Exhibit 10.43



CURTISS-WRIGHT CORPORATION


EMPLOYEE STOCK PURCHASE PLAN


As Amended, effective January 1, 2010


ARTICLE I


PURPOSE


          1.01
The purpose of this Curtiss-Wright Corporation Employee Stock Purchase Plan
(the “Plan”) is to provide employees of Curtiss-Wright Corporation (the
“Company”) and its Subsidiary Corporations with an opportunity to acquire a
proprietary interest in the Company through the purchase of shares of common
stock of the Company (“Company Stock”). It is the intention of the Company that
the Plan qualify as an “employee stock purchase plan” under Section 423 of the
Internal Revenue Code. Accordingly, the provisions of the Plan shall be
construed in a manner consistent with the requirements of that section of the
Code. 


ARTICLE II


DEFINITIONS


          2.01
“Account” means the account maintained on behalf of each Participant by the
Administrator for the purpose of investing in Company Stock and engaging in
other transactions permitted under the Plan; 


          2.02
“Administrator” means the same as Plan Administrator defined in Section 2.18. 


          2.03
“Board” means the Board of Directors of the Company; 


          2.04
“Committee” means the individuals appointed by the Board to administer the
Plan; 


          2.05
“Code” means the Internal Revenue Code of 1986, as amended from time to time,
including the rules, regulations and interpretations promulgated thereunder; 


          2.06
“Company” means the Curtiss-Wright Corporation and its Subsidiary Corporations;



          2.07
“Company Stock” means Company common stock and such other securities as may be
substituted (or resubstituted) for Company Stock pursuant to Section 11.05; 


          2.08
“Compensation” means cash remuneration that is paid to the Employee by the
Company (or an affiliate) during the calendar year for the performance of
services and includible in gross income, including, and limited to, gross base
salary, Code Section 125 elective payroll deduction contributions; elective
payroll deduction contributions made under this Plan; and elective payroll
deduction contributions made under any qualified retirement plan; 





          2.09
“Effective Date” means December 1, 2003, subject to approval by the holders of
the majority of the common stock present and represented at a special or annual
meeting of the shareholders held on or before such date. If the Plan is not so
approved, the Plan shall not become effective; 


          2.10
“Employee” means any active employee of the Company or a Subsidiary
Corporation; 


          2.11
“Enrollment Date” means the first day of the next regularly scheduled payroll
period for the Company or a Subsidiary Corporation, as applicable; 


          2.12
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
time to time; 


          2.13
“Exercise Date” means the last day of each Offering Period; 


          2.14
“Fair Market Value” means the fair market value of a share of Company Stock,
which, as of any given date, shall be the average of the highest and lowest
sales prices of a share of Company Stock reported on a consolidated basis for
securities listed on the New York Stock Exchange for trades on the date as of
which such value is being determined or, if that day is not a Trading Day, then
on the latest previous Trading Day; 


          2.15
“Offering Period” means the approximate period established by the Committee,
not to exceed 27 months;



          2.16
“Participant” means any Employee who (i) is eligible to participate in the Plan
under Section 3.01 hereof and (ii) elects to participate; 


          2.17
“Plan” means the Curtiss-Wright Corporation Employee Stock Purchase Plan; 


          2.18
“Plan Administrator” means the person or entity designated by the Company to
act as administrator for the Plan or any successor thereto; 


          2.19
“Purchase Price” means an amount equal to 85% of the Fair Market Value of a
share of Company Stock on the Exercise Date; 


          2.20
“Reserves” means the number of shares of Company Stock covered by all options
under the Plan which have not yet been exercised and the number of shares of
Company Stock which have been authorized for issuance under the Plan but which
have not yet become subject to options; and 


          2.21
“Subsidiary Corporation” means any corporation (other than the Company) in
which the Company owns directly, or indirectly through subsidiaries, at least
fifty percent (50%) of the total combined voting power of all classes of stock,
or any other entity (including, but not limited to, partnerships and joint
ventures) in which the Company owns at least fifty percent (50%) of the
combined equity thereof. 


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ARTICLE III


ELIGIBILITY AND PARTICIPATION


          3.01
An Employee may become a Participant in the Plan by giving instructions
authorizing payroll deductions to the Administrator in such manner and form as
prescribed by the Administrator no later than 15 days prior to the first day of
an Offering Period (unless a later time for filing such instructions is set by
the Committee for all Employees with respect to a given Offering Period).
Payroll deductions for an Employee shall commence with the first payroll period
that begins at least 15 days following the date such instructions are received
by the Administrator. 


          3.02
Notwithstanding any provisions of the Plan to the contrary, no Employee shall
be granted an option to participate in the Plan to the extent that: 


          (a)
immediately after the grant, such Employee would own stock, and/or hold
outstanding options to purchase stock, possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company
(determined under the rules of Section 424(d) of the Code); or 


          (b)
immediately after the grant, such Employee’s right to purchase Company Stock
under all employee stock purchase plans (as defined in Section 423 of the Code)
of the Company and any Subsidiary Corporation would accrue at a rate which
exceeds $25,000 in fair market value of such Company Stock (determined at the
time such option is granted) for each calendar year in which such option would
be outstanding at any time. 


ARTICLE IV


OFFERINGS


          4.01
The Plan will be implemented by offerings of Company Stock established by the
Committee, not to exceed 27 months. The Committee shall have the power to change
the beginning date, ending date, and duration of Offering Periods with respect
to future offerings without stockholder approval if such change is announced at
least five days prior to the scheduled beginning of the first Offering Period
to be affected thereafter, provided that Offering Periods will in all cases
comply with applicable limitations under Section 423(b)(7) of the Code. 


ARTICLE V


PAYROLL DEDUCTIONS


          5.01 A
Participant may elect to have deductions made for each payroll period during an
Offering Period in an amount equal to any whole percentage from 1% to 10% of
his or her Compensation received for the payroll period; provided, that the
maximum amount of payroll deductions may not exceed $21,250 for each year. To
the extent necessary to comply with Section 423(b)(8) of the Code and the
limitations on purchase contained herein, a Participant’s payroll deductions
may be decreased to 0% during any Offering Period which is scheduled to end
during any calendar year, such that the aggregate of all payroll deductions
accumulated with 


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respect to
such calendar year is no greater than $21,250; and provided, further that no
Participant may purchase more than 10,000 shares of Company Stock during any
offering period. The Company, in its discretion, may increase and decrease the
maximum percentage amount (but not the maximum dollar amount) without formally
amending the plan; provided, however, the maximum percentage amount shall be a
uniform percentage of Compensation for all Participants. 


          5.02
An individual Account shall be maintained by the Administrator for each
Participant in the Plan. All payroll deductions made for a Participant shall be
credited to his or her Account. A Participant may not make any separate cash
payment into such account except when on leave of absence and then only as
provided in Section 7.03. No interest shall accrue or be paid on any payroll
deductions or any other amounts credited to a Participant’s Account. 


          (a)
A Participant may discontinue his or her participation in the Plan or may
decrease the rate of his or her payroll deductions during the Offering Period
by giving instructions authorizing a change in payroll deduction rate to the
Administrator in such manner and form as prescribed by the Administrator. 


          (b)
A Participant may increase the rate of his or her payroll deductions prior to
an Offering Period by giving instructions authorizing a change in payroll
deduction rate to the Administrator within 15 days prior to the first day of
the Offering Period in such manner and form as prescribed by the Administrator.
The change in rate shall become effective with the first payroll period that
begins at least 15 days following the date such instructions are received by
the Administrator. A Participant’s payroll deduction authorization agreement
shall remain in effect for successive Offering Periods until the Participant
provides new instructions to the Administrator or terminates employment as
provided in Section 7.02. 


          5.03
If at any time the number of shares of Company Stock available for purchase
under the Plan is insufficient to grant to each Participant the right to
purchase the full number of shares to which he otherwise would be entitled,
then each Participant will have the right to purchase that number of available
shares of Company Stock that is equal to the total number of available shares
of Company Stock multiplied by a fraction, the numerator of which is the amount
of Compensation credited to the Participant’s Account for the Offering Period,
and the denominator of which is the total amount of Compensation credited to
the Accounts of all Participants for the Offering Period. 


ARTICLE VI


GRANT AND EXERCISE OF OPTION


          6.01
On the first day of each Offering Period, each Employee participating in such
Offering Period shall be deemed to have been granted an option to purchase on
the Exercise Date of such Offering Period, at the applicable Purchase Price, up
to a number of shares of Company Stock determined by dividing such Employee’s
payroll deductions credited to his or her Account as of the Exercise Date by
the applicable Purchase Price; provided that such purchase shall be subject to
the limitations set forth in Sections 3.02 and 8.01. Exercise of the option
shall occur as provided in Section 6.02, unless the Participant has withdrawn
the amount credited to his or her Account upon withdrawal from the Plan
pursuant to Section 7.01 or such amount has been distributed to the Participant
upon termination of employment pursuant to 


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Section 7.02.
To the extent not exercised, the option shall expire on the last day of the
Offering Period. 


          6.02
A Participant’s option for the purchase of shares shall be exercised
automatically on the Exercise Date, and the maximum number of shares (including
fractional shares) subject to the option shall be purchased for such
Participant at the applicable Purchase Price with the accumulated payroll
deductions credited to his or her Account. 


          6.03
During a Participant’s lifetime, options held by such Participant shall be
exercisable only by that Participant and are not transferable other than by
will or by the laws of descent and distribution. 


          (a)
At or as promptly as practicable after the Exercise Date for an Offering Period,
the Company shall deliver the shares of Company Stock purchased to the
Administrator for deposit into the Participants’ Accounts. 


          (b)
Cash dividends on any Company Stock credited to a Participant’s Account will be
automatically reinvested in additional shares of Company Stock; such amounts
will not be available in the form of cash to Participants. All cash dividends
paid on Company Stock credited to a Participant’s Account will be paid over by
the Company to the Administrator at the dividend payment date. The
Administrator will aggregate all purchases of Company Stock in connection with
the Plan for a given dividend payment date. Purchases of Company Stock for
purposes of dividend reinvestment will be made as promptly as practicable (but
not more than 30 days) after a dividend payment date. The Administrator will
make such purchases, as directed by the Committee, either (i) in transactions
on any securities exchange upon which Company Stock is traded, or (ii) directly
from the Company at 100% of the Fair Market Value of a share of Company Stock
on the dividend payment date. Any shares of Company Stock distributed as a
dividend or distribution in respect of shares of Company Stock or in connection
with a split of the Company Stock credited to a Participant’s Account will be
credited to such Account. In the event of any other non-cash dividend or
distribution in respect of Company Stock credited to a Participant’s Account,
the Administrator will, if reasonably practicable and at the direction of the
Committee, sell any property received in such dividend or distribution as
promptly as practicable and use the proceeds to purchase additional shares of
Company Stock in the same manner as cash paid over to the Administrator for
purposes of dividend reinvestment. 


          (c)
Each Participant will be entitled to vote the number of shares of Company Stock
credited to his or her Account (including any fractional shares credited to
such Account) on any matter as to which the approval of the Company’s stockholders
is sought. 


          6.04
(a) During the first two years from the first day of an Offering Period, a
Participant may sell, but may not transfer or withdraw, the shares of Company
Stock acquired during such Offering Period and credited to his or her Account.
During such two-year period, all sales of shares of Company Stock acquired
during the Offering Period shall only be effectuated by the Administrator on
the Participant’s behalf. 


          (b)
Following the completion of two years from the first day of an Offering Period,
a Participant may elect to withdraw from his or her Account shares of Company
Stock acquired during such Offering Period or may elect to transfer such shares
from his or her 


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Account to an
account of the Participant maintained with a broker-dealer or financial
institution. If a Participant elects to withdraw shares from his or her
account, one or more certificates for whole shares shall be issued in the name
of, and delivered to, the Participant, with such Participant receiving cash in
lieu of fractional shares based on the Fair Market Value of a share of Company
Stock on the date of withdrawal. If shares of Company Stock are transferred
from a Participant’s Account to a broker-dealer or financial institution that
maintains an account for the Participant, only whole shares shall be
transferred and cash in lieu of any fractional share shall be paid to such
Participant based on the Fair Market Value of a share of Company Stock on the
date of transfer. A Participant seeking to withdraw or transfer shares of
Company Stock must give instructions to the Administrator in such form and
manner as may be prescribed by the Administrator, which instructions will be
acted upon as promptly as practicable. Withdrawals and transfers will be subject
to any fees imposed in accordance with Section 10.05. 


ARTICLE VII


WITHDRAWAL FROM PLAN AND TERMINATION OF
EMPLOYMENT


          7.01
If a Participant decreases his or her payroll deduction rate to zero during an
Offering Period, he or she shall be deemed to have withdrawn from participation
in the Plan. Any payroll deductions credited to the Participant’s account will
be used to exercise his or her option for the purchase of Company Stock on the
next Exercise Date. Payroll deductions shall not resume at the beginning of the
succeeding Offering Period unless the Participant provides to the Administrator
new instructions authorizing payroll deductions. A Participant who withdraws
from participation in the Plan may withdraw the Company Stock credited to his
or her Account only as provided in Section 6.04. 


          7.02
Upon a Participant’s termination of employment with the Company and all
Subsidiary Corporations for any reason (including termination because of the
Participant’s death), the payroll deductions credited to such Participant’s
Account during the Offering Period but not yet used to exercise the option
shall be returned to such Participant or, in the case of his or her death, to
the person or persons entitled thereto under Section 10.01, and such
Participant’s option shall be automatically terminated. The Administrator shall
continue to maintain the Participant’s Account until the earlier of such time
as the Participant withdraws or transfers all Company Stock in the Account,
which withdrawal or transfer shall be permitted only as provided in Section
6.04 or two years after the Participant ceases to be employed by the Company
and its Subsidiary Corporations. At the expiration of such two-year period, the
Administrator shall distribute to the Participant (or, if the termination of
employment is because of death, to the person or persons entitled to the
distribution under Section 10.01) the shares of Company Stock in the
Participant’s Account in certificated form or transfer such shares of Company Stock
from the Participant’s Account to an account of the Participant (or the
Participant’s beneficiary) maintained with a broker-dealer or financial
institution. The provisions of Section 6.04 shall apply to a distribution of
shares of Company Stock on termination of employment under this Section 7.02. 


          7.03
If a Participant goes on an authorized leave of absence for any reason, such
Participant shall have the right to elect to: (a) withdraw all of the payroll
deductions credited to the Participant’s Account, (b) discontinue contributions
to the Plan but have the amount credited to his or her Account used to purchase
Company Stock on the next Exercise 


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Date, or (c)
remain a Participant in the Plan during such leave of absence, authorizing
deductions to be made from payments by the Company to the Participant during
such leave of absence to the extent that amounts payable by the Company to such
Participant are sufficient to meet such Participant’s authorized Plan
deductions. Unless a Participant on an authorized leave of absence returns to
employment with the Company or a Subsidiary Corporation within ninety (90) days
after the first day of his or her authorized leave of absence, such Participant
shall be deemed to have terminated employment and the provisions of Section
7.02 shall apply. Notwithstanding the above, if the authorized leave of absence
exceeds 90 days and the Participant is guaranteed reemployment with the Company
either by statute of by contract, the Participant shall not be deemed to have
terminated employment on the ninety-first (91st) day. 


          7.04
For the purposes of the Plan, a Participant’s employment with the Company or a
Subsidiary shall be considered to have terminated effective on the last day of
the Participant’s actual and active employment with the Company or Subsidiary,
whether such day is selected by agreement with the Participant or unilaterally
by the Company or Subsidiary and whether with or without advance notice to the
Participant. For the avoidance of doubt, no period of notice that is given or
ought to have been given under applicable law in respect of such termination of
employment will be taken into account in determining entitlement under the
Plan. 


ARTICLE VIII


COMPANY STOCK


          8.01
Subject to adjustment as provided in Section 11.05 hereof, the maximum number
of shares of Company Stock that shall be reserved for sale under the Plan shall
be 500,000. Such shares shall be either authorized and unissued shares or
shares which have been reacquired by the Company. If the total number of shares
which would otherwise be subject to options granted during an Offering Period
exceeds the number of shares of Company Stock then available under the Plan
(after deduction of all shares of Company Stock for which options have been
exercised or are then outstanding), the provisions of Section 5.03 shall apply.
In such event, the Committee shall give written notice to each Participant of
such reduction of the number of option shares affected thereby and shall
similarly reduce the rate of payroll deductions, if necessary. 


          8.02
The Participant will have no interest in Company Stock covered by his or her
option until such option has been exercised. 


ARTICLE IX


CHANGE IN CONTROL


          9.01
A “Change in Control” shall mean the occurrence during the term of the
Agreement of: 


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          (a)
An acquisition (other than directly from the Company) of any common stock of
the Company (“Common Stock”) or other voting securities of the Company entitled
to vote generally for the election of directors (the “Voting Securities”) by
any “Person” (as the term person is used for purposes of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
immediately after which such Person has “Beneficial Ownership” (within the
meaning of Rule 13d–3 promulgated under the Exchange Act) of twenty percent
(20%) or more of (i) the then outstanding shares of Common Stock, (ii) the
combined voting power of the Company’s then outstanding Voting Securities or
(iii) the voting power to elect a majority of the Company’s Board of Directors;
provided, however, in determining
whether a Change in Control has occurred, Voting Securities which are acquired
in a Non-Control Acquisition (as hereinafter defined) shall not constitute an
acquisition which would cause a Change in Control; provided, further, however, that with respect to any
acquisition of Beneficial Ownership Caroline W. Singleton, as the Sole Trustee
of the Singleton Family Trust or the Singleton Group, L.L.C. (collectively
referring to Caroline Singleton, Singleton Family Trust and Singleton Group
L.L.C. as “Singleton”), the reference to twenty percent (20%) in this Section
17.6(a) and Section 17.6(c) shall be deemed to be twenty-two percent (22%) for purposes
of Singleton. A “Non-Control Acquisition” shall mean an acquisition by (i) an
employee benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any corporation or other Person of which a majority of its
voting power or its voting equity securities or equity interest is owned,
directly or indirectly, by the Company (a “Subsidiary”) (ii) the Company or its
Subsidiaries, or (iii) any Person in connection with a Non-Control Transaction
(as hereinafter defined); or 


          (b)
The individuals who, as of June 1, 1998, are members of the Board (the
“Incumbent Board”), cease for any reason to constitute at least a majority of
the members of the Board; provided, however,
that if the election, or nomination for election by the Company’s
shareholders, of any new director was approved by a vote of at least two-thirds
of the Incumbent Board, such new director shall, for purposes of this
Agreement, be considered as a member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or threatened
“Election Contest” (as described in Rule 14a–11 promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board (a “Proxy Contest”) including by reason
of any agreement intended to avoid or settle any Election Contest or Proxy
Contest; or 


          (c)
The consummation of: 


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          (1)
A merger, consolidation or reorganization to which the Company is a party or in
which securities of the Company are issued, unless such merger, consolidation
or reorganization is a “Non-Control Transaction.” A “Non-Control Transaction”
shall mean a merger, consolidation or reorganization with or into the Company
or in which securities of the Company are issued where (i) the shareholders of
the Company, immediately before such merger, consolidation or reorganization,
own directly or indirectly immediately following such merger, consolidation or
reorganization, at least sixty percent (60%) of the combined voting power of
the outstanding voting securities of the corporation resulting from such merger
or 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) the
individuals who were members of the Incumbent Board immediately prior to the
execution of the agreement providing for such merger, consolidation or
reorganization constitute at least a majority of the members of the board of
directors of the Surviving Corporation, or a corporation beneficially directly
or indirectly owning a majority of the combined voting power of the outstanding
voting securities of the Surviving Corporation, and (iii) no Person other than
(A) the Company, (B) any Subsidiary, (C) any employee benefit plan (or any
trust forming a part thereof) that, immediately prior to such merger,
consolidation or reorganization, was maintained by the Company, the Surviving
Corporation, or any Subsidiary, or (D) any Person who, immediately prior to
such merger, consolidation or reorganization had Beneficial Ownership of twenty
percent (20%) or more of the then outstanding Voting Securities or common stock
of the Company, has Beneficial Ownership of twenty percent (20%) or more of the
combined voting power of the Surviving Corporation’s then outstanding voting
securities or its common stock. 


          (2)
A complete liquidation or dissolution of the Company; or 


          (3)
The sale or other disposition of all or substantially all of the assets of the
Company to any Person (other than a transfer to a Subsidiary or a distribution
to the Company’s shareholders); or 


          (4)
The sale or other disposition of all or substantially all of the assets of the
Subsidiary which employs Executive to any Person (other than a transfer to a
Subsidiary or a distribution to the Company’s shareholders); 


Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the “Subject Person”) acquired Beneficial Ownership of more than
the permitted amount of the then outstanding common stock or Voting Securities
as a result of the acquisition of Common Stock or Voting Securities by the
Company which, by reducing the number of shares of Common Stock or Voting
Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of shares of Common Stock or Voting Securities by the Company, and
after such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional shares of Common Stock or Voting Securities
which increases the percentage of the then outstanding shares of Common Stock
or Voting Securities Beneficially Owned by the Subject Person, then a Change in
Control shall occur. 


          9.02
In the event of a Change in Control, the Offering period shall terminate
immediately, unless otherwise provided by the Committee. 


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ARTICLE X


ADMINISTRATION


          10.01
The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have full and discretionary
authority to interpret and construe all provisions of the Plan, to adopt rules
and regulations for administering the Plan, and to make all other determinations
deemed necessary or advisable for administering the Plan. The Committee’s
determination on the foregoing matters shall be final and conclusive. The
Committee may, in its discretion, delegate some or all of its authority to one
or more employees or officers of the Company. 


          10.02
Decisions of the Committee shall be final, conclusive and binding upon all
persons, including the Company, any Participant, any stockholder, and any of
the Company or its Subsidiaries. A majority of the members of the Committee may
determine its actions and fix the time and place of its meetings. 


          10.03
Members of the Committee, and any officer or employee of the Company acting at
the direction, or on behalf, of the Committee shall not be personally liable
for any action or determination taken or made in good faith with respect to the
Plan, and shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action or determination. 


          10.04
The Administrator will act as administrator under the Plan, and will perform
such duties as are set forth in the Plan and in any agreement between the
Company and the Administrator. The Administrator will establish and maintain,
as agent for each Participant, an Account and any subaccounts as may be
necessary or desirable for the administration of the Plan. 


          10.05
The costs and expenses incurred in the administration of the Plan and
maintenance of Accounts will be paid by the Company, including annual fees of
the Administrator and any brokerage fees and commissions for the purchase of
Company Stock upon reinvestment of dividends and distributions. The foregoing
notwithstanding, the Administrator may impose or pass through to the
Participants a reasonable fee for the withdrawal of Company Stock in the form
of stock certificates and reasonable fees for other services unrelated to the
purchase of Company Stock under the Plan, to the extent approved in writing by
the Company and communicated to Participants. Under no circumstance shall the
Company pay any brokerage fees and commissions for the sale of Company Stock
acquired under the Plan by a Participant. 


ARTICLE XI


MISCELLANEOUS


          11.01
Subject to applicable law, a Participant may file a written designation of a
beneficiary who is to receive any shares and cash from the Participant’s
Account under the Plan in the event of (a) such Participant’s death subsequent
to an Exercise Date on which the option is exercised but prior to a
distribution to such Participant of shares or cash then held in the
Participant’s Account or (b) such Participant’s death prior to exercise of the
option. The 


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Participant
may change such designation of beneficiary at any time by written notice. In
the event of the death of a Participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
Participant’s death, any shares or cash to be distributed on the Participant’s
death shall be delivered to the Participant’s estate. 


          11.02
Neither payroll deductions credited to a Participant’s Account nor any rights
with regard to the exercise of an option or to receive Company Stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant other than by will or the laws of descent and distribution
as provided in Section 11.01. Any such attempted assignment, transfer, pledge
or other disposition shall be without effect, except that the Company may, in
its sole discretion, treat such action as an election to withdraw funds. 


          11.03
The Company or any designated Subsidiary is authorized to withhold from any
payment to be made to a Participant, including any payroll and other payments
not related to the Plan, amounts of withholding and other taxes due in
connection with any transaction under the Plan, including any disposition of
shares acquired under the Plan, and a Participant’s enrollment in the Plan will
be deemed to constitute his or her consent to such withholding. At the time of
a Participant’s exercise of an option or disposition of shares acquired under
the Plan, the Company may require the Participant to make other arrangements to
meet tax withholding obligations as a condition to exercise of rights or
distribution of shares or cash from the Participant’s Account. In addition, a
Participant may be required to advise the Company of sales and other
dispositions of Company Stock acquired under the Plan in order to permit the
Company to comply with tax laws and to claim any tax deductions to which the
Company may be entitled with respect to the Plan. 


          11.04
All payroll deductions received or held by the Company under this Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions. 


          11.05
Changes in Capitalization. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, extraordinary cash dividend,
or other changes in corporate structure affecting the Company Stock, such
adjustment shall be made in the aggregate number of shares of Company Stock
which may be delivered under the Plan, and in the number of Company Stock
subject to outstanding options granted under the Plan as may be determined to be
appropriate by the Committee, in its sole discretion. 


          11.06
The Committee shall have the complete power and authority to amend the Plan
from time to time to the extent that such amendments are necessary and
appropriate for the efficient administration of the Plan; however, in no event
shall such authority extend to any amendment that would increase the cost of
the Plan for the Company. The Board shall have the complete power and authority
to terminate the plan. Further, to the extent necessary to comply with Section
423 of the Code (or any other successor rule or provision), the Company shall
obtain stockholder approval in such a manner and to such a degree as so
required. No termination, modification, or amendment of the Plan may, without
the consent of an employee then having an option under the Plan to purchase
stock, adversely affect the rights of such employee under such option. 


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          11.07
The Plan does not, directly or indirectly, create in any employee or class of
employees any right with respect to continuation of employment by the Company,
and it shall not be deemed to interfere in any way with the Company’s right to
terminate, or otherwise modify, an employee’s employment at any time. Any
benefits granted hereunder are not part of the Participant’s base salary, and
shall not be considered as part of such salary for purposes of any other
employee plan, program, policy or arrangement maintained by the Company or in
the event of severance, redundancy or resignation. If the Participant’s
employment is terminated for whatever reason, whether lawfully or unlawfully,
the Participant shall not be entitled by way of damages for breach of contract,
dismissal or compensation for loss of office or otherwise to any sum, shares or
other benefits to compensate him or her for the loss or diminution in value of
any actual or prospective right, benefits or expectation under or in relation
to the Plan. Benefits granted under the Plan are entirely at the grace and
discretion of the Company. 


          11.08
All notices or other communications by a Participant to the Company shall be
deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the
receipt thereof. 


          11.09
The Company shall not be obligated to issue shares of Company Stock with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange or automated quotation system upon which the shares may
then be listed or quoted. 


          11.10
The Plan shall continue in effect through, and including October 1, 2013,
unless terminated prior thereto pursuant to Section 11.07 hereof, or by the
Board or the Committee, each of which shall have the right to extend the term
of the Plan. Upon any discontinuance of the Plan, unless the Committee shall
determine otherwise, any assets remaining in the Participant’s Accounts shall
be delivered to the respective Participant (or the Participant’s legal
representative) as soon as administratively practicable. 


          11.11
To the extent permitted under Section 423 of the Code, the Committee may
provide for such special terms for Participants who are foreign nationals, or
who are employed by the Company or Subsidiary Corporation outside of the United
States of America, as the Committee may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom. Moreover, the
Committee may approve such supplements to or amendments, restatements, or
alternative versions of, this Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of this Plan as in effect
for any other purpose; provided, however, that no such supplements, amendments,
restatements or alternative versions will include any provisions that are
inconsistent with the terms of this Plan, as then in effect, unless this Plan
could have been amended to eliminate such inconsistency without further approval
by the shareholders of the Company, or which would cause the Plan to fail to
meet the requirements of Section 423 of the Code. 


          11.12
For the reasons described below, the Company and its affiliates may process
sensitive personal data about each Participant. Such data may include but is
not limited to: (a) personal data (e.g., name, address, telephone number, fax
number, email address, family 


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size, marital
status, sex, beneficiary information, emergency contacts, age, language skills,
and employee number), (b) employment information (e.g., C.V. (or resume), wage
history, employment references, job title, employment or severance contract,
plan or benefit enrollment forms and elections, and option or benefit
statements), and (c) financial information (e.g., wage and benefit information,
personal bank account number, tax related information, and tax identification
number). The Company may from time to time process and transfer this or other
information for internal compensation and benefit planning (specifically,
participation in the Plan). The legal persons for whom the Participant’s
personal data is intended are the Company, and any outside Plan administrator
or Administrator as selected by the Company from time to time, and any other
person that the Company may find in its administration of the Plan appropriate.
The Company shall ensure that all personal data and/or sensitive data
transmitted shall be kept confidential and used only for legitimate Company
purposes as described above. 


          11.13
The Plan, all options granted hereunder, and all actions taken in connection
herewith shall be governed by and construed in accordance with the laws of the
State of New Jersey without reference to the principles of conflict of laws,
except as superseded by applicable federal law. 


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