ex10_02.htm


    
      
        
        

      

      
        
        

        
          


      

      
        
        

      

    


    EASTMAN
      CHEMICAL COMPANY

    2002
      OMNIBUS LONG-TERM COMPENSATION PLAN

    


    1.
      Purpose

    


    The
      purpose of the Plan is to provide motivation to Employees of the Company and
      its
      Subsidiaries to put forth maximum efforts toward the continued growth,
      profitability, and success of the Company and its Subsidiaries by providing
      incentives to such Employees through the ownership and performance of Common
      Stock of the Company. Toward this objective, the Committee may grant stock
      options, stock appreciation rights (“SARs”), Stock Awards, performance shares,
      and/or other incentive awards to Employees of the Company and its Subsidiaries
      on the terms and subject to the conditions set forth in the Plan.

    


    2.
      Definitions

    


    2.1  “Award”
      means any form of stock option, SAR, Stock Award, performance shares, or other
      incentive award granted under the Plan, whether singly, in combination, or
      in
      tandem, to a Participant by the Committee pursuant to such terms, conditions,
      restrictions and/or limitations, if any, as the Committee may establish by
      the
      Award Notice or otherwise.

    


    2.2  “Award
      Notice” means a written notice from the Company to a Participant that
      establishes the terms, conditions, restrictions, and/or limitations applicable
      to an Award in addition to those established by the Plan and by the Committee’s
      exercise of its administrative powers.

    


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

    


    2.4  “Change
      In Control” means a change in control of the Company of a nature that would be
      required to be reported (assuming such event has not been “previously reported”)
      in response to Item 1(a) of a Current Report on Form 8-K, as in effect on
      December 31, 2001, pursuant to Section 13 or 15(d) of the Exchange Act; provided
      that, without limitation, a Change In Control shall be deemed to have occurred
      at such time as (i) any “person” within the meaning of Section 14(d) of the
      Exchange Act, other than the Company, a Subsidiary, or any employee benefit
      plan(s) sponsored by the Company or any Subsidiary, is or has become the
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or
      indirectly, of 25% or more of the combined voting power of the outstanding
      securities of the Company ordinarily having the right to vote in the election
      of
      directors; provided, however, that the following will not constitute a Change
      In
      Control: any acquisition by any corporation if, immediately following such
      acquisition, more than 75% of the outstanding securities of the acquiring
      corporation ordinarily having the right to vote in the election of directors
      is
      beneficially owned by all or substantially all of those persons who, immediately
      prior to such acquisition, were the beneficial owners of the


    outstanding
      securities of the Company ordinarily having the right to vote in the election
      of
      directors, or (ii) individuals who constitute the Board on January 1, 2002
      (the
“Incumbent Board”) have ceased for any reason to constitute at least a majority
      thereof, provided that: any person becoming a director subsequent to January
      1,
      2002 whose election, or nomination for election by the Company’s stockholders,
      was approved by a vote of at least three-quarters (3/4) of the directors
      comprising the Incumbent Board (either by a specific vote or by approval of
      the
      proxy statement of the Company in which such person is named as a nominee for
      director without objection to such nomination) shall be, for purposes of the
      Plan, considered as though such person were a member of the Incumbent Board,
      (iii) upon approval by the Company’s stockholders of a reorganization, merger or
      consolidation, other than one with respect to which all or substantially all
      of
      those persons who were the beneficial owners, immediately prior to such
      reorganization, merger or consolidation, of outstanding securities of the
      Company ordinarily having the right to vote in the election of directors own,
      immediately after such transaction, more than 75% of the outstanding securities
      of the resulting corporation ordinarily having the right to vote in the election
      of directors; or (iv) upon approval by the Company’s stockholders of a complete
      liquidation and dissolution of the Company or the sale or other disposition
      of
      all or substantially all of the assets of the Company other than to a
      Subsidiary.

    


    2.5  “Change
      In Control Price” means the highest closing price (or, if the  shares
      are not traded on an exchange, the highest last sale price or closing “asked”
price) per share paid for the purchase of Common Stock in a national securities
      market during the ninety (90) day period ending on the date the Change In
      Control occurs.

    


    2.6  “Change
      In Ownership” means a Change In Control that results directly or indirectly in
      the Common Stock (or the stock of any successor to the Company received in
      exchange for Common Stock) ceasing to be publicly traded in a national
      securities market.

    


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

    


    2.8  “Committee”
      means the Compensation and Management Development Committee of the Board or
      such
      other committee, designated by the Board, authorized to administer the Plan
      under Section 3 hereof. The Committee shall consist of not less than two
      members. It is intended that the directors appointed to serve on the Committee
      shall be “non-employee directors” (within the meaning of Rule 16b-3 under the
      Exchange Act) and “outside directors” (within the meaning of Code Section 162(m)
      and the regulations thereunder). However, the mere fact that a Committee member
      shall fail to qualify under either of the foregoing requirements shall not
      invalidate any Award made by the Committee which Award is otherwise validly
      made
      under the Plan.

    


    2.9  “Common
      Stock” means the $.01 par value common stock of the Company.

    


    2.10  “Company”
      means Eastman Chemical Company.


    2.11  “Covered
      Employee” means an individual defined in Code Section 162(m)(3).

    


    2.12  “Disability”
      has the same meaning as provided in the long-term disability plan or policy
      maintained by the Company or if applicable, most recently maintained, by the
      Company or if applicable, a Subsidiary, for the Participant, whether or not
      such
      Participant actually receives disability benefits under such plan or policy.
      If
      no long-term disability plan or policy was ever maintained on behalf of
      Participant or if the determination of Disability relates to an Incentive Stock
      Option, Disability means Permanent and Total Disability as defined in Section
      22(e)(3) of the Code. In the event of a dispute, the determination whether
      a
      Participant has suffered a Disability will be made by the Committee and may
      be
      supported by the advice of a physician competent in the area to which such
      Disability relates.

    


    2.13  “Employee”
      means an employee of the Company or a Subsidiary.

    


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

    


    2.15  “Fair
      Market Value” means the closing price of the shares of Common Stock on the New
      York Stock Exchange on the day on which such value is to be determined or,
      if no
      shares were traded on such day, on the next preceding day on which shares were
      traded; provided, however, that if at any relevant time the shares of Common
      Stock are not traded on the New York Stock Exchange, the “Fair Market Value”
shall be determined by reference to the closing price of the shares of Common
      Stock on another national securities exchange, if applicable, or if the shares
      are not traded on an exchange but are traded in the over-the-counter market,
      by
      reference to the last sale price or the closing “asked” price of the shares in
      the over-the-counter market as reported by the National Association of
      Securities Dealers Automatic Quotation System (NASDAQ) or other national
      quotation service.

    


    2.16  “Participant”
      means any individual to whom an Award has been granted by the Committee under
      the Plan.

    


    2.17  “Plan”
      means the Eastman Chemical Company 2002 Omnibus Long-Term Compensation
      Plan.

    


    2.18  “Qualified
      Performance-Based Award” means (i) any stock option or SAR granted under the
      Plan, or (ii) any other Award that is intended to qualify for the Section 162(m)
      Exemption and is made subject to performance goals based on Qualified
      Performance Measures as set forth in Section 12.

    


    2.19  “Qualified
      Performance Measures” means one or more of the performance measures listed in
      Section 12(b) upon which performance goals for certain Qualified
      Performance-Based Awards may be established by the Committee.


    2.20  “SAR”
      is an Award that shall entitle the recipient to receive a payment equal to
      the
      appreciation in value of a stated number of shares of Common Stock from the
      price established in the Award to the market value of such number of shares
      of
      Common Stock on the date of exercise.

    


    2.21  “Section
      162(m) Exemption” means the exemption from the limitation
      on  deductibility imposed by Section 162(m) of the Code that is set
      forth in Section 162(m)(4)(C) of the Code or any successor provision
      thereto.

    


    2.22  “Section
      16 Insider” means a Participant who is subject to the reporting requirements of
      Section 16 of the Exchange Act with respect to the Company.

    


    2.23  “Stock
      Award” means an Award granted pursuant to Section 10 hereof in the form of
      shares of Common Stock, restricted shares of Common Stock and/or Units of Common
      Stock.

    


    2.24  “Subsidiary”
      means a corporation or other business entity in which the Company directly
      or
      indirectly has an ownership interest of eighty percent (80%) or
      more.

    


    2.25  “Unit”
      means a bookkeeping entry used by the Company to record and  account
      for the grant of the following Awards until such time as the Award is paid,
      canceled, forfeited or terminated, as the case may be: Units of Common Stock,
      SARs and performance shares that are expressed in terms of Units of Common
      Stock.

    


    3.
      Administration

    


    The
      Plan
      shall be administered by the Committee. The Committee shall have the authority
      to: (a) interpret the Plan; (b) establish such rules and regulations as it
      deems
      necessary for the proper operation and administration of the Plan; (c) select
      Employees to become Participants and receive Awards under the Plan; (d)
      determine the form of an Award, whether a stock option, SAR, Stock Award,
      performance share, or other incentive award established by the Committee, the
      number of shares or Units subject to the Award, all the terms, conditions,
      restrictions and/or limitations, if any, of an Award, including the time and
      conditions of exercise or vesting, and the terms of any Award Notice; (e)
      determine whether Awards should be granted singly, in combination or in tandem;
      (f) grant waivers of Plan terms, conditions, restrictions and limitations;
      (g)
      accelerate the vesting, exercise or payment of an Award or the performance
      period of an Award in the event of a Participant’s termination of employment or
      when such action or actions would be in the best interest of the Company; (h)
      establish such other types of Awards, besides those specifically enumerated
      in
      Section 2.1 hereof, which the Committee determines are consistent with the
      Plan’s purpose; and (i) take any and all other action it deems necessary or
      advisable for the proper operation or administration of the Plan. In addition,
      in order to enable Employees who are foreign nationals or are employed outside
      the United States or both to receive Awards under the Plan, the Committee may
      adopt such amendments, procedures, regulations, subplans and the like as are
      necessary or advisable, in the opinion of
      the
      Committee, to effectuate the purposes of the Plan. Subject to Section 23, the
      Committee shall also have the authority to grant Awards in replacement of Awards
      previously granted under the Plan or any other executive compensation plan
      of
      the Company or a Subsidiary.  All determinations of the Committee
      shall be made by a majority of its members, and its determinations shall be
      final, binding and conclusive.

    


    The
      Committee, in its discretion, may delegate its authority and duties under the
      Plan to the Chief Executive Officer and/or to other senior officers of the
      Company under such conditions and/or limitations as the Committee may establish;
      provided, however, that only the Committee may select, grant, and establish
      the
      terms of Awards to Section 16 Insiders or Covered Employees.

    


    4.
      Eligibility

    


    Any
      Employee is eligible to become a Participant in the Plan.

    


    5.
      Shares Available

    


    The
      maximum number of shares of Common Stock that shall be available for grant
      of
      Awards under the Plan (including incentive stock options) during its term shall
      not exceed 7,500,000, provided that the maximum number of shares of Common
      Stock
      available for grant of Stock Awards or performance shares under the Plan during
      its term shall not exceed 1,500,000. (Such amounts shall be subject to
      adjustment as provided in Section 18.) Any shares of Common Stock related to
      Awards that are settled in cash in lieu of Common Stock shall be available
      again
      for grant under the Plan. Similarly, any shares of Common Stock related to
      Awards that terminate by expiration, forfeiture, cancellation or otherwise
      without the issuance of such shares or are exchanged with the Committee’s
      permission for Awards not involving Common Stock, shall be available again
      for
      grant under the Plan. Further, any shares of Common Stock that are used by
      a
      Participant for the full or partial payment to the Company of the purchase
      price
      of Common Stock upon exercise of a stock option, or for withholding taxes due
      as
      a result of such exercise, shall again be available for Awards under the Plan.
      Notwithstanding any provision in the Plan to the contrary, the maximum number
      of
      shares of Common Stock with respect to one or more options and/or SARs that
      may
      be granted during any one calendar year under the Plan to any one Participant
      shall be 300,000. The maximum fair market value of any Awards (other than
      options and SARs) that may be received by a Participant (less any consideration
      paid by the Participant for such Award) during any one calendar year under
      the
      Plan shall be the equivalent value of 200,000 shares of Common Stock as of
      the
      first business day of such calendar year. The shares of Common Stock available
      for issuance under the Plan may be authorized and unissued shares or treasury
      shares.


    6.
      Effective Date; Term

    


    The
      Plan
      shall become effective as of the date upon which it is approved by the
      stockholders of the Company. No Awards shall be exercisable or payable before
      the Plan

    shall
      have become effective. Awards shall not be granted pursuant to the Plan after
      May 2, 2007.

    


    7.
      Participation

    


    The
      Committee shall select, from time to time, Participants from those Employees
      who, in the opinion of the Committee, can further the Plan’s
      purposes.  Once a Participant is so selected, the Committee shall
      determine the type or types of Awards to be made to the Participant and shall
      establish in the related Award Notices the terms, conditions, restrictions
      and/or limitations, if any, applicable to the Awards in addition to those set
      forth in the Plan and the administrative rules and regulations issued by the
      Committee.

    


    8.
      Stock Options

    


    (a)
      Grants.  Awards may be granted in the form of stock options.
      These stock options may be incentive stock options within the meaning of Section
      422 of the Code, other tax-qualified stock options, or non-qualified stock
      options (i.e., stock options that are not incentive or other tax-qualified
      stock
      options), or a combination of any of the above.

    


    (b)           Terms
      and Conditions of Options.  An option shall be exercisable in
      whole or in such installments and at such times as may be determined by the
      Committee. The Committee shall also determine the performance or other
      conditions, if any, that must be satisfied before all or part of an option
      may
      be exercised. The price at which Common Stock may be purchased upon exercise
      of
      a stock option shall be established by the Committee, but such price shall
      not
      be less than one hundred percent (100%) of the Fair Market Value of the Common
      Stock on the date of the stock option’s grant. Each stock option shall expire
      not later than ten years from its date of grant, or, in the case of stock
      options granted in countries outside the U.S., not later than ten years and
      six
      months from the date of grant, to the extent that such term complies with local
      country tax, legal, or accounting requirements.

    


    (c)
      Restrictions Relating to Incentive Stock Options.  Stock
      options issued in the form of incentive stock options shall, in addition to
      being subject to all applicable terms, conditions, restrictions and/or
      limitations established by the Committee, comply with Section 422 of the Code.
      Accordingly, the aggregate market value (determined at the time the option
      was
      granted) of the Common Stock with respect to which incentive stock options
      are
      exercisable for the first time by a Participant during any calendar year (under
      the Plan or any other plan of the Company or any of its Subsidiaries) shall
      not
      exceed $100,000 (or such other limit as may be required by the Code). Each
      incentive stock option shall expire not later than ten years from its date
      of
      grant.


    (d)
      Additional Terms and Conditions.  The Committee may, by way of
      the Award Notice or otherwise, establish such other terms, conditions,
      restrictions and/or limitations, if any, of any stock option Award, provided
      they are not inconsistent with the Plan. Without limiting the generality of
      the
      foregoing, options may provide for the automatic granting of new options at
      the
      time of exercise.

    


    (e)
      Exercise.  The Committee shall determine the methods by which
      the exercise price of an option may be paid, the form of payment, including,
      without limitation, cash, shares of Common Stock, or other property (including
      “cashless exercise” arrangements), and the methods by which shares of Common
      Stock shall be delivered or deemed to be delivered by Participants.

    


    9.
      Stock Appreciation Rights

    


    (a)
      Grants.  Awards may be granted in the form of SARs. An SAR may
      be granted in tandem with all or a portion of a related stock option under
      the
      Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”). A
      Tandem SAR may be granted either at the time of the grant of the related stock
      option or at any time thereafter during the term of the stock option. In the
      case of SARs granted in tandem with stock options granted prior to the grant
      of
      such SARs, the appreciation in value is the difference between the option price
      of such related stock option and the Fair Market Value of the Common Stock
      on
      the date of exercise.

    


    (b)
      Terms and Conditions of Tandem SARs.  A Tandem SAR shall be
      exercisable to the extent, and only to the extent, that the related stock option
      is exercisable, and the “exercise price” of such an SAR (the base from which the
      value of the SAR is measured at its exercise) shall be the option price under
      the related stock option. If a related stock option is exercised as to some
      or
      all of the shares covered by the Award, the related Tandem SAR, if any, shall
      be
      canceled automatically to the extent of the number of shares covered by the
      stock option exercise. Upon exercise of a Tandem SAR as to some or all of the
      shares covered by the Award, the related stock option shall be canceled
      automatically to the extent of the number of shares covered by such
      exercise.

    


    (c)
      Terms and Conditions of Freestanding SARs.  Freestanding SARs
      shall be exercisable in whole or in such installments and at such times as
      may
      be determined by the Committee. Freestanding SARs shall have a term specified
      by
      the Committee, in no event to exceed ten years. The exercise price of a
      Freestanding SAR shall also be determined by the Committee; provided, however,
      that such price shall not be less than one hundred percent (100%) of the Fair
      Market Value of the Common Stock on the date of the Freestanding SAR grant. The
      Committee also shall determine the performance or other conditions, if any,
      that
      must be satisfied before all or part of a Freestanding SAR may be
      exercised.


    (d)
      Deemed Exercise.  The Committee may provide that an SAR shall
      be deemed to be exercised at the close of business on the scheduled expiration
      date of such SAR if at such time the SAR by its terms remains exercisable and,
      if so exercised, would result in a payment to the holder of such
      SAR.

    


    (e)
      Additional Terms and Conditions.  The Committee may, by way of
      the Award Notice or otherwise, determine such other terms, conditions,
      restrictions and/or limitations, if any, of any SAR Award, provided they are
      not
      inconsistent with the Plan.

    


    10.
      Stock Awards

    


    (a)
      Grants.  Awards may be granted in the form of Stock Awards.
      Stock Awards shall be awarded in such numbers and at such times during the
      term
      of the Plan as the Committee shall determine. Stock Awards may be actual shares
      of Common Stock or the economic equivalent thereof (“Stock Award
      Units”).

    


    (b)
      Award Restrictions.  Stock Awards shall be subject to such
      terms, conditions, restrictions, and/or limitations, if any, as the Committee
      deems appropriate including, without limitation, restrictions on transferability
      and continued employment of the Participant. The Committee shall also determine
      the performance or other conditions, if any, that must be satisfied before
      all
      or part of the applicable restrictions lapse.

    


    (c)
      Rights as Stockholder.  During the period in which any
      restricted shares of Common Stock are subject to restrictions imposed pursuant
      to Section 10(b), the Committee may, in its discretion, grant to the Participant
      to whom such restricted shares have been awarded all or any of the rights of
      a
      stockholder with respect to such shares, including, without limitation, the
      right to vote such shares and to receive dividends.  Any dividends
      accruing on an Award of restricted stock shall be paid or distributed to the
      Participant no later than the 15th day of
      the 3rd month following
      the later of (i) the calendar year in which the corresponding dividends were
      paid to shareholders, or (ii) the first calendar year in which the Participant’s
      right to such dividends is no longer subject to a substantial risk of
      forfeiture.

    


    (d)
      Evidence of Award.  Any Stock Award granted under the Plan may
      be evidenced in such manner as the Committee deems appropriate, including,
      without limitation, book-entry registration or issuance of a stock certificate
      or certificates.

    


    11.
      Performance Shares

    


    (a)
      Grants.  Awards may be granted in the form of performance
      shares. Performance shares, as that term is used in the Plan, shall refer to
      shares of Common Stock or Units which are expressed in terms of Common
      Stock.


    (b)
      Performance Criteria.  Performance shares shall be contingent
      upon the attainment during a performance period of certain performance
      objectives. The length of the performance period, the performance objectives
      to
      be achieved during the performance period, and the measure of whether and to
      what degree such objectives have been attained shall be conclusively determined
      by the Committee in the exercise of its absolute discretion. Performance
      objectives may be revised by the Committee, at such times as it deems
      appropriate during the performance period, in order to take into consideration
      any unforeseen events or changes in circumstances.

    


    (c)
      Additional Terms and Conditions.  The Committee may, by way of
      the Award Notice or otherwise, determine such other terms, conditions,
      restrictions and/or limitations, if any, of any Award of performance shares,
      provided they are not inconsistent with the Plan.

    


    12.
      Performance Goals for Certain Section 162(m) Awards

    


    (a)
      The
      provisions of the Plan are intended to ensure that all stock options and SARs
      granted hereunder to any Covered Employee qualify for the Section 162(m)
      Exemption.

    


    (b)
      When
      granting any Award other than stock options or SARs, the Committee may designate
      such Award as a Qualified Performance-Based Award, based upon a determination
      that the recipient is or may be a Covered Employee with respect to such Award,
      and the Committee wishes such Award to qualify for the Section 162(m) Exemption.
      If an Award is so designated, the Committee shall establish performance goals
      for such Award within the time period prescribed by Section 162(m) of the Code
      based on one or more of the following Qualified Performance Measures, which
      may
      be expressed in terms of Company-wide objectives or in terms of objectives
      that
      relate to the performance of a Subsidiary or a division, region, department
      or
      function within the Company or a Subsidiary: (1) return on capital, equity,
      or
      assets (including economic value created), (2) productivity, (3) cost
      improvements, (4) cash flow, (5) sales revenue growth, (6) net income, earnings
      per share, or earnings from operations, (7) quality, (8) customer satisfaction,
      or (9) stock price or total stockholder return. Measurement of the Company’s
      performance against the goals established by the Committee shall be objectively
      determinable, and to the extent such goals are expressed in standard accounting
      terms, performance shall be measured according to generally accepted accounting
      principles as in existence on the date on which the performance goals are
      established and without regard to any changes in such principles after such
      date.

    


    (c)
      Each
      Qualified Performance-Based Award (other than a stock option or SAR) shall
      be
      earned, vested and payable (as applicable) only upon the achievement of
      performance goals established by the Committee based upon one or more of the
      Qualified Performance Measures, together with the satisfaction of any other
      conditions, such as continued employment, as the Committee may determine to
      be
      appropriate; provided that (i) the Committee may provide, either in connection
      with the grant of an Award or by


    amendment
      thereafter, that achievement of such performance goals will be waived upon
      the
      death or Disability of the Participant, and (ii) the provisions of Sections
      25
      and 26 shall apply notwithstanding this sentence.

    


    (d)
      Any
      payment of a Qualified Performance-Based Award granted with performance goals
      shall be conditioned on the written certification of the Committee in each
      case
      that the performance goals and any other material conditions were satisfied.
      Except as specifically provided in Subsection (c), no Qualified
      Performance-Based Award may be amended, nor may the Committee exercise any
      discretionary authority it may otherwise have under the Plan with respect to
      a
      Qualified Performance-Based Award under the Plan, in any manner to waive the
      achievement of the applicable performance goal based on Qualified Performance
      Measures or to increase the amount payable pursuant thereto or the value
      thereof, or otherwise in a manner that would cause the Qualified
      Performance-Based Award to cease to qualify for the Section 162(m)
      Exemption.

    


    13.
      Payment of Awards

    


    At
      the
      discretion of the Committee, payment of Awards may be made in cash, Common
      Stock, a combination of cash and Common Stock, or any other form of property
      as
      the Committee shall determine. In addition, payment of Awards may include such
      terms, conditions, restrictions and/or limitations, if any, as the Committee
      deems appropriate, including, in the case of Awards paid in the form of Common
      Stock, restrictions on transfer and forfeiture provisions. Further, payment
      of
      Awards may be made in the form of a lump sum, or in installments, as determined
      by the Committee.

    


    14.
      Dividends and Dividend Equivalents

    


    If
      an
      Award is granted in the form of a Stock Award, stock option, or performance
      share, or in the form of any other stock-based grant, the Committee may choose,
      at the time of the grant of the Award or any time thereafter up to the time
      of
      the Award’s payment, to include as part of such Award an entitlement to receive
      dividends or dividend equivalents, subject to such terms, conditions,
      restrictions and/or limitations, if any, as the Committee may
      establish.  All dividends or dividend equivalents that are not paid
      currently may, at the Committee’s discretion, accrue interest, be reinvested in
      additional shares of Common Stock or, in the case of dividends or dividend
      equivalents credited in connection with performance shares, be credited as
      additional performance shares and paid to the Participant if and when, and
      to
      the extent that, payment is made pursuant to such
      Award.  Notwithstanding the foregoing, any dividends or dividend
      equivalents accruing on an Award shall be paid or distributed to the Participant
      no later than the 15th day of
      the 3rd month following
      the later of (i) the calendar year in which the corresponding dividends were
      paid to shareholders, or (ii) the first calendar year in which the Participant’s
      right to such dividends or dividend equivalents is no longer subject to a
      substantial risk of forfeiture.


    15. Deferral
      of Awards

    


    No
      Option
      or SAR shall provide for any feature for the deferral of compensation other
      than
      the deferral of recognition of income until the exercise or disposition of
      the
      Option or SAR.
      At the discretion of the Committee, payment of a Stock Award, performance
      share, dividend, dividend equivalent, or any portion thereof may be deferred
      by
      a Participant until such time as the Committee may establish. All such deferrals
      shall be accomplished by the delivery of a written, irrevocable election by
      the
      Participant on a form provided by the Company. All deferrals shall be made
      in
      accordance with administrative guidelines established by the Committee to ensure
      that such deferrals comply with all applicable requirements of Section 409A
      of
      the Code and its regulations. Deferred payments shall be paid in a lump sum
      or
      installments, as determined by the Committee. The Committee may also credit
      interest, at such rates to be determined by the Committee, on cash payments
      that
      are deferred and credit dividends or dividend equivalents on deferred payments
      denominated in the form of Common Stock. The Committee may also, in its
      discretion, require deferral of payment of any Award (other than an Option
      or
      SAR) or portion thereof if payment of the Award would, or could in the
      reasonable estimation of the Committee, result in the Participant receiving
      compensation in excess of the maximum amount deductible by the Company under
      the
      Code.

    


    16.
      Termination of Employment

    


    If
      a
      Participant’s employment with the Company or a Subsidiary terminates for a
      reason other than death, Disability, retirement, or any other approved reason,
      all unexercised, unearned, and/or unpaid Awards, including without limitation,
      Awards earned but not yet paid, all unpaid dividends and dividend equivalents,
      and all interest accrued on the foregoing shall be canceled or forfeited, as
      the
      case may be, unless the Participant’s Award Notice provides otherwise. Subject
      to Section 30, the Committee shall have the authority to promulgate rules and
      regulations to (i) determine what events constitute Disability, retirement
      or
      termination for an approved reason for purposes of the Plan, and (ii) determine
      the treatment of a Participant under the Plan in the event of such Participant’s
      death, Disability, retirement or termination for an approved
      reason.

    


    17.
      Nonassignability

    


    No
      Awards
      (other than unrestricted Stock Awards) or any other payment under the Plan
      shall
      be subject in any manner to alienation, anticipation, sale, transfer (except
      by
      will or the laws of descent and distribution), assignment, pledge, or
      encumbrance; provided, however, that the Committee may (but need not) permit
      other transfers where the Committee concludes that such transferability (i)
      does
      not result in accelerated taxation, (ii) does not cause any option intended
      to
      be an incentive stock option to fail to be described in Code Section 422(b),
      and
      (iii) is otherwise appropriate and desirable, taking into account any state
      or
      federal securities laws applicable to transferable Awards. During the lifetime
      of the Participant no Award shall be payable to or exercisable by anyone other
      than the Participant to whom it was granted, other than (a) in the case of
      a
      permanent


    Disability
      involving a mental incapacity or (b) in the case of an Award transferred in
      accordance with the preceding sentence.

    


    18.
      Changes in Capital Structure

    


    (a)           Mandatory
      Adjustments.  In the event of a nonreciprocal transaction between
      the Company and its stockholders that causes the per-share value of the Common
      Stock to change (including, without limitation, any stock dividend, stock split,
      spin-off, rights offering, or large nonrecurring cash dividend), the share
      authorization limits under Section 5 shall be adjusted proportionately, and
      the
      Committee shall make such adjustments to the Plan and Awards as it deems
      necessary, in its sole discretion, to prevent dilution or enlargement of rights
      immediately resulting from such transaction.  Action by the Committee
      may include: (i) adjustment of the number and kind of shares that may be
      delivered under the Plan; (ii) adjustment of the number and kind of shares
      subject to outstanding Awards; (iii) adjustment of the exercise price of
      outstanding Awards or the measure to be used to determine the amount of the
      benefit payable on an Award; and (iv) any other adjustments that the Committee
      determines to be equitable.  Without limiting the foregoing, in the
      event of a subdivision of the outstanding Common Stock (stock-split), a
      declaration of a dividend payable in shares of Common Stock, or a combination
      or
      consolidation of the outstanding Common Stock into a lesser number of shares,
      the shares then subject to each Award shall, without the necessity for any
      additional action by the Committee, be adjusted proportionately without any
      change in the aggregate purchase price therefor.

    


    (b)           Discretionary
      Adjustments.  Upon the occurrence or in anticipation of any
      corporate event or transaction involving the Company (including, without
      limitation, any merger, combination or exchange of shares, or any transaction
      described in Subsection 18(a), the Committee may, in its sole discretion,
      provide (i) that Awards will be settled in cash rather than Common Stock, (ii)
      that Awards will become immediately vested and exercisable and will expire
      after
      a designated period of time to the extent not then exercised, (iii) that Awards
      will be assumed by another party to a transaction or otherwise be equitably
      converted or substituted in connection with such transaction, (iv) that
      outstanding Awards may be settled by payment in cash or cash equivalents equal
      to the excess of the Fair Market Value of the underlying Common Stock, as of
      a
      specified date associated with the transaction, over the exercise price of
      the
      Award, (v) that performance targets and performance periods for performance
      Awards will be modified, consistent with Code Section 162(m) where applicable,
      or (vi) any combination of the foregoing.  The Committee’s
      determination need not be uniform and may be different for different
      Participants whether or not such Participants are similarly
      situated.

    


    (c)           General.  Any
      discretionary adjustments made pursuant to this Section 18 shall be subject
      to
      the provisions of Section 23.  To the extent that any adjustments made
      pursuant to this Section 18 cause incentive stock options to cease to qualify
      as
      such under applicable provisions of the Code, such options shall be deemed
      to be
      non-qualified stock options.


    19.
      Withholding Taxes

    


    The
      Company shall have the power and the right to deduct or withhold, or require
      a
      Participant to remit to the Company, an amount sufficient to satisfy Federal,
      state, and local taxes (including the Participant’s FICA obligation) required by
      law to be withheld with respect to any taxable event arising as a result of
      this
      Plan. With respect to withholding required upon any taxable event hereunder,
      the
      Company may elect in its discretion, and Participants may elect, subject to
      the
      approval of the Committee, to satisfy the withholding requirement, in whole
      or
      in part, by withholding or having the Company withhold shares of Common Stock
      having a Fair Market Value on the date the tax is to be determined equal to
      the
      minimum statutory total tax which could be imposed on the transaction. All
      elections by Participants shall be irrevocable, made in writing, and signed
      by
      the Participant.

    


    20.
      Noncompetition; Confidentiality

    


    A
      Participant will not, without the written consent of the Company, either during
      his or her employment by the Company or thereafter, disclose to anyone or make
      use of any confidential information which he or she has acquired during his
      or
      her employment relating to any of the business of the Company, except as such
      disclosure or use may be required in connection with his or her work as an
      employee of Company. During Participant’s employment by Company, and for a
      period of two years after the termination of such employment, he or she will
      not, either as principal, agent, consultant, employee or otherwise, engage
      in
      any work or other activity in competition with the Company in the field or
      fields in which he or she has worked for the Company. The agreement in this
      Section applies separately in the United States and in other countries but
      only
      to the extent that its application shall be reasonably necessary for the
      protection of the Company. Unless the Award Notice specifies otherwise, a
      Participant shall forfeit all rights under this Plan to any unexercised or
      unpaid Awards or to the deferral of any Award, dividend, or dividend equivalent,
      if, in the determination of the Committee, the Participant has violated the
      Agreement set forth in this Section 20, and in that event any further payment,
      deferral of payment, or other action with respect to any Award, dividend, or
      dividend equivalent shall be made or taken, if at all, in the sole discretion
      of
      the Committee. For purposes of this Section 20, “Company” shall include any
      Subsidiary employing the Participant.

    


    21.
      Regulatory Approvals and Listings

    


    Notwithstanding
      anything contained in the Plan to the contrary, the Company shall have no
      obligation to issue or deliver certificates of Common Stock evidencing Stock
      Awards or any other Award resulting in the payment of Common Stock prior to
      (a)
      the obtaining of any approval from any governmental agency which the Company
      shall, in its sole discretion, determine to be necessary or advisable, (b)
      the
      admission of such shares to listing on the stock exchange on which the Common
      Stock may be listed, and (c) the completion of any registration or other
      qualification of said shares under any State or


    Federal
      law or ruling of any governmental body that the Company shall, in its sole
      discretion, determine to be necessary or advisable.

    


    22.
      Plan Amendment

    


    Except
      as
      provided in Section 25 and Section 26, the Board or the Committee may, at any
      time and from time to time, suspend, amend, modify, or terminate the Plan
      without stockholder approval; provided, however, that if an amendment to the
      Plan would, in the reasonable opinion of the Board or the Committee, either
      (i)
      materially increase the benefits accruing to Participants, (ii) materially
      increase the number of shares of Common Stock issuable under the Plan, or (iii)
      materially modify the requirements for eligibility, then such amendment shall
      be
      subject to stockholder approval; and provided, further, that the Board or
      Committee may condition any amendment or modification on the approval of
      stockholders of the Company if such approval is necessary or deemed advisable
      to
      (i) permit Awards made hereunder to be exempt from liability under Section
      16(b)
      of the Exchange Act, (ii) to comply with the listing or other requirements
      of a
      stock exchange, or (iii) to satisfy any other tax, securities or other
      applicable laws, policies or regulations.

    


    23.
      Award Amendments

    


    Except
      as
      provided in Section 25 or Section 26, the Committee may amend, modify or
      terminate any outstanding Award without approval of the Participant; provided,
      however:

    


    (a)
      subject to the terms of the applicable Award Notice, such amendment,
      modification or termination shall not, without the Participant’s consent, reduce
      or diminish the value of such Award determined as if the Award had been
      exercised, vested, cashed in (at the spread value in the case of stock options
      or SARs) or otherwise settled on the date of such amendment or
      termination;

    


    (b)
      the
      original term of any stock option or SAR may not be extended without the prior
      approval of the stockholders of the Company;

    


    (c)
      except as otherwise provided in Section 18, the exercise price of any stock
      option or SAR may not be reduced, directly or indirectly, without the prior
      approval of the stockholders of the Company; and

    


    (d)
      no
      termination, amendment, or modification of the Plan shall adversely affect
      any
      Award previously granted under the Plan, without the written consent of the
      Participant affected thereby.

    


    24.
      Governing Law

    


    The
      Plan
      shall be governed by and construed in accordance with the laws of the State
      of
      Delaware, except as superseded by applicable Federal law.


    25.
      Change In Ownership

    


    (a)
      Background.  Upon a Change In Ownership: (i) the terms of this
      Section 25 shall immediately become operative, without further action or consent
      by any person or entity; (ii) all conditions, restrictions, and limitations
      in
      effect on any unexercised, unearned, unpaid, and/or deferred Award, or any
      other
      outstanding Award, shall immediately lapse as of the date of such event; (iii)
      no other terms, conditions, restrictions and/or limitations shall be imposed
      upon any Awards on or after such date, and in no circumstance shall an Award
      be
      forfeited on or after such date; and (iv) all unexercised, unvested, unearned,
      and/or unpaid Awards or any other outstanding Awards shall automatically become
      one hundred percent (100%) vested immediately.

    


    (b)
      Dividends and Dividend Equivalents.  Upon a Change In
      Ownership, all unpaid dividends and dividend equivalents and all interest
      accrued thereon, if any, shall be treated and paid under this Section 25 in
      the
      identical manner and time as the Award with respect to which such dividends
      or
      dividend equivalents have been credited. For example, if upon a Change In
      Ownership, an Award under this Section 25 is to be paid in a prorated fashion,
      all unpaid dividends and dividend equivalents with respect to such Award shall
      be paid according to the same formula used to determine the amount of such
      prorated Award.

    


    (c)
      Treatment of Performance Shares.  If a Change In Ownership
      occurs during the term of one or more performance periods for which the
      Committee has granted performance shares (hereinafter a “current performance
      period”), the term of each such current performance period shall immediately
      terminate upon the occurrence of such event. Upon a Change In Ownership, for
      each current performance period and each completed performance period for which
      the Committee has not on or before such date made a determination as to whether
      and to what degree the performance objectives for such period have been attained
      (hereinafter a “completed performance period”), it shall be assumed that the
      performance objectives have been attained at a level of one hundred percent
      (100%) or the equivalent thereof.

    


    A
      Participant in one or more current performance periods shall be considered
      to
      have earned and, therefore, be entitled to receive, a prorated portion of the
      Awards previously granted for each such performance period. Such prorated
      portion shall be determined by multiplying the number of performance shares
      granted to the Participant by a fraction, the numerator of which is the total
      number of whole and partial years (with each partial year being treated as
      a
      whole year) that have elapsed since the beginning of the performance period,
      and
      the denominator of which is the total number of years in such performance
      period.

    


    A
      Participant in one or more completed performance periods shall be considered
      to
      have earned and, therefore, be entitled to receive all the performance shares
      previously granted during each such performance period.


    (d)
      Valuation of Awards.  Upon a Change In Ownership, all
      outstanding Units of Common Stock, Freestanding SARs, stock options (including
      incentive stock options), and performance shares (including those earned as
      a
      result of the application of Subsection 25(c) above) and all other outstanding
      stock-based Awards, shall be valued and cashed out on the basis of the Change
      In
      Control Price.

    


    (e)
      Payment of Awards.  Upon a Change In Ownership, any
      Participant, whether or not still employed by the Company or a Subsidiary,
      shall
      be paid, in a single lump sum cash payment, as soon as practicable but in no
      event later than 75 days after the Change In Ownership (unless a later date
      is
      required by Section 30(b) hereof), the value of all of such Participant’s
      outstanding Units of Common Stock, Freestanding SARs, stock options (including
      incentive stock options), and performance shares (including those earned as
      a
      result of Subsection 25(c) above), and all other outstanding Awards, including
      those granted by the Committee pursuant to its authority under Subsection 3(h)
      hereof.

    


    For
      purposes of making any payment, the value of all Awards that are stock based
      shall be determined by the Change In Control Price.

    


    (f)
      Deferred Awards.  Upon a Change in Ownership, all Awards
      deferred by a Participant under Section 15 hereof, but for which such
      Participant has not received payment as of such date, shall be paid in a single
      lump-sum cash payment as soon as practicable, but in no event later than 90
      days
      after the Change In Ownership (unless a later date is required by Section 30(b)
      hereof). For purposes of making any payment, the value of all Awards that are
      stock based shall be determined by the Change In Control Price.

    


    (g)
      Miscellaneous.  Upon a Change In Ownership, (i) the provisions
      of Sections 16 and 20 (solely as such Section relates to noncompetition and
      not
      as such Section relates to confidentiality) shall become null and void and
      of no
      further force and effect; and (ii) no action, including, without limitation,
      the
      amendment, suspension, or termination of the Plan, shall be taken which would
      affect the rights of any Participant or the operation of the Plan with respect
      to any Award to which the Participant may have become entitled hereunder on
      or
      prior to the date of such action or as a result of such Change In
      Ownership.

    


    (h)
      Legal Fees.  The Company shall pay all reasonable legal fees
      and related expenses incurred by a Participant in seeking to obtain or enforce
      any payment, benefit or right such Participant may be entitled to under the
      Plan
      after a Change In Ownership; provided, however, the Participant shall be
      required to repay any such amounts to the Company to the extent a court of
      competent jurisdiction issues a final and non-appealable order setting forth
      the
      determination that the position taken by the Participant was frivolous or
      advanced in bad faith.

    


    (i)
      Adjustment to Provisions.  Notwithstanding that a Change in
      Ownership has occurred, the Committee may elect to deal with Awards in a manner
      different from that contained in this Section 25, in which case the provisions
      of this Section 25 shall not apply and such alternate terms shall apply. Such
      Committee action shall be effective only if it is

    made
      by
      the Committee prior to the occurrence of an event that otherwise would be or
      probably will lead to a Change in Ownership or after such event if made by
      the
      Committee a majority of which is composed of directors who were members of
      the
      Board immediately prior to the event that otherwise would be or probably will
      lead to a Change in Ownership.

    


    26.
      Change In Control.

    


    (a)
      Background.  All Participants shall be eligible for the
      treatment afforded by this Section 26 if their employment terminates within
      two
      years following a Change In Control, unless the termination is due to (i) death,
      (ii) Disability, (iii) Cause, (iv) resignation other than (A) resignation from
      a
      declined reassignment to a job that is not reasonably equivalent in
      responsibility or compensation (as defined in the Company’s termination
      allowance plan, if any), or that is not in the same geographic area (as defined
      in the Company’s termination allowance plan, if any), or (B) resignation within
      30 days following a reduction in base pay, or (v) retirement entitling the
      Participant to benefits under his or her employer’s retirement
      plan.

    


    For
      purposes hereof, “Cause” means (a) the continued failure by an Employee to
      substantially perform such Employee’s duties of employment after warnings
      identifying the lack of substantial performance are communicated to the Employee
      by the employer to identify the manner in which the employer believes that
      the
      Employee has not substantially performed such duties, or (b) the engaging by
      an
      Employee in illegal conduct that is materially and demonstrably injurious to
      the
      Company or a Subsidiary.

    


    (b)
      Vesting and Lapse of Restrictions.  If a Participant is
      eligible for treatment under this Section 26, (i) all of the conditions,
      restrictions, and limitations in effect on any of such Participant’s
      unexercised, unearned, unpaid and/or deferred Awards (or any other of such
      Participant’s outstanding Awards) shall immediately lapse as of the date of
      termination of employment; (ii) no other terms, conditions, restrictions and/or
      limitations shall be imposed upon any of such Participant’s Awards on or after
      such date, and in no event shall any of such Participant’s Awards be forfeited
      on or after such date; and (iii) all of such Participant’s unexercised,
      unvested, unearned and/or unpaid Awards (or any other of such Participant’s
      outstanding Awards) shall automatically become one hundred percent (100%) vested
      immediately upon termination of employment.

    


    (c)
      Dividends and Dividend Equivalents.  If a Participant is
      eligible for treatment under this Section 26, all of such Participant’s unpaid
      dividends and dividend equivalents and all interest accrued thereon, if any,
      shall be paid under this Section 26 in the identical manner and time as the
      Award with respect to which such dividend or dividend equivalents have been
      credited. For example, if upon a Change In Control, an Award under this Section
      26 is to be paid in a prorated fashion, all unpaid dividends and dividend
      equivalents with respect to such Award shall be paid according to the same
      formula used to determine the amount of such prorated Award.


    (d)
      Treatment of Performance Shares.  If a Participant holding
      performance shares is terminated under the conditions described in Subsection
      (a) above, the provisions of this Subsection (d) shall determine the manner
      in
      which such performance shares shall be paid to such Participant. For purposes
      of
      making such payment, each current performance period, as that term is defined
      in
      Subsection 25(c) hereof, shall be treated as terminating upon the date of the
      Participant’s termination of employment, and for each such current performance
      period and each completed performance period, as that term is defined in
      Subsection 25(c) hereof, it shall be assumed that the performance objectives
      have been attained at a level of one hundred percent (100%) or the equivalent
      thereof. If the Participant is participating in one or more current performance
      periods, he or she shall be considered to have earned and, therefore, be
      entitled to receive that prorated portion of the Awards previously granted
      for
      each such performance period, as determined in accordance with the formula
      established in Subsection 25(c) hereof. A Participant in one or more completed
      performance periods shall be considered to have earned and, therefore, be
      entitled to receive all the performance shares previously granted during each
      performance period.

    


    (e)
      Valuation of Awards.  If a Participant is eligible for
      treatment under this Section 26, such Participant’s Awards shall be valued and
      cashed out in accordance with the provisions of Subsection 25(d)
      hereof.

    


    (f)
      Payment of Awards.  If a Participant is eligible for treatment
      under this Section 26, such Participant shall be paid, in a single lump-sum
      cash
      payment, as soon as practicable but in no event later than 75 days after the
      date of such Participant’s termination of employment (unless a later date is
      required by Section 30(b) hereof), the value of all of such Participant’s
      outstanding Units of Common Stock, Freestanding SARs, stock options (including
      incentive stock options), and performance shares (including those earned as
      a
      result of Subsection 26(d) above), and all of such Participant’s other
      outstanding Awards. For purposes of making any payment, the value of all Awards
      that are stock based shall be determined by the Change In Control
      Price.

    


    (g)
      Deferred Awards.  If a Participant is eligible for treatment
      under this Section 26, all of the deferred Awards for which such Participant
      has
      not received payment as of the date of such Participant’s termination of
      employment shall be paid in a single lump-sum cash payment as soon as
      practicable, but in no event later than 90 days after the date of such
      Participant’s termination (unless a later date is required by Section 30(b)
      hereof). For purposes of making any payment, the value of all Awards that are
      stock based shall be determined by the Change In Control Price.

    


    (h)
      Miscellaneous.  Upon a Change In Control, (i) the provisions of
      Sections 16 and 20 (solely as such Section relates to noncompetition and not
      as
      such Section relates to confidentiality) shall become null and void and of
      no
      force and effect insofar as they apply to a Participant who has been terminated
      under the conditions described in Subsection (a) above; and (ii) no action,
      including, without limitation, the amendment, suspension or termination of
      the
      Plan, shall be taken that would affect the rights of such Participant or
      the

    operation
      of the Plan with respect to any Award to which the Participant may have become
      entitled hereunder on or prior to the date of the Change In Control or to which
      such Participant may become entitled as a result of such Change In
      Control.

    


    (i)
      Legal Fees.  The Company shall pay all reasonable legal fees
      and related expenses incurred by a Participant in seeking to obtain or enforce
      any payment, benefit or right such Participant may be entitled to under the
      Plan
      after a Change In Control; provided, however, the Participant shall be required
      to repay any such amounts to the Company to the extent a court of competent
      jurisdiction issues a final and non-appealable order setting forth the
      Determination that the position taken by the Participant was frivolous or
      advanced in bad faith.

    


    (j)
      Adjustment to Provisions.  Notwithstanding that a Change In
      Control has occurred, the Committee may elect to deal with Awards in a manner
      different from that contained in this Section 26, in which case the provisions
      of this Section 26 shall not apply and such alternate terms shall apply. Such
      Committee action shall be effective only if it is made by the Committee prior
      to
      the occurrence of an event that otherwise would be or probably will lead to
      a
      Change In Control or after such event if made by the Committee a majority of
      which is composed of directors who were members of the Board immediately prior
      to the event that  otherwise would be or probably will lead to a
      Change In Control.

    


    27.
No
      Right to Employment or Participation

    


    Participation
      in the Plan shall not give any Participant any right to remain in the employ
      of
      the Company or any Subsidiary. The Company or, in the case of employment with
      a
      Subsidiary, the Subsidiary, reserves the right to terminate the employment
      of
      any Participant at any time. Further, the adoption of the Plan shall not be
      deemed to give any Employee or any other individual any right to be selected
      as
      a Participant or to be granted an Award.

    


    28.
No
      Right, Title, or Interest in Company Assets

    


    No
      Participant shall have any rights as a stockholder as a result of participation
      in the Plan until the date of issuance of a stock certificate in such
      Participant’s name, and, in the case of restricted shares of Common Stock, such
      rights are granted to the Participant under Subsection 10(c) hereof. To the
      extent any person acquires a right to receive payments from the Company under
      the Plan, such rights shall be no greater than the rights of an unsecured
      creditor of the Company.

    


    29.
      Securities Laws

    


    With
      respect to Section 16 Insiders, transactions under this Plan are intended to
      comply with all applicable conditions of Rule 16b-3 or its successors under
      the
      Exchange Act. To the extent any provision of the Plan or action by the Committee
      fails so to comply, it shall be
      deemed
      null and void, to the extent permitted by law and deemed advisable by the
      Committee.

    


    30.
      Special Provisions related to Section 409A of the Code

    


    (a)
      Notwithstanding anything in the Plan or in any Award Notice to the contrary,
      to
      the extent that any amount or benefit that would constitute non-exempt “deferred
      compensation” for purposes of Section 409A of the Code would otherwise be
      payable or distributable under the Plan or any Award Notice by reason of the
      occurrence of a Change In Control, Change In Ownership, or the Participant’s
      Disability or separation from service, such amount or benefit will not be
      payable or distributable to the Participant by reason of such circumstance
      unless (i) the circumstances giving rise to such Change In Control, Change
      In Ownership, Disability or separation from service meet any description or
      definition of “change in control event”, “disability” or “separation from
      service”, as the case may be, in Section 409A of the Code and applicable
      regulations (without giving
      effect to any elective provisions that may be available under such
      definition), or (ii) the payment or distribution of such amount or
      benefit would be exempt from the application of Section 409A of the Code by
      reason of the short-term deferral exemption or otherwise.  This
      provision does not prohibit the vesting of any Award.  If this
      provision prevents the payment or distribution of any amount or benefit under
      the Plan or any Award Notice, such payment or distribution shall be made on
      the
      next earliest payment or distribution date or event specified in the Award
      Notice that is permissible under Section 409A.

    


    (b)
      If
      any one or more Awards granted under the Plan to a Participant could qualify
      for
      any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9),
      but such Awards in the aggregate exceed the dollar limit permitted for the
      separation pay exemptions, the Company (acting through the Committee or the
      Head
      of Human Resources) shall determine which Awards or portions thereof will be
      subject to such exemptions.

    


    (c)
      Notwithstanding anything in the Plan or in any Award Notice to the contrary,
      if
      any amount or benefit that would constitute non-exempt “deferred compensation”
for purposes of Section 409A of the Code would otherwise be payable or
      distributable under this Plan or any Award Notice by reason of a Participant’s
      separation from service during a period in which the Participant is a Specified
      Employee (as defined below), then, subject to any permissible acceleration
      of
      payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic
      relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment
      of
      employment taxes):

    


    (i)
      if
      the payment or distribution is payable in a lump sum, the Participant’s right to
      receive payment or distribution of such non-exempt deferred compensation will
      be
      delayed until the earlier of the Participant’s death or the first day of the
      seventh month following the Participant’s separation from service (subject to
      exceptions specified in the final regulations under Code Section 409A);
      and


    (ii)
      if
      the payment or distribution is payable over time, the amount of such non-exempt
      deferred compensation that would otherwise be payable during the six-month
      period immediately following the Participant’s separation from service will be
      accumulated and the Participant’s right to receive payment or distribution of
      such accumulated amount will be delayed until the earlier of the Participant’s
      death or the first day of the seventh month following the Participant’s
      separation from service (subject to exceptions specified in the final
      regulations under Code Section 409A), whereupon the accumulated amount will
      be
      paid or distributed to the Participant and the normal payment or distribution
      schedule for any remaining payments or distributions will resume.

    


    For
      purposes of this Plan, the term “Specified Employee” has the meaning given such
      term in Code Section 409A and the final regulations thereunder, provided,
      however, that, as permitted in such final regulations, the Company’s
      Specified Employees and its application of the six-month delay rule of Code
      Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted
      by
      the Board, which shall be applied consistently with respect to all nonqualified
      deferred compensation arrangements of the Company, including this
      Plan.

    


            
      (d) Eligible Participants who are service providers to a Subsidiary may be
      granted Options or SARs under this Plan only if the Subsidiary qualifies as
      an
“eligible issuer of service recipient stock” within the meaning of
§1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section
      409A.