Exhibit 10.1


 


COVANCE INC.


2010 EMPLOYEE EQUITY PARTICIPATION
PLAN


 


1.                                      PURPOSE


 


The
Covance Inc. 2010 Employee Equity Participation Plan (the “Plan”) is
intended to (i) encourage executive, managerial, technical and other
Employees of Covance Inc. (the “Corporation” or “Company”) or a Subsidiary
(as defined below) to become owners of stock of the Corporation in order to
increase their proprietary interest in the Corporation’s success; (ii) to
stimulate the efforts of certain key executive, managerial, technical and other
Employees by giving suitable recognition to services which contribute
materially to the Corporation’s success; and (iii) to provide such
Employees with additional incentive and reward opportunity.


 


2.                                      EFFECTIVE DATE AND
DURATION OF PLAN


 


The Plan shall
become effective upon its approval by the shareholders of the Corporation.
Unless previously terminated by the Corporation’s Board of Directors (the “Board”),
the Plan shall have a term of ten years.


 


3.                                      DEFINITIONS


 


(a)           “1934 Act” means the Securities and
Exchange Act of 1934, as amended, including the rules and regulations
promulgated thereunder.


 


(b)           “Award” means a stock option, SAR (as
defined below), stock award (as defined below), any other award made pursuant
to the terms of the Plan, or any combination of them, as described in and
granted under the Plan.


 


(c)           “Award Agreement” is defined in Section 13
hereof.


 


(d)           “Black-Out Period” is defined in Section 9(a) hereof.


 


(e)           “Change of Control” is defined in Section 12(b).


 


(f)            “Code” means the Internal Revenue
Code of 1986, as amended, including any rules and regulations promulgated
thereunder or any successor body of laws, rules and regulations.


 


(g)           “Committee” means the Compensation
and Organization Committee of the Board of Directors or such other committee as
is appointed by the Board to administer the Plan.


 


(h)           “Employee” means an employee or a
consultant of the Corporation or a Subsidiary.


 


(i)            “Fair Market Value” means the
closing selling price of the Shares on the New York Stock Exchange Composite
Tape on the valuation date, or, if there were no sales on the valuation date,
the average of the closing selling prices on the New York Stock Exchange
Composite Tape on the first trading day before and the first trading day after
the valuation date.


 


(j)            “Full Value Award” is defined in Section 6(a) hereof.


 


(k)           “Grant Price” is defined in Section 9
hereof.


 


(l)            “ISO” means an incentive stock
option as defined in Section 422 of the Code.


 

















 


(m)          “Non-Statutory Option” means an option
that is not an ISO.


 


(n)           “Participant” means an Employee who
has been granted an Award under the Plan.


 


(o)           “Prior Plan” means the
Covance Inc. 2007 Employee Equity Participation Plan.


 


(p)           “SAR” means a stock appreciation
right.


 


(q)           “Shares” means the common stock of
the Corporation, par value $0.01 per share.


 


(r)            “Stock Award” means an award other
than a stock option or SAR.


 


(s)           “Subsidiary” means an entity that is
directly or indirectly controlled by the Corporation or any entity, including
an acquired entity, in which the Corporation has a significant equity interest,
as determined by the Committee.


 


(t)            “Treasury Shares” means authorized
and issued, but not outstanding, Shares.


 


4.                                      PLAN ADMINISTRATION


 


(a)           The Committee shall be responsible
for administering the Plan. The Committee shall be comprised of two or more
non-employee members of the Board, each of whom is a “Non-Employee Director”
within the meaning of Rule 16b-3 under the 1934 Act and an “outside
director” within the meaning of Section 162(m) of the Code.


 


(b)           The Committee shall have full and
exclusive power to interpret the Plan and to adopt such rules, regulations, and
guidelines for carrying out the Plan as it may deem necessary or proper, all of
which power shall be executed in the best interests of the Corporation and in
keeping with the provisions and objectives of the Plan. This power includes,
but is not limited to (i) selecting Award recipients and the extent of
their participation; (ii) establishing all Award terms and conditions; (iii) adopting
procedures and regulations governing Awards; and (iv) making all other
determinations necessary or advisable for the administration of the Plan. All
decisions made by the Committee shall be final, binding and conclusive on all
persons interested in the Plan or any Awards.


 


The Committee may
delegate from time to time during the term of the Plan to one or more executive
officers or directors of the Corporation the authority to carry out some or all
of its responsibilities provided that the Committee may not delegate its
authority and powers in any way which would be inconsistent with the
requirements of the Code or the 1934 Act. The Committee may at any time rescind
the authority delegated to any such executive officer or director.


 


To the extent consistent
with the Corporation’s Amended and Restated Certificate of Incorporation, no
member of the Committee shall be liable for any action or determination with
respect to the Plan, and the members shall be entitled to indemnification and
reimbursement in the manner provided in the Corporation’s Restated Certificate
of Incorporation, as amended, modified or supplemented from time to time. In
the performance of its functions under the Plan, the Committee shall be
entitled to rely upon information and advice furnished by the Corporation’s
officers, accountants, counsel and any other party the Committee deems
necessary, and no member of the Committee shall be liable for any action taken
or not taken in reliance upon any such advice.


 


(c)           Except to the extent prohibited by
applicable law and unless otherwise expressly provided in an Agreement or in
the Plan, the Committee may alter or amend, and the Board may terminate, the
Plan or any portion thereof at any time; provided, however, that no such
amendment, alteration, or termination shall be made without (i) shareholder
approval (x) if such approval is necessary to comply with any tax or
regulatory requirement for which or with which the Committee or Board deems it
necessary or desirable to qualify or comply or (y) if the proposed
amendment will increase the number of Shares that


 

















 


may be issued under the Plan, modify the requirements for participation
in the Plan, or increase benefits that have already accrued to Participants
under the Plan or (ii) the consent of the affected Participant, if such
action would adversely affect the rights of such Participant under any
outstanding Award. Notwithstanding anything to the contrary herein, the
Committee may amend the Plan in such manner as may be necessary to enable the
Plan to achieve its stated purposes in any jurisdiction outside the United
States in a tax-efficient manner and in compliance with local rules and
regulations. Notwithstanding the foregoing or any provision of the Plan or an
Award to the contrary, (i) the Committee may at any time (without the
consent of any Participant) modify or amend any or all of the provisions of the
Plan or an Award to the extent necessary to conform the provisions of the of
the Plan or an Award to comply with Section 409A, the regulations issued
thereunder or an exception thereto, regardless of whether such modification or
amendment of the Award shall adversely affect the rights of a Participant, and (ii) except
in connection with a corporate transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, or exchange of shares), the terms of outstanding Awards
may not be amended to reduce the exercise price of outstanding options or SARs
or cancel outstanding options or SARs in exchange for cash, other Awards,
Options or SARs with an exercise price that is less than the exercise price of
the original Award, without shareholder approval.


 


This Section 4(c) is
intended to prohibit the repricing of stock options and SARs and will not be
construed to prohibit the adjustments provided for in Section 7 of this
Plan.


 


(d)           The termination of the Plan, either
pursuant to Section 2, Section 4(c) or otherwise, shall not
cause any previously granted Awards to terminate. After the termination of the
Plan, any previously granted Awards shall remain in effect and shall continue
to be governed by the terms of the Plan, the Awards, and any applicable Award
Agreements.


 


5.                                      PARTICIPATION


 


The individuals
who shall be eligible to receive Awards under the Plan shall be Employees
(including officers who are directors) as the Committee or one or more
executive officers or directors, in accordance with Section 4(b) hereof,
shall approve from time to time. Designation of a participant in any year shall
not require the Committee to designate that person to receive a benefit in any
other year or to receive the same type or amount of benefit as granted to the
participant in any other year or as granted to any other participant in any
year. The Committee shall consider all factors that it deems relevant in
selecting participants and in determining the type and amount of their
respective benefits.


 


6.                                      LIMITATION ON NUMBER OF
SHARES


 


(a)           Subject to the provisions of this Section 6
and Section 7 hereof, up to 4,300,000 Shares may be issued under the Plan.
The stock subject to the provisions of this Plan shall be shares of authorized
but unissued Shares and Treasury Shares. Any shares granted as options or SARs
shall be counted against this limit as one (1) share for every one (1) share
granted. Any shares granted as awards other than options or SARs (“Full Value
Award”) shall be counted against this limit as one and seventy-four hundredths
(1.74) shares for every one (1) share granted.


 


(b)           In addition to the Shares authorized
by Section 6(a) hereof, the following Shares may be issued under the
Plan: (i) Shares that were available for issuance under the Prior Plan but
were not issued or subject to options granted under the Prior Plan, (ii) Shares
that are forfeited under the Prior Plan and Shares that are not issued under
the Prior Plan because of the cancellation, termination or expiration of
awards, and/or other similar events under the Prior Plan, and (iii) Shares
that are issued under the Plan which are subsequently forfeited in accordance
with the terms of the Award or an Award Agreement or shares that are not issued
because of the cancellation, termination, or expiration of Awards and/or
similar events under the Plan. Shares subject to unexercised portions of
forfeited, terminated or expired stock options and SARs granted under the Plan
shall be credited back to the limit as one (1) share for every one (1) share
granted. Shares issued as Full Value Awards under the Plan which have been
forfeited or otherwise not earned shall be credited back to the limit as one
and seventy-four hundredths (1.74) shares for every one (1) share so
forfeited or not issued.


 

















 


(c)           In addition to the forgoing, the
shares available for issuance as Awards other than stock options and SARs under
the Prior Plan but not so issued may be issued hereunder. There shall be no net
share counting of stock settled SARs under this Plan.


 


(d)           Subject to the foregoing provisions
of this Section 6, if an Award may be paid only in Shares or in either
cash or Shares, the Shares shall be deemed to be issued hereunder only when and
to the extent that payment is actually made in Shares.


 


(e)           Subject to the adjustment provisions
set forth herein, an individual Participant may not receive Awards with respect
to more than 25% of the number of Shares specified in Section 6(a) hereof
over the term of the Plan.


 


7.                                      ADJUSTMENT PROVISIONS


 


In the event that
any dividend or other distribution (whether in the form of Shares, other
securities, or other property), extraordinary cash dividend, recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other
securities, the exercisability of stock purchase rights received under any
shareholders’ rights plan, the issuance of warrants or other rights to purchase
Shares or other securities, or other similar corporate transaction or event
materially affects the Shares with respect to which Awards have been or may be
issued under the Plan, then the Committee shall, in a manner and to the extent
that the Committee deems appropriate to prevent any dilution or enlargement of
the benefits or potential benefits intended to be made available under the
Plan:


 


(a)           adjust the number and type of
securities that thereafter may be issued under the Plan,


 


(b)           adjust the number and type of
securities subject to outstanding Awards,


 


(c)           adjust the Grant Price or purchase
price with respect to any Award, or


 


(d)           make provision for a cash payment to
the holder of an outstanding Award; provided, however, that in no event shall a
cash payment be made for any Option or SAR which has an exercise or grant price
that is below the current Fair Market Value of the Common Stock.


 


However, no
adjustment shall be authorized with respect to incentive stock options to the
extent that the adjustment would cause the options to violate Section 422(b) of
the Code or any successor provision. In addition, the number of securities
subject to any Award denominated in Shares shall always be a whole number.


 


In the event the
Corporation acquires another entity by means of a merger, consolidation,
acquisition of property or stock, reorganization or otherwise, the Committee
shall be authorized to cause the Corporation to issue or to assume stock
options or stock appreciation rights, whether or not in a transaction to which Section 424(a) of
the Code applies, by means of substitution of new options or rights for
previously issued options or rights or an assumption of previously issued
options or rights. Any substitute Awards granted under the Plan shall not count
against the share limitations set forth in Section 6 hereof, to the extent
permitted by Section 303A.08 of the Corporate Governance Standards of the
New York Stock Exchange. Additionally, in the event that a company acquired by
(or combined with) the Company or any Subsidiary has shares available under a
pre-existing plan approved by shareholders and not adopted in contemplation of
such acquisition or combination, the shares available for grant pursuant to the
terms of such pre-existing plan (as adjusted, to the extent appropriate, using
the exchange ratio or other adjustment or valuation ratio or formula used in
such acquisition or combination to determine the consideration payable to the
holders of common stock of the entities party to such acquisition or
combination) may be used for Awards under the Plan and shall not reduce the
Shares authorized for grant under the Plan; provided that Awards using such
available shares shall not be made after the date awards or grants could have
been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not employees or
directors of the Company or any Subsidiary prior to such acquisition or
combination.


 

















 


Subject to any
required action by the Corporation’s shareholders, if the Corporation is a
party to any merger or consolidation where the Corporation is not the survivor,
a Participant holding an outstanding Award valued directly or indirectly by
Shares shall be entitled to receive, upon the exercise of the Award, the same
per Share consideration (cash, shares or other consideration) on the same terms
that a holder of the same number of Shares that are subject to the Participant’s
Award would be entitled to receive pursuant to the merger or consolidation.


 


8.                                      TERMINATION OF GRANTS
UNDER THE PRIOR PLAN


 


Effective upon the
approval of this Plan by the Corporation’s shareholders, no further grants of
options, rights, units or other awards are or will be permitted under the Prior
Plan. All grants and awards under the Prior Plan that remain outstanding after
the approval of this Plan by the Corporation’s shareholders shall be
administered and paid in accordance with the provisions of the Prior Plan; provided, however,
that the shares related to such grants and awards which have not been issued
prior to this Plan’s approval by the Corporation’s shareholders shall be
issuable under this Plan in accordance with Section 9(e) hereof.


 


9.                                      AWARDS UNDER THE PLAN


 


The following
types of Awards may be granted under this Plan, singly, or in combination as
the Committee may determine from time to time:


 


(a)           Stock Options—A stock option shall
represent a right to purchase a specified number of Shares at a stated exercise
price (the “Grant Price”) during a specified time, not to exceed ten years from
the date of grant, as determined by the Committee; provided, however, that if
an Option other than an ISO may not be exercised due to a Black-Out Period
(defined as any period of time when, pursuant to any policies of the Company,
any securities of the Company may not be traded by certain persons as
designated by the Company) within the three business days prior to the normal
expiration date of such Option, then the expiration date of such Option shall
be extended for a period of 30 days following the end of the Black-Out
Period. The Grant Price per Share for each stock option or SAR shall not be
less than 100% of the Fair Market Value on the date of grant. A stock option
may be in the form of an ISO or a Non-Statutory Option which in each case is
consistent with the applicable terms, conditions, and limitations established
by the Committee. Upon satisfaction of the applicable conditions to
exercisability specified in the terms and conditions of the Award Agreement,
the Participant shall be entitled to exercise the option in whole or in part and
to receive, upon satisfaction or payment of the Grant Price in the manner
contemplated in this Section 9(a), the number of Shares in respect of
which the option shall have been exercised.


 


The Shares covered
by a stock option may be purchased by methods permitted by the Committee,
including: (i) a cash payment; (ii) tendering Shares owned by the
Participant, valued at the Fair Market Value at the date of exercise; (iii) to
the extent permitted by applicable law, authorizing the Corporation to sell the
Shares (or a sufficient portion thereof) acquired upon exercise of a stock
option, and assigning to the Corporation a sufficient amount of the sale
proceeds to pay for all the Shares acquired through such exercise and any tax
withholding obligations resulting from such exercise, or (iv) such other
methods as the Committee, in its discretion, deems appropriate.


 


The Committee may
not (i) grant additional stock options under the Plan to a Participant
contingent upon the surrender of Shares owned by the Participant in payment of
the Grant Price of a stock option granted under the Plan, or (ii) change
or amend the exercise price of any stock options.


 


(b)           SARs—An SAR shall represent a right
to receive a payment in cash, Shares, or a combination thereof as determined by
the Committee, equal to the excess of the Fair Market Value of a specified
number of Shares on the date the SAR is exercised over an amount which shall be
no less than the Fair Market Value on the date the SAR was granted as set forth
in the applicable Award Agreement. SARs issued hereunder shall not have a term
in excess of ten years.


 

















 


(c)           Other Stock Awards—A Stock Award
shall represent an Award made in Shares or denominated in units equivalent in
value to Shares or any other Award based on or related to Shares. All or part
of any Stock Award may be subject to conditions and restrictions established by
the Committee, and set forth in the applicable Award Agreement, which may
include, but are not limited to, continuous service with the Corporation or a
Subsidiary and/or the achievement of Corporation or individual performance
goals. No more than five percent of the shares available for grant hereunder as
Full Value Awards may be issued as restricted stock other than (i) performance
based restricted stock with at least one year vesting, or (ii) restricted
stock with a vesting term of at least three year pro rata vesting.
Notwithstanding these general preferences for minimum vesting periods, the
award may provide that the restrictions lapse in limited cases of an
intervening event related to death, disability, retirement, or a Change in
Control. The performance criteria that shall be used by the Committee in
granting Stock Awards contingent on performance goals for officers to whom 162(m) of
the Code is applicable shall consist of stock price, earnings level, and return
on equity or such other criteria that shall satisfy the requirements of Section 162(m) or
any successor provision.


 


(d)           Dividends—The Committee may provide
that Awards under Section 9(c) of the Plan earn dividends or dividend
equivalents. Such dividends or dividend equivalents may be paid currently or
may be credited to a participant’s account. Any crediting of dividends or
dividend equivalents may be subject to such restrictions and conditions as the
Committee may establish, including reinvestment in additional Shares or Share
equivalents.


 


(e)           Prior Plan Awards—Awards which,
pursuant to their terms, would have been made under the Prior Plan but were not
done so prior to the approval of this Plan by the Corporation’s shareholders,
such as additional performance shares earned under restricted stock agreements,
shall be issued under the Plan in accordance with the terms of the Prior Plan.


 


10.                               PAYMENTS AND PAYMENT
DEFERRALS


 


Payment of Awards
may be in the form of cash, Shares, other Awards, or combinations thereof as
the Committee shall determine, and with such restrictions as it may impose. The
Committee also may require or permit participants to elect to defer the receipt
or issuance of Shares from stock options or Stock Awards or the settlement of
Awards in cash under such rules and procedures as it may establish under
the Plan. It also may provide that deferred settlements of Awards include the
payment or crediting of earnings on deferred amounts, or the payment or
crediting of dividend equivalents where the deferred amounts are denominated in
Share equivalents. In addition, the Committee may stipulate in an Award
Agreement, either at the time of grant or by subsequent amendment to such Award
Agreement, that a payment or portion of a payment of an Award be delayed in the
event that Section 162(m) of the Code (or any successor or similar
provision of the Code affecting tax deductibility) would disallow a tax
deduction by the Corporation for all or a portion of such payment. The period
of any such delay in payment shall be until the payment, or portion thereof, is
tax deductible, or such earlier date as the Committee shall determine.


 


Notwithstanding
any provision of the Plan to the contrary, to the extent that awards under the
Plan are subject to the provisions of Section 409A of the Code, then the
Plan as applied to those amounts shall be interpreted and administered so that
it is consistent with such Code section.


 


11.                               TRANSFERABILITY


 


During the
lifetime of a Participant, the Award shall be exercisable only by such
Participant and Awards shall not be transferable or assignable other than by
will or the laws of descent and distribution, or pursuant to qualified domestic
relations orders as defined in or meeting the requirements of the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended. The
assigned portion may only be exercised by the person or persons who acquire a
proprietary interest in the Option pursuant to the assignment. The terms
applicable to the assigned portion shall be the same as those in effect for the
Option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Committee may deem appropriate. Notwithstanding
the forgoing, in no event shall any Award be transferred for value or
consideration.


 

















 


12.                               CHANGE OF CONTROL


 


(a)           In the event of a Change of Control,
all Awards which have not vested shall immediately vest upon the occurrence of
such Change of Control.


 


(b)           A “Change of Control” shall be deemed
to occur if and when: (i) any person (including as such term is used in Section 13(d) and
14(d)(2) of the 1934 Act) becomes the beneficial owner, directly or
indirectly, of securities representing 30% or more of the combined voting power
of the Corporation’s then outstanding securities; or (ii) as a result of a
proxy contest or contests or other forms of contested shareholder votes (in
each case either individually or in the aggregate), a majority of the individuals
elected to serve on the Corporation’s Board of Directors are different than the
individuals who served on the Corporation’s Board of Directors at any time
within the two years prior to such proxy contest or contests or other forms of
contested shareholder votes (in each case either individually or in the
aggregate); or (iii) upon consummation of a merger, or consolidation
(where in each case the Corporation is not the survivor thereof), or sale or
disposition of all or substantially all of the Corporation’s assets or a plan
or partial or complete liquidation; or (iv) when an offerer (other than
the Corporation) purchases shares of the Corporation’s Common Stock pursuant to
a tender or exchange offer for securities representing 30% or more of the combined
voting power of the Corporation’s then outstanding securities.


 


13.                               AWARD AGREEMENTS


 


Each Award under
the Plan shall be evidenced by an agreement setting forth its terms,
conditions, and limitations for each Award, and the provisions applicable in
the event the Participant’s employment terminates (an “Award Agreement”). The
Committee need not require the execution of any such agreement by the
recipient, in which case, acceptance of the Award by the respective Participant
shall constitute agreement by the Participant to the terms and conditions of
the Awards.


 


14.                               TAX WITHHOLDING


 


The Corporation
shall have the right to deduct from any settlement of an Award made under the
Plan, including the delivery or vesting of Shares, or require the payment of, a
sufficient amount to cover withholding of any federal, state or local or other
governmental taxes or charges required by law or such greater amount of
withholding as the Committee shall determine from time to time and as permitted
by applicable laws, rules and regulations, or to take such other action as
may be necessary to satisfy any such withholding obligations. If the Committee
permits or requires Shares to be used to satisfy required tax withholdings,
such Shares shall be valued at the Fair Market Value as of the tax recognition
date for such Award or such other date as may be required by applicable law, rule or
regulation.


 


15.                               OTHER BENEFIT AND
COMPENSATION PROGRAMS


 


Unless otherwise
specifically determined by the Committee, settlements of Awards received by
Participants under the Plan shall not be deemed a part of a Participant’s
regular, recurring compensation for purposes of calculating payments or
benefits from any Corporation benefit plan or severance program. Further, the
Corporation or any Subsidiary may adopt from time to time other compensation
programs, plans or arrangements as it deems appropriate or necessary.


 


16.                               UNFUNDED PLAN


 


Unless otherwise
determined by the Committee, the Plan shall be unfunded and shall not create
(or be construed to create) a trust or a separate fund or funds. The Plan shall
not establish any fiduciary relationship between the Corporation and any
participant or other person. To the extent any person holds any rights by
virtue of an Award granted under the Plan, such rights shall constitute general
unsecured liabilities of the Corporation and shall not confer upon any
participant any right, title, or interest in any assets of the Corporation.


 

















 


17.                               REGULATORY APPROVALS


 


The implementation
of the Plan, the granting of any Award under the Plan, and the issuance of
Shares upon the exercise or settlement or any Award shall be subject to the
Corporation’s procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the Awards granted under it, or
the Shares issued pursuant to it. In the event any benefit under this Plan is
granted to an employee who is employed or providing services outside the United
States and who is not compensated from a payroll maintained in the United
States, the Committee may, in its sole discretion, modify the provisions of the
Plan as they pertain to such individuals to comply with applicable law,
regulation or accounting rules consistent with the purposes of the Plan
and the Board of Directors or the Committee may, in its discretion, establish
one or more sub-plans to reflect such modified provisions. All sub-plans
adopted by the Committee shall be deemed to be part of the Plan, but each
sub-plan shall apply only to Participants within the affected jurisdiction and
the Company shall not be required to provide copies of any sub-plans to
Participants in any jurisdiction which is not the subject of such sub-plan.


 


18.                               RIGHTS AS A SHAREHOLDER


 


A Participant
shall have no rights as a shareholder with respect to Shares covered by an
Award until the date the Participant or his nominee is the holder of record
with respect to the Shares covered by such Award. No adjustment will be made
for dividends or other rights for which the record date is prior to such date,
except as may be provided pursuant to Section 9(d) hereunder.


 


19.                               FUTURE RIGHTS


 


No person shall
have any claim or right to be granted an Award, and the grant of an Award shall
not be construed as giving a Participant the right to be retained in the employ
of the Corporation or a Subsidiary or to participate in any other compensation
or benefit plan, program or arrangement of the Corporation or any Subsidiary or
to receive any future Award under the Plan. In addition, the Corporation
expressly reserves the right at any time to dismiss a Participant free from any
liability or any claim under the Plan, except as expressly provided in the Plan
or in any Award Agreement entered into hereunder.