Employees' Stock Option Plan - Ctrip.com International Ltd.
CTRIP.COM INTERNATIONAL LIMITED
EMPLOYEES' STOCK OPTION PLAN
1. Purposes of the Plan
The purposes of this Plan are:
(a) to attract and retain the best available personnel for positions
of substantial responsibility,
(b) to provide additional incentive to Employees, Independent
Directors and Consultants, and
(c) to promote the success of the Company's business.
Stock Purchase Rights may also be granted under the Plan.
2. Definitions
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"Administrative Committee" the Board or any of
its Committees as shall be
administering the Plan in
accordance with Section 4
below. It should be comprised
of CEO, CFO and members of the
compensation committee.
"Applicable Laws" the requirements relating to
the administration of stock
option plans under any stock
exchange or quotation system
on which the Ordinary Shares
are listed or quoted and the
applicable laws of any country
or jurisdiction where Options
or Stock Purchase Rights are
granted under the Plan.
"Board" the Board of Directors of the
Company.
"Committee" a committee of Directors
appointed by the Board
in accordance with Section 4
below.
"Company" CTRIP.COM INTERNATIONAL
LIMITED, a company incorporated
under the laws of Cayman
Islands.
"Consultant" any person who is engaged by
the Company or any Parent or
Subsidiary to render consulting
or advisory services to such
entity.
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"Director" a member of the Board.
"Disability" any total and permanent
disability which prevents the
Service Provider to continue in
such capacity.
"Employee" any person, including but not
limited to Directors, employed
by the Company or any Parent or
Subsidiary of the Company. A
Service Provider shall not
cease to be an Employee in the
case:
(i) any leave of absence
approved by the Company; or
(ii) transfers between
locations of the Company
or between the Company,
its Parent, any Subsidiary,
or any successor.
"Fair Market Value" as of any date, the value of
Ordinary Shares is determined
as follows:
(i) if the Ordinary Shares are
listed or publicly traded on
any established stock exchange
or a national market system,
its Fair Market Value shall be
the closing sales price for
such stock (or the closing bid,
if no sales were reported) as
quoted on such exchange or
system for the last market
trading day prior to the time
of determination, as reported
in The Wall Street Journal or
such other resource as the
Administrative Committee deems
reliable.
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(ii) if the Ordinary Shares are
regularly quoted by a
principal recognised
securities dealer but
selling prices are not
reported, its Fair Market
Value shall be the average
between the high bid and
low asked prices for the
Ordinary Shares on the last
market trading day prior to
the day of determination;
or
(iii) in the absence of an
established market for the
Ordinary Shares, the Fair
Market Value thereof shall
be determined in good
faith by the Administrative
Committee after consultation
with legal and accounting
experts as the Administrative
Committee may deem advisable.
"Option" a stock option granted pursuant
to the Plan.
"Option Agreement" a written or electronic agreement
between the Company and an
Optionee evidencing the terms
and conditions of an individual
Option grant. The Option Agreement
is subject to the terms and
conditions of the Plan.
"Option Exchange Program" a program whereby outstanding Options
are exchanged for Options with
a lower exercise price.
"Optioned Stock" the Ordinary Shares subject to an
Option or a Stock Purchase Right.
"Optionee" The holder of an outstanding Option
or Stock Purchase Right granted
under the Plan.
"Ordinary Shares" The ordinary shares of the
Company.
"Parent" Any entity which holds directly
or indirectly at least fifty point
one percent (50.1%) of the voting
equity of the Company.
"Plan" This Employees' Stock Option Plan.
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"Restricted Stock" Shares of Ordinary Shares acquired
pursuant to a grant of a Stock
Purchase Right under Section 11
below.
"Securities Act" the securities exchange legislation
of any applicable jurisdiction together
with its amendments.
"Service Provider" an Employee, Director or Consultant.
"Share" or "Shares" a share or shares of the Ordinary
Shares, as adjusted in accordance
with Section 12 below.
"Stock Purchase Right" a right to purchase Ordinary Shares
pursuant to Section 11 below.
"Subsidiary" any entity in which the Company
holds directly or indirectly fifty
point one percent (50.1%) or more
of the voting equity.
"Tax Law" The relevant tax legislation of
the applicable jurisdiction,
as amended.
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Except where otherwise indicated by the context, the masculine gender
also shall include the feminine gender, and the definition of any term
herein in the singular also shall include the plural.
3. Stock Subject to the Plan
Subject to the provisions of Section 12 of the Plan, the maximum
aggregate number of Shares which may be subject to option and sold
under the Plan is 1,187,510 Shares. At all times during the term of the
Plan and while any Option(s) or Stock Purchase Right(s) are
outstanding, the Company shall retain as authorized and unissued stock,
or as treasury stock, at least the number of Shares from time to time
required under the provisions of the Plan, or otherwise assure itself
of its ability to perform its obligations hereunder.
If an Option or Stock Purchase Right expires or terminates for any
reason or becomes unexercisable without having been exercised in full,
or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available
for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the
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Plan, upon exercise of either an Option or Stock Purchase Right, shall
not be returned to the Plan and shall not become available for future
distribution under the Plan, except that if Shares of Restricted Stock
are repurchased by the Company at their original purchase price and
cancelled, such Shares (which will then be authorised but unissued
Shares) shall become available for future grant under the Plan.
4. Administration of the Plan
(a) Administrative Committee
The Plan shall be administered by the Board or a Committee
appointed by the Board, which Committee shall be constituted to
comply with the Applicable Laws.
(b) Powers of the Administrative Committee
Subject to the provisions of the Plan and, in the case of a
Committee, the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant
authorities, the Administrative Committee shall have the
authority in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Options and
Stock Purchase Rights may from time to time be granted
hereunder;
(iii) to determine the number of Shares to be covered by each
such award granted hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions, of any Option or
Stock Purchase Right granted hereunder. Such terms and
conditions include, but are not limited to, the exercise
price, the time or times when Option or Stock Purchase
Rights may be exercised (which may be based on
performance criteria), any vesting acceleration or
waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or Stock Purchase
Right or the Ordinary Shares relating thereto, based in
each case on such factors as the Administrative
Committee, in its sole discretion, shall determine;
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(vi) to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(e)
below instead of Ordinary Shares;
(vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of
the Ordinary Shares covered by such Option has declined
since the date the Option was granted;
(viii) to initiate an Option Exchange Program;
(ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax
law;
(x) to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold
from the Shares to be issued upon exercise of an Option
or Stock Purchase Right that number of Shares having a
Fair Market Value equal to the amount required to be
withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount
of tax to be withheld is to be determined. All elections
by Optionees to have Shares withheld for this purpose
shall be made in such form and under such conditions as
the Administrative Committee may deem necessary or
advisable; and
(xi) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan.
(c) Effect of Administrative Committee's Decision
All decisions, determinations and interpretations of the
Administrative Committee pursuant to the provisions of the Plan
shall be final conclusive and binding on all Optionees.
5. Eligibility
(a) Stock Purchase Rights may be granted to Service Providers.
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(b) Neither the Plan nor any Option or Stock Purchase Right shall
confer upon any Optionee any right with respect to continuing
the Optionee's relationship as a Service Provider with the
Company, nor shall it interfere in any way with his or her right
or the Company's right to terminate such relationship at any
time, with or without cause.
6. Term of Plan
The Plan shall become effective upon its adoption by the Board. It shall
continue in effect for a term of five (5) years unless sooner terminated
under Section 14 below.
7. Term of Option
The term of each Option shall be stated in the Option Agreement;
provided, however, that the term shall be no more than five (5) years
from the date of grant thereof.
8. Option Exercise Price and Consideration
(a) The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by
the Administrative Committee.
(b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be
determined by the Administrative Committee. Such consideration
may consist of:
(i) cash,
(ii) check payable to the order of the Company,
(iii) promissory note,
(iv) other Shares which (x) in the case of Shares acquired
upon exercise of an Option, have been owned by the
Optionee for more than six (6) months on the date of
surrender, and (y) have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of
the Shares as to which such Option shall be exercised,
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(v) consideration received by the Company under a cashless
exercise program implemented by the Company in
connection with the Plan, or
(vi) any combination of the foregoing methods of payment.
In making its determination as to the type of consideration to accept,
the Administrative Committee shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.
9. Exercise of Option
(a) Procedure for Exercise; Rights as a Shareholder
Any Option granted hereunder shall be exercisable according to
the terms hereof at such times and under such conditions as
determined by the Administrative Committee and set forth in the
Option Agreement. Except in the case of Options granted to
Independent Directors and Consultants, Options shall become
exercisable at a rate of no less than twenty percent (20%) per
year over five (5) years from the date the Options are granted.
Unless the Administrative Committee provides otherwise, vesting
of Options granted hereunder to Directors shall be tolled during
any unpaid leave of absence. An Option may not be exercised for
a fraction of a Share.
An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance
with the Option Agreement) from the person entitled to
exercise the Option, and
(ii) full payment for the Shares with respect to which the
Option is exercised.
Full payment may consist of any consideration and method of
payment authorised by the Administrative Committee and permitted
by the Option Agreement and the Plan. Shares issued upon
exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the
Optionee and his or her spouse. Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company
or of a duly authorised transfer agent of the Company), no right
to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall
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issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend
or other right for which the record date is prior to the date
the Shares are issued, except as provided in Section 12 below.
Exercise of an Option in any manner shall result in a decrease
in the number of Shares thereafter available, both for purposes
of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.
(b) Termination of Relationship as Service Provider
If an Optionee ceases to be a Service Provider, such Optionee
may exercise his or her Option within such period of time as is
specified in the Option Agreement (of at least thirty (30) days)
to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the
term of the Option as set forth in the Option Agreement). In the
absence of a specified time in the Option Agreement, the Option
shall remain exercisable for three (3) months following the
Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified by the
Administrative Committee, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
(c) Disability of Optionee
If an Optionee ceases to be a Service Provider as a result of
the Optionee's Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option
Agreement (of at least six (6) months) to the extent the Option
is vested on the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the
Option Agreement). In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Optionee's termination. If, on the
date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
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(d) Death of Optionee
If an Optionee dies while being a Service Provider, the Option
may be exercised within such period of time as is specified in
the Option Agreement (of at least six (6) months) to the extent
that the Option is vested on the date of death (but in no event
later than the expiration of the term of such Option as set
forth in the Option Agreement) by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest
or inheritance. In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12)
months following the Optionee's termination. If, at the time of
death, the Optionee is not vested as to the entire Option, the
Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. If the Option is not so
exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to
the Plan.
(e) Buyout Provisions
The Administrative Committee may at any time offer to buy out an
Option previously granted for a payment in cash or Shares, based
on such terms and conditions as the Administrative Committee
shall establish and communicate to the Optionee at the time that
such offer is made.
10. Non-Transferability of Options and Stock Purchase Rights
The Option and Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of succession and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
11. Stock Purchase Rights
(a) Rights to Purchase
Stock Purchase Rights may be issued either alone, in addition
to, or in tandem with other awards granted under the Plan and/or
cash awards made outside of the Plan. After the Administrative
Committee determines that it will offer Stock Purchase Rights
under the Plan, it shall advise the offeree in writing or
electronically of the terms, conditions and restrictions related
to the offer, including the number of Shares that such person
shall be entitled to purchase, the price to be paid, and the
time within which such person must accept such offer.
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(b) Repurchase Option
Unless the Administrative Committee determines otherwise, the
Restricted Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary
termination of the purchaser's service with the Company for any
reason (including death or disability). The purchase price for
Shares repurchased pursuant to the Restricted Stock purchase
agreement shall be the original price paid by the purchaser and
may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at such rate
as the Administrative Committee may determine. Except with
respect to Shares purchased Independent Directors and
Consultants, the repurchase option shall in no case lapse at a
rate of less than 20% per year over five (5) years from the date
of purchase.
(c) Other Provisions
The Restricted Stock purchase agreement shall contain such other
terms, provisions and conditions not inconsistent with the Plan
as may be determined by the Administrative Committee in its sole
discretion.
(d) Rights as a Shareholder
Once the Stock Purchase Right is exercised, the purchaser shall
have rights equivalent to those of a shareholder and shall be a
shareholder when his or her purchase is entered upon the records
of the duly authorised transfer agent of the Company. No
adjustment shall be made for a dividend or other right for which
the record date is prior to the date the Stock Purchase Right is
exercised, except as provided in Section 12 below.
12. Adjustments Upon Changes in Capitalization, Merger or Asset Sale
(a) (i) Changes in Capitalization
Subject to any required action by the shareholders of the
Company, the number of shares of Ordinary Shares covered by each
outstanding Option or Stock Purchase Right, and the number of
shares of Ordinary Shares which have been authorised for
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issuance under the Plan but as to which no Options or Stock
Purchase Rights have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an
Option or Stock Purchase Right, as well as the price per share
of Ordinary Shares covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Ordinary
Shares resulting from a reclassification of the Ordinary Shares,
or any other increase or decrease in the number of issued shares
of Ordinary Shares effected without receipt of consideration by
the Company. The conversion of any convertible securities of the
Company shall not be deemed to have been "effected without
receipt of consideration". Such adjustment shall be made by the
Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Ordinary Shares
subject to an Option or Stock Purchase Right.
(ii) Adjustments for Stock Split, Stock Dividend, Etc.
For avoidance of doubt, it is further stated if the Company
shall at any time increase or decrease the number of its
outstanding Shares of Ordinary Shares, or change in any way the
rights and privileges of such Shares by means of the payment of
a stock dividend or any other distribution upon such Shares, or
through a stock split, subdivision, consolidation, combination,
reclassification or recapitalization involving the stock, then
in relation to the Ordinary Shares that is affected by one or
more of the above events, the numbers, rights and privileges of
the following shall be increased, decreased or changed in like
manner as if such Shares had been issued and outstanding, fully
paid and nonassessable at the time of such occurrence: (I) the
number of shares of Ordinary Shares as to which Options may be
granted under the Plan: and (ii) the Shares included in each
outstanding Option granted hereunder.
(b) Dissolution or Liquidation
In the event of the proposed dissolution or liquidation of the
Company, the Administrative Committee shall notify each Optionee
as soon as practicable prior to the effective date of such
proposed transaction. The Administrative Committee in its
discretion may provide for an Optionee to have the right to
exercise his or her Option or Stock Purchase Right until fifteen
(15) days prior to such transaction as to all of the Optioned
Stock covered thereby, including Shares as to which the Option
or Stock Purchase Right would not otherwise be exercisable. In
addition, the Administrative Committee may provide that any
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Company repurchase option applicable to any Shares purchased
upon exercise of any Option or Stock Purchase Right shall lapse
as to all such Shares, provided the proposed dissolution or
liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.
(c) Merger or Asset Sale
In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option and Stock Purchase Right
shall be assumed or an equivalent option or right substituted by
the successor corporation or Parent or Subsidiary of the
successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option or
Stock Purchase Right, the Optionee shall fully vest in and have
the right to exercise the Option or Stock Purchase Right as to
all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable. If an Option or Stock
Purchase Right becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of
assets, the Administrative Committee shall notify the Optionee
in writing or electronically that the Option or Stock Purchase
Right shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the Option or Stock
Purchase Right shall terminate upon the expiration of such
period. For the purposes of this paragraph, the Option or Stock
Purchase Right shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right
to purchase or receive, for each Share of Optioned Stock subject
to the Option or Stock Purchase Right immediately prior to the
merger of sale of assets, the consideration (whether stock,
cash, or other securities or property) received in the merger or
sale of assets by holders of Ordinary Shares for each Share held
on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the
merger or sale of assets is not solely common stock of the
successor corporation or its Parent, the Administrative
Committee may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise
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of the Option or Stock Purchase Right, for each Share of
Optioned Stock subject to the Option or Stock Purchase right, to
be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration
received by holders of Ordinary Shares in the merger or sale of
assets.
(d) General Adjustment Rules
If any adjustment or substitution provided for in this Section
12 shall result in the creation of a fractional Share under any
Option, the Company shall, in lieu of issuing such fractional
Share, pay to the Optionee a cash sum in the amount equal to the
product of such fraction multiplied by the Fair Market Value of
a Share on the date the fractional Share otherwise would have
been issued.
(e) Determination by Incentive Plan Committee
Adjustments under this Section 12 shall be made by the
Administrative Committee whose determinations with regard
thereto shall be final and binding upon all parties.
13. Time of Granting Options and Stock Purchase Rights
The date of grant of an Option or Stock Purchase Right shall, for all
purposes, be the date on which the Administrative Committee makes the
determination granting such Option or Stock Purchase Right, or such
other date as is determined by the Administrative Committee. Notice of
the determination shall be given to each Service Provider to whom an
Option or Stock Purchase Right is so granted within a reasonable time
after the date of such grant.
14. Amendment and Termination of the Plan
(a) Amendment and Termination
The Board may at any time amend, alter, suspend or terminate the
Plan.
(b) Shareholder Approval
The Board shall obtain shareholder approval of any Plan
amendment to the extent necessary and desirable to comply with
Applicable Laws.
(c) Effect of Amendment or Termination
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No amendment, alternation, suspension or termination of the Plan
shall impair the rights of any Optionee, unless mutually agreed
otherwise in meeting between the Optionee and the Administrative
Committee. Termination of the Plan shall not affect the
Administrative Committee's ability to exercise the powers
granted to it hereunder with respect to Options granted under
the Plan prior to the date of such termination.
15. Conditions Upon Issuance of Shares
(a) Legal Compliance
Shares shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and delivery
of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with
respect to such compliance.
(b) The payment of cash pursuant to the Plan shall be subject to all
Applicable laws, rules and regulations.
(c) Investment Representations
As a condition to the exercise of an Option, the Administrative
Committee may require the person exercising such Option to
represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares.
16. Inability to Obtain Authority
The inability of the Company to obtain authority from any regulatory
body having jurisdiction shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
17. General Reservations
(a) The Company may require any person to whom an Option is granted,
as a condition of exercising such Option or receiving Shares
pursuant to the Plan, to give written assurances, in the
substance and form satisfactory to the Company and its counsel,
to the effect that such person is acquiring the Shares subject
to the Option for his own account for investment and not with
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any present intention of selling or otherwise distributing the
same, and to such other effects as the Company deems necessary
or appropriate in order to comply with applicable securities
laws.
(b) The Administrative Committee may provide that Shares issuable
upon the exercise of an Option shall, under certain conditions,
be subject to restrictions whereby the Company has a right of
first refusal with respect to such shares, which restrictions
may survive an Optionee's term of employment with the Company.
18. Shareholder Approval
The Plan shall be subject to approval by the shareholders of the Company
within twelve (12) months after the date the Plan is adopted. Such
shareholder approval shall be obtained in the degree and manner required
under Applicable Laws.
19. Information to Optionees and Purchasers
The Company shall provide to each Optionee and to each individual who
acquires Shares pursuant to the Plan, not less frequently than annually
during the period such Optionee or purchaser has one or more Options or
Stock Purchase Rights outstanding, and, in the case of an individual who
acquires Shares pursuant to the plan, during the period such individual
owns such Shares, copies of annual financial statements. The Company
shall not be required to provide such statements to key employees whose
duties in connection with the Company assure their access to equivalent
information.
20. Withholding
The Company's obligations to deliver Shares upon the exercise of an
Option or Stock Purchase Right shall be subject to the Optionee's
satisfaction of all applicable federal, state and local income and other
tax withholding requirements of applicable jurisdiction.
At the time an Option is exercised by the Optionee, the Administrative
Committee in its sole discretion, may permit the Optionee to pay all
such amounts of tax withholding, or any part thereof, by transferring to
the Company, or directing the Company to withhold from Shares otherwise
issuable to such Optionee, Shares having a value equal Administrative
Committee at such time. The value of Shares to be withheld shall be
based on the Fair Market Value of the Administrative Committee on the
date that the amount of tax to be withheld is to be determined.
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21. Nonexclusivity of the Plan
Neither the adoption of the Plan by the Board nor the submission of the
Plan to stockholders of the Company for approval shall be construed as
creating any limitations on the power or authority of the Board to adopt
such other or additional incentive or other compensation arrangements of
whatever nature as the Board may deem necessary or desirable or preclude
or limit the continuation of any other plan, practice or arrangement for
the payment of compensation or fringe benefits to the payment of
compensation or fringe benefits to employees generally, or to any class
or group of employees, which the Company or any Parent or Subsidiary now
has lawfully put into effect, including, without limitation, any
retirement, pension, savings and stock purchase plan, insurance, death
and disability benefits and executive short-term incentive plans.
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