-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, W3FSZ32C8FYgzcocI7EqQZdpeZHpmxCpc5vMSHRiY+I1DGPlXDHg3l9QyVba+HBH CP1GlpbPftLLpyMcNEV5ng== 0000913569-95-000023.txt : 19950501 0000913569-95-000023.hdr.sgml : 19950501 ACCESSION NUMBER: 0000913569-95-000023 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950428 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVISION INC CENTRAL INDEX KEY: 0000756918 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 381412890 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13698 FILM NUMBER: 95532642 BUSINESS ADDRESS: STREET 1: 2284 S BALLENGER HGWY CITY: FLINT STATE: MI ZIP: 48503 BUSINESS PHONE: 8107670900 MAIL ADDRESS: STREET 1: 2284 S BALLENGER HWY CITY: FLINT STATE: MI ZIP: 48503 10-K/A 1 AMENDED FORM 10-K REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 or | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-13698 NUVISION, INC. (Exact name of registrant as specified in its charter) Michigan 38-1412890 (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) 2284 South Ballenger, Flint, MI 48501 (Address of principal executive offices with Zip Code) Registrant's telephone number, including area code: (810) 767-0900 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.50 per share. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes |X| No | | Indicate by check mark whether the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: |X| NUVISION, INC. ANNUAL REPORT ON FORM 10-K/A for the Year Ended December 31, 1994 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors and Executive Officers The directors and executive officers of the Company are as follows: Name Age Position(s) with the Company Eli Shapiro, O.D. 72 Chairman of the Board and Chief Executive Officer Jonathan E. Raven 44 President, Chief Operating Officer, Director and Secretary Eric D. Albert 35 Director David T. Kollat 56 Director Milton J. Rosenbaum, D.O. 65 Director Joseph T. Dono 51 Executive Vice President-Marketing Stephen L. Hirsch 42 Executive Vice President and Treasurer William F. Miller 49 Vice President-Retail Operations George M. Ramos 61 Vice President-Business Development All officers except Mr. Dono, Mr. Miller and Mr. Ramos have written employment contracts (see Item 11, "Employment, Termination, and Change in Control Arrangements"). All officers of the Company serve at the pleasure of the Board of Directors. Eli Shapiro has been Chairman of the Board and President of the Company since 1970 when he acquired the interest of his brother with whom he had purchased the Company some years after it was founded in the 1950's. Dr. Shapiro served as Treasurer of the Company from 1970 until January 1985. Effective December 1990, Dr. Shapiro was made Chairman and Chief Executive Officer. Jonathan E. Raven was named President and Chief Operating Officer in December of 1990. Previously, he was Executive Vice President Chief Operating Officer (1988-1990), Senior Vice President (1985-1988), Vice President (1982-1985), and a director of the Company since 1980. From 1981 through 1988 he served as the Company's General Counsel. From 1983 through 1990 he served as Secretary of the Company. Effective May 1992, Mr. Raven was named Secretary. Mr. Raven is a son-in-law of Dr. Shapiro. Eric D. Albert is an owner and manager of Albert Bros., Inc., a scrap metal processor/recycler in Waterbury, Connecticut. He has been affiliated with Albert Bros. since 1986. From 1985-1988, he served as Vice President Sales/Marketing with Metal-Tech Alloys, Inc., a metals manufacturer in Waterbury, Connecticut. Mr. Albert holds an M.B.A. from Duke University. Mr. Albert is a son-in-law of Dr. Shapiro. David T. Kollat is President of 22 Inc., a research and consulting firm for retailers and consumer goods manufacturers, which he founded in 1987. He is a director of The Limited, Inc., Cooker Restaurant Corporation, Consolidated Stores and Wolverine Worldwide, as well as other private boards. Milton J. Rosenbaum has been a practicing physician in Flint, Michigan for over 39 years. He is a director of Republic Bank. He also serves as an officer or director of various privately held companies, most of which are engaged in the business of real estate investment. Stephen L. Hirsch was named Executive Vice President in June 1993, and Treasurer in February 1991. Previously, he was Senior Vice President Finance and Administration and Treasurer (1991-1993). From 1988 through 1990, Mr. Hirsch was Vice President of Finance, Chief Financial Officer of Webster Clothes, a publicly held national menswear chain of approximately 130 stores. Joseph T. Dono was named Executive Vice President Marketing in 1993. From 1991 through 1993 he was Senior Vice President Marketing at Nutri System, Inc., a national private weight-loss company. He served as Senior Vice President Marketing for Pearle, Inc., an international optical company owned by Grand Met, from 1986-1991. George M. Ramos has been a Vice President of the Company since 1986. Mr. Ramos previously served the Company in various advertising and sales related capacities as an employee since 1980 and independently since approximately 1970. William F. Miller has been Vice President Retail Operations since 1992. Mr. Miller previously served as the Company's Regional Vice President (1987-1992). Prior to 1987, Mr. Miller served the Company in other retail management capacities as an employee since 1979. Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the Nasdaq Stock Market. Officers, directors and greater than ten-percent shareholders are required to furnish the Company with copies of all Section 16(a) forms they file. On the sole basis of its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that during 1994 all filing requirements applicable to its officers, directors, and greater than ten-percent beneficial owners were complied with. ITEM 11. EXECUTIVE COMPENSATION The following table and notes present, for each of the last three fiscal years, the compensation provided by the Company to its Chief Executive Officer and each of the four executive officers whose annual compensation exceeded $100,000 for the year ended December 31, 1994 (the "Named Officers"). SUMMARY COMPENSATION TABLE Long-Term Compensation Awards Payouts Securities All Other Name and Securities Compen- Principal Annual Compensation Underlying sation Position Year Salary($) Bonus($)(1) Options(#) ($)(2) Eli Shapiro, 1994 $398,000 -- -- -- Chairman and CEO 1993 392,500 -- -- -- 1992 398,000 -- -- -- Jonathan E. Raven 1994 195,000 $25,000 30,000 shs -- President and 1993 192,100 6,000 15,000 shs -- Chief Operating 1992 187,500 10,000 -- -- Officer Larry A. Warshaw, 1994 141,000 -- -- -- Executive Vice 1993 138,900 -- -- -- President 1992 135,000 3,500 -- -- Stephen L. Hirsch 1994 141,000 25,000 20,000 shs -- Executive Vice 1993 138,900 9,000 10,000 shs -- President 1992 132,500 10,000 7,000 shs -- Joseph T. Dono 1994 141,000 5,600 -- -- Executive Vice 1993 41,000 -- 10,000 shs -- President (4) 1992 -- -- -- -- (1) Bonuses are earned in the year specified and paid in the following year. (2) See "Compensation Committee Interlocks and Insider Participation" for a description of certain insurance arrangements involving Dr. Shapiro. (3) Mr. Warshaw's employment was terminated January 1995 as a result of the notice of cancellation of his employment agreement given by the Company in January 1994. (4) Mr. Dono's employment commenced in September 1993. OPTION/SAR GRANTED IN LAST FISCAL YEAR The following table shows, for the Named Officers, additional information about option grants for the fiscal year ended December 31, 1994. No stock appreciation rights were granted in 1994. Individual Grants(1) Potential Realization % of Total Value at Assumed Options Annual Rates of Stock Number of Granted Exercise Price Appreciation Options in fiscal Price Expira- for Option Term (2) Name Granted(#) Year ($/Sh) tion Date 5% ($) 10% ($) Jonathan E. Raven 30,000 55% $4.00 12/09/04 $75,500 $191,200 Stephen L. Hirsch 20,000 36% $4.00 12/09/04 $50,300 $127,500 (1) The options were granted pursuant to the Company's Stock Option and Stock Appreciation Rights Plan at an exercise price equal to the fair market value of the Company's Common Stock on the date of grant. The options are exercisable over a period of not more than ten years from the date of grant. Rights or Limited Rights (rights exercisable only in the event of a change in control) may be granted in connection with the grant of options. The options become exercisable at the rate of 25% on January 1, 1995, and 25% each following January 1. Messrs. Warshaw and Dono did not receive stock options during the year ended December 31, 1994, and Dr. Shapiro does not participate in the Company's Stock Option and Stock Appreciation Rights Plan. (2) Disclosure of the amounts calculated under the 5% and 10% assumed annual growth rates are mandated by the Securities and Exchange Commission and, therefore, are not intended to forecast possible future appreciation, if any, in the Company's stock price. At an assumed 5% annual growth rate over a ten-year period, the stock price would increase from $4.00 per share to $6.5156. At an assumed 10% annual growth rate over a ten-year period, the stock price would increase from $4.00 per share to $10.375. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS/SAR VALUES The following table set forth information about stock option exercises during 1994 and unexercised stock options at year end 1994 for the Named Officers. No stock appreciation rights are issued, exercised, or exercisable. Securities Value of Underlying Unexercised Unexercised In-the-Money Options at Options at Year End-- Year End-- Shares Acquired Value Exercisable/ Exercisable/ Name on Exercise (#) Realized ($) Unexercisable Unexercisable Jonathan E. -- -- 28,750/41,250 -- (1) Raven Larry A. -- -- 37,750/ 2,250 -- (1) Warshaw Stephen L. -- -- 10,750/29,250 1,900/1,900 (2) Hirsch Joseph T. Dono -- -- 5,000/5,000 -- (1) (1) All exercisable as well as unexercisably options for Mr. Raven, Mr. Warshaw, and Mr. Dono had an exercise price above the December 31, 1994, fair market value share price. Accordingly, none of these options were, as of that date, "In-the-Money." (2) Mr. Hirsch had a total of 10,000 options with an exercise price of $3.50, of which only 5,000 are exercisable. The closing price of the Company's Common Stock on December 31, 1994, was $3.875. The balance of Mr. Hirsch's options have an exercise price of $4.00 and were, as of December 31, 1994, not "In-the-Money." Employment, Termination, and Change in Control Arrangements Each of Dr. Shapiro and Messrs. Raven and Hirsch have employment contracts. Dr. Shapiro's contract provides for a two-year term expiring February 29, 1992, and renews annually thereafter unless either party elects not to renew by notice given at least 90 days prior to the annual expiration date (neither party so elected in 1994). The contract further provides severance benefits in the event of termination of employment under certain circumstances following a "change in control" (as defined) of the Company. The circumstances precipitating the payment of severance benefits are termination by the Company other than for (i) death, (ii) disability commencing prior to a "potential change in control" (as defined), or (iii) "cause" (as defined); or resignation by Dr. Shapiro for "good reason" (as defined). Following any such termination, in addition to compensation and benefits already earned, Dr. Shapiro will be entitled to receive a lump sum severance payment equal to 2.99 times the average annual compensation paid to Dr. Shapiro by the Company for the five previous calender years. "Cause" for termination by the Company is the (i) willful and continued failure of Dr. Shapiro to substantially perform his duties, (ii) willful, intentional, or grossly negligent act of Dr. Shapiro which has the demonstrable effect of substantially injuring the reputation or business of the Company, or (iii) conviction of any crime which constitutes a felony. "Good reason" for termination by Dr. Shapiro includes, among other things: (i) the assignment of duties inconsistent with his status as an officer or a substantial alteration in responsibilities, (ii) a reduction in base salary and/or annual bonus, (iii) the relocation of his principal place of business, (iv) the failure of the Company to maintain compensation plans in which he participates or to continue providing certain other existing employment benefits, or (v) disability commencing after a "potential change in control." The agreement also provides that in the event of a "potential change in control," Dr. Shapiro, subject to the terms of the agreement, will not resign from the Company for six months following the occurrence of any such potential change in control. Messrs. Raven and Hirsch each executed employment contracts in 1991. Each contract expired June 30, 1993, was automatically renewed for one year, and will continue to be automatically renewed for consecutive one-year terms. Messrs. Raven and Hirsch executed amendments to their employment contracts in 1994. The contracts are otherwise substantially similar to Dr. Shapiro's except that, in the case of Mr. Raven, the lump sum payment following a change of control is $250,000, and, in the case of Mr. Hirsch, the lump sum payment is $175,000 effective January 12, 1995. (This amount increases by $25,000, up to a maximum of $250,000, as of January 12 each year.) In connection with each such payment, the Company has the option to pay the amount over 24 months at 10% interest. In addition, the employment agreements of Messrs. Raven and Hirsch provide that except for termination for "cause" (defined as in Dr. Shapiro's contract), the Company may cancel the agreement at any time without notice and then provide severance payments to the executive for a period of 12 months. The executive has the right to cancel the agreement without notice to the Company. The contract of Mr. Raven further provides that unless the agreement is terminated by the Company for "cause," the Company is obligated to pay the executive $50,000 upon separation of the executive from the Company. All the employment contracts provide that following separation from the Company, the executive will not, for a one-year period (or six-month period in case of termination for cause) following separation, engage in a competitive business of optical retailing. Mr. Warshaw was given 12 months' notice of cancellation of his employment agreement by the Company in January 1994, in accordance with his employment agreement. Mr. Warshaw's employment terminated in January 1995. The Company must provide severance payments for a period of 12 months not to exceed 100 percent of current regular earnings to Mr. Warshaw commencing January 1995. The Company paid Mr. Warshaw $50,000 upon separation, as required by his employment agreement. Mr. Warshaw is also required to not engage in a competitive business of optical retailing for 12 months following separation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 20, 1995, the names of and certain information with respect to the beneficial ownership of the Company's Common Stock for each person who is known by management of the Company to have been the beneficial owner of more than 5% of the outstanding Common Stock of the Company, each of the Named Officers and the directors and officers of the Company as a group. Unless otherwise indicated, each director and Named Officer has sole voting and investment power with respect to all shares owned by such person. Name and Address Amount of Beneficial Ownership of Beneficial Owners(1) Number Percent of Class Eli Shapiro ............... 1,137,785(2) 42.2% Jonathan E. Raven ......... 106,847(3) 3.8% Larry A. Warshaw .......... 1,300(4) 0.1% 13443 Lakeshore Drive Fenton, MI 48430 Stephen L. Hirsch ......... 20,750(5) 0.7% Joseph T. Dono ............ 7,500(5) 0.3% George M. Ramos ........... 7,500(5) 0.3% All directors and officers as a group (9 persons) .... 1,297,162(6) 46.2% (1) The address for each beneficial owner, except Mr. Warshaw, is 2284 Ballenger Hwy., Flint, MI 48503. (2) Includes 61,581 shares of Common Stock beneficially owned by his wife, as to which Dr. Shapiro disclaims beneficial ownership. (3) Includes 25,581 shares of Common Stock held by his wife and children, as to which Mr. Raven disclaims beneficial ownership. Also, see "Election of Class III Directors - Information Concerning Directors". (4) All issued and unexercised stock options terminated in January 1995 due to the termination of Mr. Warshaw's employment. (5) All shares included may be acquired within 60 days pursuant to the exercise of stock options. (6) Includes 199,500 shares of Common Stock which members of the group may acquire within 60 days, pursuant to the exercise of stock options. Also, see "Election of Class III Directors - Information Concerning Directors". ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In 1987, Insight Management Corporation, an Indiana corporation ("Insight") franchised the Plymouth, Indiana office of the Company. Joel F. Raven, a brother of Jonathan E. Raven, is an officer, directors, and 50% shareholder of Insight. In connection with this transaction, Insight also executed a promissory note in favor of the Company. The note provides for interest at 10% and was payable in full on September 1, 1992. The Company refinanced the note in the amount of $73,439 in September 1992 with a term of 4 years. The note requires equal monthly principal payments plus accrued interest at the prime rate of interest plus 2-1/2%. In addition to the promissory note, Insight is also obligated to make monthly sublease payments of approximately $1,400 to the Company as well as payments pursuant to its franchise agreement with the Company. Effective December 31, 1991, the Company agreed to convert certain payables and remodeling costs owed by Insight into a promissory note requiring equal monthly principal payments which bears interest at 10% and is payable in full on December 31, 1996. In 1994, the largest aggregate amount of indebtedness outstanding under both notes was $96,500. As of March 30, 1995, the amount due under the notes was $35,474. Insight was required to pay an additional amount of $7,800 and $15,000 in 1994 and 1995, respectively, toward the long-term principal of the notes pursuant to the terms of the notes. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K. 3. Exhibits. The following exhibits are included in this amendment: Exhibit No. Description 10.63 NuVision, Inc. 1994 Stock Option and Stock Appreciation Rights Plan. 10.64* Third Amendment to Employment Agreement dated January 1, 1995, between the Company and Jonathan E. Raven. 10.65* Amendment to Employment Agreement dated January 1, 1995, between the Company and Stephen L. Hirsch. *Management contracts or compensatory plans required to be filed as an exhibit. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report or amendment to be signed on its behalf by the undersigned, thereunto duly authorized. NUVISION, INC. By: /S/ JONATHAN E. RAVEN Jonathan E. Raven President Dated: April 28, 1995 EX-10.63 2 1994 STOCK OPTION PLAN NUVISION, INC. 1994 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN 1. Purpose. This 1994 Stock Option and Stock Appreciation Rights Plan (the "Plan") is intended to encourage stock ownership by certain key employees and directors of NUVISION, INC. (the "Corporation"), its divisions and Subsidiary Corporations, so that they may acquire or increase their proprietary interest in the Corporation, and to encourage such employees and directors to remain in the service of the Corporation and to put forth maximum efforts for the success of its business. It is further intended that options granted by the Corporation's Executive Compensation Committee (the "Committee") pursuant to this Plan ("Options") may constitute incentive stock options ("Incentive Stock Options") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (collectively, the "Code") or options which do not qualify as Incentive Stock Options ("Nonqualified Stock Options"), as specified by the Committee. Options granted under the Plan may be accompanied by stock appreciation rights ("Rights") as hereinafter set forth. 2. Definitions. As used in this Plan, the following words and phrases shall have the meanings indicated: (a) "COMMON STOCK" shall mean the Corporation's Class A Common Stock, par value $0.50 per share. (b) "DISABILITY" shall mean an Optionee's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. (c) "DISINTERESTED PERSON" shall mean any member of the Corporation's Board of Directors who, at the time discretion under the Plan is exercised, is a "disinterested person" within the meaning of Rule of 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. (d) "FAIR MARKET VALUE" per share as of a particular date shall mean (i) the average of the closing bid and asked prices for the shares of Common Stock in the over-the-counter market for the last preceding date on which there was a sale of such Common Stock in such market, or (ii) if the shares of Common Stock are then listed on a national securities exchange, the closing sales price per share of Common Stock on such national securities exchange for the last preceding date on which there was a sale of such Common Stock on such exchange, or (iii) if the shares of Common Stock are not then traded in the over-the-counter market or listed on a national securities exchange, such value as the Committee in its discretion may determine. (e) "PARENT CORPORATION" shall mean any corporation (other than the grantor corporation) in an unbroken chain of corporations ending with the grantor corporation if, at the time of granting an Option, each of the corporations other than the grantor corporation owns stock possessing fifty percent (50 %) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. (f) "SUBSIDIARY CORPORATION" shall mean any corporation (other than the grantor corporation) in an unbroken chain of corporations beginning with the grantor corporation if, at the time of granting an Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50 %) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. (g) "TEN PERCENT SHAREHOLDER" shall mean an Optionee who, at the time an Incentive Stock Option is granted, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of its Parent or Subsidiary Corporation. 3. Administration. The Plan shall be administered by the Committee, which shall consist of not less than three members of the Board of Directors of the Corporation (the "Board"), who are Disinterested Persons. In the absence at any time of a duly appointed Committee, the Plan shall be administered by those members of the Corporation's Board of Directors who are Disinterested Persons. The Committee shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Options; to determine which Options shall constitute Nonqualified Stock Options; to determine which Options (if any) shall be accompanied by Rights; to determine the purchase price of the shares of Common Stock covered by each Option (the "Option Price"); to determine the employees and directors to whom, and the time and times at which, Options shall be granted; to determine the number of shares to be covered by each Option; to interpret the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the Option Agreements (which need not be identical) entered into in connection with Options granted under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. The Board shall fill all vacancies, however caused, in the Committee. The Board may from time to time appoint additional members to the Committee, and may at any time remove one or more Committee members and substitute others. One member of the Committee shall be selected by the Board as chairman. The Committee shall hold its meetings at such times and places as it shall deem advisable. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. All decisions, determinations and interpretations of the Committee are final and conclusive on all persons affected thereby. The Committee may appoint a secretary and make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Option or Right granted hereunder. 4. Eligibility. Options may be granted to key employees and directors (including officers, whether or not they are directors) of the Corporation or its present or future divisions and Subsidiary Corporations. In determining the employees and directors to whom Options shall be granted and the number of shares to be covered by each Option and any accompanying Rights, the Committee shall take into account the duties of the respective person, his or her present and potential contributions to the success of the Corporation and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan. An employee and/or director to whom an Option has been granted hereunder is sometimes referred to herein as an "Optionee." An Optionee shall be eligible to receive more than one grant of an Option during the term of the Plan, but only on the terms and subject to the restrictions hereinafter set forth. 5. Stock. The stock subject to the Options and Rights shall be the Common Stock. Such shares may, in whole or in part, be authorized but unissued shares or shares which have been or which may be reacquired by the Corporation. The aggregate number of shares of Common Stock as to which Options and Rights may be granted from time to time under the Plan shall not exceed 250,000. The limitation established by the preceding sentence shall be subject to adjustment as provided in Section 6(j) hereof. In the event that any outstanding Option under the Plan for any reason expires or is terminated without having been exercised in full or surrendered in full in connection with the exercise of a Right, the shares of Common Stock allocable to the unexercised portion of such Option shall (unless the Plan shall have been terminated) become available for subsequent grants of Options and Rights under the Plan. 6. Terms and Conditions of Options. Each Option granted pursuant to the Plan shall be evidenced by a written Option Agreement between the Corporation and the Optionee which agreement shall comply with and be subject to the following terms and conditions: (a) NUMBER OF SHARES. Each Option Agreement shall state the number of shares of Common Stock to which the Option relates. (b) TYPE OF ACTION. Each Option Agreement shall specifically identify the portion (if any) of the Option which constitutes an Incentive Stock Option. (c) OPTION PRICE. Each Option Agreement shall state the Option Price, which shall be not less than the greater of one hundred percent (100%) of the Fair Market Value of the shares of Common Stock on the date of grant of the Option or the per share par value of the Common Stock; provided, however, that in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, the Option Price shall not be less than the greater of one hundred and ten percent (110%) of such Fair Market Value or the per share par value of the Common Stock. The Option Price shall be subject to adjustment as provided in Section 6(j) hereof. The date on which the Committee adopts a resolution expressly granting an Option shall be considered the day on which such Option is granted. (d) VALUE OF SHARES. The aggregate Fair Market Value (determined with respect to each Incentive Stock Option as of the time such Incentive Stock Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year (under all incentive stock option plans, as defined in Section 422 of the Code, of the Corporation and its Parent and Subsidiary Corporation) shall not exceed $100,000. (e) MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in full, at the time of exercise, in cash or, with the approval of the Committee, in shares of Common Stock having a Fair Market Value on the date of exercise equal to such Option Price or in a combination of cash and such shares, and may be effected in whole or in part (i) in the case of an Incentive Stock Option, with monies received from the Corporation at the time of exercise as a compensatory cash payment, or (ii) with monies borrowed from the Corporation pursuant to repayment terms and conditions as shall be determined from time to time by the Committee, in its discretion, separately with respect to each exercise of Options and each Optionee, provided, that each such method and time for payment and each such borrowing and terms and conditions of repayment shall be permitted by and be in compliance with applicable law. (f) AND EXERCISE OF OPTIONS. Options shall be exercisable over the exercise period as and at the times the Committee may determine, as reflected in the Option Agreement. The exercise period shall be determined by the Committee, but shall not exceed ten (10) years from the date of grant in the case of an Incentive Stock Option or ten (10) years and one month from the date of grant in the case of a nonqualified Stock Option; provided, however, that in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, the exercise period shall not exceed five (5) years from the date of grant of such Incentive Stock Option. The exercise period shall be subject to earlier termination as provided in Sections 6(g) and 6(h) hereof. An Option may be exercised, as to any or all full shares of Common Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Committee provided that an Option may not be exercised at any one time as to less than 100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100). (g) TERMINATION OF SERVICE. Except as provided in this Section 6(g) and in Section 6(h) hereof, an Option may not be exercised unless the Optionee is then in the service of the Corporation or a division or Subsidiary Corporation thereof (or a corporation or a Parent or Subsidiary Corporation of such corporation issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Optionee has remained in continuous service since the date of grant of the Option. In the event that the service of an Optionee shall terminate (other than by reason of death, Disability or retirement on or after age 65), all Options of such Optionee which are exercisable at the time of such termination shall terminate, unless otherwise expressly provided in the grant and not earlier terminated in accordance with their terms. Nothing in the Plan or in any Option granted pursuant hereto shall confer upon an employee any right to continue in the employ of the Corporation or any of its divisions or Subsidiary Corporations or interfere in any way with the right of the Corporation or any such division or Subsidiary Corporation to terminate such employment at any time. (h) DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee shall die while in the service of the Corporation or a Subsidiary Corporation thereof, or if the Optionee's service shall terminate by reason of Disability or retirement on or after age 65, all Options theretofore granted to such Optionee shall, unless earlier terminated in accordance with their terms, terminate unless exercised by the Optionee or by the Optionee's estate or by a person who acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of the death or Disability of the Optionee, within one year after the date of death or Disability or within three months after the retirement of the Optionee. (i) NONTRANSFERABILITY OF OPTIONS. No Options granted under the Plan may be sold, transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise), except as provided by will or the applicable laws of descent or distribution, and no Options shall be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of an Option or levy of attachment or similar process upon the Option not specifically permitted herein shall be null and void and without effect. Options may be exercised only by the Optionee or by his or her guardian or legal representative during his or her lifetime, or pursuant to Section 6(h), by his or her estate or the person who acquires the right to exercise such Options upon his or her death by bequest or inheritance. (j) EFFECT OF CERTAIN CHANGES. (1) If there is any change in the number of shares of Common Stock through the declaration of stock dividends, or through a recapitalization resulting in stock splits, or combinations or exchanges of such shares, the number of shares of Common Stock available for Options or Rights and the number of such shares covered by outstanding Options or Rights, and the price per share of such Options or the applicable market value of Rights, shall be proportionately adjusted by the Committee to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (2) In the event of the proposed dissolution or liquidation of the Corporation, or in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, the Committee may provide that the holder of each Option then exercisable shall have the right to exercise such Option (at its then Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division by a holder of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division; or the Committee may provide, in the alternative, that each Option granted under the Plan shall terminate as of a date to be fixed by the Board, provided, however, that not less than thirty (30) days written notice of the date so fixed shall be given to each Optionee, who shall have the right, during the period of thirty (30) days preceding such termination, to exercise the Options as to all or any part of the shares of Common Stock covered thereby, including shares as to which such Options would not otherwise be exercisable. (3) If while unexercised Options remain outstanding under the Plan (i) any corporation, person or other entity (other than the Corporation) makes a tender or exchange offer for the Common Stock pursuant to which purchases are made ("Offer"), (ii) the shareholders of the Corporation approve a definitive agreement to merge or consolidate the Corporation with or into another corporation or to sell or otherwise dispose of all or substantially all its assets, or (iii) more than 20% of the Corporation's then outstanding Common Stock is acquired by any person or group, or (iv) during any period of two consecutive years, individuals who at the beginning of such period were members of the Board cease for any reason to constitute at least a majority thereof (unless the election, or the nomination for election by the Corporation's shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period), then from and after the date of the first purchase of Common Stock pursuant to such Offer, or the date of any such shareholder approval, or the date on which public announcement of the acquisition of such percentage shall have been made, or the date on which the change in the composition of the Board set forth above shall have occurred (any such date being referred to herein as the "Acceleration Date"), all Options shall be exercisable in full, whether or not otherwise exercisable. Following the Acceleration Date, (a) the Committee shall, in the case of a merger, consolidation or sale or disposition of assets, promptly make an appropriate adjustment to the number and class of shares of Common Stock available for Options, and to the amount and kind of shares or other securities or property receivable upon exercise of any outstanding Options after the effective date of such transaction, and the price thereof, and (b) the Committee may, in its discretion, permit the cancellation of outstanding Options in exchange for a cash payment in an amount per share subject to any such Option equal to the amount that would be payable pursuant to Section 8(b) hereof upon exercise of a Limited Right (as defined in Section 8(a) hereof) under those circumstances. (4) Paragraphs (2) and (3) of this Section 6(j) shall not apply to a merger or consolidation in which the Corporation is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Corporation in which the Corporation is the surviving corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that the holder of each Option then exercisable shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Corporation), property, cash or any combination thereof receivable upon such reclassification, change, consolidation or merger by the holder of the number of shares of Common Stock for which such Option might have been exercised. (5) In the event of a change in the Common Stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. (6) To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive, provided that each Incentive Stock Option granted pursuant to this Plan shall not be adjusted in a manner that causes such option to fail to continue to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code. (7) Except as hereinbefore expressly provided in this Section 6(j), the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation, and any issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate, sell or transfer all or part of its business or assets. (k) RIGHTS AS A SHAREHOLDER. An Optionee or a transferee of an Option shall have no rights as a shareholder with respect to any shares covered by the Option until the date of the issuance of a stock certificate to him or her for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 6(j) hereof. (l) OTHER PROVISIONS. The Option Agreements authorized under the Plan shall contain such other provisions, including, without limitation, (i) the granting of Rights, (ii) the imposition of restrictions upon the exercise of an Option and (iii) in the case of an Incentive Stock Option, the inclusion of any condition not inconsistent with such Option qualifying as an Incentive Stock Option, as the Committee shall deem advisable. 7. Stock Appreciation Rights. (a) The Committee shall have authority to grant Rights to the holder of any Option granted under the Plan (the "Related SAR Option") with respect to all or some of the shares of Common Stock covered by such Related SAR Option. A Right may be granted either at the time of grant of the Related SAR Option or any time thereafter during its term (except as otherwise provided in Section 10 hereof). Each Right shall be exercisable only if, and to the extent that, the Related SAR Option is exercisable and, in the case of Rights granted in respect of Incentive Stock Options, only when the Fair Market Value per share of Common Stock exceeds the Option Price per share. Upon the exercise of a Right, the Related SAR Option shall cease to be exercisable to the extent of the shares of Common Stock with respect to which such Right is exercised, but shall be considered to have been exercised to that extent for purposes of determining the number of shares available for the grant of further Options and Rights pursuant to the Plan. Upon the exercise or termination of a Related SAR Option, the Right with respect to such Related SAR Option shall terminate to the extent of the shares of Common Stock with respect to which the Related SAR Option was exercised or terminated. (b) Upon the exercise of a Right, the holder thereof, subject to paragraph (e) of this Section 7, shall be entitled at the holder's election to receive either: (1) that number of shares of Common Stock equal to the quotient computed by dividing the Spread (as defined in Paragraph (c) hereof) by the Fair Market Value per share of Common Stock on the date of exercise of the Right; provided, however, that in lieu of fractional shares, the Corporation shall pay cash equal to the same fraction of the Fair Market share of Common Stock on the date of exercise of the Right, or (2) an amount in cash equal to the Spread, or (3) a combination of cash and a number of shares calculated as provided in clause (1) of this paragraph (b) (after reducing the Spread by such cash amount), plus cash in lieu of any fractional shares as above provided. (c) The term "Spread" as used in this Section 7 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Fair Market Value per share of Common Stock on the date the Right is exercised, over (B) the Option Price per share at which the Related SAR Option is exercisable, by (ii) the number of shares with respect to which such Right is being exercised. (d) Notwithstanding the provisions of this Section 7, a Right may not be exercised until the expiration of six (6) months from the date of grant of such Right. (e) Notwithstanding the provisions of paragraph (b) of this Section 7, the Committee shall have sole discretion to consent to or disapprove an election to receive cash in whole or in part ("Cash Election") upon the exercise of a Right. Such consent or disapproval may be given at any time after the election to which it relates. A Cash Election and related exercise may be made only during the period beginning on the 3rd business day following the date of release for publication of the quarterly or annual summary statements of sales and earnings of the Corporation and ending on the 12th business day following such date. This condition shall be deemed to be satisfied when the specified financial data is first made publicly available. If the Committee shall disapprove a Cash Election, the exercise of the Right with respect to which the Cash Election was made shall be of no effect, but without prejudice to the right of the holder to exercise such Right in the future in accordance with its terms. (f) A Right may be granted to an Optionee irrespective of whether such Optionee is being granted or has been granted a Limited Right (as defined in Section 8 hereof). (g) No Right granted under the Plan may be sold, transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise), except as provided by will or the applicable laws of descent or distribution, and no Right shall be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of a Right or levy of attachment or similar process upon the Right not specifically permitted herein shall be null and void and without effect. Rights may be exercised only by the Optionee or by his or her guardian or legal representative during his or her lifetime, or by his or her estate or the person who acquires the right to exercise such Rights upon his or her death by bequest or inheritance. (h) Each Right shall be granted on such terms and conditions not inconsistent with the Plan as the Committee may determine. (i) To exercise a Right, the Optionee shall (i) give written notice thereof to the Committee in form satisfactory to the Committee specifying (A) the number of shares of Common Stock with respect to which the Right is being exercised, and (B) the amount the Optionee elects to receive in cash and shares of Common Stock with respect to the exercise of the Right, and (ii) if requested by the Committee, deliver the Option Agreement to the Secretary of the Corporation, who shall endorse thereon a notation of such exercise and return the Option Agreement to the Optionee. The date of exercise of a Right which is validly exercised shall be deemed to be the date on which there shall have been delivered the instruments referred to in the first sentence of this paragraph (i). (j) The Corporation intends that this Section 7 shall comply with the requirements of Rule 16b-3 and any future rules promulgated in substitution therefor (the "Rule") under the Securities Exchange Act of 1934, as amended, during the term of the Plan. Should any provision of this Section 7 not be necessary to comply with the requirements of the Rule, the Board may amend the Plan to add to or modify the provisions of the Plan accordingly 8. Stock Appreciation Rights - Limited Rights. (a) The Committee shall have authority to grant a stock appreciation right (referred to in this Section 8 as a "Limited Right') to the holder of any Option granted under the Plan (the "Related LSAR Option") with respect to all or some of the shares of Common Stock covered by such Related LSAR Option A Limited Right may be granted either of the time of tyrant of the Related LSAR Option or any time thereafter during its term (except as otherwise provided in Section 10 hereof). A Limited Right may be granted to an Optionee irrespective of whether such Optionee is being granted or has been granted a Right under Section 7 hereof. A Limited Right may be exercised only during the sixty-day period beginning on an "Acceleration Date" (as defined in Section 60)(3) hereof). Each Limited Right shall be exercisable only if, and to the extent that, the Related LSAR Option is exercisable and, in the case of a Limited Right granted in respect of an Incentive Stock Option, only when the Fair Market Value per share of Common Stock exceeds the Option Price per share. Notwithstanding the provisions of the two immediately preceding sentences, no Limited Right may be exercised until the expiration of six (6) months from the date of the Limited Right. Upon the exercise of a Limited Right, such Related LSAR Option shall cease to be exercisable to the extent of the shares of Common Stock with respect to which such Limited Right is exercised, but shall be considered to have been exercised to that extent for purposes of determining the number of shares of Common Stock available for the grant of further Options and Rights pursuant to this Plan. Upon the exercise or termination of a Related LSAR Option, the Limited Right with respect to such Related LSAR Option shall terminate to the extent of the shares of Common Stock with respect to which the Related LSAR Option was exercised or terminated. (b) Upon the exercise of a Limited Right, the holder thereof shall receive in cash whichever of the following amounts is applicable: (1) in the case of an exercise of Limited Rights by reason of the occurrence of an Offer (as defined in Section 6(j)(3)(i) hereof), an amount equal to the Offer Spread (as defined in Section 8(d) hereof); (2) in the case of an exercise of Limited Rights by reason of shareholder approval of an agreement described Section 6(j)(3)(ii), an amount equal to the Merger Spread (as defined in Section 8(f) hereof); (3) in the case of an exercise of Limited Rights by reason of an acquisition of Common Stock described in Section 6(j)(3)(iii), an amount equal to the Acquisition Spread (as defined in Section 8(h) hereof); or (4) in the case of an exercise of Limited Rights by reason of the change in composition of the Board of Directors described in Section 6(j)(3)(iv), an amount equal to the Spread (as defined in Section 8(i) hereof). Notwithstanding the foregoing, in the case of a Limited Right granted in respect of an Incentive Stock Option, the holder may not receive an amount in excess of such amount as will enable such option to qualify as an Incentive Stock Option. (c) The term "Offer Price per Share" as used in this Section 8 shall mean, with respect to the exercise of any Limited Right by reason of the occurrence of an Offer, the greater of (i) the highest price per share of Common Stock paid in any Offer, which Offer is in effect at any time during the sixty-day period ending on the date on which such Limited Right is exercised, or (ii) the highest Fair Market Value per share of the Common Stock during such sixty-day period. Any securities or property which are part or all of the consideration paid for shares of Common Stock in the Offer shall be valued in determining the Offer Price per Share at the higher of (A) the valuation placed on such securities or property by the corporation, person or other entity making such Offer or (B) the valuation placed on such securities or property by the Committee. (d) The term "Offer Spread" as used in this Section 8 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Offer Price per Share over (B) the Option Price per share of Common Stock at which the Related LSAR Option is exercisable, by (ii) the number of shares of Common Stock with respect to which such Limited Right is being exercised. (e) The term "Merger Price per Share" as used in this Section 8 shall mean, with respect to the exercise of any Limited Right by reason of shareholder approval of an agreement described in Section 6(j)(3)(ii), the greater of (i) the fixed or formula price for the acquisition of shares of Common Stock specified in such agreement if such fixed or formula price is determinable on the date on which such Limited Right is exercised, and (ii) the highest Fair Market Value per share of Common Stock during the sixty-day period ending on the date on which such Limited Right is exercised. Any securities or property which are part or all of the consideration paid for shares of Common Stock pursuant to such agreement shall be valued in determining the Merger Price per Share at the higher of (A) the valuation placed on such securities or property by the corporation, person or other entity which is a party with the Corporation to such agreement or (B) the valuation placed on such securities or property by the Committee. (f) The term "Merger Spread" as used in this Section 8 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Merger Price per Share over (B) the Option Price per share of Common Stock at which the Related LSAR Option is exercisable, by (ii) the number of shares of Common Stock with respect to which such Limited Right is being exercised. (g) The term "Acquisition Price per Share" as used in this Section 8 shall mean, with respect to the exercise of any Limited Right by reason of an acquisition of Common Stock described in Section 6(j)(3)(iii), the greater of (i) the highest price per share stated on the Schedule 13D or amendment thereto filed by the holder of 20% or more of the Corporation's Common Stock which gives rise to the exercise of such Limited Right, and (ii) the highest Fair Market Value per share of Common Stock during the sixty-day period ending on the date the Limited Right is exercised. (h) The term "Acquisition Spread" as used in this Section 8 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Acquisition Price per Share over (B) the Option Price per share of Common Stock at which the Related LSAR Option is exercisable, by (ii) the number of shares of Common Stock with respect to which such Limited Right is being exercised. (i) The term "Spread" as used in this Section 8 shall mean, with respect to the exercise of any Limited Right by reason of a change in the composition of the Board described in Section 6(j)(3)(iv), an amount equal to the product computed by multiplying (i) the excess of (A) the highest Fair Market Value per share of Common Stock during the sixty-day period ending on the date the Limited Right is exercised over (B) the Option Price per share of Common Stock at which the Related LSAR Option is exercisable, by (ii) the number of shares of Common Stock with respect to which the Limited Right is being exercised. (j) Notwithstanding any other provision of the Plan, no Right granted pursuant to Section 7 hereof may be exercised at a time when any Limited Rights held by the holder of such Right may be exercised. (k) Paragraphs (g) through (j) of Section 7 hereof, with respect to the transfer and exercise of a Right and compliance of the Plan with the requirements of the Rule, shall apply to Limited Rights with the same effect as if set forth in this Section 8. 9. Agreement by Optionee Regarding Withholding Taxes. If the Committee shall so require, as a condition of exercise, each Optionee shall agree that: (a) no later than the date of exercise of any Option or Right (including a Limited Right) granted hereunder, the Optionee will pay to the Corporation or make arrangements satisfactory to the Committee regarding payment of any Federal, state or local taxes of any kind required by law withheld upon the exercise of such Option or Right, and; (b) the Corporation shall, to the extent permitted or required by law, have the right to deduct from any kind otherwise due to the Optionee, Federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Option or Right. 10. Term of Plan. Options and Rights (including Limited Rights) may be granted pursuant to the Plan from time to time within a period of ten (10) years from the date the Plan is adopted by the Board, or the date the Plan is approved by the shareholders of the Corporation, whichever is earlier. 11. Amendment and Termination Of The Plan. The Board may at any time and from time to time, suspend, terminate, modify or amend the Plan, provided that any amendment that would materially increase the aggregate number of shares of Common Stock as to which Options, Rights, and Limited Rights may be granted under the Plan; materially increase the benefits accruing to participants under the Plan; or materially modify the requirements as to eligibility for participation in the Plan, shall be subject to the approval of the holders of a majority of the Common Stock issued and outstanding, except that any such increase or modification that may result from adjustments authorized by Section 6(j) hereof shall not require such approval. Except as provided in Section 6 hereof, no suspension, termination, modification or amendment of the Plan may adversely affect any Option or Right previously granted, unless the written consent of the Optionee is obtained. 12. Approval of Shareholders. The Plan shall not take effect until approved by the holders of a majority of the issued and outstanding shares of Common Stock of the Corporation, which approval must occur within the period beginning twelve months before and ending twelve months after the date the Plan is adopted by the Board. 13. Miscellaneous. (a) Legal and Other Requirements. Shares of Common Stock shall not be issued with respect to any Options or Rights unless the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange upon which the Common Stock may then be listed. The Plan is intended to comply with Rule 16b-3, and any provision of the Plan which the Committee determines in its sole and absolute discretion to be inconsistent with said Rule shall, to the extent of such inconsistency, be inoperative and null and void, and shall not affect the validity of the remaining provisions of the Plan. (b) Special Circumstances. The inability of the Corporation to obtain approval from any regulatory body or authority deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Common Stock hereunder shall relieve the Corporation of any liability in respect of the non-issuance or sale of such Common Stock. As a condition to the exercise of an Option or Right, the Corporation may require the person exercising the Option or Right to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law. Certificates for shares of Common Stock issued hereunder may be legended as the Committee shall deem appropriate. (c) No Obligation to Exercise Options or Rights. The granting of an Option or Right shall impose no obligation upon an Optionee to exercise such Option or Right. (d) Application of Funds. The proceeds received by the Corporation from the sale of Common Stock pursuant to Options will be used for general corporate purposes. (e) Notices. Every direction, revocation or notice authorized or required by the Plan shall be deemed delivered to the Corporation (1) on the date it is personally delivered to the Secretary of the Corporation at its principal executive offices or (2) when deposited in a United States Post Office, postage prepaid, addressed to the Secretary at such offices, and shall be deemed delivered to an Optionee (1) on the date it is personally delivered to him or her or (2) when deposited in a United States Post Office, postage prepaid, addressed to him or her at the address shown for him or her on the records of the Corporation. (f) Applicable, Law. All questions pertaining to the validity, construction and administration of the Plan and Options and Rights granted hereunder shall be determined in conformity with the laws of the state of Michigan, except to the extent that federal law shall be deemed to apply. EX-10.64 3 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT Third Amendment to Employment Agreement Third Amendment (the "Amendment") made as of January 1, 1995, by and between NuVision, Inc., a Michigan corporation ("Company"), and Jonathan E. Raven ("Employee"). Recitals A. Pursuant to an employment agreement (the "Employment Agreement") dated as of June 12, 1991, Company continued to employ Employee as President Chief Operating Officer. B. The parties wish to amend the Employment Agreement to take into account a new base salary of Employee. Agreement 1. Salary. Effective January 1, 1995, the base salary of Employee shall be $208,650. 2. Life Insurance. Employee shall receive life insurance in the total amount of $350,000. 3. Disability Insurance. Employee shall receive a long-term disability insurance providing 70% of regular earnings to a maximum of $10,000 per month. 4. Ratification. In all other respects, the parties affirm and ratify the Employment Agreement. EMPLOYEE: NUVISION, INC. /s/ Jonathan E. Raven By: /s/ Eli Shapiro Jonathan E. Raven Eli Shapiro, Chairman EX-10.65 4 AMENDMENT TO EMPLOYMENT AGREEMENT Amendment to Employment Agreement Amendment (the "Amendment") made as of January 1, 1995, by and between NuVision, Inc., a Michigan corporation ("Company"), and Stephen L. Hirsch ("Employee"). Recitals A. Pursuant to an employment agreement (the "Employment Agreement") dated as of June 12, 1991, Company continued to employ Employee as Executive Vice President Chief Financial Officer. B. The parties wish to amend the Employment Agreement to take into account a new base salary of Employee. Agreement 1. Salary. Effective January 1, 1995, the base salary of Employee shall be $150,870. 2. Life Insurance. Employee shall receive life insurance in the total amount of $350,000. 3. Disability Insurance. Employee shall receive a long-term disability insurance providing 70% of regular earnings to a maximum of $10,000 per month. 4. Ratification. In all other respects, the parties affirm and ratify the Employment Agreement. EMPLOYEE: NUVISION, INC. /s/ Stephen L. Hirsch By: /s/ Jonathan E. Raven Stephen L. Hirsch Jonathan E. Raven, President -----END PRIVACY-ENHANCED MESSAGE-----