Exhibit 10.1


 


1996 STOCK INCENTIVE PLAN, AS AMENDED


 


Table of Contents


 


	
  1.

  	
  Purpose

  	
   

  
	
  2

  	
  Definitions

  	
   

  
	
  3.

  	
  Shares and Performance Units
  Available under the Plan

  	
   

  
	
  4.

  	
  Option Rights

  	
   

  
	
  5.

  	
  Appreciation
  Rights

  	
   

  
	
  6.

  	
  Restricted
  Shares

  	
   

  
	
  7.

  	
  Deferred Shares

  	
   

  
	
  8.

  	
  Performance Shares
  and Performance Units.

  	
   

  
	
  9.

  	
  Transferability

  	
   

  
	
  10.

  	
  Adjustments

  	
   

  
	
  11.

  	
  Fractional Shares

  	
   

  
	
  12.

  	
  Withholding Taxes

  	
   

  
	
  13.

  	
  Participation
  by Directors, Officers and Other Key Employees of or Consultants to a Less-Than-80-Percent
  Subsidiary

  	
   

  
	
  14.

  	
  Certain
  Terminations of Employment, Hardship and Approved Leaves of Absence

  	
   

  
	
  15.

  	
  Foreign
  Participants

  	
   

  
	
  16.

  	
  Administration
  of the Plan

  	
   

  
	
  17.

  	
  Amendments
  and Other Matters

  	
   

  



 



















1996 STOCK INCENTIVE PLAN, AS AMENDED


 


1.                                       Purpose. The
purpose of this Plan is to attract and retain directors, officers and other key
employees of and consultants to Ebix, Inc. (the “Corporation”) and its
Subsidiaries and to provide such persons with incentives and rewards for
superior performance.


 


2.                                       Definitions. (a) As
used in this Plan:


 


“Appreciation Right” means a right granted pursuant to
Section 5 of this Plan, including a Free-Standing Appreciation Right and a
Tandem Appreciation Right.


 


“Base Price” means the price to be used as the basis
for determining the Spread upon the exercise of a Free-Standing Appreciation
Right.


 


“Board” means the Board of Directors of the
Corporation.


 


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


 


“Committee” means a committee of not less than two “Non-Employee
Directors” (as defined in Rule 16b-3(b)(3)(i) under
Section 16(b) of the Exchange Act) appointed by and serving at the
pleasure of the Board.


 


“Common Shares” means (i) shares of the Common
Stock, par value $.10 per share, of the Corporation and (ii) any security
into which Common Shares may be converted by reason of any transaction or event
of the type referred to in Section 10 of this Plan.


 


“Date of Grant” means the date specified by the Board
on which a grant of Option Rights, Appreciation Rights or Performance Shares or
Performance Units or a grant or sale of Restricted Shares or Deferred Shares
shall become effective, which shall not be earlier than the date on which the
Board takes action with respect thereto.


 


“Deferral Period” means the period of time during which
Deferred Shares are subject to deferral limitations under Section 7 of
this Plan.


 


“Deferred Shares” means an award pursuant to
Section 7 of this Plan of the right to receive Common Shares at the end of
a specified Deferral Period.


 


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


 


“Free-Standing
Appreciation Right” means
an Appreciation Right granted pursuant to Section 5 of this Plan that is
not granted in tandem with an Option Right or similar right.


 


“Incentive Stock Option” means an Option Right that is intended
to qualify as an “incentive stock option” under Section 422 of the Code or
any successor provision thereto.


 


“Less-Than-80-Percent
Subsidiary” means
a Subsidiary with respect to which the Corporation directly or indirectly owns
or controls less than 80 percent of the total combined voting or other
decision-making power.


 


“Management Objectives” means the achievement or performance
objectives established pursuant to this Plan for Participants who have received
grants of Performance Shares or Performance Units or, when so determined by the
Board, Restricted Shares.


 


“Market Value per Share” means the fair market value of the
Common Shares as determined by the Board from time to time.


 


“Nonqualified Option” means an Option Right that is not
intended to qualify as a Tax-Qualified Option.


 


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“Optionee” means the person so designated in an
agreement evidencing an outstanding Option Right.


 


“Option Price” means the purchase price payable upon
the exercise of an Option Right.


 


“Option Right” means the right to purchase Common
Shares from the Corporation upon the exercise of a Nonqualified Option or a
Tax-Qualified Option granted pursuant to Section 4, or a Replacement
Option Right granted pursuant to Section 17(c), of this Plan.


 


“Participant” means a person who is selected by the
Board to receive benefits under this Plan and (i) is at that time a
director or an officer (including officers who are also directors) or other key
employee of or a consultant to the Corporation or any Subsidiary or
(ii) has agreed to commence serving in any such capacity.


 


“Performance Period” means, in respect of a Performance
Share or Performance Unit, a period of time established pursuant to
Section 8 of this Plan within which the Management Objectives relating
thereto are to be achieved.


 


“Performance Share” means a bookkeeping entry that records
the equivalent of one Common Share awarded pursuant to Section 8 of this
Plan.


 


“Performance Unit” means a bookkeeping entry that records
a unit equivalent to $1.00 awarded pursuant to Section of this Plan.


 


“Replacement Option Right” means as Option Right granted pursuant
to Section 17(c) of this Plan in exchange for the surrender and
cancellation of an option to purchase shares of another corporation that is
acquired by the Corporation or a Subsidiary by merger or otherwise.


 


“Restricted Shares” means Common Shares granted or sold
pursuant to Section 6 of this Plan as to which neither the substantial
risk of forfeiture nor the restrictions on transfer referred to in
Section 6 hereof has expired.


 


“Spread” means, in the case of a Free-Standing Appreciation
Right, the amount by which the Market Value per Share on the date when the
Appreciation Right is exercised exceeds the Base Price specified therein or, in
the case of a Tandem Appreciation Right, the amount by which the Market Value
per Share on the date when the Appreciation Right is exercised exceeds the
Option Price specified in the related Option Right.


 


“Subsidiary” means a corporation, partnership, joint
venture, unincorporated association or other entity in which the Corporation
has a direct or indirect ownership or other equity interest; provided, however, for purposes of
determining whether any person may be a Participant for purposes of any grant
of Incentive Stock Options, “Subsidiary” means any corporation in which the
Corporation owns or controls directly or indirectly more than 50 percent
of the total combined voting power represented by all classes of stock issued
by such corporation at the time of the grant.


 


“Tandem Appreciation Right” means an Appreciation Right granted
pursuant to Section 5 of this Plan that is granted in tandem with an
Option Right or any similar right granted under any other plan of the
Corporation.


 


“Tax-Qualified Option” means an Option Right that is intended
to qualify under particular provisions of the Code, including but not limited
to an Incentive Stock Option.


 


3.                                       Shares
and Performance Units
Available under the Plan. (a) Subject to adjustment as provided
in Section 10 of this Plan, the aggregate number of Common Shares covered
by outstanding awards, except Replacement Option Rights, granted under this
Plan and issued or transferred upon the exercise or payment thereof, and the
aggregate number of Performance Units granted under this Plan, shall not


 


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exceed 1,137,500. Common Shares issued or transferred under this Plan
may be Common Shares of original issuance or Common Shares held in treasury or
a combination thereof.


 


(b)                                 Subject to adjustment as provided in
Section 10 of this Plan, the aggregate number of Common Shares covered by
Replacement Option Rights granted under this Plan during any calendar year
shall not exceed five percent of the Common Shares outstanding on
January 1 of that year.


 


(c)                                  For the purposes of this Section 3:


 


(i)                                     Upon payment in cash of the benefit provided
by any award granted under this Plan, any Common Shares that were covered by
that award shall again be available for issuance or transfer hereunder.


 


(ii)                                  Common Shares covered by any award granted
under this Plan shall be deemed to have been issued or transferred, and shall
cease to be available for future issuance or transfer in respect of any other
award granted hereunder, at the earlier of the time when they are actually
issued or transferred or the time when dividends or dividend equivalents are
paid thereon; provided, however,
that Restricted Shares shall be deemed to have been issued or transferred at
the earlier of the time when they cease to be subject to a substantial risk of
forfeiture or the time when dividends are paid thereon.


 


(iii)                               Performance Units that are granted under this
Plan, but are not earned by the Participant at the end of the Performance
Period, shall be available for future grants of Performance Units hereunder.


 


(d)                                 Subject to adjustment as provided in
Section 10 of this Plan, the maximum number of shares of Common Stock that
may be covered by Option Rights, Appreciation Rights, Restricted Shares,
Deferred Shares and Performance Shares, in the aggregate, granted to any one
Participant during any calendar year shall be 125,000 shares.


 


4.                                       Option Rights. The
Board may from time to time authorize grants to Participants of Option Rights
upon such terms and conditions as the Board may determine in accordance with
the following provisions:


 


(a)                                  Each grant shall specify the number of Common
Shares to which it pertains.


 


(b)                                 Each grant shall specify an Option Price per
Common Share, which shall be equal to or greater than the Market Value per
Share on the Date of Grant; provided,
however, that the Option Price per Common Share of a Replacement
Option Right may be less that the Market Value per Share on the Date of Grant.


 


(c)                                  Each grant shall specify the form of
consideration to be paid in satisfaction of the Option Price and the manner of
payment of such consideration, which may include (i) cash in the form of
currency or check or other cash equivalent acceptable to the Corporation,
(ii) nonforfeitable, unrestricted Common Shares that are already owned by
the optionee and have a value at the time of exercise that is equal to the
Option Price, (iii) any other legal consideration that the Board may deem
appropriate, including but not limited to any form of consideration authorized
under Section (d) below, on such basis as the Board may determine in
accordance with this Plan and (iv) any combination of the foregoing.


 


(d)                                 On or after the Date of Grant of any
Nonqualified Option, the Board may determine that payment of the Option Price
may also be made in whole or in part in the form of Restricted Shares or other
Shares that are subject to risk of forfeiture or restrictions on transfer.
Unless otherwise determined by the Board on or after the Date of Grant,
whenever any Option Price is paid in whole or in part by means of any of the
forms of consideration specified in this


 


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Section 4(d), the
Common Shares received by the Optionee upon the exercise of the Nonqualified
Option shall be subject to the same risks of forfeiture or restrictions on
transfer as those that applied to the consideration surrendered by the
optionee; provided, however, that
such risks of forfeiture and restrictions on transfer shall apply only to the
same number of Common Shares received by the optionee as applied to the
forfeitable or restricted Common Shares surrendered by the Optionee.


 


(e)                                  Any grant may provide for deferred payment of
the Option Price from the proceeds of sale through a broker on the date of
exercise of some or all of the Common Shares to which the exercise relates.


 


(f)                                    Successive grants may be made to the same
Participant regardless of whether any Option Rights previously granted to the
Participant remain unexercised.


 


(g)                                 Each grant may specify a period or periods of
continuous employment of the Optionee by the Corporation or any Subsidiary that
are necessary before the Option Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of the Option
Rights in the event of a change in control of the Corporation or other similar
transaction or event.


 


(h)                                 Option Rights granted pursuant to this
Section 4 may be Nonqualified Options or Tax-Qualified Options or
combinations thereof.


 


(i)                                     On or after the Date of Grant of any
Nonqualified Option, the Board may provide for the payment to the Optionee of
dividend equivalents thereon in cash or Common Shares on a current, deferred or
contingent basis, or the Board may provide that any dividend equivalents shall
be credited against the Option Price.


 


(j)                                     No Option Right granted pursuant to this Section 4
may be exercised more than 10 years from the Date of Grant.


 


(k)                                  Each grant shall be evidenced by an
agreement, which shall be executed on behalf of the Corporation by an officer
thereof and delivered to and accepted by the Optionee and shall contain such
terms and provisions as the Board may determine consistent with this Plan.


 


5.                                       Appreciation Rights. The Board may also authorize grants to Participants of Appreciation
Rights. An Appreciation Right shall be a right of the Participant to receive
from the Corporation an amount, which shall be determined by the Board and
shall be expressed as a percentage (not exceeding 100 percent) of the
Spread at the time of the exercise of an Appreciation Right. Any grant of
Appreciation Rights under this Plan shall be upon such terms and conditions as
the Board may determine in accordance with the following provisions:


 


(a)                                  Any grant may specify that the amount payable
upon the exercise of an Appreciation Right may be paid by the Corporation in
cash, Common Shares or any combination thereof and may (i) either grant to
the Participant or reserve to the Board the right to elect among those
alternatives or (ii) preclude the right of the Participant to receive and
the Corporation to issue Common Shares or other equity securities in lieu of
cash.


 


(b)                                 Any grant may specify that the amount payable
upon the exercise of an Appreciation Right shall not exceed a maximum specified
by the Board on the Date of Grant.


 


(c)                                  Any grant may specify (i) a waiting
period or periods before Appreciation Rights shall become exercisable and
(ii) permissible dates or periods on or during which Appreciation Rights
shall be exercisable.


 


(d)                                 Any grant may specify that an Appreciation
Right may be exercised only in the event of a change in control of the
Corporation or other similar transaction or event.


 


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(e)                                  On or after the Date of Grant of any
Appreciation Rights, the Board may provide for the payment to the Participant
of dividend equivalents thereon in cash or Common Shares on a current, deferred
or contingent basis.


 


(f)                                    Each grant shall be evidenced by an
agreement, which shall be executed on behalf of the Corporation by any officer
thereof and delivered to and accepted by the Optionee and shall describe the
subject Appreciation Rights, identify any related Option Rights, state that the
Appreciation Rights are subject to all of the terms and conditions of this Plan
and contain such other terms and provisions as the Board may determine consistent
with this Plan.


 


(g)                                 Regarding Tandem Appreciation Rights only:
Each grant shall provide that a Tandem Appreciation Right may be exercised only
(i) at a time when the related Option Right (or any similar right granted
under any other plan of the Corporation) is also exercisable and the Spread is
positive and (ii) by surrender of the related Option Right (or such other
right) for cancellation.


 


(h)                                 Regarding Free-Standing Appreciation Rights
only:


 


(i)                                     Each grant shall specify in respect of each
Free-Standing Appreciation Right a Base Price per Common Share, which shall be
equal to or greater than the Market Value per Share on the Date of Grant;


 


(ii)                                  Successive grants may be made to the same
Participant regardless of whether any Free-Standing Appreciation Rights
previously granted to the Participant remain unexercised;


 


(iii)                               Each grant shall specify the period or
periods of continuous employment of the Participant by the Corporation or any
Subsidiary that are necessary before the Free-Standing Appreciation Rights or
installments thereof shall become exercisable, and any grant may provide for
the earlier exercise of the Free-Standing Appreciation Rights in the event of a
change in control of the Corporation or other similar transaction or event; and


 


(iv)                              No Free-Standing Appreciation Right granted
under this Plan may be exercised more than 10 years from the Date of
Grant.


 


6.                                       Restricted Shares. The Board may also authorize grants
or sales to Participants of Restricted Shares upon such terms and conditions as
the Board may determine in accordance with the following provisions:


 


(a)                                  Each grant or sale shall constitute an
immediate transfer of the ownership of Common Shares to the Participant in
consideration of the performance of services, entitling the Participant to
dividend, voting and other ownership rights, subject to the substantial risk of
forfeiture and restrictions on transfer hereinafter referred to.


 


(b)                                 Each grant or sale may be made without
additional consideration from the Participant or in consideration of a payment
by the Participant that is less than the Market Value per Share on the Date of
Grant.


 


(c)                                  Each grant or sale shall provide that the
Restricted Shares covered thereby shall be subject to a “substantial risk of
forfeiture” within the meaning of Section 83 of the Code for a period to
be determined by the Board on the Date of Grant, and any grant or sale may
provide for the earlier termination of such period in the event of a change in
control of the Corporation or other similar transaction or event.


 


(d)                                 Each grant or sale shall provide that, during
the period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be prohibited or restricted in
the manner and to the extent prescribed by the Board on the Date of Grant. Such
restrictions may include, but are not limited to, rights of repurchase or first
refusal in the


 


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Corporation or provisions
subjecting the Restricted Shares to a continuing substantial risk of forfeiture
in the hands of any transferee.


 


(e)                                  Any grant or sale may require that any or all
dividends or other distributions paid on the Restricted Shares during the
period of such restrictions be automatically sequestered and reinvested on an
immediate or deferred basis in additional Common Shares, which may be subject
to the same restrictions as the underlying award or such other restrictions as
the Board may determine.


 


(f)                                    Each grant or sale shall be evidenced by an
agreement, which shall be executed on behalf of the Corporation by any officer
thereof and delivered to and accepted by the Participant and shall contain such
terms and provisions as the Board may determine consistent with this Plan.
Unless otherwise directed by the Board, all certificates representing
Restricted Shares, together with a stock power that shall be endorsed in blank
by the Participant with respect to the Restricted Shares, shall be held in
custody by the Corporation until all restrictions thereon lapse.


 


7.                                       Deferred Shares. The
Board may also authorize grants or sales to Participants of Deferred Shares
upon such terms and conditions as the Board may determine in accordance with
the following provisions:


 


(a)                                  Each grant or sale shall constitute the agreement
by the Corporation to issue or transfer Common Shares to the Participant in the
future in consideration of the performance of services, subject to the
fulfillment during the Deferral Period of such conditions as the Board may
specify.


 


(b)                                 Each grant or sale may be made without
additional consideration from the Participant or in consideration of a payment
by the Participant that is less than the Market Value per Share on the Date of
Grant.


 


(c)                                  Each grant or sale shall provide that the
Deferred Shares covered thereby shall be subject to a Deferral Period, which
shall be fixed by the Board on the Date of Grant, and any grant or sale may
provide for the earlier termination of the Deferral Period in the event of a
change in control of the Corporation or other similar transaction or event.


 


(d)                                 During the Deferral Period, the Participant
shall not have any right to transfer any rights under the subject award, shall
not have any rights of ownership in the Deferred Shares and shall not have any
right to vote the Deferred Shares, but the Board may on or after the Date of
Grant authorize the payment of dividend equivalents on the Deferred Shares in
cash or additional Common Shares on a current, deferred or contingent basis.


 


(e)                                  Each grant or sale shall be evidenced by an
agreement, which shall be executed on behalf of the Corporation by any officer
thereof and delivered to and accepted by the Participant and shall contain such
terms and provisions as the Board may determine consistent with this Plan.


 


8.                                       Performance Shares and Performance Units. The Board may also authorize grants of
Performance Shares and Performance Units, which shall become payable to the
Participant upon the achievement of specified Management Objectives, upon such
terms and conditions as the Board may determine in accordance with the
following provisions:


 


(a)                                  Each grant shall specify the number of
Performance Shares or Performance Units to which it pertains, which may be
subject to adjustment to reflect changes in compensation or other factors.


 


(b)                                 The Performance Period with respect to each
Performance Share or Performance Unit shall be determined by the Board on the
Date of Grant and may be subject to earlier termination in the event of a
change in control of the Corporation or other similar transaction or event.


 


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(c)                                  Each grant shall specify the Management
Objectives that are to be achieved by the Participant, which may be described
in terms of Corporation-wide objectives or objectives that are related to the
performance of the individual Participant or the Subsidiary, division,
department or function within the Corporation or Subsidiary in which the
Participant is employed.


 


(d)                                 Each grant shall specify in respect of the
specified Management Objectives a minimum acceptable level of achievement below
which no payment will be made and shall set forth a formula for determining the
amount of any payment to be made if performance is at or above the minimum
acceptable level but falls short of full achievement of the specified
Management Objectives.


 


(e)                                  Each grant shall specify the time and manner
of payment of Performance Shares or Performance Units that shall have been
earned, and any grant may specify that any such amount may be paid by the Corporation
in cash, Common Shares or any combination thereof and may either grant to the
Participant or reserve to the Board the right to elect among those
alternatives.


 


(f)                                    Any grant of Performance Shares may specify
that the amount payable with respect thereto may not exceed a maximum specified
by the Board on the Date of Grant. Any grant of Performance Units may specify
that the amount payable, or the number of Common Shares issuable, with respect
thereto may not exceed maximums specified by the Board on the Date of Grant.


 


(g)                                 On or after the Date of Grant of Performance
Shares, the Board may provide for the payment to the Participant of dividend
equivalents thereon in cash or additional Common Shares on a current, deferred
or contingent basis.


 


(h)                                 The Board may adjust Management Objectives
and the related minimum acceptable level of achievement if, in the sole
judgment of the Board, events or transactions have occurred after the Date of
Grant that are unrelated to the performance of the Participant and result in
distortion of the Management Objectives or the related minimum acceptable level
of achievement.


 


(i)                                     Each grant shall be evidenced by an
agreement, which shall be executed on behalf of the Corporation by any officer
thereof and delivered to and accepted by the Participant and shall contain such
terms and provisions as the Board may determine consistent with this Plan.


 


9.                                       Transferability. (a) Any
grant of an Option Right or other “derivative security” (as defined in
Rule 16a-1 (c) under Section 16(a) of the Exchange Act) under
this Plan may permit the transfer thereof by the Participant upon such terms
and conditions as the Board shall specify.


 


(b)                                 Any grant made under this Plan may provide
that all or any part of the Common Shares that are to be issued or transferred
by the Corporation upon the exercise of Option Rights or Appreciation Rights or
upon the termination of the Deferral Period applicable to Deferred Shares or in
payment of Performance Shares or Performance Units, or are no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to in
Section 6 of this Plan, shall be subject to further restrictions upon
transfer.


 


10.                                 Adjustments. The
Board may make or provide for such adjustments in the number of Common Shares
covered by outstanding Option Rights, Appreciation Rights, Deferred Shares and
Performance Shares granted hereunder, the Option Prices per Common Share or
Base Prices per Common Share applicable to any such Option Rights and
Appreciation Rights, and the kind of shares (including shares of another
issuer) covered thereby, as the Board may in good faith determine to be
equitably required in order to prevent dilution or expansion of the rights of
Participants that otherwise would result from (a) any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Corporation or (b) any merger, consolidation,
spin-off, spin-out, split-off, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance


 


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of
warrants or other rights to purchase securities or any other corporate
transaction or event having an effect similar to any of the foregoing. In the
event of any such transaction or event, the Board may provide in substitution
for any or all outstanding awards under this Plan such alternative
consideration as it may in good faith determine to be equitable under the
circumstances and may require in connection therewith the surrender of all
awards so replaced. Moreover, the Board may on or after the Date of Grant
provide in the agreement evidencing any award under this Plan that the holder
of the award may elect to receive an equivalent award in respect of securities of
the surviving entity of any merger, consolidation or other transaction or event
having a similar effect, or the Board may provide that the holder will
automatically be entitled to receive such an equivalent award. The Board may
also make or provide for such adjustments in the numbers of Common Shares
specified in Sections 3(a)(i) and 3(a)(ii) of this Plan as the Board
may in good faith determine to be appropriate in order to reflect any
transaction or event described in this Section 10.


 


11.                                 Fractional Shares. The
Corporation shall not be required to issue any fractional Common Shares
pursuant to this Plan. The Board may provide for the elimination of fractions
or for the settlement thereof in cash.


 


12.                                 Withholding Taxes. To
the extent that the Corporation is required to withhold federal, state, local
or foreign taxes in connection with any payment made or benefit realized by a
Participant or other person under this Plan, and the amounts available to the
Corporation for the withholding are insufficient, it shall be a condition to
the receipt of any such payment or the realization of any such benefit that the
Participant or such other person make arrangements satisfactory to the
Corporation for payment of the balance of any taxes required to be withheld. At
the discretion of the Board, any such arrangements may include relinquishment
of a portion of any such payment or benefit. The Corporation and any
Participant or such other person may also make similar arrangements with
respect to the payment of any taxes with respect to which withholding is not
required.


 


13.                                 Participation by Directors, Officers and Other Key Employees of or
Consultants to a Less-Than-80-Percent Subsidiary. As a condition to the effectiveness of any
grant or award to be made hereunder to a Participant who is a director or an
officer or other key employee of or a consultant to a Less-Than-80-Percent
Subsidiary, regardless of whether the Participant is also employed by the
Corporation or another Subsidiary, the Board may require the Less-Than-80-Percent
Subsidiary to agree to transfer to the Participant (as, if and when provided
for under this Plan and any applicable agreement entered into between the
Participant and the Less-Than-80-Percent Subsidiary pursuant to this Plan) the
Common Shares that would otherwise be delivered by the Corporation upon receipt
by the Less-Than 80-Percent Subsidiary of any consideration then otherwise
payable by the Participant to the Corporation. Any such award may be evidenced
by an agreement between the Participant and the Less-Than-80-Percent
Subsidiary, in lieu of the Corporation, on terms consistent with this Plan and
approved by the Board and the Less-Than-80-Percent Subsidiary. All Common
Shares so delivered by or to a Less-Than-80-Percent Subsidiary will be treated
as if they had been delivered by or to the Corporation for purposes of
Section 3 of this Plan, and all references to the Corporation in this Plan
shall be deemed to refer to the Less-Than-80-Percent Subsidiary except with
respect to the definitions of the Board and the Committee and in other cases
where the context otherwise requires.


 


14.                                 Certain Terminations of Employment, Hardship and Approved Leaves of
Absence. Notwithstanding any
other provision of this Plan to the contrary, in the event of termination of
employment by reason of death, disability, normal retirement, early retirement
with the consent of the Corporation, termination of employment to enter public
service with the consent of the Corporation or leave of absence approved by the
Corporation, or in the event of hardship or other special circumstances, of a
Participant who holds an Option Right or Appreciation Right that is not
immediately and fully exercisable, any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, any Deferred Shares as to which the Deferral Period is not
complete, any Performance Shares or Performance Units that have not been fully
earned,


 


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or
any Common Shares that are subject to any transfer restriction pursuant to
Section 9[(b)] of this Plan, the Board may take any action that it deems
to be equitable under the circumstances or in the best interests of the
Corporation, including without limitation waiving or modifying any limitation
or requirement with respect to any award under this Plan.


 


15.                                 Foreign Participants. In order to facilitate the making of any award or combination of
awards under this Plan, the Board may provide for such special terms for awards
to Participants who are foreign nationals, or who are employed by the
Corporation or any Subsidiary outside of the United States of America, as the
Board may consider necessary or appropriate to accommodate differences in local
law, tax policy or custom. Moreover, the Board may approve such supplements to,
or amendments, restatements or alternative versions of, this Plan as it may
consider necessary or appropriate for such purposes without thereby affecting
the terms of this Plan as in effect for any other purpose; provided, however that no such
supplements, amendments, restatements or alternative versions shall include any
provisions that are inconsistent with the terms of this Plan, as then in
effect, unless this Plan could have been amended to eliminate the inconsistency
without further approval by the stockholders of the Corporation.


 


16.                                 Administration of the Plan. (a) This Plan shall be administered by the Board, which may
delegate any or all of its authority hereunder to the Committee. To the extent
of any such delegation, references in this Plan to the Board shall be deemed to
refer to the Committee, unless the context requires otherwise. A majority of
the Board shall constitute a quorum, and the acts of the members of the Board
who are present at any meeting thereof at which a quorum is present, or acts
unanimously approved by the members of the Board in writing, shall be the acts
of the Board.


 


(b)                                 The interpretation and construction by the
Board of any provision of this Plan or any agreement, notification or document
evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Shares or Performance Units, and any determination
by the Board pursuant to any provision of this Plan or any such agreement,
notification or document, shall be final and conclusive. No member of the Board
shall be liable for any such action taken or determination made in good faith.


 


17.                                 Amendments and Other Matters. (a) This Plan may be amended from time
to time by the Board; provided, howeverexcept
as expressly authorized by this Plan, no such amendment shall increase the
numbers of Common Shares specified in Sections 3(a)(i) and
3(a)(ii) hereof or the number of Performance Units specified in
Section 3(b) hereof without the further approval of the stockholders of
the Corporation.


 


(b)                                 With the concurrence of the affected
Participant, the Board may cancel any agreement evidencing Option Rights or any
other award granted under this Plan. In the event of any such cancellation, the
Board may authorize the granting of new Option Rights or other awards
hereunder, which may or may not cover the same number of Common Shares as had
been covered by the cancelled Option Rights or other award, at such Option
Price, in such manner and subject to such other terms, conditions and
discretion as would have been permitted under this Plan had the cancelled
Option Rights or other award not been granted.


 


(c)                                  The Board may grant under this Plan any award
or combination of awards authorized under this Plan, including but not limited
to Replacement Option Rights, in exchange for the surrender and cancellation of
an award that was not granted under this Plan, including but not limited to an
award that was granted by the Corporation or a Subsidiary, or by another
corporation that is acquired by the Corporation or a Subsidiary by merger or
otherwise, prior to the adoption of this Plan by the Board, and any such award
or combination of awards so granted under this Plan may or may not cover the same
number of Common Shares as had been covered by the cancelled award and shall be
subject to such other terms, conditions and discretion as would have been
permitted under this Plan had the cancelled award not been granted.


 


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(d)                                 This Plan shall not confer upon any
Participant any right with respect to continuance of employment with the
Corporation or any Subsidiary and shall not interfere in any way with any right
that the Corporation or any Subsidiary would otherwise have to terminate any
Participant’s employment at any time.


 


(e)                                  To the extent that any provision of this Plan
would prevent any Option Right that was intended to qualify as a Tax-Qualified
Option from so qualifying, any such provision shall be null and void with
respect to any such Option Right; provided,
however that any such provision shall remain in effect with respect
to other Option Rights, and there shall be no further effect on any provision
of this Plan.


 


(f)                                    Notwithstanding the foregoing, neither the
Board nor any committee of the Board shall (i) amend an Option Right to
reduce its Option Price, (ii) cancel an Option Right and regrant an Option
Right with a lower Option Price than the original Option Price of the cancelled
Option Right, or (iii) take any other action (whether in the form of an
amendment, cancellation or replacement grant) that has the effect of repricing
an Option Right.


 


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