ex10_01.htm


    
      
        
        

      

      
        
        

        
          


      

      
        
        

      

    


     

    
      EASTMAN
        CHEMICAL COMPANY

    

    
      2007
        OMNIBUS LONG-TERM COMPENSATION
        PLAN

    

    
      


    

    
      ARTICLE 1

    

    
      PURPOSE

    

    
      


    

    
           
        1.1.  GENERAL. The purpose of the Eastman Chemical
        Company 2007 Omnibus Long-Term Compensation Plan (the “Plan”) is to promote the
        success, and enhance the value, of Eastman Chemical Company (the “Company”), by
        linking the personal interests of employees, officers, and directors of the
        Company or any Affiliate (as defined below) to those of Company stockholders
        and
        by providing such persons with an incentive for outstanding performance.
        The
        Plan is further intended to provide flexibility to the Company in its ability
        to
        motivate, attract, and retain the services of employees, officers, and directors
        upon whose judgment, interest, and special effort the successful conduct
        of the
        Company’s operation is largely dependent. Accordingly, the Plan permits the
        grant of incentive awards from time to time to selected employees, officers,
        and
        directors of the Company and its Affiliates.

    

    
      


    

    
      ARTICLE 2

    

    
      DEFINITIONS

    

    
      


    

    
           
        2.1.     DEFINITIONS. When a word or
        phrase appears in this Plan with the initial letter capitalized, and the
        word or
        phrase does not commence a sentence, the word or phrase shall generally be
        given
        the meaning ascribed to it in this Section or in Section 1.1 unless a
        clearly different meaning is required by the context. The following words
        and
        phrases shall have the following meanings:

    

    
      	 	 
	
               

            	
              (a) “Affiliate”
                means (i) any Subsidiary or Parent, or (ii) an entity that
                directly or through one or more intermediaries controls, is controlled
                by
                or is under common control with, the Company, as determined by the
                Committee.

            
	
               

            	 
	
               

            	
                    (b) “Award”
                means any Option, Stock Appreciation Right, Restricted Stock Award,
                Restricted Stock Unit Award, Deferred Stock Unit Award, Performance
                Award,
                Dividend Equivalent Award, or Other Stock-Based Award awarded or
                granted
                to a Participant under the Plan.

            
	
               

            	 
	
               

            	
                    (c) “Award
                Notice” means a written document, in such form as the Committee
                prescribes from time to time, setting forth the terms and conditions
                of an
                Award. Award Notices may be in the form of individual award notices,
                agreements or certificates or a program document describing the terms
                and
                provisions of an Award or series of Awards under the Plan. The Committee
                may provide for the use of electronic, internet or other non-paper
                Award
                Notices, and the use of electronic, internet or other non-paper means
                for
                the acceptance thereof and actions thereunder by a
                Participant.

            
	
               

            	 
	
               

            	
                   (d) “Beneficial
                Owner” shall have the meaning given such term in Rule 13d-3 of
                the General Rules and Regulations under the
                1934 Act.

            
	
               

            	 
	
               

            	
              (e) “Board”
                means the Board of Directors of the
                Company.

            


    

     

    
      	
               

            	
                 (f) “Cause”
                as a reason for a Participant’s termination of employment shall have the
                meaning assigned such term in the employment, severance or similar
                agreement, if any, between such Participant and the Company or an
                Affiliate, provided, however that if there is no such employment,
                severance or similar agreement in which such term is defined, and
                unless
                otherwise defined in the applicable Award Notice, “Cause” shall mean any
                of the following acts by the Participant, as determined by the Committee:
                gross neglect of duty, prolonged absence from duty without the consent
                of
                the Company, material breach by the Participant of any published
                Company
                code of conduct or code of ethics; or willful misconduct, misfeasance
                or
                malfeasance of duty which is reasonably determined to be detrimental
                to
                the Company. With respect to a Participant’s termination of directorship,
                “Cause” means an act or failure to act that constitutes cause for removal
                of a director under applicable Delaware law. The determination of
                the
                Committee as to the existence of “Cause” shall be conclusive on the
                Participant and the Company.

            
	 	 
	
               

            	
                      (g) “Change
                in Control” means and includes the occurrence of any one of the
                following events:

            
	 	 
	
               

            	
                   
                (i) individuals who, on the Effective Date, constitute the Board of
                Directors of the Company (the “Incumbent Directors”) cease for any reason
                to constitute at least a majority of such Board, provided that any
                person
                becoming a director after the Effective Date and whose election or
                nomination for election was approved by a vote of at least a majority
                of
                the Incumbent Directors then on the Board shall be an Incumbent Director;
                provided, however, that no individual initially elected or nominated
                as a
                director of the Company as a result of an actual or threatened election
                contest with respect to the election or removal of directors (“Election
                Contest”) or other actual or threatened solicitation of proxies or
                consents by or on behalf of any Person other than the Board (“Proxy
                Contest”), including by reason of any agreement intended to avoid or
                settle any Election Contest or Proxy Contest, shall be deemed an
                Incumbent
                Director; or

            
	
               

            	 
	
               

            	
                   
                (ii) any person becomes a Beneficial Owner, directly or indirectly,
                of either (A) 35% or more of the then-outstanding shares of Stock or
                (B) securities of the Company representing 35% or more of the
                combined voting power of the Company’s then outstanding securities
                eligible to vote for the election of directors (the “Company Voting
                Securities”); provided, however, that for purposes of this
                subsection (ii), the following acquisitions of Stock or Company
                Voting Securities shall not constitute a Change in Control: (w) an
                acquisition directly from the Company, (x) an acquisition by the
                Company or a Subsidiary, (y) an acquisition by any employee benefit
                plan (or related trust) sponsored or maintained by the Company or
                any
                Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying
                Transaction (as defined in
                subsection (iii) below); or

            
	
               

            	 


    

     

    
      	
               

            	
                   
                (iii) the consummation of a reorganization, merger, consolidation,
                statutory share exchange or similar form of corporate transaction
                involving the Company or a Subsidiary (a “Reorganization”), or the sale or
                other disposition of all or substantially all of the Company’s assets (a
                “Sale”) or the acquisition of assets or stock of another corporation or
                other entity (an “Acquisition”), unless immediately following such
                Reorganization, Sale or Acquisition: (A) all or substantially all of
                the individuals and entities who were the Beneficial Owners, respectively,
                of the outstanding Stock and outstanding Company Voting Securities
                immediately prior to such Reorganization, Sale or Acquisition beneficially
                own, directly or indirectly, more than 50% of, respectively, the
                then
                outstanding shares of common stock and the combined voting power
                of the
                then outstanding voting securities entitled to vote generally in
                the
                election of directors, as the case may be, of the entity resulting
                from
                such Reorganization, Sale or Acquisition (including, without limitation,
                an entity which as a result of such transaction owns the Company
                or all or
                substantially all of the Company’s assets or stock either directly or
                through one or more subsidiaries, the “Surviving Entity”) in substantially
                the same proportions as their ownership, immediately prior to such
                Reorganization, Sale or Acquisition, of the outstanding Stock and
                the
                outstanding Company Voting Securities, as the case may be, and (B) no
                person (other than (x) the Company or any Subsidiary, (y) the
                Surviving Entity or its ultimate parent entity, or (z) any employee
                benefit plan (or related trust) sponsored or maintained by any of
                the
                foregoing) is the Beneficial Owner, directly or indirectly, of 35%
                or more
                of the total common stock or 35% or more of the total voting power
                of the
                outstanding voting securities eligible to elect directors of the
                Surviving
                Entity, and (C) at least a majority of the members of the board of
                directors of the Surviving Entity were Incumbent Directors at the
                time of
                the Board’s approval of the execution of the initial agreement providing
                for such Reorganization, Sale or Acquisition (any Reorganization,
                Sale or
                Acquisition which satisfies all of the criteria specified in (A),
                (B) and (C) above shall be deemed to be a “Non-Qualifying
                Transaction”); or

            
	
               

            	 
	
               

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

            
	 	 
	
               

            	
              (h) “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 Stock in a national securities
                market during the ninety (90) day period ending on the date the
                Change in Control occurs.

            
	 	 
	
               

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

            
	
               

            	 
	
               

            	
                     (j) “Code”
                means the U.S. Internal Revenue Code of 1986, as amended from time to
                time. For purposes of this Plan, references to sections of the Code
                shall
                be deemed to include references to any applicable regulations thereunder
                and any successor or similar provision, and will also include any
                proposed, temporary or final regulations, or any other guidance,
                promulgated with respect to such Section by the U.S. Department of
                the Treasury or Internal Revenue Service.

            
	
               

            	 
	
               

            	
                     (k) “Committee”
                means the committee or committees of the Board described in
                Article 4.

            


    

    


    
      	
               

            	
                     (l) “Company”
                means Eastman Chemical Company, a Delaware corporation, or any successor
                corporation.

            
	
               

            	 
	
               

            	
                    (m) “Continuous
                Status as a Participant” means the absence of any interruption or
                termination of service as an employee, officer, or director of the
                Company
                or any Affiliate, as applicable; provided, however, that for purposes
                of
                an Incentive Stock Option “Continuous Status as a Participant” means the
                absence of any interruption or termination of service as an employee
                of
                the Company or any Parent or Subsidiary, as applicable, pursuant
                to
                applicable tax regulations. Continuous Status as a Participant shall
                not
                be considered interrupted in the following cases: (ii) a Participant
                transfers employment between the Company and an Affiliate or between
                Affiliates, or (ii) in the discretion of the Committee as specified
                at or prior to such occurrence, in the case of a spin-off, sale or
                disposition of the Participant’s employer from the Company or any
                Affiliate, or (iii) any leave of absence authorized in writing by the
                Company prior to its commencement; provided, however, that for purposes
                of
                Incentive Stock Options, no such leave may exceed 90 days, unless
                reemployment upon expiration of such leave is guaranteed by statute
                or
                contract. If reemployment upon expiration of a leave of absence approved
                by the Company is not so guaranteed, on the 91st day of such leave
                any Incentive Stock Option held by the Participant shall cease to
                be
                treated as an Incentive Stock Option and shall be treated for tax
                purposes
                as a Nonstatutory Stock Option. Whether military, government or other
                service or other leave of absence shall constitute a termination
                of
                employment shall be determined in each case by the Committee for
                executive
                officers, or the Committee’s delegate for other employees, and any
                determination by the Committee or the Committee’s delegate shall be final
                and conclusive.

            
	
               

            	 
	
               

            	
                    (n) “Covered
                Employee” means a covered employee as defined in Code
                Section 162(m)(3).

            
	
               

            	 
	
               

            	
                    (o) “Deferred
                Stock Unit” means a right granted to a Participant under
                Article 9 to receive Shares of Stock (or the equivalent value in cash
                or other property if the Committee so provides) at a future time
                as
                determined by the Committee, or as determined by the Participant
                within
                guidelines established by the Committee in the case of voluntary
                deferral
                elections, which right may be subject to certain restrictions but
                is not
                subject to risk of forfeiture.

            
	
               

            	 
	
               

            	
              (p) “Disability”
                of a Participant means that the Participant (i) is unable to engage
                in any substantial gainful activity by reason of any medically
                determinable physical or mental impairment which can be expected
                to result
                in death or can be expected to last for a continuous period of not
                less
                than 12 months, or (ii) is, by reason of any medically
                determinable physical or mental impairment which can be expected
                to result
                in death or can be expected to last for a continuous period of not
                less
                than 12 months, receiving income replacement benefits for a period of
                not less than three months under an accident and health plan covering
                employees of the Participant’s employer. 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
                is Disabled will be made by the Committee for executive officers,
                or the
                Committee’s delegate for other employees, and may be supported by the
                advice of a physician competent in the area to which such Disability
                relates.

            
	
               

            	 
	
               

            	
              (q) “Dividend
                Equivalent” means a right granted to a Participant under
                Article 12.

            
	 	 


    

     

    
      	
               

            	
                     (r) “Effective
                Date” has the meaning assigned such term in
                Section 3.1.

            
	
               

            	 
	
               

            	
              (s) “Eligible
                Participant” means an employee, officer, or director of the Company
                or any Affiliate.

            
	
               

            	 
	
               

            	
                    (t) “Exchange”
                means the New York Stock Exchange or any national securities exchange
                on
                which the Stock may from time to time be listed or
                traded.

            
	
               

            	 
	
               

            	
                     (u) “Fair
                Market Value,” on any date, means (i) if the Stock is listed on
                a securities exchange, the closing sales price on such exchange or
                over
                such system on such date or, in the absence of reported sales on
                such
                date, the closing sales price on the immediately preceding date on
                which
                sales were reported, or (ii) if the Stock is not listed on a
                securities exchange, the mean between the bid and offered prices
                as quoted
                by Nasdaq for such date, provided that if it is determined that the
                fair
                market value is not properly reflected by such Nasdaq quotations,
                Fair
                Market Value will be determined by such other method as the Committee
                determines in good faith to be reasonable and in compliance with
                Code
                Section 409A.

            
	
               

            	 
	
               

            	
                     (v) “Full
                Value Award” means an Award other than in the form of an Option or
                SAR, and which is settled by the issuance of Stock.

            
	
               

            	 
	
               

            	
              (w) “Grant
                Date”
                of an Award means the first date on which all necessary corporate
                action
                has been taken to approve the grant of the Award as provided in the
                Plan,
                or such later date as is determined and specified as part of that
                authorization process. Notice of the grant shall be provided to the
                grantee within a reasonable time after the Grant Date.

            
	
               

            	 
	
               

            	
              (x) “Incentive
                Stock
                Option” means an Option that is intended to be an incentive stock
                option and meets the requirements of Section 422 of the Code or any
                successor provision.

            
	
               

            	 
	
               

            	
                     (y) “Independent
                Directors” means those members of the Board of Directors who qualify
                at any given time as “independent” directors under Section 303A of
                the New York Stock Exchange Listed Company Manual, “non-employee”
                directors under Rule 16b-3 of the 1934 Act, and “outside”
                directors under Section 162(m) of the Code.

            
	
               

            	 
	
               

            	
                       (z) “Non-Employee
                Director” means a director of the Company who is not a common law
                employee of the Company or an Affiliate.

            
	
               

            	 
	
               

            	
                     (aa) “Nonstatutory
                Stock Option” means an Option that is not an Incentive Stock
                Option.

            
	
               

            	 
	
               

            	
                     (bb) “Option”
                means a right granted to a Participant under Article 7 of the Plan to
                purchase Stock at a specified price during specified time periods.
                An
                Option may be either an Incentive Stock Option or a Nonstatutory
                Stock
                Option.

            
	
               

            	 
	
               

            	
                    (cc) “Other
                Stock-Based Award” means a right, granted to a Participant under
                Article 13 that relates to or is valued by reference to Stock or
                other Awards relating to Stock.

            
	
               

            	 
	
               

            	
                    (dd) “Parent”
                means a corporation, limited liability company, partnership or other
                entity which owns or beneficially owns a majority of the outstanding
                voting stock or voting power of the Company. Notwithstanding the
                above,
                with respect to an Incentive Stock Option, Parent shall have the
                meaning
                set forth in Section 424(e) of the
                Code.

            


    

    


    
      	
               

            	
              (ee) “Participant”
                means
                a person who, as an employee, officer, or director of the Company
                or any
                Affiliate, has been granted an Award under the Plan; provided that
                in the
                case of the death or Disability of a Participant, the term “Participant”
                refers to the Participant’s estate or other legal representative acting in
                a fiduciary capacity on behalf of the Participant under applicable
                state
                law and court supervision.

            
	
               

            	 
	
               

            	
                    (ff) “Performance
                Award” means an Award under Article 10 herein and subject to the
                terms of this Plan, denominated in Shares, the value of which at
                the time
                it is payable is determined as a function of the extent to which
                corresponding performance criteria have been achieved.

            
	
               

            	
                   

              (gg) “Person”
                means any individual, entity or group, within the meaning of
                Section 3(a)(9) of the 1934 Act and as used in
                Section 13(d)(3) or 14(d)(2) of the 1934 Act.

            
	 	 
	
               

            	
              (hh) “Plan”
                means
                this Eastman Chemical Company 2007 Omnibus Long-Term Compensation
                Plan, as
                amended from time to time.

            
	
               

            	 
	
               

            	
              (ii) “Prior
                Plans” means the Company’s 1994 Omnibus Long-Term Compensation Plan,
                1997 Omnibus Long-Term Compensation Plan, 2002 Omnibus Long-Term
                Compensation Plan, 1996 Non-Employee Director Stock Option Plan,
                1994 Director Long-Term Compensation Plan, 1999 Director
                Long-Term Compensation Plan and 2002 Director Long-Term Compensation
                Plan.

            
	
               

            	 
	
               

            	
              (jj) “Qualified
                Performance-Based Award” means an Award that is either
                (i) intended to qualify for the Section 162(m) Exemption and is
                made subject to performance goals based on Qualified Business Measures
                as
                set forth in Section 11.2, or (ii) an Option or SAR having an
                exercise price equal to or greater than the Fair Market Value of
                the
                underlying Stock as of the Grant Date.

            
	
               

            	 
	
               

            	
              (kk) “Qualified
                Business Measures” means one or more of the business measures listed
                in Section 11.2 upon which performance goals for certain Qualified
                Performance-Based Awards may be established by the
                Committee.

            
	
               

            	 
	
               

            	
                     (ll) “Restricted
                Stock Award” means Stock granted to a Participant under
                Article 9 that is subject to certain restrictions and to risk of
                forfeiture.

            
	
               

            	 
	
               

            	
                    (mm) “Restricted
                Stock Unit Award” means the right granted to a Participant under
                Article 9 to receive shares of Stock (or the equivalent value in cash
                or other property if the Committee so provides) in the future, which
                right
                is subject to certain restrictions and to risk of
                forfeiture.

            
	
               

            	 
	
               

            	
                     (nn) “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.

            
	
               

            	 


    

    


    
      	
               

            	
              (oo) “Shares”
                means shares of the Company’s Stock. If there has been an adjustment or
                substitution pursuant to Article 15, the term “Shares” shall also
                include any shares of stock or other securities that are substituted
                for
                Shares or into which Shares are adjusted pursuant to
                Article 15.

            
	
               

            	 
	
               

            	
                    (pp) “Stock”
                means the $0.01 par value common stock of the Company and such other
                securities of the Company as may be substituted for Stock pursuant
                to
                Article 15.

            
	
               

            	 
	
               

            	
              (qq) “Stock
                Appreciation Right” or “SAR” means a right granted to a
                Participant under Article 8 to receive a payment equal to the excess
                of the Fair Market Value of a Share as of the date of exercise of
                the SAR
                over the base price of the SAR, all as determined pursuant to
                Article 8.

            
	
               

            	 
	
               

            	
                     (rr) “Subsidiary”
                means any corporation, limited liability company, partnership or
                other
                entity, domestic or foreign, of which a majority of the outstanding
                voting
                stock or voting power is beneficially owned directly or indirectly
                by the
                Company. Notwithstanding the above, with respect to an Incentive
                Stock
                Option, Subsidiary shall have the meaning set forth in Section 424(f)
                of the Code.

            
	
               

            	 
	
               

            	
                    (ss) “1933 Act”
                means the Securities Act of 1933, as amended from time to
                time.

            
	
               

            	 
	
               

            	
                     (tt) “1934 Act”
                means the Securities Exchange Act of 1934, as amended from time to
                time.

            


    

    
      


    

    
      


    

    
      ARTICLE 3

    

    
      EFFECTIVE
        TERM OF PLAN

    

    
      


    

    
           
        3.1.     EFFECTIVE DATE. The Plan shall
        be effective as of the date it is approved by the stockholders of the Company
        (the “Effective Date”).

    

    
      


    

    
           
        3.2.     TERMINATION OF PLAN. The Plan
        shall terminate on the fifth anniversary of the Effective Date unless earlier
        terminated as provided herein. The termination of the Plan on such date shall
        not affect the validity of any Award outstanding on the date of termination,
        which shall continue to be governed by the applicable terms and conditions
        of
        this Plan.

    

    
      


    

    
      


    

    
      ARTICLE 4

    

    
      ADMINISTRATION

    

    
       

    

    
          
        4.1.     COMMITTEE. The Plan shall be
        administered by a Committee appointed by the Board (which Committee shall
        consist of at least two directors) or, at the discretion of the Board from
        time
        to time, the Plan may be administered by the Board. It is intended that at
        least
        two of the directors appointed to serve on the Committee shall be Independent
        Directors and that any such members of the Committee who do not so qualify
        shall
        abstain from participating in any decision to make or administer Awards that
        are
        made to Eligible Participants who at the time of consideration for such Award
        (i) are persons subject to the short-swing profit rules of Section 16
        of the 1934 Act, or (ii) are reasonably anticipated to become Covered
        Employees during the term of the Award. However, the mere fact that a Committee
        member shall fail to qualify as an Independent Director or shall fail to
        abstain
        from such action shall not invalidate any Award made by the Committee which
        Award is otherwise validly made under the Plan. The members
        of

    


    
      the
        Committee shall be appointed by, and may be changed at any time and from
        time to
        time in the discretion of, the Board. Unless and until changed by the Board,
        the
        Compensation and Management Development Committee of the Board is designated
        as
        the Committee to administer the Plan, and in the case of Awards to Non-Employee
        Directors, the Nominating and Corporate Governance Committee of the Board
        is
        designated as the Committee to administer the Plan. The Board may reserve
        to
        itself any or all of the authority and responsibility of the Committee under
        the
        Plan or may act as administrator of the Plan for any and all purposes. To
        the
        extent the Board has reserved any authority and responsibility or during
        any
        time that the Board is acting as administrator of the Plan, it shall have
        all
        the powers of the Committee hereunder, and any reference herein to the Committee
        (other than in this Section 4.1) shall include the Board. To the extent any
        action of the Board under the Plan conflicts with actions taken by the
        Committee, the actions of the Board shall control.

    

    
      


    

    
           
        4.2.     ACTION AND INTERPRETATIONS BY THE
        COMMITTEE. For purposes of administering the Plan, the Committee may
        from time to time adopt rules, regulations, guidelines and procedures for
        carrying out the provisions and purposes of the Plan and make such other
        determinations, not inconsistent with the Plan, as the Committee may deem
        appropriate. The Committee’s interpretation of the Plan, any Awards granted
        under the Plan, any Award Notice and all decisions and determinations by
        the
        Committee with respect to the Plan are final, binding, and conclusive on
        all
        parties. Each member of the Committee is entitled to, in good faith, rely
        or act
        upon any report or other information furnished to that member by any officer
        or
        other employee of the Company or any Affiliate, the Company’s or an Affiliate’s
        independent certified public accountants, Company counsel or any executive
        compensation consultant or other professional retained by the Company or
        the
        Committee to assist in the administration of the Plan.

    

    
      


    

    
           
        4.3.     AUTHORITY OF COMMITTEE. Except
        as provided in Section 4.1 and 4.5 hereof, the Committee has the exclusive
        power, authority and discretion to:

    

    
      	 	 
	
               

            	
                   
                (a) Grant Awards;

            
	
               

            	 
	
               

            	
                   
                (b) Designate Participants;

            
	
               

            	 
	
               

            	
                   
                (c) Determine the type or types of Awards to be granted to each
                Participant;

            
	
               

            	 
	
               

            	
                   
                (d) Determine the number of Awards to be granted and the number of
                Shares or dollar amount to which an Award will relate;

            
	
               

            	 
	
               

            	
                   
                (e) Determine the terms and conditions of any Award granted under the
                Plan;

            
	
               

            	 
	
               

            	
                   
                (f) Accelerate the vesting, exercisability or lapse of restrictions
                of any outstanding Award, subject to and in accordance with
                Article 11 or 14;

            
	
               

            	 
	
               

            	
                   
                (g) Determine whether, to what extent, and under what circumstances
                an Award may be settled in, or the exercise price of an Award may
                be paid
                in, cash, Stock, other Awards, or other property, or an Award may
                be
                canceled, forfeited, or surrendered;

            
	
               

            	 
	
               

            	
                   
                (h) Prescribe the form of each Award Notice, which need not be
                identical for each Participant;

            
	 	 
	
               

            	
                   
                (i) Decide all other matters that must be determined in connection
                with an Award;

            


    

    


    
      	
               

            	
                   
                (j) Establish, adopt or revise any rules, regulations, guidelines or
                procedures as it may deem necessary or advisable to administer the
                Plan;

            
	
               

            	 
	
               

            	
                   
                (k) Make all other decisions and determinations that may be required
                under the Plan or as the Committee deems necessary or advisable to
                administer the Plan;

            
	
               

            	 
	
               

            	
                   
                (l) Amend the Plan or any Award Notice as provided
                herein; and

            
	
               

            	 
	
               

            	
                   
                (m) Adopt such modifications, procedures, and subplans as may be
                necessary or desirable to comply with provisions of the laws of
                non-U.S. jurisdictions in which the Company or any Affiliate may
                operate, in order to assure the viability of the benefits of Awards
                granted to participants located in such other jurisdictions and to
                meet
                the objectives of the Plan.

            


    

    
      


    

    
           
        Notwithstanding the foregoing, Awards to Non-Employee Directors hereunder
        shall
        be made only in accordance with the terms, conditions and parameters of a
        subplan to this Plan, program, or policy for the compensation of Non-Employee
        Directors adopted by the Board as in effect from time to time, and the Committee
        may not make grants hereunder to Non-Employee Directors outside of the terms
        of
        such a Subplan, program, or policy.

    

    
      


    

    
           
        4.4.     DELEGATION.

    

    
      	 	 
	
               

            	
                   
                (a) Administrative Duties. The Committee may delegate to one
                or more of its members or to one or more officers of the Company
                or an
                Affiliate or to one or more agents or advisors such administrative
                duties
                or powers as it may deem advisable, and the Committee or any individuals
                to whom it has delegated duties or powers as aforesaid may employ
                one or
                more individuals to render advice with respect to any responsibility
                the
                Committee or such individuals may have under this Plan.

            
	
               

            	 
	
               

            	
                   
                (b) Special Committee. The Board may, by resolution,
                expressly delegate to a special committee, consisting of one or more
                directors who are also officers of the Company, the authority, within
                specified parameters as to the number and terms of Awards, to
                (i) designate officers and/or employees of the Company or any of its
                Affiliates to be recipients of Awards under the Plan, and (ii) to
                determine the number of such Awards to be received by any such
                Participants; provided, however, that such delegation of duties and
                responsibilities to an officer of the Company may not be made with
                respect
                to the grant of Awards to eligible participants (a) who are subject
                to Section 16(a) of the 1934 Act at the Grant Date, or
                (b) who as of the Grant Date are reasonably anticipated to be become
                Covered Employees during the term of the Award. The acts of such
                delegates
                shall be treated hereunder as acts of the Board and such delegates
                shall
                report regularly to the Board and the Committee regarding the delegated
                duties and responsibilities and any Awards so
                granted.

            


    

    
      


    

    
           
        4.5.     AWARD NOTICES. Each Award
        shall be evidenced by an Award Notice. Each Award Notice shall include such
        provisions, not inconsistent with the Plan, as may be specified by the
        Committee.

    


    
      ARTICLE 5

    

    
      SHARES
        SUBJECT TO THE PLAN

    

    
      


    

    
           
        5.1.     NUMBER OF SHARES. Subject to
        adjustment as provided in Section 5.2 and Article 15, the aggregate
        number of Shares reserved and available for issuance pursuant to Awards granted
        under the Plan shall be 4,100,000, which shall consist of a number of Shares
        not
        previously authorized for issuance under any plan. The maximum number of
        Shares
        that may be issued upon exercise of Incentive Stock Options granted under
        the
        Plan shall be 4,100,000.

    

    
      


    

    
           
        5.2.     SHARE COUNTING. Shares covered
        by an Award shall be removed from the Plan share reserve as of the date of
        grant, but shall be added back to the Plan share reserve in accordance with
        this
        Section 5.2.

    

    
      


    

    
                 (a) To
        the extent that an Award is canceled, terminates, expires, is forfeited or
        lapses for any reason, any unissued or forfeited Shares subject to the Award
        will again be available for issuance pursuant to Awards granted under the
        Plan.

    

    
      


    

    
                 (b) Shares
        subject to Awards settled in cash will again be available for issuance pursuant
        to Awards granted under the Plan.

    

    
      


    

    
                 (c) Shares
        withheld from an Award or tendered to the Company by a Participant to satisfy
        minimum tax withholding requirements with respect to an Award will again
        be
        available for issuance pursuant to Awards granted under the
        Plan.

    

    
      


    

    
           
        (d) If the exercise price of an Option is satisfied by tendering Shares to
        the Company (by either actual delivery or attestation), such tendered Shares
        will again be available for issuance pursuant to Awards granted under the
        Plan.

    

    
      


    

    
           
        (e) To the extent that the full number of Shares subject to an Option or
        SAR is not issued upon exercise of the Option or SAR for any reason, including
        by reason of net-settlement of the Award, the Shares underlying the Award
        in
        excess of the number of Shares actually issued and delivered to the Participant
        will again be available for issuance pursuant to Awards granted under the
        Plan.

    

    
      


    

    
           
        (f)  Substitute Awards granted pursuant to Section 14 of the Plan
        shall not count against the Shares otherwise available for issuance under
        the
        Plan under Section 5.1.

    

    
      


    

    
           
        5.3.     STOCK DISTRIBUTED. Any Stock
        distributed pursuant to an Award may consist, in whole or in part, of authorized
        and unissued Stock, treasury Stock or Stock purchased on the open
        market.

    

    
      


    

    
           
        5.4.     LIMITATION ON AWARDS.
        Notwithstanding any provision in the Plan to the contrary (but subject to
        adjustment as provided in Article 15):

    

    
      	 	 
	
               

            	
                   
                (a) Options. The maximum aggregate number of Shares subject
                to Options granted under the Plan in any 12-month period to any one
                Participant shall be 400,000.

            
	
               

            	 
	
               

            	
                   
                (b) SARs. The maximum number of Shares subject to Stock
                Appreciation Rights granted under the Plan in any 12-month period
                to any
                one Participant shall be 400,000.

            


    

    


    
      	
               

            	
                   
                (c) Restricted Stock or Restricted Stock Units. The maximum
                aggregate grant of performance-based Awards of Restricted Stock or
                Restricted Stock Units under the Plan in any 12-month period to any
                one
                Participant shall be 250,000.

            
	
               

            	 
	
               

            	
                   
                (d) Performance Awards. The maximum aggregate number of
                Shares that a Participant may receive in any 12-month period under
                a
                Performance Award under the Plan shall be 250,000 Shares, determined
                as of the date of vesting or payout, as applicable.

            
	
               

            	 
	
               

            	
                   
                (e) Other Stock-Based Awards. The maximum aggregate grant
                with respect to Other Stock-Based Awards under the Plan in any 12-month
                period to any one Participant shall be
                250,000 Shares.

            


    

    
      


    

    
           
        5.5.     MINIMUM VESTING REQUIREMENTS.
        Except in the case of substitute Awards granted pursuant to Section 14.8 or
        Awards granted as an inducement to join the Company or an Affiliate as a
        new
        employee to replace forfeited awards from a former employer, Full-Value Awards
        granted under the Plan to an employee or officer shall either (i) be
        subject to a minimum vesting period of three years (which may include graduated
        vesting within such three-year period), or one year if the vesting is based
        on
        performance criteria other than continued service, or (ii) be granted
        solely in exchange for foregone cash compensation. Notwithstanding the
        foregoing, (i) the minimum-vesting restrictions of this Section 5.5
        shall not apply with respect to a maximum of 5% of the Shares authorized
        to be
        issued under the Plan, and (ii) the Committee may permit acceleration of
        vesting of any Full Value Awards in the event of the Participant’s death,
        Disability, or Retirement, or a Change in Control.

    

    
      


    

    
      


    

    
      ARTICLE 6

    

    
      ELIGIBILITY

    

    
      


    

    
           
        6.1.     GENERAL. Awards may be granted
        only to Eligible Participants. Incentive Stock Options may be granted to
        only to
        Eligible Participants who are employees of the Company or a Parent or Subsidiary
        as defined in Section 424(e) and (f) of the Code. Eligible
        Participants who are employees of an Affiliate may only be granted Options
        or
        SARs to the extent that the Affiliate is part of: (i) the Company’s
        controlled group of corporations, or (ii) a trade or business under common
        control with the Company, as of the Grant Date, as determined within the
        meaning
        of Code Section 414(b) or 414(c), and substituting for this purpose
        ownership of at least 50% (or 20% in the case of an Option or SAR granted
        to an
        employee of a joint venture partner based on “legitimate business criteria”
within the meaning of Code Section 409A), of the Affiliate to determine the
        members of the controlled group of corporations and the entities under common
        control.

    


    
      ARTICLE 7

    

    
      STOCK
        OPTIONS

    

    
      


    

    
           
        7.1.     GENERAL. The Committee is
        authorized to grant Options to Participants on the following terms and
        conditions:

    

    
      	 	 
	
               

            	
                   
                (a) EXERCISE PRICE. The exercise price per Share under an
                Option shall be determined by the Committee, provided that the exercise
                price for any Option (other than an Option issued as a substitute
                Award
                pursuant to Section 14.8) shall not be less than the Fair Market
                Value as of the Grant Date.

            
	
               

            	 
	
               

            	
                   
                (b) PROHIBITION ON REPRICING. Except as otherwise provided
                in Article 15, the exercise price of an Option may not be reduced,
                directly or indirectly by cancellation and regrant or otherwise,
                without
                the prior approval of the stockholders of the Company.

            
	
               

            	 
	
               

            	
                   
                (c) TIME AND CONDITIONS OF EXERCISE. The Committee shall
                determine the time or times at which an Option may be exercised in
                whole
                or in part, subject to Section 7.1(e). 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 or
                vested.

            
	
               

            	 
	
               

            	
                   
                (d) PAYMENT. 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, or other property (including
                “brokered or other cashless exercise” arrangements), and the methods by
                which Shares shall be delivered or deemed to be delivered to
                Participants.

            
	
               

            	 
	
               

            	
                   
                (e) EXERCISE TERM. Except for Nonstatutory Options granted
                to Participants outside the United States, no Option granted under
                the
                Plan shall be exercisable for more than ten years from the Grant
                Date.

            
	
               

            	 
	
               

            	
                   
                (f) NO DEFERRAL FEATURE. No Option shall provide for any
                feature for the deferral of compensation other than the deferral
                of
                recognition of income until the later of the exercise or disposition
                of
                the Option, or the time the Stock acquired pursuant to the exercise
                of the
                Option first becomes substantially vested.

            
	
               

            	 
	
               

            	
                   
                (g)  OTHER TERMS. All Options shall be evidenced by an
                Award Notice. Subject to the limitations of this Article 7, the
                terms, methods of exercise, methods of settlement, form of consideration
                payable in settlement, and any other terms and conditions of any
                Option
                shall be determined by the Committee at the time of the grant of
                the
                Option and shall be reflected in the Award
                Notice.

            


    

    
      


    

    
           
        7.2.     INCENTIVE STOCK OPTIONS. The
        terms of any Incentive Stock Options granted under the Plan must comply with
        the
        requirements of Section 422 of the Code. If all of the requirements of
        Section 422 of the Code are not met, the Option shall automatically become
        a Nonstatutory Stock Option.

    



    
      ARTICLE 8

    

    
      STOCK
        APPRECIATION RIGHTS

    

    
      


    

    
           
        8.1.     GRANT OF STOCK APPRECIATION
        RIGHTS. The Committee is authorized to grant Stock
        Appreciation Rights to Participants on the following terms and
        conditions:

    

    
      	 	 
	
               

            	
                   
                (a) STAND-ALONE AND TANDEM STOCK APPRECIATION
                RIGHTS. Stock Appreciation Rights granted under the Plan
                may, in the discretion of the Committee, be granted either alone
                or in
                tandem with an Option granted under the Plan.

            
	
               

            	 
	
               

            	
                   
                (b) RIGHT TO PAYMENT. Upon the exercise of a SAR,
                the Participant to whom it is granted has the right to receive, for
                each
                Share with respect to which the SAR is being exercised, the excess,
                if
                any, of:

            
	 	 
	
               

            	
                   
                (1) The Fair Market Value of one Share on the date of exercise;
                over

            
	
               

            	 
	
               

            	
                   
                (2) The base price of the SAR as determined by the Committee, which
                shall not be less than the Fair Market Value of one Share on the
                Grant
                Date.

            
	 	 
	
               

            	
                   
                (c) PROHIBITION ON REPRICING. Except as otherwise
                provided in Article 15, the base price of a SAR may not be reduced,
                directly or indirectly by cancellation and regrant or otherwise,
                without
                the prior approval of the stockholders of the Company.

            
	
               

            	 
	
               

            	
                   
                (d) EXERCISE TERM. Except for SARs granted to
                Participants outside the United States, no SAR shall be exercisable
                for
                more than ten years from the Grant Date.

            
	
               

            	 
	
               

            	
                   
                (e) NO DEFERRAL FEATURE. No SAR shall provide for
                any feature for the deferral of compensation other than the deferral
                of
                recognition of income until the later of the exercise of the SAR,
                or the
                time any Stock acquired pursuant to the exercise of the SAR first
                becomes
                substantially vested.

            
	
               

            	 
	
               

            	
                   
                (f) OTHER TERMS. All SARs shall be evidenced by an
                Award Notice. Subject to the limitations of this Article 8, the
                terms, methods of exercise, methods of settlement, form of consideration
                payable in settlement, and any other terms and conditions of any
                SAR shall
                be determined by the Committee at the time of the grant of the Award
                and
                shall be reflected in the Award Notice.

               

            


    

    
      


    

    
      ARTICLE 9

    

    
      RESTRICTED
        STOCK, RESTRICTED STOCK UNITS

    

    
      AND
        DEFERRED STOCK UNITS

    

    
      


    

    
           
        9.1.     GRANT OF RESTRICTED STOCK, RESTRICTED
        STOCK UNITS AND DEFERRED STOCK UNITS. The Committee is
        authorized to make Awards of Restricted Stock, Restricted Stock Units or
        Deferred Stock Units to Participants in such amounts and subject to such
        terms
        and conditions as may be selected by the Committee. An Award of Restricted
        Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an
        Award Notice setting forth the terms, conditions, and restrictions applicable
        to
        the Award.

    

    
      


    

    
           
        9.2.     ISSUANCE AND
        RESTRICTIONS. Restricted Stock, Restricted Stock Units or
        Deferred Stock Units shall be subject to such restrictions on transferability
        and other restrictions

    

    
      as
        the
        Committee may impose (including, without limitation, limitations on the right
        to
        vote Restricted Stock or the right to receive dividends on the Restricted
        Stock). These restrictions may lapse separately or in combination at such
        times,
        under such circumstances, in such installments, upon the satisfaction of
        performance goals or otherwise, as the Committee determines at the time of
        the
        grant of the Award or thereafter. Except as otherwise provided in an Award
        Notice or any special Plan document governing an Award, the Participant shall
        have all of the rights of a stockholder with respect to the Restricted Stock,
        and the Participant shall have none of the rights of a stockholder with respect
        to Restricted Stock Units or Deferred Stock Units until such time as Shares
        of
        Stock are paid in settlement of the Restricted Stock Units or Deferred Stock
        Units. Unless otherwise provided in the applicable Award Agreement, Awards
        of
        Restricted Stock will be entitled to full dividend rights, and any dividends
        paid thereon will be paid or distributed to the holder 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 stockholders, 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.

    

    
       

    

    
          
        9.3.     FORFEITURE. Except as
        otherwise determined by the Committee at the time of the grant of the Award
        or
        thereafter, upon termination of Continuous Status as a Participant during
        the
        applicable restriction period or upon failure to satisfy a performance goal
        during the applicable restriction period, Restricted Stock or Restricted
        Stock
        Units that are at that time subject to restrictions shall be
        forfeited.

    

    
      


    

    
           
        9.4.     DELIVERY OF RESTRICTED
        STOCK. Shares of Restricted Stock shall be delivered to the
        Participant at the time of grant either by book-entry registration or by
        delivering to the Participant, or a custodian or escrow agent (including,
        without limitation, the Company or one or more of its employees) designated
        by
        the Committee, a stock certificate or certificates registered in the name
        of the
        Participant. If physical certificates representing shares of Restricted Stock
        are registered in the name of the Participant, such certificates must bear
        an
        appropriate legend referring to the terms, conditions, and restrictions
        applicable to such Restricted Stock.

    

    
      


    

    
      


    

    
      ARTICLE 10

    

    
      PERFORMANCE
        AWARDS

    

    
      


    

    
           
        10.1.     GRANT OF PERFORMANCE
        AWARDS. The Committee is authorized to grant Performance
        Awards to Participants on such terms and conditions as may be selected by
        the
        Committee. The Committee shall have the complete discretion to determine
        the
        number of Performance Awards granted to each Participant, subject to
        Section 5.4, and to designate the provisions of such Performance Awards as
        provided in Section 4.3. All Performance Awards shall be evidenced by an
        Award Notice or a written program established by the Committee, pursuant
        to
        which Performance Awards are awarded under the Plan under uniform terms,
        conditions and restrictions set forth in such written
        program.

    

    
      


    

    
           
        10.2.     PERFORMANCE GOALS.
        The Committee may establish performance goals for Performance Awards which
        may
        be based on any criteria selected by the Committee. Such performance goals
        may
        be described in terms of Company-wide objectives or in terms of objectives
        that
        relate to the performance of the Participant, an Affiliate or a division,
        region, department or function within the Company or an Affiliate, and may
        relate to relative performance as compared to an outside reference or peer
        group. If the Committee determines that a change in the business, operations,
        corporate structure or capital structure of the Company or the manner in
        which
        the Company or an Affiliate conducts its business, or other events
        or

    


    
      circumstances
        render performance goals to be unsuitable, the Committee may modify such
        performance goals in whole or in part, as the Committee deems appropriate.
        If a
        Participant is promoted, demoted or transferred to a different business unit
        or
        function during a performance period, the Committee may determine that the
        performance goals or performance period are no longer appropriate and may
        (i) adjust, change or eliminate the performance goals or the applicable
        performance period as it deems appropriate to make such goals and period
        comparable to the initial goals and period, or (ii) make a cash payment to
        the participant in an amount determined by the Committee. The foregoing two
        sentences shall not apply with respect to a Performance Award that is intended
        to be a Qualified Performance-Based Award if the recipient of such award
        (a) was a Covered Employee on the date of the modification, adjustment,
        change or elimination of the performance goals or performance period, or
        (b) in the reasonable judgment of the Committee, may be a Covered Employee
        on the date the Performance Award is expected to be paid.

    

    
      


    

    
           
        10.3.     RIGHT TO PAYMENT.
        The grant of a Performance Award to a Participant will entitle the Participant
        to receive at a specified later time a specified number of Shares if the
        performance goals established by the Committee are achieved and the other
        terms
        and conditions thereof are satisfied. The Committee shall set performance
        goals
        and other terms or conditions to payment of the Performance Awards in its
        discretion which, depending on the extent to which they are met, will determine
        the number or value of the Performance Awards that will be paid to the
        Participant.

    

    
      


    

    
      ARTICLE 11

    

    
      QUALIFIED
        PERFORMANCE-BASED AWARDS

    

    
      


    

    
           
        11.1.     OPTIONS AND STOCK APPRECIATION
        RIGHTS. The provisions of the Plan are intended to ensure that
        all Options and Stock Appreciation Rights granted hereunder to any Covered
        Employee shall qualify for the Section 162(m) Exemption; provided that the
        exercise or base price of such Award is not less than the Fair Market Value
        of
        the Shares on the Grant Date.

    

    
      


    

    
           
        11.2.     OTHER AWARDS. When
        granting any other Award, 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 Business Measures, which performance
        goals may be expressed in terms of Company-wide objectives or in terms of
        objectives that relate to the performance of an Affiliate or a division,
        region,
        department or function within the Company or an Affiliate:

    

    
      	 	 
	
               

            	
                   
                (a) Net earnings or net income (before or after
                taxes);

            
	
               

            	 
	
               

            	
                   
                (b) Earnings per share;

            
	
               

            	 
	
               

            	
                   
                (c) Net sales or revenue growth;

            
	
               

            	 
	
               

            	
                   
                (d) Net operating profit;

            
	
               

            	 
	
               

            	
                   
                (e) Return measures (including, but not limited to, return on assets,
                capital, invested capital, equity, sales, or
                revenue);

            


    

    


    
      	
               

            	
                   
                (f)  Cash flow (including, but not limited to, operating cash
                flow, free cash flow, cash flow return on equity, and cash flow return
                on
                investment);

            
	
               

            	 
	
               

            	
                   
                (g) Earnings before or after taxes, interest, depreciation, and/or
                amortization;

            
	
               

            	 
	
               

            	
                   
                (h) Gross or operating margins;

            
	
               

            	 
	
               

            	
                   
                (i) Productivity ratios;

            
	
               

            	 
	
               

            	
                   
                (j) Share price (including, but not limited to, growth measures and
                total stockholder return);

            
	
               

            	 
	
               

            	
                   
                (k) Expense targets;

            
	
               

            	 
	
               

            	
                   
                (l) Margins;

            
	
               

            	 
	
               

            	
                   
                (m) Operating efficiency;

            
	
               

            	 
	
               

            	
                   
                (n) Market share;

            
	
               

            	 
	
               

            	
                   
                (o) Customer satisfaction;

            
	
               

            	 
	
               

            	
                   
                (p) Working capital targets;

            
	
               

            	 
	
               

            	
                   
                (q) Economic value added or EVA®
                (net
                operating profit after tax minus the sum of capital multiplied by
                the cost
                of capital); and

            
	
               

            	 
	
               

            	
                   
                (r) Operating Earnings.

            


    

    
      


    

    
           
        Performance goals with respect to the foregoing Qualified Business Measures
        may
        be specified in absolute terms, in percentages, or in terms of growth from
        period to period or growth rates over time, as well as measured relative
        to the
        performance of a group of comparator companies, or a published or special
        index,
        or a stock market index, that the Committee deems appropriate. Any member
        of a
        comparator group or index that disappears during a measurement period shall
        be
        disregarded for the entire measurement period. Performance Goals need not
        be
        based upon an increase or positive result under a business criterion and
        could
        include, for example, the maintenance of the status quo or the limitation
        of
        economic losses (measured, in each case, by reference to a specific business
        criterion).

    

    
      


    

    
           
        11.3.     PERFORMANCE GOALS.
        Each Qualified Performance-Based Award (other than a market-priced 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 Business Measures, together with the satisfaction of
        any
        other conditions, such as continued employment, as the Committee may determine
        to be appropriate; provided, however, that the Committee may provide, either
        in
        connection with the grant thereof or by amendment thereafter, that achievement
        of such performance goals will be waived, in whole or in part, upon (i) the
        termination of employment of a Participant by reason of death, Retirement
        or
        Disability, or (ii) the occurrence of a Change in Control. Performance
        periods established by the Committee for any such Qualified Performance-Based
        Award may be as short as three months and may be any longer
        period.

    


    
           
        11.4.     INCLUSIONS AND EXCLUSIONS FROM
        PERFORMANCE MEASURES. The Committee may provide in any
        Qualified Performance-Based Award that any evaluation of performance may
        include
        or exclude any of the following events that occurs during a Performance Period:
        (a) asset write-downs, (b) litigation or claim judgments or
        settlements, (c) the effect of changes in tax laws, accounting principles,
        or other laws or provisions affecting reported results, (d) any
        reorganization and restructuring programs, (e) extraordinary nonrecurring
        items as described in Accounting Principles Board Opinion No. 30 and/or in
        management’s discussion and analysis of financial condition and results of
        operations appearing in the Company’s annual report to stockholders for the
        applicable year or in the quarterly report on Form 10-Q for the applicable
        quarter, (f) acquisitions or divestitures, and (g) foreign exchange
        gains and losses. To the extent such inclusions or exclusions affect Awards
        to
        Covered Employees, they shall be prescribed in a form that meets the
        requirements of Code Section 162(m) for deductibility.

    

    
      


    

    
           
        11.5.     CERTIFICATION OF PERFORMANCE
        GOALS. Any payment of a Qualified Performance-Based Award
        granted with performance goals pursuant to Section 11.3 above 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 Section 11.3, no Qualified Performance-Based Award
        held by a Covered Employee or by an employee who in the reasonable judgment
        of
        the Committee may be a Covered Employee on the date of payment, 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 Business 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. The Committee shall retain the discretion to
        adjust such Awards downward, either on a formula or discretionary basis or
        any
        combination, as the Committee determines.

    

    
      


    

    
           
        11.6.     AWARD LIMITS.
        Section 5.4 sets forth the maximum number of Shares or dollar value that
        may be granted in any one-year period to a Participant in designated forms
        of
        Qualified Performance-Based Awards.

    

    
      


    

    
      ARTICLE 12

    

    
      DIVIDEND
        EQUIVALENTS

    

    
      


    

    
           
        12.1.     GRANT OF DIVIDEND
        EQUIVALENTS. The Committee is authorized to grant Dividend
        Equivalents to Participants subject to such terms and conditions as may be
        selected by the Committee. Dividend Equivalents shall entitle the Participant
        to
        receive payments equal to dividends with respect to all or a portion of the
        number of Shares subject to an Award, as determined by the Committee. The
        Committee may provide that Dividend Equivalents be paid or distributed when
        accrued or be deemed to have been reinvested in additional Shares, or otherwise
        reinvested. Unless otherwise provided in the applicable Award Agreement,
        Dividend Equivalents will be paid or distributed 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 stockholders, or (ii) the first calendar year in
        which the Participant’s right to such Dividends Equivalents is no longer subject
        to a substantial risk of forfeiture.

    



    
      ARTICLE 13

    

    
      STOCK
        OR
        OTHER STOCK-BASED AWARDS

    

    
      


    

    
           
        13.1.     GRANT OF STOCK OR OTHER STOCK-BASED
        AWARDS. The Committee is authorized, subject to limitations
        under applicable law, to grant to Participants such other Awards that are
        payable in, valued in whole or in part by reference to, or otherwise based
        on or
        related to Shares, as deemed by the Committee to be consistent with the purposes
        of the Plan, including without limitation Shares awarded purely as a “bonus” and
        not subject to any restrictions or conditions, convertible or exchangeable
        debt
        securities, other rights convertible or exchangeable into Shares, and Awards
        valued by reference to book value of Shares or the value of securities of
        or the
        performance of specified Parents or Subsidiaries. The Committee shall determine
        the terms and conditions of such Awards.

    

    
      


    

    
      


    

    
      ARTICLE 14

    

    
      PROVISIONS
        APPLICABLE TO AWARDS

    

    
      


    

    
           
        14.1.     PAYMENT OF AWARDS.
        Payment of Awards shall be made in Stock, except that in special circumstances
        where deemed necessary or expedient, the Committee may in its discretion
        provides that an Award may be made settled in cash or any other form of
        property. In addition, payment of Awards may include such terms, conditions,
        restrictions and/or limitations, if any, as the Committee deems appropriate,
        including, 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; provided, however, that no payment of Awards
        shall
        be made earlier than the first date that such payment may be made without
        causing the Participant to incur an excise tax under Section 409A of the
        Code.

    

    
      


    

    
           
        14.2.     LIMITS ON TRANSFER.
        No right or interest of a Participant in any unexercised or restricted Award
        may
        be pledged, encumbered, or hypothecated to or in favor of any party other
        than
        the Company or an Affiliate, or shall be subject to any lien, obligation,
        or
        liability of such Participant to any other party other than the Company or
        an
        Affiliate. No unexercised or restricted Award shall be assignable or
        transferable by a Participant other than by will or the laws of descent and
        distribution; provided, however, that the Committee may (but need not) permit
        other transfers (other than transfers for value) 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 factors deemed relevant,
        including without limitation, state or federal tax or securities laws applicable
        to transferable Awards.

    

    
      


    

    
           
        14.3.     STOCK TRADING
        RESTRICTIONS. All Stock issuable under the Plan is subject to
        any stop-transfer orders and other restrictions as the Committee deems necessary
        or advisable to comply with federal or state securities laws, rules and
        regulations and the rules of any national securities exchange or automated
        quotation system on which the Stock is listed, quoted, or traded. The Committee
        may place legends on any Stock certificate or issue instructions to the transfer
        agent to reference restrictions applicable to the Stock.

    

    
      


    

    
           
        14.4.     ACCELERATION UPON TERMINATION OF
        SERVICE. If a person’s Continuous Status as a Participant
        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
        applicable

    


    
      Award
        Notice provides otherwise. Subject to Sections 11.3 and 17.3, the Committee
        shall have the authority to promulgate rules and regulations to
        (i) determine what events constitute 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.

    

    
      


    

    
           
        14.5.     CHANGE IN
        OWNERSHIP.

    

    
      


    

    
               (a) Vesting
        and Lapse of Restrictions. Upon a Change in Ownership,
        (i) the terms of this Section 14.5 shall immediately become operative,
        without further action or consent by any person or entity, (ii) all of the
        conditions, restrictions, and limitations in effect on any unexercised,
        unearned, unpaid and/or deferred Awards, or any other outstanding Award,
        shall
        immediately lapse as of effective date of the Change in Ownership; (iii) no
        other terms, conditions, restrictions and/or limitations shall be imposed
        upon
        any Awards on or after such date, and in no event shall an Award be forfeited
        on
        or after such date; and (iv) subject to Section 14.5(c) below, all
        unexercised, unvested, unearned and/or unpaid Awards, or any other outstanding
        Awards, shall automatically become one hundred percent (100%) vested
        immediately. Any Awards shall thereafter continue or lapse in accordance
        with
        the other provisions of the Plan and the Award Notice. To the extent that
        this
        provision causes Incentive Stock Options to exceed the dollar limitation
        set
        forth in Code Section 422(d), the excess Options shall be deemed to be
        Nonstatutory Stock Options.

    

    
      


    

    
           
        (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 14.5 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 14.5 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 Awards. If a Change in Ownership occurs during
        the term of one or more performance periods under outstanding Performance
        Awards
        (“current performance periods”) the term of each current performance period
        shall be treated as terminating upon the date of the Change in Ownership,
        and
        for each such 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”), the payout
        opportunities shall be deemed to have been met as of the Change in Ownership
        based upon (A) an assumed achievement of all relevant performance goals at
        the “target” level if the Change in Ownership occurs during the first half of
        the applicable performance period, or (B) the actual level of achievement
        of all relevant performance goals against target, calculated as of the end
        of
        the last calendar quarter prior to the Change in Ownership, if the Change
        in
        Ownership occurs during the second half of the applicable performance period.
        If
        a Participant is participating in one or more performance periods, he or
        she
        shall be considered to have earned and, therefore, be entitled to receive,
        a
        prorated portion of the Performance Awards for each such performance period,
        calculated as set forth above. Such prorated portion shall be determined
        based
        on the total number of whole and partial years (with each partial year being
        treated as a whole year) that have elapsed as of the Change in Ownership
        since
        the beginning of the performance period, divided by the total number of years
        in
        such performance period.

    


    
      (d) Valuation
        and Payment
        of Awards. Upon a Change in Ownership, each Participant,
        whether or not still employed by the Company or an Affiliate, shall be paid,
        in
        a single lump-sum cash payment, as soon as practicable but not later than
        seventy-five (75) days after the effective date of the Change in Ownership
        (unless a later date is required by Section 17.3 hereof)), the value of all
        of
        such Participant’s outstanding and/or deferred Awards (including those earned as
        a result of the application of Section 14.5(c) above). For purposes of
        calculating the cash-out value of Awards for purposes of this Section 14.5,
        the Change-in-Control Price shall be used as the Fair Market Value of the
        Shares
        as of the date of the Change in Ownership.

    

    
      


    

    
      (e) 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.

    

    
      


    

    
              (f) 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 14.5, in which case the provisions of this
        Section 14.5 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.

    

    
      


    

    
           
        14.6.     CHANGE IN
        CONTROL.

    

    
      


    

    
      (a) Eligibility.
        All Participants shall be eligible for the treatment afforded by this
        Section 14.6 if their employment or directorship 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 thirty (30) days following a reduction
        in base pay, or (v) retirement entitling the Participant to benefits under
        his or her employer’s retirement plan.

    

    
      


    

    
      (b) Vesting
        and Lapse of
        Restrictions. If a Participant is eligible for treatment under
        this Section 14.6, (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 or
        directorship; (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) subject to Section 14.6(c) below, 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
        or
        directorship. Any Awards shall thereafter continue or lapse in accordance
        with
        the other provisions of the Plan and the Award Notice. To the extent that
        this
        provision causes Incentive Stock Options to exceed the dollar limitation
        set
        forth in Code Section 422(d), the excess Options shall be deemed to be
        Nonstatutory Stock Options.

    


    
      (c) Dividends
        and Dividend
        Equivalents. All unpaid dividends and Dividend Equivalents and
        all interest accrued thereon, if any, shall be treated and paid under this
        Section 14.6 in the identical manner and time as the Award with respect to
        which such dividends or dividend equivalents have been credited. For example,
        if
        an Award is to be paid under this Section 14.6 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 Awards. If a Participant holding Performance
        Awards is terminated under the conditions above, the provisions of this
        Section 14.6 shall determine the manner in which such Performance Awards
        shall be paid to such Participant. For purposes of making such payment, each
        current performance period shall be treated as terminating upon the date
        of the
        Participant’s termination, and for each such 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, the payout opportunities shall
        be
        deemed to have been met as of the date of termination based upon (A) an
        assumed achievement of all relevant performance goals at the “target” level if
        the date of termination occurs during the first half of the applicable
        performance period, or (B) the actual level of achievement of all relevant
        performance goals against target, calculated as of the end of the last calendar
        quarter prior to the date of termination, if the termination occurs during
        the
        second half of the applicable performance period. If a Participant is
        participating in one or more performance periods, he or she shall be considered
        to have earned and, therefore, be entitled to receive, a prorated portion
        of the
        Performance Awards for each such performance period, calculated as set forth
        above. Such prorated portion shall be determined based on the total number
        of
        whole and partial years (with each partial year being treated as a whole
        year)
        that have elapsed as of the date of termination since the beginning of the
        performance period, divided by the total number of years in such performance
        period.

    

    
      


    

    
      (e) Valuation
        and Payment
        of Awards. If a Participant is eligible for treatment under this
        Section 14.6, such Participant shall be paid, in a single lump-sum cash
        payment, as soon as practicable but not later than seventy-five (75) days
        after
        the date of such Participant’s termination (unless a later date is required by
        Section 17.3 hereof), the value of all of such Participant’s outstanding and/or
        deferred Awards (including those earned as a result of the application of
        Section 14.6(c) above). For purposes of calculating the cash-out value of
        Awards for purposes of this Section 14.6, the Change-in-Control Price shall
        be used as the Fair Market Value of the Shares as of the date of
        termination.

    

    
      


    

    
      (f) 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.

    

    
      


    

    
      (g) 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 14.6, in which case the provisions of this
        Section 14.6 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.

    


         
      14.7.     FORFEITURE
      EVENTS.

    
      


    

    
                 (a) The
        Committee may specify in an Award Notice that the Participant’s rights, payments
        and benefits with respect to an Award shall be subject to reduction,
        cancellation, forfeiture or recoupment upon the occurrence of certain specified
        events, in addition to any otherwise applicable vesting or performance
        conditions of an Award. Such events shall include, but shall not be limited
        to,
        termination of employment for cause, violation of material Company or Affiliate
        policies, breach of non-competition, confidentiality or other restrictive
        covenants that may apply to the Participant, or other conduct by the Participant
        that is detrimental to the business or reputation of the Company or any
        Affiliate.

    

    
      


    

    
              (b) If
        the Company is required to prepare an accounting restatement due to the material
        noncompliance of the Company, as a result of misconduct, with any financial
        reporting requirement under the securities laws, if a Participant knowingly
        or
        grossly negligently engaged in the misconduct, or knowingly or grossly
        negligently failed to prevent the misconduct, or if the Participant is one
        of
        the individuals subject to automatic forfeiture under Section 304 of the
        Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the
        amount of any payment in settlement of an Award earned or accrued during
        the
        12-month period following the first public issuance or filing with the United
        States Securities and Exchange Commission (whichever just occurred) of the
        financial document embodying such financial reporting
        requirement.

    

    
      


    

    
           
        14.8.     SUBSTITUTE AWARDS. The
        Committee may grant Awards under the Plan in substitution for stock and
        stock-based awards held by employees of another entity who become employees
        of
        the Company or an Affiliate as a result of a merger or consolidation of the
        former employing entity with the Company or an Affiliate or the acquisition
        by
        the Company or an Affiliate of property or stock of the former employing
        corporation. The Committee may direct that the substitute Awards be granted
        on
        such terms and conditions as the Committee considers appropriate in the
        circumstances.

    

    
      


    

    
      


    

    
      ARTICLE 15

    

    
      CHANGES
        IN CAPITAL STRUCTURE

    

    
      


    

    
           
        15.1.     MANDATORY ADJUSTMENTS. In the
        event of a nonreciprocal transaction between the Company and its stockholders
        that causes the per-share value of the Stock to change (including, without
        limitation, any stock dividend, stock split, spin-off, rights offering, or
        large
        nonrecurring cash dividend), the authorization limits under Section 5.1 and
        5.4 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 Stock (stock-split), a declaration of a dividend payable in Shares,
        or a combination or consolidation of the outstanding Stock into a lesser
        number
        of Shares, the authorization limits under Section 5.1 and 5.4 shall
        automatically be adjusted proportionately, and the Shares then subject to
        each
        Award shall automatically, without the necessity for any additional action
        by
        the Committee, be adjusted proportionately without any change in the aggregate
        purchase price therefor.

    


    
           
        15.2     DISCRETIONARY ADJUSTMENTS.
        Upon the occurrence or in anticipation of any corporate event or transaction
        involving the Company (including, without limitation, any merger,
        reorganization, recapitalization, combination or exchange of shares, or any
        transaction described in Section 15.1), the Committee may, in its sole
        discretion, provide (i) that Awards will be settled in cash rather than
        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 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.

    

    
      


    

    
           
        15.3     GENERAL. Any discretionary
        adjustments made pursuant to this Article 15 shall be subject to the
        provisions of Section 16.2. To the extent that any adjustments made
        pursuant to this Article 15 cause Incentive Stock Options to cease to
        qualify as Incentive Stock Options, such Options shall be deemed to be
        Nonstatutory Stock Options.

    

    
      


    

    
      


    

    
      ARTICLE 16

    

    
      AMENDMENT,
        MODIFICATION AND TERMINATION

    

    
      


    

    
           
        16.1.     AMENDMENT, MODIFICATION AND
        TERMINATION. The Board may, at any time and from time to time, 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,
        either (i) materially increase the number of Shares available under the
        Plan, (ii) expand the types of awards under the Plan, (iii) materially
        expand the class of participants eligible to participate in the Plan,
        (iv) materially extend the term of the Plan, or (v) otherwise
        constitute a material change requiring stockholder approval under applicable
        laws, policies or regulations or the applicable listing or other requirements
        of
        an Exchange, then such amendment shall be subject to stockholder approval;
        and
        provided, further, that the Board may condition any other amendment or
        modification on the approval of stockholders of the Company for any reason,
        including by reason of such approval being necessary or deemed advisable
        (i) to comply with the listing or other requirements of an Exchange, or
        (ii) to satisfy any other tax, securities or other applicable laws,
        policies or regulations.

    


    
           
        16.2.     AWARDS PREVIOUSLY
        GRANTED. At any time and from time to time, the Board 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 or otherwise settled on the date of
                such
                amendment or termination (with the per-share value of an Option or
                SAR for
                this purpose being calculated as the excess, if any, of the Fair
                Market
                Value as of the date of such amendment or termination over the exercise
                or
                base price of such Award);

            
	
               

            	 
	
               

            	
                   

                   (b) The
                original term of an Option or SAR may not be extended without the
                prior
                approval of the stockholders of the Company;

            
	
               

            	 
	
               

            	
                      (c)  Except
                as otherwise provided in Article 15, the exercise price of an 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. An outstanding Award shall not
                be
                deemed to be “adversely affected” by a Plan amendment if such amendment
                would not reduce or diminish the value of such Award determined as
                if the
                Award had been exercised, vested, cashed in or otherwise settled
                on the
                date of such amendment (with the per-share value of an Option or
                SAR for
                this purpose being calculated as the excess, if any, of the Fair
                Market
                Value as of the date of such amendment over the exercise or base
                price of
                such Award).

            


    

    
      


    

    
           
        16.3.   COMPLIANCE
        AMENDMENTS.  Notwithstanding anything in the Plan or
        in any Award Notice to the contrary, the Board may amend the Plan or an Award
        Notice, to take effect retroactively or otherwise, as deemed necessary or
        advisable for the purpose of conforming the Plan or Award Notice to any present
        or future law relating to plans of this or similar nature (including, but
        not
        limited to, Section 409A of the Code), and to the administrative
        regulations and rulings promulgated thereunder. By accepting an Award under
        this
        Plan, a Participant agrees to any amendment made pursuant to this
        Section 16.3 to any Award granted under the Plan without further
        consideration or action.

    

    
      


    

    
      


    

    
      ARTICLE 17

    

    
      GENERAL
        PROVISIONS

    

    
        

    

    
      17.1.    RIGHTS
        OF PARTICIPANTS.

    

    
      


    

    
                 (a) No
        Participant or any Eligible Participant shall have any claim to be granted
        any
        Award under the Plan. Neither the Company, its Affiliates nor the Committee
        is
        obligated to treat Participants or Eligible Participants uniformly, and
        determinations made under the Plan may be made by the Committee selectively
        among Eligible Participants who receive, or are eligible to receive, Awards
        (whether or not such Eligible Participants are similarly
        situated).

    

    
             
       
        (b)  Nothing in the Plan, any Award Notice or any other document or
        statement made with respect to the Plan, shall interfere with or limit in
        any
        way the right of the Company or anyAffiliate to terminate any Participant’s
        employment or status as an officer, or any Participant’s service as a director,
        at any time, nor confer upon any Participant any right to continue as an
        employee, officer, or director of the Company or any Affiliate, whether for
        the
        duration of a Participant’s Award or otherwise.

    

    
       

    

    
               (c)  Neither
        an Award nor any benefits arising under this Plan shall constitute an employment
        contract with the Company or any Affiliate and, accordingly, subject to
        Article 16, this Plan and the benefits hereunder may be terminated at any
        time in the sole and exclusive discretion of the Committee without giving
        rise
        to any liability on the part of the Company or an of its
        Affiliates.

    

    
      


    

    
               (d) No
        Award gives a Participant any of the rights of a stockholder of the Company
        unless and until Shares are in fact issued to such person in connection with
        such Award.

    

    
      


    

    
      17.2.     WITHHOLDING.
        The Company or any Affiliate shall have the authority 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, domestic or foreign, (including
        the
        Participant’s FICA obligation) required by law to be withheld with respect to
        any exercise, lapse of restriction or other taxable event arising as a result
        of
        the Plan. With respect to withholding required upon any taxable event under
        the
        Plan, the Committee may, at the time the Award is granted or thereafter,
        require
        or permit that any such withholding requirement be satisfied, in whole or
        in
        part, by withholding from the Award Shares having a Fair Market Value on
        the
        date of withholding equal to the minimum amount (and not any greater amount)
        required to be withheld for tax purposes, all in accordance with such procedures
        as the Committee establishes. All such elections shall be subject to any
        restrictions or limitations that the Committee, in its sole discretion, deems
        appropriate.

    

    
       

    

    
             17.3.     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 “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 the 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 proposed or final regulations, 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 or the vesting of any right to eventual payment or
        distribution of any amount or benefit under the Plan or any Award
        Notice.

    

       

    
      	
              (b)
                Notwithstanding anything in 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 if and
                to the
                extent necessary to comply with Code Section
                409A:

            


    

    


    (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
      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.

    

    
      


    

    
           
        17.4.     UNFUNDED STATUS OF
        AWARDS. The Plan is intended to be an “unfunded” plan for
        incentive and deferred compensation. With respect to any payments not yet
        made
        to a Participant pursuant to an Award, nothing contained in the Plan or any
        Award Notice shall give the Participant any rights that are greater than
        those
        of a general creditor of the Company or any Affiliate. This Plan is not intended
        to be subject to ERISA. Participants shall have no right, title, or interest
        whatsoever in or to any investments that the Company and/or its Affiliates
        may
        make to aid it in meeting its obligations under this Plan. Nothing contained
        in
        this Plan, and no action taken pursuant to its provisions, shall create or
        be
        construed to create a trust of any kind, or a fiduciary relationship between
        the
        Company and any Participant, beneficiary, legal representative, or any other
        individual.

    

    
      


    

    
           
        17.5.    RELATIONSHIP TO OTHER
        BENEFITS. No payment under the Plan shall be taken into
        account in determining any benefits under any pension, retirement, savings,
        profit sharing, group insurance, welfare or benefit plan of the Company or
        any
        Affiliate unless provided otherwise in such other plan.

    

    
      


    

    
           
        17.6.   EXPENSES. The expenses of
        administering the Plan shall be borne by the Company and its
        Affiliates.

    

    
      


    

    
           
        17.7.    TITLES AND HEADINGS. The
        titles and headings of the Sections in the Plan are for convenience of reference
        only, and in the event of any conflict, the text of the Plan, rather than
        such
        titles or headings, shall control.

    

    
      


    

    
           
        17.8.    GENDER AND NUMBER. Except
        where otherwise indicated by the context, any masculine term used herein
        also
        shall include the feminine; the plural shall include the singular and the
        singular shall include the plural.

    


    
           
        17.9.    FRACTIONAL SHARES. No
        fractional Shares shall be issued and the Committee shall determine, in its
        discretion, whether cash shall be given in lieu of fractional Shares or whether
        such fractional Shares shall be eliminated by rounding up or
        down.

    

    
      


    

    
           
        17.10.    UNCERTIFICATED SHARES. To
        the extent that this Plan provides for issuance of certificates to reflect
        the
        transfer of Shares, the transfer of such Shares may be effected on a
        noncertificated basis, to the extent not prohibited by applicable law or
        the
        rules of any Exchange.

    

    
      


    

    
        
  17.11.    GOVERNMENT
        AND OTHER REGULATIONS.

    

    
      


    

    
           
        (a) Notwithstanding any other provision of the Plan, no Participant who
        acquires Shares pursuant to the Plan may, during any period of time that
        such
        Participant is an affiliate of the Company (within the meaning of the rules
        and
        regulations of the Securities and Exchange Commission under the 1933 Act),
        sell such Shares, unless such offer and sale is made (i) pursuant to an
        effective registration statement under the 1933 Act, which is current and
        includes the Shares to be sold, or (ii) pursuant to an appropriate
        exemption from the registration requirement of the 1933 Act, such as that
        set forth in Rule 144 promulgated under the
        1933 Act.

    

    
      


    

    
           
        (b) Notwithstanding any other provision of the Plan, if at any time the
        Committee shall determine that the registration, listing or qualification
        of the
        Shares covered by an Award upon any Exchange or under any foreign, federal,
        state or local law or practice, or the consent or approval of any governmental
        regulatory body, is necessary or desirable as a condition of, or in connection
        with, the granting of such Award or the purchase or receipt of Shares
        thereunder, no Shares may be purchased, delivered or received pursuant to
        such
        Award unless and until such registration, listing, qualification, consent
        or
        approval shall have been effected or obtained free of any condition not
        acceptable to the Committee. Any Participant receiving or purchasing Shares
        pursuant to an Award shall make such representations and agreements and furnish
        such information as the Committee may request to assure compliance with the
        foregoing or any other applicable legal requirements. The Company shall not
        be
        required to issue or deliver any certificate or certificates for Shares under
        the Plan prior to the Committee’s determination that all related requirements
        have been fulfilled. The Company shall in no event be obligated to register
        any
        securities pursuant to the 1933 Act or applicable state or foreign law or
        to take any other action in order to cause the issuance and delivery of such
        certificates to comply with any such

    

    
       

    

    
          
        17.12.     GOVERNING LAW. To
        the extent not governed by federal law, the Plan and all Award Notices shall
        be
        construed in accordance with and governed by the laws of the State of
        Delaware.

    

    
         

    

    
          
        17.13.     ADDITIONAL
        PROVISIONS. Each Award Notice may contain such other terms and
        conditions as the Committee may determine; provided that such other terms
        and
        conditions are not inconsistent with the provisions of the
        Plan.

    

    
      


    

    
           
        17.14.     NO LIMITATIONS ON RIGHTS OF
        COMPANY. The grant of any Award shall not in any way affect
        the right or power of the Company to make adjustments, reclassification or
        changes in its capital or business structure or to merge, consolidate, dissolve,
        liquidate, sell or transfer all or any part of its business or assets. The
        Plan
        shall not restrict the authority of the Company, for proper corporate purposes,
        to draft or assume awards, other than under the Plan, to or with respect
        to any
        person. If the Committee so directs, the Company may issue or
        transfer

    


    
      Shares
        to
        an Affiliate, for such lawful consideration as the Committee may specify,
        upon
        the condition or understanding that the Affiliate will transfer such Shares
        to a
        Participant in accordance with the terms of an Award granted to such Participant
        and specified by the Committee pursuant to the provisions of the
        Plan.

    

    
      


    

    
           
        17.15.  INDEMNIFICATION. Each person who is
        or shall have been a member of the Committee, or of the Board, or an officer
        of
        the Company to whom authority was delegated in accordance with Article 4
        shall be indemnified and held harmless by the Company against and from any
        loss,
        cost, liability, or expense that may be imposed upon or reasonably incurred
        by
        him or her in connection with or resulting from any claim, action, suit,
        or
        proceeding to which he or she may be a party or in which he or she may be
        involved by reason of any action taken or failure to act under the Plan and
        against and from any and all amounts paid by him or her in settlement thereof,
        with the Company’s approval, or paid by him or her in satisfaction of any
        judgment in any such action, suit, or proceeding against him or her, provided
        he
        or she shall give the Company an opportunity, at its own expense, to handle
        and
        defend the same before he or she undertakes to handle and defend it on his
        or
        her own behalf, unless such loss, cost, liability, or expense is a result
        of his
        or her own willful misconduct or except as expressly provided by statute.
        The
        foregoing right of indemnification shall not be exclusive of any other rights
        of
        indemnification to which such persons may be entitled under the Company’s
        charter or bylaws, by contract, as a matter of law, or otherwise, or any
        power
        that the Company may have to indemnify them or hold them
        harmless.