ex4-3.htm


     

          

    Exhibit
      4.3

    


    


     

    2007
      NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

         
      OF CONMED CORPORATION

      

    The
      2007
      Non-Employee Director Equity Compensation Plan of CONMED Corporation (this
      "Plan") is established to attract and retain highly qualified individuals
      who are not current or former employees of CONMED Corporation (the "
      Company ") as members of the Board of Directors of the Company and to enable
      them to increase their ownership in the common stock, par value $0.01 per share,
      of the Company (the " Common Stock ").  This Plan will be
      beneficial to the Company and its stockholders because it will allow these
      directors to have a greater personal financial stake in the Company through
      the
      ownership of the Common Stock, in addition to underscoring their common interest
      with stockholders in increasing the long-term value of the Common
      Stock.

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    “Award”
      means an award made pursuant to the Plan as described in Section 5.

     

    “Award
      Agreement” means the written document by which each Award is
      evidenced.

     

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

     

    “Certificate”
      means a stock certificate (or other appropriate document or evidence of
      ownership) representing shares of Common Stock.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, and
      the
      applicable rulings and regulations thereunder.

     

    “Committee”
      means the Compensation Committee of the Board of Directors, as described in
      Section 2.

     

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

     

    “Fair
      Market Value” means, with respect to a share of Common Stock on any day, the
      closing price of the Common Stock on the principal securities exchange on which
      the shares of Common Stock are then traded, or, if not traded, the price set
      by
      the Committee.

     

    “Non-Employee
      Directors” has the meaning ascribed in Section 3.

     

    “Prior
      Plan” means the Stock Incentive Plan for Non-Employee Directors of CONMED
      Corporation.

     

    
      	
              2.

            	
              PLAN
                ADMINISTRATION

            


    

     

    (a)           Committee.  The
      Plan shall be administered by the Committee, which shall consist of at least
      two
      members of the Board of Directors who shall be appointed by, and shall serve
      at
      the pleasure of, the Board of Directors.  Except as otherwise
      determined by the Board of Directors, the members of the Committee shall be
      “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934
      (the “Exchange Act”); provided, however, that the failure of the Committee to be
      so comprised shall not cause any Award to be invalid.  The Committee
      may delegate any of its powers under the Plan to a subcommittee of the Committee
      (which hereinafter shall also be referred to as the Committee).

     

    (b)           Authority.
      The Committee shall have complete control over the administration of the Plan
      and shall have the authority in its sole discretion to (i) exercise all of
      the
      powers granted to it under the Plan, (ii) construe, interpret and implement
      the
      Plan and all Award Agreements, (iii) prescribe, amend and rescind rules and
      regulations relating to the Plan, including rules governing its own operations,
      (iv) make all determinations necessary or advisable in administering the Plan,
      (v) correct any defect, supply any omission and reconcile any inconsistency
      in
      the Plan, (vi) amend the Plan to reflect changes in applicable law, (vii) grant
      Awards and determine who shall receive Awards, (viii) amend any outstanding
      Award Agreement to accelerate the time or times at which the Award becomes
      vested, unrestricted or may be exercised, or to waive or amend any goals,
      restrictions or conditions set forth in such Award Agreement, or reflect a
      change in the grantee's circumstances, and (ix) determine whether, to what
      extent and under what circumstances and method or methods (A)
      Awards

     

    


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    may
      be
      (1) settled in cash, shares of Common Stock, other securities, other Awards
      or
      other property, (2) exercised or (3) canceled, forfeited or suspended
      (including, without limitation, canceling underwater stock appreciation rights
      without any payment to the grantee), (B) shares of Common Stock, other
      securities, other Awards or other property and other amounts payable with
      respect to an Award may be deferred either automatically or at the election
      of
      the grantee thereof or of the Committee and (C) Awards may be settled by the
      Company, any of its subsidiaries or affiliates or any of its or their
      designees.  Other than as provided in Section 4(b), the Committee
      shall not be permitted to reduce the reference price of a stock appreciation
      right after such Award has been granted.

     

    (c)           Actions.  Actions
      of the Committee may be taken by the vote of a majority of its members present
      at a meeting (which may be held telephonically).  Any action may be
      taken by a written instrument signed by a majority of the Committee members,
      and
      action so taken shall be fully as effective as if it had been taken by a vote
      at
      a meeting.  The determination of the Committee on all matters relating
      to the Plan or any Award Agreement shall be final, binding and
      conclusive.  The Committee may allocate among its members and delegate
      to any person who is not a member of the Committee any of its administrative
      responsibilities.

     

    (d)           Board
      Authority.  Notwithstanding anything to the contrary contained
      herein, the Board may, in its sole discretion, at any time and from time to
      time, grant Awards or administer the Plan.  The Board shall have all
      of the authority and responsibility granted to the Committee
      herein.

     

    (e)           No
      Liability.  No member of the Board or the Committee or any
      employee of the Company or its subsidiaries or affiliates (each such person,
      a
“ Covered Person”) shall have any liability to any person (including any
      grantee) for any action taken or omitted to be taken or any determination made
      in good faith with respect to the Plan or any Award.  Each Covered
      Person shall be indemnified and held harmless by the Company against and from
      (i) any loss, cost, liability or expense (including attorneys' fees) that may
      be
      imposed upon or incurred by such Covered Person in connection with or resulting
      from any action, suit or proceeding to which such Covered Person may be a party
      or in which such Covered Person may be involved by reason of any action taken
      or
      omitted to be taken under the Plan or any Award Agreement and (ii) any and
      all
      amounts paid by such Covered Person, with the Company's approval, in settlement
      thereof, or paid by such Covered Person in satisfaction of any judgment in
      any
      such action, suit or proceeding against such Covered Person, provided that
      the
      Company shall have the right, at its own expense, to assume and defend any
      such
      action, suit or proceeding and, once the Company gives notice of its intent
      to
      assume the defense, the Company shall have sole control over such defense with
      counsel of the Company's choice.  The foregoing right of
      indemnification shall not be available to a Covered Person to the extent that
      a
      court of competent jurisdiction in a final judgment or other final adjudication,
      in either case not subject to further appeal, determines that the acts or
      omissions of such Covered Person giving rise to the indemnification claim
      resulted from such Covered Person's bad faith, fraud or willful criminal act
      or
      omission.  The foregoing right of indemnification shall not be
      exclusive of any other rights of indemnification to which Covered Persons may
      be
      entitled under the Company's Certificate of Incorporation or Bylaws, as a matter
      of law, or otherwise, or any other power that the Company may have to indemnify
      such persons or hold them harmless.

     

    
      	
              3.

            	
              ELIGIBILITY

            


    

     

    All
      members of the Board who are not current or former employees of the Company
      or
      any of its subsidiaries ("Non-Employee Directors ") are eligible to
      participate in this Plan.

     

    
      	
              4.

            	
              SHARES
                AVAILABLE

            


    

     

    (a)           Number
      of Shares Available.  Subject to adjustment pursuant to Section
      4(b), the total number of shares of Common Stock which may be delivered pursuant
      to Awards granted under the Plan shall not exceed 125,000 shares plus the number
      of shares of Common Stock that remain available for issuance under the Prior
      Plan as of the effective date of this Plan.  No further grants may be
      made under the Prior Plan after the effective date of this Plan.  If
      any Award under this Plan (or any award granted under the Prior Plan) is
      forfeited or otherwise terminates or is canceled without the delivery of shares
      of Common Stock or shares of Common

     

    


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    Stock
      are
      surrendered or withheld from any Award under this Plan (or any award granted
      under the Prior Plan) to satisfy a grantee's income tax or other withholding
      obligations, then the shares covered by such forfeited, terminated or canceled
      Award (or award under the Prior Plan) or which are equal to the number of shares
      surrendered or withheld shall become available to be delivered pursuant to
      Awards granted or to be granted under this Plan.  Shares of Common
      Stock which may be delivered pursuant to Awards may be authorized but unissued
      Common Stock or authorized and issued Common Stock held in the Company's
      treasury or otherwise acquired for the purposes of the Plan.

     

    (b)           Recapitalization
      Adjustment.  In the event that any dividend or other distribution
      (whether in the form of cash, shares of Common Stock, other securities, or
      other
      property), recapitalization, forward or reverse stock split, reorganization,
      merger, consolidation, spin-off, combination, repurchase, share exchange,
      liquidation, dissolution or other similar corporate transaction or event affects
      the Common Stock such that the failure to make an adjustment to an Award would
      not fairly protect the rights represented by the Award in accordance with the
      essential intent and principles thereof, then the Committee shall, in such
      manner as it may determine to be equitable in its sole discretion, adjust any
      or
      all of the terms of an outstanding Award (including, without limitation, the
      number of shares of Common Stock covered by such outstanding Award, the type
      of
      property to which the Award is subject and the reference price of such
      Award).

     

    
      	
              5.

            	
              TYPES
                OF AWARDS

            


    

     

    (a)           Stock
      Appreciation Rights.

     

    (1)           Grant.  The
      Committee may grant stock appreciation rights in reference to shares of Common
      Stock, in such amounts and subject to such terms and conditions as the Committee
      may determine.  The form, terms and conditions of each stock
      appreciation right shall be determined by the Committee and shall be set forth
      in an Award Agreement.  Such terms and conditions may include, without
      limitation, provisions relating to the vesting and exercisability of such stock
      appreciation rights as well as the conditions or circumstances upon which such
      stock appreciation rights may be accelerated, extended, forfeited or otherwise
      modified.

     

    (2)           Price.  The
      price referenced by each stock appreciation right shall be fixed by the
      Committee at the time such Award is granted, but in no event shall it be less
      than the Fair Market Value of a share of Common Stock on the date on which
      the
      Award is granted.  Such exercise price shall thereafter be subject to
      adjustment pursuant to Section 4(b) hereof.

     

    (3)           Exercise.  After
      receiving notice from the grantee of the exercise of a stock appreciation right
      for which payment will be made by the Company partly or entirely in shares
      of
      Common Stock, the Company shall, subject to the provisions of the Plan or any
      Award Agreement, deliver the shares of Common Stock.

     

    (4)           Duration.  The
      duration of any stock appreciation right granted under this Plan shall be for
      a
      period fixed by the Committee but shall in no event be more than ten (10)
      years.

     

    (b)           Restricted
      Stock Units. The Committee may grant Awards of restricted stock units in
      such amounts and subject to such terms and conditions as the Committee shall
      determine.  A grantee of a restricted stock unit will have only the
      rights of a general unsecured creditor of the Company until delivery of shares
      of Common Stock, cash or other securities or property is made as specified
      in
      the applicable Award Agreement.  On the delivery date, the grantee of
      each restricted stock unit not previously forfeited shall receive one share
      of
      Common Stock, or cash, securities or other property equal in value to a share
      of
      Common Stock or a combination thereof, as specified by the
      Committee.

     

    (c)           Award
      Agreements.  Each Award granted under the Plan shall be evidenced
      by an Award Agreement which shall contain such provisions and conditions as
      the
      Committee deems appropriate.  By accepting an Award pursuant to the
      Plan, a grantee thereby agrees that the Award shall be subject to all of
      the

     

    


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    terms
      and
      provisions of the Plan and the applicable Award Agreement.

     

    
      	
              6.

            	
              AWARD
                GRANTS

            


    

     

    (a)           Automatic
      Annual Grants.  Each year on the first business day following the
      Company's Annual Meeting of Stockholders, each individual elected, reelected
      or
      continuing as a Non-Employee Director shall automatically receive stock
      appreciation rights covering 2,500 shares of Common Stock and 1,000 restricted
      stock units and such Awards shall vest no earlier than the first anniversary
      of
      such date (provided that such Awards may be subject to additional restrictions
      as  contained in an Award Agreement).  Such stock
      appreciation rights shall have a reference price equal to the Fair Market Value
      of a share of Common Stock on the date of grant.

     

    (b)           Grants
      to Newly Appointed Non-Employee Directors. The Board
      may make other grants of Awards to Non-Employee Directors who are appointed
      to
      the Board outside of the context of an election at the Company's Annual Meeting
      of Stockholders (grants under this Section 6(b) shall only be in connection
      with
      such appointment).

     

    
      	
              7.

            	
              TERMINATION
                OF SERVICE

            


    

     

    Upon
      termination of service as a Non-Employee Director, such grantee's Awards of
      stock appreciation rights which are vested shall be exercisable at any time
      prior to the expiration date of the stock appreciation rights or within one
      year
      after the date of such termination, whichever is the shorter
      period.  Upon termination of service as a Non-Employee Director, the
      shares of Common Stock underlying such grantee's Awards of restricted stock
      units which are then vested shall be delivered to the grantee.  Unless
      otherwise specified in an Award Agreement, any unvested stock appreciation
      rights or restricted stock units shall terminate upon the termination of a
      grantee's service as a Non-Employee Director.

     

    
      	
              8.

            	
              NO
                RIGHTS AS A SHAREHOLDER

            


    

     

    No
      grantee of an Award (or other person having rights pursuant to an Award) shall
      have any of the rights of a shareholder of the Company with respect to shares
      of
      Common Stock subject to an Award until the delivery of such
      shares.  Except as otherwise provided in Section 4(b), no adjustments
      shall be made for dividends or distributions (whether ordinary or extraordinary,
      and whether in cash, Common Stock, other securities or other property) on,
      or
      other events relating to, shares of Common Stock subject to an Award for which
      the record date is prior to the date such shares are delivered.

     

    
      	
              9.

            	
              AMENDMENT
                OF THIS PLAN

            


    

     

    The
      Board
      may from time to time suspend, discontinue, revise or amend the Plan in any
      respect whatsoever, provided, however, that, no amendment shall materially
      adversely affect a grantee without such person's prior written
      consent.

     

    
      	
              10.

            	
              TAX
                WITHHOLDING

            


    

     

    If
      the
      Company shall be required to withhold any amounts by reason of a federal, state
      or local tax laws, rules or regulations in respect of any Award, the Company
      shall be entitled to deduct or withhold such amounts from any payments
      (including, without limitation shares of Common Stock which would otherwise
      be
      issued to the grantee pursuant to the Award; provided that, to the extent
      desired for GAAP purposes, such withholding shall not exceed the statutory
      minimum amount required to be withheld) to be made to the grantee.

     

    
      	
              11.

            	
              REQUIRED
                CONSENTS AND LEGENDS

            


    

     

    If
      the
      Committee shall at any time determine that any consent (as hereinafter defined)
      is necessary or desirable as a condition of, or in connection with, the granting
      of any Award, the delivery of shares of Common Stock or the delivery of any
      cash, securities or other property under the Plan, or the taking of any other
      action thereunder (each such action being hereinafter referred to as a “ plan
      action”), then such plan action shall not be taken, in whole or

     

    


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    in
      part,
      unless and until such consent shall have been effected or obtained to the full
      satisfaction of the Committee.  The Committee may direct that any
      Certificate evidencing shares delivered pursuant to the Plan shall bear a legend
      setting forth such restrictions on transferability as the Committee may
      determine to be necessary or desirable, and may advise the transfer agent to
      place a stop order against any legended shares.  The term “
      consent” as used herein with respect to any plan action includes (a) any and
      all listings, registrations or qualifications in respect thereof upon any
      securities exchange or under any federal, state, or local law, or law, rule
      or
      regulation of a jurisdiction outside the United States, (b) any and all written
      agreements and representations by the grantee with respect to the disposition
      of
      shares, or with respect to any other matter, which the Committee may deem
      necessary or desirable to comply with the terms of any such listing,
      registration or qualification or to obtain an exemption from the requirement
      that any such listing, qualification or registration be made, (c) any and all
      other consents, clearances and approvals in respect of a plan action by any
      governmental or other regulatory body or any stock exchange or self-regulatory
      agency, (d) any and all consents by the grantee to (i) the Company's supplying
      to any third party recordkeeper of the Plan such personal information as the
      Committee deems advisable to administer the Plan, (ii) the Company, or its
      applicable subsidiary or affiliate, deducting amounts from the grantee's wages,
      or another arrangement satisfactory to the Committee, to reimburse the Company,
      or its applicable subsidiary or affiliate, for advances made on the grantee's
      behalf to satisfy certain withholding and other tax obligations in connection
      with an Award and (iii) the Company imposing lockup conditions, sales and
      transfer procedures and restrictions and hedging restrictions on shares of
      Common Stock delivered under the Plan and (e) any and all consents or
      authorizations required to comply with, or required to be obtained under,
      applicable local law or otherwise required by the Committee.  Nothing
      herein shall require the Company to list, register or qualify the shares of
      Common Stock on any securities exchange.

     

    
      	
              12.

            	
              RIGHT
                OF OFFSET

            


    

     

    The
      Company and its subsidiaries and affiliates shall have the right to offset
      against its obligation to deliver shares of Common Stock (or other property
      or
      cash) under the Plan or any Award Agreement any outstanding amounts the grantee
      then owes to the Company or its subsidiaries or affiliates.

     

    
      	
              13.

            	
              NONASSIGNABILITY

            


    

     

    Except
      to
      the extent otherwise expressly provided in the applicable Award Agreement,
      no
      Award (or any rights and obligations thereunder) granted to any person under
      the
      Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated,
      fractionalized, hedged or otherwise disposed of (including through the use
      of
      any cash-settled instrument), whether voluntarily or involuntarily, other than
      by will or by the laws of descent and distribution, and all such Awards (and
      any
      rights thereunder) shall be exercisable during the life of the grantee only
      by
      the grantee or the grantee's legal representative.  Notwithstanding
      the preceding sentence, the Committee may permit, under such terms and
      conditions that it deems appropriate in its sole discretion, a grantee to
      transfer any Award to any person or entity that the Committee so
      determines.  Any sale, transfer, assignment, pledge, hypothecation,
      fractionalization, hedge or other disposition in violation of the provisions
      of
      this Section 13 shall be void.  All of the terms and conditions of
      this Plan and the Award Agreements shall be binding upon any such permitted
      successors and assigns.

     

    
      	
              14.

            	
              COMPLIANCE
                WITH SEC REGULATIONS

            


    

     

    It
      is the
      Company's intent that the Plan comply in all respects with Rule 16b-3 under
      the
      Exchange Act.  If any provision of the Plan is later found not to be
      in compliance with such Rule, the provision shall be deemed null and
      void.  All actions with respect to Awards under the Plan shall be
      executed in accordance with the requirements of Section 16 of the Act, as
      amended, and any regulations promulgated thereunder.  To the extent
      that any of the provisions contained herein do not conform with Rule 16b-3
      of
      the Exchange Act or any amendments thereto or any successor regulation, then
      the
      Committee may make such modifications so as to conform the Plan and any Awards
      granted thereunder to the Rule's requirements.

     

    
      	
              15.

            	
              CHANGE
                IN CONTROL

            


    

     

    (a)           In
      the event of a Change in Control, as hereinafter defined, (i) each stock
      appreciation right shall be deemed fully vested and exercisable, (ii) the
      restrictions applicable to all restricted stock units shall

     

    


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    lapse
      and
      such restricted stock units shall be deemed fully vested, (iii) all performance
      conditions shall be deemed satisfied in full, and (iv) all restricted stock
      units shall be paid in cash if so specified by the
      Committee.   The amount of any cash payment in respect of a
      restricted stock unit shall be equal to:  (A) in the event the Change
      in Control is the result of a tender offer or exchange offer for Common Stock,
      the final offer price per share paid for the Common Stock or (B) in the event
      the Change in Control is the result of any other occurrence, the aggregate
      per
      share value of Common Stock as determined by the Committee at such
      time.  The Committee may, in its discretion, include such further
      provisions and limitations in any agreement documenting such Awards as it may
      deem equitable and in the best interests of the Company.

     

    (b)           A
      "Change in Control" shall mean the occurrence of any one of the following
      events:  (i) any "person" (as such term is defined in Section 3(A)(9)
      of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the
      Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3
      under
      the Exchange Act), directly or indirectly, of securities of the Company
      representing 25% or more of the combined voting power of the Company's then
      outstanding securities eligible to vote for the election of the Board (the
      "
      Company Voting Securities "); provided, however, that the event described in
      this clause (i) shall not be deemed to be a Change in Control by virtue of
      any
      of the following acquisitions:  (A) by the Company or any of its
      subsidiaries, (B) by any employee benefit plan sponsored or maintained by the
      Company or any of its subsidiaries, (C) by any underwriter temporarily holding
      securities pursuant to an offering of such securities, or (D) pursuant to a
      Non-Control Transaction (as defined in clause (iii) below); (ii) during any
      period of not more than two years, individuals who constitute the Board as
      of
      the beginning of the period (the " Incumbent Directors ") cease for any
      reason to constitute at least a majority of the Board, provided that any person
      becoming a director subsequent to the beginning of the period, whose election
      or
      nomination for election was approved by a vote (either by 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) of at least
      three-quarters of the Incumbent Directors who remain on the Board, including
      those directors whose election or nomination for election was previously so
      approved, shall also be deemed to be an Incumbent Director; provided; however,
      that no individual initially elected or nominated as a director of the Company
      as a result of an actual or threatened election contest with respect to
      directors or any other actual or threatened solicitation of proxies or consents
      by or on behalf of any person other than the Board shall be deemed to be an
      Incumbent Director; (iii) the consummation of a merger, consolidation, share
      exchange or similar form of corporate reorganization of the Company (or any
      such
      type of transaction involving the Company or any of its subsidiaries that
      requires the approval of the Company's shareholders, whether for the transaction
      or the issuance of securities in the transaction or otherwise) (a " Business
      Combination "), unless immediately following such Business
      Combination:  (A) more than 60% of the total voting power of the
      corporation resulting from such Business Combination  (including,
      without limitation, any corporation which directly or indirectly has beneficial
      ownership of 100% of the Company Voting Securities) eligible to elect directors
      of such corporation is represented by shares that were Company Voting Securities
      immediately prior to such Business Combination (either by remaining outstanding
      or being converted), and such voting power is in substantially the same
      proportion as the voting powers of such Company Voting Securities immediately
      prior to the Business Combination, (B) no person (other than any holding company
      resulting from such Business Combination, any employee benefit plan sponsored
      or
      maintained by the Company (or the corporation resulting from such business
      Combination)) immediately following the consummation of the Business Combination
      becomes the beneficial owner, directly or indirectly, of 25% or more of the
      total voting power of the outstanding voting securities eligible to elect
      directors of the corporation resulting from such Business Combination, and
      (C)
      at least a majority of the members of the board of directors of the corporation
      resulting from such Business Combination were Incumbent Directors at the time
      of
      the approval of the execution of the initial agreement providing for such
      Business Combination (any Business Combination which satisfies the conditions
      in
      clauses (A), (B) and (C) is referred to hereunder as a " Non-Control
      Transaction "); or (iv) the shareholders of the Company approve a plan of
      complete liquidation or dissolution of the Company or the sale of all or
      substantially all of its assets.  Notwithstanding the foregoing, a
      Change in Control shall not be deemed to occur solely because any person
      acquires beneficial ownership of more than 25% of the Company Voting Securities
      as a result of the acquisition of Company Voting Securities by the Company
      which
      reduces the number of Company Voting Securities outstanding; provided, that
      if
      after such acquisition by the Company such person becomes the beneficial owner
      of additional Company Voting Securities that increases the percentage of
      outstanding Company Voting Securities beneficially owned by such person, a
      Change in Control of the Company shall then occur.

     

    
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              16.

            	
              NO
                THIRD PARTY BENEFICIARIES

            


    

     

    Except
      as
      expressly provided in an Award Agreement, neither the Plan nor any Award
      Agreement shall confer on any person other than the Company and the grantee
      of
      the Award any rights or remedies
      thereunder; provided  that the exculpation and
      indemnification provisions of Section 2(e) shall inure to the benefit of a
      Covered Person's estate, beneficiaries and legatees.

     

    
      	
              17.

            	
              SUCCESSORS
                AND ASSIGNS

            


    

     

    The
      terms
      of this Plan shall be binding upon and inure to the benefit of the Company
      and
      its successors and assigns.

     

    
      	
              18.

            	
              GOVERNING
                LAW

            


    

     

    This
      Plan
      and all rights and obligations under this Plan shall be construed in accordance
      with and governed by the laws of the State of New York.

     

    
      	
              19.

            	
              EFFECTIVE
                DATE

            


    

     

    This
      Plan
      was adopted on March 2, 2007.  This Plan shall become effective upon
      shareholder approval of the Plan.

     

    
      	
              20.

            	
              TERM

            


    

     

    Unless
      sooner terminated by the Board, this Plan shall terminate on the day before
      the
      tenth anniversary of the date the Plan was approved by shareholders;
provided  that any Award granted prior to the date of such Plan
      termination shall continue pursuant to its terms and the terms of this
      Plan.

     

    


    


    E-7