Exhibit 10.01(a)


 


1999 EQUITABLE RESOURCES, INC.


 


LONG-TERM INCENTIVE PLAN


 


(As amended and restated through December 2, 2009)


 


SECTION 1.  PURPOSES


 


1.01   The purpose of the 1999 Equitable Resources, Inc.
Long-Term Incentive Plan (the “Plan”) is to assist the Company in attracting,
retaining and motivating employees of outstanding ability and to align their
interests with those of the shareholders of the Company.


 


SECTION 2.  DEFINITIONS;
CONSTRUCTION


 


2.01   Definitions.  In addition to the terms defined elsewhere in
the Plan, the following terms as used in the Plan shall have the following
meanings when used with initial capital letters:


 


2.01.1   “Award” means any Option, Restricted Stock,
Performance Award or Other Stock-Based Award, or any other right or interest
relating to Shares or cash granted under the Plan.


 


2.01.2   “Award Agreement” means any written agreement,
contract or other instrument or document evidencing an Award.


 


2.01.3   “Board” means the Company’s Board of Directors.


 


2.01.4   “Cause,” when used with respect to the termination of
employment of a Participant, means:


 


(a)    the willful and continued failure by the Participant
to substantially perform his duties with the Company or a Subsidiary (other
than any such failure resulting from the Participant’s disability), after a
written demand for substantial performance is delivered to the Participant by
the Board which specifically identifies the manner in which the Board believes
that the Participant has not substantially performed his duties, and which
failure has not been cured within 30 days after such written demand; or


 


(b)    the willful and continued engaging by the Participant
in conduct which is demonstrably and materially injurious to the Company or a
Subsidiary, monetarily or otherwise, or


 


(c)    the breach by the Participant of any obligation of
confidentiality owed to the Company or a Subsidiary.


 


For purposes of this
Section 2.01.4, no act, or failure to act, on the Participant’s part shall
be considered “willful” unless done, or omitted to be done, by the Participant
in bad faith and without reasonable belief that such action or omission was in
the best interest of the Company. 
Notwithstanding the foregoing, the Participant shall not be deemed to
have been terminated for Cause unless and until there shall have been 


 

















 


delivered to him a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the non-management members of the Board at a meeting of the
Board called and held for that purpose (after reasonable notice to the
Participant and an opportunity for the Participant, together with his counsel,
to be heard before the Board) finding that in the good faith opinion of the
Board the Participant is guilty of the conduct set forth above in
clauses (a), (b) or (c) of this Section 2.01.4 and
specifying the particulars thereof in detail.


 


2.01.5   “Code” means the Internal Revenue Code of 1986, as
amended from time to time, together with rules, regulations and interpretations
promulgated thereunder.  References to particular
sections of the Code shall include any successor provisions.


 


2.01.6   “Change of Control” has the meaning provided in
Section 9.03.


 


2.01.7   “Committee” means the Compensation Committee or such
other Committee of the Board as may be designated by the Board to administer
the Plan, as referred to in Section 3.01 hereof; provided however, that
any member of the Committee participating in the taking of any action under the
Plan shall qualify as a “non-employee director” as then defined under Rule 16b-3
and an “outside director” as then defined under Section 162(m) of the
Code.


 


2.01.8   “Common Stock” means shares of the common stock,
without par value, and such other securities of the Company or other
corporation or entity as may be substituted for Shares pursuant to
Section 8.01 hereof.


 


2.01.9           “Covered Employee” shall have the meaning provided in
Section 162(m)(3) of the Code.


 


2.01.10        “Exchange Act” means the Securities Exchange Act of
1934, as amended.


 


2.01.11     “Fair Market Value” of shares of any stock, including
but not limited to Common Stock, or units of any other securities (herein
“shares”), shall be the mean between the highest and lowest sales prices per
share for the date as of which Fair Market Value is to be determined in the
principal market in which such shares are traded, as quoted in The Wall Street Journal (or in such other reliable
publication as the Committee, in its discretion, may determine to rely
upon).  If the Fair Market Value of
shares on any date cannot be determined on the basis set forth in the preceding
sentence, or if a determination is required as to the Fair Market Value on any
date of property other than shares, the Committee shall in good faith determine
the Fair Market Value of such shares or other property on such date.  Fair Market Value shall be determined without
regard to any restriction other than a restriction which, by its terms, will
never lapse.


 


2.01.12     “Incentive Stock Option” means an Option that is
intended to meet the requirements of Section 422 of the Code and is
designated as such in the Award Agreement relating thereto.


 


 


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2.01.13     “Option” means a right, granted under
Section 6.02 hereof, to purchase Shares at a specified price during
specified time periods.  An Option may be
either an Incentive Stock Option or a nonstatutory stock option, which is an
Option not intended to be an Incentive Stock Option.


 


2.01.14     “Other Stock-Based Award” means an Award, granted
under Section 6.05 hereof, that is denominated or payable in, valued in
whole or in part by reference to, or otherwise based on, or related to, Shares.


 


2.01.15     “Participant” means an employee of the Company or any
Subsidiary, including, but not limited to, Covered Employees, who is granted an
Award under the Plan.


 


2.01.16     “Performance Award,” “Performance Goal” and
“Performance Period” shall have the meanings provided in Section 6.04.


 


2.01.17     “Reload Option Rights” and “Reload Option” have the
meanings provided in Section 6.02(v).


 


2.01.18     “Restricted Stock” means Shares, granted under
Section 6.03 hereof, that are subject to certain restrictions.


 


2.01.19     “Rule 16b-3” means Rule 16b-3 under the
Exchange Act, as amended from time to time, or any successor to such
Rule promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act.


 


2.01.20     “Shares” means the common stock of the Company,
without par value, and such other securities of the Company as may be
substituted for Shares pursuant to Section 8.01 hereof.


 


2.01.21        “Subsidiary” means any corporation in an unbroken
chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the chain owns stock possessing at least 50%
of the total combined voting power of all classes of stock in one of the other
corporations in the chain.


 


2.02   Construction.  For purposes of the Plan, the
following rules of construction shall apply:


 


2.02.1   The word “or” is disjunctive but not necessarily
exclusive.


 


2.02.2   Words in the singular include the plural; words in the
plural include the singular; words in the neuter gender include the masculine
and feminine genders, and words in the masculine or feminine gender include the
other and neuter genders.


 


SECTION 3. ADMINISTRATION


 


3.01   The Plan shall be administered by the Committee.  The Committee shall have full and final
authority to take the following actions, in each case subject to and consistent
with the provisions of the Plan:


 


 


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(i)  to designate
Participants;


 


(ii)  to determine
the type or types of Awards to be granted to each Participant;


 


(iii)  to determine
the number of Awards to be granted, the number of Shares or amount of cash or
other property to which an Award will relate, the terms and conditions of any
Award (including, but not limited to, any exercise price, grant price or
purchase price, any limitation or restriction, any schedule for lapse of
limitations, forfeiture restrictions or restrictions on exercisability or transferability,
and accelerations or waivers thereof, based in each case on such considerations
as the Committee shall determine), and all other matters to be determined in
connection with an Award;


 


(iv)  to determine
whether, to what extent and under what circumstances an Award may be settled
in, or the exercise price of an Award may be paid in cash, Shares, other Awards
or other property, or an Award may be accelerated, vested, canceled, forfeited,
exchanged or surrendered;


 


(v)  to interpret
and administer the Plan and any instrument or agreement relating to, or Award
made under, the Plan;


 


(vi)  to prescribe
the form of each Award Agreement, which need not be identical for each
Participant;


 


(vii)  to adopt,
amend, suspend, waive and rescind such rules and regulations as the
Committee may deem necessary or advisable to administer the Plan;


 


(viii)  to correct
any defect or supply any omission or reconcile any inconsistency, and to
construe and interpret the Plan, the rules and regulations, any Award
Agreement or other instrument entered into or Award made under the Plan;


 


(ix)  to make all
other decisions and determinations as may be required under the terms of the
Plan or as the Committee may deem necessary or advisable for the administration
of the Plan; and


 


(x)  to make such
filings and take such actions as may be required from time to time by
appropriate state, regulatory and governmental agencies.


 


Any action of the Committee with respect to the Plan
shall be final, conclusive and binding on all Persons, including the Company,
Subsidiaries, Participants, any Person claiming any rights under the Plan from
or through any Participant, employees and shareholders.  The express grant of any specific power to
the Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee.  The Committee may delegate to officers or
managers of the Company or any Subsidiary the authority, subject to such terms
as the Committee shall determine, to perform administrative functions under the
Plan and, with respect to Participants who are not subject to Section 16
of the Exchange Act, to take such actions and perform such functions under the
Plan as the Committee may specify.  Each
member of the Committee shall be entitled to, in good faith, rely or act upon
any report or other information furnished to him by an officer, manager or
other employee of the 


 


 


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Company or a Subsidiary,
the Company’s independent certified public accountants, or any executive
compensation consultant or other professional retained by the Company to assist
in the administration of the Plan.


 


SECTION 4.  SHARES SUBJECT
TO THE PLAN


 


4.01   The maximum net number of Shares which may be issued
and in respect of which Awards may be granted under the Plan shall be limited
to (i) 6,000,000 shares of Common Stock, subject to adjustment as provided
in Section 8.01, which may be used for all forms of Awards including
Incentive Stock Options, and (ii) 5,000,000 shares of Common Stock,
subject to adjustment as provided in Section 8.01, which may be used for
all forms of Awards excluding Incentive Stock Options.  For purposes of determining the number of
Shares available under either of the foregoing categories, Shares issued with
respect to Awards granted on or after May 17, 2001 shall be deemed to have
been issued from category (ii) of the foregoing sentence unless such Award
is an Incentive Stock Option or as otherwise determined by the Committee.


 


For purposes of this Section 4.01, the number of
Shares to which an Award relates shall be counted against the number of Shares
available under the Plan at the time of grant of the Award, unless such number
of Shares cannot be determined at that time, in which case the number of Shares
actually distributed pursuant to the Award shall be counted against the number
of Shares available under the Plan at the time of distribution; provided,
however, that Awards related to or retroactively added to, or granted in tandem
with, substituted for or converted into, other Awards shall be counted or not
counted against the number of Shares reserved and available under the Plan in
accordance with procedures adopted by the Committee so as to ensure appropriate
counting but avoid double counting.


 


If any Shares to which an Award relates are forfeited,
or payment is made to the Participant in the form of cash, cash equivalents or
other property other than Shares, or the Award otherwise terminates without
payment being made to the Participant in the form of Shares, any Shares counted
against the number of Shares available under the Plan with respect to such
Award shall, to the extent of any such forfeiture, alternative payment or
termination, again be available for Awards under the Plan.  If the exercise price of an Award is paid by
delivering to the Company Shares previously owned by the Participant, the
Shares covered by the Award equal to the number of Shares so delivered shall
again be available for Awards under the Plan. 
Any Shares distributed pursuant to an Award, if granted pursuant to
category (i) of the first sentence of this Section, may consist, in whole
or part, of authorized and unissued Shares or of treasury Shares, including
Shares repurchased by the Company for purposes of the Plan and, if granted
pursuant to category (ii) of the first sentence of this Section, shall
consist of treasury Shares.


 


SECTION 5.  ELIGIBILITY


 


5.01   Awards may be granted only to individuals who are
full-time employees (including, without limitation, employees who also are
directors or officers and Covered Employees) of the Company or any Subsidiary;
provided, however, that no Award shall be granted to any member of the
Committee.


 


 


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SECTION 6.  SPECIFIC TERMS
OF AWARDS


 


6.01   General.  Subject to the terms of the Plan and any
applicable Award Agreement, Awards may be granted as set forth in this
Section 6.  In addition, the
Committee may impose on any Award or the exercise thereof, at the date of grant
or thereafter (subject to the terms of Section 10.01), such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine, including separate escrow provisions and terms
requiring forfeiture of Awards in the event of termination of employment by the
Participant.  Except as required by
applicable law, Awards may be granted for no consideration other than prior
and/or future services.


 


6.02   Options.  The Committee is authorized to grant Options to Participants
on the following terms and conditions:


 


(i)  Exercise Price.  The
exercise price per Share of an Option shall not be less than 100% of the Fair
Market Value of a Share on the date of grant of such Option.


 


(ii)  Option Term.  The term
of each Option shall be determined by the Committee, except that no Incentive
Stock Option shall be exercisable after the expiration of ten years from the
date of grant.


 


(iii)  Times and Methods of Exercise.  The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, the methods by
which the exercise price may be paid or deemed to be paid, and the form of such
payment, including, without limitation, cash, Shares, or other property or any
combination thereof, having a Fair Market Value on the date of exercise equal
to the exercise price, provided, however, that (1) in the case of a
Participant who is at the time of exercise subject to Section 16 of the
Exchange Act, any portion of the exercise price representing a fraction of a
Share shall in any event be paid in cash or in property other than any equity
security (as defined by the Exchange Act) of the Company and (2) except as
otherwise determined by the Committee, in its discretion, at the time the
Option is granted, no shares which have been held for less than six months may
be delivered in payment of the exercise price of an Option.


 


Delivery of Shares in
payment of the exercise price of an Option, if authorized by the Committee, may
be accomplished through the effective transfer to the Company of Shares held by
a broker or other agent.  Unless
otherwise determined by the Committee, the Company will also cooperate with any
person exercising an Option who participates in a cashless exercise program of
a broker or other agent under which all or part of the Shares received upon
exercise of the Option are sold through the broker or other agent, for the
purpose of paying the exercise price of an Option.  In such case, the date of exercise shall be
deemed to be the date on which an irrevocable notice of exercise is received by
the Company, legal ownership of the option shares shall pass to the optionee on
such exercise date, and the exercise price shall be delivered to the Company by
the settlement date.


 


Notwithstanding any other
provision contained in the Plan or in any Award Agreement, but subject to the
possible exercise of the Committee’s discretion 


 


 


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contemplated in
the last sentence of this Section 6.02(iii), the aggregate Fair Market
Value, determined as of the date of grant, of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under all plans of the corporation employing such
employee, any parent or subsidiary corporation of such corporation and any
predecessor corporation of any such corporation shall not exceed $100,000.  If the date on which one or more of such
Incentive Stock Options could first be exercised would be accelerated pursuant
to any provision of the Plan or any Award Agreement, and the acceleration of
such exercise date would result in a violation of the restriction set forth in
the preceding sentence, then, notwithstanding any such provision, but subject
to the provisions of the next succeeding sentence, the exercise dates of such
Incentive Stock Options shall be accelerated only to the date or dates, if any,
that do not result in a violation of such restriction and, in such event, the
exercise dates of the Incentive Stock Options with the lowest option prices
shall be accelerated to the earliest such dates.  The Committee may, in its discretion,
authorize the acceleration of the exercise date of one or more Incentive Stock
Options even if such acceleration would violate the $100,000 restriction set
forth in the first sentence of this paragraph and even if such Incentive Stock
Options are thereby converted in whole or in part to nonstatutory stock
options.


 


(iv)  Termination of Employment. 
Unless otherwise determined by the Committee and reflected in the Award
Agreement:


 


(A)    if a Participant shall die while employed by the
Company or a Subsidiary or during a period following termination of employment
during which an Option otherwise remains exercisable under this
Section 6.02(iv), Options granted to the Participant, to the extent
exercisable at the time of the Participant’s death, may be exercised within one
year after the date of the Participant’s death, but not later than the
expiration date of the Option, by the executor or administrator of the
Participant’s estate or by the Person or Persons to whom the Participant shall
have transferred such right by will, by the laws of descent and distribution
or, if permitted by the Committee, by inter vivos
transfer.


 


(B)     if the employment of a Participant with the Company or
a Subsidiary shall be involuntarily terminated under circumstances which would
qualify the Participant for benefits under the Company’s Separation Allowance
Plan, or if a Participant shall retire under the terms of any retirement plan
of the Company or a Subsidiary or shall terminate his or her employment with
the written consent of the Company or a Subsidiary specifically permitting such
exercise, Options granted to the Participant, to the extent exercisable at the
date of the Participant’s termination of employment, may be exercised within 90
days after the date of termination of employment, but not later than the
expiration date of the Option.


 


(C)    except to the extent an Option remains exercisable
under paragraph (A) or (B) above or under Section 9.02, any
Option granted to a Participant shall terminate immediately upon the
termination of all employment of the Participant with the Company or a
Subsidiary.


 


 


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(v)  Reload Option Rights. 
Reload Option Rights if awarded with respect to an Option, at the time
of grant of the Option, shall entitle the holder of the Option, upon exercise
of the Option or any portion thereof through delivery of previously owned
Shares, to automatically be granted on the date of such exercise a new
nonstatutory stock option (a “Reload Option”) (1) for a number of Shares
not exceeding the number of full Shares delivered in payment of the option
price of the original Option and any withholding taxes related thereto,
(2) having an option price not less than 100% of the Fair Market Value per
Share of the Common Stock on such date of grant, (3) having an expiration
date not later than the expiration date of the original Option so exercised and
(4) otherwise having terms permissible for the grant of an Option under
the Plan.  Subject to the preceding
sentence and the other provisions of the Plan, Reload Option Rights and Reload
Options shall have such terms and be subject to such restrictions and
conditions, if any, as shall be determined, in its discretion, by the
Committee.  In granting Reload Option
Rights, the Committee, may, in its discretion, provide for successive Reload
Option grants upon the exercise of Reload Options granted thereunder.  Unless otherwise determined, in its
discretion, by the Committee, Reload Option Rights shall entitle the holder of
an Option to be granted a Reload Option only if the underlying Option to which
they relate is exercised during employment with the Company or a Subsidiary of
the original grantee of the underlying Option. 
Except as otherwise specifically provided herein or required by the
context, the term Option as used in this Plan shall include Reload Options
granted hereunder.


 


(vi)  Individual Option Limit.  The
aggregate number of Shares for which Options may be granted under the Plan to
any single Participant shall not exceed 1,500,000 Shares.  The limitation in the preceding sentence
shall be interpreted and applied in a manner consistent with Section 162(m) of
the Code and, to the extent consistent with Section 162(m) of the
Code, in accordance with Section 4.01 hereof.  To the extent consistent with
Section 162(m) of the Code, in applying this limitation a Reload
Option shall not be deemed to increase the number of Shares covered by the
original underlying Option grant.


 


6.03   Restricted Stock.  The Committee is authorized to
grant Restricted Stock to Participants on the following terms and conditions:


 


(i)       Issuance and Restrictions. 
Restricted Stock shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including,
without limitation, limitations on the right to vote Restricted Stock or the
right to receive dividends thereon), which restrictions may lapse separately or
in combination at such times, under such circumstances, in such installments or
otherwise, as the Committee shall determine at the time of grant or
thereafter.  The restriction period
applicable to Restricted Stock shall, in the case of a time-based restriction
period, be not less than three years or, in the case of a performance-based
restriction period, be not less than one year.


 


(ii)      Forfeiture.  Except as
otherwise determined by the Committee at the time of grant or thereafter, upon
termination of employment (as determined under criteria established by the
Committee) during the applicable restriction period, Restricted Stock that is
at that time subject to restrictions shall be forfeited and reacquired by the 


 


 


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Company; provided,
however, that the Committee may provide, by rule or regulation or in any
Award Agreement, that restrictions on Restricted Stock shall be waived in whole
or in part in the event of terminations resulting from specified causes, and the
Committee may in other cases waive in whole or in part restrictions on
Restricted Stock.


 


(iii)  Certificates for Shares. 
Restricted Stock granted under the Plan may be evidenced in such manner
as the Committee shall determine, including, without limitation, issuance of
certificates representing Shares, which may be held in escrow.  Certificates representing Shares of
Restricted Stock shall be registered in the name of the Participant and shall
bear an appropriate legend referring to the terms, conditions and restrictions
applicable to such Restricted Stock.


 


6.04   Performance Awards.  The Committee
is authorized to grant Performance Awards to Participants on the following
terms and conditions:


 


(i)     Right to Payment.  A Performance
Award shall represent a right to receive Shares, cash, other property or any
combination thereof based on the achievement, or the level of achievement,
during a specified Performance Period of one or more Performance Goals
established by the Committee at the time of the Award.


 


(ii)    Terms of Performance Awards. 
At the time a Performance Award is granted, the Committee shall cause to
be set forth in the Award Agreement or otherwise in writing (1) the
Performance Goals applicable to the Award and the Performance Period during
which the achievement of the Performance Goals shall be measured, (2) the
amount which may be earned by the Participant based on the achievement, or the
level of achievement, of the Performance Goals or the formula by which such
amount shall be determined and (3) such other terms and conditions
applicable to the Award as the Committee may, in its discretion, determine to
include therein.  The terms so
established by the Committee shall be objective such that a third party having
knowledge of the relevant facts could determine whether or not any Performance
Goal has been achieved, or the extent of such achievement, and the amount, if
any, which has been earned by the Participant based on such performance.  The Committee may retain the discretion to
reduce (but not to increase) the amount of a Performance Award which will be
earned based on the achievement of Performance Goals.


 


(iii)   Performance Goals.  “Performance
Goals” shall mean one or more preestablished, objective measures of performance
during a specified “Performance Period”, selected by the Committee in its
discretion.  Performance Goals may be
based upon one or more of the following objective performance measures and
expressed in either, or a combination of, absolute or relative values:  earnings per share, earnings per share
growth, net income, revenue growth, revenues, expenses, return on equity,
return on total capital, return on assets, earnings (including EBITDA and
EBIT), cash flow, share price, economic value added, gross margin, operating
income, or total shareholder return. 
Performance Goals based on such performance measures may be based either
on the performance of the Company, a Subsidiary or Subsidiaries, any branch,
department, business unit or other portion thereof under such measure for the
Performance Period and/or upon a comparison of such performance with the
performance of a peer group of corporations, prior Company performance or other
measure selected or defined by the 


 


 


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Committee at the
time of making a Performance Award.  The
Committee may in its discretion also determine to use other objective
performance measures as Performance Goals.


 


(iv)   Committee Certification. 
Following completion of the applicable Performance Period, and prior to
any payment of a Performance Award to the Participant, the Committee shall
determine in accordance with the terms of the Performance Award and shall
certify in writing whether the applicable Performance Goal or Goals were
achieved, or the level of such achievement, and the amount, if any, earned by
the Participant based upon such performance. 
For this purpose, approved minutes of the meeting of the Committee at
which certification is made shall be sufficient to satisfy the requirement of a
written certification.  Performance
Awards are not intended to provide for the deferral of compensation, such that
payment for earned Performance Awards shall be paid within two and one-half
months following the end of the calendar year in which the Performance Period
ends or upon vesting, as may be required to avoid characterization of such
Awards as deferred compensation under Section 409A of the Code.


 


(v)    Maximum Individual Performance Award Payments. 
In any one calendar year, the maximum amount which may be earned by any
single Participant under (a) Performance Awards granted under the Plan and
payable in cash or property (other than Shares) shall be limited to $3,000,000
and (b) Performance Awards granted under the Plan and payable in Shares
shall be limited to 70,000 shares.  In
the case of multi-year Performance Periods, the amount which is earned in any
one calendar year is the amount paid for the Performance Period divided by the
number of calendar years in the period. 
In applying this limit, the amount of any cash or the Fair Market Value
of any Shares or other property earned by a Participant shall be measured as of
the close of the applicable calendar year which ends the Performance Period,
regardless of the fact that certification by the Committee and actual payment
to the Participant may occur in a subsequent calendar year or years.


 


6.05   Other Stock-Based Awards.  The Committee
is authorized, subject to limitations under applicable law, to grant to
Participants, in lieu of salary or cash bonus, such other Awards that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares, as deemed by the Committee to be
consistent with the purposes of the Plan, including, without limitation,
purchase rights, Shares awarded which are not subject to any restrictions or
conditions, convertible securities, exchangeable securities or other rights
convertible or exchangeable into Shares, as the Committee in its discretion may
determine.  In the discretion of the
Committee, such Other Stock-Based Awards, including Shares, or other types of
Awards authorized under the Plan, may be used in connection with, or to satisfy
obligations of the Company or a Subsidiary under, other compensation or
incentive plans, programs or arrangements of the Company or any Subsidiary for
eligible Participants, including without limitation the Short-Term Incentive
Compensation Plan and executive contracts.


 


The Committee shall determine the terms and conditions
of Other Stock-Based Awards.  Shares or
securities delivered pursuant to a purchase right granted under this
Section 6.05 shall be purchased for such consideration, paid for by such
methods and in such forms, including, without limitation, cash, Shares, or
other property or any combination thereof, as the Committee 


 


 


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shall determine, but the
value of such consideration shall not be less than the Fair Market Value of
such Shares or other securities on the date of grant of such purchase
right.  Delivery of Shares or other
securities in payment of a purchase right, if authorized by the Committee, may
be accomplished through the effective transfer to the Company of Shares or
other securities held by a broker or other agent.  Unless otherwise determined by the Committee,
the Company will also cooperate with any person exercising a purchase right who
participates in a cashless exercise program of a broker or other agent under
which all or part of the Shares or securities received upon exercise of a
purchase right are sold through the broker or other agent, or under which the
broker or other agent makes a loan to such person, for the purpose of paying
the exercise price of a purchase right. 
Notwithstanding the preceding sentence, unless the Committee, in its
discretion, shall otherwise determine, the exercise of the purchase right shall
not be deemed to occur, and no Shares or other securities will be issued by the
Company upon exercise of a purchase right, until the Company has received payment
in full of the exercise price.  Shares,
securities, cash or other payments made with respect to particular Other
Stock-Based Awards that may constitute deferred compensation under
Section 409A of the Code may only be payable upon a permissible payment
event under Section 409A of the Code and the terms and conditions of such
awards shall be in compliance with such, and all related, requirements.  .


 


SECTION 7.  GENERAL TERMS OF
AWARDS


 


7.01   Stand-Alone, Tandem and Substitute Awards. 
Awards granted under the Plan may, in the discretion of the Committee,
be granted either alone or in addition to, or in tandem with, any other Award
granted under the Plan or any award granted under the Management Incentive
Compensation Plan, or any other plan, program or arrangement of the Company or
any Subsidiary (subject to the terms of Section 10.01) or any business
entity acquired or to be acquired by the Company or a Subsidiary, except that
an Incentive Stock Option may not be granted in tandem with other Awards or awards.  Awards granted in addition to or in tandem
with other Awards or awards may be granted either at the same time as or at a
different time from the grant of such other Awards or awards.


 


7.02       Certain Restrictions Under
Rule 16b-3.  Upon the effectiveness of any amendment to
Rule 16b-3, this Plan and any Award Agreement for an outstanding Award
held by a Participant then subject to Section 16 of the Exchange Act shall
be deemed to be amended, without further action on the part of the Committee,
the Board or the Participant, to the extent necessary for Awards under the Plan
or such Award Agreement to qualify for the exemption provided by
Rule 16b-3, as so amended, except to the extent any such amendment
requires shareholder approval.


 


7.03   Decisions Required to be Made by the Committee. 
Other provisions of the Plan and any Award Agreement notwithstanding, if
any decision regarding an Award or the exercise of any right by a Participant,
at any time such Participant is subject to Section 16 of the Exchange Act,
is required to be made or approved by the Committee in order that a transaction
by such Participant will be exempt under Rule 16b-3, then the Committee
shall retain full and exclusive power and authority to make such decision or to
approve or disapprove any such decision by the Participant.


 


 


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7.04   Term of Awards.  The term of each Award shall be
for such period as may be determined by the Committee; provided, however, that
in no event shall the term of any Incentive Stock Option exceed a period of ten
years from the date of its grant.


 


7.05   Form of Payment of Awards.  Subject to the
terms of the Plan and any applicable Award Agreement, payments or substitutions
to be made by the Company upon the grant, exercise or other payment or
distribution of an Award may be made in such forms as the Committee shall
determine at the time of grant or thereafter (subject to the terms of
Section 10.01), including, without limitation, cash, Shares, or other property
or any combination thereof, in each case in accordance with rules and
procedures established, or as otherwise determined, by the Committee.


 


7.06   Limits on Transfer of Awards; Beneficiaries. 
No right or interest of a Participant in any Award shall be pledged,
encumbered or hypothecated to or in favor of any Person other than the Company,
or shall be subject to any lien, obligation or liability of such Participant to
any Person other than the Company or a Subsidiary.  Except to the extent otherwise determined by
the Committee, no Award and no rights or interests therein shall be assignable
or transferable by a Participant otherwise than by will or the laws of descent
and distribution, and any Option or other right to purchase or acquire Shares
granted to a Participant under the Plan shall be exercisable during the
Participant’s lifetime only by such Participant.  A beneficiary, guardian, legal representative
or other Person claiming any rights under the Plan from or through any
Participant shall be subject to all the terms and conditions of the Plan and
any Award Agreement applicable to such Participant as well as any additional
restrictions or limitations deemed necessary or appropriate by the Committee.


 


7.07   Registration and Listing Compliance.  No Award shall
be paid and no Shares or other securities shall be distributed with respect to
any Award in a transaction subject to the registration requirements of the
Securities Act of 1933, as amended, or any state securities law or subject to a
listing requirement under any listing agreement between the Company and any
national securities exchange, and no Award shall confer upon any Participant
rights to such payment or distribution until such laws and contractual
obligations of the Company have been complied with in all material
respects.  Except to the extent required
by the terms of an Award Agreement or another contract between the Company and
the Participant, neither the grant of any Award nor anything else contained herein
shall obligate the Company to take any action to comply with any requirements
of any such securities laws or contractual obligations relating to the
registration (or exemption therefrom) or listing of any Shares or other
securities, whether or not necessary in order to permit any such payment or
distribution.


 


7.08   Stock Certificates.  All certificates for Shares delivered under the terms
of the Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under federal or state
securities laws, rules and regulations thereunder, and the rules of
any national securities exchange or automated quotation system on which Shares
are listed or quoted.  The Committee may
cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions or any other restrictions or
limitations that may be applicable to Shares. 
In addition, during any period in which Awards or Shares are subject to
restrictions or limitations under the terms of the Plan or any Award Agreement,
the Committee may require any Participant to enter into an agreement providing
that certificates representing 


 


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Shares issuable or issued
pursuant to an Award shall remain in the physical custody of the Company or
such other Person as the Committee may designate.


 


SECTION 8.  ADJUSTMENT
PROVISIONS


 


8.01   If a dividend or other distribution shall be declared
upon the Common Stock payable in shares of Common Stock, the number of shares
of Common Stock then subject to any outstanding Options, Performance Awards or
Other Stock-Based Awards, the number of shares of Common Stock which may be
issued under the Plan but are not then subject to outstanding Options,
Performance Awards or Other Stock-Based Awards and the maximum number of shares
as to which Options or Performance Awards may be granted and as to which shares
may be awarded under Sections 6.02(vi) and 6.04(v), shall be adjusted
by adding thereto the number of shares of Common Stock which would have been
distributable thereon if such shares had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend or
distribution.  Shares of Common Stock so
distributed with respect to any Restricted Stock held in escrow shall also be
held by the Company in escrow and shall be subject to the same restrictions as
are applicable to the Restricted Stock on which they were distributed.


 


If the outstanding shares of
Common Stock shall be changed into or exchangeable for a different number or
kind of shares of stock or other securities of the Company or another
corporation, or cash or other property, whether through reorganization,
reclassification, recapitalization, stock split-up, combination of shares,
merger or consolidation, then there shall be substituted for each share of
Common Stock subject to any then outstanding Option, Performance Award or Other
Stock-Based Award, and for each share of Common Stock which may be issued under
the Plan but which is not then subject to any outstanding Option, Performance
Award or Other Stock-Based Award, the number and kind of shares of stock or
other securities (and in the case of outstanding Options, Performance Awards or
Other Stock-Based Awards, the cash or other property) into which each
outstanding share of the Common Stock shall be so changed or for which each
such share shall be exchangeable.  Unless
otherwise determined by the Committee in its discretion, any such stock or
securities, as well as any cash or other property, into or for which any
Restricted Stock held in escrow shall be changed or exchangeable in any such
transaction shall also be held by the Company in escrow and shall be subject to
the same restrictions as are applicable to the Restricted Stock in respect of which
such stock, securities, cash or other property was issued or distributed.


 


In case of any adjustment
or substitution as provided for in this Section 8.01, the aggregate option
price for all Shares subject to each then outstanding Option, Performance Award
or Other Stock-Based Award, prior to such adjustment or substitution shall be
the aggregate option price for all shares of stock or other securities
(including any fraction), cash or other property to which such Shares shall
have been adjusted or which shall have been substituted for such Shares.  Any new option price per share or other unit
shall be carried to at least three decimal places with the last decimal place
rounded upwards to the nearest whole number.


 


If the outstanding shares
of the Common Stock shall be changed in value by reason of any spin-off,
split-off or split-up, or dividend in partial liquidation, dividend in property
other than cash, or extraordinary distribution to shareholders of the Common
Stock, (a) the Committee shall make any adjustments to any then
outstanding Option, Performance Award or Other Stock-


 


 


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Based Award, which
it determines are equitably required to prevent dilution or enlargement of the
rights of optionees and awardees which would otherwise result from any such
transaction, and (b) unless otherwise determined by the Committee in its
discretion, any stock, securities, cash or other property distributed with
respect to any Restricted Stock held in escrow or for which any Restricted
Stock held in escrow shall be exchanged in any such transaction shall also be
held by the Company in escrow and shall be subject to the same restrictions as
are applicable to the Restricted Stock in respect of which such stock, securities,
cash or other property was distributed or exchanged.


 


No adjustment or
substitution provided for in this Section 8.01 shall require the Company
to issue or sell a fraction of a Share or other security.  Accordingly, all fractional Shares or other
securities which result from any such adjustment or substitution shall be
eliminated and not carried forward to any subsequent adjustment or
substitution.  Owners of Restricted Stock
held in escrow shall be treated in the same manner as owners of Common Stock not
held in escrow with respect to fractional Shares created by an adjustment or
substitution of Shares, except that, unless otherwise determined by the
Committee in its discretion, any cash or other property paid in lieu of a
fractional Share shall be subject to restrictions similar to those applicable
to the Restricted Stock exchanged therefor.


 


If any such adjustment or
substitution provided for in this Section 7 requires the approval of
shareholders in order to enable the Company to grant Incentive Stock Options,
then no such adjustment or substitution shall be made without the required
shareholder approval. Notwithstanding the foregoing, in the case of Incentive
Stock Options, if the effect of any such adjustment or substitution would be to
cause the Option to fail to continue to qualify as an Incentive Stock Option or
to cause a modification, extension or renewal of such Option within the meaning
of Section 424 of the Code, the Committee may elect that such adjustment
or substitution not be made but rather shall use reasonable efforts to effect
such other adjustment of each then outstanding Option as the Committee, in its
discretion, shall deem equitable and which will not result in any
disqualification, modification, extension or renewal (within the meaning of
Section 424 of the Code) of such Incentive Stock Option.  All adjustments shall be made in a manner
compliant with Section 409A of the Code.


 


SECTION 9.  CHANGE OF
CONTROL PROVISIONS


 


9.01   Acceleration of Exercisability and Lapse of Restrictions. 
Unless otherwise determined by the Committee at the time of grant of an
Award or unless otherwise provided in the applicable Award Agreement, if the
shareholders of the Company shall approve a transaction which upon consummation
would constitute a Change of Control of the Company, or if any Change of
Control of the Company not subject to shareholder approval shall occur:


 


(i)  all outstanding
Awards pursuant to which the Participant may have rights, the exercise of which
is restricted or limited, shall become fully exercisable;


 


(ii)  all
restrictions or limitations (including risks of forfeiture) on outstanding
Awards subject to restrictions or limitations under the Plan shall lapse; and


 


(iii)  all
performance criteria and other conditions to payment of Awards under which
payments of cash, Shares or other property are subject to conditions shall be 


 


 


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deemed to be
achieved or fulfilled and shall be waived by the Company; provided
further, that such Awards identified in this subsection
(iii) shall remain payable on the date(s) provided in the underlying
Award Agreements.


 


9.02   Termination of Employment Following Change of Control. 
If within three years following the date of any Change of Control the
employment of a Participant shall be terminated voluntarily or involuntarily
for any reason other than for Cause, then unless otherwise provided in the
applicable Award Agreement, and in addition to any other rights of
post-termination exercise which the Participant (or other holder of the Award)
may have under the Plan or the applicable Award Agreement, any Option or other
Award granted to the Participant and outstanding on the date of the Change of
Control, the payment or receipt of which is dependent upon exercise by the
Participant (or other holder of the Award) shall be exercisable for a period of
90 days following the date of such termination of employment but not later than
the expiration date of the Award.


 


9.03   Definition of Change of Control.  For purposes
of this Section 9, a “Change of Control” of the Company shall mean any of
the following events:


 


(a)  The sale or
other disposition by the Company of all or substantially all of its assets to a
single purchaser or to a group of purchasers, other than to a corporation with
respect to which, following such sale or disposition, more than eighty percent
(80%) 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 the Board is then owned beneficially,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the outstanding
Common Stock and the combined voting power of the then outstanding voting
securities immediately prior to such sale or disposition in substantially the
same proportion as their ownership of the outstanding Common Stock and voting
power immediately prior to such sale or disposition;


 


(b)  The acquisition
in one or more transactions by any person or group, directly or indirectly, of
beneficial ownership of twenty percent (20%) or more of the outstanding shares
of Common Stock or the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of the
Board; provided, however, the following shall not constitute a Change of
Control:  (i) any acquisition by the
Company or any of its subsidiaries, or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries and
(ii) an acquisition by any person or group of persons of not more than
forty percent (40%) of the outstanding shares of Company common stock or the
combined voting power of the then outstanding voting securities of the Company
if such acquisition resulted from the issuance of capital stock by the Company
and the issuance and the acquiring person or group was approved in advance of
such issuance by at least two-thirds of the Continuing Directors then in
office;


 


(c)  The Company’s
termination of its business and liquidation of its assets;


 


(d)  There is
consummated a merger, consolidation, reorganization, share exchange, or similar
transaction involving the Company (including a triangular merger), 


 


 


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in any case,
unless immediately following such transaction: 
(i) all or substantially all of the persons who were the beneficial
owners of the outstanding Common Stock and outstanding voting securities of the
Company immediately prior to the transaction beneficially own, directly or
indirectly, more than sixty percent (60%) of the 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 of the corporation
resulting from such transaction (including a corporation or other person which
as a result of such transaction owns the Company or all or substantially all of
the Company’s assets through one or more subsidiaries (a “Parent Company”)) in
substantially the same proportion as their ownership of the Common Stock and
other voting securities of the Company immediately prior to the consummation of
the transaction, (ii) no person (other than (A) the Company, any
employee benefit plan sponsored or maintained by the Company or, if reference
was made to equity ownership of any Parent Company for purposes of determining
whether clause (i) above is satisfied in connection with the transaction,
such Parent Company, or (B) any person or group that satisfied the
requirements of subsection (b)(ii), above) beneficially owns, directly or
indirectly, 20% or more of the outstanding shares of Common Stock or the
combined voting power of the voting securities entitled to vote generally in
the election of directors of the corporation resulting from such transaction
and (iii) individuals who were members of the Board immediately prior to
the consummation of the transaction constitute at least a majority of the
members of the board of directors resulting from such transaction (or, if
reference was made to equity ownership of any Parent Company for purposes of
determining whether clause (i) above is satisfied in connection with the
transaction, such Parent Company); or


 


(e)  The following
individuals (sometimes referred to herein as “Continuing Directors”) cease for
any reason to constitute a majority of the number of directors then
serving:  individuals who, on the date
hereof, constitute the entire Board and any new director (other than a director
whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors on the effective
date of the Plan or whose appointment, election or nomination for election was
previously so approved.


 


SECTION 10.  AMENDMENTS TO
AND TERMINATION OF THE PLAN


 


10.01    The
Board may amend, alter, suspend, discontinue or terminate the Plan without the
consent of shareholders or Participants, except that, without the approval of
the shareholders of the Company, no amendment, alteration, suspension,
discontinuation or termination shall be made if shareholder approval is
required by any federal or state law or regulation or by the rules of any
stock exchange on which the Shares may then be listed, or if the amendment,
alteration or other change materially increases the benefits accruing to
Participants, increases the number of Shares available under the Plan or
modifies the requirements for participation under the Plan, or if the Board in
its discretion determines that obtaining such shareholder approval is for any
reason advisable; provided, however, that except as provided in
Section 7.02, without the consent of the Participant, no amendment, alteration,
suspension, discontinuation or termination of the Plan may materially and
adversely affect the rights of such Participant under any Award 


 


 


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theretofore granted to
him.  The Committee may, consistent with
the terms of the Plan, waive any conditions or rights under, amend any terms
of, or amend, alter, suspend, discontinue or terminate, any Award theretofore
granted, prospectively or retrospectively; provided, however, that except as
provided in Section 7.02, without the consent of a Participant, no
amendment, alteration, suspension, discontinuation or termination of any Award
may materially and adversely affect the rights of such Participant under any
Award theretofore granted to him; and provided further that, except as provided
in Section 8.01 of the Plan, the exercise price of any outstanding Option
may not be reduced, whether through amendment, cancellation or replacement,
unless such reduction is approved by the shareholders of the Company.


 


SECTION 11.  GENERAL
PROVISIONS


 


11.01    No Right to Awards; No Shareholder Rights. 
No Participant or employee shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment of
Participants and employees, except as provided in any other compensation
arrangement.  No Award shall confer on
any Participant any of the rights of a shareholder of the Company unless and
until Shares are in fact issued to such Participant in connection with such
Award.


 


11.02    Withholding.  To the extent required by applicable
Federal, state, local or foreign law, the Participant or his successor shall
make arrangements satisfactory to the Company, in its discretion, for the
satisfaction of any withholding tax obligations that arise in connection with
an Award.  The Company shall not be
required to issue any Shares or make any cash or other payment under the Plan
until such obligations are satisfied.


 


The Company is authorized to withhold from any Award
granted or any payment due under the Plan, including from a distribution of
Shares, amounts of withholding taxes due with respect to an Award, its exercise
or any payment thereunder, and to take such other action as the Committee may
deem necessary or advisable to enable the Company and Participants to satisfy
obligations for the payment of such taxes. 
This authority shall include authority to withhold or receive Shares,
Awards or other property and to make cash payments in respect thereof in
satisfaction of such tax obligations.


 


11.03    No Right to Employment.  Nothing
contained in the Plan or any Award Agreement shall confer, and no grant of an
Award shall be construed as conferring, upon any Participant any right to
continue in the employ of the Company or to interfere in any way with the right
of the Company to terminate his employment at any time or increase or decrease
his compensation from the rate in existence at the time of granting of an
Award, except as provided in any Award Agreement or other compensation
arrangement.


 


11.04    Unfunded Status of Awards; Creation of Trusts. 
The Plan is intended to constitute an “unfunded” plan for incentive
compensation.  With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give any such Participant any rights
that are greater than those of a general unsecured creditor of the Company;
provided, however, that the Committee may authorize the creation of trusts or
make other arrangements to meet the Company’s obligations under the Plan to
deliver cash, Shares or other property pursuant to any Award, which trusts or
other 


 


 


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arrangements shall be
consistent with the “unfunded” status of the Plan unless the Committee otherwise
determines.


 


11.05    No Limit on Other Compensatory Arrangements. 
Nothing contained in the Plan shall prevent the Company from adopting
other or additional compensation arrangements (which may include, without
limitation, employment agreements with executives and arrangements which relate
to Awards under the Plan), and such arrangements may be either generally
applicable or applicable only in specific cases.  Notwithstanding anything in the Plan to the
contrary, the terms of each Award shall be construed so as to be consistent
with such other arrangements in effect at the time of the Award.


 


11.06    No Fractional Shares.  No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award.  The Committee shall determine whether cash,
other Awards or other property shall be issued or paid in lieu of fractional
Shares or whether such fractional Shares or any rights thereto shall be
forfeited or otherwise eliminated.


 


11.07    Governing Law.  The validity, interpretation,
construction and effect of the Plan and any rules and regulations relating
to the Plan shall be governed by the laws of the Commonwealth of Pennsylvania
(without regard to the conflicts of laws thereof), and applicable Federal law.


 


11.08    Severability.  If any provision of the Plan or
any Award is or becomes or is deemed invalid, illegal or unenforceable in any
jurisdiction, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the
intent of the Plan or Award, it shall be deleted and the remainder of the Plan
or Award shall remain in full force and effect; provided, however, that, unless
otherwise determined by the Committee, the provision shall not be construed or
deemed amended or deleted with respect to any Participant whose rights and
obligations under the Plan are not subject to the law of such jurisdiction or
the law deemed applicable by the Committee.


 


SECTION 12.  EFFECTIVE DATE
AND TERM OF THE PLAN


 


12.01    The
effective date and date of adoption of the Plan was February 25, 2004, the
date of adoption of the Plan by the Board, and the Plan was approved by a
majority of the votes cast at a duly held meeting of shareholders held on
April 14, 2004, at which a quorum representing a majority of the
outstanding voting stock of the Company was, either in person or by proxy,
present and voting.  As amended, the
effective date and date of adoption of the Plan is December 2, 2009.  Absent additional shareholder approval,
(1) no Performance Award may be granted under the Plan subsequent to the
Company’s Annual Meeting of Shareholders in 2009, and (2) no other Award
may be granted under the Plan subsequent to March 16, 2009, except that
Reload Options may be granted pursuant to Reload Option Rights then
outstanding.


 


 


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