Exhibit
10.1


PAPA JOHN’S INTERNATIONAL, INC.

1999 TEAM MEMBER STOCK OWNERSHIP PLAN


Amended
and Restated as of December 6, 2006


ARTICLE 1.  PURPOSE


The purpose of the
1999 Team Member Stock Ownership Plan (the “Plan”) is to enhance the ability of
Papa John’s International, Inc. and its subsidiaries to secure and retain the
services of persons eligible to participate in the Plan and to provide
incentives for such persons to exert maximum efforts for the success of the
Company.


ARTICLE 2.  DEFINITIONS AND CONSTRUCTION


2.1  Definitions.  As used in the Plan, terms defined
parenthetically immediately after their use shall have the respective meanings
provided by such definitions, and the terms set forth below shall have the
following meanings (in either case, such meanings shall apply equally to both
the singular and plural forms of the terms defined):


(a) “Award” shall
mean, individually or collectively, a grant under the Plan of Options,
Restricted Stock or Performance Units.


(b) “Board” shall
mean the Board of Directors of the Company.


(c) “Cause” shall
mean (i) the failure by a Participant to render services to the Company, which
failure amounts to gross neglect or gross insubordination, (ii) the commission
by a Participant of an act of fraud or embezzlement against the Company, or
(iii) a Participant being convicted of a felony, or failing to contest a felony
prosecution.


(d) A “Change in
Control” shall mean (i) the acquisition by any person after the date hereof of
beneficial ownership of 50% or more of the voting power of the Company=s
outstanding voting stock, (ii) three or more of the current members of the
Board ceasing to be members of the Board (unless any replacement director is
elected by a vote of either at least 75% of the remaining directors, or of at
least 75% of the shares entitled to vote on such replacement) or (iii) approval
by the stockholders of the Company of (a) a merger or consolidation of the
Company with another corporation if the stockholders of the Company immediately
before such vote will not, as a result of such merger or consolidation, own
more than 50% of the voting stock of the corporation resulting from such merger
or consolidation, or (b) a complete liquidation of the Company or sale of all,
or substantially all, of the assets of the Company.  Notwithstanding the foregoing, a Change in
Control shall not occur solely because 50% or more of the voting stock of the
Company is acquired by (i) a trust which is part of an employee benefit plan
maintained by the Company or its Subsidiaries or (ii) a corporation which,
immediately 



 1
 









following such
acquisition, is owned directly or indirectly by the stockholders of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition.


(e) “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time, or any successor
thereto.


(f) “Committee”
shall mean the committee described in Section 3.1.


(g) “Common Stock”
shall mean shares of the Company’s common stock, par value $.01 per share.


(h) “Company”
shall mean Papa John’s International, Inc., a Delaware corporation.


(i) “Disability”
shall mean a physical or mental infirmity which the Committee determines
impairs the Participant’s ability to perform substantially his or her duties for
a period of 180 consecutive days.


(j) “Effective
Date” shall mean February 25, 1999, the date the Plan was adopted by the Board.


(k) “Employee”
shall mean an individual who is a full-time or part-time employee of the
Company or a Subsidiary.


(l) “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


(m) “Fair Market
Value” of a share of Common Stock shall mean, as of any applicable date, the
closing sale price of the Common Stock on the NASDAQ National Market System or
any national or regional stock exchange on which the Common Stock is then
traded.  If no such reported sale of the
Common Stock shall have occurred on such date, Fair Market Value shall mean the
closing sale price of the Common Stock on the next preceding date on which
there was a reported sale.  If the Common
Stock is not listed on the NASDAQ National Market System or a national or
regional stock exchange, the Fair Market Value of a share of Common Stock as of
a particular date shall be determined by such method as shall be determined by
the Committee.


(n) “ISOs” shall
have the meaning given such term in Section 6.1.


(o) “NQSOs” shall
have the meaning given such term in Section 6.1.


(p) “Option” shall
mean an option to purchase shares of Common Stock granted pursuant to Article
6.


(q) “Option
Agreement” shall mean an agreement evidencing the grant of an Option as
described in Section 6.2.



 2
 









(r) “Option
Exercise Price” shall mean the purchase price per share of Common Stock subject
to an Option, which shall not be less than the Fair Market Value on the date of
grant.


(s) “Participant”
shall mean any Employee or any consultant or advisor providing services to the
Company or a Subsidiary selected by the Committee to receive an Award under the
Plan.


(t) “Performance
Goals” shall have the meaning given such term in Section 8.4.


(u) “Performance
Period” shall have the meaning given such term in Section 8.3.


(v) “Performance
Unit” shall mean the right to receive a payment from the Company upon the
achievement of specified Performance Goals as set forth in a Performance Unit
Agreement.


(w) “Performance
Unit Agreement” shall mean an agreement evidencing a Performance Unit Award, as
described in Section 8.2.


(x) “Person” shall
have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act
and as used in Sections 13(d) and 14(d) thereof, including a “group” as defined
in Section 13(d).


(y) “Plan” shall
mean this Papa John’s International, Inc. 1999 Team Member Stock Ownership Plan
as the same may be amended from time to time.


(z) “Restriction
Period” shall mean the period determined by the Committee during which the
transfer of shares of Common Stock is limited in some way or such shares are
otherwise restricted or subject to forfeiture as provided in Article 7.


(aa) “Restricted
Stock” shall mean shares of Common Stock granted pursuant to Article 7 as to
which the restrictions have not lapsed.


(ab) “Restricted
Stock Agreement” shall mean an agreement evidencing a Restricted Stock Award,
as described in Section 7.2.


(ac) “Retirement”
shall mean retirement by a Participant in accordance with the terms of the
Company=s retirement or pension plans, if any, or, if the Company has no such
plans, then retirement after reaching age 65.


(ad) “Subsidiary”
shall mean, with respect to any company, any corporation or other Person of
which a majority of its voting power, equity securities, or equity interest is
owned, directly or indirectly, by such company.


2.2  Gender and Number.  Unless otherwise indicated by the context,
reference to the masculine gender shall include the feminine gender, the plural
shall include the singular and the singular shall include the plural.



 3
 









2.3  Severability.  In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.


ARTICLE 3.  ADMINISTRATION


3.1  The Committee.  The Plan shall be administered by the
Compensation Committee of the Board, or by any other committee (the “Committee”)
appointed by the Board consisting of two or more directors of the Company.  It is intended that each Committee member
shall be a “non-employee director” within the meaning of Rule 16b-3 under the
Exchange Act and an “outside director” within the meaning of Section 162(m) of
the Code.  The members of the Committee
shall be appointed from time to time by, and shall serve at the discretion of,
the Board.


3.2  Authority of the Committee.  Subject to the provisions of the Plan, the
Committee shall have full authority to:


(a) select
Participants to whom Awards are granted;


(b) determine the
size, type and frequency of Awards granted under the Plan;


(c) determine the
terms and conditions of Awards, including any restrictions, conditions or
forfeiture provisions relating to the Award, which need not be identical;


(d) determine
whether and the extent to which Performance Goals have been met:


(e) determine
whether and when a Participant’s status as an Employee, consultant, or advisor
has terminated for purposes of the Plan;


(f) cancel or
modify, with the consent of the Participant, outstanding Awards and grant new
Awards in substitution therefor, provided, however, that (without limitation of
the provisions of Section 4.1 with respect to lapsed, expired, terminated or
forfeited Awards) the Committee may not, without approval of the Company’s
stockholders, reduce the Option Exercise Price of a previously granted Award,
or effect such a reduction through the cancellation and replacement or regrant
of any Award.


(g) accelerate the
exercisability of, and accelerate or waive any or all the restrictions and
conditions applicable to, any Award, for any reason;


(h) extend the duration
of an Option exercise period or term of an Award;


(i) construe and
interpret the Plan and any agreement or instrument entered into under the Plan;



 4
 









(j) establish,
amend and rescind rules and regulations for the Plan’s administration; and


(k) amend the
terms and conditions of any outstanding Award to the extent such terms and
conditions are within the discretion of the Committee as provided in the Plan.


The Committee
shall have sole discretion to make all other determinations that may be
necessary or advisable for the administration of the Plan.  To the extent permitted by law and Rule 16b-3
promulgated under the Exchange Act, the Committee may delegate its
authority.  Notwithstanding the
foregoing, the Committee may not delegate its responsibilities hereunder if
such delegation would jeopardize compliance with the “outside directors”
requirement or any other applicable requirement under Section 162(m) of the
Code.


3.3  Decisions Binding.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan, and all related orders or
resolutions of the Board, shall be final, conclusive and binding upon all
persons, including the Company, its stockholders, Employees, Participants and
their estates and beneficiaries.


3.4  Section 16 Compliance; Bifurcation of Plan.  It is the intention of the Company that the
Plan and the administration of the Plan comply in all respects with Section
16(b) of the Exchange Act and the rules and regulations promulgated thereunder.  If any Plan provision, or any aspect of the
administration of the Plan, is found not to be in compliance with Section 16(b)
of the Exchange Act, the provision or administration shall be deemed null and
void, and in all events the Plan shall be construed in favor of its meeting the
requirements of Rule 16b-3 promulgated under the Exchange Act.  Notwithstanding anything in the Plan to the
contrary, the Board or the Committee, in its discretion, may bifurcate the Plan
so as to restrict, limit or condition the use of any provision of the Plan to
Participants who are subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other
Participants.


ARTICLE 4.  SHARES AVAILABLE UNDER THE PLAN


4.1  Number of Shares.  Subject to adjustment as provided in Section
4.3, the number of shares of Common Stock reserved for issuance under the Plan
is 2,000,000 shares.  Shares as to which
options or other Awards granted under the Plan lapse, expire, terminate, are
forfeited or are canceled shall again become available for Awards under the
Plan.  In addition, any shares of Common
Stock reserved for issuance under the Company=s 1993 Stock Ownership Incentive
Plan (“1993 Plan”) in excess of the number of shares as to which options or
other benefits are awarded thereunder, plus any shares as to which options or
other benefits granted under the 1993 Plan may lapse, expire, terminate or be
canceled, shall also be reserved and available for issuance or reissuance under
the Plan.  Any Common Stock issued under
the Plan may consist, in whole or in part, of authorized and unissued shares or
treasury shares.


4.2  Shares of Restricted Stock Available Under
the Plan.  Subject to adjustment as
provided in Section 4.3, the number of shares of Common Stock which may be the
subject of Awards granted in the form of Restricted Stock is limited to 500,000
shares.



 5
 









4.3  Adjustments in Authorized Shares and
Outstanding Awards.  In the event of
any change in the corporate structure of the Company affecting the Common Stock,
including a merger, reorganization, consolidation, recapitalization,
reclassification, split-up, spin-off, separation, liquidation,
stock dividend, stock split, reverse stock split, share repurchase, share
combination, share exchange, issuance of warrants or debentures, the Committee
may substitute or adjust the total number and class of shares of Common Stock
or other stock or securities which may be issued under the Plan, and the
number, class and price of shares subject to outstanding Awards, as it, in its
discretion, determines to be appropriate and equitable to prevent dilution or
enlargement of the rights of Participants and to preserve, without exceeding,
the value of any outstanding Awards; provided, however, that the number of
shares subject to any Award shall always be a whole number.  In the case of ISOs, such adjustment shall be
made so as not to result in a “modification” within the meaning of Section
424(h) of the Code.


ARTICLE 5.  ELIGIBILITY AND PARTICIPATION


All Employees of
the Company and its Subsidiaries and consultants or other advisors providing
services to the Company or a Subsidiary are eligible to receive Awards under
the Plan.  In selecting Employees,
consultants or advisors to receive Awards under the Plan, as well as in determining
the number of shares subject to, and the other terms and conditions applicable
to, each Award, the Committee shall take into consideration such factors as it
deems relevant in promoting the purposes of the Plan, including the duties and
responsibilities of such persons, their present and potential contribution to
the success of the Company and their anticipated number of years of active
service or contribution remaining with the Company or a Subsidiary.


ARTICLE 6.  STOCK OPTIONS


6.1  Grant of Options.  Subject to the terms and provisions of the
Plan, the Committee may grant Options to Participants at any time and from time
to time, in the form of options which are intended to qualify as incentive
stock options within the meaning of Section 422 of the Code (“ISOs”), Options
which are not intended to so qualify (“NQSOs”) or a combination thereof.  Notwithstanding the foregoing, ISOs may only
be granted to Employees of the Company and its subsidiaries (within the meaning
of Section 424(f) of the Code).  The
maximum number of shares in respect of which Options may be granted to a
Participant during any calendar year shall be 500,000 shares.


6.2  Option Agreement.  Each Option shall be evidenced by an Option
Agreement that shall specify the Option Exercise Price, the duration of the
Option, the number of shares to which the Option relates, forfeiture provisions
as deemed appropriate by the Committee and such other provisions as the
Committee may determine or which are required by the Plan.  The Option Agreement shall also specify
whether the Option is intended to be an ISO or a NQSO and shall include
provisions applicable to the particular type of Option granted.


6.3  Duration of Options.  Subject to the provisions of Section 6.7,
each Option shall expire at such time as is determined by the Committee at the
time of grant; provided, however, 



 6
 









that no Option
shall at the time of grant be exercisable later than the tenth anniversary of
its grant.


6.4  Exercise of Options.  Options shall be exercisable at such times
and be subject to such restrictions and conditions, including forfeiture
provisions, as the Committee shall approve at the time of grant, which need not
be the same for each grant or for each Participant.  Options shall be exercised by delivery to the
Company of a written notice of exercise, setting forth the number of shares
with respect to which the Option is to be exercised and accompanied by full
payment of the Option Exercise Price and all applicable withholding taxes.


6.5  Payment of Option Exercise Price.  The Option Exercise Price for shares of
Common Stock as to which an Option is exercised shall be paid to the Company in
full at the time of exercise either (a) in cash in the form of currency or
other cash equivalent acceptable to the Company, (b) by tendering Common Stock
having a Fair Market Value (at the close of business on the date the Company
receives the notice of exercise) equal to the Option Exercise Price, (c) any
other reasonable consideration that the Committee may deem appropriate or (d)
by a combination of the forms of consideration described in (a), (b) and (c) of
this Section.  The Committee may permit
the cashless exercise of Options as described in Regulation T promulgated by
the Federal Reserve Board, subject to applicable securities law restrictions,
or by any other means which the Committee determines to be consistent with the
Plan=s purpose and applicable law.


6.6  Vesting Upon Change in Control.  Upon a Change in Control, any then
outstanding Options held by Participants shall become fully vested and
immediately exercisable.


6.7  Termination of Employment.  If the Participant’s status as an Employee,
consultant or advisor is terminated for Cause, all then outstanding Options of
such Participant, whether or not exercisable, shall terminate immediately.  If the Participant’s status as an Employee,
consultant or advisor is terminated for any reason other than for Cause, death,
Disability or Retirement, to the extent then outstanding Options of such
Participant are exercisable and subject to the provisions of the relevant
Option Agreement, such Options may be exercised by such Participant or his
personal representative at any time prior to the earlier of (a) the expiration
date of the Options or (b) the date which is 60 days after the date of such
termination of employment.  In the event
of the Retirement of a Participant, to the extent then outstanding Options of
such Participant are exercisable, such Options may be exercised by the
Participant (c) in the case of NQSOs, within one year after the date of
Retirement and (d) in the case of ISOs, within 90 days after Retirement;
provided, however, that no such Options may be exercised on a date subsequent
to their expiration.  In the event of the
death or Disability of a Participant while employed by the Company or a
Subsidiary or while the Participant is serving as a consultant or advisor to
the Company or a Subsidiary, all then outstanding Options of such Participant
shall become fully vested and immediately exercisable, and may be exercised at
any time within one year after the date of death or determination of
Disability; provided however that no such Options may be exercised on a date
subsequent to their expiration.  Options
may be exercised as provided in this Section (a) in the event of the death of a
Participant, by the person or persons to whom rights pass by will or by the
laws of descent and distribution, or if appropriate, the legal representative 



 7
 









of the decedents
estate and (b) in the event of the Disability of a Participant, by the
Participant, or if such Participant is incapacitated, by the Participant’s
legal representative.


ARTICLE 7.  RESTRICTED STOCK


7.1  Grant of Restricted Stock.  Subject to the terms and provisions of the
Plan, the Committee may grant shares of Restricted Stock to Participants at any
time and from time to time and upon such terms and conditions as it may
determine.  The purchase price for shares
of Restricted Stock shall be determined by the Committee, but shall not be less
than the par value of the Common Stock, except in the case of treasury shares,
for which no payment need be required.


7.2  Restricted Stock Agreement.  Each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement which shall specify the Restriction
Period, the number of shares of Restricted Stock granted and such other
provisions as the Committee may determine and which are required by the Plan.


7.3  Non-Transferability of Restricted
Stock.  Except as provided in this
Article 7 or the applicable Restricted Stock Agreement, shares of Restricted
Stock may not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated until the end of the applicable Restriction Period as specified in
the Restricted Stock Agreement and the satisfaction of any other conditions
determined at the time of grant specified in the Restricted Stock
Agreement.  Except as provided in Section
7.9, however, in no event may any Restricted Stock become vested in a
Participant subject to Section 16(b) of the Exchange Act prior to six months
following the date of its grant.


7.4  Other Restrictions.  The Committee shall impose such other
restrictions on shares of Restricted Stock as it may deem advisable, including,
without limitation, restrictions based upon the achievement of specific performance
goals (relating to the Company, a Subsidiary or regional or other operating
division of the Company), years of service and/or restrictions under applicable
Federal or state securities laws.  The
Committee may provide that any share of Restricted Stock shall be held
(together with a stock power executed in blank by the Participant) in custody
by the Company until any or all restrictions thereon shall have lapsed.  The Restriction Period for an Award of Restricted
Stock that is based upon achievement of specific performance goals shall not be
less than one (1) year, and the Restriction Period for an Award of Restricted
Stock that is based solely upon the passage of time or years of service shall
not be less than three (3) years; provided, however, that Awards of Restricted
Stock up to an aggregate of ten percent (10%) of the authorized shares under
the Plan may be made outside of the foregoing restrictions.  Restriction Periods may not be waived except
as specifically provided in the Plan with respect to the death, Disability or
Retirement of a Participant, or in the event of a Change in Control of the
Company.


7.5  Forfeiture.  The Committee shall determine and set forth
in a Participant’s Restricted Stock Agreement such events upon which a
Participant’s shares of Restricted Stock (or the proceeds of a sale thereof)
shall be forfeitable, which may include, without limitation, the termination of
a Participant’s employment and certain other activities.



 8















7.6  Certificate Legend.  In addition to any legends placed on
certificates pursuant to Section 7.4, each certificate representing shares of
Restricted Stock shall bear the following legend:


“The sale or other
transfer of the shares represented by this Certificate, whether voluntary,
involuntary or by operation of law, is subject to certain restrictions on
transfer as set forth in the Papa John’s International, Inc. 1999 Team Member
Stock Ownership Plan, and in the related Restricted Stock Agreement.  A copy of the Plan and such Restricted Stock
Agreement may be obtained from the Secretary of Papa John’s International, Inc.”


7.7  Removal of Restrictions.  Except as otherwise provided in this Article
7 or the Restricted Stock Agreement, shares of Restricted Stock shall become
freely transferable by the Participant and no longer subject to forfeiture
after the last day of the Restriction Period. 
Once the shares of Restricted Stock are released from their restrictions
(including forfeiture provisions), the Participant shall be entitled to have
the legend required by Section 7.6 removed from the Participant’s share
certificate, which certificate shall thereafter represent freely transferable
and nonforfeitable shares of Common Stock free from any and all restrictions
under the Plan.


7.8  Voting Rights; Dividends and Other
Distributions.  Unless the Committee
exercises its discretion as provided in Section 7.10, during the Restriction
Period, Participants holding shares of Restricted Stock may exercise full
voting rights, and shall be entitled to receive all dividends and other
distributions paid with respect to such Restricted Stock.  If any dividends or distributions are paid in
Common Stock, such Common Stock shall be subject to the same restrictions as
the shares of Restricted Stock with respect to which they were paid.


7.9  Lapse of Restrictions Upon Change in
Control.  Upon a Change in Control,
any restrictions and other conditions pertaining to then outstanding shares of
Restricted Stock held by Participants, including, but not limited to, vesting
requirements, shall lapse and such shares shall thereafter be immediately
transferable and nonforfeitable.


7.10  Treatment of Dividends.  At the time shares of Restricted Stock are
granted to a Participant, the Committee may, in its discretion, determine that
the payment of dividends, or a specified portion thereof, declared or paid on
such shares shall be deferred until the lapse of the restrictions with respect
to such shares, such deferred dividends to be held by the Company for the
account of the Participant.  In the event
of such deferral, there may be credited at the end of each year (or portion
thereof) interest on the amount of the account during the year at a rate per
annum as the Committee, in its discretion, may determine.  Deferred dividends, together with interest
accrued thereon, if any, shall be (a) paid to the Participant upon the lapse of
restrictions on the shares of Restricted Stock as to which the dividends related
or (ii) forfeited to the Company upon the forfeiture of such shares by the
Participant.



 9
 









7.11  Termination of Employment.  If the Participant’s status as an Employee,
consultant or advisor is terminated for any reason other than death or
Disability prior to the expiration of the Restriction Period applicable to any
shares of Restricted Stock then held by the Participant, such shares shall
thereupon be forfeited immediately by the Participant and returned to the
Company, and the Participant shall only receive the amount, if any, paid by the
Participant for such Restricted Stock. 
If the Participant’s status as an Employee, consultant or advisor is
terminated as a result of death or Disability prior to the expiration of the
Restriction Period applicable to any shares of Restricted Stock then held by
the Participant, any restrictions and other conditions pertaining to such
shares then held by the Participant, including, but not limited to, vesting
requirements, shall immediately lapse and such shares shall thereafter be
immediately transferable and nonforfeitable. 
Notwithstanding anything in the Plan to the contrary, the Committee may
determine, in its sole discretion, in the case of any termination of a
Participant’s status as an Employee, consultant or advisor as a result of
Retirement of the Participant, that the restrictions on some or all of the
shares of Restricted Stock awarded to a Participant shall immediately lapse
and, to the extent the Committee deems appropriate, such shares shall
thereafter be immediately transferable and nonforfeitable.


ARTICLE 8.  PERFORMANCE UNITS


8.1  Grant of Performance Units.  The Committee may, from time to time and upon
such terms and conditions as it may determine, grant Performance Units which
will become payable to a Participant upon achievement of specified Performance
Goals.  The maximum payment that can be
made pursuant to Performance Units granted to any one Participant in any
calendar year shall be $1,000,000.


8.2  Performance Unit Agreement.  Each Performance Unit grant shall be
evidenced by a Performance Unit Agreement that shall specify the Performance
Goals, the Performance Period and the number of Performance Units to which it
pertains.


8.3  Performance Period.  The period of performance (“Performance
Period”) with respect to each Performance Unit shall be such period of time,
which shall not be less than one year, nor more than five years, as determined
by the Committee, for the measurement of the extent to which Performance Goals
are attained.  The Performance Period may
commence prior to the date of grant of the Performance Unit to which it
relates, provided that at such time the attainment of the Performance Goal is
substantially uncertain and not more than 25% of the Performance Period has
expired.


8.4  Performance Goals.  The goals (“Performance Goals”) that are to
be achieved with respect to each Performance Unit shall be those objectives
established by the Committee as it deems appropriate, and which may relate to
the net income, growth in net income, earnings per share, growth of earnings
per share, return on equity or return on capital, of the Company, or any other
performance objectives relating to the Company, a Subsidiary or regional or
other operating unit of the Company, or the individual Participant.  Each Performance Unit Agreement shall specify
a minimum acceptable level of achievement with respect to the Performance Goals
below which no payment will be made and shall set forth a formula for
determining the payment to be



 10
 









made if
performance is at or above such minimum based upon a range of performance
levels relating to the Performance Goals. 
The Committee shall certify that the Performance Goals for Awards of
Performance Units under the Plan have been satisfied prior to the determination
and payment of any such incentive in accordance with the Plan.


8.5  Adjustment of Performance Goals.  The Committee may adjust Performance Goals
and the related minimum acceptable level of achievement if, in the sole
judgment of the Committee, events or transactions occur subsequent to the date
of grant which are unrelated to the performance of the Participant and which
the Committee expects to have a substantial effect on the ability of the
Participant to attain the Performance Goals. 
If a Participant is promoted, demoted or transferred to a Subsidiary or
different operating division of the Company during a Performance Period, then,
to the extent that the Committee determines the Performance Goals or
Performance Period are no longer appropriate, the Committee may, but shall not
be required to, adjust, change or eliminate the Performance Goals or the
applicable Performance Period as it deems appropriate in order to make them
appropriate and comparable to the initial Performance Goals or Performance
Period.  Notwithstanding the foregoing,
the Committee shall not be entitled to adjust, change or eliminate any
Performance Goals or Performance Period if the exercise of such discretion
would cause the related compensation to fail to qualify as performance-based
compensation within the meaning of Section 162(m) of the Code.


8.6  Termination of Employment.  If the employment of a Participant shall
terminate prior to the expiration of the Performance Period for any reason
other than for death, Disability or Retirement, the Performance Units then held
by the Participant shall terminate.  In
the case of termination of employment by reason of Disability or Retirement of
a Participant prior to the expiration of the Performance Period, any then
outstanding Performance Units of such Participant shall be (a) payable pro rata
based upon the number of full calendar months of employment during the
Performance Period; (b) calculated based upon the achievement of the
Performance Goals over the entire Performance Period; and (c) calculated and
payable after the end of the Performance Period.  In the event of death of a Participant prior
to the expiration of the Performance Period, any then outstanding Performance
Units of such Participant shall be (i) payable pro rata based upon the number of
full calendar months of employment during the Performance Period; (ii)
calculated based upon the achievement of the Performance Goals during the
next-ending Performance Period; and (iii) calculated and payable at the end of
the next-ending Performance Period.


8.7  Payment Upon Change in Control.  Upon a Change in Control, any then
outstanding Performance Units shall become fully vested and immediately payable
in an amount which is equal to the greater of (a) the maximum amount payable
under the Performance Unit multiplied by a percentage equal to the percentage
that would have been earned under the terms of the Performance Unit Agreement
assuming that the rate at which the Performance Goals have been achieved as of
the date of such Change in Control would have continued until the end of the Performance
Period or (b) the maximum amount payable under the Performance Unit multiplied
by the percentage of the Performance Period completed by the Participant at the
time of the Change in Control; provided, however, that if no maximum amount
payable is specified in the



 11
 









Performance Unit
Agreement, the amount payable shall be such amount as the Committee shall
determine is reasonable.


8.8  Payment of Performance Units.  Subject to such terms and conditions as the
Committee may impose, and unless otherwise provided in the Performance Unit
Agreement, Performance Units shall be payable within 90 days following the end
of the Performance Period during which the Participant attained at least the
minimum acceptable level of achievement under the Performance Goals, or 90 days
following a Change in Control, as applicable. 
The Committee, in its discretion, may determine at the time of payment
required in connection with a Performance Unit whether such payment shall be
made (a) solely in cash or (b) up to 50% in shares of Common Stock (valued at
their Fair Market Value as of the close of business on the date preceding the
date of payment) with the balance in cash; provided, however, that if a
Performance Unit becomes payable upon a Change in Control, the Performance Unit
shall be paid solely in cash.


8.9  Designation of Beneficiary.  Each Participant may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently or
successively) to whom the right to receive payments under a Performance Unit is
to be paid in case of the Participant’s death before receiving any or all such
payments.  Each such designation shall
revoke all prior designations by the Participant, shall be in a form prescribed
by the Company and shall be effective only when filed by the Participant in
writing with the Committee during the Participant’s lifetime.  In the absence of any such designation,
benefits remaining unpaid at the Participant’s death shall be paid to the
Participant’s estate.


ARTICLE 9.  AMENDMENT, MODIFICATION AND TERMINATION


9.1  Termination Date.  The Plan shall terminate on the earliest to
occur of (a) the tenth anniversary of the Effective Date, (b) the date when all
shares of Common Stock available under the Plan shall have been acquired and
the payment of all benefits in connection with Performance Unit Awards has been
made or (c) such other date as the Board may determine in accordance with
Section 9.2.


9.2  Amendment, Modification and Termination.  The Board may, at any time, amend, suspend,
modify or terminate the Plan, provided that no amendment shall be made without
stockholder approval if (a) such approval is necessary to satisfy any
applicable tax or regulatory law or regulation and the Board determines it is
appropriate to seek stockholder approval; or (b) the amendment would (i)
materially increase the benefits accruing to Participants, (ii) materially
increase the aggregate number of securities that may be issued under the Plan,
or (iii) materially modify the eligibility requirements for participation in
the Plan.  Upon or following the
occurrence of a Change in Control, no amendment may adversely affect the rights
of any Person in connection with an Award previously granted.  The Committee may amend the terms of any
Award, prospectively or retroactively, but no such amendment shall impair the
rights of any Participant without such Participant’s consent.  Each Option and certain Performance Units
granted under the Plan are intended to be performance-based compensation within
the meaning of Section 162(m) of the Code. 
The Committee shall not be entitled to exercise any discretion



 12
 









otherwise
authorized hereunder with respect to such Options or Performance Units if the
ability to exercise such discretion or the exercise of such discretion itself
would cause the compensation attributable to such Options or Performance Units
to fail to qualify as performance-based compensation.


9.3  Awards Previously Granted.  No amendment, modification or termination of
the Plan shall in any manner adversely affect any outstanding Award without the
written consent of the Participant holding such Award.


ARTICLE 10.  NON-TRANSFERABILITY


A Participant’s
rights under this Plan may not be assigned, pledged or otherwise transferred
other than by will or the laws of descent and distribution, except that upon a
Participant’s death, the Participant’s rights to payment pursuant to a
Performance Unit may be transferred to a beneficiary designated in accordance
with Section 8.9.  Notwithstanding
anything herein to the contrary, in the case of NQSOs, the Committee may, in
its sole discretion, by appropriate provisions in the Participant’s Option
Agreement, permit the Participant to transfer all or a portion of the Option,
without consideration, to (i) the Participant’s spouse or lineal descendants (“Family
Members”), (ii) a trust for the exclusive benefit of Family Members, (iii) a
charitable remainder trust of which the Participant and/or Family Members are
the exclusive beneficiaries (other than the charitable beneficiary), or (iv) a
partnership or a limited liability company in which the Participant and Family
Members are the sole partners or members, as applicable.  In the event that any Option is transferred
by a Participant in accordance with the provisions of the immediately preceding
sentence, then subsequent transfers of the Option by the transferee shall be
prohibited.  For purposes of the Option
Agreement and the Plan, the term “Optionee” shall be deemed to refer to the
transferee wherever applicable, and the provisions of Section 6.7 regarding
termination of employment shall refer to the Participant, not the transferee,
but the transferee shall be permitted to exercise the Option during the period
provided for in Section 6.7 and the Participant’s Option Agreement following
the Participant’s termination of employment.


ARTICLE 11.  NO GRANTING OF EMPLOYMENT RIGHTS


Neither the Plan,
nor any action taken under the Plan, shall be construed as giving any person
the right to become a Participant, nor shall participation in, or any grant of
an Award under, the Plan be construed as giving a Participant any right with
respect to continuance of employment or service by or to the Company.  The Company expressly reserves the right to
terminate, whether by dismissal, discharge or otherwise, a Participant’s
employment or consulting or other business relationship at any time, with or
without Cause, except as may otherwise be expressly provided by any written
agreement between the Company and the Participant.


ARTICLE 12.  WITHHOLDING


12.1  Tax Withholding.  A Participant shall remit to the Company an
amount sufficient to satisfy Federal, state and local taxes (including the
Participant’s FICA obligation) required by law



 13
 









to be withheld
with respect to any grant, exercise or lapse of restrictions made under, or
occurring as a result of, the Plan.


12.2  Share Withholding.  If the Company has a withholding obligation
upon the issuance of Common Stock under the Plan, a Participant may, subject to
the discretion of the Committee, elect to satisfy the withholding requirement,
in whole or in part, by having the Company withhold shares of Common Stock
having a Fair Market Value on the date the withholding tax is to be determined
equal to the amount required to be withheld under applicable law.  Notwithstanding the foregoing, the Committee
may, by the adoption of rules or otherwise, modify the provisions of this
Section 12.2 or impose such other restrictions or limitations on such elections
as may be necessary to insure that such elections will be exempt transactions
under Section 16(b) of the Exchange Act.



 14
 









ARTICLE 13.  INDEMNIFICATION


No member of the
Board or the Committee, nor any officer or Employee acting on behalf of the
Board or the Committee, shall be personally liable for any action,
determination or interpretation taken or made with respect to the Plan, and all
members of the Board, the Committee and each and any officer or Employee of the
Company acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action,
determination or interpretation.


ARTICLE 14.  SUCCESSORS


All obligations of
the Company with respect to Awards granted under the Plan shall be binding on
any successor to the Company, whether the existence of such successor is a
result of a direct or indirect purchase, merger, consolidation or otherwise, of
all or substantially all of the business or assets of the Company.


ARTICLE 15.  GOVERNING LAW


The Plan shall be
governed by, and construed in accordance with, the laws of the State of
Delaware without regard to its conflict of laws rules; provided, however, that
with respect to ISOs, the Plan and all agreements under the Plan shall be
construed so that they qualify as incentive stock options within the meaning of
Section 422 of the Code.


* * *


 



 15