Amendment to the 1999 Independent Director Share Ownership Plan

Summary

This amendment, adopted by the Board of Directors on February 29, 2000, modifies the 1999 Independent Director Share Ownership Plan. It allows the Board to grant new independent directors a flexible number of company shares, with a minimum of 1,000 shares or shares valued at $15,000, subject to the Plan's overall limits. Additionally, 50,000 shares of common stock are reserved for issuance under the Plan. Company officers are authorized to take necessary actions to implement these changes.

EX-10.12 4 dex1012.txt AMD. TO THE 1999 IND. DIRECTOR SHARE OWNERSHIP PL EXHIBIT 10(12) AMENDMENT TO THE 1999 INDEPENDENT DIRECTOR SHARE OWNERSHIP PLAN ADOPTED ON FEBRUARY 29, 2000 WHEREAS by resolutions adopted on January 19, 1999 and September 22, 1999 the Board of Directors established a plan for the grant of stock options to independent members of the Board of Directors (the "Plan"); NOW, THEREFORE, BE IT RESOLVED, that such Plan shall be known as the 1999 Independent Director Share Ownership Plan; and RESOLVED FURTHER that in order to provide flexibility in the number of shares to be granted to a new director the Plan is hereby amended to permit the issuance under the Plan of such number of shares to a new independent director as the Board may deem appropriate (but not less than 1,000 shares, or if less, shares having a market value of $15,000) provided such grant does not violate the provisions of the Plan with regard to the maximum number of shares which may be granted under the Plan or to a single director; and RESOLVED FURTHER that 50,000 shares of the Company's $1.00 par value Common Stock shall be reserved for issuance under the Plan, registered under the Securities Act of 1933 on Form S-8 and listed on the New York Stock Exchange; and RESOLVED FURTHER that the officers of the Company are authorized and directed to take all such action as may be necessary or appropriate in order to carry out the intent of these resolutions.