Exhibit
10.31


 


AMR
CORPORATION


 


2003
EMPLOYEE STOCK INCENTIVE PLAN


 


SECTION 1.           Purpose; Definitions.


 


The
purpose of the AMR Corporation 2003 Employee Stock Incentive Plan (the “Plan”)
is to enable AMR Corporation (the “Company”) to retain and reward employees of
the Company and its Subsidiaries and Affiliates, and strengthen the mutuality
of interests between such employees and the Company’s shareholders, by offering
such employees equity-based incentives in the Company.  


 


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


 


(a)  “Affiliate”
means any entity other than the Company and its Subsidiaries that is designated
by the Board as a participating employer under the Plan, provided that the
Company directly or indirectly owns at least twenty percent (20%) of the
combined voting power of all classes of stock of such entity or at least twenty
percent (20%) of the ownership interests in such entity.


 


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


 


(c)  “Cause”
means a felony conviction of a participant or the failure of a participant to
contest prosecution for a felony, or a participant’s willful misconduct or
dishonesty, any of which is directly and materially harmful to the business or
reputation of the Company or any Subsidiary or Affiliate.


 


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


 


(e)  “Committee”
means the Committee referred to in Section 2 of the Plan.  If at any time no Committee shall be in
office, then the functions of the Committee specified in the Plan shall be
exercised by the Board.


 


(f)  “Company”
means AMR Corporation, a corporation organized under the laws of the State of
Delaware, or any successor corporation.


 


(g)  “Deferred
Stock” means the right to receive Stock at the end of a specified deferral
period pursuant to Section 7.


 


(h)  “Disability”
means the receipt of benefits under a long term disability plan sponsored by a
Subsidiary.


 


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(i)  “Early
Retirement” means retirement, with the express of the Company at or before the
time of such retirement, from active employment by any Subsidiary or Affiliate.


 


(j)  “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time,
and any successor thereto.


 


(k)  “Fair
Market Value” means, as of any given date, unless otherwise determined by the
Committee in good faith, the mean between the highest and lowest quoted selling
price, regular way, of the Stock on the New York Stock Exchange or, if no
such sale of Stock occurs on the New York Stock Exchange on such date, the
fair market value of the Stock as determined by the Committee in good faith.


 


(l)  “Normal
Retirement” means retirement from active employment by any Subsidiary or
Affiliate pursuant to the retirement provisions of the applicable pension plan
of such entity.


 


(m)  “Plan”
means this AMR Corporation 2003 Stock Incentive Plan, as it may be amended from
time to time.


 


(n)  “Restricted
Stock” means shares of Stock that are subject to restrictions under
Section 6 below.


 


(o)  “Retirement”
means Normal or Early Retirement.


 


(p)  “Stock”
means the Common Stock, $1.00 par value per share, of the Company.


 


(q)  “Stock
Option” or “Option” means any option to purchase shares of Stock (including
Restricted Stock and Deferred Stock, if the Committee so determines) granted
pursuant to Section 5 below.


 


(r)  
“Subsidiary” means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if each of the corporations
(other than the last corporation in the unbroken chain) owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in the chain.


 


(s)  In
addition, the terms “Awards,” “Award,” “Change in Control,” “Potential Change
in Control” and “Change in Control Price” shall have the meanings set forth,
respectively, in Sections 2, 8(b), (c) and (d) below.


 


SECTION 2.           Administration.


 


The
Plan shall be administered by a committee of not less than two members of the
Board, who shall be appointed by, and serve at the pleasure of, the Board.  In selecting the members of the Committee,
the Board shall take into account the requirements for the members of the
Committee to be treated as “Non-Employee Directors” for purposes of
Rule 16b-3, as promulgated under Section 16 of the Exchange Act.  The functions of the Committee specified in
the Plan shall be exercised by the Board, if and to the extent that no Committee
exists which has the authority to so administer the Plan, or to the extent that
the Committee is not comprised 


 


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solely of Non-Employee Directors for purposes of
Rule 16b-3, as promulgated under Section 16 of the Exchange Act.


 


The
Committee shall have full authority to grant, pursuant to the terms of the
Plan, to officers and other key employees eligible under Section 4: (i)
Stock Options; (ii) Restricted Stock; and/or (iii) Deferred Stock
(collectively, the “Awards” and singularly, an “Award”).


 


In
particular the Committee shall have the authority:


 


(a)  to
select the employees of the Subsidiaries and Affiliates to whom Awards may from
time to time be granted hereunder;


 


(b)  to
determine whether and to what extent Awards, or any combination thereof, are to
be granted hereunder to one or more eligible employees;


 


(c)  subject
to the provisions of Sections 3 and 4, to determine the number of shares to be
covered by each such award granted hereunder;


 


(d)  to
determine the terms and conditions, not inconsistent with the terms of the
Plan, of any award granted hereunder (including, but not limited to, the share
price and any restriction or limitation, or any vesting, acceleration or waiver
of forfeiture restrictions regarding any Stock Option or other award and/or the
shares of Stock relating thereto, based in each case on such factors as the
Committee shall determine in its sole discretion);


 


(e)  to
determine whether, to what extent and under what circumstances a Stock Option
may be settled in cash, Restricted Stock and/or Deferred Stock under
Section 5(f) or 5(g), as applicable, instead of Stock;


 


(f)  to
determine whether, to what extent and under what circumstances an award of
Restricted Stock or Deferred Stock may be settled in cash;


 


(g)  to
determine whether, to what extent and under what circumstances Option grants
and/or other awards under the Plan and/or other cash awards made by the Company
are to be made, and operate, on a tandem basis vis-à-vis other awards under the
Plan and/or cash awards made outside of the Plan, or on an additive basis;


 


(h)  to
determine whether, to what extent and under what circumstances Stock and other
amounts payable with respect to an award under this Plan shall be deferred
either automatically or at the election of the participant (including providing
for and determining the amount (if any) of any deemed earnings on any deferred
amount during any deferral period);


 


(i)  with
respect to an award of Restricted Stock, to determine whether the right to vote
will be granted with such award and/or whether any dividends declared with
respect to such award will be paid in cash, additional Restricted Stock,
Deferred Stock or not at all;


 


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(j)  with
respect to an award of Deferred Stock, to determine whether any dividends
declared with respect to such award will be paid in cash, Restricted Stock,
additional Deferred Stock or not at all; and


 


(k)  to
determine the terms and conditions pursuant to which an Award may vest on a pro
rata basis or be terminated.


 


The
Committee shall have the authority: to adopt, alter and repeal such rules,
guidelines and practices governing the Plan as it shall, from time to time,
deem advisable; to interpret the terms and provisions of the Plan and any award
issued under the Plan (and any agreements relating thereto); and to otherwise
supervise the administration of the Plan.


 


All
decisions made by the Committee pursuant to the provisions of the Plan shall be
made in the Committee’s sole discretion and shall be final and binding on all
persons, including the Company and Plan participants.


 


SECTION 3.           Stock Subject to Plan.


 


The
total number of shares of Stock reserved and available for distribution under
the Plan shall be 42,680,000 shares. 
Such shares may consist, in whole or in part, of authorized and unissued
shares.


 


If any
shares of Stock that have been optioned cease to be subject to a Stock Option,
or if any such shares of Stock that are subject to any Restricted Stock or
Deferred Stock award granted hereunder are forfeited or any such award
otherwise terminates without a payment being made to the participant in the
form of Stock, such shares shall again be available for distribution in connection
with future awards under the Plan.


 


In the
event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split or other change in corporate structure affecting the
Stock, such substitution or adjustment shall be made in the aggregate number of
shares reserved for issuance under the Plan, in the number and option price of
shares subject to outstanding Options granted under the Plan, and in the number
of shares subject to other outstanding awards granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of shares subject to any award shall always be a whole number.


 


SECTION 4.           Eligibility;
Limitations.


 


All of
the employees of the Company and its Subsidiaries and Affiliates, including all
of those full-time employees in the United States who are “exempt employees,”
as defined under Fair Labor Standards Act of 1938, are eligible to receive
Awards under the Plan.  At least a
majority of the shares of Stock or shares of Stock underlying Options or other
Awards awarded under the Plan during any three-year period must be awarded to
employees who are not officers or directors of the Company.  No single officer of the Company may acquire
under the Plan more than one percent of the Stock outstanding at the time the
Plan is adopted.


 


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SECTION 5.           Stock Options.


 


Stock
Options may be granted alone, in addition to, or in tandem with, other awards
granted under the Plan.  Any Stock
Option granted under the Plan shall be in such form as the Committee may from
time to time approve.


 


Stock
Options granted under the Plan shall not be “incentive stock options” within
the meaning of Section 422 of the Code unless the Company obtains the required
shareholder approval of the Plan.


 


Options
granted under the Plan shall be subject to the following terms and conditions
and shall contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee shall deem desirable:


 


(a)  Option
Price.  The option price per
share of Stock purchasable under a Stock Option shall be determined by the
Committee at the time of grant; provided, that such option price may not be
less than the Fair Market Value of the Stock on the date the Stock Option is
granted.


 


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


 


(c)  Exerciseability. Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee.  If the
Committee provides, in its sole discretion, that any Stock Option is
exercisable only in installments, the Committee may waive such installment
exercise provisions at any time in whole or in part, based on such factors as
the Committee shall determine, in its sole discretion.


 


(d)  Method of
Exercise.  Subject to
whatever installment exercise provisions apply under Section 5(c) and
subject to whatever restrictions may be imposed by the Company, Stock Options
may be exercised in whole or in part at any time during the option period, by
giving written notice of exercise to the Company specifying the number of shares
to be purchased.  Such notice shall be
accompanied by payment in full of the purchase price in such manner and on such
reasonable terms and conditions as the Committee shall establish from time to
time.


 


No
shares of Stock shall be issued upon exercise of a stock option until full
payment therefor has been made.  An
optionee shall generally have the rights to dividends or other rights of a
shareholder with respect to shares subject to the Option when the optionee has
given written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in Section 11(a).


 


(e)  Transferability
of Options.  Unless the
Committee shall permit (on such terms and conditions as it shall establish) an
Option to be transferred to a member of the participant’s immediate family or
to a trust or similar vehicle for the benefit of such immediate family members,
no Option shall be assignable or transferable except by will or the laws of
descent and distribution, and except to the extent required by law, no right or
interest of any participant shall be subject to any lien, obligation or
liability of the participant.


 


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(f)  Buyout
Provisions.  The Committee
may at any time offer to buy out for a payment in cash, Stock, Deferred Stock
or Restricted Stock, an option previously granted hereunder, based on such
terms and conditions as the Committee shall establish and communicate to the
participant at the time that such offer is made.


 


(g)   Settlement
Provisions.  If the option
agreement so provides at grant or is amended after grant, and prior to the
exercise, to so provide (with the optionee’s consent), the Committee may
require that all or part of the shares to be issued with respect to the spread
value of an exercised Option take the form of Deferred or Restricted Stock,
which shall be valued on the date of exercise on the basis of the Fair Market
Value (as determined by the Committee) of such Deferred or Restricted Stock
determined without regard to the deferral limitations and/or the forfeiture
restrictions involved.


 


SECTION 6.           Restricted Stock.


 


(a)  Administration.  Shares of Restricted Stock may be issued
either alone, in addition to, or in tandem with, other awards granted under the
Plan and/or awards made outside of the Plan. 
The Committee shall determine the eligible persons to whom, and the time
or times at which, grants of Restricted Stock will be made, the number of
shares to be awarded, the price (if any) to be paid by the recipient of
Restricted, the time or times within which such awards may be subject to
forfeiture, and all other terms and conditions of the awards.


 


The
Committee may condition the grant of Restricted Stock upon the attainment of
specified Performance Criteria or such other factors as the Committee may
determine, in its sole discretion.


 


The
provisions of Restricted Stock awards need not be the same with respect to each
recipient.


 


(b)  Terms and
Conditions.  The shares of
Restricted Stock awarded pursuant to this Section 6 shall be subject to
the following terms and conditions:


 


(i)  Subject to
the provisions of this Plan and the award agreement, during a period set by the
Committee commencing with the date of such award (the “Restriction Period”),
the participant shall not be permitted to sell, transfer, pledge or assign
shares of Restricted Stock awarded under the Plan.  Within these limits the Committee, in its sole discretion, may
provide for the lapse of such restrictions in installments and may accelerate
or waive such restrictions in whole or in part, based on service and/or such
other factors as the Committee may determine, in its sole discretion.


 


(ii)  If and
when the Restriction Period expires without a prior forfeiture of the
Restricted Stock subject to such Restriction Period, certificates for an
appropriate number of unrestricted shares of Stock shall be delivered to the
participant promptly (unless the Committee decides pursuant to
Section 2(f) to settle the award in cash).


 


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(iii)  The
voting rights and/or dividend rights, if any, of the Restricted Stock award
shall be established by the Committee pursuant to Section 2(i).


 


SECTION 7.           Deferred Stock.


 


(a)  Administration.  Deferred Stock may be awarded either alone,
in addition to, or in tandem with, other awards granted under the Plan and/or
awards made outside of the Plan.  The
Committee shall determine the eligible persons to whom and the time or times at
which Deferred Stock shall be awarded, the number of shares of Deferred Stock
to be awarded to any person, the duration of the period (the “Deferral Period”)
during which, and the conditions under which, receipt of the Stock will be
deferred, and the other terms and conditions of the award in addition to those
set forth in Section 7(b).


 


The
Committee may condition the grant of Deferred Stock upon the attainment of such
factors or criteria as the Committee shall determine, in its sole discretion.


 


The
provisions of Deferred Stock awards need not be the same with respect to each
recipient.


 


(b)  Terms and
Conditions.  The shares of
Deferred Stock awarded pursuant to this Section 7 shall be subject to the
following terms and conditions:


 


(i)  Subject to
the provisions of this, Deferred Stock awards may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Deferral Period.  At the expiration of the Deferral Period (or
the Elective Deferral Period referred to in Section 7(b)(iii), where
applicable), stock certificates shall be delivered to the participant, or his
legal representative, in a number equal to the shares covered by the Deferred
Stock award (unless the Committee decides pursuant to Section 2(f) to
settle the award in cash).


 


(ii)  The
Committee may accelerate the vesting of all or any part of any Deferred Stock
award and/or waive the deferral limitations in whole or in part, based on
service and/or such other factors as the Committee may determine, in its sole
discretion.


 


(iii)  A
participant may elect to further defer receipt of an award (or an installment
of an award) for a specified period or until a specified event (the “Elective
Deferral Period”), subject in each case to such terms as are determined by the
Committee, all in its sole discretion. 
Subject to any exceptions adopted by the Committee, such election must
generally be made at least twelve (12) months prior to completion of the
Deferral Period for such Deferred Stock award (or such installment).


 


(iv)  The
dividend rights, if any, of the Deferred Stock award established by the
Committee pursuant to Section 2(k).


 


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SECTION 8.           Change in Control
Provisions.


 


(a)  Impact of
Event.  The Committee may
provide, at or after the date an Award is granted that, notwithstanding any
provisions of the Plan to the contrary, in the event of:


 


(i)  a “Change
in Control” as defined in Section 8(b), or


 


(ii)  a
“Potential Change in Control” as defined in Section 8(c), but only if and
to the extent so determined by the Committee or the Board (subject to any right
of approval expressly reserved by the Committee or the Board at the time of
such determination):


 


(A)  Any
Stock Options awarded under the Plan not previously exercisable and vested
shall become fully exercisable and vested;


 


(B)  The
restrictions and deferral limitations applicable to any Restricted Stock and
Deferred Stock, in each case to the extent not already vested under the Plan,
shall lapse and such shares and awards shall be deemed fully vested; and


 


(C)  The
value of all outstanding Awards to the extent vested may at the sole discretion
of the Committee at or after grant but prior to any Change in Control, be
cashed out on the basis of the “Change in Control Price” as defined in
Section 8(d) as of the date such Change in Control or such Potential
Change in Control is determined to have occurred or such other date as the
Committee may determine prior to the Change in Control.


 


(b)  Definition
of “Change in Control”.  For
purposes of Section 8(a), a “Change in Control” means the happening of any
of the following:


 


(i)  When any
“person” as defined in Section 3(a)(9) of the Exchange Act and as
used in Sections 13(d) and 14(d) thereof, including a “group” as
defined in Section 13(d) of the Exchange Act but excluding the
Company, any Subsidiary or any employee benefit plan sponsored or maintained by
the Company or any Subsidiary (including any trustee of such plan acting as
trustee), directly or indirectly, becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act, as amended from time to time), of
securities of the Company representing fifteen percent (15%) or more of the
combined voting power of the Company’s then outstanding securities;


 


(ii)  The
individuals who, as of the Effective Date of this Plan, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the Effective Date of the Plan whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board; or


 


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(iii)  Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company or the acquisition of
assets of another corporation (a “Business Combination”), in each case, unless,
following such Business Combination: (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
then outstanding shares of Stock of the Company and the combined voting power
of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than sixty percent
(60%) of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or
more subsidiaries); (B) no person (excluding any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, fifteen percent (15%)
or more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination; and
(C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or


 


(iv)  Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.


 


(c)  Definition
of Potential Change in Control. 
For purposes of Section 8(a), a “Potential Change in Control” means the
happening of any one of the following:


 


(i)  The
approval by shareholders of an agreement by the Company, the consummation of
which would result in a Change in Control of the Company as defined in
Section 8(b); or


 


(ii)  The
acquisition of beneficial ownership, directly or indirectly, by any entity,
person or group (other than the Company or a Subsidiary or any Company employee
benefit plan (including any trustee of such plan acting as such trustee)) of
securities of the Company representing five percent (5%) or more of the
combined voting power of the Company’s outstanding securities and the adoption
by the Board of a resolution to the effect that a Potential Change in Control
of the Company has occurred for purposes of this Plan.


 


(d)  Change in
Control Price.  For the
purposes of this Section 8, “Change in Control Price” means the highest
price per share paid in any transaction reported on the New York Stock
Exchange Composite Index, or paid or offered in any bona fide transaction
related to a potential 


 


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or actual Change
in Control of the Company at any time during the sixty (60) day period
immediately preceding the occurrence of the Change in Control (or, where
applicable, the occurrence of the Potential Change in Control event), in each
case as determined by the Committee.


 


SECTION 9.           Amendments and
Termination.


 


The
Board may amend, alter, or discontinue the Plan, but no amendment, alteration,
or discontinuation shall be made which would impair the rights of an optionee
or participant under an Award theretofore granted, without the optionee’s or
participant’s consent.


 


The
Committee may amend the terms of any Stock Option or other award theretofore
granted, prospectively or retroactively, but subject to Section 3 above,
no such amendment shall impair the rights of any holder without the holder’s
consent.


 


Subject
to the above provisions, the Board shall have broad authority to amend the Plan
to take into account changes in applicable securities and tax laws and
accounting rules, as well as other developments.


 


SECTION 10.    Unfunded Status of Plan.


 


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


 


SECTION 11.    General Provisions.


 


(a)  The
Committee may require each person purchasing shares pursuant to a Stock Option
or other award under the Plan to represent to and agree with the Company in
writing that the optionee or participant is acquiring the shares without a view
to distribution thereof.  The
certificates for such shares may include any legend that the Committee deems
appropriate to reflect any restrictions on transfer.


 


All
certificates for shares of Stock or other securities 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 Stock is then listed, and any applicable federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.


 


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(b)  Nothing
contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to stockholder approval if such
approval is required, and such arrangements may be either generally applicable
or applicable only in specific cases.


 


(c)  The
adoption of the Plan shall not confer upon any employee of the Company or any
Subsidiary or Affiliate any right to continued employment with the Company or a
Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way
with the right of the Company or a Subsidiary or Affiliate to terminate the
employment of any of its employees at any time.


 


(d)  Except
as the participant and the Company may otherwise agree, no later than the date
as of which an amount first becomes includible in the gross income of the
participant for federal income tax purposes with respect to any award under the
Plan, the participant shall pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, any federal, state, or
local taxes of any kind required by law to be withheld with respect to such
amount.  Unless otherwise determined by
the Committee, withholding obligations may be settled with Stock, including
Stock that is part of the award that gives rise to the withholding
requirement.  The obligations of the
Company under the Plan shall be conditional on such payment or arrangements,
and the Company and its Subsidiaries or Affiliates 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 participant.


 


(e)  The
actual or deemed reinvestment of dividends or dividend equivalents in
additional Restricted Stock (or in Deferred Stock or other types of Plan
awards) at the time of any dividend payment shall only be permissible if
sufficient shares of Stock are available under Section 3 for such
reinvestment (taking into account then outstanding Stock Options, Stock
Purchase Rights and other Plan awards).


 


(f)  The
Committee may permit a participant to postpone the delivery of Stock under any
award, including a Stock Option, under the Plan upon such terms and conditions
as the Committee shall determine.


 


(g)  The
Plan and all awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Delaware.


 


(h)   The recipient of an Award hereunder is
responsible for ensuring that all applicable taxes are paid when due.  The Corporation and any Subsidiary or
Affiliate reserve the right to sell all or any part of an Award and apply the
proceeds to the tax obligation, or to withhold an amount equal to such tax
obligation from the recipient’s salary, wages or any other payments made to the
recipient by a Subsidiary or Affiliate.


 


SECTION 12.    Effective Date of Plan.


 


The
Plan shall be effective as of March 18, 2003.


 


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SECTION 13.    Term of Plan.


 


No
Award shall be granted pursuant to the Plan on or after the tenth anniversary
of the date of shareholder approval, but awards granted prior to such tenth
anniversary may extend beyond that date, in accordance with the terms of such
awards.


 


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