FORM OF AMERIPRISE FINANCIAL
2005 INCENTIVE COMPENSATION PLAN
MASTER AGREEMENT
FOR
SUBSTITUTION AWARDS
DATED
, 2005
This Master Agreement sets forth the terms of Nonqualified Stock Options, Restricted Stock Awards, UK Stock Options and Letter of Intent Awards ("Awards") issued pursuant to the Ameriprise Financial 2005 Incentive Compensation Plan, as the same may be amended from time to time (the "Plan"), of Ameriprise Financial, Inc. (the "Company") in accordance with the terms of the Employee Benefits Agreement, by and between American Express Company and the Company, dated as of , 2005 (the "EBA")in substitution of outstanding awards made under the American Express Company 1998 Incentive Compensation Plan (the "1998 Plan") in connection with the Distribution (as defined in the EBA). The Awards are subject to the administration of the Compensation and Benefits Committee, or its successor (the "Committee"), of the Board of Directors of the Company (the "Board"). The specific terms of individual Awards are contained in the Award Schedule(s) delivered to the holders thereof. In connection with such substitution, such holders will become participants in the Plan (the "Participants"). All Awards shall be subject to the Plan, the Plan being incorporated into this Master Agreement by reference and made a part hereof.
All terms used herein and not defined herein shall have the meanings ascribed to such terms in the 1998 Plan as in effect immediately prior to the Distribution Date (such date as defined in the EBA). Notwithstanding anything to the contrary, any reference to "common shares" herein shall be a reference to "Common Stock" as defined in the Plan; any reference to the "Company and its Affiliates", "Company or such Affiliate", "Company or an Affiliate", "Company or any of its Affiliates" and "Company nor its Affiliates" herein shall be a reference to "Company" as defined in the Plan; and, with respect to any Award, any reference to "date of Option Grant", "Date of Grant", "date of the Award", "Award Date" or "LOI Date", as applicable, shall refer to the original date of grant of such Award pursuant the 1998 Plan.
For purposes of clarification, the Awards issued under this Master Agreement are a continuation of the Nonqualified Stock Options, Restricted Stock Awards, UK Stock Options or Letter of Intent Awards, as applicable, granted under the 1998 Plan. Consistent therewith, the vesting and exercisability schedules shall be determined by reference to the date on which such awards were granted under the 1998 Plan and, in applying any such schedule, the number of shares of common stock of American Express Company taken into account in periods prior to the Distribution shall be adjusted to an equal number of shares of Common Stock when added to the number of shares taken into account in periods after the Distribution, based on the terms of the Distribution.
Section I
MASTER AGREEMENT PROVISIONS RELATING TO
A GRANT OF NONQUALIFIED STOCK OPTION
1. Sections I and V of this Master Agreement, together with an Award Schedule referring to Section I of this Master Agreement, shall contain the terms of a specific Nonqualified Stock Option, including a "Reload" Nonqualified Stock Option, ("Option") issued to a Participant. Each Award Schedule shall specify the number of common shares of the Company subject to the Option, the date of Option Grant, the Option Exercise Date(s), the Option Exercise Price and any additional terms applicable to the Option. Such additional terms may address any matter deemed appropriate by the Committee or its delegate and may include terms not contained in this Master Agreement and/or may delete terms contained in this Master Agreement. A stock appreciation right is included herein only if specifically approved by the Committee and reflected in an Award Schedule.
2. Unless otherwise determined by the Committee and subject to the provisions of this Agreement and the applicable provisions of the Plan, a Participant may exercise this Option as follows:
This Option may not be exercised for a fraction of a common share of the Company.
3. A Participant may not exercise this Option and, if applicable, any stock appreciation right included herein, unless all of the following conditions are met:
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or (iv) tendering a combination of the forms of payment provided for in this Subparagraph 3(b); and
4. Except as otherwise determined by the Committee, a Participant may not assign, transfer, pledge, hypothecate or otherwise dispose of this Option (and any stock appreciation right included herein), except by will or the laws of descent and distribution, and this Option is exercisable during the Participant's lifetime only by the Participant. If the Participant or anyone claiming under or through the Participant attempts to violate this Paragraph 4, such attempted violation shall be null and void and without effect, and the Company's obligation to make any further payments (stock or cash) hereunder shall terminate. If at the time of the Participant's death this Option has not been fully exercised, the Participant's estate or any person who acquires the right to exercise this Option by bequest or inheritance or by reason of the Participant's death may, at any time within five years after the date of the Participant's death (but in no event after the expiration of this Option under Subparagraph 2(a) above with respect to ten years from the Date of Grant or the time period described in Subparagraph 3(c) above with respect to disability), exercise this Option with respect to the number of shares, after giving full effect to the gradual vesting provisions of Paragraph 2 above, as to which the Participant could have exercised this Option at the time of the Participant's death, or with respect to such greater number of shares as determined by the Committee in its sole discretion. The Committee may, in its discretion, provide the Participant's estate, or any person acquiring the right to exercise this Option upon the Participant's death, a minimum of six months to exercise this Option without regard to the expiration of this Option under 2(a) above. The applicable requirements of Paragraph 3 above must be satisfied at the time of such exercise.
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5. In the event of any change in the outstanding common shares of the Company by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, subdivision or exchange of shares, sale by the Company of all or part of its assets, distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event occurring after the Date of Grant specified in the Award Schedule and prior to its exercise in full, the number and kind of shares for which this Option may then be exercised and the Option Exercise Price per share may or may not be adjusted so as to reflect such change, all as determined by the Committee in its sole discretion. In the event that the Company or any of its Affiliates is a participant in a corporate merger, consolidation or other similar transaction, neither the Company nor such Affiliate shall be obligated to cause any other participant in such transaction to assume this Option or to substitute a new option for this Option.
6. | (a) | If approved by the Committee and subject to the conditions specified in Subparagraph 6(b) below, within such time or times as the Option shall be exercisable in whole or in part and to the extent that it shall then be exercisable in accordance with Paragraph 2 above, the Participant (or any person acting under Paragraph 4 above) may surrender unexercised the Option or any portion thereof which is then exercisable to the Company and receive from the Company in exchange therefor that number of common shares of the Company having an aggregate value equal to 100% of the excess of the value of one share over the Option Exercise Price per share heretofore specified times the lesser of (i) the number of shares as to which the Option then is exercisable or (ii) the number of shares as to which the Option is surrendered to the Company. This right to surrender unexercised the Option or any portion thereof which is then exercisable is referred to herein as a "stock appreciation right." No fractional shares shall be delivered, but in lieu thereof a cash adjustment shall be made. | |
(b) |
If granted by the Committee, the stock appreciation right may be exercised only if, and to the extent that, |
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(i) |
the Option is at the time exercisable, and |
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(ii) |
on the date of exercise (1) the Option will, in accordance with Subparagraph 2(a) above, expire within 30 days, or (2) the Participant has ceased to be an employee of the Company or an Affiliate thereof or terminated a period of Related Employment by reason of the Participant's disability or retirement (as defined in the 1998 Plan), or (3) the Participant has died. |
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Notwithstanding Subparagraph 6(b)(ii) above but subject to the conditions of Subparagraph 6(b)(i) above, (1) the ability to exercise a stock appreciation right may be further limited to the extent determined by the Committee as necessary or desirable to comply with applicable provisions of United States federal, state, local or foreign law or regulation, and (2) if the Participant is on the date of exercise an executive officer of the Company as that term is defined in the Securities Exchange Act of 1934 and the rules thereunder (an "Insider"), the stock appreciation right may be exercised only with respect to a maximum of 50% of the shares subject to the Option granted hereunder, unless otherwise determined by the Committee. |
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(c) |
The Committee may elect from time to time in its sole discretion to settle the obligation arising out of the exercise of the stock appreciation right, by the payment of cash equal to the aggregate value of the common shares it otherwise would be obligated to deliver or partly by the payment of cash and partly by the delivery of common shares. |
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(d) |
For all purposes under this Paragraph 6, the value of a common share of the Company shall be the fair market value thereof, as determined by the Committee, on the last business day preceding the date of the election to exercise the stock appreciation right, provided that if notice of such election is received by the Committee more than three business days after the date of such election (as such date of election is stated in the notice of election), the Committee may, but need not, determine the value of a common share as of the day preceding the date on which the notice of election is received. |
7. It shall be a condition to the obligation of the Company to furnish common shares upon exercise of an Option or settlement of a stock appreciation right by delivery of common shares and/or cash (a) that the Participant (or any person acting under Paragraph 4 above) pay to the Company or its designee, upon its demand, in accordance with Subparagraph 19(e) of the 1998 Plan, such amount as may be demanded for the purpose of satisfying its obligation or the obligation of any of its Affiliates (as such term is defined in the 1998 Plan) or other person to withhold United States federal, state, local or foreign income, employment or other taxes incurred by reason of the exercise of the Option or the settlement of the stock appreciation right or the transfer of shares thereupon, (b) whether the settlement of the stock appreciation right is to be made by delivery of common shares or by the payment of cash, that the Participant (or any person acting under Paragraph 4 above) execute such forms as the Committee shall prescribe for the purpose of evidencing the surrender of the Option in whole or in part, as the case may be, and (c) that the Participant (or any person acting under Paragraph 4 above) provide the Company with any forms, documents or other information reasonably required by the Company in connection with the grant. The Company shall have the right to deduct or cause to be deducted from any payment made in settlement of a stock appreciation right any United States federal, state, local or foreign income, employment or other taxes that it determines are required by law to be withheld with respect to such payment. If the amount requested for the purpose of satisfying the withholding obligation is not paid, the Company may refuse to furnish common shares upon exercise of the Option or common shares and/or cash upon settlement of the stock appreciation right.
Section II
MASTER AGREEMENT PROVISIONS RELATING TO
AWARDS OF RESTRICTED STOCK
Sections II and V of this Master Agreement, together with an Award Schedule referring to Section II of this Master Agreement, shall contain the terms of a specific Restricted Stock Award ("RSA") issued to a Participant. Each Award Schedule shall specify: the number of common shares of the Company awarded, the date of the Award, the Expiration Date (as defined below) and any additional terms applicable to the Award. Such additional terms may address any matter deemed appropriate by the Committee or its delegate and may include terms not contained in this Master Agreement and/or may delete terms contained in this Master Agreement.
1. An RSA consists of the number of common shares of the Company specified in an Award Schedule and is subject to the provisions of the Plan. In addition, the following terms, conditions and restrictions apply to RSAs issued under the Plan:
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Participant or anyone claiming under or through such Participant attempts to violate this Subparagraph l(a), such attempted violation shall be null and void and without effect, and the Company's obligation to make any further payments or deliveries (in stock or cash) hereunder shall terminate.
2. In the event of any change in the outstanding common shares of the Company by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, subdivision or exchange of shares, sale by the Company of all or part of its assets, distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event, or in the event a Participant (or the Participant's designated beneficiary) receives any shares, securities or other property in respect of the common shares which have been awarded to a Participant (including, but not limited to, by way of a dividend or other distribution on such common shares), any such shares, securities or other property received by a Participant (or a Participant's designated beneficiary) in respect of the common shares awarded to such Participant shall, other than
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upon a Change In Control as defined in Article V, be subject to the Company's right to receive or cancel such shares, securities or other property from such Participant (or such Participant's designated beneficiary) as provided in Subparagraph 1(c) above and the other terms, conditions and restrictions specified herein to the extent that, and in such manner as, the Committee shall determine, and if the Committee shall determine, in its sole discretion, that such a change equitably requires an adjustment in the terms of this Award, such adjustment may be made by the Committee. Any such determination by the Committee under this Paragraph 2 shall be final, binding and conclusive.
3. If the Company, in its sole discretion, shall determine that the Company or an Affiliate or other person has incurred or will incur any obligation to withhold any United States federal, state, local or foreign income, employment or other taxes by reason of making of the Award to a Participant, the transfer of common shares to a Participant (or the Participant's designated beneficiary) pursuant thereto or the lapse or release of the termination provisions contained in Subparagraph 1(c) above with respect to a Participant's Award or any other restrictions upon such shares, such Participant (or such Participant's designated beneficiary) will, promptly upon demand therefor by the Company, pay to the Company or such Affiliate or other person any amount demanded by it for the purpose of satisfying such liability. If the amount so demanded is not promptly paid or if such Participant (or such Participant's designated beneficiary) shall fail to promptly provide the Company with any and all forms, documents or other information reasonably required by the Company in connection with the Award, the Company or its designee may refuse to permit the transfer of such shares and may, without further consent by or notice to such Participant (or such Participant's designated beneficiary), cancel the Award and the shares otherwise issuable under the Award.
Section III
MASTER AGREEMENT PROVISIONS RELATING TO
A GRANT OF A STOCK OPTION UNDER
THE 1989 UK STOCK OPTION SCHEME
(and not qualifying as an incentive stock UK Option)
1. Sections III and V of this Master Agreement, together with an Award Schedule referring to Section III of this Master Agreement, and applicable provisions of the 1989 UK Stock Option Scheme (the "Scheme"), shall contain all the terms of a specific UK Stock Option ("UK Option(s)") issued to a Participant. Each Award Schedule shall specify: the number of common shares of the Company subject to the option, the date of option grant, the option exercise date(s), the option exercise price and any additional terms applicable to the option. Such additional terms may address any matter deemed appropriate by the Committee or its delegate and may include terms not contained in this Master Agreement and or may delete terms contained in this Master Agreement.
2. Subject to the provisions of this Agreement and the applicable provisions of the Plan, a Participant may exercise this UK Option as follows:
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shares as to which a Participant has theretofore exercised this UK Option, if any, will not exceed two-thirds (662/3%) of the total number of shares covered hereby; and
This UK Option may not be exercised for a fraction of a common share of the Company.
3. This UK Option may not be exercised by a Participant unless all of the following conditions are met:
4. Except as otherwise determined by the Committee, a Participant may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of this UK Option, except by will or the laws of descent and
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distribution and is exercisable during the Participant's lifetime only by a Participant. If a Participant or anyone claiming under or through a Participant attempts to violate this Paragraph 4, such attempted violation shall be null and void and without effect, and the Company's obligation to make any further payments hereunder shall terminate. If at the time of the Participant's death this UK Option has not been fully exercised, the Participant's estate or any person who acquires the right to exercise this UK Option by bequest or inheritance or by reason of the Participant's death may, at any time within five years after the date of the Participant's death (but in no event after the expiration of this UK Option under Subparagraph 2(a) above with respect to ten years from the Date of Grant or expiration under the time periods described in Subparagraph 3(c) above with respect to disability or retirement), exercise this UK Option with respect to the number of shares, after giving full effect to the gradual vesting provisions of Paragraph 2 above, as to which a Participant could have exercised this UK Option at the time of the Participant's death, or such number of shares adjusted pursuant to Clause 8 of the Scheme, and any remaining portion of this UK Option shall be canceled by the Company. The Committee may, in its discretion, provide the Participant's estate, or any person acquiring the right to exercise this Option upon the Participant's death, a minimum of six months to exercise this Option without regard to the expiration of this Option under 3(a) above. The applicable requirements of Paragraph 3 above must be satisfied at the time of such exercise.
5. In the event of any change in the outstanding common shares of the Company by reason of any stock split, stock dividend, split-up, recapitalization, merger, consolidation, rights offering, reorganization, combination, subdivision or exchange of shares, sale by the Company of all or part of its assets, distribution to shareholders other than a normal cash dividend or other extraordinary or unusual event occurring after the Date of Grant specified above and prior to its exercise in full, the number and kind of shares for which this UK Option may then be exercised and the subscription price per share may or may not be adjusted so as to reflect such change, all as determined by the Committee in its sole discretion subject to the prior approval of the Inland Revenue in writing. In the event that the Company or any of its Affiliates is a participant in a corporate merger, consolidation or other similar transaction, neither the Company nor such Affiliate shall be obligated to cause any other participant in such transaction to assume this UK Option or to substitute a new UK Option for this UK Option.
6. It shall be a condition to the obligation of the Company to furnish common shares upon exercise of a UK Option (a) that a Participant (or any person acting under Paragraph 4 above) pay to the Company or its designee, upon its demand, in accordance with Clause 5(b) of the Scheme, such amount as may be demanded for the purpose of satisfying its obligation or the obligation of any of its Affiliates or other person to withhold United Kingdom taxes, United States federal, state, local or foreign income, employment or other taxes incurred by reason of the exercise of this UK Option or the transfer of shares thereupon and (b) that a Participant (or any person acting under Paragraph 4 above) provide the Company with any forms, documents or other information reasonably required by the Company in connection with the grant. If the amount requested for the purpose of satisfying the withholding obligation is not paid, the Company may refuse to furnish common shares upon exercise of this UK Option.
7. In accordance with the provisions of the Scheme, if a Participant is or becomes a member of senior management and meets the eligibility requirements on the date of the UK Option exercise, as defined by the Committee, upon a Participant's request, the Company may assist a Participant in obtaining financing from the Company or one of its Affiliates or from a bank or other third party, in such amount as is required to permit the exercise of this UK Option and/or the payment of any taxes required to be withheld by the Company in respect thereof.
8. It is hereby certified that this instrument falls within category L in the Schedule to the Stamp Duty (Exempt Instruments) Regulations 1987.
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9. The terms of this UK Option are subject to the terms of the Scheme, which provides that the Committee may at any time alter or add to the terms of any UK Option granted under the Scheme, and if such an alteration or amendment is made at a time when the Scheme is approved by the Inland Revenue under Schedule 9 to the Taxes Act 1988, the approval will not thereafter have effect unless the Inland Revenue has approved the alteration or addition; provided that no alteration or addition to the terms of any UK Option granted under the Scheme (other than one which causes the Scheme to cease to hold Inland Revenue approval under Schedule 9) shall adversely affect in a material manner any right of a Participant with respect to any UK Option granted hereunder without a Participant's written consent, unless the Committee determines in its sole discretion that there have occurred or are about to occur significant changes in a Participant's position, duties or responsibilities, or significant changes in economic, legislative, regulatory, tax, accounting or cost/benefit conditions which are determined by the Committee in its sole discretion to have or to be expected to have a substantial effect on the performance of the Company, or any subsidiary, Affiliate, division or department thereof, on the Plan, the Scheme or on this UK Option. The Committee reserves the right to make amendments which will result in the Inland Revenue approval not having effect if it in its sole discretion considers that this is in the interests of the Company or any of its Affiliates.
Section IV
MASTER AGREEMENT PROVISIONS RELATING TO
AWARDS OF A LETTER OF INTENT
Sections IV and V of this Master Agreement, together with an Award Schedule referring to Section IV of this Master Agreement, shall contain the terms of a specific Letter of Intent ("LOI") issued to a Participant. Each Award Schedule shall specify: the number of common shares of the Company to be awarded, the date of the Award (the "LOI Date"), the Expiration Date (as defined below) and any additional terms applicable to the Award. Such additional terms may address any matter deemed appropriate by the Committee or its delegate and may include terms not contained in this Master Agreement and/or may delete terms contained in this Master Agreement.
1. Subject to the provisions of the Plan and the following terms, conditions and restrictions herein set forth, the Company will issue to a Participant a certificate for the number of common shares of the Company specified in an Award Schedule as promptly as practicable after the last day of a period of four years from the LOI Date (the "Restricted Period"):
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other person an amount equal to any United States federal, state, local or foreign income, employment or other taxes which the Company determines is required to be withheld in respect of such shares, or fails to provide such information as is described in Paragraph 3 below, then, unless the Committee determines otherwise, the Participant's LOI or portion thereof shall be automatically terminated, cancelled, and rendered null and void as of the last day of the Restricted Period without any action on the part of the Company.
2. In the event of any change in the outstanding common shares of the Company by reason of any stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, subdivision or exchange of shares, sale by the Company of all or part of its assets, distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event occurring after the LOI Date and on or before the last day of the Restricted Period and prior to the issuance of a share certificate to a Participant, the terms of this LOI may be adjusted in such manner, if any, as the Committee in its sole discretion determines is equitably required, and any such determination by the Committee shall be final, binding and conclusive.
3. If the Company, in its sole discretion, shall determine that the Company or an Affiliate or other person has incurred or will incur any obligation to withhold any United States federal, state, local or foreign income, employment or other taxes by reason of the issuance or operation of this LOI, a Participant (or, in the event of a Participant's death, the legal representatives of a Participant's estate) will, promptly upon demand therefor by the Company, pay to the Company or such Affiliate or other person, in accordance with Subparagraph 19(e) of the 1998 Plan, any amount demanded by it for the purpose of satisfying such obligation. If the amount so demanded is not promptly paid or if a Participant (or, in the event of a Participant's death, the legal representatives of a Participant's estate) shall fail to promptly provide the Company with any and all forms, documents or other information reasonably required by the Company in connection with this LOI, the Company or its designee may refuse to permit the transfer of any common shares and the distribution of any proceeds and may, without further consent by or notice to a Participant (or, in the event of a Participant's death, the legal representatives of a Participant's estate) cancel its agreement to issue to a Participant any common shares and cancel any shares otherwise issuable hereunder.
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Section V
MASTER AGREEMENT COMMON PROVISIONS RELATING TO
MORE THAN ONE FORM OF AWARD
1. Notwithstanding anything in this Agreement to the contrary (but subject to those provisions in Subparagraph 3 below which could reduce payments hereunder as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), upon a Change in Control (as in Paragraph 2 below), the awardholder shall immediately be:
The Committee may not amend or delete this section of this Agreement in a manner that is detrimental to the awardholder, without his written consent.
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payment as previously defined). In the event that the Excise Tax is finally determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), within five business days of such determination, the Company will pay to the Tier 1 Employee an additional amount, together with interest thereon from the date such additional amount should have been paid to the date of such payment, at the Section 1274 Rate (or such lesser rate (including zero) as may be designated by the Auditor such that the amount of such deficiency and such interest will not be treated as a parachute payment as previously defined). The Tier 1 Employee and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the amount of any Gross-Up Payment.
4. The terms of any RSA, Option or LOI (including terms under the applicable Master Agreement or any Award Schedule) may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate (including, but not limited to, acceleration of the date of payments thereunder); provided, however, that no such amendment shall adversely affect in a material manner any right of a Participant under such RSA, Option or LOI without the written consent of such Participant, unless the Committee determines in its sole discretion that there have occurred or are about to occur significant changes in such Participant's position, duties or responsibilities, or significant changes in economic, legislative, regulatory, tax, accounting or cost/benefit conditions which are determined by the Committee in its sole discretion to have or to be expected to have a substantial effect on the performance of the Company, or any subsidiary, affiliate, division, or department thereof, on the Plan or on a RSA, Option or LOI under the Plan; provided, further, however, that the Committee shall not have the authority to amend any Option held by any executive officer of the Company as defined in rule 3(b)(7) under the Securities Exchange Act of 1934 so that the amount of compensation an executive officer could receive is not based solely on an increase in the value of common shares of the Company, or to otherwise amend any Award issued to such executive officer if the amendment would cause compensation payable thereunder to be nondeductible under section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor provision) or regulations thereunder assuming such executive officer is a covered employee for purposes of such section.
5. Subject to the provisions of the Plan, a Participant may, by completing a form acceptable to the Company and returning it to the Corporate Secretary's Office in Minneapolis, name a beneficiary or beneficiaries to receive any payment or exercise any rights to which such Participant may become entitled under an Award in the event of such Participant's death. A Participant may change his or her designated beneficiary or beneficiaries from time to time by submitting a new form to the Corporate Secretary's Office in Minneapolis, to the extent permitted by law (for example, unless such Participant has made a prior irrevocable designation). If a Participant does not designate a beneficiary, or if no designated beneficiary is living on the date any amount becomes payable under an Award, such payment will be made to the legal representatives of such Participant's estate, which will be deemed to be the Participant's designated beneficiary under the Award. To the extent permitted by applicable law, any Participant's beneficiary designation with respect to an Award in effect immediately prior to the
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Distribution Date, shall remain in effect until such Participant changes such beneficiary designation by submitting a new form to the Corporate Secretary's Office in Minneapolis.
6. If the Company, in its sole discretion, shall determine that the listing upon any securities exchange or registration or qualification under any United States federal, state, local or foreign law of any common shares to be delivered pursuant to an Award is necessary or desirable, delivery of such shares shall not be made in common shares until such listing, registration or qualification shall have been completed. Until a certificate for some or all of the common shares subject to an LOI is issued to a Participant, a Participant shall have no rights as a shareholder of the Company and, in particular, shall not be entitled to vote such common shares or to receive any dividend or other distribution paid in respect thereof.
7. Notwithstanding anything to the contrary contained herein, the Committee, in its sole discretion, may approve and the Company may issue RSAs, Options, UK Options, or LOIs that are not governed by the provisions contained in this Master Agreement.
8. For purposes of clarification, the Committee's authority to interpret the Plan shall include the authority to interpret any terms contained in the 1998 Plan that are referred to in this Master Agreement. Any action taken or decision made by the Company, the Board, or the Committee or its delegates arising out of or in connection with the construction, administration, interpretation or effect of any provision of the Plan, the Scheme or this Master Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. By receipt of such Awards or other benefit under the Plan, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under the Plan or the Scheme, by the Company, the Board or the Committee or its delegates.
9. The validity, construction, interpretation, administration and effect of the Plan or the Scheme and of its rules and regulations, and rights relating to the Plan or the Scheme, and to any Award issued under this Master Agreement, shall be governed by the substantive laws, but not the choice of law rules, of the State of New York, in the United States of America.
10. The Committee may rescind, without further notice to the Participant, any Award issued to the Participant under the Plan in duplicate, or in error, as determined in the sole discretion of the Committee.
11. As used in this Section V, "Award" shall mean any long-term incentive award issued under the Plan and subject to the terms of this Master Agreement.
12. Any Award issued under this Master Agreement is subject to the terms of the Detrimental Conduct Provisions established by the Committee, and as from time to time amended.
13. If any provisions of this Master Agreement and of the Plan shall be in conflict, the terms of the Plan shall govern; provided, however, that the operation of this Paragraph 13 shall not adversely affect in a material manner any right of a Participant with respect to any Award granted hereunder without a Participant's written consent, nor shall it result in any increase in benefits to the Participant that would result in a material modification with respect to any Award granted hereunder.
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