EX-10.4






Exhibit 10.4




SCRIPPS NETWORKS INTERACTIVE, INC.

2008 LONG-TERM INCENTIVE PLAN




1. Purpose; Effective Date.



The plan shall be known as the Scripps Networks Interactive, Inc. 2008 Long-Term Incentive Plan
(the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of
Scripps Networks Interactive, Inc. (the “Company”) and its subsidiaries by (i) providing directors
of the Company and officers and key employees of the Company and its subsidiaries with incentives
to improve stockholder values and contribute to the success of the Company and (ii) enabling the
Company to attract, retain and reward the best available persons for positions of substantial
responsibility. Grants of incentive or nonqualified stock options, stock appreciation rights in
tandem with or independent of options (“SARs”), restricted or nonrestricted share awards,
performance units, or any combination of the foregoing may be made under the Plan. In addition, the
Plan permits the grant of awards in substitution of awards issued under The E. W. Scripps Company
1997 Long-Term Incentive Plan, as amended, in accordance with the terms of the Employee Matters
Agreement by and between The E. W. Scripps Company and the Company (the “Employee Matters
Agreement”).



This Plan is (a) adopted effective immediately prior to the Distribution Date as defined in the
Employee Matters Agreement (the “Effective Date”) by the Board of Directors of the Company and (b)
approved effective as of the Effective Date by The E. W. Scripps Company, as sole shareholder of
the Company.




2. Definitions.




     (a) “Affiliate” means any Person controlling or under common control with the Company or any
Person of which the Company directly or indirectly has Beneficial Ownership of securities having a
majority of the voting power.



     (b) “Beneficial Ownership” and “Beneficial Owner” have the meanings provided in Rule 13d-3
promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).



     (c) “Cause” means:




     (i) commission of a felony or an act or series of acts that results in material injury to
the business or reputation of the Company or any subsidiary;




     (ii) willful failure to perform duties of employment, if such failure has not been cured in
all material respects within twenty (20) days after the Company or any subsidiary, as applicable,
gives notice thereof; or




     (iii) breach of any material term, provision or condition of employment, which breach has
not been cured in all material respects within twenty (20) days after the Company or any
subsidiary, as applicable, gives notice thereof.



     (d) “Change in Control” shall occur with respect to all participants in the Plan when after
the Distribution Date (except as may be otherwise prescribed by the Committee in an award
agreement):




     (i) any Person becomes a “Beneficial Owner” of a majority of the outstanding Common Voting
Shares, $.01 par value, of the Company (or shares of capital stock of the Company with comparable
or unlimited voting rights), excluding, however, The Edward W. Scripps Trust (the “Trust”) and
the trustees thereof, and any person that is or becomes a party to the Scripps Family Agreement,
dated October 15, 1992, as amended currently and as it may be amended from time to time in the
future (the “Family Agreement”);



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     (ii) the majority of the Board of Directors of the Company (the “Board”) consists of
individuals other than Incumbent Directors; or




     (iii) assets of the Company accounting for 90% or more of the Company’s revenues
(hereinafter referred to as “substantially all of the Company’s assets”) are disposed of pursuant
to a merger, consolidation, sale, or plan of liquidation and dissolution (unless the Trust or the
parties to the Family Agreement have Beneficial Ownership of, directly or indirectly, a
controlling interest (defined as owning a majority of the voting power) in the entity surviving
such merger or consolidation or acquiring such assets upon such sale or in connection with such
plan of liquidation and dissolution).



     (e) “Change in Control” shall occur with respect to a particular participant in the Plan
employed by a particular subsidiary or division of a subsidiary when after the Distribution Date
(except as may be otherwise prescribed by the Committee in an award agreement):




     (i) any Person, other than the Company or an Affiliate, acquires Beneficial Ownership of
securities of the particular subsidiary of the Company employing the participant having at least
fifty percent (50%) of the voting power of such subsidiary’s then outstanding securities; or




     (ii) the particular subsidiary sells to any Person other than the Company or an Affiliate
all or substantially all of the assets of the particular division thereof to which the
participant is assigned.



     (f) “Closing Price” of Class A Common Shares of the Company means, with respect to the date in
question, the closing sales price of such shares on the New York Stock Exchange, or if the
Company’s Class A Common Shares are not traded on such exchange, or otherwise traded publicly, the
value determined, in good faith, by the Committee.



     (g) “Conversion Awards” means awards that are issued in substitution of, or in connection
with, stock options, restricted shares or restricted share units that were granted under The E. W.
Scripps Company 1997 Long-Term Incentive Plan, as amended, to employees of The E. W. Scripps
Company and its Subsidiaries in accordance with the terms of the Employee Matters Agreement.



     (h) “Disability” means a permanent disability deemed to have occurred under any Company-wide
employee long-term disability plan.



     (i) “Distribution Date” has the meaning given that term in Section 1.



     (j) “Effective Date” has the meaning given that term in Section 1.



     (k) “Employee Matters Agreement” has the meaning given that term in Section 1.



     (l) “Incentive Stock Option” means an option conforming to the requirements of Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”).



     (m) “Incumbent Director” means a member of the Board on the Distribution Date, provided that
any person becoming a director subsequent to the Distribution Date, whose election or nomination
for election was supported by a majority of the directors who then comprised the Incumbent
Directors shall be considered to be an Incumbent Director.



     (n) “Nonqualified Stock Option” means any stock option other than an Incentive Stock Option.



     (o) “Person” has the meaning provided in Section 3(a)(9) of the Exchange Act, and as used in
Sections 13(d) and 14(d)



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thereof, including a “group” (as defined in Section 13(d) of such Act).



     (p) “Retirement” means retirement as defined under the Pension Plan, or as otherwise
determined by the Board of Directors of the Company.



     (q) “SARs” means stock appreciation rights.



     (r) “Pension Plan” means the Scripps Pension Plan, or its successor in which the Company
participates.



     (s) “Subsidiary” means a corporation or other entity of which outstanding shares or interests
representing 50% or more of the combined voting power of such corporation or entity are owned
directly or indirectly by the Company. For purposes of determining whether any person may be a
participant with respect to any grant of Nonqualified Stock Options or SARs that are intended to be
exempt from Section 409A of the Code, the term “Subsidiary” means any corporation or other entity
as to which the Company is an “eligible issuer of service recipient stock” (within the meaning of
409A of the Code).



3. Administration.



The Plan shall be administered by a committee consisting of at least three directors of the Company
(the “Committee”). Subject to the provisions of the Plan, the Committee shall be authorized to
determine the form and substance of grants made under the Plan to each participant; establish the
conditions and restrictions, if any, subject to which such grants will be made or will vest;
interpret the Plan; and adopt, amend, or rescind such rules and regulations for carrying out the
Plan as it may deem appropriate. Decisions of the Committee on all matters relating to the Plan
shall be conclusive and binding on all parties, including the Company, its shareholders, and the
participants in the Plan. The Committee may appoint a subcommittee of its members as permitted or
appropriate under applicable laws and regulations. Such subcommittee may exercise such powers of
the Committee as the Committee designates. All actions of the subcommittee shall be reported to the
Committee.




4. Shares Available for the Plan.



Subject to adjustments as provided in Section 16, an aggregate of 19,000,000 shares of Class A
Common Shares of the Company (hereinafter referred to from time to time as “shares”) may be issued
pursuant to the Plan. Such shares may be unissued or treasury shares. If any grant under the Plan
expires or terminates unvested or unexercised, becomes unexercisable or is forfeited as to any
shares, such unpurchased or forfeited shares shall thereafter be available for further grants under
the Plan unless, in the case of options granted under the Plan, SARs in tandem therewith are
exercised. The Company shall not be required to deliver any fractional shares pursuant to this
Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions
in cash.




5. Participation.



Except with respect to Conversion Awards, participation in the Plan shall be limited to directors
of the Company and officers and key employees of the Company and its subsidiaries, all as approved
by the Committee.



Nothing in the Plan or in any grant thereunder shall confer any right on an employee to continue in
the employ of the Company or shall interfere in any way with the right of the Company to terminate
an employee at any time.



Incentive or nonqualified stock options, SARs, restricted or nonrestricted stock or stock unit
awards, performance units, or any combination thereof, may be granted for such number of shares as
the Committee shall determine (such individuals to whom grants are made being herein referred to
from time to time as “grantees”). A grant of any type made hereunder in any one year to an eligible
participant shall neither guarantee nor preclude a further grant of that or any other type to such


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employee in that year or subsequent years.



The maximum number of shares with respect to which incentive or nonqualified options, SARs,
restricted or nonrestricted stock, restricted share units or performance units, or any combination
of the foregoing may be granted to any single individual in any one calendar year shall not exceed
1,000,000 shares. The maximum number of shares for which incentive stock options may be granted
under the Plan shall not exceed 5,000,000 shares.




6. Incentive and Nonqualified Option Grants.



The Committee may grant from time to time to eligible participants Incentive Stock Options,
Nonqualified Stock Options, or any combination thereof. The options granted shall take such form as
the Committee shall determine, subject to the following terms and conditions.




     (a) Price. The price per share deliverable upon the exercise of each option (“exercise price”)
shall not be less than 100% of the Closing Price of the shares on the date the option is granted.
In the case of the grant of any Incentive Stock Option to a participant who, at the time of the
grant, owns more than 10% of the total combined voting power of all classes of stock of the Company
or any of its subsidiaries, such price per share, if required by the Code at the time of grant,
shall not be less than 110% of the Closing Price of the shares on the date the option is granted.



     (b) Cash Exercise. Options may be exercised in whole or in part upon payment of the exercise
price of the shares to be acquired. Payment shall be made in cash or, in the discretion of the
Committee, in shares previously acquired by the participant or a combination of cash and shares.
The Closing Price of shares tendered on exercise of options shall be determined on the date of
exercise.



     (c) Cashless Exercise. Options may be exercised in whole or in part upon delivery of an
irrevocable written notice of exercise pursuant to any cashless exercise program that the Company
offers from time to time.



     (d) Terms of Options. The term during which each option may be exercised shall be determined
by the Committee, but in no event shall a Nonqualified Stock Option be exercisable more than ten
years and one day from the date it is granted or an Incentive Stock Option, more than ten years
from the date it is granted; and, in the case of the grant of an Incentive Stock Option to an
employee who at the time of the grant owns more than 10% of the total combined voting power of all
classes of stock of the Company or any of its subsidiaries, in no event shall such option be
exercisable, if required by the Code at the time of grant, more than five years from the date of
the grant. All rights to purchase shares pursuant to an option shall, unless sooner terminated,
expire at the date designated by the Committee. The Committee shall determine the date on which
each option shall become exercisable and may provide that an option shall become exercisable in
installments. The shares constituting each installment may be purchased in whole or in part at any
time after such installment becomes exercisable, subject to such minimum exercise requirement as is
designated by the Committee. The Committee may accelerate the time at which any option may be
exercised in whole or in part. Unless otherwise provided herein, a grantee who is an employee of
the Company or a subsidiary may exercise an option only if he or she is, and has continuously been
since the date the option was granted, an employee of the Company or a subsidiary. Prior to the
exercise of the option and delivery of the stock represented thereby, the grantee shall have no
rights to any dividends or be entitled to any voting rights on any stock represented by outstanding
options.



     (e) Limitations on Grants. If required by the Code at the time of grant of an Incentive Stock
Option, the aggregate Closing Price (determined as of the grant date) of shares for which such
option is exercisable for the first time during any calendar year may not exceed $100,000.



     (f) Automatic Cashless Exercise. Except with respect to Conversion Awards granted
prior to February 22, 2007, the plan administrator will automatically order the cashless exercise
of in-the-money Nonqualified Stock Options that have



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vested but not been exercised on the expiration date of the grant. Plan participants who are
subject to the preclearance section of the Company’s Insider Trading Policy are excluded from this
automatic exercise provision.



     (g) Conversion Awards. Notwithstanding anything contained herein to the contrary, each
Conversion Award for an option granted under The E. W. Scripps Company 1997 Long-Term Incentive
Plan, as amended, shall reflect the conversion formula and other equitable adjustments and terms
and conditions provided for in the Employee Matters Agreement, all as determined by the Committee
in its sole discretion.



7. Stock Appreciation Right Grants.




     (a) Tandem SARs. The Committee shall have the authority to grant SARs in tandem with an option
(“tandem SAR”) under this Plan to any grantee, either at the time of grant of an option or
thereafter by amendment to an option. The exercise of an option shall result in an immediate
forfeiture of its corresponding tandem SAR, and the exercise of a tandem SAR shall cause an
immediate forfeiture of its corresponding option. Tandem SARs shall be subject to such other terms
and conditions as the Committee may specify. A tandem SAR shall expire at the same time as the
related option expires and shall be transferable only when, and under the same conditions as, the
related option is transferable.



     Tandem SARs shall be exercisable only when, to the extent and on the conditions that the
related option is exercisable. No tandem SAR may be exercised unless the Closing Price of a share
on the date of exercise exceeds the exercise price of the option to which the SAR corresponds.



     Upon the exercise of a tandem SAR, the grantee shall be entitled to a distribution in an
amount equal to the difference between the Closing Price of a share on the date of exercise and the
exercise price of the option to which the SAR corresponds. The Committee shall decide whether such
distribution shall be in cash, in shares, or in a combination thereof.



     All tandem SARs will be exercised automatically on the last day prior to the expiration date
of the related option, so long as the Closing Price of a share on that date exceeds the exercise
price of the related option.



     (b) Independent SARs. SARs may be granted by the Committee independently of options
(“Independent SARs”). An Independent SAR will entitle a participant to receive, with respect to
each share as to which the SAR is exercised, the excess of the Closing Price of a share on the date
of exercise over its Closing Price on the date the Independent SAR was granted.



     Any exercise of an Independent SAR must be in writing, signed by the participant and delivered
or mailed to the Company, accompanied by any other documents required by the Committee.



     Each Independent SAR will be exercised automatically on the last day prior to the expiration
date established by the Committee at the time of the award of such SAR.



     Payment of the amount to which a participant is entitled upon the exercise of an Independent
SAR shall be made in cash or shares, or in a combination thereof, as the Committee shall determine.
To the extent that payment is made in shares, the shares shall be valued at their Closing Price on
the date of exercise of such SAR.



8. Performance Units for Employees.



Performance units may be granted on a contingent basis to participants at any time and from time to
time as determined by the Committee. The Committee shall have complete discretion in determining
the number of performance units so granted to a participant and the appropriate period over which
performance is to be measured (“performance cycle”). Each performance unit shall have a dollar
value determined by the Committee at the time of grant. The value of each unit may be


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fixed or it may be permitted to fluctuate based on a performance factor (e.g., return on equity)
selected by the Committee. The Committee shall establish performance goals that, depending on the
extent to which they are met, will determine the ultimate value of the performance unit or the
number of performance units earned by participants, or both.



The Committee shall establish performance goals and objectives for each performance cycle on the
basis of such criteria and objectives as the Committee may select from time to time. During any
performance cycle, the Committee shall have the authority to adjust the performance goals and
objectives for such cycle for such reasons as it deems equitable.



The Committee shall determine the number of performance units that have been earned by a
participant on the basis of the Company’s performance over the performance cycle in relation to the
performance goals for such cycle. Earned performance units may be paid out in restricted or
nonrestricted shares, cash, or a combination of both, as the Committee shall determine at the time
of grant or payment.



A participant must be an employee of the Company at the end of the performance cycle in order to be
entitled to payment of a performance unit granted in respect of such cycle; provided, however,
that, except as otherwise provided by the Committee, if a participant ceases to be an employee of
the Company upon the occurrence of his or her death, Retirement, or Disability prior to the end of
the performance cycle, the participant shall earn a proportionate number of performance units based
upon the elapsed portion of the performance cycle and the Company’s performance over that portion
of such cycle in accordance with terms and conditions established by the Committee upon grant of a
performance unit.




9. Restricted and Nonrestricted Share Grants; Performance-Based Grants; Restricted Share Unit
Grants.


The Committee may grant shares or share units under the Plan to such participants and in such
amounts as it determines. Each grant shall specify the applicable restrictions, if any, the
duration of such restrictions, the time or times at which such restrictions shall lapse with
respect to all or a specified number of shares or units that are part of the grant, and the terms
and conditions under which a participant can earn a proportionate number of restricted shares or
units in the event of his or her death, Retirement or Disability. The Committee may grant shares or
units the vesting of which is based on the attainment of written performance goals approved by the
Committee for a performance period established by the Committee (i) while the outcome for such
performance period is substantially uncertain and (ii) no more than 90 days after the commencement
of such performance period to which the performance goal relates. The performance goals, which must
be objective, shall be based solely upon specified levels of or growth in one or more of the
following criteria:



1. Earnings per share;

2. Segment profit;

3. Gross margin;

4. Operating or other expenses;

5. Earnings before interest and taxes (“EBIT”);

6. Earnings before interest, taxes, depreciation and amortization;

7. Free cash flow;

8. Net income;

9. Return on investment (determined with reference to one or more
categories of income or cash flow and one or more categories of assets, capital or equity);

10. Stock price appreciation;

11. Viewer ratings or impressions;

12. Online revenue;

13. Online segment profit;

14. Website traffic;

15. Market share; and

16. Revenue.



The foregoing criteria may relate to the Company, one or more of its Subsidiaries or one or more of
its divisions, units, partnerships, joint ventures or minority investments, product lines or
products or any combination of the foregoing, and


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may be applied on an absolute basis or be relative to the Company’s annual budget, one or more peer
group companies or indices, or any combination thereof, all as the Committee shall determine. In
addition, to the degree consistent with Section 162(m) of the Code (or any successor section
thereto), the performance goals may be calculated without regard to extraordinary items or adjusted
for unusual or unplanned items.



Notwithstanding the foregoing, the Committee may reduce or shorten the duration of any restriction
applicable to any participant under the Plan to the degree consistent with Section 162(m) of the
Code (or any successor section thereto). With respect to an award of restricted shares, the
participant will be required to deposit shares with the Company during the period of any
restriction thereon and to execute a blank stock power therefor.



The Committee may grant restricted shares that are convertible into restricted share units at the
election of the participant to defer receipt of such shares. To the extent permitted by Section
409A of the Code, the Committee may permit participants holding restricted shares granted under the
Plan heretofore or hereafter to convert such shares into restricted share units if the participant
elects to defer receipt of such shares. The terms and conditions of any conversion shall be
approved by the Committee. Each participant who receives a grant of restricted share units (whether
by conversion of restricted shares or otherwise) shall be eligible to receive, at the expiration of
the applicable deferral period, one share for each restricted share unit, and the Company shall
issue to and register in the name of each such participant a certificate for that number of shares.
Participants who receive restricted share units shall have no rights as shareholders with respect
to such restricted share units until such time as share certificates are issued to the
participants; provided, however, that quarterly during the applicable restricted period for all
restricted share units so received, the Company shall pay to each such participant an amount equal
to the sum of all dividends and other distributions paid by the Company during the prior quarter on
that equivalent number of shares.



Notwithstanding anything contained herein to the contrary, each Conversion Award for a restricted
share or restricted share unit granted under The E. W. Scripps Company 1997 Long-Term Incentive
Plan, as amended, shall reflect the conversion formula and other equitable adjustments and terms
and conditions provided for in the Employee Matters Agreement, all as determined by the Committee
in its sole discretion.




10. Change in Control.




     (a) Change in Control of the Company. Upon a Change in Control of the Company, all grants made
under the Plan shall become fully vested and, in the case of options, be exercisable until their
respective expiration dates.



     (b) Change in Control of Subsidiary or Division Employing a Participant. Upon a Change in
Control of a subsidiary or division by which a participant is employed, all of such participant’s
grants shall become fully vested and, in the case of options, be exercisable until their respective
expiration dates.



11. Termination of Employment.




     (a) Employees. If a participant ceases to be an employee of the Company or any subsidiary due
to death, Disability or Retirement, each of the participant’s grants shall become fully vested and,
in the case of an option, be exercisable until its expiration date. Notwithstanding the foregoing,
in the event of such death, Disability or Retirement, any restricted share grant or restricted
share unit grant contingent on the achievement of performance measures shall vest proportionately
in accordance with the terms and conditions established by the Committee upon grant of such share
or unit.



     If a participant ceases to be an employee of the Company or any subsidiary due to Cause, all
of his or her grants, whether or not vested, shall be forfeited, other than restricted and
nonrestricted share grants that vested prior to such participant’s ceasing to be such an employee
due to Cause and options or other grants that were exercised prior to such cessation.



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     If a participant ceases to be an employee of the Company or any subsidiary for any reason
other than as set forth in the first two paragraphs of this Section 11(a), each of his or her
grants that had vested on or before the date of termination shall remain vested and, in the case of
an option, be exercisable for, and shall otherwise terminate at the end of, a period of 90 days
after the date of termination of employment, but in no event after its expiration date; and each of
a participant’s grants that had not vested on or before the date of such termination shall be
forfeited.



     Notwithstanding anything to the contrary herein, if a participant ceases to be an employee of
the Company or any subsidiary for any reason other than Cause, the Committee at its sole discretion
may accelerate the vesting of any grant, so that it will become fully vested as of the date of such
participant’s termination of employment and in the case of an option may extend the exercise period
to a date that is no more than ten years from the date of grant.



     (b) Directors. If a participant is a director and not an officer or employee of the Company or
a subsidiary, each of his or her grants shall be nonforfeitable and shall vest and, if applicable,
be exercisable until its expiration date, regardless of whether or not such director continues to
be a director of the Company, unless such director has been removed for cause as a director in
accordance with applicable law (in which event such director shall forfeit all outstanding grants,
whether vested or not, at the date of his or her removal, other than restricted or nonrestricted
share grants that vested prior to such removal and options or other grants that were exercised
prior to such removal).



     (c) Conversion Awards. For purposes of applying this Section 11 to Conversion Awards held by
EWS Employees (as defined in the Employee Matters Agreement), or any other vesting schedule or
expiration date related those Conversion Awards, continued service with the EWS Group (as defined
in the Employee Matters Agreement) from and after the Effective Date shall be deemed to constitute
continued service with the Company or any subsidiary.



12. Withholding of Taxes.



The Company may require, as a condition to any grant under the Plan or to the delivery of
certificates for shares issued hereunder, that the grantee pay to the Company, in cash, any
federal, state or local taxes of any kind required by law to be withheld with respect to any grant
or any delivery of shares. The Committee may permit participants to pay such taxes through the
withholding of shares otherwise deliverable to such participant in connection with such grant or
the delivery to the Company of shares otherwise acquired by the participant. The Closing Price of
shares withheld by the Company or tendered to the Company for the satisfaction of tax withholding
obligations under this section shall be determined on the date such shares are withheld or
tendered. The Company, to the extent permitted or required by law, shall have the right to deduct
from any payment of any kind (including salary or bonus) otherwise due to a grantee any federal,
state or local taxes of any kind required by law to be withheld with respect to any grant or to the
delivery of shares under the Plan, or to retain or sell without notice a sufficient number of the
shares to be issued to such grantee to cover any such taxes, provided that the Company shall not
sell any such shares if such sale would be considered a sale by such grantee for purposes of
Section 16 of the Exchange Act.




13. Written Agreement.



Each participant to whom a grant is made under the Plan shall enter into a written agreement with
the Company that shall contain such provisions, consistent with the provisions of the Plan, as may
be established by the Committee.




14. Listing and Registration.



If the Committee determines that the listing, registration, or qualification upon any securities
exchange or under any law of shares subject to any option, SAR, performance unit, or share or share
unit award is necessary or desirable as a condition of, or in connection with, the granting of same
or the issue or purchase of shares thereunder, no such option or SAR may be


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exercised in whole or in part, no such performance unit paid out, or no shares issued unless such
listing, registration or qualification is effected free of any conditions not acceptable to the
Committee.




15. Transfer of Employee.



Transfer of an employee from the Company to a subsidiary, from a subsidiary to the Company, and
from one subsidiary to another shall not be considered a termination of employment. Nor shall it be
considered a termination of employment if an employee is placed on military or sick leave or such
other leave of absence which is considered as continuing intact the employment relationship; in
such a case, the employment relationship shall be continued until the date when an employee’s right
to reemployment shall no longer be guaranteed either by law or by contract.




16. Adjustments.



In the event of a reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, distribution of assets, or any other change in the corporate
structure or shares of the Company that occurs after the Distribution Date, the Committee shall
make such adjustments as it deems appropriate in the number and kind of shares reserved for
issuance under the Plan, in the number and kind of shares covered by grants made under the Plan,
and in the exercise price of outstanding options. In the event of any merger, consolidation or
other reorganization in which the Company is not the surviving or continuing corporation, all
grants outstanding on the date of such event shall be assumed by the surviving or continuing
corporation. In no event shall any adjustment be required under this Section 16 if the Committee
determines that such action could cause an award to fail to satisfy the conditions of an applicable
exception from the requirements of Section 409A of the Code or otherwise could subject a
participant to the additional tax imposed under Section 409A of the Code in respect of an
outstanding award.




17. Termination and Modification of the Plan.



The Board of Directors, with such approval of the shareholders as may be required, may modify or
terminate the Plan and from time to time may suspend, and if suspended, may reinstate any or all of
the provisions of the Plan, except that no modification, suspension or termination of the Plan may,
without the consent of the grantee affected, alter or impair any grant previously made under the
Plan.



To the extent permitted by Section 409A of the Code, and with the consent of the grantee affected
thereby, and with such approval of the shareholders as may be required, the Committee may amend or
modify a grant in any manner to the extent that the Committee would have had the authority to make
such grant as so modified or amended, including without limitation to change the date or dates as
of which (i) an option becomes exercisable, (ii) a performance unit is to be determined or paid, or
(iii) restrictions on shares or share units are to be removed.



The Committee shall be authorized to make minor or administrative modifications to the Plan as well
as modifications to the Plan that may be dictated by requirements of federal or state laws
applicable to the Company or that may be authorized or made desirable by such laws.




18. Termination Date.



The Plan shall terminate at the close of business on the tenth anniversary of the Effective Date.




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19. Cash Awards.



To the extent permitted by Section 409A of the Code, the Committee may authorize cash awards to any
participant receiving shares under the Plan in order to assist such participant in meeting his or
her tax obligations with respect to such shares.




20. Transferability.



No option, SAR, or performance unit, restricted share or restricted share unit award granted
hereunder may be transferred by a participant except by will or the laws of descent and
distribution, pursuant to a qualified domestic relations order (as defined in the Code or the
Employee Retirement Income Security Act of 1974, as amended) or, during his or her lifetime, to one
or more members of his or her family, to one or more trusts for the benefit of one or more members
of his or her family, or to a partnership or partnerships of members of his or her family, provided
that no consideration is paid for the transfer and that such transfer would not result in the loss
of any exemption under Rule 16b-3 with respect to any grant hereunder. A transferee shall be
subject to all restrictions, terms and conditions applicable to the transferor-participant and
shall not be entitled to transfer the particular option, SAR, performance unit or restricted share
or restricted share unit award during his or her life.




21. Non-U.S. Participants.



In order to facilitate the making of any grant or combination of grants under this Plan, the
Committee may provide for such special terms for awards to participants who are foreign nationals
or who are employed by the Company or any Subsidiary outside of the United States of America or who
provide services to the Company or any Subsidiary under an agreement with a foreign nation or
agency, as the Committee may consider necessary or appropriate to accommodate differences in local
law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments,
restatements or alternative versions of the Plan (including, without limitation, sub-plans) as it
may consider necessary or appropriate for such purposes, without thereby affecting the terms of the
Plan as in effect for any other purpose, and the Secretary of the Board or other appropriate
officer of the Company may certify any such document as having been approved and adopted in the
same manner as this Plan. No such special terms, supplements, amendments or restatements, however,
will include any provisions that are inconsistent with the terms of the Plan as then in effect
unless this Plan could have been amended to eliminate such inconsistency without further approval
by the shareholders of the Company.




22. Compliance with Section 409A of the Code.



Awards granted under this Plan shall be designed and administered in such a manner that they are
either exempt from the application of, or comply with, the requirements of Section 409A of the
Code. To the extent that the Committee determines that any award granted under the Plan is subject
to Section 409A of the Code, the award agreement shall incorporate the terms and conditions
necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a
participant. Notwithstanding any other provision of the Plan or any award agreement (unless the
award agreement provides otherwise with specific reference to this Section): (i) an award shall not
be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under this
Plan in a manner that would result in the imposition of an additional tax under Section 409A of the
Code upon a participant; and (ii) if an award is subject to Section 409A of the Code, and if the
participant holding the award is a “specified employee” (as defined in Section 409A of the Code,
with such classification to be determined in accordance with the methodology established by the
Company), no distribution or payment of any amount shall be made before a date that is six (6)
months following the date of such participant’s “separation from service” (as defined in Section
409A of the Code) or, if earlier, the date of the participant’s death. Although the Company intends
to administer the Plan so that awards will be exempt from, or will comply with, the requirements of
Section 409A of the Code, the Company does not warrant that any award under the Plan will qualify
for favorable tax treatment under Section 409A of the Code or any other provision of federal,
state, local, or non-United States law. Neither the Company, its affiliates, its


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subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to
any participant or any other person for any tax, interest, or penalties the participant might owe
as a result of the grant, holding, vesting, exercise, or payment of any award under the Plan. Any
reference in this Plan to Section 409A of the Code will also include the applicable proposed,
temporary or final regulations, or any other guidance, issued with respect to such Section by the
U.S. Department of the Treasury or the Internal Revenue Service.





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