Filed by Bowne Pure Compliance





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





SYNTROLEUM CORPORATION

2005
STOCK INCENTIVE PLAN

(Marked in Bold Face Type to Show Amendments Set Forth
in

Proposal 4 as Described in the Proxy Statement)


This Syntroleum
Corporation 2005 Stock Incentive Plan (the “Plan”) was approved by
the shareholders of Syntroleum Corporation, a Delaware corporation (the
“Company”) on April 25, 2005. Since the approval of the Plan
in 2005, the Internal Revenue Service has issued final regulations and other
guidance with respect to the taxation of deferred compensation. This amendment
and restatement reflects the requirements of those regulations and that
guidance. This amendment and restatement also reflects certain other changes in
the Plan. On June 16, 2008, Plan was amended to reflect changes
approved by the stockholders on June 2, 2008.


1. Plan. The
Plan has been adopted by the Company to reward certain corporate officers and
key Employees, certain independent contractors and nonemployee directors of the
Company and its Subsidiaries. The Plan provides for Stock Awards and Awards of
Cash, Options and SARs to Employees. The Plan provides for Stock Awards and
Awards of Options and SARs to Directors. Both Incentive Stock Options
(ISO’s) and Nonqualified Stock Options (NQSO’s) are permitted under
the Plan, but only Employees may receive ISO’s. All Awards of deferred
compensation under the Plan are intended to meet the requirements and
restrictions of the nonqualified deferred compensation rules contained in
Section 409A of the Code, in final regulations under Section 409A and
in other Internal Revenue Service guidance. The Company intends ISO’s
awarded under the Plan to qualify for the favorable tax treatment available
under Section 422 of the Code. The Company also intends certain Awards
under the Plan to qualify as performance-based compensation under the
million-dollar pay cap rules of Section 162(m) of the Code.


2. Objectives.
The purpose of the Plan is to further the interests of the Company, its
Subsidiaries and its shareholders by providing incentives in the form of Awards
to key Employees, independent contractors and directors who can contribute
materially to the success and profitability of the Company and its
Subsidiaries. Such Awards will recognize and reward outstanding performances
and individual contributions and give Participants in the Plan an interest in
the Company parallel to that of the shareholders, thus enhancing the
proprietary and personal interest of such Participants in the Company’s
continued success and progress. This Plan will also enable the Company and its
Subsidiaries to attract and retain such employees, independent contractors and
directors.


3. Definitions. As used herein, the terms set forth below
shall have the following respective meanings:


“Award”
means an Employee Award, a Director Award or an Independent Contractor Award.


“Award
Agreement” means one or more Employee Award Agreements, Director Award
Agreements or Independent Contractor Award Agreements.


“Board”
means the Board of Directors of the Company.


“Cash
Award” means an Award denominated in cash.


“Cause”
shall have the same meaning prescribed in an Employee’s employment
agreement. If there is no such agreement or definition, the term
“Cause” means willful and continued failure to substantially follow
assigned duties, unlawful or willful misconduct that is economically injurious
to the Company, conviction of (or a plea of nolo contendere to) a felony
charge, or drug or alcohol abuse that impairs the Employee’s ability to
perform the essential duties of his position.


“Change of
Control” means, for purposes of the vesting provisions of Section 11:


  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





(a) Any
“person” (as defined in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the “beneficial owner” (as defined in
Rule 13d 3 under the Exchange Act), directly or indirectly, of securities
of the Company representing twenty five percent (25%) or more of the combined
voting power of the Company’s then outstanding securities; provided,
however, that this provision shall not apply to securities beneficially owned
directly or indirectly by Robert A. Day (alone or in combination with members
of his immediate family), until Robert A. Day’s direct or indirect
beneficial ownership (alone or in combination with members of his immediately
family) shall extend to securities representing thirty five percent (35%) or
more of the combined voting power of the Company’s then outstanding
securities; or


(b) At any
time during any 12-month period, a majority of the members of the Board is
replaced by directors whose appointment or election is not endorsed by at least
2/3 of the members of the Board before the date of the appointment or election.


(c) Notwithstanding the above definition of Change of
Control, solely for purposes of determining whether a distribution of deferred
compensation is permitted under Section 13(b) and 13(c) of the Plan, no Change
of Control shall be deemed to occur unless there has been a “Change in
ownership”, a “Change in Effective Control” or a
“Change in the Ownership of a Substantial Portion of the Company’s
Assets”, all as defined in Section 409A of the Code or the
regulations or other guidance under that Code section.


(i) A change
in ownership means that any one person, or more than one person acting as a
group, acquires ownership of equity interests in the Company that, together
with equity interests already held by such person or group, constitute more
than 50% of the total fair market value or total voting power of the equity
interests in the Company.


(ii) A change
in effective control means that (i) any one person, or more than one
person acting as a group, acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons)
ownership of stock of the corporation possessing 30% or more of the total
voting power of the stock of the Company or (ii) a majority of the members
of the Board is replaced during any 12-month period by directors whose
appointment or election is not endorsed by at least 2/3 of the members of the
Board before the date of the appointment or election.


(iii) A change
in the ownership of a substantial portion of the Company’s assets means
that any one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that have a
total gross fair market value equal to or more than 40% of the total gross fair
market value of all of the Company’s assets immediately before such
acquisition or acquisitions.


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


“Commission” means the U.S. Securities and Exchange
Commission.


“Committee” means the Nominating and Compensation
Committee of the Board or such other committee of the Board as is designated by
the Board to administer certain portions of the Plan.


“Common
Stock” means the Company’s common stock, par value $.01 per share.


“Company” means Syntroleum Corporation, a Delaware
corporation.


“Director” means an individual serving as a member
of the Board.


“Director
Award” means the grant of a Nonqualified Stock Option or Stock Award to a
Nonemployee Director.


“Director
Award Agreement” means one or more agreements between the Company and a
Participant who is a Nonemployee Director setting forth the terms, conditions
and limitations applicable to a Director Award.


  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





“Disabled” or “Disability” means that
the Employee is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months or is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve (12) months, receiving income replacement benefits for a period of
not less than three (3) months under an accident and health plan covering
employees of the Participant’s employer.


“Dividend
Equivalents” means, with respect to Stock Units or Shares of Restricted
Stock that are to be issued at the end of the Restriction Period, an amount
equal to all dividends and other distributions (or the economic equivalent
thereof) that are payable to stockholders of record during the Restriction
Period on a like number of Shares of Common Stock.


“Employee” means an employee of the Company or any
of its Subsidiaries or an individual who has agreed to become an employee of
the Company or any of its Subsidiaries and is expected to become such an
employee within the following six months.


“Employee
Award” means the grant of an Option, SAR, Stock Award or Cash Award,
whether granted singly or in combination to a Participant who is an Employee
pursuant to such applicable terms, conditions and limitations (including
treatment as a Performance Award) as may be established in order to fulfill the
objectives of the Plan.


“Employee
Award Agreement” means one or more agreements between the Company and a
Participant who is an Employee setting forth the terms, conditions and
limitations applicable to an Employee Award.


“ERISA”
means the Employee Retirement Income Security Act, as amended.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


“Executive
Officer” shall have the same meaning as the term “officer” as
defined in Rule 16a-1(f) or any successor regulation under Section 16
of the Exchange Act.


“Fair Market
Value” of a share of Common Stock as of a particular date shall have the
following meanings: (a) If Shares of Common Stock are listed on a national
securities exchange, Fair Market Value shall mean the closing sales price per
share of such Common Stock on the consolidated transaction reporting system for
the principal national securities exchange on which Shares of Common Stock are
listed on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, or,
at the discretion of the Committee, the price prevailing on the exchange at the
time of exercise. (b) If Shares of Common Stock are not so listed but are
quoted by NASDAQ, Fair Market Value shall mean the closing sales price per
share of Common Stock reported on the consolidated transaction reporting system
for NASDAQ, or, if there shall have been no such sale so reported on that date,
on the last preceding date on which such a sale was so reported, or, at the
discretion of the Committee, the price prevailing as quoted by NASDAQ at the
time of exercise. (c) If the Common Stock is not so listed or quoted, Fair
Market Value shall mean the mean between the closing bid and asked price on
that date, or, if there are no quotations available for such date, on the last
preceding date on which such quotations shall be available, as reported by
NASDAQ, or, if not reported by NASDAQ, by the National Quotation Bureau
Incorporated. (d) If Shares of Common Stock are not publicly traded, Fair
Market Value shall mean the most recent value determined by the Committee. In
any event, Fair Market Value shall be determined in such a way to as to comply
with the requirements for determinations of Fair Market Value set out in
Section 409A of the Code.


“Grant
Date” means the date an Award is granted to a Participant pursuant to the
Plan. The Grant Date for a substituted award is the Grant Date of the original
award.


“Grant
Price” means the price at which a Participant may exercise his or her
right to receive cash or Common Stock, as applicable, under the terms of an
Award.


  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





“Incentive
Stock Option” or “ISO” means an Option that is intended to
comply with the requirements set forth in Section 422 of the Code.


“Independent
Contractor” means a nonemployee consultant or adviser providing services
to the Company or any Subsidiary.


“Independent
Contractor Award” means the grant of a Nonqualified Stock Option, SAR,
Stock Award or Cash Award, whether granted singly or in combination to a
Participant who is an Independent Contractor pursuant to such applicable terms,
conditions and limitations (including treatment as a Performance Award) as may
be established in order to fulfill the objectives of the Plan.


“Independent
Contractor Award Agreement” means one or more agreements between the
Company and a Participant who is an Independent Contractor setting forth the
terms, conditions and limitations applicable to an Independent Contractor Award.


“Independent
Director” shall mean a Director who is deemed independent by the Board
and, in addition, meets all of the then existing requirements to qualify as an
“independent”, “non-employee” and “outside”
director under rules applicable to the Company set forth in Rule 16b-3 or
any successor regulation under Section 16 of the Exchange Act, Treasury
Regulation Section 162-27(c)(3) or any successor regulation under the
“outside director” rule of Section 162(m) of the Code or
established by the Commission, NASDAQ or any other exchange or reporting system
on which the Common Stock is then listed or quoted.


“NASDAQ” means the NASDAQ Stock Market, Inc.


“Nonemployee
Director” means an individual serving as a member of the Board who is not
an Employee of the Company or any of its Subsidiaries.


“Nonqualified
Stock Option” or “NQSO” means an Option that is not an
Incentive Stock Option.


“Option” means a right to purchase a specified
number of Shares of Common Stock at a specified Grant Price. An Option may be
an Incentive Stock Option or a Nonqualified Stock Option.


“Participant” means an Employee, Director or
Independent Contractor to whom an Award has been granted under this Plan.


“Performance
Award” means an award made pursuant to this Plan that is subject to the
attainment of one or more Performance Goals.


“Performance
Goal” means one or more standards established by the Committee or the
Board to determine in whole or in part whether a Performance Award shall be
earned.


“Prior
Plans” means the Syntroleum Corporation 1993 Stock Option and Incentive
Plan, as amended and restated effective January 22, 2001, the Syntroleum
Corporation Stock Option Plan for Outside Directors, as established effective
April 28, 1997 and the SLH Corporation 1997 Stock Incentive Plan.


“Restricted
Stock” means any Shares of Common Stock that are restricted or subject to
forfeiture provisions.


“Restriction
Period” means a period of time beginning as of the Grant Date of an Award
of Restricted Stock or Stock Units and ending as of the date upon which the
Common Stock or Stock Unit subject to such Award is no longer restricted or
subject to forfeiture provisions.


“Retirement” means termination of employment on or
after the attainment of age 65 and three (3) years of service with the
Company or on or after the attainment of such other age and service as the
Committee may determine. With regard to Nonemployee Directors,
“Retirement” means the acceptance by the Board of a
Nonemployee Director’s
resignation from the Board by reason of retirement as determined by the Board
in its discretion.

  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1







“Share”
means a share of the Common Stock, as adjusted in accordance with
Paragraph 18.


“Stock
Appreciation Right” or “SAR” means the right to receive, in
cash or Common Stock, the difference between the Grant Price and the Fair
Market Value of the Common Stock pursuant to the terms of the SAR as determined
by the Committee pursuant to this Plan.


“Stock
Award” means an Award in the form of Shares of Common Stock or Stock
Units, including an award of Restricted Stock.


“Stock Based
Award Limitations” means the per person limitations on Awards, as set
forth in Paragraphs 8(b) and 10(b)


“Stock
Unit” means the right to receive Common Stock or an equivalent value in
cash at a future date or dates pursuant to the terms of the Plan and the
related Award Agreement.


“Subsidiary” means (i) in the case of a
corporation, any corporation of which the Company directly or indirectly owns
Shares representing 50% or more of the combined voting power of the Shares of
all classes or series of capital stock of such corporation which have the right
to vote generally on matters submitted to a vote of the stockholders of such
corporation, (ii) in the case of a partnership or other business entity
not organized as a corporation, any such business entity of which the Company
directly or indirectly owns 50% or more of the voting, capital or profits
interests (whether in the form of partnership interests, membership interests
or otherwise) and (iii) any other corporation, partnership or other entity
that is a “subsidiary” of the Company within the meaning of
Rule 405 promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended.


4. Eligibility.


(a) Employees.
All Employees, including Directors who are also employees, are eligible for
Employee Awards in the discretion of the Committee.


(b) Directors.
Members of the Board eligible for the grant of Director Awards under this Plan
are those who are Nonemployee Directors.


(c) Independent Contractors. All Independent Contractors
are eligible for the grant of Independent Contractor Awards under this Plan.


5. Common
Stock Available for Awards.


(a) As of the
effective date of the Plan, no new awards shall be granted under the Prior
Plans.


(b) Subject to
the provisions of Paragraph 18 hereof, (i) from and after
April 25, 2005, there shall be available for new Awards under this
Plan granted or payable wholly or partly in Common Stock (including Options and
SARs that may be exercised for or settled in Common Stock) the sum of (a)
six million six hundred thousand (6,600,000) Shares, plus (b) seven
million three hundred fifty three thousand eight hundred and eighty-three
Shares (7,353,883), and (ii) there shall be available for the
satisfaction of awards granted under the Prior Plans which are outstanding as
of the Effective Date four million three hundred eleven thousand, five hundred
fourteen (4,311,514) Shares.


(c) Any Shares
subject to Options or SARs or Stock Awards of any kind shall be counted
against the numerical limits of this Section 5 on a one-for-one basis. For
example, an Option to purchase one hundred (100) Shares shall reduce the
remaining numerical limit by one hundred (100) Shares. A Restricted Stock
Award of one hundred (100) Shares shall also reduce the remaining
numerical limit by one hundred (100) Shares.


  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





(d) The number
of Shares of Common Stock that are the subject of Awards under this Plan or the
Prior Plans that are forfeited or terminated, expire unexercised, are settled
in cash in lieu of Common Stock or in a manner such that all or some of the
Shares covered by an Award are not issued to a Participant or are exchanged for
Awards that do not involve Common Stock, shall not count against the number of
Shares of Common Stock available for Awards under this Plan and shall be
available for future Awards.


(e) If the
Grant Price or other purchase price of any Option or other Award granted under
the Plan or the Prior Plans is satisfied by tendering Shares of Common Stock to
the Company, or if the tax withholding obligation resulting from the settlement
of any such Option or other Award is satisfied by tendering or withholding
Shares of Common Stock, the Shares of Common Stock tendered or withheld shall
not be netted against the number of Shares issued under the Plan for purposes
of determining usage of Shares against the maximum number of Shares of Common
Stock available for delivery under the Plan or any sublimit set forth above.


(f) To the
extent allowed by the national securities exchange on which Shares of Common
Stock are listed, and to the extent permitted by Code sections limiting the
number of Shares that may be issued under the Plan, Shares of Common Stock
delivered under the Plan as an Award or in settlement of an Award issued or
made (i) upon the assumption, substitution, conversion or replacement of
outstanding awards under a plan or arrangement of an entity acquired in a
merger or other acquisition or (ii) as a post-transaction grant under such
a plan or arrangement of an acquired entity shall not reduce or be counted
against the maximum number of Shares of Common Stock available for delivery
under the Plan.


(g) The
Committee may from time to time adopt and observe such rules and procedures
concerning the counting of Shares against the Plan maximum or any sublimit as
it may deem appropriate, including rules more restrictive than those set forth
above to the extent necessary to satisfy the requirements of any national stock
exchange on which the Common Stock is listed or any applicable regulatory or
Code requirement. The Board and the appropriate officers of the Company shall
from time to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges and transaction
reporting systems to ensure that Shares of Common Stock are available for
issuance pursuant to Awards.


6. Administration.


(a) This Plan
shall be administered by the Committee except as otherwise provided herein with
regard to Director Awards. The Board shall appoint the Committee from among its
members to serve at the pleasure of the Board. The Board from time to time may
remove members from or add members to the Committee and shall fill all
Committee vacancies. The Committee at all times shall include two or more
Independent Directors.


(b) In
accordance with Paragraph 8 of this Plan, the Committee may decide whether
and to what extent Awards shall be structured to conform with performance-based
requirements of Section 162(m). Unless the Committee is composed entirely
of Independent Directors, all decisions concerning performance-based awards
shall be made by a subcommittee composed entirely of Independent Directors. Any
payment of compensation with respect to an Award that is intended to be
performance-based will be subject to the written certification of the Committee
or the subcommittee, if such a subcommittee is required, that the applicable
performance measures were satisfied. This written certification may include the
approved minutes of the Committee or subcommittee meeting in which the
certification was made.


(c) Unless the
Committee is composed entirely of Independent Directors, all decisions
concerning Awards to Executive Officers shall be made by a subcommittee
composed entirely of Independent Directors.


(d) The
Committee shall hold its meetings at such times and at such places at it shall
deem advisable. A majority of the Committee shall constitute a quorum, and such
majority shall determine its actions. The Committee shall keep minutes of its
proceedings and shall report the same to the Board at the next succeeding Board
meeting.



  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





(e) Subject to
the provisions hereof, the Committee shall have full and exclusive power and
authority to administer this Plan and to take all actions that are specifically
contemplated under this Plan or are necessary or
appropriate in connection with the
administration of the Plan. The Committee shall also have full and exclusive
power to interpret this Plan and to adopt such rules, regulations and
guidelines for carrying out this Plan as it may deem necessary or proper, all
of which powers shall be exercised in the best interests of the Company and in
keeping with the objectives of this Plan.


(f) Subject to
the requirements and restrictions of Section 409A of the Code governing
nonqualified deferred compensation, the Committee may reduce any restrictions
applicable to an Award or waive any restriction or other provision of this
Plan. The Committee may not amend or modify an Award in any manner unless the
modification or amendment is either (i) not adverse to the Participant to
whom the Award was granted or (ii) consented to by such Participant. The
Committee may not extend the Grant Date or reduce the exercise price of an
Option or SAR granted under the Plan or take any other action that would be in
violation of the requirements of Section 409A of the Code.


(g) Notwithstanding anything in this Plan to the contrary,
Options and SARs issued under the Plan will not be repriced or canceled and
replaced with Options or SARs with a decreased Grant Price except as expressly
provided by the adjustment provisions of Paragraph 18 and as permitted by
Section 409A of the Code.


(h) The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to further the Plan purposes. Any
decision of the Committee in the interpretation and administration of this Plan
shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.


(i) No member
of the Committee or officer of the Company to whom the Committee has delegated
authority in accordance with the provisions of Paragraph 7 of this Plan
shall be liable for anything done or omitted to be done by him or her, by any
member of the Committee or by any officer of the Company in connection with the
performance of any duties under this Plan, except for his or her own willful
misconduct or as expressly provided by statute.


7. Delegation
of Authority. Following the authorization of a pool of cash or Shares of Common
Stock to be available for Awards, the Board or Committee may authorize the
Chief Executive Officer and/or another Executive Officer of the Company, if and
to the extent permitted by applicable law, rule or regulation, or a
subcommittee consisting solely of members of the Board, to grant individual
Employee Awards from such pool pursuant to such conditions or limitations as
the Board or the Committee may establish. The Board or Committee may also
delegate to the Chief Executive Officer and to other Executive Officers of the
Company its administrative duties under this Plan (excluding its granting
authority) pursuant to such conditions or limitations as the Committee may
establish. The Board or Committee may engage or authorize the engagement of a
third party administrator to carry out administrative functions under the Plan.


8. Employee
Awards and Independent Contractor Awards.


(a) The
Committee (or other committee to whom such authority is delegated under
Paragraph 7) shall determine the type or types of Employee Awards to be
made under this Plan and shall designate from time to time the Employees who
are to be the recipients of such Awards. Each Employee Award may, in the
discretion of the Committee, be embodied in an Employee Award Agreement, which
shall contain such terms, conditions and limitations as shall be determined by
the Committee in its sole discretion and, if required by the Committee, shall
be signed by the Participant to whom the Employee Award is granted and signed
for and on behalf of the Company. Employee Awards may consist of those listed
in this Paragraph 8(a). To the extent permitted by Section 409A of
the Code, Employee Awards may be granted singly, in combination with, in
replacement of, or as alternatives to, grants or rights under this Plan, the
Prior Plans or any other employee plan of the Company or any of its
Subsidiaries, including the plan of any acquired entity. In particular, grants
of Restricted Stock may be made hereunder in exchange for the cancellation of
Options previously granted under this Plan or the Prior Plans. An Employee
Award may provide for the grant or issuance of additional, replacement or
alternative Employee Awards upon the occurrence of specified events. In no
event shall an Award be replaced with another Award that would result in a
deferral of compensation beyond that provided under the Award that is being
replaced unless the requirements of Section 409A of the Code are met. All
or part of an Employee Award may be subject to conditions established by the
Committee, which may include, but are not limited to, continuous service with
the Company and its Subsidiaries,
achievement of specific business
objectives, increases in specified indices, attainment of specified growth
rates and other comparable measurements of performance. Upon the termination of
employment by a Participant who is an Employee, any unexercised, deferred,
unvested or unpaid Employee Awards shall be treated as set forth in the
applicable Employee Award Agreement or as otherwise specified by the Committee
or this Plan.

  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1







(i) Option. An
Employee Award may be in the form of an Option, which may be an Incentive Stock
Option or a Nonqualified Stock Option. The Grant Price of an Option shall be
not less than the Fair Market Value of the Common Stock subject to such Option
on the Grant Date. The term of the Option shall extend no more than ten
(10) years after the Grant Date. Options may not include provisions that
“reload” the Option upon exercise. Subject to the foregoing
provisions, the terms, conditions and limitations applicable to any Options
awarded to Employees pursuant to this Plan, including the Grant Price, the term
of the Options, the number of Shares subject to the Option and the date or
dates upon which they become exercisable, shall be determined by the Committee.


(ii) ISO
Rules. In addition to the rules for options stated above, with respect to an
optionee who owns more than ten percent of the voting power of all classes of
stock of either the Company or any “parent” or
“subsidiary” of the Company as defined in Section 424 of the
Code, the per Share Grant Price of an ISO shall be not less than 110% of the
Fair Market Value of the Common Stock subject to the Option on the Grant Date,
and the term of the ISO shall extend no longer than five (5) years after
the Grant Date. ISO’s may be granted to Employees only, and for purposes
of this paragraph, Employee shall mean an individual who is employed at the
time of the grant of the ISO. The ISO must be granted within ten
(10) years of the Plan’s adoption. The ISO by its terms cannot be
transferred other than by will or the laws of descent and distribution and may
be exercised only by the Employee during his lifetime (or the Employee’s
legal representative if the Employee is disabled). The aggregate Fair Market
Value of Stock with respect to which ISO’s may be exercised for the first
time by any individual during any calendar year may not exceed $100,000 or such
higher or lower limit as Section 422 of the Code may require.


(iii) Expiration Date of Options. The expiration date of
the period during which an Option can be exercised shall be the earliest to
occur of (a) ten (10) years after the grant of the Option or
(b) five (5) years after the grant of any Incentive Stock Option if
the Employee is a more-than-ten percent shareholder under Section 422 of
the Code, (c) thirty (30) days after the date of the Employee’s
termination of employment for Cause or voluntary termination before Retirement,
(d) the one-year anniversary of the Employee’s termination of
employment due to death, Disability, Retirement or termination of employment
for any other reason, (e) with respect to an ISO, three months after the
Employee ceases to be an Employee. The Committee shall have the authority and
discretion to set a shorter or longer expiration date or to shorten or extend
an existing expiration date only to the extent permitted by Section 409A
of the Code and only so long as the extended expiration date is not later than
the five (5) or ten-year periods described above for Incentive Stock
Options and does not otherwise cause the Option to lose its intended status for
tax, securities law, or other purposes.


(iv) Stock
Appreciation Rights or SARs. An Employee Award may be in the form of a Stock
Appreciation Right or SAR. The terms, conditions and limitations applicable to
any SAR granted pursuant to the Plan shall be determined by the Committee and
shall in any event conform to the requirements of Section 409A of the
Code. In particular, compensation payable pursuant to the SAR cannot be greater
than the excess of the Fair Market Value of the Stock on the date the SAR is
exercised over the SAR Grant Price, and the SAR Grant Price can never be less
than the Fair Market Value of the underlying stock on the date of the SAR grant.


(v) Stock
Award. An Employee Award may be in the form of a Stock Award. The terms,
conditions and limitations applicable to any Stock Awards granted pursuant to
this Plan shall be determined by the Committee.


(vi) Cash
Award. An Employee Award may be in the form of a Cash Award. The terms,
conditions and limitations applicable to any Cash Awards granted pursuant to
this Plan shall be determined by the Committee.


(vii) Performance Award. Without limiting the type or
number of Employee Awards that may be made under the other provisions of this
Plan, an Employee Award may be in the form of a Performance Award. The terms,
conditions and limitations applicable to any Performance Awards granted to
Participants pursuant to this Plan shall be determined by the Committee or a
subcommittee of Independent Directors if such a subcommittee is required in
order for the Award to qualify as performance based. The Committee or
subcommittee shall set
Performance Goals in its discretion
which, depending on the extent to which they are met, will determine the value
and/or amount of Performance Awards that will be paid out to the Participant.

  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1







(A) Nonqualified Performance Awards. Performance Awards
granted to Employees that are not intended to qualify as qualified performance
based compensation under Section 162(m) of the Code shall be based on
achievement of such goals and be subject to such terms, conditions and
restrictions as the Committee or its delegate shall determine.


(B) Qualified
Performance Awards. Performance Awards granted to Employees under the Plan that
are intended to qualify as qualified performance based compensation under
Section 162(m) of the Code shall be paid, vested or otherwise deliverable
solely on account of the attainment of one or more pre-established, objective
Performance Goals established by the Committee prior to the earlier to occur of
(x) 90 days after the commencement of the period of service to which
the Performance Goal relates and (y) the lapse of 25% of the period of
service (as scheduled in good faith at the time the goal is established), and
in any event while the outcome is substantially uncertain. A Performance Goal
is objective if a third party having knowledge of the relevant facts could
determine whether the goal is met. Such a Performance Goal may be based on one
or more business criteria that apply to the Employee, one or more business
units or divisions of the Company or the applicable sector, or the Company as a
whole, and if so desired by the Committee, by comparison with a peer group of
companies. A Performance Goal may include one or more of the following:
Increased revenue; Net income measures (including but not limited to income
after capital costs and income before or after taxes); Stock price measures
(including but not limited to growth measures and total shareholder return);
Market share; Earnings per share (actual or targeted growth); Earnings before
interest, taxes, depreciation, and amortization (“EBITDA”);
Economic value added (“EVA®”); Cash flow measures (including
but not limited to recurring cash flow, net cash flow and net cash flow before
financing activities); Return measures (including but not limited to return on
equity, return on average assets, return on capital, risk-adjusted return on
capital, return on investors’ capital and return on average equity);
Operating measures (including operating income, funds from operations, cash
from operations, after-tax operating income; sales volumes, production volumes
and production efficiency); Expense measures (including but not limited to
finding and development costs, overhead cost and general and administrative
expense); Margins; Shareholder value; Total shareholder return; Proceeds from
dispositions; Total market value; Corporate values measures (including ethics
compliance, environmental, and safety); Securing government contracts; and
Technology development benchmarks. Unless otherwise stated, such a Performance
Goal need not be based upon an increase or positive result under a particular
business criterion and could include, for example, maintaining the status quo
or limiting economic losses (measured, in each case, by reference to specific
business criteria). In interpreting Plan provisions applicable to Qualified
Performance Awards, it is the intent of the Plan to conform to the standards of
Section 162(m) of the Code and Treasury Regulation §1.162-27(e)(2)(i), as
to grants to those Employees whose compensation is, or is likely to be, subject
to Section 162(m) of the Code, and the Committee in establishing such goals and
interpreting the Plan shall be guided by such provisions. Prior to the payment
of any compensation based on the achievement of Performance Goals for Qualified
Performance Awards, the Committee must certify in writing that applicable
Performance Goals and any of the material terms thereof were, in fact,
satisfied. Subject to the foregoing provisions, the terms, conditions and
limitations applicable to any Qualified Performance Awards made pursuant to
this Plan shall be determined by the Committee.


(b) Notwithstanding anything to the contrary contained in
this Plan, the following limitations shall apply to any Employee Awards made
hereunder:


(i) No
Participant may be granted, during any calendar year, Employee Awards
consisting of Options or SARs, or any combination of Options and SARs,
(including Options or SARs that are granted as Performance Awards) that are
exercisable for, or the value of which is measured by, more than one million
(1,000,000) Shares of Common Stock;


(ii) No
Participant may be granted, during any calendar year, Stock Awards (including
Stock Awards that are granted as Performance Awards) covering or relating to
more than one million (1,000,000) Shares of Common Stock (the limitation set
forth in this clause (ii), together with the limitations set forth in clause
(i) above and clauses (i) and (ii) of Paragraph 10(b) below, being
hereinafter collectively referred to as the “Stock Based Awards
Limitations”).


  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





(iii) No
Participant may be granted Employee Awards consisting of cash (including Cash
Awards that are granted as Performance Awards) in respect of any calendar year
having a value determined on the Grant Date in excess of four million dollars
($4,000,000).


(c) At the
discretion of the Committee, Awards may be settled at any time by a cash
payment in an amount that the Committee determines in its sole discretion is
equal to the fair market value of the Award; provided however, that no such
settlement will be made if it causes a deferred compensation amount to be
accelerated contrary to the requirements of Section 409A of the Code.


9. Independent
Contractor Awards. The Committee shall have the sole responsibility and
authority to determine the type or types of Independent Contractor Awards to be
made under this Plan and the terms, conditions and limitations applicable to
such Awards, but the Independent Contractor Awards shall be subject to the same
individual limitations set forth above for Employee Awards. In addition, an
Independent Contractor Award may be in the form of a SAR or Nonqualified Stock
Option but not an Incentive Stock Option. The Grant Price of an Option or SAR
shall be not less than the Fair Market Value of the Common Stock subject to
such Option or SAR on the Grant Date. In no event shall the term of the Option
or SAR extend more than ten (10) years after the Grant Date. Options or
SARs may not include provisions that “reload” the option or SAR
upon exercise. Subject to the foregoing provisions, and subject to the
requirements of Section 409A of the Code, the terms, conditions and
limitations applicable to any Options or SARs awarded to Participants pursuant
to this Paragraph 9, including the Grant Price, the term of the Options or
SARs, the number of Shares subject to the Options or SARs and the date or dates
upon which they become exercisable, shall be determined by the Committee.


10. Director
Awards.


(a) The Board,
after consulting with such compensation, legal and accounting experts as it
deems appropriate, may grant Director Awards to the Nonemployee Directors of
the Company from time to time in accordance with this Paragraph 10. Director
Awards may consist of those awards listed in this Paragraph 10 and may be
granted singly or in combination. Each Director Award may, in the discretion of
the Board, be embodied in a Director Award Agreement, which shall contain such
terms, conditions and limitations as shall be determined to be appropriate by
the Board and, if required by the Board, shall be signed by the Participant to
whom the Director Award is granted and signed for and on behalf of the Company.


(i) Options
and SARs. A Director Award may be in the form of a SAR or Nonqualified Stock
Option but not an Incentive Stock Option. The Grant Price of an Option or SAR
shall be not less than the Fair Market Value of the Common Stock subject to
such Option or SAR on the Grant Date. In no event shall the term of the Option
or SAR extend more than ten (10) years after the Grant Date. Options or
SARs may not include provisions that “reload” the option or SAR
upon exercise. Subject to the foregoing provisions, the terms, conditions and
limitations applicable to any Options or SARs awarded to Participants pursuant
to this Paragraph 10, including the Grant Price, the term of the Options
or SARs, the number of Shares subject to the Options or SARs and the date or
dates upon which they become exercisable, shall be determined by the Board.


(ii) Stock
Awards. A Director Award may be in the form of a Stock Award. Any terms,
conditions and limitations applicable to any Stock Awards granted to a
Nonemployee Director pursuant to this Plan, including but not limited to rights
to Dividend Equivalents, shall be determined by the Board.


(b) Notwithstanding anything to the contrary contained in
this Plan the following limitations shall apply to any Director Awards made
hereunder:


(i) No
Nonemployee Director may be granted during any calendar year Director Awards
consisting of Options or SARs, or any combination of Options and SARs, that are
exercisable for, or the value of which is measured by, more than fifty thousand
(50,000) Shares of Common Stock.


(ii) No
Nonemployee Director may be granted, during any calendar year, Director Awards
consisting of Stock Awards covering or relating to more than fifty thousand
(50,000) Shares of Common Stock.


  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





(c) At the
discretion of the Board, Director Awards may be settled at any time by a cash
payment in an amount that the Board shall determine in its sole discretion is
equal to the fair market value of such Director Awards, provided however, that
no cash settlement will be allowed if it would cause a deferred compensation
amount to be accelerated contrary to the requirements of Section 409A of
the Code.


(d) Each
Nonemployee Director shall have the option to elect to receive Shares of Common
Stock, as prescribed by the Board, in lieu of all or part of the compensation
otherwise payable by the Company to such Nonemployee Director during each
calendar quarter. As determined by the Board, to the extent a Nonemployee
Director has elected in writing to receive stock in lieu of compensation
otherwise payable to the Nonemployee Director, such Nonemployee Director will
receive Shares of Common Stock on the last day of the calendar quarter for
which the compensation was earned.


(e) The Board
shall have all the same powers, duties, authority and discretion to administer
the Plan with respect to Director Awards as the Committee retains with respect
to Employee Awards and Independent Contractor Awards.


11. Change of
Control. Notwithstanding any other provisions of the Plan, unless otherwise
expressly provided in the applicable Award Agreement, in the event of a Change
of Control during a Participant’s employment (or service as a Nonemployee
Director or Independent Contractor) with the Company or one of its
Subsidiaries, each Award granted under this Plan to the Participant shall
become immediately vested and fully exercisable (regardless of the otherwise
applicable vesting or exercise schedules or performance goals provided for
under the Award Agreement).


12. Non-United
States Participants. The Committee may grant awards to persons outside the
United States under such terms and conditions as may, in the judgment of the
Committee, be necessary or advisable to comply with the laws of the applicable
foreign jurisdictions and, to that end, may establish sub-plans, modified
option exercise procedures and other terms and procedures. Notwithstanding the
above, the Committee may not take any actions hereunder, and no Awards shall be
granted, that would violate the Exchange Act, Section 409A or any other
provision of the Code, any securities law, any governing statute, or any other
applicable law.


13. Payment of
Awards.


(a) General.
Payment made to a Participant pursuant to an Award may be made in the form of
cash or Common Stock, or a combination thereof, and may include such
restrictions as the Committee shall determine, including, in the case of Common
Stock, restrictions on transfer and forfeiture provisions. If such payment is
made in the form of Restricted Stock, the Committee shall specify whether the
underlying Shares are to be issued at the beginning or end of the Restriction
Period. In the event that Shares of Restricted Stock are to be issued at the
beginning of the Restriction Period, the certificates evidencing such Shares
shall contain appropriate legends and restrictions that describe the terms and
conditions of the restrictions applicable thereto. In the event that Shares of
Restricted Stock are to be issued at the end of the Restricted Period, the
right to receive such Shares shall be evidenced by book entry registration or
in such other manner as the Committee may determine.


(b) Deferral.
Subject to the requirements and restrictions of Section 409A of the Code
and any related Treasury Regulations or other guidance dealing with
non-qualified deferred compensation, and with the approval of the Committee,
amounts payable in respect of Awards may be deferred and paid either in the
form of installments or as a lump-sum payment. The Committee may permit
selected Participants to elect to defer payments of some or all types of Awards
or any other compensation otherwise payable by the Company in accordance with
procedures or a plan established by the Committee or the Board and subject to
Section 409A of the Code and may provide that such deferred compensation
may be payable in Shares of Common Stock or cash. Any deferred payment pursuant
to an Award, whether elected by the Participant or specified by the Award
Agreement or the terms of the Award or by the Committee, may be forfeited if
and to the extent that the Award Agreement or the terms of the Award so provide.


(c) Deferral
and Section 409A. All awards of deferred compensation under this Plan are
intended to comply with Section 409A of the Code, and the Plan will be
administered accordingly. In particular, and subject to regulations and other
guidance under Section 409A of the Code that may impose different
requirements:


  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





(i) Compensation for services performed during a taxable
year may be deferred at the Participant’s election only if the election
is made not later than the close of the preceding taxable year or at such other
time as provided in Section 409A or in regulations or other guidance under
that Code section. In the first year in which a Participant becomes eligible to
participate in the Plan, however, the deferral election may be made with
respect to services to be performed subsequent to the election within thirty
(30) days after the date the Participant becomes eligible to participate
in the Plan. In the case of any performance-based compensation performed over a
period of at least twelve (12) months, the election may be made no later
than six (6) months before the end of the period unless a later election
date is allowed pursuant to IRS guidance.


(ii) Compensation deferred within the meaning of
Section 409A of the Code under this Plan may not be distributed earlier
than the Participant’s Separation From Service, the date the Participant
becomes Disabled, the date of the Participant’s death, a time (or fixed
schedule) specified at the date the compensation is deferred, the occurrence of
a Change of Control of the Company or the occurrence of an Unforeseen
Emergency. Amounts distributed in the event of an Unforeseen Emergency may not
exceed the amount specified in Section 409A of the Code and the
regulations and other guidance under that Code section. For purposes of this
distribution provision, the terms “Separation From Service”,
“Disability”, “Change of Control”, “Unforeseen
Emergency” and other relevant terms shall have the meanings given to them
in Section 409A of the Code and in regulations and other guidance under
that Code section. In the case of a key employee within the meaning of
Section 409A of the Code, distributions on account of Separation From
Service may not be made before the date that is six (6) months after the
date of Separation From Service (or the date of death if earlier). No
acceleration of the time or schedule of any payment is permitted under the Plan
except as provided in regulations or other guidance under Section 409A of
the Code.


(iii) Any
election to delay the payment or change the form of payment may not take effect
until at least twelve (12) months after the date on which the election is
made. In the case of an election to delay a payment scheduled to occur upon the
Participant’s Separation From Service, at a specified time or times or
upon a Change of Control of the Company, the first payment with respect to
which the election is made must be deferred for at least five (5) years
from the date that the first payment would otherwise be made. Any election to
defer a payment scheduled to occur at a specified time or times may not be made
less than twelve (12) months prior to the first scheduled payment.


(iv) The
Committee or Board, as the case may be, may require that deferred amounts of
less than ten thousand dollars ($10,000) be paid in a lump sum upon an
employee’s Separation From Service. The Committee or Board, as they case
may be, may also permit distributions of deferred amounts sufficient to pay the
employment taxes currently due on Awards of deferred compensation.


(v) The
Committee or Board, as the case may be, may provide that amounts deferred under
this Plan may be distributed upon any termination and liquidation of the Plan
following a liquidation of the Company or another event described in
Section 1.409A-3(j)(4)(ix) of the final regulations under
Section 409A of the Code.


(d) Dividends,
Earnings and Interest. Rights to dividends or Dividend Equivalents may be
extended to and made part of any Stock Award, subject to such terms, conditions
and restrictions as the Committee may establish. The Committee may also
establish rules and procedures for the crediting of interest or other earnings
on deferred cash payments and Dividend Equivalents for Stock Awards.


(e) Substitution of Awards. Subject to Paragraphs 16 and
18 and the requirements of Section 409A of the Code, at the discretion of
the Committee, a Participant who is an Employee or Independent Contractor may
be offered an election to substitute an Employee Award or Independent
Contractor Award for another Employee Award or Independent Contractor Award or
Employee Awards or Independent Contractor Awards of the same or different type.




  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





14. Option
Exercise.



(a) The Grant
Price shall be paid in full at the time of exercise in cash or, if permitted by
the Committee and by Section 409A of the Code, and elected by the
optionee, the optionee may purchase such Shares by means of tendering Common
Stock or surrendering another Award, including Restricted Stock, valued at Fair
Market Value on the date of
exercise, or any combination thereof. The Committee shall determine acceptable
methods for Participants who are Employees or Independent Contractors to tender
Common Stock or other Employee Awards or Independent Contractor Awards;
provided that any Common Stock that is or was the subject of an Employee Award
or Independent Contractor Award may be so tendered only if it has been held by
the Participant for six months. The Committee may provide for procedures to
permit the exercise or purchase of such Awards by use of the proceeds to be
received from the sale of Common Stock issuable pursuant to an Award. Unless
otherwise provided in the applicable Award Agreement, in the event Shares of
Restricted Stock are tendered as consideration for the exercise of an Option, a
number of the Shares issued upon the exercise of the Option, equal to the
number of Shares of Restricted Stock used as consideration therefor, shall be
subject to the same restrictions as the Restricted Stock so submitted as well
as any additional restrictions that may be imposed by the Committee. The
Committee may adopt additional rules and procedures regarding the exercise of
Options from time to time, provided that such rules and procedures are not
inconsistent with the provisions of this Paragraph 14. In no event, shall
the Committee allow a form of payment that would result in a deferral of
compensation beyond the exercise or disposition of the option itself.


(b) Unless the
Committee specifies otherwise in the Award Agreement, a Participant may
exercise an Option for less than the full number of Shares of Common Stock
subject to the Option. Such exercise shall not be for less than one hundred
(100) Shares or the total remaining Shares subject to the Option. The
Committee may specify other Option terms, including restrictions on the
frequency of exercise and periods during which the Options may be exercised.


(c) An
optionee desiring to pay the Grant Price of an Option by tendering Common Stock
using the method of attestation may, subject to any such conditions and in
compliance with any such procedures as the Committee may adopt, do so by
attesting to the ownership of Common Stock of the requisite value, in which
case the Company shall issue or otherwise deliver to the optionee upon such
exercise a number of Shares of Common Stock subject to the Option equal to the
result obtained by dividing (a) the excess of the aggregate Fair Market
Value of the Shares of Common Stock subject to the Option for which the Option
(or portion thereof) is being exercised over the Grant Price payable in respect
of such exercise by (b) the Fair Market Value per share of Common Stock
subject to the Option, and the optionee may retain the Shares of Common Stock
the ownership of which is attested.


15. Taxes. The
Company or its designated third party administrator shall have the right to
deduct applicable taxes from any Employee Award payment and withhold, at the
time of delivery or vesting of cash or Shares of Common Stock under this Plan,
an appropriate amount of cash or number of Shares of Common Stock or a
combination thereof for payment of taxes or other amounts required by law or to
take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for withholding of such taxes. The Committee may also
permit withholding to be satisfied by the transfer to the Company of Shares of
Common Stock theretofore owned by the holder of the Employee Award with respect
to which withholding is required. If Shares of Common Stock are used to satisfy
tax withholding, such Shares shall be valued based on the Fair Market Value
when the tax withholding is required to be made.


16. Amendment,
Modification, Suspension or Termination of the Plan. The Board may amend,
modify, suspend or terminate this Plan for the purpose of meeting or addressing
any changes in legal requirements or for any other purpose permitted by law,
except that (i) no amendment or alteration that would adversely affect the
rights of any Participant under any Award previously granted to such
Participant shall be made without the consent of such Participant and (ii) no
amendment or alteration shall be effective prior to its approval by the
shareholders of the Company to the extent such approval is required by
applicable legal requirements or the requirements of the securities exchange on
which the Company’s stock is listed. Notwithstanding anything herein to
the contrary, unless the shareholders approve, and except as permitted by
Section 409A of the Code, Options and SARs issued under the Plan will not
be repriced, replaced, or regranted through cancellation or by decreasing the
exercise price of a previously granted Option or SARs except as expressly
provided in Paragraph 8(a) and the adjustment provisions of Paragraph 18.



  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





17. Assignability. Unless otherwise determined by the
Committee and provided in the Award Agreement or the terms of the Award, no
Award or any other benefit under this Plan shall be assignable or otherwise
transferable except by will, by beneficiary designation or the laws of descent
and distribution. In the event that a
beneficiary designation conflicts
with an assignment by will, the beneficiary designation will prevail. The
Committee may prescribe and include in applicable Award Agreements or the terms
of the Award other restrictions on transfer. Any attempted assignment of an
Award or any other benefit under this Plan in violation of this
Paragraph 17 shall be null and void.


18. Adjustments.


(a) The
existence of outstanding Awards shall not affect in any manner the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the capital
stock of the Company or its business or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference stock
(whether or not such issue is prior to, on a parity with or junior to the
existing Common Stock) or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding of any kind, whether or not of a character similar
to that of the acts or proceedings enumerated above.


(b) In the
event of any subdivision or combination of outstanding Shares of Common Stock,
declaration of a dividend payable in Shares of Common Stock or other stock
split, then (i) the number of Shares of Common Stock reserved under this
Plan and the number of Shares of Common Stock available for issuance pursuant
to specific types of Awards as described in Paragraph 5, (ii) the
number of Shares of Common Stock covered by outstanding Awards, (iii) the
Grant Price or other price in respect of such Awards, (iv) the appropriate
Fair Market Value and other price determinations for such Awards, and
(v) the Stock Based Awards Limitations shall each be proportionately
adjusted by the Board as appropriate to reflect such transaction. In the event
of any other recapitalization or capital reorganization of the Company, any
consolidation or merger of the Company with another corporation or entity, the
adoption by the Company of any plan of exchange affecting Common Stock or any
distribution to holders of Common Stock of securities or property (including
cash dividends that the Board determines are not in the ordinary course of
business but excluding normal cash dividends or dividends payable in Common
Stock), the Board shall make appropriate adjustments to (i) the number of
Shares of Common Stock reserved under this Plan and the number of Shares of
Common Stock available for issuance pursuant to specific types of Awards as
described in Paragraph 5, (ii) the number of Shares of Common Stock
covered by Awards, (iii) the Grant Price or other price in respect of such
Awards, (iv) the appropriate Fair Market Value and other price
determinations for such Awards, and (v) the Stock Based Awards Limitations
to reflect such transaction; provided that such adjustments shall only be such
as are necessary to maintain the proportionate interest of the holders of the
Awards and preserve, without increasing, the value of such Awards. Subject to
the requirements and restrictions of Section 409A of the Code, in the
event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board shall be authorized
(x) to assume under the Plan previously issued compensatory awards, or to
substitute new Awards for previously issued compensatory awards, including
Awards, as part of such adjustment; (y) to cancel Awards that are Options
and give the Participants who are the holders of such Awards notice and
opportunity to exercise for 30 days prior to such cancellation; or
(z) to cancel any such Awards and to deliver to the Participants cash in
an amount that the Board shall determine in its sole discretion is equal to the
fair market value of such Awards on the date of such event, which in the case
of Options shall be the excess of the Fair Market Value of Common Stock on such
date over the exercise or strike price of such Award. The Company shall not,
however, cash out or replace any Award in a manner that would cause deferred
compensation to be accelerated in violation of Section 409A of the Code.


19. Securities
Law Restrictions. No Common Stock or other form of payment shall be issued with
respect to any Award unless the Company shall be satisfied based on the advice
of its counsel that such issuance will be in compliance with applicable federal
and state securities laws. Certificates evidencing Shares of Common Stock
delivered under this Plan (to the extent that such Shares are so evidenced) may
be subject to such stop 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 securities exchange or transaction
reporting system upon which the Common Stock is then listed or to which it is
admitted for quotation and any applicable federal or state securities law. The
Committee may cause a legend or legends to be placed upon such certificates (if
any) to make appropriate reference to such restrictions.


  


  









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Ex. 10.1





20. Unfunded
Plan. This Plan shall be unfunded for purposes of ERISA or any other statute,
regulation or rule. Although bookkeeping accounts may be established with
respect to Participants under this Plan,
 any such accounts shall be used
merely as a bookkeeping convenience, including bookkeeping accounts established
by a third party administrator retained by the Company to administer the Plan.
The Company shall not be required to segregate any assets for purposes of this
Plan or Awards hereunder, nor shall the Company, the Board or the Committee be
deemed to be a trustee of any benefit to be granted under this Plan. Any
liability or obligation of the Company to any Participant with respect to an
Award under this Plan shall be based solely upon any contractual obligations
that may be created by this Plan and any Award Agreement or the terms of the
Award, and no such liability or obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any property of the Company.
Neither the Company nor the Board nor the Committee shall be required to give
any security or bond for the performance of any obligation that may be created
by this Plan.


21. Right to
Employment. Nothing in the Plan or an Award Agreement shall interfere with or
limit in any way the right of the Company to terminate any Participant’s
employment or other service relationship at any time, or confer upon any
Participant any right to continue in the capacity in which he or she is
employed or otherwise serves the Company.


22. Successors. All obligations of the Company under the
Plan with respect to Awards granted hereunder shall be binding on any successor
to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.


23. Governing
Law. This Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by mandatory provisions of the Code or the
securities laws of the United States, shall be governed by and construed in
accordance with the laws of the State of Delaware.


24. Effectiveness and Term. The Plan was submitted to the
shareholders of the Company for approval at the annual meeting of the
shareholders held in 2005 and, as approved, was effective on the approval date.
No Award shall be made under the Plan more than ten years after January 1,
2005 (or more than ten years after any later approval by shareholders of any
amendment to this Plan). Notwithstanding anything herein to the contrary, any
and all outstanding awards granted under the Prior Plans shall continue to be
outstanding and shall be subject to the appropriate terms of the Prior Plan
under which such award was granted and as are in effect as of the date this
Plan is effective.