EXHIBIT 10.19


 


AMENDED AND RESTATED

STEEL DYNAMICS, INC.

1996 INCENTIVE STOCK OPTION PLAN


 


I. PURPOSE AND
SCOPE OF PLAN.


 


1.1 Steel Dynamics, Inc.
(the “Company”) wishes to provide all Employees of the Company and its
Subsidiaries, each of whom is a key employee and each of whom is in a position
to materially affect the profitability and growth of the Company and its
Subsidiaries, an opportunity to acquire an ownership interest in the Company
and in the stockholder values which everyone is working to create, and in so
doing to encourage and motivate each such person to more fully identify his or
her increased welfare and well-being with that of the Company. These objectives
will be attained through periodic grants to such Employees of options to
purchase shares of the Company’s common stock (“Stock”).


 


1.2 Directors who
are also Employees are eligible to participate in this Amended and Restated
1996 Incentive Stock Option Plan (the “Plan”).


 


1.3 The awards
offered hereunder are not in lieu of but are supplemental to any salary or
other forms of compensation for services.


 


II. EFFECTIVE DATE
AND TERM OF PLAN.


 


2.1 The original
Plan became effective on October 28, 1996, upon the approval by the
Company’s stockholders on the same date. The Plan, as amended, was approved by
the Board of Directors November 2, 2000, and when approved by stockholders
on May 24, 2001, will be deemed effective as of November 2, 2000.
From and after the Effective Date, subject to Section 2.2 the Plan shall
remain in effect until all Stock subject to the Plan has been purchased or
acquired according to the Plan’s provisions; provided, however, that in no
event may any options be granted under the Plan on or after December 31,
2006.


 


2.2 The Board of
Directors or the Committee described in Section 5.1, as the case may be,
may at any time suspend or terminate the Plan. An option may not be granted
while the Plan is suspended or after it is terminated, but any rights and
obligations under any option granted while the Plan is in effect shall not be
deemed altered or impaired by suspension or termination of the Plan, except
with the consent of the person to whom the option was granted. The power of the
Board of Directors or the Committee, as the case may be, to administer and
construe any option granted prior to suspension or termination of the Plan
under Section 5.3 shall nevertheless continue after any such suspension or
termination.


 


III. DEFINITIONS.


 


When any word or
phrase appears in this Plan with the initial letter capitalized, and the word
or phrase does not commence a sentence, that word or phrase, unless a clearly
different meaning is required by the context, shall generally be given a
meaning ascribed to it in this Section or elsewhere if the word or phrase
is defined within quotation marks. The following words or phrases shall have
the following meanings:


 


3.1 “Board” means
the Board of Directors of the Company.


 


3.2 “Code” means
the Internal Revenue Code of 1986, as amended from time to time.


 


3.3 “Committee”
means the Committee of the Board described in Article V, if any, or, in
lieu of a separate Committee, the full Board.


 


3.4 “Company”
means Steel Dynamics, Inc., an Indiana corporation, and its Subsidiaries.


 

















 


3.5 “Disability”
means termination of employment with the Company or any of its Subsidiaries as
a result of an Employee’s inability to perform substantially his or her duties
and responsibilities to the Company or any of its Subsidiaries by reason of a
physical or mental disability or infirmity (i) for a continuous period of six
(6) months, or (ii) at such earlier time as such Employee submits
medical evidence satisfactory to the Committee, or the Committee otherwise
determines, that such Employee has a physical or mental disability or infirmity
that will prevent such Employee from substantially performing his or her duties
and responsibilities for six months or longer.


 


3.6 “Effective
Date” means the date determined under Section 2.1.


 


3.7 “Employees”
means full time employees of the Company and its Subsidiaries, including officers,
managers, supervisors, professionals, and hourly employees, whose jobs
contemplate service of not less than 1,000 hours annually.


 


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


 


3.9 “Fair Market
Value” means, as of any date, the value of the Stock determined as follows:


 


(i) If the
Stock is listed on any established stock exchange or a national market system,
including without limitation the NASDAQ National Market of the National
Association of Securities Dealers, Inc. Automated Quotation (NASDAQ)
System, the Fair Market Value of a share of Stock shall be the closing sales
price for such Stock (or the closing bid, if no sales were reported) as quoted
on such system or exchange (or the exchange with the greatest volume of trading
in the Stock) on the last market trading day prior to the Grant Date, as
reported in the Wall Street Journal or such other source as the Committee deems
reliable;


 


(ii) If the
Stock is quoted on the NASDAQ System (but not on the NASDAQ National Market
thereof) or is regularly quoted by a recognized securities dealer but selling
prices were not reported, the Fair Market Value of a share of Common Stock
shall be the mean between the high bid and low asked prices for the Stock on
the last market trading day prior to the Grant Date, as reported in the Wall
Street Journal or such other source as the Committee deems reliable;


 


(iii) In the
absence of an established market for the Stock, the Fair Market Value shall be
determined in good faith by the Committee, and for purposes of the first Grant
Date described in Section 6.2 Fair Market Value shall be deemed to be the
price of a share of Common Stock established by the Company’s underwriters on
the effective date of the Company’s Registration Statement and reflected in the
pricing amendment filed with the Securities and Exchange Commission in
connection therewith.


 


3.10 “Grant Date”
means the date upon which an Option has been granted as prescribed in Section 6.2.


 


3.11 “Incentive
Stock Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.


 


3.12 “Nonstatutory
Stock Option” means an Option not intended to qualify or otherwise not qualifying
as an Incentive Stock Option.


 


3.13 “Option”
means a stock option granted pursuant to the Plan.


 


3.14 “Option
Agreement” means a written agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. The Option
Agreement is subject to the terms and conditions of the Plan.


 


3.15 “Optionee”
means an Employee who holds an outstanding Option.


 


3.16 “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.


 


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3.17 “Plan” means
the Steel Dynamics, Inc. 1996 Incentive Stock Option Plan, as Amended and
Restated herein.


 


3.18 “Rules” means
the regulations promulgated by the Securities and Exchange Commission under Section 16
of the Exchange Act.


 


3.19 “Securities
Act” means the Securities Act of 1933, as amended from time to time.


 


3.20 “Stock” means
the $0.01 par value common stock of the Company and such other securities of
the Company as may be substituted for Stock pursuant to the terms of the Plan.


 


3.21 “Subsidiary”
means and is limited to any wholly-owned subsidiary.


 


IV. SHARES OF
STOCK SUBJECT TO THE PLAN.


 


4.1 The total
number of shares of Stock of the Company reserved and available for
distribution pursuant to Options granted hereunder shall not exceed, in the
aggregate, 4,903,000 shares of the authorized Stock of the Company, subject to
adjustment described below. Any shares issued by the Company through the
assumption or substitution of outstanding grants from an acquired company shall
not reduce the shares available for Options under the Plan.


 


4.2 Stock which
may be acquired under the Plan may be either authorized but unissued shares or
shares of issued Stock held by the Company’s treasury, or both, at the
discretion of the Committee. Whenever any outstanding Option or portion thereof
expires, is canceled, is forfeited or is otherwise terminated for any reason
without having been exercised or without having been fully vested, the shares
allocable to the expired, canceled, forfeited or otherwise terminated portion
of the Option may again be the subject of Options granted hereunder.


 


4.3 In the event
of any stock dividend, stock split, combination or exchange of shares,
recapitalization or other change in the capital structure of the Company,
corporate separation or division (including, but not limited to, split-up,
split-off, spin-off or distribution to Company stockholders other than a normal
cash dividend), sale by the Company of all or a substantial portion of its
assets, rights offering, merger, consolidation, reorganization or partial or
complete liquidation, or any other corporate transaction or event having an
effect similar to any of the foregoing, the aggregate number of shares reserved
for issuance under the Plan, the number and Option price of shares subject to
outstanding Options, and any other characteristics or terms of the Options as
the Committee shall deem necessary or appropriate to reflect equitably the
effects of such changes to the Optionees, shall be appropriately substituted
for new shares or adjusted, as determined by the Committee in its discretion.
Notwithstanding the foregoing, each such adjustment, if any, with respect to
any Option shall comply with the rules of Section 424(a) of the
Code, and in no event shall any adjustment be made which would render any
Option granted hereunder anything other than an incentive stock option for
purposes of Section 422 of the Code, except as otherwise contemplated by Section 6.4(d),
or without the consent of the Optionee.


 


V. ADMINISTRATION.


 


5.1 The Plan shall
be administered by the Board. If the Board elects to do so, however, it may
appoint a committee of directors to administer the Plan and make such rules as
it deems necessary to govern the operation of such committee. Such committee
shall be composed solely of two or more members of the Board, each of whom
shall be both (i) a “non-employee director” as such term is defined in Rule 16b-3
promulgated under Section 16 of the Exchange Act or any successor
provision, and (ii) “outside directors” as that term is used in Section 162
of the Code and the regulations promulgated thereunder.


 


5.2 The Board
shall administer the Plan so as to comply at all times with Rule 16b-3 of
the Exchange Act, and Sections 162, 421, 422, and 424 of the Code. To the
extent that any provision hereof or in any option granted hereunder is not in
compliance with any such rule or requirement, such provision shall be
deemed modified so as to


 


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be in compliance
with such rule or requirement, or if such modification is not possible,
shall be deemed to be null and void as it relates solely to such noncompliance.


 


5.3 The Board has
the exclusive power, authority and discretion, without further stockholder
approval, to:


 


(a) Determine
the terms and conditions, not inconsistent with the terms hereof, of any Option
granted hereunder;


 


(b) Adopt,
alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable;


 


(c) Interpret
the terms and provisions of the Plan and any Option granted and any Option
Agreements relating thereto;


 


(d) Accelerate
or waive any term, condition, or restriction, but solely in such a manner as
not to render any Option otherwise qualified hereunder nonqualified;


 


(e) Notwithstanding
anything to contrary herein, but subject at all times to the requirements of
SEC Rule 16b-3, Regulation T, the Code, and other federal, state and local
tax and securities laws, the Board may determine the methods and manner of
exercise of options or the means by which the exercise price of an Option may
be paid, including the form of payment and the methods by which shares of Stock
shall be delivered or transferred to Employees. Without limiting the power and
discretion conferred on the Board pursuant to the preceding sentence, the Board
may, in the exercise of its discretion, but need not, delegate to and contract
with an authorized and licensed bank, trust company or broker to provide any
administrative or other services otherwise required to be provided under the
terms hereof by the Company or by the Board, in which case notices and
deliveries to and from such bank, trust company or broker shall be deemed for
all purposes hereunder to be notice and delivery to or from the Company or the
Board, as the case may be. Likewise, the Board may allow an Optionee to pay the
exercise price of an Option, in addition to the manner described in Section 6.4(f),
by one or more of the following methods: (i) in the form of shares of our
common stock already owned by the option holder having an aggregate fair market
value on the date the option is exercised equal to the aggregate exercise price
to be paid; (ii) by requesting cancellation, without payment, of
outstanding and exercisable options for the number of shares of our common
stock whose aggregate fair market value on the date of exercise, when reduced
by their aggregate exercise price, equals the aggregate exercise price of the
options being exercised; or (iii) by employing a “cashless exercise” or “same
day sale” facility provided by an authorized bank, trust company or broker.


 


(f) Prescribe
the form of each Option Agreement, which need not be identical for each
Optionee; and


 


(g) Supervise
the administration of the Plan and decide all other matters that must be
determined in connection with an Option or this Plan.


 


If an option
expires or terminates without having been exercised in full, the unpurchased
shares will continue to be available for subsequent award under the Amended
Plan.


 


5.4 The Board’s
interpretation of the Plan, any Options granted under the Plan, any Option
Agreement, and all decisions and determinations by the Board with respect to
the Plan shall be final, binding, and conclusive on all parties.


 


5.5 The Board may
employ such legal counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion received from any
such counsel or consultant and any computation received from any such
consultant or agent. Expenses incurred by the Board in engaging such counsel,
consultant or agent shall be paid by the Company.


 


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VI. STOCK OPTIONS.


 


6.1 All Employees
are eligible to receive grants of Options hereunder.


 


6.2 Subject to the
provisions of this Plan, grants of Options to Employees shall occur twice
annually, on November 21 for the six (6) month period May 21
through November 20, and on May 21 for the six (6) month period November 21
through May 20. Options on each Grant Date shall be provided to each
Employee in the following position categories and in the following amounts,
based upon the Fair Market Value of the Stock for that particular Grant Date,
as determined under the provisions of Section 3.9 (any fractional share of
Stock to be rounded up to the next whole share):


 


	
  Position

  	
   

  	
  Grants Per Year

  	
   

  	
  Semi-Annual Grant Value

  	
   

  
	
  President

  	
   

  	
  2

  	
   

  	
  $

  	
  80,000.00

  	
   

  
	
  Vice-President

  	
   

  	
  2

  	
   

  	
  60,000.00

  	
   

  
	
  Vice-President

  	
   

  	
  2

  	
   

  	
  45,000.00

  	
   

  
	
  Manager

  	
   

  	
  2

  	
   

  	
  30,000.00

  	
   

  
	
  Supervisors/Professionals

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grade 3

  	
   

  	
  2

  	
   

  	
  15,000.00

  	
   

  
	
  Grade 2

  	
   

  	
  2

  	
   

  	
  12,500.00

  	
   

  
	
  Grade 1

  	
   

  	
  2

  	
   

  	
  10,000.00

  	
   

  
	
  Hourly

  	
   

  	
  2

  	
   

  	
  2,500.00

  	
   

  
							



 


6.3 The Options
granted hereunder shall be evidenced by an Option Certificate, or an electronic
equivalent thereof, issued on behalf of the Company by an officer designated by
the Board, which Option Certificate or electronic confirmation shall be subject
to the terms of an Option Agreement to be executed or otherwise entered into or
confirmed by the Company and the Optionee. Unless otherwise provided by the
Board, the terms of the Option Agreement shall be deemed incorporated into all
future Option Certificates or electronic confirmations. The Option Agreement
shall describe the Options and shall state that the Options reflected in all
Option Certificates or electronic confirmations issued pursuant thereto shall
be subject to all of the terms and provisions of the Plan. The Option Agreement
may also contain such other terms and provisions, consistent with the Plan, as
the Board may approve.


 


6.4 Subject to the
Board’s authority under Section 5.3, Options granted under the Plan shall
be governed by the following additional terms and conditions:


 


(a) EXERCISE
PRICE. The price per share under any Option granted hereunder shall be at one
hundred percent (100%) of the Fair Market Value (110% in the case of an
Incentive Stock Option granted to an Employee who, at the time the Option is
granted, owns Stock of the Company or any Subsidiary or Parent of the Company
possessing more that ten percent (10%) of the total combined voting power of
all classes of stock of the Company or of any Subsidiary or Parent of the
Company) on the date of grant, determined in the manner required by Section 3.9


 


(b) TERM OF
OPTION: EXERCISE. The time within which any Option granted hereunder shall be
exercisable shall be not earlier than six (6) months nor later than five (5) years
from the applicable Grant Date, subject to Sections 6.4(j), (k) and (l).
The Optionee must remain in the continuous employment of the Company or any of
its Subsidiaries from the date of the grant of the Option to and including the
date of exercise of the Option in order to be entitled to exercise such Option.
Options granted hereunder shall be exercisable in such manner and at such dates
as the Board may specify or otherwise permit. Any options granted prior to the
approval of this Plan by the Company’s stockholders shall not be exercisable
until such time as the Plan has been so approved. Continuous employment shall
not be deemed to be interrupted by transfers between the Company and one or
more of its Subsidiaries. The Board shall, at its discretion, determine the
effect of approved leaves of absence and all other matters having to do with “continuous
employment.” Where an Optionee dies or is disabled while employed by the
Company or any of its


 


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Subsidiaries, his
or her Options may be exercised following such death or disability in
accordance with the provisions of Sections 6.4(j) and (k) hereof.


 


(c) TYPE OF
OPTION. Each Option granted hereunder shall be designated in the Option
Agreement as either an Incentive Stock Option or as a Nonstatutory Stock
Option, in order to take into account that the limitations described in Section 6.4(d) and/or
elsewhere herein are or may be exceeded by the cumulative total of the grants
contemplated by Section 6.2 to a specific person, such that the Options
covered by such excess grants are rendered Nonstatutory Stock Options.


 


(d) INDIVIDUAL
DOLLAR LIMITATIONS. The aggregate Fair Market Value (determined as of the time
of Option Grant) of all shares of Stock with respect to which Incentive Stock
Options are first exercisable by an Optionee in any calendar year may not
exceed $100,000.00. To the extent that the aggregate Fair Market Value of the
Stock with respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000.00, such Options shall
be treated as Nonstatutory Stock Options, and such Nonstatutory Stock Options,
at the time of grant, shall be specifically so designated.


 


(e) INDIVIDUAL
SHARE LIMITATIONS. In any fiscal year of the Company, no Employee shall be
granted Options to purchase more than three hundred thousand (300,000) shares.


 


(f) PAYMENT.
No shares of Stock shall be issued until full payment therefor has been made,
and an Optionee shall not have any rights to dividends or other rights of a
stockholder with respect to shares subject to an Option until such time as the
Stock is issued in the name of the Optionee following exercise of the Option in
accordance herewith. Payment may be made in cash (by certified or bank check or
such other instrument as the Board may prescribe or accept) or in any other
manner, including those described in Section 5.3(e). Full payment shall
also be made, no later than the time of issuance of the shares subject to
answer, in respect of any tax withholding obligations contemplated by Section 9.2,
either in cash, as described herein, or by any of the methods described in Section 5.3(e).


 


(g) NOTICE.
Each Option shall be exercised, in whole or in part, by notifying the Company,
in written form or electronically in the manner prescribed by the Board and in
sufficient detail to enable the Company to determine the person’s intent, and
by delivering or transmitting full payment to the Company for the shares being
purchased.


 


Unless the Board
determines that such restrictions are no longer applicable because the Stock
being issued is registered under the Securities Act of 1933, as amended (the “Act”)
and a prospectus in respect thereof is current, each such notice shall contain
representations on behalf of the Optionee, as prescribed by the Board, that he
or she acknowledges that the Company is selling the shares being acquired by
him or her under a claim of exemption from registration under the Act, as a
transaction not involving any public offering; that he or she represents and
warrants that the shares are being acquired with a view to “investments” and
not with a view to distribution or resale; and that he or she agrees not to
transfer, encumber or dispose of the shares unless: (i) a registration
statement with respect to the shares shall be effective under the Act, together
with proof satisfactory to the Company that there has been compliance with
applicable state laws, or (ii) the Company shall have received an opinion
of counsel in form and content satisfactory to the Company to the effect that
the transfer qualifies under Rule 144 or some other disclosure exemption
from registration and that no violation of the Act or applicable state
securities laws will be involved in such transfer, and/or such other
documentation in connection therewith as the Company’s counsel may require.


 


(h) The
Company may endorse such legend or legends upon the certificates for Stock
issued pursuant to a grant hereunder, and may issue such “stop transfer”
instructions to its transfer agent in respect of such Stock, on the electronic
equivalent thereof, as, in its discretion, it determines necessary or
appropriate to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Act, to implement the provisions of the Plan
and any Option Agreement hereunder, or to permit the Company to determine the
occurrence of a disqualifying disposition, as described in Section 421(b) of
the Code, of Stock transferred upon execution of an Option granted under the
Plan.


 


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(i) NONTRANSFERABILITY
OF OPTIONS. No Options shall be transferable by the Optionee otherwise than by
will, by the laws of descent and distribution, pursuant to a Qualified Domestic
Relations Order (“QDRO”), or as permitted under the Rules, and all Options
shall be exercisable, during the Optionee’s lifetime, only by the Optionee. No
right or interest of an Employee in any Option may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Employee to any other party other than the Company or a Subsidiary.


 


(j) TERMINATION
BY REASON OF DEATH. Unless otherwise determined by the Board at or after grant,
if an Optionee’s employment by the Company terminates by reason of death, any
Option held by such Optionee may thereafter be exercised, to the extent then
exercisable or on such accelerated basis as the Board may determine at or after
grant, by the legal representative of the estate or by the legatee of the
Optionee under the will of the Optionee, for a period of one hundred eighty
(180) days (or such shorter period as the Board may specify at grant) from the
date of such death or until the expiration of the stated term of such Option,
whichever period is shorter.


 


(k) TERMINATION
BY REASON OF DISABILITY. Unless otherwise determined by the Board at or after
grant, if an Optionee’s employment by the Company terminates by reason of
Disability, any Option held by such Optionee may thereafter be exercised by the
Optionee, to the extent it was exercisable at the time of termination, or on
such accelerated basis as the Board may determine at or after grant, for a
period of ninety (90) days (or such shorter period as the Board may specify at
grant) from the date of such termination of employment or until the expiration
of the stated term of such Option, whichever period is shorter; provided,
however, that, if the Optionee dies within such ninety day (or such shorter
period as the Board shall specify at grant), any unexercised Option held by
such Optionee shall thereafter be exercisable to the extent to which it was
exercisable at the time of death for a period of one hundred eighty (180) days
from the date of such death or until the expiration of the stated term of such
Option, whichever period is shorter.


 


(l) RESIGNATION
BY OPTIONEE; TERMINATION BY COMPANY WITHOUT CAUSE. Unless otherwise determined
by the Board at or after grant, if an Optionee voluntarily resigns from his employment
with the Company, or is terminated by the Company other than for cause (as
herein defined), any Option held by such Optionee may thereafter be exercised
by the Optionee, to the extent it was exercisable at the time of termination,
or on such accelerated basis as the Board may determine at or after grant, for
a period of ninety (90) days (or such shorter period as Board may specify at
grant) from the date of such resignation or termination of employment or the
expiration of the stated term of such Option, whichever period is shorter;
provided, however, that, if the Optionee dies within such ninety (90)-day
period, any unexercised Option held by such Optionee shall thereafter be
exercisable, to the extent to which it was exercisable at the time of death,
for a period of one hundred eighty (180) days from the date of such death or
until the expiration of the stated term of such Option, whichever period is
shorter. “Cause” shall mean either (i) if the Optionee has an employment
agreement with the Company, the definition of Cause included in such employment
agreement, or (ii) if the Optionee does not have an employment agreement
with the Company, the termination of the Optionee’s employment with the Company
because of (i) the willful failure by the Optionee (other than by reason
of incapacity due to physical or mental illness) to perform any material duty
in connection with the Optionee’s employment with the Company, (ii) the
conviction of the Optionee of a felony or the Optionee’s plea of no contest to
a felony, or (iii) the perpetration by the Optionee of a material
dishonest act or fraud against the Company or any Parent or Subsidiary thereof.


 


(m) OTHER
TERMINATION. Unless otherwise determined by the Board at or after grant, if an
Optionee’s employment by the Company terminates for any reason other than
death, disability, the Optionee’s resignation, or termination by the Company
other than for Cause, the Option shall thereupon terminate.


 


VII. AMENDMENTS
AND TERMINATION.


 


7.1 PLAN
AMENDMENT. The Board may amend, alter or discontinue the Plan at any time and
from time to time, but no amendment, alteration, or discontinuation shall be
made (i) which would impair the rights of an Optionee under an Option
award previously granted, without the Optionee’s consent, or (ii) which,
if such approval is not obtained, requires stockholder approval under the
Rules.


 


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7.2 INCENTIVE
STOCK OPTION AMENDMENT. The Board may amend the terms of any Option granted,
prospectively or retroactively, but no such amendment shall impair the rights
of any Optionee without the Optionee’s consent. The Board may also substitute
new Options for previously granted Options, including previously granted
Options having higher option prices. Subject to the above provisions, the Board
shall have broad authority to amend the Plan to take into account changes in
applicable tax laws, securities laws and accounting rules, as well as other
developments.


 


VIII. UNFUNDED
STATUS OF PLAN.


 


8.1 The Plan is
intended to constitute an “unfunded” plan for incentive compensation. With
respect to any payments not yet made to an Optionee by the Company, nothing
contained herein shall give any such Optionee any rights that are greater than
those of a general creditor of the Company. In its sole discretion, the Board
may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Stock; provided, however, that,
unless the Board otherwise determines with the consent of the affected
Optionee, the existence of such trusts or other arrangements is consistent with
the unfunded status of the Plan.


 


IX. GENERAL
PROVISIONS.


 


9.1 NONGUARANTY OF
EMPLOYMENT. The adoption of the Plan shall not confer upon any Optionee any
right to continued employment with the Company nor shall it interfere in any
way with the right of the Company to terminate its relationship with any of its
employees at any time.


 


9.2 WITHHOLDING OF
TAXES. No later than the date as of which an amount first becomes includible in
the gross income of the Optionee for federal income tax purposes with respect
to any Option under the Plan, the Optionee shall pay to the Company or make
arrangements satisfactory to the Board regarding the payment of any federal
state or local taxes of any kind required by law to be withheld with respect to
such amount. The obligations of the Company under the Plan shall be conditioned
on such payment or arrangements and the Company shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Optionee.


 


9.3 NO STOCKHOLDER
RIGHTS. No Option shall give the Employee any of the rights of a stockholder of
the Company unless and until shares of Stock are in fact issued to such person
in connection with such Option.


 


9.4 EXPENSES. The
expenses of administering the Plan shall be borne by the Company and its
Subsidiaries.


 


9.5 FRACTIONAL
SHARES. No fractional shares of Stock shall be issued, and the Board shall
determine, in its discretion, whether cash shall be given in lieu of fractional
shares or whether such fractional shares shall be eliminated by rounding up.


 


9.6 SEVERABILITY.
The provisions of this Plan, and any administrative rules and regulations
prescribed by the Board in connection with this Plan, shall be applied in all
cases so as to comply with the requirements of Rule 16b-3 of the
Securities Exchange Act of 1934 and with Sections 162, 421, 422 and 424 of the
Internal Revenue Code, and any Plan provision, administrative rule or
other action that would conflict with or violate any of the foregoing will be
deemed severed from the Plan, amended as deemed necessary to comply, or
otherwise rendered ineffective to the maximum extent permissible to maintain
compliance with such applicable rules or statutes. Specifically, but
without limitation, any change to the terms of an option that would require
approval by the Board of Directors as a new option grant or which would
otherwise not be exempt from Section 16(b) of the Securities Exchange
Act of 1934 in the absence of Board approval shall be deemed ineffective and of
no force whatsoever unless and until such approval has been properly secured
(provided, however, that, unless otherwise prohibited, such approval may be
declared effective retroactively). In like manner, should any provision of this
Plan or administrative rule, regulation or action taken pursuant to this Plan,
by the Board or otherwise, if applied to an existing option, be such as to
constitute a modification, extension or renewal of that option, within the
meaning of Section 424(h)(1) of the Internal Revenue Code, such
provision, ruling or action shall not be applied retroactively to any existing
options but shall be applied only prospectively to then current and future
options.


 


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9.7 GOVERNING LAW.
To the extent not governed by federal law, the Plan and all Option Agreements
shall be construed in accordance with and governed by the laws of the State of
Indiana.


 


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