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Sample Business Contracts

1996 Stock Option Plan - Topps Co. Inc.

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                             THE TOPPS COMPANY, INC.
                             1996 STOCK OPTION PLAN
                   (Amended and Restated as of June 30, 2005)



1.   PURPOSES.

     The Topps Company,  Inc. 1996 Stock Option Plan (the "Plan") is intended to
attract and retain the best available  personnel,  to encourage  participants to
make substantial contributions to the future success of The Topps Company, Inc.,
a Delaware  corporation  (the  "Company")  or to certain  entities  directly  or
indirectly  controlled by or affiliated with the Company, and to ensure that the
Company can provide competitive compensation opportunities to its personnel. The
above  objectives  will be effectuated  through the granting of certain  options
("Options") to purchase  shares of the Company's  common stock,  par value $0.01
per share (the  "Common  Stock")  and stock  appreciation  rights  ("SARs").  By
meeting these  objectives,  the Plan is intended to benefit the  shareholders of
the Company.


2.   ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by a committee (the "Committee")  consisting
of at least two persons, appointed by the Board of Directors of the Company (the
"Board of Directors"), each of whom shall be a "disinterested person" within the
meaning  of and to the  extent  required  by Rule  16b-3  under  the  Securities
Exchange Act of 1934, as amended (the "1934 Act") and an "outside  director" for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code").  Within the limits of the express provisions of the Plan, the Committee
shall have the authority, in its discretion, to take the following actions under
the Plan:

     (a) to make grants of "incentive stock options" ("ISOs") within the meaning
of  Section  422  of the  Code,  Options  which  are  not  intended  to be  ISOs
("Non-Qualified Options") and SARs and to determine the individuals to whom, and
the time or times at which,  Options  or SARs  shall be  granted,  the number of
shares of Common  Stock to be subject to each  Option and whether  such  Options
shall be ISOs or Non-Qualified Options;

     (b) to interpret the Plan;

     (c) to prescribe,  amend and rescind rules and regulations  relating to the
Plan;

     (d) to determine the terms and provisions of the  respective  Option or SAR
agreements;

     (e) to accelerate the vesting of any outstanding Options or SARs;

     (f) to make  grants to  individuals  who are foreign  nationals  or who are
employed outside the United States or both, on such terms and conditions  (which
may be different than specified by the Plan) which the Committee deems necessary
or  appropriate  to assure the  viability of such grants to meet the purposes of
the Plan and to comply  with the laws or  customs of the  jurisdiction  in which
such individual is a citizen or resident;

     (g) to make all other  determinations  and take all other actions necessary
or advisable for the administration of the Plan.


<PAGE>

     In making such  determinations,  the  Committee  may take into  account the
nature of the services rendered by such  individuals,  and such other factors as
the Committee, in its discretion,  shall deem relevant. An individual to whom an
Option  or SAR has been  granted  under  the Plan is  referred  to  herein as an
"Optionee".  The Committee's  determinations  on the matters referred to in this
Section 2 shall be final,  binding and  conclusive  for all  purposes,  upon all
persons,  including  without  limitation,  the Company,  the  stockholders,  the
Committee and each member thereof, the directors,  officers and employees of the
Company,  and the Optionees  and their  respective  successors in interest.  The
Committee may designate persons other than members of the Committee or the Board
of Directors  to carry out its  responsibilities,  subject to such  limitations,
restrictions  and conditions as it may prescribe,  except that the Committee may
not  delegate  its  authority  with regard to the  awarding of grants to persons
subject to Section 16 of the 1934 Act, unless otherwise  permitted by Rule 16b-3
under the 1934 Act,  or whose  compensation  may be  subject to  limitations  on
deductibility under Section 162(m) of the Code.  Further,  the Committee may not
delegate  its  authority if such  delegation  would cause the Plan not to comply
with the requirements of Rule 16b-3 or any successor rule under the 1934 Act.


3.   SHARES SUBJECT TO THE PLAN.

     The  Company  shall at all times  while the Plan is in force  reserve  such
number  of  shares  of  Common  Stock  as  will be  sufficient  to  satisfy  the
requirements  of  outstanding  Options and SARs which provide for  settlement in
shares of Common  Stock.  Subject to  adjustment  as  contemplated  by Section 9
hereof, the total number of shares of Common Stock which may be issued under the
Plan  shall not  exceed  that  number of shares  of Common  Stock  which  remain
available for grant of options under The Topps  Company,  Inc. 1987 Stock Option
Plan,  as amended (the "Prior Plan") on June 25, 1996, as increased (i) annually
on the last day of the Company's fiscal year, by an amount equal to 0.70% of the
aggregate of the total number of shares of Common Stock  outstanding on the last
day of each fiscal year of the Company,  commencing  with the fiscal year ending
March 1, 1997 and ending with the fiscal year ending February 25, 2001, and (ii)
from time to time,  by (A) that  number of shares of Common  Stock which were or
are reserved for issuance  upon the exercise of Options  granted under the Plan,
or under the Prior Plan, which shall have expired,  been canceled, or terminated
for any reason  without  having been  exercised in full,  and (B) that number of
shares which are exchanged by an Optionee, either actually or by attestation, as
full or partial  payment to the Company of the  purchase  price of shares  being
acquired  through the exercise of a stock option  granted  under the Plan or the
Prior Plan.  The preceding  sentence  notwithstanding,  the aggregate  number of
shares for which ISOs may be granted under the Plan shall not exceed  1,500,000.
Shares  available  for  issuance  under the Plan which are not issued in a given
year shall be carried  forward and continue to be  available  in the  succeeding
year.  Where an SAR is settled  in cash or any form other than  shares of Common
Stock,  the shares in respect of which the SARs are settled  shall not be deemed
issued and shall remain  available  for issuance  under the Plan.  The shares of
Common Stock to be issued under the Plan may be authorized  but unissued  shares
or shares of Common  Stock  that  shall  have been or may be  reacquired  by the
Company.


<PAGE>

4.   ELIGIBILITY.

     (a) Incentive Stock Options  ("ISOs")  meeting the  requirements of Section
422 of the Code may be granted  under the Plan only to  employees of the Company
or a  "subsidiary  corporation"  within the  meaning of Section  424 of the Code
("Subsidiary").  Non-Qualified  Options  and SARs may be granted  under the Plan
only to employees and  non-employee  directors of, and persons or entities which
provide significant  services to, (i) the Company,  (ii) a Subsidiary,  or (iii)
entities directly or indirectly controlled by or affiliated with the Company and
designated by the Committee  ("Designated  Entities").  The term "Company," when
used in the Plan,  shall be deemed to  include  the  Company,  Subsidiaries  and
Designated Entities.

     (b) Nothing  contained in the Plan shall be construed to limit the right of
the Company to adopt such other incentive arrangements as it may deem advisable,
including,  without limitation,  the right to grant stock options otherwise than
under the Plan for proper corporate purposes.


5.   TERMS OF GRANTS.

     Each Option or SAR granted  under the Plan shall be  evidenced by a written
agreement  in  such  form  and  containing   such  terms  and  conditions   (not
inconsistent  with the Plan) as the  Committee  shall in its  discretion  adopt.
Option and SAR agreements  need not contain  identical  terms and conditions and
may  include,  without  limitation,  expiration  contingencies,   forfeitability
contingencies  based on continued  employment  with the Company,  the meeting of
performance criteria, or any or all of the above.

     (a) The  Committee  shall fix the  purchase  price of the  shares of Common
Stock  subject to each  Option and the  exercise  price of each SAR, at the time
such  Option or SAR is granted;  provided,  that in no event shall the per share
purchase  price of an  Option or the  exercise  price of an SAR be less than the
Fair Market Value of a share of Common  Stock on the date of grant,  except that
in the case of an Option or SAR  granted  retroactively  in tandem  with or as a
substitution  for another grant, the purchase price or exercise price may be the
same as the purchase price or exercise price of such other grant.

     (b) The  Committee  shall fix the date or dates on which  each  Option  (or
portion  thereof) or SAR shall be  exercisable at the time such Option or SAR is
granted.

     (c) The Committee  shall fix the  expiration  date of each Option or SAR at
the time such  Option or SAR is granted.  No Option or SAR shall be  exercisable
after  the  expiration  of ten (10)  years  from the date of its  grant and each
Option  and SAR shall be subject to earlier  termination  as  determined  by the
Committee.


<PAGE>

     (d) SARs and Options  shall be  exercised by the delivery to the Company at
its  principal  office or at such  other  address as may be  established  by the
Committee  (Attention:  Assistant  Treasurer) of written notice of the number of
SARs or number of shares of Common Stock with respect to which the SAR or Option
is being  exercised  accompanied,  in the case of an exercise  of an Option,  by
payment  in  full  of the  purchase  price  of  such  shares.  Unless  otherwise
determined  by the  Committee  at the time of grant,  payment may be made (i) in
cash,  (ii) by certified  check or bank cashier's  check payable to the order of
the  Company in the amount of such  purchase  price,  (iii) by  delivery  to the
Company  of shares of Common  Stock  having a Fair  Market  Value  equal to such
purchase price, (iv) by irrevocable instructions to a broker to deliver promptly
to the  Company  the  amount  of sale or loan  proceeds  necessary  to pay  such
purchase price, to sell the shares of Common Stock to be issued upon exercise of
the Option and deliver the cash proceeds less  commissions and brokerage fees to
the Optionee or to deliver the remaining shares of Common Stock to the Optionee,
or (v) by any  combination  of the methods of payment  described  in (i) through
(iv) above.

     (e) An Optionee  shall not have any of the rights of a holder of the Common
Stock with respect to the shares of Common Stock subject to an Option until such
shares are issued to such Optionee upon the exercise of such Option.

     (f) Any grant under the Plan shall be  non-transferable  and,  accordingly,
shall not be assignable,  alienable,  salable or otherwise  transferable  by the
Optionee  except by will or the laws of  descent  and  distribution,  and may be
exercised,  during the lifetime of an Optionee,  only by the Optionee. No Option
or SAR granted under the Plan shall be subject to execution, attachment or other
process.

     (g) For  purposes  of the  Plan,  as of any date when the  Common  Stock is
quoted on the National  Association of Securities  Dealers  Automated  Quotation
System National Market System  ("NASDAQ-NMS")  or listed on one or more national
securities  exchanges,  the "Fair  Market  Value" of the Common Stock as of such
date shall be deemed to be the  closing  price,  on the day prior to the date of
grant, (or, in the case of an exercise by delivery of shares of Common Stock, on
the day prior to the  delivery of shares to the  Company) on the stock  exchange
(including  NASDAQ-NMS) with the largest volume of sales of Common Stock on such
day if sold on any exchange, or if not sold on any such exchange, the average of
the  closing  bid and asked  prices of the Common  Stock on the day prior to the
date of grant of the Option  (or,  in the case of an  exercise  by  delivery  of
shares  of  Common  Stock,  on the day  prior to the  delivery  of shares to the
Company);  or,  if  there  are no such  sales  on that  date,  then on the  last
preceding  date on which such sales were  reported.  If the Common  Stock is not
quoted on the NASDAQ-NMS or listed on an exchange,  or representative quotes are
not otherwise available,  the "Fair Market Value" of the Common Stock shall mean
the amount  determined by the Committee to be the fair market value based upon a
good faith attempt to value the Common Stock accurately.

     (h) In no event shall any single  Optionee be granted Options or SARs under
the Plan covering more than 500,000 shares of Common Stock during any partial or
full fiscal year of the Company  during which the Plan is in existence,  subject
to adjustment as provided in Section 9 hereof.


<PAGE>

6.   SPECIAL PROVISIONS APPLICABLE TO ISOS.

     The following special  provisions shall be applicable to ISOs granted under
the Plan.

     (a) No ISOs shall be  granted  under the Plan after ten (10) years from the
earlier  of (i) the  date  the  Plan is  adopted,  or (ii)  the date the Plan is
approved by the Company's shareholders.

     (b) ISOs may not be granted to a person who owns stock possessing more than
10% of the total  combined  voting power of all classes of stock of the Company,
any Subsidiary,  or any "parent  corporation" (a "Parent") of the Company within
the meaning of Section 424(e) of the Code.

     (c) If the aggregate  Fair Market Value of the Common Stock with respect to
which ISOs are  exercisable for the first time by any Optionee during a calendar
year (under all plans of the Company and its Parents and  Subsidiaries)  exceeds
$100,000,  such  ISOs  shall  be  treated,  to the  extent  of such  excess,  as
Non-Qualified  Options. For purposes of the preceding sentence,  the Fair Market
Value of the Common Stock shall be determined at the time the ISOs covering such
shares were granted.


7.   STOCK APPRECIATION RIGHTS.

     A SAR grant shall  confer on an Optionee  the right to receive in shares of
Common Stock, cash or a combination of both, up to the positive  difference,  if
any,  between the Fair Market Value of a  designated  number of shares of Common
Stock on the date the SARs are exercised and the  designated  exercise  price of
the SARs  contained in the terms and  conditions of the grant.  Shares issued in
settlement  of the exercise of an SAR shall be valued at their Fair Market Value
on the date of the exercise of the SAR.


8.   LIMITED RIGHTS.

     Each Option or SAR  granted  under the Plan shall  include a limited  right
("Limited  Right")  which will allow the  Optionee  to receive  the value of the
Option or SAR, as described  below,  upon a Change in Control as defined  below.
Limited  Rights shall  provide for automatic  exercise upon the  occurrence of a
Change in Control,  whether or not the related Option or SAR is then exercisable
in  accordance  with its terms,  provided  there is then a  positive  difference
between the Change in Control Price and the exercise price of the Option or SAR.

     Each  Limited  Right  shall  expire  no later  than the  expiration  of the
underlying  Option or SAR and shall be transferable  only when and to the extent
the underlying Option or SAR is transferable.

     Except to the extent  payment is due as a result of an  automatic  exercise
upon  the  occurrence  of a Change  in  Control  as  provided  in the  preceding
paragraph, Limited Rights or the applicable portion thereof granted with respect
to a given Option or SAR shall terminate and cease to exist upon the expiration,
termination  or forfeiture of the related Option or SAR. Upon the exercise of an
Option or SAR, the related  Limited  Right shall cease to exist to the extent of
the shares of Common Stock with respect to which such Option is exercised.  Upon
the exercise of a Limited Right, the related Option or SAR shall expire. Limited
Rights shall be  transferable  only at such time or times and to the extent that
the underlying Option or SAR would be transferable.


<PAGE>

     Upon exercise of a Limited Right, the Optionee shall be entitled to receive
in cash,  in lieu of  exercising  his Option or SAR,  an amount in cash equal in
value to the excess of (i) the Change in Control Price,  as defined below,  of a
share of Common Stock over (ii) the purchase price or exercise  price  specified
in the related  Option or SAR  agreement,  such excess to be  multiplied  by the
number of shares of Common Stock or SARs to which the Limited Right relates.

     For purposes of this Section 8, the following definitions shall apply:

     Unless more limited  definition is provided in the Option or SAR agreement,
a "Change in Control"  shall be deemed to have  occurred upon the first to occur
of the following:

     (a) The acquisition by any person (including a group, within the meaning of
Section  13(d)(3)  or  14(d)(2)  of the 1934 Act),  other than the  Company,  of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
1934 Act) of 50% or more of the  combined  voting  power of the  Company's  then
outstanding voting securities;

     (b) During any period of 24 months or less, the persons who were Continuing
Directors  immediately  before the beginning of such period shall cease, for any
reason  other than  death,  to  constitute  at least a majority  of the Board of
Directors, provided that any director who was not a director at the beginning of
such period  shall be deemed to be a  Continuing  Director if clause (ii) of the
definition of "Continuing Director" applies; or

     (c) The Company  sells or  otherwise  disposes of or  transfers  (A) all or
substantially  all of its assets or (B) assets  constituting  one or more of the
Company's main lines of business (such as the confectionary  line of business or
the  entertainment  line of business),  in either case (whether through a direct
sale of assets or through a  reorganization  of such assets into a  wholly-owned
subsidiary of the Company  followed by a sale of such  subsidiary)  to any other
company or legal entity,  and as a result of such sale or other  disposition  or
transfer of assets,  less than a majority of the  combined  voting  power of the
then-outstanding  securities  of such other  company or other legal  entity,  to
which such assets are being sold,  disposed or transferred to, immediately after
such sale,  disposition  or  transfer  is held  directly  or  indirectly  in the
aggregate by the holders of voting  securities of the Company  immediately prior
to such sale or other  disposition  or  transfer  (including  voting  securities
issuable upon exercise or conversion of options, warrants or other securities or
rights);  provided,  however  that a sale or other  disposition  or  transfer of
assets  pursuant to clause (B) above shall only constitute a "Change in Control"
with respect to those  employees  whose  employment  relates to the assets being
sold or  otherwise  disposed of or  transferred  and whose  employment  with the
Company and all its  affiliates  terminates  as a direct  result of such sale or
other disposition or transfer.

     "Change in Control  Price" shall mean the highest price per share of Common
Stock  paid in any  transaction  in  connection  with a Change in Control of the
Company.

     "Continuing  Director"  shall mean any member of the Board of  Directors of
the  Company  who either (i) is a member of the Board of  Directors  on the date
this  Plan is  adopted,  or (ii) was  nominated  for  election  to the  Board of
Directors  by, or on the  recommendation  of or with the  approval  of, at least
two-thirds of the directors who then qualified as Continuing Directors.


<PAGE>

9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

     (a) In the event that the outstanding shares of Common Stock are changed by
reason   of    reorganization,    merger,    consolidation,    recapitalization,
reclassification,  stock  split,  combination,  exchange of shares,  spin-off or
other  distribution  (other  than normal cash  dividends)  of Company  assets to
shareholders,  a  proportionate  adjustment,  if  any,  shall  be  made  by  the
Committee,  as it deems  appropriate  to reflect such change,  in the  aggregate
number of shares of Common Stock available under the Plan, the maximum number of
shares covered by Options or SARs granted to any Optionee  during any partial or
full calendar  year, in the number of shares of Common Stock and price per share
of Common Stock subject to outstanding  Options,  and in the number and exercise
price of  outstanding  SAR grants.  If the Company  shall be sold,  reorganized,
consolidated,  or merged with another  corporation  (a  "Corporate  Event"),  an
Optionee shall be entitled to receive upon the exercise of his Option or SAR the
same number and kind of shares of stock or the same amount of property,  cash or
securities as he would have been entitled to receive upon the  occurrence of any
such Corporate  Event as if he had been,  immediately  prior to such event,  the
holder of the number of shares of Common Stock covered by his Option;  provided,
however,  that the Committee may, in its discretion,  unless it is intended that
pooling of interests accounting  treatment apply,  accelerate the exercisability
of  outstanding  Options  and  SARs  to any  date  within  30 days  prior  to or
concurrent  with the  occurrence  of such  Corporate  Event and,  in  connection
therewith,  may shorten the term of outstanding  Options and SARs to the date of
the occurrence of such Corporate Event.

     (b) If  fractions  of a share would  result from any such  adjustment,  the
adjustment shall be revised to the next lower whole number of shares.


10. FURTHER CONDITIONS OF EXERCISE.

     (a) Unless  prior to the  exercise of an Option the shares of Common  Stock
issuable upon such exercise are the subject of a  registration  statement  filed
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  and  there  is then in  effect  a
prospectus filed as part of such registration statement meeting the requirements
of Section  10(a)(3) of the Securities  Act, the notice of exercise with respect
to such Option  shall be  accompanied  by a  representation  or agreement of the
Optionee to the Company to the effect  that such shares are being  acquired  for
investment  only and not with a view to the resale or distribution  thereof,  or
such other  documentation  as may be required  by the  Company,  unless,  in the
opinion  of  counsel  to  the  Company,   such   representation,   agreement  or
documentation is not necessary to comply with the Securities Act.

     (b)  Anything  in  subparagraph  (a) of  this  Section  10 to the  contrary
notwithstanding,  the Company shall not be obligated to issue or sell any shares
of Common Stock until they have been listed on each securities exchange on which
the  shares of Common  Stock may then be  listed  and until and  unless,  in the
opinion of counsel to the Company, the Company may issue such shares pursuant to
a qualification  or an effective  registration  statement,  or an exemption from
registration,  under such state and federal laws,  rules or  regulations as such
counsel may deem applicable.  The Company shall use reasonable efforts to effect
such listing, qualification and registration, as the case may be.


<PAGE>

11. TERMINATION OF SERVICE.

     Except as otherwise specifically provided by the Committee in the Option or
SAR  agreement,  Options  and SARs may be  exercised  only within the period set
forth below.  An Option or SAR held by a director shall be  exercisable  only if
the  Optionee  has  maintained  continuous  status  as a member  of the Board of
Directors and an Option or SAR held by an employee shall be exercisable  only if
the Optionee has maintained  continuous  status as an employee since the date of
grant. No Option or SAR shall be exercisable  after termination of an Optionee's
membership on the Board of Directors or employment  with the Company unless such
termination  occurs by reason of  retirement  with the  consent  of the Board of
Directors,  death or disability (as defined in Section 22(e)(3) of the Code). In
the event of termination of service by retirement  with the consent of the Board
of Directors,  or disability,  the Options or SARs held by such individual which
were otherwise  exercisable on the date of his  termination  shall expire unless
exercised by such  individual  within a period of three months after the date of
termination  by  retirement  or one  year  after  the  date  of  termination  by
disability.  In the  case of the  death of an  Optionee  while  employed  by the
Company or within three months of termination of service by retirement  with the
consent of the Board of  Directors,  his Options or SARs may be exercised by his
heirs, legatees or personal  representatives,  within a period of one year after
the date of  death.  In the event of the death of an  Optionee  within  one year
after the  termination of employment due to disability,  his Options or SARs may
be exercised by his heirs, legatees or personal  representatives within a period
of one year after the  Optionee's  date of death.  Options or SARs granted under
the Plan  shall  not be  affected  by any  change of  employment  so long as the
Optionee  continues  to be  an  employee  of  the  Company,  a  Subsidiary  or a
Designated Entity.  Notwithstanding the foregoing,  the Committee may provide in
an Option or SAR  agreement for the  continued  exercisability  of Options after
termination  of  employment  for such other  period or periods and on such other
terms and conditions as the Committee determines to be appropriate. In no event,
however,  shall any Option or SAR be exercisable after 10 years from the date it
was granted.


12. TERMINATION, MODIFICATION AND AMENDMENT.

     (a) The Plan (but not Options or SARs  previously  granted  under the Plan)
shall  terminate  five (5)  years  from the  date  the Plan is  approved  by the
Company's  stockholders and no Option or SAR shall be granted after  termination
of the Plan.

     (b) The  Plan may at any  time be  terminated  or,  from  time to time,  be
suspended,  modified or amended by the Board of  Directors;  provided,  however,
that the Board of Directors shall not,  without approval by the affirmative vote
of the holders of a majority of the voting  securities of the Company present in
person or  represented  by proxy and  entitled to vote at a meeting duly held in
accordance with Delaware law, (i) increase (except as provided by Section 7) the
maximum  number of shares of  Common  Stock as to which  Options  or SARs may be
granted  under the Plan, or (ii) reduce the minimum  purchase  price or exercise
price at which Options or SARs may be granted under the Plan.

     (c) No  termination,  modification  or amendment of the Plan may materially
and adversely  affect the rights  conferred  under the Plan or any related grant
agreement with respect to outstanding  Options or SAR grants without the written
consent of the affected Optionee.


<PAGE>

13. EFFECTIVENESS OF THE PLAN.

     The Plan shall become  effective  upon  adoption by the Board of Directors,
subject to approval by a proper vote of the stockholders of the Company. Options
may be granted under the Plan prior to receipt of such approval,  provided that,
in the event such  approval is not  obtained,  the Plan and all Options and SARs
granted under the Plan shall be null and void and of no force or effect.


14.  NOT A CONTRACT.

     Nothing  contained in the Plan or in any Option or SAR  agreement  executed
pursuant  hereto  shall be  deemed  to  confer  upon any  Optionee  any right to
continue  as a member of the Board of  Directors,  or to remain in the employ or
service of the Company, any Subsidiary or any Designated Entity.


15.  GOVERNING LAW.

     The Plan shall be  governed  by the laws of the State of  Delaware  without
reference to principles of conflict of laws.


16.  WITHHOLDING.

     As a condition  to the  exercise of any Option or SAR,  the  Committee  may
require that an Optionee  satisfy,  through  deduction or  withholding  from any
payment  of any kind  otherwise  due to the  Optionee,  or  through  such  other
arrangements  as are  satisfactory  to the  Committee,  the full  amount  of all
federal,  state  and  local  income  and  other  taxes of any kind  required  or
permitted to be withheld in  connection  with such  exercise.  The Committee may
permit shares of Common Stock to be used to satisfy tax withholding requirements
and such shares shall be valued at their Fair Market Value as of the  settlement
date of the Option or SAR being exercised.


17.  OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS.

     Unless otherwise determined by the Committee,  compensation recognized upon
exercise of Options or SARs or upon  settlement  of rights  under the Plan shall
not be deemed a part of the recipient's compensation for purposes of calculating
payments or benefits from any Company benefit or severance program (or severance
pay law of any country). The above notwithstanding,  the Company may adopt other
compensation  programs,  plans  or  arrangements  as  it  deems  appropriate  or
necessary.


18.  UNFUNDED PLAN.

     Unless  otherwise  determined by the Committee,  the Plan shall be unfunded
and shall not create (or be construed  to create) a trust or a separate  fund or
funds.  The Plan shall not  establish  any  fiduciary  relationship  between the
Company and any person. To the extent any person holds any rights by virtue of a
grant awarded  under the Plan,  such right shall be no greater than the right of
an unsecured general creditor of the Company.


19.  SUCCESSORS AND ASSIGNS.

     The Plan shall be binding on all  successors  and assigns of a participant,
including,  without limitation,  the estate of such participant and the executor
or  administrator  of such estate,  or any receiver or trustee in  bankruptcy or
representative of the participant's creditors.