UNITED STATES RUBBER COMPANY
1964 STOCK OPTION PLAN
I. Purpose of Plan
The purpose of this Plan is to provide for the granting of stock options as a means of attracting to the Company and retaining in its service persons of outstanding ability and potential and of encouraging such persons to invest in the common stock of the Company and to identify their interests more closely with those of the stockholders.
II. Eligibility for Options
A. A stock option may be granted under this Plan to an employee occupying an important managerial position, or other position of importance and responsibility, who has demonstrated unusual ability or initiative, and who, by discharging his responsibilities in an outstanding manner, can make a significant contribution to the success of the Company.
B. As used in this Plan, the term “employee” shall mean a person who is an officer or an employee of the Company or of any other corporation in which the Company owns 50% or more of the voting stock.
C. Unless he is also an employee as defined in Section B of this Article II, no member of the Board of Directors shall be eligible to receive a stock option under this Plan.
D. An employee may be granted a stock option under this Plan notwithstanding the fact that he may be a participant, and may have been granted one or more stock options, under any other plan or plans of the Company; and more than one stock option may be granted under this Plan to a single employee.
III. Administration of Plan
A. This Plan shall be administered by the Board of Directors, and the granting of all stock options hereunder shall be by action of a majority of the members of said Board not eligible to receive such options.
B. A committee, appointed by the Board of Directors and composed of directors not eligible to receive stock options under this Plan, may from time to time make recommendations to said Board with respect to the granting of options hereunder.
C. Any action taken by the Board of Directors in the administration of this Plan, and any decision of said Board with respect to any question arising as to the interpretation of this Plan or of the terms and conditions applicable to any stock option granted hereunder, shall be final, conclusive and binding. Without limiting the effect of the foregoing, the provisions of this Plan shall be construed in accordance with the laws of the State of New Jersey.