EXHIBIT
10(a)


 


10-10-2007


 


BEMIS COMPANY, INC.


2001 STOCK INCENTIVE PLAN


(As Amended and Restated Effective January 1,
2008)


 


1.                                      Purpose of Plan.


 


Under this Stock Incentive Plan (the “Plan”), the
Company may grant both Options and Equity Units to Employees and
Directors.  The Plan is designed to
enable the Company and its Subsidiaries to attract, retain and motivate
Participants by providing them the opportunity to acquire equity ownership in
the Company.


 


2.                                      Definitions.


 


The following defined terms are used in this Plan:


 


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


 


2.2                                “Broker Exercise
Notice” means a written notice pursuant to which a Participant, upon
exercise of an Option, irrevocably instructs a broker or dealer to sell a
sufficient number of shares or loan a sufficient amount of money to pay all or
a portion of the exercise price of the Option and/or any related withholding
tax obligations and remit such sums to the Company and directs the Company to
deliver stock certificates to be issued upon such exercise directly to such
broker or dealer.


 


2.3                                “Change of Control
Event” means an event described in Section 10.1 (including a Code
§409A Event as defined in Section 10.2).


 


2.4                                “Code” means
the Internal Revenue Code of 1986, as amended.


 


2.5                                “Committee”
means the compensation committee appointed under Section 3 to administer
the Plan.


 


2.6                                “Common Stock”
means the common stock of the Company, par value $.10 per share, or the number
and kind of shares of stock or other securities into which such Common Stock
may be changed in accordance with Section 4.3.


 


2.7                                “Company” means
Bemis Company, Inc., a Missouri corporation.


 


2.8                                “Control Group”
means the Company and any trade or business under common control with the
Company within the meaning of Code §414(b) and (c).


 


2.9                              “Director”
means a member of the Board.


 


2.10                          A Participant has a “Disability” if, by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of at least 12
months:


 


(a)                                 The Participant is unable to engage in any
substantial gainful activity, or


 

















 


(b)                                The
Participant has received income replacement benefits for a period of at least
three months under a Participating Employer’s accident and health plan.


 


2.11                          “Early Retirement”
of an Employee means early retirement under the Bemis Retirement Plan as in
effect from time to time.


 


2.12                        “Employee”
means each employee of the Company or any Subsidiary.


 


2.13                        “Equity Unit”
means a right granted to an Employee or Director to receive a payment from the
Company in the form of a share of Common Stock, subject to terms established
under Section 7.


 


2.14                          “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


2.15                        “Expiration Date”
means the date an Option is scheduled to expire and no longer be exercisable.


 


2.16                          “Fair Market Value”
of a share of Common Stock as of a particular day means the closing price of a
share of the Company’s Common Stock on the New York Stock Exchange on such day,
or if no sale has been made on such exchange on such day, on the last preceding
day on which any such sale was made.


 


2.17                          “Incentive Stock
Option” means a right to purchase Common Stock granted to an Employee
pursuant to Section 6.1 that qualifies as an “incentive stock option”
within the meaning of Code § 422.


 


2.18                          “Non-Qualified
Stock Option” means a right to purchase Common Stock granted to an Employee
or Director pursuant to Section 6.1 or 6.2 that does not qualify as an
Incentive Stock Option.


 


2.19                          “Normal Retirement”
of an Employee means normal retirement under the Bemis Retirement Plan as in
effect from time to time.


 


2.20                          “Officer” means
an Employee who has been designated by the Board to serve as an executive
officer of the Company.


 


2.21                          “Option” means
an Incentive Stock Option or a Non-Qualified Stock Option.


 


2.22                          “Participant”
means an Employee or Director who has been designated as such.


 


2.23                          “Payment Date”
is defined in Section 8.5.


 


2.24                        “Performance Period”
means the period of time over which Equity Units are earned or become vested.


 


2.25                          “Previously
Acquired Shares” means shares of Common Stock that are already owned by a
Participant.


 


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2.26                          “Securities Act”
means the Securities Act of 1933, as amended.


 


2.27                          “Separation from
Service” is defined in applicable guidance under Code §409A, which
generally provides that:


 


(1)                                 a Participant
will be deemed to have a Separation from Service only if the Participant ceases
to perform any services for the Company and other members of the Control Group,
or the Participant continues to provide only “insignificant” services;


 


(2)                                 service is “insignificant”
if it is performed at a rate that is no more than 20% of the average level of
services provided by the Participant for the preceding three full calendar
years;


 


(3)                                 a
bona fide leave of absence will not be considered a Separation from Service for
the first six months of such leave or until the Participant no longer has a
right to reemployment by statute or contract, whichever is longer;


 


(4)                                 transfer
to an employer in which the Company or another member of the Control Group has
at least 50% ownership interest is not a Separation from Service; and


 


(5)                                 for
purposes of determining benefits earned by a Participant for service as a
Director, Separation from Service occurs when he or she ceases to be a
Director.


 


2.28                          “Subsidiary”
means any entity that is directly or indirectly controlled by the Company or
any entity in which the Company has a significant equity interest.


 


2.29                          “Year” means
the 12-month period ending each December 31.


 


3.                                      Plan Administration.


 


The Plan shall be administered by the Board or by a
Committee appointed by the Board.  Any
such Committee shall consist solely of not less than two members of the Board
who are considered (i) non-employee directors within the meaning of
Exchange Act Rule 16b-3 and (ii) outside directors within the meaning
of Code § 162(m).  The Board or any such
Committee shall have the following authority, subject to the terms of the Plan:


 


(a)                               To determine which
Employees and Directors will be designated as Participants.


 


(b)                              To determine the terms
of each Option including the number of shares of Common Stock subject to the
Option, the exercise price, the terms under which the Option will vest or
become exercisable, the Expiration Date of the Option, and the period of time
(if any) following Separation from Service that the option may be exercised.


 


(c)                               To determine whether
the Option will be granted as an Incentive Stock Option or as a Non-Qualified
Stock Option, recognizing that Incentive Stock Options can be granted only to
Employees and not to non-employee Directors.


 


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(d)                              To determine the terms
of each award of Equity Units, including any performance goals or other
requirements that must be met for the underlying shares of Common Stock to be
distributed.


 


(e)                               To
modify the terms of any outstanding Option or Equity Unit in any manner
permitted by the Plan as then in effect, or to cancel the Option or Equity
Unit, subject to the following:


 


(1)                               Subject to Section 4.3, outstanding Options granted under this Plan
shall not be repriced.


 


(2)                               If
the modification or cancellation adversely affects a Participant, it will not
apply to that Participant without his or her consent, unless required by law or
necessary to avoid adverse tax treatment.


 


(f)                                 To delegate to one or
more Employees all or any part of its authority under the Plan with regard to granting and administering
Options or Equity Units for persons who are not then subject to the reporting
requirements of Section 16 of the Exchange Act.  (However, Options or Equity Units so granted
generally will not qualify as “performance based compensation” for purposes of
Code § 162(m).)


 


(g)                              To exercise
discretionary authority to construe the terms of the Plan and to make all
decisions and interpretations necessary to operate the Plan.


 


4.                                      Shares Available for
Issuance.


 


4.1                                Maximum Number of
Shares Available.  Subject to adjustment as
provided in Section 4.3, the maximum number of shares of Common Stock that
will be available for issuance under the Plan will be 2,500,000 shares of
Common Stock in addition to any shares of Common Stock which, as of the date
the Plan is approved by the shareholders of the Company, are reserved for
issuance under the Company’s 1994 Stock Incentive Plan and which are not
thereafter issued.


 


4.2                                Accounting for
Incentive Awards.  Shares of Common Stock that are
issued under the Plan or are subject to outstanding Options or Equity Units
will be applied to reduce the maximum number of shares of Common Stock
remaining available for issuance under the Plan.  Any shares of Common Stock that are subject
to an Option or Equity Unit that lapses, expires, is forfeited or for any
reason is terminated unexercised or unvested will automatically again become
available for issuance under the Plan. 
However, shares withheld for the purpose of paying applicable
withholding taxes will not again become available for issuance under the Plan.


 


4.3                                Adjustments.  In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off) or any other change in the
corporate structure or shares of the Company, the Committee (or, if the Company
is not the surviving corporation in any such transaction, the board of
directors of the surviving corporation) will make appropriate adjustment (which
determination will be conclusive) as to the number and kind of 


 


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securities available
for issuance under the Plan and, in order to prevent dilution or enlargement of
the rights of the Participants, the number, kind and, where applicable,
exercise price of securities subject to outstanding Option or Equity Units.


 


5.                                      Participation.


 


The Board or Committee may designate any Employee or
Director as a Participant.


 


6.                                      Options.


 


6.1                                Grants to Employees.    The Board or Committee may grant Options to
Employees, subject to such terms and conditions, consistent with the other
provisions of the Plan, as may be determined by the Board or Committee in its
sole discretion.  The Board or Committee
may designate whether an Option is to be considered an Incentive Stock Option
or a Non-Qualified Stock Option.  The
aggregate number of shares on which Options may be granted to any one Employee
during any calendar year may not exceed 25% of the total shares of Common Stock
available for issuance under the Plan. 
If an Option granted to an Employee is canceled, said Option will
nevertheless be included in applying said 25% limit.


 


6.2                                Grants to Non-Employee
Directors.  The Board may grant
Non-Qualified Stock Options to Directors who are not Employees, subject to such
terms and conditions, consistent with the other provisions of the Plan, as may
be determined by the Board in its sole discretion.


 


6.3                                Exercise Price.  The per share price to be paid upon exercise
of an Option will be determined by the Board or Committee at the time of the
Option grant.  The per share price to be
paid by a Participant upon exercise of an Option will not be less than 100% of
the Fair Market Value of one share of Common Stock on the date of grant.


 


6.4                                Exercisability and
Duration.  An Option will become
exercisable at such times and in such installments as may be determined by the
Board or Committee at the time of grant. 
Unless otherwise determined by the Board or Committee at the time of
grant, the Expiration Date of each Option will be 10 years from its date of
grant.


 


6.5                                Payment of Exercise
Price.  The total purchase price of the shares to be
purchased upon exercise of an Option will be paid entirely in cash (including
check, bank draft or money order); provided, however, that the Board or
Committee may allow such payments to be made, in whole or in part, by tender of
a Broker Exercise Notice, Previously Acquired Shares, Attestation, or by a
combination of such methods.  “Attestation”
means delivery by a Participant to the Company of a written affidavit of
ownership of Previously Acquired Shares having a Fair Market Value equal to the
exercise price of the Option in lieu of actual delivery of such Previously
Acquired Shares.  Upon receipt of such
Attestation of Previously Acquired Shares, the Company shall deliver to the
Participant a stock certificate for the number of Option shares so exercised,
minus the number of Previously Acquired Shares attested to in the written
affidavit, and minus any shares required to cover tax withholding obligations.


 


6.6                                Manner of Exercise.  An Option may be exercised by a Participant
in whole or in part from time to time, subject to the conditions contained in
the Plan and in the agreement evidencing 


 


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such Option, by delivery in person, by facsimile or
electronic transmission or through the mail of written notice of exercise to
the Company (Attention:  Secretary) at
its principal executive office in Neenah, Wisconsin and by paying in full the
total exercise price for the shares of Common Stock to be purchased in
accordance with Section 6.5 of the Plan. 
The Board or Committee may permit a Participant to enter into a written
plan pursuant to Exchange Act Rule 10b5-1 specifying the date or dates the
Participant’s Options will automatically be exercised.


 


7.                                      Equity
Units.


 


7.1                              Grants.  An Employee or Director may be granted one or
more Equity Units under the Plan, and such Equity Units will be subject to such
terms and conditions, consistent with the other provisions of the Plan, as may
be determined by the Board or Committee. 
The Board or Committee may impose such restrictions or conditions, not
inconsistent with the provisions of the Plan, to the vesting of such Equity
Units as it deems appropriate, including, without limitation, that the
Participant remain in the continuous employ of the Company or any Subsidiary
until the end of the Performance Period established for said Equity Units or
that the Participant or the Company (or any Subsidiary or division thereof)
satisfy certain performance goals or criteria during the Performance Period.


 


7.2                              Payments.  Upon satisfaction of any applicable
restrictions or conditions for payment, each Equity Unit will be payable in the
form of a share of Common Stock (less any applicable tax withholding).  Payment with respect to an Equity Unit will
occur as soon as administratively feasible in the Year after the Year in which
the Performance Period for the Equity Unit ends.  Each Equity Unit may (but is not required to)
include the right to receive periodic payments from the Company equivalent to
the dividends paid on the underlying Common Stock.  Any such dividend equivalents will be paid as
of the dates the dividends are paid.


 


7.3                              Holding Requirement
Applicable to Grants Made to Officers After November 30, 2002.  Equity Units granted to Officers after November 30,
2002 are subject to the holding requirement of this section.  Upon payment of such grants, half of the net
shares issued after any required tax withholding must be held and may not be
transferred by the officer for at least three years after the date any
applicable restrictions or conditions for payment were satisfied.  The other half of the shares may be sold or
transferred immediately.  The Company may
adopt appropriate procedures to assure compliance with the holding requirement,
such as placing a legend on the share certificates or retaining possession of
the certificates until the three year holding period expires.  If an Officer has a Separation from Service,
the holding requirement will no longer apply and the individual will be free to
sell or transfer the shares.  The holding
requirement does not apply to grants made to individuals who are not Officers,
nor to grants made to Officers prior to December 1, 2002.


 


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8.                                      Effect of Separation
from Service.


 


8.1                                Death or Disability.  If a Participant’s Separation from Service
occurs by reason of his or her death or Disability, then the provisions of (a) and
(b) shall apply:


 


(a)                               Options outstanding at
the time of said Separation from Service will not expire as a result of said
Separation from Service but rather will remain in effect for the remaining term
of the Option.  However, the Committee in
its sole discretion may provide at the time it grants an Option to a
Participant that the Option will expire not later than a fixed period of time
after the Participant’s Separation from Service.


 


(b)                                All Equity Units then
held by the Participant will vest.  The
Company will transfer to the Participant (or to the beneficiary, legal
representative, heir, or legatee of a deceased Participant) a number of shares
of Common Stock equal to the number of the Participant’s outstanding Equity
Units, reduced as provided in Section 9 to cover any applicable
withholding taxes.  Said transfer shall
occur as of a date or dates determined by the Committee which shall not be
later than December 31 of the Year in which the Participant died or was
determined to have a Disability. 
However, as permitted by Code 
§409A, in cases where a Participant’s death or Disability occurred in
October, November, or December, payment shall be considered timely if made by
the fifteenth day of the third month after the month in which the Participant
died or was determined to have a Disability.


 


8.2                                Separation from
Service After Attaining Applicable Age.  If a
Participant’s Separation from Service occurs after he or she has attained the
applicable age specified in (a) and for a reason other than the
Participant’s death or Disability, then the provisions of (a) through (e) shall
apply:


 


(a)                                 The “applicable age”
for purposes of this section is:


 


(1)                                 For any Participant
who is an Officer, the applicable age is 60 with respect to Options and 55 with
respect to Equity Units.


 


(2)                                 For any Participant
who is an Employee but not an Officer, the applicable age is 65.


 


(b)                                Options
outstanding at the time of said Separation from Service will not expire as a
result of said Separation from Service but rather will vest and remain in
effect for the remaining term of the Option. 
However, the Committee in its sole discretion may provide at the time it
grants an Option to a Participant that the Option will expire not later than a
fixed period of time after the Participant’s Separation from Service.


 


(c)                                 A fraction of
each outstanding grant of Equity Units will be vested.  The fraction of a grant that will be vested
is the number of Equity Units in that grant, multiplied by a fraction (i) the
numerator of which is the number of months from the beginning of the
Performance Period for that grant through the month in which the Participant’s
Separation from Service occurred and (ii) the denominator of which is the
total number of months in said Performance Period.  Except as otherwise provided by the
Committee, any Equity Units which are not vested will be forfeited.


 


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(d)                                However, if a
Participant meets all three of the following requirements, all Equity Units
will be vested and none will be forfeited:


 


(1)                                 The Participant
is 60 or older on the date of his or her Separation from Service;


 


(2)                                 The Participant
was born on or before January 1, 1954; and


 


(3)                                 The Participant
was elected as an Officer prior to January 1, 2007.


 


(e)                                 The
Company will transfer to the Participant a number of shares of Common Stock
equal to the number of the Participant’s vested Equity Units (determined as
provided in (c) or (d), whichever is applicable, less any shares withheld
to cover taxes.  Said transfer shall
occur as of a date or dates determined by the Committee which shall not be
earlier than the Participant’s Payment Date and shall not be later than December 31
of the Year in which the Participant’s Payment Date occurred.  However, as permitted by Code §409A, if a
Participant’s Payment Date occurs during October, November, or December,
payment shall be considered timely if made by the fifteenth day of the third
month after the month in which the Participant’s Payment Date occurred.


 


8.3                                Other Separation from
Service.  If a Participant’s Separation from Service
occurs under circumstances not covered by sections 8.1 and 8.2 (i.e. not due to
death or Disability and before the applicable age specified in section 8.2(a)),
then the provisions of (a) through (c) shall apply:


 


(a)                                 If the
Separation from Service is not for “cause”, (i) Options held by the
Participant which are exercisable as of the date of Separation from Service
will remain exercisable for a period of three months after such separation (but
in no event after the expiration date of any such options), and (ii) Options
which are not yet exercisable as of the date of the Separation from Service
will be forfeited immediately.  If the
Separation from Service is for “cause”, all options will be forfeited
immediately upon Separation from Service, regardless of whether they were then
exercisable.


 


(b)                                All Equity
Units then outstanding will be forfeited, and no payment will be made with
respect thereto.  However, if the
Separation from Service is not for “cause”, the Committee may, in its sole
discretion, provide for vesting and payment with respect to all or a portion of
the outstanding Equity Units.  Any such
payment shall occur as of a date determined by the Committee which shall not be
earlier than the Participant’s Payment Date and shall not be later than December 31
of the Year in which the Participant’s Payment Date occurred.  However, as permitted by Code  §409A, if a Participant’s Payment Date occurs
during October, November, or December, payment shall be considered timely if
made by the fifteenth day of the third month after the month in which the
Payment Date occurred.


 


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When such a payment occurs,
the Participant will receive one share of Common Stock for each vested Equity
Unit, less any applicable withholding taxes. 
The Committee’s decision with respect to such payment will be not be
binding or precedential with regard to subsequent Separations from Service by
other Participants.  The Committee may
delegate its authority under this paragraph to the Company’s chief executive
officer.  If the Separation from Service
is for “cause”, then any outstanding Equity Units will be forfeited immediately
and are not subject to discretionary payout.


 


(c)           For purposes of this
section, the existence of “cause” will be determined by the Committee by
reference to any employment or other agreement or policy applicable to the
Participant.  In addition, the Committee
may determine any of the following to constitute “cause”:   (i) dishonesty, fraud,
misrepresentation, embezzlement or deliberate injury or attempted injury,
in  each case related to the Company or
any Subsidiary, (ii) any unlawful or criminal activity of a serious
nature, (iii) any intentional and deliberate breach of a duty or duties
that, individually or in the aggregate, are material in relation to the
Participant’s overall duties, or (iv) any material breach of any employment,
service, confidentiality or noncompete agreement entered into with the Company
or any Subsidiary.


 


8.4           Breach of
Confidentiality or Noncompete Agreements. 
Notwithstanding anything in the Plan to the contrary, in the event that
a Participant materially breaches the terms of any confidentiality or
noncompete agreement entered into with the Company or any Subsidiary, whether
such breach occurs before or after such Participant’s Separation from Service,
the Committee in its sole discretion may immediately terminate all rights of
the Participant under the Plan and any agreements evidencing an Option or
Equity Unit grant then held by the Participant without notice of any kind.


 


8.5           Payment Date.  A Participant’s “Payment Date” is the first
day of the seventh month after the month in which the Participant’s Separation
from Service occurred.  For example, if a
Participant’s  Separation from Service
occurs on May 15, 2007 her Payment Date is December 1, 2007, and
payment must occur on or after December 1, 2007 and on or before March 15,
2008.  If another Participant’s
Separation from Service occurs January 31, 2008, his Payment Date is August 1,
2008 and payment must occur on or after August 1, 2008 and on or before December 31,
2008.


 


8.6           Non-Employee Directors.  Sections 8.1 through 8.5 are not applicable
to Options or Equity Units granted to Directors who are not Employees.  If such an individual has a Separation from
Service (i.e. ceases to be a Director):


 


(a)           He or she may exercise any outstanding Options
within 12 months after ceasing to be a Director (or within such other period as
approved by the Board or Committee at the time the Options were granted).


 


(b)           All Equity Units then held by the Participant will
vest.  The Company will transfer to the
Participant a number of shares of Common Stock equal to the number of the
Participant’s outstanding Equity Units. 
Said transfer shall occur as of a date or dates 


 


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determined
by the Company which shall not be later than December 31 of the Year in
which the Participant ceased to be a Director. 
However, as permitted by Code §409A, if a Participant’s Separation from
Service occurs during October, November, or December, payment shall be
considered timely if made by the fifteenth day of the third month after the
month in which the Participant ceased to be a Director.


 


8.7           Options Not
Exercisable After Expiration Date. 
Notwithstanding any provisions of this Section 8 to the contrary,
no Option will be exercisable after its Expiration Date.


 


8.8           Provisions Applicable
If a Participant’s Employer Ceases to be a Subsidiary.  For purposes of sections 8.2 and 8.3, if a
Participant’s employer ceases to be a Subsidiary of the Company due to a sale
of stock which qualifies as a change of control for purposes of Code §409A, and
the Participant remains an employee of that employer, the Participant will be
considered to have a separation from service as of the date the employer ceases
to be a Subsidiary.  The preceding
sentence does not apply if, at the time the employer ceases to be a Subsidiary,
the Participant transfers to employment with the Company or another Subsidiary.


 


9.             Payment of Withholding Taxes.


 


9.1           General Rules.  The
Company is entitled to (b) withhold and deduct from future wages of the
Participant (or from other amounts that may be due and owing to the Participant
from the Company or a Subsidiary), or make other arrangements for the
collection of, all legally required amounts necessary to satisfy any and all federal,
state and local withholding and employment-related tax requirements
attributable to an Option or Equity Unit, including, without limitation, the
grant, exercise or vesting of, or payment of dividends with respect to, an
Equity Unit or a disqualifying disposition of stock received upon exercise of
an Incentive Stock Option, or (c) require the Participant promptly to
remit the amount of such withholding to the Company before taking any action,
including issuing any shares of Common Stock, with respect to the Option or
Equity Unit.


 


9.2           Special Rules.  The Committee may, in its sole discretion and
upon terms and conditions established by the Committee, permit or require a
Participant to satisfy, in whole or in part, any withholding or
employment-related tax obligation described in Section 9.1 of the Plan by
electing to tender Previously Acquired Shares (including but not limited to the
Shares the acquisition of which triggered the tax obligation), by withholding
shares of Common Stock payable to the Participant under this Plan, or by
payments made pursuant to a Broker Exercise Notice, or by a combination of such
methods.


 


10.           Change of Control
Event.


 


10.1         Change of Control
Event.  A “Change of Control Event” shall be deemed
to have occurred if any of the following occurs:


 


(a)           Any “Person” (as
defined in Section 13(d) of the Exchange Act) acquires or becomes a
beneficial owner (as defined in Exchange Act Rule 13d-3), directly or
indirectly, of securities of the Company representing 30% or more of the combined
voting power of the Company’s then outstanding securities entitled to vote
generally in the election of directors (Voting Securities) or 30% or more of
the outstanding shares of Common 


 


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Stock; provided,
however, that the following shall not constitute a “Change of Control Event”:


 


(1)           any acquisition or beneficial ownership by the
Company or a Subsidiary;


 


(2)           any acquisition or beneficial ownership by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or a Subsidiary;


 


(3)           any transaction immediately following which more
than 70% respectively, of (i) the combined voting power of the Company’s
Voting Securities and (ii) the Common Stock is then beneficially owned,
directly or indirectly, by all or substantially all of the persons who
beneficially owned Voting Securities and Common Stock immediately prior to such
transaction in substantially the same proportions as their ownership
immediately prior to such acquisition;


 


(b)           Continuing Directors
do not constitute a majority of the members of the Board;


 


(c)           Consummation of a
reorganization, merger or consolidation of the Company (other than a merger or
consolidation with a subsidiary of the Company), unless immediately following
such reorganization, merger or consolidation, all or substantially all of the
persons who were the beneficial owners, respectively, of Voting Securities and
Common Stock immediately prior to such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than 70% respectively of (i) the
combined voting power of the then outstanding Voting Securities and (ii) the
then outstanding shares of Common Stock of the corporation resulting from such
reorganization, merger or consolidation in substantially the same proportions
as their ownership of the Voting Securities and Common Stock as the case may
be, immediately prior to such reorganization, merger or consolidation;


 


(d)           Approval by the
shareholders of the Company of a complete liquidation or dissolution of the
Company or the sale or other disposition of all or substantially all of the
assets of the Company (in one or a series of transactions), other than to a
corporation with respect to which, immediately following such sale or other
disposition, more than 70%, respectively, of (i) the combined voting power
of the then outstanding Voting Securities and (ii) the then outstanding
shares of Common Stock of such corporation is then beneficially owned, directly
or indirectly, by all or substantially all of the persons who were the
beneficial owners respectively of the Voting Securities and Common Stock
immediately prior to such sale or other disposition in substantially the same
proportions as their ownership of the Voting Securities and Common Stock, as
the case may be, immediately prior to such sale or other disposition;


 


(e)           The Company enters
into a letter of intent, an agreement in principle or a definitive agreement
relating to a “Change in Control Event” described in (a), (b), (c) or (d) that
ultimately results in such a “Change of Control Event”, or a tender or exchange
offer or proxy contest is commenced which ultimately results in such a “Change
in Control Event”.


 


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Notwithstanding anything stated above, a “Change of
Control Event” shall not be deemed to occur with respect to a Participant if
the acquisition or beneficial ownership of the 30% or greater interest referred
to in (a) is by the Participant or by a group, acting in concert, that
includes the Participant or a majority of the then combined voting power of the
then outstanding Voting Securities (or voting equity interests) of the
surviving corporation or of any corporation (or other entity) acquiring all or
substantially all of the assets of the Company shall, immediately after a
reorganization, merger, consolidation or disposition of assets referred to in (c) or
(d), be beneficially owned, directly or indirectly, by the Participant or by a
group, acting in concert, that includes the Participant


 


10.2         Code §409A Event.  A “Code §409A Event” is a Change of Control
Event (as defined in section 10.1) that qualifies as a change in control event
for purposes of Code §409A and any applicable regulations.


 


10.3         Continuing Directors.  Continuing Directors means:


 


(a)           individuals who, on January 1,
2001, are Directors;


 


(b)           individuals elected as
Directors after January 1, 2001 for whose election proxies are solicited
by the Board; or


 


(c)           individuals elected or
appointed by the Board to fill vacancies on the Board caused by death or
resignation (but not by removal) or to fill newly-created directorships,
provided that a Continuing Director shall not include an individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the threatened election or removal of
directors (or other actual or threatened solicitation of proxies or consents)
by or on behalf of any person other than the Board.


 


10.4         Acceleration of Vesting.  If a Change of Control Event occurs, (a) all
Options will become immediately exercisable in full and will remain exercisable
for the remainder of their terms, regardless of whether the Participants to
whom such Options have been granted remain in the employ or service of the
Company or any Subsidiary; and (b) all Equity Units then held by
Participants will vest and be payable as follows:


 


(a)           If the Change of Control
Event qualifies as a Code §409A Event, all Equity Units then held by
Participants will vest and be payable immediately.


 


(b)           If the Change of
Control Event does not qualify as a Code §409A Event:


 


(1)           All Equity Units which would not have been vested
immediately before the Change of Control Event if the Participant then had a
Separation from Service will vest and be paid as soon as administratively
feasible during the year in which the Change of Control Event occurred.


 


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(2)           All Equity Units which would have been vested
immediately before the Change of Control Event if the Participant then had a
Separation from Service will vest and will be paid as of whichever of the
following dates is earlier:


 


(A)          As soon as administratively feasible in the Year after
the Year in which the Performance Period for the Equity Unit ends.


 


(B)           During the seventh month after the month in which the
Participant’s Separation from Service occurs.


 


10.5         Cash Payment.  If a Code §409A Event occurs, then the Board
or Committee may, without the consent of any Participant affected thereby,
terminate the Plan and all substantially similar plans.  Upon such termination, all Participants will
receive the following amounts as payment for their outstanding Options or
Equity Units:


 


(a)           With respect to the
shares of Common Stock subject to Options, as of the effective date of any such
Change of Control Event, cash in an amount equal to the excess of the Fair
Market Value of such shares immediately prior to the effective date of such
Change of Control Event over the exercise price per share of such Option.


 


(b)           With respect to the
Equity Units, cash in an amount equal to the Fair Market Value (determined
immediately prior to the effective date of the Change of Control Event), of the
shares of Common Stock represented by such Equity Units.


 


Any such termination must occur during the 1 month period preceding or
the 12 month period following the Code §409A Event.  The cash payments must be completed within 12
months after the Plan is terminated.


 


10.6         Gross-Up for Change of
Control Payments.  If, with respect to a
Participant, the acceleration of the vesting of an Option or Equity Unit as
provided in Section 10.4 (which acceleration could be deemed a “Payment”
within the meaning of Code § 280G(b)(2)) or the payment of cash in exchange for
all or part of an Option or Equity Unit as provided in Section 10.5,
together with any other payments which such Participant has the right to
receive from the Company or any corporation that is a member of an “affiliated
group” (as defined in Code § 1504(a) without regard to Code § 1504(b)) of
which the Company is a member, would constitute an “excess parachute payment”
(as defined in Code § 280G(b)(1)), and therefore be subject to the excise tax
imposed under Code § 4999, then the Participant shall be entitled to receive an
additional cash payment from the Company in an amount such that the Participant
would be in the same financial position as if there were no excise tax imposed
on such payments.  That is, if any amount
paid pursuant to this Plan is subject to the excise tax imposed by Code § 4999,
the Company shall pay the Participant an additional amount such that, after
payment by the Participant of all income taxes and excise taxes imposed upon
such additional payment, the Participant will retain a portion of the
additional payment equal to the excise tax. 
For this purpose, the Company shall assume that the Participant’s income
is taxed at the highest federal and state marginal rate then in effect.


 


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11.           Rights of Eligible
Recipients and Participants; Transferability.


 


11.1         Employment.  Nothing in the Plan will interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
employment of any Employee or Participant at any time, nor confer upon any
Employee or Participant any right to continue in the employ of the Company or
any Subsidiary.


 


11.2         Rights as a
Shareholder.  As a holder of Options or
Equity Units, a Participant will have no rights as a shareholder unless and until
the Options are exercised or the Equity Units are paid in the form of Common
Stock.  However, as part of any grant of
Equity Units, the Board or Committee may provide that a Participant will be
entitled to receive cash distributions equivalent to the dividends paid from
time to time on the Common Stock underlying such Units.


 


11.3         Restrictions on
Transfer.  Any Option or Equity Unit
granted under this Plan shall by its terms be non-transferable by the grantee
other than by will or the laws of descent and distribution and shall be
exercisable during the grantee’s lifetime only by the grantee or by the grantee’s
guardian or legal representative, except that a Non-Qualified Stock Option may,
if the Option Agreement so provides, also be transferable to members of the
grantee’s immediate family, to a partnership whose members are only the
optionee and/or members of the grantee’s immediate family, or to a trust for
the benefit of only the grantee and/or members of the grantee’s immediate
family.  “Immediate Family” for purposes
of this section includes only the grantee’s spouse, parents, children, and
other direct descendants of the grantee and his or her spouse (including
children and other descendants by adoption).


 


11.4         Non-Exclusivity of the
Plan.  Nothing contained in the Plan is intended to
modify or rescind any previously approved compensation plans or programs of the
Company or create any limitations on the power or authority of the Board to
adopt such additional or other compensation arrangements as the Board may deem
necessary or desirable.


 


12.           Securities Law and
Other Restrictions.


 


Notwithstanding any
other provision of the Plan or any agreements entered into pursuant to the
Plan, the Company will not be required to issue any shares of Common Stock
under this Plan, and a Participant may not sell, assign, transfer or otherwise
dispose of shares of Common Stock issued pursuant to the Plan, unless (a) there
is in effect with respect to such shares a registration statement under the
Securities Act and any applicable state securities laws or an exemption from
such registration under the Securities Act and applicable state securities
laws, and (b) there has been obtained any other consent, approval or
permit from any other regulatory body which the Committee, in its sole
discretion, deems necessary or advisable. 
The Company may condition such issuance, sale or transfer upon the
receipt of any representations or agreements from the parties involved, and the
placement of any legends on certificates representing shares of Common Stock,
as may be deemed necessary or advisable by the Company in order to comply with
such securities law or other restrictions.


 


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13.           Plan Amendment,
Modification and Termination


 


The Board may suspend
or terminate the Plan or any portion thereof at any time, and may amend the
Plan from time to time in such respects as the Board may deem advisable.  However, no amendments to the Plan will be effective
without approval of the stockholders of the Company if stockholder approval of
the amendment is then required pursuant to Code § 422 or the rules of the
New York Stock Exchange.  No termination,
suspension or amendment of the Plan may adversely affect any outstanding award
without the consent of the affected Participant; provided, however, that this
sentence will not impair the right of the Committee to take whatever action it
deems appropriate under Sections 4.3 and 10.4.


 


14.           Effective Date and
Duration of the Plan


 


The Plan is effective
as of January 1, 2001.  However, no
Options will be granted prior to the date the Plan is approved by the Company’s
shareholders, and any Equity Units granted prior to the Company’s 2001 annual
meeting will be cancelled if the shareholders fail to approve the Plan at that
meeting.  The Plan will terminate at
midnight on December 31, 2010, and may be terminated prior to such time to
by Board action, and no Options or Equity Units will be granted after such
termination.  Awards outstanding upon
termination of the Plan may continue to be exercised, or become free of
restrictions, in accordance with their terms.


 


15.           Miscellaneous


 


15.1         Governing Law.  The Plan will be construed in accordance with
the laws of Missouri.


 


15.2         Successors and Assigns.  The Plan will be binding upon and inure to
the benefit of the successors and permitted assigns of the Company and the
Participants.


 


15.3         Code §409A.  The Plan is intended to satisfy all
applicable requirements of Code §409A and will be construed in light of that
intent.  The Committee may modify the
Plan and Options or Equity Units granted pursuant to the Plan to the extent the
Committee deems necessary to comply with Code §409A, even if such modifications
adversely affect outstanding Options and Equity Units, provided the Committee
determines that such modifications are necessary to avoid adverse tax
consequences.


 


	
   

  	
  APPROVED IN BEHALF OF THE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
    E. H. Seashore, Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date Signed:                                                ,
  2008

  



 


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