EXHIBIT
4.2
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S&T BANCORP, INC.
2003 INCENTIVE STOCK PLAN
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1
.
Definitions
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In
this Plan, except where the context otherwise indicates, the following definitions apply:
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1.1.
"
Agreement
" means a written agreement implementing a grant of an Option or Right or an award of Restricted Stock, Incentive Shares or Incentive Units.
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1.2.
"
Board
" means the
Board of Directors
of the Corporation, but does not include members emeritus of the
Board of Directors
.
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1.3.
"
Code
" means the
Internal Revenue Code of 1986
, as amended.
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1.4.
"
Committee
" means the committee of the Board meeting the standards of Rule 16b-3 under the
Exchange Act
, or any similar successor rule, appointed by the Board to administer the Plan. Unless otherwise determined by the Board, the
Compensation Committee
of the Board shall be the Committee. In addition, the Board, in its sole discretion, may require that each member of the Committee qualify as an "outside director" as then defined under Section 162(m) of the Code.
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1.5.
"
Common Stock
" means the common stock, par value $2.50 per share, of the Corporation.
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1.6.
"
Corporation
" means
S&T Bancorp, Inc.
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1.7.
"
Date of Exercise
" means the date on which the corporation receives notice of the exercise of an Option or Right in accordance with the terms of Article
9.
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1.8.
"
Date of Grant
" means the date on which an Option or Right is granted or Restricted Stock or Incentive Shares are awarded by the Committee.
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1.9.
"
Director
" means a member of the Board of the Corporation.
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1.10.
"
Disability
" means Disability from the S&T Bank Long-Term Disability Income Plan or when an Optionee or Grantee is eligible for disability benefits under Social Security.
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1.11.
"
Employee
" means any person determined by the Committee to be an employee of the Corporation or a Subsidiary, including an Employee Director.
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1.12.
"
Employee Director
" means a
Director
who is an Employee of the Corporation.
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1.13.
"
Exchange Act
" means the
Securities Exchange Act of 1934
, as amended.
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1.14.
"
Fair Market Value
" of a share of Common Stock means the amount equal to the fair market value of a share of Common Stock determined pursuant to a reasonable method adopted by the Committee in good faith for such purpose. Unless and until the Committee has adopted another method, the fair market value of a share of Common Stock shall equal the average of the high and low sales prices on the date such fair market value is to be determined, as reported by the
National Association of Securities Dealers Automated Quotation System's National Market System
("
NASDAQ
"), or if there are no sales of Common Stock reportedly thereby on such date, the average of the high and low sales prices for shares of Common Stock reported by NASDAQ on the nearest trading date preceding such date.
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1.15.
"
Grantee
" means an Employee or
Outside Director
to whom Restricted Stock has been awarded pursuant to Article
11
, Incentive Shares have been awarded pursuant to Article
12
, or Incentive Units have been awarded pursuant to Article
13.
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1.16.
"
Incentive Shares
" means Shares awarded pursuant to the provisions of Article
12.
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1.17.
"
Incentive Stock Option
" means an Option granted under the Plan that qualifies as an incentive stock option under Section 422 of the
Code
and that the
Corporation
designates as such in the Agreement granting the Option.
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1.18.
"
Incentive Units
" means awards consisting of dollars or a combination of dollars and Shares awarded pursuant to the provisions of Article
13.
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1.19.
"
Nonstatutory Stock Option
" means an Option granted under the Plan that is not an
Incentive Stock Option
.
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1.20.
"
Option
" means an option to purchase Shares granted under the Plan in accordance with the terms of Article
6
or Article
7.
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1.21.
"
Option Period
" means the period during which an Option may be exercised.
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1.22.
"
Option Price
" means the price per Share at which an Option may be exercised. The Option Price shall be determined by the Committee, but in no event shall the Option Price of an
Incentive Stock Option
be less than the greater of the Fair Market Value per Share determined as of the
Date of Grant
or the par value of a Share.
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1.23.
"
Optionee
" means an Employee or
Outside Director
to whom an Option or Right has been granted.
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1.24.
"
Outside Director
" means a
Director
who is not an Employee Director.
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1.25.
"
Outside Director Award
" means that portion of the Plan under which grants are made to
Directors
, other than
Employee Directors
.
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1.26.
"
Performance Goals
" means performance goals established by the Committee which may be based on earnings or earnings growth, sales, return on assets, equity or investment, regulatory compliance, satisfactory internal or external audits, improvement of financial ratings, achievement of balance sheet or income statement objectives, or objective goals established by the Committee, and may be absolute in their terms or measure against or in relationship to other companies comparably, similarly or otherwise situated. Such performance standards may be particular to an employee or the department, branch, Subsidiary or other division in which he or she works, or may be based on the performance of the Corporation generally, and may cover such period as may be specified by the Committee.
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1.27.
"
Plan
" means the S&T Bancorp,
Inc. 2003 Incentive Stock Plan
.
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1.28.
"
Restricted Stock
" means Shares awarded pursuant to the provisions of Article
11.
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1.29.
"
Retirement
" means early retirement or normal retirement as defined in the Employees' Retirement Plan of S&T Bank.
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1.30.
"
Right
" means the right to appreciation in Share value, as granted under the Plan in accordance with the terms of Article
8.
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1.31.
"
Right Period
" means the period during which a Right may be exercised.
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1.32.
"
Share
" means a share of authorized but unissued Common Stock or a reacquired share of Common Stock.
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1.33.
"
Subsidiary
" means a corporation of which at least 50% of the total combined voting power of all classes of stock is owned by the Corporation, either directly or through one or more other Subsidiaries.
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2.
Purpose
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The
Plan is intended to assist in attracting and retaining
Employees and Directors
of outstanding ability and to promote the identification of their interests with those of the shareholders of the Corporation.
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3.
Administration
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The
Committee shall administer the Plan. In addition to any other powers granted to the Committee, it shall have the following powers, subject to the express provisions of the Plan:
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3.1.
to determine in its discretion the Employees and Outside Directors (subject to the eligibility provisions of Article
4)
to whom Options or Rights shall be granted and to whom Restricted Stock, Incentive Shares or Incentive Units shall be awarded, the number of Shares to be subject to each Option, Right, Restricted Stock, Incentive Share or Incentive Unit award, and the terms upon which Options or Rights granted to Employees may be acquired and exercised and the terms and conditions of Restricted Stock, Incentive Share and Incentive Unit awards;
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3.2.
to determine all other terms and provisions of each Agreement with an Employee or with an Outside Director, which need not be identical;
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3.3.
without limiting the generality of the foregoing, to provide in its discretion in an Agreement with an Employee or with an Outside Director:
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(i)
for an agreement by the Optionee or Grantee to render services to the Corporation or a Subsidiary upon such terms and conditions as may be specified in the Agreement, provided that the Committee shall not have the power to commit the Corporation or any Subsidiary to employ or otherwise retain any Optionee or Grantee;
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(ii)
for restrictions on the transfer, sale or other disposition of Shares issued to the Optionee upon the exercise of an Option or Right, for other restrictions permitted by Article
11
with respect to Restricted Stock or for conditions with respect to the issuance of Incentive Shares or Incentive Units;
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(iii)
for an agreement by the Optionee or Grantee to resell to the Corporation, under specified conditions, Shares issued upon the exercise of an Option or Right or awarded as Restricted Stock, Incentive Shares or Incentive Units;
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(iv)
for the payment of the Option Price upon the exercise of an Option otherwise than in cash, including, without limitation, the tendering of previously acquired Shares, including by attestation, having an aggregate Fair Market Value at the date of Exercise equal to the total Option Price (provided that the Shares which are tendered must have been held by the Employee for at least six months prior to their tender), or a combination of cash and Shares;
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(v)
for the vesting time or times of the Option, Rights, Restricted Stock, Incentive Shares or Incentive Units as a result of the passage of time, death, Disability, Retirement from the Corporation, voluntary, for cause or involuntary terminations from Corporation service; however, in the case of nonvested
Nonqualified Stock
Options and Restricted Stock awards, vesting shall continue to accrue according to the vesting schedules provided in the respective Agreements in the event of the Grantee's or Optionee's death, Disability, Retirement, or attainment of
Director Emeritus
status and immediate forfeiture shall occur upon voluntary termination, involuntary termination without cause and termination for cause;
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(vi)
for the right of the Optionee to use such cashless forms upon the exercise of an Option, such as that permitted under the Federal Reserve Board's Regulation T, subject to application of securities law restrictions; and
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(vii)
for the right of the Optionee to use any other means to exercise an Option which the Committee determines to be consistent with the Plan's purpose and applicable law.
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3.4.
to construe and interpret the Agreements and the Plan;
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3.5.
to require, whether or not provided for in the pertinent Agreement, of any person exercising an Option or Right or acquiring Restricted Stock, Incentive Shares or Incentive Units, at the time of such exercise or acquisition, the making of any representations or agreements which the Committee may deem necessary or advisable in order to comply with the securities laws of the
United States
or of any state;
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3.6.
to provide for satisfaction of an Optionee's or Grantee's tax liabilities arising in connection with the Plan through, without limitation, retention by the
Corporation of Shares
otherwise issuable on the exercise of a
Nonstatutory Stock Option
or Right or pursuant to an award of Incentive Shares or Incentive Units or through delivery of Common Stock to the
Corporation
by the Optionee or Grantee under such terms and conditions as the Committee deems appropriate; and
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3.7.
to make all other determinations and take all other actions necessary or advisable for the administration of the Plan.
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Any
determinations or actions made or taken by the Committee pursuant to this Article shall be binding and final.
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4.
Eligibility
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Options
, Rights, Restricted Stock, Incentive Shares and Incentive Units may be granted or awarded to Employees.
Outside Directors
may be granted or awarded
Nonstatutory Stock Options
and/or Restricted Stock in accordance with the provisions of Article
7
, but
Outside Directors
are not eligible to receive
Incentive Stock Options
, Rights, Incentive Shares or Incentive Units.
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5.
Stock Subject to the Plan
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5.1.
The maximum number of Shares that may be issued under the Plan is 1,500,000 Shares.
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5.2.
If an Option or Right expires or terminates for any reason without having been fully exercised, if Shares of Restricted Stock are forfeited or if Incentive Shares or Shares associated with Incentive Units are not issued or are forfeited, the unissued or forfeited Shares which had been subject to the Agreement relating thereto shall become available for the grant of other Options and Rights or for the award of additional Restricted Stock, Incentive Shares or Shares associated with Incentive Units.
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5.3.
The net Shares issued upon the exercise of a Right (or, if cash is payable in connection with such exercise, that number of Shares having a Fair Market Value equal to the cash payable upon such exercise), shall be charged against the number of Shares issuable under the Plan and shall not become available for the grant of other Options and Rights or the award of Restricted Stock, Incentive Shares or Shares associated with Incentive Units.
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6.
Options
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6.1.
The Committee is hereby authorized to grant
Nonstatutory Stock Options and Incentive Stock Options to Employees
.
Nonstatutory Stock Options
also may be granted to
Outside Directors
as provided in Article
7.
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6.2.
All Agreements granting
Options to Employees
shall contain a statement that the Option is intended to be either
(i)
a
Nonstatutory Stock Option
or
(ii)
an Incentive Stock Option.
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6.3.
The
Option Period
and vesting schedule for Options granted to
Employees and Outside Directors
shall be determined by the Committee and specifically set forth in the Agreement, provided, however, that an Option shall not be exercisable before six months from the
Date of Grant
or after ten years from the
Date of Grant
.
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6.4.
All
Incentive Stock Options
granted under the Plan shall comply with the provisions of the Code governing incentive stock options and with all other applicable rules and regulations.
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6.5.
The maximum number of Shares with respect to which Options may be granted to any Employee under this Plan during a calendar year is 50,000 Shares. In no event shall the Option Price of an Option be less than the Fair Market Value of a Share on the
Date of Grant
.
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6.6.
The Committee in its sole discretion shall determine all other terms of Options granted under the Plan.
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7.
Outside Director Award
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7.1.
An
Outside Director Award
may be made available to
Outside Directors
through grants of
Nonstatutory Stock Options
and awards of Restricted Stock, but only in accordance with the provisions of Articles
6
and 11, respectively, of this Plan.
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7.2.
Nonstatutory Stock Options
granted under this Article
7
shall vest in accordance with the Agreement but no sooner than six months from the
Date of Grant
and may be exercised by the Optionee at any time after vesting and prior to the termination of the
Nonstatutory Stock Option
.
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7.3.
Nonstatutory Stock Options
granted pursuant to this Article
7
shall terminate upon the earlier to occur of
(i) 1
2 months from the date on which such Optionee ceases to be a member of the Board by reason of voluntary termination of service or involuntary termination of service without cause,
(ii) o
ne month from the date on which such Optionee ceases to be a member of the Board by reason of termination of service for cause,
(iii)
upon the date the Option is originally assigned to terminate in the applicable Agreement if the Optionee ceases to be a member of the Board by reason of attaining
Director Emeritus
status, death or Disability, or
(iv) 1
0 years from the
Date of Grant
.
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7.4.
Nonstatutory Stock
options are not transferable except to the extent provided in Article
10
hereof.
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8.
Rights
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8.1.
The Committee is hereby authorized to grant Rights to Employees.
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8.2.
A Right shall be granted under the Plan independently of any Option granted under the Plan.
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8.3.
A Right may be exercised in whole or in part as provided in the Agreement, and, subject to the provisions of the Agreement, entitles its Optionee to receive, without any payment to the Corporation (other than required income tax withholding amounts), either cash or that number of Shares (equal to the highest whole number of Shares), or a combination thereof, in an amount or having a Fair Market Value determined as of the Date of Exercise not to exceed the number of Shares subject to the portion of the Right exercised multiplied by an amount equal to the excess of
(i)
the Fair Market Value of a Share on the Date of Exercise of the Right over
(ii)
the Fair Market Value of a Share on the
Date of Grant
of the Right.
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8.4.
The Right Period shall be determined by the Committee and specifically set forth in the Agreement, provided, however:
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(i)
a Right may not be exercised until the expiration of six months from the
Date of Grant
(except that this limitation need not apply in the event of the death or Disability of the Optionee within the six-month period);
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(ii)
a Right will expire no later than ten years from the
Date of Grant
; and
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(iii)
a Right may be exercised only when the Fair Market Value of a Share exceeds the Fair Market Value of a Share on the
Date of Grant
of the Right.
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8.5.
Rights granted under the Plan (other than cash-only Rights) shall comply with the requirements of Rule 16b-3(e) under the
Exchange Act
during the term of this Plan. Should any provision of this Article
8
necessary for that purpose at the date of adoption of this Plan by the Board no longer be necessary to comply with the requirements of
Rule 16b-3(e)
or should any additional provisions be necessary for this Article 8 to comply with the requirements of
Rule 16b-3(e
), the Board or the Committee may amend this Plan to delete, add to or modify the provisions of the Plan accordingly. The Corporation intends to comply, if and to the extent applicable, with the public information and reporting requirements of Rule 16b-3(e)(1); however, the
Corporation's
failure for any reason whatsoever to comply with such requirements or with any other requirements of Rule 16b-3, and any resultant unavailability of
Rule 16b-3(e) to Optionees
shall not impose any liability on the
Corporation
to any Optionee or any other party.
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8.6.
To the extent required by Rule 16b-3(e) under the
Exchange Act
or otherwise provided in the Agreement, the Committee shall have sole discretion to consent to or disapprove the election of any Optionee to receive cash in full or partial settlement of a Right. In cases where an election of settlement in cash must be consented to by the
Committee
, the Committee may consent to, or disapprove, such election at any time after such election, or within such period for taking action as is specified in the election, and failure to give consent shall be disapproval. Consent may be given in whole or as to a portion of the Right surrendered by the Optionee. If the election to receive cash is disapproved in whole or in part, the Right shall be deemed to have been exercised for Shares, or, if so specified in the notice of exercise and election, not to have been exercised to the extent the election to receive cash is disapproved.
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8.7.
The maximum number of Shares with respect to which Rights may be granted to any Employee under this Plan during a calendar year is 50,000 Shares.
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9.
Exercise
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9.1.
An Option or Right may be exercised in whole or in part, prior to the time such Option or Right terminates and subject to the provisions of the Agreement under which it was granted, by the delivery to the Corporation of written notice of the exercise, in such form as the Committee may prescribe, accompanied, in the case of an Option, by full payment for the Shares with respect to which the Option is exercised, as provided for in Article
3.
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9.2.
Nonstatutory Stock Options
granted to Employees shall terminate when employment terminates, based on the following criteria:
(i) o
ne month after voluntary resignation, termination for cause, or involuntary termination without cause, or
(ii)
at the normally scheduled expiration in the applicable Agreement upon death, Disability, or Retirement, unless it terminates earlier under other provisions of the Plan.
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9.3.
Nonstatutory Stock Options
granted to
Outside Directors
shall terminate, as provided for in Article
7.3.
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10.
Nontransferability
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Options
, Restricted Stock, Rights, Incentive Shares or Incentive Units granted or awarded under the Plan shall not be transferable otherwise than
(i)
by will or the laws of descent and distribution, or
(ii)
pursuant to an order issued under state domestic relations laws, and an Option or Right may be exercised during his or her lifetime only by the Optionee or, in the event of his or her legal disability, by his or her legal representative.
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11.
Restricted Stock Awards
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11.1.
The Committee is hereby authorized to award Shares of Restricted Stock to Employees or to
Outside Directors
as provided in Article
7.
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11.2.
Restricted Stock awards under the Plan shall consist of Shares that are restricted against transfer, except to the extent provided in Article
10
hereof, subject to forfeiture and subject to such other terms and conditions intended to further the purposes of the Plan as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the vesting of such awards to be contingent upon the achievement of one or more specified Performance Goals.
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11.3.
Restricted Stock awards shall be evidenced by Agreements containing provisions setting forth the terms and conditions governing such awards. Each such Agreement shall contain the following:
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(i)
prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of
(A)
the Shares awarded as Restricted Stock under the Plan,
(B)
the right to vote the Shares, or
(C)
the right to receive dividends thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a shareholder including, but not limited to, the right to receive dividends and the right to vote the Shares;
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(ii)
at least one term, condition or restriction constituting a "substantial risk of forfeiture" as defined in Section 83(c) of the Code;
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(iii)
such other terms, conditions and restrictions as the Committee in its discretion may specify (including, without limitation, provisions creating additional substantial risks of forfeiture);
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(iv)
a requirement that each certificate representing Shares of Restricted Stock shall be deposited with the Corporation, or its designee, and shall bear the following legend:
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"
This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the
S&T Bancorp
,
Inc. 2003 Incentive Stock Plan
, and an Agreement between the registered owner and
S&T Bancorp
,
Inc. Release
from such terms and conditions shall be made only in accordance with the provisions of the Plan and the Agreement, a copy of each of which is on file in the office of the
Secretary of S&T Bancorp, Inc.
"
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(v)
the applicable period or periods of any terms, conditions or restrictions applicable to the Restricted Stock; and
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(vi)
the terms and conditions upon which any restrictions upon Shares of Restricted Stock awarded under the Plan shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representative.
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11.4.
The Committee shall include in an Agreement a requirement that in the event of a Grantee's termination of employment (or in the case of
Outside Directors
, termination of service) for any reason prior to the lapse of restrictions, except for a termination of employment due to a pending transaction defined in Section
16
, death, Disability, Retirement, or attainment of
Director Emeritus
status, all nonvested Shares of Restricted Stock shall be forfeited by the Grantee to the corporation without payment of any consideration by the Corporation, and neither the Grantee nor any successors, heirs, assigns or personal representatives of the Grantee shall thereafter have any further rights or interest in the Shares or certificates. Shares of Restricted Stock shall continue to vest according to the vesting schedules set forth in the respective Agreements, upon a Grantee's death, Disability, Retirement or attainment of
Director Emeritus
status.
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11.5.
The maximum number of Shares of Restricted Stock that may be awarded to any Employee under this Plan during a calendar year is 50,000 Shares.
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12.
Incentive Share Awards
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12.1.
The Committee is hereby authorized to award Incentive Shares to Employees.
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12.2.
Incentive Shares shall be Shares that shall be issued at such times, subject to achievement of such Performance Goals or other goals and on such other terms and conditions as the Committee shall deem appropriate and specify in the Agreement relating thereto.
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12.3.
The maximum number of Incentive Shares that may be awarded to any Employee under this Plan during a calendar year is 50,000 Shares.
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13.
Incentive Unit Awards
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13.1.
The Committee is hereby authorized to award Incentive Units to Employees.
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13.2.
Incentive Units shall be used at such times, subject to achievement of such Performance Goals or other goals and on such other terms and conditions as the Committee shall deem appropriate and specify in the Agreement relating thereto.
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13.3.
Incentive Units may be paid in
(i)
cash,
(ii)
Shares, or
(iii)
cash and Shares.
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13.4.
The maximum dollar value of Incentive Unit awards that may be paid to any Employee during a calendar year is limited to the cash equivalent of 50,000 Shares at the time of payment or payments.
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14.
Capital Adjustments
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The
Option Price and the aggregate number and class of Shares for which grants or awards may be made and the number and class of Shares subject to each outstanding Option, Right, Restricted Stock, Incentive Shares or Shares associated with Incentive Unit awards, shall be adjusted to reflect such events as stock dividends, stock splits, adoption of stock rights plans, recapitalizations, mergers, consolidations or reorganizations of or by the Corporation.
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15.
Termination or Amendment
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The
Board shall have the power to terminate the Plan and to amend it in any respect, provided that, after the Plan has been approved by the shareholders of the
Corporation
, the Board may not, without the approval of the shareholders of the Corporation if such approval is then required by applicable law or in order for the Plan to continue to satisfy the requirements of Rule 16b-3 under the
Exchange Act
, amend the Plan so as to increase the number of Shares that may be issued under the Plan (except as provided in Article
14)
, to modify materially the requirements as to eligibility for participation in the Plan, to change the class of persons eligible to receive
Incentive Stock Options
, or to increase materially the benefits accruing to participants under the Plan. No termination or amendment of the Plan shall, without his or her consent, adversely affect the rights or obligations of any Optionee or Grantee.
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16.
Acceleration of Right of Exercise
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Notwithstanding
Section
9.1
,
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(i)
in the event the Corporation or its shareholders dispose of all or substantially all of the assets or Shares of the Corporation by means of a sale, merger or other reorganization, liquidation, or otherwise, or
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(ii)
in the event of a change in control of the Corporation, where the term "
control
" for the purposes of this Article shall refer to the acquisition of 25% or more of the voting securities of the Corporation by any person or by persons acting as a group within the meaning of the
Securities Exchange Act of 1934
, as amended, and the term "
person
" for purposes of this Article refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein, then, any Option granted pursuant to the terms of the Plan shall become exercisable with respect to the full number of Shares subject to that Option and any Restricted Stock awards outstanding shall vest, with vesting occurring immediately prior to such disposition or change in control, as defined in Section
16 (i)
and 16 (ii).
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Notwithstanding
the foregoing, no Option shall be exercisable and no Restricted Stock shall vest under this Article
16
on account of any agreement to dispose of all or substantially all of the assets or Shares of the Corporation by means of a sale, merger or other reorganization, liquidation, or otherwise where the shareholders of the Corporation immediately before the consummation of the transaction will own at least 50% of the combined voting power of all classes of stock of the surviving entity, whether the surviving entity is the Corporation or some other entity immediately after the consummation of the transaction.
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17.
Effectiveness of the Plan
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The
Plan and any amendments requiring shareholder approval pursuant to Article
15
are subject to approval by vote of the shareholders of the Corporation within 12 months after their adoption by the Board. Subject to that approval, the Plan and any amendments are effective on the date on which the Board adopts them. However, Options, Rights, Restricted Stock, Incentive Shares and Incentive Units will not be granted or awarded prior to shareholder approval of the Plan or amendments.
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18.
Term of the Plan
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Unless
sooner terminated by the Board pursuant to Article
15
, the Plan shall terminate on the date ten years after its adoption by the Board,
and no Options
or Rights, Restricted Stock, Incentive Shares or Incentive Units may be granted or awarded after termination. The termination shall not affect the validity of any Option, Right, Restricted Stock, Incentive Shares or Incentive Units outstanding on the date of termination.
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19.
Indemnification of Committee
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In
addition to such other rights of indemnification as they may have as
Directors
or as members of the Committee or as Corporation officers in conducting Plan duties, the members of the Committee and the Corporation officers shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option, Right, Restricted Stock, Incentive Shares or Incentive Units granted or awarded hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Corporation.
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20.
General Provisions
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20.1.
The establishment of the Plan shall not confer upon any
Employee or
Director
any legal or equitable right against the Corporation, any Subsidiary or the Committee, except as expressly provided in the Plan.
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20.2.
The Plan does not constitute inducement or consideration for the employment of any Employee or the service of any
Director
, nor is it a contract between the Corporation or any subsidiary and any
Employee or
Director
. Participation in the Plan shall not give an Employee or
Director
any right to be retained in the service of the Corporation or any Subsidiary.
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20.3.
The Corporation and its Subsidiaries may assume options, warrants, or rights to purchase stock issued or granted by other corporations whose stock or assets shall be acquired by the Corporation or its Subsidiaries, or which shall be merged into or consolidated with the Corporation. Neither the adoption of this Plan, nor its submission to the shareholders, shall be taken to impose any limitations on the powers of the Corporation or its affiliates to issue, grant, or assume options, warrants, rights, or restricted stock, otherwise than under this Plan, or to adopt other stock option or restricted stock plans or to impose any requirement of shareholder approval upon the same.
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20.4.
The interests of any Employee or
Director
under the Plan are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered except as provided in Article
10.
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20.5.
The Plan shall be governed, construed and administered in accordance with the laws of
Pennsylvania
, any applicable federal laws, and the intention of the Corporation that
Incentive Stock Options
granted under the Plan qualify as such under Section 422 of the
Code
.
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