1997 Incentive Compensation Plan
Exhibit 10.14
1997 Incentive Compensation Plan
Page
1.
Purpose
3
2.
Definitions
3
3.
Administration
5
(a)
Authority of the Committee
5
(b)
Manner of Exercise of Committee Authority
5
(c)
Limitation of Liability
6
4.
Limitations on Plan Awards.
6
(a)
Overall Number of Shares Available for Delivery
6
(b)
Application of Limitation to Grants of Awards
6
(c)
Availability of Shares Not Delivered under Awards
7
5.
Eligibility; Per-Person Award Limitations
7
6.
Specific Terms of Awards
7
(a)
General
7
(b)
(c)
(d)
(e)
Options
7
Stock Appreciation Rights
8
Restricted Stock
8
Deferred Stock
9
(f)
(g)
(h)
Bonus Stock and Awards in Lieu of Obligations
10
Dividend Equivalents
10
Other Stock-Based Awards
10
(i)
Performance Goals Applicable to Designated Covered Employees
11
7.
Certain Provisions Applicable to Awards
12
(a)
(b)
(c)
(d)
Stand-Alone, Additional, Tandem, and Substitute Awards
12
Term of Awards
12
Form and Timing of Payment under Awards; Deferrals
13
Exemptions from Section 16(b) Liability
13
8.
Change in Control
13
(a)
(b)
(c)
Effect of “Change in Control”
13
Definition of “Change in Control”
14
Definition of “Change in Control Price”
14
9.
General Provisions
14
(a)
(b)
(c)
(d)
(e)
Compliance with Legal and Other Requirements
14
Limits on Transferability; Beneficiaries
15
Adjustments
15
Taxes
16
Changes to the Plan and Awards
16
Exhibit 10.14
1997 Incentive Compensation Plan
2
Page
1.
Purpose
3
2.
Definitions
3
3.
Administration
5
(a)
Authority of the Committee
5
(b)
Manner of Exercise of Committee Authority
5
(c)
Limitation of Liability
6
4.
Limitations on Plan Awards.
6
(