ex10f.htm


    EXHIBIT
10(f)

     

     

     

    THE
BRINK’S COMPANY

    2005
EQUITY INCENTIVE PLAN

    (amended
and restated as of February 19, 2010)

     

    


    SECTION
1.  Purpose.

     

    The
purpose of The Brink’s Company 2005 Equity Incentive Plan (amended and restated
as of February 19, 2010) is to act as the successor plan to The Brink’s Company
1988 Stock Option Plan and to encourage those individuals who are expected to
contribute significantly to the Company’s success to accept employment or
continue in the employ of the Company and its Subsidiaries, to enhance their
incentive to perform at the highest level, and, in general, to further the best
interests of the Company and its shareholders.

     

    SECTION
2.  Definition.

     

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

     

    (a)    “Act” shall mean the Securities
Exchange Act of 1934, as amended.

     

    (b)    “Affiliate” shall mean (i) any
entity that, directly or indirectly, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in either case as
determined by the Committee.

     

    (c)    “Award” shall mean any Option,
Stock Appreciation Right, award of Restricted Stock, award of Performance Stock
or Other Stock-Based Award granted under the Plan.

     

    (d)    “Award Agreement” shall mean
any written agreement, contract or other instrument or document evidencing any
Award granted under the Plan, which may, but need not, be executed or
acknowledged by a Participant.

     

    (e)    “Beneficiary” shall mean a
person or persons entitled to receive payments or other benefits or exercise
rights that are available under the Plan in the event of the Participant’s
death.

     

    (f)     “Board” shall mean the board of
directors of the Company.

     

    (g)    “Cause” shall mean, with
respect to any Participant, (a) embezzlement, theft or misappropriation by the
Participant of any property of the Company, (b) the Participant’s willful breach
of any fiduciary duty to the Company, (c) the Participant’s willful failure or
refusal to comply with laws or regulations applicable to the Company and its
business or the policies of the Company governing the conduct of its employees,
(d) the Participant’s gross incompetence in the performance of the Participant’s
job duties, (e) commission by the Participant of a felony or of any crime
involving moral turpitude, fraud or

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    misrepresentation,
(f) the failure of the Participant to perform duties consistent with a
commercially reasonable standard of care or (g) any gross negligence or willful
misconduct of the Participant resulting in a loss to the Company.

     

    (h)           “Change in Control” shall mean
the occurrence of:

     

    (i) (A)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the Shares would be
converted into cash, securities or other property other than a consolidation or
merger in which holders of the total voting power in the election of directors
of the Company of Shares outstanding (exclusive of shares held by the Company’s
Affiliates) (the “Total Voting
Power”) immediately prior to the consolidation or merger will have the
same proportionate ownership of the total voting power in the election of
directors of the surviving corporation immediately after the consolidation or
merger, or (B) any sale, leases, exchange or other transfer (in one transaction
or a series of transactions) of all or substantially all the assets of the
Company; provided, however,
that with respect to Awards granted before November 16, 2007, a “Change
in Control” shall be deemed to occur upon the approval of the shareholders of
the Company (or if such approval is not required, the approval of the Board) of
any of the transactions set forth in clauses (A) or (B) above of this
sup-paragraph (i);

    


    (ii) any
“person” (as defined in Section 13(d) of the Act) other than the Company, its
Affiliates or an employee benefit plan or trust maintained by the Company or its
affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the
Act), directly or indirectly, of more than 20% of the Total Voting Power;
or

    


    (iii) at
any time during a period of two consecutive years, individuals who at the
beginning of such period constituted the Board ceasing for any reason to
constitute at least a majority thereof, unless the election by the Company's
shareholders of each new director during such two-year period was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such two-year period.

    


    (i)          “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.

     

    (j)          “Committee” shall mean the
Compensation and Benefits Committee of the Board or such other committee as may
be designated by the Board.

     

    (k)         “Company” shall mean The
Brink’s Company.

     

    
      (l)          “Company Deferred Compensation
Program” shall mean The Brink’s Company Key Employees’ Deferred
Compensation Program, as amended from time to time.

    

    


    
      
        
           


        

        
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    (m)          “Executive Group” shall mean
every person who is expected by the Committee to be both (i) a “covered
employee” as defined in Section 162(m) of the Code as of the end of the taxable
year in which payment of the Award may be deducted by the Company, and (ii) the
recipient of compensation of more than $1,000,000 (as such number appearing in
Section 162(m) of the Code may be adjusted by any subsequent legislation) for
that taxable year.

     

    (n)           “Fair Market Value” shall mean
with respect to Shares, the average of the high and low quoted sale prices of a
share of such common stock on the date in question (or, if there is no reported
sale on such date, on the last preceding date on which any reported sale
occurred) on the New York Stock Exchange Composite Transactions Tape or with
respect to any property other than Shares, the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Committee.

     

    (o)           “Incentive Stock Option” shall
mean an option representing the right to purchase Shares from the Company,
granted under and in accordance with the terms of Section 6, that meets the
requirements of Section 422 of the Code, or any successor provision
thereto.

     

    (p)           “Non-Qualified Stock Option”
shall mean an option representing the right to purchase Shares from the Company,
granted under and in accordance with the terms of Section 6, that is not an
Incentive Stock Option.

     

    (q)    “Option” shall mean an
Incentive Stock Option or a Non-Qualified Stock Option.

     

    (r)     “Other Stock-Based Award” shall
mean any right granted under Section 10.

     

    (s)           “Participant” shall mean an
individual granted an Award under the Plan.

     

    (t)          
“Performance Stock”
shall mean any Share granted under Section 9.

     

    (u)          “Performance Unit” means a
contractual right, granted pursuant to Section 9, that is denominated in
Shares.  Each Performance Unit represents a right to receive the value
of one Share (or a percentage of such value) in cash, Shares or a combination
thereof.  Awards of Performance Units may include the right to receive
dividend equivalents.

     

    (v)          “Plan” shall mean The Brink’s
Company 2005 Equity Incentive Plan (amended and restated as of February 19,
2010).

     

    
      (w)         “Predecessor Plan” shall mean
The Brink’s Company 1988 Stock Option Plan.

    

    


    
      
        
           


        

        
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    (x)           “Restricted Stock” shall mean
any Share granted under Section 8.

     

    (y)           “Restricted Stock Unit” means a
contractual right, granted pursuant to Section 8, that is denominated in
Shares.  Each Restricted Stock Unit represents a right to receive the
value of one Share (or a percentage of such value) in cash, Shares or a
combination thereof.  Awards of Restricted Stock Units may include the
right to receive dividend equivalents.

     

    (z)           “Retirement” shall mean, with
respect to any Participant, any termination of the Participant’s employment on
or after the date on which the Participant has (i) attained age 65 and completed
at least five years of service with the Company or any of its Subsidiaries or
(ii) attained age 55 and completed at least ten years of service with the
Company or any of its Subsidiaries; provided that the
Participant’s employment is not terminated for Cause.

     

    (aa)         “SAR” or “Stock Appreciation Right”
shall mean any right
granted to a Participant pursuant to Section 7 to receive, upon exercise by the
Participant, the excess of (i) the Fair Market Value of one Share on the date of
exercise or at any time during a specified period before the date of exercise
over (ii) the grant price of the right on the date of grant, or if granted
in connection with an outstanding Option on the date of grant of the related
Option, as specified by the Committee in its sole discretion, which, except in
the case of Substitute Awards or in connection with an adjustment provided in
Section 5(d), shall not be less than the Fair Market Value of one Share on such
date of grant of the right or the related Option, as the case may
be.

     

    (bb)        “Shares” shall mean shares of
the common stock of the Company.

     

    (cc)        
“Subsidiary” shall mean
any corporation of which stock representing at least 50% of the ordinary voting
power is owned, directly or indirectly, by the Company.

     

    (dd)       
“Substitute Awards”
shall mean Awards granted in assumption of, or in substitution for, outstanding
awards previously granted by a company acquired by the Company or with which the
Company combines.

     

    SECTION
3.  Eligibility.

     

    (a)           Any
individual who is employed by the Company or any Affiliate, including any
officer-director, shall be eligible to be selected to receive an Award under the
Plan.

     

    (b)           Directors
who are not full-time or part-time officers are not eligible to receive Awards
hereunder.

     

    
      (c)           Holders
of options and other types of Awards granted by a company acquired by the
Company or with which the Company combines are eligible for grant of Substitute
Awards hereunder.

    

     

    


    
      
        
           


        

        
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    SECTION
4.  Administration.

     

    (a)           The
Plan shall be administered by the Committee.  The Committee shall be
appointed by the Board and shall consist of not less than three directors, each
of whom shall be independent, within the meaning of and to the extent required
by applicable rulings and interpretations of the New York Stock Exchange and the
Securities and Exchange Commission, and each of whom shall be a “Non-Employee
Director”, as defined from time to time for purposes of Section 16 of the Act
and the rules promulgated thereunder and shall satisfy the requirements for an
outside director pursuant to Section 162(m) of the Code, and any regulations
issued thereunder.  The Board may designate one or more directors as
alternate members of the Committee who may replace any absent or disqualified
member at any meeting of the Committee.  No member or alternate member
of the Committee shall be eligible, while a member or alternate member, for
participation in the Plan.  The Committee may issue rules and
regulations for administration of the Plan.  It shall meet at such
times and places as it may determine.

     

    (b)           Subject
to the terms of the Plan and applicable law, the Committee shall have full power
and authority to: (i) designate Participants; (ii) determine the type or types
of Awards (including Substitute Awards) to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered by (or with respect
to which payments, rights, or other matters are to be calculated in connection
with) Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, or other Awards, or
canceled, forfeited or suspended, and the method or methods by which Awards may
be settled, exercised, canceled, forfeited or suspended; (vi) determine whether,
to what extent, and under what circumstances cash, Shares, other securities,
other Awards, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (viii) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; and (ix) make
any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.

     

    (c)           All
decisions of the Committee shall be final, conclusive and binding upon all
parties, including the Company, the shareholders and the
Participants.

     

    SECTION
5.  Shares Available
for Issuance.

     

    
      (a)           Subject
to all of the provisions of this Section 5, the number of Shares available for
issuance under the Plan as of December 31, 2009, after taking 

       

       

       

      
        
          
          

        

        
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      into
account shares issued as of December 31, 2009, shall be 5,648,818 Shares (the
“Maximum
Share Limit”).

    

     

    
      (i)            
Any Shares covered by an Award other than Options and SARs shall be counted
against the Maximum Share Limit as two Shares for every one Share covered by the
Award. 

       

    

    (ii)           
Each SAR shall be counted against the Maximum Share Limit as one Share,
regardless of whether a Share is used to settle the SAR upon
exercise. 

     

    (iii)           Notwithstanding
the foregoing and subject to adjustment as provided in Section 5(d), no
Participant may receive Options and SARs under the Plan in any calendar year
that relate to more than 400,000 Shares.

     

    (iv)           In
addition, subject to approval of the Company Deferred Compensation Program by
the shareholders of the Company at the 2010 annual meeting, each Unit standing
to the credit of an Employee’s Incentive Account under the Company Deferred
Compensation Program (each such capitalized term as defined under the Company
Deferred Compensation Program) shall be counted against the Maximum Share
Limit.  Units shall be counted against the Maximum Share Limit as two
Shares for every one Unit standing to the credit of an Employee’s Incentive
Account.  Notwithstanding the foregoing, this Section 5(a)(iv) shall
only apply to Units credited to an Employee’s Incentive Account on or after May
7, 2010.

     

    (b)           If,
after the effective date of the Plan, any Shares covered by an Award other than
a Substitute Award, or to which such an Award relates, are forfeited, or if such
an Award otherwise terminates without the delivery of Shares or of other
consideration, then the Shares covered by such Award, or to which such Award
relates, to the extent of any such forfeiture or termination, shall again be, or
shall become, available for issuance under the Plan.  For purposes of
this Section 5(b), awards under the Predecessor Plan shall be considered
Awards.

     

    (c)           Any
Shares delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or Shares acquired by the Company.

     

    (d)           In
the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Shares or other securities),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Shares
or other securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar corporate
transaction or event affects the Shares such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the

     

    


    
      
        
           


        

        
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    benefits
or potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities) which thereafter may be
made the subject of Awards, including the aggregate and individual limits
specified in Section 5(a) and Section 9(d), (ii) the number and type of Shares
(or other securities) subject to outstanding Awards, and (iii) the grant,
purchase, or exercise price with respect to any Award or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award; provided, however, that the
number of Shares subject to any Award denominated in Shares shall always be a
whole number.

     

    (e)           Shares
underlying Substitute Awards shall not reduce the number of Shares remaining
available for issuance under the Plan.

     

    SECTION
6.  Options.

     

    The
Committee is hereby authorized to grant Options to Participants with the
following terms and conditions and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the Committee
shall determine:

     

    (a)           The
purchase price per Share under an Option shall be determined by the Committee;
provided, however, that, except in the
case of Substitute Awards, such purchase price shall not be less than the Fair
Market Value of a Share on the date of grant of such Option.

     

    (b)           The
term of each Option shall be fixed by the Committee but shall not exceed 6 years
from the date of grant thereof.

     

    (c)           The
Committee shall determine the time or times at which an Option may be exercised
in whole or in part;
provided, however, that, except in the
event of a Change in Control, an Option shall not be exercisable before the
expiration of one year from the date the Option is granted.

     

    (d)           The
Committee shall determine the method or methods by which, and the form or forms,
including, without limitation, cash, Shares, other Awards, or any combination
thereof, having a Fair Market Value on the exercise date equal to the relevant
exercise price, in which, payment of the exercise price with respect thereto may
be made or deemed to have been made.

     

    (e)           The
terms of any Incentive Stock Option granted under the Plan shall comply in all
respects with the provisions of Section 422 of the Code, or any successor
provision thereto, and any regulations promulgated thereunder.

     

    (f)           
Options shall not be granted under the Plan in consideration for and shall not
be conditioned upon the delivery of Shares to the Company in payment of the
exercise price and/or tax withholding obligation under any other employee stock
option.

     

    


    
      
        
           


        

        
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    (g)           Section
11 sets forth certain additional provisions that shall apply to
Options.

     

    SECTION
7. Stock Appreciation
Rights.

     

    (a)           The
Committee is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with
terms and conditions as the Committee shall determine not inconsistent with the
provisions of the Plan.

     

    (b)           SARs
may be granted hereunder to Participants either alone (“freestanding”) or in addition
to other Awards granted under the Plan (“tandem”) and may, but need
not, relate to a specific Option granted under Section 6.

     

    (c)           Any
tandem SAR related to an Option may be granted at the same time such Option is
granted or at any time thereafter before exercise or expiration of such
Option.  In the case of any tandem SAR related to any Option, the SAR
or applicable portion thereof shall not be exercisable until the related Option
or applicable portion thereof is exercisable and shall terminate and no longer
be exercisable upon the termination or exercise of the related Option, except
that a SAR granted with respect to less than the full number of Shares covered
by a related Option shall not be reduced until the exercise or termination of
the related Option exceeds the number of Shares not covered by the
SAR.  Any Option related to any tandem SAR shall no longer be
exercisable to the extent the related SAR has been exercised.

     

    (d)     A
freestanding SAR shall not have a term of greater than 6 years or, unless it is
a Substitute Award, an exercise price less than 100% of Fair Market Value of the
Share on the date of grant and, except in the event of a Change in Control,
shall not be exercisable before the expiration of one year from the date the SAR
is granted.

     

    (e)     Section 11
sets forth certain additional provisions that shall apply to SARs.

     

    SECTION
8.  Restricted Stock
and Restricted Stock Units.

     

    (a)          
The Committee is hereby authorized to grant Awards of Restricted Stock and
Restricted Stock Units to Participants.

     

    (b)          
Shares of Restricted Stock and Restricted Stock Units shall be subject to such
restrictions as the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right), which restrictions may lapse separately or
in combination at such time or times, in such installments or otherwise,
as the Committee may deem appropriate; provided, however, that
subject to Section 12(g), Restricted Stock and Restricted Stock Units shall have
a vesting period of not less than one year.

     

    


    
      
        
           


        

        
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    (c)          
Any Share of Restricted Stock granted under the Plan may be evidenced in such
manner as the Committee may deem appropriate including, without limitation,
book-entry registration or issuance of a stock certificate or
certificates.  In the event any stock certificate is issued in respect
of Shares of Restricted Stock granted under the Plan, such certificate 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.

     

    (d)          
The Committee may in its 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 restrictions
with respect to Shares of Restricted Stock and Restricted Stock Units; provided, that the Committee
may not waive the restriction in the proviso of Section 8(b).

     

    (e)          
If the Committee intends that an Award granted under this Section 8, shall
constitute or give rise to “qualified performance based compensation” under
Section 162(m) of the Code, such Award may be structured in accordance with the
requirements of Section 9, including the performance criteria set forth therein,
and any such Award shall be considered an Award of Performance Stock or
Performance Units, as applicable, for purposes of the Plan.

     

    (f)           
Section 11 sets forth certain additional provisions that shall apply to
Restricted Stock and Restricted Stock Units.

     

    SECTION
9.  Performance
Stock and Performance Units.

     

    (a)           The
Committee is hereby authorized to grant Awards of Performance Stock and
Performance Units to Participants.

     

    (b)           Subject
to the terms of the Plan, Shares of Performance Stock and Performance Units
shall be subject to such restrictions as the Committee may impose (including,
without limitation, any limitation on the right to vote a Share of Performance
Stock or the right to receive any dividend or other right), which restrictions
may lapse, in whole or in part, upon the achievement of such performance goals
during such performance periods as the Committee shall
establish.  Subject to the terms of the Plan, the performance goals to
be achieved during any performance period, the length of any performance period,
the number of Shares subject to any Award of Performance Stock or Performance
Units shall be determined by the Committee; provided, however, that subject to
Section 12(g), the performance period relating to Performance Stock and
Performance Units shall be at least one year.

     

    (c)           Any
Share of Performance Stock granted under the Plan may be evidenced in such
manner as the Committee may deem appropriate including, without limitation,
book-entry registration or issuance of a stock certificate or
certificates.  In the event any stock certificate is issued in respect
of Shares of Performance Stock granted under the Plan, such certificate shall be
registered in 

     

    


    
      
        
           


        

        
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    the name
of the Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Performance Stock.

     

    (d)           Every
Award of Performance Stock and every Award of Performance Units to a member of
the Executive Group shall, if the Committee intends that such Award should
constitute “qualified performance-based compensation” for purposes of Section
162(m) of the Code, include a pre-established formula, such that payment,
retention or vesting of the Award is subject to the achievement during a
performance period or periods, as determined by the Committee, of a level or
levels, as determined by the Committee, of one or more performance measures with
respect to the Company, any Subsidiary and/or any business unit of the Company
or any Subsidiary, including without limitation the following: (i) net income,
(ii) operating income, (iii) return on net assets, (iv) revenue growth, (v)
total shareholder return, (vi) earnings per share, (vii) return on equity,
(viii) net revenue per employee, (ix) market share, (x) return on capital and/or
economic value added (or equivalent metric), or (xi) cash flow and/or free cash
flow (before or after dividends); each as determined in accordance with
generally accepted accounting principles, where applicable, as consistently
applied by the Company and, if so determined by the Committee prior to the
release or forfeiture of the Shares of Performance Stock or the expiration of
the Award of Performance Units (as applicable), adjusted, to the extent
permitted under Section 162(m) of the Code if the Committee intends the Award of
Performance Stock or Performance Units to continue to constitute “qualified
performance-based compensation” under Section 162(m) of the Code, to omit the
effects of extraordinary items, the gain or loss on the disposal of a business
segment, unusual or infrequently occurring events and transactions, accruals for
awards under the Plan and cumulative effects of changes in accounting
principles.  Performance measures may vary from Performance Stock
Award to Performance Stock Award, Performance Unit Award to Performance Unit
Award and from Participant to Participant and may be established on a
stand-alone basis, in tandem or in the alternative.  Performance
measures may be expressed on an absolute basis or on a relative basis against a
peer group or an index.  For any Award subject to any such pre-established
formula, the maximum number of Shares subject to any such Award granted in any
year shall be 400,000, subject to adjustment as provided in Section
5(d).  Notwithstanding any provision of the Plan to the contrary, the
Committee shall not be authorized to increase the number of Shares subject to
any Award to which this Section 9(d) applies upon attainment of such
pre-established formula.

     

    (e)           Section
11 sets forth certain additional provisions that shall apply to Performance
Stock and Performance Units.

     

    SECTION
10.  Other
Stock-Based Awards.

     

    The
Committee is hereby authorized to grant to Participants such other Awards
(including, without limitation, rights to dividends and dividend equivalents)
that are denominated or payable in, valued in whole or in part by 

     

    


    
      
        
           


        

        
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    reference
to, or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares) as are deemed by the Committee to be
consistent with the purposes of the Plan.  Subject to the terms of the
Plan, the Committee shall determine the terms and conditions of such
Awards.  Shares or other securities delivered pursuant to a purchase
right granted under this Section 10 shall be purchased for such consideration,
which may be paid by such method or methods and in such form or forms,
including, without limitation, cash, Shares, other securities, other Awards, or
any combination thereof, as the Committee shall determine, the value of which
consideration, as established by the Committee, shall, except in the case of
Substitute Awards, not be less than the Fair Market Value of such Shares or
other securities as of the date such purchase right is granted.

     

    SECTION
11.  Effect of
Termination of Employment on Awards.

     

    Except as
otherwise provided by the Committee at the time an Option, SAR, Restricted
Stock, Restricted Stock Unit, Performance Stock or Performance Unit is granted
or in any amendment thereto, if a Participant ceases to be employed by the
Company or any Affiliate, then:

     

    (a)           with
respect to an Option or SAR:

     

    (i)           subject
to Section 11(a)(ii), if termination is by reason of the Participant’s
Retirement or by reason of the Participant’s permanent and total disability,
each Option and SAR held by the Participant shall continue to remain outstanding
and shall become or remain exercisable and in full force and effect in
accordance with its terms until the expiration date of the Award;

     

    (ii)           if
termination is by reason of the death of the Participant, or if the Participant
dies after Retirement or permanent and total disability as referred to in
Section 11(a)(i), each Option and SAR held by the Participant shall become fully
exercisable at the time of the Participant’s death (or, if later, at the time of
the one year anniversary of the Option or SAR grant date (as applicable)) and
may be exercised by the Participant’s Beneficiary at any time within a period of
three years after death (but not after the expiration date of the
Award);

     

    (iii)           if
termination of employment is for any reason other than as provided in Section
11(a)(i) or (ii), the Participant may exercise each Option and SAR held by the
Participant within 90 days after such termination (but not after the expiration
date of such Award) to the extent such Award was exercisable pursuant to its
terms at the date of termination; provided, however, if the Participant
should die within 90 days after such termination, each Option and SAR held by
the Participant may be exercised by the Participant’s Beneficiary at any time
within a period of
one year after death (but not after the expiration date of the


    


    
      
        
           


        

        
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    Award) to the extent such
Award was exercisable pursuant to its terms at the date of
termination;

     

    (b)           with
respect to Restricted Stock and Restricted Stock Units:

     

    (i)           subject
to Section 11(b)(ii), if termination is by reason of the Participant’s
Retirement or permanent and total disability, each Restricted Stock Award and
Restricted Stock Unit Award held by the Participant shall continue to remain
outstanding and in full force and effect and any restrictions with respect to
such Restricted Stock Award or Restricted Stock Unit Award (as applicable) shall
lapse in accordance with the terms of the Award;

     

    (ii)           if
termination is by reason of the Participant’s death, or if the Participant dies
after Retirement or permanent and total disability as referred to in Section
11(b)(i), any and all restrictions with respect to each Restricted Stock Award
and Restricted Stock Unit Award held by the Participant shall lapse at the time
of the Participant’s death (or, if later, at the time of the one year
anniversary of the Restricted Stock Award or Restricted Stock Unit Award (as
applicable) grant date);

     

    (iii)           if
termination of employment is by reason other than as provided in Section
11(b)(i) or (b)(ii), any Restricted Stock Award and Restricted Stock Unit Award
held by the Participant that remains subject to restrictions shall be canceled
as of such termination of employment and shall have no further force or
effect;

     

    (c)           with
respect to Performance Stock and Performance Units:

     

    (i)           if
termination is by reason of the Participant’s Retirement or permanent and total
disability, each Performance Stock Award and Performance Unit Award held by the
Participant shall remain outstanding and in full force and effect and any
restrictions with respect to such Performance Stock Award or Performance Unit
Award (as applicable) shall lapse in accordance with the terms of the Award
regardless of whether the Participant dies during such period;

     

    (ii)           if
termination of employment occurs prior to the expiration of any performance
period applicable to a Performance Stock Award or Performance Unit Award (as
applicable) and such termination is by reason of the Participant’s death, the
Participant’s Beneficiary shall be entitled to receive following the expiration
of such performance period, a pro-rata portion of the number of Shares subject
to the Performance Stock Award or Performance Unit Award (as applicable) with
respect to which the restrictions would have otherwise lapsed notwithstanding
the Participant’s death, determined based on the number of days in the
performance period that
shall have elapsed prior to such termination and the remainder of such


     

    


    
      
        
           


        

        
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    Performance Stock Award or
Performance Unit Award (as applicable) shall be canceled; and

     

    (iii)           if
termination of employment occurs prior to the expiration of any performance
period applicable to a Performance Stock Award or Performance Unit Award and
such termination is for any reason other than as provided in Section 11(c)(i) or
(ii), any Performance Stock Award and any Award of Performance Units held by the
Participant shall be canceled as of such termination of employment and shall
have no further force or effect.

     

    SECTION
12.  General
Provisions Applicable to Awards.

     

    (a)           Awards
shall be granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law.

     

    (b)           Awards
may, in the discretion of the Committee, be granted either alone or in addition
to or in tandem with any other Award or any award granted under any other plan
of the Company.  Awards granted in addition to or in tandem with other
Awards, or in addition to or in tandem with awards granted under any other plan
of the Company, may be granted either at the same time as or at a different time
from the grant of such other Awards or awards.

     

    (c)           Subject
to the terms of the Plan, payments or transfers to be made by the Company upon
the grant, exercise or payment of an Award may be made in the form of cash,
Shares, other securities or other Awards, or any combination thereof, as
determined by the Committee in its discretion at the time of grant, and may be
made in a single payment or transfer, in installments, or on a deferred basis,
in each case in accordance with rules and procedures established by the
Committee.  Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on installment or
deferred payments or the grant or crediting of dividend equivalents in respect
of installment or deferred payments.

     

    (d)           No
Award and no right under any Award shall be assignable, alienable, saleable or
transferable by a Participant otherwise than by will or pursuant to Section
12(e).  Each Award, and each right under any Award, shall be
exercisable during the Participant’s lifetime only by the Participant or, if
permissible under applicable law, by the Participant’s guardian or legal
representative.  The provisions of this paragraph shall not apply to
any Award which has been fully exercised, earned or paid, as the case may be,
and shall not preclude forfeiture of an Award in accordance with the terms
thereof.

     

    (e)           A
Participant may designate a Beneficiary or change a previous beneficiary
designation at such times prescribed by the Committee by using forms and
following procedures approved or accepted by the Committee for that
purpose.  If no Beneficiary designated by the Participant is eligible
to receive 

     

    


    
      
        
           


        

        
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    payments or
other benefits or exercise rights that are available under the Plan at the
Participant’s death, the Beneficiary shall be the Participant’s
estate.

     

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

     

    (g)           Unless
specifically provided to the contrary in any Award Agreement, upon a Change in
Control, all Awards shall become fully exercisable, shall vest and shall be
settled, as applicable, and any restrictions applicable to any Award shall
automatically lapse.  Notwithstanding the foregoing, upon a Change in
Control, Performance Stock Awards and Performance Unit Awards shall be
considered to be earned at their target level; any restrictions with respect to
the target number of Shares subject to a Performance Stock Award and Performance
Unit Award shall lapse and any remaining Shares subject to such Performance
Stock Award and Performance Unit Award shall be cancelled and shall have no
further force or effect.

     

    SECTION
13.  Amendments and
Termination.

     

    (a)           Except
to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan, the Board may amend, alter,
suspend, discontinue, or terminate the Plan or any portion thereof at any time;
provided, however, that
no such amendment, alteration, suspension, discontinuation or termination shall
be made without (i) shareholder approval if such approval is required by the
listed company rules of the New York Stock Exchange or (ii) the consent of the
affected Participant, if such action would adversely affect the rights of such
Participant under any outstanding Award, except to the extent any such
amendment, alteration, suspension, discontinuance or termination is made to
cause the Plan to comply with applicable law, stock exchange rules and
regulations or accounting or tax rules and
regulations.  Notwithstanding anything to the contrary herein, the
Committee may amend the Plan in such manner as may be necessary to enable the
Plan to achieve its stated purposes in any jurisdiction in a tax-efficient
manner and in compliance with local rules and regulations.

     

    (b)           The
Committee may waive any conditions or rights under, amend any terms of, or
amend, alter, suspend, discontinue or terminate, any Award theretofore granted,
prospectively or retroactively, without the consent of any relevant Participant
or holder or beneficiary of an Award, provided, however, that no
such action shall impair the rights of any affected Participant or holder or
beneficiary under any Award theretofore granted under the Plan, except to the



    
      
        
           


        

        
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    extent
any such action is made to cause the Plan to comply with applicable law, stock
exchange rules and regulations or accounting or tax rules and regulations; and
provided further that,
except as provided in Section 5(d), no such action shall directly or indirectly,
through cancellation and regrant or any other method, reduce, or have the effect
of reducing, the exercise price of any Award established at the time of grant
thereof and provided
further, that the Committee’s authority under this Section 13(b) is
limited in the case of Awards subject to Section 9(d), as set forth in Section
9(d).

     

    (c)           Except
as noted in Section 9(d), the Committee shall be authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards in
recognition of events (including, without limitation, the events described in
Section 5(d)) affecting the Company, or the financial statements of the Company,
or of changes in applicable laws, regulations or accounting principles, whenever
the Committee determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan.

     

    (d)           The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

     

    SECTION
14.  Miscellaneous.

     

    (a)           No
employee, Participant or other person shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
employees, Participants, or holders or beneficiaries of Awards under the
Plan.  The terms and conditions of Awards need not be the same with
respect to each recipient.

     

    (b)           The
Company shall be authorized to withhold from any Award granted or any payment
due or transfer made under any Award or under the Plan or from any compensation
or other amount owing to a Participant the amount (in cash, Shares, other
securities or other Awards) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action (including, without limitation, providing for elective
payment of such amounts in cash or Shares by the Participant) as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.

     

    (c)           Nothing
contained in the Plan shall prevent the Company from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases. 


     

    (d)           The
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or any
Affiliate.   Further, 

     

    


    
      
        
           


        

        
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    the
Company or the applicable Affiliate may at any time dismiss a Participant from
employment, free from any liability, or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement or in any
other agreement binding the parties.  The receipt of any Award under
the Plan is not intended to confer any rights on the receiving Participant
except as set forth in such Award.

     

    (e)           If
any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction, or as to any person or Award, 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 so construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan
or the Award, such provision shall be stricken as to such jurisdiction, person
or Award, and the remainder of the Plan and any such Award shall remain in full
force and effect.

     

    (f)           Neither
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company and a
Participant or any other person.  To the extent that any person
acquires a right to receive payments from the Company pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

     

    (g)           No
fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash or other securities shall
be paid or transferred in lieu of any fractional Shares, or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

     

    SECTION
15.  Effective Date
of the Plan.

     

    The Plan
initially became effective as of the date of its approval by the shareholders of
the Company on May 6, 2005.

     

    SECTION
16.  Term of the
Plan.

     

    No Award
shall be granted under the Plan after the date of the annual shareholders
meeting in the tenth year after the effective date of the
Plan.  However, unless otherwise expressly provided in the Plan or in
an applicable Award Agreement, any Award theretofore granted may extend beyond
such date, and the authority of the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall
extend beyond such date.

     

    
      


    

    
      
        
           


        

        
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      SECTION
17.  Section 409A of
the Code.

       

      (a)           With
respect to Awards subject to Section 409A of the Code (including Awards of
Restricted Stock Units held by Participants who are or who may become eligible
for Retirement during the term of the Award), the Plan is intended
to comply with the requirements of Section 409A of the Code, and the provisions
of the Plan and any Award Agreement shall be interpreted in a manner that
satisfies the requirements of Section 409A of the Code, and the Plan shall be
operated accordingly.  If any provision of the Plan or any term or
condition of any Award would otherwise frustrate or conflict with this intent,
the provision, term or condition will be interpreted and deemed amended so as to
avoid this conflict.

    

     

    (b)           With
respect to Awards subject to Section 409A of the Code (including Awards of
Restricted Stock Units held by Participants who are or who may become eligible
for Retirement during the term of the Award), notwithstanding Section 12(g) and
unless specifically provided to the contrary in the applicable Award Agreement,
in the event of a Change in Control, this paragraph 17(b) shall apply and shall
supersede the provisions of Section 12(g) to the extent inconsistent
therewith.

     

    (i)           If
at the time of such Change in Control, the transaction(s) constituting such
Change in Control do not constitute a change in the ownership or effective
control of a corporation, or change in the ownership of a substantial portion of
the assets of a corporation, as such terms are defined for purposes of Section
409A of the Code, any portion of the Award as to which the settlement date has
not theretofore occurred shall remain outstanding and shall be settled on the
applicable date(s) as specified in the Award Agreement.

     

    (ii)           If
the provisions of Section 17(b)(i) are invoked such that a Change in Control
occurs and any portion of the Award continues to be outstanding thereafter, the
value of the Award that remains outstanding shall be determined based on the
value per common share of the Company implied by the Change in Control
transaction and such value shall be paid in cash without interest on the
applicable settlement date(s) for such Award, as specified in the Award
Agreement.

     

    (c)           With
respect to Awards subject to Section 409A of the Code (including Awards of
Restricted Stock Units held by Participants who are or who may become eligible
for Retirement during the term of the Award), if, at the time of the
Participant’s separation from service (within the meaning of Section 409A of the
Code), (i) the Participant shall be a specified employee (within the meaning of
Section 409A of the Code and using the identification methodology selected by
the Company from time to time) and (ii) the Company shall make a good faith
determination that an amount payable pursuant to an Award Agreement constitutes
deferred compensation (within the meaning of Section 409A of the Code) the
payment of which is required to be delayed pursuant to the six-month


     

    


    
      
        
           


        

        
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    delay rule set forth in
Section 409A of the Code in order to avoid taxes or penalties under Section 409A
of the Code, then the Company (or an Affiliate, as applicable) shall not pay any
such amount on the otherwise scheduled payment date but shall instead accumulate
such amount and pay it, without interest, on the first day of the seventh month
following such separation from service.

     

    (d)           With
respect to Awards subject to Section 409A of the Code (including Awards of
Restricted Stock Units held by Participants who are or who may become eligible
for Retirement during the term of the Award), neither the Participant nor any
creditor or beneficiary of the Participant shall have the right to subject any
deferred compensation (within the meaning of Section 409A of the Code) payable
under the Award Agreement to any anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment.  Except as
permitted under Section 409A of the Code, any deferred compensation (within the
meaning of Section 409A of the Code) payable to or for the benefit of a
Participant pursuant to an Award Agreement may not be reduced by, or offset
against, any amount owing by the Participant to the Company (or an Affiliate, as
applicable).

     

    


    


    


    
      
        
           


        

        
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