Key Employees' Stock Option Plan (20K)
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THE B.F.GOODRICH COMPANY
KEY EMPLOYEES' STOCK OPTION PLAN
The purpose of the Plan is to enable the Company to be competitive in
encouraging key employees, who in the opinion of the Board of Directors perform
services of special importance to the management, operation and the development
of the business of the Company or its subsidiaries, to remain in its service, to
attract others to it, and to provide such employees with an additional incentive
to contribute to the prosperity of the Company.
The Board may in its discretion from time to time, grant to key employees of the
Company and its subsidiaries (including officers whether or not Directors)
options to purchase, at a cash price not less than 100% of the fair market value
on the date of grant (the "option price"), treasury shares or authorized but
unissued shares of common stock of the Company, subject to the conditions set
forth in this Plan. The aggregate number of shares which may be issued pursuant
to options granted under this Plan shall not exceed 1,000,000 shares plus such
number of additional shares available for allotment under this Plan on April 15,
1991 and from any options granted under this Plan prior to April 15, 1991 which
shall thereafter expire, terminate, or be cancelled for any reason without being
exercised and from Stock Awards which are forfeited. To the extent permitted by
law the Board may delegate any or all of its powers under this Plan to a
Committee of not less than three Directors, who are not Officers or employees of
the Company, and who are not eligible to participate in the Plan. The Board or
the Committee may delegate to the chief executive officer and to other senior
officers of the Company its duties under the Plan, with respect to not more than
10% of the shares authorized under this Plan, pursuant to such conditions or
limitations as the Committee may establish, except that only the Committee may
select Participants and grant options, appreciation rights and Stock Awards to
Participants who are subject to Section 16 of the Securities Exchange Act of
1934.
The Board, at the time of granting to any employees an option to purchase shares
or any related stock appreciation right or limited stock appreciation right
under the Plan, shall fix the terms and conditions upon which such option or
appreciation right may be exercised, and may designate options incentive stock
options pursuant to Section 422 of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code") or any other statutory stock option that may be
permitted under the Internal Revenue Code from time to time, provided, however
that (i) the date on which such options and related appreciation rights shall
expire, if not exercised, may not be later than ten years after the date of
grant of the option, (ii) in the case of options designated as incentive stock
options (as defined in Section 422 of the Internal Revenue Code), the aggregate
fair market value of stock optioned to an employee (determined at time of grant)
under this plan or any other plan of this Company and its subsidiaries with
respect to which incentive stock options are exercisable for the first time by
such employee during any calendar year shall be limited to $100,000 (unless such
Section 422 limit is revised, then in conformance with such revision) and (iii)
in case of any other statutory stock option permitted under the Internal Revenue
Code, then in accordance with such provisions as in effect from time to time.
Within the foregoing limitations, the Board shall have the authority in its
discretion to specify all other terms and conditions, including but not limited
to provisions for the exercise of options in installments, the time limits
during which options may be exercised, and in lieu of payment in cash, the
exercise in whole or in part of options by tendering common stock of the Company
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