Beneficial
Owners
|
Amount
and Nature
|
Percent
|
|
Name
and Address
|
of
Beneficial Ownership
|
of
Class
|
|
Community
Trust and Investment Company
|
1,468,821
(1)
|
9.8%
|
|
As
Fiduciary
|
|||
100
East Vine St., Suite 400
|
|||
Lexington,
Kentucky 40507
|
Amount
and
|
||||||||
Positions
|
Nature
of
|
|||||||
And
|
Director
|
Principal
|
Beneficial
|
Percent
|
||||
Name
and Age
(1)
|
Offices*
|
Since
|
Occupation
(2)
|
Ownership
|
(3)
|
of
Class
|
||
Charles
J. Baird; 56
|
Director
|
1987
|
Shareholder,
Baird and Baird, P.S.C.
|
304,401
|
(5)
|
2.0%
|
||
Nick
A. Cooley; 72
|
Director
|
1980
|
President,
Unit Coal Corporation
|
59,644
|
(4)
|
|||
William
A. Graham, Jr.; 69
|
Director
|
1990
|
Chairman
of the Advisory Board, Flemingsburg Market, Community Trust Bank,
Inc.
|
101,296
|
(4)
|
|||
Jean
R. Hale; 59
|
Chairman,
President and CEO
|
1993
|
Chairman,
President and CEO, Community Trust Bancorp, Inc.
|
198,230
|
(6)
|
1.3%
|
||
James
E. McGhee, II; 48
|
Director
|
2005
|
Vice
President, Dyno East Kentucky
|
3,542
|
(4)
|
|||
M.
Lynn Parrish; 56
|
Director
|
1993
|
Chairman,
Knott Floyd Land Co., Inc.
|
103,451
|
(7)
|
(4)
|
||
Paul
E. Patton; 68
|
Director
|
2004
|
Former
Governor of Kentucky
|
7,173
|
(8)
|
(4)
|
||
Dr.
James R. Ramsey; 57
|
Director
|
2003
|
President,
University of Louisville
|
770
|
(4)
|
|||
All
directors and executive officers as a group
|
922,507
|
(9)
|
6.1%
|
|||||
(17
in number including the above named individuals)
|
(1) |
The
ages listed are as of February 28,
2006.
|
(2) |
Each
of the nominees has been engaged in the principal occupation specified
above for five years or more, except Jean R. Hale, Dr. James R. Ramsey,
and Governor Paul E. Patton. Ms. Hale was promoted from President
and CEO
of Community Trust Bancorp, Inc. to Vice Chairman of the Board in
April
2001 and to Chairman of the Board on December 31, 2004. Dr. Ramsey
has
been President of the University of Louisville since November 2002.
From
August 1999 until November 2002, Dr. Ramsey served as Senior Executive
of
the University of Louisville, and from August 1999 through November
2002,
Dr. Ramsey served in various positions with the Commonwealth of Kentucky,
including State Budget Director, Senior Policy Advisor, and Interim
Commissioner of the Office of New Economy. Governor Patton was elected
as
Kentucky's 59
th
governor in 1995. After serving eight years as Governor, he is now
retired
from public office and volunteers his time as a fund-raiser at Pikeville
College.
|
(3) |
Under
the rules of the Securities and Exchange Commission, a person is
deemed to
beneficially own a security if the person has or shares the power
to vote
or direct the voting of such security, or the power to dispose or
to
direct the disposition of such security. A person is also deemed
to
beneficially own any shares which that person has the right to acquire
beneficial ownership within sixty days. Shares of Common Stock subject
to
options exercisable within sixty days are deemed outstanding for
computing
the percentage of class of the person holding such options but are
not
deemed outstanding for computing the percentage of class for any
other
person. Unless otherwise indicated, the named persons have sole voting
and
investment power with respect to shares held by
them.
|
(4) |
Less
than 1 percent.
|
(5) |
Includes
17,196 shares held as trustee under various trust agreements established
by Mr. Baird’s mother, Florane J. Baird, for her grandchildren and 222,205
shares held as trustee of the Bryan M. Johnson Testamentary Trust
FBO
Rosemary Dean.
|
(6) |
Includes
76,580 shares which Ms. Hale may acquire pursuant to options exercisable
within sixty days of the Record Date and 48,198 shares held in the
KSOP
(the Corporation's combination of Employee Stock Ownership and 401K
Plans)
which Ms. Hale has the power to
vote.
|
(7) |
Includes
103,451 shares beneficially owned by Mr. Parrish held in MLP Limited
Partnership over which Mr. Parrish has sole voting and investment
power.
|
(8) |
Excludes
9,961 shares held by Governor Patton's wife, over which Governor
Patton
has no voting or investment power.
|
(9) |
Includes
163,961 shares which may be acquired by all directors and executive
officers as a group pursuant to options exercisable within sixty
days of
the Record Date.
|
Name
|
Position
|
Amount
and Nature of Beneficial Ownership
|
Percent
of
Class
|
||
James
B. Draughn
|
Executive
Vice President
|
12,598
|
(2)
|
(1)
|
|
James
J. Gartner
|
Executive
Vice President
|
3,577
|
(3)
|
(1)
|
|
Mark
A. Gooch
|
Executive
Vice President and Secretary
|
74,669
|
(4)
|
(1)
|
|
Larry
W. Jones
|
Executive
Vice President
|
3,380
|
(5)
|
(1)
|
|
Tracy
E. Little
|
Executive
Vice President
|
2,249
|
(6)
|
(1)
|
|
Richard
W. Newsom
|
Executive
Vice President
|
16,212
|
(7)
|
(1)
|
|
Ricky
D. Sparkman
|
Executive
Vice President
|
6,294
|
(8)
|
(1)
|
|
Kevin
J. Stumbo
|
Executive
Vice President and Treasurer
|
6,756
|
(9)
|
(1)
|
|
Michael
S. Wasson
|
Executive
Vice President
|
18,265
|
(10)
|
(1)
|
(1) |
Less
than 1 percent.
|
(2) |
Includes
5,269 shares which Mr. Draughn may acquire pursuant to options exercisable
within sixty days of the Record Date and 7,329 shares held in KSOP
which
Mr. Draughn has the power to vote.
|
(3) |
Includes
2,819 shares which Mr. Gartner may acquire pursuant to options exercisable
within sixty days of the Record Date and 758 shares held in KSOP
which Mr.
Gartner has the power to vote.
|
(4) |
Includes
60,674 shares which Mr. Gooch may acquire pursuant to options exercisable
within sixty days of the Record Date and 13,557 shares held in KSOP
which
Mr. Gooch has the power to vote.
|
(5) |
Includes
2,493 shares which Mr. Jones may acquire pursuant to options exercisable
within sixty days of the Record Date and 524 shares held in KSOP
which Mr.
Jones has the power to vote.
|
(6) |
Includes
1,214 shares which Mr. Little may acquire pursuant to options exercisable
within sixty days of the Record Date and 725 shares held in KSOP
which Mr.
Little has the power to vote.
|
(7) |
Includes
5,066 shares which Mr. Newsom may acquire pursuant to options exercisable
within sixty days of the Record Date and 11,146 shares held in KSOP
which
Mr. Newsom has the power to vote.
|
(8) |
Includes
2,277 shares which Mr. Sparkman may acquire pursuant to options
exercisable within sixty days of the Record Date and 4,017 shares
held in
KSOP which Mr. Sparkman has the power to
vote.
|
(9) |
Includes
1,012 shares which Mr. Stumbo may acquire pursuant to options exercisable
within sixty days of the Record Date and 5,744 shares held in KSOP
which
Mr. Stumbo has the power to vote.
|
(10) |
Includes
6,557 shares which Mr. Wasson may acquire pursuant to options exercisable
within sixty days of the Record Date and 2,609 shares held in KSOP
which
Mr. Wasson has the power to vote.
|
Name
|
Date
of Execution
|
Jean
R. Hale
|
January
23, 1999
|
Mark
A. Gooch
|
January
1, 2000
|
Michael
S. Wasson
|
October
24, 2000
|
James
B. Draughn
|
July
24, 2001
|
Kevin
J. Stumbo
|
April
23, 2002
|
Richard
W. Newsom
|
April
23, 2002
|
Ricky
D. Sparkman
|
April
23, 2002
|
James
J. Gartner
|
January
28, 2003
|
Larry
W. Jones
|
January
28, 2003
|
Tracy
E. Little
|
March
6, 2004
|
Annual
Compensation
|
Long-Term
Compensation
|
||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
(1)
($)
|
Options
(2)
(#)
|
All
Other
Compensation
(3)
($)
|
Jean
R. Hale (4)
|
2005
|
321,193
|
32,000
|
9,552
|
20,150
|
Chairman,
President and
|
2004
|
296,104
|
29,500
|
8,250
|
17,566
|
Chief
Executive Officer
|
2003
|
275,000
|
0
|
12,390
|
17,341
|
Mark
A. Gooch
|
2005
|
244,219
|
24,500
|
7,284
|
17,638
|
Executive
Vice President
|
2004
|
224,480
|
22,500
|
5,500
|
15,454
|
and
Treasurer
|
2003
|
209,218
|
0
|
9,293
|
15,134
|
Michael
S. Wasson
|
2005
|
168,498
|
16,800
|
5,212
|
14,342
|
Executive
Vice President
|
2004
|
161,337
|
16,110
|
2,750
|
9,903
|
2003
|
153,917
|
0
|
7,005
|
9,950
|
|
Tracy
E. Little (5)
|
2005
|
161,198
|
15,600
|
4,856
|
11,938
|
Executive
Vice President
|
2004
|
153,046
|
15,000
|
19,250
|
20,378
|
2003
|
61,917
|
0
|
0
|
18,136
|
|
Larry
W. Jones (6)
|
2005
|
151,802
|
15,010
|
4,664
|
13,116
|
Executive
Vice President
|
2004
|
145,845
|
14,430
|
2,750
|
11,498
|
2003
|
145,668
|
20,000
|
1,770
|
3,015
|
(1) |
With
the exclusion of the one-time signing bonus paid to Mr. Jones in
2003, all
bonuses were paid under the Senior Management Incentive Compensation
Plan,
which is open to all executive officers, market presidents, and
consolidated division heads and certain senior vice presidents of
consolidated functions who are selected for participation by the
Compensation Committee. Individuals below senior vice president level
may
be recommended and approved by the Compensation Committee for special
awards of options for extraordinary performance. Bonuses for executive
officers are earned based on the Corporation reaching certain earnings
per
share and return on assets goals. (See Report of the Compensation
Committee.)
|
(2) |
The
options were granted under the 1998 Stock Option Plan (the "Option
Plan").
The Option Plan permits the grant of options to employees of the
Corporation and its subsidiaries whose efforts contribute, or may
be
expected to contribute materially, to the successful performance
of the
Corporation.
|
(3) |
Amounts
in this column include contributions made by the Corporation under
the
KSOP Plan and relocation expenses. For 2005, all amounts listed are
KSOP
Plan contributions. For 2004 and 2003, all amounts are KSOP Plan
contributions, except the amounts shown for Mr. Little which consist
partially of relocation expenses in 2004 and solely of relocation
expenses
in 2003. Participation in the KSOP Plan is available to any employee
of
the Corporation or its subsidiaries who has been employed for one
year,
completed 1,000 hours of service, and attained the age of 21
("Participant"). Through December 31, 2005, Participants could contribute
1% to 15% of their annual salary to the 401K portion of the Plan
and the
Corporation would contribute 50% of the Participant’s first 8% of
contributions. The Corporation also contributes a base percentage
of each
Participant's salary as determined annually by the Board of Directors
to
the ESOP portion of the Plan. For 2005, 2004, and 2003, the Corporation
made a base contribution of 4% of each Participant’s annual salary to the
ESOP portion of the Plan.
|
(4) |
On
April 24, 2001, Ms. Hale became Vice Chairman of the Board of Directors
of
the Corporation, and upon the retirement of Burlin Coleman on December
31,
2004, she became Chairman of the Board.
|
(5) |
Mr.
Little began employment with the Corporation on August 4, 2003. Prior
to
joining the Corporation, Mr. Little served for three years in Sarasota,
Florida as Vice President of Fisher Investments, Inc., a $10 billion
private investment firm headquartered in Woodside, California. For
the two
years prior, he served as Senior Vice President and Executive Officer
in
charge of the private client group of Provident Bank of Florida.
Mr.
Little has thirty-seven years in the trust and banking business and
has
been the executive in charge of five different trust departments
and trust
companies.
|
(6) |
Mr.
Jones was employed by AmSouth Bancorp, a $35 billion financial services
corporation, as District/City President for three years prior to
joining
the Corporation in 2002. Mr. Jones was employed by First American
National
Bank as Division Manager for north Mississippi for one year prior
to its
merger with AmSouth in 1999. For the thirty years prior, Mr. Jones
was
employed by Deposit Guaranty National Bank, formerly Security State
Bank,
prior to its merger with First American National Bank most recently
as
President/Community Bank.
|
Individual
Grants
|
Potential
Realizable Value at Assumed Annual Rates of Stock Price Appreciation
for
Option Term (2)
|
|||||
Number
of
|
Percent
of Total
|
|||||
Securities
|
Options/SARs
|
Exercise
|
||||
Underlying
|
Granted
to
|
or
Base
|
||||
Options/SARs
|
Employees
|
Price
|
Expiration
|
|||
Name
|
Granted
(1) (#)
|
in
Fiscal Year
|
($/SH)
|
Date
|
5%
($)
|
10%
($)
|
Jean
R. Hale
|
9,552
|
8.84%
|
30.88
|
01/28/2015
|
185,533
|
470,175
|
Mark
A. Gooch
|
7,284
|
6.74%
|
30.88
|
01/28/2015
|
141,481
|
358,538
|
Michael
S. Wasson
|
5,212
|
4.83%
|
30.88
|
01/28/2015
|
101,235
|
256,549
|
Tracy
E. Little
|
4,856
|
4.50%
|
30.88
|
01/28/2015
|
94,321
|
239,026
|
Larry
W. Jones
|
4,664
|
4.32%
|
30.88
|
01/28/2015
|
90,591
|
229,575
|
(1) |
Options
granted as senior management incentive options in the 1998 Option
Plan
become exercisable in equal 25% installments beginning one year after
the
date of the grant and become fully exercisable upon a change in control
of
the Corporation. Options granted as management retention options
in the
1998 Option Plan become exercisable after five years and become fully
exercisable upon a change in control of the Corporation. Options
expire if
not exercised ten years after the date of the
grant.
|
(2) |
These
amounts, based on assumed appreciation rates of 5% and 10%, rates
prescribed by the Securities and Exchange Commission rules, are not
intended to forecast possible future appreciation, if any, of the
common
stock price. Moreover, these values do not take into consideration
the
provisions of the options providing for nontransferability, vesting
over a
period of years or termination of the options following termination
of
employment. The amounts shown are pre-tax and assume the options
will be
held throughout the entire ten-year term. Actual gains, if any, are
dependent upon the future performance of the common stock, as well
as the
continued employment of the option holder through the vesting
periods.
|
Shares
Acquired on Exercise (#)
|
Value
Realized ($)
|
Number
of Securities Underlying Unexercised Options/SARs at Fiscal Year-End
(#)
|
Value
of Unexercised In-the-Money Options/SARs at Fiscal Year-End ($)
(1)
|
|||
Name
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
||
Jean
R. Hale
|
35,431
|
818,314
|
57,785
|
50,617
|
890,699
|
529,109
|
Mark
A. Gooch
|
20,000
|
379,780
|
43,219
|
40,724
|
678,418
|
457,289
|
Michael
S. Wasson
|
26,620
|
622,908
|
3,502
|
18,120
|
34,204
|
137,616
|
Tracy
E. Little
|
0
|
0
|
0
|
24,106
|
0
|
44,894
|
Larry
W. Jones
|
0
|
0
|
885
|
34,919
|
8,644
|
305,035
|
Fiscal
Year Ending December 31 ($)
|
||||||
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
Community
Trust Bancorp, Inc.
|
100.00
|
165.26
|
198.41
|
269.35
|
325.95
|
319.60
|
NASDAQ
Stock Market (U.S.)
|
100.00
|
79.32
|
54.84
|
81.99
|
89.22
|
91.12
|
NASDAQ
Bank Stocks
|
100.00
|
108.27
|
110.84
|
142.58
|
163.17
|
159.40
|
· |
Net
income;
|
· |
Growth
in net income;
|
· |
Earnings
per share;
|
· |
Growth
of earnings per share;
|
· |
Return
on equity;
|
· |
Return
on capital;
|
· |
Production
of loans, deposits and fee income;
|
· |
Growth
in loans, deposits and fee income;
and
|
· |
Loan
portfolio performance
|
2004
|
2005
|
||||
Audit
fees
|
$
|
508,807
|
$
|
420,150
|
|
Audit
related fees
|
25,250
|
26,600
|
|||
Subtotal
|
534,057
|
446,750
|
|||
Tax
fees
|
25,900
|
21,800
|
|||
Total
|
$
|
559,957
|
$
|
468,550
|
(a) |
"Award"
shall mean, individually or collectively, a grant under the Plan
of
Options, Restricted Stock, Performance Units or Stock Appreciation
Rights.
|
(b) |
"Beneficial
Ownership" or "Beneficially Owned" shall mean beneficial ownership
or
beneficially owned within the meaning of Rule 13d-3 promulgated under
the
Exchange Act.
|
(c) |
"Board"
shall mean the Board of Directors of the
Company.
|
(d) |
"Cause"
shall mean, unless otherwise defined in an agreement granting Options,
Restricted Stock, Performance Units or Stock Appreciation Rights
(1) a
Participant’s willful misconduct or dishonesty which is determined by the
Committee to be directly and materially harmful to the business or
reputation of the Company or its Subsidiaries; or (2) a Participant
being
convicted of a felony, or failing to contest a felony
prosecution.
|
(e) |
A
"Change in Control" shall mean any of the following
events:
|
(1) |
An
acquisition (other than directly from the Company) of any Voting
Securities by any Person immediately after which such Person has
Beneficial Ownership of 20% or more of the combined voting power
of the
Company's then outstanding Voting Securities; provided, however,
that in
determining whether a Change in Control has occurred, Voting Securities
which are acquired in a Non-Control Acquisition shall not constitute
an
acquisition which would cause a Change in
Control;
|
(2) |
The
individuals who, as of January 1, 2006, are members of the Board
("Incumbent Board") cease for any reason to constitute at least a
majority
of the Board; provided, however, that if any new director is approved
by a
vote of at least a majority of the Incumbent Board, such new director
shall, for all purposes of the Plan, be considered as a member of
the
Incumbent Board; provided further, however, that no individual shall
be
considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened election
contest (as described in Rule14a-1 promulgated under the Exchange
Act)
("Election Contest") or other actual or threatened solicitation of
proxies
or consents by or on behalf of a Person other than the Board ("Proxy
Contest") including by reason of any agreement intended to avoid
or settle
any Election Contest or Proxy Contest;
|
(3) |
Approval
by shareholders of the Company of:
|
(A) |
A
merger, consolidation or reorganization involving the Company, unless
such
transaction is a Non-Control Transaction;
|
(B) |
A
complete liquidation or dissolution of the Company;
or
|
(C) |
An
agreement for the sale or other disposition of all or substantially
all of
the assets of the Company to any Person (other than a transfer to
a
Subsidiary); or
|
(4) |
Any
other event that the Committee shall determine constitutes an effective
Change in Control of the Company.
|
(f) |
"Code"
shall mean the Internal Revenue Code of 1986, as amended from time
to
time, or any successor thereto.
|
(g) |
"Committee"
shall mean the committee described in Section
3.1.
|
(h) |
"Common
Stock" shall mean shares of the Company's common stock, par value
$5.00
per share.
|
(i) |
"Company"
shall mean Community Trust Bancorp, Inc., a Kentucky
corporation.
|
(j) |
"Disability"
shall mean a physical or mental infirmity which, in the judgment
of the
Committee, impairs the Participant's ability to perform substantially
his
or her duties for a period of 180 consecutive
days.
|
(k) |
"Effective
Date" shall mean March 9, 2006, the date the Plan was adopted by
the
Board, subject to approval of the Company's
shareholders.
|
(l) |
"Employee"
shall mean an individual who is a full-time employee of the Company
or a
Subsidiary.
|
(m) |
"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended from
time
to time.
|
(n) |
"Fair
Market Value" of a share of Common Stock shall mean, as of any applicable
date, the closing sale price of the Common Stock on the NASDAQ National
Market System or any national or regional stock exchange on which
the
Common Stock is then traded. If no such reported sale of the Common
Stock
shall have occurred on such date, Fair Market Value shall mean the
closing
sale price of the Common Stock on the next preceding date on which
there
was a reported sale. If the Common Stock is not listed on the NASDAQ
National Market System or a national or regional stock exchange,
the Fair
Market Value of a share of Common Stock as of a particular date shall
be
determined by such method as shall be determined by the
Committee.
|
(o) |
"ISOs"
shall have the meaning given such term in Section
6.1.
|
(p) |
"Non-Control
Acquisition" shall mean an acquisition by (i) the Company or any
Subsidiary, (ii) an employee benefit plan (or a trust forming a part
thereof) maintained by the Company or any Subsidiary, or (iii) any
Person
in connection with a Non-Control
Transaction.
|
(q) |
"Non-Control
Transaction" shall mean a merger, consolidation or reorganization
of the
Company in which:
|
(1) |
the
shareholders of the Company, immediately before such merger, consolidation
or reorganization, own, directly or indirectly immediately following
such
merger, consolidation or reorganization, at least a majority of the
combined voting power of the voting securities of the corporation
resulting from such merger or consolidation or reorganization ("Surviving
Corporation") in substantially the same proportion as their ownership
of
the Voting Securities immediately before such merger, consolidation
or
reorganization;
|
(2) |
the
individuals who were members of the Incumbent Board immediately prior
to
the execution of the agreement providing for such merger, consolidation
or
reorganization constitute at least a majority of the members of the
board
of directors of the Surviving Corporation;
and
|
(3) |
no
Person (other than the Company, any Subsidiary, any employee benefit
plan
[or any trust forming a part thereof] maintained by the Company,
the
Surviving Corporation, or any Person who, immediately prior to such
merger, consolidation or reorganization had Beneficial Ownership
of 20% or
more of the then outstanding Voting Securities) has Beneficial Ownership
of 20% or more of the combined voting power of the Surviving Corporation's
then outstanding voting securities.
|
(r) |
"NQSOs"
shall have the meaning given such term in Section
6.1.
|
(s) |
"Option"
shall mean an option to purchase shares of Common Stock granted pursuant
to Article 6.
|
(t) |
"Option
Agreement" shall mean an agreement evidencing the grant of an Option
as
described in Section 6.2.
|
(u) |
"Option
Exercise Price" shall mean the purchase price per share of Common
Stock
subject to an Option, which shall not be less than the Fair Market
Value
on the date of grant (110% of Fair Market Value in the case of an
ISO
granted to a Ten Percent Shareholder).
|
(v) |
"Participant"
shall mean any Employee selected by the Committee to receive an Award
under the Plan.
|
(w) |
"Performance
Goals" shall have the meaning given such term in Section
8.4.
|
(x) |
"Performance
Period" shall have the meaning given such term in Section
8.3.
|
(y) |
"Performance
Unit" shall mean the right to receive a payment from the Company
upon the
achievement of specified Performance Goals as set forth in a Performance
Unit Agreement.
|
(z) |
"Performance
Unit Agreement" shall mean an agreement evidencing a Performance
Unit
Award, as described in Section 8.2.
|
(aa) |
"Person"
shall have the meaning ascribed to such term in Section 3(a)(9) of
the
Exchange Act and as used in Sections 13(d) and 14(d) thereof, including
a
"group" as defined in Section 13(d).
|
(bb) |
"Plan"
shall mean this Community Trust Bancorp, Inc. 2006 Stock Ownership
Incentive Plan as the same may be amended from time to
time.
|
(cc) |
"Restriction
Period" shall mean the period determined by the Committee during
which the
transfer of shares of Common Stock is limited in some way or such
shares
are otherwise restricted or subject to forfeiture as provided in
Article
7.
|
(dd) |
"Restricted
Stock" shall mean shares of Common Stock granted pursuant to Article
7.
|
(ee) |
"Restricted
Stock Agreement" shall mean an agreement evidencing a Restricted
Stock
Award, as described in Section 7.2.
|
(ff) |
"Retirement"
shall mean retirement by a Participant in accordance with the terms
of the
Company's retirement or pension plans, if any, or, if the Company
has no
such plans, then retirement after reaching age
65.
|
(gg) |
"SAR"
or "Stock Appreciation Right" shall mean a right granted pursuant
to
Article 9 to receive a payment, in cash and/or Common Stock, as determined
by the Committee, equal to the excess of the Fair Market Value of
a
specified number of shares of Common Stock at the time the SAR is
exercised over the SAR Grant Price of such shares of Common Stock
on the
effective date of the grant of the SAR as set forth in the applicable
SAR
Agreement.
|
(hh) |
"SAR
Agreement" shall mean an agreement evidencing an award of SARs, as
described in Section 9.2.
|
(ii) |
"Subsidiary,"
with respect to any company, shall mean any corporation or other
Person of
which a majority of its voting power, equity securities, or equity
interest is owned, directly or indirectly, by such
company.
|
(jj) |
"Ten
Percent Shareholder" shall mean an Employee who, at the time an ISO
is
granted, owns (within the meaning of section 422(b)(6) of the Code)
stock
possessing more than 10% of the total combined voting power of all
classes
of stock of the Company.
|
(kk) |
"Voting
Securities" shall mean the voting securities of the
Company.
|
(a) |
select
Participants to whom Awards are granted;
|
(b) |
determine
the size, type and frequency of Awards granted under the
Plan;
|
(c) |
determine
the terms and conditions of Awards, including any restrictions, conditions
or forfeiture provisions relating to the Award, which need not be
identical;
|
(d) |
determine
whether and the extent to which Performance Goals have been
met:
|
(e) |
determine
whether and when a Participant's status as an Employee has terminated
for
purposes of the Plan;
|
(f) |
accelerate
the exercisability of, and accelerate or waive any or all the restrictions
and conditions applicable to, any Award, for any
reason;
|
(g) |
extend
the duration of an Option exercise period or term of an
Award;
|
(h) |
construe
and interpret the Plan and any agreement or instrument entered into
under
the Plan;
|
(i) |
establish,
amend and rescind rules and regulations for the Plan's administration;
and
|
(j) |
subject
to the rights of Participants, amend the terms and conditions of
any
outstanding Award to the extent such terms and conditions are within
the
discretion of the Committee as provided in the
Plan.
|