Looking for an agreement? Search from over 1 million agreements now.

1996 Long-term Incentive Plan

This is an actual contract by Ameriking.
Browse the agreement preview below and buy the entire agreement for $35

Sectors: Retail
Effective Date: January 01, 1996
Search This Document
1996 LONG-TERM INCENTIVE PLAN


OF


AMERIKING, INC.


(AMERIKING, INC.)


CERTIFICATE


I,____________ ,_____________ of AmeriKing, Inc., having in my custody and possession the corporate records of said corporation, do hereby certify that attached hereto is a true and correct copy of the 1996 Long-Term Incentive Plan of AmeriKing, Inc. as in effect as of June __, 1996.


WITNESS my hand this day of , 1996.


---------------------------
As Aforesaid


TABLE OF CONTENTS


Pagination to be corrected


SECTION 1................................................................. 1
GENERAL.......................................................... 1
1.1. Purpose................................................ 1
1.2. Participation.......................................... 1
1.3. Operation and Administration........................... 2


SECTION 2................................................................. 2
OPTIONS.......................................................... 2
2.1. Definitions............................................ 2
2.2. Eligibility............................................ 3
2.3. Price.................................................. 3
2.4. Exercise............................................... 4
2.5. Post-Exercise Limitations.............................. 5
2.6. Expiration Date........................................ 5
2.7. Reload Provision....................................... 6


SECTION 3................................................................. 6
STOCK APPRECIATION RIGHTS........................................ 6
3.1. Definition............................................. 6
3.2. Eligibility............................................ 6
3.3. Exercise............................................... 7
3.4. Settlement of Award.................................... 7
3.5. Post-Exercise Limitations.............................. 7
3.6. Expiration Date........................................ 8
3.7. Limited Stock Appreciation Rights...................... 8


SECTION 4................................................................. 10
STOCK AWARDS..................................................... 10
4.1. Definition............................................. 10
4.2. Eligibility............................................ 10
4.3. Terms and Conditions of Awards......................... 10


SECTION 5................................................................. 14
OPERATION AND ADMINISTRATION..................................... 14
5.1. Effective Date......................................... 14
5.2. Shares Subject to Plan................................. 14
5.3. Individual Limits on Awards............................ 14
5.4. Adjustments to Shares.................................. 15
5.5. Limit on Distribution.................................. 18
5.6. Liability for Cash Payments............................ 19


i


5.7. Performance-Based Compensation......................... 19
5.8. Withholding............................................ 20
5.9. Transferability........................................ 20
5.10. Notices................................................ 21
5.11. Form and Time of Elections............................. 21
5.12. Agreement With Company................................. 21
5.13. Limitation of Implied Rights........................... 21
5.14. Benefits Under Qualified Retirement Plans.............. 22
5.15. Evidence............................................... 22
5.16. Action by Company or Related Company................... 22
5.17. Gender and Number...................................... 22


SECTION 6................................................................. 22
CHANGE IN CONTROL................................................ 22
6.1. Acceleration........................................... 22


SECTION 7................................................................. 23
COMMITTEE........................................................ 23
7.1. Administration......................................... 23
7.2. Selection of Committee................................. 23
7.3. Powers of Committee.................................... 24
7.4. Delegation by Committee................................ 25
7.5. Information to be Furnished to Committee............... 25
7.6. Liability and Indemnification of Committee............. 25


SECTION 8................................................................. 26
AMENDMENT AND TERMINATION........................................ 26


SECTION 9................................................................. 26
DEFINED TERMS.................................................... 26


ii


1996 LONG-TERM INCENTIVE PLAN


OF


AMERIKING, INC.


SECTION 1
---------


GENERAL
-------


1.1. Purpose. The 1996 Long-Term Incentive Plan of AmeriKing, Inc. (the "Plan") has been established by AmeriKing, Inc. (the "Company") to:


(a) attract and retain key executive and managerial
employees;


(b) motivate participating employees, by means of
appropriate incentives, to achieve long-range goals;


(c) provide incentive compensation opportunities that are
competitive with those of other major corporations;
and


(d) further identify Participants' interests with those of
the Company's other shareholders through compensation
that is based on the Company's common stock;


and thereby promote the long-term financial interest of the Company
and the Related Companies, including the growth in value of the
Company's equity and enhancement of long-term shareholder return.


1.2. Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the employees and officers of the Company and the Related Companies who are key executives or managerial employees, those persons who will be granted one or more Awards under the Plan, and thereby become "Participants" in the Plan. In the discretion of the Committee, and subject to the terms of the Plan, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Except as otherwise agreed by the Committee and the Participant, or except as otherwise provided in the Plan, an Award under the Plan shall not affect any previous Award under the Plan or an award under any other plan maintained by the Company or the Related Companies.


1.3. Operation and Administration. The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section 7 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section 11 of the Plan).


SECTION 2
---------


OPTIONS
-------


2.1. Definitions. The grant of an "Option" under this Section 2 entitles the Participant to purchase shares of Stock at a price fixed at the time the Option is granted, or at a price determined under a method established at the time the Option is granted, subject to the terms of this Section 2. Options granted under this Section 2 may be either Incentive Stock Options or Non-Qualified Stock Options, as determined in the discretion of the Committee. An "Incentive Stock Option" is an Option that is intended to satisfy the requirements applicable to an "incentive stock option" described in section 422(b) of the Code. A "Non-Qualified Option" is an Option that is not intended to be an "incentive stock option" as that term is described in section 422(b) of the Code.


2.2. Eligibility. The Committee shall designate the Participants to whom Options are to be granted under this Section 2 and shall determine the number of shares of Stock to be subject to each such Option. To the extent that the aggregate fair market value of Stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and all Related Companies) exceeds $100,000, such options shall be treated as Non-Qualified Stock Options, to the extent required by section 422 of the Code.


2.3. Price. The determination and payment of the purchase price of a share of Stock under each Option granted under this Section 2 shall be subject to the following:


(a) The purchase price shall be established by the
Committee or shall be determined by a method
established by the Committee at the time the Option is
granted and may not be less than 100% of the Fair
Market Value of a share of Stock as of the date on
which the Option is granted; provided, however, that if
the Option is an incentive stock option in no event
shall the purchase price be less than 110% of the Fair
Market Value of a share on such date if the Optionee is
a greater than 10% stock holder within the meaning of
Section 422(b)(6) of the Internal Revenue Code.


(b) Subject to the following provisions of this subsection
2.3, the full purchase price of each share of Stock
purchased upon the exercise of any Option shall be paid
at the time of such exercise and, as soon as
practicable thereafter, a certificate representing the
shares so purchased shall be delivered to the person
entitled thereto.


2


(c) The purchase price shall be payable in cash or in
shares of Stock (valued at Fair Market Value as of the
day of exercise), or in any combination thereof, as
determined by the Committee.


(d) A Participant may elect to pay the purchase price upon
the exercise of an Option through a cashless exercise
arrangement to the extent provided by the Committee.


2.4. Exercise. Except as otherwise expressly provided in the Plan, an Option granted under this Section 2 shall be exercisable in accordance with the following terms of this subsection 2.4:


(a) The terms and conditions relating to exercise of an
Option shall be established by the Committee, and may
include, without limitation, conditions relating to
completion of a specified period of service (subject to
paragraph 2.4(b)), achievement of performance standards
prior to exercise of the Option, or achievement of
Stock ownership objectives by the Participant.


(b) No Option may be exercised by a Participant: (i) prior
to the date on which the Participant completes one
continuous year of employment with the Company or any
Related Company after the date as of which the Option
is granted (provided, however, that the Committee may
permit earlier exercise following the Participant's
Date of Termination by reason of death or Disability);
or (ii) after the Expiration Date applicable to that
Option. The Committee, in its sole discretion, may
accelerate the vesting of any Option under
circumstances designated by it at the time the Option
is granted or thereafter.


(c) The exercise of an Option will result in the surrender
of the corresponding rights under a tandem Stock
Appreciation Right, if any.


2.5. Post-Exercise Limitations. The Committee, in its discretion, may impose such restrictions on shares of Stock acquired pursuant to the exercise of an Option (including stock acquired pursuant to the exercise of a tandem Stock Appreciation Right) as it determines to be desirable, including, without limitation, restrictions relating to disposition of the shares and forfeiture restrictions based on service, performance, Stock ownership by the Participant, and such other factors as the Committee determines to be appropriate.


2.6. Expiration Date. The "Expiration Date" with respect to an Option means the date established as the Expiration Date by the Committee at the time of the grant; provided, however, that the Expiration Date with respect to any Option shall not be later than the earliest to occur of:


3


(a) the ten-year anniversary of the date on which the
Option is granted;


(b) if the Participant's Date of Termination occurs by
reason of death or Disability, the one-year anniversary
of such Date of Termination;


(c) if the Participant's Date of Termination occurs by
reason of Retirement, the three-year anniversary of
such Date of Termination; or


(d) if the Participant's Date of Termination occurs for
reasons other than Retirement, death or Disability, the
three-month anniversary of such Date of Termination.


2.7. Reload Provision. In the event the Participant exercises an Option and pays all or a portion of the purchase price in Stock, in the manner permitted by subsection 2.3, such Participant (either pursuant to the terms of the Option Award, or pursuant to the exercise of Committee discretion at the time the Option is exercised) may be issued a new Option to purchase additional shares of Stock equal to the number of shares of Stock surrendered to the Company in such payment plus the number of shares surrendered to satisfy the Participant's tax liability. Such new Option shall have an exercise price equal to the Fair Market Value per share on the date such new Option is granted, shall first be exercisable six months from the date of grant of the new Option and shall have an Expiration Date on the same date as the Expiration Date of the original Option so exercised by payment of the purchase price in shares of Stock.


SECTION 3
---------


STOCK APPRECIATION RIGHTS
-------------------------


3.1. Definition. Subject to the terms of this Section 3, a Stock Appreciation Right granted under the Plan entitles the Participant to receive, in cash or Stock (as determined in accordance with subsection 3.4), value equal to all or a portion of the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) a specified price which shall not be less than 100% of the Fair Market Value of the Stock at the time the Stock Appreciation Right is granted, or, if granted in tandem with an Option, the exercise price with respect to shares under the tandem Option.


3.2. Eligibility. Subject to the provisions of the Plan, the Committee shall designate the Participants to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each Stock Appreciation Right is based. A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection


4



with an Option then, in the discretion of the Committee, the Stock Appreciation Right may, but need not, be granted in tandem with the Option.


3.3. Exercise. The exercise of Stock Appreciation Rights shall be subject to the following:


(a) If a Stock Appreciation Right is not in tandem with an
Option, then the Stock Appreciation Right shall be
exercisable in accordance with the terms established by
the Committee in connection with such rights, and may
include, without limitation, conditions relating to
completion of a specified period of service,
achievement of performance standards prior to exercise
of the Stock Appreciation Rights, or achievement of
objectives relating to Stock ownership by the
Participant. However, except as otherwise expressly
provided in the Plan, no Stock Appreciation Right
subject to this paragraph (a) may be exercised by a
Participant (i) prior to the date on which the
Participant completes one continuous year of employment
with the Company and the Related Companies after the
date as of which the Stock Appreciation Right is
granted (provided, however, that the Committee may
permit earlier exercise following the Participant's
Date of Termination by reason of death or Disability);
or (ii) after the Expiration Date applicable to that
Stock Appreciation Right.


(b) If a Stock Appreciation Right is in tandem with an
Option, then the Stock Appreciation Right shall be
exercisable at the time the tandem Option is
exercisable. The exercise of a Stock Appreciation Right
will result in the surrender of the corresponding
rights under the tandem Option.


3.4. Settlement of Award. Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with subsection 3.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination thereof, in the discretion of the Committee.


3.5. Post-Exercise Limitations. The Committee, in its discretion, may impose such restrictions on shares of Stock acquired pursuant to the exercise of a Stock Appreciation Right as it determines to be desirable, including, without limitation, restrictions relating to disposition of the shares and forfeiture restrictions based on service, performance, ownership of Stock by the Participant, and such other factors as the Committee determines to be appropriate.


3.6. Expiration Date. If a Stock Appreciation Right is in tandem with an Option, then the "Expiration Date" for the Stock Appreciation Right shall be the Expiration Date for the related Option. If a Stock Appreciation Right is not in tandem with an Option, then the "Expiration Date" for the Stock Appreciation Right shall be the date established as the Expiration Date by the Committee; provided, however, that subject to the following


5



provisions of this subsection 3.6, the Expiration Date with respect to any Stock Appreciation Right shall not be later than the earliest to occur of:


(a) the ten-year anniversary of the date on which the
Stock Appreciation Right is granted;


(b) if the Participant's Date of Termination occurs by
reason of death or Disability, the one-year anniversary
of such Date of Termination;


(c) if the Participant's Date of Termination occurs by
reason of Retirement, the three-year anniversary of
such Date of Termination; or


(d) if the Participant's Date of Termination occurs by
reason other than Retirement, death or Disability, the
three-month anniversary of such Date of Termination.


3.7. Limited Stock Appreciation Rights. The Committee may grant Limited Stock Appreciation Rights. Notwithstanding the foregoing provisions of this Section 3, Limited Stock Appreciation Rights shall be subject to the following:


(a) A Limited Stock Appreciation Right may (but need not)
be granted in connection with all or any portion of a
previously or contemporaneously granted Option. A
Limited Stock Appreciation Right may be granted in
tandem with an Option regardless of whether the Option
is in tandem with a Stock Appreciation Right.


(b) A Limited Stock Appreciation Right entitles the
Participant to receive a cash payment in connection
with a Change in Control, determined as follows:


(i) In the case of a Limited Stock Appreciation
Right that is in tandem with an Option, the
payment amount shall be equal to the
difference between the exercise price per
share of the Stock covered by the tandem
Option and the Market Price of a share of
Stock.


(ii) In the case of a Limited Stock Appreciation
Right that is not in tandem with an Option,
the payment amount shall be equal to the
difference between (A) the Fair Market Value
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |