Amendment to 1993 Stock Plan for Non-Employee Directors (March 19, 2007)
This amendment updates the 1993 Stock Plan for Non-Employee Directors to address situations where a director resigns or accepts employment with a government or public service employer. If a director must divest their company stock or equity awards to comply with ethics or conflict of interest laws, the company will distribute all stock units in the director's account as soon as possible after resignation or upon receiving proof of the need to divest. The amendment ensures compliance with applicable laws for directors entering public service.
EXHIBIT 10.4
MARCH 19, 2007 AMENDMENT TO
THE 1993 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
The 1993 Stock Plan for Non-Employee Directors, as amended, is amended to include the following new Section 6.4.4:
6.4.4 Governmental Service.
(a) If an Eligible Director resigns as a director of the Company as a result of accepting employment at a governmental department or agency, self-regulatory agency or other public service employer (a “Governmental Employer”), then, provided that the Eligible Director provides the Company with satisfactory evidence demonstrating that as a result of such new employment the divestiture of the Eligible Director’s continued interest in Company equity awards or continued ownership of Stock is reasonably necessary to avoid the violation of U.S. federal, state or local or non-U.S. ethics law or conflicts of interest law applicable to the Eligible Director at such Governmental Employer, all Stock Units credited to the Eligible Director’s Stock Unit Account shall be distributed in accordance with Section 6.4.3 on or as soon as administratively practicable after the date of such Eligible Director’s resignation.
(b) If, following the termination of an Eligible Director’s service as a director of the Company, the Eligible Director accepts employment with a Governmental Employer then, provided that the Eligible Director provides the Company with satisfactory evidence demonstrating that as a result of such employment the divestiture of the Eligible Director’s continued interest in Company equity awards or continued ownership of Stock is reasonably necessary to avoid the violation of U.S. federal, state or local or non-U.S. ethics law or conflicts of interest law applicable to the Eligible Director at such Governmental Employer, all Stock Units credited to the Eligible Director’s Stock Unit Account shall be distributed in accordance with Section 6.4.3 on or as soon as administratively practicable after the date on which the Eligible Director provides the Company with such satisfactory evidence.
