Del Global Technologies Corp. Amended and Restated Stock Option Plan (as of January 1, 1994, amended December 14, 2000)

Summary

Del Global Technologies Corp. has established an Amended and Restated Stock Option Plan to provide eligible employees, directors, and consultants with stock options as incentives to promote the company's long-term success. The plan is administered by a committee that determines who receives options, the terms of the options, and how many shares are available. Options may be granted as either incentive stock options (ISOs) or non-qualified stock options, with specific rules for pricing and eligibility. The plan also allows for stock appreciation rights and sets out conditions for vesting, exercise, and amendment.

EX-4.11 5 b320871_ex4-11.txt AMENDED AND RESTATED STOCK OPTION PLAN EXHIBIT 4.11 DEL GLOBAL TECHNOLOGIES CORP. AMENDED AND RESTATED STOCK OPTION PLAN (As adopted effective as of January 1, 1994 and as amended December 14, 2000) 1. Purpose of the Plan This is the controlling and definitive statement of the Del Global Technologies Corp. Stock Option Plan (hereinafter called the PLAN). The purpose of the PLAN is to advance the interests of the COMPANY by providing ELIGIBLE PARTICIPANTS with financial incentives to promote the success of its long-term business objectives, and to increase their proprietary interest in the success of the COMPANY. It is the intent of the COMPANY to reward those ELIGIBLE PARTICIPANTS who have a significant impact on improved long-term corporate achievements. Inasmuch as the PLAN is designed to encourage financial performance and to improve the value of shareholders' investments in DEL, the costs of the PLAN will be funded from corporate earnings. 2. Plan Administration The PLAN shall be administered by the COMMITTEE, which shall be constituted in such a manner as to comply with the rules governing a plan intended to qualify as a discretionary plan under RULE 16b-3. Subject to the provisions of the PLAN, the COMMITTEE shall have full and final authority, in its sole discretion: (a) to determine the ELIGIBLE PARTICIPANTS to whom OPTIONS shall be granted and the number of shares of COMMON STOCK to be awarded under each OPTION, based on the recommendation of the CHIEF EXECUTIVE OFFICER (except that awards to the CHIEF EXECUTIVE OFFICER shall be based on the recommendation of the BOARD OF DIRECTORS); (b) to determine the time or times at which OPTIONS shall be granted; (c) to designate the OPTIONS being granted as ISOs or NON-QUALIFIED STOCK OPTIONS; - ---------------------------- Capitalized words are defined in Section 18 hereof. (d) to vary the OPTION vesting schedule described in Section 9 hereof; (e) to determine the terms and conditions, not inconsistent with the terms of the PLAN, of any OPTION granted hereunder (including, but not limited to, the consideration and method of payment for shares purchased upon the exercise of an OPTION, and any vesting acceleration or exercisability provisions in the event of a CHANGE IN CONTROL or TERMINATION), based in each case on such factors as the COMMITTEE shall deem appropriate; (f) to approve forms of agreement for use under the PLAN; (g) to construe and interpret the PLAN and any related OPTION agreement and to define the terms employed herein and therein; (h) except as provided in Section 16 hereof, to modify or amend any OPTION or to waive any restrictions or conditions applicable to any OPTION or the exercise thereof; (i) except as provided in Section 16 hereof, to prescribe, amend and rescind rules, regulations and policies relating to the administration of the PLAN; (j) except as provided in Section 16 hereof, to suspend, terminate, modify or amend the PLAN; (k) to delegate to one or more agents such administrative duties as the COMMITTEE may deem advisable, to the extent permitted by applicable law; and (l) to make all other determinations and take such other action with respect to the PLAN and any OPTION granted hereunder as the COMMITTEE may deem advisable, to the extent permitted by law. 3. Shares of Stock Subject to the Plan There shall be reserved for use under the PLAN and for the grant of any other incentive awards pursuant to the PLAN (subject to the provisions of Section 12 hereof) a total of 2,624,293 shares of COMMON STOCK , which shares may be authorized but unissued shares of COMMON STOCK or issued shares of COMMON STOCK which shall have been reacquired by DEL. If any OPTION expires or terminates for any reason without having been exercised in full, then any unexercised shares which were subject to such OPTION (except shares as to which a related TANDEM SAR has been exercised) shall again be available for the future grant of OPTIONS under the PLAN (unless the PLAN has terminated). In addition, shares may be reused or added back to the PLAN to the extent permitted by applicable law. 2 4. Eligibility OPTIONS will be granted only to ELIGIBLE PARTICIPANTS. ISOs will be granted only to EMPLOYEES. The COMMITTEE, in its sole discretion, may grant OPTIONS to an ELIGIBLE PARTICIPANT who is a resident or citizen of a foreign country, with such modifications as the COMMITTEE may deem advisable to reflect the laws, tax policy or customs of such foreign country. The PLAN shall not confer upon any OPTIONEE any right to continuation of employment, service as a DIRECTOR or consulting relationship with the COMPANY; nor shall it interfere in any way with the right of the OPTIONEE or the COMPANY to terminate such employment, service as a DIRECTOR or consulting relationship at any time, with or without cause. 5. Designation of Options At the time of the grant of each OPTION under this PLAN, the COMMITTEE shall determine whether such OPTION is to be designated as an ISO or a NON-QUALIFIED STOCK OPTION; provided, however, that ISOs may be granted only to EMPLOYEES. Notwithstanding such designation, to the extent that the aggregate FAIR MARKET VALUE (determined for each share as of the date of grant of the OPTION covering each share) of the shares with respect to which OPTIONS ISOs become exercisable for the first time by any OPTIONEE during any calendar year exceeds $100,000, such OPTIONS shall be treated as NON-QUALIFIED STOCK OPTIONS. OPTIONS shall be awarded at no cost to the OPTIONEE. 6. Option Price The OPTION PRICE of the COMMON STOCK under each OPTION issued shall be the FAIR MARKET VALUE of the COMMON STOCK on the date of grant with respect to ISOs. The OPTION PRICE of the COMMON STOCK under each OPTION issued shall be equal to, more than, or less than the FAIR MARKET VALUE of the COMMON STOCK on the date of grant with respect to NON-QUALIFIED STOCK OPTIONS. No ISO shall be granted to an EMPLOYEE who, at the time the ISO is granted, owns (actually or constructively under the provisions of Section 424(d) of the CODE) stock possessing more then ten (10%) percent of the total combined voting power of all classes of stock of the COMPANY, unless the OPTION PRICE is at least 110% of the FAIR MARKET VALUE (determined as of the time the ISO is granted) of the shares of COMMON STOCK subject to the ISO and the ISO by its terms is not exercisable more than five (5) years from the date it is granted. 3 7. Stock Appreciation Rights At the discretion of the COMMITTEE, an OPTION may be granted with or without a TANDEM SAR which permits the OPTIONEE to surrender unexercised an OPTION or portion thereof and to receive in exchange a payment having a value equal to the difference between (x) the FAIR MARKET VALUE of the COMMON STOCK covered by the surrendered portion of the OPTION on the date the SAR is exercised and (y) the OPTION PRICE for such COMMON STOCK. The SAR is subject to the same terms and conditions as the related OPTION, except that (i) the SAR may be exercised only when there is a positive spread (i.e., when the FAIR MARKET VALUE of the COMMON STOCK subject to the OPTION exceeds the OPTION PRICE), and (ii) if the OPTIONEE is a SECTION 16 OFFICER, DIRECTOR or other person whose transactions in the COMMON STOCK are subject to Section 16(b) of the EXCHANGE ACT, the SAR may be exercised only during the period beginning on the third (3rd) business day following the date of release of the COMPANY's quarterly or annual statement of earnings and ending on the twelfth (12th) business day following such date. Upon the exercise of a SAR, the number of shares subject to exercise under the related OPTION shall be automatically reduced by the number of shares represented by the OPTION or portion thereof surrendered. No payment will be required from the OPTIONEE upon the exercise of a SAR, except that any amount necessary to satisfy applicable federal, state or local tax requirements shall be withheld. 8. Terms of Options The term of each ISO shall be for ten (10) years from the date of grant, subject to earlier termination as provided in Section 10 hereof and subject to the provisions of Section 6 hereof. The term of each NON-QUALIFIED STOCK OPTION shall be fifteen (15) years from the date of grant, subject to earlier termination as provided in Section 10 hereof. All OPTIONS granted heretofore under the NON-QUALIFIED STOCK OPTION PLAN shall have a term of fifteen (15) years from the date of grant. Any stock options expiring within the period during which the Company's shares are suspended from trading on the NASDAQ Stock Market shall be subject to an extension of 6 months from the earlier of (i) the date trading resumes on a recognized National exchange or (ii) the filing of the Company's Form 10K for the fiscal year ended July 29, 2000, Forms 10K for the first two quarters of fiscal 2001, and any other required filings. Any provision of the PLAN to the contrary notwithstanding, no OPTION shall be exercised after the time limitations stated in this Section 8. 9. Limitations on Exercise; Withholding for Taxes Subject to amendment by the COMMITTEE, each OPTION granted under the PLAN shall become exercisable and vested only to the following extent: (i) up to twenty-five (25%) percent of the OPTIONS granted may be exercised on or after the first (1st) anniversary of the date of grant; (ii) up to fifty (50%) percent of the OPTIONS granted may be exercised on or after the second (2nd) anniversary of the date of grant; (iii) up to seventy-five (75%) percent of the OPTIONS granted may be exercised on or after the third (3rd) anniversary of the date of grant; and (iv) up to one hundred (100%) percent of the OPTIONS granted may be exercised on or after the fourth (4th) anniversary of the date of grant. 4 In the event the COMPANY is required to withhold any federal, state or local taxes in respect of (i) any compensation income realized by any OPTIONEE as a result of any disqualifying disposition of any shares of COMMON STOCK acquired upon exercise of an ISO granted hereunder, (ii) any shares of COMMON STOCK acquired upon exercise of a NON-QUALIFIED STOCK OPTION, or (iii) any payment made upon exercise of a SAR, the COMPANY shall deduct from any payments of any kind otherwise due to such OPTIONEE the aggregate amount of federal, state or local taxes required to be so withheld or, if such payments are insufficient to satisfy such federal, state or local taxes, or if no such payments are due or to become due to such OPTIONEE, then such OPTIONEE will be required to pay the COMPANY, or make other arrangements satisfactory to the COMPANY regarding payment to the COMPANY of, the aggregate amount of such taxes. All matters with respect to the total amount of taxes to be withheld in respect of any such compensation income shall be determined by the COMMITTEE in its sole discretion. 10. Termination of Employment or Relationship with the Company (a) In the event of a TERMINATION by reason of a discharge or TERMINATION FOR CAUSE, any unexercised OPTIONS theretofore granted to an OPTIONEE under the PLAN shall forthwith terminate. (b) In the event of a TERMINATION by reason of RETIREMENT, all OPTIONS held by the OPTIONEE, to the extent that such OPTIONS have not previously expired or been exercised, shall become fully exercisable and vested, notwithstanding the provisions of Section 9 hereof, and the OPTIONEE shall have the right to exercise such OPTIONS in full at any time within their respective terms or within five (5) years after such RETIREMENT, whichever is shorter. This five-year period shall be extended if an OPTIONEE remains on the BOARD OF DIRECTORS after RETIREMENT. In such case, the OPTIONS may be exercised as long as the OPTIONEE remains a DIRECTOR and for a period of six (6) months thereafter, or within five (5) years after RETIREMENT, whichever is longer; provided, however, that no OPTION may be exercised after the expiration of its term. Notwithstanding the foregoing, any ISOs held by the OPTIONEE may be exercised only within their respective terms or within three (3) months after RETIREMENT, whichever is shorter. (c) In the event of a TERMINATION by reason of disability or death, all OPTIONS held by the OPTIONEE, to the extent that such OPTIONS have not previously expired or been exercised, shall become fully exercisable and vested, notwithstanding the provisions of Section 9 hereof, and the OPTIONEE (or the OPTIONEE'S estate or a person who acquired the right to exercise such OPTIONS by bequest or inheritance) shall have the right to exercise such OPTIONS at any time within their respective terms or within three (3) years after the date of such TERMINATION, whichever is shorter. The term "disability" shall, for the purposes of these Rules, be defined in Section 22(e)(3) of the CODE. 5 (d) In the event of a TERMINATION by reason of a divestiture or change in control of a subsidiary of DEL, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the CODE, all OPTIONS held by the OPTIONEE, to the extent that such OPTIONS have not previously expired or been exercised, shall become fully exercisable and vested, notwithstanding the provisions of Section 9 hereof, and the OPTIONEE shall have the right to exercise such OPTIONS in full at any time within their respective terms or within three (3) years after such TERMINATION, whichever is shorter. This three-year period shall be extended if an OPTIONEE remains on the BOARD OF DIRECTORS after such TERMINATION. In such case, the OPTIONS may be exercise as long as the OPTIONEE remains a DIRECTOR and for a period of six (6) months thereafter, or within three (3) years after such TERMINATION, whichever is longer; provided, however, that no OPTION may be exercised after the expiration of its term. Notwithstanding the foregoing, any ISOs held by the OPTIONEE may be exercised only within their respective terms or within three (3) months after such TERMINATION, whichever is shorter. (e) In the event of a TERMINATION for any reason other than those specified in subparagraphs (a) through (d) above, any unexercised OPTION or OPTIONS granted under the PLAN shall be deemed cancelled and terminated forthwith, except that the OPTIONEE may exercise any unexercised OPTIONS theretofore granted which are otherwise exercisable and vested within the provisions of Section 9 hereof, during the balance of their respective terms or within nine (9) months of such TERMINATION, whichever is shorter. (f) Notwithstanding the provisions of subparagraphs (a) through (e) above, the COMMITTEE may, in its sole discretion, establish different terms and conditions pertaining to the effect of TERMINATION, to the extent permitted by applicable federal and state law. 11. Payment for Shares Upon Exercise of Options The exercise of any OPTION shall be contingent upon receipt by the COMPANY of (i) cash, (ii) check, (iii) shares of COMMON STOCK, (iv) an executed exercise notice together with irrevocable instructions to a broker to either sell the shares subject to the OPTION or hold such shares as collateral for a margin loan and to promptly deliver to the COMPANY the amount of sale or loan proceeds required to pay the OPTION PRICE, (v) any combination of the foregoing in an amount equal to the full OPTION PRICE of the shares being purchased, or (vi) such other consideration and method of payment, other than a note from the OPTIONEE, as the COMMITTEE, in its sole discretion, may allow (which, in the case of an ISO shall be determined at the time of grant), to the extent permitted by applicable law. For purposes of this paragraph, shares of COMMON STOCK that are delivered in payment of the OPTION PRICE must have been previously owned by the OPTIONEE for a minimum of one year, and shall be valued at their FAIR MARKET VALUE as of the date of the exercise of the OPTION. 12. Adjustments Upon Changes in Number or Value of Shares of Common Stock If there are any changes in the number or value of shares of COMMON STOCK by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations or other events that materially increase or decrease the number or value of issued and outstanding shares of COMMON STOCK, the COMMITTEE may make such adjustments as it shall deem appropriate, to prevent dilution or enlargement of rights, in (i) the number of shares of COMMON STOCK available for future grants of OPTIONS under the PLAN, (ii) the number of shares of COMMON STOCK covered by OPTIONS then outstanding, and (iii) the price per share of COMMON STOCK covered by each such outstanding OPTION. 6 13. Non-Transferability of Options An OPTION shall not be transferable by the OPTIONEE otherwise than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the CODE, Title I of ERISA or the rules thereunder. During the lifetime of the OPTIONEE, an OPTION may be exercised only by the OPTIONEE or by an alternate payee under qualified domestic relations order. Notwithstanding the foregoing, the COMMITTEE may, in its discretion, establish different terms of transferability, to the extent permitted by applicable law. 14. Change in Control Upon the occurrence of a CHANGE IN CONTROL (as defined below): (a) Any time periods relating to the exercise of any OPTION granted hereunder shall be accelerated so that such OPTION may be immediately exercised in full; and (b) The COMMITTEE may offer any OPTIONEE the option of having the COMPANY purchase his or her OPTION for an amount of cash which could have been attained upon the exercise of such OPTION had it been fully exercisable; unless the COMMITTEE in its sole discretion determines that such CHANGE IN CONTROL will not adversely impact the OPTIONEES of OPTIONS hereunder and is in the best interests of the shareholders of DEL. The COMMITTEE may make such further provisions with respect to a CHANGE IN CONTROL as it shall deem equitable and in the best interests of the shareholders of DEL. Such provision may be made in any agreement relating to any OPTION granted hereunder, by amendment to any such agreement or by resolution of the COMMITTEE. The phrase "CHANGE IN CONTROL" shall have such meaning as ascribed thereto from time to time by the COMMITTEE and set forth in any agreement relating to any OPTION granted hereunder or by resolution of the COMMITTEE; provided, however, that, notwithstanding the foregoing, a "CHANGE IN CONTROL" shall be deemed to have occurred if: (a) any "person" (as such term is used in Section 13(d) and 14(d)(2) of the EXCHANGE ACT, but excluding any benefit plan for EMPLOYEES or any trustee, agent or other fiduciary for any such plan acting in such person's capacity as such fiduciary), directly or indirectly, becomes the beneficial owner of securities of DEL representing twenty percent (20%) or more of the combined voting power of DEL's then outstanding securities; (b) during any two consecutive years, individuals who at the beginning of such a period constitute the BOARD OF DIRECTORS cease for any reason to constitute at least a majority of the BOARD OF DIRECTORS, unless the election, or the nomination for election by the shareholders of DEL, of each new DIRECTOR was approved by a vote of at least two-thirds (b) of the DIRECTORS then still in office who were DIRECTORS at the beginning of the period; or (c) the shareholders of DEL shall have approved (i) any consolidation or merger of DEL in which DEL is not the continuing or surviving corporation or pursuant to which shares of COMMON STOCK are converted into cash, securities or other property, other than a merger of DEL in which the holders of the COMMON STOCK immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, (ii) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the COMPANY, or (iii) any plan or proposal for the liquidation or dissolution of DEL. 7 15. Listing and Registration of Shares Each OPTION shall be subject to the requirement that if at any time the COMMITTEE shall determine in its discretion, that the listing, registration or qualification of the shares covered thereby under any securities exchange or under any state or federal law or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of such OPTION or the issue or purchase of shares thereunder, such OPTION may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the COMMITTEE. 16. Amendment and Termination of the Plan and Options The BOARD OF DIRECTORS or the COMMITTEE may at any time suspend, terminate, modify or amend the PLAN in any respect; provided, however, that, to the extent necessary and desirable to comply with RULE 16b-3 or with Section 422 of the CODE (or any other applicable law or regulation, including the requirements of any stock exchange on which the COMMON STOCK is listed or quoted), shareholder approval of any PLAN amendment shall be obtained in such a manner and to such a degree as is required by the applicable law or regulation. No suspension, termination, modification or amendment of the PLAN may, without the consent of the OPTIONEE, adversely affect his or her rights under OPTIONS theretofore granted to such OPTIONEE. In the event of amendments to the CODE or applicable rules or regulations relating to ISOs subsequent to the date hereof, the COMPANY may amend the PLAN, and the COMPANY and OPTIONEES holding OPTION agreements may agree to amend outstanding OPTION agreements, to conform to such amendments. The COMMITTEE may make such amendments or modifications in the terms and conditions of any OPTION as it may deem advisable, or cancel or annul any grant of an OPTION; provided, however, that no such amendment, modification, cancellation or annulment may, without the consent of the OPTIONEE, adversely affect his or her rights under such OPTION; and provided, further, the COMMITTEE may not reduce the OPTION PRICE or purchase price of any OPTION below the original OPTION PRICE or purchase price. Notwithstanding the foregoing, the COMMITTEE reserves the right, in its sole discretion, to (i) convert any outstanding ISOs to NON-QUALIFIED STOCK OPTIONS, (ii) to require a OPTIONEE to forfeit any unexercised or unpurchased OPTIONS, any shares received or purchased pursuant to an OPTION, or any gains realized by virtue of the receipt of an OPTION in the event that such OPTIONEE competes against the COMPANY, and (iii) to cancel or annul any grant of an OPTION in the event of a OPTIONEE's TERMINATION FOR CAUSE. For purposes of the PLAN, "TERMINATION FOR CAUSE' shall mean termination for cause which results from the commission of a felony, fraud, willful misconduct or gross negligence which has resulted or may result in material damage to the COMPANY, in the sole discretion of the COMMITTEE. 8 17. Effective Date of Program and Duration This PLAN shall become effective as of January 1, 1994. Upon this PLAN becoming effective, the COMPANY's existing NON-QUALIFIED STOCK OPTION PLAN will be amended and restated, so that the stock option provisions contained in this PLAN will apply to all stock options granted under the existing NON-QUALIFIED STOCK OPTION PLAN. Unless terminated sooner pursuant to Section 16 hereof, the PLAN shall terminate on December 31, 2009. 18. Definitions a. BOARD OF DIRECTORS means the Board of Directors of DEL. b. CHANGE IN CONTROL has the meaning set forth in Section 14 hereof. c. CHIEF EXECUTIVE OFFICER means the Chief Executive Officer of DEL. d. CODE means the Internal Revenue Code of 1986, as amended from time to time. e. COMMITTEE means the committee appointed by the BOARD OF DIRECTORS from time to time to administer the PLAN and to serve at the pleasure of the BOARD OF DIRECTORS, or any successor to such committee. f. COMMON STOCK means common shares of DEL with a par value of $.10 per share. g. COMPANY means DEL, and any parent corporation (as defined in Section 424(e) of the CODE) or subsidiary corporation (as defined in Section 424(f) of the CODE). h. CONSULTANT means any person, including an advisor, who is engaged by the COMPANY to render services. i. DEL means Del Global Technologies Corp., a New York corporation. j. DIRECTOR means any person who is a member of the BOARD OF DIRECTORS, including an advisory, emeritus or honorary director. 9 k. ELIGIBLE PARTICIPANT means any KEY EMPLOYEE. It also means, if so identified by the COMMITTEE, other EMPLOYEES, DIRECTORS, CONSULTANTS, employees or consultants of any affiliates of DEL, and other persons whose participation in the PLAN is deemed by the COMMITTEE to be in the best interests of the COMPANY. l. EMPLOYEE means any person who is employed by the COMPANY. The payment of a director's fee or consulting fee by the COMPANY shall not be sufficient to constitute "employment" by the COMPANY. m. ERISA means the Employee Retirement Income Security Act of 1974, as amended. n. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. o. FAIR MARKET VALUE means the closing price of the COMMON STOCK reported on the American Stock Exchange for the date specified for determining such value. p. ISO means an OPTION intended to qualify as an incentive stock option under Section 422 of the CODE. q. KEY EMPLOYEE means the Corporate Secretary, Treasurer, Vice Presidents and other executive officers of DEL above the rank of Vice President. It also means, if so identified by the COMMITTEE, executive officers of wholly-owned subsidiaries of DEL (including subsidiaries which become such after adoption of the PLAN) and any other key management employee of DEL or any wholly-owned subsidiary of DEL. r. NON-EMPLOYEE DIRECTOR means a DIRECTOR who is not an EMPLOYEE. s. NON-QUALIFIED STOCK OPTION means any OPTION which is not an ISO. t. NON-QUALIFIED STOCK OPTION PLAN means the COMPANY's Non-Qualified Stock Option Plan which was adopted by the COMPANY's BOARD OF DIRECTORS on September 26, 1985 and approved by the COMPANY's stockholders on December 10, 1985. u. OPTION means an option to purchase shares of COMMON STOCK granted under the PLAN. v. OPTIONEE means the ELIGIBLE PARTICIPANT receiving the OPTION, or his or her legal representative, legatees, distributees or alternate payees, as the case may be. 10 w. OPTION PRICE means the purchase price for the COMMON STOCK upon exercise of an OPTION. x. PLAN means this Stock Option Plan or any successor plan which the COMMITTEE may adopt from time to time with respect to the grant of OPTIONS under the PLAN. y. RETIREMENT means the actual retirement date of an Employee, which shall be determined by the COMMITTEE. z. RULE 16b-3 means Rule 16b-3 under the EXCHANGE ACT or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. aa. SAR means a stock appreciation right whose value is based on the increase in the FAIR MARKET VALUE of the COMMON STOCK covered by such right. bb. SECTION 16 OFFICER means any person who is designated by the BOARD OF DIRECTORS as an executive officer of DEL and any other person who is designated as an officer of DEL for purposes of Section 16 of the EXCHANGE ACT. cc. TANDEM refers to a SAR granted in conjunction with an OPTION. dd. TERMINATION occurs when an EMPLOYEE ceases to be employed by the COMPANY as a common law employee, when a DIRECTOR ceases to be a member of the BOARD OF DIRECTORS or when the relationship between the COMPANY and a CONSULTANT or other ELIGIBLE PARTICIPANT terminates, as the case may be. ee. TERMINATION FOR CAUSE has the meaning set forth in Section 16 hereof. 11