Zemex Canada Corp Sample Contracts

Zemex Canada Corp – STOCK INCENTIVE PLAN (December 4th, 1998)

ZEMEX CORPORATION STOCK INCENTIVE PLAN 1. PURPOSE. The purpose of this plan ("Plan") is to promote the interests of ZEMEX CORPORATION (the "Corporation") by affording its key employees and members of the Board of Directors of the Corporation ("Board") who are not employees of the Corporation or one of its subsidiaries (each such person a "Non-Employee Director") an incentive, by means of an opportunity to acquire Capital Stock, par value $1.00 per share, of the Corporation ("Common Stock") and to share in the increase in the value of the Common Stock, to remain associated with the Corporation and to exert their maximum efforts in its behalf. 2. ADMINISTRATION. The Plan shall be administered by the Executive Compensation/Stock Option/Pension Committee ("Committee") of the Board. In addition to its duties with respect to the Plan stated elsewhere in the Plan, the Committee shall have full authority