**Exhibit 10.1**

 

**1996 STOCK INCENTIVE PLAN, AS AMENDED**

Table of Contents

 
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| 1.     | Purpose                                                                                                               |
|   |                                                                                                                  |
| 2      | Definitions                                                                                                           |
|   |                                                                                                                  |
| 3.     | Shares and Performance Units Available  under the Plan                                                                |
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| 4.     | Option Rights                                                                                                         |
|   |                                                                                                                  |
| 5.     | Appreciation  Rights                                                                                                  |
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| 6.     | Restricted Shares                                                                                                     |
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| 7.     | Deferred Shares                                                                                                       |
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| 8.     | Performance  Shares and Performance Units.                                                                            |
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| 9.     | Transferability                                                                                                       |
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| 10.    | Adjustments                                                                                                           |
|   |                                                                                                                  |
| 11.    | Fractional Shares                                                                                                     |
|   |                                                                                                                  |
| 12.    | Withholding Taxes                                                                                                     |
|   |                                                                                                                  |
| 13.    | Participation by Directors,  Officers and Other Key Employees of or Consultants to a Less-Than-80-Percent  Subsidiary |
|   |                                                                                                                  |
| 14.    | Certain Terminations  of Employment, Hardship and Approved Leaves of Absence                                          |
|   |                                                                                                                  |
| 15.    | Foreign  Participants                                                                                                 |
|   |                                                                                                                  |
| 16.    | Administration of the Plan                                                                                            |
|   |                                                                                                                  |
| 17.    | Amendments and Other  Matters                                                                                         |

 

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**1996STOCK INCENTIVE PLAN, AS AMENDED**

 

1.             *Purpose**.*  The purpose of this Plan isto attract and retain directors, officers and other key employees of andconsultants to ebix.com, Inc. (the “Corporation”) and its Subsidiaries andto provide such persons with incentives and rewards for superior performance.

 

2.             *Definitions**.*   (a) As used inthis Plan:

* *

*“AppreciationRight”*   means a right granted pursuant to Section 5 of thisPlan, including a Free-Standing Appreciation Right and a Tandem AppreciationRight.

* *

*“BasePrice”*   means the price to be used as the basis fordetermining the Spread upon the exercise of a Free-Standing Appreciation Right.

* *

*“Board”*   meansthe Board of Directors of the Corporation.

* *

*“Code”*   meansthe Internal Revenue Code of 1986, as amended from time to time.

* *

*“Committee”*   means a committee of not less than two “Non-EmployeeDirectors” (as defined in Rule 16b-3(b)(3)(i) under Section16(b) of the Exchange Act) appointed by and serving at the pleasure of theBoard.

* *

*“CommonShares”*   means (i) shares of theCommon Stock, par value $.10 per share, of the Corporation and (ii) anysecurity into which Common Shares may be converted by reason of any transactionor event of the type referred to in Section 10 of this Plan.

* *

*“Date ofGrant”*   means the date specified by the Board on which agrant of Option Rights, Appreciation Rights or Performance Shares orPerformance Units or a grant or sale of Restricted Shares or Deferred Sharesshall become effective, which shall not be earlier than the date on which theBoard takes action with respect thereto.

* *

*“DeferralPeriod”*   means the period of time duringwhich Deferred Shares are subject to deferral limitations under Section 7 ofthis Plan.

* *

*“DeferredShares”*   means an award pursuant to Section7 of this Plan of the right to receive Common Shares at the end of a specifiedDeferral Period.

* *

*“ExchangeAct”*   means the Securities Exchange Act of 1934, as amendedfrom time to time.

* *

*“Free-StandingAppreciation Right”*   means an Appreciation Rightgranted pursuant to Section 5 of this Plan that is not granted in tandem withan Option Right or similar right.

* *

*“IncentiveStock Option”*   means an Option Right that isintended to qualify as an “incentive stock option” under Section 422 of theCode or any successor provision thereto.

* *

*“Less-Than-80-PercentSubsidiary”*   means a Subsidiary with respect towhich the Corporation directly or indirectly owns or controls less than 80percent of the total combined voting or other decision-making power.

* *

*“ManagementObjectives”*   means the achievement orperformance objectives established pursuant to this Plan for Participants whohave received grants of Performance Shares or Performance Units or, when sodetermined by the Board, Restricted Shares.

 

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*“MarketValue per Share”*   means the fair market value of theCommon Shares as determined by the Board from time to time.

* *

*“NonqualifiedOption”*   means an Option Right that is notintended to qualify as a Tax-Qualified Option.

* *

*“Optionee”*   means the person so designated in an agreementevidencing an outstanding Option Right.

* *

*“OptionPrice”*   means the purchase price payable upon the exercise ofan Option Right.

* *

*“OptionRight”*   means the right to purchase Common Shares from theCorporation upon the exercise of a Nonqualified Option or a Tax-QualifiedOption granted pursuant to Section 4, or a Replacement Option Right grantedpursuant to Section 17(c), of this Plan.

* *

*“Participant”*   means a person who is selected by the Board toreceive benefits under this Plan and (i) is at that time a director or anofficer (including officers who are also directors) or other key employee of ora consultant to the Corporation or any Subsidiary or (ii) has agreed tocommence serving in any such capacity.

* *

*“PerformancePeriod”*   means, in respect of a PerformanceShare or Performance Unit, a period of time established pursuant to Section 8of this Plan within which the Management Objectives relating thereto are to beachieved.

* *

*“PerformanceShare”*   means a bookkeeping entry that records the equivalentof one Common Share awarded pursuant to Section 8 of this Plan.

* *

*“PerformanceUnit”*   means a bookkeeping entry that records a unitequivalent to $1.00 awarded pursuant to Section of this Plan.

* *

*“ReplacementOption Right”*   means as Option Right grantedpursuant to Section 17(c) of this Plan in exchange for the surrender andcancellation of an option to purchase shares of another corporation that isacquired by the Corporation or a Subsidiary by merger or otherwise.

* *

*“RestrictedShares”*   means Common Shares granted orsold pursuant to Section 6 of this Plan as to which neither the substantialrisk of forfeiture nor the restrictions on transfer referred to in Section 6hereof has expired.

* *

*“Spread”*   means,in the case of a Free-Standing Appreciation Right, the amount by which theMarket Value per Share on the date when the Appreciation Right is exercisedexceeds the Base Price specified therein or, in the case of a TandemAppreciation Right, the amount by which the Market Value per Share on the datewhen the Appreciation Right is exercised exceeds the Option Price specified inthe related Option Right.

* *

*“Subsidiary”*   means a corporation, partnership, joint venture,unincorporated association or other entity in which the Corporation has adirect or indirect ownership or other equity interest; *provided, however,*forpurposes of determining whether any person may be a Participant for purposes ofany grant of Incentive Stock Options, “Subsidiary” means any corporation inwhich the Corporation owns or controls directly or indirectly more than 50percent of the total combined voting power represented by all classes of stockissued by such corporation at the time of the grant.

 

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*“TandemAppreciation Right”*   means an Appreciation Rightgranted pursuant to Section 5 of this Plan that is granted in tandem with anOption Right or any similar right granted under any other plan of theCorporation.

* *

*“Tax-QualifiedOption”*   means an Option Right that isintended to qualify under particular provisions of the Code, including but notlimited to an Incentive Stock Option.

 

3.             *Shares and Performance Units Available under thePlan.***   (a) Subject toadjustment as provided in Section 10 of this Plan, the aggregate number ofCommon Shares covered by outstanding awards, except Replacement Option Rights,granted under this Plan and issued or transferred upon the exercise or paymentthereof, and the aggregate number of Performance Units granted under this Plan,shall not exceed 6,700,000. Common Shares issued or transferred under this Planmay be Common Shares of original issuance or Common Shares held in treasury ora combination thereof.

 

(b)           Subject toadjustment as provided in Section 10 of this Plan, the aggregate number ofCommon Shares covered by Replacement Option Rights granted under this Planduring any calendar year shall not exceed five percent of the Common Sharesoutstanding on January 1 of that year.

 

(c)           For the purposes ofthis Section 3:

 

(i)            Upon payment in cash of the benefitprovided by any award granted under this Plan, any Common Shares that werecovered by that award shall again be available for issuance or transferhereunder.

 

(ii)           Common Shares covered by any awardgranted under this Plan shall be deemed to have been issued or transferred, andshall cease to be available for future issuance or transfer in respect of anyother award granted hereunder, at the earlier of the time when they areactually issued or transferred or the time when dividends or dividendequivalents are paid thereon; *provided, however,*that Restricted Sharesshall be deemed to have been issued or transferred at the earlier of the timewhen they cease to be subject to a substantial risk of forfeiture or the timewhen dividends are paid thereon.

 

(iii)          Performance Units that are grantedunder this Plan, but are not earned by the Participant at the end of thePerformance Period, shall be available for future grants of Performance Unitshereunder.

 

(d)           Subject toadjustment as provided in Section 10 of this Plan, the maximum number ofshares of Common Stock that may be covered by Option Rights, AppreciationRights, Restricted Shares, Deferred Shares and Performance Shares, in theaggregate, granted to any one Participant during any calendar year shall be1,000,000 shares.

 

4.             *Option Rights**. *TheBoard may from time to time authorize grants to Participants of Option Rightsupon such terms and conditions as the Board may determine in accordance withthe following provisions:

 

(a)           Each grant shallspecify the number of Common Shares to which it pertains.

 

(b)           Each grant shallspecify an Option Price per Common Share, which shall be equal to or greaterthan the Market Value per Share on the Date of Grant; *provided, however,*that

 

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the Option Price per Common Share of aReplacement Option Right may be less that the Market Value per Share on theDate of Grant.

 

(c)           Each grant shallspecify the form of consideration to be paid in satisfaction of the OptionPrice and the manner of payment of such consideration, which may include(i) cash in the form of currency or check or other cash equivalentacceptable to the Corporation, (ii) nonforfeitable, unrestricted CommonShares that are already owned by the optionee and have a value at the time ofexercise that is equal to the Option Price, (iii) any other legalconsideration that the Board may deem appropriate, including but not limited toany form of consideration authorized under Section (d) below, on suchbasis as the Board may determine in accordance with this Plan and (iv) anycombination of the foregoing.

 

(d)           On or after the Dateof Grant of any Nonqualified Option, the Board may determine that payment ofthe Option Price may also be made in whole or in part in the form of RestrictedShares or other Shares that are subject to risk of forfeiture or restrictionson transfer. Unless otherwise determined by the Board on or after the Date ofGrant, whenever any Option Price is paid in whole or in part by means of any ofthe forms of consideration specified in this Section 4(d), the Common Sharesreceived by the Optionee upon the exercise of the Nonqualified Option shall besubject to the same risks of forfeiture or restrictions on transfer as thosethat applied to the consideration surrendered by the optionee; *provided,however,*that such risks of forfeiture and restrictions on transfershall apply only to the same number of Common Shares received by the optioneeas applied to the forfeitable or restricted Common Shares surrendered by theOptionee.

 

(e)           Any grant mayprovide for deferred payment of the Option Price from the proceeds of salethrough a broker on the date of exercise of some or all of the Common Shares towhich the exercise relates.

 

(f)            Successive grantsmay be made to the same Participant regardless of whether any Option Rightspreviously granted to the Participant remain unexercised.

 

(g)           Each grant mayspecify a period or periods of continuous employment of the Optionee by theCorporation or any Subsidiary that are necessary before the Option Rights orinstallments thereof shall become exercisable, and any grant may provide forthe earlier exercise of the Option Rights in the event of a change in controlof the Corporation or other similar transaction or event.

 

(h)           Option Rightsgranted pursuant to this Section 4 may be Nonqualified Options or Tax-QualifiedOptions or combinations thereof.

 

(i)            On or after theDate of Grant of any Nonqualified Option, the Board may provide for the paymentto the Optionee of dividend equivalents thereon in cash or Common Shares on acurrent, deferred or contingent basis, or the Board may provide that anydividend equivalents shall be credited against the Option Price.

 

(j)            No Option Rightgranted pursuant to this Section 4 may be exercised more than 10 years from theDate of Grant.

 

(k)           Each grant shall beevidenced by an agreement, which shall be executed on behalf of the Corporationby an officer thereof and delivered to and accepted by the Optionee and shallcontain such terms and provisions as the Board may determine consistent withthis Plan.

 

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5.             *Appreciation Rights**.*   TheBoard may also authorize grants to Participants of Appreciation Rights. AnAppreciation Right shall be a right of the Participant to receive from theCorporation an amount, which shall be determined by the Board and shall beexpressed as a percentage (not exceeding 100 percent) of the Spread at the timeof the exercise of an Appreciation Right. Any grant of Appreciation Rightsunder this Plan shall be upon such terms and conditions as the Board maydetermine in accordance with the following provisions:

 

(a)           Any grant mayspecify that the amount payable upon the exercise of an Appreciation Right maybe paid by the Corporation in cash, Common Shares or any combination thereofand may (i) either grant to the Participant or reserve to the Board theright to elect among those alternatives or (ii) preclude the right of theParticipant to receive and the Corporation to issue Common Shares or otherequity securities in lieu of cash.

 

(b)           Any grant mayspecify that the amount payable upon the exercise of an Appreciation Rightshall not exceed a maximum specified by the Board on the Date of Grant.

 

(c)           Any grant mayspecify (i) a waiting period or periods before Appreciation Rights shallbecome exercisable and (ii) permissible dates or periods on or duringwhich Appreciation Rights shall be exercisable.

 

(d)           Any grant may specifythat an Appreciation Right may be exercised only in the event of a change incontrol of the Corporation or other similar transaction or event.

 

(e)           On or after the Dateof Grant of any Appreciation Rights, the Board may provide for the payment to theParticipant of dividend equivalents thereon in cash or Common Shares on acurrent, deferred or contingent basis.

 

(f)            Each grant shall beevidenced by an agreement, which shall be executed on behalf of the Corporationby any officer thereof and delivered to and accepted by the Optionee and shalldescribe the subject Appreciation Rights, identify any related Option Rights,state that the Appreciation Rights are subject to all of the terms andconditions of this Plan and contain such other terms and provisions as theBoard may determine consistent with this Plan.

 

(g)           Regarding TandemAppreciation Rights only: Each grant shall provide that a Tandem AppreciationRight may be exercised only (i) at a time when the related Option Right(or any similar right granted under any other plan of the Corporation) is alsoexercisable and the Spread is positive and (ii) by surrender of therelated Option Right (or such other right) for cancellation.

 

(h)           RegardingFree-Standing Appreciation Rights only:

 

(i)            Each grant shall specify in respectof each Free-Standing Appreciation Right a Base Price per Common Share, whichshall be equal to or greater than the Market Value per Share on the Date ofGrant;

 

(ii)           Successive grants may be made to thesame Participant regardless of whether any Free-Standing Appreciation Rightspreviously granted to the Participant remain unexercised;

 

(iii)          Each grant shall specify the period orperiods of continuous employment of the Participant by the Corporation or anySubsidiary that are necessary before the Free-

 

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StandingAppreciation Rights or installments thereof shall become exercisable, and anygrant may provide for the earlier exercise of the Free-Standing AppreciationRights in the event of a change in control of the Corporation or other similartransaction or event; and

 

(iv)          No Free-Standing Appreciation Rightgranted under this Plan may be exercised more than 10 years from the Date ofGrant.

 

6.             *Restricted Shares**.*   TheBoard may also authorize grants or sales to Participants of Restricted Sharesupon such terms and conditions as the Board may determine in accordance withthe following provisions:

 

(a)           Each grant or saleshall constitute an immediate transfer of the ownership of Common Shares to theParticipant in consideration of the performance of services, entitling theParticipant to dividend, voting and other ownership rights, subject to thesubstantial risk of forfeiture and restrictions on transfer hereinafterreferred to.

 

(b)           Each grant or salemay be made without additional consideration from the Participant or inconsideration of a payment by the Participant that is less than the MarketValue per Share on the Date of Grant.

 

(c)           Each grant or saleshall provide that the Restricted Shares covered thereby shall be subject to a“substantial risk of forfeiture” within the meaning of Section 83 of the Codefor a period to be determined by the Board on the Date of Grant, and any grantor sale may provide for the earlier termination of such period in the event ofa change in control of the Corporation or other similar transaction or event.

 

(d)           Each grant or saleshall provide that, during the period for which such substantial risk offorfeiture is to continue, the transferability of the Restricted Shares shallbe prohibited or restricted in the manner and to the extent prescribed by theBoard on the Date of Grant. Such restrictions may include, but are not limitedto, rights of repurchase or first refusal in the Corporation or provisionssubjecting the Restricted Shares to a continuing substantial risk of forfeiturein the hands of any transferee.

 

(e)           Any grant or salemay require that any or all dividends or other distributions paid on theRestricted Shares during the period of such restrictions be automaticallysequestered and reinvested on an immediate or deferred basis in additionalCommon Shares, which may be subject to the same restrictions as the underlyingaward or such other restrictions as the Board may determine.

 

(f)            Each grant or saleshall be evidenced by an agreement, which shall be executed on behalf of theCorporation by any officer thereof and delivered to and accepted by theParticipant and shall contain such terms and provisions as the Board maydetermine consistent with this Plan. Unless otherwise directed by the Board,all certificates representing Restricted Shares, together with a stock powerthat shall be endorsed in blank by the Participant with respect to theRestricted Shares, shall be held in custody by the Corporation until allrestrictions thereon lapse.

 

7.             *Deferred Shares**.*   TheBoard may also authorize grants or sales to Participants of Deferred Sharesupon such terms and conditions as the Board may determine in accordance withthe following provisions:

 

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(a)           Each grant or saleshall constitute the agreement by the Corporation to issue or transfer CommonShares to the Participant in the future in consideration of the performance ofservices, subject to the fulfillment during the Deferral Period of suchconditions as the Board may specify.

 

(b)           Each grant or salemay be made without additional consideration from the Participant or inconsideration of a payment by the Participant that is less than the MarketValue per Share on the Date of Grant.

 

(c)           Each grant or saleshall provide that the Deferred Shares covered thereby shall be subject to aDeferral Period, which shall be fixed by the Board on the Date of Grant, andany grant or sale may provide for the earlier termination of the DeferralPeriod in the event of a change in control of the Corporation or other similartransaction or event.

 

(d)           During the DeferralPeriod, the Participant shall not have any right to transfer any rights underthe subject award, shall not have any rights of ownership in the DeferredShares and shall not have any right to vote the Deferred Shares, but the Boardmay on or after the Date of Grant authorize the payment of dividend equivalentson the Deferred Shares in cash or additional Common Shares on a current,deferred or contingent basis.

 

(e)           Each grant or saleshall be evidenced by an agreement, which shall be executed on behalf of theCorporation by any officer thereof and delivered to and accepted by theParticipant and shall contain such terms and provisions as the Board maydetermine consistent with this Plan.

 

8.             *Performance Shares and Performance Units**.*   TheBoard may also authorize grants of Performance Shares and Performance Units,which shall become payable to the Participant upon the achievement of specifiedManagement Objectives, upon such terms and conditions as the Board maydetermine in accordance with the following provisions:

 

(a)           Each grant shallspecify the number of Performance Shares or Performance Units to which itpertains, which may be subject to adjustment to reflect changes in compensationor other factors.

 

(b)           The PerformancePeriod with respect to each Performance Share or Performance Unit shall bedetermined by the Board on the Date of Grant and may be subject to earliertermination in the event of a change in control of the Corporation or othersimilar transaction or event.

 

(c)           Each grant shallspecify the Management Objectives that are to be achieved by the Participant,which may be described in terms of Corporation-wide objectives or objectivesthat are related to the performance of the individual Participant or theSubsidiary, division, department or function within the Corporation orSubsidiary in which the Participant is employed.

 

(d)           Each grant shallspecify in respect of the specified Management Objectives a minimum acceptablelevel of achievement below which no payment will be made and shall set forth aformula for determining the amount of any payment to be made if performance isat or above the minimum acceptable level but falls short of full achievement ofthe specified Management Objectives.

 

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(e)           Each grant shallspecify the time and manner of payment of Performance Shares or PerformanceUnits that shall have been earned, and any grant may specify that any suchamount may be paid by the Corporation in cash, Common Shares or any combinationthereof and may either grant to the Participant or reserve to the Board theright to elect among those alternatives.

 

(f)            Any grant ofPerformance Shares may specify that the amount payable with respect thereto maynot exceed a maximum specified by the Board on the Date of Grant. Any grant ofPerformance Units may specify that the amount payable, or the number of CommonShares issuable, with respect thereto may not exceed maximums specified by theBoard on the Date of Grant.

 

(g)           On or after the Dateof Grant of Performance Shares, the Board may provide for the payment to theParticipant of dividend equivalents thereon in cash or additional Common Shareson a current, deferred or contingent basis.

 

(h)           The Board may adjustManagement Objectives and the related minimum acceptable level of achievementif, in the sole judgment of the Board, events or transactions have occurredafter the Date of Grant that are unrelated to the performance of theParticipant and result in distortion of the Management Objectives or therelated minimum acceptable level of achievement.

 

(i)            Each grant shall beevidenced by an agreement, which shall be executed on behalf of the Corporationby any officer thereof and delivered to and accepted by the Participant andshall contain such terms and provisions as the Board may determine consistentwith this Plan.

 

9.             *Transferability**.*   (a) Anygrant of an Option Right or other “derivative security” (as defined inRule 16a-1 (c) under Section 16(a) of the Exchange Act) underthis Plan may permit the transfer thereof by the Participant upon such termsand conditions as the Board shall specify.

 

(b)           Any grant made underthis Plan may provide that all or any part of the Common Shares that are to beissued or transferred by the Corporation upon the exercise of Option Rights orAppreciation Rights or upon the termination of the Deferral Period applicableto Deferred Shares or in payment of Performance Shares or Performance Units, orare no longer subject to the substantial risk of forfeiture and restrictions ontransfer referred to in Section 6 of this Plan, shall be subject to furtherrestrictions upon transfer.

 

10.           *Adjustments**.*   The Board may make orprovide for such adjustments in the number of Common Shares covered byoutstanding Option Rights, Appreciation Rights, Deferred Shares and PerformanceShares granted hereunder, the Option Prices per Common Share or Base Prices perCommon Share applicable to any such Option Rights and Appreciation Rights, andthe kind of shares (including shares of another issuer) covered thereby, as theBoard may in good faith determine to be equitably required in order to preventdilution or expansion of the rights of Participants that otherwise would resultfrom (a) any stock dividend, stock split, combination of shares,recapitalization or other change in the capital structure of the Corporation or(b) any merger, consolidation, spin-off, spin-out, split-off, split-up,reorganization, partial or complete liquidation or other distribution ofassets, issuance of warrants or other rights to purchase securities or anyother corporate transaction or event having an effect similar to any of theforegoing. In the event of any such transaction or event, the Board may providein substitution for any or all outstanding awards under this Plan suchalternative consideration as it may in good faith determine to be equitable underthe circumstances and may require in connection therewith the surrender of allawards so replaced. Moreover, the Board may on or after the Date of Grantprovide in the agreement 

 

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evidencing any award under this Plan that the holderof the award may elect to receive an equivalent award in respect of securitiesof the surviving entity of any merger, consolidation or other transaction orevent having a similar effect, or the Board may provide that the holder willautomatically be entitled to receive such an equivalent award. The Board mayalso make or provide for such adjustments in the numbers of Common Sharesspecified in Sections 3(a)(i) and 3(a)(ii) of this Plan as the Boardmay in good faith determine to be appropriate in order to reflect anytransaction or event described in this Section 10.

 

11.           *Fractional Shares**.*   TheCorporation shall not be required to issue any fractional Common Sharespursuant to this Plan. The Board may provide for the elimination of fractionsor for the settlement thereof in cash.

 

12.           *Withholding Taxes**.*   To theextent that the Corporation is required to withhold federal, state, local orforeign taxes in connection with any payment made or benefit realized by aParticipant or other person under this Plan, and the amounts available to theCorporation for the withholding are insufficient, it shall be a condition tothe receipt of any such payment or the realization of any such benefit that theParticipant or such other person make arrangements satisfactory to theCorporation for payment of the balance of any taxes required to be withheld. Atthe discretion of the Board, any such arrangements may include relinquishmentof a portion of any such payment or benefit. The Corporation and anyParticipant or such other person may also make similar arrangements withrespect to the payment of any taxes with respect to which withholding is notrequired.

 

13.           *Participation by Directors**, Officersand Other Key Employees of or Consultants to a Less-Than-80-Percent Subsidiary.*   As a condition to the effectiveness of any grantor award to be made hereunder to a Participant who is a director or an officeror other key employee of or a consultant to a Less-Than-80-Percent Subsidiary,regardless of whether the Participant is also employed by the Corporation oranother Subsidiary, the Board may require the Less-Than-80-Percent Subsidiaryto agree to transfer to the Participant (as, if and when provided for underthis Plan and any applicable agreement entered into between the Participant andthe Less-Than-80-Percent Subsidiary pursuant to this Plan) the Common Sharesthat would otherwise be delivered by the Corporation upon receipt by theLess-Than 80-Percent Subsidiary of any consideration then otherwise payable bythe Participant to the Corporation. Any such award may be evidenced by anagreement between the Participant and the Less-Than-80-Percent Subsidiary, inlieu of the Corporation, on terms consistent with this Plan and approved by theBoard and the Less-Than-80-Percent Subsidiary. All Common Shares so deliveredby or to a Less-Than-80-Percent Subsidiary will be treated as if they had beendelivered by or to the Corporation for purposes of Section 3 of this Plan, andall references to the Corporation in this Plan shall be deemed to refer to theLess-Than-80-Percent Subsidiary except with respect to the definitions of theBoard and the Committee and in other cases where the context otherwiserequires.

 

14.           *Certain Terminations of Employment**, Hardshipand Approved Leaves of Absence.*   Notwithstandingany other provision of this Plan to the contrary, in the event of terminationof employment by reason of death, disability, normal retirement, earlyretirement with the consent of the Corporation, termination of employment toenter public service with the consent of the Corporation or leave of absenceapproved by the Corporation, or in the event of hardship or other specialcircumstances, of a Participant who holds an Option Right or Appreciation Rightthat is not immediately and fully exercisable, any Restricted Shares as towhich the substantial risk of forfeiture or the prohibition or restriction ontransfer has not lapsed, any Deferred Shares as to which the Deferral Period isnot complete, any Performance Shares or Performance Units that have not beenfully earned, or any Common Shares that are subject to any transfer restrictionpursuant to Section 9[(b)] of this Plan, the Board may take any action that itdeems to be equitable under the circumstances or in the best interests of theCorporation,

 

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including without limitation waiving or modifyingany limitation or requirement with respect to any award under this Plan.

 

15.           *Foreign Participants**.*   Inorder to facilitate the making of any award or combination of awards under thisPlan, the Board may provide for such special terms for awards to Participantswho are foreign nationals, or who are employed by the Corporation or anySubsidiary outside of the United States of America, as the Board may considernecessary or appropriate to accommodate differences in local law, tax policy orcustom. Moreover, the Board may approve such supplements to, or amendments,restatements or alternative versions of, this Plan as it may consider necessaryor appropriate for such purposes without thereby affecting the terms of thisPlan as in effect for any other purpose; *provided, however*that no suchsupplements, amendments, restatements or alternative versions shall include anyprovisions that are inconsistent with the terms of this Plan, as then ineffect, unless this Plan could have been amended to eliminate the inconsistencywithout further approval by the stockholders of the Corporation.

 

16.           *Administration of the Plan**.*   (a) ThisPlan shall be administered by the Board, which may delegate any or all of itsauthority hereunder to the Committee. To the extent of any such delegation,references in this Plan to the Board shall be deemed to refer to the Committee,unless the context requires otherwise. A majority of the Board shall constitutea quorum, and the acts of the members of the Board who are present at anymeeting thereof at which a quorum is present, or acts unanimously approved bythe members of the Board in writing, shall be the acts of the Board.

 

(b)           The interpretationand construction by the Board of any provision of this Plan or any agreement,notification or document evidencing the grant of Option Rights, AppreciationRights, Restricted Shares, Deferred Shares, Performance Shares or PerformanceUnits, and any determination by the Board pursuant to any provision of thisPlan or any such agreement, notification or document, shall be final andconclusive. No member of the Board shall be liable for any such action taken ordetermination made in good faith.

 

17.           *Amendments and Other Matters**.*   (a) ThisPlan may be amended from time to time by the Board; *provided, however*except asexpressly authorized by this Plan, no such amendment shall increase the numbersof Common Shares specified in Sections 3(a)(i) and 3(a)(ii) hereof orthe number of Performance Units specified in Section 3(b) hereof withoutthe further approval of the stockholders of the Corporation.

 

(b)           With the concurrenceof the affected Participant, the Board may cancel any agreement evidencingOption Rights or any other award granted under this Plan. In the event of anysuch cancellation, the Board may authorize the granting of new Option Rights orother awards hereunder, which may or may not cover the same number of CommonShares as had been covered by the cancelled Option Rights or other award, atsuch Option Price, in such manner and subject to such other terms, conditionsand discretion as would have been permitted under this Plan had the cancelledOption Rights or other award not been granted.

 

(c)           The Board may grantunder this Plan any award or combination of awards authorized under this Plan,including but not limited to Replacement Option Rights, in exchange for thesurrender and cancellation of an award that was not granted under this Plan,including but not limited to an award that was granted by the Corporation or aSubsidiary, or by another corporation that is acquired by the Corporation or aSubsidiary by merger or otherwise, prior to the adoption of this Plan by theBoard, and any such award or combination of awards so granted under this Planmay or may not cover the same number of Common Shares as had been covered

 

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by the cancelled award and shall be subjectto such other terms, conditions and discretion as would have been permittedunder this Plan had the cancelled award not been granted.

 

(d)           This Plan shall notconfer upon any Participant any right with respect to continuance of employmentwith the Corporation or any Subsidiary and shall not interfere in any way withany right that the Corporation or any Subsidiary would otherwise have toterminate any Participant’s employment at any time.

 

(e)           To the extent thatany provision of this Plan would prevent any Option Right that was intended toqualify as a Tax-Qualified Option from so qualifying, any such provision shallbe null and void with respect to any such Option Right; *provided, however*that anysuch provision shall remain in effect with respect to other Option Rights, andthere shall be no further effect on any provision of this Plan.

 

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