ex-10h.htm


    


    MDU
RESOURCES GROUP, INC.

    GROUP
GENIUS INNOVATION PLAN

    


    


    Article
1.                      Establishment,
Purpose and Duration

    


    1.1           Establishment of the
Plan.  MDU Resources Group, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), hereby establishes an incentive plan
for employees,  to be known as the "MDU Resources Group, Inc. Group
Genius Innovation Plan" (hereinafter referred to as the "Plan"), as set forth in
this document.  The Plan permits the grant of nonqualified stock
options (NQSOs), stock appreciation rights (SARs), restricted stock, restricted
stock units, performance units, performance stock and other awards.

    


    The Plan
shall become effective on May 17, 2001 (the "Effective Date") and shall remain
in effect as provided in Section 1.3 herein.

    


    1.2           Purpose of the
Plan.  The purpose of the Plan is to encourage employees to
share ideas for new business directions for the Company and to reward them when
the idea becomes profitable.

    


    1.3           Duration of the
Plan.  The Plan shall commence on the Effective Date, as
described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 13 herein, until all Stock subject to it shall have been purchased or
acquired according to the Plan's provisions.

    


    


    Article
2.                      Definitions

    


    Whenever
used in the Plan, the following terms shall have the meanings set forth below
and, when such meaning is intended, the initial letter of the word is
capitalized:

    


    2.1           “Award” means,
individually or collectively, a grant under the Plan of NQSOs, SARs, Restricted
Stock, Restricted Stock Units, Performance Units, Performance Stock or any other
type of award permitted under Article 10 of the Plan.

    


    2.2           “Award Agreement”
means an agreement entered into by each Participant and the Company, setting
forth the terms and provisions applicable to an Award granted to a Participant
under the Plan.

    


    2.3           “Base Value” of an SAR
shall have the meaning set forth in Section 7.1 herein.

    


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


    
      
         


      

      
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    2.5           A
“Change in
Control” shall mean:

     

    (a)   The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the
then outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this subsection (a), the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
subsection (c) of this Section 2.5; or

     

    (b)   Individuals
who, as of May 17, 2001, which is the effective date of the Plan, constitute the
Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

     

    (c)   Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company (a “Business Combination”), in
each case, unless, following such Business Combination, (i) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (ii) no

     


    
      
         


      

      
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    Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or

     

    (d)   Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.

     

    For
avoidance of doubt, unless otherwise determined by the Board, the sale of a
subsidiary, operating entity or business unit of the Company shall not
constitute a Change in Control for purposes of this Agreement.

    


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

    


    2.7           “Committee “ means the
committee, as specified in Article 3, appointed by the Board to administer the
Plan with respect to Awards.

    


    2.8           “Company” means MDU
Resources Group, Inc., a Delaware corporation, or any successor thereto as
provided in Article 15 herein.

    


    2.9           “Director” means any
individual who is a member of the Board of Directors of the
Company.

    


    2.10           “Disability” means
"permanent and total disability" as defined under Section 22(e)(3) of the
Code.

    


    2.11           “Dividend Equivalent”
means, with respect to Stock subject to an Award, a right to be paid an amount
equal to dividends declared on an equal number of outstanding shares of
Stock.

    


    2.12           “Eligible Employee”
means an Employee who is eligible to participate in the Plan, as set forth in
Section 5.1 herein.

    


    2.13           “Employee” means (i)
any full-time or regularly-scheduled part-time employee of the Company or a
Subsidiary or (ii) any bargaining unit employee covered by a collective
bargaining agreement to which the Company or any of its Subsidiaries is a
party.  Directors who are not otherwise employed by the Company or a
Subsidiary shall not be considered Employees for purposes of the
Plan.  For purposes of the Plan, transfer of employment of a
Participant between the Company


    
      
         


      

      
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    and any
one of its Subsidiaries (or between Subsidiaries) shall not be deemed a
termination of employment.

    


    2.14           “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, or any
successor act thereto.

    


    2.15           “Exercise Period”
means the period during which an SAR or Option is exercisable, as set forth in
the related Award Agreement.

    


    2.16           “Fair Market Value”
means the average of the high and low sale prices as reported in the
consolidated transaction reporting system, or, if there was no such sale on the
relevant date, then on the last previous day on which a sale was
reported.

    


    2.17           “Freestanding SAR”
means an SAR that is granted independently of any Option.

    


    2.18           “Nonqualified Stock
Option” or “NQSO” means an option
to purchase Stock, granted under Article 6 herein, which is not intended to be
an incentive stock option under Section 422 of the Code.

    


    2.19           “Option” means a
Nonqualified Stock Option.

    


    2.20           “Option Exercise
Price” means the price at which Stock may be purchased by a Participant
pursuant to an Option, as determined by the Committee and set forth in the
Option Award Agreement.

    


    2.21           “Participant” means an
Eligible Employee who has outstanding an Award granted under the
Plan.

    


    2.22           “Performance Period”
means the time period during which Performance Unit/Performance Stock
performance goals must be met.

    


    2.23           “Performance Stock”
means an Award described in Article 9 herein.

    


    2.24           “Performance Unit”
means an Award described in Article 9 herein.

    


    2.25           “Period of
Restriction” means the period during which the transfer of Restricted
Stock or Restricted Stock Units is limited in some way, as provided in Article 8
herein.

    


    2.26           “Person” shall have
the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as
used in Sections 13(d) and 14(d) thereof, including usage in the definition of a
"group" in Section 13(d) thereof.

    


    2.27           “Plan” means the MDU
Resources Group, Inc. Group Genius Innovation Plan.


    
      
         


      

      
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    2.28           “Restricted Stock”
means an Award described in Article 8 herein.

    


    2.29           “Restricted Stock
Unit” means an Award described in Article 8 herein.

    


    2.30           “Securities Act” means
the Securities Act of 1933, as amended.

    


    2.31           “Stock” means the
common stock, $1.00 par value, of the Company.

    


    2.32           “Stock Appreciation
Right” or “SAR” means a right,
granted alone or in connection with a related Option, designated as an SAR, to
receive a payment on the day the right is exercised, pursuant to the terms of
Article 7 herein. Each SAR shall be denominated in terms of one share of
Stock.

    


    2.33           “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations ending
with the Company if each of the corporations other than the last corporation in
the chain owns stock possessing 50 percent or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.

    


    2.34           “Tandem SAR” means an
SAR that is granted in connection with a related Option, the exercise of which
shall require forfeiture of the right to purchase a share of Stock under the
related Option (and when a share of Stock is purchased under the Option, the
Tandem SAR shall be similarly canceled).

    


    


    Article
3.                      Administration

    


    3.1           The
Committee.  The Plan shall be administered by the Compensation
Committee or by any other committee (the "Committee") appointed from time to
time by, and shall serve at the discretion of, the Board of
Directors.

    


    3.2           Authority of the
Committee.  The Committee shall have full power except as
limited by law, the Articles of Incorporation or the Bylaws of the Company,
subject to such other restricting limitations or directions as may be imposed by
the Board and subject to the provisions herein, to determine the Eligible
Employees to receive Awards; to determine the size and types of Awards; to
determine the terms and conditions of such Awards; to construe and interpret the
Plan and any agreement or instrument entered into under the Plan; to establish,
amend or waive rules and regulations for the Plan's administration; and (subject
to the provisions of Article 13 herein) to amend the terms and conditions of any
outstanding Award.  Further, the Committee shall make all other
determinations which may be necessary or advisable for the administration of the
Plan.  As permitted by law, the Committee may delegate its authorities
as identified hereunder.


    
      
         


      

      
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    3.3           Restrictions on Distribution
of Stock and Stock Transferability.  Notwithstanding any other
provision of the Plan, the Company shall have no liability to deliver any Stock
or benefits under the Plan unless such delivery would comply with all applicable
laws (including, without limitation, the Securities Act) and applicable
requirements of any securities exchange or similar entity and unless the
Participant’s tax obligations have been satisfied as set forth in Article
14.  The Committee may impose such restrictions on any Stock acquired
pursuant to Awards under the Plan as it may deem advisable, including, without
limitation, restrictions to comply with applicable Federal securities laws, with
the requirements of any stock exchange or market upon which such Stock is then
listed and/or traded and with any blue sky or state securities laws applicable
to such Stock.

    


    3.4           Decisions
Binding.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its stockholders, Employees, Participants and their
estates and beneficiaries.

    


    3.5           Costs.  The
Company shall pay all costs of administration of the Plan.

    


    


    Article
4.                      Stock
Subject to the Plan

    


    4.1           Number of Shares of
Stock.  Subject to Section 4.2 herein, the maximum number
shares of Stock available for grant under the Plan shall be
223,150.  Stock underlying lapsed or forfeited Awards, or Awards that
are not paid in Stock, may be reused for other Awards.  Stock granted
pursuant to the Plan may be (i) authorized but unissued shares of Stock,
(ii) treasury Stock or (iii) Stock purchased on the open
market.

    


    4.2           Adjustments in Authorized
Stock and Awards.  In the event of any equity restructuring
such as a stock dividend, stock split, spinoff, rights offering or
recapitalization through a large, nonrecurring cash dividend, the Committee
shall cause an equitable adjustment to be made (i) in the number and kind of
shares of Stock that may be delivered under the Plan and (ii) with respect to
outstanding Awards, in the number and kind of shares of Stock subject to
outstanding Awards, the Option Exercise Price, Base Value or other price of
shares of Stock subject to outstanding Awards, any performance goals relating to
shares of Stock, the market price of Shares, or per-Share results, and other
terms and conditions of outstanding Awards, in the case of (i) and (ii) to
prevent dilution or enlargement of rights.  In the event of any other
change in corporate capitalization, such as a merger, consolidation or
liquidation, the Committee may, in its sole discretion, cause an equitable
adjustment as described in the foregoing sentence to be made to prevent dilution
or enlargement of rights.  The number of shares of Stock subject to
any Award shall always be rounded down to a whole number when adjustments are
made pursuant to this Section 4.2.  Adjustments made by the Committee
pursuant to this Section 4.2 shall be final, binding and
conclusive.


    
      
         


      

      
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    Article
5.                      Eligibility
and Participation

    


    5.1           Eligibility.  Persons
eligible to participate in the Plan ("Eligible Employees") include all Employees
except officers and directors, as determined by the Committee.

    


    5.2           Actual
Participation.  Subject to the provisions of the Plan, the
Committee may, from time to time, select from all Eligible Employees those to
whom Awards shall be granted.

    


    


    Article
6.                      Stock
Options

    


    6.1           Grant of
Options.  Subject to the terms and conditions of the Plan,
Options may be granted to an Eligible Employee at any time and from time to
time, as shall be determined by the Committee.

    


    The
Committee shall have complete discretion in determining the number of shares of
Stock subject to Options granted to each Eligible Employee (subject to Article 4
herein) and, consistent with the provisions of the Plan, in determining the
terms and conditions pertaining to such Options.

    


    6.2           Option Award
Agreement.  Each Option grant shall be evidenced by an Option
Award Agreement that shall specify the Option Exercise Price, the term of the
Option, the number of shares of Stock to which the Option pertains, the Exercise
Period and such other provisions as the Committee shall determine, including but
not limited to any rights to Dividend Equivalents.

    


    6.3           Exercise of and Payment for
Options.  Options granted under the Plan shall be exercisable
at such times and shall be subject to such restrictions and conditions as the
Committee shall in each instance approve.

    


    A
Participant may exercise an Option at any time during the Exercise Period.
Options shall be exercised by the delivery of a written notice of exercise to
the Company, setting forth the number of shares of Stock with respect to which
the Option is to be exercised, accompanied by provision for full payment for the
Stock.

    


    The
Committee shall have the authority to establish procedures for payment upon the
exercise of Options, which may include, in the Committee's sole discretion,
payment  (a) in cash or its equivalent, (b) by tendering
previously acquired shares of Stock having an aggregate Fair Market Value at the
time of exercise equal to the total Option Exercise Price (provided that the
Stock that is tendered must have been held by the Participant for at least six
(6) months prior to its tender), (c) by broker-assisted cashless exercise or
(d) by a combination of (a), (b) and/or (c).


    
      
         


      

      
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    6.4           Termination.  Each
Option Award Agreement shall set forth the extent to which the Participant shall
have the right to exercise the Option following termination of the Participant's
employment with the Company and its Subsidiaries.  Such provisions
shall be determined in the sole discretion of the Committee (subject to
applicable law), shall be included in the Option Award Agreement entered into
with Participants, need not be uniform among all Options granted pursuant to the
Plan or among Participants and may reflect distinctions based on the reasons for
termination.

    


    6.5           Transferability of
Options.  Except as otherwise determined by the Committee, all
Options granted to a Participant under the Plan shall be exercisable during his
or her lifetime only by such Participant, and no Option granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.

    


    


    Article
7.                      Stock
Appreciation Rights

    


    7.1           Grant of
SARs.  Subject to the terms and conditions of the Plan, an SAR
may be granted to an Eligible Employee at any time and from time to time as
shall be determined by the Committee.  The Committee may grant
Freestanding SARs, Tandem SARs or any combination of these forms of
SARs.

    


    The
Committee shall have complete discretion in determining the number of SARs
granted to each Eligible Employee (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.

    


    The Base
Value of a Freestanding SAR shall equal the Fair Market Value of a share of
Stock on the date of grant of the SAR. The Base Value of Tandem SARs shall equal
the Option Exercise Price of the related Option.

    


    7.2           SAR Award
Agreement.  Each SAR grant shall be evidenced by an SAR Award
Agreement that shall specify the number of SARs granted, the Base Value, the
term of the SAR, the Exercise Period and such other provisions as the Committee
shall determine.

    


    7.3           Exercise and Payment of
SARs.  Tandem SARs may be exercised for all or part of the
Stock subject to the related Option upon the surrender of the right to exercise
the equivalent portion of the related Option.  A Tandem SAR may be
exercised only with respect to the Stock for which its related Option is then
exercisable.

    


    Freestanding
SARs may be exercised upon whatever terms and conditions the Committee, in its
sole discretion, imposes upon them.

    


    A
Participant may exercise an SAR at any time during the Exercise
Period.  SARs shall be exercised by the delivery of a written notice
of exercise to the Company, setting forth the number of


    
      
         


      

      
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    SARs
being exercised.  Upon exercise of an SAR, a Participant shall be
entitled to receive payment from the Company in an amount equal to the product
of:

    


    
      	
               
      

            	
              (a)

            	
              the
      excess of (i) the Fair Market Value of a share of Stock on the date of
      exercise over (ii) the Base Value multiplied
  by

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      number of shares of Stock with respect to which the SAR is
      exercised.

            


    

    


    At the
sole discretion of the Committee, the payment to the Participant upon SAR
exercise may be in cash, in Stock of equivalent value or in some combination
thereof.

    


    7.4           Termination.  Each
SAR Award Agreement shall set forth the extent to which the Participant shall
have the right to exercise the SAR following termination of the Participant's
employment with the Company and its Subsidiaries.  Such provisions
shall be determined in the sole discretion of the Committee, shall be included
in the SAR Award Agreement entered into with Participants, need not be uniform
among all SARs granted pursuant to the Plan or among Participants and may
reflect distinctions based on the reasons for termination.

    


    7.5           Transferability of
SARs.  Except as otherwise determined by the Committee, all
SARs granted to a Participant under the Plan shall be exercisable during his or
her lifetime only by such Participant or his or her legal representative, and no
SAR granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.

    


    


    Article
8.                      Restricted
Stock and Restricted Stock Units

    


    8.1           Grant of Restricted Stock
and Restricted Stock Units.  Subject to the terms and
conditions of the Plan, Restricted Stock and/or Restricted Stock Units may be
granted to an Eligible Employee at any time and from time to time, as shall be
determined by the Committee.

    


    The
Committee shall have complete discretion in determining the number of shares of
Restricted Stock and/or Restricted Stock Units granted to each Eligible Employee
(subject to Article 4 herein) and, consistent with the provisions of the Plan,
in determining the terms and conditions pertaining to such Awards.

    


    8.2           Restricted Stock/Restricted
Stock Unit Award Agreement.  Each grant of Restricted Stock
and/or Restricted Stock Units grant shall be evidenced by a Restricted Stock
and/or Restricted Stock Unit Award Agreement that shall specify the number of
shares of Restricted Stock and/or Restricted Stock Units granted, the initial
value (if applicable), the Period or Periods of Restriction, and such other
provisions as the Committee shall determine.


    
      
         


      

      
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    8.3           Transferability.  Except
as otherwise determined by the Committee, during the applicable Period of
Restriction, a Participant's rights with respect to the Restricted Stock and
Restricted Stock Units granted under the Plan shall be available during the
Participant's  lifetime only to such Participant or the Participant's
legal representative, and Restricted Stock and Restricted Stock Units may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
other than by will or by the laws of descent and distribution.

    


    8.4           Certificates.  No
certificates representing Stock shall be issued to a Participant until such time
as all restrictions applicable to such Stock have been satisfied.

    


    8.5           Removal of
Restrictions.  Restricted Stock shall become freely
transferable by the Participant after the last day of the Period of Restriction
applicable thereto.  Once Restricted Stock is released from the
restrictions, the Participant shall be entitled to receive a
certificate.  Payment of Restricted Stock Units shall be made after
the last day of the Period of Restriction applicable thereto.  The
Committee, in its sole discretion, may pay Restricted Stock Units in cash or in
Stock (or in a combination thereof), which has an aggregate Fair Market Value
equal to the value of the Restricted Stock Units.

    


    8.6           Voting
Rights.  During the Period of Restriction, Participants may
exercise full voting rights with respect to the Restricted Stock.

    


    8.7           Dividends and Other
Distributions.  Subject to the Committee's right to determine
otherwise at the time of grant, during the Period of Restriction, Participants
shall receive all regular cash dividends paid with respect to the Restricted
Stock while it is so held.  All other distributions paid with respect
to such Restricted Stock shall be credited to Participants subject to the same
restrictions on transferability and forfeitability as the Restricted Stock with
respect to which they were paid and shall be paid to the Participant promptly
after the full vesting of the Restricted Stock with respect to which such
distributions were made.

    


    Rights,
if any, to Dividend Equivalents on Restricted Stock Units shall be established
by the Committee at the time of grant and set forth in the Award
Agreement.

    


    8.8           Termination.  Each
Restricted Stock/Restricted Stock Unit Award Agreement shall set forth the
extent to which the Participant shall have the right to receive Restricted Stock
and/or a Restricted Stock Unit payment following termination of the
Participant's employment with the Company and its Subsidiaries.  Such
provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with Participants, need not be
uniform among all grants of Restricted Stock/Restricted Stock Units or among
Participants and may reflect distinctions based on the reasons for
termination.

    



    
      
         


      

      
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    Article
9.                      Performance
Units and Performance Stock

    


    9.1           Grant of Performance Units
and Performance Stock.  Subject to the terms and conditions of
the Plan, Performance Units and/or Performance Stock may be granted to an
Eligible Employee at any time and from time to time, as shall be determined by
the Committee.

    


    The
Committee shall have complete discretion in determining the number of
Performance Units and/or shares of Performance Stock granted to each Eligible
Employee (subject to Article 4 herein) and, consistent with the provisions of
the Plan, in determining the terms and conditions pertaining to such
Awards.

    


    9.2           Performance Unit/Performance
Stock Award Agreement.  Each grant of Performance Units and/or
Performance Stock shall be evidenced by a Performance Unit and/or Performance
Stock Award Agreement that shall specify the number of Performance Units and/or
shares of Performance Stock granted, the initial value (if applicable), the
Performance Period, the performance goals and such other provisions as the
Committee shall determine, including but not limited to any rights to Dividend
Equivalents.

    


    9.3           Value of Performance
Units/Performance Stock.  Each Performance Unit shall have an
initial value that is established by the Committee at the time of
grant.  The value of a share of Performance Stock shall be equal to
the Fair Market Value of a share of Stock.  The Committee shall set
performance goals in its discretion which, depending on the extent to which they
are met, will determine the number and/or value of Performance Units/Performance
Stock that will be paid out to the Participants.

    


    9.4           Earning of Performance
Units/Performance Stock.  After the applicable Performance
Period has ended, the Participant shall be entitled to receive a payout with
respect to the Performance Units/Performance Stock earned by the Participant
over the Performance Period, to be determined as a function of the extent to
which the corresponding performance goals have been achieved.

    


    9.5           Form and Timing of Payment
of Performance Units/Performance Stock.  Payment of earned
Performance Units/Performance Stock shall be made following the close of the
applicable Performance Period.  The Committee, in its sole discretion,
may pay earned Performance Units/Performance Stock in cash or in Stock (or in a
combination thereof), which has an aggregate Fair Market Value equal to the
value of the earned Performance Units/Performance Stock at the close of the
applicable Performance Period.  Such Stock may be granted subject to
any restrictions deemed appropriate by the Committee.

    


    9.6           Termination.  Each
Performance Unit/Performance Stock Award Agreement shall set forth the extent to
which the Participant shall have the right to receive a Performance
Unit/Performance Stock payment following termination of the Participant's
employment with the Company and its Subsidiaries during a Performance
Period.  Such provisions shall be determined in the sole discretion of
the Committee, shall be included in the Award Agreement entered into
with


    
      
         


      

      
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    Participants,
need not be uniform among all grants of Performance Units/Performance Stock or
among Participants and may reflect distinctions based on reasons for
termination.

    


    9.7           Transferability.  Except
as otherwise determined by the Committee, a Participant's rights with respect to
Performance Units/Performance Stock granted under the Plan shall be available
during the Participant's lifetime only to such Participant or the Participant's
legal representative and Performance Units/Performance Stock may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.

    


    


    Article
10.                      Other
Awards

    


    The
Committee shall have the right to grant other Awards which may include, without
limitation, the grant of Stock based on attainment of performance goals
established by the Committee, the payment of Stock in lieu of cash or cash based
on attainment of performance goals established by the Committee and the payment
of Stock in lieu of cash under other Company incentive or bonus
programs.  Payment under or settlement of any such Awards shall be
made in such manner and at such times as the Committee may
determine.

    


    


    Article
11.                      Rights
of Participants

    


    11.1           Termination. Nothing
in the Plan shall interfere with or limit in any way the right of the Company or
any Subsidiary to terminate any Participant's employment or other relationship
with the Company or any Subsidiary at any time, for any reason or no reason in
the Company's or the Subsidiary's sole discretion, nor confer upon any
Participant any right to continue in the employ of, or otherwise in any
relationship with, the Company or any Subsidiary.

    


    11.2           Participation.  No
Eligible Person shall have the right to be selected to receive an Award under
the Plan, or, having been so selected, to be selected to receive a future
Award.

    


    11.3           Limitation of Implied
Rights.  Neither a Participant nor any other Person shall, by
reason of the Plan, acquire any right in or title to any assets, funds or
property of the Company or any Subsidiary whatsoever, including, without
limitation, any specific funds, assets or other property which the Company or
any Subsidiary, in their sole discretion, may set aside in anticipation of a
liability under the Plan.  A Participant shall have only a contractual
right to the Stock or amounts, if any, payable under the Plan, unsecured by any
assets of the Company or any Subsidiary.  Nothing contained in the
Plan shall constitute a guarantee that the assets of such companies shall be
sufficient to pay any benefits to any Person.

    


    Except as
otherwise provided in the Plan, no Award under the Plan shall confer upon the
holder thereof any right as a stockholder of the Company prior to the date on
which the individual fulfills all conditions for receipt of such
rights.


    
      
         


      

      
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    Article
12.                      Change
in Control

    


    The terms
of this Article 12 shall immediately become operative, without further action or
consent by any person or entity, upon a Change in Control, and once operative
shall supersede and take control over any other provisions of this
Plan.

    


    Upon a
Change in Control

    


    
      	
               
      

            	
              (a)

            	
              Any
      and all Options and SARs granted hereunder shall become immediately vested
      and exercisable;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      restriction periods and restrictions imposed on Restricted Stock or
      Restricted Stock Units shall be deemed to have expired; such Restricted
      Stock shall become immediately vested in full and Stock certificates shall
      be delivered to Participants, and such Restricted Stock Units shall be
      paid out in cash; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      target payout opportunity attainable under all outstanding Awards of
      Performance Units and Performance Stock and any other Awards shall be
      deemed to have been fully earned for the entire Performance Period(s) as
      of the effective date of the Change in Control.  All Awards
      shall become immediately vested.  All Performance Stock and
      other Awards denominated in Stock shall be paid out in Stock, and all
      Performance Units and other Awards shall be paid out in
    cash.

            


    

    


    


    Article
13.                      Amendment,
Modification and Termination

    


    13.1           Amendment, Modification and
Termination.  The Board may, at any time and from time to time,
alter, amend, suspend or terminate the Plan in whole or in part.

    


    13.2           Awards Previously
Granted.  No termination, amendment or modification of the Plan
shall adversely affect in any material way any Award previously granted under
the Plan without the written consent of the Participant holding such Award,
unless such termination, modification or amendment is required by applicable law
and except as otherwise provided herein.

    


    


    Article
14.                      Withholding

    


    14.1           Tax
Withholding.  The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
(including any Stock withheld as provided below) sufficient to satisfy Federal,
state and local taxes (including the Participant's FICA obligation) required by
law to be withheld with respect to an Award made under the
Plan.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    14.2           Stock
Withholding.  With respect to tax withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising out of or as a result of Awards granted
hereunder, Participants may elect to satisfy the withholding requirement, in
whole or in part, by tendering Stock held by the Participant or by having the
Company withhold Stock having a Fair Market Value equal to the minimum statutory
total tax which could be imposed on the transaction.  All elections
shall be irrevocable, made in writing and signed by the
Participant.

    


    


    Article
15.                      Successors

    


    All
obligations of the Company under the Plan, with respect to Awards granted
hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise of all or substantially all of the business
and/or assets of the Company.

    


    


    Article
16.                      Legal
Construction

    


    16.1           Gender and
Number.  Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, the plural shall
include the singular and the singular shall include the plural.

    


    16.2           Severability.  In
the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.

    


    16.3           Requirements of
Law.  The granting of Awards and the issuance of Stock under
the Plan shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.

    


    16.4           Governing
Law.  To the extent not preempted by Federal law, the Plan, and
all agreements hereunder, shall be construed in accordance with, and governed
by, the laws of the State of Delaware, without regard to conflicts of law
provisions.

    



    
      
         


      

      
        -14-