Unassociated Document


    EXHIBIT
      10-7

    


    


    


    


    


    


    


    


    


    


    HALLIBURTON
      MANAGEMENT PERFORMANCE PAY PLAN

    AS
      AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2007

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    INDEX

    


    


    
      	
              ARTICLE
                I PURPOSE

            	
               1

            
	
              ARTICLE
                II DEFINITIONS

            	
               1

            
	
              2.1              Definitions

            	
               1

            
	
              2.2              Number

            	
               4

            
	
              2.3              Headings

            	
               4

            
	
              ARTICLE
                III PARTICIPATION

            	
               4

            
	
              3.1              Participants

            	
               4

            
	
              3.2              Partial
                Plan Year Participation

            	
               4

            
	
              3.3              No
                Right to Participate

            	
               5

            
	
              3.4              Plan
                Exclusive

            	
               5

            
	
              3.5              Consent
                to Dispute Resolution

            	
               5

            
	
              ARTICLE
                IV ADMINISTRATION

            	
               5

            
	
              ARTICLE
                V REWARD DETERMINATIONS

            	
               6

            
	
              5.1              Performance
                Measures

            	
               6

            
	
              5.2              Performance
                Requirements

            	
               6

            
	
              5.3              Reward
                Determinations

            	
               6

            
	
              5.4              Reward
                Opportunities

            	
               6

            
	
              5.5              Discretionary
                Adjustments

            	
               6

            
	
              5.6              Discretionary
                Bonuses

            	
               6

            
	
              ARTICLE
                VI DISTRIBUTION OF REWARDS

            	
               7

            
	
              6.1              Form
                and Timing of Payment

            	
               7

            
	
              6.2              Elective
                Deferral

            	
               7

            
	
              6.3              Tax
                Withholding

            	
               7

            
	
              ARTICLE
                VII TERMINATION OF EMPLOYMENT

            	
               7

            
	
              7.1              Termination
                of Service During Plan Year

            	
               7

            
	
              7.2              Termination
                of Service After End of Plan Year But Prior to the Payment
                Date

            	
               7

            
	
              ARTICLE
                VIII RIGHTS OF PARTICIPANTS AND BENEFICIARIES

            	
               8

            
	
              8.1              Status
                as a Participant or Beneficiary

            	
               8

            
	
              8.2              Employment

            	
               8

            
	
              8.3              Nontransferability

            	
               8

            
	
              8.4              Nature
                of Plan

            	
               9

            
	
              ARTICLE
                IX CORPORATE CHANGE

            	
               9

            
	
              ARTICLE
                X AMENDMENT AND TERMINATION

            	
               9

            
	
              ARTICLE
                XI MISCELLANEOUS

            	
               9

            
	
              11.1                Governing
                Law

            	
               9

            
	
              11.2                Severability

            	
              10

            
	
              11.3                Successor

            	
              10

            
	
              11.4                Section
                409A of the Code

            	
              10

            
	
              11.5                Effective
                Date

            	
              10

            


    

    



    
      
         

      

      
        i

        
          

        

      

      
         

      

    


    HALLIBURTON

    MANAGEMENT
      PERFORMANCE PAY PLAN

     

    The
      Company, having heretofore established the Halliburton Management Performance
      Pay Plan, pursuant to the provisions of Article X of said Plan, hereby amends
      and restates said Plan to be effective in accordance with the provisions of
      Section 11.4 hereof.

     

    ARTICLE
      I


     

    PURPOSE

     

    The
      purpose of the Halliburton Management Performance Pay Plan (the “Plan”) is to
      reward management and other key employees of the Company and its Affiliates
      for
      improving financial results which drive the creation of value for shareholders
      of the Company and thereby, serve to attract, motivate, reward and retain high
      caliber employees required for the success of the Company.  The Plan
      provides a means to link total and individual cash compensation to Company
      performance, as measured by Cash Value Added (“CVA”), a demonstrated driver of
      shareholder value, and, where appropriate, additional performance measures
      which
      drive CVA.

     

    ARTICLE
      II


     

    DEFINITIONS

     

               2.1           Definitions.  Where
      the following words and phrases appear in the Plan, they shall have the
      respective meanings set forth below, unless their context clearly indicates
      to
      the contrary.

     

    “Affiliate”
      shall mean a Subsidiary of the Company or a division or designated group of
      the
      Company or a Subsidiary.

     

    “Base
      Salary” shall mean the annualized rate of pay of a Participant as in effect on
      January 1 of a Plan Year, including base pay a Participant could have
      received in cash in lieu of (i) contributions made on such Participant’s behalf
      to a qualified Plan maintained by the Company or to any cafeteria plan under
      Section 125 of the Code maintained by the Company and (ii) deferrals of
      compensation made at the Participant’s election pursuant to a plan or
      arrangement of the Company or an Affiliate, but excluding any Rewards under
      this
      Plan and any other bonuses, incentive pay or special awards.

     

    “Beneficiary”
      shall mean the person, persons, trust or trusts entitled by Will or the laws
      of
      descent and distribution to receive the benefits specified under the Plan in
      the
      event of the Participant’s death prior to full payment of a Reward.

     

    “Board
      of
      Directors” shall mean the Board of Directors of the Company.

     

    “Business
      Unit CVA” shall mean the respective CVA of designated business units, each
      calculated on an aggregate basis for their respective operations.

     


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    “Cause”
      shall mean (i) the conviction of the Participant of a felony under Federal
      law
      or the law of the state in which such action occurred, (ii) dishonesty in course
      of fulfilling the Participant’s employment duties or (iii) the disclosure by the
      Participant to any unauthorized person or competitor of any confidential
      information or confidential knowledge as to the business or affairs of the
      Company and its Affiliates.

     

    “CEO”
      shall mean the Chief Executive Officer of the Company.

     

    “Code”
      shall mean the Internal Revenue Code of 1986, as amended.

     

    “Common
      Stock” shall mean the common stock, par value $2.50 per share, of Halliburton
      Company.

     

    “Compensation
      Committee” shall mean the Compensation Committee of Directors of the Company,
      appointed by the Board of Directors from among its members, no member of which
      shall be an employee of the Company or a Subsidiary.

     

    “Company”
      shall mean Halliburton Company and its successors.

     

    “Company
      CVA” shall mean CVA calculated on a consolidated basis.

     

    “Corporate
      Change” shall mean one of the following events: (i) the merger, consolidation or
      other reorganization of the Company in which the outstanding Common Stock is
      converted into or exchanged for a different class of securities of the Company,
      a class of securities of any other issuer (except a direct or indirect wholly
      owned Subsidiary), cash or property; (ii) the sale, lease or exchange of all
      or
      substantially all of the assets of the Company to another corporation or entity
      (except a direct or indirect wholly owned Subsidiary); (iii) the adoption by
      the
      stockholders of the Company of a plan of liquidation and dissolution; (iv)
      the
      acquisition (other than any acquisition pursuant to any other clause of this
      definition) by any person or entity, including, without limitation, a “group” as
      contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as
      amended, of beneficial ownership, as contemplated by such Section, of more
      than
      twenty percent (based on voting power) of the Company’s outstanding capital
      stock; or (v) as a result of or in connection with a contested election of
      directors, the persons who were directors of the Company before such election
      shall cease to constitute a majority of the Board.

     

    “CVA”
      shall mean the difference between operating cash flow and a capital charge,
      calculated in accordance with the criteria and guidelines set forth in the
      Corporate Policy entitled “Cash Value Added (CVA),” as in effect at the time any
      such calculation is made.

     

    “CVA
      Drivers” shall mean such additional performance measures (either objective or
      subjective) as may be approved by the CEO from time to time to reinforce key
      operating and strategic goals important to the Company and its business
      units.  Particular CVA Drivers may vary from business unit to business
      unit and from Participant to Participant within a particular business unit
      as
      deemed appropriate according to the needs of the applicable business
      unit.

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    “Dispute
      Resolution Program” shall mean the Halliburton Dispute Resolution
      Plan.

     

    “ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as
      amended.

     

    “Group
      CVA” shall mean the respective CVA of the Halliburton Energy Services Group and
      the Engineering and Construction Group, each calculated on an aggregate basis
      for their respective operations.

     

    “Key
      Employees” shall mean regular, full-time employees of the Company or an
      Affiliate below the Officer level.

     

    “Officer”
      shall mean a full officer of the Company or an Affiliate.

     

    “Participant”
      shall mean any active employee of the Company or an Affiliate who participates
      in the Plan pursuant to the provisions of Article III hereof.  An
      employee shall not be eligible to participate in the Plan while on a leave
      of
      absence.

     

    “Participant
      Category” shall mean a grouping of Participants determined in accordance with
      the applicable provisions of Article III.

     

    “Payment
      Date” shall mean, with respect to a particular Plan Year, the date payment is
      actually made following the end of the applicable Plan Year, but no later than
      the last business day of February of the year next following the end of such
      Plan Year, or as soon as administratively practicable thereafter if it is
      administratively impracticable to make payment by that date and such
      impracticability was not reasonably foreseeable at the end of the applicable
      Plan Year.

     

    “Performance
      Goals” shall mean, for a particular Plan Year, established levels of applicable
      Performance Measures.

     

    “Performance
      Measures” shall mean the criteria used in determining Performance Goals for
      particular Participant Categories, which may include one or more of the
      following:  Company CVA, Group CVA, Business Unit CVA and CVA
      Drivers.

     

    “Plan”
      shall mean the Halliburton Management Performance Pay Plan as amended and
      restated effective January 1, 2007, and as the same may thereafter be
      amended from time to time.

     

    “Plan
      Year” shall mean the calendar year ending each December 31.

     

    “Reward”
      shall mean the dollar amount of incentive compensation payable to a Participant
      under the Plan for a Plan Year determined in accordance with Section
      5.3.

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    “Reward
      Opportunity” shall mean, with respect to each Participant Category, incentive
      reward payment amounts, expressed as a percentage of Base Salary, which
      corresponds to various levels of pre-established Performance Goals, determined
      pursuant to the Reward Schedule.

     

    “Reward
      Schedule” shall mean the schedule which aligns the level of achievement of
      applicable Performance Goals with Reward Opportunities for a particular Plan
      Year, such that the level of achievement of the pre-established Performance
      Goals at the end of such Plan Year will determine the actual
      Reward.

     

    “Subsidiary”
      shall mean any corporation 50 percent or more of whose voting power is owned,
      directly or indirectly, by the Company.

     

               2.2           Number.  Wherever
      appropriate herein, words used in the singular shall be considered to include
      the plural and words used in the plural shall be considered to include the
      singular.

     

               2.3           Headings.  The
      headings of Articles and Sections herein are included solely for convenience,
      and if there is any conflict between headings and the text of the Plan, the
      text
      shall control.

     

    ARTICLE
      III


     

    PARTICIPATION

     

               3.1           Participants.  Active
      employees as designated annually as Participants by the CEO, or his delegate,
      prior to the last day of March each Plan Year shall be Participants for such
      Plan Year.

     

               3.2           Partial
      Plan Year Participation.  If, after the beginning of the
      Plan Year, (i) a person is newly hired, promoted or transferred into a position
      in which he or she is a Key Employee, or (ii) an employee who was not previously
      a Participant for such Plan Year returns to active employment following a leave
      of absence, the CEO, or his delegate, may designate in writing such person
      as a
      Participant for the pro rata portion of such Plan Year beginning on the first
      day of the month following such designation.

     

    If
      an
      employee who has previously been designated as a Participant for a particular
      Plan Year takes a leave of absence during such Plan Year, all of such
      Participant’s rights to a Reward for such Plan Year shall be forfeited, unless
      the CEO, or his delegate, shall determine that such Participant’s Reward for
      such Plan Year shall be prorated based upon that portion of the Plan Year during
      which he or she was an active Participant, in which case the prorated portion
      of
      the Reward shall be paid in accordance with the provisions of Section
      6.1.

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    Each
      Participant shall be assigned to a Participant Category at the time he or she
      becomes a Participant for a particular Plan Year.  If a Participant
      thereafter incurs a change in status due to promotion, demotion, reassignment
      or
      transfer, the CEO, or his delegate, may approve such adjustment in such
      Participant’s Reward Opportunity as deemed appropriate under the circumstances
      (including termination of participation in the Plan for the remainder of the
      Plan Year), such adjustment to be made on a pro rata basis for the balance
      of
      the Plan Year effective with the first day of the month following such approval,
      unless some other effective date is specified.  All such adjustments
      shall be documented in writing and filed with the Plan records for the
      applicable Plan Year.

     

               3.3           No
      Right to Participate.  No Participant or other employee
      of the Company or an Affiliate shall, at any time, have a right to participate
      in the Plan for any Plan Year, notwithstanding having previously participated
      in
      the Plan.

     

               3.4           Plan
      Exclusive.  No employee shall simultaneously participate
      in this Plan and in any other short-term incentive plan of the Company or an
      Affiliate unless such employee’s participation in such other plan is approved by
      the CEO, or his delegate.

     

               3.5           Consent
      to Dispute Resolution.  Participation in the Plan
      constitutes consent by the Participant to be bound by the terms and conditions
      of the Dispute Resolution Program which in substance requires that all disputes
      arising out of or in any way related to employment with the Company or its
      Affiliates, including any disputes concerning the Plan, be resolved exclusively
      through such program, which includes binding arbitration as its last
      step.

     

    ARTICLE
      IV


     

    ADMINISTRATION

     

    Each
      Plan Year, the basis for payments
      under the Plan in relation to given Performance Goals shall be established,
      as
      more fully described in Article V hereof, and, following the end of each Plan
      Year, the actual Reward payable to each Participant shall be
      determined.  The CEO is authorized to construe and interpret the Plan,
      to prescribe, amend and rescind rules, regulations and procedures relating
      to
      its administration and to make all other determinations necessary or advisable
      for administration of the Plan.  The CEO shall have such other
      authority as is expressly provided in the Plan.  In addition, as
      permitted by law, the Compensation Committee and the CEO may delegate such
      of
      their respective authority granted under the Plan as deemed appropriate;
      provided, however, that the Compensation Committee and the CEO may not delegate
      their respective authority under Article V hereof.  Decisions of the
      Compensation Committee and the CEO, or their respective delegates, in accordance
      with the authority granted hereby or delegated pursuant hereto shall be
      conclusive and binding.  Subject only to compliance with the express
      provisions hereof, the Compensation Committee, the CEO and their respective
      delegates may act in their sole and absolute discretion with respect to matters
      within their authority under the Plan.

     


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    ARTICLE
      V


     

    REWARD
      DETERMINATIONS

     

               5.1           Performance
      Measures.  CVA shall be the primary Performance Measure
      in determining Performance Goals for any Plan Year.  In addition,
      appropriate CVA Drivers applicable to particular Participants may also be used
      as Performance Measures.

     

               5.2           Performance
      Requirements.  Prior to the last day of February of each
      Plan Year, (i) the Compensation Committee shall determine the Company CVA,
      applicable Group CVA and applicable Business Unit CVA Performance Goals, and
      the
      CEO shall approve appropriate CVA Drivers applicable to certain Participants
      and
      (ii) the CEO shall establish a Reward Schedule which aligns the level of
      achievement of applicable Performance Goals with Reward Opportunities, such
      that
      the level of achievement of the pre-established Performance Goals at the end
      of
      the Plan Year will determine the actual Reward.

     

               5.3           Reward
      Determinations.  After the end of each Plan Year, (i) the
      Compensation Committee shall determine the extent to which the Performance
      Goals
      (other than CVA Drivers) have been achieved and (ii) the CEO shall determine
      the
      extent to which the applicable CVA Drivers have been achieved, and the amount
      of
      the Reward shall be computed for each Participant in accordance with the Reward
      Schedule.

     

               5.4           Reward
      Opportunities.  The established Reward Opportunities may
      vary in relation to the Participant Categories and within the Participant
      Categories.  In the event a Participant changes Participant Categories
      during a Plan Year, the Participant’s Reward Opportunities shall be adjusted in
      accordance with the applicable provisions of Section 3.2.

     

               5.5           Discretionary
      Adjustments.  Once established, Performance Goals will
      not be changed during the Plan Year.  However, if the Compensation
      Committee, in its sole and absolute discretion, determines that there has been
      (i) a change in the business, operations, corporate or capital structure, (ii)
      a
      change in the manner in which business is conducted or (iii) any other material
      change or event which will impact one or more Performance Goals in a manner
      the
      Compensation Committee did not intend, then the Compensation Committee may,
      reasonably contemporaneously with such change or event, make such adjustments
      as
      it shall deem appropriate and equitable in the manner of computing the relevant
      Performance Measures applicable to such Performance Goal or Goals for the Plan
      Year; provided, however, that the CEO shall be authorized, subject to the review
      and oversight of the Compensation Committee, to make adjustments in the manner
      of computing one or more CVA Drivers if, when evaluated in accordance with
      the
      standards set forth in the preceding sentence, he shall deem such adjustments
      to
      be appropriate and equitable.

     

               5.6           Discretionary
      Bonuses.  Notwithstanding any other provision contained
      herein to the contrary, the CEO may, in its sole discretion, make such other
      or
      additional bonus payments to a Participant as it shall deem
      appropriate.

     


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    ARTICLE
      VI


     

    DISTRIBUTION
      OF REWARDS

     

               6.1           Form
      and Timing of Payment.  Rewards shall be paid in a lump
      sum on the Payment Date.  In the event of termination of a
      Participant’s employment prior to the Payment Date for any reason other than
      death (in which case payment shall be made in accordance with the applicable
      provisions of Article VII), the amount of any Reward (or prorated portion
      thereof) payable pursuant to the provisions of Sections 7.1 or 7.2 shall be
      paid
      in cash on the Payment Date.

     

               6.2           Elective
      Deferral.  Nothing herein shall be deemed to preclude a
      Participant’s election to defer receipt of a percentage of his or her Reward
      beyond the time such amount would have been payable hereunder pursuant to the
      Halliburton Elective Deferral Plan or other similar plan.

     

               6.3           Tax
      Withholding.  The Company or employing entity through
      which payment of a Reward is to be made shall have the right to deduct from
      any
      payment hereunder any amounts that Federal, state, local or foreign tax laws
      require with respect to such payments.

     

    ARTICLE
      VII


     

    TERMINATION
      OF EMPLOYMENT

     

               7.1           Termination
      of Service During Plan Year.  In the event a
      Participant’s employment is terminated prior to the last business day of a Plan
      Year for any reason other than death, normal retirement at or after age 65
      or
      disability (as determined by the CEO or his delegate), all of such Participant’s
      rights to a Reward for such Plan Year shall be forfeited, unless the CEO, or
      his
      delegate, shall determine that such Participant’s Reward for such Plan Year
      shall be prorated based upon that portion of the Plan Year during which he
      or
      she was a Participant, in which case the prorated portion of the Reward shall
      be
      paid in accordance with the provisions of Section 6.1.  In the case of
      death during the Plan Year, the prorated amount of such Participant’s Reward
      shall be paid to the Participant’s estate, or if there is no administration of
      the estate, to the heirs at law, on the Payment Date.  In the case of
      disability or normal retirement at or after age 65, the prorated amount of
      a
      Participant’s Reward shall be paid in accordance with the provisions of Section
      6.1.

     

               7.2           Termination
      of Service After End of Plan Year But Prior to the Payment
      Date.  If a Participant’s employment is terminated after
      the end of the applicable Plan Year, but prior to the Payment Date, for any
      reason other than termination for Cause, the amount of any Reward applicable
      to
      such Plan Year shall be paid to the Participant in accordance with the
      provisions of Section 6.1, except in the case of death, in which case the amount
      of such Reward shall be paid to such Participant’s estate, or if there is no
      administration of the estate, to the heirs at law, as soon as
      practicable.

     

    If
      a
      Participant’s employment is terminated for Cause, all of such Participant’s
      rights to a Reward applicable to such Plan Year shall be forfeited.

     


    
      
         

      

      
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    ARTICLE
      VIII


     

    RIGHTS
      OF PARTICIPANTS AND BENEFICIARIES

     

               8.1           Status
      as a Participant or Beneficiary.  Neither status as a
      Participant or Beneficiary shall be construed as a commitment that any Reward
      will be paid or payable under the Plan.

     

               8.2           Employment.  Nothing
      contained in the Plan or in any document related to the Plan or to any Reward
      shall confer upon any Participant any right to continue as an employee or in
      the
      employ of the Company or an Affiliate or constitute any contract or agreement
      of
      employment for a specific term or interfere in any way with the right of the
      Company or an Affiliate to reduce such person’s compensation, to change the
      position held by such person or to terminate the employment of such person,
      with
      or without cause.

     

               8.3           Nontransferability.  No
      benefit payable under, or interest in, this Plan shall be subject in any manner
      to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
      or
      charge and any such attempted action shall be void and no such benefit or
      interest shall be, in any manner, liable for, or subject to, debts, contracts,
      liabilities or torts of any Participant or Beneficiary; provided, however,
      that,
      nothing in this Section 8.3 shall prevent transfer (i) by Will, (ii) by
      applicable laws of descent and distribution or (iii) pursuant to an order that
      satisfies the requirements for a “qualified domestic relations order” as such
      term is defined in section 206(d)(3)(B) of ERISA and section 414(p)(1)(A) of
      the
      Code, including an order that requires distributions to an alternate payee
      prior
      to a Participant’s “earliest retirement age” as such term is defined in section
      206(d)(3)(E)(ii) of ERISA and section 414(p)(4)(B) of the Code.  Any
      attempt at transfer, assignment or other alienation prohibited by the preceding
      sentence shall be disregarded and all amounts payable hereunder shall be paid
      only in accordance with the provisions of the Plan.

     


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


               8.4           Nature
      of Plan.  No Participant, Beneficiary or other person
      shall have any right, title or interest in any fund or in any specific asset
      of
      the Company or any Affiliate by reason of any Reward hereunder.  There
      shall be no funding of any benefits which may become payable
      hereunder.  Nothing contained in the Plan (or in any document related
      thereto), nor the creation or adoption of the Plan, nor any action taken
      pursuant to the provisions of the Plan shall create, or be construed to create,
      a trust of any kind or a fiduciary relationship between the Company or an
      Affiliate and any Participant, Beneficiary or other person.  To the
      extent that a Participant, Beneficiary or other person acquires a right to
      receive payment with respect to a Reward hereunder, such right shall be no
      greater than the right of any unsecured general creditor of the Company or
      other
      employing entity, as applicable.  All amounts payable under the Plan
      shall be paid from the general assets of the Company or employing entity, as
      applicable, and no special or separate fund or deposit shall be established
      and
      no segregation of assets shall be made to assure payment of such
      amounts.  Nothing in the Plan shall be deemed to give any employee any
      right to participate in the Plan except in accordance herewith.

     

    ARTICLE
      IX


     

    CORPORATE
      CHANGE

     

    In
      the event of a Corporate Change, (i)
      with respect to a Participant’s Reward Opportunity for the Plan Year in which
      the Corporate Change occurred, such Participant shall be entitled to an
      immediate cash payment equal to the maximum amount of Reward he or she would
      have been entitled to receive for the Plan Year, prorated to the date of the
      Corporate Change; and (ii) with respect to a Reward earned for the previous
      Plan
      Year which has not been paid, such amount shall be paid in cash
      immediately.

     

    ARTICLE
      X


     

    AMENDMENT
      AND TERMINATION

     

    Notwithstanding
      anything herein to the
      contrary, the Company may, at any time, terminate or, from time to time amend,
      modify or suspend the Plan; provided, however, that, without the prior consent
      of the Participants affected, no such action may adversely affect any rights
      or
      obligations with respect to any Rewards theretofore earned for a particular
      Plan
      Year, whether or not the amounts of such Rewards have been computed and whether
      or not such Rewards are then payable.

     

    ARTICLE
      XI


     

    MISCELLANEOUS

     

               11.1           Governing
      Law.  The Plan and all related documents shall be governed by, and
      construed in accordance with, the laws of the State of Texas, without giving
      effect to the principles of conflicts of law thereof, except to the extent
      preempted by federal law.

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


               11.2           Severability.  If
      any provision of the Plan shall be held illegal or invalid for any reason,
      said
      illegality or invalidity shall not affect the remaining provisions hereof;
      instead, each provision shall be fully severable and the Plan shall be construed
      and enforced as if said illegal or invalid provision had never been included
      herein.

     

               11.3           Successor.  All
      obligations of the Company under the Plan shall be binding upon and inure to
      the
      benefit of 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.

     

              
      11.4           Section
      409A of the Code.  It is intended that the provisions of
      this Plan satisfy the requirements of Section 409A of the Code and that the
      Plan
      be operated in a manner consistent with such requirements to the extent
      applicable.  Therefore, the Compensation Committee may make
      adjustments to the Plan and may construe the provisions of the Plan in
      accordance with the requirements of Section 409A of the Code.

     

               11.5           Effective
      Date.  This amendment and restatement of the Plan shall
      be effective from and after January 1, 2007, and shall remain in effect
      until such time as it may be terminated or amended pursuant to Article
      X.

     

    


     


    
      
         

      

      
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