exv10w1



 





Exhibit 10.1




AMENDMENT NO. 6 TO THE 1995 STOCK COMPENSATION PLAN




Effective July 26, 2007, the following amendments to the 1995 Stock Compensation Plan were adopted:



Section 5(a) of the 1995 Stock Compensation Plan shall be amended in its entirety to read as
follows:




     (a) Exercise Price. Except as provided in Section 5(i), the exercise price
per share of Stock purchasable under a Stock Option shall be determined by the Committee
at the time of grant but shall be not less than 100% of the Fair Market Value of the
Stock on the date of grant.



Section 5(c) of the 1995 Stock Compensation Plan shall be amended in its entirety to read as
follows:




     (c) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the Committee at
the time of grant; provided, however, that, except as provided in Sections 5(f), (g), and
(h) and Section 8, unless otherwise determined by the Committee at the time of grant, no
Stock Option shall be exercisable prior to the first anniversary date of the granting of
the Option.



Section 5(d) of the 1995 Stock Compensation Plan shall be amended in its entirety to read as
follows:




     (d) Method of Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c), Stock Options may be exercised in whole or in part
at any time during the option period.




     Payment of the exercise price may be made by check, note (if approved by the Board),
or such other instrument or method as the Committee may accept. As determined by the
Committee, in its sole discretion, payment in full or in part may also be made by
delivery of Stock owned by the optionee for at least six months prior to the exercise of
the Option (based on the Fair Market Value of the Stock on the date the Option is
exercised, as determined by the Committee). Payment of the exercise price may be made
through exercise of either Tandem SARs or Freestanding SARs held by the optionee.




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



Section 5(f) of the 1995 Stock Compensation Plan shall be amended in its entirety to read as
follows:




     (f) Termination by Death. Subject to Section 5(i), if an optionee’s
employment by the Company or any Subsidiary, Parent, or Affiliate terminates by reason of
death, any Stock Option held by such optionee may thereafter be exercised, to the extent
such Option was exercisable at the time of death by the legal representative of the
optionee’s estate or by any person who acquired the Option by will or the laws of descent
and distribution, for a period of one year (or such other period as the Committee may
specify at grant) from the date of such death or until the expiration of the stated term
of such Stock Option, whichever period is the shorter.



Section 5(g) of the 1995 Stock Compensation Plan shall be amended in its entirety to read as
follows:




     (g) Termination by Reason of Disability. Subject to Section 5(i), if an
optionee’s employment by the Company or any Subsidiary, Parent, or Affiliate terminates
by reason of Disability, any Stock Option held by such optionee may thereafter be
exercised by the optionee, to the extent it was exercisable at the time of termination
until the expiration of the stated term of such Stock Option (unless otherwise specified
by the Committee at the time of grant); provided, however, that, if the optionee dies
prior to such expiration (or within such other period



 









 







as the Committee shall specify at grant), any unexercised Stock Option held by such
optionee shall thereafter be exercisable to the extent to which it was exercisable at the
time of death for a period of one year from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the shorter.



Section 5(h) of the 1995 Stock Compensation Plan shall be amended in its entirety to read as
follows:




     (h) Other Termination. Subject to Section 5(i), unless otherwise determined
by the Committee (or pursuant to procedures established by the Committee) at the time of
grant, if an optionee’s employment by the Company or any Subsidiary, Parent, or Affiliate
terminates for any reason other than death or Disability, the Stock Option shall be
exercisable, to the extent otherwise then exercisable, for the lesser of three months from
the date of termination of employment or the balance of such Stock Option’s term.



Section 7(b) of the 1995 Stock Compensation Plan shall be amended in its entirety to read as
follows:




     (b) Terms and Conditions. Unless otherwise provided in the related Award
Agreement, Stock subject to Awards made under this Section 7 may not be sold, assigned,
transferred, pledged, or otherwise encumbered prior to the date on which the Stock is
issued or, if later, the date on which any applicable restriction, performance, or
deferral period lapses.




     The Participant shall be entitled to receive, currently or on a deferred basis,
interest or dividends or interest or dividend equivalents with respect to the Stock
covered by the Award, as determined at the time of the Award by the Committee, in its
sole discretion, and the Committee may provide that such amounts (if any) shall be deemed
to have been reinvested in additional Stock or otherwise reinvested.




     Any Award under Section 7 and any Stock covered by any such Award shall vest or be
forfeited to the extent so provided in the Award Agreement, as determined by the
Committee, in its sole discretion.




     Each Award under this Section 7 shall be confirmed by, and subject to the terms of,
an Award Agreement or other instrument entered into by the Company and the Participant.




     Stock (including securities convertible into Stock) issued on a bonus basis under this
Section 7 may be issued for no cash consideration. The purchase price of any Stock
(including securities convertible into Stock) subject to a purchase right awarded under
this Section 7 shall be at least 100% of the Fair Market Value of the Stock on the date of
grant.



Section 8(b) of the 1995 Stock Compensation Plan shall be amended in its entirety to read as
follows:




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




     (i) A majority of directors of the Company elected by the holders of Company’s
Common Stock shall be persons other than persons:




     (A) for whose election proxies shall have been solicited by the
Board, or




     (B) who are then serving as directors 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.




     (ii) 30% or more of the outstanding voting stock of the Company is acquired or
beneficially owned (as defined in Rule 13d-3 under the Exchange Act, or any
successor rule thereto) by any person (other than the Company or a subsidiary of
the Company) or group of persons acting in concert (other than the acquisition and
beneficial



 









 







ownership by a parent corporation or its wholly-owned subsidiaries, as long as
they remain wholly-owned subsidiaries, of 100% of the outstanding voting stock of
the Company as a result of a merger which complies with paragraph (iii)(A)(II)
hereof in all respects), or




     (iii) The consummation of:




     (A) a merger or consolidation of the Company with or into another
entity other than




     (I) a merger or consolidation with a subsidiary of the
Company, or




     (II) a merger in which the persons who were the beneficial
owners, respectively, of the outstanding Common Stock and
outstanding voting stock of the Company immediately prior to such
merger beneficially own, directly or indirectly, immediately after
the merger, a majority of, respectively, the then outstanding
common stock and the then outstanding voting stock of the
surviving entity or its parent entity, or




     (B) an exchange, pursuant to a statutory exchange of shares of
outstanding voting stock of the Company held by shareholders of the
Company immediately prior to the exchange, of shares of one or more
classes or series of outstanding voting stock of the Company for cash,
securities, or other property, except for voting securities of a direct or
indirect parent entity of the Company (after giving effect to the
statutory share exchange) owning directly, or indirectly through
wholly-owned subsidiaries, both beneficially and of record 100% of the
outstanding voting stock of the Company immediately after the statutory
share exchange if (i) the persons who were the beneficial owners,
respectively, of the outstanding voting stock of the Company and the
outstanding Common Stock of the Company immediately before such statutory
share exchange own, directly or indirectly, immediately after the
statutory share exchange a majority of, respectively, the voting power of
the then outstanding voting securities and the then outstanding common
stock (or comparable equity interest) of such parent entity, and (ii) all
holders of any class or series of outstanding voting stock of the Company
immediately prior to the statutory share exchange have the right to
receive substantially the same per share consideration in exchange for
their outstanding voting stock of the Company as all other holders of such
class or series (except for those exercising statutory dissenters’
rights), or




     (C) the sale or other disposition of all or substantially all of the
assets of the Company (in one transaction or a series of transactions), or




     (iv) The approval by the shareholders of the Company of the liquidation or
dissolution of the Company.



Section 9 of the 1995 Stock Compensation Plan shall be amended in its entirety to read as follows:



     9. Amendments and Termination.




     The Board may amend, alter, discontinue, or terminate the Plan, or any portion
thereof, but no amendment, alteration, or discontinuation shall be made which would
impair the vested rights of a Participant under any Award theretofore granted without the
Participant’s consent or which, without the approval of the Company’s shareholders,
would:



 









 






     (a) except as expressly provided in this Plan, increase the total number of shares
reserved for the purpose of the Plan;




     (b) authorize an increase in the total number of shares reserved for issuance upon
exercise of Incentive Stock Options;




     (c) decrease the option price of any Incentive Stock Option to less than 100% of the
Fair Market Value on the date of grant;




     (d) permit the issuance of Stock prior to payment in full therefor;




     (e) change the employees or class of employees eligible to participate in the Plan;
or




     (f) extend the maximum option period under Section 5(i) of the Plan.



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



Section 11 of the 1995 Stock Compensation Plan shall be amended by adding subsections (j) and (k)
as follows:




     (j) If any Award would be considered deferred compensation as defined under Code
Section 409A and would fail to meet the requirements of Code Section 409A, then such
Award shall be null and void. However, the Committee may permit deferrals of
compensation pursuant to the terms of a Participant’s Award Agreement, a separate plan,
or a subplan which (in each case) meets the requirements of Code Section 409A.
Additionally, to the extent any Award is subject to Code Section 409A, notwithstanding
any provision herein to the contrary, this Plan does not permit the acceleration of the
time or schedule of any distribution related to such Award, except as permitted by Code
Section 409A.




     (k) Although the Company intends to administer the Plan so that Awards will be
exempt from, or will comply with, the requirements of Code Section 409A, the Company does
not warrant that any Award under the Plan will qualify for favorable tax treatment under
Code Section 409A or any other provision of federal, state, local, or foreign law. The
Company shall not be liable to any Participant for any tax the Participant might owe as a
result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.