exv10w2






Exhibit 10.2




THE LUBRIZOL CORPORATION 2005 STOCK INCENTIVE PLAN

(As Amended February 22, 2010)



Section 1. Purpose.




     The purposes of The Lubrizol Corporation 2005 Stock Incentive Plan are to encourage selected
employees of The Lubrizol Corporation and its Subsidiaries and Outside Directors of the Company to
acquire a proprietary and vested interest in the growth and performance of the Company, to generate
an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing
the value of the Company for the benefit of shareholders, and to enhance the ability of the Company
and its Subsidiaries to attract and retain individuals of exceptional talent upon whom, in large
measure, the sustained progress, growth and profitability of the Company depends.


Section 2. Definitions.




     As used in the Plan, the following terms have the meanings set forth below:




     (a) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award,
Restricted Stock Unit Award, or Stock Award granted pursuant to the provisions of the Plan.




     (b) “Award Agreement” means a written document evidencing any Award granted hereunder,
signed by the Company and delivered to the Participant or Outside Director, as the case may
be.




     (c) “Board” means the Board of Directors of the Company.




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




     (e) “Committee” means a committee of not less than three (3) Outside Directors of the
Board, each of whom must be a “disinterested person” within the meaning of Rule 16b-3(d)(3)
promulgated by the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or any successor rule or statute; provided, however,
that with respect to Awards granted to non-Section 16 officers, “Committee” may mean the
Chair of the Organization and Compensation Committee of the Board of Directors and at least
one other member of the Organization and Compensation Committee.




     (f) “Company” means The Lubrizol Corporation.




     (g) “Employee” means any employee of the Company or of any Subsidiary.




     (h) “Fair Market Value” means the closing price of a Share on the New York Stock
Exchange on the Grant Date (in the case of a Grant), or any other relevant date.




     (i) “Full-value Awards” means Awards that result in the Company transferring the full
value of any underlying Share issued in the transaction. Full-value Awards will include
all Restricted Stock Awards, performance shares, performance rights, Stock-settled
SARs, and certain other stock based Awards.



 









 





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     (j) “Grant Date” means the date on which the Board approves the grant of an Option,
Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Stock
Award, and, with respect to a Restricted Stock Unit Award granted to an Outside Director,
the date specified pursuant to Section 10 on which such Award is granted.




     (k) “Incentive Stock Option” means an Option that is intended to meet the requirements
of Section 422A of the Code or any successor provision thereto.




     (l) “Non-Statutory Stock Option” means an Option that is not intended to be an
Incentive Stock Option.




     (m) “Option” means an option to purchase Shares granted hereunder.




     (n) “Option Price” means the purchase price of each Share under an Option.




     (o) “Outside Director” means a member of the Board who is not an employee of the
Company or of any Subsidiary.




     (p) “Participant” means an Employee who is selected by the Committee to receive an
Award under the Plan.




     (q) “Plan” means The Lubrizol Corporation 2005 Stock Incentive Plan.




     (r) “Restricted Stock Award” means an award of restricted Shares under Section 8
hereof.




     (s) “Restricted Stock Unit Award” means an award of restricted stock units under
Section 10 hereof.




     (t) “Restriction Period” means the period of time specified in an Award Agreement
during which the following conditions remain in effect: (i) certain restrictions on the sale
or other disposition of Shares awarded under the Plan, (ii) subject to the terms of the
applicable Award Agreement, the continued employment of the Participant, and (iii) other
conditions forth in the applicable Award Agreement.




     (u) “Shareholders’ Meeting” means the annual meeting of shareholders of the Company in
each year.




     (v) “Shares” means common shares without par value of the Company.




     (w) “Stock Appreciation Right” means the right to receive a payment in cash or in
Shares, or in any combination thereof, from the Company equal to the excess of the Fair
Market Value of a stated number of Shares at the exercise date over a fixed price for such
Shares.




     (x) “Stock Award” means the grant of Shares under the Plan.



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     (y) “Stock-settled SAR” means the grant of a Stock Appreciation Right whereby the
appreciation of the underlying Shares (the value to the Employee from the exercise of any
Stock Appreciation Right grant) is settled in Shares, either for the full number of Shares
or the appreciation net of any tax obligation.




     (z) “Subsidiary” means a corporation which is at least 80% owned, directly or
indirectly, by the Company.




     (aa) “Voting Stock” means the then-outstanding securities entitled to vote generally in
the election of directors of the Company.


Section 3. Administration.




     The Plan is administered by the Committee. Members of the Committee are appointed by and
serve at the pleasure of the Board, and may resign by written notice filed with the Chairman of the
Board or the Secretary of the Company. A vacancy on the Committee will be filled by the appointment
of a successor member by the Board. Subject to the express provisions of this Plan, the Committee
has conclusive authority to select Employees to be Participants for Awards and determine the type
and number of Awards to be granted, to construe and interpret the Plan, any Award granted
hereunder, and any Award Agreement entered into hereunder, and to establish, amend, and rescind
rules and regulations for the administration of this Plan and has additional authority as the Board
may from time to time determine to be necessary or desirable. Notwithstanding the foregoing, the
Committee does not have the discretion with respect to Restricted Stock Awards granted to Outside
Directors pursuant to Section 10 as to prevent any Award granted under this Plan from meeting the
requirements for exemption from Section 16(b) of the Exchange Act, as set forth in Rule 16b-3
thereunder or any successor rule or statute.


Section 4. Shares Subject to the Plan.





     (a) Subject to adjustment as provided in the Plan, the maximum number of shares as to
which Awards may be granted under this Plan is 4,000,000 Shares, of which no more than
2,000,000 Shares can be settled as full-value Awards; provided, however, that no more than
500,000 Shares will be available for grant to any Participant during a calendar year. In
addition to the stated maximums described above, this Plan provides the Committee with the
flexibility to convert the Shares reserved solely for Options and the grant of Stock
Appreciation Rights into “full value” awards (e.g., restricted stock, performance shares,
etc.). Specifically:




     (i) For every Option or Stock Appreciation Right granted, the number of Shares
available for grant shall be reduced by one Share for every one Share granted;




     (ii) For each of the first 2,000,000 Shares granted as Awards other than
Options or the grant of a Stock Appreciation Right, the number of Shares available
for grant shall be reduced by one Share for every one Share granted;




     (iii) For any Awards settled as a full-value Award in excess of the 2,000,000
Share limit, the number of Shares available for grant shall be reduced by three
Shares for every one Share granted



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For example, if we issue 2,000,000 Shares as performance shares prior to exhausting
our pool of shares for Options, the Committee has the flexibility to convert a
portion of the remaining options into other Award types, but it must be consistent
with the 3-to-1 ratio described above.




     The Company believes this provision provides for the maximum equity plan design
flexibility while continuing to protect the long-term interests of shareholders.




     (b) Any Shares issued hereunder may consist, in whole or in part, of authorized and
unissued Shares or treasury shares. If: (i) any Shares subject to any Award granted
hereunder are forfeited, (ii) any Award otherwise terminates without the issuance of Shares
or payment of other consideration in lieu of Shares; (iii) Shares are used to pay the
exercise price of an Option; or (iv) Shares are withheld from issuance to pay withholding
taxes, the Shares subject to the Award, to the extent of any such forfeiture, termination or
withholding, will not again be available for issuance under the Plan.




     (c) The number of Shares which remain available for issuance pursuant to this Plan,
together with Shares subject to outstanding Awards, at the time of any change in the
Company’s capitalization, including stock splits, stock dividends, mergers, reorganizations,
consolidations, recapitalizations, or other changes in corporate structure will be
appropriately and proportionately adjusted to reflect such change in capitalization.


Section 5. Eligibility.




     Any Employee is eligible to be selected as a Participant.


Section 6. Stock Options.




     Non-Statutory Stock Options and Incentive Stock Options may be granted hereunder to
Participants either separately or in conjunction with other Awards granted under the Plan. Any
Option granted to a Participant under the Plan will be evidenced by an Award Agreement in the form
as the Committee may from time to time approve. Any Option will be subject to the following terms
and conditions and to any additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee deems desirable.




     (a) Option Price. The purchase price per Share under an Option will be fixed by the
Committee in its sole discretion; provided that the purchase price will not be less than one
hundred percent (100%) of the Fair Market Value of the Share on the Grant Date of the
Option. Payment of the Option Price may be made in cash, Shares, or a combination of cash
and Shares, as provided in the Award Agreement relating thereto.




     (b) Option Period. The term of each Option will be fixed by the Committee in its sole
discretion; provided that no Incentive Stock Option may be exercisable after the expiration
of ten years from the Grant Date.




     (c) Exercise of Option. Options may be exercisable to the extent of fifty percent (50%)
of the Shares subject thereto after one year from the Grant Date, seventy-five percent (75%)
of such Shares after two years from the Grant Date, and one hundred



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percent (100%) of such Shares after three years from the Grant Date, subject to any provisions respecting the
exercisability of Options that may be contained in an Award Agreement.




     (d) Incentive Stock Options. The aggregate Fair Market Value of the Shares with respect
to which Incentive Stock Options held by any Participant which are exercisable for the first
time by such Participant during any calendar year under the Plan (and under any other
benefit plans of the Company, of any parent corporation, or Subsidiary) will not exceed
$100,000 or, if different, the maximum limitation in effect at the Grant Date under Section
422A of the Code, or any successor provision, and any regulations promulgated thereunder.
The terms of any Incentive Stock Option granted hereunder will comply in all respects with
the provisions of Section 422A of the Code, or any successor provision, and any regulations
promulgated thereunder.


Section 7. Stock Appreciation Rights.




     Stock Appreciation Rights may be granted hereunder to Participants either separately or in
conjunction with other Awards granted under the Plan and may, but need not, relate to a specific
Option granted under Section 6. The provisions of Stock Appreciation Rights need not be the same
with respect to each Participant. Any Stock Appreciation Right related to a Non-Statutory Stock
Option may be granted at the same time such Option is granted or at any time thereafter before
exercise or expiration of such Option. Any Stock Appreciation Right related to an Incentive Stock
Option must be granted at the same time such Option is granted. Any Stock Appreciation Right
related to an Option will be exercisable only to the extent the related Option is exercisable. In
the case of any Stock Appreciation Right related to any Option, the Stock Appreciation Right or
applicable portion thereof terminates and is no longer exercisable upon the termination or exercise
of the related Option. Similarly, upon exercise of a Stock Appreciation Right as to some or all of
the Shares covered by a related Option, the related Option will be canceled automatically to the
extent of the Stock Appreciation Rights exercised, and such Shares will not thereafter be eligible
for grant under Section 4(a). The Committee may impose any conditions or restrictions on the
exercise of any Stock Appreciation Right as it deems appropriate.


Section 8. Restricted Stock Awards.





     (a) Issuance. Restricted Stock Awards may be issued hereunder to Participants, either
separately or in conjunction with other Awards granted under the Plan. Each Award under this
Section 8 will be evidenced by an Award document from the Company which will specify the
vesting schedule, any rights of acceleration and such other terms and conditions as the
Board determines, which need not be the same with respect to each Participant.




     (b) Registration. Shares issued under this Section 8 will be evidenced by issuance of a
stock certificate or certificates registered in the name of the Participant bearing the
following legend and any other legend required by, or deemed appropriate under, any
federal or state securities laws:



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The sale or other transfer of the common shares represented by this certificate is
subject to certain restrictions set forth in the Award document granted to
                               (the registered owner) by The Lubrizol Corporation dated
                         , under The Lubrizol Corporation 2005 Stock Incentive Plan. A copy
of the Plan and Award document may be obtained from the Secretary of The Lubrizol
Corporation.




Unless otherwise provided in the Award document from the Company, the certificates will be
retained by the Company until the expiration of the Restriction Period. Upon the expiration
of the Restriction Period, the Company will (i) have the legend removed from the
certificates for the Shares to which a Participant is entitled in accordance with the Award
document from the Company and (ii) release the Shares to the custody of the Participant.




     (c) Forfeiture. Except as otherwise determined by the Committee at the Grant Date, upon
separation of service of the Participant for any reason during the Restriction Period, all
Shares still subject to restriction will be forfeited by the Participant and retained by the
Company; provided that in the event of a Participant’s retirement, permanent disability,
death, or in cases of special circumstances, the Committee may, in its sole discretion, when
it finds that a waiver would be in the best interests of the Company, waive in whole or in
part any or all remaining restrictions with respect to the Participant’s Shares. In such
case, unrestricted Shares will be issued to the Participant at the time determined by the
Committee.




     (d) Rights as Shareholders. At all times during the Restriction Period, Participants
will be entitled to full voting rights with respect to all Shares awarded under this Section
8 and will be entitled to dividends with respect to the Shares.


Section 9. Stock Awards.




     Awards of Shares may be granted hereunder to Participants, either separately or in conjunction
with other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee has
the sole and complete authority to determine (i) the Employees to whom Awards will be granted, (ii)
the time or times at which the Awards will be granted, (iii) the number of Shares to be granted
pursuant to the Awards, and (iv) all other conditions of the Awards. Conditions may include
issuance of Shares at the time of the Award is granted or issuance of Shares at a time or times
subsequent to the time the Award is granted, which subsequent times may be specifically established
by the Committee and/or may be determined by reference to the satisfaction of one or more
performance measures specified by the Committee. The provisions of Stock Awards need not be the
same with respect to each Participant.


Section 10. Outside Directors’ Restricted Stock Unit Awards.





     On the close of business on the date of each Annual Meeting of Shareholders, each
Outside Director will automatically be granted a number of Restricted Stock Units
equal to an amount calculated by dividing $75,000 by the Fair Market Value of a Share on the
Grant Date, which will be subject to the following terms and conditions and to any
additional terms and conditions, not inconsistent with the provisions of the Plan, as are
contained in the applicable Award Agreement. For Outside Directors who are appointed to the
Board of Directors on a date other than an Annual Meeting of Shareholders, there will be



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automatically granted a number of Restricted Stock Units equal to an amount calculated by
dividing $75,000 by 12 and multiplying the result by the number of remaining full months
until the next Annual Meeting of Shareholders and then dividing that result by the Fair
Market Value of a Share on the date the Outside Director is appointed to the Board of
Directors.




     (a) Vesting. Restricted Stock Unit Awards granted pursuant to this Section 10 will
vest upon the earliest to occur of the following dates:




     (i) the earlier of (A) one year after the Grant Date or (B) the next Annual
Meeting of Shareholders;




     (ii) separation from service under a retirement plan or policy of the Company;




     (iii) death while serving as a director; or




     (iv) Change in Control pursuant to Section 11.


Section 11. Change in Control.





     (a) Notwithstanding any provision in this Plan to the contrary, in the event of an
occurrence of a Change in Control of the Company (as defined paragraph (b)), the portion of
outstanding Performance Share Unit Awards and performance-based Restricted Stock Awards that
may be paid to a Participant will be determined based on performance as of the date of the
Change in Control, subject to the terms of the Award agreement, and outstanding Options and
Stock Appreciation Rights will become 100% exercisable, and any other outstanding Awards
(other than Restricted Stock Unit Awards, Performance Share Unit Awards and
performance-based Restricted Stock Awards) will become fully vested without any
restrictions, upon the occurrence of one or more of the following events (regardless of
whether any other reason, other than Cause (as defined below), for such separation from
service exists or has occurred, including without limitation other employment):




     (i) Any separation from service of the Participant by the Company within three years
following the Change in Control of the Company, which separation from service is for any
reason other than for Cause, or is as a result of the death of the Participant, or is by
reason of the Participant’s disability and the actual receipt of disability benefits
pursuant to the long-term disability plan in effect for Employees immediately prior to the
Change in Control of the Company; or




     (ii) Separation from service by the Participant of his employment with the Company
and any Subsidiary within three years after the Change in Control of the Company upon the
occurrence of any of the following events:




     (A) Failure to elect or reelect or otherwise to maintain the Participant in
the office or the position, or a substantially equivalent office or position, of or
with the Company and/or a Subsidiary, as the case may be, which the Participant
held immediately prior to a Change in Control of the Company.



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     (B) A significant adverse change in the nature or scope of the authorities,
powers, functions, responsibilities or duties attached to the position with the
Company and any Subsidiary that the Participant held immediately prior to the
Change in Control of the Company, a reduction in the aggregate of the Participant’s
base and incentive pay opportunities, any of which is not remedied within 10
calendar days after receipt by the Company of written notice from the Participant
of the change or reduction, as the case may be;




     (C) A determination by the Participant made in good faith that as a result of
a Change in Control of the Company and a change in circumstances thereafter
significantly affecting his position, including without limitation a change in the
scope of the business or other activities for which he was responsible immediately
prior to a Change in Control of the Company, he has been rendered substantially
unable to carry out, has been substantially hindered in the performance of, or has
suffered a substantial reduction in, any of the authorities, powers, functions,
responsibilities or duties attached to the position held by the Participant
immediately prior to the Change in Control of the Company, which situation is not
remedied within 10 calendar days after written notice to the Company from the
Participant of such determination;




     (D) The liquidation, dissolution, merger, consolidation or reorganization of
the Company or transfer of all or a significant portion of its business and/or
assets, unless the successor or successors (by liquidation, merger, consolidation,
reorganization or otherwise) to which all or a significant portion of its business
and/or assets have been transferred (directly or by operation of law) assumes all
the duties and obligations of the Company under this Agreement;




     (E) The Company relocates its principal executive offices, or requires the
Participant to have his principal location of work changed, to any location which
is in excess of 25 miles from the location thereof immediately prior to the Change
of Control of the Company or to travel away from his office in the course of
discharging his responsibilities or duties hereunder significantly more (in terms
of either consecutive days or aggregate days in any calendar year) than was
required of him prior to the Change of Control of the Company without, in either
case, his prior written consent.



     (b) For purposes of this Plan, a “Change in Control of the Company” means the occurrence of
any of the following events:




     (i) The date that any one person, or more than one person acting as a group, acquires
ownership of stock of the Company that, together with the stock held by such person or
group, constitutes more than 50 percent of the total fair market value or total voting power
of the stock of the Company.




     (ii) The date any person, or more than one person acting as a group, acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition by
such person or person) ownership of stock of the Company possessing 30 percent or more of
the total voting power of the stock of the Company.



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     (iii) The date a majority of members of the Company’s board of directors is replaced
during any 12-month period by directors whose appointment or election is not endorsed by a
majority of the members of the Company’s board of directors before the date of the
appointment or election.




     (iv) The date that any person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent acquisition by
such person or persons) assets from the Company that have a total gross fair market value
equal to or more than 40 percent of the total gross fair market value of all of the assets
of the Company immediately before the acquisition or acquisitions.


For purposes of this Section 11(b) of the Plan, the terms “person” and “group” have the same
meaning as provided in Section 13(d)(3) or 14(d)(2) of the Exchange Act.




     (c) For purposes of this Section 11 of the Plan, “Cause” means that, prior to any separation
from service pursuant to Section 11(a) hereof, the Participant committed:




     (i) an intentional act of fraud, embezzlement or theft in connection with his duties
or in the course of his employment with the Company and/or any Subsidiary;




     (ii) intentional wrongful damage to property of the Company and/or any Subsidiary;




     (iii) intentional wrongful disclosure of secret processes or confidential information
of the Company and/or any Subsidiary; or




     (iv) intentional wrongful engagement in any Competitive Activity (as defined below);


and any such act materially is harmful to the Company. For purposes of this Agreement, no act, or
failure to act, on the part of the Participant will be deemed “intentional” if it was due
primarily to an error in judgment or negligence, but will be deemed “intentional” only if done, or
omitted to be done, by the Participant not in good faith and without reasonable belief that his
action or omission was in the best interest of the Company. Notwithstanding the foregoing, the
Participant will not be deemed to have been separated from service for “Cause” hereunder unless
and until there is delivered to the Participant a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the Board then in office at a meeting of the
Board called and held for such 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 had committed an act set forth above
in this Section 11(c) and specifying the particulars thereof in detail. Nothing herein will limit
the right of the Participant or his beneficiaries to contest the validity or propriety of any such
determination.




     (d) For purposes of this Section 11 of the Plan, the term “Competitive Activity” means the
Participant’s participation, without the written consent of an officer of the Company, in the
management of any business enterprise if such enterprise engages in substantial and direct
competition with the Company and such enterprise’s sales of any product or service competitive with
any product or service of the Company amounted to 25% of such enterprise’s net sales for its most
recently completed fiscal year and if the Company’s net sales of said



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product or service amounted
to 25% of the Company’s net sales for its most recently completed fiscal year. “Competitive
Activity” does not include (i) the mere ownership of securities in any such enterprise and exercise
of rights appurtenant thereto or (ii) participation in management of any such enterprise other than
in connection with the competitive operations of such enterprise.



Section 12. Amendments and Termination.




     The Board may, at any time, amend, alter or terminate the Plan, but no amendment, alteration,
or termination may be made that would impair the rights of an Outside Director or Participant under
an Award previously granted, without the Outside Director’s or Participant’s consent, or that
without the approval of the shareholders would:




     (a) except as is provided in Sections 4(b) and 13(c) of the Plan, increase the total
number of Shares which may be issued under the Plan;




     (b) change the class of employees eligible to participate in the Plan; or




     (c) materially increase the benefits accruing to Participants under the Plan;


so long as such approval is required by law or regulation; provided that, as long as required by
law or regulation, the provisions of Section 10 hereof may not be amended or altered more than once
every six (6) months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act, or the rules thereunder.




     The Committee may amend the terms of any Award heretofore granted (except, with respect to
Restricted Stock Awards granted pursuant to Section 10 hereof, only to the extent not inconsistent
with Rule 16b-3 under the Exchange Act or any successor rule or statute), prospectively or
retroactively, but no such amendment may impair the rights of any Participant or Outside Director
without his consent.


Section 13. General Provisions.





     (a) No Option or other Award may be assignable or transferable by a Participant or an
Outside Director otherwise than by will or the laws of descent and distribution, and Options
and Stock Appreciation Rights may be exercised during the Participant’s lifetime only by the
Participant, or, if permissible under applicable law, by the guardian or legal
representative of the Participant.




     (b) The term of each Award will be for a period of months or years from its Grant Date
as may be determined by the Committee or as set forth in the Plan; provided that in no event
may the term of any Incentive Stock Option or any Stock Appreciation Right
related to any Incentive Stock Option exceed a period of ten (10) years from the Grant
Date.




     (c) In the event of a merger, reorganization, consolidation, recapitalization, stock
dividend or other change in corporate structure such that Shares are changed into or become
exchangeable for a larger or smaller number of Shares, thereafter the number of Shares
subject to outstanding Awards granted to Participants and to any Shares subject to Awards to
be granted to Participants pursuant to this Plan will be increased or decreased, as the case
may be, in direct proportion to the increase or decrease in the number of



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Shares by reason
of such change in corporate structure; provided, however, that the number of Shares will
always be a whole number, and the purchase price per Share of any outstanding Options will,
in the case of an increase in the number of Shares, be proportionately reduced, and, in the
case of a decrease in the number of Shares, be proportionately increased. The above
adjustment will also apply to any Shares subject to Restricted Stock Awards granted to
Outside Directors pursuant to the provisions of Section 10.




     (d) No Employee may have any claim to be granted any Award under the Plan and there is
no obligation for uniformity of treatment of Employees or Participants under the Plan.




     (e) The prospective recipient of any Award under the Plan will not, with respect to the
Award, be deemed to have become a Participant, or to have any rights with respect to the
Award, until and unless the recipient complies with the then applicable terms and
conditions.




     (f) All certificates for Shares delivered under the Plan pursuant to any Award will be
subject to any stock-transfer orders and other restrictions as the Committee deems advisable
under the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Shares are then listed, and any applicable
federal or state securities law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.




     (g) Except as otherwise required in any applicable Award document or by the terms of
the Plan, Participants will not be required, under the Plan, to make any payment other than
the rendering of services.




     (h) The Company is authorized to withhold from any payment under the Plan, whether the
payment is in Shares or cash, all withholding taxes due in respect of the payment hereunder
and to take such other action as may be necessary in the opinion of the Company to satisfy
all obligations for the payment of such taxes.




     (i) Nothing contained in this Plan prevents the Board from adopting other or additional
compensation arrangements, subject to shareholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in specific cases.




     (j) Nothing in the Plan interferes with or limits in any way the right of the Company
or any Subsidiary to terminate any Participant’s employment at any time, nor does the Plan
confer upon any Participant any right to continued employment with the Company or any
Subsidiary.




     (k) For Awards granted on or after February 22, 2010, the Committee may cause to be
forfeited any outstanding Award and may seek to recoup any economic gains from any
Participant who engages in conduct that was not in good faith and that disrupts, damages,
impairs or interferes with the business, reputation or employees of the Company



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or its Subsidiaries, including, but limited to, conduct that leads to a restatement of the
Company’s financial statements.


Section 14. Effective Date of the Plan.




     The Plan will be effective upon adoption of the Plan by the Board of Directors of the Company.
The Plan will be submitted to the shareholders of the Company for approval within one year after
its adoption by the Board of Directors, and if the Plan is not approved by the shareholders, the
Plan will be void and of no effect. Any Awards granted under the Plan prior to the date the Plan
is submitted for approval by the shareholders will be void if the shareholders do not approve the
Plan.


Section 15. Expiration of the Plan.




     Awards may be granted under this Plan at any time prior to April 1, 2010, on which date the
Plan will expire but without affecting any outstanding awards.




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