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This excerpt taken from the MRO DEF 14A filed Mar 13, 2007. 5. Common
Stock Available for Awards. Subject
to the provisions of paragraph 16 hereof, no Award shall be granted if it shall
result in the aggregate number of shares of Common Stock issued under the Plan
plus the number of shares of Common Stock covered by or subject to Awards then
outstanding (after giving effect to the grant of the Award in question) to
exceed 17,000,000 shares. No more than
6,000,000 shares of Common Stock shall be available for Awards other than
Options or SARs. The number of shares of
Common Stock that are the subject of Awards under this Plan that are forfeited, terminated or expire unexercised shall again
immediately become available for Awards hereunder. Notwithstanding the foregoing, in the case of
any SAR settled upon exercise by delivery of shares of Common Stock, the full
number of shares with respect to which the SAR was exercised shall count
against the number of shares of Common Stock reserved for issuance and shall
not again become available under this Plan.
The number of shares of
Common Stock reserved for issuance under the Plan shall not be increased by (i)
any shares tendered or Award surrendered in connection with the purchase of
shares of Common Stock upon the exercise of an Option as described in paragraph
I-4 12, or (ii) any shares of Common Stock deducted from an Award payment in connection with the Corporation’s tax withholding obligations as described in paragraph 13 or (iii) any shares of Common Stock purchased by the Corporation with proceeds collected in connection with the exercise of an Option. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the appropriate officers of the Corporation shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards. |
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