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                                                                    EXHIBIT 10.1

                                 EDO CORPORATION

                          2006 LONG-TERM INCENTIVE PLAN

1. PURPOSE.

     The purpose of the Plan is to foster and promote the long-term financial
success of the Company and materially increase shareholder value by motivating
superior performance by means of performance-related incentives, encouraging and
providing for the acquisition of an ownership interest in the Company by
Eligible Employees, and enabling the Company to attract and retain the services
of an outstanding management team upon whose judgment, interest and special
effort the successful conduct of its operations is largely dependent.

2. DEFINITIONS.

     For purposes of the Plan, the following terms have the indicated meaning:

          "Award" means an award granted under the Plan to an Eligible
     Participant in accordance with the provisions of the Plan in the form of
     Options, Stock Appreciation Rights, Performance Shares, Performance Units,
     Restricted Stock or, or any combination of the foregoing.

          "Award Agreement" means the written agreement evidencing each Award
     granted to a Participant under the Plan as provided in Section 11(b).

          "Beneficiary" means the estate of a Participant or such other
     beneficiary or beneficiaries lawfully designated pursuant to Section 11(o)
     to receive the amount, if any, payable under the Plan upon the death of a
     Participant.

          "Board" shall mean the Board of Directors of the Company.

          "Cause" shall have the meaning set forth in the applicable Award
     Agreement, or in any employment agreement with the Company that may be
     applicable to the Participant, or in the absence of any definition in the
     Award Agreement or such employment agreement, "Cause" shall have the
     meaning established by the Committee from time to time.

          "Change in Control" shall mean the occurrence of any of the following
     events:

          (i) a majority of the members of the Board at anytime cease for any
     reason other than due to death or disability to be persons who were members
     of the Board twenty-four months prior to such time (the "Incumbent
     Directors"); provided that, any director whose election, or nomination for
     election by the Company's shareholders, was approved by a vote of at least
     a majority of the members of the Board then still in office who are
     Incumbent Directors shall be treated as an Incumbent Director; or

          (ii) any "person," including a "group" (as such terms are used in
     Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding the Company,
     its Subsidiaries, any employee benefit plan of the Company or any
     Subsidiary, all employees of the Company or any Subsidiary or any group of
     which any of the foregoing is a member) is or becomes the "beneficial
     owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or
     indirectly, including, without limitation, by means of a tender or exchange
     offer, of securities of the Company representing 30% or more of the
     combined voting power of the Company's then outstanding securities; or

          (iii) the shareholders of the Company shall approve a definitive
     agreement (x) for the merger or other business combination of the Company
     with or into another corporation immediately following which merger or
     combination (A) the stock of the surviving entity is not readily tradeable
     on an established securities market, (B) a majority of the directors of the
     surviving entity are persons who (1) were not directors of the Company
     immediately prior to the merger and (2) are not nominees or representatives
     of the Company or (C) any "person," including a "group" (as such terms are
     used in Sections 13(d) and 14(d)(2) of the Exchange Act, but excluding the
     Company, its Subsidiaries, any employee benefit plan of the Company or any
     Subsidiary, employees of the Company or any Subsidiary or any group of
     which any of the foregoing is a member) is or becomes the "beneficial
     owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or
     indirectly, of 30% or more of the securities of the surviving entity or (y)
     for the direct or indirect sale or other disposition of all or
     substantially all of the assets of the Company, or
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          (iv) any other event or transaction that is declared by resolution of
     the Board to constitute a Change in Control for purposes of the Plan.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
occur in the event the Company files for bankruptcy, liquidation or
reorganization under the United States Bankruptcy Code.

          "Change in Control Price" shall mean the highest price per share of
     (A) the highest composite daily closing price of a share during the period
     beginning on the 60th calendar day prior to the date on which the Change in
     Control occurs and ending on the date of such Change in Control, (B) the
     highest gross price paid per share during the same period of time, as
     reported in a report on Schedule 13D filed with the Securities and Exchange
     Commission or (C) the highest gross price paid or to be paid for a share
     (whether by way of exchange, conversion, distribution upon merger,
     liquidation or otherwise) in any of the transactions set forth in the
     definition of Change in Control; provided that, the Change in Control Price
     shall not be greater than the price permitted for compliance with any
     provision of under the Code applicable to an Award.

          "Code" shall mean the Internal Revenue Code of 1986, as amended, and
     the regulations thereunder as they may be amended from time to time.

          "Committee" shall mean the Compensation Committee of the Board, or
     such other Board committee as may be designated by the Board to administer
     the Plan.

          "Common Shares" shall mean the Common Shares, par value $1.00 per
     share, of the Company.

          "Company" shall mean EDO Corporation and any successor thereto.

          "Disability" shall mean long-term disability as defined under the
     terms of the Company's applicable long-term disability plans or policies.

          "Eligible Employee" shall mean each Executive Officer and each other
     key employee of the Company or its Subsidiaries, but shall not include
     directors who are not employees of any such entity.

          "Employment" shall mean, for purposes of Section 5(d), continuous and
     regular salaried employment with the Company or a Subsidiary, which unless
     the Committee shall determine otherwise, shall include any period of
     vacation, any approved leave of absence or any salary continuation or
     severance pay period and may include service with any former Subsidiary of
     the Company.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          "Executive Officer" shall mean those persons who are officers of the
     Company within the meaning of Rule l6a-1(f) of the Exchange Act and "Named
     Executive Officer" shall have the meaning set forth in Item 402 of
     Regulation S-K under the Exchange Act, or any successor thereto, as it may
     be amended from time to time.

          "Fair Market Value" shall mean, on any date, the closing price of a
     Common Share, as reported for such day on a national exchange, or the mean
     between the closing bid and asked prices for a Common Share on such date,
     as reported on a nationally recognized system of price quotation. In the
     event that there are no Common Share transactions reported on such exchange
     or system on such date, Fair Market Value shall mean the closing price on
     the immediately preceding date on which Common Share transactions were so
     reported.

          "Nonstatutory Stock Option" shall mean an Option that is not intended
     to be an Incentive Stock Option.

          "Normal Retirement" shall mean retirement at or after age 65, or such
     other age as may hereafter be established by resolution of the Board from
     time to time; provided that, unless the Board by resolution determines
     otherwise "Early Retirement" shall include retirement after age 55,
     following not less than 20 years of service with the Company.

          "Option" shall mean the right to purchase the number of Common Shares
     specified by the Committee, at a price and for the term fixed by the
     Committee in accordance with the Plan and reflected in the Award Agreement,
     and subject to any other limitations and restrictions as this Plan and the
     Committee shall impose.


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          "Participant" shall mean an Eligible Employee who is selected by the
     Committee to receive an Award under the Plan.

          "Performance Period" shall mean the period during which performance
     measures are established for Performance Shares or Performance Units as
     determined by the Committee. For Named Executive Officers, the Performance
     Period shall be determined not later than the time period required by
     Section 162(m) of the Code to qualify as "performance based compensation"
     thereunder.

          "Performance Share" shall mean any contingent right granted under
     Section 8 to receive a Common Share, which right becomes vested upon the
     attainment, in whole or in part, of performance objectives determined by
     the Committee.

          Performance Unit" shall mean any contingent right granted under
     Section 8 to receive cash (or, at the discretion of the Committee, Common
     Shares), which right becomes vested upon the attainment, in whole or in
     part, of performance objectives determined by the Committee.

          "Plan" shall mean this EDO Corporation 2006 Long-Term Incentive Plan,
     as may be amended from time to time.

          "Predecessor Plans" means the Company's 1996 Long-Term Incentive Plan
     and 2002 Long-Term Incentive Plan.

          "Restricted Period" shall mean the period during which a grant of
     Restricted Shares is subject to forfeiture.

          "Restricted Share" shall mean a Common Share granted under Section 7
     that becomes vested, in whole or in part, upon the completion of such
     period of service or performance objectives as shall be determined by the
     Committee.

          "Stock Appreciation Right" shall mean a contractual right granted
     under Section 6 to receive cash, Common Shares or a combination thereof

          "Subsidiary" shall mean any corporation of which the Company possesses
     directly or indirectly fifty percent (50%) or more of the total combined
     voting power of all classes of stock of such corporation and any other
     business organization, regardless of form, in which the Company possesses
     directly or indirectly fifty percent (50%) or more of the total combined
     equity interests in such organization.

3. ADMINISTRATION

     The Plan shall be administered by the Committee that shall consist of at
least two directors of the Company chosen by the Board, each of whom is both a
"non-employee director" within the meaning of Rule l6b-3 under the Exchange Act
and an "outside director" within the meaning of Section 162(m) of the Code. The
Committee shall have the responsibility of construing and interpreting the Plan
and of establishing and amending such rules and regulations as it deems
necessary or desirable for the proper administration of the Plan. Any decision
or action taken or to be taken by the Committee, arising out of or in connection
with the construction, administration, interpretation and effect of the Plan and
of its rules and regulations, shall, to the maximum extent permitted by
applicable law, be within its absolute discretion (except as otherwise
specifically provided herein) and shall be conclusive and binding upon all
Participants and any person claiming under or through any Participant.

4. MAXIMUM AMOUNT OF SHARES AVAILABLE FOR AWARDS.

     (a) Maximum Number of Shares.

     The maximum number of Common Shares in respect of which Awards may be made
under the Plan shall be a total of 1,200,000 Common Shares. The maximum number
of Common Shares in respect of which Awards may be granted to a Participant
under this Plan in any 12 month period shall not exceed 200,000 shares, as each
such number may be adjusted pursuant to Section 4(c). Whenever shares are
received by the Company in connection with the exercise of or payment for any
Award granted under the Plan, only the net number of shares actually issued
shall be counted against the foregoing limits of 1,200,000 Common Shares and
200,000 Common Shares, respectively.


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     (b) Shares Available for Issuance.

     Common Shares may be made available from the authorized but unissued shares
of the Company or from shares held in the Company's treasury and not reserved
for some other purpose. In the event that any Award is payable solely in cash,
no shares shall be deducted from the number of shares available for issuance
under Section 4(a) by reason of such Award. In addition, if any Award under this
Plan in respect of shares is canceled or forfeited for any reason without
delivery of Common Shares, the shares subject to such Award shall thereafter
again be available for award pursuant to this Plan.

     (c) Adjustment for Corporate Transactions.

     In the event that the Committee shall determine that any stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Shares, or other similar event affects the
Common Shares such that an adjustment is required to preserve, or to prevent
enlargement of, the benefits or potential benefits made available under this
Plan, then the Committee may, in such manner as the Committee may deem
equitable, (A) adjust any or all of (i) the number and kind of shares that
thereafter may be awarded or optioned and sold or made the subject of Stock
Appreciation Rights under the Plan, (ii) the number and kinds of shares subject
to outstanding Options and other Awards and (iii) the grant, exercise or
conversion price with respect to any of the foregoing, or (B) with respect to a
person who has an outstanding Option, make provisions for a cash payment of any
extraordinary cash dividend or as an alternative means (in whole or in part) of
affecting any adjustment deemed required by the Committee to preserve, or to
prevent enlargement of, the benefits or potential benefits made available under
this Plan with respect to such Option. However, the number of shares subject to
any Option or other Award shall always be a whole number. With respect to Awards
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code, such adjustments shall be made taking into account Sections 409A and
162(m) of the Code, to the extent applicable.

5. STOCK OPTIONS.

     (a) Grant.

     Subject to the provisions of the Plan, the Committee shall have the
authority to grant Options to an Eligible Employee and to determine (i) the
number of shares to be covered by each Option, (ii) the exercise price therefore
and (iii) the conditions and limitations applicable to the exercise of the
Option. The Committee shall have the authority to grant Nonstatutory Stock
Options; provided that Stock Options may not be granted to any Participant who
is not an employee of the Company or one of its Subsidiaries at the time of
grant.

     (b) Option Price.

     The Committee shall establish the exercise price at the time each Option is
granted, which price shall not be less than 100% of the Fair Market Value of the
Common Shares at the date of grant, except that, for purposes of satisfying the
foregoing requirement with respect to a Nonstatutory Stock Option, the Committee
may elect to credit against the exercise price payable by a Participant the
value of any compensation otherwise payable to the Participant under the terms
of the Company's compensation practices and programs that is surrendered,
foregone or exchanged pursuant to such rules or procedures as the Committee
shall establish from time to time.

     (c) Exercise.

     Each Option shall be exercised at such times and subject to such terms and
conditions as the Committee may specify in the applicable Award or thereafter;
provided, however, that if the Committee does not establish a different exercise
schedule at or after the date of grant of an Option, such Option shall become
exercisable in full on the third anniversary of the date the Option is granted.
The Committee may impose such conditions with respect to the exercise of Options
as it shall deem appropriate, including, without limitation, any conditions
relating to the application of federal or state securities laws. No shares shall
be delivered pursuant to any exercise of an Option unless arrangements
satisfactory to the Committee have been made to assure full payment of the
option price therefore. Payment of the option price may be made in cash or its
equivalent or, if and to the extent permitted by the Committee, by exchanging
Common Shares owned by the optionee (which are not the subject of any pledge or
other security interest), or by a combination of the foregoing, provided that
the combined value of all cash and cash equivalents and the Fair Market Value of
any such Common Shares so tendered to the Company, valued as of the date of such
tender, is at least equal to such option price.


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     (d) Termination of Employment.

     Unless the Award Agreement shall otherwise provide or the Committee shall
otherwise determine after grant, an Option shall be exercisable following the
termination of a Participant's Employment only to the extent provided in this
Section 5(d). If a Participant's Employment terminates due to the Participant's
(i) death, (ii) Disability, or (iii) Normal Retirement, the then exercisable
options held by the Participant at the time of such termination, may be
exercised for a period of one year (or such greater or lesser period as the
Committee shall determine at or after grant), but in no event after the date the
Option otherwise expires. If a Participant's Employment is terminated for Cause
(or, if after the Participant's termination of Employment, the Committee
determines that the Participant's Employment could have been terminated for
Cause had the Participant still been employed or has otherwise engaged in
conduct that is detrimental to the interests of the Company, as determined by
the Committee in its sole discretion), all Options held by the Participant shall
immediately terminate, regardless of whether then exercisable. In the event of a
Participant's termination of Employment for any reason not described in the
preceding two sentences, the Participant (or, in the event of the Participant's
death or Disability during the period during which an Option is exercisable
under this sentence, the Participant's beneficiary, estate or legal
representative) may exercise any Option that was exercisable at the time of such
termination for 90 days (or such greater or lesser period as the Committee shall
specify at or after the grant of such Option) following the date of such
termination, but in no event after the date the Option otherwise expires.

6. STOCK APPRECIATION RIGHTS.

     (a) Grant of SARs.

     The Committee shall have the authority to grant Stock Appreciation Rights
in tandem with an Option, in addition to an Option, or freestanding and
unrelated to an Option. Stock Appreciation Rights granted in tandem or in
addition to an Option may be granted either at the same time as the Option or at
a later time. Stock Appreciation Rights shall not be exercisable after the
expiration of seven years from the date of grant and shall have an exercise
price determined in the same manner as, and subject to the same conditions as
apply with respect to, a Nonstatutory Stock Option under Section 5(b).

     (b) Exercise of SARs.

     A Stock Appreciation Right shall entitle the Participant to receive from
the Company an amount equal to the excess of the Fair Market Value of a Common
Share on the date of exercise of the Stock Appreciation Right over the exercise
price thereof. The Committee shall determine the time or times at which or the
event or events (including, without limitation, a Change of Control) upon which
a Stock Appreciation Right may be exercised in whole or in part, the method of
exercise and whether such Stock Appreciation Right shall be settled in cash,
Common Shares or a combination of cash and Common Shares; provided, however,
that unless otherwise specified by the Committee at or after grant, a Stock
Appreciation Right granted in tandem with an Option shall be exercisable only at
the same time or times as the related Option is exercisable.

7. RESTRICTED SHARES.

     (a) Grant of Restricted Shares.

     The Committee may grant Awards of Restricted Shares with or without
performance criteria to Eligible Employees at such times and in such amounts,
and subject to such other terms and conditions not inconsistent with the Plan,
as it shall determine. Each grant of Restricted Shares shall be evidenced by an
Award Agreement. Unless the Award Agreement shall otherwise provide or the
Committee provides otherwise after the date of grant, stock certificates
evidencing any Restricted Shares so granted shall be held in the custody of the
Secretary of the Company until the Restricted Period lapses, and, as a condition
to the grant of any Award of Restricted Shares, the Participant shall have
delivered to the Secretary of the Company a certificate, endorsed in blank,
relating to the Common Shares covered by such Award.

     (b) Termination of Employment.

     Unless the Award Agreement shall otherwise provide or the Committee
otherwise determines after grant, the rights of a Participant with respect to an
Award of Restricted Shares outstanding at the time of the Participant's
termination of Employment shall be determined under Section 5(d). Unless the
Award Agreement shall otherwise provide or the Committee otherwise determines,
any portion of any Restricted Shares Award that has not become vested at the
date of a Participant's termination of Employment shall be forfeited as of such
date.


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     (c) Restricted Period; Restrictions on Transferability during Restricted
Period.

     Unless the Award Agreement shall otherwise provide or otherwise determined
by the Committee after the date of grant, the Restricted Period applicable to
any Award of Restricted Shares shall lapse, and the shares related to such Award
of Restricted Shares shall become freely transferable, at such time as may be
determined by the Committee. Restricted Shares may not be sold, assigned,
pledged or otherwise encumbered, except as herein provided, during the
Restricted Period. Any certificates issued in respect of Restricted Shares shall
be registered in the name of the Participant and deposited by such Participant,
together with a stock power endorsed in blank, with the Company.

     (d) Delivery of Shares.

     Upon the expiration or termination of the Restricted Period and the
satisfaction (as determined by the Committee) of any other conditions determined
by the Committee, the restrictions applicable to the Restricted Shares shall
lapse and a stock certificate for the number of Common Shares with respect to
which the restrictions have lapsed shall be delivered, free of all such
restrictions, except any that may be imposed by law, to the Participant or the
Participant's beneficiary, estate or legal representative, as the case may be.
No payment will be required to be made by the Participant upon the delivery of
such Common Shares and for cash, except as otherwise provided in Section 11(a)
of the Plan. At or after the date of grant, the Committee may accelerate the
vesting of any Award of Restricted Shares or waive any conditions to the vesting
of any such Award.

     (e) Rights as a Shareholder; Dividends.

     Unless the Award Agreement shall otherwise provide or otherwise determined
by the Committee after the date of grant, Participants granted Restricted Shares
shall be entitled to vote the shares and to receive, either currently or at a
future date, as specified by the Committee, all dividends and other
distributions paid with respect to those shares, provided that if any such
dividends or distributions are paid in Common Shares or other property (other
than cash), such shares and other property shall be subject to the same
forfeiture restrictions and restrictions on transferability as apply to the
Restricted Shares with respect to which they were paid. The Committee will
determine whether and to what extent to credit to the account of, or to pay
currently to, each recipient of Restricted Shares, an amount equal to any
dividends paid by the Company during the Restricted Period with respect to the
corresponding number of Common Shares. To the extent provided by the Committee
at or after the date of grant, any dividends with respect to cash dividends on
the Common Shares credited to a Participant's account shall be deemed to have
been invested in Common Shares on the record date established for the related
dividend and, accordingly, a number of additional Restricted Shares shall be
credited to such Participant's account equal to the greatest whole number that
may be obtained by dividing (x) the value of such dividend on the record date by
(y) the Fair Market Value of a Common Share on such date.

8. PERFORMANCE AWARDS.

     (a) Performance Shares and Performance Units.

     1. Performance Periods and Grants. Subject to the provisions of the Plan,
the Committee shall have the authority to grant Performance Shares and
Performance Units to any Eligible Employee and to determine (i) the number of
Performance Shares and the number of Performance Units to be granted to each
Participant and (ii) the other terms and conditions of such Awards. The
Committee shall certify that the applicable performance objectives established
by the Committee have been attained prior to the payment of any Award hereunder
to a Named Executive Officer and shall establish procedures for determining
payout of Awards for other Participants. Such performance objectives may be
related to the performance of (i) the Company, (ii) a Subsidiary, (iii) a
division or unit of the Company or any Subsidiary, (v) the Participant or (vi)
any combination of the foregoing, over a measurement period or periods
established by the Committee. Performance Periods may overlap and Participants
may participate simultaneously with respect to Performance Shares or Performance
Units for which different Performance Periods are prescribed. Unless the
Committee otherwise determines at the time, the actual grant of Performance
Shares or Performance Units shall not be made until the end of the applicable
Performance Period, though the maximum number of Common Shares potentially
applicable to such Award under the particular program shall be reserved under
the Plan.

     2. Performance Objectives. With respect to any Executive Officer, the
performance objectives with respect to such Award shall be expressed in terms of
any of the following criteria, which may be determined solely by reference to
the performance of the Company or a Subsidiary or based on comparative
performance relative to other companies: (i) total return to shareholders, (ii)
return on equity, (iii) operating income or net income, (iv) return on capital,
(v) economic value added, (vi) earnings per Common Share, (vii) earnings


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before interest, taxes, depreciation and amortization, (viii) cost reductions or
savings, (ix) increase in surplus, (x) productivity improvements, (xi) return on
invested capital, (xii) market price of the Common Shares, and (xii) total
shareholder return. The Committee may, at any time and from time to time, change
the performance objectives applicable with respect to future any Performance
Shares or Performance Units to reflect such factors, including, without
limitation, changes in a Participant's duties or responsibilities or changes in
business objectives (e.g., from corporate to Subsidiary or business unit
performance or vice versa), as the Committee shall deem necessary or
appropriate. Payment for Performance Shares or Performance Units shall be made
by the Company in Common Shares, cash or in any combination thereof, as
determined by the Committee.

     3. Adjustments. The Committee is authorized at any time during or after a
Performance Period to reduce or eliminate the Performance Share Award of any
Participant for any reason, including, without limitation, changes in the
position or duties of any Participant with the Company during or after a
Performance Period, whether due to any termination of employment (including
death, disability, retirement, voluntary termination or termination with or
without cause) or otherwise. In addition, to the extent necessary to preserve
the intended economic effects of the Plan to the Company and the Participant,
the Committee shall adjust performance objectives, the Performance Share Awards
or Performance Units or each of these to take into account: (i) a change in
corporate capitalization, (ii) a corporate transaction, such as any merger of
the Company or any subsidiary into another corporation, any consolidation of the
Company or any Subsidiary into another corporation, any separation of the
Company or any Subsidiary (including a spin-off or the distribution of stock or
property of the Company or any subsidiary), any reorganization of the Company or
any subsidiary or a large, special and non-recurring dividend paid or
distributed by the Company (whether or not such reorganization comes within the
definition of Section 368 of the Code), (iii) any partial or complete
liquidation of the Company or any Subsidiary or (iv) a change in accounting or
other relevant rules or regulations; provided, however, that no adjustment
hereunder shall be authorized or made if and to the extent that the Committee
determines that such authority or the making of such adjustment would cause the
Performance Shares or Performance Units to fail to qualify as "qualified
performance-based compensation" under Section 162(m) of the Code with respect to
a particular Participant.

     (b) Termination of Employment.

     Unless the Committee otherwise determines at or after grant, the rights of
a Participant with respect to an Award of Performance Shares or Performance
Units where the applicable Performance Period has not lapsed at the time of the
Participant's termination of Employment shall be determined under this Section
8(b). In the event a Participant terminates employment for any reason during a
Performance Period, he or she (or his or her Beneficiary, in the case of death)
shall not be entitled to receive any Performance Award for such Performance
Period unless the Committee, in its sole and absolute discretion, elects to pay
all or any part of a Performance to such Participant. in the event that a
Participant's Employment terminates due to the Participant's (i) death, (ii)
Disability, or (iii) Normal Retirement, any Award of Performance Shares or
Performance Units shall be forfeited; provided that, the Committee may at the
end of the applicable Performance Period make the award as to that number of
shares or units that is equal to that percentage, if any, of such award that
would have been earned based on the attainment or partial attainment of such
performance objectives. In all other cases, any portion of any Award of
Performance Shares or Performance Units that has not become nonforfeitable at
the date of a Participant's termination of Employment shall be forfeited as of
such date.

     (c) Awards Nontransferable

     Performance Shares or Performance Units shall not be deemed granted until
the end of the applicable Performance Period and may not be sold, assigned,
pledged or otherwise encumbered, except as herein provided, during the
Performance Period. Upon grant of the Performance Shares or payout of
Performance Units, in the case of payouts in Common Shares, the Common Shares
issuable may be subject to such restrictions as are determined by the Committee.

     (d) Award of Dividend Equivalents.

     Unless otherwise determined by the Committee at or after the date of grant,
Participants granted Performance Shares or Performance Units shall be entitled
to receive, either currently or at a future date, as specified by the Committee,
all dividends and other distributions paid with respect to those shares and
units, provided that if any such dividends or distributions are paid in Common
Shares or other property (other than cash), such shares and units and other
property shall be subject to the same forfeiture restrictions and restrictions
on transferability as apply to the Performance Shares and Performance Units with
respect to which they were paid. The Committee will determine whether and to
what extent to credit to the account of, or to pay currently to, each recipient
of Performance Shares or Performance Units, an amount equal to any dividends
paid by the Company during the period of deferral with respect to the
corresponding number of Common Shares ("Dividend Equivalents"). To the extent
provided by the Committee at or after the date of grant, any Dividend
Equivalents with respect to cash dividends on the Common Shares credited to a
Participant's


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account shall be deemed to have been invested in Common Shares on the record
date established for the related dividend and, accordingly, a number of
additional Performance Shares or Performance Units shall be credited to such
Participant's account equal to the greatest whole number that may be obtained by
dividing (x) the value of such Dividend Equivalent on the record date by (y) the
Fair Market Value of a Common Share on such date. Amounts that may become due
hereunder shall be paid in accordance with Section 409A of the Code to the
extent applicable.

9. STOCK IN LIEU OF CASH.

     The Committee may grant Awards or Common Shares in lieu of all or a portion
of an award otherwise payable in cash to an Executive Officer pursuant to any
bonus or incentive compensation plan of the Company. If shares are issued in
lieu of cash, the number of Common Shares to be issued shall be the greatest
number of whole shares that has an aggregate Fair Market Value on the date the
cash would otherwise have been payable pursuant to the terms of such other plan
equal to or less than the amount of such cash.

10. CHANGE IN CONTROL.

     (a) Accelerated Vesting and Payment.

     Subject to the provisions of Section 10(b) below, in the event of a Change
in Control, each Option and Stock Appreciation Right shall promptly be canceled
in exchange for a payment in cash of an amount equal to the excess of the Change
in Control Price over the exercise price for such Option or the exercise price
for such Stock Appreciation Right, whichever is applicable; the Restricted
Period applicable to all Restricted Shares, and the Performance Period
applicable to Performance Shares and Performance Units shall expire and all such
shares shall become non forfeitable and immediately transferable and the Common
Shares with respect thereto shall be immediately payable.

     (b) Alternative Awards.

     Notwithstanding Section 10(a), no cancellation, acceleration of
exercisability, vesting, cash settlement or other payment shall occur with
respect to any Award or any class of Awards if the Committee reasonably
determines in good faith prior to the occurrence of a Change in Control that
such Award or class of Awards shall be honored or assumed, or new rights
substituted therefor (such honored, assumed or substituted award hereinafter
called an "Alternative Award") by a Participant's new employer (or the parent or
a subsidiary of such employer) immediately following the Change in Control,
provided that any such Alternative Award must:

          (i) be based on stock that is traded on an established securities
     market, or which will be so traded within 60 days following the Change in
     Control;

          (ii) provide such Participant (or each Participant in a class of
     Participants) with rights and entitlements substantially equivalent to or
     better than the rights and entitlements applicable under any such Award or
     class of Awards, including, but not limited to, an identical or better
     exercise or vesting schedule and identical or better timing and methods of
     payment;

          (iii) have substantially equivalent economic value to such Award or
     class of Awards (determined by the Committee as constituted immediately
     prior to the Change in Control, in its sole discretion, promptly after the
     Change in Control); and

          (iv) have terms and conditions that provide that in the event that the
     Participant's Employment is involuntarily terminated or constructively
     terminated (other than for Cause) upon or following such Change in Control,
     any conditions on a Participant's rights under, or any restrictions on
     transfer or exercisability applicable to, each such Alterative Award shall
     be waived or shall lapse, as the case may be.

     For this purpose, a constructive termination shall mean a termination by a
Participant following a material reduction in the Participant's compensation, a
material reduction in the Participant's responsibilities or the relocation of
the Participant's principal place of Employment to another location a material
distance farther away from the Participant's home, in each case, without the
Participant's prior written consent.


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<PAGE>

11. GENERAL PROVISIONS.

     (a) Withholding.

     The Company shall have the right to deduct from all amounts paid to a
Participant in cash (whether under this Plan or otherwise) any taxes required by
law to be withheld in respect of Awards under this Plan. In the case of any
Award satisfied in the form of Common Shares, no Common Shares shall be issued
unless and until arrangements satisfactory to the Committee shall have been made
to satisfy any withholding tax obligations applicable with respect to such
Award. Without limiting the generality of the foregoing and subject to such
terms and conditions as the Committee may impose, the Company shall have the
right to retain, or the Committee may, subject to such terms and conditions as
it may establish from time to time, permit Participants to elect to tender,
Common Shares (including Common Shares issuable in respect of an Award) to
satisfy, in whole or in part, the amount required to be withheld.

     (b) Awards.

     Each Award hereunder shall be evidenced in writing. The written agreement
shall be delivered to the Participant and shall incorporate the terms of the
Plan by reference and specify the terms and conditions thereof and any rules
applicable thereto.

     (c) Nontransferability.

     Unless the Committee shall permit (on such terms and conditions as it shall
establish) an Award to be transferred to a member of the Participant's immediate
family or to a trust or similar vehicle for the benefit of such immediate family
members (collectively, the "Permitted Transferees"), no Award shall be
assignable or transferable except by will or the laws of descent and
distribution, and except to the extent required by law, no right or interest of
any Participant shall be subject to any lien, obligation or liability of the
Participant. Except as otherwise expressly provided in this Plan, all rights
with respect to Awards granted to a Participant under the Plan shall be
exercisable during the Participant's lifetime only by such Participant or, if
applicable, the Permitted Transferees.

     (d) No Right to Employment.

     No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to
Employment. Further, the Company and each Subsidiary expressly reserves the
right at any time to terminate the Employment of a Participant free from any
liability or any claim under the Plan, except as provided herein or in any
agreement entered into with respect to an Award.

     (e) No Rights to Awards; No Shareholder Rights.

     No Participant or Eligible Employee shall have any claim to be granted any
Award under the Plan, and there is no obligation of uniformity of treatment of
Participants and Eligible Employees. Subject to the provisions of the Plan and
the applicable Award, no person shall have any rights as a shareholder with
respect to any Common Shares to be issued under the Plan prior to the issuance
thereof.

     (f) Forfeiture of Gains on Exercise

     Except following a Change in Control, if the Participant terminates
employment in breach of any covenants and conditions subsequent set forth in
Section 11(g) and becomes employed by a competitor of the Company within one
year after the date of exercise of any Option or the receipt of any Award, the
Participant shall pay to the Company an amount equal to any gain from the
exercise of the Option or the value of the Award other than Options, in each
case measured by the amount reported as taxable compensation to the Participant
by the Company for federal income tax purposes and in each case without regard
to any subsequent fluctuation in the market price of the shares of Common Shares
of the Company. Any such amount due hereunder shall be paid by the Participant
within thirty days of becoming employed by a competitor. By accepting an Option
or other Award hereunder, the Participant is authorizing the Company to
withhold, to the extent permitted by law, the amount owed to the Company
hereunder from any amounts that the Company may owe to the Participant in any
capacity whatsoever.


                                       9

<PAGE>

     (g) Condition Subsequent.

     Except after a Change in Control, the exercise of any Option or Stock
Appreciation Right and the receipt of any Award shall be subject to the
satisfaction of the following conditions subsequent: (i) that Participant
refrain from engaging in any activity that in the opinion of the Committee is
competitive with any activity of the Company or any Subsidiary, excluding any
activity undertaken upon the written approval or request of the Company, (ii)
that Participant refrain from otherwise acting in a manner inimical or in any
way contrary to the best interests of the Company, and (iii) that the
Participant furnish the Company such information with respect to the
satisfaction of the foregoing conditions subsequent as the Committee shall
reasonably request. In addition, except as may otherwise be excused by action of
the Committee, the Participant by the exercise of the Option or the receipt of
the Award agrees to remain in the employ of the Company, unless earlier
terminated by the Company or by the Participant by reason of his or her death,
disability or retirement.

     (h) Construction of the Plan.

     The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of New York.

     (i) Legend.

     To the extent any stock certificate is issued to a Participant in respect
of an Award of Restricted Shares under the Plan prior to the expiration of the
applicable Restricted Period, such certificate shall be registered in the name
of the Participant and shall bear an appropriate legend. Upon the lapse of the
Restricted Period with respect to any such Restricted Shares, the Company shall
issue or have issued new share certificates without a legend in exchange for
those previously issued.

     (j) Effective Date.

     The effective date of this Plan is January 1, 2007. The Plan will become
effective as of that date provided that the Plan receives the approval, within
12 months of its approval by the Board, and the shareholders of the Company. If
such approval is not forthcoming, the Plan and all Awards shall be null and
void. No Awards may be granted under the Plan after December 31, 2017. Subject
to shareholder approval of the Plan, if the Committee so determines and the
holder thereof shall consent to any amendment to any outstanding award that has
an adverse affect on such holder's rights thereunder, the provisions of the Plan
shall apply to, and govern, existing awards under the Predecessor Plans and,
such awards shall be amended to provide such holder with any additional benefits
available hereunder.

     (k) Amendment of Plan.

     The Board or the Committee may amend, suspend or terminate the Plan or any
portion thereof at any time, provided that no amendment shall be made without
shareholder approval if such amendment would: increase the number of Common
Shares subject to the Plan, except pursuant to Section 4(c) change the price at
which Options may be granted; or remove the administration of the Plan from the
Committee. Without the written consent of an affected Participant, no
termination, suspension or modification of the Plan shall adversely affect any
right of such Participant under the terms of an Award granted before the date of
such termination, suspension or modification. To the Committee determined that
an amendment to the Plan or to any Awards issued under the Plan is required to
comply with Section 409A of the Code with respect to any Participant or Section
162(m) of the Code with respect to any Named Executive Officer, the Committee
may, without stockholder approval or approval of such Participant, amend the
Plan or any Award hereunder, retroactively or prospectively, to the extent it
determines necessary in order to comply with Sections 409A or 162(m) of the Code
to preserve an exemption therefrom, the Company's Federal income tax deduction
for compensation paid pursuant to the Plan and for avoid penalties to a
Participant or the Company. To the extent that any Awards issued hereunder are
or become subject to Section 409A of the Code, the provisions of this Plan and
such Award shall be interpreted to comply with the requirements of such section.

     (l) Application of Proceeds.

     The proceeds received by the Company from the sale of its shares under the
Plan will be used for general corporate purposes.

     (m) Compliance with Legal and Exchange Requirements.


                                       10

<PAGE>

     The Plan, the granting and exercising of Awards thereunder, and the other
obligations of the Company under the Plan, shall be subject to all applicable
federal and state laws, rules, and regulations, and to such approvals by any
regulatory or governmental agency as may be required. The Company, in its
discretion, may postpone the granting and exercising of Awards, the issuance or
delivery of Common Shares under any Award or any other action permitted under
the Plan to permit the Company, with reasonable diligence, to complete such
stock exchange listing or registration or qualification of such Common Shares or
other required action under any federal or state law, rule, or regulation and
may require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of Common Shares in compliance with applicable laws, rules, and
regulations. The Company shall not be obligated by virtue of any provision of
the Plan to recognize the exercise of any Award or to otherwise sell or issue
Common Shares in violation of any such laws, rules, or regulations; and any
postponement of the exercise or settlement of any Award under this provision
shall not extend the term of such Awards, and neither the Company nor its
directors or officers shall have any obligation or liability to the Participant
with respect to any Award (or Common Shares issuable thereunder) that shall
lapse because of such postponement.

     (n) Deferrals.

     The Committee may postpone the exercising of Awards, the issuance or
delivery of Common Shares under any Award or any action permitted under the Plan
to prevent the Company or any of its Subsidiaries from being denied a federal
income tax deduction with respect to any Award other than an Incentive Stock
Option. Any such deferral shall comply with the provisions of Section 409A of
the Code to the extent it is applicable.

     (o) Beneficiary

     The Beneficiary of a Participant shall be the Participant's estate, which
shall be entitled to receive the Award, if any, payable under the Plan upon his
or her death. A Participant may file with the Company a written designation of
one or more persons as a Beneficiary in lieu of his or her estate, who shall be
entitled to receive the Award, if any, payable under the Plan upon his or her
death, subject to the enforceability of the designation under applicable law at
that time. A Participant may from time-to-time revoke or change his or her
Beneficiary designation, with or without the consent of any prior Beneficiary as
required by applicable law, by filing a new designation with the Company.
Subject to the foregoing, the last such designation received by the Company
shall be controlling; provided, however, that no designation, or change or
revocation thereof, shall be effective unless received by the Company prior to
the Participant's death, and in no event shall it be effective as of a date
prior to such receipt. If the Committee is in doubt as to the right of any
person to receive such Award, the Company may retain such Award, without
liability for any interest thereon, until the Committee determines the rights
thereto, or the Company may pay such Award into any court of appropriate
jurisdiction and such payment shall be a complete discharge of the liability of
the Company therefor.

                                        Adopted: _______________________________


                                       11