EX-10.G






Exhibit 10-g




NORDSON CORPORATION




1993 LONG-TERM PERFORMANCE PLAN




(as amended on March 12, 1998)




          1. Purpose.




          The Nordson Corporation 1993 Long-Term Performance Plan (the “Plan”) is designed to foster and
promote the long-term growth and performance of the Company by: (a) enhancing the Company’s ability
to attract and retain qualified Directors and employees and (b) motivating Directors and employees
through stock ownership and performance-based incentives. To achieve this purpose, this Plan
provides authority for the grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock
Appreciation Rights, and other stock and performance-based incentives and the maintenance of an
employee stock purchase program.




          2. Definitions.




          (a) “Affiliate” — This term has the meaning given to it in Rule 12b-2 under the Exchange Act.




          (b) “Award” — The grant of Stock Options, Restricted Stock, Stock Equivalent Units, Stock
Appreciation Rights, Stock Purchase Rights, Cash Awards, and other stock and performance-based
incentives under this Plan. When Plan terms may be deemed applicable to Awards granted prior to
March 12, 1998, the definition of Awards shall be deemed to include Director Options for such
purposes.




          (c) “Award Agreement"— Any agreement between the Company and a Participant that sets forth
terms, conditions, and restrictions applicable to an Award.




          (d) “Board of Directors” — The Board of Directors of the Company.




          (e) “Cash Award” — This term has the meaning given to it in Section 6 (b) (v).




          (f) “Change in Control” — A “Change of Control” will be deemed to occur if at any time after
the date of the adoption of this Plan:




          (i) any person (other than Nordson Corporation, any of its subsidiaries, any employee benefit
plan or employee stock ownership plan of Nordson Corporation, or any Person organized, appointed,
or established by Nordson Corporation for or pursuant to the terms of any such plan), alone or
together with any of its Affiliates or Associates, becomes the Beneficial Owner of 20% or




 









 







more of the Common Shares then outstanding, or any such Person commences or publicly announces an
intent to commence a tender offer or exchange offer the consummation of which would result in the
Person becoming the Beneficial Owner of 20% or more of the Common Shares then outstanding
(PROVIDED, HOWEVER, that, for purposes of determining whether Eric T. Nord or Evan W. Nord,
together with each of their Affiliates or Associates, is the Beneficial Owner of 20% or more of the
Common Shares then outstanding, the Common Shares then held by the Walter G. Nord Trust, by the
Nord Family Foundation (or any successor to the Nord Family Foundation), and by the Eric and Jane
Nord Foundation shall be excluded; for purposes of determining whether the Walter G. Nord Trust,
the Nord Family Foundation (or any successor), or the Eric and Jane Nord Foundation, together with
each of their Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common
Shares then outstanding, the Common Shares then held by Eric T. Nord and by Evan W. Nord shall be
excluded; for purposes of determining whether the Nord Family Foundation (or any successor)
together with its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common
Shares then outstanding, the Common Shares then held by the Eric and Jane Nord Foundation will be
excluded; and, for purposes of determining whether the Eric and Jane Nord Foundation, together with
its Affiliates and Associates, is the Beneficial Owner of 20% or more of the Common Shares then
outstanding, the Common Shares then held by the Nord Family Foundation (or any successor) will be
excluded) . For purposes of this Section 2(f) (i), the terms “Affiliates, “Associates,” “Beneficial
Owner,” and “Person” will have the meanings given to them in the Restated Rights Agreement, dated
as of November 7, 1997, between Nordson Corporation and National City Bank, as Rights Agent, as
amended from time to time.




          (ii) At any time during a period of 24 consecutive months, individuals who were Directors at
the beginning of the period no longer constitute a majority of the members of the Board of
Directors, unless the election, or the nomination for election by Nordson Corporation’s
shareholders, of each Director who was not a Director at the beginning of the period is approved by
at least a majority of the Directors who are in office at the time of the election or nomination
and were Directors at the beginning of the period.




          (iii) A record date is established for determining shareholders entitled to vote upon (A) a
merger or consolidation of Nordson Corporation with another corporation in which Nordson
Corporation is not the surviving or continuing corporation or in which all or part of the
outstanding Common Shares are to be converted into or exchanged for cash, securities, or other
property, (B) a sale or other disposition of all or substantially all of the assets of Nordson
Corporation, or (C) the dissolution of Nordson Corporation.




 









 








          (iv) Any person who proposes to make a “control share acquisition” of Nordson Corporation,
within the meaning of Section 1701.01(Z) of the Ohio General Corporation Law, submits or is
required to submit an acquiring person statement to Nordson Corporation.




          (g) “Code” — The Internal Revenue Code of 1986, or any law that supersedes or replaces it, as
amended from time to time.




          (h) “Committee” — The Compensation Committee of the Board of Directors, or any other committee
of the Board of Directors that the Board of Directors authorizes to administer this Plan. The
Committee will be constituted in a manner that satisfies all applicable legal requirements,
including satisfying the “non-employee director” standard set forth in Rule 15b-3, if applicable.
In addition, as applicable, the Committee or a subcommittee thereof will be constituted in a manner
consistent with the “outside director” standard set forth in the regulations under Section 162(m)
of the Code.




          (i) “Common Shares” or “shares” — Common Shares without par value of Nordson Corporation,
including authorized and unissued shares and treasury shares.




          (j) “Company” — Nordson Corporation, an Ohio corporation, and its direct and indirect
subsidiaries.




          (k) “Continuing Director” — A Director who was a Director prior to a Change in Control or was
recommended or elected to succeed a Continuing Director by a majority of the Continuing Directors
then in office.




          (1) “Director” — A director of Nordson Corporation.




          (m) “Director Option” — A right to purchase Common Shares granted to certain Directors under
provisions of the Plan in effect prior to March 12, 1998, or under the Nordson Corporation 1989
Stock Option Plan.




          (n) “Exchange Act” — Securities Exchange Act of 1934, and any law that supersedes or replaces
it, as amended from time to time.




          (o) “Fair Market Value” of Common Shares — The value of the Common Shares determined by the
Committee, or pursuant to rules established by the Committee on a basis




 









 







consistent with regulations under the Code, except that, “Fair Market Value” for purposes of
Section 6(a) hereof shall be as defined thereunder.




          (p) “Holder” — The Participant or eligible transferee (as such eligibility may be determined
from time to time by the Committee) who holds an Award.




          (q) “Incentive Stock Option” — A Stock Option that meets the requirements of Section 422 of
the Code.




          (r) “Notice of Award” — Any notice by the Committee to a Participant that advises the
Participant of the grant of an Award or sets forth terms, conditions, and restrictions applicable
to an Award.




          (s) “Participant” — Any person to whom an Award has been granted under this Plan.




          (t) “Restricted Stock” — An Award of Common Shares that are subject to restrictions or risk of
forfeiture.




          (u) “Rule 16b-3” — Rule l6b-3 under the Exchange Act, or any rule that supersedes or replaces
it, as amended from time to time.




          (v) “Stock Appreciation Right” — This term has the meaning given to it in Section 6 (b) (i).




          (w) “Stock Award” — This term has the meaning given to it in Section 6 (b) (ii).




          (x) “Stock Equivalent Unit” — An Award that is valued by reference to the value of Common
Shares.




          (y) “Stock Option” — This term has the meaning given to it in Section 6 (b) (iii).




          (z) “Stock Purchase Right” — This term has the meaning given to it in Section 6(b) (iv).




          3. Eligibility.




          All employees of the Company and its Affiliates and all Directors are eligible for the grant
of Awards. The selection of the employees and Directors to receive Awards will be within



 









 






the discretion of the Committee. More than one Award may be granted to the same employee or
Director.




          4. Common Shares Available for Awards; Adjustment.




          (a) Number of Common Shares. The aggregate number of Common Shares that may be subject to
Awards granted under this Plan in any fiscal year of the Company during the term of this Plan will
be equal to the sum of (i) three percent (3.0%) of the number of Common Shares outstanding as of
the first day of that fiscal year plus (ii) the number of Common Shares that were available for the
grant of Awards, but not granted, under this Plan in previous fiscal years; provided that, in no
event will the number of Common Shares available for the grant of Awards in any fiscal year exceed
three and one-half percent (3.5%) of the Common Shares outstanding as of the first day of that
fiscal year. The aggregate number of Common Shares that may be issued upon
exercise of Incentive Stock Options is 1,000,000.




          The assumption of awards granted by an organization acquired by the Company, or the grant of
Awards under this Plan in substitution for any such awards, will not reduce the number of Common
Shares available in any fiscal year for the grant of Awards under this Plan.




          Common Shares subject to an Award that is forfeited, terminated, or canceled without having
been exercised (other than Common Shares subject to a Stock Option that is canceled upon the
exercise of a related Stock Appreciation Right) will again be available for grant under this Plan,
without reducing the number of Common Shares available in any fiscal year for grant of Awards under
this Plan.




          (b) No Fractional Shares. No fractional shares will be issued, and the Committee will
determine the manner in which the value of fractional shares will be treated.




          (c) Adjustment. In the event of any change in the Common Shares by reason of a merger,
consolidation, reorganization, recapitalization, or similar transaction, or in the event of a stock
dividend, stock split, or distribution to shareholders (other than normal cash dividends), the
Committee will adjust the number and class of shares that may be issued under this Plan (including
the number of Common Shares that may be subject to Awards granted to any Participant in any fiscal
year under Section 6(a)), the number and class of shares subject to outstanding Awards, the
exercise price applicable to outstanding Awards, and the Fair Market Value of the Common Shares and
other value determinations applicable to outstanding Awards.




 









 








          5. Administration.




          (a) Committee. This Plan will be administered by the Committee. The Committee will, subject to
the terms of this Plan, have the authority to: (i) select the eligible employees and Directors who
will receive Awards, (ii) grant Awards, (iii) determine the number and types of Awards to be
granted to employees and Directors, (iv) determine the terms, conditions, vesting periods, and
restrictions applicable to Awards, (v) adopt, alter, and repeal administrative rules and practices
governing this Plan, (vi) interpret the terms and provisions of this Plan and any Awards granted
under this Plan, (vii) prescribe the forms of any Notices of Award, Award Agreements, or other
instruments relating to Awards, and (viii) otherwise supervise the administration of this Plan. All
decisions by the Committee will be made with the approval of not less than a majority of its
members.




          (b) Delegation. The Committee may delegate any of its authority to any other person or persons
that it deems appropriate, provided the delegation does not cause this Plan or any Awards granted
under this Plan to fail to qualify for the exemption provided by Rule 16b-3, or, if applicable, to
meet the requirements of the regulations under Section 162(m) of the Code.




          (c) Decisions Final. All decisions by the Committee, and by any other person or persons to
whom the Committee has delegated authority, will be final and binding on all persons.




          6. Awards.




          (a) Grant of Awards. The Committee will determine the type or types of Awards to be granted to
each Participant and will set forth in the related Notice of Award or Award Agreement the terms,
conditions, vesting periods, and restrictions applicable to each Award. Awards may be granted
singly or in combination or tandem with other Awards. In addition, the number of Common Shares that
may be subject to Stock Options or Stock Appreciation Rights granted to any Participant in any
fiscal year of the Company during the term of the Plan which Stock Options or Stock Appreciation
Rights have an exercise price greater than or equal to the Fair Market Value of the underlying
Common Shares on the date of grant may not exceed 100,000 Common Shares. Awards may also be granted
in replacement of, or in substitution for, other awards granted by the Company, whether or not
granted under this Plan; without limiting the foregoing, if a Participant pays all or part of the
exercise price or taxes associated with an Award by the transfer of Common Shares or the surrender
of all or part of an Award (including the Award being exercised), the Committee may, in its
discretion, grant a new Award to replace the Common




 









 







Shares that were transferred or the Award that was surrendered. The Company may assume awards
granted by an organization acquired by the Company or may grant Awards in replacement of, or in
substitution for, any such awards.




          For purposes of this Section 6 (a), “Fair Market Value” of Common Shares shall mean, on any
particular date, (a) if the Common Shares are listed on a national securities exchange, the closing
price as reported for composite transactions on the exchange for the last day on which trades are
reported prior to that particular date, (b) if the Common Shares are not listed on an exchange but
transactions in the Common Shares are reported in the NASDAQ National Market System, the closing
price as reported in the NASDAQ National Market System for the last day on which trades are
reported prior to that particular date, and (c) if either of the methods referred to in (a) or (b)
become impracticable for any reason, the value determined using a method established by the
Committee on a basis consistent with regulations under the Code.




          (b) Types of Awards. Awards may include, but are not limited to, the following:




     (i) Stock Appreciation Right — a right to receive a payment, in cash or Common Shares, equal
to the excess of (A) the Fair Market Value, or other specified valuation, of a specified number of
Common Shares on the date the right is exercised over (B) the Fair Market Value, or other specified
valuation, on the date the right is granted, all as determined by the Committee. The right may be
conditioned upon the occurrence of certain events, such as a Change in Control of the Company, or
may be unconditional, as determined by the Committee.



     (ii) Stock Award — An Award that is made in Common Shares, Restricted Stock, or Stock
Equivalent Units or that is otherwise based on, or valued in whole or in part by reference to, the
Common Shares. All or part of any Stock Award may be subject to conditions, restrictions, and risks
of forfeiture, as and to the extent established by the Committee. Stock Awards may be based on the
Fair Market Value of the Common Shares, or on other specified values or methods of valuation, as
determined by the Committee.



     (iii) Stock Option — A right to purchase a specified number of Common Shares, during a
specified period, and at a specified exercise price, all as determined by the Committee. A Stock
Option may be an Incentive Stock Option or a Stock Option that does not qualify as an Incentive
Stock Option. In addition to the terms, conditions, vesting periods, and restrictions established
by the Committee, Incentive Stock Options must comply with the requirements of Section 422 of the
Code. The exercise price of a Stock Option that does not qualify as an Incentive Stock Option



 









 




may be more or less than the Fair Market Value of the Common Shares on the date the Stock Option is
granted.




     (iv) Stock Purchase Right — A right to participate in a stock purchase program, including but
not limited to a stock purchase program that meets the requirements of Section 423 of the Code.



     Among other requirements, Section 423 currently provides that (A) only employees of Nordson
Corporation, or of any direct or indirect subsidiary of Nordson Corporation designated by the
Committee, may receive Stock Purchase Rights that qualify under Section 423 (“Section 423 Rights”),
(B) Section 423 Rights may not be granted to any Participant who, immediately after the Section 423
Rights are granted, owns stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of Nordson Corporation, (C) Section 423 Rights must be
granted to all employees of Nordson Corporation, and of any direct or indirect subsidiary of
Nordson Corporation designated by the Committee, except that there may be excluded (1) employees
who have been employed less than two years, (2) employees whose customary employment is 20 hours or
less per week, (3) employees whose customary employment is f or not more than five months in any
calendar year, and (4) highly compensated employees (within the meaning of Section 414(q) of the
Code) , (D) all employees granted Section 423 Rights must have the same rights and privileges,
except that the number of Common Shares that may be purchased by any employee upon exercise of
Section 423 Rights may bear a uniform relationship to the total compensation, or the basic or
regular rate of compensation, of the employee, (E) the exercise price of Section 423 Rights may not
be less than the lesser of (1) eighty-five percent (85%) of the Fair Market Value of the Common
Shares at the time Section 423 Rights are granted, or (2) eighty-five percent (85%) of the Fair
Market Value of the Common Shares at the time the Section 423 Rights are exercised; (F) Section 423
Rights cannot be exercised after the expiration of 27 months from the date the Section 423 Rights
are granted, and {G) no employee may be granted Section 423 Rights, under this Plan and any other
plans of Nordson Corporation and its subsidiaries, that permit the purchase of Common Shares with a
Fair Market Value of more than $25,000 (determined at the time the Section 423 Rights are granted)
in any calendar year.



     (v) Cash Award — An Award denominated in cash. All or part of any cash award may be subject to
conditions established by the Committee, including but not limited to future service with the
Company or the achievement of specific performance objectives.



          7. Director Options.




 









 








                    (a) Suspension of Director Options. Prior to March 12, 1998, Director Options were
automatically granted to Directors of the Corporation pursuant to and in accordance with a formula
grant program set forth in the Plan. From and after March 12, 1998, no further Director Options
shall be granted hereunder and the formula grant program referenced above shall be suspended;
provided, however, that Directors shall remain eligible to receive grants of Awards hereunder in
accordance with the eligibility standards set forth in Section 3 hereof.



                    (b) Treatment of Outstanding Director Options. Any Director Option granted to a Director under
provisions of the Plan in effect prior to March 12, 1998, or under the Nordson Corporation 1989
Stock Option Plan, will continue to be subject to the terms and conditions set forth on Schedule 1
hereto.



                    (c) Further Amendment of the Plan. Upon the exercise, expiration or termination of all
outstanding Director Options, this Plan shall be deemed automatically amended to delete in its
entirety Schedule 1 hereto and to remove from the provisions hereof all references to “Director
Option” or “Director Options.” The Plan shall be deemed further amended to the extent necessary to
make all modifications to the Plan to effect such amendment, including, without limitation, the
removal of all references to “Director Option” or “Director Options” and any revisions to section
designations and cross references as may be appropriate and necessary.



          8. Deferral of Payment.




                    With the approval of the Committee, the delivery of the Common Shares, cash, or any
combination thereof subject to an Award (other than Director Options) may be deferred, either in
the form of installments or a single future delivery. The Committee may also permit selected
Participants to defer the payment of some or all of their Awards, as well as other compensation, in
accordance with procedures established by the Committee to assure that the recognition of taxable
income is deferred under the Code. Deferred amounts may, to the extent permitted by the Committee,
be credited as cash or Stock Equivalent Units. The Committee may also establish rules and
procedures for the crediting of interest on deferred cash payments and dividend equivalents on
Stock Equivalent Units.



          9. Payment of Exercise Price.




                    The exercise price of a Stock Option (other than an Incentive Stock Option), Director Option,
Stock Purchase Right, and any Stock Award for which the Committee has established an exercise price
may be paid in cash, by the transfer of Common Shares, by the



 









 




surrender of all or part of an Award (including the Award being exercised), or by a combination of
these methods, as and to the extent permitted by the Committee. The exercise price of an Incentive
Stock Option may be paid in cash, by the transfer of Common Shares, or by a combination of these
methods, as and to the extent permitted by the Committee at the time of grant, but may not be paid
by the surrender of all or part of an Award. The Committee may prescribe any other method of paying
the exercise price that it determines to be consistent with applicable law and the purpose of this
Plan.




          In the event shares of Restricted Stock are used to pay the exercise price of a Stock Award, a
number of the Common Shares issued upon the exercise of the Award equal to the number of shares of
Restricted Stock used to pay the exercise price will be subject to the same restrictions as the
Restricted Stock.




          10. Taxes Associated with Award.




                    Prior to the payment of an Award, the Company may withhold, or require a Participant to remit
to the Company, an amount sufficient to pay any Federal, state, and local taxes associated with the
Award; provided, however, that if a Stock Option has been transferred and the Participant does not
pay such taxes on the date of exercise, such taxes will be paid by reducing the number of Common
Shares to be received upon exercise. The Committee may, in its discretion and subject to such rules
as the Committee may adopt, permit a Participant to pay any or all taxes associated with the Award
(other than an Incentive Stock Option) in cash, by the transfer of Common Shares, by the surrender
of all or part of an Award (including the Award being exercised), or by a combination of these
methods. The Committee may permit a Participant to pay any or all taxes associated with an
Incentive Stock Option in cash, by the transfer of Common Shares, or by a combination of these
methods.



          11. Termination of Employment.




                    If the employment of a Participant terminates for any reason, all unexercised, deferred, and
unpaid Awards may be exercisable or paid only in accordance with rules established by the
Committee. These rules may provide, as the Committee deems appropriate, for the expiration,
continuation, or acceleration of the vesting of all or part of the Awards.



          12. Termination of Awards under Certain Conditions.




 









 








                    The Committee may cancel any unexpired, unpaid, or deferred Awards held by a Holder at any
time if the Holder is not in compliance with all applicable provisions of this Plan or with any
Notice of Award, Award Agreement, Committee action or documentation relating to the Award, or if
the Participant, without the prior written consent of the Company, engages in any of the following
activities:



          (i) Renders services for an organization, or engages in a business, that is, in the judgment
of the Committee, in competition with the Company.




          (ii) Discloses to anyone outside of the Company, or uses for any purpose other than the
Company’s business, any confidential information or material relating to the Company, whether
acquired by the Participant during or after employment with the Company.




          The Committee may, in its discretion and as a condition to the exercise of an Award by a
Holder, require a Holder to acknowledge in writing that he or she is in compliance with all
applicable provisions of this Plan and of any Notice of Award, Award Agreement, Committee action or
documentation relating to the Award, and, in the case of a Participant, has not engaged in any
activities referred to in clauses (i) and (ii) above.




          13. Change in Control.




                    In the event of a Change in Control of the Company, unless and to the extent otherwise
determined by the Board of Directors, (i) all Stock Appreciation Rights, Stock Options, and other
Stock Purchase Rights then outstanding will become fully exercisable as of the date of the Change
in Control, (ii) all restrictions and conditions applicable to Restricted Stock and other Stock
Awards will be deemed to have been satisfied as of the date of the Change in Control, and (iii) all
Cash Awards will be deemed to have been fully earned as of the date of the Change in Control. Any
such determination by the Board of Directors that is made after the occurrence of a Change in
Control will not be effective unless a majority of the Directors then in office are Continuing
Directors and the determination is approved by a majority of the Continuing Directors.



          14. Amendment, Suspension, or Termination of this Plan; Amendment of Outstanding Awards.




          (a) Amendment, Suspension, or Termination of this Plan. The Board of Directors may amend,
suspend, or terminate this Plan at any time.




 









 







Shareholder approval for any such amendment will be required only to the extent necessary to comply
with the rules of the NASDAQ National Market System or any other exchange or quotation system on
which the Common Shares are traded or quoted, the rules and regulations related to Incentive Stock
Options, Section l62(m) of the Code, or any other applicable legal requirements.




          (b) Amendment of Outstanding Awards. The Committee may, in its discretion, amend the terms of
any Award, prospectively or retroactively, but no such amendment may impair the rights of any
Holder without his or her consent. The Committee may, in whole or in part, waive any restrictions
or conditions applicable to, or accelerate the vesting of, any Award.




          15. Awards to Foreign Nationals and Employees Outside the United States.




          To the extent that the Committee deems appropriate to comply with foreign law or practice and
to further the purpose of this Plan, the Committee may, without amending this Plan, (i) establish
special rules applicable to Awards granted to Participants who are foreign nationals, are employed
outside the United States, or both, including rules that differ from those set forth in this Plan,
and (ii) grant Awards to such Participants in accordance with those rules.




          16. Nonassignability.




          Unless otherwise determined by the Committee, (i) no Award granted under this Plan may be
transferred or assigned by the Holder other than by Designation of Beneficiary, or, if none, by
will, pursuant to the laws of descent and distribution, or pursuant to a qualified domestic
relations order and (ii) an Award granted under this Plan may be exercised, during the Holder’s
lifetime, only by the Holder or by the Holder s guardian or legal representative; except that, no
Incentive Stock Option or Section 423 Right may be transferred or assigned pursuant to a qualified
domestic relations order or exercised, during the Participant’s lifetime, by the Participant’s
guardian or legal representative. “Designation of Beneficiary” shall mean the person(s) or entity
whom the Holder has designated by a transfer on death or other designation of beneficiary to
receive the Holder’s option on the Holder’s death in accordance with such procedures established
from time to time by the Committee.




          17. Governing Law.




 









 








          The interpretation, validity, and enforcement of this Plan will, to the extent not otherwise
governed by the Code or the securities laws of the United States, be governed by the law of the
State of Ohio.




          18. Rights of Employees.




          Nothing in this Plan will confer upon any Participant the right to continued employment by the
Company or limit in any way the Company’s right to terminate any Participant’s employment at will.




          19. Effective and Termination Dates.




          (a) Effective Date. The effective date of this Plan is March 10, 1993.




          (b) Termination Date. This Plan will continue in effect until terminated by the Board of
Directors.




Schedule 1




Director Options




          (Unless otherwise defined herein, defined terms shall have the meanings ascribed to them in
the Plan.)




          1. EXPIRATION DATE. Unless terminated earlier pursuant to the next sentence, each Director
Option will terminate, and the right of the holder to purchase Common Shares upon exercise of the
Director Option will expire, at the close of business on the tenth anniversary date of the date of
grant. Each Director Option will terminate, and the right of the holder to purchase Common Shares
upon exercise of the Director Option will expire, upon the completion of a transaction of the type
identified in Section 2(f) (iii) of the Plan, but only if provision satisfactory to the Committee
is made for the payment to the holder of the Director Option of the excess of (i) the Fair Market
Value of the Common Shares subject to the Director Option immediately prior to the completion of
the transaction over (ii) the exercise price.




          2. CONTINUOUS SERVICE AS A DIRECTOR. No Director Option may be exercised unless the
Non-Employee Director to whom the Director Option was granted has continued to be



 









 






a Non-Employee Director from the time of grant through the time of exercise, except as provided in
this Section 2. For purposes of this Section 2, Non-Employee Director means a Director who is not
an employee of the Company.




          (a) If the service in office of a Non-Employee Director is terminated due to the death of the
Non-Employee Director, the Non-Employee Director’s estate, executor, administrator, personal
representative, or beneficiary will have the right to exercise any Director Options held by the
Non-Employee Director at the time of his or her death in whole or in part prior to the earlier of
(i) 12 months after the date of the holder’s death and (ii) the expiration of the Director Option.




          (b) If a Non-Employee Director ceases to be a Non-Employee Director by reason of his
employment by the Company, any Director Options granted to that Non-Employee Director and held by
the Non-Employee Director at the time of his or her employment by the Company will be treated the
same as Stock Options held by employees and will continue to be exercisable prior to the expiration
of the Director Option, subject to the limitations on exercise following termination of employment
established by the Committee pursuant to Section 11 of the Plan.




          (c) If the service in office of a Non-Employee Director is terminated for any reason other
than those set forth in Sections 2(a) and 2 (b), any Director Options held by the terminated
Non-Employee Director at the time of his or her termination may be exercised in whole or in part
only with the consent of the Committee. In any such event, the consent of the Committee must be
obtained and the Director Option exercised prior to the earlier of (i) three months after the date
of the termination of service in office of a Non-Employee Director and (ii) the expiration of the
Director Option.




          3. FAIR MARKET VALUE FOR PURPOSES OF DIRECTOR OPTIONS. For purposes of Director Options, the
Fair Market Value of Common Shares on any particular date means, (a) if the Common Shares are
listed on a national securities exchange, the closing price as reported for composite transactions
on the exchange for the last day on which trades are reported prior to that particular date, (b) if
the Common Shares are not listed on an exchange but transactions in the Common Shares are reported
in the NASDAQ National Market System, the closing price as reported in the NASDAQ National Market
System for the last day on which trades are reported prior to that particular date, and (c) if
either of the methods referred to in (a) or (b) become impracticable for any reason, the value
determined using a method established by the Committee on a basis consistent with regulations under
the Code.