            For purposes
of the Plan, in addition to terms defined elsewhere in the Plan, the following
terms shall be defined as set forth below:

 

            (a)        “Award” means
an award of Options, Restricted Stock, or Restricted Stock Units under the
Plan.

 

            (b)        “Award
Agreement” means, with respect to any Award, the written agreement between the
Company and the Participant setting forth the terms and conditions of the
Award.

 

            (c)        “Board”
means the Board of Directors of the Company.

 

            (d)        “Change in
Control” means, unless otherwise provided in an Award Agreement, the first to
occur of any one of the events set forth in the following paragraphs:

 

 (i)
a change in the ownership of the Company which occurs on the date that any one person,
or more than one person acting as a group (as such terms are defined in Section
13(d)(3) of the Exchange Act), becomes the “beneficial owner” (as defined in
Rule 13d-3 of the Exchange Act), directly or indirectly, of Shares representing
more than fifty percent (50%) of the total voting power of the issued and
outstanding stock of the Company entitled to vote in the election of directors
of the Company (“Voting Stock”) and such person or group has the power and
authority to vote such Shares; provided, however, that for purposes of this
subsection (i), the acquisition of additional Shares by any one person or
group who have then been owners of 10% or more of the Shares of the Company for
a continuous period at least ten (10) years will not be considered a Change in
Control; or 

 


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(ii)
a change in the effective control of the Company which occurs on the date that
a majority of members of the Board is replaced during any twelve
(12) month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the date of the
appointment or election; or 

 

(iii)
any sale, lease, exchange, or other disposition (in one transaction or a series
of related transactions) of all or substantially all of the assets of the
Company (together with the assets of the Company’s direct and indirect
subsidiaries) to any person or  more than one person acting as a group (as such
terms are defined in Section 13(d)(3) of the Exchange Act); provided, however,
that for purposes of this subsection (iii), a transfer of assets by the
Company to an entity that is controlled by the Company’s stockholders
immediately after the transfer will not be considered a Change in Control;  or

 

(iv)
the consummation of a merger or consolidation of the Company with another
entity in which immediately following the consummation of the transaction,
those stockholders of the Company immediately before the consummation of the
transaction cease to own collectively at least fifty percent (50%) of the
Voting Stock of the Company.

 

            (e)        “Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any
successor thereto.

 

            (f)         “Committee”
means the Compensation Committee of the Board, as appointed from time to time
by at least a majority of the whole Board.  

           


            (g)        “Common
Shares” means the shares of common stock, par value $0.10 per share, of the Company.     


 

            (h)        “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.     


 

            (i)         “Fair
Market Value” of a Share on a particular date shall mean (1) the closing sale
price reported for such Share on the national securities exchange or national
market system on which such Share is principally traded on such date (or, if
there were no trades on such date, on the most recently preceding day on which
there was a sale thereon), or (2) if the Shares are not then listed on a
national securities exchange or national market system, or if the value of such
Shares is not otherwise determinable, such value as determined by the Committee
in good faith in its sole discretion.  In making such determination, the
Committee should (but is not required to) use a valuation method that is
presumed reasonable under Treas. Reg. §1.409A-1(b)(5)(iv)(B)(2).  If the
Committee does not use a method that is presumed reasonable, the Committee
nevertheless shall use a method designed to comply with the reasonableness
requirements of Treas. Reg. §1.409A-1(b)(5)(iv)(B).

 


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            (j)         “Nonqualified
Stock Option” means an Option that by its terms is a nonqualified stock option
and that will not be treated as an “incentive stock option” within the meaning
of Section 422 of the Code.  

 

            (k)        “Option”
means a right to purchase Shares, granted to a Participant pursuant to the
Plan.  As used herein, the term “Option” shall include only a Nonqualified
Stock Option, and the Plan shall be construed in a manner that will effectuate
the intent for all Options granted hereunder to be treated as Nonqualified
Stock Options.    

 

            (l)         “Participant”
means the holder of an outstanding Award.  

           


            (m)       “Restricted
Stock” means Shares issued pursuant to an Award Agreement in accordance with
Section 7 of the Plan.  

 

            (n)        “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair
Market Value of one Share, granted pursuant to Section 8 of the Plan.  Each
Restricted Stock Unit represents an unfunded and unsecured obligation of the
Company.

           


            (o)        “Service
Provider” means an employee, officer, or director of the Company or any of the
Company’s direct or indirect subsidiaries.  For purposes of this paragraph, the
term “direct or indirect subsidiaries” shall refer only to those subsidiaries
that qualify as eligible issuers of the Company’s stock under Treas. Reg.
§1.409A-1(b)(5)(iii)(E).  

 

            (p)        “Shares”
means the Common Shares and the common equity of any successor security.

                       



Section 3.  Shares Subject to
the Plan.    

 

            (a)        There
shall be reserved and available for issuance under the Plan 400,000 Common
Shares.  In determining the terms and conditions of an Award hereunder, the
Committee shall not impose any conditions on the Common Shares (such as a
mandatory repurchase obligation or a put or call right) that would cause the
Common Shares issued under the Award not to be considered “Service Recipient
Stock” under Treas. Reg. §1.409A-1(b)(5)(iii).           


 

            (b)        To the
extent that (i) an Option expires or is otherwise cancelled or terminated
without being exercised as to the underlying Shares, (ii) any Shares subject to
any award of Restricted Stock or Restricted Stock Units are forfeited, or (iii)
Shares are withheld from payment of an Award in satisfaction of any minimum
federal, state, local, or foreign withholding requirements, such Shares shall
again be available for issuance in connection with future Awards granted under
the Plan.  The Shares issued under the Plan may be authorized but unissued
Common Shares, reacquired Common Shares, issued Common Shares held in the
Company’s treasury, or any combination of the foregoing.   

 


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            (c)        The
Company, during the term of the Plan, will at all times reserve and keep
available such number of Shares as will be sufficient to satisfy the requirements
of the Plan.  

 


Section 4.  Administration of
the Plan.  


 


            (a)        The
Plan shall be administered by the Committee.  The Committee shall consist
solely of two or more “Non-Employee Directors,” as defined in Rule
16b-3(b)(3)(i) of the Exchange Act.  

 

            (b)        To the
extent desirable to qualify transactions hereunder as exempt under Rule 16b-3
of the Exchange Act, the transactions contemplated hereunder will be structured
to satisfy the requirements for exemption under Rule 16b-3 of the Exchange Act.

 

            (c)        The
Committee shall have the power and authority, in its discretion:

 

(i)         to select the Service Providers to whom Awards may be granted
hereunder; 

 

(ii)        to determine whether and to what extent Options, Restricted
Stock, or Restricted Stock Units are to be granted hereunder to Service
Providers;

 

(iii)       to determine the number of Shares to be covered by each Award
granted hereunder;

 

(iv)       to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder;

 

(v)        to determine the terms and conditions, not inconsistent with
the terms of the Plan, which shall govern all written instruments evidencing
Awards granted hereunder;

 

(vi)       to adopt, alter, and rescind rules and regulations relating to
the Plan as it shall from time to time deem advisable; and

 

(vii)      to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan (and any Award Agreement relating thereto), and to
otherwise supervise the administration of the Plan.

 

In exercising such
discretion pursuant to this Section 4(c), the Committee shall ensure that a
grant of Options, Restricted Stock, or Restricted Stock Units is structured so
as not to cause a deferral of compensation under Code §409A and the Regulations
thereunder.

 

            (d)        The
Committee’s decisions, determinations, and interpretations will be final,
conclusive, and binding on all persons, including the Company and the
Participants.  No member of the Committee, nor any officer or employee of the
Company acting on behalf of the Committee, shall be personally liable for any
action, determination, or interpretation taken or made in good faith with
respect to the Plan, and all members of the Committee and each and any officer
or employee of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination, or interpretation.  

 


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Section 5.        Eligibility.


 

            The Participants
under the Plan shall be selected from time to time by the Committee, in its
sole discretion, from among Service Providers.  The Committee shall have the
authority to grant to any Service Provider Options, Restricted Stock, or
Restricted Stock Units, in accordance with the terms of the Plan.

 


Section 6.        Options.


 


            (a)       
General. 
Options may be granted alone or in addition to other Awards granted under the
Plan.  Any Option granted under the Plan shall be evidenced by an Award
Agreement.  The provisions of each Option need not be the same with respect to
each Participant.  The Committee shall determine the Service Providers to whom,
and the time or times at which, awards of Options shall be made, and the terms
of such Options, not inconsistent with the terms of the Plan.  Participants who
are granted Options shall enter into an Award Agreement with the Company, in
such form as the Committee shall determine, which Award Agreement shall set
forth, among other things, the exercise price of the Option, the term of the
Option, and provisions regarding exercisability of the Option granted
thereunder.  The Options granted under the Plan must be Nonqualified Stock
Options.  More than one Option may be granted to the same Participant and be
outstanding concurrently hereunder.  Options granted under the Plan shall be
subject to the terms and conditions set forth in paragraphs (b) –(h) of this
Section 6 and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

 

            (b)       
Exercise
Price.  The per share exercise price of Shares purchasable under an Option
shall be determined by the Committee in its sole discretion at the time of the
grant, but shall not be less than 100% of the Fair Market Value per Share as of
the date of grant.

 

            (c)       
Option
Term.  The term of such Option shall be fixed by the Committee, but no
Option shall be exercisable more than ten (10) years after the date such Option
is granted.  

 

            (d)       
Exercisability
and Vesting.  Options shall be exercisable and vested at such time or times
and subject to such terms and conditions as shall be determined by the
Committee in its sole discretion.  Unless otherwise provided in an Award
Agreement, Options shall vest and become exercisable at the rate of 20% of the
Shares subject to the Option on the first anniversary of the date of grant, and
as to an additional 20% of the Shares subject to the Option on each of the four
succeeding anniversaries on the date of grant, but only to the extent that the
Participant has continuously been a Service Provider through each such date.  In
accordance with Code §409A, if the Committee selects an exercise and vesting
schedule other than that set forth in this paragraph, such exercise and vesting
schedule shall be fixed as of the date of the Option grant and shall not
include any feature for the deferral of compensation other than deferral of
recognition of income until the later of (i) the exercise or disposition of the
Option under Treas. Reg. §1.83-7 or (ii) the time the stock acquired pursuant
to the exercise of the Option first becomes substantially vested (as defined in
Treas. Reg. §1.83-3(b).

 


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            (e)       
Method
of Exercise.  An Option may be exercised in whole or in part prior to the
expiration of such Option by giving written notice of exercise to the Company
specifying the number of Shares to be purchased, accompanied by full payment
for the Shares with respect to which the Option is exercised (together with
applicable withholding taxes).  Full payment may consist of any consideration
and method of payment authorized by the Committee and permitted by the Award
Agreement and the Plan.  

 

            (f)        
Rights
as a Stockholder.  Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to the Shares subject to an
Option, notwithstanding the exercise of the Option.  The Company will issue (or
cause to be issued) certificate(s) evidencing such Shares promptly after the
Option is exercised.

 

            (g)       
Nontransferability
of Options.  The Participant shall not be permitted to sell, transfer,
pledge, or assign any Option other than by: (i) will or the laws of descent and
distribution, or (ii) a qualified domestic relations order within the meaning
of Section 414(p) of the Code or any similar instrument.  All Options shall be
exercisable during the Participant’s lifetime only by the Participant. 


           


(h)        Termination of Relationship as a Service Provider.  


 

(1)              
Termination other than for Death.  If a Participant ceases
to be a Service Provider, other than upon the Participant’s termination as a
Service Provider as a result of the Participant’s death, the Participant may
exercise his or her Option within ninety (90) days of such termination of
service to the extent such Option is vested on the date Participant ceases to
be a Service Provider, but in no event later than the expiration of the term of
such Option as set forth in the Award Agreement.  If on the date the Participant
ceases to be a Service Provider the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option will
revert to the Plan.  If, after Participant ceases to be a Service Provider, the
Participant does not exercise his or her Option within the ninety (90) days
described above, the Option will terminate, and the Shares covered by the
Option will revert to the Plan.

 

(2)              
Termination by Reason of Death.  If a Participant either (i) dies
while a Service Provider, or (ii) dies within the ninety (90) day period
following the date the Participant ceases to be a Service Provider as described
in Section 6(h)(1) above, the Option may be exercised within twelve (12) months
following the Participant’s death to the extent such Option is vested on the
date of Participant’s death, but in no event later than the expiration of the
term of such Option as set forth in the Award Agreement.  Such Option may be
exercised by the personal representative of the Participant’s estate, or by the
person(s) to whom the Option is transferred pursuant to the Participant’s will
or in accordance with the laws of descent and distribution, provided that
documentation satisfactory to the Committee establishing the right of such
personal representative or heir to receive the Option from Participant is
provided to the Committee.   If on the date the Participant dies the
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the Plan.  If, after
Participant dies, the Participant’s Option is not exercised within the twelve
(12) months described above, the Option will terminate, and the Shares covered
by the Option will revert to the Plan.

 


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Section 7.  Restricted Stock.


 

            (a)       
General. 
Awards of Restricted Stock may be issued either alone or in addition to other
Awards granted under the Plan and shall be evidenced by an Award Agreement. 
The provisions of the awards of Restricted Stock need not be the same with
respect to each Participant.  The Committee shall determine the Service
Providers to whom, and the time or times at which, awards of Restricted Stock
shall be made; the number of Shares to be awarded; the price, if any, to be
paid by the Participant for the acquisition of the Restricted Stock, and the
Restricted Period (as defined in Section 7(c)) applicable to awards of
Restricted Stock.  

 

            (b)       
Awards and
Escrow.  The prospective recipient of an Award of Restricted Stock shall
not have any rights with respect to any such Award, unless and until such
recipient has executed an Award Agreement evidencing the Award and delivered a
fully executed copy thereof to the Company, within such period as the Committee
may specify after the award date.  Each Participant who is granted an Award of
Restricted Stock shall be issued a share certificate in respect of such Shares
of Restricted Stock, which certificate shall be registered in the name of the
Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to any such Award; provided, however,
that unless the Committee determines otherwise, (i) the Company as escrow agent
will hold the share certificates for all Shares of Restricted Stock until the
Restricted Period has ended and all restrictions on such Shares have lapsed,
and (ii) as a condition of Award of Restricted Stock, the Participant shall
have delivered a stock power, endorsed in blank, relating to the Shares covered
by such Award. 

 

            (c)       
Nontransferability
of Restricted Stock.  The Committee, in its sole discretion, shall
determine in the terms of the Award Agreement and the period during which the Restricted
Stock Award shall be subject to restrictions on transferability (the
“Restricted Period”).  During the Restricted Period, the Participant shall not
be permitted to sell, transfer, pledge, hypothecate, or assign Shares of
Restricted Stock awarded under the Plan except by: (i) will or the laws of
descent and distribution, or (ii) a qualified domestic relations order within
the meaning of Section 414(p) of the Code or any similar instrument.  The
Committee, in its sole discretion, may impose such other restrictions and
conditions on Shares of Restricted Stock as it may deem advisable or
appropriate, including the attainment of corporate or individual performance
goals.   

 


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            (d)       
Removal
of Restrictions.  Unless otherwise provided in an Award Agreement, the
Restricted Period shall end as to 25% of the total Shares of Restricted Stock
granted in an Award on the first anniversary of the date of grant, and as to an
additional 25% of the total Shares of Restricted Stock granted in an Award on
each of the three succeeding anniversaries of the date of grant, but only to
the extent that the Participant has continuously been a Service Provider
through each such date.  Shares of Restricted Stock covered by Restricted Stock
grants made under the Plan will be released from escrow on a rolling basis as
Restricted Periods end, such Shares to be released as soon as practicable after
the last day of the particular Restricted Period applicable to the Shares, or
at such other time as the Committee may determine.  

 

            (e)       
Rights
as a Stockholder.  Except as provided in Sections 7(b) and (c) above or as
otherwise provided in an Award Agreement, the Participant shall possess all
incidents of ownership with respect to Shares of Restricted Stock during the
Restricted Period, including the right to receive all dividends and
distributions paid with respect to such Shares and to vote such Shares.  If any
such dividends or distributions are paid in Shares, the Shares will be subject
to the same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid.  

 

            (f)        
Termination
of Relationship as a Service Provider.  Except as otherwise provided in an
Award Agreement, if a Participant ceases to be a Service Provider for any
reason during the Restricted Period, the Participant’s rights to Shares of
Restricted Stock for which restrictions have not lapsed will be forfeited back
to the Company and the Participant shall have no further rights thereto. 

 


Section 8.        Restricted
Stock Units.  


 

            (a)       
General. 
Awards of Restricted Stock Units may be issued either alone or in addition to
other Awards granted under the Plan and shall be evidenced by an Award
Agreement.  The provisions of the awards of Restricted Stock Units need not be
the same with respect to each Participant.  The Committee shall determine the
Service Providers to whom, and the time or times at which, awards of Restricted
Stock Units shall be made; the number of Restricted Stock Units to be awarded,
and the vesting period (as described in Section 8(c)) applicable to awards of
Restricted Stock Units.    

 

            (b)       
Awards. 
A Restricted Stock Unit Award shall be similar in nature to a Restricted Stock
Award except that no Shares are actually issued to a Participant (or held in
escrow for the benefit of Participant) until a later date specified in the
applicable Award Agreement.  Each Restricted Stock Unit shall have a value
equal to the Fair Market Value of a Share.

 

            (c)       
Vesting. 
The Committee, in its sole discretion, shall determine in the terms of the
Award Agreement the vesting schedule and other restrictions and conditions to
which the Restricted Stock Unit Award will be subject.  The Committee may set
vesting criteria based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued employment), or any
other basis determined by the Committee in its discretion.  Provided that the
conditions to the vesting of a Restricted Stock Unit are satisfied, and except
as provided in Section 8(e) hereof, upon satisfaction of all vesting conditions
with respect to a Restricted Stock Unit, such Restricted Stock Unit shall
vest.  

 


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            (d)       
Benefit
Upon Vesting.  Upon the vesting of the Restricted Stock Units, the
Participant shall be entitled to receive, as soon as practicable after the date
on which such Restricted Stock Unit vests, an amount in cash, Shares, or a
combination of the foregoing (as determined by the Committee in its sole
discretion) equal, per unit, to the Fair Market Value of a Share on the date on
which such Restricted Stock Unit vests. 

 

            (e)       
Termination
of Relationship as a Service Provider.  Except as otherwise provided in an
Award Agreement, if a Participant ceases to be a Service Provider for any
reason before the Restricted Stock Units have vested, the Participant’s rights
to unvested Restricted Stock Units shall be cancelled and the Participant shall
have no further rights thereto. 


 


Section 9.        Adjustments;
Dissolution or Liquidation; Change in Control.  


 


            (a)       
Adjustments. 
In the event that any dividend or other distribution (whether in the form
of cash, Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of Shares or other securities of
the Company, or other change in the corporate structure of the Company affecting
the Shares occurs, the  Committee, in order to prevent diminution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, will adjust the number and class of shares of stock that may be
delivered under the Plan and/or the number, class, and price of shares of stock
covered by each outstanding Award.

(b)       
Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of
the Company, the Committee will use its reasonable efforts to notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. To the extent it has not been previously exercised, an Award will
terminate immediately prior to the consummation of such proposed action. 

(c)       
Change
in Control. In the event of a Change in Control, each outstanding Award
will be treated as the Committee determines, including, without limitation,
that each Award be assumed or an equivalent option or right substituted by the
successor entity or a parent or affiliate of the successor entity. The Committee
will not be required to treat all Awards similarly in the transaction. Unless
otherwise provided in an Award Agreement, upon the occurrence of a Change in
Control, all outstanding Shares of Restricted Stock and Restricted Stock Units
granted to a Participant that have not theretofore vested shall immediately
vest, and each Option granted to a Participant and outstanding at such time
shall become fully and immediately vested and exercisable, unless such Awards
are either assumed or an equitable substitution is made therefor.  

 


Section 10.      Tax Withholding.

 

(a)       
Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an
Award (or exercise thereof), the Company will have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local, foreign or other taxes (including
the Participant’s FICA obligation) required to be withheld with respect to such
Award (or exercise thereof). 

 


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(b)       
Withholding
Arrangements. The Committee, in its sole discretion and pursuant to such
procedures as it may specify from time to time, may permit a Participant to
satisfy such tax withholding obligation, in whole or in part by (without
limitation): (i) paying cash, (ii) electing to have the Company
withhold otherwise deliverable cash or Shares having a Fair Market Value equal
to the minimum statutory amount required to be withheld, (iii) delivering
to the Company already-owned Shares having a Fair Market Value equal to the
minimum statutory amount required to be withheld, or (iv) any combination
thereof.  The Fair Market Value of the Shares to be withheld or delivered will
be determined as of the date that the taxes are required to be withheld. 

 


Section 11.      No Effect on
Employment or Service.


 

            Neither the Plan nor
any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company or a
Company’s direct or indirect subsidiary, nor will they interfere in any way
with the Participant’s right or the Company’s right (or the right of a
Company’s direct or indirect subsidiary) to terminate such relationship at any
time, with or without cause, to the extent permitted by applicable laws.

 


Section 12.      Term of Plan;
Amendment; Termination.


 

            The Plan will become
effective upon its adoption by the Board, subject to the approval of the
Company’s stockholders.  Unless terminated earlier pursuant to the terms of the
Plan, the Plan will continue in effect for a period of ten (10) years from the
effective date (the “Plan Term”).  No Award shall be granted pursuant to the
Plan after the end of the Plan Term, but Awards theretofore granted may extend
beyond the Plan Term.  The Board may at any time amend, alter, suspend or
terminate the Plan.  The Company shall obtain stockholder approval of any Plan
amendment, alteration, suspension, or termination to the extent necessary and
desirable to comply with applicable laws.  No amendment, alteration,
suspension, or termination of the Plan will impair the rights of any
Participant, unless mutually agreed otherwise by the Participant and the
Committee, which agreement must be in writing and signed by the Participant and
the Committee.

 


Section 13.      General
Provisions.

 

            (a)        Shares
shall not be issued pursuant to the exercise of any Award granted hereunder
unless the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act,
and the requirements of any stock exchange upon which the Shares may then be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance. The Company shall be under no obligation to
effect the registration pursuant to the Securities Act of 1933, as amended, of
any interests in the Plan or any Shares to be issued hereunder or to effect
similar compliance under any state laws. 

        

 


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            (b)        All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Shares may then be listed, and any applicable federal
or state securities law, and the Committee may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions. The Committee may require, as a condition of the issuance and
delivery of certificates evidencing Shares pursuant to the terms hereof, that
the recipient of such Shares make such agreements and representations as the Committee,
in its sole discretion, deems necessary or desirable. 

                

            (c)        No
fractional Shares shall be issued or delivered pursuant to the Plan. The
Committee shall determine whether cash, other Awards, or other property shall
be issued or paid in lieu of such fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated. 

           


            (d)        If
any provision of the Plan is held to be invalid or unenforceable, the other
provisions of the Plan shall not be affected but shall be applied as if the
invalid or unenforceable provision had not been included in the Plan. 

           


            (e)        The
Plan and all Awards shall be governed by the laws of the State of Delaware without
regard to its principles of conflict of laws.

           


           


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 


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