Exhibit A
__________ CORPORATION AMENDED AND RESTATED
EMPLOYEES' STOCK PURCHASE PLAN
1. Establishment, Restatement, and Purpose. __________ Corporation (the "Company")
established, effective as of __________ __, _____, the __________ Corporation Employees' Stock
Purchase Plan (the "Plan").
The Company hereby amends and restates the Plan effective as of __________ __, _____,
except that persons (called "Reporting Employees" in the Plan) who are subject to the provisions of
Section 16(a) of the U.S. Securities Exchange Act of 1934 (the "Act") may not participate i n the
Plan, and the provisions in the Plan that relate to them shall not be effecti ve, until the Sign-up Period
first following approval of the Plan by the shareholders of the Company. The purpose of the Plan,
which is sponsored by the Company, is to promote identity with the Company and to afford eligi ble
employees of the Participating Companies (as defined in paragraph 17 hereof) and certa in other
employees as described in paragraph 3 below an opportunity (subject to the provisions of paragraphs
2, 6b, 16 and 19) to build equity and to participate in the success of their company through the
purchase and long-term holding of shares of Common Stock of the Company.
2. Amendment and Administration of the Plan. The Board of Directors of the Company may
make rules and regulations for carrying out the Plan and reserves the right to amend the Plan in
writing from time to time in such manner as it may deem advisable in its sole discretion, including in
response to the rules or regulations of any applicable governmental authority, provided, that approval
of the Plan by the shareholders of the Company is required for any amendment that will materially
modify the Plan's eligibility requirements or otherwise materially increase the be nefits accruing to
participants under the Plan. The interpretation and construction of any provision of the Pl an by the
Company shall be final and conclusive. The masculine gender, where appearing in the Plan, shall be
deemed to include the feminine gender, unless the context clearly indicates to the contrary.
3. Eligible Employees. Except as provided elsewhere in this paragraph 3, all full-time
employees of a Participating Company shall be eligible to participate in the Plan. Subject to approval
of the Plan by the shareholders of the Company, such employees may include Reporting Employe es.
Employees of a Participating Company may, at the discretion of the Participating Company,
participate in the Plan while assigned to duty outside their country of employment if it is intended
that they will resume full-time employment with a Participating Company withi n their country of
employment at a future date.
Any authorized temporary absence from active employment without pay by reason of short-term
disability, layoff, vacation, military leave or other authorized leave of absence will not affect empl oyee
eligibility, and in the event of such an absence while an employee is participating in the Plan he ma y, at his
option, deposit currently a sum or sums equal to the amount which would have been deducted during such
temporary absence. In such event, any required federal, state, local, social security or other withholding
taxes on applicable Participating Company contributions normally withheld from a participant's regular
salary or wages as described in paragraph 6, will, in the absence of such participant's regular salary or
wages, be withheld from such applicable Participating Company contributions.
4. Participation Periods. Each period for which employees may authorize deductions and for
which Participating Company matching contributions may be made shall be of six (6) m onths
duration commencing on each __________ __ and __________ __ and shall be referred to as a
"Participation Period," except that the "First Participation Period" for a Participating Company shall
be the first Participation Period that begins with a __________ __ or __________ __, or for a
Participating Company that enters the Plan on a date other than __________ __ or __________ __, it
shall run from the date the Participating Company first begins accepting employee payroll
deductions until the __________ ___ or __________ ___ which first follows such initial payroll
deduction date. The __________ __ through __________ __ period and the __________ __ through
____________ __ period preceding each Participation Period shall be referred to as a "Sign-up
Period." The period that precedes a Participating Company's First Participation Period sha ll be
referred to as the "Initial Sign-up Period." Notwithstanding anything to the contrary in this para graph
4 or elsewhere in the Plan, newly hired full-time employees are eligible to begin participating in the
Plan effective as of their date of hire.
5. Procedure for Participating Employee Payroll Deductions. Any employee who is eligible to
participate in this Plan may become a participant under the Plan by submitti ng to his employer during a
Signup or Initial Sign-up Period an Employees' Stock Purchase Plan Form (the "Authorization Form")
satisfactory to the Participating Company for the deduction of a portion of his salary or wa ges for each pay
period during subsequent Participation Periods, and the payment thereof to the Custodian as desc ribed in
paragraph 7. Deductions thus authorized for each pay period may be stated as a percentage of the
employee's pay period. Earnings or as a fixed currency amount, and may not exceed fifteen perc ent ( I S%)
of the employee's pay period earnings. In any event, authorized deductions for employees of U.S., Puerto
Rican or Canadian Participating Companies shall not be less than the following amounts per pay period:
Weekly paid employees. . . . . . . . . . . . . . . . . . . . . . $ ______
Semi-monthly paid employees . . . . . . . . . . . . . . . . . _______
Monthly paid employees . . . . . . . . . . . . . . . . . . . . . . _______
Authorized deductions for employees of European Participating Companies shall not be less than the following
amounts per pay period: United Kingdom Participating Companies … ___ Pounds French Participating Companies... ___ French Francs
Swiss Participating Companies …. ___Swiss Francs German Participating Companies………. ___ Francs
Dutch Participating Companies …… ___ Deutschemarks
The amount of an employee's payroll deductions, upon which the applicable percentage of
Participating Company contributions under the Plan is based, shall continue to be that spe cified by him in
the Authorization Form submitted by him under the Plan until he elects to increa se or decrease the amount
of his payroll deductions by submitting a new Authorization Form to his employer. Such a new e lection
may be made no more often than twice every Participation Period.
Subject to paragraph 11 hereof, a participant's payroll deductions under the Plan will continue so long
as the Plan continues in effect or until his death, termination of employment or ine ligibility to participate in
the Plan, or until discontinuance of his payroll deductions pursuant to notice given as speci fied in
paragraph 12 hereof.
"Earnings" means the employee's regular salary or wages, including locally paid incentive
remuneration from any Scanlon-type plan, overtime and vacation pay (before deductions required by law
and deductions authorized by the employee), but does not include any payments or contributions by the
Participating Company under this or any other employee benefit or pension plan, including bonuses under
the Company's Additional Compensation Plan and comparable incentive-type bonuses.
6. Participating Company Contributions. (a) Effective with a Participating Company's First Partici-
pation Period, and subject to the restrictions discussed below in sub-paragraphs (b) and (d), the
Participating Company will contribute in cash on behalf of each participant, over a period of five years, a
total of 50% of such participant's payroll deductions for a given calendar year. Shares of Com pany stock
purchased for a given calendar year shall be identified as "Class Shares" from such year (e.g., shares
purchased with 1994 payroll deductions would be identified as "1994 Class Shares") and each cale ndar
year for which shares are purchased shall be identified as a "Class Year."
The Participating Company's matching contributions with respect to a participant 's payroll deductions
used to purchase shares for a given Class Year will be calculated and contributed as follows:
- With respect to a participant's payroll deductions used to purchase Class Shares in and for the year
deducted (the "first year" or "Year 1"), the Participating Company will contribute during Ye ar 1
(semi-monthly or coincident with a participant's payroll period, if longer), on behalf of such
participant, 5% of each of the participant's payroll deductions used to purchase Company stoc k for
that year.
- In the next year ("Year 2"), the Participating Company will contribute each month, a n behalf of
the participant, 7% of 12 of the participant's total payroll deductions used to purchase
Company stock for the first year.
- In the third year ("Year 3"), the Participating Company will contribute each month, on behalf
of the participant, 10% of '/1z of the participant's total payroll deductions used to purchase
Company stock for the first year.
- In the fourth year ("Year 4"), the Participating Company will contribute each month, on behalf
of the participant, 13% of '/1z of the participant's total payroll deductions used to purchase
Company stock for the first year.
- In the fifth year ("Year 5"), the Participating Company will contribute each mont h, on behalf
of the participant, 15% of '/,: of the participant's total payroll deductions used to purc hase
Company stock for the first year.
This Participating Company contribution formula can be illustrated as follows:
Participating CompanyMatching Contribution Percentage Based on
Participant's Payroll
Year Deductions in Year
1 ............................................................................................5%
2 .............................................................................................7%
3 ............................................................................................10%
4 ............................................................................................13%
5 ............................................................................................15% Total ................................................................................50%
The total amount of Participating Company matching contributions made on behalf of a
participant in a given year and used to purchase Company stock is determined by the am ount of the
participant's payroll deductions made in respect of such year and in earlier years, if a ny, in
accordance with the formula described above. Shares of Company stock purchased with Part icipating
Company matching contributions for a given year in respect of a participant's payroll de ductions
made in an earlier Class Year shall be treated as shares of such earlier Cl ass Year. For example, if
$____ out of $300 contributed by the Participating Company on behalf of a participant in _____
represented the Participating Company's ___% matching contribution of Year 3 (i.e., based on the
participant's $____ contribution in 1994), then the shares purchased on behalf of the participant wit h
such $____ contributed in _____ would be added to the group of shares identified as ____ Class
Shares.Participating Company matching contributions representing Year 1 contributions will be made
semimonthly or coincident with a participant's payroll period, if longer. Participating Company
matching contributions representing Year 2, 3, 4 or 5 contributions will be made monthly.
Participating Company matching contributions on behalf of a participating employee who is a
U.S. citizen or resident alien are taxable as income to the employee in the year they are contributed
and are subject to withholding for applicable U.S. federal, state and local taxes. In general, such taxes
will be withheld from a participant's regular salary or wages; however, in the case of participating
U.S. employees on authorized temporary absences from active employment, required withholding
taxes on applicable Participating Company contributions made on behalf of such employee s may be
withheld from such contributions as specified in paragraph 3. Non-U.S. participating employees wil l
be taxed in accordance with the laws of their country of residence and their Partic ipating Company's
contributions will be subject to withholding of social security and other taxes if t hey are required by
law to be withheld.
(b) Participating Company matching contributions with respect to shares of each Class Ye ar
made on behalf of a participant under the Plan shall continue in accordance with the five-year
formula provided in paragraph 6(a) above until the earlier of (i) termination of the Plan, (i i)
termination of a Participating Company's participation in the Plan, (iii) terminat ion of the
participant's employment, for any reason other than long-term disability, or (iv) withdrawal of the
shares of Company stock of such Class Year by the participant pursuant to paragraph 11 hereof. If a
participant withdraws, pursuant to paragraph 11 hereof, the shares of a given Class Year, any
Participating Company matching contributions for that Class Year shall be discontinued as of the
date of withdrawal.
(c) The Participating Company will make a one-time matching contribution on behal f of an
employee who
(i) retires within five years after the beginning of the applicable First Participati on Period,
had maintained shares in his account continuously since the applicable First Participa tion Period
under the Plan and has not withdrawn any Company stock credited to his account under this Plan
after the first day of the applicable First Participation Period; or
(ii) retires more than five years after the beginning of the applicable First Parti cipation
Period, has not withdrawn any Company stock credited to his account during the year of his
retirement and the four calendar years immediately preceding the year in whi ch he retires, and
has maintained shares in his account continuously for that five year period.
The one-time Participating Company matching contribution shall equal thirty-five perc ent of the
participant's payroll deductions made during the year of the participant's retirement and the three
calendar years immediately preceding the year in which the participant retires (such combined period
shall hereinafter be referred to as the "Pre-retirement Period") less the Participating Company
matching contributions already made with respect to the participant's payroll deduct ions made during
the Pre-retirement Period.
(d) The Company shall make all contributions due under this paragraph 6 with respect to t he
employees of any German Participating Company, and all references herein to any Participating
Company contribution shall, in the cage of a German Participating Company, be deeme d to be a
contribution made by the Company.
7. Payment to Custodian of Employee Contributions and Applicable Matching
Participating Company Contributions. The Participating Company will pay to the Custodian on
behalf of each participant in the Plan, as promptly as possible after each applica ble payroll period
within or at the end of each month within a Participation Period, the total of al l amounts deducted
from such employee's salary or wages during the payroll period then ended and all applicabl e
Participating Company matching contributions made on behalf of such participant in a ccordance with
the provisions of paragraph 6(a) hereof. The Participating Company will pay to the Custodi an on
behalf of certain participants in the Plan as described in paragraph 6(c) hereof, within three months
prior to the effective date of their discontinuance of contributions as provided in paragraph 12 hereof,
the one-time Participating Company matching contributions made on behalf of such parti cipants in
accordance with the provisions of paragraph 6(c).
8. Plan Custodian. The Company will designate a bank in the United States as Plan Custodian
for all Participating Company employees with the right to change the designation in its discretion.
Apart from administering the Plan as herein otherwise provided, the Company shall not possess any
control or influence, directly or indirectly, over the timing or amount of purchases of com mon stock
made by the Custodian under the Plan, the price to be paid, or the selection of the brokers or dealers
through or from whom the purchases are to be made (if applicable). The Custodian will hold as
custodian all funds received by it under the Plan, and, until delivery thereof to the pa rticipants, all
shares of the Company's stock acquired by the Custodian under the Plan. No interest will be paid to
participating employees by the Custodian on any funds held by it thereunder.
9. Purchase of Stock. The Custodian will be delivered funds in U.S. Dollars from the
Participating Company on behalf of the participating employees for the applicable payroll period as
described above under paragraphs 5, 6 and 7. The applicable exchange rates for the conversion by
non-U.S. Participating Companies of foreign currencies into U.S. dollars will be the exchange rates
as listed in the Wall Street Journal for the last business day of the month.
Unless directed by the Company as provided hereinafter to apply the funds in its custody t o the
purchase of shares of Common Stock from the Company, the Custodian will thereafter promptly i n
such manner as it may in its sole discretion deem advisable (except as provided in pa ragraph 12
hereof) apply the funds then in its custody hereunder to the purchase at prevailing market pri ces of the
number of whole shares of the Company's Common Stock which can be purchased with such funds.
The Custodian will cause purchases of the Company's Common Stock to be effected on t he open
market through various U.S. stock exchanges. All purchases of stock as herein provided will be made
in the name of the Custodian or its nominee or by the Custodian as nominee for partici pating
employees. The stock purchased by the Custodian during each Participation Period shall, exc ept as
provided in paragraph 12 hereof, be credited by the Company semimonthly or monthly to the
respective accounts of the then participants in the Plan pro rata (to the fourth decimal) on the basis of
the average cost per share of all shares being so credited and the respective inte rests of each such
participant in the funds used by the Custodian to purchase the shares being so credited.
At the direction of the Company and for such periods as the Company may designate, in li eu of
purchases on the open market through U.S. stock exchanges, the Custodian will, at such times as it
may in its sole discretion deem advisable (except as provided in paragraph 12 hereof), a pply the
funds then in its custody hereunder to the purchase from the Company of the number of whole shares
of the Company's Common Stock which can be purchased with such funds. The per share purchase
price for the shares purchased from the Company shall be the average of the high and low sa les prices
of the Common Stock as reported in the New York Stock Exchange Composite Transactions Inde x
published in The Wall Street Journal for the date on which the shares are purchased by the Custodian.
10. Dividends. Except as provided in paragraph 12 hereof, cash dividends and other cash
distributions received by the Custodian on stock held in its custody hereunder will be c redited to the
accounts of the participants in U.S. dollars in proportion to their interests in the stock held by the
Custodian and will be applied as soon as practicable after receipt thereof by t he Custodian, to the
purchase of additional shares of the Company's Common Stock and such shares will be credited to
the accounts of the respective participants, in the manner provided in paragraph 9 hereof. Di vidends
paid in shares of the Company's Common Stock which are received by the Custodian with respec t to
stock held in its custody hereunder will be allocated to the participants (to t he fourth decimal) in
accordance with their interests in the stock with respect to which the dividends are paid. Where
applicable, funds shall be withheld for the payment of applicable taxes (i: any) on the payment of
dividends.
11. Withdrawal of Stock by Participants. Company stock purchased by the Custodian and
credited to the account of a participant will be held by the Custodian for such part icipant until
withdrawal of the stock by the participant. The Custodian will hold shares of each Cl ass Year even
after the final Participating Company matching contribution has been made in Ye ar 5 with respect to
such shares until the participant requests a withdrawal of such shares. If a participant chooses to
withdraw a portion of the Company stock credited to his account, he must withdraw all of the shares
of a given Class Year and must first withdraw the earliest Class Year shares credi ted to his account.
In addition, if a participant chooses to withdraw shares of more than one Class Year, he must first
withdraw the earliest Class Year shares credited to his account. If a participant chooses during a
calendar year to withdraw Company stock purchased with payroll deductions made that year, he must
withdraw all of the shares credited to his account during such year as of the date of the withdrawal; if
a participant makes such a mid-year withdrawal, payroll or other deductions under this Pla n shall be
discontinued effective as of the next immediate payroll period and such participant may submit a new
Authorization Form no earlier than the Sign-up Period preceding the first Participation Period of the
next calendar year; provided, however, that notwithstanding any other provision of the Plan, any
person participating in the Plan who is a Reporting Employee and who makes such a mi d-year
withdrawal, shall not be entitled to resume payroll deductions until the Sign Up Peri od that first
follows the date which is six months following the date that the stock certificat e for the withdrawn
shares is issued to him. Further, any shares of Company stock withdrawn from the Plan by any pe rson
participating in the Plan who is a Reporting Employee shall not be disposed of in a ny manner until at
least six months following the date of issue of the stock certificate for the withdra wn shares credited
to his account, unless such withdrawal is due to death, retirement, disability, term ination of
employment or a qualified domestic relations order.
The withdrawal of Company stock credited to the account of a participant must be effe cted by
such participant submitting to his employer an Authorization Form satisfactory to the Participating
Company. Distributions of withdrawals so requested will be made as soon as practicable aft er the
Participating Company's receipt of such Authorization Form. The Custodian will deliver the total
number of whole shares of Common Stock in the classes) of Class Shares credited to the acc ount of
a participant with respect to which a withdrawal has been requested. Stock cert ificates with respect
to withdrawn shares will be issued in the name of the participant only or, in the case of employees of
U.S. Participating Companies, jointly in the name of the participant and his or her spouse as
indicated by the employee on the Authorization Form. The cash equivalent of any fractiona l share
credited to the account of a participant with respect to a Class Year being wit hdrawn shall be paid in
local currency to each participant who withdraws such shares from the Plan.
12. Discontinuance of Payroll Deductions. A participant may discontinue his payroll
deductions at any time by giving written notice to his employer. If a.i employer recei ves written
notice that a participant has discontinued his payroll deductions as a result of deat h or termination of
employment, or for any other reason, the effective date of his discontinuance of payroll deduct ions
shall be the first day of the next appropriate payroll period, or such earlier date as the Participating
Company in its sole discretion may determine.
If a participant discontinues payroll deductions under the Plan (a) no purchases of stock from
payroll deductions shall be made following the effective date of such discontinuance and (b) such
participant's prorata share (to the fourth decimal) of any shares purchased by the Custodian pri or to
the effective date of such discontinuance which have not theretofore been credited t o the respective
accounts of participants in the Plan shall be credited to his account as of suc h effective date on the
basis of the average cost per share of all shares so purchased by the Custodian and not theret ofore so
credited and the interest of such discontinuing participant in the funds used to purchase such shares.
A participant who discontinues payroll deductions under the Plan shall remain eligible for
Participating Company matching contributions in accordance with the provisions of paragraph 6(a )
(subject to paragraph 6(b)) hereof, unless such participant discontinues payroll deductions by reason
of his termination of employment, provided, however, that if the reason the participant te rminates his
employment is because of his long-term disability, Participating Company matching cont ributions
will continue as described herein. A participant who discontinues payroll deductions under t he Plan
as a result of his termination of employment by reason of his retirement may be eligi ble for the
one-time Participating Company matching contribution in accordance with the provisions of
paragraph 6(c) hereof. With respect to a participant who discontinues payroll deductions by reason of
his termination of employment for any reason other than retirement or long-term disability (a) all
Participating Company matching contributions made pursuant to paragraph 6(a) shall cease as of the
effective date of his discontinuance and the number of whole shares of stock credited t o the account
of such participant as of the effective date of his discontinuance of payroll deductions shall be
delivered to the participant as soon as practicable after such effective date, and (b) any fractional
shares to the credit of such participant's account as of such effective date shall be purchased by the
Custodian, as of the next succeeding first day of an applicable payroll period (or if the New York
Stock Exchange shall not be open on such day, on the next day on which it shall be open), for t he
respective accounts of the other participants at a price equal to the closing market price of the
Common Stock on such purchase day and the purchase price shall be paid to the participant in local
currency as soon as practicable thereafter; provided, however, that notwithstanding any other
provision of the Plan, any person participating in the Plan who is a Reporting Employee a nd who
discontinues payroll deductions for any reason other than retirement or long-term disability, must
withdraw all of the shares credited to his account for all Class Years and shall not be entitled to
resume payroll deductions until at least six months following the date of issue of the stock certificate
for the withdrawn shares credited to his account. Further, any shares of Company stock withdrawn
from the Plan by any person participating in the Plan who is a Reporting Employee shall not be
disposed of in any manner until at least six months following the date of issue of the st ock certificate
for the withdrawn shares credited to his account, unless such withdrawal is due to death, re tirement,
disability, termination of employment or a qualified domestic relations order.
A participant who has discontinued payroll deductions but remains eligible to participat e in the
Plan pursuant to paragraph 3 hereof shall be deemed to continue his participation in the Plan and may
resume payroll deductions under the Plan effective as of the next immediate Sign-up Pe riod. A
participant whose payroll deductions under the Plan have been discontinued by reason of an absenc e
or leave approved by an authorized representative of the Participating Company shall not be
considered to have withdrawn from the Plan, and his payroll deductions, if any, shall be resum ed as
soon as such employee shall return to work following such absence or leave. Participating Com pany
matching contributions with respect to shares of Company stock held for such a participant by the
Custodian shall not be discontinued solely by reason of such an absence or leave.
13. Brokerage Commissions and Administration Expenses. All costs and expenses incurred
in administering the Plan, including brokerage commissions payable in connection with the purchase
of stock hereunder (if applicable) and the fees and expenses of the Custodian, will be borne by the
Company.
14. Stockholder Rights. Each participant shall have the right to vote or direct the voting of the
shares of Common Stock credited to his account and held by the Custodian. The Company shal l
cause proxies (or, in lieu thereof, requests for voting instructions), proxy soliciting material s and
annual reports to stockholders, if required, to be furnished, in a timely manner, to all participants. In
the event that a participant fails to vote or direct the voting of the shares c redited to his account, the
Custodian in its discretion may exercise all of the participant's voting rights on be half of such
participant, in such manner as the Custodian shall determine.
15. Assignability of Interest. Participants in the Plan may not assign or pledge any funds,
securities or other property held for their accounts under the Plan. Any purported assignment or
pledge of such funds, securities or other property will be deemed void and of no force and effect
against the Company or the Custodian.
16. Termination of Plan or of a Participating Company's Participation in the Plan. The
Board of Directors of the Company may at any time, in its absolute discretion, term inate the Plan,
effective as of the first day of any calendar month subsequent to the Board's act ion. In the event of
termination of the Plan, or in the event a Participating Company terminates its participation in the
Plan, each participant shall receive from the Custodian the number of whole shares of t he Company's
Common Stock credited to his account and his allocable portion of the proceeds of stock sold by the
Custodian in order to pay the cash value of fractional shares held for the accounts of the participants
(or any cash credited to his account which, in view of the termination, has not been invested by the
Custodian). Each Participating Company, through action of its Board of Directors, may t erminate
such Participating Company's participation in the Plan, subject to approval by the Company. In the
event the Company terminates the Plan or a Participating Company terminates its participation in the
Plan, Participating Companies shall not be obligated, following such termination or term ination of
participation, to make Participating Company matching contributions in respect of payroll deductions
made prior to the termination of the Plan or the Participating Company's termina ting its participation
in the Plan.
17. Participating Companies. The Participating Companies in the Plan are __________
Corporation and the present and future, direct or indirect, domestic and foreign subsidiaries t hat it
wholly owns (except for such minimal number of shares which, pursuant to the laws of incorporation
of certain foreign subsidiaries, must be held by the directors and/or other persons), the Boards of
Directors of which have adopted a resolution authorizing participation in the Plan (the "Participating
Companies").
18. Governmental and Regulatory Approvals. Notwithstanding any other provisions in the
Plan to the contrary, no Participating Company shall be required to offer, implement, make or
continue to make contributions to the Plan for its employees prior to (i) the obtaini ng of any approval
from any governmental agency which the Company shall, in its sole discretion, determ ine to be
necessary or advisable, and (ii) the completion of any registration or other qualifi cation of shares of
the Company's stock under any law or ruling or regulations of any governmental body which the
Company shall, in its sole discretion, determine to be necessary or advisable.
19. Plan and Benefits Are Discretionary. The Plan and the benefits hereunder are provided
solely at the discretion of the Company and the Participating Companies and the Company may at its
absolute discretion amend, restate or terminate the Plan and each Participat ing Company may, at its
sole discretion subject to the approval of the Company, withdraw from the Plan and accordingly:
(a) The Plan and the benefits provided to participants hereunder:(i) are not (and shall not be deemed to be) part of any eligible employee's or partic ipant's
contract of employment or right of employment with any Participating Company;
(ii) do not give to eligible employees or participants acquired rights to such benefits;
(iii) do not afford to an eligible employee or a participant any additional right to
compensation on the termination of his employment.
(b) None of the Participating Companies shall be under any liability whatsoever to an eligible
employee, participant or their successors in interest in the event the Plan is terminated or amended
for whatever reason, or a Participating Company leaves the Plan, and consequently any bene fit
referred to hereunder is not provided.
20. Dividend Reinvestment Plan. Upon retiring from the Company, all Plan participants shall
have the option to transfer their shares into __________ Corporation's Dividend Reinvestment Plan, in
lieu of receiving a stock certificate. Non-U.S. Plan participants withdrawing from the Pl an for any
reason shall also be permitted this option.
21. Governing Law. This Plan and all rights with respect thereto shall be governed by the laws of
the Commonwealth of __________ in the United States of America.
22. Notices. Any notice hereunder to a Participating Company shall be in writing and such notic e
shall be deemed given or made only upon receipt thereof by the Participating Company at its
registered office, or at such other address as the Company may designate by notice t o the participants
and to the Custodians.
Any notice hereunder to the Custodian shall be given in writing and such notice shall be deemed
duly given or made only upon receipt thereof at the Custodian's principal office or at such other
address as the Custodians may designate by notice to the Company.
Any notice to a participant hereunder shall be in writing and shall be deemed rece ived if mailed or
delivered to the participant at such address as the participant shall have on fil e with the Participating
Company.
Any notice by a participant to his employer shall be addressed to the personnel office of such
employer.
