Exhibit 10.01(n)


 


EQT CORPORATION


 


2009 LONG-TERM INCENTIVE PLAN


 


(As amended and restated through December 2, 2009)


 


 


SECTION
1.  PURPOSES


 


1.01  The
purpose of the 2009 Long-Term Incentive Plan (the “Plan”) of EQT Corporation
(the “Company”) is to assist the Company in attracting, retaining and
motivating employees and non-employee directors 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  “Affiliate” means (i) any Subsidiary or
Parent, or (ii) an entity that directly or through one or more intermediaries
controls, is controlled by or is under common control with, the Company, as
determined by the Committee.


 


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


 


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


 


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


 


2.01.5  “Cause,” unless otherwise determined by the
Committee, when used with respect to the termination of employment or service
of a Participant includes:


 


(a)        the conviction of a felony, a crime of
moral turpitude or fraud or having committed fraud, misappropriation or
embezzlement in connection with the performance of his duties;


 


(b)        willful and repeated failures to
substantially perform his assigned duties; or


 


(c)        a violation of any express significant
policies of the Company.


 

















 


For purposes of this
Section 2.01.5, 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, a Participant who served as an Executive
Officer at anytime during the twelve (12) months immediately preceding
termination 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 a majority of the members of the Committee
at a duly-held meeting of the Committee 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 2.01.5.


 


2.01.6  “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.


 


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


 


2.01.8  “Committee” means (a) with respect to Participants
who are employees, 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 (1)
an “outside director” as then defined under Section 162(m) of the Code or any
successor provision, (2) a “non-employee director” as then defined under Rule
16b-3 or any successor rule and (3) an “independent” director under the rules
of the New York Stock Exchange, or (b) with respect to Participants who are
non-employee directors, the Board.


 


2.01.9  “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.


 


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


 


2.01.11  “Disability” of a Participant has the meaning
set forth in Section 409A of the Code and, as of the effective date of the
Plan, means that the Participant (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (ii) is, by reason of
any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
the Participant’s employer.  If the
determination of Disability relates to an Incentive Stock Option, Disability
means Permanent and Total Disability as defined in Section 22(e)(3) of the
Code.  


 


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


 


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2.01.13  “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 closing price 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 printed or the electronic version of The Wall Street Journal (or in such other reliable printed
or electronic 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 determine the Fair
Market Value of such shares or other property on such date by such method as
the Committee determines in good faith to be reasonable and in compliance with
Section 409A of the Code.  Fair Market
Value shall be determined without regard to any restriction other than a
restriction that, by its terms, will never lapse. 


 


2.01.14  “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. If all of the
requirements of Section 422 of the Code are not met, the Option shall
automatically become a nonstatutory Option.


 


2.01.15  “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. 


 


2.01.16  “Other Stock-Based Award” means an Award,
granted under Section 6.07 hereof, that is denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related
to, Shares. 


 


2.01.17  “Parent” means a corporation, limited
liability company, partnership or other entity that owns or beneficially owns a
majority of the outstanding voting stock or voting power of the Company.
Notwithstanding the above, with respect to an Incentive Stock Option, Parent
shall have the meaning set forth in Section 424(e) of the Code.


 


2.01.18  “Participant” means an employee or a non-employee
director of the Company or any Affiliate, including, but not limited to, a
Covered Employee, who is granted an Award under the Plan.


 


2.01.19  “Performance Award,” “Performance Goal” and
“Performance Period” shall have the meanings provided in Section 6.06. 


 


2.01.20  “Qualified Business Criteria” shall have the
meaning provided in Section 6.06(iii).


 


2.01.21  “Restricted Performance Shares” shall have
the meaning provided in Section 6.06.


 


2.01.22  “Restricted Stock” means Shares, granted under
Section 6.04 hereof, that are subject to certain restrictions.


 


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2.01.23  “Restricted Stock Unit” shall have the
meaning provided in Section 6.05.


 


2.01.24  “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. 


 


2.01.25  “Shares” means shares of Common Stock.


 


2.01.26  “Stock Appreciation Right” means an award
granted under Section 6.03 hereof.


 


2.01.27  “Subsidiary” means any corporation, limited
liability company, partnership or other entity in an unbroken chain of entities
beginning with the Company, if each of the entities other than the last entity
in the chain owns stock or other ownership interests possessing at least 50% of
the total combined voting power in one of the other entities in the chain.  Notwithstanding the above, with respect to an
Incentive Stock Option, Subsidiary shall have the meaning set forth in Section
424(f) of the Code.


 


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. 
References hereinafter to the Committee shall mean the Compensation
Committee of the Board (or other appointed committee) with respect to employee
Participants and the Board with respect to non-employee director Participants.


 


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:


 


(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;


 


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(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; 


 


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


 


(xi)  adopt such modifications, procedures, and
subplans as may be necessary or desirable to comply with provisions of the laws
of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in
order to assure the viability of the benefits of Awards granted to participants
located in such other jurisdictions and to meet the objectives of the Plan.


 


Any action of the Committee with respect to the Plan
shall be final, conclusive and binding on all persons, including the Company,
Affiliates, Participants, any person claiming any rights under the Plan from or
through any Participant, employees, directors 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, including, in the
case of the Board, delegation to the Corporate Governance Committee, within
limits and subject to the terms it may establish from time to time, the
authority to perform administrative functions under the Plan and, with respect
to Participants who are not subject to Section 16 of the Exchange Act and who
are not Covered Employees, to grant Awards and 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 Company or an
Affiliate, the Company’s independent certified public accountants, or any
executive compensation consultant or other professional retained by the Company
and/or the Committee to assist in the administration of the Plan.


 


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SECTION 4.  SHARES SUBJECT TO THE
PLAN


 


4.01  The
maximum net number of Shares that may be issued and in respect of which Awards
may be granted under the Plan shall be 9,500,000 Shares of Common Stock,
subject to adjustment as provided in Section 8.01, which may be used for all
forms of Awards.  Each Share issued under
the Plan pursuant to an Award other than (i) an Option or other purchase right
for which the Participant pays the Fair Market Value for such Share measured as
of the grant date, or (ii) a Stock Appreciation Right having a Base Price equal
to the Fair Market Value of a Share as of the grant date, shall reduce the
number of available Shares by 1.9.


 


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.  Notwithstanding the foregoing, the following
Shares shall not become available for purposes of the Plan:  (1) Shares previously owned or acquired
by the Participant that are delivered to the Company, or withheld from an
Award, to pay the exercise price, or (2) Shares that are delivered or
withheld for purposes of satisfying a tax withholding obligation.  Any Shares distributed pursuant to an Award
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.  


 


SECTION 5.  ELIGIBILITY


 


5.01  Awards
may be granted only to individuals who are active employees (including, without
limitation, employees who also are directors or officers and Covered Employees)
or non-employee directors of the Company or any Affiliate; provided,
however, Incentive Stock Options may be granted only to eligible Participants
who are employees of the Company or a Parent or Subsidiary as defined in
Section 424(e) and (f) of the Code. 
Eligible Participants who are service providers to an Affiliate may be
granted Options or Stock Appreciation Rights under this Plan only if the
Affiliate qualifies as an “eligible issuer of service recipient stock” within
the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code
Section 409A.  


 


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 


 


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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 Option (other than nonstatory Options granted
to Participants outside the United States) shall be exercisable after the
expiration of ten years from the date of grant. 
The Option shall be evidenced by a form of written Award Agreement, and
subject to the terms thereof.


 


(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) Shares delivered or withheld may be subject to terms and conditions
imposed by the Committee. 


 


Shares may be withheld from
the exercise or delivered in payment of the exercise price of an Option, if
authorized by the Committee, which in the case of delivery 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 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 


 


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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 exercise 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.  In the case of Participants who are
employees, unless otherwise determined by the Committee and reflected in the
Award Agreement:


 


(A)  If a Participant shall die while employed by
the Company or an Affiliate or during a period following termination of
employment during which an Option otherwise remains exercisable under this
Section 6.02(iv) or terminate employment due to Disability, Options granted to
the Participant, to the extent exercisable at the time of the Participant’s
death or termination of employment due to Disability, may be exercised within
one year after the date of the Participant’s death or termination due to
Disability, but not later than the expiration date of the Option, by the
Participant, or 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 an Affiliate shall be involuntarily terminated under circumstances
that would qualify the Participant for benefits under any Company severance
plan or arrangement, 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)  Subject to Section 9.02, if the
Participant voluntarily terminates employment with the Company or an Affiliate
for any reason, including retirement, Options granted to the Participant,
whether exercisable or not, shall terminate immediately upon the termination of
employment of the Participant.


 


(D)  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
employment of the Participant with the Company and/or an Affiliate.


 


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(v)  Termination
of Service.  In the case of
Participants who are non-employee directors, unless otherwise determined by the
Committee and reflected in the Award Agreement:


 


(A)       If a
Participant shall die while in service as a director of the Company or an
Affiliate or during a period following termination of service during which an
Option otherwise remains exercisable under this Section 6.02(v), Options
granted to the Participant, to the extent exercisable at the time of the
Participant’s death, may be exercised within three years 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 or by
the laws of descent and distribution or, if permitted by the Committee, by inter vivos transfer.


 


(B)       If
the service of a Participant as a director of the Company or an Affiliate shall
be terminated for reasons other than removal for cause by the Board or a Court
pursuant to applicable law, Options granted to the Participant, to the extent
exercisable at the date of the Participant’s termination of service, may be
exercised within three years after the date of termination of service, 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 service of the Participant as a director of
the Company and/or an Affiliate.


 


(vi)  Individual Limit on
Options and Stock Appreciation Rights.  The
aggregate number of Shares for which Options and Stock Appreciation Rights may
be granted under the Plan to any single Participant in any calendar year shall
not exceed 1,000,000 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.  


 


(vii)  Prohibition on Repricing.  Except as otherwise provided in Section 8,
the exercise price of an Option may not be reduced, directly or indirectly by
cancellation and regrant or otherwise, without the prior approval of the
shareholders of the Company. 


 


(viii)  Section 409A Limits.  Notwithstanding anything in this Plan or any
Award Agreement, no Option shall provide for dividend equivalents or have any feature for
the deferral of compensation other than the deferral of recognition of income
until the exercise or disposition of the Option.


 


(xi)  Reload Rights.  No Option shall be granted with
reload rights.  


 


6.03     Stock Appreciation Rights.  The
Committee is authorized to grant Stock Appreciation Rights, on a stand-alone
basis or in tandem with Options on the following terms and conditions:


 


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(i)         Price of Stand-Alone Stock
Appreciation Rights.  The base
price for stand-alone Stock Appreciation Rights (the “Base Price”) shall
be such price as the Committee, in its sole discretion, shall determine but
shall not be less than one hundred percent (100%) of the Fair Market Value per
share of the Common Stock covered by the stand-alone Stock Appreciation Right
on the date of grant.


 


(ii)        Payment of Stock
Appreciation Rights.  Stock
Appreciation Rights shall entitle the Participant upon exercise to receive the
amount by which the Fair Market Value of a share of Common Stock on the date of
exercise exceeds the Option Price of any tandem Option or the Base Price of a
stand-alone Stock Appreciation Right, multiplied by the number of shares in
respect of which the Stock Appreciation Right shall have been exercised.  In the sole discretion of the Committee, the
Company may pay all or any part of its obligation arising out of a Stock
Appreciation Right exercise in cash, shares of Common Stock or any combination
thereof.  Payment shall be made by the
Company upon the date of exercise.


 


(iii)       Term and Exercise of
Stand-Alone Stock Appreciation Rights.  The term of any
stand-alone Stock Appreciation Right granted under the Plan shall be for such
period as the Committee shall determine, but for not more than ten years from
the date of grant thereof.  Each stand-alone
Stock Appreciation Right shall be subject to earlier termination under the
rules applicable to Options as provided in Section 6.02(iv) and (v)
hereof.  Each stand-alone Stock
Appreciation Right granted under the Plan shall be exercisable on such date or
dates during the term thereof and for such number of shares of Common Stock as
may be provided in the Award Agreement.


 


(iv)       Term and Exercise of
Tandem Stock Appreciation Rights. 
If Stock Appreciation Rights are granted in tandem with an Option (A) the
Stock Appreciation Rights shall be exercisable at such time or times and to
such extent, but only to such extent and by the same person, that the related
Option shall be exercisable, (B) the exercise of the related Option shall
cause a share for share reduction in the number of Stock Appreciation Rights
that were granted in tandem with the Option; and (C) the payment of Stock
Appreciation Rights shall cause a share for share reduction in the number of
shares covered by such Option.  Stock
appreciation rights granted in conjunction with an Incentive Stock Option shall
not be exercisable unless the then Fair Market Value of the Common Stock
exceeds the exercise price of the Shares subject to the Incentive Stock
Option.  Each tandem Stock Appreciation Right
granted under the Plan shall be subject to earlier termination under the rules
applicable to Options as provided in Section 6.02(iv) and (v) hereof.


 


(v)        Prohibition on Repricing.  Except as otherwise provided in Section 8,
the base price of a Stock Appreciation Right may not be reduced, directly or
indirectly by cancellation and regrant or otherwise, without the prior approval
of the shareholders of the Company. 


 


(vi)       Section 409A Limits.  Notwithstanding anything in this Plan or any
Award Agreement, no Stock Appreciation Right shall provide for dividend equivalents or have
any feature for the deferral of compensation other than the deferral of 


 


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recognition of income until the
exercise or disposition of the Stock Appreciation Right.


 


6.04  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 (other than Restricted Stock granted to
non-employee directors) shall, in the case of a time-based restriction
period, be not less than three years, with no more frequent than annual ratable
vesting over such period or, in the case of a performance-based
restriction period, be not less than one year; provided, however, that up to
250,000 shares may be granted as Restricted Stock or Restricted Stock Units, in
either case with no minimum vesting period.


 


(ii)  Forfeiture.  Except as otherwise determined by the
Committee at the time of grant or thereafter, upon termination of employment or
service during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited and reacquired by the
Company for no consideration; 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. 


 


(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 or recordation in book entry form.  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.


 


6.05  Restricted Stock Units.  The
Committee may, subject to the provisions of the Plan and such other terms and
conditions as it may prescribe, grant Restricted Stock Units to Participants.


 


(i)  Issuance and Restrictions.  The restricted period applicable to
Restricted Stock Units (other than Restricted Stock Units granted to
non-employee directors) shall, in the case of a time-based restriction,
be not less than three years, with no more frequent than annual ratable vesting
over such period or, in the case of a performance-based restriction, be
not less than one year; provided, however, that up to 250,000 shares may be
granted as Restricted Stock Units or Restricted Stock, in either case with no
minimum vesting period.  The Committee
may also provide the right to receive dividend equivalents on Restricted Stock
Units, on a current, reinvested and/or restricted basis.  


 


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(ii)  Forfeiture. 
Except as otherwise determined by the Committee at the time of grant or
thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Stock Units that at that time are subject to
restrictions shall be forfeited; provided, however, that the Committee may
provide, by rule or regulation or in any Award Agreement, that restrictions on
Restricted Stock Units shall be waived in whole or in part in the event of
terminations resulting from specified causes.  


 


 (iii)  Payment.  Unless otherwise determined by the Committee
and provided in an Award Agreement, during the two and one-half months following
the end of the calendar year in which vesting occurs, the Company shall pay to
the Participant in cash an amount equal to the number of Restricted Share Units
vested multiplied by the Fair Market Value of a Share of the Common Stock on
such date.  Notwithstanding the foregoing
sentence, the Committee shall have the authority, in its discretion, to
determine that the obligation of the Company shall be paid in shares of Common
Stock or part in cash and part in shares of Common Stock.


 


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


 


(i)  General.  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.  Restricted Performance Shares
are an award of Shares with restrictions based upon achievement of Performance
Goals during a specified Performance Period. 
Performance Periods for Performance Awards or Restricted Performance Shares
shall be no less than one year in duration.


 


(ii)  Terms.  At or prior to the time a Performance Award
or Restricted Performance Share 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 number of
Shares or amount that may vest or be earned by the Participant based on the
achievement, or the level of achievement, of the Performance Goals or the
formula by which such number of Shares or 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 for
such Award 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, that 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 or a number of Restricted Performance Shares that will be earned based on
the achievement of Performance Goals.  When
the Performance Goals are established, the Committee shall also specify the
manner in which the level of achievement of such Performance Goals shall be
calculated and the weighting assigned to such Performance Goals.  The Committee may determine and specify
within the first 90 days of the Performance Period that unusual items or
certain specified events or occurrences, including changes in accounting
standards or tax laws and the effects of non-operational items or extraordinary
items as defined by generally accepted accounting principles or international
financial reporting standards as specified by the Committee, 


 


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shall be excluded from the
calculation to the extent permitted in Section 162(m).


 


(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.  Such Performance Goals may be based upon one
or more of the following objective performance measures (“Qualified Business
Criteria”):  earnings per share, earnings
per share growth, revenue growth, revenues, expenses, return on equity, return
on total capital, return on assets, earnings (such as net income, EBIT and
similar measures), earnings growth, cash flow (such as EBITDA, EBITDAX,
after-tax cash flow and similar measures), share price, economic value added,
gross margin, operating income, volumes metrics (such as volumes sold, volumes
produced, volumes transported and similar measures), drilling and well metrics
(such as number of gross or net wells drilled, number of horizontal wells
drilled, cost per well and similar measures), operating efficiency metrics
(such as lease operating expense and other unit operating expense measures,
general & administrative expense (“G&A”) per mcf, G&A per customer
and other G&A metrics, unit gathering and compression expenses and other
midstream efficiency measures, lost and unaccounted for gas metrics, compressor
or processing downtime, days from completed well to flowing gas and similar
measures), customer services measures (such as wait time, on-time service,
calls answered and similar measures) or total shareholder return.  Performance Goals based on such Qualified Business
Criteria may be based either on the performance of the Company, one or more
Subsidiaries or other Affiliates, 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 Committee at the time of grant. 
Performance Goals with respect to Qualified Business Criteria may be
specified in absolute terms, in percentages, or in terms of growth from period
to period or growth rates over time, as well as measured relative to the
performance of a group of comparator companies, or a published or special
index, or a stock market index, that the Committee deems appropriate.  Performance Goals need not be based upon an
increase or positive result under a business criterion and could include, for
example, the maintenance of the status quo or the limitation of economic losses
(measured, in each case, by reference to a specific business criterion).


 


(iv)  Committee Certification.  Following completion of the applicable
Performance Period, and prior to any payment of or release of Shares pursuant
to a Performance Award to the Participant, or release of restrictions
applicable to Restricted Performance Shares, the Committee shall determine in
accordance with the terms of the 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 


 


- 13 -

















 


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 that may be earned by any
single Participant for Performance Awards shall be the sum of
(a) $10,000,000 for Performance Awards granted under the Plan and payable
in cash or property (other than Shares) and (b) 500,000 Shares for Performance
Awards granted under the Plan and payable in Shares.  In any one calendar year, the maximum number
of Restricted Performance Shares that may be earned by any single Participant
is 800,000 Shares.  For purposes of
applying these limits in the case of multi-year Performance Periods, the
amount or number of Shares deemed earned in any one calendar year is the total
amount paid or Shares earned for the Performance Period divided by the number
of calendar years in the Performance Period. 
In applying this limit, the amount of any cash or the Fair Market Value
or number of any Shares or other property earned by a Participant shall be
measured as of the close of the final year of the Performance Period regardless
of the fact that certification by the Committee and actual payment or release
of restrictions to the Participant may occur in a subsequent calendar year or
years.


 


(vi)  Certificates
for Shares.  Restricted
Performance Shares 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, or recordation
in book-entry form. Certificates representing Restricted Performance Shares
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 Performance Shares.


 


6.07  Other Stock-Based Awards. 
The Committee is authorized, subject to limitations under applicable
law, to grant to Participants 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 that 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 an Affiliate under, other compensation or
incentive plans, programs or arrangements of the Company or any Affiliate for
eligible Participants.


 


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 6.07 shall be purchased for such consideration, paid for by
such methods and in such forms, including, without limitation, cash, Shares
delivered or withheld, or other property or any combination thereof, as the
Committee 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 


 


- 14 -

















 


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.


 


6.08  Dividend Equivalents. 
The Committee is authorized to grant dividend equivalents with respect
to any Awards granted hereunder (other than Options or SARs), subject to such
terms and conditions as may be selected by the Committee; provided that,
subject to Section 12.04 hereof, no dividends shall be paid or distributed in
advance of the vesting of the underlying Award. 
Dividend equivalents shall entitle the Participant to receive payments
equal to dividends with respect to all or a portion of the number of Shares
subject to the Award, as determined by the Committee.  The Committee may provide that dividend equivalents
will be deemed to have been reinvested in additional Shares, or otherwise
reinvested.  To the extent that dividend
equivalents are deemed to be reinvested in additional Shares with respect to an
Award, such additional Shares shall, as the time of such deemed reinvestment,
be included in the number of Shares as to which the host Award relates for
purposes of the shares limits of Section 4.01 of the Plan. 


 


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 any other
plan, program or arrangement of the Company or any Affiliate (subject to the
terms of Section 10.01) or any business entity acquired or to be acquired
by the Company or an Affiliate, except that an Incentive Stock Option may not
be granted in tandem with other Awards or awards, and Awards intended to
qualify as performance-based compensation under Section 162(m) of
the Code 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.


 


- 15 -

















 


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. 


 


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 Option
(other than a nonstatutory Option granted to a Participant outside the United
States) 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 an
Affiliate.  Except to the extent
otherwise determined by the Committee with respect to Awards other than Incentive
Stock Options, 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.


 


- 16 -
















 


7.08  Evidence of Ownership; Trading Restrictions.  Shares delivered under the terms of the Plan
may be recorded in book entry or electronic form or issued in the form of
certificates.  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 or issue
instructions to the transfer agent 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
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, Stock Appreciation Rights, Restricted Stock Units,
Performance Awards or Other Stock-Based Awards, the number of shares of Common
Stock that may be issued under the Plan but are not then subject to outstanding
Options, Stock Appreciation Rights, Restricted Stock Units, Performance Awards
or Other Stock-Based Awards and the maximum number of Shares as to which
Options, Stock Appreciation Rights, Restricted Performance Shares or
Performance Awards may be granted and as to which shares may be awarded under
Sections 6.02(vi) and 6.06(v), shall be adjusted by adding thereto the
number of shares of Common Stock that 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 or Restricted Performance Shares, 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 or Restricted
Performance Shares 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, Stock Appreciation Right,
Restricted Stock Unit, Performance Award or Other Stock-Based Award, and for
each share of Common Stock that may be issued under the Plan but that is not
then subject to any outstanding Option, Stock Appreciation Right, Restricted
Stock Unit, 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,
Stock Appreciation Rights, Restricted Stock Units, 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 or
Restricted Performance Shares held in escrow shall be changed or exchangeable
in any such 


 


- 17 -

















 


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 or Restricted
Performance Shares 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 exercise price for all Shares subject to each
then outstanding Option, Stock Appreciation Right, or other purchase right,
prior to such adjustment or substitution shall be the aggregate exercise 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 exercise 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, Stock Appreciation Rights,
Restricted Stock Units, Performance Award or Other Stock-Based Award, that it
determines are equitably required to prevent dilution or enlargement of the
rights of optionees and awardees that 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 or Restricted Performance Shares held in escrow
or for which any Restricted Stock or Restricted Performance Shares 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 or Restricted Performance Shares 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 that result from any such adjustment or substitution shall be
eliminated and not carried forward to any subsequent adjustment or
substitution.  Owners of Restricted Stock
or Restricted Performance Shares 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 or Restricted Performance Shares
exchanged therefor.


 


If
any such adjustment or substitution provided for in this Section 8
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 that will
not result in any disqualification, modification, extension or renewal (within the
meaning of 


 


- 18 -

















 


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.  Without
limiting the foregoing, the Committee shall not make any adjustments to
outstanding Options or Stock
Appreciation Rights that would constitute a modification or substitution of the
stock right under Treas. Reg. §1.409A-1(b)(5)(v) that
would be treated as the grant of a new stock right or change in the form of
payment for purposes of 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 any Change of Control of the Company shall occur:


 


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


 


(ii)  all restrictions or limitations, including
risks of forfeiture but excluding performance-based restrictions, 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 performance conditions shall be deemed to be achieved or fulfilled,
measured at the actual performance level achieved as of the end of the calendar
quarter immediately preceding the date of the Change of Control, and payment of
such Awards on that basis shall be made or otherwise settled at the time of the
Change of Control; provided, however,
that, if such Awards constitute deferred compensation under Section 409A
of the Code, the Awards shall vest on the basis described above but 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 or service 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 that the
Participant (or other holder of the Award) may have under the Plan or the
applicable Award Agreement, any Option, Stock Appreciation Right 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 or service 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 


 


- 19 -

















 


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), 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 


 


- 20 -

















 


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 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.


 


SECTION 11.  GENERAL PROVISIONS


 


11.01  No Right to Awards; No Shareholder Rights.  No Participant, employee or director shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Participants, employees and
directors, except as provided in any other compensation, fee or other
arrangement with the Participant, employee or director.  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.


 


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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 or Continuation of Service.  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 or service
of the Company or to interfere in any way with the right of the Company or
shareholders to terminate a Participant’s employment or service at any time or
increase or decrease his compensation, fees or other payments from the rate in
existence at the time of granting of an Award, except as provided in any Award
Agreement or other compensation, fee or other arrangement with the Participant.


 


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 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 that 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 


 


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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.  SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE
CODE.


 


12.01   It is intended that the payments and benefits
provided under the Plan and any Award shall either be exempt from the
application of, or comply with, the requirements of Section 409A of the
Code.  The Plan and all Award Agreements
shall be construed in a manner that effects such intent.  Nevertheless, the tax treatment of the
benefits provided under the Plan or any Award is not warranted or
guaranteed.  Neither the Company, its
Affiliates nor their respective directors, officers, employees or advisers
shall be held liable for any taxes, interest, penalties or other monetary
amounts owed by any Participant or other taxpayer as a result of the Plan or
any Award.  


 


12.02   Notwithstanding anything in the Plan or in
any Award Agreement to the contrary, to the extent that any amount or benefit
that would constitute non-exempt “deferred compensation” for purposes of
Section 409A of the Code would otherwise be payable or distributable, or a different form of payment (e.g.,
lump sum or installment) would be effected, under the Plan or any
Award Agreement by reason of the occurrence of a Change of Control, or the
Participant’s Disability or separation from service, such amount or benefit
will not be payable or distributable to the Participant, and/or such different form of payment will not be
effected, by reason of such circumstance unless the circumstances
giving rise to such Change of Control, Disability or separation from service
meet any description or definition of “change in control event”, “disability”
or “separation from service”, as the case may be, in Section 409A of the Code
and applicable regulations (without giving effect to any elective provisions
that may be available under such definition). 
This provision does not prohibit the vesting of any
Award upon a change of control, disability or separation from service, however
defined.  If this provision prevents the
payment or distribution of any amount or benefit, such payment or distribution
shall be made on the next earliest payment or distribution date or event
specified in the Award Agreement that is permissible under Section 409A.  If
this provision prevents the application of a different form of payment of any
amount or benefit, such payment shall be made in the same form as would have
applied absent such designated event or circumstance.


 


12.03   Notwithstanding anything in the Plan or in
any Award Agreement to the contrary, if any amount or benefit that would
constitute non-exempt “deferred compensation” for purposes of Section 409A of
the Code would otherwise be payable or distributable under this Plan or any
Award Agreement by reason of a Participant’s separation from service during a
period in which the Participant is a Specified Employee (as defined below),
then,
subject to any permissible acceleration of payment by the Committee under
Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii)
(conflicts of interest), or (j)(4)(vi) (payment of employment taxes):
(i) the amount of such non-exempt
deferred compensation that would otherwise be payable during the six-month
period immediately following the Participant’s separation from service will be
accumulated through and paid or provided on the first day of the seventh month following the
Participant’s separation from service (or, if the Participant
dies during such period, 


 


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within
30 days after the Participant's death) (in either case, the “Required Delay
Period”); and (ii) the normal
payment or distribution schedule for any remaining payments or distributions
will resume at the end of the Required Delay Period.


 


For purposes of this Plan, the term “Specified Employee”
has the meaning given such term in Code Section 409A and the final regulations
thereunder, provided, however, that, as permitted in
such final regulations, the Company’s Specified Employees and its application
of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by
the Board or any committee of the Board, which shall be applied consistently
with respect to all nonqualified deferred compensation arrangements of the
Company, including this Plan.


 


12.04   Timing of Distribution of Dividend
Equivalents.  Unless otherwise
provided in the applicable Award Agreement, any dividend equivalents granted
with respect to an Award hereunder will be paid or distributed no later than the 15th day of the 3rd month following the later of (i) the calendar
year in which the corresponding dividends were paid to shareholders, or (ii)
the first calendar year in which the Participant’s right to such dividends
equivalents is no longer subject to a substantial risk of forfeiture.


 


SECTION 13.  EFFECTIVE DATE AND
TERM OF THE PLAN


 


13.01  The effective date and date of adoption of
the Plan shall be February 18, 2009, the date of adoption of the Plan by
the Board, provided that such adoption of the Plan is approved by a majority of
the votes cast at the Company’s Annual Meeting of Shareholders in 2009, at
which a quorum representing a majority of the outstanding voting stock of the
Company is, either in person or by proxy, present and voting.  Absent additional shareholder approval,
(1) no Performance Award or Restricted Performance Shares may be granted
under the Plan subsequent to the Company’s Annual Meeting of Shareholders in
2014, (2) no Incentive Stock Option may be granted under the Plan
subsequent to February 18, 2019 and (3) no other Award may be granted under the
Plan subsequent to the Company’s Annual Meeting in 2019.


 


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