Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Interworld Corporation 85 435K
5: EX-10.10 Employment Agreement for Jeremy Davis 7 35K
2: EX-10.3 Form of Indemnificaton Agreement 6 17K
3: EX-10.7 Agreement of Sublease 10 38K
4: EX-10.9 2000 Equity Incentive Plan 11 45K
6: EX-21.1 List of Subsidiaries 1 4K
7: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 6K
8: EX-27.1 Financial Data Schedule 1 6K
9: EX-27.2 Financial Data Schedule 1 6K
EX-10.9 — 2000 Equity Incentive Plan
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EXHIBIT 10.9
INTERWORLD CORPORATION
2000 EQUITY INCENTIVE PLAN
SECTION 1. PURPOSE
The purposes of this InterWorld Corporation 2000 Equity Incentive Plan (the
"Plan") are to encourage selected employees, outside directors and consultants
of InterWorld Corporation (together with any successor thereto, the "Company")
and its Affiliates (as defined below) to acquire a proprietary interest in the
growth and performance of the Company, to generate an increased incentive to
contribute to the Company's future success and prosperity, thus enhancing the
value of the Company for the benefit of its shareholders, and to enhance the
ability of the Company and its Affiliates to attract and retain exceptionally
qualified individuals upon whom, in large measure, the sustained progress,
growth and profitability of the Company depend.
SECTION 2. DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean (i) any entity that, directly or through one or
more intermediaries, is controlled by the Company and (ii) any entity in which
the Company has a significant equity interest, as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or Other
Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award granted under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Consultant" shall mean a consultant or adviser who provides bona fide
services to the Company or an Affiliate as an independent contractor. Service as
a consultant shall be considered employment for all purposes of the Plan, except
for purposes of satisfying the requirements of Incentive Stock Options.
(f) "Committee" shall mean a committee of the Board of Directors of the
Company, acting in accordance with the provisions of Section 3, designated by
the Board to administer the Plan and composed of not less than two directors,
each of whom is not an employee of the Company or an Affiliate and meets the
eligibility requirements imposed by Rule 16b-3 (or its successor) under the
Securities Exchange Act of 1934, as amended, and each of whom is an outside
director for purposes of Section 162(m) of the Code.
(g) "Dividend Equivalent" shall mean any right granted under Section 6(e)
of the Plan.
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(h) "Employee" shall mean any employee of the Company or of any Affiliate.
(i) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.
(j) "Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code, or any successor provision thereto.
(k) "Non-Qualified Stock Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.
(l) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.
(m) "Other Stock-Based Award" shall mean any right granted under Section
6(f) of the Plan.
(n) "Outside Director" shall mean a member of the Board of Directors of the
Company or any Affiliate who is not an Employee. Service as an Outside Director
shall be considered employment for all purposes of the Plan, except for purposes
of satisfying the requirements of Incentive Stock Options.
(o) "Participant" shall mean an Employee, Outside Director or Consultant
who receives an Award under the Plan.
(p) "Performance Award" shall mean any right granted under Section 6(d) of
the Plan.
(q) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
(r) "Predecessor Plan" shall mean the Company's Amended and Restated 1996
Stock Option Plan.
(s) "Released Securities" shall mean shares of Restricted Stock as to which
all restrictions imposed by the committee have expired, lapsed, or been waived.
(t) "Restricted Stock" shall mean any Share granted under Section 6(c) of
the Plan.
(u) "Restricted Stock Unit" shall mean any right granted under Section 6(c)
of the Plan that is denominated in Shares.
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(v) "Shares" shall mean the shares of common stock of the Company, $.01 par
value, and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4(b) of the Plan.
(w) "Stock Appreciation Right" shall mean any right granted under Section
6(b) of the Plan.
SECTION 3. ADMINISTRATION
Except as otherwise provided herein, the Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered by (or with respect
to which payments, rights, or other matters are to be calculated in connection
with) Awards; (iv) determine the terms and conditions of any Award; (v)
determine the time or times when each Award shall become exercisable and the
duration of the exercise period; (vi) determine whether, to what extent, and
under what circumstances Awards may be settled in or exercised for cash, Shares,
other securities, other Awards, or other property, or canceled, forfeited, or
suspended, and the method or methods by which Awards may be settled, exercised,
canceled, forfeited, or suspended; (vii) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (viii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (ix) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (x) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time, and shall be
final, conclusive, and binding upon all Persons, including the Company, any
Affiliate, any Participant, any holder or beneficiary of any Award, any
shareholder, and any employee, director or consultant of the Company or of any
Affiliate. In the case of any Award that is intended to qualify as
performance-based compensation for purposes of Section 162(m) of the Code, once
the Award is made, the Committee shall not have discretion to increase the
amount of compensation payable under the Award that would otherwise be due upon
attainment of the performance goal. Actions of the Committee may be taken either
(i) by a subcommittee, designated by the Committee, composed of two or more
members, or (ii) by the Committee but with one or more members abstaining or
recusing himself or herself from acting on the matter, so long as two or more
members remain to act on the matter. Such action, authorized by such a
subcommittee or by the Committee upon the abstention or recusal of such members,
shall be the action of the Committee for purposes of the Plan.
SECTION 4. SHARES AVAILABLE FOR AWARDS
(a) SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b):
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(i) CALCULATION OF NUMBER OF SHARES AVAILABLE. The number of
Shares available for granting Awards under the Plan shall be (A)
3,000,000, plus the Shares remaining available for issuance under the
Predecessor Plan on the effective date of this Plan, plus (B) the
additional Shares as follows. As of January 1 of each year, commencing
with the year 2001 and ending with the year 2006, the aggregate number
of Shares available for granting Awards under the Plan shall
automatically increase by a number of Shares equal to the lesser of
(x) 5% of the total number of Shares then outstanding and (y) 750,000
subject to adjustment as provided in Section 4(b). Further, if, after
the effective date of the Plan, any Shares covered by an Award granted
under the Plan or by an award granted under the Predecessor Plan, or
to which such an Award or award relates, are forfeited, or if an Award
or award otherwise terminates without the delivery of Shares or of
other consideration, then the Shares covered by such Award or award,
or to which such Award or award relates, or the number of Shares
otherwise counted against the aggregate number of Shares available
under the Plan with respect to such Award or award, to the extent of
any such forfeiture or termination, shall again be, or shall become,
available for granting Awards under the Plan. Notwithstanding the
foregoing, the maximum number of Shares with respect to which
Incentive Stock Options may be granted in any year shall be 5,000,000.
(ii) ACCOUNTING FOR AWARDS. For purposes of this Section 4,
(A) if an Award (other than a Dividend Equivalent) is
denominated in Shares, the number of Shares covered by such
Award, or to which such Award relates, shall be counted on
the date of grant of such Award against the aggregate number
of Shares available for granting Awards under the Plan; and
(B) Dividend Equivalents and Awards not denominated in
Shares shall not be counted against the aggregate number of
Shares available for granting Awards under the Plan.
(iii) SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares
delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or of treasury Shares.
(b) ADJUSTMENTS. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Shares
(or other securities or property) which thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or property)
subject to outstanding Awards, (iii) the number and type of Shares (or other
securities or property) specified as the annual per-participant limitation under
Section 6(g)(vi), and (iv) the grant,
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purchase, or exercise price with respect to any Award, or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, in each case, that with respect to Awards of Incentive
Stock Options no such adjustment shall be authorized to the extent that such
authority would cause the Plan to violate Section 422(b)(1) of the Code or any
successor provision thereto; and provided, further, however, that the number of
Shares subject to any Award denominated in Shares shall always be a whole
number.
SECTION 5. ELIGIBILITY
Any Employee, Outside Director or Consultant shall be eligible to receive
Awards under the Plan. Any Awards granted to members of the Committee shall be
approved by the Board of Directors of the Company.
SECTION 6. AWARDS
(a) OPTIONS. The Committee is hereby authorized to grant Options with the
following terms and conditions and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the Committee
shall determine:
(i) EXERCISE PRICE. The exercise price per Share of each Option
shall be determined by the Committee; provided, however, that such
exercise price per Share under any Incentive Stock Option shall not be
less than 100% of the Fair Market Value of a Share on the date of
grant of such Incentive Stock Option, and such exercise price per
share under any Non-Qualified Stock Option shall not be less than 85%
of the Fair Market Value of a Share on the date of grant of such
Non-Qualified Stock Option (or if the Committee so determined, in the
case of any Option retroactively granted in tandem with or in
substitution for another Award or any outstanding award granted under
any other plan of the Company, on the date of grant of such other
Award or award).
(ii) OPTION TERM. The term of each Option shall be fixed by the
Committee.
(iii) TIME AND METHOD OF EXERCISE. The Committee shall determine
the time or times at which an Option may be exercised in whole or in
part, and the method or methods by which, and the form or forms,
including, without limitation, cash, Shares, other Awards, or other
property, or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price, in which,
payment of the exercise price with respect thereto may be made or
deemed to have been made.
(iv) INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, or any successor provision
thereto, and any regulations promulgated thereunder.
(b) STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to grant
Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan
shall confer on the holder thereof a right to receive, upon exercise thereof,
the excess of (i) the Fair Market Value of one Share on the date of exercise or,
if the Committee shall so determine in the
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case of any such right other than one related to any Incentive Stock Option, at
any time during a specified period before or after the date of exercise over
(ii) the grant price of the right as specified by the Committee, which shall not
be less than the Fair Market Value of one Share on the date of grant of the
Stock Appreciation Right (or, if the Committee so determines, in the case of any
Stock Appreciation Right retroactively granted in tandem with or in substitution
for another Award or any outstanding award granted under any other plan of the
Company, on the date of grant of such other Award or award). Subject to the
terms of the Plan, the grant price, term, methods of exercise, methods of
settlement, and any other terms and conditions of any Stock Appreciation Right
shall be as determined by the Committee. The Committee may impose such
conditions or restrictions on the exercise of any Stock Appreciation Right as it
may deem appropriate.
(c) RESTRICTED STOCK AND RESTRICTED STOCK UNITS.
(i) ISSUANCE. The Committee is hereby authorized to grant Awards
of Restricted Stock and Restricted Stock Units.
(ii) RESTRICTIONS. Shares of Restricted Stock and Restricted
Stock Units shall be subject to such restrictions as the Committee may
impose (including, without limitation, any limitation on the right to
vote a Share of Restricted Stock or the right to receive any dividend
or other right or property), which restrictions may lapse separately
or in combination at such time or times, in such installments or
otherwise, as the Committee may deem appropriate.
(iii) REGISTRATION. Any Restricted Stock granted under the Plan
may be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of
a stock certificate or certificates. In the event any stock
certificate is issued in respect of Shares of Restricted Stock granted
under the Plan, such certificate shall be registered in the name of
the Participant and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted
Stock.
(iv) FORFEITURE. Except as otherwise determined by the Committee,
upon termination of employment (as determined under criteria
established by the Committee) for any reason during the applicable
restriction period, all Shares of Restricted Stock and all Restricted
Stock Units still, in either case, subject to restriction shall be
forfeited and reacquired by the Company; provided, however, that the
Committee may, when it finds that a waiver would be in the best
interests of the Company, waive in whole or in part any or all
remaining restrictions with respect to Shares of Restricted Stock or
Restricted Stock Units. Unrestricted Shares, evidenced in such manner
as the Committee shall deem appropriate, shall be delivered to the
Participant promptly after such Restricted Stock shall become Released
Securities.
(d) PERFORMANCE AWARDS. The Committee is hereby authorized to grant
Performance Awards. Subject to the terms of the Plan, a Performance Award
granted under the Plan (i) may be denominated or payable in cash, Shares
(including, without limitation, Restricted Stock), other securities, other
Awards, or other property and (ii) shall confer on the
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holder thereof rights valued as determined by the Committee and payable to, or
exercisable by, the holder of the Performance Award, in whole or in part, upon
the achievement of such performance goals during such performance periods as the
Committee shall establish. Subject to the terms of the Plan and any applicable
Award Agreement, the performance goals to be achieved during any performance
period, the length of any performance period, the amount of any Performance
Award granted, and the amount of any payment or transfer to be made pursuant to
any Performance Award shall be determined by the Committee. The goals
established by the Committee shall be based on any one, or combination of,
earnings per share, return on equity, return on assets, total shareholder
return, net operating income, cash flow, revenue, economic value added, increase
in Share price or cash flow return on investment. Partial achievement of the
goal(s) may result in a payment or vesting corresponding to the degree of
achievement.
(e) DIVIDEND EQUIVALENTS. The Committee is hereby authorized to grant
Awards under which the holders thereof shall be entitled to receive payments
equivalent to dividends or interest with respect to a number of Shares
determined by the Committee, and the Committee may provide that such amounts (if
any) shall be deemed to have been reinvested in additional Shares or otherwise
reinvested. Subject to the terms of the Plan, such Awards may have such terms
and conditions as the Committee shall determine.
(f) OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to grant
such other Awards that are denominated or payable in, valued in whole or in part
by reference to, or otherwise based on or related to, Shares (including, without
limitation, securities convertible into Shares), as are deemed by the Committee
to be consistent with the purposes of the Plan, provided, however, that such
grants must comply with applicable law. Subject to the terms of the Plan, the
Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms, including, without limitation,
cash, Shares, other securities, other Awards, or other property, or any
combination thereof, as the Committee shall determine, the value of which
consideration, as established by the Committee, shall not be less than 85% of
the Fair Market Value of such Shares or other securities as of the date such
purchase right is granted (or if the Committee so determines, in the case of any
such purchase right retroactively granted in tandem with or in substitution for
another Award or any outstanding award granted under any other plan of the
Company, on the date of grant of such other Award or award).
(g) GENERAL.
(i) NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted for
no cash consideration or for such minimal cash consideration as may be
required by applicable law.
(ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in
the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for any other Award or
any award granted under any other plan of the Company or any
Affiliate. Awards granted in addition to or in tandem with other
Awards, or in addition to or in tandem with awards
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granted under any other plan of the Company or any Affiliate, may
be granted either at the same time as or at a different time from the
grant of such other Awards or awards.
(iii) FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the
Plan and of any applicable Award Agreement, payments or transfers to
be made by the Company or an Affiliate upon the grant, exercise, or
payment of an Award may be made in such form or forms as the Committee
shall determine, including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any combination
thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with
rules and procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment
or crediting of reasonable interest on installment or deferred
payments or the grant or crediting of Dividend Equivalents in respect
of installment or deferred payments.
(iv) LIMITS ON TRANSFER OF AWARDS. No Award (other than Released
Securities), and no right under any such Award, shall be assignable,
alienable, saleable, or transferable by a Participant otherwise than
by will or by the laws of descent and distribution; provided, however,
that, if so determined by the Committee, a Participant may, in the
manner established by the Committee, (A) designate a beneficiary or
beneficiaries to exercise the rights of the Participant, and to
receive any property distributable, with respect to any Award upon the
death of the Participant or (B) transfer any Award other than an
Incentive Stock Option for bona fide estate planning purposes. Each
Award, and each right under any Award, shall be exercisable, during
the Participant's lifetime, only by the Participant, a permitted
transferee or, if permissible under applicable law, by the
Participant's guardian or legal representative. No Award (other than
Released Securities), and no right under any such Award, may be
pledged, alienated, attached, or otherwise encumbered, and any
purported pledge, alienation, attachment, or encumbrance thereof shall
be void and unenforceable against the Company or any Affiliate.
(v) TERM OF AWARDS. The term of each Award shall be for such
period as may be determined by the Committee; provided, however, that
in no event shall the term of any Incentive Stock Option exceed a
period of ten years from the date of its grant.
(vi) PER-PERSON LIMITATION ON AWARDS. The number of Shares with
respect to which Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units and other Awards may be granted under the Plan
to an individual Participant in any one fiscal year of the Company
shall not exceed 3,000,000 Shares, subject to adjustment as provided
in Section 4(b). The maximum fair market value of payments to an
individual Participant under Performance Awards in any one fiscal year
of the Company shall not exceed $5,000,000.
(vii) SHARE CERTIFICATES. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan
or the rules, regulations, and other requirements of the Securities
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and Exchange Commission, any stock exchange upon which such Shares or
other securities are then listed, and any applicable Federal or state
securities laws, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.
SECTION 7. AMENDMENT AND TERMINATION
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:
(a) AMENDMENTS TO THE PLAN. The Board of Directors of the Company may
amend, alter, suspend, discontinue, or terminate the Plan, including, without
limitation, any amendment, alteration, suspension, discontinuation, or
termination that would impair the rights of any Participant, or any other holder
or beneficiary of any Award theretofore granted, without the consent of any
share owner, Participant, other holder or beneficiary of an Award, or other
Person.
(b) AMENDMENTS TO AWARDS. The Committee may waive any conditions or rights
under, amend any terms of, or amend, alter, suspend, discontinue, or terminate,
any Awards theretofore granted, prospectively or retroactively, without the
consent of any Participant, other holder or beneficiary of an Award.
(c) ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. Except as provided in the following sentence, the Committee
shall be authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or nonrecurring events
(including, without limitation, the events described in Section 4(b) hereof)
affecting the Company, any Affiliate, or the financial statements of the Company
or any Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits to be made available under the Plan. In the case of any Award
that is intended to qualify as performance-based compensation for purposes of
Section 162(m) of the Code, the Committee shall not have authority to adjust the
Award in any manner that would cause the Award to fail to meet the requirements
of Section 162(m).
(d) CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The Committee
may correct any defect, supply any omission, or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.
SECTION 8. GENERAL PROVISIONS
(a) NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Employees, Outside Director,
Consultants, other holders or beneficiaries of Awards under the Plan. The terms
and conditions of Awards need not be the same with respect to each recipient.
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(b) DELEGATION. The Committee may delegate to one or more officers or
managers of the Company or any Affiliate, or a committee of such officers or
managers, the authority, subject to such terms and limitations as the Committee
shall determine, to grant Awards to, or to cancel, modify, waive rights with
respect to, alter, discontinue, suspend, or terminate Awards held by, Employees,
Consultants, other holders or beneficiaries of Awards under the Plan who are not
officers or directors of the Company for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, and who also are not "covered
employees" for purposes of Section 162(m) of the Code.
(c) WITHHOLDING. The Company or any Affiliate shall be authorized to
withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, Shares, other securities, other
Awards, or other property) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Affiliate to satisfy all obligations for the payment of such taxes.
(d) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.
(e) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as
giving a Participant the right to remain an employee, director or consultant of
the Company or any Affiliate. Further, the Company or an Affiliate may at any
time terminate the service of any employee, director or consultant, free from
any liability, or any claim under the Plan, unless otherwise expressly provided
in the Plan or in any Award Agreement.
(f) GOVERNING LAW. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware and applicable Federal law.
(g) SEVERABILITY. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person, or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.
(h) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.
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(i) NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.
(j) HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 9. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of its approval by the
stockholders of the Company.
SECTION 10. TERM OF THE PLAN
No Award shall be granted under the Plan after January 25, 2010. However,
unless otherwise expressly provided in an applicable Award Agreement, any Award
theretofore granted may extend beyond such date, and the authority of the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such
Award, or to waive any conditions or rights under any such Award, and the
authority of the Board of Directors of the Company to amend the Plan, shall
extend beyond such date.
Dates Referenced Herein
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| | 1/25/10 | | 11 | | | | | None on these Dates |
Filed on: | | 2/7/00 |
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Filing Submission 0000950123-00-000782 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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