Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
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1: S-8 Registration of Securities to be Offered to HTML 63K
Employees Pursuant to an Employee
Benefit Plan
2: EX-5.1 Opinion re: Legality HTML 8K
3: EX-23.2 Consent of Experts or Counsel HTML 7K
4: EX-99.1 Miscellaneous Exhibit HTML 56K
Purpose. The 2008 Unifi, Inc. Long-term Incentive Plan (the “Plan”) has been
established by Unifi, Inc. and its related subsidiary companies (the “Company”) to: (i)
attract and retain persons eligible to participate in the Plan; (ii) motivate Participants, by
means of appropriate incentives, to achieve long-range goals; (iii) provide incentive
compensation opportunities that are competitive with those of other similar companies; and
(iv) further identify Participants’ interests with those of the Company’s other shareholders
through compensation that is based on the Company’s common stock; and thereby promote the
long-term financial interest of the Company, including the growth in value of the Company’s
equity and enhancement of long-term shareholder return.
1.2
Participation. Subject to the terms and conditions of the Plan, the Committee shall
determine and designate, from time to time, from among the Eligible Individuals, those persons
who will be granted one or more Awards under the Plan, and thereby become “Participants” in
the Plan. In the discretion of the Committee, a Participant may be granted any Award
permitted under the provisions of the Plan, and more than one Award may be granted to a
Participant. Awards may be granted as alternatives to or replacement of Awards outstanding
under the Plan, or any other plan or arrangement of the Company (including a plan or
arrangement of a business or entity, all or a portion of which is acquired by the Company).
1.3
Operation, Administration, and Definitions. The operation and administration of the
Plan, including the Awards made under the Plan, shall be subject to the provisions of Section
IV (relating to operation and administration). Capitalized terms in the Plan shall be defined
as set forth in the Plan (including the definition provisions of Section VII of the Plan).
SECTION II
OPTIONS
2.1
Definitions. The grant of an “Option” entitles the Participant to purchase shares of
Stock at an Exercise Price established by the Committee. Options granted under this Section
II may be either Incentive Stock Options or Non-Qualified Stock Options, as determined in the
discretion of the Committee. An “Incentive Stock Option” is an Option that is intended to
satisfy the requirements applicable to an “incentive stock option” described in Section 422(b)
of the Code. A “Non-Qualified Option” is an Option that is not intended to be an “incentive
stock option” as that term is described in Section 422(b) of the Code.
2.2
Exercise Price. The “Exercise Price” of each Option granted under this Section II
shall be established by the Committee or shall be determined by a method established by the
Committee at the time the Option is granted; except that the Exercise Price shall not be less
than 100 percent of the Fair Market Value of a share of Stock as of the Pricing Date. For
purposes of the preceding sentence, the “Pricing Date” shall be the date on which the Option
is granted.
2.3
$100,000 Limitation. To the extent that the aggregate fair market value of Stock
with respect to which Incentive Stock Options are exercisable for the first time by the
Participant during any fiscal year (under all plans of the Company) exceeds $100,000, such
options shall be treated as Non-Qualified Stock Options, to the extent required by Section 422
of the Code.
2.4
Exercise. An Option shall be exercisable in accordance with such terms and
conditions and during such periods as may be established by the Committee provided, however,
incentive stock options must be exercised within 10 years of the date of grant or are
forfeited to the extent required by Section 422 of the Code.
2.5
Payment of Option Exercise Price. The payment of the Exercise Price of an Option
granted under this Section II shall be subject to the following:
A.
Subject to the following provisions of this subsection 2.5, the full Exercise Price for
shares of Stock purchased upon the exercise of any Option shall be paid at the time of such
exercise (except that, in the case of an exercise arrangement approved by the Committee and
described in paragraph 2.5(c), payment may be made as soon as practicable after the exercise).
B.
The Exercise Price shall be payable in cash or by tendering shares of Stock (by either actual
delivery of shares or by attestation, with such shares valued at Fair Market Value as of the
day of exercise), or in any combination thereof, as determined by the Committee.
C.
The Committee may permit a Participant to elect to pay the Exercise Price upon the exercise
of an Option by authorizing a third party to sell shares of Stock (or a sufficient portion of
the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion
of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from
such exercise.
2.6
Settlement of Award. The Committee, in its discretion, may impose such conditions,
restrictions and contingencies with respect to shares of Stock acquired pursuant to the
exercise of an Option as the Committee determines to be desirable.
SECTION III OTHER STOCK AWARDS
3.1
Definition. A Stock Award is a grant of shares of Stock or of a right to receive
shares of Stock (or their cash equivalent or a combination of both) in the future.
3.2
Restrictions on Stock Awards. The Committee may impose such restrictions on any Stock
Awards (including shares of restricted stock) granted under the Plan as it may deem advisable,
including, without limitation, continuous service requirements and/or achievement of
performance goals. The provisions of restricted stock awards (including any applicable
Performance Goals) need not be the same with respect to each participant. During the
restriction period, the Committee may require that the stock certificates evidencing such
restricted shares be held by the Company. Restricted stock may not be sold, assigned,
transferred, pledged or otherwise encumbered. Other than these restrictions on transfer and
any other restrictions the Committee may impose, the participant will have all the rights of a
holder of stock holding the class or series of stock that is the subject of the restricted
stock award.
Performance-Based Awards, certain benefits granted under the Plan, are subject to attainment
of certain performance goals. The performance goals are determined and established annually
by the Committee in its sole discretion, and shall be based on business criteria that applies
to the Company as a whole, such as earnings per share, net income, return on assets, or return
on equity. At the time of establishing a performance goal, the Committee shall specify the
manner in which the performance goal shall be calculated. In so doing, the Committee may
exclude the impact of certain specified events from the calculation of the performance goal.
Such performance goals also may be based on the attainment of specified levels of performance
of the Company or one or more Affiliates under one or more of the measures described above
relative to the performance of other corporations. Performance goals based on the foregoing
factors are hereinafter referred to as “Performance Goals”. With respect to Covered
Employees, all Performance Goals must be objective performance goals satisfying the
requirements for “performance based compensation” within the meaning of Section 162(m)(4) of
the Code, and shall be set by the Committee within the time prescribed by Section 162(m) and
related regulations.
In the event the employment of a Participant is terminated because of normal retirement,
Disability or death, any remaining period of restriction applicable to a Stock Award shall
automatically terminate. Unless the Committee determines otherwise, in the event that such
employment is terminated for any other reason during the period of restriction, then any
shares still subject to restrictions at the date of such termination of employment shall
automatically be forfeited and returned to the Company.
SECTION IV
OPERATION AND ADMINISTRATION
4.1
Effective Date. Subject to the approval of the shareholders, the Plan shall be
effective as of October 29, 2008 (the “Effective Date”).
4.2
Shares Subject to Plan.
(A)
(i) Subject to the following provisions of this subsection 4.2, the maximum number of shares
of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be
equal to the sum of 6,000,000 shares of Stock.
(ii) Any shares of Stock granted under the Plan that are forfeited because of the
failure to meet an Award contingency or condition shall again be available for delivery
pursuant to new Awards granted under the Plan. To the extent any shares of Stock covered
by an Award are not delivered to a Participant or beneficiary because the Award is
forfeited or canceled, or the shares of Stock are not delivered because the Award is
settled in cash, such shares shall not be deemed to have been delivered for purposes of
determining the maximum number of shares of Stock available for delivery under the Plan.
(iii) If the Exercise Price of any stock option granted under the Plan or any Prior Plan
is satisfied by tendering shares of Stock to the Company (by either actual delivery or by
attestation), only the number of shares of Stock issued net of the shares of Stock
tendered shall be deemed delivered for purposes of determining the maximum number of
shares of Stock available for delivery under the Plan.
(iv) Shares of Stock delivered under the Plan in settlement, assumption or substitution
of outstanding Awards (or obligations to grant future Awards) under the plans or
arrangements of another entity shall not reduce the maximum number of shares of Stock
available for delivery under the Plan, to the extent that such settlement, assumption or
substitution as a result of the Company acquiring another entity (or an interest in
another entity).
B.
Subject to paragraph 4.2C, the following additional maximums are imposed under the Plan.
(i) The maximum number of shares of Stock that may be issued by Options intended to be
Incentive Stock Options shall be 6,000,000 shares.
(ii) The maximum number of shares of Stock that may be issued in conjunction with Awards
granted pursuant to Section III (relating to Stock Awards) shall be 3,000,000 shares.
(iii) The maximum number of shares that may be covered by Awards granted to any one
individual pursuant to Section II (relating to Options) shall be 1,500,000 shares during
any three consecutive fiscal years.
C.
In the event of 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 Committee may
adjust Awards to preserve the benefits or potential benefits of the Awards. Action by the
Committee may include adjustment of: (i) the number and kind of shares which may be delivered under
the Plan; (ii) the number and kind of shares subject to outstanding Awards; and (iii) the Exercise
Price of outstanding Options; as well as any other adjustments that the Committee determines to be
equitable.
4.3
Limit on Distribution. If the Stock is at the time listed or admitted to trading on
any stock exchange or over-the-counter market, distribution of shares of stock or other
amounts under the Plan shall be subject to the following:
A.
Notwithstanding any other provision of the Plan, the Company shall have no liability to
deliver any shares of Stock under the Plan or make any other distribution of benefits under
the Plan unless such delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the Securities Act of 1933), and the
applicable requirements of any securities exchange or similar entity.
B.
To the extent that the Plan provides for issuance of stock certificates to reflect the
issuance of shares of Stock, the issuance may be effected on a non-certificate basis, to the
extent not prohibited by applicable law or the applicable rules of any stock exchange.
4.4
Tax Withholding. Whenever the Company proposes or is required to distribute Stock
under the Plan, the Company may require the recipient to remit to the Company an amount
sufficient to satisfy any Federal, state and local tax withholding requirements prior to the
delivery of any certificate for such shares or, in the discretion of the Committee, the
Company may withhold from the shares to be delivered shares sufficient to satisfy the minimum
tax withholding requirements. Whenever under the Plan payments are to be made in cash, such
payments may be net of an amount sufficient to satisfy any Federal, state and local minimum
tax withholding requirements.
4.5
Payment Shares. Subject to the overall limitation on the number of shares of Stock
that may be delivered under the Plan, the Committee may use available shares of Stock as the
form of payment for compensation, including integration with annual bonus plans and matching
share for share the portion of annual bonuses paid in stock, grants or rights earned or due
under any other compensation plans or arrangements of the Company, including the plans and
arrangements of the Company acquiring another entity (or an interest in another entity).
4.6
Dividends and Dividend Equivalents. An Award may provide the Participant with the
right to receive dividends or dividend equivalent payments with respect to Stock which may be
either paid currently or credited to an account for the Participant, and may be settled in
cash or Stock as determined by the Committee. Any such settlements, and any such crediting of
dividends or dividend equivalents or reinvestment in shares of Stock, may be subject to such
conditions, restrictions and contingencies as the Committee shall establish, including the
reinvestment of such credited amounts in Stock equivalents. No cash dividends shall be paid on
shares of Stock subject to unexercised Options.
4.7
Payments. Any Award settlement, including payment deferrals, may be subject to such
conditions, restrictions and contingencies, as the Committee shall determine. The Committee
may permit or require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting of interest, or
dividend equivalents, including converting such credits into deferred Stock equivalents. The
Committee intends that all deferrals will comply with the applicable provisions of Treas. Reg.
§ 1.409A-3.
4.8
Transferability. Awards under the Plan are not transferable other than as designated
by the Participant by will or by the laws of descent and distribution, and during the
Participant’s life, may be exercised only by the Participant.
4.9
Acceleration. Subject to the provisions of paragraph 4.2C, and except otherwise
provided in the Plan or the Agreement reflecting the applicable Award, upon the occurrence of
a Change in Control:
(a)
All outstanding Options shall become fully
exercisable.
(b)
All Stock Awards shall become fully vested.
4.10
Form and Time of Elections. Unless otherwise specified herein, each election
required or permitted to be made by any Participant or other person entitled to benefits under
the Plan, and any permitted modification, or revocation thereof, shall be in writing filed
with the Committee at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee shall require.
4.11
Agreement With Company. At the time of an Award to a Participant under the Plan, the
Committee may require a Participant to enter into an agreement with the Company (the
“Agreement”) in a form specified by the Committee, agreeing to the terms and conditions of the
Plan and to such additional terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe.
4.12
Limitation of Implied Rights.
A.
Neither a Participant nor any other person shall, by reason of the Plan, acquire
any right in or title to any assets, funds or property of the Company whatsoever,
including, without limitation, any specific funds, assets, or other property which the
Company, in its sole discretion, may set aside in anticipation of a liability under the
Plan. A Participant shall have only a contractual right to the stock or amounts, if any,
payable under the Plan, unsecured by any assets of the Company. Nothing contained in the
Plan shall constitute a guarantee that the assets of such Company shall be sufficient to
pay any benefits to any person.
B.
The Plan does not constitute a contract of employment, and selection as a
Participant will not give any employee the right to be retained in the employ of the
Company, nor any right or claim to any benefit under the Plan, unless such right or
claim has specifically accrued under the terms of the Plan. Except as otherwise
provided in the Plan, no Award under the Plan shall confer upon the holder thereof any
right as a shareholder of the Company prior to the date on which the individual
fulfills all conditions for receipt of such rights.
4.13
Evidence. Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information that the person acting on it considers pertinent and
reliable, and signed, made or presented by the proper party or parties.
4.14
Action by Company or Related Company. Any action required or permitted to be taken
by the Company shall be by resolution of its board of directors, or by action of one or more
members of the board (including a committee of the board) who are duly authorized to act for
the board, or (except to the extent prohibited by applicable law or applicable rules of any
stock exchange) by a duly authorized officer of the company.
4.15
Gender and Number. Where the context admits, words in any gender shall include any
other gender, words in the singular shall include the plural and the plural shall include the
singular.
4.16
Governing Law. This Plan shall be governed by North Carolina law except to the
extent such law is preempted by federal law.
4.17
Section 409A. The Plan is intended to comply with section 409A of the Code to the extent that
such section is applicable.
A.
The Plan may be amended at any time to the extent required to comply with Code
section 409A or to ensure that any portion, or all, of the benefits provided under the
Plan will not be subject to Code section 409A, as the Committee may determine to be
necessary or appropriate.
B.
If not otherwise later amended per the provisions of Subsection A, each provision
of the Plan that involves the deferral of compensation subject to Code section 409A shall
be interpreted in a manner that complies with such section, and each provision that
conflicts with such requirements shall be neither valid nor enforceable. The Plan may
not be amended in any way to accelerate the payment of any amounts credited to a
Participant’s
Award as of the effective date of such amendment, except as may be permitted by Code
section 409A.
C.
Notwithstanding any provision of the Plan, the Committee may terminate the Plan at
any time under any circumstances permitted by Code section 409A and, if the Board so
desires, cause all Awards to be paid out in lump sum payments in cash, as the Committee
may determine, as soon as practicable following such termination.
SECTION V
COMMITTEE
5.1
Administration. The authority to control and manage the operation and administration
of the Plan shall be vested in a committee (the “Committee”) in accordance with this Section
V.
5.2
Selection of Committee. The Committee shall be the Compensation Committee and shall
be selected by the Board and consist of two or more Outside Directors of the Board.
5.3
Powers of Committee. The authority to manage and control the operation and
administration of the Plan shall be vested in the Committee, subject to the following:
A.
Subject to the provisions of the Plan, the Committee will have the authority and discretion
to select from among the Eligible Individuals those persons who shall receive Awards, to
determine the time or times of receipt, to determine the types of Awards and the number of
shares covered by the Awards, to establish the terms, conditions, performance criteria,
restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by
Section VI) to cancel or suspend Awards. In making such Award determinations, the Committee
may take into account the nature of services rendered by the individual, the individual’s
present and potential contribution to the Company’s success and such other factors as the
Committee deems to relevant.
B.
Subject to the provisions of the Plan, the Committee will have the authority and discretion
to determine the extent to which Awards under the Plan will be structured to conform to the
requirements applicable to performance-based compensation as described in Code §162(m), and to
take such action, establish such procedures, and impose such restrictions at the time such
Awards are granted as the Committee determines to be necessary or appropriate to conform to
such requirements.
C.
The Committee will have the authority and discretion to establish terms and conditions of
Awards as the Committee determines to be necessary or appropriate to conform to applicable
requirements or practices of jurisdictions outside of the United States.
D.
The Committee will have the authority and discretion to interpret the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan, to determine the terms and
provisions of any agreements made pursuant to the Plan, and to make all other determinations
that may be necessary or advisable for the administration of the Plan.
E.
Any interpretation of the Plan by the Committee and any decision made by it under the Plan is
final and binding.
F.
Except as otherwise expressly provided in the Plan, where the Committee is authorized to make
a determination with respect to any Award, such determination shall be made at the time the
Award
is made, except that the Committee may reserve the authority to have such determination made
by the Committee in the future (but only if such reservation is made at the time the Award is
granted and is expressly stated in the Agreement reflecting the Award).
G.
In controlling and managing the operation and administration of the Plan, the Committee shall
act by majority of its then members, by meeting or by writing filed without a meeting. The
Committee shall maintain and keep adequate records concerning the Plan and concerning its
proceedings and acts in such form and detail as the Committee may decide.
5.4
Delegation by Committee. Except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate all or any part
of its responsibilities and powers to any person or persons selected by it. Any such
allocation or delegation may be revoked by the Committee at any time.
5.5
Information to be Furnished to Committee.The Company shall furnish the Committee
with such data and information as may be required for it to discharge its duties. The records
of the Company as to an employee’s or Participant’s employment (or other provision of
services), termination of employment (or cessation of the provision of services), leave of
absence, reemployment and compensation shall be conclusive on all persons unless determined to
be incorrect. Participants and other persons entitled to benefits under the Plan must furnish
the Committee such evidence, data or information, as the Committee considers desirable to
carry out the terms of the Plan.
SECTION VI
AMENDMENT AND TERMINATION
This Plan shall terminate ten years from the Effective Date (the “Termination Date”). The
Board may, at any time, prior to the Termination Date amend or terminate the Plan, provided that,
subject to subsection 4.2C, no amendment or termination may, in the absence of written consent to
the change by the affected Participant (or, if the Participant is not then living, the affected
beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted
under the Plan prior to the date such amendment is adopted by the Board.
SECTION VII
DEFINED TERMS
For purposes of the Plan, the terms listed below shall be defined as follows:
A.
Award. The term “Award” shall mean any award or benefit granted to any Participant
under the Plan, including, without limitation, the grant of Options and Stock Awards.
B.
Board. The term “Board” shall mean the Board of Directors of the Company.
C.
Change in Control. The term “Change in Control” shall mean a change in the ownership of
the Company, a change in the effective control of the Company, or a change in the ownership of a
substantial portion of the Company’s assets.
(i) A change in the ownership of the Companyoccurs on the date that any one person (or
more than one person acting as a group), acquires ownership of the stock of the Company
that, together with stock held by such person or group, constitutes more than 50% of the
total fair market value or total voting power of the Company’s stock. A stock acquisition
will not be deemed to be a change in the ownership of a corporation if such person or group
is considered to own more than 50% of the total fair market value or total voting power of
the Company’s stock at the time of the acquisition of additional stock.
(ii) A change in the effective control of the Companyoccurs on the date that either:
(a) any one person (or more than one person acting as a group) acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition
by such person or group) ownership of the stock of the Company that constitutes 20%
or more of the total voting power of the stock of the Company, or
(b) a majority of the members of the corporation’s board of directors is replaced
during any 24-month period by directors whose appointment or election is not endorsed
by at least two-thirds of the members of the corporation’s board of directors serving
prior to the date of the appointment or election.
If a person or a group is considered to effectively control a corporation, the acquisition
of additional control of the corporation by the same person or group is not considered to
cause a change in the effective control of the corporation.
(iii) A change in the ownership of a substantial portion of a the Company’s assets occurs on
the date that any one person (or more than one person acting as a group) acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition by
such person or group) assets from the corporation that have a total gross fair market value
equal to or more than 40% of the total gross fair market value of such corporation’s assets
immediately prior to such acquisition. An asset’s gross fair market value is determined
without regard to any liability associated with such asset.
A transfer of assets by a corporation is not treated as a change in ownership where such
assets are transferred to:
(a) an existing shareholder of the Company in exchange for or with respect to its
stock,
(b) an entity, 50% or more of the total value or voting power of which is owned,
directly or indirectly, by the Company,
(c) a person or group that owns, directly or indirectly, 50% or more of the total
value or voting power of all of the Company’s outstanding stock, or
(d) an entity, at least 50% of the total value or voting power of which is owned,
directly or indirectly, by a person described in (iii) above.
This Section will be construed in accordance with the applicable provisions of IRS Notice 2005-1
and Treas. Reg. § 1.409A-3.
D.
Code. The term “Code” means the Internal Revenue Code of 1986, as amended. A
reference to any provision of the Code shall include reference to any successor provisions of
the Code.
E.
Disability. The term “Disability” shall mean any of (i), (ii), or (iii) below:
(i) The Participant’s inability to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than 12
months, or entitlement to and receipt of disability benefits under a disability insurance
program that pays benefits on the basis of the foregoing definition;
(ii) The Participant is, by reason of a medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving either (1) income replacement
benefits for a period of not less than 3 months under an accident and health plan
covering employees of the Participant’s employer or (2) disability benefits under a
disability insurance program that pays benefits on the basis of the foregoing definition;
or
(iii) The Participant is determined to be totally disabled by the Social Security
Administration.
All determinations of disability hereunder shall be confirmed by the Committee.
F.
Eligible Individual. For purposes of the Plan, the term “Eligible Individual” shall
mean any employee of the Company, and any director, consultant or other person providing key
services to the Company.
G.
Fair Market Value. For purposes of determining the “Fair Market Value” of a share of
Stock, the following rules shall apply:
(i) If the Stock is at the time listed or admitted to trading on any stock exchange, then
the “Fair Market Value” shall be the mean between the lowest and highest reported sale
prices of the Stock on the date in question on the principal exchange on which the Stock
is then listed or admitted to trading. If no reported sale of Stock takes place on the
date in question on the principal exchange, then the mean between the lowest and highest
reported sale prices of the Stock on the closest date prior to the date in question on
the principal exchange shall be determinative of “Fair Market Value.”
(ii) If the Stock is not at the time listed or admitted to trading on a stock exchange,
the “Fair Market Value” shall be the mean between the lowest and highest reported sale
prices of the Stock on the date in question in the over-the-counter market, as such
prices are reported in a publication of general circulation selected by the Committee and
regularly reporting the market price of Stock in such market.
(iii) If the Stock is not listed or admitted to trading on any stock exchange or traded
in the over-the-counter market, the “Fair Market Value” shall be as determined in good
faith by the Committee.
H.
Outside Director. The term “Outside Director” means a member of the
Board who satisfies the requirements for an outside director as
provided in Code §162(m) and non-employee director as provided in
§16(b) of the Securities Exchange Act of 1934.
I.
Stock. The term “Stock” shall mean shares of common stock of the
Company. No fractional shares of the Company’s common stock will be
issued under the 2008 Long-Term Incentive Plan.
J.
Commission. The term “Commission” means the Securities and Exchange
Commission or any successor agency.
K.
Rule 16b-3. The term “Rule 16b-3” means Rule 16b-3, as promulgated by
the Commission under Rule 16b of the Exchange Act, as amended from
time to time.
L.
Section 162(m). The term “Section 162(m)” means Section 162(m) of the
Code, as amended from time to time.
Dates Referenced Herein and Documents Incorporated by Reference
