EXHIBIT 10.13.2


 


 


WASHINGTON
GROUP INTERNATIONAL, INC.


 


EQUITY
AND PERFORMANCE INCENTIVE PLAN


 


of


 


January
25, 2002


 


 


AMENDED AND RESTATED AS
OF AUGUST 14, 2003


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Annual Meeting

  	
   

  
	
   

  	
  Appreciation Right

  	
   

  
	
   

  	
  Board

  	
   

  
	
   

  	
  Change in Control

  	
   

  
	
   

  	
  Code

  	
   

  
	
   

  	
  Common Shares

  	
   

  
	
   

  	
  Covered Employee

  	
   

  
	
   

  	
  Date of Grant

  	
   

  
	
   

  	
  Deferral Period

  	
   

  
	
   

  	
  Deferred Shares

  	
   

  
	
   

  	
  Designated Subsidiary

  	
   

  
	
   

  	
  Effective Date

  	
   

  
	
   

  	
  Evidence of Award

  	
   

  
	
   

  	
  Exchange Act

  	
   

  
	
   

  	
  Incentive Stock Options

  	
   

  
	
   

  	
  Management Objectives

  	
   

  
	
   

  	
  Market Value per Share

  	
   

  
	
   

  	
  Non-Employee Director

  	
   

  
	
   

  	
  Optionee

  	
   

  
	
   

  	
  Option Price

  	
   

  
	
   

  	
  Option Right

  	
   

  
	
   

  	
  Participant

  	
   

  
	
   

  	
  Performance Period

  	
   

  
	
   

  	
  Performance Share

  	
   

  
	
   

  	
  Performance Unit

  	
   

  
	
   

  	
  Plan of Reorganization

  	
   

  
	
   

  	
  Reload Option Rights

  	
   

  
	
   

  	
  Restricted Shares

  	
   

  
	
   

  	
  Retirement

  	
   

  
	
   

  	
  Rule 16b-3

  	
   

  
	
   

  	
  Securities Act

  	
   

  
	
   

  	
  Spread

  	
   

  
	
   

  	
  Subsidiary

  	
   

  
	
   

  	
  Termination for Cause

  	
   

  
	
   

  	
  Voting Shares

  	
   

  
	
   

  	
  Year of Service

  	
   

  



 

















 


	
  3.

  	
  Shares Available Under
  the Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Option Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Appreciation Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Restricted Shares

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Deferred Shares

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Performance
  Shares and Performance Units

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Awards to Non-Employee
  Directors

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Transferability

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Adjustments

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Change in Control

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Fractional Shares

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Withholding Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Participation
  by Employees of Designated Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  Foreign Employees

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  Administration of the Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Amendments, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Termination

  	
   

  



 


ii

















 


WASHINGTON
GROUP INTERNATIONAL, INC.


 


EQUITY AND PERFORMANCE
INCENTIVE PLAN


 


1.             Purpose.  The
purpose of the Equity and Performance Incentive Plan (this “Plan”) is to
attract and retain directors, officers and key employees for Washington Group
International, Inc. (the “Corporation”) and its Subsidiaries and to provide to
such persons incentives and rewards for superior performance.


 


2.             Definitions.  As used in this Plan:


 


“Annual Meeting”  means the annual meeting of stockholders of
the Corporation.


 


“Appreciation Right”
means a right granted pursuant to Section 5 of this Plan.


 


“Board” means the Board of Directors
of the Corporation and, to the extent of any delegation by the Board to a
committee (or subcommittee thereof) pursuant to Section 17 of this Plan, such
committee (or subcommittee thereof).


 


“Change in Control” shall have the
meaning provided in Section 12 of this Plan.


 


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


 


“Common Shares” means shares of
common stock, par value $.01 per share, of the Corporation or any security into
which such shares of common stock may be changed by reason of any transaction
or event of the type referred to in Section 11 of this Plan.


 


“Covered Employee” means a Participant
who is, or who the Board determines may eventually become, a “covered employee”
within the meaning of Section 162(m) of the Code (or any successor provision).


 


“Date of Grant” means the date
specified by the Board on which a grant of Option Rights, Appreciation Rights,
Performance Shares or Performance Units or a grant or sale of Restricted Shares
or Deferred Shares shall become effective (which date shall not be earlier than
the date on which the Board takes action with respect thereto) and shall also
include the date on which a grant of Option Rights to a Non-Employee Director
becomes effective pursuant to Section 9 of this Plan.


 


“Deferral Period” means the period
of time during which Deferred Shares are subject to deferral limitations under
Section 7 of this Plan.


 


“Deferred Shares” means an award
made pursuant to Section 7 of this Plan of the right to receive Common Shares
at the end of a specified Deferral Period.


 


“Designated Subsidiary”
means a Subsidiary that is (a) not a corporation or (b) a corporation
in which at the time the Corporation owns or controls, directly or indirectly,
less than 80% of the total combined voting power represented by all classes of
stock issued by such corporation.


 


“Effective Date” means the effective
date of the Plan of Reorganization 


 

















 


“Evidence of Award” means an
agreement, certificate, resolution or other type of writing or other evidence
approved by the Board which sets forth the terms and conditions of the Option
Rights, Appreciation Rights, Performance Units, Performance Shares, Restricted
Shares, Deferred Shares or other awards. 
An Evidence of Award may be in an electronic medium, may be limited to a
notation on the books and records of the Corporation and, with the approval of
the Board (or committee or subcommittee thereof delegated pursuant to
Section 17 of this Plan), need not be signed by a representative of the
Corporation or a Participant.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, as
such law, rules and regulations may be amended from time to time.


 


“Incentive Stock Options”
means Option Rights that are intended to qualify as “incentive stock options”
under Section 422 of the Code or any successor provision.


 


“Management Objectives”
means the measurable performance objective or objectives established pursuant
to this Plan for Participants who have received grants of Performance Shares or
Performance Units or, when so determined by the Board, Option Rights,
Appreciation Rights, Restricted Shares and dividend credits pursuant to this
Plan.  Management Objectives may be
described in terms of Corporation-wide objectives or objectives that are
related to the performance of the individual Participant or of the Subsidiary,
division, department, region or function within the Corporation or Subsidiary
in which the Participant is employed. 
The Management Objectives may be made relative to the performance of
other corporations.  The Management
Objectives applicable to any award to a Covered Employee shall be based on
specified levels of or growth in one or more of the following criteria:


 


1.             earnings;


 


2.             earnings per share
(earnings per share will be calculated without regard to any change in
accounting standards that may be required by the Financial Accounting Standards
Board after the goal is established);


 


3.             share price;


 


4.             total shareholder
return;


 


5.             return on invested
capital, equity, or assets;


 


6.             operating earnings;


 


7.             sales growth;


 


8.             productivity
improvement;


 


If the Board determines
that a change in the business, operations, corporate structure or capital
structure of the Corporation, or the manner in which it conducts its business,
or other events or circumstances render the Management Objectives unsuitable,
the Board may in its discretion modify such Management Objectives or the
related minimum acceptable level of achievement, in whole or in part, as the
Board deems appropriate and equitable, except in the case of a Covered Employee
where such action would result in the loss of the otherwise available


 

















 


exemption under Section 162(m) of the Code.  In such case, the Board shall not make any modification of the
Management Objectives or minimum acceptable level of achievement.


 


“Market Value per Share”
means, as of any particular date, the closing sale price per Common Share on
the national securities exchange on which the Common Shares are then listed,
the final reported bid sale price per Common Share on the principal national
automated system which the Common Shares are then quoted or, if the Common
Shares are not then listed or quoted, the fair market value of the Common
Shares as determined by the Board.


 


“Non-Employee Director”
means a Director of the Corporation who is not an employee of the Corporation
or any Subsidiary.


 


“Optionee” means the optionee named
in an Evidence of Award evidencing an outstanding Option Right.


 


“Option Price” means the purchase
price payable on exercise of an Option Right.


 


“Option Right” means the right to
purchase Common Shares upon exercise of an option granted pursuant to Section 4
or Section 9 of this Plan.


 


“Participant” means a person who is
selected by the Board to receive benefits under this Plan and who is at the
time an officer or other key employee of the Corporation or any one or more of
its Subsidiaries, or who has agreed to commence serving in any of such
capacities within 90 days of the Date of Grant, and shall also include each
Non-Employee Director who receives an award of Option Rights pursuant to
Section 9 of this Plan; provided, however, that for purposes of Sections 4, 5,
7 and 8 of this Plan, Participant shall not include such Non-Employee Director.


 


“Performance Period”
means, in respect of a Performance Share or Performance Unit, a period of time
established pursuant to Section 8 of this Plan within which the Management
Objectives relating to such Performance Share or Performance Unit are to be
achieved.


 


“Performance Share”
means a bookkeeping entry that records the equivalent of one Common Share
awarded pursuant to Section 8 of this Plan.


 


“Performance Unit” means a
bookkeeping entry that records a right to payment, the value of which is
contingent upon performance as measured against pre-determined Management
Objectives established pursuant to Section 8 of this Plan.


 


“Plan of
Reorganization” means the Corporation’s Second Amended Joint
Plan of Reorganization, as modified, which was confirmed on December 21, 2001
pursuant to an order of the United States Bankruptcy Court for the District of
Nevada in bankruptcy case 01-31-627, including such order and the related
findings of fact and conclusions of law.


 


“Reload Option Rights”
means additional Option Rights granted automatically to an Optionee upon the
exercise of Option Rights pursuant to Section 4(i) or Section 9(a)(viii) of
this Plan.


 

















 


“Restricted Shares”
means Common Shares granted or sold pursuant to Section 6 or Section 9 of this
Plan as to which neither the substantial risk of forfeiture nor the prohibition
on transfers referred to in such Section 6 has expired.


 


“Retirement” means a termination of
employment with the Corporation and its Subsidiaries at or after the attainment
of (a) age 65, (b) age 55 with at least ten Years of Service, or (c) 30 Years
of Service.


 


“Rule l6b-3” means Rule 16b-3 of the
Securities and Exchange Commission (or any successor rule to the same effect)
as in effect from time to time.


 


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
as such law, rules and regulations may be amended from time to time.


 


“Spread” means the excess of the
Market Value per Share of the Common Shares on the date when an Appreciation
Right is exercised, or on the date when Option Rights are surrendered in
payment of the Option Price of other Option Rights, over the Option Price
provided for in the related Option Right.


 


“Subsidiary” means a corporation,
company or other entity (a) more than 50% of whose outstanding shares or
securities (representing the right to vote for the election of directors or
other managing authority) are, or (b) that does not have outstanding
shares or securities (as may be the case in a partnership, joint venture or
unincorporated association), but more than 50% of whose ownership interest
representing the right generally to make decisions for such other entity is,
now or hereafter, owned or controlled, directly or indirectly, by the
Corporation except that for purposes of determining whether any person may be a
Participant for purposes of any grant of Incentive Stock Options, “Subsidiary”
means any corporation in which at the time the Corporation owns or controls,
directly or indirectly, more than 50% of the total combined voting power
represented by all classes of stock issued by such corporation.


 


“Termination for Cause”
means a termination of a Participant’s employment following:


 


(a)           the determination by
the Corporation or the Board that the Participant has ceased to perform his
duties to the Corporation (other than as a result of his incapacity due to
physical or mental illness or injury), which failure amounts to an intentional
or extended neglect of his duties to the Corporation, or


(b)           the Corporation’s or
Board’s determination that the Participant has engaged in or is about to engage
in conduct materially injurious to the Corporation, or


(c)           the Participant having
been convicted of, or plead guilty or no contest to, a felony or the failure of
the Participant to follow instruction of the Board or his direct superiors.


 


“Voting Shares”
means at any time, the then-outstanding securities entitled to vote generally
in the election of directors of the Corporation.


 


“Year of Service” means a year of
service as defined pursuant to the Washington Group International, Inc. 401(k)
Retirement Savings Plan (or any successor plan thereto) for vesting purposes.


 

















 


3.             Shares Available Under the Plan.  


 


(a)           Subject
to adjustment as provided in Section 11 of this Plan, the number of Common
Shares that may be issued or transferred (i) upon the exercise of Option
Rights or Appreciation Rights, (ii) as Restricted Shares and released from
substantial risks of forfeiture thereof, (iii) as Deferred Shares,
(iv) in payment of Performance Shares or Performance Units that have been
earned, (v) as awards to Non-Employee Directors or (vi) in payment of
dividend equivalents paid with respect to awards made under the Plan shall not
exceed in the aggregate 6,002,000 shares plus any shares relating to awards
that expire or are forfeited or cancelled. 
Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing.  Upon the
payment of any Option Price by the transfer to the Corporation of Common Shares
or upon satisfaction of any withholding amount by means of transfer or
relinquishment of Common Shares, there shall be deemed to have been issued or
transferred under this Plan only the net number of Common Shares actually
issued or transferred by the Corporation.


 


(b)           Notwithstanding
anything in this Section 3, or elsewhere in this Plan, to the contrary, the
aggregate number of Common Shares actually issued or transferred by the
Corporation upon the exercise of Incentive Stock Options shall not exceed
5,952,000 shares.  Further, no
Participant shall be granted Option Rights for more than 3,500,000 Common
Shares during any calendar year, subject to adjustments as provided in Section
11 of this Plan.


 


(c)           Upon
payment in cash of the benefit provided by any award granted under this Plan,
any shares that were covered by that award shall again be available for issue
or transfer hereunder.


 


(d)           Notwithstanding
any other provision of this Plan to the contrary, in no event shall any
Participant in any calendar year receive more than 200,000 Appreciation Rights,
subject to adjustments as provided in Section 11 of this Plan.


 


(e)         Notwithstanding any other
provision of this Plan to the contrary, in no event shall any Participant in
any calendar year receive more than 200,000 Restricted Shares or 200,000
Deferred Shares, subject to adjustments as provided in Section 11 of this Plan.


 


(f)            Notwithstanding
any other provision of this Plan to the contrary, in no event shall any
Participant in any calendar year receive an award of Performance Shares or
Performance Units having an aggregate maximum value as of their respective
Dates of Grant in excess of $2,000,000.


 


4.             Option
Rights.  The Board may,
from time to time and upon such terms and conditions as it may determine,
authorize the granting to Participants of options to purchase Common
Shares.  Each such grant may utilize any
or all of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:


 


(a)           Each
grant shall specify the number of Common Shares to which it pertains, subject
to the limitations set forth in Section 3 of this Plan.


 

















 


(b)           Each
grant shall specify an Option Price per share, which shall be set by the Board;
provided, however, that such price shall be no less than the par value of a
share of Common Stock, and in the case of Incentive Stock Options, such price
shall be not less than the Market Value per share on the Date of the Grant.


 


(c)           Each
such Option Right shall become exercisable as determined by the Board and set
forth in the applicable Option Rights Agreement.  Such Option rights shall become exercisable in full immediately
in the event of a Change in Control. 
Each such Option Right granted under this Plan shall expire no later
than ten years from the Date of Grant and shall be subject to earlier
termination as hereinafter provided and as set forth in the applicable Option
Rights Agreement.


 


(d)           Each
such Incentive Stock Option shall terminate automatically and without further
notice after the employee ceases to be an employee of the Company and its
Subsidiaries for any reason other than as described in Section 4(e) of
this Plan; provided, however, that the employee shall have until the first to
occur of (i) the stated expiration date of such Option Right or
(ii) the 90th calendar day following the effective date of any
such termination of employment to exercise Option Rights that had vested and
become exercisable as of such effective date of termination of employment to
exercise Incentive Stock Options that had vested and become exercisable as of
such effective date of termination of employment.


 


(e)           In
the event of the  (i) death, (ii)
disability or (iii) Retirement under a retirement plan of the company or one of
its Subsidiaries at or after the earliest voluntary retirement age provided or
in such retirement plan or retirement at any earlier age with consent of the
Board, each of the then outstanding Incentive Stock Options of such holder may
be exercised at any time within three years after such death, disability or
retirement, but in no event after the expiration date of the term of such
Incentive Stock Options.


 


(f)            Each
grant shall specify whether the Option Price shall be payable (i) in cash or by
check acceptable to the Corporation, (ii) by the actual or constructive
transfer to the Corporation of nonforfeitable, unrestricted Common Shares owned
for more than six months by the Optionee (or other consideration authorized
pursuant to subsection (g) below) having a value at the time of exercise equal
to the total Option Price or (iii) by a combination of such methods of payment.


 


(g)           The
Board may determine, at or after the Date of Grant, that payment of the Option
Price of any option (other than an Incentive Stock Option) may also be made in
whole or in part in the form of Restricted Shares or other Common Shares that
are forfeitable or subject to restrictions on transfer, Deferred Shares,
Performance Shares (based, in each case, on the Market Value per Share on the
date of exercise), other Option Rights (based on the Spread on the date of
exercise) or Performance Units.  Unless
otherwise determined by the Board at or after the Date of Grant, whenever any
Option Price is paid in whole or in part by means of any of the forms of
consideration specified in this paragraph, the Common Shares received upon the
exercise of the Option Rights shall be subject to such risks of forfeiture or
restrictions on transfer as may correspond to any that apply to the
consideration surrendered, but only to the extent of (i) the number of


 

















 


shares or Performance
Shares, (ii) the Spread of any unexercisable portion of Option Rights or
(iii) the stated value of Performance Units surrendered.


 


(h)           Any
grant may provide for deferred payment of the Option Price from the proceeds of
sale through a bank or broker on a date satisfactory to the Corporation of some
or all of the shares to which such exercise relates.


 


(i)            Any
grant may, at or after the Date of Grant, provide for the automatic grant of
Reload Option Rights to an Optionee upon the exercise of Option Rights
(including Reload Option Rights) using Common Shares or other consideration
specified in paragraph (g) above. 
Reload Option Rights shall cover up to the number of Common Shares,
Deferred Shares, Option Rights or Performance Shares (or the number of Common
Shares having a value equal to the value of any Performance Units) surrendered
to the Corporation upon any such exercise in payment of the Option Price or to
meet any withholding obligations. 
Reload Options may have an Option Price that is no less than that which
represents the same percentage of the Market Value per Share at the time of
exercise of the Option Rights that the per share Option Price represented of
the Market Value per Share at the time the Option Rights being exercised were
granted and shall be on such other terms as may be specified by the Directors,
which may be the same as or different from those of the original Option Rights.


 


(j)            Successive
grants may be made to the same Participant whether or not any Option Rights
previously granted to such Participant remain unexercised.


 


(k)           Any
grant of Option Rights may specify Management Objectives that must be achieved
as a condition to the exercise of such rights.


 


(l)            Option
Rights granted under this Plan may be (i) options, including, without
limitation, Incentive Stock Options, that are intended to qualify under
particular provisions of the Code, (ii) options that are not intended so
to qualify or (iii) combinations of the foregoing.


 


(m)          The
Board may, at or after the Date of Grant of any Option Rights (other than
Incentive Stock Options), provide for the payment of dividend equivalents to
the Optionee on either a current or deferred or contingent basis or may provide
that such equivalents shall be credited against the Option Price.


 


(n)           The
exercise of an Option Right shall result in the cancellation on a
share-for-share basis of any related Appreciation Right authorized under
Section 5 of this Plan.


 


(o)           Each
grant of Option Rights shall be evidenced by an Option Rights Agreement, which
shall contain such terms and provisions, consistent with this Plan, as the
Board may approve.


 


(p)           Each grant of Option
Rights shall be subject to the provisions of Section 19(g) of this Plan.


 

















 


5.             Appreciation Rights.  The Board may also authorize the granting to
any Optionee of Appreciation Rights in respect of Option Rights granted
hereunder at any time prior to the exercise or termination of such related
Option Rights; provided, however, that an Appreciation Right awarded in
relation to an Incentive Stock Option must be granted concurrently with such
Incentive Stock Option.  An Appreciation
Right shall be a right of the Optionee, exercisable by surrender of the related
Option Right, to receive from the Corporation an amount determined by the
Board, which shall be expressed as a percentage of the Spread (not exceeding
100%) at the time of exercise. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:


 


(a)           Any
grant may specify that the amount payable on exercise of an Appreciation Right
may be paid by the Corporation in cash, in Common Shares or in any combination
thereof and may either grant to the Participant or retain in the Board the
right to elect among those alternatives.


 


(b)           Any
grant may specify that the amount payable on exercise of an Appreciation Right
may not exceed a maximum specified by the Board at the Date of Grant.


 


(c)           Any
grant may specify waiting periods before exercise and permissible exercise
dates or periods and shall provide that no Appreciation Right may be exercised
except at a time when the related Option Right is also exercisable and at a
time when the Spread is positive. 


 


(d)           Any
grant may specify that such Appreciation Right may be exercised only in the
event of a Change in Control or other similar transaction or event.


 


(e)           Each
grant of Appreciation Rights shall be evidenced by an Evidence of Award that
shall describe such Appreciation Rights, identify the related Option Rights,
state that such Appreciation Rights are subject to all the terms and conditions
of this Plan, and contain such other terms and provisions, consistent with this
Plan, as the Board may approve.


 


(f)            Any
grant of Appreciation Rights may specify Management Objectives that must be
achieved as a condition of the exercise of such rights.


 


(g)           Each
grant of Appreciation Rights shall be subject to the provisions of Section
19(g) of this plan.


 


6.             Restricted
Shares.  The Board may
also authorize the grant or sale to Participants of Restricted Shares. Each
such grant or sale may utilize any or all of the authorizations, and shall be
subject to all of the requirements, contained in the following provisions:


 


(a)           Each
such grant or sale shall constitute an immediate transfer of the ownership of
Common Shares to the Participant in consideration of the performance of
services, entitling such Participant to voting, dividend and other ownership
rights, but subject to the substantial risk of forfeiture and restrictions on
transfer hereinafter referred to.


 

















 


(b)           Each
such grant or sale may be made without additional consideration or in
consideration of a payment by such Participant that is less than Market Value
per Share at the Date of Grant.


 


(c)           Each
such grant or sale shall provide that the Restricted Shares covered by such
grant or sale shall be subject, except (if the Board shall so determine) in the
event of a Change in Control or other similar transaction or event, for a
period of not less than three years to be determined by the Board at the Date
of Grant, to a “substantial risk of forfeiture” within the meaning of Section
83 of the Code.


 


(d)           Each
such grant or sale shall provide that during the period for which such
substantial risk of forfeiture is to continue, the transferability of the
Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Board at the Date of Grant (which restrictions may
include, without limitation, rights of repurchase or first refusal in the
Corporation or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee).


 


(e)           Any
grant of Restricted Shares may specify Management Objectives that, if achieved,
will result in termination or early termination of the restrictions applicable
to such shares and each grant may specify with respect to such specified
Management Objectives, a minimum acceptable level of achievement and shall set
forth a formula for determining the number of Restricted Shares on which
restrictions will terminate if performance is at or above the minimum level,
but falls short of full achievement of the specified Management Objectives.


 


(f)            Any
such grant or sale of Restricted Shares may require that any or all dividends
or other distributions paid thereon during the period of such restrictions be
automatically deferred and reinvested in additional Restricted Shares, which
may be subject to the same restrictions as the underlying award.


 


(g)           Each
grant or sale of Restricted Shares shall be evidenced by an Evidence of Award
that shall contain such terms and provisions, consistent with this Plan, as the
Board may approve.  Unless otherwise
directed by the Board, all certificates representing Restricted Shares shall be
held in custody by the Corporation until all restrictions thereon shall have
lapsed, together with a stock power or powers executed by the Participant in
whose name such certificates are registered, endorsed in blank and covering
such Shares.


 


(h)           Each
grant or sale of Restricted shares shall be subject to the provisions of
Section 19(g) of this plan.


 


7.             Deferred Shares.  The Board may also authorize the granting or
sale of Deferred Shares to Participants. 
Each such grant or sale may utilize any or all of the authorizations,
and shall be subject to all of the requirements contained in the following
provisions:


 


(a)           Each
such grant or sale shall constitute the agreement by the Corporation to deliver
Common Shares to the Participant in the future in consideration of the


 

















 


performance of services,
but subject to the fulfillment of such conditions during the Deferral Period as
the Board may specify.


 


(b)           Each
such grant or sale may be made without additional consideration or in
consideration of a payment by such Participant that is less than the Market
Value per Share at the Date of Grant.


 


(c)           Each
such grant or sale shall be subject, except (if the Board shall so determine)
in the event of a Change in Control or other similar transaction or event, to a
Deferral Period of not less than one year, as determined by the Board at the
Date of Grant.


 


(d)           During
the Deferral Period, the Participant shall have no right to transfer any rights
under his or her award and shall have no rights of ownership in the Deferred
Shares and shall have no right to vote them, but the Board may, at or after the
Date of Grant, authorize the payment of dividend equivalents on such Shares on
either a current or deferred or contingent basis, either in cash or in
additional Common Shares.


 


(e)           Each
grant or sale of Deferred Shares shall be evidenced by an Evidence of Award
containing such terms and provisions, consistent with this Plan, as the Board
may approve.


 


(f)            Each
grant or sale of Deferred Shares shall be subject to the provisions of Section
19(g) of this plan.


 


8.             Performance Shares and Performance Units.  The Board may also authorize the granting of
Performance Shares and Performance Units that will become payable to a
Participant upon achievement of specified Management Objectives.  Each such grant may utilize any or all of
the authorizations, and shall be subject to all of the requirements, contained
in the following provisions:


 


(a)           Each
grant shall specify the number of Performance Shares or Performance Units to
which it pertains, which number may be subject to adjustment to reflect changes
in compensation or other factors; provided, however, that no such adjustment
shall be made in the case of a Covered Employee.


 


(b)           The
Performance Period with respect to each Performance Share or Performance Unit
shall be such period of time (not less than one year, except in the event of a
Change in Control or other similar transaction or event, if the Board shall so
determine) commencing with the Date of Grant (as shall be determined by the
Board at the time of grant).


 


(c)           Any
grant of Performance Shares or Performance Units shall specify Management
Objectives that, if achieved, will result in payment or early payment of the
award, and each grant may specify with respect to such specified Management
Objectives a minimum acceptable level of achievement and shall set forth a
formula for determining the number of Performance Shares that will be earned or
the value of Performance Units that will be paid if performance is at or above
the minimum


 

















 


level.  The grant of Performance Shares or
Performance Units shall specify that, before the Performance Shares shall be
earned or the Performance Units shall be paid, the Board must certify that the
Management Objectives have been satisfied.


 


(d)           Each
grant shall specify a minimum acceptable level of achievement in respect of the
specified Management Objectives below which no payment will be made and shall
set forth a formula for determining the amount of payment to be made if
performance is at or above such minimum.


 


(e)           Each
grant shall specify the time and manner of payment of Performance Shares or
Performance Units.  Any grant may
specify that the amount payable with respect thereto may be paid by the
Corporation in cash, in Common Shares or in any combination thereof and may
either grant to the Participant or retain in the Board the right to elect among
those alternatives.


 


(f)            Any
grant of Performance Shares may specify that the amount payable with respect
thereto may not exceed a maximum specified by the Board at the Date of
Grant.  Any grant of Performance Units
may specify that the amount payable or the number of Common Shares issued with
respect thereto may not exceed maximums specified by the Board at the Date of
Grant.


 


(g)           The
Board may, at or after the Date of Grant of Performance Shares, provide for the
payment of dividend equivalents to the holder thereof on either a current or
deferred or contingent basis, either in cash or in additional Common Shares.


 


(h)           Each
grant of Performance Shares or Performance Units shall be evidenced by an
Evidence of Award containing such other terms and provisions, consistent with
this Plan, as the Board may approve.


 


(i)            Each
grant of Performance Shares or Performance Units shall be subject to the
provisions of Section 19(g) of this plan.


 


9.             Awards to Non-Employee Directors.  The Board may, from time to time and upon
such terms and conditions as it may determine, authorize the granting to
Non-Employee Directors of Option Rights and may also authorize the grant or
sale of Restricted Shares to Non-Employee Directors.


 


(a)           Each
grant of Option Rights awarded pursuant to this Section 9 shall be evidenced by
an Evidence of Award, and shall be subject to the following additional terms
and conditions:


 


(i)            Each
grant shall specify the number of Common Shares to which it pertains subject to
the limitations set forth in Section 3 of this Plan.


 


(ii)           Each
grant shall specify an Option Price per share, which shall be set by the Board;
provided, however, that such price shall be no less than the par value of a
share of Common stock, and in the case of Incentive Stock Options, such price
shall be not less than the Market Value per Share on the Date of Grant.


 

















 


(iii)          Each such Option Right shall become
exercisable as determined by the Board and set forth in the applicable Option
Rights Agreement.  Such Option Rights
shall become exercisable in full immediately in the event of a Change in
Control. Each such Option Right granted under this Plan shall expire no later
than ten years from the Date of Grant and shall be subject to earlier
termination as hereinafter provided and as set forth in the applicable Option
Rights Agreement.


 


(iv)          Any
Option rights may provide that a Director who has completed a specified period
of service on the Board or attained a specified age will be entitled to
exercise any such Option Rights immediately in full at any time after any such
termination until their stated expiration date.


 


(v)           If
a Non-Employee Director subsequently becomes an employee of the Corporation or
a Subsidiary while remaining a member of the Board, any Option Rights held
under the Plan by such individual at the time of such commencement of
employment shall not be affected thereby.


 


(vi)          Option
Rights may be exercised by a Non-Employee Director only upon payment to the
Corporation in full of the Option Price of the Common Shares to be
delivered.  Such payment shall be made
in cash or in Common Shares previously owned by the optionee for more than six
months, or in a combination of cash and such Common Shares.


 


(vii)         Each grant may provide for the automatic grant
of Reload Option Rights to an Optionee upon the exercise of Option Rights
(including Reload Option Rights) using Common Shares.  Reload Option Rights shall cover up to the number of Common
Shares surrendered to the Corporation upon any such exercise in payment of the
Option Price.  Reload Options may have
an Option Price that is no less than that which represents the same percentage
of the Market Value per Share at the time of exercise of the Option Rights that
the per share Option Price represented of the Market Value per Share at the
time the Option Rights being exercised were granted and shall be on such other
terms as may be specified by the Directors, which may be the same as or
different from those of the original Option Rights.


 


(b)           Each
grant or sale of Restricted Shares pursuant to this Section 9 shall be upon
terms and conditions consistent with Section 6 of this Plan.


 


10.          Transferability.  


 


(a)           Except
as otherwise determined by the Board, no Option Right, Appreciation Right or
other derivative security granted under the Plan shall be transferable by an
Optionee other than by will or the laws of descent and distribution, except (in
the case of a Participant who is not a Director or officer of the Corporation)
to a fully revocable trust of which the Optionee is treated as the owner for
federal income tax purposes.  Except as
otherwise determined by the Board, Option Rights and Appreciation Rights shall
be exercisable during the Optionee’s lifetime


 

















 


only by him or her or by his or her guardian or legal
representative.  Notwithstanding the
foregoing, the Board in its sole discretion, may provide for transferability of
particular awards under this Plan so long as such provisions will not
disqualify the exemption for other awards under Rule 16b-3.


 


(b)           The
Board may specify at the Date of Grant that part or all of the Common Shares
that are (i) to be issued or transferred by the Corporation upon the exercise
of Option Rights or Appreciation Rights, upon the termination of the Deferral
Period applicable to Deferred Shares or upon payment under any grant of
Performance Shares or Performance Units or (ii) no longer subject to the
substantial risk of forfeiture and restrictions on transfer referred to in
Section 6 of this Plan, shall be subject to further restrictions on transfer.


 


11.          Adjustments.  The Board may make or provide for such
adjustments in the numbers of Common Shares covered by outstanding Option
Rights, Appreciation Rights, Deferred Shares and Performance Shares granted
hereunder, in the prices per share applicable to such Option Rights and
Appreciation Rights and in the kind of shares covered thereby, as the Board, in
its sole discretion, exercised in good faith, may determine is equitably
required to prevent dilution or enlargement of the rights of Participants or Optionees
that otherwise would result from (a) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital
structure of the Corporation or (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation
or other distribution of assets or issuance of rights or warrants to purchase
securities or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. 
Moreover, in the event of any such transaction or event, the Board, in
its discretion, may provide in substitution for any or all outstanding awards
under this Plan such alternative consideration as it, in good faith, may
determine to be equitable in the circumstances and may require in connection
therewith the surrender of all awards so replaced.  The Board may also make or provide for such adjustments in the
numbers of shares specified in Section 3 of this Plan and in the number of Option
Rights to be granted automatically pursuant to Section 9 of this Plan as the
Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 11.


 


12.          Change in Control.  For purposes of this Plan, a “Change in Control”
shall mean if at any time any of the following events shall have occurred:


 


(a)           The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either:
(i) the then-outstanding Common Shares or (ii) the Voting Shares;
provided, however, that the following acquisitions shall not constitute a
Change in Control: (A) any acquisition directly from the Corporation,
(B) any acquisition by the Corporation, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Corporation
or any Subsidiary of the Corporation or (D) any acquisition by any Person
pursuant to a transaction that complies with clauses (i), (ii) and (iii) of
Section 12(c) of this Plan; or


 

















 


(b)           Individuals
who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason (other than death or disability) to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date, whose election, or nomination for
election by the Corporation’s stockholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board (either by a
specific vote or by approval of the proxy statement of the Corporation in which
such person is named as a nominee for director, without objection to such
nomination) shall be considered as though such individual were a member of the
Incumbent Board, but excluding for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest (within the meaning of Rule 14a-11 of the Exchange Act) with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; provided, further, that Finally Designated Members (as
defined in the Plan of Reorganization) who replace Interim Members (as defined
in the Plan of Reorganization) on the Board in accordance with the Plan of
Reorganization and Bylaw 10(b) of the Corporation’s Amended and Restated Bylaws
shall be considered as though such Finally Designated Members were members of
the Incumbent Board; or


 


(c)           Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Corporation (a “Business
Combination”), in each case, unless, following such Business Combination,
(i) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Common Shares and Voting Shares
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the entity resulting from such Business Combination (including,
without limitation, an entity that as a result of such transaction owns the
Corporation or all or substantially all of the Corporation’s assets either
directly or through one or more subsidiaries) in substantially the same
proportions relative to each other as their ownership, immediately prior to
such Business Combination, of the Common Shares and Voting Shares, as the case may
be, (ii) no Person (excluding any entity resulting from such Business
Combination or any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or such entity resulting from such Business
Combination) beneficially owns, directly or indirectly, 15% or more of,
respectively, the then-outstanding shares of common stock of the entity
resulting from such Business Combination, or the combined voting power of the
then-outstanding voting securities of such corporation except to the extent
that such ownership existed prior to the Business Combination and (iii) at
least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board providing for such Business Combination; or


 

















 


(d)           Approval
by the stockholders of the Corporation of a complete liquidation or dissolution
of the Corporation.


 


13.          Fractional Shares.  The Corporation shall not be required to
issue any fractional Common Shares pursuant to this Plan.  The Board may provide for the elimination of
fractions or for the settlement of fractions in cash.


 


14.          Withholding Taxes.  To the extent that the Corporation is required
to withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Corporation for such withholding are
insufficient, it shall be a condition to the receipt of such payment or the
realization of such benefit that the Participant or such other person make
arrangements satisfactory to the Corporation for payment of the balance of such
taxes required to be withheld, which arrangements (in the discretion of the
Board) may include relinquishment of a portion of such benefit.  Participants shall also make such
arrangements as the Corporation may require for the payment of any withholding
tax obligations that may arise in connection with the disposition of shares
acquired upon the execution of Option Rights. 
In no event, however, shall the Corporation accept Common Shares for
payment of taxes in excess of required tax withholding rates, except that, in
the discretion of the Committee, a Participant or such other person may
surrender Common Shares owned for more than six months to satisfy any tax
obligations resulting from any such transaction.


 


15.          Participation by Employees of Designated Subsidiaries.  As a condition to the effectiveness of any
grant or award to be made hereunder to a Participant who is an employee of a
Designated Subsidiary, whether or not such Participant is also employed by the
Corporation or another Subsidiary, the Board may require such Designated
Subsidiary to agree to transfer to such employee (when, as and if provided for
under this Plan and any applicable agreement entered into with any such
employee pursuant to this Plan) the Common Shares that would otherwise be
delivered by the Corporation, upon receipt by such Designated Subsidiary of any
consideration then otherwise payable by such Participant to the
Corporation.  Any such award shall be
evidenced by an agreement between the Participant and the Designated
Subsidiary, in lieu of the Corporation, on terms consistent with this Plan and
approved by the Board and such Designated Subsidiary.  All such Common Shares so delivered by or to a Designated
Subsidiary shall be treated as if they had been delivered by or to the Corporation
for purposes of Section 3 of this Plan, and all references to the Corporation
in this Plan shall be deemed to refer to such Designated Subsidiary, except for
purposes of the definition of “Board” and except in other cases where the
context otherwise requires.


 


16.          Foreign Employees.  In order to facilitate the making of any
grant or combination of grants under this Plan, the Board may provide for such
special terms for awards to Participants who are foreign nationals or who are
employed by the Corporation or any Subsidiary outside of the United States of
America as the Board may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Board may approve
such supplements to or amendments, restatements or alternative versions of this
Plan as it may consider necessary or appropriate for such purposes, without
thereby affecting the terms of this Plan as in effect for any other purpose,
and the Secretary or other appropriate officer of the Corporation may certify
any such document as having been approved and adopted in the same manner as
this Plan.  No such special terms,
supplements, amendments or restatements, however,


 

















 


shall include any provisions that are inconsistent with the terms of
this Plan as then in effect unless this Plan could have been amended to
eliminate such inconsistency without further approval by the shareholders of
the Corporation.


 


17.          Administration
of the Plan.


 


(a)           This
Plan shall be administered by the Board, which may from time to time delegate
all or any part of its authority under this Plan to a committee of the Board
(or subcommittee thereof), consisting of not less than three Non-Employee
Directors appointed by the Board of Directors, each of whom shall be a
“Non-Employee Director” within the meaning of Rule 16b-3 and an “outside
director” within the meaning of Section 162(m) of the Code.  A majority of the committee (or subcommittee
thereof) shall constitute a quorum, and the action of the members of the
committee (or subcommittee thereof) present at any meeting at which a quorum is
present, or acts unanimously approved in writing, shall be the acts of the
committee (or subcommittee thereof).


 


(b)           The
interpretation and construction by the Board of any provision of this Plan or
of any agreement, notification or document evidencing the grant of Option
Rights, Appreciation Rights, Restricted Shares, Deferred Shares, Performance
Shares or Performance Units and any determination by the Board pursuant to any
provision of this Plan or of any such agreement, notification or document shall
be final and conclusive.  No member of
the Board shall be liable for any such action or determination made in good
faith.


 


18.          Governing
Law.  The Plan and all
awards granted and actions taken thereunder shall be governed by and construed in
accordance with the internal substantive laws of the State of Delaware.


 


19.          Amendments, Etc.



 


(a)           The
Board may at any time and from time to time amend the Plan in whole or in part;
provided, however, that any amendment that must be approved by the shareholders
of the Corporation in order to comply with applicable law or the rules of any
national securities exchange upon which the Common Shares are traded or quoted
shall not be effective unless and until such approval has been obtained.  Presentation of this Plan or any amendment
hereof for shareholder approval shall not be construed to limit the
Corporation’s authority to offer similar or dissimilar benefits in plans that
do not require shareholder approval.


 


(b)           The
Board also may permit Participants to elect to defer the issuance of Common
Shares or the settlement of awards in cash under the Plan pursuant to such
rules, procedures or programs as it may establish for purposes of this
Plan.  The Board also may provide that
deferred issuances or settlements include the payment or crediting of dividend
equivalents or interest on the deferral amounts.


 


(c)           The
Board may condition the grant of any award or combination of awards authorized
under this Plan on the surrender or deferral by the Participant of his or


 

















 


her right to receive a
cash bonus or other compensation otherwise payable by the Corporation or a
Subsidiary to the Participant.


 


(d)           In
case of termination of employment by reason of death, disability or normal or
early retirement, or in the case of hardship or other special circumstances, of
a Participant who holds an Option Right or Appreciation Right not immediately
exercisable in full, or any Restricted Shares as to which the substantial risk
of forfeiture or the prohibition or restriction on transfer has not lapsed, or
any Deferred Shares as to which the Deferral Period has not been completed, or
any Performance Shares or Performance Units that have not been fully earned, or
who holds Common Shares subject to any transfer restriction imposed pursuant to
Section 10(b) of this Plan, the Board may, in its sole discretion, accelerate
the time at which such Option Right or Appreciation Right may be exercised or
the time at which such substantial risk of forfeiture or prohibition or
restriction on transfer will lapse or the time when such Deferral Period will
end or the time at which such Performance Shares or Performance Units will be
deemed to have been fully earned or the time when such transfer restriction
will terminate or may waive any other limitation or requirement under any such
award.


 


(e)           This
Plan shall not confer upon any Participant any right with respect to
continuance of employment or other service with the Corporation or any
Subsidiary, nor shall it interfere in any way with any right the Corporation or
any Subsidiary would otherwise have to terminate such Participant’s employment
or other service at any time.


 


(f)            To
the extent that any provision of this Plan would prevent any Option Right that
was intended to qualify as an Incentive Stock Option from qualifying as such,
that provision shall be null and void with respect to such Option Right.  Such provision, however, shall remain in
effect for other Option Rights and there shall be no further effect on any
provision of this Plan.


 


(g)           This
Plan, the awarding and vesting of Appreciation Rights, Deferred Shares, Option
Rights, Performance Shares, Performance Units or Restricted Shares under this
Plan and the issuance and delivery of Common Shares and the payment of money
under this Plan or under Appreciation Rights, Deferred Shares, Option Rights,
Performance Shares, Performance Units or Restricted Shares awarded hereunder
are subject to compliance with all applicable federal and state laws, rules and
regulations, including (without limitation) state and federal securities law
and federal margin requirements and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith.  Any securities delivered under this Plan
shall be subject to such restrictions, and the person acquiring such securities
shall, if requested by the Corporation, provide such assurances and
presentations to the Corporation as the Corporation may deem necessary or
desirable to assure compliance with all applicable legal requirements. To the
extent permitted by applicable law, the Plan, Appreciation Rights, Deferred
Shares, Option rights, Performance shares, Performance Units and Restricted
Shares awarded hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.


 

















 


20.          Termination.  No grant (other than an automatic grant of
Reload Option Rights) shall be made under this Plan more than ten years after
the Effective Date, but all grants made on or prior to such date shall continue
in effect thereafter subject to the terms thereof and of this Plan.