Exhibit
10.19


 


RIVERWOOD HOLDING, INC.

2002 STOCK INCENTIVE PLAN


 


Section
1.  Purpose


 


The purpose of this Riverwood Holding, Inc. 2002 Stock
Incentive Plan is to foster and promote the long-term financial success of the
Company and the Subsidiaries and to increase materially stockholder value by (a)
motivating superior performance by participants in the Plan, (b)
providing participants in the Plan with an ownership interest in the Company
and (c) enabling the Company and the Subsidiaries to attract and retain
the services of an outstanding management team upon whose judgment, interest
and special effort the successful conduct of its operations is largely
dependent.


 


Section
2.  Definitions


 


2.1.                              Definitions.  Whenever used herein, the following terms
shall have the respective meanings set forth below:


 


(a)                                  “Affiliate”
means, with respect to any person, any other person controlled by, controlling
or under common control with such person.


 


(b)                                 “Award
Agreement” means the agreement evidencing the grant of any Incentive Award
under the Plan, including a Subscription Agreement, an Option Agreement or
Restricted Stock Unit Agreement.


 


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


 


(d)                                 
“CD&R Fund” means the Clayton, Dubilier & Rice Fund V Limited Partnership,
a Cayman Islands exempted limited partnership, and any successor investment
vehicle managed by Clayton, Dubilier & Rice, Inc.


 


(e)                                  “Cause”
shall mean, unless otherwise provided in an Award Agreement, (i) the
willful failure of the Participant to perform substantially his
employment-related duties, (ii) the Participant’s willful or serious
misconduct that has caused or could reasonably be expected to result in
material injury to the business or reputation of the Company or any Subsidiary,
(iii) the Participant’s conviction of, or entering a plea of guilty or nolo
contendere to, a crime constituting a felony or (iv) the breach
by the Participant of any written covenant or agreement with the Company or any
Subsidiary not to disclose any information pertaining to the Company or any
Subsidiary, not to compete or interfere with the Company or any Subsidiary or
relating to the take-along rights described in Section 10.3 hereof; provided
that, with respect to any Participant who is party to


 

















 


an employment or individual severance agreement with
the Company or RIC, “Cause” shall have the meaning, if any specified in such
agreement.


 


(f)                                    “Change
in Control” means the first to occur of the following events after the
Effective Date:


 


(i)                                     the
acquisition by any person, entity or “group” (as defined in Section 13(d)
of the Securities Exchange Act of 1934, as amended), other than the Company,
the Subsidiaries, any employee benefit plan of the Company or the Subsidiaries,
the CD&R Fund, any Investor or any Affiliate of the CD&R Fund or of an
Investor, of 50% or more of the combined voting power of the Company’s or RIC’s
then outstanding voting securities;


 


(ii)                                  the
merger or consolidation of the Company or RIC, as a result of which persons who
were stockholders of the Company or RIC, as the case may be, immediately prior
to such merger or consolidation, do not, immediately thereafter, own, directly
or indirectly, more than 50% of the combined voting power entitled to vote
generally in the election of directors of the merged or consolidated company;


 


(iii)                               the
liquidation or dissolution of the Company or RIC other than a liquidation of
RIC into the Company or into any Subsidiary; and


 


(iv)                              the
sale, transfer or other disposition of all or substantially all of the assets of
the Company or RIC to one or more persons or entities that are not, immediately
prior to such sale, transfer or other disposition, Affiliates of the Company,
RIC, the CD&R Fund or any Investor.


 


(g)                                 “Change
in Control Price” means the price per share of Common Stock paid in conjunction
with any transaction resulting in a Change in Control (as determined in good
faith by the Board if any part of such price is payable other than in cash).


 


(h)                                 “Committee”
means the Compensation and Benefits Committee of the Board (or such other
committee of the Board which shall have jurisdiction over the compensation of
officers).


 


(i)                                     “Common
Stock” means the Class A Common Stock, par value $.01 per share, of the
Company.


 


(j)                                     “Company”
means Riverwood Holding, Inc., a Delaware corporation formerly known as New
River Holding, Inc., and any successor thereto.


 


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(k)                                  “Effective
Date” means January 1, 2002.


 


(l)                                     “Employee”
means any executive officer or other key management employee of the Company.


 


(m)                               “Extraordinary
Termination” means a termination of a Participant’s employment with the Company
and the Subsidiaries by reason of the Participant’s death, Permanent Disability
or Retirement.


 


(n)                                 “Fair
Market Value” means, as of any date, the fair market value on such date per
share of Common Stock as determined in good faith by the Executive Committee of
the Board.  In making a determination of
Fair Market Value, the Executive Committee shall give due consideration to such
factors as it deems appropriate, including, without limitation, the earnings
and certain other financial and operating information of the Company and the
Subsidiaries in recent periods, the potential value of the Company and the
Subsidiaries as a whole, the future prospects of the Company and the
Subsidiaries and the industries in which they compete, the history and
management of the Company and the Subsidiaries, the general condition of the
securities markets, the fair market value of securities of companies engaged in
businesses similar to those of the Company and the Subsidiaries and a valuation
of the Common Stock, which shall be performed, with respect to each fiscal year
by an independent valuation firm chosen by the Executive Committee.  Notwithstanding the foregoing, following a
Public Offering, Fair Market Value shall mean the average of the high and low
trading prices for a share of Common Stock on the primary national exchange
(including NASDAQ) on which the Common Stock is then traded on the trading day
immediately preceding the date as of which such Fair Market Value is
determined.  The determination of Fair
Market Value will not give effect to any restrictions on transfer of the shares
of Common Stock or the fact that such Common Stock would represent a minority
interest in the Company.


 


(o)                                 “Incentive
Award” means an award of Options or Restricted Stock Units granted pursuant to
the terms and conditions of the Plan.


 


(p)                                 “Investors”
means each of the investors who purchased shares of Common Stock or shares of
Class B Common Stock of the Company concurrently with the consummation of the
merger contemplated by the Merger Agreement, and their “specified affiliates”,
within the meaning of the Stockholders Agreement of the Company, as amended
from time to time.


 


(q)                                 “Merger
Agreement” means the Agreement and Plan of Merger, dated as of October 25,
1995, among CDRO Acquisition Corporation, an indirect,


 


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wholly owned subsidiary of the Company, RIC Holding, Inc.
a wholly owned subsidiary of the Company, and Riverwood International
Corporation.


 


(r)                                    “New
Employer” means a Participant’s employer, or the parent or a subsidiary of such
employer, immediately following a Change in Control.


 


(s)                                  “Option”
means the right granted to a Participant under the Plan to purchase a stated
number of shares of Common Stock at a stated price, not less than Fair Market
Value on the date of grant, for a specified period of time.


 


(t)                                    “Option
Agreement” means an agreement between the Company and the Participant setting
forth the terms and conditions of any Options granted hereunder, which
agreement shall, unless the Board otherwise determines, be substantially in the
form attached hereto as Exhibit B.


 


(u)                                 “Participant”
means any Employee designated by the Board to participate in the Plan.


 


(v)                                 “Permanent
Disability” means, unless otherwise provided in an Award Agreement, a physical
or mental disability or infirmity that prevents the performance of a
Participant’s employment-related duties lasting (or likely to last, in the
judgment of the Board) for a period of six months or longer and within 30 days
after RIC notifies the Participant in writing that it intends to replace him,
the Participant shall not have returned to the performance of his
employment-related duties on a full-time basis.  The Board’s reasoned and good faith judgment of Permanent
Disability shall be final, binding and conclusive and shall be based on such
competent medical evidence as shall be presented to it by such Participant
and/or by any physician or group of physicians or other competent medical
expert employed by the Participant, the Company or RIC to advise the Board;
provided that, with respect to any Participant who is a party to an employment
or individual severance agreement with the Company or RIC, “Permanent
Disability” shall have the meaning, if any, assigned in such agreement to such
term or to a similar term such as “Disability” or “Disabled”.


 


(w)                               “Plan”
means this Riverwood Holding, Inc. 2002 Stock Incentive Plan, as the same may
be amended from time to time.


 


(x)                                   “Public
Offering” means the first day as of which sales of Common Stock are made to the
public in the United States pursuant to an underwritten public offering of the
Common Stock led by one or more underwriters at least one of which is an
underwriter of nationally recognized standing.


 


(y)                                 “Registration
and Participation Agreement” means the Registration and Participation
Agreement, dated as of March 27, 1996, among the Company


 


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and certain stockholders of the Company, as the same
may be amended from time to time.


 


(z)                                   “Restricted
Stock Unit” means the right granted to a Participant under the Plan to receive
one share of Common Stock on a deferred basis in accordance with the terms and
conditions of the Plan.


 


(aa)                            “Restricted
Stock Unit Agreement” means an agreement between the Company and the
Participant setting forth the terms and conditions of any Restrictive Stock
Units granted hereunder, which agreement shall, unless the Board otherwise
determines, be substantially in the form attached hereto as Exhibit C.


 


(bb)                          “Retirement”
means a Participant’s retirement from active employment with the Company and
the Subsidiaries at or after age 65.


 


(cc)                            “RIC”
means Riverwood International Corporation, a Delaware corporation formerly
known as Riverwood International USA, Inc., and any successor thereto.


 


(dd)                          “Subscription
Agreement” means the management stock subscription agreement entered into by
the Company and a Participant setting forth the terms and conditions of any
award of Common Stock by such Participant under the Plan which agreement shall,
unless the Board otherwise determines, be substantially in the form attached
hereto as Exhibit A.


 


(ee)                            “Subsidiary”
means any corporation or other person, a majority of whose outstanding voting
securities or other equity interests is owned, directly or indirectly, by the
Company.


 


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2.2.                              Gender
and Number.  Except when otherwise
indicated by the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural, and the
plural shall include the singular.


 


Section
3.  Eligibility and Participation


 


Participants in the Plan shall be those Employees
selected by the Board to participate in the Plan from time to time.  The selection of an Employee as a
Participant shall neither entitle such Employee to nor disqualify such Employee
from participation in any other award or incentive plan.


 


Section
4.  Powers of the Board


 


4.1.                              
Power to Grant and Establish Terms of Awards.  The Board shall, subject to the terms of the Plan, determine the
Participants to whom Incentive Awards shall be granted and the terms and
conditions of such Incentive Awards, provided that nothing in the Plan shall
limit the right of members of the Board who are Employees to receive Incentive
Awards hereunder.


 


4.2.                              Administration.  The Board shall be responsible for the
administration of the Plan.  Any
authority exercised by the Board under the Plan shall be exercised by the Board
in its sole discretion.  The Board, by
majority action thereof, is authorized to prescribe, amend and rescind rules
and regulations relating to the administration of the Plan, to provide for
conditions and assurances deemed necessary or advisable to protect the
interests of the Company and the Subsidiaries, and to make all other
determinations necessary or advisable for the administration and interpretation
of the Plan or to carry out its provisions and purposes.  Determinations, interpretations or other
actions made or taken by the Board pursuant to the provisions of the Plan shall
be final, binding and conclusive for all purposes and upon all persons.


 


4.3.                              Delegation
by the Board.  All of the powers,
duties and responsibilities of the Board specified in the Plan may, to the full
extent permitted by applicable law, be exercised and performed by the Committee
or any other duly constituted committee of the Board, in any such case, to the
extent authorized by the Board to exercise and perform such powers, duties and
responsibilities.


 


Section
5.  Shares Subject to Plan


 


5.1.                              Number.  Subject to the provisions of
Section 5.3, the maximum number shares of Common Stock subject to
Incentive Awards under the Plan (including shares that become available for
grant pursuant to Section 5.2) may not exceed, in the aggregate 658,353
shares.  The shares of Common Stock to
be delivered under the Plan


 


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may consist, in whole or in part, of Common Stock held in treasury or
authorized but unissued shares of Common Stock, not reserved for any other
purpose.


 


5.2.                              Canceled,
Terminated or Forfeited Awards.  Any
shares of Common Stock subject to any portion of an Incentive Award which for
any reason expires, or is canceled, terminated, forfeited or otherwise settled,
in whole or in part, without the issuance of such shares of Common Stock, shall
again be available for award under the Plan, subject to the maximum limitation
specified in Section 5.1.


 


5.3.                              Adjustment
in Capitalization.  The number of
shares of Common Stock available for issuance upon exercise or settlement of
Incentive Awards under the Plan, the number and class of any outstanding
Restricted Stock Units, and the number, class and exercise price of any
outstanding Options, may be adjusted by the Board, in its sole discretion, if
it shall deem such an adjustment to be necessary or appropriate to reflect any
Common Stock dividend, stock split or share combination or any
recapitalization, merger, consolidation, exchange of shares, liquidation or
dissolution of the Company.


 


Section
6.  Terms of Options


 


6.1.                              Grant
of Options.  Options may be granted
to Participants at such time or times as shall be determined by the Board.  Each Option granted to a Participant shall
be evidenced by an Option Agreement that shall specify the number of shares of
Common Stock that may be purchased pursuant to such Option, the exercise price
at which a share of Common Stock may be purchased pursuant to such Option, the
duration of such Option and such other terms and conditions consistent with the
Plan as the Board shall determine, including customary representations,
warranties and covenants with respect to securities law matters.  Unless otherwise determined by the Board,
such Option Agreement shall also state that the holder thereof is entitled to
the benefits of and shall be bound by the obligations set forth in the
Registration and Participation Agreement, dated as of March 27, 1996 and as the
same may be amended from time to time, among the Company and certain
stockholders of the Company, to the extent set forth therein.


 


6.2.                              Option
Price.  The exercise price per share
of Common Stock to be purchased upon exercise of an Option (the “Option
Price”) shall be determined by the Board but shall not be less than the
Fair Market Value on the date the option is granted.


 


6.3.                              Exercise
of Options.


 


(a)                                  Unless
otherwise provided by the Board in the Option Agreement evidencing such Award,
subject to the continuous employment of the Participant with the Company or one
of the Subsidiaries, Options granted to a Participant shall become one-third
vested on the second anniversary of the date of grant and


 


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vested as to the remaining two-thirds on the third
anniversary of the date of grant, provided that in all events 100% of
such Options shall become vested (i) at the time and under the
circumstances described in Sections 8.1 or 9, if applicable, or (ii)(x)
in the event that the CD&R Fund and, if applicable, its Affiliates effect a
sale or other disposition of all of the Common Stock then held by the CD&R
Fund and its Affiliates to one or more persons other than any person who is an
Affiliate of the CD&R Fund and (y) thereafter, the Participant’s
employment with the Company and the Subsidiaries is terminated by the Company
other than for Cause or, to the extent provided in the Award Agreement
evidencing such Options, by the Participant for “good reason” (as defined in
such Option Agreement) (a “Disposition Transaction and Termination”), as of the
date of such termination.


 


(b)                                 Notwithstanding
any other provision herein, the Board may accelerate the vesting or exercisability
of any Option, all Options or any class of Options, at any time and from time
to time.  On or before the date upon
which any Employee will exercise any exercisable Option, the Company and such
Employee shall enter into a Subscription Agreement with respect to the Common
Stock to be purchased upon exercise of such Option.  Notwithstanding any other provision of the Plan, no Option shall
be exercisable for more than 10 years after the date on which it is granted.


 


6.4.                              Payment.  The Board shall establish procedures
governing the exercise of Options, which procedures shall generally require
that written notice of the exercise thereof be given and that the exercise
price thereof be paid in full in cash or cash equivalents, including by
personal check, at the time of exercise. 
The exercise price of any Options exercised at any time following a
Public Offering may be paid in full or in part in the form of shares of Common
Stock that have been owned by the Participant for at least six months, based on
the Fair Market Value of such shares of Common Stock on the date of exercise,
subject to such rules and procedures as may be adopted by the Board and, if the
Board deems it necessary or appropriate, subject to shareholder approval of the
Plan.  Subject to Section 6.3, as soon
as practicable after receipt of a written exercise notice and payment in full
of the exercise price of any Options, the Company shall deliver to the
Participant a certificate or certificates representing the shares of Common
Stock acquired upon the exercise thereof, bearing appropriate legends if
applicable.


 


Section
7.  Restricted Stock Units


 


7.1.                              Grant
of Restricted Stock Units. 
Restricted Stock Units may be granted to Participants at such time or
times as shall be determined by the Board.  Each Restricted Stock Unit granted to a Participant shall be
evidenced by a Restricted Stock Unit Agreement that shall specify the terms and
conditions of such Restricted Stock Units consistent with the Plan as the Board
shall determine, including customary


 


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representations, warranties and covenants with respect to securities
law matters and such other terms and conditions as the Board shall
determine.  Unless otherwise determined
by the Board, such Restricted Stock Unit Agreement shall also state that in
respect of any shares of Common Stock delivered to the Participant in respect
of any Restricted Stock Units, such Participant shall be entitled to certain of
the benefits (relating to the right to participate in certain sales and
purchases of Common Stock by Investors) set forth in the Registration and
Participation Agreement and shall be bound by the obligations set forth in such
Registration and Participation Agreement, in each case, to the extent set forth
therein and in the Restricted Stock Unit Agreement.


 


7.2.                              Vesting
of Restricted Stock Units.


 


(a)                                  In
General.  Unless otherwise provided
by the Board in the Restricted Stock Unit Agreement evidencing such Award,
subject to the continuous employment of the Participant with the Company or one
of the Subsidiaries, Restricted Stock Units shall become fully vested on the
second anniversary of the date of grant, provided that in all events
100% of the Restricted Stock Units shall become vested (i) at the time
and under the circumstances described in Sections 8.1 or 9, if applicable, or (ii)
(x) in the event that the CD&R Fund and, if applicable, its
Affiliates effect a sale or other disposition of all of the Common Stock then
held by the CD&R Fund and its Affiliates to one or more persons other than
any person who is an Affiliate of the CD&R Fund and (y) thereafter,
the Participant’s employment with the Company and the Subsidiaries is
terminated by the Company other than for cause or, to the extent provided in the
Award Agreement evidencing such Restricted Stock Units, by the Participant for
“good reason” (as defined in such Restricted Stock Unit Agreement) (“a
Disposition and Transaction and Termination”), as of the date of such
termination.


 


(b)                                 Issuance.  In the event that Restricted Stock Units
become vested as a result of Sections 7.2(a) or 8.1, the Company shall at the
discretion of the Board (i) deliver to the Participant the number of
shares of Common Stock underlying the Restricted Stock Units that have become
so vested and, on or before the date such shares are delivered to the
Participant, the Company and such Participant shall enter into a Subscription
Agreement with respect to the Common Stock to be so awarded or (ii) pay
to the Participant cash in an amount equal to the product of (x) the
number of shares underlying the Restricted Stock Units that have become so
vested and (y) the Fair Market Value as of the vesting date per share,
such payment to be made as promptly practicable following the determination of
such Fair Market Value.  Notwithstanding
the foregoing, in the event of a Change of Control, any Restricted Stock Units
that become vested as a result shall be cancelled in exchange for a payment in
an amount equal to the product of (i) the Change in Control Price
multiplied by (ii) the number of shares of Common Stock covered by the
Restricted Stock Units that have become so


 


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vested, and the remainder of such Restricted Stock
Unit shall be cancelled. 
Notwithstanding the preceding sentence, if so determined by the Board
(as constituted immediately prior to the Change of Control), such payment may
be made in shares of the stock of the New Employer having an aggregate fair
market value (as determined by the Board in good faith) equal to such amount, provided
that such shares of common stock of the New Employer are of a class that is
publicly traded.  Such payment shall be
payable in full, as soon as reasonably practicable, but in no event later than 30
days, following the Change in Control.


 


(c)                                  Power
to Accelerate.  Notwithstanding any
other provision herein, the Board may accelerate the payment of any Restrictive
Stock Unit at any time and from time to time, on such terms and conditions as
the Board may determine.


 


Section
8.  Termination of Employment


 


8.1.                              Extraordinary
Termination.  Unless otherwise
provided in the Option Agreement or otherwise determined by the Board, in the
event that a Participant’s employment with the Company and the Subsidiaries
terminates by reason of an Extraordinary Termination, then all Options or
Restricted Stock Units granted to such Participant shall become fully vested as
of the date of such termination.  Any
such Option shall be exercisable and remain exercisable solely until the first
to occur of (i) the one year anniversary of the date of the
Participant’s termination of employment or (ii) the expiration of the
term of any such Option.  All Options
that are not exercised within the period described in the preceding sentence
shall terminate and be canceled upon the expiration of such period.  The shares of Common Stock or payment
related to any Restricted Stock Units held by a Participant at the time of an
Extraordinary Termination shall be issued to such Participant upon such
Extraordinary Termination as provided in Section 7.2.


 


8.2.                              Termination
for Cause.  Unless otherwise
provided in the Award Agreement or otherwise determined by the Board, in the
event that a Participant’s employment with the Company and the Subsidiaries is
terminated by the Company or a Subsidiary for Cause, any Options (whether or
not then vested or exercisable) held by and any Restricted Stock Units granted
to such Participant shall terminate and be canceled immediately upon such
termination of employment.


 


8.3.                              Other
Termination of Employment.  Unless
otherwise provided in the Award Agreement or otherwise determined by the Board
at the time of grant, the Board shall provide in the Option Agreement
evidencing options granted hereunder that, in the event that a Participant’s
employment with the Company and the Subsidiaries terminates for any reason
other than (i) an Extraordinary Termination or (ii) for Cause,
any Options then held by such Participant that have become vested on or prior
to the date of such termination shall, subject to Section 8.4, remain
exercisable until the first to occur


 


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of (x) the 60th day after the expiration of the period, if any,
specified in such Participant’s Option Agreement during which the Company or
the CD&R Fund has a right to purchase such Options from the Participant or
(y) the expiration of the term of such Option.  Any Options held by the Participant that are not vested Options
or Restricted Stock Units that are not vested as of the date of the
Participant’s termination of employment shall terminate and be canceled
immediately upon such termination, and any vested Options that are not
exercised within the period described in the preceding sentence shall terminate
and be canceled upon the expiration of such period.  The shares of Common Stock related to any vested Restricted Stock
Units held by the Participant shall be issued to such Participant upon
Participant’s termination of employment pursuant to Section 7.2.


 


8.4.                              Certain
Rights upon Termination of Employment Prior to Public Offering.  Unless otherwise provided in the Award
Agreement or otherwise determined by the Board at the time of grant, the Board
shall provide in each Award Agreement evidencing Incentive Awards granted
hereunder that, upon a termination of a Participant’s employment with the
Company and the Subsidiaries prior to a Public Offering for any reason, the
Company and the CD&R Fund and its Affiliates shall have successive rights
to repurchase for cash any vested Options or shares of Common Stock (including
shares issued with respect to Restricted Stock Units as provided in Section
7.2) then held by the Participant, and, upon an Extraordinary Termination, the
Participant shall have the right to require the Company to repurchase shares of
Common Stock then owned by him (provided the Participant has held such shares
of Common Stock for at least six months), for a repurchase price per share
equal to the Fair Market Value, reduced in the case of any Options by the
exercise price per share of Common Stock for such Option, and upon such
additional terms and conditions as are set forth in such Award Agreement.


 


Section
9.  Change in Control


 


9.1.                              Accelerated
Vesting and Payment.


 


Options.  Unless otherwise provided in the Award
Agreement or otherwise determined by the Board at the time of grant, in the
event of a Change in Control, each outstanding Option (regardless of whether
such Option is at such time otherwise vested or exercisable), without regard to
this Section 9.1, shall be canceled in exchange for a payment in an amount
equal to the product of (i) the excess, if any, of the Change in Control
Price over the Option Price, multiplied by (ii) the number of shares of
Common Stock covered by such Option.  Notwithstanding
the preceding sentence, if so determined by the Board (as constituted
immediately prior to the Change of Control), such payment may be made in shares
of the stock of the New Employer having an aggregate fair market value (as
determined by the Board in good faith) equal to such amount, provided
that such shares of common stock of the New Employer are of a class that is


 


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publicly traded. 
Such payment shall be payable in full, as soon as reasonably
practicable, but in no event later than 30 days, following the Change in
Control.


 


9.2.                              Restricted
Stock Units.  In the event of a
change in Control, all outstanding Restricted Stock Units shall become fully
vested.


 


9.3.                              
Certain Take-Along Rights Prior to a Public Offering.  Unless otherwise determined by the Board at
time of grant, the Board shall provide in each Subscription Agreement
evidencing Incentive Awards granted hereunder that, upon certain transactions
constituting a Change in Control, the Participant will be required to sell
shares of Common Stock then owned by him, for a cash payment per share of
Common Stock equal to the Change in Control Price, and upon such additional
terms and conditions as are set forth in such Subscription Agreement.


 


Section
10.  Amendment, Modification, and
Termination of the Plan


 


The Board at any time may terminate or suspend the
Plan, and from time to time may amend or modify the Plan.  No amendment, modification, termination or
suspension of the Plan shall in any manner adversely affect any Incentive Award
theretofore granted under the Plan, without the consent of the Participant
holding such Incentive Award. 
Shareholder approval of any such amendment, modification, termination or
suspension shall be obtained to the extent mandated by applicable law, or if
otherwise deemed appropriate by the Board.


 


Section
11.  Miscellaneous Provisions


 


11.1.                        Nontransferability of
Incentive Awards.  No Incentive
Awards granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.  All rights
with respect to any Incentive Award granted to a Participant under the Plan
shall be exercisable during his lifetime only by such Participant.  Restrictions, if any, on the transfer of
Common Stock awarded upon exercise of any Options or pursuant to Section 7.1 of
the Plan shall be set forth in the applicable Award Agreement evidencing such Incentive
Award, including without limitations, restrictions described in Section 8.4
herein.


 


11.2.                        Beneficiary Designation.  Each Participant under the Plan may from
time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his
death.  Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by
the Board and will be effective only when filed by the Participant in writing
with the Board during his or her lifetime. 
In the absence of any such designation, benefits remaining unpaid or


 


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Options or Restricted Stock Units outstanding at the Participant’s
death shall be paid to or exercised by the Participant’s surviving spouse, if
any, or otherwise to or by his or her estate.


 


11.3.                        No Guarantee of Employment
or Participation.  Nothing in the
Plan shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant’s employment at any time and for any
reason, nor confer upon any Participant any right to continue in the employ of
the Company or any Subsidiary.  No Employee
shall have a right to be selected as a Participant, or, having been so
selected, to receive any Incentive Awards under the Plan.


 


11.4.                        Tax Withholding.  The Company and the Subsidiaries shall have
the power to withhold, or require a Participant to remit to the Company or a
Subsidiary promptly upon notification of the amount due, an amount determined
by the Company or such Subsidiary to be sufficient to satisfy all Federal,
state, local and foreign withholding tax requirements in respect of any
Incentive Award and the Company may (or may cause a Subsidiary to) defer
payment of cash or issuance or delivery of Common Stock until such requirements
are satisfied.  The Board may permit or
require a Participant to satisfy his tax withholding obligation hereunder in
such other manner, subject to such conditions, as the Board shall determine.


 


11.5.                        Indemnification.  Each person who is or shall have been a
member of the Committee or the Board shall be indemnified and held harmless by
the Company and RIC to the fullest extent permitted by law against and from any
loss, cost, liability or expense (including any related attorney’s fees and
advances thereof) in connection with, based upon or arising or resulting from
any claim, action, suit or proceeding to which he may be made a party or in
which he may be involved by reason of any action taken or failure to act under
or in connection with the Plan or any Award Agreement and from and against any
and all amounts paid by him in settlement thereof, with the Company’s approval,
or paid by him in satisfaction of any judgment in any such action, suit or
proceeding against him, provided he shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf.  The
foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company’s or RIC’s Articles of Incorporation or By-laws, by
contract, as a matter of law or otherwise.


 


11.6.                        No Limitation on
Compensation.  Nothing in the Plan
shall be construed to limit the right of the Company to establish other plans
or to pay compensation to its employees in cash or property, in a manner which
is not expressly authorized under the Plan.


 


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11.7.                        Requirements of Law.  The granting of Incentive Awards and the
issuance of shares of Common Stock pursuant to the Plan shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national or foreign securities exchanges as may be
appropriate or required, as determined by the Board.  Notwithstanding any other provision of the Plan or any Award
Agreement, no Incentive Awards shall be granted under the Plan, and no shares
of Common Stock shall be issued upon exercise of, or otherwise in connection
with, any Incentive Award granted under the Plan, if such grant or issuance
would result in a violation of applicable law, including the federal securities
laws and any applicable state or foreign securities laws.


 


11.8.                        Governing Law.  The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the State of
New York, except to the extent that the corporate law of the State of Delaware
specifically and mandatorily applies.


 


11.9.                        No Impact On Benefits.  Incentive Awards granted under the Plan are
not compensation for purposes of calculating an Employee’s rights under any
employee benefit plan, except to the extent provided in any such plan.


 


11.10.                  Freedom of Action.  Subject to Section 10, nothing in the
Plan or any Award Agreement shall be construed as limiting or preventing the
Company or any Subsidiary from taking any action with respect to the operation or
conduct of its business that it deems appropriate or in its best interest.


 


11.11.                  Term of Plan.  The Plan shall be effective as of the
Effective Date.  The Plan shall expire
on the tenth anniversary of the Effective Date (except as to Incentive Awards outstanding
on that date), unless sooner terminated pursuant to Section 10.


 


11.12.                  No Right to Particular Assets.  Nothing contained in this Plan and no action
taken pursuant to this Plan shall create or be construed to create a trust of
any kind or any fiduciary relationship between the Company and the
Subsidiaries, on the one hand, and any Participant or executor, administrator
or other personal representative or designated beneficiary of such Participant,
on the other hand, or any other persons. 
Any reserves that may be established by the Company or any Subsidiary in
connection with this Plan shall continue to be held as part of the general
funds of the Company or such Subsidiary, and no individual or entity other than
the Company or such Subsidiary shall have any interest in such funds until paid
to a Participant.  To the extent that
any Participant or his executor, administrator or other personal
representative, as the case may be, acquires a right to receive any payment
from the Company or any Subsidiary pursuant to this Plan, such right shall be
no greater than the right of an unsecured general creditor of the Company or
such Subsidiary.


 


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11.13.                  Notices.  Each Participant shall be responsible for furnishing
the Board with the current and proper address for the mailing of notices and
delivery of agreements and shares of Common Stock.  Any notices required or permitted to be given shall be deemed
given if directed to the person to whom addressed at such address and mailed by
regular United States mail, first-class and prepaid.  If any item mailed to such address is returned as undeliverable
to the addressee, mailing will be suspended until the Participant furnishes the
proper address.


 


11.14.                  Severability of Provisions.  If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and this Plan shall be construed and enforced as
if such provision had not been included.


 


11.15.                  Incapacity.  Any benefit payable to or for the benefit of
a minor, an incompetent person or other person incapable of receiving such
benefit shall be deemed paid when paid to such person’s guardian or to the
party providing or reasonably appearing to provide for the care of such person,
and such payment shall fully discharge the Committee, the Company and other
parties with respect thereto.


 


11.16.                  No Rights as Stockholder.  No Participant shall have any voting or
other rights as a stockholder of the Company with respect to any Common Stock
covered by any Incentive Award until the issuance of a certificate or
certificates to the Participant for such Common Stock.  No adjustment shall be made for dividends or
other rights for which the record date is prior to the issuance of such
certificate or certificates.


 


11.17.                  Headings and Captions.  The headings and captions in this Plan are
provided for reference and convenience only, shall not be considered part of
this Plan and shall not be employed in the construction of this Plan.


 


Approved by the Board of Directors as of November 14,
2001.


 


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