exv10w7



 





Exhibit 10.7




AMENDED AND RESTATED

MERISTAR HOSPITALITY CORPORATION

EMPLOYEE STOCK PURCHASE PLAN











 




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 ARTICLE I — PURPOSE




1.1.  Purpose 



     The MeriStar Hospitality Corporation Stock Purchase Plan (the “Plan”) is
intended to provide a method whereby eligible employees of MeriStar Hospitality
Corporation (hereinafter referred to, unless the context otherwise requires, as
the “Company”) and any Affiliated Entity will have an opportunity to acquire a
proprietary interest in the Company through the purchase of shares of Common
Stock of the Company.



 ARTICLE II — DEFINITIONS




2.1.  Affiliated Entity 



     “Affiliated Entity” means any corporation of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.



2.2.  Base Pay 



     “Base Pay” means base salary paid in each Offer Period. Eligible
compensation does not include overtime, bonuses, severance pay, incentive pay,
shift premium differentials, pay in lieu of vacation, imputed income for income
tax purposes, patent and award fees, awards and prizes, back pay awards,
reimbursement of expenses and living allowances, educational allowances,
expense allowances, disability benefits under any insurance program, fringe
benefits, deferred compensation, compensation under the Company’s stock plans,
amounts paid for services as an independent contractor, or any other
compensation excluded by the Board of Directors in its discretion. Compensation
shall be determined before giving effect to any salary reduction agreement
pursuant to a qualified cash or deferred arrangement within the meaning of
Section 401(k) of the Code or to any similar reduction agreement pursuant to
any cafeteria plan (within the meaning of Section 125 of the Code).



2.3.  Committee 



     “Committee” means the individuals described in Article XI.



2.4.  Common Stock 



     “Common Stock” means common stock, par value $01 per share, of the Company.



2.5.  Common Stock Account 



     “Common
Stock Account” means the account established with, and maintained
by, the Custodian, for the purpose of holding Common Stock purchased pursuant
to this Plan.



2.6.  Custodian 



     “Custodian” means the agent selected by the Committee to hold Common Stock
purchased under the Plan.










 




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2.7.  Employee 



     “Employee” means, subject to Section 3.2, any person employed by the
Company whose customary employment is for twenty (20) or more hours per week
for the Company or any Affiliated Entity.



2.8.  Offer Date 



     “Offer Date” means the date first Trading Day of every month.



2.9.  Offer Period 



     “Offer Period” means the period commencing on each Offer Date and ending
on the last Trading Date of the month.



2.10.  Offering Termination Date 



     “Offering Termination Date” means the last Trading Day of each month.



2.11.  Option Percentage 



     “Option Percentage” means the amount determined annually by the Committee
pursuant to Section 6.1.



2.12.  Option Value 



     “Option Value” means the amount determined under Section 6.1.



2.13.  Participant 



     “Participant” means any Employee who completes an authorization for
payroll deductions on a form provided by the Company and files it with the
Chief Financial Officer of the Company or his designee.



2.14.  Payroll Deduction Account 



     “Payroll Deduction Account” means the bookkeeping entry established by the
Company for each Participant pursuant to Section 5.2.



2.15.  Plan Administrator 



     “Plan Administrator” means the Company or any third party administrator
designated by the Company.



2.16.  Trading Day 



     “Trading Day” means a day on which shares of Common Stock are traded on
the New York Stock Exchange (or such other exchange on which the Common Stock
shall be principally traded).










 




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ARTICLE III — ELIGIBILITY AND PARTICIPATION 




3.1.  Initial Eligibility 



     Any Employee who shall have completed ninety (90) days employment and
shall be employed by the Company on the date his participation in the Plan is
to become effective shall be eligible to participate in Offerings (as
hereinafter defined) under the Plan which commence on or after such ninety day
period has concluded.



3.2.  Leave of Absence 



     For purposes of participation in the Plan a person on leave of absence
shall be deemed to be an Employee for the first ninety (90) days of such leave
of absence and such employee’s employment shall be deemed to have terminated at
the close of business on the 90th day of such leave of absence unless such
employee shall have returned to regular full-time or part-time employment (as
the case may be) prior to the close of business on such 90th day. Termination
by the Company of any employee’s leave of absence, other than termination of
such leave of absence on return to full time or part time employment, shall
terminate an employee’s employment for all purposes of the Plan and shall
terminate such employee’s participation in the Plan and right to exercise any
option.



3.3.  Restrictions on Participation 



     Notwithstanding any provisions of the Plan to the contrary, no Employee
shall be granted an option under the Plan:



     (a) if, immediately after the grant, such Employee would own stock, and/or
hold outstanding options to purchase stock, possessing five percent (5%) or
more of the total combined voting power or value of all classes of stock of the
Company or any Affiliated Entity; or



     (b) which permits his rights to purchase stock under all employee stock
purchase plans of the Company to accrue at a rate which exceeds $25,000 in fair
market value of the Common Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding.



3.4.  Commencement of Participation 



     Subject to Section 8.2, an eligible Employee may become a Participant by
completing an authorization for payroll deductions on the form provided by the
Company and filing it with the office of the Chief Financial Officer of the
Company (or his designee) on or before the first day of the month in which
participation is to commence. Payroll deductions for a Participant shall become
effective as of the first payroll period ending in the month in which
participation commences and shall remain in effect until modified or revoked by
the Participant pursuant to Section 5.3 or Article VIII.



3.5.  Custodial Account 



     As a condition to participation in this Plan, each Eligible Employee shall
be required to hold shares of Common Stock purchased hereunder in a Common
Stock Account and such Employee’s decision to participate in the Plan shall
constitute the appointment of the Custodian as custodial agent for the purpose
of holding such shares of Common Stock. Such Common Stock Account will be
governed by, and subject to, the terms and conditions of a written agreement
with the Custodian.











 




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 ARTICLE IV — OFFERINGS 




4.1.  Number of Shares to be Offered 



     The maximum number of shares of Common Stock of the Company that maybe
purchased under the Plan is 500,000. Such shares may be treasury shares or
authorized and unissued shares, as the Committee may determine in its
discretion. The Company, by action of its Board of Directors upon the advice of
the Committee and subject to stockholder approval, may increase the number of
shares reserved under the Plan.



4.2.  Offer Date 



     Upon each Offer Date, the Company will issue to each Participant, an
option to purchase, based upon the amount of the Employee’s Base Pay to be
reduced during the Offer Period, a number of shares of Common Stock (the
“Offering”) as determined and limited by Section 6.1.



 ARTICLE V — PAYROLL DEDUCTIONS 




5.1.  Amount of Payroll Deduction 



     At the time a Participant files his authorization for payroll deductions,
he shall elect to have deductions made from his Base Pay on each payday during
the time he is a Participant at the rate of 1, 2, 3, 4, 5, 6, 7 or 8% of his
Base Pay paid during an Offer Period, except that there shall be a minimum
authorization of $200 per calendar quarter.



5.2.  Participant’s Account 



     All payroll deductions made for a Participant shall be credited to his
Payroll Deduction Account pending the purchase of Common Stock in accordance
with the Plan. The Participant’s Payroll Deduction Account will consist of a
bookkeeping entry in the Company’s financial records. A Participant may not
make any separate cash payment into such Payroll Deduction Account except when
on leave of absence and then only as provided in Section 5.4.



5.3.  Changes in Payroll Deductions 



     A Participant may discontinue his participation in the Plan as described
in Article VIII, but no other change can be made with regard to an Offer Period
and, specifically, a Participant may not alter the amount of his payroll
deductions for that Offer Period. Except as provided in Article VIII, a
Participant may modify or revoke an authorization for payroll deductions only
with respect to future Offer Periods.



5.4.  Leave of Absence 



     If a Participant goes on an approved leave of absence, during the 90-day
period described in Section 3.2, such Participant shall have the right to
elect:



     (a) to withdraw the balance in his or her Payroll Deduction Account
pursuant to Section 8.1;



     (b) to discontinue contributions to the Plan but remain a Participant in
the Plan; or



     (c) to remain a Participant in the Plan during such leave of absence,
authorizing deductions to be made from payments by the Company to the
Participant during such leave of absence and undertaking to make cash payments
to the Company at the end of each payroll period to the extent that amounts
payable by the Company to such Participant are insufficient to meet such
Participant’s authorized payroll deductions. Any payment made to the Company
under this section will be reflected as a credit to the Participants Payroll
Deduction Account in accordance with Section 5.2.










 




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 ARTICLE VI — GRANTING OF OPTION




6.1.  Number of Option Shares 



     On each Offer Date, participating Employees shall be deemed to have been
granted options to purchase a number of shares of Common Stock of the Company
equal to the number of shares determined by dividing the amount of the
employee’s payroll deductions authorized to be made through the end of the
Offer Period plus any carryovers, by the Option Value of the Common Stock of
the Company. The Option Value for the Offer Period shall be the Option
Percentage, multiplied by the lesser of the closing price of a share of Common
Stock on the New York Stock Exchange (or such other exchange on witch the
Company’s Common Stock shall be principally traded) on the first Trading Day of
the Offer Period, or the closing price of a share of Common Stock on the New
York Stock Exchange (or such other exchange on which the Company’s Common Stock
shall be principally traded) on the Offering Termination Date.



     The Option Percentage shall be eighty-five percent (85%) provided,
however, the Committee, in its discretion, may amend the Option Percentage to
any percentage between 85% and 100% from time to time as is deemed appropriate.



6.2.  Option Price 



     The option price of Common Stock purchased with respect to an Offering
shall be the lesser of:



     (a) the Option Percentage multiplied by the closing price of the Common
Stock on the Offer Date; or



     (b) the Option Percentage multiplied by the closing price of the Common
Stock on tile Offering Termination Date.



6.3.  Common Stock Valuation 



     If the Common Stock of the Company is not traded on a public market on any
of the aforesaid dates for which closing prices of the Common Stock are to be
determined, such closing price shall be deemed to be the fair market value of
the Common Stock on that date, as determined by the Committee.



6.4.  Maximum Number of Shares per Offer Period 



     In no event may more than 1,000 shares of Common Stock be purchased by any one
Participant in any one Offer Period.



 ARTICLE VII — EXERCISE OF OPTION




7.1.  Automatic Exercise 



     Unless a Participant gives written notice to the Plan Administrator as
hereinafter provided, his option to purchase Common Stock with payroll
deductions credited to his Payroll Deduction Account will be deemed to have
been exercised automatically on the Offering Termination Date applicable to
such Offering, for the purchase of the number of whole and fractional shares of
Common Stock which the accumulated payroll deductions and any carryovers in his
Payroll Deduction Account at that time will purchase at the applicable option
price (but not in excess of the number of shares for which options have been
granted to the Employee pursuant to Article VI). Any amount credited to a
Participant’s Payroll Deduction Account which is not applied to purchase shares
of Common Stock in an Offering pursuant to this Section shall, subject to the
terms of the Plan, be used to purchase shares of Common Stock in the next
succeeding Offering.



7.2.  Fractional Shares 










 




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     Fractional shares (computed to 3 decimal places) may be credited to a
Participant’s Common Stock Account under the Plan but will not be distributed
to the Participant. If a Participant receives a withdrawal of, or sells from
his Common Stock Account, all whole shares credited to his Common Stock
Account, he shall also receive a cash distribution representing the value
(determined as of the withdrawal (or sale) date) of any fractional share
credited to his Common Stock Account and such fractional share shall cease to
be credited to such account.



7.3.  Transfer of Option 



     During a Participant’s lifetime, options held by such Participant shall be
exercisable only by that Participant.



7.4.  Stock Held by Custodian 



     As promptly as practicable after the Offering Termination Date of each
Offering, the Company will deliver to the Custodian certificates for the shares
of Common Stock purchased on account of such Offering.



7.5.  Restriction on Sale 



     Shares of Common Stock purchased pursuant on an Offering Termination
Date shall not be transferable by a Participant for a period of six months
immediately following such Offering Termination Date, unless a Participant is
terminating participation in the Plan, in which case such Participant may
immediately sell his Shares of Common Stock purchased hereunder.



 ARTICLE VIII — WITHDRAWAL




8.1.  In General 



     (a) Withdrawal of Payroll Deductions By written notice to the Plan
Administrator at any time prior to two days prior to the Offering Termination
Date applicable to any Offering, a Participant may elect to withdraw all (but
not less than all) of the amount then credited to his Payroll Deduction
Account. Payment of the amount credited to his Payroll Deduction Account will
be made to him in cash promptly alter receipt of his notice of withdrawal, and
no further payroll deductions will be made from his pay unless such Participant
again elects to participate, in the Plan (subject to Section 8.2) in accordance
with Section 3.4. The Committee may, at its option, treat any attempt to borrow
by an Employee on the security of his accumulated payroll deductions as an
election to withdraw such payroll deductions.



     (b) Withdrawal of Common Stock Subject to Section 7.5, by written notice
to the Custodian, a Participant may elect to receive a distribution of some or
all of the shares of Common Stock credited to his Common Stock Account.
Certificates representing such whole shares of Common Stock (and cash
representing any fractional share) shall be delivered to the Participant as
soon as reasonably practicable following such Participants election. The
Custodian may charge Participants a reasonable fee (as agreed to by the
Committee) for the delivery of share certificates in accordance with this
Section 8.1.



     (c) Sale of Common Stock By written notice to the Custodian, a Participant
may direct the Custodian to sell some or all of the whole shares of Common
Stock credited to his Common Stock Account. The proceeds of any such sale shall
be delivered to the Participant as soon as reasonably practicable following
such sale. The Custodian may charge Participants a reasonable fee (but not more
than the standard brokerage fee charged to individuals by the Custodian in the
ordinary course) for executing any such sale.










 




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8.2.  Effect of Withdrawals and Sales on Subsequent Participation 



     If a Participant withdraws shares of Common Stock from his Common Stock
Account or directs the Custodian to sell ally shares of Common Stock credited
to his Common Stock Account, he will be deemed to have elected a withdrawal of
all amounts credited to his Payroll Deduction Account, lie will not be eligible
to purchase any shares on the Offering Termination Date coincident or next
following such election to withdraw or dell, and he will not be eligible to
elect to participate in any Offering beginning within three months after the
date of such election to withdraw or sell. If a Participant withdraws any
amount credited to his Payroll Deduction Account, he will not be eligible to
purchase any shares on the Offering Termination Date coincident or next
following such election to withdraw or to elect to participate in any Offering
beginning within three months after the date of his election to withdraw. It
shall be the express responsibility of the Plan Administrator, and not the
Custodian, to ensure compliance with the provisions of this Section 8.2 of the
Plan.



8.3.  Termination of Employment 



     (a)  Payroll Deduction Account . Except as provided in Section 8.4,
upon termination of the Participant’s employment with the Company and all
Affiliated Entities for any reason, including retirement, the amount credited
to his Payroll Deduction Account will be deducted from his Payroll Deduction
Account and paid to him, or, in the case of death, to the person or persons
entitled thereto under Section 12.1 and the option granted to him for such
Offer Period shall automatically terminate.



     (b)  Common Stock Account.  Upon termination of the Participants
employment with the Company and all Affiliated Entities for any reason,
including retirement, the number of whole shares credited to his Common Stock
shall continue to be credited to his Common Stock Account until the Participant
directs the Custodian to sell or distribute such shares.



8.4.  Termination of Employment Due to Death 



     Upon termination of the Participants employment on account of his death,
his beneficiary (as defined in Section 12.1) shall have the right to elect, by
written notice given to the Plan Administrator prior to two days before the
Offering Termination Date, either:



     (a) to withdraw all of the payroll deductions credited to the Participants
Payroll Deduction Account under the Plan, in which case the Participant’s
option shall automatically expire; or



     (b) to exercise the Participants option for the purchase of stock on the
Offering Termination Date next following the date of the Participant’s death
for the purchase of the number of shares of stock which nay be purchased with
the amount credited to the Participant’s Payroll Deduction Account at the date
of the Participant’s death (but not in excess of the number of shares for which
options have been granted to the Employee pursuant to Article VI), and any
excess credited to such Payroll Deduction Account will be paid to said
beneficiary, without interest.



     In the event that no such written notice of election shall be timely
received by the Plan Administrator, the beneficiary shall automatically be
deemed to have elected, pursuant to paragraph (b), to exercise the
Participant’s option.



 ARTICLE IX — INTEREST; DIVIDENDS 




9.1.  Payment of Interest 



     No interest will be paid on any amounts deducted from a Participants payer
credited to his Payroll Deduction Account.










 




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9.2.  Dividends 



     Participants may elect to reinvest cash dividends paid on shares of
stock held in their Common Stock Account in MHC stock. For electing
participants, all cash dividends paid with respect to shares of Common Stock
held in a participant’s Common Stock Account shall be invested automatically in
shares of Common Stock purchased at one-hundred percent (100%) of fair market
value promptly following the receipt by the Custodian of such dividends. All
non-cash distributions paid on Common Stock held in a Participant’s Common
Stock Account shall be paid to the Participant as soon as practicable following
receipt thereof by the Custodian. Shares purchased as a result of dividend
reinvestment are acquired under a separate plan and will not reduce the 500,000
share limit shown in Section 4.1.



     An election to reinvest dividends must be filed with the Chief Financial
Officer of the Company (or his designee). Such election shall remain in effect
until the Participant makes a separate filing revoking the election with the
Chief Financial Officer (or his designee).



 ARTICLE X — STOCK




10.1.  Maximum Shares 



     If the total number of shares of Common Stock for which options are
exercised on any Offering Termination Date in accordance with Article VI
exceeds the maximum number of authorized shares remaining for purchase under
Section 4.1, the Committee shall make a pro rata allocation (based on the
amounts deducted from pay) of the shares of Common Stock available for delivery
and distribution in as nearly a uniform manner as shall be practicable and as
it shall determine to be equitable, and the balance credited to the Payroll
Deduction Account of each Participant under the Plan shall be paid to him as
promptly as possible.



10.2.  Participant’s Interest in Option Stock 



     The Participant will have no interest in any shares of stock covered by
his option until such option has been exercised and shares of Common Stock have
been credited to the Participant’s Common Stock Account.



10.3.  Registration of Stock 



     Common Stock purchased under the Plan shall be held by the Custodian, as
such, until distributed from Participants’ Common Stock Accounts. Shares of
Common Stock to be delivered to a Participant under the Plan will be registered
in the name of the Participant, or, if the Participant so directs by written
notice to the Custodian, in the names of the Participant and one such other
person as may be designated by the Participant, as joint tenants with rights of
survivorship, to the extent permitted by applicable law.



10.4.  Restrictions on Exercise 



     The Board of Directors may, in its discretion, require as conditions to
the exercise of any option that the shares of Common Stock reserved for
issuance upon the exercise of the option shall have been duly listed, upon
official notice of issuance, upon a stock exchange, and that either:



     (a) a Registration Statement under the Securities Act of 1933, as amended,
with respect to said shares shall be effective; or



     (b) the Participant shall have represented at the time of purchase, in
form and substance satisfactory to the Company, that it is his intention to
purchase the shares for investment and not for resale or distribution.










 




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ARTICLE XI — ADMINISTRATION




11.1  Appointment of Committee 



     The Board of Directors shall appoint a committee of two or more directors
(the Committee) to administer the Plan. No member of the Committee shall be an
Employee eligible to purchase Common Stock under the Plan,



11.2.  Authority of Committee 



     Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its discretion to appoint, remove and replace the
Custodian, to interpret and construe any and all provisions of the Plan, to
adopt rules and regulations for administering the Plan, and to rake all other
determinations deemed necessary or advisable for administering the Plan. The
Committees determination on the foregoing matters shall be conclusive.



11.3.  Rules Governing the Administration of the Committee 



     The Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed
and may fill vacancies, however caused, in the Committee. The Committee may
select one of its members as its Chairman and shall hold its meetings at such
times and places as it shall deem advisable and may hold telephonic meetings. A
majority of its members shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members. The Committee may correct
any defect or omission or reconcile any inconsistency in the Plan, in the
manner and to the extent it shall deem desirable and in accordance with
applicable law. Any decision or determination reduced to writing and signed by
all of the members of the Committee shall be as fully effective as if it had
been made by a majority vote at a meeting duly called and held. The Committee
may appoint a secretary and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.



 ARTICLE XII — MISCELLANEOUS




12.1.  Designation of Beneficiary 



     A Participant may file a written designation of one or more beneficiaries
who is to receive any shares of Common Stock issuable and/or cash payable after
the Participants death. Such designation of beneficiary may be changed by the
Participant at any time by written notice delivered prior to the Participants
death to the Plan Administrator (or his delegate). Upon the death of a
Participant, if the Custodian has received a valid designation of beneficiary
and receives sufficient proof of such beneficiary’s identity, the Custodian
shall deliver such shares of Common Stock and/or cash as are credited to the
Participants’ Common Stock Account and/or Payroll Deduction Account to such
beneficiary. In the event of the death of a Participant and in the absence of a
living, validly designated beneficiary, the Custodian shall deliver such shares
of Common Stock and/or cash to the executor or administrator of the estate of
the Participant, or if no such executor or administrator has been appointed (to
the knowledge of the Custodian), the Committee, in its discretion, may cause
the Custodian to deliver such shares of Common Stock and/or cash to the spouse
or to any one or more dependents of the Participant as the Committee may
designate. No beneficiary shall, prior to the death of the Participant by whom
he has been designated, acquire any interest in any shares of Common Stock or
cash credited to the Participant’s Common Stock Account or Payroll Deduction
Account under the Plan,










 




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12.2.  Transferability 



     Neither payroll deductions credited to a Participants Payroll Deduction
Account nor any rights with regard to the exercise of an option or to receive
shares of Common Stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the Participant other than by will or the
laws of descent and distribution. Any such attempted assignment, transfer,
pledge or other disposition shall be without effect, except that the Plan
Administrator may treat such act as an election to withdraw such cash in
accordance with Section 8.1.



12.3.  Use of Funds 



     All payroll deductions received or held by the Company under this Plan may
be used by the Company for any corporate purpose and the Company shall not be
obligated to segregate such payroll deductions.



12.4.  Adjustment Upon Changes in Capitalization 



     (a) if, while any options are outstanding, the outstanding shares of
Common Stock of the Company have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the Company
without the receipt of consideration through reorganization, merger,
recapitalization, reclassification, stock split, reverse stock split or similar
transaction, appropriate and proportionate adjustments may be made by the
Committee in the number and/or kind of shares which are subject to purchase
under outstanding options and on the option exercise price applicable to such
outstanding options. In addition, in any such event, the number and/or kind of
shares which may be offered in the Offerings described in Article IV hereof
shall also be proportionately adjusted.



     (b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the property or stock of the Company to
another corporation, the holder of each option then outstanding under the Plan
will thereafter be entitled to receive at the next Offering Termination Date
upon the exercise of such option for each share as to which such option shall
be exercised, as nearly as reasonably may be determined, the cash, securities
and/or property which a holder of one share of the Common Stock was entitled to
receive upon and at the time of such transaction. The Board of Directors shall
take such steps in connection with such transactions as the Board shall deem
necessary to assure that the provisions of this Section 12.4 shall thereafter
be applicable, as nearly as reasonably may be determined, in relation to the
said cash, securities and/or property as to which such holder of such option
might thereafter be entitled to receive.



12.5.  Amendment and Termination 



     The Board of Directors shall have complete power and authority to suspend,
terminate or amend the Plan. No termination, modification, or amendment of the
Plan may, without the consent of an Employee then having an option, adversely
affect any rights of such Employee.



12.6.  Effective Date 



     The Plan shall become effective as of the first day after its adoption and
approval by the Company through its Board of Directors (the “Effective Date”).










 




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12.7.  No Employment Rights 



     The Plan does not, directly or indirectly, create in any employee or class
of employees any right with respect to continuation of employment by the
Company, and it shall not be deemed to interfere in any way with the Company’s
right to terminate, or otherwise modify, an employee’s employment at any time.



12.8.  Effect of Plan 



     The provisions of the Plan shall, in accordance with its terms, be binding
upon, and inure to the benefit of all Employees and all beneficiaries of
Employees participating in the Plan, including, without limitation, each such
Employee’s estate and the executors, administrators or trustees thereof, heirs
and legatees.



12.9.  Governing Law



     The law of the State of Delaware will govern all matters relating to
this Plan except to the extent it is superseded by the laws of the United
States.