Supercuts 2004 Annual Report Download - page 136

Download and view the complete annual report

Please find page 136 of the 2004 Supercuts annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 148

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148

accordance with the relevant Performance Goals with respect to any Performance Unit Award intended to qualify as “performance-based
compensation” under Section 162(m) of the Code
12.4 No Additional Obligation. Nothing contained in the Plan shall prevent the Company or an Affiliate from adopting other or additional
compensation or benefit arrangements for its employees.
12.5 Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal
income tax purposes with respect to any Award, the Participant shall pay to the Company (or other entity identified by the Committee), or
make arrangements satisfactory to the Company or other entity identified by the Committee regarding the payment of, any federal, state, or
local taxes of any kind required by law to be withheld with respect to such income. Unless otherwise determined by the Committee,
withholding obligations may be settled with Common Stock, including shares of Common Stock that are part of the Award that give rise to the
withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the
Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the
Participant. Subject to approval by the Committee, a Participant may elect to have such tax withholding obligation satisfied, in whole or in part,
by (i) authorizing the Company to withhold from shares of Common Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the required statutory minimum (but no more than
such required minimum) with respect to the Company’s withholding obligation, or (ii) transferring to the Company shares of Common Stock
owned by the Participant with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the required
statutory minimum (but no more than such required minimum) with respect to the Company’s withholding obligation.
12.6 Controlling Law. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with
the laws of Minnesota (other than its law respecting choice of law). The Plan shall be construed to comply with all applicable law and to avoid
liability to the Company, an Affiliate or a Participant.
12.7 Offset. Any amounts owed to the Company or an Affiliate by the Participant of whatever nature may be offset by the Company from
the value of any Award to be transferred to the Participant, and no Common Stock, cash or other thing of value under this Plan or an
Agreement shall be transferred unless and until all disputes between the Company and the Participant have been fully and finally resolved and
the Participant has waived all claims to such against the Company or an Affiliate.
12.8 Nontransferability; Beneficiaries. No Award shall be assignable or transferable by the Participant, otherwise than by will or the laws of
descent and distribution or pursuant to a beneficiary designation, and Awards shall be exercisable during the Participant’s lifetime only by the
Participant (or by the Participant’s legal representatives in the event of the Participant’s incapacity). Each Participant may designate a
Beneficiary to exercise any Option or Stock Appreciation Right or receive any Award held by the Participant at the time of the Participant’s
- 18 -