EXHIBIT 10.5
UNUM CORPORATION
1996 LONG-TERM STOCK INCENTIVE PLAN
SECTION 1. Purpose.
The purpose of the UNUM Corporation 1996 Long-Term Stock Incentive Plan (the
"Plan") is to promote the interests of UNUM Corporation and its stockholders by
(i) attracting and retaining executive officers and other key employees of
outstanding ability; (ii) motivating such individuals, by means of
performance-related incentives, to achieve longer-range performance goals; and
(iii) enabling such individuals to participate in the long-term growth and
financial success of UNUM Corporation.
SECTION 2. Definitions.
"Affiliate" shall mean any corporation or other entity which is not a Subsidiary
but as to which the Corporation possesses a direct or indirect ownership
interest and has representation on the board of directors or any similar
governing body.
"Award" shall mean a grant or award under Sections 6 through 10, inclusive, of
the Plan, as evidenced in a written document delivered to a Participant.
"Board" shall mean the Board of Directors of the Corporation.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" shall mean the Compensation Committee of the Board, or, to the
extent necessary to satisfy the requirements of Section 162(m) of the Code, a
subcommittee thereof .
"Common Stock" or "Stock" shall mean the common stock, $.10 par value, of the
Corporation.
"Corporation" shall mean UNUM Corporation.
"Employee" shall mean any employee of the Employer.
"Employer" shall mean the Corporation and any Subsidiary or Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from
time to time.
"Fair Market Value" shall mean the average of the highest and lowest sales
prices reported for consolidated trading of the Stock on the New York Stock
Exchange on the date in question, or, if the Stock shall not have been traded on
such date, the average of such highest and lowest sales prices on the first day
prior thereto on which the Stock was so traded.
"Fiscal Year" shall mean the fiscal year of the Corporation.
"Incentive Stock Option" shall mean a stock option granted under Section 6 which
is intended to meet the requirements of Section 422 of the Code.
"Limited Right" shall mean a limited stock appreciation right granted under
Section 8.
"Non-Qualified Stock Option" shall mean a stock option granted under Section 6
which is not intended to be an Incentive Stock Option.
"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.
"Participant" shall mean an Employee who is selected by the Committee to receive
an Award under the Plan.
"Performance Measures" shall mean the criteria and objectives, established by
the Committee, which shall be satisfied as a condition to the receipt of shares
by a Participant under a Restricted Stock Award, or to the payment or receipt of
shares or cash under a Restricted Stock Unit or Performance Share Award. With
respect to any Restricted Stock, Restricted Stock Unit or Performance Share
Award which the Committee designates as being intended to satisfy the
requirements of Section 162(m) of the Code and the regulations thereunder, such
criteria and objectives shall be based on one or more of the following: the
market price of a share of the Common Stock; earnings per share, return to
stockholders (including dividends), return on equity, earnings of the
Corporation on a GAAP or statutory accounting basis, revenues, market share,
cash flow or cost reduction goals, underwriting margin, or any combination of
the foregoing. Such criteria and objectives may be expressed on either an
absolute basis or relative to the performance of a peer group selected by the
Committee. In the case of any Restricted Stock or Performance Share Award which
the Committee does not designate as being intended to satisfy the requirements
of Section 162(m) of the Code and the regulations thereunder, such criteria and
objectives, if any, may include one or more of the criteria and objectives
referred to above or such other criteria and objectives as the Committee may
determine.
"Performance Period" shall mean a period designated by the Committee during
which the Performance Measures applicable to a Performance Share Award shall be
measured.
"Performance Share" shall mean a right, granted to a Participant under Section
10 of this Plan, contingent upon the attainment of specified Performance
Measures within a specified Performance Period, to receive one share of Common
Stock, which may be Restricted Stock, or in lieu thereof, the Fair Market Value
of such Performance Share in cash.
"Restricted Stock" shall mean shares of Common Stock contingently granted to a
Participant under Section 9 of this Plan.
"Restricted Stock Unit" shall have the meaning provided in Section 10(a).
"Restriction Period" shall mean a period designated by the Committee during
which the Performance Measures and other conditions applicable to a Restricted
Stock Award, Restricted Stock Unit Award or Performance Share Award shall be
measured.
"Stock Appreciation Right" shall mean an Award granted under Section 7 of the
Plan.
"Subsidiary" shall mean any business entity in which the Corporation possesses
directly or indirectly fifty percent (50%) or more of the total combined voting
power.
"Voting Securities" shall mean securities which are entitled to cast votes as to
general corporate matters, including the election of directors.
SECTION 3. Administration.
The Committee shall have full power to interpret and administer the Plan and
full authority to select the individuals to whom Awards will be granted and to
determine the type and amount of Award(s) to be granted to each Participant, the
terms and conditions of Awards granted under the Plan and the terms and
conditions of the agreements which will be entered into with Participants.
The Committee shall have the authority to adopt, alter and repeal such rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable; to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreements relating thereto); to direct employees
of the Corporation and its subsidiaries or other advisors to prepare such
materials or perform such analysis as the Committee deems necessary or
appropriate; and otherwise to supervise the administration of the Plan. The
Committee may delegate such of its responsibilities set forth above to members
of the Corporation's management as the Committee may determine, with regard to
the grant, amendment, interpretation and administration of Awards to
Participants who are not subject to Sections 16(a) and 16(b) of the Exchange
Act, and except with respect to Awards which are designed to satisfy the
requirements of Section 162(m) of the Code and the regulations thereunder.
Any interpretation and action under this Plan by the Committee, or members of
the Corporation's management acting under authority delegated by the Committee,
shall be final, binding and conclusive on the Corporation, its stockholders,
Subsidiaries, Affiliates, all Participants, their respective legal
representatives, successors and assigns and upon all persons claiming under or
through any of them. Neither any member of the Board of Directors or of the
Committee nor any member of the Corporation's management acting under authority
delegated by the Committee shall incur any liability for any action taken or
omitted, or any determination made, in good faith in connection with the Plan.
SECTION 4. Eligibility.
Participation in the Plan shall be limited to those key employees of the
Corporation and any Subsidiary and Affiliate selected at the sole discretion of
the Committee.
SECTION 5. Maximum Amount Available for Awards.
Subject to adjustment as provided in Section 12(j), the maximum number of shares
of Stock in respect of which Awards may be made under the Plan shall be a total
of 7,000,000 shares of Common Stock, provided that during any single calendar
year (i) Options shall not be granted to any individual Participant to purchase
more than 400,000 shares of the Common Stock, and (ii) the sum of all shares of
Restricted Stock plus all Restricted Stock Units plus all Performance Shares
granted to any individual Participant shall not exceed 200,000. Common Stock may
be made available from the authorized but unissued shares of the Corporation or
from shares reacquired by the Corporation, including shares purchased in the
open market. In the event that (i) an Option, or Stock Appreciation Right, or
Limited Right expires, terminates, or is canceled, surrendered or exchanged
unexercised as to any shares of Common Stock covered thereby, or (ii) any other
Award in respect of shares is forfeited for any reason under the Plan, such
shares shall thereafter be again available for award pursuant to the Plan.
SECTION 6. Stock Options.
(a) Grant. The Committee may, in its discretion, grant Options to such
eligible Participants as it may select. The Committee shall determine the
number of shares to be covered by each Option, the Option Price, as
defined below, therefor and the conditions and limitations applicable to
the exercise of the Option. The Committee shall have the authority to
grant Incentive Stock Options, or to grant Non-Qualified Stock Options,
or to grant both types of Options. In the case of Incentive Stock
Options, the terms and conditions of such grants shall be subject to and
comply with such rules as may be prescribed by Section 422 of the Code
and any regulations implementing Section 422.
(b) Option Price. The Committee shall establish the exercise price of the
Option (the "Option Price") at the time each Option is granted, which
Option Price shall not be less than 100% of the Fair Market Value of the
Common Stock on the date of grant.
(c) Exercise.
(1) Each Option shall be exercisable at such times and subject to such
terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award or thereafter; provided, however,
that in no event may any Option granted hereunder be exercisable
after the expiration of ten years from the date of grant. The
Committee may impose such conditions with respect to the exercise
of Options, including without limitation, any relating to the
application of federal or state securities laws, as it may deem
necessary or advisable.
(2) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the Option Price therefor is received by
the Corporation. Such payment may be made in cash, or its
equivalent, or, subject to such rules and guidelines as the
Committee may establish, by exchanging shares of Common Stock owned
by the optionee (which are not the subject of any pledge or other
security interest), or by a combination of the foregoing, provided
that the combined value of all cash and cash equivalents and the
Fair Market Value of any such Common Stock so tendered to the
Corporation, valued as of the date of such tender, is at least
equal to such Option Price.
(d) Termination of Employment.
(1) If a Participant ceases to be an Employee other than by reason of
death, retirement or permanent disability, any then outstanding
Options may be exercised at any time before their expiration date
or within three months after the date of termination, whichever is
earlier, but only (unless otherwise determined by the Committee) to
the extent that such Options were exercisable when employment
ceased, and to the extent not so exercisable, the Option shall
terminate on the date employment ceases; provided, however, that if
a Participant is terminated for cause the Committee may determine
that no Option may be exercised at any time after the termination
date.
(2) If a Participant's employment terminates because of death or
permanent disability, all then outstanding Options previously
granted to the Participant will become exercisable. In the case of
death of the Participant, such Options may be exercised at any time
before their expiration date or within three years after the date
of termination, whichever is earlier. In the case of permanent
disability, such Options may be exercised at any time before their
expiration date.
(3) If a Participant's employment terminates because of retirement, any
then outstanding Options may be exercised at any time before their
expiration date or within five years after the date of termination,
whichever is earlier, but only (unless otherwise determined by the
Committee) to the extent that such Options were exercisable when
employment ceased, and to the extent not so exercisable, the Option
shall terminate on the date employment ceases.
SECTION 7. Stock Appreciation Rights.
(a) The Committee shall have the authority to grant Stock Appreciation Rights
in tandem with the grant of an Option or freestanding and unrelated to an
Option. Stock Appreciation Rights granted in tandem with an Option may be
granted either at or after the time of the grant of such Option.
Stock Appreciation Rights or any applicable portion thereof granted in
tandem with a given Option shall only be exercisable to the extent that
the related Option is exercisable and shall terminate and no longer be
exercisable upon the expiration, termination, or cancellation of the
related Option.
The exercise of an Option shall result in an immediate forfeiture of any
Stock Appreciation Right granted in tandem with that Option, and the
exercise of such Stock Appreciation Right shall cause an immediate
forfeiture of its related Option. Stock Appreciation Rights shall not be
exercisable after the expiration of ten years from date of grant. A Stock
Appreciation Right granted in tandem with an Option may be exercised by
an optionee, in accordance with this Section 7, by surrendering the
applicable portion of the related Option. Upon such exercise and
surrender, the optionee shall be entitled to receive an amount determined
in the manner prescribed in this Section 7.
(b) A Stock Appreciation Right shall entitle the Participant to receive from
the Corporation an amount equal to the excess of the Fair Market Value of
a share of Common Stock on the date of the exercise of the Stock
Appreciation Right over the grant price thereof, provided that the
Committee may for administrative convenience determine that, for any
Stock Appreciation Right which is not related to an Incentive Stock
Option and can only be exercised during limited periods of time in order
to satisfy the conditions of certain rules of the Securities and Exchange
Commission, the exercise of any such Stock Appreciation Right for cash
during such limited period shall be deemed to occur for all purposes
hereunder on the day during such limited period on which the Fair Market
Value of the Stock is the highest. Any such determination by the
Committee may be changed by the Committee from time to time and may
govern the exercise of Stock Appreciation Rights granted prior to such
determination as well as Stock Appreciation Rights thereafter granted.
The Committee shall determine whether Stock Appreciation Rights shall be
settled in cash, shares of Common Stock or a combination of cash and
shares of Common Stock.
SECTION 8. Limited Rights.
(a) The Committee shall have the authority to grant Limited Rights in tandem
with the grant of an Option or freestanding and unrelated to an Option.
Limited Rights granted in tandem with an Option may be granted either at
or after the time of the grant of such Option.
Limited Rights or any applicable portion thereof granted in tandem with a
given Option shall terminate and no longer be exercisable upon the
expiration, termination or cancellation of the related Option. The
exercise of an Option shall result in an immediate forfeiture of any
Limited Right granted in tandem with that Option, and the exercise of
such Limited Right shall cause an immediate forfeiture of its related
Option.
A Limited Right granted in tandem with an Option may be exercised by an
optionee, in accordance with this Section 8, by surrendering the
applicable portion of the related Option. Upon such exercise and
surrender, the optionee shall be entitled to receive an amount determined
in the manner prescribed in this Section 8.
(b) Limited Rights shall only be exercisable during the 30 day period
following a Change in Control as defined in Section 11 and shall not be
exercisable after the expiration of ten years from the date of grant.
(c) Upon the exercise of a Limited Right, an optionee shall be entitled to
receive from the Corporation an amount in cash equal in value to the
excess of (i) the higher of (A) the highest price per share paid in
connection with the Change in Control or (B) the highest Fair Market
Value per share as reported in the Wall Street Journal at any time during
the 60 day period preceding the Change in Control over (ii) in the case
of a Limited Right granted in tandem with an Option, the Option Price per
share specified in the related Option and in the case of all other
Limited Rights, the price per share established in the grant of the
Limited Right (which shall not be less than the Fair Market Value of a
share of Common Stock on the date of grant), such excess to be multiplied
by the number of shares in respect of which the Limited Right shall have
been exercised; provided, however, that upon the exercise of a Limited
Right granted in tandem with an Incentive Stock Option, the amount set
forth in clause (i) shall not exceed the Fair Market Value of a share on
the date of exercise of the Limited Right.
(d) Limited Rights shall be subject to such other terms and conditions, not
inconsistent with the provisions of the Plan, as shall be determined from
time to time by the Committee. This Section 8 shall be interpreted in
accordance and consistent with the principles set forth in Rule 16b-3 of
the Exchange Act.
SECTION 9. Restricted Stock.
(a) Grant. The Committee may, in its discretion, grant shares of Restricted
Stock to such eligible Participants as it may select. The Committee shall
determine the number of shares of Restricted Stock to be granted to each
Participant, whether or not the Restricted Stock Award is designed to
satisfy the requirements of Section 162(m) of the Code and the
regulations thereunder, the duration of the Restriction Period (if any)
during which, and the conditions under which, the Restricted Stock may be
forfeited to the Corporation, and the other terms and conditions of such
Awards. The Committee may condition the vesting of shares of Restricted
Stock on Performance Measures to be attained by the Corporation and/or
the Participant over a stated Performance Period.
(b) Assignability. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as herein provided,
during the Restriction Period.
(c) Dividends. The Committee shall determine whether dividends payable on
shares of Restricted Stock shall be paid to the Participant during the
Restriction Period or held in a suspense account for payment (with or
without interest) to the Participant only in the event of the vesting of
the underlying shares of Restricted Stock.
(d) Termination of Employment. Subject to Section 11 of this Plan, all of the
provisions governing the satisfaction of Performance Measures and the
termination of the Restriction Period relating to a Restricted Stock
Award, or any cancellation or forfeiture of shares of Restricted Stock
upon termination of employment of the Participant, whether by reason of
death, permanent disability, retirement, or otherwise, shall be set forth
in the Agreement relating to such Restricted Stock Award, or in guidelines
established by the Committee and made applicable to such Restricted Stock
Award.
SECTION 10. Restricted Stock Units.
(a) Grant. The Committee may, in its discretion, grant Restricted Stock Units
to such eligible Participants as it may select. Restricted Stock Units
shall entitle the Participant to receive one share of Common Stock per
Unit at the times and subject to the conditions determined by the
Committee. The Committee shall determine the number of Units to be
granted to each Participant, whether or not the Restricted Stock Units
are designed to satisfy the requirements of Section 162(m) of the Code
and the regulations thereunder, the duration of the Restricted Period (if
any) during which, and the conditions under which, the Restricted Stock
Units may be forfeited to the Corporation, the schedule for settlement,
and any other terms and conditions relating to each grant, not
inconsistent with the terms of this Plan, as the Committee shall deem
advisable. The Committee may provide that the holder of a Restricted
Stock Unit Award shall receive cash or Common Stock equal in value to the
dividends paid with respect to a specified number of shares of the Common
Stock, as such dividends accrue or upon settlement of the Restricted
Stock Unit Award, in which case dividends may be deemed to have been
reinvested in additional Common Stock or such other investment vehicles
as the Committee may specify.
(b) Assignability. Restricted Stock Units may not be sold, assigned,
transferred, pledged or otherwise encumbered.
(c) Termination of Employment. Subject to the renumbered Section 12 of this
Plan, all of the provisions governing the satisfaction of Performance
Measures and the termination of the Restriction Period relating to a
Restricted Stock Unit Award, or any cancellation or forfeiture of shares
of Restricted Stock Units upon termination of employment of the
Participant, whether by reason of death, permanent disability, retirement,
or otherwise, shall be set forth in the Agreement relating to such
Restricted Stock Unit Award, or in guidelines established by the Committee
and made applicable to such Restricted Stock Unit Award.
SECTION 11. Performance Share Awards
(a) Grant. The Committee may, in its discretion, grant Performance Share
Awards to such eligible Participants as it may select. The Committee shall
determine the number of Performance Shares to be granted to each
Participant, whether or not the Performance Share Award is designed to
satisfy the requirements of Section 162(m) of the Code and the regulations
thereunder, the Performance Measures and Performance Period applicable to
each grant, and any other terms and conditions relating to each grant, not
inconsistent with the terms of this Plan, as the Committee shall deem
advisable.
(b) Settlement. The Agreement relating to a Performance Share Award (i) shall
specify whether such award may be settled in shares of Common Stock
(including shares of Restricted Stock) or cash or a combination thereof;
and (ii) may specify whether the holder thereof shall be entitled to
receive, on a current or deferred basis, dividend equivalents, and if
determined by the Committee, interest on any deferred dividend
equivalents with respect to the number of shares of Common Stock subject
to such Award. Prior to the settlement of a Performance Share Award in
shares of Common Stock, including Restricted Stock, the holders of such
award shall have no rights as a stockholder of the Corporation with
respect to the shares of Common Stock subject to such Award.
(c) Termination of Employment. Subject to Section 12 of this Plan, all of the
terms relating the satisfaction of Performance Measures and the
termination of the Performance Period relating to a Performance Share
Award, or any cancellation or forfeiture of such Performance Share Award
upon a termination of employment, whether by reason of death, disability,
retirement, or otherwise, shall be set forth in the Agreement relating to
such Performance Share Award, or in guidelines established by the
Committee and made applicable to such Performance Share Award.
SECTION 12. Change of Control.
Notwithstanding anything to the contrary contained herein, unless otherwise set
forth in any agreement relating to an Award, in the event of a Change in Control
(as hereinafter defined), (i) each outstanding Option, Stock Appreciation Right
and Limited Right granted under the Plan shall become exercisable in full for
the aggregate number of shares covered thereby; (ii) any Performance Measure
relating to any Restricted Stock, Restricted Stock Units or Performance Share
Award (including any Restricted Stock already granted or to be granted in
satisfaction of a Performance Share Award) shall be deemed to be satisfied at
the maximum level; and (iii) any Restriction Period and/or Performance Period
relating to any Restricted Stock, Restricted Stock Unit or Performance Share
Award (including any Restricted Stock already granted or to be granted in
satisfaction of a Performance Share Award) shall lapse (and any other condition
pertaining to the vesting of any such Award shall be waived) and such shares or
Award shall be deemed fully vested.
For purposes of this Plan, a Change in Control shall be deemed to have occurred
upon the first to occur of the following events:
(i) any "person," as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than the Corporation, a trustee or other
fiduciary holding Voting Securities under an employee benefit plan
of the Corporation, or any corporation owned, directly or
indirectly, by the stockholders of the Corporation in substantially
the same proportions as their ownership of stock of the
Corporation), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing more than 40% of the
number of the Corporation's then outstanding Voting Securities,
excluding any "person" who becomes such a beneficial owner in
connection with an Excluded Transaction described in clause (iii)
below;
(ii) the following individuals cease for any reason to constitute a
majority of the directors then serving: individuals who on January
1, 1996, constitute the Board, and any new director (other than a
director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited
to a consent solicitation, relating to the election of directors of
the Corporation) whose appointment or election by the Board or
nomination for election by the Corporation's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on January 1, 1996
or whose appointment or election or nomination for election was
previously so approved;
(iii) there is consummated a merger or consolidation of the Corporation
(or any direct or indirect wholly-owned Subsidiary of the
Corporation) with any other corporation, other than a merger or
consolidation which would result in the Voting Securities of the
Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or being converted into
voting securities of the surviving entity or any parent thereof)
more than 60% of the combined voting power of the Voting Securities
of the Corporation (or the voting securities of such surviving
entity or any parent thereof) outstanding immediately after such
merger or consolidation (an Excluded Transaction"); or
(iv) the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or there is consummated an agreement
for the sale or disposition by the Corporation of all or
substantially all of the Corporation's assets.
SECTION 13. General Provisions.
(a) Withholding. The Employer shall have the right to deduct from all amounts
paid to a Participant in cash (whether under this Plan or otherwise) any
taxes required by law to be withheld in respect of Awards under this
Plan. In the case of payments of Awards in the form of Common Stock, at
the Committee's discretion the Participant may be required to pay to the
Employer the amount of any taxes required to be withheld with respect to
such Common Stock, or, in lieu thereof, to the extent permitted by
applicable federal and state securities laws, the Employer shall have the
right to retain (or the Participant may be offered the opportunity to
elect to tender) the number of shares of Common Stock whose Fair Market
Value equals the amount required to be withheld. The Optionee shall be
entitled to elect to pay all or a portion of the exercise price for
options granted under this Plan and any withholding taxes in connection
with such exercise by having the shares of Common Stock to be issued by
the Corporation pursuant to such exercise sold by a broker-dealer under
circumstances meeting the requirements of 12 C.F.R. Section 220.
(b) Nontransferability. Unless so provided in the Agreement with respect to
such Award, no Award shall be assignable or transferable, and no right or
interest of any Participant shall be subject to any lien, obligation or
liability of the Participant, except by will or the laws of descent and
distribution.
(c) No Right to Employment. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the
Employer. Further, the Employer expressly reserves the right at any time
to dismiss a Participant free from any liability, or any claim under the
Plan, except as provided herein or in any agreement entered into with
respect to an Award.
(d) No Rights as Stockholder. Subject to the provisions of the applicable
Award, no Participant or transferee of an Option or Restricted Stock Unit
shall have any rights as a stockholder with respect to any shares of
Common Stock to be distributed under the Plan until he or she has become
the holder thereof. Notwithstanding the foregoing, in connection with
each grant of Restricted Stock hereunder, the applicable Award shall
specify if and to what extent the Participant shall not be entitled to
the rights of a stockholder in respect of such Restricted Stock.
(e) Construction of the Plan. The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations,
and rights relating to the Plan, shall be determined solely in accordance
with the laws of the State of Delaware.
(f) Effective Date. Subject to the approval of the stockholders of the
Corporation, the Plan shall be effective on March 8, 1996 (the "Effective
Date"). No Options or Awards may be granted under the Plan after March 7,
2006.
(g) Amendment of Plan. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time. The Chief Executive Officer shall be
authorized to make minor or administrative modifications to the Plan as
well as modifications to the Plan which may be dictated by requirements
of federal or state statutes applicable to the Corporation or authorized
or made desirable by such statutes. No modification or termination of the
Plan shall, without the optionee's consent, alter or impair any of his or
her rights or obligations under any Award theretofore granted to him or
her under the Plan.
(h) Amendment of Award. The Committee may amend, modify or terminate any
outstanding Award with the Participant's consent at any time prior to
payment or exercise in any manner not inconsistent with the terms of the
Plan, including without limitation, (i) to change the date or dates as of
which (A) an Option, Stock Appreciation Right or Limited Right becomes
exercisable, or (B) shares of Restricted Stock, Restricted Stock Units or
Performance Share Awards become nonforfeitable; or (ii) to cancel and
reissue an Award under such different terms and conditions as it
determines appropriate.
(i) Hardship Distributions. In no event shall any Option granted under this
Plan be exercisable through payment of the Option Price in cash during
the period of one year following a hardship distribution under the UNUM
Employees Retirement Savings Plan and Trust, as defined therein.
(j) Adjustments and Assumption. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares,
merger, consolidation, distribution of assets, or any other change in the
corporate structure or shares of the Corporation, the Committee shall
make such adjustments as it deems appropriate in the number and kind of
shares authorized by the Plan, in the number and kind of shares or
Performance Shares covered by the Awards granted, in the maximum number
of Options, Restricted Stock, Restricted Stock Units and Performance
Shares which may be granted to any individual Participant in a single
calendar year, and in the purchase price of outstanding Options. In the
event of any merger, consolidation or other reorganization in which the
Corporation is not the surviving or continuing corporation, unless
otherwise provided for in the documents governing such merger,
consolidation or other reorganization, all Awards granted hereunder and
outstanding on the date of such event shall be assumed by the surviving
or continuing corporation with appropriate adjustment as to the number
and kind of shares and purchase price of the shares.