exv10w1



 





Exhibit 10.1




DISCOVERY HOLDING COMPANY

2005 INCENTIVE PLAN




(As Amended and Restated Effective August 15, 2007)




ARTICLE I




Purpose and Amendment of Plan




     1.1 Purpose. The purpose of the Plan is to promote the success of the Company by providing a
method whereby (i) eligible employees of the Company and its Subsidiaries and (ii) independent
contractors providing services to the Company and its Subsidiaries may be awarded additional
remuneration for services rendered and encouraged to invest in capital stock of the Company,
thereby increasing their proprietary interest in the Company’s businesses, encouraging them to
remain in the employ of the Company or its Subsidiaries, and increasing their personal interest in
the continued success and progress of the Company and its Subsidiaries. The Plan is also intended
to aid in (i) attracting Persons of exceptional ability to become officers and employees of the
Company and its Subsidiaries and (ii) inducing independent contractors to agree to provide services
to the Company and its Subsidiaries.



     1.2 Amendment and Restatement of Plan. The Plan is hereby amended and restated as of August
15, 2007 by the Board of the Company to make certain clarifying changes to Section 4.2 hereof.



ARTICLE II




Definitions




     2.1 Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the
following meanings (whether used in the singular or plural):




     “Affiliate” of the Company means any corporation, partnership or other business
association that, directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with the Company.




     “Agreement” means a stock option agreement, stock appreciation rights agreement,
restricted shares agreement, stock units agreement, cash award agreement or an agreement
evidencing more than one type of Award, specified in Section 11.5, as any such Agreement may
be supplemented or amended from time to time.




     
“Approved Transaction” means any transaction in which the Board (or, if approval of the
Board is not required as a matter of law, the stockholders of the Company) shall approve (i)
any consolidation or merger of the Company, or binding share exchange, pursuant to which
shares of Common Stock of the Company would be



 









 







changed or converted into or exchanged for cash, securities, or other property, other
than any such transaction in which the common stockholders of the Company immediately prior
to such transaction have the same proportionate ownership of the Common Stock of, and voting
power with respect to, the surviving corporation immediately after such transaction, (ii)
any merger, consolidation or binding share exchange to which the Company is a party as a
result of which the Persons who are common stockholders of the Company immediately prior
thereto have less than a majority of the combined voting power of the outstanding capital
stock of the Company ordinarily (and apart from the rights accruing under special
circumstances) having the right to vote in the election of directors immediately following
such merger, consolidation or binding share exchange, (iii) the adoption of any plan or
proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease,
exchange or other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company.




     “Award” means a grant of Options, SARs, Restricted Shares, Stock Units, Performance
Awards, Cash Awards and/or cash amounts under the Plan.




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




     “Board Change” means, during any period of two consecutive years, individuals who at
the beginning of such period constituted the entire Board cease for any reason to constitute
a majority thereof unless the election, or the nomination for election, of each new director
was approved by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.




     “Cash Award” means an Award made pursuant to Section 10.1 of the Plan to a Holder that
is paid solely on account of the attainment of one or more Performance Objectives that have
been preestablished by the Committee.




     “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any
successor statute or statutes thereto. Reference to any specific Code section shall include
any successor section.




     “Committee” means the committee of the Board appointed pursuant to Section 3.1 to
administer the Plan.




     “Common Stock” means each or any (as the context may require) series of the Company‘s
common stock.




     “Company” means Discovery Holding Company, a Delaware corporation.




     “Control Purchase” means any transaction (or series of related transactions) in which
(i) any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act), corporation or other entity (other than the Company, any Subsidiary of the Company or
any employee benefit plan sponsored by the Company or any Subsidiary of the Company) shall
purchase any Common Stock of the Company (or securities



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convertible into Common Stock of the Company) for cash, securities or any other
consideration pursuant to a tender offer or exchange offer, without the prior consent of the
Board, or (ii) any person (as such term is so defined), corporation or other entity (other
than the Company, any Subsidiary of the Company, any employee benefit plan sponsored by the
Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall
become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 20% or more of the
combined voting power of the then outstanding securities of the Company ordinarily (and
apart from the rights accruing under special circumstances) having the right to vote in the
election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the
case of rights to acquire the Company’s securities), other than in a transaction (or series
of related transactions) approved by the Board. For purposes of this definition, “Exempt
Person” means each of (a) the Chairman of the Board, the President and each of the directors
of Discovery Holding Company as of the Distribution Date, and (b) the respective family
members, estates and heirs of each of the persons referred to in clause (a) above and any
trust or other investment vehicle for the primary benefit of any of such persons or their
respective family members or heirs. As used with respect to any person, the term “family
member” means the spouse, siblings and lineal descendants of such person.




     “Disability” means the inability 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 which has lasted or can be expected to last for a continuous period of
not less than 12 months.




     “Distribution Date” means the date on which the Company ceased to be a wholly-owned
subsidiary of Liberty Media Corporation, a Delaware corporation.




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




     “Domestic Relations Order” means a domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules thereunder.




     “Effective Date” means May 3, 2005, the date on which the Plan originally became
effective.




     “Equity Security” shall have the meaning ascribed to such term in Section 3(a)(11) of
the Exchange Act, and an equity security of an issuer shall have the meaning ascribed
thereto in Rule 16a-1 promulgated under the Exchange Act, or any successor Rule.



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     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
or any successor statute or statutes thereto. Reference to any specific Exchange Act
section shall include any successor section.




     “Fair Market Value” of a share of any series of Common Stock on any day means the last
sale price (or, if no last sale price is reported, the average of the high bid and low asked
prices) for a share of such series of Common Stock on such day (or, if such day is not a
trading day, on the next preceding trading day) as reported on the consolidated transaction
reporting system for the principal national securities exchange on which shares of such
series of Common Stock are listed on such day or if such shares are not then listed on a
national securities exchange, then as reported on Nasdaq. If for any day the Fair Market
Value of a share of the applicable series of Common Stock is not determinable by any of the
foregoing means, then the Fair Market Value for such day shall be determined in good faith
by the Committee on the basis of such quotations and other considerations as the Committee
deems appropriate.




     “Free Standing SAR” has the meaning ascribed thereto in Section 7.1.




     “Holder” means a person who has received an Award under the Plan.




     “Nasdaq” means The NASDAQ Stock Market.




     “Nonqualified Stock Option” means a stock option granted under Article VI.




     “Option” means a Nonqualified Stock Option.




     “Performance Award” means an Award made pursuant to Article X of the Plan to a Holder
that is subject to the attainment of one or more Performance Objectives.




     “Performance Objective” means a standard established by the Committee to determine in
whole or in part whether a Performance Award shall be earned.




     “Person” means an individual, corporation, limited liability company, partnership,
trust, incorporated or unincorporated association, joint venture or other entity of any
kind.




     “Plan” means this Discovery Holding Company 2005 Incentive Plan.




     “Restricted Shares” means shares of any series of Common Stock or the right to receive
shares of any specified series of Common Stock, as the case may be, awarded pursuant to
Article VIII.




     “Restriction Period” means a period of time beginning on the date of each Award of
Restricted Shares and ending on the Vesting Date with respect to such Award.




     “Retained Distribution” has the meaning ascribed thereto in Section 8.3.



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     “SARs” means stock appreciation rights, awarded pursuant to Article VII, with respect
to shares of any specified series of Common Stock.




     “Stock Unit Awards” has the meaning ascribed thereto in Section 9.1.




     “Subsidiary” of a Person means any present or future subsidiary (as defined in Section
424(f) of the Code) of such Person or any business entity in which such Person owns,
directly or indirectly, 50% or more of the voting, capital or profits interests. An entity
shall be deemed a subsidiary of a Person for purposes of this definition only for such
periods as the requisite ownership or control relationship is maintained.




     “Tandem SARs” has the meaning ascribed thereto in Section 7.1.




     “Vesting Date,” with respect to any Restricted Shares awarded hereunder, means the date
on which such Restricted Shares cease to be subject to a risk of forfeiture, as designated
in or determined in accordance with the Agreement with respect to such Award of Restricted
Shares pursuant to Article VIII. If more than one Vesting Date is designated for an Award
of Restricted Shares, reference in the Plan to a Vesting Date in respect of such Award shall
be deemed to refer to each part of such Award and the Vesting Date for such part.



ARTICLE III




Administration




     3.1 Committee. The Plan shall be administered by the Compensation Committee of the Board
unless a different committee is subsequently appointed by the Board. The Committee shall be
comprised of not less than two Persons. The Board may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed, may fill vacancies in
the Committee and may remove members of the Committee. The Committee shall select one of its
members as its chairman and shall hold its meetings at such times and places as it shall deem
advisable. A majority of its members shall constitute a quorum and all determinations shall be
made by a majority of such quorum. Any determination reduced to writing and signed by all of the
members shall be as fully effective as if it had been made by a majority vote at a meeting duly
called and held.



     3.2 Powers. The Committee shall have full power and authority to grant to eligible persons
Options under Article VI of the Plan, SARs under Article VII of the Plan, Restricted Shares under
Article VIII of the Plan, Stock Units under Article IX of the Plan, Cash Awards under Article X of
the Plan and/or Performance Awards under Article X of the Plan, to determine the terms and
conditions (which need not be identical) of all Awards so granted, to interpret the provisions of
the Plan and any Agreements relating to Awards granted under the Plan and to supervise the
administration of the Plan. The Committee in making an Award may provide for the granting or
issuance of additional, replacement or alternative Awards upon the occurrence of specified events,
including the exercise of the original Award. The Committee shall have sole authority in the
selection of persons to whom Awards may be granted under the



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Plan and in the determination of the timing, pricing and amount of any such Award, subject
only to the express provisions of the Plan. In making determinations hereunder, the Committee may
take into account the nature of the services rendered by the respective employees and independent
contractors, their present and potential contributions to the success of the Company and its
Subsidiaries, and such other factors as the Committee in its discretion deems relevant.



     3.3 Interpretation. The Committee is authorized, subject to the provisions of the Plan, to
establish, amend and rescind such rules and regulations as it deems necessary or advisable for the
proper administration of the Plan and to take such other action in connection with or in relation
to the Plan as it deems necessary or advisable. Each action and determination made or taken
pursuant to the Plan by the Committee, including any interpretation or construction of the Plan,
shall be final and conclusive for all purposes and upon all persons. No member of the Committee
shall be liable for any action or determination made or taken by him or the Committee in good faith
with respect to the Plan.



ARTICLE IV




Shares Subject to the Plan




     4.1 Number of Shares; Award Limits. Subject to the provisions of this Article IV, the maximum
number of shares of Common Stock with respect to which Awards may be granted during the term of the
Plan shall be 20 million shares. Shares of Common Stock will be made available from the authorized
but unissued shares of the Company or from shares reacquired by the Company, including shares
purchased in the open market. The shares of Common Stock subject to (i) any Award granted under
the Plan that shall expire, terminate or be annulled for any reason without having been exercised
(or considered to have been exercised as provided in Section 7.2), (ii) any Award of any SARs
granted under the Plan that shall be exercised for cash, and (iii) any Award of Restricted Shares
or Stock Units that shall be forfeited prior to becoming vested (provided that the Holder received
no benefits of ownership of such Restricted Shares or Stock Units other than voting rights and the
accumulation of Retained Distributions and unpaid Dividend Equivalents that are likewise forfeited)
shall again be available for purposes of the Plan. Except for Awards described in Section 11.1, no
person may be granted in any calendar year Awards covering more than 2 million shares of Common
Stock (as such amount may be adjusted from time to time as provided in Section 4.2). No person
shall receive payment for Cash Awards during any calendar year aggregating in excess of
$10,000,000.



     4.2 Adjustments. If the Company subdivides its outstanding shares of any series of Common
Stock into a greater number of shares of such series of Common Stock (by stock dividend, stock
split, reclassification, or otherwise) or combines its outstanding shares of any series of Common
Stock into a smaller number of shares of such series of Common Stock (by reverse stock split,
reclassification, or otherwise) or if the Committee determines that any stock dividend,
extraordinary cash dividend, reclassification, recapitalization, reorganization, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to purchase such series of
Common Stock or other similar corporate event (including mergers or consolidations other than those
which constitute Approved Transactions, adjustments with respect to which shall be governed by
Section 11.1(b)) affects any series of Common Stock so that an adjustment is



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required to preserve the benefits or potential benefits intended to be made available under
the Plan, then the Committee, in such manner as the Committee, in its sole discretion, deems
equitable and appropriate, shall make such adjustments to any or all of (i) the number and kind of
shares of stock which thereafter may be awarded, optioned or otherwise made subject to the benefits
contemplated by the Plan, (ii) the number and kind of shares of stock subject to outstanding
Awards, and (iii) the purchase or exercise price and the relevant appreciation base with respect to
any of the foregoing, provided, however, that the number of shares subject to any Award shall
always be a whole number. Notwithstanding the foregoing, if all shares of any series of Common
Stock are redeemed, then each outstanding Award shall be adjusted to substitute for the shares of
such series of Common Stock subject thereto the kind and amount of cash, securities or other assets
issued or paid in the redemption of the equivalent number of shares of such series of Common Stock
and otherwise the terms of such Award, including, in the case of Options or similar rights, the
aggregate exercise price, and, in the case of Free Standing SARs, the aggregate base price, shall
remain constant before and after the substitution (unless otherwise determined by the Committee and
provided in the applicable Agreement). The Committee may, if deemed appropriate, provide for a
cash payment to any Holder of an Award in connection with any adjustment made pursuant to this
Section 4.2.



ARTICLE V




Eligibility




     5.1 General. The persons who shall be eligible to participate in the Plan and to receive
Awards under the Plan shall, subject to Section 5.2, be such persons who are employees (including
officers) of or independent contractors providing services to the Company or its Subsidiaries as
the Committee shall select. Awards may be made to employees or independent contractors who hold or
have held Awards under the Plan or any similar or other awards under any other plan of the Company
or any of its Affiliates.



     5.2 Ineligibility. No member of the Committee, while serving as such, shall be eligible to
receive an Award.



ARTICLE VI




Stock Options




     6.1 Grant of Options. Subject to the limitations of the Plan, the Committee shall designate
from time to time those eligible persons to be granted Options, the time when each Option shall be
granted to such eligible persons, the series and number of shares of Common Stock subject to such
Option, and, subject to Section 6.2, the purchase price of the shares of Common Stock subject to
such Option.



     6.2 Option Price. The price at which shares may be purchased upon exercise of an Option shall
be fixed by the Committee and may be no less than the Fair Market Value of the shares of the
applicable series of Common Stock subject to the Option as of the date the Option is granted.



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     6.3 Term of Options. Subject to the provisions of the Plan with respect to death, retirement
and termination of employment, the term of each Option shall be for such period as the Committee
shall determine as set forth in the applicable Agreement.



     6.4 Exercise of Options. An Option granted under the Plan shall become (and remain)
exercisable during the term of the Option to the extent provided in the applicable Agreement and
the Plan and, unless the Agreement otherwise provides, may be exercised to the extent exercisable,
in whole or in part, at any time and from time to time during such term; provided, however, that
subsequent to the grant of an Option, the Committee, at any time before complete termination of
such Option, may accelerate the time or times at which such Option may be exercised in whole or in
part (without reducing the term of such Option).



     6.5 Manner of Exercise.




     (a) Form of Payment. An Option shall be exercised by written notice to the Company
upon such terms and conditions as the Agreement may provide and in accordance with such
other procedures for the exercise of Options as the Committee may establish from time to
time. The method or methods of payment of the purchase price for the shares to be purchased
upon exercise of an Option and of any amounts required by Section 11.9 shall be determined
by the Committee and may consist of (i) cash, (ii) check, (iii) promissory note (subject to
applicable law), (iv) whole shares of any series of Common Stock, (v) the withholding of
shares of the applicable series of Common Stock issuable upon such exercise of the Option,
(vi) the delivery, together with a properly executed exercise notice, of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale or loan
proceeds required to pay the purchase price, or (vii) any combination of the foregoing
methods of payment, or such other consideration and method of payment as may be permitted
for the issuance of shares under the Delaware General Corporation Law. The permitted method
or methods of payment of the amounts payable upon exercise of an Option, if other than in
cash, shall be set forth in the applicable Agreement and may be subject to such conditions
as the Committee deems appropriate.




     (b) Value of Shares. Unless otherwise determined by the Committee and provided in the
applicable Agreement, shares of any series of Common Stock delivered in payment of all or
any part of the amounts payable in connection with the exercise of an Option, and shares of
any series of Common Stock withheld for such payment, shall be valued for such purpose at
their Fair Market Value as of the exercise date.




     (c) Issuance of Shares. The Company shall effect the transfer of the shares of Common
Stock purchased under the Option as soon as practicable after the exercise thereof and
payment in full of the purchase price therefor and of any amounts required by Section 11.9,
and within a reasonable time thereafter, such transfer shall be evidenced on the books of
the Company. Unless otherwise determined by the Committee and provided in the applicable
Agreement, (i) no Holder or other person exercising an Option shall have any of the rights
of a stockholder of the Company with respect to shares of Common



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Stock subject to an Option granted under the Plan until due exercise and full payment
has been made, and (ii) no adjustment shall be made for cash dividends or other rights for
which the record date is prior to the date of such due exercise and full payment.



     6.6 Nontransferability. Unless otherwise determined by the Committee and provided in the
applicable Agreement, Options shall not be transferable other than by will or the laws of descent
and distribution or pursuant to a Domestic Relations Order, and, except as otherwise required
pursuant to a Domestic Relations Order, Options may be exercised during the lifetime of the Holder
thereof only by such Holder (or his or her court-appointed legal representative).



ARTICLE VII




SARs




     7.1 Grant of SARs. Subject to the limitations of the Plan, SARs may be granted by the
Committee to such eligible persons in such numbers, with respect to any specified series of Common
Stock, and at such times during the term of the Plan as the Committee shall determine. A SAR may
be granted to a Holder of an Option (hereinafter called a "related Option") with respect to all or
a portion of the shares of Common Stock subject to the related Option (a "Tandem SAR") or may be
granted separately to an eligible employee (a "Free Standing SAR"). Subject to the limitations of
the Plan, SARs shall be exercisable in whole or in part upon notice to the Company upon such terms
and conditions as are provided in the Agreement.



     7.2 Tandem SARs. A Tandem SAR may be granted either concurrently with the grant of the
related Option or at any time thereafter prior to the complete exercise, termination, expiration or
cancellation of such related Option. Tandem SARs shall be exercisable only at the time and to the
extent that the related Option is exercisable (and may be subject to such additional limitations on
exercisability as the Agreement may provide) and in no event after the complete termination or full
exercise of the related Option. Upon the exercise or termination of the related Option, the Tandem
SARs with respect thereto shall be canceled automatically to the extent of the number of shares of
Common Stock with respect to which the related Option was so exercised or terminated. Subject to
the limitations of the Plan, upon the exercise of a Tandem SAR and unless otherwise determined by
the Committee and provided in the applicable Agreement, (i) the Holder thereof shall be entitled to
receive from the Company, for each share of the applicable series of Common Stock with respect to
which the Tandem SAR is being exercised, consideration (in the form determined as provided in
Section 7.4) equal in value to the excess of the Fair Market Value of a share of the applicable
series of Common Stock with respect to which the Tandem SAR was granted on the date of exercise
over the related Option purchase price per share, and (ii) the related Option with respect thereto
shall be canceled automatically to the extent of the number of shares of Common Stock with respect
to which the Tandem SAR was so exercised.



     7.3 Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent
and upon the terms and conditions set forth in the applicable Agreement. The base price of a Free
Standing SAR may be no less than the Fair Market Value of the applicable series of Common Stock
with respect to which the Free Standing SAR was granted as of the date the Free



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Standing SAR is granted. Subject to the limitations of the Plan, upon the exercise of a Free
Standing SAR and unless otherwise determined by the Committee and provided in the applicable
Agreement, the Holder thereof shall be entitled to receive from the Company, for each share of the
applicable series of Common Stock with respect to which the Free Standing SAR is being exercised,
consideration (in the form determined as provided in Section 7.4) equal in value to the excess of
the Fair Market Value of a share of the applicable series of Common Stock with respect to which the
Free Standing SAR was granted on the date of exercise over the base price per share of such Free
Standing SAR.



     7.4 Consideration. The consideration to be received upon the exercise of a SAR by the Holder
shall be paid in the applicable series of Common Stock with respect to which the SAR was granted
(valued at Fair Market Value on the date of exercise of such SAR). No fractional shares of Common
Stock shall be issuable upon exercise of a SAR, and unless otherwise provided in the applicable
Agreement, the Holder will receive cash in lieu of fractional shares. Unless the Committee shall
otherwise determine, to the extent a Free Standing SAR is exercisable, it will be exercised
automatically on its expiration date.



     7.5 Limitations. The applicable Agreement may provide for a limit on the amount payable to a
Holder upon exercise of SARs at any time or in the aggregate, for a limit on the time periods
during which a Holder may exercise SARs, and for such other limits on the rights of the Holder and
such other terms and conditions of the SAR, including a condition that the SAR may be exercised
only in accordance with rules and regulations adopted from time to time, as the Committee may
determine. Unless otherwise so provided in the applicable Agreement, any such limit relating to a
Tandem SAR shall not restrict the exercisability of the related Option. Such rules and regulations
may govern the right to exercise SARs granted prior to the adoption or amendment of such rules and
regulations as well as SARs granted thereafter.



     7.6 Exercise. For purposes of this Article VII, the date of exercise of a SAR shall mean the
date on which the Company shall have received notice from the Holder of the SAR of the exercise of
such SAR (unless otherwise determined by the Committee and provided in the applicable Agreement).



     7.7 Nontransferability. Unless otherwise determined by the Committee and provided in the
applicable Agreement, (i) SARs shall not be transferable other than by will or the laws of descent
and distribution or pursuant to a Domestic Relations Order, and (ii) except as otherwise required
pursuant to a Domestic Relations Order, SARs may be exercised during the lifetime of the Holder
thereof only by such Holder (or his or her court-appointed legal representative).



ARTICLE VIII




Restricted Shares




     8.1 Grant. Subject to the limitations of the Plan, the Committee shall designate those
eligible persons to be granted Awards of Restricted Shares, shall determine the time when each such
Award shall be granted, shall determine whether shares of Common Stock covered by Awards of
Restricted Shares will be issued at the beginning or the end of the Restriction Period



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and whether Dividend Equivalents will be paid during the Restriction Period in the event
shares of the applicable series of Common Stock are to be issued at the end of the Restriction
Period, and shall designate (or set forth the basis for determining) the Vesting Date or Vesting
Dates for each Award of Restricted Shares, and may prescribe other restrictions, terms and
conditions applicable to the vesting of such Restricted Shares in addition to those provided in the
Plan. The Committee shall determine the price, if any, to be paid by the Holder for the Restricted
Shares; provided, however, that the issuance of Restricted Shares shall be made for at least the
minimum consideration necessary to permit such Restricted Shares to be deemed fully paid and
nonassessable. All determinations made by the Committee pursuant to this Section 8.1 shall be
specified in the Agreement.




     8.2 Issuance of Restricted Shares at Beginning of the Restriction Period. If shares of the
applicable series of Common Stock are issued at the beginning of the Restriction Period, the stock
certificate or certificates representing such Restricted Shares shall be registered in the name of
the Holder to whom such Restricted Shares shall have been awarded. During the Restriction Period,
certificates representing the Restricted Shares and any securities constituting Retained
Distributions shall bear a restrictive legend to the effect that ownership of the Restricted Shares
(and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject
to the restrictions, terms and conditions provided in the Plan and the applicable Agreement. Such
certificates shall remain in the custody of the Company or its designee, and the Holder shall
deposit with the custodian stock powers or other instruments of assignment, each endorsed in blank,
so as to permit retransfer to the Company of all or any portion of the Restricted Shares and any
securities constituting Retained Distributions that shall be forfeited or otherwise not become
vested in accordance with the Plan and the applicable Agreement.



     8.3 Restrictions. Restricted Shares issued at the beginning of the Restriction Period shall
constitute issued and outstanding shares of the applicable series of Common Stock for all corporate
purposes. The Holder will have the right to vote such Restricted Shares, to receive and retain
such dividends and distributions, as the Committee may designate, paid or distributed on such
Restricted Shares, and to exercise all other rights, powers and privileges of a Holder of shares of
the applicable series of Common Stock with respect to such Restricted Shares; except, that, unless
otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder will
not be entitled to delivery of the stock certificate or certificates representing such Restricted
Shares until the Restriction Period shall have expired and unless all other vesting requirements
with respect thereto shall have been fulfilled or waived; (ii) the Company or its designee will
retain custody of the stock certificate or certificates representing the Restricted Shares during
the Restriction Period as provided in Section 8.2; (iii) other than such dividends and
distributions as the Committee may designate, the Company or its designee will retain custody of
all distributions ("Retained Distributions") made or declared with respect to the Restricted Shares
(and such Retained Distributions will be subject to the same restrictions, terms and vesting, and
other conditions as are applicable to the Restricted Shares) until such time, if ever, as the
Restricted Shares with respect to which such Retained Distributions shall have been made, paid or
declared shall have become vested, and such Retained Distributions shall not bear interest or be
segregated in a separate account; (iv) the Holder may not sell, assign, transfer, pledge, exchange,
encumber or dispose of the Restricted Shares or any Retained Distributions or



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his interest in any of them during the Restriction Period; and (v) a breach of any
restrictions, terms or conditions provided in the Plan or established by the Committee with respect
to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted
Shares and any Retained Distributions with respect thereto.



     8.4 Issuance of Stock at End of the Restriction Period. Restricted Shares issued at the end
of the Restriction Period shall not constitute issued and outstanding shares of the applicable
series of Common Stock, and the Holder shall not have any of the rights of a stockholder with
respect to the shares of Common Stock covered by such an Award of Restricted Shares, in each case
until such shares shall have been transferred to the Holder at the end of the Restriction Period.
If and to the extent that shares of Common Stock are to be issued at the end of the Restriction
Period, the Holder shall be entitled to receive Dividend Equivalents with respect to the shares of
Common Stock covered thereby either (i) during the Restriction Period or (ii) in accordance with
the rules applicable to Retained Distributions, as the Committee may specify in the Agreement.



     8.5 Cash Payments. In connection with any Award of Restricted Shares, an Agreement may
provide for the payment of a cash amount to the Holder of such Restricted Shares after such
Restricted Shares shall have become vested. Such cash amounts shall be payable in accordance with
such additional restrictions, terms and conditions as shall be prescribed by the Committee in the
Agreement and shall be in addition to any other salary, incentive, bonus or other compensation
payments which such Holder shall be otherwise entitled or eligible to receive from the Company.



     8.6 Completion of Restriction Period. On the Vesting Date with respect to each Award of
Restricted Shares and the satisfaction of any other applicable restrictions, terms and conditions,
(i) all or the applicable portion of such Restricted Shares shall become vested, (ii) any Retained
Distributions and any unpaid Dividend Equivalents with respect to such Restricted Shares shall
become vested to the extent that the Restricted Shares related thereto shall have become vested,
and (iii) any cash amount to be received by the Holder with respect to such Restricted Shares shall
become payable, all in accordance with the terms of the applicable Agreement. Any such Restricted
Shares, Retained Distributions and any unpaid Dividend Equivalents that shall not become vested
shall be forfeited to the Company, and the Holder shall not thereafter have any rights (including
dividend and voting rights) with respect to such Restricted Shares, Retained Distributions and any
unpaid Dividend Equivalents that shall have been so forfeited. The Committee may, in its
discretion, provide that the delivery of any Restricted Shares, Retained Distributions and unpaid
Dividend Equivalents that shall have become vested, and payment of any related cash amounts that
shall have become payable under this Article VIII, shall be deferred until such date or dates as
the recipient may elect. Any election of a recipient pursuant to the preceding sentence shall be
filed in writing with the Committee in accordance with such rules and regulations, including any
deadline for the making of such an election, as the Committee may provide, and shall be made in
compliance with Section 409A of the Code.



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ARTICLE IX




Stock Units




     9.1 Grant. In addition to granting Awards of Options, SARs and Restricted Shares, the
Committee shall, subject to the limitations of the Plan, have authority to grant to eligible
persons Awards of Stock Units which may be in the form of shares of any specified series of Common
Stock or units, the value of which is based, in whole or in part, on the Fair Market Value of the
shares of any specified series of Common Stock. Subject to the provisions of the Plan, including
any rules established pursuant to Section 9.2, Awards of Stock Units shall be subject to such
terms, restrictions, conditions, vesting requirements and payment rules as the Committee may
determine in its discretion, which need not be identical for each Award. The determinations made
by the Committee pursuant to this Section 9.1 shall be specified in the applicable Agreement.



     9.2 Rules. The Committee may, in its discretion, establish any or all of the following rules
for application to an Award of Stock Units:




     (a) Any shares of Common Stock which are part of an Award of Stock Units may not be
assigned, sold, transferred, pledged or otherwise encumbered prior to the date on which the
shares are issued or, if later, the date provided by the Committee at the time of the Award.




     (b) Such Awards may provide for the payment of cash consideration by the person to whom
such Award is granted or provide that the Award, and any shares of Common Stock to be issued
in connection therewith, if applicable, shall be delivered without the payment of cash
consideration; provided, however, that the issuance of any shares of Common Stock in
connection with an Award of Stock Units shall be for at least the minimum consideration
necessary to permit such shares to be deemed fully paid and nonassessable.




     (c) Awards of Stock Units may provide for deferred payment schedules, vesting over a
specified period of employment, the payment (on a current or deferred basis) of dividend
equivalent amounts with respect to the number of shares of Common Stock covered by the
Award, and elections by the employee to defer payment of the Award or the lifting of
restrictions on the Award, if any, provided that any such deferrals shall comply with the
requirements of Section 409A of the Code.




     (d) In such circumstances as the Committee may deem advisable, the Committee may waive
or otherwise remove, in whole or in part, any restrictions or limitations to which a Stock
Unit Award was made subject at the time of grant.



ARTICLE X




Cash Awards and Performance Awards




     10.1 Cash Awards. In addition to granting Options, SARs, Restricted Shares and Stock Units,
the Committee shall, subject to the limitations of the Plan, have authority to grant to



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eligible persons Cash Awards. Each Cash Award shall be subject to such terms and conditions,
restrictions and contingencies as the Committee shall determine. Restrictions and contingencies
limiting the right to receive a cash payment pursuant to a Cash Award shall be based upon the
achievement of single or multiple Performance Objectives over a performance period established by
the Committee. The determinations made by the Committee pursuant to this Section 10.1 shall be
specified in the applicable Agreement.




     10.2 Designation as a Performance Award. The Committee shall have the right to designate any
Award of Options, SARs, Restricted Shares or Stock Units as a Performance Award. All Cash Awards
shall be designated as Performance Awards.



     10.3 Performance Objectives. The grant or vesting of a Performance Award shall be subject to
the achievement of Performance Objectives over a performance period established by the Committee
based upon one or more of the following business criteria that apply to the Holder, one or more
business units, divisions or Subsidiaries of the Company or the applicable sector of the Company,
or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of
companies: increased revenue; net income measures (including income after capital costs and income
before or after taxes); stock price measures (including growth measures and total stockholder
return); price per share of Common Stock; market share; earnings per share (actual or targeted
growth); earnings before interest, taxes, depreciation, and amortization (EBITDA); economic value
added (or an equivalent metric); market value added; debt to equity ratio; cash flow measures
(including cash flow return on capital, cash flow return on tangible capital, net cash flow and net
cash flow before financing activities); return measures (including return on equity, return on
average assets, return on capital, risk-adjusted return on capital, return on investors’ capital
and return on average equity); operating measures (including operating income, funds from
operations, cash from operations, after-tax operating income; sales volumes, production volumes and
production efficiency); expense measures (including overhead cost and general and administrative
expense); margins; stockholder value; total stockholder return; proceeds from dispositions; total
market value and corporate values measures (including ethics compliance, environmental and safety).
Unless otherwise stated, such a Performance Objective need not be based upon an increase or
positive result under a particular business criterion and could include, for example, maintaining
the status quo or limiting economic losses (measured, in each case, by reference to specific
business criteria). The Committee shall have the authority to determine whether the Performance
Objectives and other terms and conditions of the Award are satisfied, and the Committee’s
determination as to the achievement of Performance Objectives relating to a Performance Award shall
be made in writing.



     10.4 Section 162(m) of the Code. Notwithstanding the foregoing provisions, if the Committee
intends for a Performance Award to be granted and administered in a manner designed to preserve the
deductibility of the compensation resulting from such Award in accordance with Section 162(m) of
the Code, then the Performance Objectives for such particular Performance Award relative to the
particular period of service to which the Performance Objectives relate shall be established by the
Committee in writing (i) no later than 90 days after the beginning of such period and (ii) prior to
the completion of 25% of such period.



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     10.5 Waiver of Performance Objectives. The Committee shall have no discretion to modify or
waive the Performance Objectives or conditions to the grant or vesting of a Performance Award
unless such Award is not intended to qualify as qualified performance-based compensation under
Section 162(m) of the Code and the relevant Agreement provides for such discretion.



ARTICLE XI




General Provisions




     11.1 Acceleration of Awards.




     (a) Death or Disability. If a Holder’s employment shall terminate by reason of death
or Disability, notwithstanding any contrary waiting period, installment period, vesting
schedule or Restriction Period in any Agreement or in the Plan, unless the applicable
Agreement provides otherwise: (i) in the case of an Option or SAR, each outstanding Option
or SAR granted under the Plan shall immediately become exercisable in full in respect of the
aggregate number of shares covered thereby; (ii) in the case of Restricted Shares, the
Restriction Period applicable to each such Award of Restricted Shares shall be deemed to
have expired and all such Restricted Shares, any related Retained Distributions and any
unpaid Dividend Equivalents shall become vested and any related cash amounts payable
pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in
the Agreement; and (iii) in the case of Stock Units, each such Award of Stock Units shall
become vested in full.




     (b) Approved Transactions; Board Change; Control Purchase. In the event of any
Approved Transaction, Board Change or Control Purchase, notwithstanding any contrary waiting
period, installment period, vesting schedule or Restriction Period in any Agreement or in
the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option
or SAR, each such outstanding Option or SAR granted under the Plan shall become exercisable
in full in respect of the aggregate number of shares covered thereby; (ii) in the case of
Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares
shall be deemed to have expired and all such Restricted Shares, any related Retained
Distributions and any unpaid Dividend Equivalents shall become vested and any related cash
amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may
be provided in the Agreement; and (iii) in the case of Stock Units, each such Award of Stock
Units shall become vested in full, in each case effective upon the Board Change or Control
Purchase or immediately prior to consummation of the Approved Transaction. The effect, if
any, on a Cash Award of an Approved Transaction, Board Change or Control Purchase shall be
prescribed in the applicable Agreement. Notwithstanding the foregoing, unless otherwise
provided in the applicable Agreement, the Committee may, in its discretion, determine that
any or all outstanding Awards of any or all types granted pursuant to the Plan will not vest
or become exercisable on an accelerated basis in connection with an Approved Transaction if
effective provision has been made for the taking of such action which, in the opinion of the
Committee, is equitable and appropriate to substitute a new Award for such Award or



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to assume such Award and to make such new or assumed Award, as nearly as may be
practicable, equivalent to the old Award (before giving effect to any acceleration of the
vesting or exercisability thereof), taking into account, to the extent applicable, the kind
and amount of securities, cash or other assets into or for which the applicable series of
Common Stock may be changed, converted or exchanged in connection with the Approved
Transaction.



     11.2 Termination of Employment.




     (a) General. If a Holder’s employment shall terminate prior to an Option or SAR
becoming exercisable or being exercised (or deemed exercised, as provided in Section 7.2) in
full, or during the Restriction Period with respect to any Restricted Shares or prior to the
vesting or complete exercise of any Stock Units, then such Option or SAR shall thereafter
become or be exercisable, such Stock Units to the extent vested shall thereafter be
exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained
Distributions, unpaid Dividend Equivalents and related cash amounts and any such unvested
Stock Units shall thereafter vest, in each case solely to the extent provided in the
applicable Agreement; provided, however, that, unless otherwise determined by the Committee
and provided in the applicable Agreement, (i) no Option or SAR may be exercised after the
scheduled expiration date thereof; (ii) if the Holder’s employment terminates by reason of
death or Disability, the Option or SAR shall remain exercisable for a period of at least one
year following such termination (but not later than the scheduled expiration of such Option
or SAR); and (iii) any termination of the Holder‘s employment for cause will be treated in
accordance with the provisions of Section 11.2(b). The effect on a Cash Award of the
termination of a Holder’s employment for any reason, other than for cause, shall be
prescribed in the applicable Agreement.




     (b) Termination for Cause. If a Holder’s employment with the Company or a Subsidiary
of the Company shall be terminated by the Company or such Subsidiary for “cause” during the
Restriction Period with respect to any Restricted Shares or prior to any Option or SAR
becoming exercisable or being exercised in full or prior to the vesting or complete exercise
of any Stock Unit or the payment in full of any Cash Award (for these purposes, “cause”
shall have the meaning ascribed thereto in any employment agreement to which such Holder is
a party or, in the absence thereof, shall include insubordination, dishonesty, incompetence,
moral turpitude, other misconduct of any kind and the refusal to perform his duties and
responsibilities for any reason other than illness or incapacity; provided, however, that if
such termination occurs within 12 months after an Approved Transaction or Control Purchase
or Board Change, termination for “cause” shall mean only a felony conviction for fraud,
misappropriation, or embezzlement), then, unless otherwise determined by the Committee and
provided in the applicable Agreement, (i) all Options and SARs and all unvested or
unexercised Stock Units and all unpaid Cash Awards held by such Holder shall immediately
terminate, and (ii) such Holder’s rights to all Restricted Shares, Retained Distributions,
any unpaid Dividend Equivalents and any related cash amounts shall be forfeited immediately.



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     (c) Miscellaneous. The Committee may determine whether any given leave of absence
constitutes a termination of employment; provided, however, that for purposes of the Plan,
(i) a leave of absence, duly authorized in writing by the Company for military service or
sickness, or for any other purpose approved by the Company if the period of such leave does
not exceed 90 days, and (ii) a leave of absence in excess of 90 days, duly authorized in
writing by the Company provided the employee’s right to reemployment is guaranteed either by
statute or contract, shall not be deemed a termination of employment. Unless otherwise
determined by the Committee and provided in the applicable Agreement, Awards made under the
Plan shall not be affected by any change of employment so long as the Holder continues to be
an employee of the Company.



     11.3 Right of Company to Terminate Employment. Nothing contained in the Plan or in any Award,
and no action of the Company or the Committee with respect thereto, shall confer or be construed to
confer on any Holder any right to continue in the employ of the Company or any of its Subsidiaries
or interfere in any way with the right of the Company or any Subsidiary of the Company to terminate
the employment of the Holder at any time, with or without cause, subject, however, to the
provisions of any employment agreement between the Holder and the Company or any Subsidiary of the
Company.



     11.4 Nonalienation of Benefits. Except as set forth herein, no right or benefit under the
Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge,
exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or
benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities
or torts of the Person entitled to such benefits.



     11.5 Written Agreement. Each Award of Options shall be evidenced by a stock option agreement;
each Award of SARs shall be evidenced by a stock appreciation rights agreement; each Award of
Restricted Shares shall be evidenced by a restricted shares agreement; each Award of Stock Units
shall be evidenced by a stock units agreement; and each Performance Award shall be evidenced by a
performance award agreement (including a cash award agreement evidencing a Cash Award), each in
such form and containing such terms and provisions not inconsistent with the provisions of the Plan
as the Committee from time to time shall approve; provided, however, that if more than one type of
Award is made to the same Holder, such Awards may be evidenced by a single Agreement with such
Holder. Each grantee of an Option, SAR, Restricted Shares, Stock Units or Performance Award
(including a Cash Award) shall be notified promptly of such grant, and a written Agreement shall be
promptly executed and delivered by the Company. Any such written Agreement may contain (but shall
not be required to contain) such provisions as the Committee deems appropriate (i) to insure that
the penalty provisions of Section 4999 of the Code will not apply to any stock or cash received by
the Holder from the Company or (ii) to provide cash payments to the Holder to mitigate the impact
of such penalty provisions upon the Holder. Any such Agreement may be supplemented or amended from
time to time as approved by the Committee as contemplated by Section 11.7(b).



     11.6 Designation of Beneficiaries. Each person who shall be granted an Award under the Plan
may designate a beneficiary or beneficiaries and may change such designation from
time to time by filing a written designation of beneficiary or beneficiaries with the
Committee on a form to be prescribed by it, provided that no such designation shall be effective
unless so filed prior to the death of such person.



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     11.7 Termination and Amendment.




     (a) General. Unless the Plan shall theretofore have been terminated as hereinafter
provided, no Awards may be made under the Plan on or after the tenth anniversary of the
Effective Date. The Plan may be terminated at any time prior to the tenth anniversary of
the Effective Date and may, from time to time, be suspended or discontinued or modified or
amended if such action is deemed advisable by the Committee.




     (b) Modification. No termination, modification or amendment of the Plan may, without
the consent of the person to whom any Award shall theretofore have been granted, adversely
affect the rights of such person with respect to such Award, except as otherwise permitted
by Section 11.18. No modification, extension, renewal or other change in any Award granted
under the Plan shall be made after the grant of such Award, unless the same is consistent
with the provisions of the Plan. With the consent of the Holder, or as otherwise permitted
under Section 11.18, and subject to the terms and conditions of the Plan (including Section
11.7(a)), the Committee may amend outstanding Agreements with any Holder, including any
amendment which would (i) accelerate the time or times at which the Award may be exercised
and/or (ii) extend the scheduled expiration date of the Award. Without limiting the
generality of the foregoing, the Committee may, but solely with the Holder’s consent unless
otherwise provided in the Agreement, agree to cancel any Award under the Plan and grant a
new Award in substitution therefore, provided that the Award so substituted shall satisfy
all of the requirements of the Plan as of the date such new Award is made. Nothing
contained in the foregoing provisions of this Section 11.7(b) shall be construed to prevent
the Committee from providing in any Agreement that the rights of the Holder with respect to
the Award evidenced thereby shall be subject to such rules and regulations as the Committee
may, subject to the express provisions of the Plan, adopt from time to time or impair the
enforceability of any such provision.



     11.8 Government and Other Regulations. The obligation of the Company with respect to Awards
shall be subject to all applicable laws, rules and regulations and such approvals by any
governmental agencies as may be required, including the effectiveness of any registration statement
required under the Securities Act of 1933, and the rules and regulations of any securities exchange
or association on which the Common Stock may be listed or quoted. For so long as any series of
Common Stock are registered under the Exchange Act, the Company shall use its reasonable efforts to
comply with any legal requirements (i) to maintain a registration statement in effect under the
Securities Act of 1933 with respect to all shares of the applicable series of Common Stock that may
be issued to Holders under the Plan and (ii) to file in a timely manner all reports required to be
filed by it under the Exchange Act.



     11.9 Withholding. The Company’s obligation to deliver shares of Common Stock or pay cash in
respect of any Award under the Plan shall be subject to applicable federal, state and local tax
withholding requirements. Federal, state and local withholding tax due at the time of an Award,
upon the exercise of any Option or SAR or upon the vesting of, or expiration of restrictions with
respect to, Restricted Shares or Stock Units or the satisfaction of the



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Performance Objectives applicable to a Performance Award, as appropriate, may, in the
discretion of the Committee, be paid in shares of the applicable series of Common Stock already
owned by the Holder or through the withholding of shares otherwise issuable to such Holder, upon
such terms and conditions (including the conditions referenced in Section 6.5) as the Committee
shall determine. If the Holder shall fail to pay, or make arrangements satisfactory to the
Committee for the payment to the Company of, all such federal, state and local taxes required to be
withheld by the Company, then the Company shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to such Holder an amount equal to any federal,
state or local taxes of any kind required to be withheld by the Company with respect to such Award.



     11.10 Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be
construed as creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including the granting of stock options and the awarding of
stock and cash otherwise than under the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.



     11.11 Exclusion from Pension and Profit-Sharing Computation. By acceptance of an Award,
unless otherwise provided in the applicable Agreement, each Holder shall be deemed to have agreed
that such Award is special incentive compensation that will not be taken into account, in any
manner, as salary, compensation or bonus in determining the amount of any payment under any
pension, retirement or other employee benefit plan, program or policy of the Company or any
Subsidiary of the Company. In addition, each beneficiary of a deceased Holder shall be deemed to
have agreed that such Award will not affect the amount of any life insurance coverage, if any,
provided by the Company on the life of the Holder which is payable to such beneficiary under any
life insurance plan covering employees of the Company or any Subsidiary of the Company.



     11.12 Unfunded Plan. Neither the Company nor any Subsidiary of the Company shall be required
to segregate any cash or any shares of Common Stock which may at any time be represented by Awards,
and the Plan shall constitute an "unfunded” plan of the Company. Except as provided in Article
VIII with respect to Awards of Restricted Shares and except as expressly set forth in an Agreement,
no employee shall have voting or other rights with respect to the shares of Common Stock covered by
an Award prior to the delivery of such shares. Neither the Company nor any Subsidiary of the
Company shall, by any provisions of the Plan, be deemed to be a trustee of any shares of Common
Stock or any other property, and the liabilities of the Company and any Subsidiary of the Company
to any employee pursuant to the Plan shall be those of a debtor pursuant to such contract
obligations as are created by or pursuant to the Plan, and the rights of any employee, former
employee or beneficiary under the Plan shall be limited to those of a general creditor of the
Company or the applicable Subsidiary of the Company, as the case may be. In its sole discretion,
the Board may authorize the creation of trusts or other arrangements to meet the obligations of the
Company under the Plan, provided, however, that the existence of such trusts or other arrangements
is consistent with the unfunded status of the Plan.



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     11.13 Governing Law. The Plan shall be governed by, and construed in accordance with, the
laws of the State of Delaware.



     11.14 Accounts. The delivery of any shares of Common Stock and the payment of any amount in
respect of an Award shall be for the account of the Company or the applicable Subsidiary of the
Company, as the case may be, and any such delivery or payment shall not be made until the recipient
shall have paid or made satisfactory arrangements for the payment of any applicable withholding
taxes as provided in Section 11.9.



     11.15 Legends. Each certificate evidencing shares of Common Stock subject to an Award shall
bear such legends as the Committee deems necessary or appropriate to reflect or refer to any terms,
conditions or restrictions of the Award applicable to such shares, including any to the effect that
the shares represented thereby may not be disposed of unless the Company has received an opinion of
counsel, acceptable to the Company, that such disposition will not violate any federal or state
securities laws.



     11.16 Company’s Rights. The grant of Awards pursuant to the Plan shall not affect in any way
the right or power of the Company to make reclassifications, reorganizations or other changes of or
to its capital or business structure or to merge, consolidate, liquidate, sell or otherwise dispose
of all or any part of its business or assets.



     11.17 Interpretation. The words “include,” “includes,” “included” and “including” to the
extent used in the Plan shall be deemed in each case to be followed by the words “without
limitation.”



     11.18 Section 409A. Notwithstanding anything in this Plan to the contrary, if any Plan
provision or Award under the Plan would result in the imposition of an additional tax under Code
Section 409A and related regulations and United States Department of the Treasury pronouncements
(“Section 409A”), that Plan provision or Award will be reformed to avoid imposition of the
applicable tax and no action taken to comply with Section 409A shall be deemed to adversely affect
the Holder’s rights to an Award or require the consent of the Holder.




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