Equity Inns, Inc. 2007 Stock Incentive Plan


     

    
      

      

    

    
 

    


    


    Exhibit
      10.3

    


    


    


    


    


    


    


    


    


    


    EQUITY
      INNS, INC.

     

    2007
      STOCK INCENTIVE PLAN

    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    
      	
              ARTICLE
                I.

            	
              DEFINITIONS

            	
              1

            
	 	 	 
	
              1.01.

            	
              Acquiring
                Person

            	
              1

            
	
              1.02.

            	
              Administrator

            	
              1

            
	
              1.03.

            	
              Affiliate

            	
              1

            
	
              1.04.

            	
              Agreement

            	
              1

            
	
              1.05.

            	
              Associate

            	
              1

            
	
              1.06.

            	
              Board

            	
              1

            
	
              1.07.

            	
              Change
                in Control

            	
              2

            
	
              1.08.

            	
              Code

            	
              2

            
	
              1.09.

            	
              Committee

            	
              3

            
	
              1.10.

            	
              Common
                Stock

            	
              3

            
	
              1.11.

            	
              Company

            	
              3

            
	
              1.12.

            	
              Continuing
                Director

            	
              3

            
	
              1.13.

            	
              Control
                Affiliate

            	
              3

            
	
              1.14.

            	
              Control
                Change Date

            	
              3

            
	
              1.15.

            	
              Corresponding
                SAR

            	
              3

            
	
              1.16.

            	
              Exchange
                Act

            	
              3

            
	
              1.17.

            	
              Fair
                Market Value

            	
              4

            
	
              1.18.

            	
              Incentive
                Award

            	
              4

            
	
              1.19.

            	
              Initial
                Value

            	
              4

            
	
              1.20.

            	
              Option

            	
              4

            
	
              1.21.

            	
              Participant

            	
              4

            
	
              1.22.

            	
              Performance
                Shares

            	
              5

            
	
              1.23.

            	
              Person

            	
              5

            
	
              1.24.

            	
              Plan

            	
              5

            
	
              1.25.

            	
              Related
                Entity

            	
              5

            
	
              1.26.

            	
              SAR

            	
              5

            
	
              1.27.

            	
              Services

            	
              6

            
	
              1.28.

            	
              Stock
                Award

            	
              6

            
	 	 	 
	
              ARTICLE
                II

            	
              PURPOSES

            	
              6

            
	 	 	 
	
              ARTICLE
                III

            	
              ADMINISTRATION

            	
              6

            
	 	 	 
	
              ARTICLE
                IV

            	
              ELIGIBILITY

            	
              7

            
	 	 	 
	
              ARTICLE
                V

            	
              COMMON
                STOCK SUBJECT TO PLAN

            	
              7

            
	 	 	 
	
              5.01

            	
              Common
                Stock Issued

            	
              7

            
	
              5.02

            	
              Aggregate
                Limit

            	
              8

            
	
              5.03

            	
              Reallocation
                of Shares

            	
              8

            
	 	 	 
	
              ARTICLE
                VI

            	
              OPTIONS

            	
              9

            
	 	 	 
	
              6.01.

            	
              Award

            	
              9

            
	
              6.02.

            	
              Option
                Price

            	
              9

            
	
              6.03.

            	
              Maximum
                Option Period

            	
              9

            
	
              6.04.

            	
              Nontransferability

            	
              9

            
	
              6.05.

            	
              Transferable
                Options

            	
              10

            
	
              6.06.

            	
              Employee
                Status

            	
              10

            
	
              6.07.

            	
              Exercise

            	
              10

            
	
              6.08.

            	
              Payment

            	
              11

            
	
              6.09.

            	
              Change
                in Control

            	
              11

            
	
              6.10.

            	
              Shareholder
                Rights

            	
              11

            
	
              6.11.

            	
              Disposition
                of Shares

            	
              11

            
	 	 	 
	
              ARTICLE
                VII

            	
              SARS

            	
              11

            
	 	 	 
	
              7.01.

            	
              Award

            	
              11

            
	
              7.02.

            	
              Maximum
                SAR Period

            	
              12

            
	
              7.03.

            	
              Nontransferability

            	
              12

            
	
              7.04.

            	
              Transferable
                SARs

            	
              12

            
	
              7.05.

            	
              Exercise

            	
              12

            
	
              7.06.

            	
              Change
                in Control

            	
              13

            
	
              7.07.

            	
              Employee
                Status

            	
              13

            
	
              7.08.

            	
              Settlement

            	
              13

            
	
              7.09.

            	
              Shareholder
                Rights

            	
              13

            
	 	 	 
	
              ARTICLE
                VIII

            	
              STOCK
                AWARDS

            	
              13

            
	 	 	 
	
              8.01.

            	
              Award

            	
              13

            
	
              8.02.

            	
              Vesting

            	
              14

            
	
              8.03.

            	
              Performance
                Objectives

            	
              14

            
	
              8.04.

            	
              Employee
                Status

            	
              14

            
	
              8.05.

            	
              Change
                in Control

            	
              15

            
	
              8.06.

            	
              Shareholder
                Rights

            	
              15

            
	 	 	 
	
              ARTICLE
                IX

            	
              PERFORMANCE
                SHARE AWARDS

            	
              15

            
	 	 	 
	
              9.01.

            	
              Award

            	
              15

            
	
              9.02.

            	
              Earning
                the Award

            	
              15

            
	
              9.03.

            	
              Payment

            	
              16

            
	
              9.04.

            	
              Shareholder
                Rights

            	
              16

            
	
              9.05.

            	
              Nontransferability

            	
              16

            
	
              9.06.

            	
              Transferable
                Performance Shares

            	
              16

            
	
              9.07.

            	
              Employee
                Status

            	
              17

            
	
              9.08.

            	
              Change
                in Control

            	
              17

            
	 	 	 
	
              ARTICLE
                X

            	
              INCENTIVE
                AWARDS

            	
              17

            
	 	 	 
	
              10.01.

            	
              Award

            	
              17

            
	
              10.02.

            	
              Terms
                and Conditions

            	
              17

            
	
              10.03.

            	
              Nontransferability

            	
              18

            
	
              10.04.

            	
              Transferable
                Incentive Awards

            	
              18

            
	
              10.05.

            	
              Employee
                Status

            	
              18

            
	
              10.06.

            	
              Change
                in Control

            	
              18

            
	
              10.07.

            	
              Shareholder
                Rights

            	
              18

            
	 	 	 
	
              ARTICLE
                XI

            	
              CHANGE
                IN CONTROL

            	
              19

            
	 	 	 
	
              11.01.

            	
              Excise
                Tax

            	
              19

            
	
              11.02.

            	
              Impact
                of Change in Control

            	
              19

            
	
              11.03.

            	
              Assumption
                Upon Change in Control

            	
              20

            
	
              11.04.

            	
              Cash-Out
                Upon Change in Control

            	
              20

            
	 	 	 
	
              ARTICLE
                XII

            	
              ADJUSTMENT
                UPON CHANGE IN COMMON STOCK

            	
              20

            
	 	 	 
	
              ARTICLE
                XIII

            	
              COMPLIANCE
                WITH LAW AND APPROVAL OF

              REGULATORY
                BODIES

            	
               

              21

            
	 	 	 
	
              ARTICLE
                XIV

            	
              GENERAL
                PROVISIONS

            	
              22

            
	 	 	 
	
              14.01.

            	
              Effect
                on Employment and Service

            	
              22

            
	
              14.02.

            	
              Unfunded
                Plan

            	
              22

            
	
              14.03.

            	
              Rules
                of Construction

            	
              22

            
	 	 	 
	
              ARTICLE
                XV

            	
              AMENDMENT

            	
              22

            
	 	 	 
	
              ARTICLE
                XVI

            	
              DURATION
                OF PLAN

            	
              23

            
	 	 	 
	
              ARTICLE
                XVII

            	
              EFFECTIVE
                DATE OF PLAN

            	
              23

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      I  

     

     DEFINITIONS

     

    1.01.  Acquiring
      Person

     

    Acquiring
      Person means that a Person, considered alone or together with all Control
      Affiliates and Associates of that Person, is or becomes directly or indirectly
      the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
      securities representing at least twenty percent (20%) of (i) the Company’s then
      outstanding securities entitled to vote generally in the election of the Board;
      or (ii) Services’ then outstanding securities entitled to vote generally in the
      election of the Board of Directors of Services.

     

    1.02.  Administrator

     

    Administrator
      means the Committee and any delegate of the Committee that is appointed in
      accordance with Article III.

     

    1.03.  Affiliate

     

    Affiliate
      means any “subsidiary” or “parent” corporation (within the meaning of Section
      424 of the Code) of the Company.

     

    1.04.  Agreement

     

    Agreement
      means a written agreement (including any amendment or supplement thereto)
      between the Company and a Participant specifying the terms and conditions of
      a
      Stock Award, an award of Performance Shares, an Incentive Award or an Option
      or
      SAR granted to such Participant.

     

    1.05.  Associate

     

    Associate,
      with respect to any Person, is defined in Rule 12b-2 of the General Rules and
      Regulations under the Exchange Act. An Associate does not include the Company
      or
      a majority-owned subsidiary of the Company.

     

    1.06.  Board

     

    Board
      means the Board of Directors of the Company.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    1.07.  Change
      in Control

     

    Change
      in
      Control means (i) a Person is or becomes an Acquiring Person; (ii) holders
      of
      the securities of the Company entitled to vote thereon approve any agreement
      with a Person (or, if such approval is not required by applicable law and is
      not
      solicited by the Company, the closing of such an agreement) that involves the
      transfer of at least fifty percent (50%) of the Company’s total assets on a
      consolidated basis, as reported in the Company’s consolidated financial
      statements filed with the Securities and Exchange Commission; (iii) holders
      of
      the securities of the Company entitled to vote thereon approve a transaction
      (or, if such approval is not required by applicable law and is not solicited
      by
      the Company, the closing of such a transaction) pursuant to which the Company
      will undergo a merger, consolidation, or statutory share exchange with a Person,
      regardless of whether the Company is intended to be the surviving or resulting
      entity after the merger, consolidation, or statutory share exchange,
other than
      a
      transaction that results in the voting securities of the Company carrying the
      right to vote in elections of persons to the Board outstanding immediately
      prior
      to the closing of the transaction continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) at least 66 2/3% (sixty-six and two-thirds percent) of the Company’s
      voting securities carrying the right to vote in elections of persons to the
      Company’s Board, or such securities of such surviving entity, outstanding
      immediately after the closing of such transaction; (iv) the Continuing Directors
      cease for any reason to constitute a majority of the Board; (v) holders of
      the
      securities of the Company entitled to vote thereon approve a plan of complete
      liquidation of the Company or an agreement for the sale or liquidation by the
      Company of substantially all of the Company’s assets (or, if such approval is
      not required by applicable law and is not solicited by the Company, the
      commencement of actions constituting such a plan or the closing of such an
      agreement); or (vi) the Board adopts a resolution to the effect that, in its
      judgment, as a consequence of any one or more transactions or events or series
      of transactions or events, a Change in Control of Services or of the Company
      has
      effectively occurred. The Board shall be entitled to exercise its sole and
      absolute discretion in exercising its judgment and in the adoption of such
      resolution, whether or not any such transaction(s) or event(s) might be deemed,
      individually or collectively, to satisfy any of the criteria set forth in
      subparagraphs (i) through (v) above.

     

    1.08.  Code

     

    Code
      means the Internal Revenue Code of 1986, and any amendments
      thereto.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    1.09.  Committee

     

    Committee
      means the Compensation Committee of the Board.

     

    1.10.  Common
      Stock

     

    Common
      Stock means the common stock of the Company.

     

    1.11.  Company

     

    Company
      means Equity Inns, Inc.

     

    1.12.  Continuing
      Director

     

    Continuing
      Director means any member of the Board, while a member of the Board and (i)
      who
      was a member of the Board on March 1, 1999 or (ii) whose nomination for or
      election to the Board was recommended or approved by a majority of the
      Continuing Directors.

     

    1.13.  Control
      Affiliate

     

    Control
      Affiliate with respect to any Person, means an affiliate as defined in Rule
      12b-2 of the General Rules and Regulations under the Exchange Act.

     

    1.14.  Control
      Change Date

     

    Control
      Change Date means the date on which a Change in Control occurs. If a Change
      in
      Control occurs on account of a series of transactions, the “Control Change Date”
is the date of the last of such transactions.

     

    1.15.  Corresponding
      SAR

     

    Corresponding
      SAR means an SAR that is granted in relation to a particular Option and that
      can
      be exercised only upon the surrender to the Company, unexercised, of that
      portion of the Option to which the SAR relates.

     

    1.16.  Exchange
      Act

     

    Exchange
      Act means the Securities Exchange Act of 1934, as amended as of January 1,
      1990.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    1.17.  Fair
      Market Value

     

    Fair
      Market Value means, on any given date, the reported “closing” price of a share
      of Common Stock in the New York over-the-counter market as reported by the
      National Association of Securities Dealers, Inc. The preceding sentence to
      the
      contrary notwithstanding, if the Common Stock is listed upon an established
      stock exchange or exchanges, the Fair Market Value on any given date shall
      be
      the highest closing price of the Common Stock on such exchange or exchanges.
      If,
      on any given date, no share of Common Stock is traded on the New York
      over-the-counter market or on an established stock exchange, then Fair Market
      Value shall be determined with reference to the next preceding day that the
      Common Stock was so traded.

     

    1.18.  Incentive
      Award

     

    Incentive
      Award means an award which, subject to such terms and conditions as may be
      prescribed by the Administrator, entitles the Participant to receive a cash
      payment from the Company or an Affiliate.

     

    1.19.  Initial
      Value

     

    Initial
      Value means the amount set forth in an Agreement evidencing an SAR (which cannot
      be less than the Fair Market Value of one share of Common stock on the date
      of
      grant of an SAR). If the Agreement evidencing an SAR does not specify the
      Initial Value, then the Initial Value shall be the Fair Market Value of one
      share of Common Stock on the date of grant of the SAR. Except as provided in
      Article XII, the Administrator may not reduce the Initial Value of a previously
      granted SAR, whether through amendment, cancellation, replacement grant or
      any
      other means, without the approval of shareholders.

     

    1.20.  Option

     

    Option
      means a stock option that entitles the holder to purchase from the Company
      a
      stated number of shares of Common Stock at the price set forth in an Agreement.
      

     

    1.21.  Participant

     

    Participant
      means an employee of the Company or an Affiliate or a member of the Board,
      who
      satisfies the requirements of Article IV and is selected by the Administrator
      to
      receive an award of Performance Shares, a Stock Award, an Option, an SAR, an
      Incentive Award or a combination thereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    1.22.  Performance
      Shares

     

    Performance
      Shares means an award, in the amount determined by the Administrator, stated
      with reference to a specified number of shares of Common Stock, that in
      accordance with the terms of an Agreement entitles the holder to receive a
      cash
      payment or shares of Common Stock or a combination thereof. 

     

    1.23.  Person

     

    Person
      means any human being, firm, corporation, partnership, or other entity. “Person”
also includes any human being, firm, corporation, partnership, or other entity
      as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act. The term
      “Person” does not include the Company, Services or any Related Entity, and the
      term Person does not include any employee-benefit plan maintained by the
      Company, Services, or any Related Entity, and any person or entity organized,
      appointed, or established by the Company, Services or any Related Entity for
      or
      pursuant to the terms of any such employee-benefit plan, unless the Board or
      Services’ Board determines that such an employee-benefit plan or such person or
      entity is a “Person”.

     

    1.24.  Plan

     

    Plan
      means the Equity Inns, Inc. 2007 Stock Incentive Plan.

     

    1.25.  Related
      Entity

     

    Related
      Entity means any entity that is part of a controlled group of corporations
      or is
      under common control with the Company within the meaning of Sections 1563(a),
      414(b) or 414(c) of the Code.

     

    1.26.  SAR

     

    SAR
      means
      a stock appreciation right that in accordance with the terms of an Agreement
      entitles the holder to receive, with respect to each share of Common Stock
      encompassed by the exercise of such SAR, the amount determined by the
      Administrator and specified in an Agreement. In the absence of such a
      determination, the holder shall be entitled to receive, with respect to each
      share of Common Stock encompassed by the exercise of such SAR, the excess of
      the
      Fair Market Value on the date of exercise over the Initial Value. References
      to
“SARs” include both Corresponding SARs and SARs granted independently of
      Options, unless the context requires otherwise.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    1.27.  Services

     

    Services
      means Equity Inns Services, Inc.

     

    1.28.  Stock
      Award

     

    Stock
      Award means shares of Common Stock awarded to a Participant under
      Article VIII.

     

    ARTICLE
      II  

     

    PURPOSES

     

    The
      Plan
      is intended to assist the Company and its Affiliates in recruiting and retaining
      individuals with ability and initiative by enabling such persons to participate
      in the future success of the Company and its Affiliates and to associate their
      interests with those of the Company and its shareholders. The Plan is intended
      to permit the grant of both Options qualifying under Section 422 of the
      Code (“incentive stock options”) and Options not so qualifying, and the grant of
      SARs, Stock Awards, Performance Shares and Incentive Awards. No Option that
      is
      intended to be an incentive stock option shall be invalid for failure to qualify
      as an incentive stock option. The proceeds received by the Company from the
      sale
      of shares of Common Stock pursuant to this Plan shall be used for general
      corporate purposes.

     

    ARTICLE
      III  

     

    ADMINISTRATION

     

    The
      Plan
      shall be administered by the Administrator. The Administrator shall have
      authority to grant Stock Awards, Performance Shares, Incentive Awards, Options
      and SARs upon such terms (not inconsistent with the provisions of this Plan),
      as
      the Administrator may consider appropriate. Such terms may include conditions
      (in addition to those contained in this Plan), on the exercisability of all
      or
      any part of an Option or SAR or on the transferability or forfeitability of
      a
      Stock Award, an award of Performance Shares or an Incentive Award.
      Notwithstanding any such conditions, the Administrator may, in its discretion,
      (i) accelerate the time at which any Option or SAR may be exercised, or the
      time
      at which a Stock Award may become transferable or nonforfeitable or the time
      at
      which an Incentive Award or award of Performance Shares may be settled or (ii)
      suspend the forfeiture of any award made under this Plan. In addition, the
      Administrator shall have complete authority to interpret all provisions of
      this
      Plan; to prescribe the form of Agreements; to adopt, amend, and 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    rescind
      rules and regulations pertaining to the administration of the Plan; and to
      make
      all other determinations necessary or advisable for the administration of this
      Plan. The express grant in the Plan of any specific power to the Administrator
      shall not be construed as limiting any power or authority of the Administrator.
      Any decision made, or action taken, by the Administrator or in connection with
      the administration of this Plan shall be final and conclusive. Neither the
      Administrator nor any member of the Committee shall be liable for any act done
      in good faith with respect to this Plan or any Agreement, Option, SAR, Stock
      Award, Incentive Award or award of Performance Shares. All expenses of
      administering this Plan shall be borne by the Company.

     

    The
      Committee, in its discretion, may delegate to one or more officers of the
      Company all or part of the Committee’s authority and duties with respect to
      grants and awards to individuals who are not subject to the reporting and other
      provisions of Section 16 of the Exchange Act. The Committee may revoke or
      amend the terms of a delegation at any time but such action shall not invalidate
      any prior actions of the Committee’s delegate or delegates that were consistent
      with the terms of the Plan.

     

    ARTICLE
      IV  

     

    ELIGIBILITY

     

    Any
      employee of the Company or an Affiliate (including a corporation that becomes
      an
      Affiliate after the adoption of this Plan), is eligible to participate in this
      Plan if the Administrator, in its sole discretion, determines that such person
      has contributed significantly or can be expected to contribute significantly
      to
      the profits or growth of the Company or an Affiliate. Members of the Board
      may
      be selected to participate in this Plan without regard to whether they are
      employees of the Company or an Affiliate.

     

    ARTICLE
      V  

     

    COMMON
      STOCK SUBJECT TO PLAN

     

    5.01. Common
      Stock Issued

     

    Upon
      the
      award of Common Stock pursuant to a Stock Award or in settlement of an award
      of
      Performance Shares, the Company may issue Common Stock from its authorized
      but
      unissued Common Stock. Upon the exercise of any Option or SAR, the Company
      may
      deliver to the Participant (or the Participant’s broker if the Participant so
      directs), shares of Common Stock from its authorized but unissued Common Stock.
      

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    5.02. Aggregate
      Limit

     

    The
      maximum aggregate number of shares of Common Stock that may be issued under
      this
      Plan pursuant to the exercise of SARs and Options and the grant of Stock Awards
      and the settlement of Performance Shares is 3,800,000 shares. The maximum
      aggregate number of shares of Common Stock that may be issued under this Plan
      as
      Stock Awards and in settlement of Performance Shares is 2,750,000 shares. The
      maximum aggregate number of shares of Common Stock that may be issued under
      this
      Plan and the maximum number of shares of Common Stock that may be issued as
      Stock Awards and in settlement of Performance Shares shall be subject to
      adjustment as provided in Article XII. 

     

    If
      an SAR
      is exercised and settled, in whole or in part, with shares of Common Stock,
      the
      maximum aggregate number of shares that may be issued under this Plan shall
      be
      reduced by the number of SARs exercised rather than the number of shares issued
      in settlement of the exercise.

     

    If
      shares
      are withheld upon the exercise of an Option or SAR on account of a Participant’s
      related tax liability or if shares subject to a Stock Award or Performance
      Share
      award are reduced, withheld or surrendered on account of a Participant’s related
      tax liability, then the maximum aggregate number of shares that may be issued
      under this Plan shall be reduced by the number of shares that would have been
      issued upon the exercise of the Option or SAR or the number of shares subject
      to
      the Stock Award or Performance Share award prior to the withholding, reduction
      or surrender of shares on account of the Participant’s related tax
      liability.

     

    5.03. Reallocation
      of Shares

     

    If
      an
      Option is terminated, in whole or in part, for any reason other than its
      exercise or the exercise of a Corresponding SAR that is settled with shares
      of
      Common Stock, the number of shares allocated to the Option or portion thereof
      may be reallocated to other Options, SARs, Performance Shares, and Stock Awards
      to be granted under this Plan. If an SAR is terminated, in whole or in part,
      for
      any reason other than its exercise that is settled with shares of Common Stock
      or the exercise of a related Option, the number of shares of Common Stock
      allocated to the SAR or portion thereof may be reallocated to other Options,
      SARs, Performance Shares, and Stock Awards to be granted under this Plan. If
      an
      award of Performance Shares is terminated, in whole or in part, for any reason
      other than its settlement with shares of Common Stock, the number of shares
      allocated to the Performance Share 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    award
      or
      portion thereof may be reallocated to other Options, SARs, Performance Shares
      and Stock Awards to be granted under this Plan. If a Stock Award is forfeited,
      in whole or in part, for any reason, the number of shares of Common Stock
      allocated to the Stock Award or portion thereof may be reallocated to other
      Options, SARs, Performance Shares and Stock Awards to be granted under this
      Plan. 

     

    ARTICLE
      VI  

     

    OPTIONS

     

    6.01. Award

     

    In
      accordance with the provisions of Article IV, the Administrator will designate
      each individual to whom an Option is to be granted and will specify the number
      of shares of Common Stock covered by such awards; provided, however, that no
      Participant may be granted Options in any calendar year covering more than
      450,000 shares. 

     

    6.02. Option
      Price

     

    The
      price
      per share for shares of Common Stock purchased on the exercise of an Option
      shall be determined by the Administrator on the date of grant, but shall not
      be
      less than the Fair Market Value on the date the Option is granted. Except as
      provided in Article XII, the Administrator may not reduce the Option price
      of a
      previously granted Option, whether through amendment, cancellation, replacement
      grant or any other means without the approval of shareholders.

     

    6.03. Maximum
      Option Period

     

    The
      maximum period in which an Option may be exercised shall be determined by the
      Administrator on the date of grant, except that no Option that is an incentive
      stock option shall be exercisable after the expiration of ten years from the
      date such Option was granted. The terms of any Option that is an incentive
      stock
      option may provide that it is exercisable for a period less than such maximum
      period.

     

    6.04. Nontransferability

     

    Except
      as
      provided in Section 6.05, each Option granted under this Plan shall be
      nontransferable except by will or by the laws of descent and distribution.
      In
      the event of any transfer of an Option (by the Participant or his transferee),
      the Option and any Corresponding SAR that relates to such Option must be
      transferred to the same person or persons or entity or entities. Except as
      provided in Section 6.05, during the lifetime of the Participant to whom the
      Option is granted, the Option may be exercised only by the Participant. No
      right
      or interest of a Participant in any Option
      shall be liable for, or subject to, any lien, obligation, or liability of such
      Participant.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    6.05 Transferable
      Options

     

    Section
      6.04 to the contrary notwithstanding, if the Agreement provides, an Option
      that
      is not an incentive stock option may be transferred by a Participant to the
      Participant’s children, grandchildren, spouse, one or more trusts for the
      benefit of such family members or a partnership in which such family members
      are
      the only partners, on such terms and conditions as may be permitted under
      Securities Exchange Commission Rule 16b-3 as in effect from time to time. The
      holder of an Option transferred pursuant to this Section shall be bound by
      the
      same terms and conditions that governed the Option during the period that it
      was
      held by the Participant; provided, however, that such transferee may not
      transfer the Option except by will or the laws of descent and distribution.
      In
      the event of any transfer of an Option (by the Participant or his transferee),
      the Option and any Corresponding SAR that relates to such Option must be
      transferred to the same person or persons or entity or entities.

     

    6.06. Employee
      Status

     

    For
      purposes of determining the applicability of Section 422 of the Code
      (relating to incentive stock options), or in the event that the terms of any
      Option provide that it may be exercised only during employment or within a
      specified period of time after termination of employment, the Administrator
      may
      decide to what extent leaves of absence for governmental or military service,
      illness, temporary disability, or other reasons shall not be deemed
      interruptions of continuous employment.

     

    6.07. Exercise

     

    Subject
      to the provisions of this Plan and the applicable Agreement, an Option may
      be
      exercised in whole at any time or in part from time to time at such times and
      in
      compliance with such requirements as the Administrator shall determine;
      provided, however, that incentive stock options (granted under the Plan and
      all
      plans of the Company and its Affiliates) may not be first exercisable in a
      calendar year for shares of Common Stock having a Fair Market Value (determined
      as of the date an Option is granted) exceeding $100,000. An Option granted
      under
      this Plan may be exercised with respect to any number of whole shares less
      than
      the full number for which the Option could be exercised. A partial exercise
      of
      an Option shall not affect the right to exercise the Option from time to time
      in
      accordance with this Plan and the applicable Agreement with respect to the
      remaining shares subject 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    to
      the
      Option. The exercise of an Option shall result in the termination of any
      Corresponding SAR to the extent of the number of shares with respect to which
      the Option is exercised.

     

    6.08. Payment

     

    Subject
      to rules established by the Administrator and unless otherwise provided in
      an
      Agreement, payment of all or part of the Option price may be made in cash,
      a
      cash equivalent acceptable to the Administrator, or with shares of Common Stock.
      If shares of Common Stock are used to pay all or part of the Option price,
      the
      sum of the cash and cash equivalent and the Fair Market Value (determined as
      of
      the day preceding the date of exercise) of the shares surrendered must not
      be
      less than the Option price of the shares for which the Option is being
      exercised.

     

    6.09. Change
      in Control

     

    Section
      6.07 to the contrary notwithstanding and subject to Article XI, each outstanding
      Option shall be fully exercisable (in whole or in part at the discretion of
      the
      holder) on and after a Control Change Date.

     

    6.10. Shareholder
      Rights

     

    No
      Participant shall have any rights as a shareholder with respect to shares
      subject to his Option until the date of exercise of such Option.

     

    6.11. Disposition
      of Shares

     

    A
      Participant shall notify the Company of any sale or other disposition of shares
      acquired pursuant to an Option that was an incentive stock option if such sale
      or disposition occurs (i) within two years of the grant of an Option or
      (ii) within one year of the issuance of shares to the Participant. Such
      notice shall be in writing and directed to the Secretary of the
      Company.

     

    ARTICLE
      VII  

    SARS

     

    7.01. Award

     

    In
      accordance with the provisions of Article IV, the Administrator will designate
      each individual to whom SARs are to be granted and will specify the number
      of
      shares of Common Stock covered by such awards; provided, however, that no
      Participant may be granted SARs in any calendar year covering more than 450,000
      shares of Common Stock. For 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    purposes
      of the foregoing limits, an Option and Corresponding SAR shall be treated as
      a
      single award. In addition no Participant may be granted Corresponding SARs
      (under all incentive stock option plans of the Company and its Affiliates)
      that
      are related to incentive stock options which are first exercisable in any
      calendar year for shares of Common Stock having an aggregate Fair Market Value
      (determined as of the date the related Option is granted) that exceeds
      $100,000.

     

    7.02. Maximum
      SAR Period

     

    The
      term
      of each SAR shall be determined by the Administrator on the date of grant,
      except that no SAR shall have a term of more than ten years from the date the
      SAR was granted. The terms of any SAR may provide that it has a term that is
      less than such maximum period.

     

    7.03. Nontransferability

     

    Except
      as
      provided in Section 7.04, each SAR granted under this Plan shall be
      nontransferable except by will or by the laws of descent and distribution.
      In
      the event of any such transfer, a Corresponding SAR and the related Option
      must
      be transferred to the same person or persons or entity or entities. During
      the
      lifetime of the Participant to whom the SAR is granted, the SAR may be exercised
      only by the Participant. No right or interest of a Participant in any SAR shall
      be liable for, or subject to, any lien, obligation, or liability of such
      Participant.

     

    7.04. Transferable
      SARs

     

    Section
      7.03 to the contrary notwithstanding, if the Agreement provides, an SAR, other
      than a Corresponding SAR that is related to an incentive stock option, may
      be
      transferred by a Participant to the Participant’s children, grandchildren,
      spouse, one or more trusts for the benefit of such family members or a
      partnership in which such family members are the only partners, on such terms
      and conditions as may be permitted under Securities Exchange Commission Rule
      16b-3 as in effect from time to time. The holder of an SAR transferred pursuant
      to this Section shall be bound by the same terms and conditions that governed
      the SAR during the period that it was held by the Participant; provided,
      however, that such transferee may not transfer the SAR except by will or the
      laws of descent and distribution. In the event of any transfer of a
      Corresponding SAR (by the Participant or his transferee), the Corresponding
      SAR
      and the related Option must be transferred to the same person or person or
      entity or entities.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    7.05. Exercise

     

    Subject
      to the provisions of this Plan and the applicable Agreement, an SAR may be
      exercised in whole at any time or in part from time to time at such times and
      in
      compliance with such requirements as the Administrator shall determine;
      provided, however, that a Corresponding SAR that is related to an incentive
      stock option may be exercised only to the extent that the related Option is
      exercisable and only when the Fair Market Value exceeds the option price of
      the
      related Option. An SAR granted under this Plan may be exercised with respect
      to
      any number of whole shares less than the full number for which the SAR could
      be
      exercised. A partial exercise of an SAR shall not affect the right to exercise
      the SAR from time to time in accordance with this Plan and the applicable
      Agreement with respect to the remaining shares subject to the SAR. The exercise
      of a Corresponding SAR shall result in the termination of the related Option
      to
      the extent of the number of shares with respect to which the SAR is
      exercised.

     

    7.06. Change
      in Control

     

    Section
      7.05 to the contrary notwithstanding and subject to Article XI, each outstanding
      SAR shall be fully exercisable (in whole or in part at the discretion of the
      holder) on and after a Control Change Date.

     

    7.07. Employee
      Status

     

    If
      the
      terms of any SAR provide that it may be exercised only during employment or
      within a specified period of time after termination of employment, the
      Administrator may decide to what extent leaves of absence for governmental
      or
      military service, illness, temporary disability or other reasons shall not
      be
      deemed interruptions of continuous employment.

     

    7.08. Settlement

     

    At
      the
      Administrator’s discretion, the amount payable as a result of the exercise of an
      SAR may be settled in cash, shares of Common Stock, or a combination of cash
      and
      Common Stock. No fractional share will be deliverable upon the exercise of
      an
      SAR but a cash payment will be made in lieu thereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    7.09. Shareholder
      Rights

     

    No
      Participant shall, as a result of receiving an SAR, have any rights as a
      shareholder of the Company or any Affiliate until the date that the SAR is
      exercised and then only to the extent that the SAR is settled by the issuance
      of
      Common Stock.

     

    ARTICLE
      VIII  

     

    STOCK
      AWARDS

     

    8.01. Award

     

    In
      accordance with the provisions of Article IV, the Administrator will designate
      each individual to whom a Stock Award is to be made and will specify the number
      of shares covered by such awards; provided, however, that no Participant may
      receive Stock Awards in any calendar year for more than 200,000 shares;
      provided, however, that a Stock Award that is issued in settlement of the
      obligation of the Company or an Affiliate under a nonqualified deferred
      compensation plan (as defined under Code section 409A) shall not be subject
      to
      the individual annual award limit. 

     

    8.02. Vesting

     

    The
      Administrator, on the date of the award, may prescribe that a Participant’s
      rights in a Stock Award shall be forfeitable or otherwise restricted for a
      period of time or subject to such conditions as may be set forth in the
      Agreement. A Stock Award that is issued in settlement of the obligation of
      the
      Company or an Affiliate under a nonqualified deferred compensation plan (as
      defined under Code section 409A) shall be nonforfeitable to the same extent
      as
      the Participant’s rights under the benefit that is settled by the Stock Award.


     

    8.03. Performance
      Objectives

     

    In
      accordance with Section 8.02, the Administrator may prescribe that Stock Awards
      will become vested or transferable or both based on objectives stated with
      respect to the Company’s return on equity, total earnings, earnings growth,
      return on capital, Fair Market Value, Common Stock price appreciation, funds
      from operations, adjusted funds from operations, funds from operations growth,
      adjusted funds from operations growth, earnings before interest, taxes,
      depreciation and amortization (“EBITDA”), EBITDA growth, total assets, total
      shareholder returns, peer shareholder returns, dividend payout, increase in
      revenue per available room, or such other measures as may be selected by the
      Administrator. If 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      Administrator, on the date of award, prescribes that a Stock Award shall become
      nonforfeitable and transferable only upon the attainment of performance
      objectives, the shares subject to such Stock Award shall become nonforfeitable
      and transferable only to the extent that the Administrator certifies that such
      objectives have been achieved.

     

    8.04. Employee
      Status

     

    In
      the
      event that the terms of any Stock Award provide that shares may become
      transferable and nonforfeitable thereunder only after completion of a specified
      period of employment, the Administrator may decide in each case to what extent
      leaves of absence for governmental or military service, illness, temporary
      disability, or other reasons shall not be deemed interruptions of continuous
      employment.

     

    8.05. Change
      in Control

     

    Sections
      8.02, 8.03 and 8.04 to the contrary notwithstanding and subject to Article
      XI,
      each outstanding Stock Award shall be transferable and nonforfeitable on and
      after a Control Change Date.

     

    8.06. Shareholder
      Rights

     

    Prior
      to
      their forfeiture (in accordance with the applicable Agreement and while the
      shares of Common Stock granted pursuant to the Stock Award may be forfeited
      or
      are nontransferable), a Participant will have all rights of a shareholder with
      respect to a Stock Award, including the right to receive dividends and vote
      the
      shares; provided, however, that during such period (i) a Participant may not
      sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares
      granted pursuant to a Stock Award, (ii) the Company shall retain custody of
      the
      certificates evidencing shares granted pursuant to a Stock Award, and (iii)
      the
      Participant will deliver to the Company a stock power, endorsed in blank, with
      respect to each Stock Award. The limitations set forth in the preceding sentence
      shall not apply after the shares granted under the Stock Award are transferable
      and are no longer forfeitable.

     

    ARTICLE
      IX  

     

    PERFORMANCE
      SHARE AWARDS

     

    9.01. Award

     

    In
      accordance with the provisions of Article IV, the Administrator will
      designate each individual to whom an award of Performance Shares is to be made
      and will specify the number of shares covered by such awards; provided, however,
      that no Participant may receive an award of Performance Shares in any calendar
      year for more than 200,000 shares of Common Stock.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    9.02. Earning
      the Award

     

    The
      Administrator, on the date of the grant of an award, shall prescribe that the
      Performance Shares, or portion thereof, will be earned, and the Participant
      will
      be entitled to receive payment pursuant to the award of Performance Shares,
      only
      upon the satisfaction of performance objectives and such other criteria as
      may
      be prescribed by the Administrator during a performance measurement period
      of at
      least one year. The performance objectives may be stated with respect to the
      Company’s return on equity, total earnings, earnings growth, return on capital,
      Fair Market Value, Common Stock price appreciation, funds from operations,
      adjusted funds from operations, funds from operations growth, adjusted funds
      from operations growth, earnings before interest, taxes, depreciation and
      amortization (“EBITDA”), EBITDA growth, total assets, total shareholder returns,
      peer shareholder returns, dividend payout, increase in revenue per available
      room, or such other measures as may be selected by the Administrator. No
      payments will be made with respect to Performance Shares unless, and then only
      to the extent that, the Administrator certifies that such objectives have been
      achieved.

     

    9.03. Payment

     

    In
      the
      discretion of the Administrator, the amount payable when an award of Performance
      Shares is earned may be settled in cash, by the issuance of shares of Common
      Stock, or a combination thereof. A fractional share of Common Stock shall not
      be
      deliverable when an award of Performance Shares is earned, but a cash payment
      will be made in lieu thereof.

     

    9.04. Shareholder
      Rights

     

    No
      Participant shall, as a result of receiving an award of Performance Shares,
      have
      any rights as a shareholder until and to the extent that the award of
      Performance Shares is earned and settled in shares of Common Stock. After an
      award of Performance Shares is earned and settled in shares, a Participant
      will
      have all the rights of a shareholder as described in Section 8.06.

     

    9.05. Nontransferability

     

    Except
      as
      provided in Section 9.06, Performance Shares granted under this Plan shall
      be nontransferable except by will or by the laws of descent and distribution.
      No
      right or interest of a Participant in any Performance Shares shall be liable
      for, or subject to, any lien, obligation, or liability of such
      Participant.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    9.06. Transferable
      Performance Shares

     

    Section 9.05
      to the contrary notwithstanding, if the Agreement provides, an award of
      Performance Shares may be transferred by a Participant to the Participant’s
      children, grandchildren, spouse, one or more trusts for the benefit of such
      family members or a partnership in which such family members are the only
      partners, on such terms and conditions as may be permitted under Securities
      and
      Exchange Commission Rule 16b-3 as in effect from time to time. The holder of
      Performance Shares transferred pursuant to this Section shall be bound by the
      same terms and conditions that governed the Performance Shares during the period
      that they were held by the Participant; provided, however that such transferee
      may not transfer Performance Shares except by will or the laws of descent and
      distribution.

     

    9.07. Employee
      Status

     

    In
      the
      event that the terms of any Performance Share award provide that no payment
      will
      be made unless the Participant completes a stated period of employment, the
      Administrator may decide to what extent leaves of absence for government or
      military service, illness, temporary disability, or other reasons shall not
      be
      deemed interruptions of continuous employment.

     

    9.08. Change
      in Control

     

    Sections
      9.02 to the contrary notwithstanding and subject to Article XI, on and after
      a
      Control Change Date, each outstanding Performance Share award shall be earned
      as
      of a Control Change Date. To the extent the Agreement provides that the
      Performance Share award will be settled with shares of Common Stock, such shares
      shall be nonforfeitable and transferable as of the Control Change
      Date.

     

    ARTICLE
      X  

     

    INCENTIVE
      AWARDS

     

    10.01. Award

     

    The
      Administrator shall designate Participants to whom Incentive Awards are made.
      All Incentive Awards shall be finally determined exclusively by the
      Administrator under the procedures established by the Administrator; provided,
      however, that no Participant may receive an Incentive Award payment in any
      calendar year that exceeds $2,500,000.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    10.02. Terms
      and Conditions

     

    The
      Administrator, at the time an Incentive Award is made, shall specify the terms
      and conditions which govern the award. Such terms and conditions shall prescribe
      that the Incentive Award shall be earned only upon, and to the extent that,
      performance objectives are satisfied. The performance objectives may be stated
      with respect to the Company’s return on equity, total earnings, earnings growth,
      return on capital, Fair Market Value, Common Stock price appreciation, funds
      from operations, adjusted funds from operations, funds from operations growth,
      adjusted funds from operations growth, earnings before interest, taxes,
      depreciation and amortization (“EBITDA”), EBITDA growth, total assets, total
      shareholder returns, peer shareholder returns, dividend payout, increase in
      revenue per available room, or such other measures as may be selected by the
      Administrator. Such terms and conditions also may include other limitations
      on
      the payment of Incentive Awards including, by way of example and not of
      limitation, requirements that the Participant complete a specified period of
      employment with the Company or an Affiliate. The Administrator, at the time
      an
      Incentive Award is made, shall also specify when amounts shall be payable under
      the Incentive Award and whether amounts shall be payable in the event of the
      Participant’s death, disability, or retirement.

     

    10.03. Nontransferability

     

    Except
      as
      provided in Section 10.04, Incentive Awards granted under this Plan shall be
      nontransferable except by will or by the laws of descent and distribution.
      No
      right or interest of a Participant in an Incentive Award shall be liable for,
      or
      subject to, any lien, obligation, or liability of such Participant.

     

    10.04. Transferable
      Incentive Awards

     

    Section
      10.03 to the contrary notwithstanding, if provided in an Agreement, an Incentive
      Award may be transferred by a Participant to the Participant’s children,
      grandchildren, spouse, one or more trusts for the benefit of such family members
      or to a partnership in which such family members are the only partners, on
      such
      terms and conditions as may be permitted by Securities Exchange Commission
      Rule
      16b-3 as in effect from time to time. The holder of an Incentive Award
      transferred pursuant to this Section shall be bound by the same terms and
      conditions that governed the Incentive Award during the period that it was
      held
      by the Participant; provided, however, that such transferee may not transfer
      the
      Incentive Award except by will or the laws of descent and
      distribution.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    10.05. Employee
      Status

     

    If
      the
      terms of an Incentive Award provide that a payment will be made thereunder
      only
      if the Participant completes a stated period of employment, the Administrator
      may decide to what extent leaves of absence for governmental or military
      service, illness, temporary disability or other reasons shall not be deemed
      interruptions of continuous employment.

     

    10.06. Change
      in Control

     

    Section
      10.02 to the contrary notwithstanding and subject to Article XI, any Incentive
      Award shall be earned in its entirety as of a Control Change Date.

     

    10.07. Shareholder
      Rights

     

    No
      Participant shall, as a result of receiving an Incentive Award, have any rights
      as a shareholder of the Company or any Affiliate on account of such
      award.

     

    ARTICLE
      XI  

     

    CHANGE
      IN CONTROL

     

    11.01. Excise
      Tax

     

    A
      Participant shall be entitled to a payment under this Article XI if (a) any
      benefit, payment, accelerated exercisability or vesting or other right under
      this Plan constitutes a “parachute payment” (as defined in Code Section
      280G(b)(2)(A), but without regard to Code Section 280G(b)(2)(A)(ii)), with
      respect to such Participant and (b) the Participant incurs a liability under
      Code Section 4999. The amount payable to a Participant described in the
      preceding sentence shall be the amount required to indemnify the Participant
      and
      hold him harmless from the application of Code Sections 280G and 4999. To effect
      this indemnification, the Company must pay such Participant an amount sufficient
      to pay the excise tax imposed on Participant under Code Section 4999 with
      respect to benefits, payments, accelerated exercisability and vesting and other
      rights under this Plan and any other plan or agreement, and any income,
      employment, hospitalization, excise or other taxes attributable to the
      indemnification payment. The benefit payable under this Article XI shall be
      calculated and paid not later than the earlier of (i) the date any “Termination
      Payment,” as defined in the Change in Control and Termination Agreement (if any)
      between the Participant and the Company, is due, or (ii) twenty days after
      the
      date (or extended filing date) on which the tax return reflecting liability
      for
      the Code section 4999 excise tax is required to be filed with the Internal
      

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Revenue
      Service. Furthermore, a benefit may be payable under this Article whether or
      not
      any benefit has yet become or ever becomes payable under any Change in Control
      and Termination Agreement between the Participant and the Company. To the extent
      such Change in Control and Termination Agreement or any other plan or agreement
      also requires that a Participant be indemnified and held harmless from the
      application of Code Sections 280G and 4999, any such indemnification and the
      amount required to be paid to a Participant under this Article XI shall be
      coordinated so that such indemnification is paid only once and the Company’s
      obligation under this Article XI shall be satisfied to the extent of any such
      other payment (and vice versa).

     

    11.02. Impact
      of Change in Control

     

    In
      accordance with Sections 6.09, 7.06, 8.05, 9.08 and 10.02, but subject to
      Sections 11.03 and 11.04, upon a Control Change Date, (i) each Option and SAR
      shall be fully exercisable, (ii) each Stock Award will become transferable
      and
      nonforfeitable, (iii) each Performance Share shall be earned in its entirety,
      and (iv) each Incentive Award shall be earned in its entirety.

     

    11.03 Assumption
      Upon Change in Control

     

    In
      the
      event of a Change in Control the Committee, in its discretion and without the
      need for a Participant’s consent, may provide that an outstanding Option, SAR,
      Stock Award, Performance Share or Incentive Award shall be assumed by, or will
      be replaced by a substitute award granted by, the surviving entity in the Change
      in Control. Such assumed or substituted award shall be of the same type of
      award
      as the original Option, SAR, Stock Award, Performance Share or Incentive Award
      being assumed or substituted. The assumed or substituted award shall have a
      value, as of the Control Change Date, that is substantially equal to the value
      of the original award (or the difference between the Fair Market Value and
      the
      option price or Initial Value in the case of Options and SARs) as the Committee
      determines is equitably required and such other terms and conditions as may
      be
      prescribed by the Committee.

     

    11.04 Cash-Out
      Upon Change in Control

     

    In
      the
      event of a Change in Control the Committee, in its discretion and without the
      need of a Participant’s consent, may provide that an outstanding Option, SAR,
      Stock Award and Performance Share shall be cancelled in exchange for a payment.
      The payment may be in cash, shares of Common Stock or other securities or
      consideration received by shareholders in the Change in Control transaction.
      The
      amount of the payment shall be an amount that is substantially equal to (i)
      the
      amount by which the price per share received by 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    stockholders
      in the Change in Control exceeds the Option price or Initial Value in the case
      of an Option and SAR, or (ii) the price per share received by stockholder for
      each share of Common Stock subject to a Stock Award and an award of Performance
      Shares.

     

    ARTICLE
      XII  

     

    ADJUSTMENT
      UPON CHANGE IN COMMON STOCK

     

    The
      maximum number of shares as to which Options, SARs, Performance Shares and
      Stock
      Awards may be granted; the terms of outstanding Stock Awards, Options,
      Performance Shares, Incentive Awards, and SARs; and the per individual
      limitations on the number of shares of Common Stock for which Options, SARs,
      Performance Shares, and Stock Awards may be granted must be adjusted in the
      event that (i) the Company (a) effects one or more stock dividends, stock
      split-ups, subdivisions or consolidations of shares or (b) engages in a
      transaction to which Section 424 of the Code applies or (ii) there occurs
      any other event which, in the judgment of the Committee necessitates such
      action. The adjustments required under the preceding sentence shall be as the
      Committee determines to be equitably required. Any determination made under
      this
      Article XII by the Committee shall be final and conclusive.

     

    The
      issuance by the Company of stock of any class, or securities convertible into
      stock of any class, for cash or property, or for labor or services, either
      upon
      direct sale or upon the exercise of rights or warrants to subscribe therefor,
      or
      upon conversion of stock or obligations of the Company convertible into such
      stock or other securities, shall not affect, and no adjustment by reason thereof
      shall be made with respect to, the maximum number of shares as to which Options,
      SARs, Performance Shares and Stock Awards may be granted; the per individual
      limitations on the number of shares for which Options, SARs, Performance Shares
      and Stock Awards may be granted; or the terms of outstanding Stock Awards,
      Options, Performance Shares, Incentive Awards or SARs.

     

    The
      Committee may make Stock Awards and may grant Options, SARs, Performance Shares,
      and Incentive Awards in substitution for performance shares, phantom shares,
      stock awards, stock options, stock appreciation rights, or similar awards held
      by an individual who becomes an employee of the Company or an Affiliate in
      connection with a transaction described in the first paragraph of this
      Article XII. Notwithstanding any provision of the Plan (other than the
      limitation of Section 5.02), the terms of such substituted Stock Awards or
      Option, SAR, Performance Shares or Incentive Award grants shall be as the
      Committee, in its discretion, determines is appropriate.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      XIII  

     

    COMPLIANCE
      WITH LAW AND APPROVAL OF

     

    REGULATORY
      BODIES

     

    No
      Option
      or SAR shall be exercisable, no shares of Common Stock shall be issued, no
      certificates for shares of Common Stock shall be delivered, and no payment
      shall
      be made under this Plan except in compliance with all applicable federal and
      state laws and regulations (including, without limitation, withholding tax
      requirements), any listing agreement to which the Company is a party, and the
      rules of all domestic stock exchanges on which the Company’s shares may be
      listed. The Company shall have the right to rely on an opinion of its counsel
      as
      to such compliance. Any stock certificate issued to evidence shares of Common
      Stock when a Stock Award is granted, a Performance Share is settled or for
      which
      an Option or SAR is exercised may bear such legends and statements as the
      Administrator may deem advisable to assure compliance with federal and state
      laws and regulations. No Option or SAR shall be exercisable, no Stock Award
      or
      Performance Share shall be granted, no shares of Common Stock shall be issued,
      no certificate for shares of Common Stock shall be delivered, and no payment
      shall be made under this Plan until the Company has obtained such consent or
      approval as the Administrator may deem advisable from regulatory bodies having
      jurisdiction over such matters.

     

    ARTICLE
      XIV  

     

    GENERAL
      PROVISIONS

     

    14.01. Effect
      on Employment and Service

     

    Neither
      the adoption of this Plan, its operation, nor any documents describing or
      referring to this Plan (or any part thereof), shall confer upon any individual
      any right to continue in the employ or service of the Company or an Affiliate
      or
      in any way affect any right and power of the Company or an Affiliate to
      terminate the employment or service of any individual at any time with or
      without assigning a reason therefor.

     

    14.02. Unfunded
      Plan

     

    The
      Plan,
      insofar as it provides for grants, shall be unfunded, and the Company shall
      not
      be required to segregate any assets that may at any time be represented by
      grants under this Plan. Any liability of the Company to any person with respect
      to any grant under this Plan shall be based solely upon any contractual
      obligations that may be created pursuant to this Plan. No such obligation of
      the
      Company shall be deemed to be secured by any pledge of, or other encumbrance
      on,
      any property of the Company.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    14.03. Rules
      of Construction

     

    Headings
      are given to the articles and sections of this Plan solely as a convenience
      to
      facilitate reference. The reference to any statute, regulation, or other
      provision of law shall be construed to refer to any amendment to or successor
      of
      such provision of law.

     

    ARTICLE
      XV  

     

    AMENDMENT

     

    The
      Board
      may amend or terminate this Plan from time to time; provided, however, that
      no
      amendment may become effective until shareholder approval is obtained if (i)
      the
      amendment increases the aggregate number of shares of Common Stock that may
      be
      issued under the Plan, (ii) the amendment changes the class of individuals
      eligible to become Participants or (iii) the amendment is required to be
      approved by shareholders under the rules of any exchange on which the Common
      Stock is listed for trading. No amendment shall, without a Participant’s
      consent, adversely affect any rights of such Participant under any Stock Award,
      Performance Share Award, Option, SAR, or Incentive Award outstanding at the
      time
      such amendment is made.

     

    ARTICLE
      XVI  

     

    DURATION
      OF PLAN

     

    No
      Stock
      Award, Performance Share Award, Option, SAR, or Incentive Award may be granted
      under this Plan more than ten years after the date that the Plan is adopted
      by
      the Board. Stock Awards, Performance Share awards, Options, SARs, and Incentive
      Awards granted before that date shall remain valid in accordance with their
      terms.

     

    ARTICLE
      XVII  

     

    EFFECTIVE
      DATE OF PLAN

     

    Options,
      SARs, Stock Awards, Performance Shares and Incentive Awards may be granted
      under
      this Plan upon its approval by a majority of the votes entitled to be cast
      by
      the Company’s shareholders, voting either in person or by proxy, at a duly held
      shareholders’ meeting at which a quorum is present, within twelve months of the
      Plan’s adoption by the Board.