exv10w10



 




 Exhibit 10.10

Sovereign Bancorp, Inc.

1993 Stock Option Plan




 









 








Table of Contents




	 	 	 	 	 
	Article	 	Page	 
	ARTICLE 1. PURPOSE OF THE PLAN
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 3. ADMINISTRATION OF THE PLAN
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 4. COMMON STOCK SUBJECT TO THE PLAN
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 5. STOCK OPTIONS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 6. ELIGIBILITY
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 7. TERM AND EXERCISE OF OPTIONS
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 8. TERMINATION OF EMPLOYMENT AFTER VESTING
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 9. ADJUSTMENT PROVISIONS
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 10. ONE-TIME GRANT OF STOCK OPTIONS TO NON-EMPLOYEE
DIRECTORS
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 11. GENERAL PROVISIONS
	 	 	11	 






i









 






ARTICLE 1. PURPOSE OF THE PLAN





	 	1.1	 	Purpose — The Sovereign Bancorp, Inc. 1993 Stock Option Plan (the “Plan”) is
intended to provide eligible employees of Sovereign Bancorp, Inc. (the “Corporation”) and
its subsidiaries an opportunity to acquire Common Stock of the Corporation. The Plan is
designed to help the Corporation attract, retain and motivate employees to make substantial
contributions to the success of the Corporation’s business.
	 
	 	1.2	 	Stock Options to be Granted — Options granted under this Plan are intended to be
Incentive Stock Options within the meaning of Code Section 422(b); however, Nonqualified
Stock Options may also be granted within the limitations of the Plan herein described.





ARTICLE 2. DEFINITIONS





	 	2.1	 	“Agreement” — The written instrument evidencing the grant of an Option. A
Participant may be issued one or more Agreements from time to time, reflecting one or more
Options.
	 
	 	2.2	 	“Board” — The Board of Directors of the Corporation.
	 
	 	2.3	 	“Code” — The Internal Revenue Code of 1986, as amended.
	 
	 	2.4	 	“Committee” — The Committee which the Board appoints to administer the Plan.
	 
	 	2.5	 	“Common Stock” — The common stock of the Corporation (no par value) as described
in the Corporation’s Articles of Incorporation, or such other stock as shall be substituted
therefor.
	 
	 	2.6	 	“Corporation” — Sovereign Bancorp, Inc. or any Subsidiary.
	 
	 	2.7	 	“Director” — A member of the Board who is not an Employee.
	 
	 	2.8	 	“Employee” — Any executive officer and non-executive officer employed by the
Corporation.
	 
	 	2.9	 	“Exchange Act” — The Securities Exchange Act of 1934, as amended.
	 
	 	2.10	 	“Incentive Stock Option” — A stock option intended to satisfy the Requirements
of Code Section 422(b).
	 
	 	2.11	 	“Nonqualified Stock Option” — A stock option other than an Incentive Stock
Option.
	 
	 	2.12	 	“Optionee” — A Participant who is awarded a Stock Option pursuant to the
provisions of the Plan.
	 
	 	2.13	 	“Participant” — An Employee or Director who receives a grant of an Option under
the Plan.
	 
	 	2.14	 	“Plan” — Sovereign Bancorp, Inc. 1993 Stock Option Plan.




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	 	2.15	 	“Retirement” — Separation from service on account of early, normal or late
retirement, as described in the Sovereign Bancorp, Inc. Pension Plan or its successor.
	 
	 	2.16	 	“Securities Act” — The Securities Act of 1933, as amended.
	 
	 	2.17	 	“Stock Option” or “Option” — An award of a right to purchase Common
Stock pursuant to the provisions of the Plan.
	 
	 	2.18	 	“Subsidiary” — A subsidiary corporation as defined in Code Section 424(f) that
is a subsidiary of the Corporation.





ARTICLE 3. ADMINISTRATION OF THE PLAN





	 	3.1	 	The Committee — The Plan shall be administered by a committee of the Board (the
“Committee”) composed of three or more members of the Board, all of whom are “disinterested
persons,” as such term is defined under the rules and regulations adopted from time to time
by the Securities and Exchange Commission pursuant to Section 16(b) of the Exchange Act,
including specifically but without limitation, Rule 16b-3 and any successor rule. The Board
may from time to time remove members from, or add members to, the Committee. Vacancies on
the Committee, howsoever caused, shall be filled by the Board. The Committee shall have no
discretion as to the amount, price or timing of any Option granted under Section 10.1 of the
Plan.
	 
	 	3.2	 	Powers of the Committee -






	 	(a)	 	The Committee shall be vested with full authority to make such
rules and regulations as it deems necessary or desirable to administer the Plan
and to interpret the provisions of the Plan, unless otherwise determined by the
Board. Any determination, decision or action of the Committee in connection
with the construction, interpretation, administration or application of the
Plan shall be final, conclusive and binding upon all Optionees and any person
claiming under or through an Optionee, unless otherwise determined by the
Board.
	 
	 	(b)	 	Subject to the terms, provisions and conditions of the Plan and
subject to review and approval by a majority of the disinterested members of
the Board, the Committee, shall have exclusive jurisdiction to:






	 	(1)	 	determine who are the Corporation’s executive
and non-executive officers and therefore Employees under the Plan;
	 
	 	(2)	 	select the Employees to be granted Options (it
being understood that more than one Option may be granted to the same
person);
	 
	 	(3)	 	determine the number of shares subject to each
Option;
	 
	 	(4)	 	determine the date or dates when the Options
will be granted;




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	 	(5)	 	determine the purchase price of the shares
subject to each Option in accordance with Article 5 of the Plan;
	 
	 	(6)	 	determine the date or dates when each Option
may be exercised within the term of the Option specified pursuant to
Article 7 of the Plan;
	 
	 	(7)	 	determine whether or not an Option constitutes
an Incentive Stock Option; and
	 
	 	(8)	 	prescribe the form, which shall be consistent
with the Plan, of the Agreement evidencing any Options granted under
the Plan.






	 	3.3	 	Terms — The grant of an Option under the Plan shall be evidenced by an Agreement
and may include any terms and conditions consistent with this Plan, as the Committee may
determine.
	 
	 	3.4	 	Liability — No member of the Board or the Committee shall be liable for any
action or determination made in good faith by the Board or the Committee with respect to
this Plan or any Options granted under this Plan.





ARTICLE 4. COMMON STOCK SUBJECT TO THE PLAN





	 	4.1	 	Common Stock Authorized — The aggregate number of shares of Common Stock for
which Options may be granted under the Plan shall not exceed 410,000 shares. The limitation
established by the preceding sentence shall be subject to adjustment as provided in Article
9 of the Plan.
	 
	 	4.2	 	Shares Available — The Common Stock to be issued upon exercise of Options
granted under the Plan shall be the Corporation’s Common Stock which shall be made available
at the discretion of the Board, either from authorized but unissued Common Stock or from
Common Stock acquired by the Corporation, including shares purchased in the open market. In
the event that any outstanding Option under the Plan for any reason expires or is
terminated, the shares of Common Stock allocable to the unexercised portion of such Option
may thereafter be regranted subject to Option under the Plan.





ARTICLE 5. STOCK OPTIONS





	 	5.1	 	Exercise Price — The exercise price per share of Common Stock shall be equal to
or greater than 100 percent of the fair market value of one share of Common Stock on the
date the Option is granted, except that the purchase price per share shall be 110 percent of
such fair market value in the case of an Incentive Stock Option granted to any individual
described in Section 6.2 of the Plan. The exercise price shall be subject to adjustment
only as provided in Article 9 of the Plan.
	 
	 	5.2	 	Limitation on Incentive Stock Options — The aggregate fair market value
(determined as of the date an option is granted) of the stock with respect to which
Incentive Stock Options are exercisable for the first time by any individual in any calendar
year (under the Plan and all other plans maintained by the Corporation) shall not exceed
$100,000.




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	 	5.3	 	Determination of Fair Market Value -






	 	(a)	 	During such time as Common Stock is not listed on an
established stock exchange or exchanges but is listed in the NASDAQ National
Market System, the fair market value per share shall be the closing sale price
for the Common Stock on the day the Option is granted, if no sale of Common
Stock has occurred on that day, the fair market value shall be determined by
reference to such price for the next preceding day on which a sale occurred.
	 
	 	(b)	 	During such time as the Common Stock is not listed on an
established stock exchange or in the NASDAQ National Market System, fair market
value per share shall be the mean between the closing dealer “bid” and “asked”
prices for the Common Stock for the day of the grant, and if no “bid” and
“asked” prices are quoted for the day of the grant, the fair market value shall
be determined by reference to such prices on the next preceding day on which
such prices were quoted.
	 
	 	(c)	 	If the Common Stock is listed on an established stock exchange
or exchanges, the fair market value shall be deemed to be the closing price of
Common Stock on the principal exchange on the day the Option is granted or, if
no sale of Common Stock has been made on any stock exchange on that day, the
fair market value shall be determined by reference to such price for the next
preceding day on which a sale occurred.
	 
	 	(d)	 	In the event that the Common Stock is not traded on an
established stock exchange or in the NASDAQ National Market System, and no
closing dealer “bid” and “asked” prices are available on the date of a grant,
then fair market value will be the price established by the Committee in good
faith.






	 	5.4	 	Cashless Exercise — In addition, at the request of a Participant and to the
extent permitted by applicable law, the Corporation may, in its sole discretion, selectively
approve arrangements with a brokerage firm under which such brokerage firm, on behalf of the
Participant, shall pay to the Corporation the exercise price of the Stock Options being
exercised, and the Corporation, pursuant to an irrevocable notice from the Participant,
shall promptly deliver the shares being purchased to such firm.





ARTICLE 6. ELIGIBILITY





	 	6.1	 	Participation — Options shall be granted only to persons who are Employees of
the Corporation, as determined by the Committee, and ratified by a majority of the
disinterested members of the Board. Neither the members of the Committee nor any member of
the Board who is not an employee of the Corporation shall be eligible to receive an Option
under the Plan.
	 
	 	6.2	 	Incentive Stock Option Eligibility — Notwithstanding any other provision of the
Plan, an individual who owns more than 10 percent of the total combined voting power of all
classes of outstanding stock of the Corporation shall not be eligible for the grant of an
Incentive Stock Option, unless the special requirements set forth in Sections 5.1 and 7.2 of
the Plan are satisfied. For purposes of this Section 6.2, in determining stock




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	 	 	 	ownership, an individual shall be considered as owning the stock owned, directly or
indirectly, by or for such individual’s brothers and sisters (whether by the whole or half
blood), spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by
or for a corporation, partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or beneficiaries. “Outstanding stock”
shall include all stock actually issued and outstanding immediately before the grant of the
Option. “Outstanding stock” shall not include shares authorized for issue under outstanding
Options held by the Optionee or by any other person.






	 	6.3	 	Board Participation — Notwithstanding the provisions of Section 6.1, any
Director (who is not an Employee of the Corporation) shall be granted Options under this
Plan only pursuant to Article 10.





ARTICLE 7. TERM AND EXERCISE OF OPTIONS





	 	7.1	 	Vesting Schedule — An Optionee shall have a cumulative vested interest in the
right to exercise an Option granted hereunder determined only by reference to continuous
employment with the Corporation following the date of grant of the Option, as follows:





	 	 	 
	Period of Continuous	 	Cumulative
	Employment Following Grant	 	Vested Percentage
	Less than 5 years

	 	0
	 	 	 
	5 years or more
	 	100







	 	7.2	 	Termination — Each Option granted under the Plan shall terminate on the date
determined by the Committee and approved by a majority of the disinterested members of the
Board, and specified in the Agreement; provided, however, that (i) each intended Incentive
Stock Option granted to an individual described in Section 6.2 of the Plan shall terminate
not later than five years after the date of the grant, (ii) each other intended Incentive
Stock Option shall terminate not later than ten years after the date of grant, and (iii)
each Option granted under the Plan which is intended to be a Nonqualified Stock Option shall
terminate not later than ten years and one month after the date of grant. Each Option
granted under the Plan shall become exercisable only after the earlier of the date on which
(i) the Optionee has completed continuous employment with the Corporation or provided
services as a Director to the Corporation, immediately following the date of the grant of
the Option, in accordance with Section 7.1 above, or (ii) a Change of Control occurs. If a
Change of Control or an event described in Section 8.3 hereof occurs, Stock Options granted
to non-executive officers shall become immediately exercisable notwithstanding the
application of Section 7.1 of the Plan. In addition, if a Change of Control or an event
described in Section 8.3 hereof occurs, Stock Options granted to executive officers and
Directors shall become exercisable, as follows:




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	Period of Continuous	 	Cumulative
	Employment Following Grant	 	Vesting Percentage
	Less than one year
	 	0
	 	 	 
	One year or more
	 	20
	 	 	 
	Two years or more
	 	40
	 	 	 
	Three years or more
	 	60
	 	 	 
	Four years or more
	 	80
	 	 	 
	Five years or more
	 	100







	 	 	 	The Committee at its discretion may provide further limitations on the exercisability of
Options granted under the Plan. An Option may be exercised only during the continuance of
the Optionee’s employment, except as provided in Article 8 of the Plan.
	 
	 	7.3	 	Exercise -






	 	(a)	 	A person electing to exercise an Option shall give written
notice to the Corporation of such election and of the number of shares he has
elected to purchase, in such form as the Committee shall have prescribed or
approved, and shall at the time of exercise tender the full purchase price of
the shares he has elected to purchase. The purchase price shall be paid in
full, in cash, upon the exercise of the Option, provided, however, that in lieu
of cash, with the approval of the Committee at or prior to exercise, an
Optionee may exercise an Option by tendering to the Corporation shares of
Common Stock owned by the Optionee and having a fair market value equal to the
cash exercise price applicable to the Option (with the fair market value of
such stock to be determined in the manner provided in Article 5 hereof) or by
delivering such combination of cash and such shares as the Committee in its
sole discretion may approve. Notwithstanding the foregoing, Common Stock
acquired pursuant to the exercise of an Incentive Stock Option may not be
tendered as payment unless the holding period requirements of Code Section
422(a)(1) have been satisfied.
	 
	 	(b)	 	A person holding more than one Option at any relevant time may,
in accordance with the provisions of the Plan, elect to exercise any such
Option in any order.
	 
	 	(c)	 	For purposes of Subsection 7.2 above, a “Change of Control”
shall be deemed to have occurred if:






	 	(1)	 	any “Person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), except for any of the
Corporation’s employee benefit plans, or any entity holding the
Corporation’s voting securities for, or pursuant to, the terms of any
such plan (or any trust forming a part thereof) (the “Benefit
Plan(s)”), is or becomes the beneficial owner,




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	 	 	 	directly or indirectly, of the Corporation’s securities representing
19.9% or more of the combined voting power of the Corporation’s then
outstanding securities, other than: (A) pursuant to a transaction
excepted in Clauses (3) or (4); or (B) pursuant to a Buyer Acquisition
Transaction (as defined in the Investment Agreement (the “Investment
Agreement”), between the Corporation and Banco Santander Central
Hispano, S.A., dated as of October 24, 2005, as it may be thereafter
amended) effectuated in accordance with the terms of the Investment
Agreement other than a Buyer Acquisition Transaction contemplated in
Sections 8.06 through 8.08 and 8.10 of the Investment Agreement;






	 	(2)	 	there occurs a contested proxy solicitation of
the Corporation’s shareholders that results in the contesting party
obtaining the ability to vote securities representing 19.9% or more of
the combined voting power of the Corporation’s then outstanding
securities;
	 
	 	(3)	 	a binding written agreement is executed (and,
if legally required, approved by the Corporation’s shareholders)
providing for a sale, exchange, transfer, or other disposition of all
or substantially all of the assets of the Corporation or of Sovereign
Bank to another entity, except to an entity controlled directly or
indirectly by the Corporation;
	 
	 	(4)	 	the shareholders of the Corporation approve a
merger, consolidation, or other reorganization of the Corporation,
unless:






	 	(A)	 	under the terms of the agreement
approved by the Corporation’s shareholders providing for such
merger, consolidation, or reorganization, the shareholders of
the Corporation immediately before such merger, consolidation,
or reorganization, will own, directly or indirectly immediately
following such merger, consolidation, or reorganization, at
least 51% of the combined voting power of the outstanding voting
securities of the Corporation resulting from such merger,
consolidation, or reorganization (the “Surviving Corporation”)
in substantially the same proportion as their ownership of the
voting securities immediately before such merger, consolidation,
or reorganization;
	 
	 	(B)	 	under the terms of the agreement
approved by the Corporation’s shareholders providing for such
merger, consolidation, or reorganization, the individuals who
were members of the Board immediately prior to the execution of
such agreement will constitute at least 51% of the members of
the board of directors of the Surviving Corporation after such
merger, consolidation, or reorganization; and




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	 	(C)	 	based on the terms of the
agreement approved by the Corporation’s shareholders providing
for such merger, consolidation, or reorganization, no Person
(other than (i) the Corporation or any Subsidiary, (ii) any
Benefit Plan, (iii) the Surviving Corporation or any subsidiary
of the Surviving Corporation, or (iv) any Person who,
immediately prior to such merger, consolidation, or
reorganization had beneficial ownership of 19.9% or more of the
then outstanding voting securities) will have beneficial
ownership of 19.9% or more of the combined voting power of the
Surviving Corporation’s then outstanding voting securities;






	 	(5)	 	a plan of liquidation or dissolution of the
Corporation, other than pursuant to bankruptcy or insolvency laws, is
adopted;
	 
	 	(6)	 	during any period of two consecutive years,
individuals, who at the beginning of such period, constituted the Board
cease for any reason to constitute at least a majority of the Board
unless the election, or the nomination for election by the
Corporation’s shareholders, of each new director was approved by a vote
of at least two thirds of the directors then still in office who were
directors at the beginning of the period; or
	 
	 	(7)	 	the occurrence of a Triggering Event within the
meaning of the Second Amended and Restated Rights Agreement, between
the Corporation and Mellon Investor Services LLC, as rights agent,
dated as of January 19, 2005, as amended on October 24, 2005, and as it
may be further amended from time to time.




Notwithstanding Clause (1), a Change in Control shall not be deemed to have occurred if a Person
becomes the beneficial owner, directly or indirectly, of the Corporation’s securities representing
19.9% or more of the combined voting power of the Corporation’s then outstanding securities solely
as a result of an acquisition by the Corporation of its voting securities which, by reducing the
number of shares outstanding, increases the proportionate number of shares beneficially owned by
such Person to 19.9% or more of the combined voting power of the Corporation’s then outstanding
securities; provided, however, that if a Person becomes a beneficial owner of 19.9% or more of the
combined voting power of the Corporation’s then outstanding securities by reason of share purchases
by the Corporation and shall, after such share purchases by the Corporation, become the beneficial
owner, directly or indirectly, of any additional voting securities of the Corporation (other than
as a result of a stock split, stock dividend or similar transaction), then a Change in Control of
the Corporation shall be deemed to have occurred with respect to such Person under Clause (1). In
no event shall a Change in Control of the Corporation be deemed to occur under Clause (1) with
respect to Benefit Plans.




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ARTICLE 8. TERMINATION OF EMPLOYMENT AFTER VESTING





	 	8.1	 	Retirement — In the event of Retirement, an Option shall lapse at the earlier of
the term of the Option or:






	 	(a)	 	In the case of an Incentive Stock Option, three months from the
date of Retirement; and
	 
	 	(b)	 	in the case of Options other than Incentive Stock Options, up
to 24 months, at the discretion of the Committee, from the date of Retirement.






	 	8.2	 	Voluntary Termination — In the event of voluntary termination of employment at
the election of the Optionee or termination at the election of the Corporation, all Options
shall lapse as of the date of termination.
	 
	 	8.3	 	Death or Total and Permanent Disability — In the event of termination due to
death or “Total and Permanent Disability” as defined in Code Section 72m(7), an Option shall
lapse at the earlier of the term of the Option or one year after termination due to such
causes.





ARTICLE 9. ADJUSTMENT PROVISIONS





	 	9.1	 	Share Adjustments -






	 	(a)	 	In the event that the shares of Common Stock of the
Corporation, as presently constituted, shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of the
Corporation or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise) or if the number of such shares of stock shall be
increased through the payment of a stock dividend, then, subject to the
provisions of Subsection (c) below, there shall be substituted for or added to
each share of stock of the Corporation which was theretofore appropriated, or
which thereafter may become subject to an Option under the Plan, the number and
kind of shares of stock or other securities into which each outstanding share
of the stock of the Corporation shall be so changed or for which each such
share shall be exchanged or to which each such share shall be entitled, as the
case may be. Outstanding Options shall also be appropriately amended as to
price and other terms, as may be necessary to reflect the foregoing events.
	 
	 	(b)	 	If there shall be any other change in the number or kind of the
outstanding shares of the stock of the Corporation, or of any stock or other
securities in which such stock shall have been changed, or for which it shall
have been exchanged, and if a majority of the disinterested members of the
Board shall, in its sole discretion, determine that such change equitably
requires an adjustment in any Option which was theretofore granted or which may
thereafter be granted under the Plan, then such adjustment shall be made in
accordance with such determination.




 9









 












	 	(c)	 	The grant of an Option pursuant to the Plan shall not affect in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge, to consolidate, to dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.






	 	9.2	 	Corporate Changes — A dissolution or liquidation of the Corporation, or a merger
or consolidation in which the Corporation is not the surviving Corporation, shall cause each
outstanding Option to terminate, except to the extent that another corporation may and does
in the transaction assume and continue the Option or substitute its own options.
	 
	 	9.3	 	Fractional Shares — Fractional shares resulting from any adjustment in Options
pursuant to this Article 9 may be settled as the Board or the Committee (as the case may be)
shall determine.
	 
	 	9.4	 	Binding Determination — To the extent that the foregoing adjustments relate to
stock or securities of the Corporation, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Notice of any
adjustment shall be given by the Corporation to each holder of an Option which shall have
been so adjusted.





ARTICLE 10. ONE-TIME GRANT OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS





	 	10.1	 	Grant — Contemporaneous with the effective date of this Plan and in accordance
with the requirements of Section 11.1, each non-employee Director shall automatically be
granted Nonqualified Stock Options to purchase 17,000 shares of the Corporation’s Common
Stock at the price of $11-1/8 per share; provided, however, the Chairman of the Board of the
Corporation and the Chairman of the Board of Sovereign Bank, F.S.B. shall be granted
Nonqualified Stock Options to purchase 33,000 shares and 22,000 respectively at such price.
	 
	 	10.2	 	Termination — Notwithstanding the provisions of Article 8 hereof, if a
Director’s service with the Corporation terminates by reason of Permanent and Total
Disability or Retirement as a director of the Corporation, any vested Option held by such
Director may be exercised for a period of three years from the date of such termination or
until the expiration of the Option, whichever is earlier. If a Director’s service with the
Corporation terminates by reason of death or under mutually satisfactory conditions, or if a
Director dies within the three-year period following the termination by reason of Permanent
and Total Disability or Retirement from active service as a director of the Corporation or
within the one-year period following termination under mutually satisfactory conditions, any
vested Option held by such Director may be exercised for a period of one year from the date
of such termination or post-termination death, as the case may be, or until the expiration
of the stated term of the Option, whichever is earlier. All applicable provisions of this
Plan not inconsistent with this Article 10 shall apply to Options granted to Directors;
provided, however, that the Committee may not exercise discretion under any provisions of
this Plan with respect to Options granted under this




 10









 






	 	 	 	Article 10 to the extent that such discretion is inconsistent with Rule 16b-3 of the
Exchange Act.





ARTICLE 11. GENERAL PROVISIONS





	 	11.1	 	Effective Date — The Plan shall become effective upon its adoption by the
Board, provided that any grant of an Option (including an Option granted pursuant to Article
10) is subject to the approval of the Plan by the shareholders of the Corporation within 12
months of adoption by the Board.
	 
	 	11.2	 	Termination of the Plan — Unless previously terminated by the Board of
Directors, the Plan shall terminate on, and no Options shall be granted after, the tenth
anniversary of its adoption by the Board.
	 
	 	11.3	 	Limitation on Termination, Amendment or Modification






	 	(a)	 	The Board may at any time terminate, amend, modify or suspend
the Plan, provided that without the approval of the stockholders of the
Corporation no amendment or modification shall be made by the Board which:






	 	(1)	 	increases the maximum number of shares of
Common Stock as to which Options may be granted under the Plan;
	 
	 	(2)	 	changes the class of eligible Employees; or
	 
	 	(3)	 	otherwise requires the approval of shareholders
in order to maintain the exemption available under Rule 16b-3 (or any
similar rule) under the Exchange Act.






	 	(b)	 	No amendment, modification, suspension or termination of the
Plan shall in any manner affect any Option theretofore granted under the Plan
without the consent of the Optionee or any person validly claiming under or
through the Optionee.






	 	11.4	 	No Right to Employment — Neither anything contained in the Plan or in any
instrument under the Plan nor the grant of any Option hereunder shall confer upon any
Optionee any right to continue in the employ of the Corporation or of any Subsidiary or
limit in any respect the right of the Corporation or of any Subsidiary to terminate the
Optionee’s employment at any time and for any reason.
	 
	 	11.5	 	Withholding Taxes -






	 	(a)	 	Subject to the provisions of Subsection (b), the Corporation
will require that an Optionee or any other person or entity receiving Common
Stock upon exercise of an Option, as a condition of the exercise of an Option
other than an Incentive Stock Option, pay or reimburse any taxes which the
Corporation is required to withhold in connection with the exercise of the
Option.




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	 	(b)	 	An Optionee may satisfy the withholding obligation described in
Subsection (a), in whole or in part, by electing to have the Corporation
withhold shares of Common Stock (otherwise issuable upon the exercise of an
Option) having a fair market value equal to the amount required to be withheld.
An election by an Optionee to have shares withheld for this purpose shall be
subject to the following restrictions:






	 	(1)	 	it must be made prior to the date on which the
amount of tax to be withheld is determined (the “Tax Date”);
	 
	 	(2)	 	it shall be irrevocable;
	 
	 	(3)	 	it shall be subject to disapproval by the
Committee;
	 
	 	(4)	 	if the Optionee is an officer of the
Corporation within the meaning of Section 16 of the Exchange Act (an
“Officer”), such election may not be made within six months of the
grant of the Option (except that this restriction shall not apply in
the event of the death or disability of the Optionee prior to the
expiration of the six-month period);
	 
	 	(5)	 	if the Optionee is an Officer, such election
must be made either at least six months prior to the Tax Date or in the
ten-day “window period” beginning on the third day following the
release of the Corporation’s quarterly or annual summary statement of
revenues and earnings; and
	 
	 	(6)	 	where the Tax Date of an Officer is deferred up
to six months after the exercise of an Option, the full number of
Option shares will be issued or transferred upon exercise, but will be
unconditionally obligated to tender back to the Corporation the proper
number of shares of Common Stock on the Tax Date.






	 	11.6	 	Listing and Registration of Shares -






	 	(a)	 	No Option granted pursuant to the Plan shall be exercisable in
whole or in part if at any time the Board shall determine in its discretion
that the listing, registration or qualification of the shares of Common Stock
subject to such Option on any securities exchange or under any applicable law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the issue of shares thereunder, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board.
	 
	 	(b)	 	If a registration statement under the Securities Act with
respect to the shares issuable upon exercise of any Option granted under the
Plan is not in effect at the time of exercise, as a condition of the issuance
of the shares, the person exercising such Option shall give the Committee a
written statement, satisfactory in form and substance to the Committee, that
such person is




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	 	 	 	acquiring the shares for such person’s own account for investment and not with
a view to distribution. The Corporation may place upon any stock certificate
for shares issuable upon exercise of such Option the following legend or such
other legend as the Committee may prescribe to prevent disposition of the shares in violation of the Securities Act or other applicable law:






	 	 	 	“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (“ACT”) AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO
THEM UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE
CORPORATION THAT REGISTRATION IS NOT REQUIRED.”






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