ex10-9.htm


     

    
      Exhibit
10.9

      


      


      Brink’s
Home Security Holdings, Inc.

      Irving,
Texas

       

       

       

       

       

       

       

       

      Non-Employee
Directors’ Equity Plan

       

      


      


      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      


      


      


      


      BRINK’S
HOME SECURITY HOLDINGS, INC.

      NON-EMPLOYEE
DIRECTORS’ EQUITY PLAN

       

      


      SECTION
1.  Purpose.

       

      The
purpose of the Brink’s Home Security Holdings, Inc. Non-Employee Directors’
Equity Plan is to attract and retain the services of experienced independent
directors for Brink’s Home Security Holdings, Inc. by encouraging them to
acquire a proprietary interest in Brink’s Home Security Holdings, Inc. in the
form of shares of Brink’s Home Security Holdings, Inc. common
stock.  Brink’s Home Security Holdings, Inc. intends the Brink’s Home
Security Holdings, Inc. Non-Employee Directors’ Equity Plan to provide those
directors with additional incentive to further the best interests of Brink’s
Home Security Holdings, Inc. and its shareholders.

       

      SECTION
2.  Definitions.

       

      As used
in the Plan, the following terms shall have the meanings set forth
below:

       

      (a)           “Act” shall mean the Securities
Exchange Act of 1934, as amended.

       

      (b)           “Affiliate” shall mean (i) any
entity that, directly or indirectly, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in either case as
determined by the Board.

       

      (c)           “Award” shall mean any Option,
Stock Appreciation Right, award of Restricted Stock, Other Stock-Based Award,
Converted Option or Replacement Deferred Stock Unit granted under the
Plan.

       

      (d)           “Award Agreement” shall mean
any written agreement, contract or other instrument or document evidencing any
Award granted under the Plan, which may, but need not, be executed or
acknowledged by a Participant.

       

      (e)           “Beneficiary” shall mean a
person or persons entitled to receive payments or other benefits or exercise
rights that are available under the Plan in the event of the Participant’s
death.

       

      (f)           “Board” shall mean the board of
directors of the Company.

       

      (g)           “Change in Control” shall mean
the occurrence of:

       

      (i) (A)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the Shares would be
converted into cash, securities or other property other than a consolidation or
merger in which holders of the total voting power in the election of directors
of the Company of Shares outstanding (exclusive of shares held by the Company’s
Affiliates) (the “Total Voting
Power”) immediately prior to the consolidation or merger will have the
same proportionate ownership of the total voting power in the election of
directors of the surviving corporation immediately after the consolidation or
merger, or (B) any sale, lease, exchange or other transfer (in one transaction
or a series of transactions) of all or substantially all the assets of the
Company;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      (ii) any
“person” (as defined in Section 13(d) of the Act) other than the Company, its
Affiliates or an employee benefit plan or trust maintained by the Company or its
affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the
Act), directly or indirectly, of more than 20% of the Total Voting Power;
or

      


      (iii) at
any time during a period of two consecutive years, individuals who at the
beginning of such period constituted the Board ceasing for any reason to
constitute at least a majority thereof, unless the election by the Company’s
shareholders of each new director during such two-year period was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such two-year period.

      


      (h)           “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.

       

      (i)           “Company” shall mean Brink’s
Home Security Holdings, Inc.

       

      (j)           “Converted Options” shall mean
the options to purchase Shares into which stock options that were originally
issued under The Brink’s Company Non-Employee Directors’ Stock Option Plan or
The Brink’s Company Non-Employee Directors’ Equity Plan are converted pursuant
to the EMA Agreement.

       

      (k)           “Distribution” shall mean the
consummation of the distribution, on a pro rata basis, by The
Brink’s Company to the record holders of The Brink’s Company of all of the
outstanding shares of Company stock owned by The Brink’s Company on the date of
distribution.

       

      (l)           “EMA Agreement” shall mean the
Employee Matters Agreement by and between The Brink’s Company and the
Company.

       

      (m)           “Fair Market Value” shall mean
with respect to Shares, the average of the high and low quoted sale prices of a
share of such common stock on the date in question (or, if there is no reported
sale on such date, on the last preceding date on which any reported sale
occurred) on the New York Stock Exchange Composite Transactions Tape or with
respect to any property other than Shares, the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Board.

       

       

      
        
          
          

        

        
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      (n)           “Non-Qualified Stock Option”
shall mean an option representing the right to purchase Shares from the Company,
granted under and in accordance with the terms of Section 6.

       

      (o)           “Option” shall mean a
Non-Qualified Stock Option.

       

      (p)           “Other Stock-Based Award” shall
mean any right granted under Section 9.

       

      (q)           “Participant” shall mean an
individual granted an Award under the Plan.

       

      (r)           “Plan” shall mean this Brink’s
Home Security Holdings, Inc. Non-Employee Directors’ Equity Plan.

       

      (s)           “Replacement Deferred Stock
Units” shall mean the deferred stock units with respect to Shares that
replace, pursuant to the EMA Agreement, deferred stock units that were
originally issued under The Brink’s Company Non-Employee Directors’ Equity Plan
that are forfeited in connection with the Distribution.

       

      (t)           “Restricted Stock” shall mean
any Share granted under Section 8.

       

      (u)           “Retirement” shall mean
termination of service on or after the date the Participant has attained age 65
and completed at least five years of service on the Board or the board of
directors of The Brink’s Company.

       

      (v)           
“SAR” or “Stock Appreciation Right”
shall mean any right
granted to a Participant pursuant to Section 7 to receive, upon exercise by the
Participant, the excess of (i) the Fair Market Value of one Share on the date of
exercise or at any time during a specified period before the date of exercise
over (ii) the grant price of the right on the date of grant, or if granted
in connection with an outstanding Option on the date of grant of the related
Option, as specified by the Board in its sole discretion, which, except in
connection with an adjustment provided in Section 5(d), shall not be less than
the Fair Market Value of one Share on such date of grant of the right or the
related Option, as the case may be.

       

      (w)           “Shares” shall mean shares of
the common stock of the Company.

       

      (x)           “Subsidiary” shall mean any
corporation of which stock representing at least 50% of the ordinary voting
power is owned, directly or indirectly, by the Company.

       

      SECTION
3.  Eligibility.  

       

      Members
of the Board who are not full-time or part-time officers or employees of the
Company or any of its Subsidiaries shall be eligible to receive Awards
hereunder.

       

       

      
        
          
          

        

        
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      SECTION
4.  Administration.

       

      (a)           The
Plan shall be administered by the Board.  The Board may issue rules
and regulations for administration of the Plan.  The Board shall meet
at such times and places as it may determine.

       

      (b)           Subject
to the terms of the Plan and applicable law, the Board shall have full power and
authority to: (i) designate Participants; (ii) determine the type or types of
Awards to be granted to each Participant under the Plan; (iii) determine the
number of Shares to be covered by (or with respect to which payments, rights, or
other matters are to be calculated in connection with) Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash, Shares,
other securities, or other Awards, or canceled, forfeited or suspended, and the
method or methods by which Awards may be settled, exercised, canceled, forfeited
or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, and other amounts
payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the holder thereof or of the Board; (vii)
interpret and administer the Plan and any instrument or agreement relating to,
or Award made under, the Plan; (viii) establish, amend, suspend or waive such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (ix) make any other determination and
take any other action that the Board deems necessary or desirable for the
administration of the Plan.

       

      (c)           All
decisions of the Board shall be final, conclusive and binding upon all parties,
including the Company, the shareholders and the Participants.

       

      SECTION
5.  Shares Available
for Awards.

       

      
        (a)           Subject
to adjustment as provided below, the number of Shares available for issuance
under the Plan shall be equal to the sum of (i)
[500,000]1, (ii) the
aggregate number of Shares subject to the Converted Options and (iii) the
aggregate number of Shares subject to the Replacement Deferred Stock
Units.  Any Shares covered by an Award other than Options, SARs,
Converted Options and Replacement Deferred Stock Units shall be counted against
this limit as [2]2
Shares for every one Share covered by the Award.  In addition, each
SAR shall be counted against this limit as one Share, regardless of whether a
Share is used to settle the SAR upon exercise.

         

      

       

       

      _________________________________

      1  Assumes a
one-for-one ratio of BHS shares distributed in the Distribution to BCO
shares.

      2  Assumes a
one-for-one ratio of BHS shares distributed in the Distribution to BCO
shares.

       

       

       

      
        
          
          

        

        
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      (b)           If,
after the effective date of the Plan, any Shares covered by an Award (including
Converted Options and Replacement Deferred Stock Units), or to which such an
Award relates, are forfeited, or if such an Award otherwise terminates without
the delivery of Shares or of other consideration, then the Shares covered by
such Award, or to which such Award relates, to the extent of any such forfeiture
or termination, shall again be, or shall become, available for issuance under
the Plan.

       

      (c)           Any
Shares delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or Shares acquired by the Company.

       

      (d)           In
the event that the Board shall determine that any dividend or other distribution
(whether in the form of cash, Shares or other securities), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar corporate
transaction or event affects the Shares such that an adjustment is determined by
the Board to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Board shall, in such manner as it may deem equitable, adjust any or all
of (i) the number and type of Shares (or other securities) which thereafter may
be made the subject of Awards, including the aggregate limit specified in
Section 5(a), (ii) the number and type of Shares (or other securities) subject
to outstanding Awards, and (iii) the grant, purchase, or exercise price with
respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, however, that the
number of Shares subject to any Award denominated in Shares shall always be a
whole number.

       

      (e)           Effective
as of the Distribution, the Converted Options shall become obligations of the
Company under the Plan, and the Company shall assume all liabilities and
responsibilities with respect thereto, in each case as provided in the EMA
Agreement.  Effective as of the Distribution, the Replacement Deferred
Stock Units shall be granted under the Plan in replacement of the deferred stock
units that were originally issued under The Brink’s Company Non-Employee
Directors’ Equity Plan that are forfeited in connection with the Distribution,
as provided in the EMA Agreement.  Notwithstanding anything to the
contrary, the terms and conditions applicable to the Converted Options and the
Replacement Deferred Stock Units shall be as specified in the EMA
Agreement.

       

      SECTION
6.  Options.

       

      The Board
is hereby authorized to grant Options to Participants with the following terms
and conditions and with such additional terms and conditions, in either case not
inconsistent with the provisions of the Plan, as the Board shall
determine:

       

       

       

      
        
          
          

        

        
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      (a)           The
purchase price per Share under an Option shall be determined by the Board; provided, however, that such purchase
price shall not be less than the Fair Market Value of a Share on the date of
grant of such Option.

       

      (b)           The
term of each Option shall be fixed by the Board but shall not exceed 6 years
from the date of grant thereof.

       

      (c)           The
Board shall determine the time or times at which an Option may be exercised in
whole or in part; provided, however, that, except in
the event of a Change in Control, an Option shall not be exercisable before the
expiration of six months from the date the Option is granted.

       

      (d)           The
Board shall determine the method or methods by which, and the form or forms,
including, without limitation, cash, Shares, other Awards, or any combination
thereof, having a Fair Market Value on the exercise date equal to the relevant
exercise price, in which, payment of the exercise price with respect to Awards
may be made or deemed to have been made.

       

      (e)           Options
shall not be granted under the Plan in consideration for and shall not be
conditioned upon the delivery of Shares to the Company in payment of the
exercise price and/or tax withholding obligation under any other stock
option.

       

      (f)           Section
10 sets forth certain additional provisions that shall apply to
Options.

       

      SECTION
7. Stock Appreciation
Rights.

       

      (a)           The
Board is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with
terms and conditions as the Board shall determine not inconsistent with the
provisions of the Plan.

       

      (b)           SARs
may be granted hereunder to Participants either alone (“freestanding”) or in addition
to other Awards granted under the Plan (“tandem”) and may, but need
not, relate to a specific Option granted under Section 6.

       

      (c)           Any
tandem SAR related to an Option may be granted at the same time such Option is
granted or at any time thereafter before exercise or expiration of such
Option.  In the case of any tandem SAR related to any Option, the SAR
or applicable portion thereof shall not be exercisable until the related Option
or applicable portion thereof is exercisable and shall terminate and no longer
be exercisable upon the termination or exercise of the related Option, except
that a SAR granted with respect to less than the full number of Shares covered
by a related Option shall not be reduced until the exercise or termination of
the related Option exceeds the number of Shares not covered by the
SAR.  Any Option related to any tandem SAR shall no longer be
exercisable to the extent the related SAR has been exercised.

       

       

       

      
        
          
          

        

        
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      (d)           A
freestanding SAR shall not have a term of greater than 6 years or an exercise
price less than 100% of Fair Market Value of a Share on the date of grant and,
except in the event of a Change in Control, shall not be exercisable before the
expiration of six months from the date the SAR is granted.

       

      (e)           Section
10 sets forth certain additional provisions that shall apply to
SARs.

       

      SECTION
8.  Restricted
Stock.

       

      (a)           The
Board is hereby authorized to grant Awards of Restricted Stock to
Participants.

       

      (b)           Shares
of Restricted Stock shall be subject to such restrictions as the Board may
impose (including, without limitation, any limitation on the right to vote a
Share of Restricted Stock or the right to receive any dividend or other right),
which restrictions may lapse separately or in combination at such time or times,
in such installments or otherwise, as the Board may deem appropriate; provided, however, that
subject to Section 11(g), Restricted Stock shall have a vesting period of not
less than six months.

       

      (c)           Any
Share of Restricted Stock granted under the Plan may be evidenced in such manner
as the Board may deem appropriate including, without limitation, book-entry
registration or issuance of a stock certificate or certificates.  In
the event any stock certificate is issued in respect of Shares of Restricted
Stock granted under the Plan, such certificate shall be registered in the name
of the Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock.

       

      (d)           The
Board may in its discretion, when it finds that a waiver would be in the best
interests of the Company, waive in whole or in part any or all restrictions with
respect to Shares of Restricted Stock; provided, that the Board may
not waive the restriction in the proviso of Section 8(b).

       

      (e)           Section
10 sets forth certain additional provisions that shall apply to Restricted
Stock.

       

      SECTION
9.  Other
Stock-Based Awards.

       

      The Board
is hereby authorized to grant to Participants such other Awards (including,
without limitation, rights to dividends and dividend equivalents) that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares) as are deemed by the Board to be consistent
with the purposes of the Plan.  Subject to the terms of the Plan, the
Board shall determine the terms and conditions of such Awards.  Shares
or other securities delivered pursuant to a purchase right granted under this
Section 9 shall be purchased for such consideration, which may be paid by such
method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards, or any combination thereof, as the
Board shall determine, the value of which consideration, as established by the
Board, shall not be less than the Fair Market Value of such Shares or other
securities as of the date such purchase right is granted.

       

       

      
        
          
          

        

        
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      SECTION
10.  Effect of
Termination of Service on Awards.

       

      Except as
otherwise provided by the Board at the time an Option, SAR, or Award of
Restricted Stock is granted or in any amendment thereto, if a Participant ceases
to serve as a member of the Board, then:

       

      (a)           with
respect to an Option or SAR:

       

      (i)                 subject
to Section 10(a)(ii), if termination of service is by reason of the
Participant’s permanent and total disability or by reason of the Participant’s
Retirement, each Option or SAR held by the Participant shall continue to remain
outstanding and shall become or remain exercisable and in full force and effect
in accordance with its terms until the expiration date of the
Award;

       

      (ii)                 if
termination of such service is by reason of the death of the Participant, or if
the Participant dies after permanent and total disability or after the
Participant’s Retirement as referred to in Section 10(a)(i), each Option or SAR
held by the Participant shall become fully exercisable at the time of the
Participant’s death and may be exercised by the Participant’s Beneficiary at any
time within a period of three years after death (but not after the expiration
date of the Award);

       

      (iii)                 if
termination of such service is for any reason other than as provided in Section
10(a)(i) or (ii), each Option or SAR held by the Participant shall continue to
remain outstanding and shall become or remain exercisable and in full force and
effect in accordance with its terms until the first anniversary of such
termination of service (but not after the expiration date of such
Award);

       

      (b)           with
respect to Restricted Stock:

       

      (i)                 subject
to Section 10(b)(ii), if termination of service is by reason of the
Participant’s permanent and total disability, each Restricted Stock Award held
by the Participant shall continue to remain outstanding and in full force and
effect and any restrictions with respect to such Restricted Stock Award shall
lapse in accordance with the terms of the Award;

       

      (ii)                 if
termination of service is by reason of the Participant’s death, or if the
Participant dies after permanent and total disability as referred to in Section
10(b)(i), any and all restrictions with respect to each Restricted Stock Award
held by the Participant shall lapse at the time of the Participant’s
death;

       

       

       

      
        
          
          

        

        
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      (iii)                 if
termination of service is for any reason other than as provided in Section
10(b)(i) or (b)(ii), any Restricted Stock Award held by the Participant that
remains subject to restrictions shall be canceled as of such termination of
service and shall have no further force or effect.

       

      SECTION
11.  General
Provisions Applicable to Awards.

       

      (a)           Awards
shall be granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law.

       

      (b)           Awards
may, in the discretion of the Board, be granted either alone or in addition to
or in tandem with any other Award or any award granted under any other plan of
the Company.  Awards granted in addition to or in tandem with other
Awards, or in addition to or in tandem with awards granted under any other plan
of the Company, may be granted either at the same time as or at a different time
from the grant of such other Awards or awards.

       

      (c)           Subject
to the terms of the Plan, payments or transfers to be made by the Company upon
the grant, exercise or payment of an Award may be made in the form of cash,
Shares, other securities or other Awards, or any combination thereof, as
determined by the Board in its discretion at the time of grant, and may be made
in a single payment or transfer, in installments, or on a deferred basis, in
each case in accordance with rules and procedures established by the
Board.  Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on installment or
deferred payments or the grant or crediting of dividend equivalents in respect
of installment or deferred payments.

       

      (d)           No
Award and no right under any Award shall be assignable, alienable, saleable or
transferable by a Participant otherwise than by will or pursuant to


      Section
11(e).  Each Award, and each right under any Award, shall be
exercisable during the Participant’s lifetime only by the Participant or, if
permissible under applicable law, by the Participant’s guardian or legal
representative.  The provisions of this paragraph shall not apply to
any Award which has been fully exercised, earned or paid, as the case may be,
and shall not preclude forfeiture of an Award in accordance with the terms
thereof.

       

      (e)           A
Participant may designate a Beneficiary or change a previous beneficiary
designation at such times prescribed by the Board by using forms and following
procedures approved or accepted by the Board for that purpose.  If no
Beneficiary designated by the Participant is eligible to receive payments or
other benefits or exercise rights that are available under the Plan at the
Participant’s death, the Beneficiary shall be the Participant’s
estate.

       

       

      
        
          
          

        

        
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      (f)           All
certificates for Shares or other securities delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Board may deem advisable under the Plan or the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares or other securities are
then listed, and any applicable Federal or state securities laws, and the Board
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.

       

      (g)           Unless
specifically provided to the contrary in any Award Agreement, upon a Change in
Control, all Awards shall become fully exercisable, shall vest and shall be
settled, as applicable, and any restrictions applicable to any Award shall
automatically lapse. 

       

      SECTION
12.  Amendments and
Termination.

       

      (a)           Except
to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan, the Board may amend, alter,
suspend, discontinue, or terminate the Plan or any portion thereof at any time;
provided, however, that
no such amendment, alteration, suspension, discontinuation or termination shall
be made without (i) shareholder approval if such approval is required by the
listing company rules of the New York Stock Exchange or (ii) the consent of the
affected Participant, if such action would adversely affect the rights of such
Participant under any outstanding Award, except to the extent any such
amendment, alteration, suspension, discontinuance or termination is made to
cause the Plan to comply with applicable law, stock exchange rules and
regulations or accounting or tax rules and
regulations.  Notwithstanding anything to the contrary herein, the
Board may amend the Plan in such manner as may be necessary to enable the Plan
to achieve its stated purposes in any jurisdiction in a tax-efficient manner and
in compliance with local rules and regulations.

       

      (b)           The
Board may waive any conditions or rights under, amend any terms of, or amend,
alter, suspend, discontinue or terminate, any Award theretofore granted,
prospectively or retroactively, without the consent of any relevant Participant
or holder or beneficiary of an Award, provided, however, that no
such action shall impair the rights of any affected Participant or holder or
beneficiary under any Award theretofore granted under the Plan, except to the
extent any such action is made to cause the Plan to comply with applicable law,
stock exchange rules and regulations or accounting or tax rules and regulations;
and provided further
that, except as provided in Section 5(d), no such action shall directly or
indirectly, through cancellation and regrant or any other method, reduce, or
have the effect of reducing, the exercise price of any Award established at the
time of grant thereof.

       

      (c)           The
Board shall be authorized to make adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of events (including,
without limitation, the events described in Section 5(d)) affecting the Company,
or the financial statements of the Company, or of changes in applicable laws,
regulations or accounting principles, whenever the Board determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the
Plan.

       

       

       

      
        
          
          

        

        
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      (d)           The
Board may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

       

      SECTION
13.  Miscellaneous.

       

      (a)           No
Participant or other person shall have any claim to be granted any Award under
the Plan, and there is no obligation for uniformity of treatment of Participants
or holders or beneficiaries of Awards under the Plan.  The terms and
conditions of Awards need not be the same with respect to each
recipient.

       

      (b)           The
Company shall be authorized to withhold from any Award granted or any payment
due or transfer made under any Award or under the Plan or from any compensation
or other amount owing to a Participant the amount (in cash, Shares, other
securities or other Awards) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action (including, without limitation, providing for elective
payment of such amounts in cash or Shares by the Participant) as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.

       

      (c)           Nothing
contained in the Plan shall prevent the Company from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific
cases.

       

      (d)           The
grant of an Award shall not be construed as giving a Participant the right to be
retained in the service of the Board or the Company.  The receipt of
any Award under the Plan is not intended to confer any rights on the receiving
Participant except as set forth in such Award.

       

      (e)           If
any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction, or as to any person or Award, or
would disqualify the Plan or any Award under any law deemed applicable by the
Board, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Board, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, person or
Award, and the remainder of the Plan and any such Award shall remain in full
force and effect.

       

       

       

      
        
          
          

        

        
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      (f)           Neither
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company and a
Participant or any other person.  To the extent that any person
acquires a right to receive payments from the Company pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

       

      (g)           No
fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Board shall determine whether cash or other securities shall be
paid or transferred in lieu of any fractional Shares, or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.

       

      SECTION
14.  Effective Date
of the Plan.

       

      The Plan
shall become effective upon the Distribution.

       

      SECTION
15.  Term of the
Plan.

       

      No Award
shall be granted under the Plan after the date of the annual shareholders
meeting in the tenth year after the effective date of the
Plan.  However, unless otherwise expressly provided in the Plan or in
an applicable Award Agreement, any Award theretofore granted may extend beyond
such date, and the authority of the Board to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall
extend beyond such date.

       

       

       

    

     

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