Exhibit 10.1
PANAMERICAN BEVERAGES, INC.
EQUITY INCENTIVE PLAN, as amended
and restated as of May 4, 2001
PANAMERICAN BEVERAGES, INC.
EQUITY INCENTIVE PLAN
Table of Contents
Page
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Section 1. Background and Purpose 1
Section 2. Definitions 1
(a) Affiliate 1
(b) Award 1
(c) Award Agreement 1
(d) Board 2
(e) Code 2
(f) Committee 2
(g) Common Stock 2
(h) Disability 2
(i) Early Retirement 2
(j) Employee 2
(k) Fair Market Value 2
(l) Incentive Stock Option 3
(m) Nonqualified Stock 3
(n) Option or Stock Option 3
(o) Participant 3
(p) Restricted Stock 3
(q) Restricted Stock Award 3
(r) Retirement 3
(s) Service 3
(t) Shares 3
(u) Termination of Service 3
Section 3. Administration 3
Section 4. Shares Subject to the Plan 4
Section 5. Eligibility 5
Section 6. Stock Options 5
Section 7. Restricted Stock 8
Section 8. Termination of Employment 8
Section 9. Change in Control 9
Section 10. Amendments to and Termination of the Plan 10
Section 11. General Provisions 10
Section 12. Effective Date of the Plan 13
PANAMERICAN BEVERAGES, INC.
EQUITY INCENTIVE PLAN
Section 1. Background and Purpose. Panamerican Beverages, Inc. (the
"Company") is organized under the laws of the Republic of Panama. The Company
is also a publicly-reporting company in the United States and its Class A
Common Stock, $0.01 par value per share, is listed on the New York Stock
Exchange (the "NYSE") and is registered and traded in accordance with the U.S.
federal securities laws and the rules and regulations promulgated by the
United States Securities and Exchange Commission (the "SEC"). At the time of
adoption of the Plan, the Company was a "foreign private issuer" as defined in
Rule 3b-4 of the United States Securities Exchange Acts of 1934, as amended
(the "Exchange Act").
The purpose of the Panamerican Beverages, Inc. Equity Incentive Plan
(the "Plan") is to (i) encourage participating Employees of the Company and
its Affiliates to acquire a proprietary and vested interest in the growth and
performance of the Company; (ii) to generate increased incentive to contribute
to the Company's future success, thus enhancing the value of the Company for
the benefit of its stockholders, and (iii) to enhance the ability of the
Company and its Affiliates to attract and retain talented, highly competent
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 Person that directly, or through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Company or (ii) any entity in which the Company has a
significant equity interest, as determined by the Committee.
(b) "Award" shall mean any Option or Restricted Stock Award relating
to Shares granted pursuant to the provision of the Plan.
(c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted by the Committee
hereunder and signed by both a representative of the Company designated by the
Committee and the Participant.
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(d) "Board" shall mean the Board of Directors of the Company
(e) "Code" shall mean the Internal Revenue Code of 1986 of the
United States of America, as amended from time to time.
(f) "Committee" shall mean the Compensation Committee of the Board
of Directors, consisting of at least two members of the Board of Directors all
of whom are considered "non-employee directors" as such term is defined in
Rule 16b-3(b)(3) promulgated under the Exchange Act.
(g) "Common Stock" shall mean the Class A Common Stock, $.01 par
value per share, of the Company.
(h) "Disability" shall mean a physical or mental condition that
prevents a Participant from performing his or her normal duties of employment.
If the Participant makes application for or is otherwise eligible for
disability benefits under a long-term disability program sponsored by the
Company or an Affiliate, and qualifies for such benefits, the Participant
shall be presumed to qualify as totally and permanently disabled for purposes
of the Plan. If the Participant is not covered by a Company-sponsored
long-term disability program, the Participant shall be presumed to be totally
and permanently disabled for purposes of the Plan if the Committee and the
Board of Directors of the Company so determines following its review of a
medical opinion by a physician acceptable to the Committee stating that the
Participant is unable to continue to perform his or her normal duties of
employment due to a physical or mental condition.
(i) "Early Retirement" shall mean a Participant's voluntary
Termination of Service after reaching age 55 and having at least ten (10)
years of Service (not necessarily continuous) as of the date of Termination of
Service.
(j) "Employee" shall mean any employee of the Company or of any
Affiliate.
(k) "Fair Market Value" with respect to the Common Stock shall mean
if the Common Stock is listed on the New York Stock Exchange, the closing
price of the Common Stock on the date on which such Fair Market Value is
determined as reported on the consolidated tape of New York Stock Exchange
issues or, if there shall be no trades on such date, on the nearest preceding
such date: (ii) if the Common Stock is not then listed for trading on the New
York Stock Exchange, the closing price on any major exchange, as determined by
the Committee, on which the Common Stock is listed for trading on the date on
which such Fair Market Value is determined or, if there shall be no trades on
such date, on the date nearest preceding such date: and (iii) if the Common
Stock is not listed for trading on a major exchange, such value as the
Committee, in its sole discretion, may determine.
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(l) "Incentive Stock Option" shall mean an Option granted under
Section 6 of this Plan that is intended to meet the requirements of Section
422 of the Code or any successor provision thereto.
(m) "Nonqualified Stock Option" shall mean an Option granted under
Section 6 of this Plan that is not intended to be an Incentive Stock Option.
(n) "Option" or "Stock Option" shall mean any right granted to a
Participant under the Plan allowing such Participant to purchase Shares at
such price or prices during such period or periods as the Committee shall
determine in accordance with the provisions of Section 6 of the Plan.
(o) "Participant" shall mean an Employee who is selected by the
Committee to receive an Award under the Plan.
(p) "Restricted Stock" shall mean any Share issued with the
restriction that the holder may not sell, transfer, pledge, or assign such
share and with such other restrictions as the Committee, in its sole
discretion, may impose (including, without limitation, any restriction on the
right to vote such shares and the right to receive any cash dividends), which
restrictions may lapse separately or in combination at such time or times, in
installments or otherwise, as the Committee may deem appropriate.
(q) "Restricted Stock Award" shall mean an Award of Restricted Stock
granted under Section 7 of this Plan.
(r) "Retirement" shall mean a Participant's voluntary Termination of
Service after reaching age 65 and having at least ten (10) years of Service
(not necessarily continuous) as of the date of Termination of Service.
(s) "Service" shall mean substantially full-time employment (whether
active or on an authorized leave of absence) with the Company or an Affiliate.
(t) "Shares" shall mean shares of Common Stock of the Company.
(u) "Termination of Service" shall mean a Participant's voluntary
Termination of Service after reaching age from the Company or an Affiliate for
any reason, whether voluntary or involuntary, including death, Disability or
Retirement.
Section 3. Administration. The Plan shall be administered by the
Committee, none of whose members shall be eligible to receive an Award under
the Plan. The Committee shall have full power and authority, subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may
from time to time be adopted by the Board, to: (i) select the Employee of the
Company and its Affiliates to whom Awards may from time to time be granted
hereunder;
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(ii) determine the type or types of Awards to be granted to each
Participant hereunder; (iii) determine the number of Shares to be covered by
each Award granted hereunder; (iv) determine the terms and conditions, not
inconsistent with the provisions of the Plan, of any Award granted hereunder;
(v) determine the Fair Market Value of the Common Stock for purpose of the
Plan; (vi) determine whether, to what extent and under what circumstances
Awards may be canceled or surrendered; (vii) interpret and administer the Plan
and any instrument or agreement entered into under the Plan, (viii) establish
such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan, (ix) determine whether
an employer of a proposed Participant is an "Affiliate" as defined in the
Plan; (x) establish vesting restrictions pursuant to Section 6(c) of the Plan;
(xi) determine whether a Participant is Disabled; (xii) appoint officers of
the Company to enter into, execute and deliver on behalf of the Company one or
more Award Agreements contemplated by the Plan; and (xiii) make any other
determination and take any action that the Committee deems necessary or
desirable for administration of the Plan.
A majority of the members of the Committee may determine its actions
and fix the time and place of its meetings. The interpretation and
construction by the Committee of any provision of the Plan and of any Award
granted hereunder shall be final and binding on all parties including the
Company, any Participant, any stockholder of the Company, and any Employee. No
member of the Committee shall be liable for any action or determination made
in good faith with the respect to the Plan or any Award.
Section 4. Shares Subject to the Plan.
(a) Total Number. Subject to adjustment as provided for in this
Section 4, the total number of Shares available for grant under the Plan shall
be 14,200,000 Shares. Any Shares as issued hereunder may consist, in whole or
in part, of authorized and unissued shares or treasury shares. No Individual
shall receive in any calendar year a grant or grants of options for an amount
of Shares in excess of 200,000.
(b) Reduction of Available Shares.
(i) The grant of an Option or Restricted Stock Award will
reduce the Shares available for grant by the number of Shares
subject to such Award.
(ii) Any Shares issued by the Company through the
assumption or substitution of outstanding grants from an
acquired company shall not reduce the number of Shares
available for grant under the Plan.
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(c) Increase of Available Shares.
(i) The lapse, cancellation, or other termination of an
Option that has not been fully exercised shall increase the
Shares available for grant under the Plan by the number of
Shares that have not been issued upon exercise of such Option.
(ii) Any Restricted Shares forfeited by a Participant shall
increase the Share as available for grant by the number of
shares so forfeited.
(d) Other Adjustments. The total number of Shares available for
Awards under the Plan or which may be allocated to any one Participant, the
number of Shares subject to outstanding Options, the exercise price for such
Options, and the number of outstanding Shares of Restricted Stock shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from the payment of a Common Stock dividend, a reverse stock
split or any other event that results in an increase or decrease in the number
of issued Shares effected without receipt of consideration by the Company. For
purposes of this Section, conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Adjustments shall be made by the Committee, 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 of Shares subject to an Award. In the event of a merger or
consolidation of the Company or tender offer for Shares, the Committee may
make such adjustments with respect to Awards under the Plan and take such
other action as it deems necessary or appropriate to reflect or to anticipate
such merger, consolidation, or tender offer including, without limitation, the
substitution of new Awards, the termination or adjustment of outstanding
Awards, the acceleration of Awards, or the removal of restrictions on
outstanding Awards.
Section 5. Eligibility. Any Employee, excluding any member of the
Committee, shall be eligible to be selected as Participant.
Section 6. Stock Options. Options may be granted hereunder to
Participants either alone or in addition to other Awards granted under the
Plan. Any Option granted under the Plan shall be evidenced by an Award
Agreement in such form as the Committee may from time to time approve. Any
such Option shall be subject to the following terms and conditions and to such
additional terms and conditions, not inconsistent with provisions of the Plan,
as the Committee shall deem desirable:
(a) Exercise Price. The purchase price per Share purchasable under
an Option shall be not less than 100% of the Fair Market Value of the share
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on the date of grant of the Option, except that Options granted within six
months of the date of the Company's initial public offering may, at the
discretion of the Committee, be purchased at the closing price of the Shares
as of the initial trading day of such Shares.
(b) Lapse of Options. An Option shall lapse on the earliest of the
following events except as provided for the Section 8 of this Plan:
(i) The tenth anniversary of the date of grant of the
Option;
(ii) The third anniversary of the Participant's death,
Disability, Early Retirement or Retirement;
(iii) Ninety (90) days following a participant's
Termination of Service for any reason other than death,
Disability, Early Retirement or Retirement;
(iv) On the date provided for in Section 9 for a
transaction described in that Section;
(v) On the date a participant files or has filed against
him or her a petition of bankruptcy;
(vi) The expiration date specified in the Participant's
Award Agreement.
(c) Vesting Restrictions. A Participant may not exercise his or her
Option for any Shares until the Option in regard to such Shares has vested.
Vesting restrictions applicable to each Option shall be established by the
Committee in its sole discretion and set forth in the applicable Award
Agreement. Notwithstanding such vesting restrictions, a Participant's Option
shall become fully vested upon his or her termination of employment due to
death, Retirement or Disability or upon the occurrence of a Change in Control
as provided in Section 9 of this Plan. In the case of Early Retirement,
Options for any Shares will continue vesting pursuant to the terms of the
applicable Award Agreement until they lapse, pursuant to Section 6 (b) above.
(d) Method of Exercise. All or a portion of an Option shall be
deemed exercised upon delivery to the Company of all of the following:
(i) A written notice of exercise specifying the number of
Shares to be purchased signed by the Participant or other
person then entitled to exercise the Option;
(ii) Full payment of such Shares either in United States
currency or other currency as may be provided for by the
Committee and referenced in the Participant's Award Agreement;
by certified or cashier's check made payable to the order of
the Company; by whole shares of the Company's Common Stock
surrendered to the Company (with any such shares valued at
their Fair Market Value on the exercise date); or by
authorizing the Company to withhold whole Shares then issuable
upon exercise of the
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Option (again, with any such Shares valued at their Fair Market Value
on the exercise date), or any combination thereof;
(iii) Such representations and documents as the Committee,
in its sole discretion, deems necessary or advisable to effect
compliance with all applicable provisions of the Exchange Act
and any other applicable securities laws or regulations;
(iv) In the event that the Option shall be exercised by
any person or persons other than the Participant, appropriate
proof of the right of such person or persons to exercise the
Option;
(v) Such representations, documents and payments as the
Committee, in its sole discretion, deems necessary or advisable to
provide for tax withholding.
(e) Rights as a Shareholder. The holder of an Option granted under
the Plan shall have no rights as shareholder of the Company with respect to
any Shares for which his or her Option is exercisable until the date of the
issuance of a stock certificate for such Shares. No adjustment shall be made
for dividend, ordinary or extraordinary or whether in currency or securities,
or other property, distributions, or other rights for which the record date is
prior to the date such stock certificate is issued.
(f) Other Provisions. In its sole discretion, the Committee may
provide, at the time of grant, that the Shares to be issued upon the exercise
of an Option be in the form of Restricted Stock or other similar securities.
(g) Incentive Stock Options:
(i) 10% Limit. Any Employee who owns Shares possessing more
than 10% of the total combined voting power of all classes of
outstanding stock of the Company shall be ineligible to receive an
Incentive Stock Option unless (A) the exercise price of the Shares
subject to such Option is at least 110% of the Fair Market Value of
such Shares on the date the Option is granted, and (B) such Option
by its terms is not exercisable after the expiration of five years
from the date of grant. For purposes of this Paragraph, an Employee
shall be considered as owning the stock owned, either directly or
indirectly, by or for his or her brothers and sisters, spouse,
ancestors and lineal descendants. Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust
shall be considered as being owned proportionately by or for its
shareholders, partners or beneficiaries, respectively. Stock with
respect to which such Employee or any other person holds an option
shall be disregarded.
(ii) $100,000 Limit. The aggregate Fair Market Value
(determined as of the time of grant) of the Shares with respect to
which Incentive Stock Options held by any Participant become
exercisable for the time by such Participant during any calendar
year under the Plan shall not exceed $100,000 or, if different, the
maximum limitation in effect under
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Section 422 of the Code, or any successor provision, and any
regulations promulgated thereunder.
(iii) Conformance With the Code. The terms of any Incentive
Stock Option granted hereunder shall comply in all respects with the
provisions of Section 422 of the Code, or any successor provision,
and any regulation promulgated thereunder.
Section 7. Restricted Stock.
(a) Issuance. Restricted Stock Awards may be issued hereunder to
Participants, for no cash consideration or for such nominal consideration as
may be required by applicable law, either alone or in addition to other Awards
granted under the Plan. The provisions of Restricted Stock Awards need not be
the same with respect to each recipient. Any Restricted Stock Award granted
under the Plan shall be evidenced by an Award Agreement in such form as the
Committee may from time to time approve.
(b) Registration. Any Restricted Stock issue hereunder may be
evidenced in such manner as the Committee in its sole discretion shall 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 to Shares of Restricted Stock awarded 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 Award. Promptly after the lapse of such
restrictions with respect to any Shares of Restricted Stock, the lapse of such
restrictions shall be evidenced in such manner as the Committee shall deem
appropriate.
Section 8. Termination of Employment. The following provisions shall
apply to any Award unless the Award Agreement evidencing such Award provides
for the expiration of such Award at an earlier date:
(a) Nonqualified Stock Options. If the Participant's employment with
the Company or its Affiliates is terminated for any reason, the Participant's
right to exercise any Nonqualified Stock Option shall terminate, and such
Option shall expire, as provided for in Section 6(b) of this Plan. The
Participant shall have the right to exercise his or her Option prior to such
expiration to the extent the Option was exercisable on the date of the
Participant's termination of employment, or became exercisable due to death ,
Disability, Early Retirement or Retirement as provided in Section 6(c) of this
Plan, but only to the extent such Option shall not have been previously
exercised.
(b) Incentive Stock Option. If the Participant's employment with
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the Company is terminated for any reason, the Participant shall have
the right to exercise any Incentive Stock Option during the 90 days
after his or her termination of employment to the extent such Option
was exercisable on the date of the participant's termination, or
became exercisable due to death, Disability, Early Retirement or
Retirement as provided in Section 6(c) of this Plan, but only to the
extent such Option shall not have been previously exercised, and in
no event may such Option be exercised, after the date the Option
would have expired but for the termination of employment. If the
Participant does not exercise such Option to the full extent
permitted by the preceding sentence, the remaining exercisable
portion of such Option automatically will be deemed a Nonqualified
Stock Option, and such Option will be exercisable during the period
set forth in Section 8(a) above if such period would extend beyond
90 days after such termination of employment; provided that in the
event that employment is terminated because of death or the
Participant dies in such 90-day period, the Option will continue to
be an Incentive Stock Option to the extent provided by Section 421
or Section 422 of the Code, or any successor provision, and any
regulations promulgated thereunder.
(c) Restricted Stock. Except as otherwise determined by the
Committee at the time of grant, upon termination of employment for
any reason during the restriction period, all shares of Restricted
Stock still subject to restriction shall be forfeited by the
Participant and reacquired by the Company at the price (if any) paid
by the Participant for such Restricted Stock; provided that in the
event of a Participant's termination of employment due to death or
Disability, all remaining restrictions with respect to such
Participant's shares of Restricted Stock shall lapse; and provided
that in the event of a Participant's Early Retirement or Retirement
or in cases of special circumstances, the Committee may, in its sole
discretion, waive in whole or in part any or all remaining
restrictions with respect to such Participant's shares of Restricted
Stock
Section 9. Change in Control.
(a) Immediate Vesting. Notwithstanding any other provision of the
Plan to the contrary, upon a Change in Control, as defined below, all
outstanding Awards shall vest, become immediately exercisable or have all
restrictions lifted as may apply to the type of Award.
(c) Change in Control. A "Change in Control" shall be deemed to have
occurred if: (i) any "person" as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than under any employee benefit plan of the
Company, and excluding stockholders of the Company who are stockholders of the
Company as of the date of adoption of the Plan), becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding securities; (ii)
during any period of two consecutive years (not including any period prior to
adoption of the Plan) individuals who at the beginning of such period
constitute the Board of Directors,
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and any new director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction described
in clause (i), (iii) or (iv) of this Section 9(b)) whose election by the
Company's stockholders was recommended by the Board of Directors with a vote
of at least three-quarters of the directors still in office who either were
directors at the beginning of the two-year period or whose election or
nomination for election was previously so recommended, cease for any reason to
constitute at least a majority of the Board of Directors; (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting shares of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation;
or (iv) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets.
(d) No Restriction on Company Right. The grant of an Award shall not
affect or restrict in any way the right or power of the Company to make
adjustments, reclassification, reorganizations or changes of its capital or
business structure, or to merge or consolidate, or to dissolve, liquidate,
sell or transfer all or any part of its business or assets.
Section 10. Amendments to and Termination of the Plan. The Committee may
amend, alter or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made that would impair the rights of a Participant
under a previously granted Award, without the Participant's consent, or that
without the approval of shareholders would, except as is provided for in
Section 4(b) of the Plan, increase the total number of Shares reserved for the
purpose of the Plan.
The Committee may amend the terms of any previously granted Award,
prospectively or retroactively, but no such amendment shall impair the right
of any Participant without his or her consent. The Committee may also
substitute new Awards for previously granted Awards, including without
limitation previously granted Options having higher exercise prices.
Section 11. General Provisions.
(a) No Assignment. No Award shall be assignable, conveyable,
exchangeable or transferable by a Participant otherwise than by will or by the
laws of descent and distribution; provided that, if so determined by the
Committee, a Participant may, in the manner established by the Committee,
designate a beneficiary to exercise the rights of a Participant with respect
to any Award upon the death of the participant. Each Award shall be
exercisable, during
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the Participant's lifetime, only by the Participant or, if permissible under
applicable law, by the Participant's guardian or legal representative.
(b) No Claims. Neither the Plan nor any Award granted pursuant to
the Plan shall be construed to give any person the right to remain in the
employ of the Company or an Affiliate, or to affect the right of the Company
or an Affiliate to terminate such person's Service at any time, with or
without a cause. The grant of an Award does not entitle the Participant to, or
disqualify the Participant from, participation in any other benefit plan
maintained by the Company or any Affiliate except as may be mutually agreed
upon in writing by the Participant and the Company.
(c) Execution of Agreement. The prospective recipient of any Award
under the Plan shall not, with respect to such Award, be deemed to have become
Participant, or to have any rights with respect to such Award, until and
unless such recipient and the Company shall have executed an agreement or
other instrument evidencing the Award and the recipient shall have delivered a
fully executed copy thereof to the Company and otherwise complied with the
then applicable terms and conditions.
(d) Unusual Events. The Committee shall be authorized to make
adjustments in the terms and conditions of Awards in recognition of unusual or
nonrecurring events affecting the Company. 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 it into
effect. In the event the Company shall assume outstanding employee benefit
awards or the right or obligation to make future awards in connection with the
acquisition of another corporation or business entity, the Committee may, in
its discretion, make such adjustments in the terms of Awards under the Plan as
it shall deem appropriate.
(e) Compliance Requirements. All certificates for Shares delivered
under the Plan pursuant to any Award shall be subject to such stock transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission of the United States of America, any regulatory body in another
jurisdiction or country with similar powers, any stock exchange upon which the
Shares are then listed, and any applicable securities law, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions. The Company shall not be required
to issue or deliver any Shares under the Plan prior to the completion of any
registration or qualification of such Shares under any federal or local law,
or under any ruling or regulation of any governmental body or national
securities exchange that the Committee in its sole discretion shall deem to be
necessary or appropriate.
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(e) No Other Consideration. Except as otherwise required in any
applicable Award Agreement or by the terms of the Plan, recipients of Award
under the Plan shall not be required to make any payment or provide
consideration other than the rendering of services.
(f) Withholding Taxes. In the event the Company or an Affiliate
determines that it is required to withhold taxes in connection with the grant
or exercise of an Option, the grant of Restricted Stock or the lapse of
restrictions on such Restricted Stock, the disposition of Shares acquired
pursuant to the Plan, or otherwise, the Participant or any person succeeding
to the rights of the Participant, as a condition to such grant, exercise,
lapse of restrictions or disposition, may be required to make arrangements
satisfactory to the Committee to satisfy such withholding requirement.
(g) Application of Funds. Any proceeds received by the Company from
the sale of Shares pursuant to the exercise of an Option or the sale of
Restricted Shares shall be used for general corporate purposes.
(h) Disavowal of Representation or of Implied Rights. In adopting
and maintaining the Plan and granting Award hereunder, neither the Company nor
any Affiliate makes any representations or undertakings with respect to the
initial qualification or treatment of Awards under any tax or securities laws.
The Company and each Affiliate expressly disavows the creation of any rights
in Employees, Participants or beneficiaries of any obligations on the part of
the Company, any Affiliate or the Committee, except as expressly provided for
in the Plan.
(i) Inspection of Records. Copies of the Plan, records reflecting
each Participant's Award(s), and any other documents and records which a
Participant is entitled by law to inspect shall be open to inspection by the
Participant and his or her duly authorized representative at any reasonable
business hour.
(k) Information to Participants. Each Participant shall be provided
with such information regarding the Company as the Committee from time to time
deems necessary or appropriate; provided that each Participant shall at all
times be provided with such information as is required to be provided from
time to time pursuant to applicable regulatory requirements, including, but
not limited to, any applicable requirements of the Securities and Exchange
Commission of the United States and other securities agencies.
(l) Approval of Shareholders. The Plan shall be subject to approval
by the affirmative vote of the holders of a majority of all classes of
outstanding shares present and entitled to vote at the first meeting of
shareholders of the Company following the adoption of the Plan, and in no
event later than one year following the effective date. Prior to such
approval, Awards may be granted
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but shall be forfeited in the event the Plan is not approved by a majority of
the Company's shareholders.
(m) Governing Law. The validity, construction and effect of the Plan
and any rules, regulations and agreements relating to the Plan shall be
determined in accordance with the laws of the Republic of Panama.
(n) Conformity With Law. If any provision of this Plan is or becomes
or is deemed invalid, illegal or unenforceable in any jurisdiction or would
disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended in such
jurisdiction to conform to applicable laws or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan, it shall be stricken and the remainder of the
plan shall remain in full force and effect.
Section 12. Effective Date of the Plan. The Plan shall be effective
as of November 18,1993 (the "Effective Date"), subject to approval by the
Company's stockholders within one year thereafter as provided for in Section
11(l) of this Plan.
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