Fill and Sign the Sec Info Rbc Funds Trust N Px for 63005 Form

DISCLOSURES AND NOTICES§24.557 December 199824-242A ANNEX B CAMCO INTERNATIONAL INC. Stock Option Plan For Nonemployee Directors ARTICLE IP URPOSES The purposes of the Camco International Inc. Stock Option Plan for Nonemployee Directors (the “Plan”) are to attract and retain the services of experienced and knowledgeable nonemployee directors of Camco International Inc. (the “Corporation”) and to provide an incentive for such directors to increase their proprietary. interests in the Corporation’s long-term success and progress. ARTICLE II S HARES SUBJECT TO THE PLAN Subject to adjustment in accordance with Article VI hereof, the total number of share s of the Corporation’s common stock, par value $.01 per share (the “Common Stock”), which may be delivere d upon the exercise of options granted under the Plan is 100,000 (the “Shares”). The Shares shall be sha res of Common Stock presently authorized but unissued or subsequently acquired by the Corporation. In the event that an option for Shares granted under the Plan shall terminate, expire or be cancelled or forfeited without being exercised in whole or in part, new options for Shares may be granted covering such unexercised shares. ARTICLE III A DMINISTRATION OF THE PLAN The administrator of the Plan (the “Plan Administrator”) shall be the Board of Direct ors of the Corporation (the “Board”) or any designated committee thereof. Subject to the terms of the Plan, the Plan Administrator shall have the power to construe the provisions of the Plan, to determine al l questions arising thereunder and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. No member of the Plan Administrator shall participate in any vote by the Plan Administrator on any matter materially affecting the rights of any such member under the Plan. ARTICLE IV P ARTICIPATION IN THE PLAN Each member of the Board elected, or appointed, who is not otherwise an employee of the Corporation or subsidiary corporation (an “Eligible Director”) shall automatically receive a one -time grant of an option (the “Initial Grant”) to purchase 1,000 shares, such grant to be received on the 30th day following the later of (x) the consummation of the Corporation’s initial public offering of Common Stock (the “IPO”) pursuant to t he Registration Statement on Form S-I filed with the Securities and Exchange Commission on October 6, 1993 or (y) such member’s initial election or appointment to the Board, and shall also re ceive an annual grant of an option (the “Annual Grant”) to purchase 1,000 shares on the 30th day following each Annual Meeting of Stockholders (as described in the Corporation’s By-laws) commencing with the first Annual Meeti ng of Stockholders after the IPO, provided such member continues to be a member of the Board on such 30th day. §24.557PROXY STATEMENTS: STRATEGY & FORMS 24-242B © 1996 Jefren Publishing Company, Inc ARTICLE V O PTION TERMS Each option granted to an Eligible Director under the Plan and the issuances of Sha res thereunder shall be subject to the following terms: 1. Option Agreement Each option to acquire Shares granted under the Plan shall be evidenced by an option agre ement (an “Agreement”) duly executed on behalf of the Corporation. Each Agreement shall comply wit h and be subject to the terms and conditions of the Plan. Any Agreement may contain such other terms, provisions a nd conditions not inconsistent with the Plan as may be determined by the Plan Administrator. 2. Option Exercise Price The option exercise price for an option granted under the Plan shall be the fair market value of the Shares covered by the option at the time the option is granted, except that the e xercise price for an option granted on the 30th day following the consummation of the IPO shall be the initial public offering price per share of Common Stock in the IPO for each share covered by the option so granted. For purposes of the Pl an, “fair market value” on a date shall be the average of the high and low sales prices at which the Common Stock was sold on such date on the New York Stock Exchange or, if no Common Stock was traded on such date , on the next preceding date on which Common Stock was so traded. 3. Vesting and Exercisability An option shall become fully vested and become nonforfeitable (i) in three equal annua l installments (rounding to the nearest Share for the first two installments, with the remaining balance vesting on the third installment) beginning on the first anniversary of the date of the grant of the option, provided that an installment shall vest only if the optionee has continued to serve as an Eligible Director unti l the applicable anniversary, or (ii) immediately upon the death, disability or retirement of the optionee or upon the occurrence of a Change of Control; provided that in no event will any director be entitled to receive any payment in exc ess of the amount permitted to be paid without penalty under Section 4999 of the Internal Revenue Code of 1986, as amended, and clause (ii) above shall not apply upon the occurrence of a Change of Control to any opti on granted to a participant if, in connection with a Change of Control pursuant to clause (1) of the defi nition thereof, such participant is the Person or forms part of the Person referred to in such clause (1). A “Change of Control” shall be deemed to have occurred if (1) any Person (as defined below), other than a Designated Person (a s defined below), is or becomes the Beneficial Owner (as defined below) of securities of the Corpora tion representing 30% or more of the Voting Power (as defined below), (2) there shall occur a change in the composi tion of a majority of the Board within any period of four consecutive years which change shall not have been approved by a majority of the Board as constituted immediately prior to the commence ment of such period, (3) at any meeting of the stockholders of the Corporation called for the purpose of electing directors, m ore than one of the persons nominated by the Board for election as directors shall fail to be electe d or (4) the stockholders of the Corporation approve a merger, consolidation, sale of substantially all assets or other reorganiz ation of the Corporation, other than a reincorporation, in which the Corporation does not survive. For purposes of this Section 3, (i) “Person” shall have the meaning set forth in Sections 3(a)(9) a nd 13 (d)(3) of the Securities Exchange Act of 1934, as in effect on September 1, 1993, (ii) “Benefici al Owner” shall have the meaning set forth in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 on September 1, 1993; (iii) “Voting Power” shall mean the voting power of the outstanding securities of t he Corporation having the right under ordinary circumstances to vote at an election of the Board; a nd (iv) “Designated Person” shall mean any one or more of (A) Pearson plc (“Pearson”) or any of its affiliates, (B) a ny Person that includes Pearson or any of its affiliates and (C) any Person whose Beneficial Ownership of securities re presenting 30% or more of the Voting Power is a result of such Person acquiring securities as an underwriter in an underwritten DISCLOSURES AND NOTICES§24.557 December 199824-242C public offering of such securities. §24.557PROXY STATEMENTS: STRATEGY & FORMS 24-242D © 1996 Jefren Publishing Company, Inc For purposes of the Plan “retirement” means cessation as a director of the Corporation ot her than on account of any act of (i) fraud or intentional misrepresentation or (ii) embezzlement , misappropriation or conversion of assets or opportunities of the Corporation or any direct or indirect majority-owned subsi diary of the Corporation. 4. Time and Manner of Exercise of Option Each vested option may be exercised in whole or in part at any time and from time to time; provided, however, that no fewer than 100 Shares (or the remaining Shares then purchasable under the option, i f less than 100 Shares) may be purchased upon any exercise of option rights hereunder and that only whole Shares wi ll be issued pursuant to the exercise of any option. Any vested option may be exercised by giving written notice, signed by the person exercisi ng the option, to the Corporation stating the number of Shares with respect to which the option is being exercised, accompanied by (i) payment in full for such Shares, which payment may be in whole or in part (A) in cash or by check or (B) in shares of Common Stock already owned by the person exercising the option or (ii) an election to pay in full for such Shares by having the Corporation withhold shares of Common Stock otherwise issuable to such person as a result of the exercise of such option (“cashless exercise”). Shares of comm on Stock so delivered or withheld shall be valued at fair market value at the time of such exercise. 5. Term of Options Each option shall expire ten (10) years from the date of the granting thereof, but shall be subject to earlier termination in the event that an optionee ceases to be a dire ctor of the Corporation for any reason other than the retirement, death or disability of the optionee or upon a Change of Control. Upon the retirement or disability of the optionee or upon a Change of Control, the vested options granted to such optione e may be exercised by him or her only within thirty-six months after the date such optionee ceases to be a director of the Corporation. Upon the death of the optionee prior to retirement or disability or a Change of Control, the vested options granted to such optionee may be exercised only within twelve months thereafter. i n the event of the death of an optionee, whether during the optionee’s service as a director or during the period refe rred to in the second preceding sentence, the vested options granted to such optionee shall be exerci sable by the legal representatives or the estate of such optionee, by any person or persons whom the optionee shall have designated in writing on forms prescribed by and filed with the Corporation or, if no such designa tion has been made, by the person or persons to whom the optionee’s fights have passed by will or the laws of desc ent and distribution. 6. Transferability During an optionee’s lifetime, a vested option may be exercised only by the optionee. Options granted under the Plan and the rights and privileges conferred thereby shall not be subject t o execution, attachment or similar process and may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the applicable laws of descent a nd distribution except that, to the extent permitted by applicable law and Rule 16b-3 promulgated under Sec tion 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a recipient of an option may desi gnate in writing during the optionee’s lifetime a beneficiary to receive and exercise options in the event of the optionee’s death (as provided in Section 5). Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any option under the Plan or of any fight or privilege conferred thereby, contrary to the provisions of the Plan, or the sale or levy or any attachment or similar process upon the rights and privileges conferred hereby, shall be null and void. 7. Participant’s or Successor’s Rights as Stockholder Neither the recipient of an option under the Plan nor the optionee’s successor(s) in interest shall have DISCLOSURES AND NOTICES§24.557 December 199824-242E any rights as a stockholder of the Corporation with respect to any Shares subject to an option granted to such person until such person becomes a holder of record of such Shares. §24.557PROXY STATEMENTS: STRATEGY & FORMS 24-242F © 1996 Jefren Publishing Company, Inc 8. Limitation as to Directorship Neither the Plan nor the granting of an option nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that an opt ionee has a right to continue as a director for any period of time or at any particular rate of compensation. 9. Regulatory Approval and Compliance The Corporation shall not be required to issue any certificate or certificates for Sha res upon the exercise of an option granted under the Plan, or record as a holder of record of Shares the name of the i ndividual exercising an option under the Plan, without obtaining to the complete satisfaction of the Plan Administrator the approval of all regulatory bodies deemed necessary by the Plan Administrator, and without complying, to the Plan Administrator’s complete satisfaction, with all rules and regulations under Federal , state or local law deemed applicable by the Plan Administrator. 10. Withholding Whenever the Corporation proposes or is required to issue or transfer shares of Common Stock under the Plan, the Corporation shall have the right to require the holder to pay an amount i n cash or to retain or sell without notice, or demand surrender of, shares of Common Stock in value sufficient to satisfy any Federal, state or local withholding tax liability (“Withholding Tax”) prior to the delivery of any certificate for such shares (or remainder of shares if Common Stock is retained to satisfy such tax liability). Whe never under the Plan payments are to be made in cash, such payments shall be net of an amount sufficient to satisfy any Federal, state or local withholding tax liability. Whenever Common Stock is so retained or surrendered to satisfy Withholding Tax, the value of shares of Common Stock so retained or surrendered shall be the fair market value on the date that the amount of the Withholding Tax is to be determined, and the value of shares of Common Stock so sold shall be the actual net proceeds (after deduction of commissions) received by the Corporation from such sale. ARTICLE VI C APITAL ADJUSTMENTS The aggregate number and class of Shares for which options may be granted under the Plan, t he number and class of Shares covered by each Initial Grant and Annual Grant and each outstanding option and the exercise price per Share thereof (but not the total price) shall all be appropriate ly adjusted by the Plan Administrator for any stock dividends, stock splits, recapitalizations, combinations, exchange s of shares, mergers, consolidation, liquidations, split-ups, split-offs, spin-offs, or other similar changes in capi talization, or any distribution to stockholders, including a rights offering, other than regular cash dividends, change s in the outstanding stock of the Corporation by reason of any increase or decrease in the number of issued sha res of Common Stock resulting from a split-up or consolidation of shares or any similar capital a djustment or the payment of any stock dividend, any share repurchase at a price in excess of the market pri ce of the Common Stock at the time such repurchase is announced or other increase or decrease in the number of such shares, provided that counsel to the Corporation has determined that such adjustment will not c ontravene the requirements of Rule 16b-3(c)(2)(ii) of the Exchange Act. In the event of any adjustment in the number of Shares covered by any option, any fractional Shares resulting from such adjustment shall be disregarded and each such option shall cover only the number of full Shares resulting from such adjustment. DISCLOSURES AND NOTICES§24.557 July 199824-242E ARTICLE VII E XPENSES OF THE PLAN All costs and expenses of the adoption and administration of the Plan shall be borne by the Corporation; none of such expenses shall be charged to any optionee. ARTICLE VIII E FFECTIVE DATE AND DURATION OF THE PLAN The Plan shall be effective immediately upon approval of the Corporation’s stockholder. The Plan shall continue in effect until December 31, 2003, or such earlier date as it is terminated by action of the Board or the Corporation’s stockholder(s), but such termination shall not affect the then outstanding terms of any options. ARTICLE IX T ERMINATION AND AMENDMENT OF THE PLAN The Board may amend, terminate or suspend the Plan at any time, in its sole and absolute discretion; provided, however, that (i) no amendment shall increase the number of Shares that may be issued under the Plan, other than pursuant to Article VI, without stockholder approval and (ii) to the extent required to qualify the Plan under Rule 16b-3 promulgated under Sect ion 16(b) of the Exchange Act, no amendment may be made more than once every six (6) months. Camco International, Inc. 3/30/94