exv10w5



 






EXHIBIT 10.5




MERCER INSURANCE GROUP,
INC.

2004 STOCK INCENTIVE PLAN
Effective June 16, 2004




 









 








MERCER INSURANCE GROUP, INC.



2004 STOCK INCENTIVE PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE	 	  PAGE	 
	ARTICLE 1. PURPOSE OF THE PLAN; TYPES OF AWARDS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2. DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3. ADMINISTRATION
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 4. COMMON STOCK SUBJECT TO THE PLAN
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 5. ELIGIBILITY
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 6. STOCK OPTIONS IN GENERAL
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 7. TERM, VESTING AND EXERCISE OF OPTIONS
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 8. EXERCISE OF OPTIONS FOLLOWING TERMINATION OF
	 	 	 	 
	EMPLOYMENT OR SERVICE
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 9. RESTRICTED STOCK
	 	 	13]	 
	 
	 	 	 	 
	ARTICLE 10. ADJUSTMENT PROVISIONS
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 11. GENERAL PROVISIONS
	 	 	15	 






 









 






ARTICLE 1. PURPOSE OF THE PLAN; TYPES OF AWARDS




     1.1 Purpose. The Mercer Insurance Group, Inc. 2004 Stock Incentive Plan is intended
to provide selected employees and non-employee directors of Mercer Insurance Group and its
Subsidiaries with an opportunity to acquire Common Stock of the Corporation. The Plan is designed
to help the Corporation attract, retain and motivate employees and non-employee directors to make
substantial contributions to the success of the Corporation’s business and the businesses of its
Subsidiaries. Awards will be granted under the Plan based, among other things, on a participant’s
level of responsibility and performance.



     1.2 Authorized Plan Awards. Incentive Stock Options, Nonqualified Stock Options, and
Restricted Stock may be awarded within the limitations of the Plan herein described.



ARTICLE 2. DEFINITIONS




     2.1 “Agreement.” A written or electronic agreement between the Corporation and a Participant
evidencing the grant of an Award. A Participant may be issued one or more Agreements from time to
time, reflecting one or more Awards.



     2.2 “Award.” The grant of a Stock Option or Restricted Stock.



     2.3 “Board.” The Board of Directors of the Corporation.



     2.4 “Change in Control.” Except as otherwise provided in an Agreement, the first to occur of
any of the following events:



          (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
except for any of the Corporation’s employee benefit plans, or any entity holding the Corporation’s
voting securities for, or pursuant to, the terms of any such plan (or any trust forming a part
thereof) (the “Benefit Plan(s)”), is or becomes the beneficial owner, directly or indirectly, of
the Corporation’s securities representing 19.9% or more of the combined voting power of the
Corporation’s then outstanding securities other than pursuant to a transaction excepted in Clause
(d);



          (b) there occurs a contested proxy solicitation of the Corporation’s shareholders that
results in the contesting party obtaining the ability to vote securities representing 19.9% or more
of the combined voting power of the Corporation’s then outstanding securities;



          (c) a binding written agreement is executed providing for a sale, exchange, transfer or other
disposition of all or substantially all of the assets of the Corporation to another entity, except
to an entity controlled directly or indirectly by the Corporation;



          (d) the shareholders of the Corporation approve a merger, consolidation, or other
reorganization of the Corporation, unless:




               (i) under the terms of the agreement providing for such merger, consolidation or
reorganization, the shareholders of the Corporation immediately before
such merger, consolidation or reorganization, will own, directly or indirectly
immediately



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following such merger, consolidation or reorganization, at least 51% of the
combined voting power of the outstanding voting securities of the Corporation resulting from
such merger, consolidation or reorganization (the “Surviving Corporation”) in substantially
the same proportion as their ownership of the voting securities immediately before such
merger, consolidation or reorganization;




               (ii) under the terms of the agreement providing for such merger, consolidation or
reorganization, the individuals who were members of the Board immediately prior to the
execution of such agreement will constitute at least 51% of the members of the board of
directors of the Surviving Corporation after such merger, consolidation or reorganization;
and




               (iii) based on the terms of the agreement providing for such merger, consolidation or
reorganization, no Person (other than (A) the Corporation or any Subsidiary of the
Corporation, (B) any Benefit Plan, (C) the Surviving Corporation or any Subsidiary of the
Surviving Corporation, or (D) any Person who, immediately prior to such merger,
consolidation or reorganization had beneficial ownership of 19.9% or more of the then
outstanding voting securities) will have beneficial ownership of 19.9% or more of the
combined voting power of the Surviving Corporation’s then outstanding voting securities;



          (e) a plan of liquidation or dissolution of the Corporation, other than pursuant to
bankruptcy or insolvency laws, is adopted; or



          (f) during any period of two consecutive years, individuals, who at the beginning of such
period, constituted the Board cease for any reason to constitute at least a majority of the Board
unless the election, or the nomination for election by the Corporation’s shareholders, of each new
director was approved by a vote of at least two-thirds of the directors then still in office who
were directors at the beginning of the period.



      Notwithstanding Clause (a), a Change in Control shall not be deemed to have occurred if a
Person becomes the beneficial owner, directly or indirectly, of the Corporation’s securities
representing 19.9% or more of the combined voting power of the Corporation’s then outstanding
securities solely as a result of an acquisition by the Corporation of its voting securities which,
by reducing the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 19.9% or more of the combined voting power of the
Corporation’s then outstanding securities; provided, however, that if a Person becomes a beneficial
owner of 19.9% or more of the combined voting power of the Corporation’s then outstanding
securities by reason of share purchases by the Corporation and shall, after such share purchases by
the Corporation, become the beneficial owner, directly or indirectly, of any additional voting
securities of the Corporation (other than as a result of a stock split, stock dividend or similar
transaction), then a Change in Control of the Corporation shall be deemed to have occurred with
respect to such Person under Clause (a). In no event shall a Change in Control of the Corporation
be deemed to occur under Clause (a) with respect to Benefit Plans.



       2.5 “Code.” The Internal Revenue Code of 1986, as amended.



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     2.6 “Code of Conduct.” The policies and procedures related to employment of employees by the
Corporation or a Subsidiary set forth in the Corporation’s employee handbook. The Code of Conduct
may be amended and updated at any time. The term “Code of Conduct” shall also include any other
policy or procedure that may be adopted by the Corporation or a Subsidiary and communicated to
Employees and Non-Employee Directors of the Corporation or a Subsidiary.



     2.7 “Committee.” The Compensation Committee of the Board.



     2.8 “Common Stock.” The common stock of the Corporation (no par value) as described in the
Corporation’s Articles of Incorporation, or such other stock as shall be substituted therefor.



     2.9 “Corporation.” Mercer Insurance Group, Inc., a Pennsylvania corporation.



     2.10 “Employee.” Any common law employee of the Corporation or a Subsidiary. An Employee
does not include any individual who: (i) does not receive payment for services directly from the
Corporation’s or a Subsidiary’s payroll; (ii) is employed by an employment agency that is not a
Subsidiary; or (iii) who renders services pursuant to a written arrangement that expressly provides
that the service provider is not eligible for participation in the Plan, regardless if such person
is later determined by the Internal Revenue Service or a court of law to be a common law employee.



     2.11 “Exchange Act.” The Securities Exchange Act of 1934, as amended.



     2.12 “Incentive Stock Option.” A Stock Option intended to satisfy the requirements of Code
Section 422(b).



     2.13 “Non-Employee Director.” A member of the Board who is not an Employee.



     2.14 “Nonqualified Stock Option.” A Stock Option which does not satisfy the requirements of
Code Section 422(b).



     2.15 “Optionee.” A Participant who is awarded a Stock Option pursuant to the provisions of
the Plan.



     2.16 “Participant.” An Employee or Non-Employee Director to whom an Award has been granted
and remains outstanding.



     2.17 “Performance Criteria.” Any objective determination based on one or more of the
following areas of performance of the Corporation, a Subsidiary, or any division, department or
group of either which includes, but is not limited to: (a) earnings, (b) cash flow, (c) revenue,
(d) financial ratios, (e) market performance, (f) shareholder return, (g) operating profits
(including earnings before interest, taxes, depreciation and amortization), (h) earnings per share,
(i) return on assets, (j) return on equity, (k) return on investment, (l) stock price, (m) asset
quality, (n) expense reduction, (o) systems conversion, (p) special projects as determined by the
Committee, and (q) acquisition integration initiatives. Performance Criteria shall be established
by the Committee prior to the issuance of a Performance Grant.



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     2.18 “Performance Goal.” One or more goals established by the Committee, with respect to an
Award intended to constitute a Performance Grant, that relate to one or more Performance Criteria.
A Performance Goal shall relate to such period of time, not less than one year (unless coupled with
a vesting schedule of at least one year) or more than five years, as may be specified by the
Committee at the time of the awarding of a Performance Grant.



     2.19 “Performance Grant.” An Award, the vesting or receipt without restriction of which, is
conditioned on the satisfaction of one or more Performance Goals.



     2.20 “Plan.” The Mercer Insurance Group, Inc. 2004 Stock Incentive Plan.



     2.21 “Restricted Stock.” An award of Common Stock pursuant to the provisions of the Plan,
which award is subject to such restrictions and other conditions, including achievement of one or
more performance goals, as may be specified by the Committee at the time of such award.



     2.22 “Retirement.” The termination of a Participant’s employment following the first day of
the month coincident with or next following attainment of age 65, as the term “Normal Retirement
Date” is defined in the Mercer Insurance Group, Inc. Employee Stock Ownership Plan, or attainment
of age 55 and the completion of five (5) years service as described in the Mercer Insurance Group,
Inc. Employee Stock Ownership Plan.



     2.23 “Securities Act.” The Securities Act of 1933, as amended.



     2.24 “Stock Option” or “Option.” A grant of a right to purchase Common Stock pursuant to
the provisions of the Plan.



     2.25 “Subsidiary.” A subsidiary corporation, as defined in Code Section 424(f), that is a
subsidiary of a relevant corporation.



     2.26 “Termination or Dismissal For Cause.” Termination of an Employee by the Corporation or
a Subsidiary or dismissal of a Non-Employee Director from the Board after:



          (a) any government regulatory agency recommends or orders in writing that the Corporation or
a Subsidiary terminate the employment of such Employee or relieve him or her of his or her duties;



          (b) such Employee or Non-Employee Director is convicted of or enters a plea of guilty or
nolo contendere to a felony, a crime of falsehood, or a crime involving fraud or
moral turpitude, or the actual incarceration of the Employee or Non-Employee Director for a period
of 45 consecutive days;



          (c) a determination by the Committee that such Employee willfully failed to follow the lawful
instructions of the Board or any officer of the Corporation or a Subsidiary after such Employee’s
receipt of written notice of such instructions, other than a failure resulting from the Employee’s
incapacity because of physical or mental illness;



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          (d) a determination by the Committee that the willful or continued failure by such Employee
or Non-Employee Director to substantially and satisfactorily perform his duties with the
Corporation or a Subsidiary (other than any such failure resulting from the Employee or
Non-Employee Director being “disabled” (as defined in the Corporation’s group long term disability
policy) or as a result of physical or mental illness), within a reasonable period of time after a
demand for substantial performance or notice of lack of substantial or satisfactory performance is
delivered to the Employee or Non-Employee Director, which demand identifies the manner in which the
Employee or Non-Employee Director has not substantially or satisfactorily performed his or her
duties; or



          (e) a determination by the Committee that such Employee or Non-Employee Director has failed
to conform to the Corporation’s Code of Conduct.



   For purposes of the Plan, no act, or failure to act, on a Employee’s or Non-Employee
Director’s part shall be deemed “willful” unless done, or omitted to be done, by such Employee or
Non-Employee Director not in good faith and without reasonable belief that such Employee’s or
Non-Employee Director’s action or omission was in the best interest of the Corporation or a
Subsidiary.



ARTICLE 3. ADMINISTRATION




     3.1 The Committee. The Plan shall be administered by the Compensation Committee of
the Board composed of two or more members of the Board, all of whom are (a) “non-employee
directors” as such term is defined under the rules and regulations adopted from time to time by the
Securities and Exchange Commission pursuant to Section 16(b) of the Exchange Act, and (b) ”outside
directors” within the meaning of Code Section 162(m). The Board may from time to time remove
members from, or add members to, the Committee. Vacancies on the Committee, however caused, shall
be filled by the Board.



     3.2 Powers of the Committee.



          (a) The Committee shall be vested with full authority to make such rules and regulations as
it deems necessary or desirable to administer the Plan and to interpret the provisions of the Plan,
unless otherwise determined by a majority of the disinterested members of the Board. Any
determination, decision, or action of the Committee in connection with the construction,
interpretation, administration or application of the Plan shall be final, conclusive, and binding
upon all Participants and any person claiming under or through a Participant, unless otherwise
determined by a majority of the disinterested members of the Board.



          (b) Subject to the terms, provisions and conditions of the Plan and subject to review and
approval by a majority of the disinterested members of the Board, the Committee shall have
exclusive jurisdiction to:




               (i) determine and select the Employees and Non-Employee Directors to be granted Awards
(it being understood that more than one Award may be granted to the same person);




               (ii) determine the number of shares subject to each Award;



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               (iii) determine the date or dates when the Awards will be granted;




               (iv) determine the exercise price of shares subject to an Option in accordance with
Article 6;




               (v) determine the date or dates when an Option may be exercised within the term of the
Option specified pursuant to Article 7;




               (vi) determine whether an Option constitutes an Incentive Stock Option or a
Nonqualified Stock Option;




               (vii) determine the Performance Criteria and establish Performance Goals with respect
thereto, to be applied to an Award; and




               (viii) prescribe the form, which shall be consistent with the Plan document, of the
Agreement evidencing any Awards granted under the Plan.



     3.3 Liability. No member of the Board or the Committee shall be liable for any action
or determination made in good faith by the Board or the Committee with respect to this Plan or any
Awards granted under this Plan.



     3.4 Establishment and Certification of Performance Goals. The Committee shall
establish, prior to grant, Performance Goals with respect to each Award intended to constitute a
Performance Grant. Except as may otherwise be provided in Article 8 hereof, no Option that is
intended to constitute a Performance Grant may be exercised until the Performance Goal or Goals
applicable thereto is or are satisfied, nor shall any share of Restricted Stock that is intended to
constitute a Performance Grant be released to a Participant until the Performance Goal or Goals
applicable thereto is or are satisfied.



     3.5 No Waiver of Performance Goals. Except as may otherwise be provided in Article 8
hereof, the Committee or the Board shall not waive any Performance Goals with respect to the grant
of any Award hereunder.



     3.6 Performance Grants Not Mandatory. Nothing herein shall be construed as requiring
that any Award be made a Performance Grant.



ARTICLE 4. COMMON STOCK SUBJECT TO THE PLAN




     4.1 Common Stock Authorized.



          (a) The initial total aggregate number of shares of Common Stock for which Options may be
granted under the Plan or which may be awarded as Restricted Stock under the Plan shall not exceed
876,555. Notwithstanding the foregoing, the number of shares of Common Stock available for
issuance under the Plan shall automatically increase on the first trading day of January of each
calendar year during the term of the Plan, beginning with calendar year 2005, by an amount equal to
one percent (1%) of the shares of Common Stock outstanding on the last trading day in December of
the immediately preceding calendar year. No Incentive Stock Options may be granted on the basis of
the additional shares of Common Stock resulting from



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such annual increases. The limitation established by the preceding sentence shall also be
subject to adjustment as provided in Article 10.




          (b) The maximum aggregate number of shares of Common Stock for which Restricted Stock may be
awarded under the Plan shall not exceed 250,000. The limitation established by the preceding
sentence shall be subject to adjustment in proportion to any increase in the total number of shares
available for issuance under the Plan as provided in Section 4.1(a) above and Article 10.



          (c) The maximum aggregate number of shares of Common Stock for which Incentive Stock Options
may be granted under the Plan shall not exceed 500,000. The limitation established by the
preceding sentence shall be subject to adjustment as provided in Article 10.



          (d) The maximum aggregate number of shares of Common Stock for which Awards may be granted
under the Plan to non-employee directors shall not exceed 350,000. The limitation established by
the preceding sentence shall be subject to adjustment as provided in Article 10.



          (e) If any Option is exercised by tendering Common Stock, either actually or by attestation,
to the Corporation as full or partial payment in connection with the exercise of such Option under
the Plan, or if the tax withholding requirements are satisfied through such tender, only the number
of shares of Common Stock issued net of the Common Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares available for Awards under the Plan.



     4.2 Shares Available. The Common Stock to be issued under the Plan shall be the
Corporation’s Common Stock which shall be made available at the discretion of the Board, either
from authorized but unissued Common Stock or from Common Stock acquired by the Corporation,
including shares purchased in the open market. In the event that any outstanding Award under the
Plan for any reason expires, terminates, or is forfeited, the shares of Common Stock allocable to
such expiration, termination, or forfeiture may thereafter again be made subject to an Award under
the Plan.



ARTICLE 5. ELIGIBILITY




     5.1 Participation. Awards shall be granted by the Committee only to persons who are
Employees and Non-Employee Directors.



     5.2 Incentive Stock Option Eligibility. Incentive Stock Option Awards may only be
granted to Employees of the Corporation. Notwithstanding any other provision of the Plan to the
contrary, an individual who owns more than ten percent of the total combined voting power of all
classes of outstanding stock of the Corporation shall not be eligible for the grant of an Incentive
Stock Option, unless the special requirements set forth in Sections 6.1 and 7.1 are satisfied. For
purposes of this section, in determining stock ownership, an individual shall be considered as
owning the stock owned, directly or indirectly, by or for his brothers and sisters (whether by the
whole or half blood), spouse, ancestors and lineal descendants. Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust shall be considered as



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being owned proportionately by or for its shareholders, partners or beneficiaries.
“Outstanding stock” shall include all stock actually issued and outstanding immediately before the
grant of the Option. “Outstanding stock” shall not include shares authorized for issue under
outstanding Options held by the Optionee or by any other person.




ARTICLE 6. STOCK OPTIONS IN GENERAL




     6.1 Exercise Price. The exercise price of an Option to purchase a share of Common
Stock shall be, in the case of an Incentive Stock Option, not less than 100% of the fair market
value of a share of Common Stock on the date the Option is granted, except that the exercise price
shall be not less than 110% of such fair market value in the case of an Incentive Stock Option
granted to any individual described in the second sentence of Section 5.2. The exercise price of
an Option to purchase a share of Common Stock shall be, in the case of a Nonqualified Stock Option,
not less than 100% of the fair market value of a share of Common Stock on the date the Option is
granted. The exercise price shall be subject to adjustment pursuant to the limited circumstances
set forth in Article 10.



     6.2 Limitation on Incentive Stock Options. The aggregate fair market value
(determined as of the date an Option is granted) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any individual in any calendar year
(under the Plan and all other plans maintained by the Corporation and Subsidiaries) shall not
exceed $100,000.



     6.3 Determination of Fair Market Value.



          (a) If the Common Stock is not listed on an established stock exchange or exchanges but is
listed on NASDAQ, the fair market value per share shall be the closing sale price for the Common
Stock on the day an Option is granted. If no sale of Common Stock has occurred on that day, the
fair market value shall be determined by reference to such price for the next preceding day on
which a sale occurred.



          (b) If the Common Stock is not listed on an established stock exchange or on NASDAQ, fair
market value per share shall be the mean between the closing dealer “bid” and “asked” prices for
the Common Stock for the day an Option is granted, and if no “bid” and “asked” prices are quoted
for the day an Option is granted, the fair market value shall be determined by reference to such
prices on the next preceding day on which such prices were quoted.



          (c) If the Common Stock is listed on an established stock exchange or exchanges, the fair
market value shall be deemed to be the closing price of Common Stock on such stock exchange or
exchanges on the day an Option is granted. If no sale of Common Stock has been made on any stock
exchange on that day, the fair market value shall be determined by reference to such price for the
next preceding day on which a sale occurred.



          (d) In the event that the Common Stock is not traded on an established stock exchange or on
NASDAQ, and no closing dealer “bid” and “asked” prices are available on the



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day an Option is granted, then fair market value will be the price established by the
Committee in good faith.




   In connection with determining the fair market value of a share of Common Stock on any
relevant day, the Committee may use any source deemed reliable; and its determination shall be
final and binding on all affected persons, absent clear error.



     6.4 Limitation on Option Awards. Awards under this Plan (and any other plan of the
Corporation or a Subsidiary providing for stock option awards) to an Employee described in Code
Section 162(m)(3) shall not exceed, in the aggregate, Options to acquire 50,000 shares of Common
Stock during any period of 12 consecutive months. Such limitation shall be subject to adjustment
in the manner described in Article 10.



     6.5 Transferability of Options.



          (a) Except as provided in Subsection (b), an Option granted hereunder shall not be
transferable other than by will or the laws of descent and distribution, and such Option shall be
exercisable, during the Optionee’s lifetime, only by him or her.



          (b) An Optionee may, with the prior approval of the Committee, transfer a Nonqualified Stock
Option for no consideration to or for the benefit of one or more members of the Optionee’s
“immediate family” (including a trust, partnership or limited liability company for the benefit of
one or more of such members), subject to such limits as the Committee may impose, and the
transferee shall remain subject to all terms and conditions applicable to the Option prior to its
transfer. The term “immediate family” shall mean an Optionee’s spouse, parents, children,
stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose,
shall also include the Optionee).



ARTICLE 7. TERM, VESTING AND EXERCISE OF OPTIONS




     7.1 Term and Vesting. Each Option granted under the Plan shall terminate on the date
determined by the Committee, and specified in the Agreement; provided, however, that (i) each
intended Incentive Stock Option granted to an individual described in the second sentence of
Section 5.2 shall terminate not later than five years after the date of the grant, (ii) each other
intended Incentive Stock Option shall terminate not later than ten years after the date of grant,
and (iii) each Option granted under the Plan which is intended to be a Nonqualified Stock Option
shall terminate not later than ten years and one month after the date of grant. Each Option
granted under the Plan shall be fully exercisable (i.e., become 100% vested) only after the earlier
of the date on which (i) the Optionee has completed one year of continuous employment with, or
service with respect to, the Corporation or a Subsidiary immediately following the date of the
grant of the Option (or such later date as may be specified in an Agreement, including a date that
may be tied to the satisfaction of one or more Performance Goals); (ii) unless otherwise provided
in an Agreement, a Change in Control occurs; and (iii) unless otherwise provided in an Agreement,
the Optionee’s death, being “disabled” (as defined in the Corporation’s long term disability
policy) or Retirement after completing three or more years of service from the date of the grant of
the Option. Except as provided in Article 8 an Option may be exercised only during the continuance
of the Optionee’s employment, with or service with respect to, the Corporation.



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     7.2 Exercise.



          (a) A person electing to exercise an Option shall give notice to the Corporation of such
election and of the number of shares he or she has elected to purchase and shall at the time of
exercise tender the full exercise price of the shares he or she has elected to purchase. The
exercise notice shall be delivered to the Corporation in person, by certified mail, or by such
other method (including electronic transmission) and in such form as determined by the Committee.
The exercise price shall be paid in full, in cash, upon the exercise of the Option; provided,
however, that in lieu of cash, with the approval of the Committee at or prior to exercise, an
Optionee may exercise an Option by tendering to the Corporation shares of Common Stock owned by him
or her and having a fair market value equal to the cash exercise price applicable to the Option
(with the fair market value of such stock to be determined in the manner provided in Section 6.3)
or by delivering such combination of cash and such shares as the Committee in its sole discretion
may approve; further provided, however, that no such manner of exercise shall be permitted if such
exercise would violate Section 402 of the Sarbanes-Oxley Act of 2002. Notwithstanding the
foregoing, Common Stock acquired pursuant to the exercise of an Incentive Stock Option may not be
tendered as payment unless the holding period requirements of Code Section 422(a)(1) have been
satisfied, and Common Stock not acquired pursuant to the exercise of an Incentive Stock Option may
not be tendered as payment unless it has been held, beneficially and of record, for at least six
months (or such longer time as may be required by applicable securities law or accounting
principles to avoid adverse consequences to the Corporation or a Participant).



          (b) A person holding more than one Option at any relevant time may, in accordance with the
provisions of the Plan, elect to exercise such Options in any order.



          (c) At the request of the Participant and to the extent permitted by applicable law, the
Committee may, in its sole discretion, selectively approve arrangements whereby the Participant
irrevocably authorizes a third party to sell shares of Common Stock (or a sufficient portion of the
shares) acquired upon the exercise of an Option and to remit to the Corporation a sufficient
portion of the sales proceeds to pay the entire exercise price and any tax withholding required as
a result of such exercise.



     7.3 Deferred Delivery of Nonqualified Stock Option Shares. The Committee may approve
an arrangement whereby an Optionee may elect to defer receipt of Common Stock otherwise issuable to
him or her upon exercise of a Nonqualified Stock Option. Any such arrangement, if approved at all,
shall be subject to such terms and conditions as the Committee, in its sole discretion, may
specify, which terms and conditions may (but need not) include provision for the award of
additional shares to take into account dividends paid subsequent to exercise of the Option. No
exercise of discretion under this section with respect to an event or person shall create an
obligation to exercise such discretion in any similar or same circumstance.



ARTICLE 8. EXERCISE OF OPTIONS FOLLOWING TERMINATION



OF EMPLOYMENT OR SERVICE




     8.1 Retirement; Other Termination by Corporation or Subsidiary; Change in Control. In
the event of an Optionee’s termination of employment or service as a Non-Employee Director



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(i) due to Retirement, (ii) by the Corporation or a Subsidiary other than Termination for Cause, or (iii)
due to a Change in Control, such Optionee’s Option shall lapse at the earlier of the expiration of
the term of such Option or:




          (a) in the case of an Incentive Stock Option, three months from the date of such termination
of employment; and



          (b) in the case of a Nonqualified Stock Option, one year from the date of such termination of
employment or service as a Non-Employee Director.



     8.2 Death or Total Disability. In the event of an Optionee’s termination of
employment or service as a Non-Employee Director due to death or being “disabled”(as defined in the
Corporation’s group long term disability policy), such Optionee’s Option shall lapse at the earlier
of the expiration of the term of such Option or:



          (a) in the case of an Incentive Stock Option, one year from the date of such termination of
employment; and



          (b) in the case of a Nonqualified Stock Option, one year from the date of such termination of
employment or service as a Non-Employee Director.



     8.3 Termination or Dismissal For Cause; Other Termination by Optionee. In the event
of an Optionee’s Termination or Dismissal For Cause, or in the event of termination of employment
at the election of an Optionee, such Optionee’s Option shall lapse upon such termination.



     8.4 Special Termination Provisions for Options.



          (a) In the event that an Optionee’s employment or service as a Non-Employee Director is
terminated and the Committee deems it equitable to do so, the Committee may, in its discretion and
subject to the approval of a majority of the disinterested members of the Board, waive any
continuous service requirement for vesting (but not any Performance Goal or Goals) specified in an
Agreement pursuant to Section 7.1 and permit exercise of an Option held by such Optionee prior to
the satisfaction of such continuous service requirement. Any such waiver may be made with
retroactive effect, provided it is made within 60 days following the Optionee’s termination of
employment or service as a Non-Employee Director.



          (b) In the event the Committee waives the continuous service requirement with respect to an
Option as set forth in Section 8.4(a) above and the circumstance of an Optionee’s termination of
employment or service as a Non-Employee Director is described in Section 8.1, the affected Option
will lapse as otherwise provided in the relevant section.



          (c) In the event the Committee waives the continuous service requirement with respect to an
Option as set forth in Section 8.4(a) above, such Option shall lapse at the earlier of the
expiration of the term of such Option or:




               (i) in the case of an Incentive Stock Option, three months from the date of
termination of employment; and



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               (ii) in the case of a Nonqualified Stock Option, one year from the date of termination
of employment or service as a Non-Employee Director.



ARTICLE 9. RESTRICTED STOCK




     9.1 In General. Each Restricted Stock Award shall be subject to such terms and
conditions as may be specified in the Agreement issued to a Participant to evidence the grant of
such Award. Subject to Section 3.6, a Restricted Stock Award shall be subject to a vesting
schedule or Performance Goals, or both.



     9.2 Minimum Vesting Period for Certain Restricted Stock Awards. Each Restricted Stock
Award granted to a Participant shall be fully exercisable (i.e., become 100% vested) only after the
earlier of the date on which (i) the Participant has completed one year of continuous employment
with, or service with respect to, the Corporation or a Subsidiary immediately following the date
that the Restricted Stock was awarded (or such later date as may be specified in an Agreement,
including a date that may be tied to the satisfaction of one or more Performance Goals); (ii)
unless otherwise provided in an Agreement, a Change in Control occurs; or (iii) unless otherwise
provided in an Agreement, the Participant’s death, being “disabled” (as defined in the
Corporation’s group long term disability policy) or Retirement after completing three or more years
of service from the date of the Award.



     9.3 Waiver of Vesting Period for Certain Restricted Stock Awards. In the event that a
Participant’s employment or service as a Non-Employee Director is terminated and the Committee
deems it equitable to do so, the Committee may, in its discretion and subject to the approval of a
majority of the disinterested members of the Board, waive any minimum vesting period (but not any
Performance Goal or Goals) with respect to a Restricted Stock Award held by such Participant. Any
such waiver may be made with retroactive effect, provided it is made within 60 days following such
Participant’s termination of employment or service as a Non-Employee Director.



     9.4 Limitation on Restricted Stock Awards. Grants under this Plan (and any other plan
of the Corporation or a Subsidiary providing for restricted stock awards) to any Employee described
in Code Section 162(m)(3) shall not exceed, in the aggregate, Restricted Stock Awards for 25,000
shares of Common Stock during any period of 12 consecutive months. Such limitation shall be
subject to adjustment in the manner described in Article 10.



     9.5 Issuance and Retention of Share Certificates By Corporation. One or more share
certificates shall be issued upon the grant of a Restricted Stock Award; but until such time as the
Restricted Stock shall vest or otherwise become distributable by reason of satisfaction of one or
more Performance Goals, the Corporation shall retain such share certificates.



     9.6 Stock Powers. At the time of the grant of a Restricted Stock Award, the
Participant to whom the grant is made shall deliver such stock powers, endorsed in blank, as may be
requested by the Corporation.



     9.7 Release of Shares. Within 30 days following the date on which a Participant
becomes entitled under an Agreement to receive shares of previously Restricted Stock, the



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Corporation shall deliver to him or her a certificate evidencing the ownership of such shares,
together with an amount of cash (without interest) equal to the dividends that have been paid on
such shares with respect to record dates occurring on and after the date of the related Award.




     9.8 Forfeiture of Restricted Stock Awards. In the event of the forfeiture of a
Restricted Stock Award, by reason of a Participant’s termination of employment or termination of
service as a Non-Employee Director prior to vesting, the failure to achieve a Performance Goal or
otherwise, the Corporation shall take such steps as may be necessary to cancel the affected shares
and return the same to its treasury.



     9.9 Assignment, Transfer, Etc. of Restricted Stock Rights. The potential rights of a
Participant to shares of Restricted Stock may not be assigned, transferred, sold, pledged,
hypothecated, or otherwise encumbered or disposed of until such time as unrestricted certificates
for such shares are received by him or her.



     9.10 Deferred Delivery of Formerly Restricted Stock. The Committee may approve an
arrangement whereby a Participant may elect to defer receipt of Restricted Stock beyond the date on
which a restriction terminates or a Performance Goal is satisfied with respect thereto. Any such
arrangement, if approved at all, shall be subject to such terms and conditions as the Committee, in
its sole discretion, may specify, including terms covering the accumulation or distribution of
dividends previously paid with respect to the subject shares and those that may thereafter be paid.



ARTICLE 10. ADJUSTMENT PROVISIONS




     10.1 Share Adjustments.



          (a) In the event that the shares of Common Stock of the Corporation, as presently
constituted, shall be changed into or exchanged for a different number or kind of shares of stock
or other securities of the Corporation, or if the number of such shares of Common Stock shall be
changed through the payment of a stock dividend, stock split or reverse stock split, then (i) the
shares of Common Stock authorized hereunder to be made the subject of Awards, (ii) the shares of
Common Stock then subject to outstanding Awards and the exercise price thereof (where relevant),
(iii) the maximum number of Awards that may be granted within a 12-month period and (iv) the nature
and terms of the shares of stock or securities subject to Awards hereunder shall be increased,
decreased or otherwise changed to such extent and in such manner as may be necessary or appropriate
to reflect any of the foregoing events.



          (b) If there shall be any other change in the number or kind of the outstanding shares of the
Common Stock of the Corporation, or of any stock or other securities into which
such Common Stock shall have been changed, or for which it shall have been exchanged, and if a
majority of the disinterested members of the Board shall, in its sole discretion, determine that
such change equitably requires an adjustment in any Award which was theretofore granted or which
may thereafter be granted under the Plan, then such adjustment shall be made in accordance with
such determination.



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          (c) The grant of an Award pursuant to the Plan shall not affect in any way the right or power
of the Corporation to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, to merge, to consolidate, to dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.



     10.2 Corporate Changes. A liquidation or dissolution of the Corporation, a merger or
consolidation in which the Corporation is not the surviving Corporation or a sale of all or
substantially all of the Corporation’s assets, shall cause each outstanding Award to terminate,
except to the extent that another corporation may and does, in the transaction, assume and continue
the Award or substitute its own awards.



     10.3 Fractional Shares. Fractional shares resulting from any adjustment in Awards
pursuant to this article may be settled as the Committee shall determine.



     10.4 Binding Determination. To the extent that the foregoing adjustments relate to
stock or securities of the Corporation, such adjustments shall be made by a majority of the
disinterested members of the Board, whose determination in that respect shall be final, binding and
conclusive. Notice of any adjustment shall be given by the Corporation to each holder of an Award
which shall have been so adjusted.



ARTICLE 11 GENERAL PROVISIONS




     11.1 Effective Date. The Plan shall become effective upon the approval of the Plan by
the shareholders of the Corporation within 12 months of adoption by the Board.



     11.2 Termination of the Plan. Unless previously terminated by the Board, the Plan
shall terminate on, and no Award shall be granted after, the day immediately preceding the tenth
anniversary of its adoption by the Board.



     11.3 Limitation on Termination, Amendment or Modification.



          (a) The Board may at any time terminate, amend, modify or suspend the Plan, provided that,
without the approval of the shareholders of the Corporation, no amendment or modification shall be
made solely by the Board which:




               (i) increases the maximum number of shares of Common Stock as to which Awards may be
granted under the Plan (except as provided in Section 10.1);




               (ii) changes the class of eligible Participants; or




               (iii) otherwise requires the approval of shareholders under applicable state law or
under applicable federal law to avoid potential liability or adverse consequences to the
Corporation or a Participant.



          (b) No amendment, modification, suspension or termination of the Plan shall in any manner
affect any Award theretofore granted under the Plan without the consent of the Participant or any
person validly claiming under or through the Participant.



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     11.4 No Right to Grant of Award or Continued Employment or Service. Nothing contained
in this Plan or otherwise shall be construed to (a) require the grant of an Award to an individual
who qualifies as an Employee or Non-Employee Director, or (b) confer upon a Participant any right
to continue in the employ or service of the Corporation or any Subsidiary or limit in any respect
the right of the Corporation or of any Subsidiary to terminate the Participant’s employment or
service at any time and for any reason.



     11.5 No Obligation. No exercise of discretion under this Plan with respect to an
event or person shall create an obligation to exercise such discretion in any similar or same
circumstance, except as otherwise provided or required by law.



     11.6 Withholding Taxes.



          (a) Subject to the provisions of Subsection (b), the Corporation will require, where
sufficient funds are not otherwise available, that a Participant who is an Employee pay or
reimburse to it any withholding taxes at such time as withholding is required by law.



          (b) With the permission of the Committee, a Participant who is an Employee may satisfy the
withholding obligation described in Subsection (a), in whole or in part, by electing to have the
Corporation withhold shares of Common Stock (otherwise issuable to him or her) having a fair market
value equal to the amount required to be withheld. An election by a Participant who is an Employee
to have shares withheld for this purpose shall be subject to such conditions as may then be imposed
thereon by any applicable securities law.



     11.7 Listing and Registration of Shares.



          (a) No Option granted pursuant to the Plan shall be exercisable in whole or in part, and no
share certificate shall be delivered, if at any relevant time the Committee determines in its
discretion that the listing, registration or qualification of the shares of Common Stock subject to
an Award on any securities exchange or under any applicable law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in connection with,
such Award, until such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.



          (b) If a registration statement under the Securities Act with respect to the shares issuable
under the Plan is not in effect at any relevant time, as a condition of the issuance of the shares,
a Participant (or any person claiming through a Participant) shall give the Committee a written or
electronic statement, satisfactory in form and substance to the Committee, that he or
she is acquiring the shares for his or her own account for investment and not with a view to
their distribution. The Corporation may place upon any stock certificate for shares issued under
the Plan the following legend or such other legend as the Committee may prescribe to prevent
disposition of the shares in violation of the Securities Act or other applicable law:




‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (“ACT”) AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE



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TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE ACT OR A WRITTEN OPINION OF
COUNSEL FOR THE CORPORATION THAT REGISTRATION IS NOT REQUIRED.’



     11.8 Disinterested Director. For purposes of this Plan, a director shall be deemed
“disinterested” if such person could qualify as a member of the Committee under Section 3.1.



     11.9 Gender; Number. Words of one gender, wherever used herein, shall be construed to
include each other gender, as the context requires. Words used herein in the singular form shall
include the plural form, as the context requires, and vice versa.



     11.10 Applicable Law. Except to the extent preempted by federal law, this Plan
document, and the Agreements issued pursuant hereto, shall be construed, administered, and enforced
in accordance with the domestic internal law of the Commonwealth of Pennsylvania.



     11.11 Headings. The headings of the several articles and sections of this Plan
document have been inserted for convenience of reference only and shall not be used in the
construction of the same.




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