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This excerpt taken from the HAS DEF 14A filed Apr 6, 2009. Awards
The 2003 Plan permits granting awards for: (1) stock
options, including incentive stock options (“ISOs”)
meeting the requirements of Section 422 of the Code;
(2) stock appreciation rights (“SARs”);
(3) stock awards, including restricted and unrestricted
stock and deferred stock, (4) performance awards, and
(5) cash awards that would constitute a “derivative
security” for purposes of
Rule 16b-6,
as promulgated under the Securities Exchange Act of 1934, as
amended (the “1934 Act”), if not awarded pursuant
to a plan satisfying the provisions of
Rule 16b-3.
This excerpt taken from the HAS DEF 14A filed Apr 16, 2007. (a) All
Awards
(1) Award Provisions. The Administrator
will determine the terms of all Awards, subject to the
limitations provided herein. A Participant shall have no rights
with respect to the Plan, or any Award, contingent or otherwise,
until written evidence of the Award shall have been delivered to
the Participant and all the terms, conditions, and provisions of
the Plan and the Award applicable to such Participant have been
met. The Plan shall be binding on all successors and permitted
assigns of a Participant, including, without limitation, the
estate of such Participant.
(2) Transferability. Neither ISOs, nor,
except as the Administrator otherwise expressly provides, other
Awards may be transferred other than by will or by the laws of
descent and distribution, and during a Participant’s
lifetime ISOs (and, except as the Administrator otherwise
expressly provides, other non-transferable Awards requiring
exercise) may be exercised only by the Participant.
(3) Vesting, Etc. The Administrator shall
determine the time or times at which an Award will vest or
become exercisable and the terms on which an Award requiring
exercise will remain exercisable, provided that, except
in the case of Awards made in connection with the recruitment of
new Employees (including new officers) or new directors,
(i) Stock Options shall vest in equal annual installments
over a period of not less than three years and
(ii) Restricted Stock and Deferred Stock shall vest not
earlier than three years from the grant date of the Award.
Subject to the foregoing restriction, the Administrator may at
any time accelerate the vesting or exercisability of an Award,
regardless of any adverse or potentially adverse tax
consequences resulting from such acceleration. The Administrator
may at any time accelerate the vesting or exercisability of an
Award, without being subject to the limitations set forth in the
first sentence of this Section 7(a)(3), if such
acceleration is associated with the death, disability,
retirement or other termination of Employment or service of a
Participant. For purposes of the foregoing sentence, the
Administrator will have sole and conclusive power to define the
types of disability, retirement or other termination of
Employment or service associated with such acceleration.
The Administrator has full power and authority to determine, for
each Award, how long after cessation of the Participant’s
Employment or service as a director an Award requiring exercise
will continue to be exercisable. Unless the Administrator
expressly provides otherwise in the applicable Award agreement
or through other means, immediately upon the cessation of the
Participant’s Employment or service as a director an Award
requiring
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exercise will cease to be exercisable and will terminate, and
all other Awards to the extent not already vested will be
forfeited, except that these default rules further provide,
unless otherwise modified by the Administrator for a particular
Award or Awards, that:
(A) subject to (B) and (C) below, all Stock
Options and SARs held by the Participant or the
Participant’s permitted transferee, if any, immediately
prior to the cessation of the Participant’s Employment or
service as a director, to the extent then exercisable, will
remain exercisable for the lesser of (i) a period of three
months from the date of termination or (ii) the period
ending on the latest date on which such Stock Option or SAR
could have been exercised without regard to this
Section 7(a)(3)(A), and will thereupon terminate;
(B) all Stock Options and SARs held by a Participant or the
Participant’s permitted transferee, if any, immediately
prior to the Participant’s death, to the extent then
exercisable, will remain exercisable for the lesser of
(i) the one year period ending with the first anniversary
of the Participant’s death or (ii) the period ending
on the latest date on which such Stock Option or SAR could have
been exercised without regard to this Section 7(a)(3)(B),
and will thereupon terminate; and
(C) all Stock Options and SARs held by a Participant or the
Participant’s permitted transferee, if any, immediately
prior to the cessation of the Participant’s Employment or
service as a director will immediately terminate upon such
cessation if the Administrator in its sole discretion determines
that such cessation of Employment or service as a director has
resulted for reasons which cast such discredit on the
Participant as to justify immediate termination of the Award.
(4) Taxes. The Administrator will make
such provision for the withholding of all applicable taxes as it
deems necessary. The Administrator may, but need not, permit a
Participant to satisfy tax withholding requirements by
(i) having the Participant deliver cash or a check payable
to the order of the Company, (ii) holding back shares of
Stock from an Award, or (iii) permitting a Participant to
tender shares of Stock which have been owned by the Participant
for at least six months having a Fair Market Value equal to the
amount of the applicable withholding taxes. In no event may
withholding taxes paid by a Participant exceed the minimum
withholding required by law. Subject to the provisions of the
Plan, the Administrator may, but need not, pay all or a portion
of the tax liability incurred or to be incurred by a Participant
as a result of Awards made to or settled by such Participant
under the Plan.
(5) Dividend Equivalents, Deferrals,
Etc. The Administrator may provide for the
payment of amounts in lieu of cash dividends or other cash
distributions with respect to Stock subject to an Award. Such
dividend equivalents and other payments may be paid currently or
may be credited to an account established under the Plan in the
name of the Participant.
The Administrator may require or permit Participants to elect to
defer the issuance of Stock or the settlement of Awards under
such rules and procedures as it may establish under the Plan. It
may also provide that deferred settlements include the payment
or crediting of interest on the deferral amounts, or the payment
or crediting of dividend equivalents on deferred amounts
denominated in Stock.
(6) Rights Limited. Nothing in the Plan
will be construed as giving any person the right to continued
employment or service with the Company or its Affiliates, or any
rights as a shareholder except as to shares of Stock actually
issued under the Plan. The loss of existing or potential profit
in Awards will not constitute an element of damages in the event
of termination of employment or service for any reason, even if
the termination is in violation of an obligation of the Company
or an Affiliate to the Participant.
Unless otherwise determined by the Administrator, the Plan shall
be unfunded and shall not create, or be construed to create, a
trust or a separate fund or funds. The Plan shall not establish
any fiduciary relationship between the Company and any
Participant or other person. To the extent any person holds any
rights by virtue of an Award under the Plan, such rights, unless
otherwise determined by the Administrator, shall be no greater
than the rights of an unsecured general creditor of the Company.
(7) Section 162(m). This
Section 7(a)(7) applies to any Performance Award intended
to qualify as performance-based for the purposes of
Section 162(m), other than a Stock Option or a SAR. In the
case of any Performance Award to which this Section 7(a)(7)
applies, the Plan and such Award will be construed to the
maximum extent permitted by law in a manner consistent with
qualifying the Award for such exception. With
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respect to such Performance Awards, the Administrator will
preestablish, in writing, one or more specific Performance
Criteria no later than 90 days after the commencement of
the period of service to which the performance relates (or at
such earlier time as is required to qualify the Award as
performance-based under Section 162(m)). The Performance
Criteria so established shall serve as a condition to the grant,
vesting or payment of the Performance Award, as determined by
the Administrator. Prior to grant, vesting or payment of the
Performance Award, as the case may be, the Administrator will
certify whether the Performance Criteria have been attained and
such determination will be final and conclusive. If the
Performance Criteria with respect to the Award are not attained,
no other Award will be provided in substitution of the
Performance Award. No Performance Award to which this
Section 7(a)(7) applies may be granted after the fifth
anniversary of the approval of the Plan by shareholders of the
Company until the Performance Criteria (as originally approved
or as subsequently amended) have been resubmitted to and
reapproved by the shareholders of the Company in accordance with
the requirements of Section 162(m), unless such grant is
made contingent upon such approval.
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