ex10-19.htm


    Exhibit 10.19

       

      ADVANCE
AUTO PARTS, INC.

      2004
LONG-TERM INCENTIVE PLAN

       

      (Amended
and Restated as of April 17, 2008)

       

      SECTION
1.  PURPOSE.  The purposes of the 2004 Long-Term
Incentive Plan (the “Plan”) are to encourage selected Employees and Directors of
Advance Auto Parts, Inc., a Delaware corporation (“Advance Auto” or the
“Company”), and its Affiliates to acquire a proprietary and vested interest in
the growth, development and financial success of the Company, to generate an
increased incentive to contribute to the Company’s future success and
prosperity, thus enhancing the value of the Company for the benefit of
stockholders, and to enhance the ability of the Company and its Affiliates to
attract and retain individuals of exceptional managerial talent upon whom, in
large measure, the sustained progress, growth and profitability of the Company
depends.

       

      The
Company has previously adopted the Advance Auto Parts, Inc. 2001 Executive Stock
Option Plan and the Advance Auto Parts, Inc. 2001 Senior Executive Stock Option
Plan (collectively, the “Predecessor Plans”), which were established to provide
similar equity-based compensation incentives through the grant of stock options.
Effective upon the adoption of the Plan by stockholders of the Company, the
Predecessor Plans will be merged into this Plan, thereby making available for
the grant of awards under this Plan any authorized but unused Shares (as herein
defined) not already used for such purpose under the Predecessor Plans. All
outstanding option grants under the Predecessor Plans shall continue in full
force and effect, subject to their original terms, after the Predecessor Plans
are merged into the Plan under the terms and conditions noted
above.

       

      SECTION 2.  DEFINITIONS.  As
used in the Plan, the following terms shall have the meanings as set forth
below:

       

      (a)                 “Affiliate”
shall mean (i) any Person that directly, or through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company or
(ii) any entity in which the Company has a significant equity interest, as
determined by the Committee.

       

      (b)                 “Award”
shall mean any Option, SAR, Restricted Stock Award, Performance Share,
Performance Unit, Deferred Stock Unit, Dividend Equivalent, Other Stock Unit
Award or any other right, interest or option relating to Shares or other
property granted pursuant to the provisions of the Plan.

       

      (c)                 “Award
Agreement” shall mean any written agreement, contract or other instrument or
document evidencing any Award granted by the Committee hereunder, which may, but
need not, be executed or acknowledged by both the Company and the
Participant.

       

      (d)                 “Board”
shall mean the Board of Directors of the Company.

       

      (e)                 “Change
in Control” shall mean the happening of any of the following
events:

       

      (i)           an
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (an “Entity”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or
more of either (A) the then outstanding Shares (the “Outstanding Company Common
Stock”) or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); excluding, however, the
following:  (1) any acquisition directly from the Company, other than
an acquisition by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the Company, (2)
any acquisition by the Company, (3) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (4) any acquisition by any corporation pursuant to
a transaction that complies with clauses (A), (B) and (C) of Section
2(e)(iii);

       

      (ii)           a
change in the composition of the Board on the Plan’s effective date such that
the individuals who, as of the effective date, constitute the Board (such Board
shall be hereinafter referred to as the “Incumbent Board”) cease for any reason
to constitute at least a majority of the Board; provided, however, that for
purposes of this definition, any individual who becomes a member of the Board
subsequent to the effective date, whose election, or nomination for election, by
the 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Company’s
stockholders was approved by a vote of at least a majority of those individuals
who are members of the Board and who were also members of the Incumbent Board
(or deemed to be such pursuant to this proviso) shall be considered as though
such individual were a member of the Incumbent Board; and provided further,
however, that any such individual whose initial assumption of office occurs as a
result of or in connection with either an actual or threatened solicitation with
respect to the election of directors (as such terms are used in Rule 14a-12(c)
of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of an Entity
other than the Board shall not be so considered as a member of the Incumbent
Board;

       

      (iii)           the
consummation of a merger, reorganization or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (each, a
“Corporate Transaction”), excluding however, any Corporate Transaction pursuant
to which (A) all or substantially all of the individuals and entities who
are the beneficial owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 50% of,
respectively, the outstanding shares of common stock, and the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from
such Corporate Transaction (including, without limitation, a corporation or
other Person that as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or more
subsidiaries (a “Parent Company”)) in substantially the same proportions as
their ownership, immediately prior to such Corporate Transaction, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (B) no Entity (other than the Company, any employee
benefit plan (or related trust) of the Company, such corporation resulting from
such Corporate Transaction or, if reference was made to equity ownership of any
Parent Company for purposes of determining whether clause (A) above is
satisfied in connection with the applicable Corporate Transaction, such Parent
Company) will beneficially own, directly or indirectly, 25% or more of,
respectively, the outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the combined voting power of the
outstanding voting securities of such corporation entitled to vote generally in
the election of directors unless such ownership resulted solely from ownership
of securities of the Company prior to the Corporate Transaction, and
(C) individuals who were members of the Incumbent Board will immediately
after the consummation of the Corporate Transaction constitute at least a
majority of the members of the board of directors of the corporation resulting
from such Corporate Transaction (or, if reference was made to equity ownership
of any Parent Company for purposes of determining whether clause (A) above
is satisfied in connection with the applicable Corporate Transaction, of the
Parent Company); or

       

      (iv)           the
approval by the stockholders of the Company of the complete liquidation or
dissolution of the Company.

       

      (f)                 “Change
in Control Price” means, with respect to a Share, the higher of (A) the
highest reported sales price, regular way, of such Share in any transaction
reported on the New York Stock Exchange Composite Tape or other national
exchange on which such Shares are listed or on the NASDAQ National Market during
the 60-day period prior to and including the date of a Change in Control or
(B) if the Change in Control is the result of a tender or exchange offer or
a Corporate Transaction, the highest price per such Share paid in such tender or
exchange offer or Corporate Transaction.  To the extent the
consideration paid in any such transaction described above consists all or in
part of securities or other noncash consideration, the value of such securities
or other non-cash consideration shall be determined in the sole discretion of
the Board.

       

      (g)                 “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.

       

      (h)                 “Committee”
shall mean the Compensation Committee of the Board, or any successor to such
committee, composed of no fewer than two directors, each of whom is a
non-employee Director within the meaning of Rule 16b-3(b)(3) of the
Exchange Act and an “outside director” within the meaning of Section 162(m)
of the Code, or any successor provision thereto.

       

      (i)                 “Company”
shall mean Advance Auto Parts, Inc. a Delaware corporation.

       

      (j)                 “Covered
Employee” shall mean a “covered employee” within the meaning of
Section 162(m)(3) of the Code, or any successor provision
thereto.

       

      (k)                 “Deferred
Stock Unit” or “DSU” shall mean a bookkeeping entry that represents the right to
receive one Share at a future date.  DSUs may be granted outright by
the Committee or may be granted in exchange for cash compensation deferred by a
Participant. To the extent the Company pays a dividend, DSUs will include the
right to receive Dividend Equivalents, 

       

      
        
           

        

        
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      which are
credited in the form of additional DSUs.

       

      (l)                 “Director”
shall mean a member of the Board who is not an Employee.

       

      (m)                 “Dividend
Equivalent” shall mean an amount equal to the cash paid by the Company upon one
Share, either as a freestanding Award, or in connection with the grant of
Restricted Units, Performance Shares, Options, and/or SARs or Other Stock Unit
Awards.

       

      (n)                 “Employee”
shall mean any employee of the Company or any Affiliate.  Unless
otherwise determined by the Committee in its sole discretion, for purposes of
the Plan, an Employee shall be considered to have terminated employment or
services and to have ceased to be an Employee if his or her employer ceases to
be an Affiliate, even if he or she continues to be employed by such
employer.

       

      (o)                 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.

       

      (p)                 “Fair
Market Value” shall mean, with respect to any property other than Shares, the
market value of such property determined by such methods or procedures as shall
be established from time to time by the Committee.  Unless otherwise
determined by the Committee, the Fair Market Value of Shares as of any date
shall be closing price for the Shares as reported on the New York Stock Exchange
(or on any national securities exchange on which the Shares are then listed) for
that date or, if no such prices are reported for that date, the closing price on
the next preceding date for which such prices were reported.

       

      (q)                 “Option”
shall mean any right granted to a Participant under the Plan allowing such
Participant to purchase Shares at such price or prices and during such period or
periods as the Committee shall determine.

       

      (r)                 “Other
Stock Unit Award” shall mean any right granted to a Participant by the Committee
pursuant to Section 6(f).

       

      (s)                 “Participant”
shall mean an Employee or Director who is selected by the Committee to receive
an Award under the Plan.  Participant shall also mean a consultant
selected by the Committee who provides services to the Company or any Affiliate,
so long as such person (i) renders bona fide services that are not in
connection with the offer and sale of the Company’s securities in a
capital-raising transaction and (ii) does not directly or indirectly
promote or maintain a market for the Company’s securities.

       

      (t)                 “Performance
Award” shall mean any Award of Performance Shares or Performance Units granted
pursuant to Section 6(d).

       

      (u)                 “Performance
Period” shall mean that period established by the Committee at the time any
Performance Award is granted or at any time thereafter during which any
performance goals specified by the Committee with respect to such Award are to
be measured.

       

      (v)                 “Performance
Share” shall mean any grant pursuant to Section 6(d) of a unit valued by
reference to a designated number of Shares, which value may be paid to the
Participant by delivery of such property as the Committee shall determine,
including, without limitation, cash, Shares, other property, or any combination
thereof, upon achievement of such performance goals during the Performance
Period as the Committee shall establish at the time of such grant or
thereafter.

       

      (w)                 “Performance
Unit” shall mean any grant pursuant to Section 6(d) of a unit valued by
reference to a designated amount of property other than Shares, which value may
be paid to the Participant by delivery of such property as the Committee shall
determine, including, without limitation, cash, Shares, other property, or any
combination thereof, upon achievement of such performance goals during the
Performance Period as the Committee shall establish at the time of such grant or
thereafter.

       

      (x)                 “Person”
shall mean any individual, corporation, partnership, association, limited
liability company, joint-stock company, trust, unincorporated organization or
government or political subdivision thereof.

       

      (y)                 “Restricted
Stock” shall mean any Share issued with the restriction that the holder may not
sell, transfer, pledge or 

       

      
        
           

        

        
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      assign
such Share and with such other restrictions as the Committee, in its sole
discretion, may impose (including, without limitation, any restriction on the
right to vote such Share, and the right to receive any cash dividends), which
restrictions may lapse separately or in combination at such time or times, in
installments or otherwise, as the Committee may deem appropriate.

       

      (z)                 “Restricted
Stock Award” shall mean an award of Restricted Stock under Section
6(c).

       

      (aa)                 “Restricted
Stock Unit” is a bookkeeping entry that represents the right to receive one
share of Common Stock at a future date, and which is subject to the restriction
that the holder may not sell, transfer, pledge or assign such unit and other
restrictions as the Committee, in its sole discretion, may impose (including,
without limitation, any restriction on the right to receive any Dividend
Equivalents, if dividends are paid by the Company), which restrictions may lapse
separately or in combination at such time or times, in installments or
otherwise, as the Committee may deem appropriate.

       

      (bb)                 “Shares”
shall mean the shares of common stock of the Company, par value $.0001 per
share.

       

      (cc)                 “Stock
Appreciation Right” or “SAR” shall mean any right granted to a Participant
pursuant to Section 6(b) to receive, upon exercise by the Participant, the
excess of (i) the Fair Market Value of one Share on the date of exercise or
at any time during a specified period before the date of exercise over
(ii) the grant price of the right on the date of grant, or if granted in
connection with an outstanding Option on the date of grant of the related
Option, as specified by the Committee in its sole discretion, which, except in
the case of Substitute Awards or in connection with an adjustment provided in
Section 4(c), shall not be less than the Fair Market Value of one Share on such
date of grant of the right or the related Option, as the case may
be.  Any payment by the Company in respect of such right may be made
in cash, Shares, other property, or any combination thereof, as the Committee,
in its sole discretion, shall determine.

       

      (dd)                 “Subsidiary”
shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of the
Award, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain.

       

      (ee)                 “Substitute
Awards” shall mean Awards granted or Shares issued by the Company in assumption
of, or in substitution or exchange for, awards previously granted, or the right
or obligation to make future awards, by a company acquired by the Company or
with which the Company combines.

       

      SECTION
3.  ADMINISTRATION.  The Committee shall have full
power, discretion, and authority, subject to such orders or resolutions not
inconsistent with the provisions of the Plan as may from time to time be adopted
by the Board, to

       

      (a)                 select
the Participants to whom Awards may from time to time be granted
hereunder;

       

      (b)                 determine
the type or types of Award to be granted to each Participant
hereunder;

       

      (c)                 determine
the number of Shares to be covered by each Award granted hereunder;

       

      (d)                 determine
the terms and conditions, not inconsistent with the provisions of the Plan, of
any Award granted hereunder;

       

      (e)                 determine
whether, to what extent and under what circumstances Awards may be settled in
cash, Shares or other property or canceled or suspended;

       

      (f)                 determine
whether, to what extent, and under what circumstances cash, Shares, other
property and other amounts payable with respect to an Award made under the Plan
shall be deferred either automatically or at the election of the
Participant;

       

      (g)                 interpret
and administer the Plan and any instrument or agreement entered into under the
Plan;

       

      (h)                 establish
such rules and regulations and appoint such agents as it shall deem appropriate
for the proper 

       

       

      
        
           

        

        
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      administration
of the Plan; and

       

      (i)                 make
any other determination and take any other action that the Committee deems
necessary or desirable for administration of the Plan.

       

      Actions
of the Committee shall be final, conclusive and binding on all Persons,
including the Company, any Participant, any stockholder and any Employee of
the Company or any Affiliate.  A majority of the members of the
Committee may act on behalf of the Committee and may fix the time and place of
its meetings.  Notwithstanding the foregoing or anything else to the
contrary in the Plan, any action or determination by the Committee specifically
affecting or relating to an Award to a Director shall be approved and ratified
by the Board.  In addition, no member of the Board or any of its
Committees, as the case may be, shall be liable for any action or determination
made in good faith with respect to the Plan or any Award granted under
it.

       

      SECTION
4.  SHARES SUBJECT TO THE PLAN

       

      (a)                 Effective
as of May 19, 2004, and subject to adjustment as provided in Section 4(c), a
total of 4,500,000 Shares shall be
authorized for grant or issuance under the Plan plus any remaining Shares
available for awards under the Predecessor Plans as of the effective date of the
merger of the Predecessor Plans with this Plan.  Effective as of May
16, 2007, and subject to adjustment as provided in Section 4(c), an additional
5,000,000 Shares shall be authorized for grant or issuance under the
Plan.  Any Shares issued in connection with Awards other than Options
and SARs shall be counted against this limit as 1.7 Shares for every one
Share issued.

       

      (i)           If
any Shares subject to an Award or to an award under the Company’s Predecessor
Plans are forfeited or if any Award or award under the Predecessor Plans based
on Shares is settled for cash, or expires or otherwise is terminated without
issuance of such Shares, the Shares subject to such Award shall, to the extent
of such cash settlement, forfeiture or termination, again be available for
Awards under the Plan.

       

      (ii)           In
the event that any Option or other Award granted hereunder is exercised through
the tendering of Shares (either actually or by attestation), by cashless
exercise through the Company, or in the event that withholding tax liabilities
arising from such Option or other Award are satisfied by the tendering of Shares
or by the withholding of Shares by the Company, only the number of Shares issued
net of the Shares tendered or withheld shall be counted for purposes of
determining the maximum number of Shares available for issuance under the
Plan.

       

      (iii)           In
the event that any option or award granted under the Predecessor Plans is
exercised through the tendering of Shares (either actually or by attestation),
or in the event that withholding tax liabilities arising from such options or
awards are satisfied by the tendering of Shares or the withholding of Shares by
the Company, the Shares so tendered or withheld shall again be available for
Awards under the Plan.

       

      (iv)           Shares
reacquired by the Company on the open market using the cash proceeds received by
the Company from the exercise of Options granted under the Plan or options
granted under the Predecessor Plans that are exercised after the effective date
of the Plan shall be available for Awards under the Plan.

       

      (v)           Substitute
Awards shall not reduce the Shares authorized for issuance under the Plan or
authorized for grant to a Participant in any calendar year.

       

      (vi)           Deferred
Stock Units granted as a result of a voluntary election by a Participant to
defer cash or other compensation otherwise payable to the Participant shall not
reduce the Shares authorized for issuance under the Plan or authorized for grant
to a Participant in any calendar year.

       

      (vii)           In
the event that a company acquired by the Company or with which the Company
combines has shares available under a pre-existing plan not adopted in
contemplation of such acquisition or combination, the shares available for grant
pursuant to the terms of such pre-existing plan (as adjusted, to the extent
appropriate, using the exchange ratio or other adjustment or valuation ratio or
formula used in such acquisition or combination to determine the consideration
payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall not reduce the
Shares authorized for issuance under the Plan; provided that Awards using such
available shares 

       

      
        
           

        

        
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      shall not
be made after the date awards or grants could have been made under the terms of
the pre-existing plan, absent the acquisition or combination, and shall only be
made to individuals who were not Employees or Directors of the Company or an
Affiliate prior to such acquisition or combination.

       

      (b)                 Any
Shares issued hereunder may consist, in whole or in part, of authorized and
unissued shares, treasury shares or shares purchased in the open market or
otherwise.

       

      (c)                 In
the event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split, reverse stock split, spin-off or similar transaction or
other change in corporate structure affecting the Shares, such adjustments and
other substitutions shall be made to the Plan and to Awards as the Committee, in
its sole discretion, deems equitable or appropriate, including, without
limitation, such adjustments in the aggregate number, class and kind of
securities that may be delivered under the Plan, in the aggregate or to any one
Participant, in the number, class, kind and option or exercise price of
securities subject to outstanding Options, SARs or other Awards granted under
the Plan, and in the number, class and kind of securities subject to Awards
granted under the Plan (including, if the Committee deems appropriate, the
substitution of similar options to purchase the shares of, or other awards
denominated in the shares of, another company) as the Committee may determine to
be appropriate in its sole discretion; provided, however, that the number of
Shares subject to any Award shall always be a whole number.

       

      SECTION
5.  ELIGIBILITY.  Any Employee, Director or
consultant who provides services to the Company or any Affiliate shall be
eligible to be selected as a Participant.

       

      SECTION
6.  AWARDS.  The Committee shall determine the type
of Awards to be granted or issued under the Plan and shall approve the terms and
conditions governing such Awards through the issuance of an Award
Agreement.  Awards may be granted singly, in combination, or in tandem
so that the settlement or payment of one automatically reduces or cancels the
other.

       

      (a)                 STOCK
OPTIONS.  Options may be granted hereunder to Participants either
alone or in addition to other Awards granted under the Plan.  Any
Option granted under the Plan shall be evidenced by an Award Agreement in such
form as the Committee may from time to time approve.  Any such Option
shall be subject to the following terms and conditions and to such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall deem desirable:

       

      (i)           OPTION
PRICE.  The purchase price per Share purchasable under an Option shall
not be less than the Fair Market Value of the Share on the date of the grant,
except in the case of Substitute Awards or in connection with an adjustment
provided for in Section 4(c).

       

      (ii)           OPTION
PERIOD.  The term of each Option shall be fixed by the Committee in
its sole discretion; provided that no Option shall be exercisable after the
expiration of ten years from the date the Option is granted.

       

      (iii)           EXERCISABILITY.  Options
shall be exercisable at such time or times as determined by the Committee at or
subsequent to grant.  Except under certain circumstances in connection
with a Participant’s termination or in the event of a Change in Control, Options
will not be exercisable before the expiration of one year from the date the
Option is granted.

       

      (iv)           METHOD
OF EXERCISE.  Subject to the other provisions of the Plan, any Option
that is exercisable in accordance with the preceding paragraph may be exercised
by the Participant in whole or in part at such time or times, and the
Participant may make payment of the option price in such form or forms,
including, without limitation, payment by delivery of cash, delivery of Shares
(either actually or by attestation) already owned by the Participant for at
least six months (or any shorter period sufficient to avoid a charge to the
Company’s earnings for financial reporting purposes), via cashless exercise,
through a broker, or delivery of other consideration (including, where permitted
by law and the Committee, Awards) having a Fair Market Value on the exercise
date equal to the total option price, or by any combination of cash, such Shares
and other consideration as the Committee may specify in the applicable Award
Agreement.

       

      (v)           FORM
OF SETTLEMENT.  In its sole discretion, the Committee may provide, at
the time of grant, that the Shares to be issued upon an Option’s exercise shall
be in the form of Restricted Stock or other similar securities, or may reserve
the right so to provide after the time of grant.

       

      
        
           

        

        
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      (vi)           PROHIBITION
ON REPRICING.  The Company may not reprice Option grants, including
the cancellation of an existing grant followed by a regrant, without the express
approval of stockholders.

       

      (b)                 STOCK
APPRECIATION RIGHTS.  Stock Appreciation Rights (“SARs”) may be
granted hereunder to Participants either alone (“freestanding”) or in addition
to other Awards granted under the Plan (“tandem”) and may, but need not, relate
to a specific Option granted under Section 6(a).  The provisions of
SARs need not be the same with respect to each recipient.  Any tandem
SAR related to an Option may be granted at the same time such Option is granted
or at any time thereafter before exercise or expiration of such
Option.  In the case of any tandem SAR related to any Option, the SAR
or applicable portion thereof shall terminate and no longer be exercisable upon
the termination or exercise of the related Option, except that a SAR granted
with respect to less than the full number of Shares covered by a related Option
shall not be reduced until the exercise or termination of the related Option
exceeds the number of Shares not covered by the SAR.  Any Option
related to any tandem SAR shall no longer be exercisable to the extent the
related SAR has been exercised.  The Committee may impose such
conditions or restrictions on the exercise of any SAR, as it shall deem
appropriate; provided that a freestanding SAR shall not have a term of greater
than ten years or an exercise price less than 100% of Fair Market Value of the
Share on the date of grant.  The Company may not reprice SAR grants,
including the cancellation of an existing grant followed by a regrant, without
the express approval of stockholders of the Company.

       

      (c)                 RESTRICTED
STOCK.

       

      (i)           ISSUANCE.  A
Restricted Stock Award shall be subject to restrictions imposed by the Committee
during a period of time specified by the Committee (the “Restriction
Period”).  Restricted Stock Awards may be issued hereunder to
Participants, for no cash consideration or for such minimum consideration as may
be required by applicable law, either alone or in addition to other Awards
granted under the Plan.  Restricted Stock Awards may be real shares
(Restricted Stock) or phantom shares (Restricted Stock Units). The provisions of
Restricted Stock Awards need not be the same with respect to each
recipient.   Except for certain limited situations, Restricted
Stock Awards granted to Employees subject solely to continued employment
conditions shall have a vesting period of not less than three
years.

       

      (ii)           REGISTRATION.  Any
Restricted Stock issued hereunder may be evidenced in such manner, as the
Committee, in its sole discretion, shall deem appropriate, including, without
limitation, book entry registration or issuance of a stock certificate or
certificates.  In the event any stock certificates are issued in
respect of Shares of Restricted Stock awarded under the Plan, such certificates
shall be registered in the name of the Participant and shall bear an appropriate
legend referring to the terms, conditions and restrictions applicable to such
Award.

       

      (iii)           FORFEITURE.  Except
as otherwise determined by the Committee at the time of grant or thereafter,
upon termination of employment or services for any reason during the Restriction
Period, all Shares of Restricted Stock still subject to restriction shall be
forfeited by the Participant and reacquired by the
Company.  Unrestricted Shares, evidenced in such manner as the
Committee shall deem appropriate, shall be issued to the grantee promptly after
expiration of the Restriction Period, as determined or modified by the
Committee.

       

      (d)                 PERFORMANCE
AWARDS.  Performance Awards may be issued hereunder to Participants,
for no cash consideration or for such minimum consideration as may be required
by applicable law, either alone or in addition to other Awards granted under the
Plan.  The performance criteria to be achieved during any Performance
Period and the length of the Performance Period shall be determined by the
Committee upon the grant of each Performance Award, provided, however, that a
Performance Period shall not be shorter than 12 months or longer than five
years.  Except as provided in Section 7, Performance Awards will be
distributed only after the end of the relevant Performance
Period.  Performance Awards may be paid in cash, Shares, other
property, or any combination thereof, in the sole discretion of the Committee at
the time of payment.  The performance levels to be achieved for each
Performance Period and the amount of the Award to be distributed shall be
conclusively determined by the Committee.  Performance Awards may be
paid in a lump sum or in installments following the close of the Performance
Period or, in accordance with procedures established by the Committee, on a
deferred basis.

       

      (e)                 DIVIDEND
EQUIVALENTS.  Dividend Equivalents may be granted hereunder to
Participants either alone (“freestanding”) or in connection with other Awards
granted under the Plan.  The provisions of Dividend Equivalents need
not be the same with respect to each recipient.  Subject to the
provisions of the Plan and any Award Agreement, the recipient of an Award
(including, without limitation any deferred Award) may, if so determined by the
Committee, be entitled to receive, currently or on a deferred basis, cash
dividends, or Dividend Equivalents with respect to the number of Shares


       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      covered
by the Award, as determined by the Committee, in its sole discretion, and the
Committee may provide that such amounts (if any) shall be deemed to have been
reinvested in additional Shares or otherwise reinvested.

       

      (f)                 OTHER
STOCK UNIT AWARDS.

       

      (i)           STOCK
AND ADMINISTRATION.  Other Awards of Shares and other Awards that are
valued in whole or in part by reference to, or are otherwise based on, Shares or
other property (“Other Stock Unit Awards”) may be granted hereunder to
Participants, either alone or in addition to other Awards granted under the
Plan, and such other Stock Unit Awards shall also be available as a form of
payment in the settlement of other Awards granted under the
Plan.  Other Stock Unit Awards may be paid in Shares, cash or any
other form of property, as the Committee shall determine.  The
provisions of Other Stock Unit Awards need not be the same with respect to each
recipient. Except for certain limited situations, Other Stock Unit Awards
granted to Employees subject solely to continued employment conditions shall
have a vesting period of not less than three years.

       

      (ii)           TERMS
AND CONDITIONS.  Subject to the provisions of the Plan and any
applicable Award Agreement, Awards and Shares subject to Awards made under this
Section 6(f) may not be sold, assigned, transferred, pledged or otherwise
encumbered prior to the date on which the Shares are issued, or, if later, the
date on which any applicable restriction, performance or deferral period
lapses.  Shares (including securities convertible into Shares) subject
to Awards granted under this Section 6(f) may be issued for no cash
consideration or for such minimum consideration as may be required by applicable
law.  Shares (including securities convertible into Shares) purchased
pursuant to a purchase right awarded under this Section 6(f) shall be purchased
for such consideration as the Committee shall determine in its sole discretion,
which, except in the case of Substitute Awards, shall not be less than the Fair
Market Value of such Shares or other securities as of the date such purchase
right is awarded.

       

      SECTION
7.  CHANGE IN CONTROL PROVISIONS.

       

      (a)                 IMPACT
OF EVENT.  Subject to Section 7(a)(v) and notwithstanding any other
provision of the Plan to the contrary, unless the Committee shall determine
otherwise at the time of grant with respect to a particular Award, in the event
of a Change in Control:

       

      (i)           any
Options and SARs outstanding as of the date such Change in Control is determined
to have occurred, and which are not then exercisable and vested, shall become
fully exercisable and vested to the full extent of the original
grant;

       

      (ii)           the
restrictions and deferral limitations applicable to any Restricted Stock shall
lapse, and such Restricted Stock shall become free of all restrictions and
limitations and become fully vested and transferable to the full extent of the
original grant;

       

      (iii)           all
Performance Awards shall be immediately accelerated and considered to be earned
and payable pro rata based on: (a) the portion of the Performance Period that
has been completed as of the date such Change in Control is determined to have
occurred and (b) the actual performance as of such date, or if actual
performance is not calculable, target performance; in addition, any deferral or
other restriction shall lapse and such Performance Awards shall be immediately
settled or distributed; and

       

      (iv)           the
restrictions and deferral limitations and other conditions applicable to any
Other Stock Unit Awards or any other Awards shall lapse, and such Other Stock
Unit Awards or such other Awards shall become free of all restrictions,
limitations or conditions and become fully vested and transferable to the full
extent of the original grant.

       

       (b)                 CHANGE
IN CONTROL CASH-OUT.  Notwithstanding any other provision of the Plan,
in the event of a Change in Control the Committee may, in its discretion,
provide that each Option or SAR shall, upon the occurrence of a Change in
Control, be cancelled in exchange for a payment in an amount equal to the amount
by which the Change in Control Price per Share exceeds the purchase price per
Share under the Option or SAR (the “spread”) multiplied by the number of Shares
granted under the Option or SAR.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      SECTION
8. CODE SECTION 162(m) PROVISIONS.

       

      (a)                 Notwithstanding
any other provision of the Plan, if the Committee determines at the time
Restricted Stock, a Performance Award, Dividend Equivalents or an Other Stock
Unit Award is granted to a Participant who is then an officer that such Participant
is, or is likely to be as of the end of the tax year in which the Company would
claim a tax deduction in connection with such Award, a Covered Employee, then
the Committee may provide that this Section 8 is applicable to such
Award.

       

      (b)                 If
Restricted Stock, a Performance Award, a Dividend Equivalent or an Other Stock
Unit Award is subject to this Section 8, then the lapsing of restrictions
thereon and the distribution of cash, Shares or other property pursuant thereto,
as applicable, shall be subject to the achievement of one or more objective
performance goals established by the Committee.  Such performance
goals shall be set by the Committee within the time period prescribed by, and
shall otherwise comply with the requirements of, Section 162(m) of the Code, or
any successor provision thereto, and regulations thereunder.

       

      (i)           Performance
goals shall be based on the attainment of specified of one or any combination of
the following: operating income, net cash provided by operating activities,
earnings per share from continuing operations, revenues, operating margins,
return on operating assets, return on equity, economic value added, stock price
appreciation, total stockholder return, cost control, strategic initiatives,
market share, net income, or return on invested capital of the Company or the
Affiliate or division of the Company for or within which the Participant is
primarily employed.

       

      (ii)           Such
performance goals also may be based on the achievement of specified levels of
Company performance (or performance of an applicable Affiliate or division of
the Company) under one or more of the measures described above relative to the
performance of other corporations.  Such performance goals shall be
set by the Committee within the time period prescribed by, and shall otherwise
comply with the requirements of, Section 162(m) of the Code, or any successor
provision thereto, and the regulations thereunder.

       

      (iii)           the
measurement of the Company’s performance against its goals shall exclude the
impact of charges for restructurings, discontinued operations, extraordinary
items, and any other unusual or non-recurring items, and the cumulative effects
of accounting changes, each as defined by generally accepted accounting
principles and as identified in the Company’s financial statements, notes to the
financial statements or management’s discussion and analysis

       

      (c)                 Notwithstanding
any provision of the Plan other than Section 7, with respect to any Restricted
Stock, Performance Award, Dividend Equivalent or Other Stock Unit Award that is
subject to this Section 8, the Committee may adjust downwards, but not upwards,
the amount payable pursuant to such Award, and the Committee may not waive the
achievement of the applicable performance goals except in the case of the death
or disability of the Participant.

       

      (d)                 The
Committee shall have the power to impose such other restrictions on Awards
subject to this Section 8 as it may deem necessary or appropriate to ensure that
such Awards satisfy all requirements for “performance-based compensation” within
the meaning of Section 162(m)(4)(C) of the Code, or any successor provision
thereto.

       

      (e)                 Notwithstanding
any provision of the Plan other than Section 4(c), no Participant may be granted
Options or “freestanding” SARs during any three-year period with respect to more
than 1,000,000 Shares or Restricted Stock, Performance Shares, Dividend
Equivalents and/or Other Stock Unit Awards subject to this Section 8 that are
denominated in Shares in any three-year period with respect to more than 500,000
Shares, and the maximum dollar value payable with respect to Performance Units
and/or Other Stock Unit Awards that are valued with reference to property other
than Shares and granted to any Participant for any three-year period is
$4,000,000, with proportionate adjustments for shorter or longer performance
periods, not to exceed 5 years.
“Tandem” SARs granted in connection with other Awards pursuant to Section
6(b) and Deferred Stock Units granted as a result of a Participant’s voluntary
election to defer cash or other compensation otherwise payable to the
Participant shall not count against such limits.

       

      SECTION 9.  AMENDMENTS AND
TERMINATION.  The Board may amend, alter, suspend, discontinue
or terminate the Plan or any portion thereof at any time; provided, however,
that stockholder approval is required if such amendment, alteration, suspension,
discontinuation or termination would be required under the rules or listing
standards of the New York Stock Exchange, any other securities exchange or the
National Association of Securities Dealers, Inc. on which the Company’s
securities are listed, or such approval is required to qualify for or comply
with any tax or other regulatory 

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      requirement
for which or with which the Board deems it necessary or desirable to qualify or
comply.  In addition, no such amendment, alteration, suspension,
discontinuation or termination shall be made without the consent of the affected
Participant, if such action would impair the rights of such Participant under
any outstanding Award.  Notwithstanding anything to the contrary
herein, the Committee may amend the Plan in such manner as may be necessary so
as to have the Plan conform to local rules and regulations in any jurisdiction
outside the United States.

       

      The
Committee may amend the terms of any Award theretofore granted, prospectively or
retroactively, but no such amendment shall (a) impair the rights of any
Participant without his or her consent or (b) except for adjustments made
pursuant to Section 4(c) or in connection with Substitute Awards, reduce the
exercise price of outstanding Options or SARs or cancel or amend outstanding
Options or SARs for the purpose of repricing, replacing or regranting such
Options or SARs with an exercise price that is less than the exercise price of
the original Options or SARs without stockholder
approval.  Notwithstanding the foregoing, any adjustments made
pursuant to Section 4(c) shall not be subject to these
restrictions.

       

      SECTION
10.  GENERAL PROVISIONS.

       

      (a)                 No
Award, and no Shares subject to Awards described in Section 6(f) that have not
been issued or as to which any applicable restriction, performance or deferral
period has not lapsed, may be sold, assigned, transferred, pledged or otherwise
encumbered, except by will or by the laws of descent and distribution; provided,
however, that, if so determined by the Committee, a Participant may, in the
manner established by the Committee, designate a beneficiary to exercise the
rights of the Participant with respect to any Award upon the death of the
Participant.  Each Award shall be exercisable, during the
Participant’s lifetime, only by the Participant or, if permissible under
applicable law, by the Participant’s guardian or legal
representative.  Notwithstanding the foregoing, the Committee, in its
sole discretion, may permit a Participant to assign or transfer an Award;
provided, however, that an Award so assigned or transferred shall be subject to
all the terms and conditions of the Plan and the instrument evidencing the
Award.

       

      (b)                 No
Employee or Participant shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of Employees or
Participants under the Plan.

       

      (c)                 If
required by the Committee, the prospective recipient of any Award under the Plan
shall not, with respect to such Award, be deemed to have become a Participant,
or to have any rights with respect to such Award, until and unless such
recipient shall have executed an agreement or other instrument evidencing the
Award and delivered a copy thereof to the Company, and otherwise complied with
the then applicable terms and conditions.

       

      (d)                 Nothing
in the Plan or any Award granted under the Plan shall be deemed to constitute an
employment or service contract or confer or be deemed to confer on any
Participant any right to continue in the employ or service of, or to continue
any other relationship with, the Company or any Affiliate or limit in any way
the right of the Company or any Affiliate to terminate a Participant’s
employment or service or other relationship at any time, with or without
cause.

       

      (e)                 Except
as provided in Section 8, the Committee shall be authorized to make adjustments
in performance award criteria or in the terms and conditions of other Awards in
recognition of unusual or nonrecurring events affecting the Company or its
financial statements or changes in applicable laws, regulations or accounting
principles.  The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Award in the manner and to the
extent it shall deem desirable to carry it into effect.  In the event
that the Company shall assume outstanding employee benefit awards or the right
or obligation to make future such awards in connection with the acquisition of
or combination with another corporation or business entity, the Committee may,
in its discretion, make such adjustments in the terms of Awards under the Plan
as it shall deem appropriate.

       

      (f)                 The
Committee shall have full power and authority to determine whether, to what
extent and under what circumstances any Award shall be canceled or
suspended

       

      (g)                 All
certificates for Shares delivered under the Plan pursuant to any Award shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Shares are
then listed, and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      (h)                 No
Award granted hereunder shall be construed as an offer to sell securities of the
Company, and no such offer shall be outstanding, unless and until the Committee
in its sole discretion has determined that any such offer, if made, would comply
with all applicable requirements of the U.S. federal securities laws and any
other laws to which such offer, if made, would be subject.

       

      (i)                 The
Committee shall be authorized to establish procedures pursuant to which the
payment of any Award may be deferred.  In addition, Subject to the
provisions of the Plan and any Award Agreement, the recipient of an Award
(including, without limitation any deferred Award) may, if so determined by the
Committee, be entitled to receive, currently or on a deferred basis, cash
dividends, or Dividend Equivalents with respect to the number of Shares covered
by the Award, as determined by the Committee, in its sole discretion, and the
Committee may provide that such amounts (if any) shall be deemed to have been
reinvested in additional Shares or otherwise reinvested.

       

      (j)                 Except
as otherwise required in any applicable Award Agreement or by the terms of the
Plan, recipients of Awards under the Plan shall not be required to make any
payment or provide consideration other than the rendering of
services.

       

      (k)                 The
Committee may delegate to a committee of one or more directors of the Company
or, to the extent permitted by Delaware law, to one or more officers or a
committee of officers the right to grant Awards to Employees who are not
officers or directors of the Company and to cancel or suspend Awards to
Employees who are not officers or Directors of the Company.

       

      (l)                 The
Company shall be authorized to withhold from any Award granted or payment due
under the Plan the amount of withholding taxes due in respect of an Award or
payment hereunder and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such
taxes.  The Committee shall be authorized to establish procedures for
election by Participants to satisfy such obligation for the payment of such
taxes by delivery of or transfer of Shares to the Company (up to the employee’s
minimum required tax withholding rate to the extent the Participant has owned
the surrendered shares for less than six months if such a limitation is
necessary to avoid a charge to the Company for financial reporting purposes), or
by directing the Company to retain Shares (up to the employee’s minimum required
tax withholding rate) otherwise deliverable in connection with the
Award.

       

      (m)                 Nothing
contained in the Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable
only in specific cases.

       

      (n)                 The
validity, construction and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with the laws of the
State of Delaware and applicable federal law.

       

      (o)                 If
any provision of the Plan is or becomes or is deemed invalid, illegal or
unenforceable in any jurisdiction, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan, it shall be stricken and the
remainder of the Plan shall remain in full force and effect.

       

      (p)                 Awards
may be granted to Participants who are foreign nationals or employed outside the
United States, or both, on such terms and conditions different from those
applicable to Awards to Employees employed in the United States as may, in the
judgment of the Committee, be necessary or desirable in order to recognize
differences in local law or tax policy.  The Committee also may impose
conditions on the exercise or vesting of Awards in order to minimize the
Company’s obligation with respect to tax equalization for Employees on
assignments outside their home country.

       

      SECTION 11.  EFFECTIVE DATE
OF PLAN. The Plan shall be effective as of May 19, 2004.

       

      SECTION 12.  TERM OF
PLAN.  The Plan shall terminate on the tenth anniversary of the
effective date, unless sooner terminated by the Board pursuant to Section
9.

       

      SECTION
13.  INDEMNIFICATION.  In addition to such other
rights of indemnification as they may have as members of the Board of Directors,
the members of the Committee shall be indemnified by the Company to the fullest
extent permitted 

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      by law
against the reasonable expenses, including attorney’s fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option granted thereunder, and against all
amounts paid by them in satisfaction of a judgment in any such action, suit or
proceeding except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Committee member is not entitled to
indemnification under applicable law; provided, however, that within
sixty (60) days after institution of any such action, suit or proceeding
such Committee member shall in writing offer the Company the opportunity, at the
Company’s expense to handle and defend the same, and such Committee member shall
cooperate with and assist the Company in the defense of any such action, suit or
proceeding.  The Company shall not be obligated to indemnify any
Committee member with regard to any settlement of any action, suit or proceeding
of which the Company did not consent to in writing prior to such
settlement.

       

      SECTION 14.  GOVERNING LAW.
The Plan, any Award Agreement, any Award granted and any action taken
hereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflicts of laws
thereof.

      


      SECTION
15.                                           
CODE SECTION 409A PROVISIONS.

      


      (a)                 Notwithstanding
any other provision of the Plan, effective as of January 1, 2007, this Section
15 shall be applicable to each Award that constitutes deferred compensation
within the meaning of Section 409A of the Code, as more fully addressed in
Section 15(b) below.

      


      (b)                 An
Award shall constitute deferred compensation, and thus shall be subject to this
Section 15, if the Award provides a Participant in one year with a legally
binding right to income or other taxable benefit that shall be paid in a future
year, unless:

       

      (i)           Payment
under the Award will be made no later than 21⁄2 months after the end of the first
year during which the amount is no longer subject to a substantial risk of
forfeiture (if applicable); or

       

       

      (ii)           The
Award is one described in Section 15(c) below.

       

      


      An Award
made under the Plan that is subject to the provisions of this Section 15 shall
hereafter be referred to as a “Section 409A Award.”

      


      (c)                 The
Awards described below are not deemed to be deferred compensation, and thus are
not subject to this Section 15.

       

      (i)           An
Option with respect to the purchase of Shares, provided that the exercise price
is never less than the Fair Market Value of the Shares at the date of the grant,
and the number of Shares subject to the Option is fixed on the original date of
the grant;

       

       

      (ii)           Restricted
Stock and any other restricted property; and

       

       

      (iii)           A
Stock Appreciation Right (“SAR”), provided that

       

       

      (A)                 The
amount payable under the SAR is not greater than the difference between the Fair
Market Value of the Shares on the date of the grant and the Fair Market Value of
the Shares on the date of exercise; and

       

       

      (B)                 The
exercise price of the SAR may never be less than the Fair Market Value of the
Shares on the date the right is granted.

       

      


      For
purposes of this subsection (c), the Fair Market Value of Shares shall be
determined without regard to any lapse restrictions within the meaning of IRS
Regulation §1.83-3(i).

      


      Notwithstanding
the foregoing, an Award described above shall constitute deferred compensation
for purposes of this Section 15 if it is granted as a Substitute Award in
substitution or exchange for an Award that constitutes deferred
compensation.

      


      (d)                 A
Section 409A Award must provide that payment to a Participant may be made only
upon an event described below:

       

      (i)           The
Participant’s separation from service with the Company (subject to the
restriction on distributions to key employees prescribed in Section 15(f)
below);

       

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

       

      (ii)           The
Participant becoming disabled;

       

       

      (iii)           The
death of the Participant;

       

       

      (iv)           A
specified time (or pursuant to a fixed schedule) established at the time of the
Award; or

       

       

      (v)           Such
other permitted event prescribed under Code Section 409A or the regulations
issued thereunder.

      


      (e)                 A
Section 409A Award must provide for a date of payment or payments that is
objectively determinable at the time the permitted payment event
occurs.  Payment can also be made in accordance with a fixed schedule
that is objectively determined based on the date of the allowed payment event if
the schedule is fixed at the time the permissible payment event is
specified.  The Award can provide for payment upon the later of (or
the latest of) two or more permissible payment events so long as each separate
payment event is a permitted payment event.  Alternatively, payment
may be made upon the earlier of (or the earliest of) two or more permissible
payment events if each payment event is a permitted payment event.

      


      (f)                 Notwithstanding
Sections 15(d) and (e) above, a Section 409A Award must provide that payment to
be made to a “key employee” (as determined under Code Section 416(i) without
considering Section 416(i)(5)) by reason of the key employee’s separation from
service cannot be made prior to the date which is six months after the date of
the key employee’s separation from service.  If payments are to be
made in installments, then the installments will be deemed to be a single
payment so that only the commencement of the installments, rather than each
scheduled payment, shall be subject to the six-month deferred payment
rule.

      


      (g)                 The
time or schedule of any payment to be made under a Section 409A Award may not be
accelerated, except as expressly permitted under Code Section
409A.  For this purpose, an acceleration of the time or the schedule
of payments shall not be deemed to have occurred if the Company or Committee
waives or accelerates the satisfaction of a condition constituting a substantial
risk of forfeiture applicable to the Award, but only if the requirements of this
Section 15 are otherwise satisfied with respect to that Award.  The
time or schedule of payments may also be accelerated, if the Award so permits,
as necessary for the Participant to pay the FICA taxes imposed under Code
Sections 3101, 3121(a) and 3121(v)(2) on the Award, or so that the income tax
withholding can be paid on the Award (if constituting wages included in the
Participant’s income) as imposed by Code Section 3401.

      


      (h)                 If
a Section 409A Award allows a Participant, or the Company or Committee, to elect
to change the form or time of a distribution under the Award, then the Award
must provide that the subsequent election may not take effect until at least
twelve months after the date on which the election is made.  If an
election is related to a payment for separation from service or at a specified
time or schedule, the Award must require that the payment with respect to which
the subsequent election is made shall be deferred for a period of not less than
five years from the date of payment.

       

       

       

       

      13