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Exhibit 10.3




DISCOVERY HOLDING COMPANY

TRANSITIONAL STOCK ADJUSTMENT 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 provide for the supplemental grant of both stock
options to purchase the common stock of Discovery Holding Company (the “Company”) and of restricted
shares of the Company’s common stock to holders of certain outstanding options, stock appreciation
rights and restricted shares issued under certain stock-based plans administered by Liberty Media
Corporation (“LMC”) in connection with adjustments made to outstanding LMC stock incentive awards
and restricted shares of LMC common stock as a result of the spin off of the Company from LMC.



     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 9.3 hereof.



ARTICLE II




Definitions




     2.1 Definitions. For purposes of the Plan, the following terms shall have the meanings below
stated.



          “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.




 









 








          “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.




          “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 to administer this Plan pursuant to
Article VII.




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




          “Company” means Discovery Holding Company, a Delaware corporation, and any successor thereto.




          “Control Purchase” means any transaction (or series of related transactions) in which (1) 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 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 (2) 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 the 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.




          “Distribution” means the distribution by LMC to the holders of LMC Common Stock of all of the
issued and outstanding shares of Common Stock.




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          “Distribution Date” means the date on which the Distribution occurs.




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




          “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.




          “Incentive Plan” means the Liberty Media Corporation 2000 Incentive Plan (As Amended and
Restated Effective April 19, 2004 ) and any other stock option or incentive plan assumed by LMC
pursuant to which any Participant holds an outstanding LMC Award as of the Record Date. Depending
on the context, “Incentive Plan” shall mean all of such plans or a particular one of such plans.




          “LMC” means Liberty Media Corporation, a Delaware corporation.




          “LMC Award” means (1) an unexercised and unexpired option to purchase LMC Common Stock, (2) an
LMC SAR or (3) an unvested award of restricted shares of LMC Common Stock.




          “LMC Committee” means the Incentive Plan Committee of the Board of Directors of LMC.




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




          “LMC Corporate Holder” means an individual who, as of Record Date, is (1) an LMC employee, (2)
a member of the Board of Directors of LMC or (3) a holder of unvested restricted shares of LMC
Common Stock. The Committee may, in its discretion, determine that (i) an individual who does not
meet any of the foregoing criteria should be classified as an LMC Corporate Holder or (ii) an
individual who otherwise would qualify as an LMC Corporate Holder, should not be classified as
such.




          “LMC SAR” means a stock appreciation right with respect to any series of LMC Common Stock.




          “Nasdaq” means The NASDAQ Stock Market.




          “Option” means an option to purchase Common Stock, granted by the Company to a Participant
pursuant to Section 6.1 of the Plan.




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          “Participant” means a person who is an LMC Corporate Holder and who, as of the Record Date,
holds an outstanding LMC Award.




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




          “Plan” means the Discovery Holding Company Transitional Stock Adjustment Plan, as set forth
herein and as from time to time amended.




          “Record Date” means 5:00 p.m., New York City time, on July 15, 2005.




          “Restricted Stock Award” means an award of restricted shares of Common Stock, granted by the
Company to a Participant pursuant to Section 5.1.




          “Stock Incentives” refers collectively to Restricted Stock Awards and Options.




          “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.




ARTICLE III




Reservation of Shares




          The aggregate number of shares of Common Stock which may be issued under this Plan shall not
exceed 5,600,000 shares, subject to adjustment as hereinafter provided. Any part of such 5,600,000
shares may be issued pursuant to Restricted Stock Awards. The shares of Common Stock which may be
granted pursuant to Stock Incentives will consist of either authorized but unissued shares of
Common Stock or shares of Common Stock which have been issued and reacquired by the Company,
including shares purchased in the open market. The total number of shares authorized under this
Plan shall be subject to increase or decrease in order to give effect to the adjustment provision
of Section 9.3 and to give effect to any amendment adopted as provided in Section 8.1.




ARTICLE IV




Participation in Plan




     4.1 Eligibility to Receive Stock Incentives. Stock Incentives under this Plan may be granted
only to persons who are Participants.



     4.2 Participation Not Guarantee of Employment. Nothing in this Plan or in the instrument
evidencing the grant of a Stock Incentive shall in any manner be construed to limit in any way the
right of the Company, LMC or any of their respective Subsidiaries to terminate a



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Participant’s employment at any time, without regard to the effect of such termination on any
rights such Participant would otherwise have under the Plan or any Incentive Plan, or give any
right to such a Participant to remain employed by the Company, LMC or any of their respective
Subsidiaries in any particular position or at any particular rate of compensation.



ARTICLE V




Stock Awards




     5.1 Grant of Restricted Stock Awards.




     (a) Grant. Restricted Stock Award(s) shall be granted to each Participant who, as of
the Record Date, holds an outstanding LMC Award(s) consisting of unvested restricted shares
of LMC Common Stock.




     (b) Award of Shares. Each Restricted Stock Award shall be for the same series of
Common Stock as the corresponding award of restricted shares of LMC Common Stock to which
such Restricted Stock Award relates. The number of shares of Common Stock covered by a
Restricted Stock Award shall be 0.10 shares of Common Stock for each share of LMC Common
Stock under the corresponding award of restricted shares of LMC Common Stock which such
Restricted Stock Award replaces; provided, however, no fractional shares of Common Stock
shall be awarded under a Restricted Stock Award, and, if the foregoing adjustment results in
any fractional shares, LMC will deliver cash in lieu of such fractional share interest to
the applicable Participant in the same manner as cash in lieu of fractional share interests
is paid to record holders of LMC Common Stock in the Distribution. Each Restricted Stock
Award and the restricted shares of Common Stock issued thereunder shall continue to be
subject to all the terms and conditions of the applicable Incentive Plan and associated
instrument under which the corresponding award of restricted shares of LMC Common Stock was
made and any such terms, conditions and restrictions as may be determined to be appropriate
by the Committee.




     (c) Lapse of Restrictions. The restrictions on each Restricted Stock Award shall lapse
in accordance with the terms and conditions of the applicable Incentive Plan and associated
instrument under which the corresponding award of restricted shares of LMC Common Stock was
made; provided, however, that a Participant’s employment or service with the Company, LMC or
any of their respective Subsidiaries shall be deemed to be employment or service with the
Company and LMC for all purposes under a Restricted Stock Award.




     (d) Award Documentation. Restricted Stock Awards shall be evidenced in such form as
the Committee shall approve and contain such terms and conditions as shall be contained
therein or incorporated by way of reference to the Incentive Plan or any associated
instrument governing the corresponding award of restricted shares of LMC Common Stock, which
need not be the same for all Restricted Stock Awards.



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     (e) Rights with Respect to Shares. No Participant who is granted a Restricted Stock
Award shall have any rights as a stockholder by virtue of such grant until shares are
actually issued or delivered to the Participant.



ARTICLE VI




Options




     6.1 Grant of Options.




     (a) Grant. Option(s) shall be granted to each Participant who, as of the Record Date,
holds an outstanding LMC Award(s) consisting of an option to purchase shares of LMC Common
Stock or an LMC SAR. Except as otherwise provided in this Plan, each Option shall continue
to be subject to all the terms and conditions of the applicable Incentive Plan and
associated instrument under which the corresponding option to purchase LMC Common Stock or
LMC SAR (to the extent such terms and conditions would be applicable to the grant of an
Option) was made and any such terms, conditions and restrictions as may be determined to be
appropriate by the Committee.




     (b) Option Shares. Each Option shall be for the same series of Common Stock as the
corresponding option for LMC Common Stock or LMC SAR to which such Option relates. The
number of shares of Common Stock exercisable under an Option shall be the number of shares
of Common Stock that a Participant would have received in the Distribution if the applicable
option for LMC Common Stock had been exercised immediately prior to the Record Date or, in
the case of an LMC SAR, the same number of shares of Common Stock that would have been
received in the Distribution if the LMC SAR has been an option exercised immediately prior
to the Record Date for the number of shares of LMC Common Stock, subject to the LMC SAR;
provided, however, no fractional shares of Common Stock shall be awarded under an Option,
and, if the conversion of an option to purchase shares of LMC Common Stock or an LMC SAR
into an Option results in any fractional shares, the number of shares of Common Stock to be
exercisable under an Option shall be rounded up to the nearest whole number of shares.




     (c) Option Price. The purchase price per share of Common Stock under each Option shall
be established by the Committee. The Option price shall be subject to adjustment in
accordance with the provisions of Section 9.3 hereof.




     (d) Option Documentation. Options shall be evidenced in such form as the Committee
shall approve and contain such terms and conditions as shall be contained therein or
incorporated by way of reference to the Incentive Plan or any associated instrument
governing the corresponding option to purchase LMC Common Stock or LMC SAR (to the extent
such terms and conditions would be applicable to the grant of an Option), which need not be
the same for all Options.



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     6.2 Exercise and/or Termination of Options.




     (a) Terms of Option. Options granted under this Plan may be exercised at the same time
and in the same manner as the corresponding option to purchase LMC Common Stock or LMC SAR
(to the extent applicable to the grant of an Option). Options granted under this Plan shall
expire at the same time and in the same manner as the corresponding option to purchase LMC
Common Stock or LMC SAR (to the extent applicable to the grant of an Option), as provided in
the applicable Incentive Plan and any associated instrument governing such option to
purchase LMC Common Stock or LMC SAR; provided, however, that a Participant’s employment or
service with the Company, LMC or any of their respective Subsidiaries shall be deemed to be
employment or service with the Company and LMC for all purposes under an Option.




     (b) Payment on Exercise. No shares of Common Stock shall be issued on the exercise of
an Option unless paid for in full at the time of purchase. Payment for shares of Common
Stock purchased upon the exercise of an Option and any amounts required under Section 9.4
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 Option agreement and may be subject
to such conditions as the Committee deems appropriate.




     (c) Value of Shares. Unless otherwise determined by the Committee and provided in the
applicable Option 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.




     (d) 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 9.4,
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
Option agreement, (i) no Participant or other person exercising an Option shall have any of
the rights of a stockholder of the Company with respect to shares of Common 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



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or other rights for which the record date is prior to the date of such due exercise and
full payment.



ARTICLE VII




Administration of Plan




     7.1 The Committee. This Plan shall be administered solely by the Compensation Committee of
the Board or such other committee of the Board as the Board shall designate to administer the Plan.
A majority of the Committee shall constitute a quorum thereof and the actions of a majority of the
Committee at a meeting at which a quorum is present, or actions unanimously approved in writing by
all members of the Committee, shall be the actions of the Committee. Vacancies occurring on the
Committee shall be filled by the Board. The Committee shall have full and final authority to
interpret this Plan and any instruments evidencing Stock Incentives granted hereunder, to
prescribe, amend and rescind rules and regulations, if any, relating to this Plan and to make all
determinations necessary or advisable for the administration of this Plan. The Committee’s
determination in all matters referred to herein shall be conclusive and binding for all purposes
and upon all persons including, but without limitation, the Company, LMC, the shareholders of the
Company, the shareholders of LMC, the Committee and each of the members thereof, and the
Participants, and their respective successors in interest. The Committee may delegate any of its
rights, powers and duties to any one or more of its members, or to any other person, by written
action as provided herein, acknowledged in writing by the delegate or delegates, except that the
Committee may not delegate to any person the authority to grant Stock Incentives to, or take other
action with respect to, Participants who are subject to Section 16 of the Exchange Act. Such
delegation may include, without limitation, the power to execute any documents on behalf of the
Committee.



     7.2 Liability of Committee. 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. The
Committee shall have the power to engage outside consultants, auditors or other professionals to
assist in the fulfillment of the Committee’s duties under this Plan at the Company’s expense.



     7.3 Determinations of the Committee. The Committee may, in its sole discretion, waive any
provisions of any Stock Incentive, provided such waiver is not inconsistent with the terms of the
applicable Incentive Plan, any associated instrument or this Plan as then in effect.



ARTICLE VIII




Amendment and Termination of Plan




     8.1 Amendment, Modification, Suspension or Termination. The Board may from time to time
amend, modify, suspend or terminate the Plan for the purpose of meeting or addressing any changes
in legal requirements or for any other purpose permitted by law except that (i) subject to Section
9.6, no amendment or alteration that would impair the rights of any Participant under any Stock
Incentive awarded to such Participant shall be made without such Participant’s



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consent and (ii) no amendment or alteration shall be effective prior to approval by the
Company’s shareholders to the extent such approval is then required pursuant to applicable legal
requirements or the applicable requirements of the securities exchange on which the Company’s
Common Stock is listed. With the consent of the Participant, or as otherwise permitted under
Section 9.6, and subject to the terms and conditions of the Plan, the Committee may amend
outstanding Stock Incentive agreements with any Participant, including any amendment which would
(i) accelerate the time or times at which the Stock Incentive may be exercised and/or (ii) extend
the scheduled expiration date of the Stock Incentive.




     8.2 Termination. The Board may at any time terminate this Plan as of any date specified in a
resolution adopted by the Board. If not earlier terminated, this Plan shall terminate on the last
date that any Option granted hereunder may be exercised or any restriction applicable to a
Restricted Stock Award granted hereunder has lapsed, whichever occurs later.



ARTICLE IX




Miscellaneous Provisions




     9.1 Exclusion from Pension and Profit-Sharing Computation. By acceptance of a Stock
Incentive, unless otherwise provided in the applicable Stock Incentive agreement, each Participant
shall be deemed to have agreed that such Stock Incentive 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 Participant shall be deemed to have agreed that such Stock Incentive will not affect the
amount of any life insurance coverage, if any, provided by the Company on the life of the
Participant which is payable to such beneficiary under any life insurance plan covering employees
of the Company or any Subsidiary of the Company.



     9.2 Government and Other Regulations. The obligation of the Company with respect to Stock
Incentives 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 is 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 Participants under the Plan and (ii) to file in a timely manner all reports required
to be filed by it under the Exchange Act.



     9.3 Adjustments.




     (a) 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



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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
9.3(b)) affects any series of Common Stock so that an adjustment is 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 subject to outstanding Stock Incentives, and (ii) the purchase or exercise price
with respect to any of the foregoing, provided, however, that the number of shares subject
to any Stock Incentive shall always be a whole number. Notwithstanding the foregoing, if
all shares of any series of Common Stock are redeemed, then each outstanding Stock Incentive
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 Stock Incentive, including, in the case of Options or similar rights, the
aggregate exercise price, shall remain constant before and after the substitution (unless
otherwise determined by the Committee and provided in the applicable Stock Incentive
agreement). The Committee may, if deemed appropriate, provide for a cash payment of a Stock
Incentive to a Participant in connection with any adjustment made pursuant to this Section
9.3(a).




     (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 Stock Incentive
agreement or in the Plan, unless the applicable Stock Incentive agreement provides
otherwise: (i) in the case of an Option, each such outstanding Option granted under the
Plan shall become exercisable in full in respect of the aggregate number of shares covered
thereby; and (ii) in the case of Common Stock awarded under a Restricted Stock Award, any
restriction period applicable to each such Common Stock shall be deemed to have expired and
all such Common Stock shall become vested. Notwithstanding the foregoing, unless otherwise
provided in the applicable Stock Incentive agreement, the Committee may, in its discretion,
determine that any or all outstanding Stock Incentives 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
Stock Incentive or to assume such Stock Incentive and to make such new or assumed Stock
Incentive, as nearly as may be practicable, equivalent to the old Stock Incentive (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.



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     9.4 Withholding of Taxes. The Company’s obligation to deliver shares of Common Stock or pay
cash in respect of any Stock Incentives under the Plan shall be subject to applicable federal,
state and local tax withholding requirements. Federal, state and local withholding tax due upon
the exercise of any Option or upon the vesting of, or expiration of restrictions with respect to
Common Stock granted under Restricted Stock Awards, may, in the discretion of the Committee, be
paid in shares of the applicable series of Common Stock already owned by the Participant or through
the withholding of shares otherwise issuable to such Participant, upon such terms and conditions
(including the conditions referenced in Section 6.2) as the Committee shall determine. If the
Participant shall fail to pay, or make arrangements satisfactory to the Committee for the payment
of, all such federal, state and local taxes required to be withheld with respect to a Stock
Incentive, 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 Participant an amount equal to any federal, state or
local taxes of any kind required to be withheld with respect to such Stock Incentive.



     9.5 Restrictions on Benefit. Notwithstanding any provision of this Plan to the contrary, the
provisions of any Incentive Plan concerning restrictions on benefits (in order to avoid excise
taxes on the Participant under Section 4999 of the Code or the disallowance of a deduction to the
Company pursuant to Section 280G of the Code) are specifically incorporated by this reference.



     9.6 Section 409A. Notwithstanding any provision in this Plan or the Incentive Plan to the
contrary, if any Plan or Incentive Plan provision or any Stock Incentive thereunder 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 or Incentive Plan
provision and/or that Stock Incentive 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
Participant’s right to a Stock Incentive or require the consent of the Participant.




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