ex10_03.htm


    
      

    

     

     

    EASTMAN
      CHEMICAL COMPANY

    1997
      OMNIBUS LONG-TERM COMPENSATION PLAN

    


    


    TABLE
      OF
      CONTENTS

    


    
 

    
      	
              Section

            	
              Title

            	
              Page

            
	
              1.

            	
              Purpose

            	
              1

            
	
              2.

            	
              Definitions

            	
              1

            
	
              3.

            	
              Administration

            	
              3

            
	
              4.

            	
              Eligibility

            	
              3

            
	
              5.

            	
              Shares
                Available

            	
              3

            
	
              6.

            	
              Effective
                Date; Term

            	
              4

            
	
              7.

            	
              Participation

            	
              4

            
	
              8.

            	
              Stock
                Options

            	
              4

            
	
              9.

            	
              Stock
                Appreciation Rights

            	
              5

            
	
              10.

            	
              Stock
                Awards

            	
              5

            
	
              11.

            	
              Performance
                Shares

            	
              6

            
	
              12.

            	
              Performance
                Goals for Certain Section 162(m) Awards

            	
              6

            
	
              13.

            	
              Payment
                of Awards

            	
              7

            
	
              14.

            	
              Dividends
                and Dividend Equivalents

            	
              7

            
	
              15.

            	
              Deferral
                of Awards

            	
              7

            
	
              16.

            	
              Termination
                of Employment

            	
              7

            
	
              17.

            	
              Nonassignability

            	
              8

            
	
              18.

            	
              Adjustment
                of Shares Available

            	
              8

            
	
              19.

            	
              Withholding
                Taxes

            	
              9

            
	
              20.

            	
              Noncompetition;
                Confidentiality

            	
              9

            
	
              21.

            	
              Regulatory
                Approvals and Listings

            	
              9

            
	
              22.

            	
              Amendment

            	
              10

            
	
              23.

            	
              Governing
                Law

            	
              10

            
	
              24.

            	
              Change
                In Ownership

            	
              10

            
	
              25.

            	
              Change
                In Control

            	
              11

            
	
              26.

            	
              No
                Right, Title, or Interest in CompanyAssets

            	
              13

            
	
              27.

            	
              Securities
                Laws

            	
              13

            
	
              28.

            	
              Special
                Provisions related to Section 409A of the Code

            	
              14

            


    




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              EASTMAN
                CHEMICAL COMPANY

            


    

    1997
      OMNIBUS LONG-TERM COMPENSATION PLAN

    


    1.           Purpose

    


    The
      purpose of the Plan is to provide motivation to Employees of the Company and
      its
      Subsidiaries to put forth maximum efforts toward the continued growth,
      profitability, and success of the Company and its Subsidiaries by providing
      incentives to such Employees through the ownership and performance of Common
      Stock of the Company.  Toward this objective, the Committee may grant
      stock options, stock appreciation rights ("SARs"), Stock Awards, performance
      shares, and/or other incentive awards to Employees of the Company and its
      Subsidiaries on the terms and subject to the conditions set forth in the
      Plan.  The Committee may at any time unilaterally amend any
      unexercised, unearned, or unpaid Award, including, without limitation, Awards
      earned but not yet paid, to the extent it deems appropriate; provided, however,
      that any such amendment which, in the opinion of the Committee, is adverse
      to
      the Participant shall require the Participant's
      consent.  Participation in the Plan shall not give any Participant any
      right to remain in the employ of the Company or any Subsidiary.  The
      Company or, in the case of employment with a Subsidiary, the Subsidiary,
      reserves the right to terminate the employment of any Participant at any
      time.  Further, the adoption of the Plan shall not be deemed to give
      any Employee or any other individual any right to be selected as a Participant
      or to be granted an Award.

    


    2.           Definitions

    


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

    


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

    


    2.3           "Board"
      means the Board of Directors of the Company.

    


    2.4           "Change
      In Control" means a change in control of the Company of a nature that would
      be
      required to be reported (assuming such event has not been "previously reported")
      in response to Item 1(a) of a Current Report on Form 8-K, as in effect on
      December 31, 1996, pursuant to Section 13 or 15(d) of the Exchange Act;
      provided that, without limitation, a Change In Control shall be deemed to have
      occurred at such time as (i) any "person" within the meaning of Section 14(d)
      of
      the Exchange Act, other than the Company, a Subsidiary, or any employee benefit
      plan(s) sponsored by the Company or any Subsidiary, is or has become the
      "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, directly
      or
      indirectly, of 25% or more of the combined voting power of the outstanding
      securities of the Company ordinarily having the right to vote in the election
      of
      directors; provided, however, that the following will not constitute a Change
      In
      Control: any acquisition by any corporation if, immediately following such
      acquisition, more than 75% of the outstanding securities of the acquiring
      corporation ordinarily having the right to vote in the election of directors
      is
      beneficially owned by all or substantially all of those persons who, immediately
      prior to such acquisition, were the beneficial owners of the outstanding
      securities of the Company ordinarily having the right to vote in the election
      of
      directors, or (ii) individuals who constitute the Board on January 1, 1997
      (the
      "Incumbent Board") have ceased for any reason to  constitute at least
      a majority thereof, provided that: any person becoming a director subsequent
      to
      January 1, 1997 whose election, or nomination for election by the Company's
      shareowners, was approved by a vote of at least

    three-quarters
      (3/4) of the directors comprising the Incumbent Board (either by a specific
      vote
      or by approval
      of the proxy statement of the Company in which such person is named as a nominee
      for director without objection to such nomination) shall be, for purposes of
      the
      Plan, considered as though such person were a member of the Incumbent Board,
      (iii) upon approval by the Company's shareowners of a reorganization, merger
      or
      consolidation, other than one with respect to which all or substantially all
      of
      those persons who were the beneficial


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    owners,
      immediately prior to such reorganization, merger or consolidation, of
      outstanding securities of the Company ordinarily having the right to vote in
      the
      election of directors own, immediately after such transaction, more than 75%
      of
      the outstanding securities of the resulting corporation ordinarily having the
      right to vote in the election of directors; or (iv) upon approval by the
      Company's shareowners of a complete liquidation and dissolution of the Company
      or the sale or other disposition of all or substantially all of the assets
      of
      the Company other than to a Subsidiary.

    


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

    


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

    


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

    


    2.8           "Committee"
      means the Compensation and Management Development Committee of the Board or
      such
      other committee, designated by the Board, authorized to administer the Plan
      under Section 3 hereof.  The Committee shall consist of not less than
      two members, each of whom shall be both a "non-employee director" as such term
      is defined in Rule 16b-3 under the Exchange Act or any successor rule, and
      an "outside director" as that term is used in Code Section 162(m) and the
      regulations promulgated thereunder.

    


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

    


    2.10           "Company"
      means Eastman Chemical Company.

    


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

    


    2.12           "Employee"
      means an employee of the Company or a Subsidiary.

    


    2.13           "Exchange
      Act" means the Securities and Exchange Act of 1934, as amended.

    


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

    


    2.15           "Participant"
      means any individual to whom an Award has been granted by the Committee under
      the Plan.

    


    2.16           "Plan"
      means the Eastman Chemical Company 1997 Omnibus Long-Term Compensation
      Plan.

    


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

    


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


    
      
        
        

      

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

    


    2.20           "Subsidiary"
      means a corporation or other business entity in which the Company directly
      or
      indirectly has an ownership interest of 80 percent or more.

    


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

    


    3.           Administration

    


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

    


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

    


    4.           Eligibility

    


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

    


    5.           Shares
      Available

    


    The
      maximum number of shares of Common Stock that shall be available for grant
      of
      Awards under the Plan (including incentive stock options) during its term shall
      not exceed 7,000,000, provided that the maximum number of shares of Common
      Stock
      available for grant of Stock Awards under the Plan during its term shall not
      exceed 3,500,000.  (Such amounts shall be subject to adjustment as
      provided in Section 18.)  Any shares of Common Stock related to Awards
      that are settled in cash in lieu of Common Stock shall be available again for
      grant under the Plan.  Similarly, any shares of Common Stock related
      to Awards that terminate by expiration, forfeiture, cancellation or otherwise
      without the issuance of such shares or are exchanged with the Committee's
      permission for Awards not involving Common Stock, shall be available again
      for
      grant under the Plan.  Further, any shares of Common Stock that are
      used by a Participant for the full or partial payment to the Company of the
      purchase price of Common Stock upon exercise of a stock option, or for
      withholding taxes due as a result of such exercise, shall again be available
      for
      Awards under the Plan.  Notwithstanding any provision in the Plan to
      the contrary, the maximum number of shares


    
      
        
        

      

      
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    of
      Common
      Stock with respect to one or more options and/or SARs that may be granted during
      any one calendar year under the Plan to any one Covered Employee shall be
      200,000.  The maximum fair market value of any Awards (other than
      options and SARs) that may be received by a Covered Employee (less any
      consideration paid by the Participant for such Award) during any one calendar
      year under the Plan shall be $5,000,000.  The shares of Common Stock
      available for issuance under the Plan may be authorized and unissued shares
      of
      treasury shares.

    


    6.           Effective
      Date; Term

    


    The
      Plan
      shall become effective as of the date upon which it is approved by the
      shareowners of the Company.  No Awards shall be exercisable or payable
      before the Plan shall have become effective.  Awards shall not be
      granted pursuant to the Plan after April 30, 2002.

    


    7.           Participation

    


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

    


    8.           Stock
      Options

    


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

    


    (b)           Terms
      and Conditions of Options.  An option shall be exercisable in
      whole or in such installments and at such times as may be determined by the
      Committee.  The Committee shall also determine the performance or
      other conditions, if any, that must be satisfied before all or part of an option
      may be exercised.  The price at which Common Stock may be purchased
      upon exercise of a stock option shall be established by the Committee, but
      such
      price shall not be less than 50 percent of the Fair Market Value of the Common
      Stock, as determined by the Committee, on the date of the stock option's
      grant.

    


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

    


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


    
      
        
        

      

      
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    (e)           Exercise.  Upon
      exercise, the exercise price of a stock option may be paid in cash, shares
      of
      Common Stock, shares of restricted Common Stock, a combination of the foregoing,
      or such other consideration as the Committee may deem
      appropriate.  The Committee shall establish appropriate methods for
      accepting Common Stock, whether restricted or unrestricted, and may impose
      such
      conditions as it deems appropriate on the use of such Common Stock to exercise
      a
      stock option.

    


    9.           Stock
      Appreciation Rights

    


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

    


    (b)           Terms
      and Conditions of Tandem SARs.  A Tandem SAR shall be exercisable
      to the extent, and only to the extent, that the related stock option is
      exercisable, and the "exercise price" of such an SAR (the base from which the
      value of the SAR is measured at its exercise) shall be the option price under
      the related stock option.  However, at no time shall a Tandem SAR be
      issued if the option price of its related stock option is less than 50 percent
      of the Fair Market Value of the Common Stock, as determined by the Committee,
      on
      the date of the Tandem SAR grant.  If a related stock option is
      exercised as to some or all of the shares covered by the Award, the related
      Tandem SAR, if any, shall be canceled automatically to the extent of the number
      of shares covered by the stock option exercise.  Upon exercise of a
      Tandem SAR as to some or all of the shares covered by the Award, the related
      stock option shall be canceled automatically to the extent of the number of
      shares covered by such exercise.

    


    (c)           Terms
      and Conditions of Freestanding SARs.  Freestanding SARs shall be
      exercisable in whole or in such installments and at such times as may be
      determined by the Committee.  Freestanding SARs shall have a term
      specified by the Committee, in no event to exceed ten years.  The
      exercise price of a Freestanding SAR shall also be determined by the Committee;
      provided, however, that such price shall not be less than 50 percent of the
      Fair
      Market Value of the Common Stock, as determined by the Committee, on the date
      of
      the Freestanding SAR grant.  The Committee also shall determine the
      performance or other conditions, if any, that must be satisfied before all
      or
      part of a Freestanding SAR may be exercised.

    


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

    


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

    


    10.           Stock
      Awards

    


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

    


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


    
      
        
        

      

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

    


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

    


    11.           Performance
      Shares

    


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

    


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

    


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

    


    
      	
              12.

            	
              Performance
                Goals for Certain Section 162(m)
                Awards

            


    

    


    The
      Committee may (but need not) determine that, in order to meet the
      "performance-based" award criteria of Code Section 162(m) and the
      regulations thereunder, any Award granted pursuant to this Plan to a Participant
      (including, but not limited to, Participants who are Covered Employees) shall
      be
      determined solely on the basis of one or more of the following measures of
      corporate performance, alone or in combination, for the Company as a
      whole:  (a) return on capital, equity, or assets (including
      economic value created), (b) productivity, (c) cost improvements,
      (d) cash flow, (e) sales revenue growth, (f) net income, earnings
      per share, or earnings from operations, (g) quality, (h) customer
      satisfaction, or (i) stock price or total shareowner
      return.  Measurement of the Company's performance against the goals
      established by the Committee shall be objectively determinable, and to the
      extent such goals are expressed in standard accounting terms, performance shall
      be measured according to generally accepted accounting principles as in
      existence on the date on which the performance goals are established and without
      regard to any changes in such principles after such date.  The
      Committee shall have the right for any reason to reduce (but not increase)
      any
      such Award, notwithstanding the achievement of a specified goal.  If
      an Award is made on such basis, the Committee shall establish goals prior to
      the
      beginning of the period to which such performance goal relates (or such later
      date as may be permitted under Code Section 162(m) or the regulations
      thereunder).  Any payment of an Award granted with performance goals
      under this Section 12 shall be conditioned on the written certification of
      the Committee in each case that the performance goals and any other material
      conditions were satisfied.


    
      
        
        

      

      
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    13.           Payment
      of Awards

    


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

    


    14.           Dividends
      and Dividend Equivalents

    


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

    


    15.           Deferral
      of Awards

    


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

    


    16.           Termination
      of Employment

    


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


    
      
        
        

      

      
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    17.           Nonassignability

    


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

    


    18.           Changes
      in Capital Structure

    


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

    


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

    


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


    
      
        
        

      

      
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    19.           Withholding
      Taxes

    


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

    


    20.           Noncompetition;
      Confidentiality

    


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

    


    21.           Regulatory
      Approvals and Listings

    


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

    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      22.           Amendment

      


      The
        Board
        or the Committee may, at any time and from time to time, suspend, amend,
        modify,
        or terminate the Plan without shareowner approval; provided, however, that
        the
        Board or Committee may condition any amendment or modification on the approval
        of shareowners of the Company if such approval is necessary or deemed advisable
        with respect to tax, securities, or other applicable laws, policies, or
        regulations.

      


      23.           Governing
        Law

      


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

       

    

    24.           Change
      In Ownership

    


    (a)           Background.  Upon
      a Change In Ownership:  (i) the terms of this Section 24 shall
      immediately become operative, without further action or consent by any person
      or
      entity; (ii) all conditions, restrictions, and limitations in effect on any
      unexercised, unearned, unpaid, and/or deferred Award, or any other outstanding
      Award, shall immediately lapse as of the date of such event; (iii) no other
      terms, conditions, restrictions and/or limitations shall be imposed upon any
      Awards on or after such date, and in no circumstance shall an Award be forfeited
      on or after such date; and (iv) all unexercised, unvested, unearned, and/or
      unpaid Awards or any other outstanding Awards shall automatically become one
      hundred percent (100%) vested immediately.

    


    (b)           Dividends
      and Dividend Equivalents.  Upon a Change In Ownership, all unpaid
      dividends and dividend equivalents and all interest accrued thereon, if any,
      shall be treated and paid under this Section 24 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 24 is to be paid in a prorated fashion, all unpaid dividends
      and dividend equivalents with respect to such Award shall be paid according
      to
      the same formula used to determine the amount of such prorated
      Award.

    


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

    


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

    


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

    


    (d)           Valuation
      of Awards.  Upon a Change In Ownership, all outstanding Units of
      Common Stock, Freestanding SARs, stock options (including incentive stock
      options), and performance shares (including those earned as a result of the
      application of Subsection 24(c) above) and all other outstanding stock-based
      Awards, including those granted by the Committee pursuant to its authority
      under
      Subsection 3(h) hereof, shall be valued and cashed out on the basis of the
      Change In Control Price.

    


    (e)           Payment
      of Awards.  Upon a Change In Ownership, any Participant, whether
      or not still employed by the Company or a Subsidiary, shall be paid, in a single
      lump sum cash payment, as soon as practicable but in no event later than 75
      days
      after the Change In Ownership (unless a later date is required by Section 30(b)
      hereof), the value of all of such Participant's outstanding Units of Common
      stock, Freestanding SARs, stock options (including incentive stock options),
      and
      performance shares (including those earned as a result of Subsection 24(c)
      above), and all other outstanding Awards, including those granted by the
      Committee pursuant to its authority under Subsection 3(h) hereof.  For
      purposes of making any payment, the value of all Awards that are stock based
      shall be determined by the Change In Control Price.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


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

    


    (g)           Miscellaneous.  Upon
      a Change In Ownership, (i) the provisions of Sections 16 and 20 (solely as
      such
      Section relates to noncompetition and not as such Section relates to
      confidentiality) and the third sentence of Section 1 hereof shall become null
      and void and of no further force and effect; and (ii) no action, including,
      without limitation, the amendment, suspension, or termination of the Plan,
      shall
      be taken which would affect the rights of any Participant or the operation
      of
      the Plan with respect to any Award to which the Participant may have become
      entitled hereunder on or prior to the date of such action or as a result of
      such
      Change In Ownership.

    


    (i)           Legal
      Fees.  The Company shall pay all reasonable legal fees and related
      expenses incurred by a Participant in seeking to obtain or enforce any payment,
      benefit or right such Participant may be entitled to under the Plan after a
      Change In 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.

    


    (j)           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 24, in which case the provisions of this Section
      24 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.

    


    25.           Change
      In Control.

    


    (a)           Background.  All
      Participants shall be eligible for the treatment afforded by this Section 25
      if
      their employment terminates within two years following a Change In Control,
      unless the termination is due to (i) death, (ii) disability entitling the
      Participant to benefits under the employer's long-term disability plan, (iii)
      Cause, (iv) resignation other than (A) resignation from a declined reassignment
      to a job that is not reasonably equivalent in responsibility or compensation
      (as
      defined in the Company's termination allowance plan, if any), or that is not
      in
      the same geographic area (as defined in the Company's termination allowance
      plan, if any), or (B) resignation within 30 days following a reduction in base
      pay, or (v) retirement entitling the Participant to benefits under his or her
      employer's retirement plan.

    


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

    


    (b)           Vesting
      and Lapse of Restrictions.  If a Participant is eligible for
      treatment under this Section 25, (i) all of the conditions, restrictions, and
      limitations in effect on any of such Participant's unexercised, unearned, unpaid
      and/or deferred Awards (or any other of such Participant's outstanding Awards)
      shall immediately lapse as of the date of termination of employment; (ii) no
      other terms, conditions, restrictions and/or limitations shall be imposed upon
      any of such Participant's Awards on or after such date, and in no event shall
      any of such Participant's Awards be forfeited on or after such date; and (iii)
      all of such Participant's unexercised, unvested, unearned and/or unpaid Awards
      (or any other of such Participant's outstanding Awards) shall automatically
      become one hundred percent (100%) vested immediately upon termination of
      employment.

    (c)           Dividends
      and Dividend Equivalents.  If a Participant is eligible for
      treatment under this Section 25,


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


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

    


    (d)           Treatment
      of Performance Shares.  If a Participant holding performance
      shares is terminated under the conditions described in Subsection (a) above,
      the
      provisions of this Subsection (d) shall determine the manner in which such
      performance shares shall be paid to such Participant.  For purposes of
      making such payment, each current performance period, as that term is defined
      in
      Subsection 24(c) hereof, shall be treated as terminating upon the date of the
      Participant's termination of employment, and for each such current performance
      period and each completed performance period, as that term is defined in
      Subsection 24(c) hereof, it shall be assumed that the performance objectives
      have been attained at a level of one hundred percent (100%) or the equivalent
      thereof.  If the Participant is participating in one or more current
      performance periods, he or she shall be considered to have earned and,
      therefore, be entitled to receive that prorated portion of the Awards previously
      granted for each such performance period, as determined in accordance with
      the
      formula established in Subsection 24(c) hereof.  A Participant in
      one or more completed performance periods shall be considered to have earned
      and, therefore, be entitled to receive all the performance shares previously
      granted during each performance period.

    


    (e)           Valuation
      of Awards.  If a Participant is eligible for treatment under this
      Section 25, such Participant's Awards shall be valued and cashed out in
      accordance with the provisions of Subsection 24(d) hereof.

    


    (f)           Payment
      of Awards.  If a Participant is eligible for treatment under this
      Section 25, such Participant shall be paid, in a single lump-sum cash payment,
      as soon as practicable but in no event later than 75 days after the date of
      such
      Participant's termination of employment (unless a later date is required by
      Section 30(b) hereof), the value of all of such Participant's outstanding Units
      of Common Stock, Freestanding SARs, stock options (including incentive stock
      options), and performance shares (including those earned as a result of
      Subsection 25(d) above), and all of such Participant's other outstanding Awards,
      including those granted by the Committee pursuant to its authority under
      Subsection 3(h) hereof.  For purposes of making any payment, the value
      of all Awards that are stock based shall be determined by the Change In Control
      Price.

    


    (g)           Deferred
      Awards.  If a Participant is eligible for treatment under this
      Section 25, all of the deferred Awards for which such Participant has not
      received payment as of the date of such Participant's termination of employment
      shall be paid in a single lump-sum cash payment as soon as practicable, but
      in
      no event later than 90 days after the date of such Participant's termination
      (unless a later date is required by Section 30(b) hereof). For purposes of
      making any payment, the value of all Awards that are stock based shall be
      determined by the Change In Control Price.

    


    (h)           Miscellaneous.  Upon
      a Change In Control, (i) the provisions of Sections 16 and 20 (solely as such
      Section relates to noncompetition and not as such Section relates to
      confidentiality) and the third sentence of Section 1 hereof shall become null
      and void and of no force and effect insofar as they apply to a Participant
      who
      has been terminated under the conditions described in Subsection (a) above;
      and (ii) no action, including, without limitation, the amendment, suspension
      or
      termination of the Plan, shall be taken that would affect the rights of such
      Participant or the operation of the Plan with respect to any Award to which
      the
      Participant may have become entitled hereunder on or prior to the date of the
      Change In Control or to which such Participant may become entitled as a result
      of such Change In Control.

    


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


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (j)           Adjustment
      to Provisions.  Notwithstanding that a Change in Control has
      occurred, the Committee may elect to deal with Awards in a manner different
      from
      that contained in this Section 25, in which case the provisions of this
      Section 25 shall not apply and such alternate terms shall
      apply.  Such Committee action shall be effective only if it is made by
      the Committee prior to the occurrence of an event that otherwise would be or
      probably will lead to a Change In 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.

    


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

    


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

    


    27.           Securities
      Laws

    


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

    


    
      
        
        

      

      
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      28.
        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 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
        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.


    
      
        
        

      

      
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