Exhibit 10.1


    Exhibit
      10.1

     

    

      COMMSCOPE,
        INC.

       

      2006
        LONG TERM INCENTIVE PLAN

       

      (Effective
        May 5, 2006; as amended through February 28, 2007)

      
 

      
        
          	
                  1. 

                	  
                  	Purpose.


        

      

          

      The
        purpose of the Plan is to strengthen CommScope, Inc., a Delaware corporation
        (the “Company”), by providing an incentive to its and its Subsidiaries’ (as
        defined herein) employees, officers, consultants and directors, thereby
        encouraging them to devote their abilities and industry to the success of
        the
        Company’s business enterprise. It is intended that this purpose be achieved by
        extending to employees (including future employees who have received a formal
        written offer of employment), officers, consultants and directors of the
        Company
        and its Subsidiaries an added incentive for high levels of performance and
        unusual efforts through the grant of Restricted Stock, Restricted Stock Units,
        Options, Stock Appreciation Rights, Dividend Equivalent Rights, Performance
        Awards, and Share Awards (as each term is herein defined).

       

              
        
        	
                2. 

              	  
                	Definitions.



       

      For
        purposes of the Plan:

       

      2.1  “Agreement”
        means a written or electronic agreement between the Company and a Participant
        evidencing the grant of an Option or Award and setting forth the terms and
        conditions thereof.

       

      2.2  “Award”
        means a grant of Restricted Stock, a Restricted Stock Unit, a Stock Appreciation
        Right, a Performance Award, a Dividend Equivalent Right, a Share Award or
        any or
        all of them.

       

      2.3  “Beneficiary”
        means an individual designated as a Beneficiary pursuant to Section
        20.4.

       

      2.4  “Board”
        means the Board of Directors of the Company.

       

      2.5  “Change
        in Capitalization” means any increase or reduction in the number of Shares, any
        change (including, but not limited to, in the case of a spin-off, dividend
        or
        other distribution in respect of Shares, a change in value) in the Shares
        or any
        exchange of Shares for a different number or kind of shares or other securities
        of the Company or another corporation, by reason of a reclassification,
        recapitalization, merger, consolidation, reorganization, spin-off, split-up,
        issuance of warrants, rights or debentures, stock dividend, stock split or
        reverse stock split, cash dividend, property dividend, combination or exchange
        of shares, repurchase of shares, change in corporate structure or
        otherwise.

       

      2.6  “Change
        in Control” means the occurrence of any of the following: 

       

      (a)  An
        acquisition (other than directly from the Company) of any voting securities
        of
        the Company (the “Voting Securities”) by any “Person” (as the term “person” is
        used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately
        after which such Person has “Beneficial Ownership” (within the meaning of Rule
        13d-3 promulgated under the Exchange Act) of more than thirty-three percent
        (33%) of (i) the then-outstanding Shares or (ii) the combined voting power
        of
        the Company’s then-outstanding Voting Securities;
        provided, however,
        that in
        determining whether a Change in Control has occurred pursuant to this paragraph
        (a), the acquisition of Shares or Voting Securities in a Non-Control Acquisition
        (as hereinafter defined) shall not constitute a Change in Control. A
“Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit
        plan (or a trust forming a part thereof) maintained by (A) the Company or
        (B)
        any corporation or other Person the majority of the voting power, voting
        equity
        securities or equity interest of which is owned, directly or indirectly,
        by the
        Company (for purposes of this definition, a “Related Entity”), (ii) the Company
        or any Related Entity, or (iii) any Person in connection with a Non-Control
        Transaction (as hereinafter defined);

       

      (b)  The
        individuals who, as of the effective date of the Plan, are members of the
        Board
        (the “Incumbent Board”), cease for any reason to constitute at least two-thirds
        of the members of the Board or, following a Merger (as hereinafter defined),
        the
        board of directors of (i) the corporation resulting from such Merger (the
“Surviving Corporation”), if fifty percent (50%) or more of the combined voting
        power of the then-outstanding voting securities of the Surviving Corporation
        is
        not Beneficially Owned, directly or indirectly, by another Person (a “Parent
        Corporation”) or (ii) if there is one or more than one Parent Corporation,
        the ultimate Parent Corporation; provided,
        however,
        that,
        if the election, or nomination for election by the Company’s common
        shareholders, of any new director was approved by a vote of at least two-thirds
        of the Incumbent Board, such new director shall, for purposes of the Plan,
        be
        considered a member of the Incumbent Board; and provided,
        further, however,
        that no
        individual shall be considered a member of the Incumbent Board if such
        individual initially assumed office as a result of an actual or threatened
        solicitation of proxies or consents by or on behalf of a Person other than
        the
        Board (a “Proxy Contest”), including by reason of any agreement intended to
        avoid or settle any Proxy Contest; or 

       

      (c)  The
        consummation of:

       

      (i)  A
        merger,
        consolidation or reorganization (x) with or into the Company or (y) in
        which securities of the Company are issued (a “Merger”), unless such Merger is a
“Non-Control Transaction.” A “Non-Control Transaction” shall mean a Merger in
        which:

       

      (A)  the
        shareholders of the Company immediately before such Merger own directly or
        indirectly immediately following such Merger at least a majority
        of the combined voting power of the outstanding voting securities of (1)
        the
        Surviving Corporation, if there is no Parent Corporation or (2) if there
        is one
        or more than one Parent Corporation, the ultimate Parent Corporation;


       

      (B)  the
        individuals who were members of the Incumbent Board immediately prior to
        the
        execution of the agreement providing for such Merger constitute at least
        a
        majority of the members of the board of directors of (1) the Surviving
        Corporation, if there is no Parent Corporation, or (2) if there is one or
        more
        than one Parent Corporation, the ultimate Parent Corporation; and 

       

      (C)  no
        Person
        other than (1) the Company or another corporation that is a party to the
        agreement of Merger, (2) any Related Entity, or (3) any employee benefit
        plan (or any trust forming a part thereof) that, immediately prior to the
        Merger, was maintained by the Company or any Related Entity, or (4) any Person
        who, immediately prior to the Merger had Beneficial Ownership of thirty-three
        percent (33%)
        or
        more of the then outstanding Shares or Voting Securities, has Beneficial
        Ownership, directly or indirectly, of thirty-three percent (33%) or more
        of the
        combined voting power of the outstanding voting securities or common stock
        of
        (x) the Surviving Corporation, if there is no Parent Corporation, or (y)
        if
        there is one or more than one Parent Corporation, the ultimate Parent
        Corporation.

       

      (ii)  A
        complete liquidation or dissolution of the Company; or

       

      (iii)  The
        sale
        or other disposition of all or substantially all of the assets of the Company
        and its Subsidiaries taken as a whole to any Person (other than (x) a transfer
        to a Related Entity or (y) the distribution to the Company’s shareholders
        of the stock of a Related Entity or any other assets).

       

      Notwithstanding
        the foregoing, a Change in Control shall not be deemed to occur solely because
        any Person (the “Subject Person”) acquired Beneficial Ownership of more than the
        permitted amount of the then outstanding Shares or Voting Securities as a
        result
        of the acquisition of Shares or Voting Securities by the Company which, by
        reducing the number of Shares or Voting Securities then outstanding, increases
        the proportional number of shares Beneficially Owned by the Subject Persons;
        provided
        that
        if a
        Change in Control would occur (but for the operation of this sentence) as
        a
        result of the acquisition of Shares or Voting Securities by the Company and,
        after such share acquisition by the Company, the Subject Person becomes the
        Beneficial Owner of any additional Shares or Voting Securities and such
        Beneficial Ownership increases the percentage of the then outstanding Shares
        or
        Voting Securities Beneficially Owned by the Subject Person, then a Change
        in
        Control shall occur.

       

      2.7  “Chief
        Executive Officer” means the Chief Executive Officer of the
        Company.

       

      2.8  “Code”
        means the Internal Revenue Code of 1986, as amended.

       

      2.9  “Committee”
        means the Committee which administers the Plan as provided in Section
        3.

       

      2.10  “Company”
        means CommScope, Inc., a Delaware corporation.

       

      2.11  “Director”
        means a member of the Board.

       

      2.12  “Disability”
        means a mental or physical condition which, in the opinion of the Committee,
        renders a Participant unable or incompetent to carry out the job
        responsibilities which such Participant held or the duties to which such
        Participant was assigned at the time the disability was incurred, and which
        is
        expected to be permanent or for an indefinite duration.

       

      2.13      
        “Division”
        means any of the operating units or divisions of the Company designated as
        a
        Division by the Committee.

       

      2.14  “Dividend
        Equivalent Right” means a right to receive cash or Shares based on the value of
        dividends that are paid with respect to Shares.

       

      2.15  “Effective
        Date” means the date of approval of the Plan by the Company’s shareholders’
pursuant to Section 20.5.

       

      2.16  “Eligible
        Individual” means any of the following individuals: (a) any Director, officer or
        employee of the Company or a Subsidiary, (b) any individual to whom the Company
        or a Subsidiary has extended a formal, written offer of employment, and (c)
        any
        consultant or advisor of the Company or a Subsidiary.

       

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

       

      2.18  “Fair
        Market Value” on any date means:

       

      (a)  if
        the
        Shares are listed for trading on the New York Stock Exchange, the closing
        price
        at the close of the primary trading session of the Shares on such date on
        the
        New York Stock Exchange, or if there has been no such closing price of the
        Shares on such date, on the next preceding date on which there was such a
        closing price; 

       

      (b)  if
        the
        Shares are not listed for trading on the New York Stock Exchange, but are
        listed
        on another national securities exchange, the closing price at the close of
        the
        primary trading session of the Shares on such date on such exchange, or if
        there
        has been no such closing price of the Shares on such date, on the next preceding
        date on which there was such a closing price;

       

      (c)  if
        the Shares are not listed on the New York Stock Exchange or on another national
        securities exchange, the last sale price at the end of normal market hours
        of
        the Shares on such date as quoted on the National Association of Securities
        Dealers Automated Quotation System (“NASDAQ”) or, if no such price shall have
        been quoted for such date, on the next preceding date for which such price
        was
        so quoted; or

       

      (d) if
        the
        Shares are not listed for trading on a national securities exchange or are
        not
        authorized for quotation on NASDAQ, the fair market value of the Shares as
        determined in good faith by the Committee, and in the case of Incentive Stock
        Options, in accordance with Section 422 of the Code.

       

      2.19      
        “Full Value Award” means a grant of Restricted Stock, a Restricted Stock Unit, a
        Performance Award, a Share Award or any or all of them.

       

       

      2.20  “Incentive
        Stock Option” means an Option satisfying the requirements of Section 422 of the
        Code and designated by the Committee as an Incentive Stock Option.

       

       

      2.21  “Nonemployee
        Director” means a Director who is a “nonemployee director” within the meaning of
        Rule 16b-3 promulgated under the Exchange Act.

       

       

      2.22  “Nonqualified
        Stock Option” means an Option which is not an Incentive Stock
        Option.

       

       

      2.23  “Option”
        means a Nonqualified Stock Option and/or an Incentive Stock Option.

       

       

      2.24  “Outside
        Director” means a Director who is an “outside director” within the meaning of
        Section 162(m) of the Code and the regulations promulgated
        thereunder.

       

       

      2.25  “Parent”
        means any corporation which is a “parent corporation” (within the meaning of
        Section 424(e) of the Code) with respect to the Company.

       

       

      2.26  “Participant”
        means a person to whom an Award or Option has been granted under the Plan.
        

       

       

      2.27  “Performance
        Awards” means Performance Share Units, Performance Units, Performance-Based
        Restricted Stock or any or all of them.

       

       

      2.28  “Performance-Based
        Compensation” means any Option or Award that is intended to constitute
“performance based compensation” within the meaning of Section 162(m)(4)(C) of
        the Code and the regulations promulgated thereunder.

       

       

      2.29  “Performance-Based
        Restricted Stock” means Shares issued or transferred to an Eligible Individual
        under Section 9.2.

       

       

      2.30  “Performance
        Cycle” means the time period specified by the Committee at the time Performance
        Awards are granted during which the performance of the Company, a Subsidiary
        or
        a Division will be measured.

       

       

      2.31  “Performance
        Objectives” means the objectives set forth in Section 9.3 for the purpose of
        determining the degree of payout and/or vesting of Performance
        Awards.

       

       

      2.32  “Performance
        Share Units” means Performance Share Units granted to an Eligible Individual
        under Section 9.1.

       

       

      2.33  “Performance
        Units” means Performance Units granted to an Eligible Individual under Section
        9.1.

       

       

      2.34  “Plan”
        means the CommScope, Inc. Long-Term Incentive Plan, as amended from time
        to
        time.

       

       

      2.35  “Prior
        Plan” means the Amended and Restated CommScope, Inc. 1997 Long-Term Incentive
        Plan (as amended and restated effective May 7, 2004). 

       

       

      2.36  “Restricted
        Stock” means Shares issued or transferred to an Eligible Individual pursuant to
        Section 8.

       

       

      2.37  “Restricted
        Stock Units” means rights granted to an Eligible Individual under Section 8
        representing a number of hypothetical Shares.

       

       

      2.38  “Share
        Award” means an Award of Shares granted pursuant to Section 10.

       

       

      2.39  “Shares”
        means the common stock, par value $.01 per share, of the Company and any
        other
        securities into which such shares are changed or for which such shares are
        exchanged.

       

       

      2.40  “Stock
        Appreciation Right” means a right to receive all or some portion of the
        increase, if any, in the value of the Shares as provided in Section 6
        hereof.

       

       

      2.41  “Subsidiary”
        means (a) except as provided in subsection (b) below, any corporation which
        is a
        subsidiary corporation within the meaning of Section 424(f) of the Code with
        respect to the Company, and (b) in relation to the eligibility to receive
        Options or Awards other than Incentive Stock Options and continued employment
        for purposes of Options and Awards (unless the Committee determines otherwise),
        any entity, whether or not incorporated, in which the Company directly or
        indirectly owns at least 50% or more of the outstanding equity or other
        ownership interests. 

       

       

      2.42  “Ten-Percent
        Shareholder” means an Eligible Individual who, at the time an Incentive Stock
        Option is to be granted to him or her, owns (within the meaning of Section
        422(b)(6) of the Code) stock possessing more than ten percent (10%) of the
        total
        combined voting power of all classes of stock of the Company, a Parent or
        a
        Subsidiary.

       

       

      2.43  “Termination
        Date” means the date that is ten (10) years after the Effective Date, unless the
        Plan is earlier terminated by the Board pursuant to Section 16
        hereof.

       

       

      
        	
                3. 

              	  
                	 Administration.

 

      3.1       
        Committees; Procedure. The Plan shall be administered by a Committee
        which, until the Board appoints a different Committee, shall be the Compensation
        Committee of the Board. The Committee may adopt such rules, regulations and
        guidelines as it deems are necessary or appropriate for the administration
        of
        the Plan. The Committee shall consist of at least two (2) Directors, each
        of
        whom shall be a Nonemployee Director and an Outside Director. For purposes
        of
        the preceding sentence, if one or more members of the Committee is not a
        Nonemployee Director and an Outside Director but recuses himself or herself
        or
        abstains from voting with respect to a particular action taken by the Committee,
        then the Committee, with respect to that action, shall be deemed to consist
        only
        of the members of the Committee who have not recused themselves or abstained
        from voting.

       

      3.2       
        Board Reservation and Delegation. Except to the extent necessary for any
        Award or Option intended to qualify as Performance-Based Compensation to
        so
        qualify, the Board may, in its discretion, reserve to itself or exercise
        any or
        all of the authority and responsibility of the Committee hereunder and may
        also
        delegate to another committee of the Board any or all of the authority and
        responsibility of the Committee with respect to Awards or Options to Eligible
        Individuals who are not subject to Section 16(b) of the Exchange Act at the
        time
        any such delegated authority or responsibility is exercised. Such other
        committee may consist of one or more Directors who may, but need not be officers
        or employees of the Company or any of its Subsidiaries. To the extent the
        Board
        has reserved to itself, or exercised the authority and responsibility of
        the
        Committee, or delegated the authority and responsibility of the Committee
        to
        such other committee, all references to the Committee in the Plan shall be
        to
        the Board or to such other committee.

       

      3.3       
        Committee Powers. Subject to the express terms and conditions set forth
        herein, the Committee shall have the power from time to time to:

       

      (a)  select
        those Eligible Individuals to whom Options shall be granted under the Plan
        and
        the number of such Options to be granted and prescribe the terms and conditions
        (which need not be identical) of each such Option, including the exercise
        price
        per Share, the vesting schedule and the duration of each Option, and make
        any
        amendment or modification to any Option Agreement consistent with the terms
        of
        the Plan; 

       

      (b)  select
        those Eligible Individuals to whom Awards shall be granted under the Plan
        and
        determine the number of Shares or amount of cash in respect of which each
        Award
        is granted, the terms and conditions (which need not be identical) of each
        such
        Award, and make any amendment or modification to any Agreement consistent
        with
        the terms of the Plan;

       

      (c)  construe
        and interpret the Plan and the Options and Awards granted hereunder and
        establish, amend and revoke rules and regulations for the administration
        of the
        Plan, including, but not limited to, correcting any defect or supplying any
        omission, or reconciling any inconsistency in the Plan or in any Agreement,
        in
        the manner and to the extent it shall deem necessary or advisable,
        including so that the Plan and the operation of the Plan comply with
        Rule 16b-3 under the Exchange Act, the Code to the extent applicable and
        other applicable law, and otherwise to make the Plan fully
        effective;

       

      (d)  determine
        the duration and purposes for leaves of absence which may be granted to a
        Participant on an individual basis without constituting a termination of
        employment or service for purposes of the Plan;

       

      (e)      
        cancel,
        with the consent of the Participant, outstanding Awards and
        Options;

       

      (f)       
        exercise
        its discretion with respect to the powers and rights granted to it as set
        forth
        in the Plan; and

       

      (g)  generally,
        exercise such powers and perform such acts as are deemed necessary or advisable
        to promote the best interests of the Company with respect to the
        Plan.

       

      All
        decisions and determinations by the Committee in the exercise of the above
        powers shall be final, binding and conclusive upon the Company, its
        Subsidiaries, the Participants and all other persons having any interest
        therein.

       

      3.4  Notwithstanding
        anything herein to the contrary, with respect to Participants working outside
        the United States, the Committee may determine the terms and conditions of
        Options and Awards and make such adjustments to the terms thereof as are
        necessary or advisable to fulfill the purposes of the Plan taking into account
        matters of local law or practice, including tax and securities laws of
        jurisdictions outside the United States.

       

      3.5  Indemnification.
        No
        member of the Committee shall be liable for any action, failure to act,
        determination or interpretation made in good faith with respect to the Plan
        or
        any transaction hereunder. The Company hereby agrees to indemnify each member
        of
        the Committee for all costs and expenses and, to the extent permitted by
        applicable law, any liability incurred in connection with defending against,
        responding to, negotiating for the settlement of or otherwise dealing with
        any
        claim, cause of action or dispute of any kind arising in connection with
        any
        actions in administering the Plan or in authorizing or denying authorization
        to
        any transaction hereunder.

       

      3.6  No
        Repricing of Options or Stock Appreciation Rights.
        The
        Committee shall have no authority to make any adjustment (other than in
        connection with a stock dividend, recapitalization or other transaction where
        an
        adjustment is permitted or required under the terms of the Plan) or amendment,
        and no such adjustment or amendment shall be made, that reduces or would
        have
        the effect of reducing the exercise price of an Option or Stock Appreciation
        Right previously granted under the Plan, whether through amendment, cancellation
        or replacement grants, or other means, unless the Company’s shareholders shall
        have approved such adjustment or amendment. 

       

      
        	
                4. 

              	  
                	Stock
                Subject to the Plan; Grant Limitations.

 

      4.1  Aggregate
        Number of Shares Authorized for Issuance.
        Subject
        to any adjustment as provided in the Plan, the Shares to be issued under
        the
        Plan may be, in whole or in part, authorized but unissued Shares or issued
        Shares which shall have been reacquired by the Company and held by it as
        treasury shares. The aggregate number of Shares that may be made the subject
        of
        Awards or Options granted under the Plan shall not exceed two million three
        hundred thousand (2,300,000), (i) no more than 50% of which may be granted
        as
        Incentive Stock Options, and (ii) no more than one million five hundred thousand
        (1,500,000) of which may be granted as Full Value Awards. 

       

      4.2  Individual
        Limit.
        The
        aggregate number of Shares that may be the subject of Options, Stock
        Appreciation Rights, Performance-Based Restricted Stock and Performance Share
        Units granted to an Eligible Individual in any three calendar year period
        may
        not exceed 750,000. The maximum dollar amount of cash or the Fair Market
        Value
        of Shares that any individual may receive in any calendar year in respect
        of
        Performance Units may not exceed $2,000,000.

       

      4.3  Calculating
        Shares Available.
        

       

      (a)  Upon
        the
        granting of an Award or an Option, the number of Shares available under this
        Section 4 for the granting of further Awards and Options shall be reduced
        as
        follows:

       

      (i)  In
        connection with the granting of an Option, Stock Appreciation Right (other
        than
        a Stock Appreciation Right Related to an Option), Restricted Stock Unit,
        Share
        Award or
        Award
        of Restricted Stock, Performance-Based Restricted Stock or Performance Share
        Units, the number of Shares available under this Section 4 for the granting
        of
        further Options and Awards shall be reduced by the number of Shares in respect
        of which the Option or Award is granted or denominated. 

       

      (ii)  In
        connection with the granting of a Performance Unit, the number of Shares
        available under this Section 4 for the granting of further Options and Awards
        initially shall be reduced by the Shares Equivalent number of Performance
        Units
        granted, with a corresponding adjustment if the Performance Unit is ultimately
        settled in whole or in part with a different number of Shares. For purposes
        of
        this Section 4, the Share Equivalent number of Performance Units shall be
        equal
        to the quotient of (i) the aggregate dollar amount in which the Performance
        Units are denominated, divided by (ii) the Fair Market Value of a Share on
        the
        date of grant.

       

      (iii)  In
        connection with the granting of a Dividend Equivalent Right, the number of
        Shares available under this Section 4 shall not be reduced; provided,
        however,
        that if
        Shares are issued in settlement of a Dividend Equivalent Right, the number
        of
        Shares available for the granting of further Options and Awards under this
        Section 4 shall be reduced by the number of Shares so issued. 

       

      (b)  Notwithstanding
        Section 4.3(a), in the event that an Award is granted that, pursuant to the
        terms of the Agreement, cannot be settled in Shares, the aggregate number
        of
        Shares that may be made the subject of Awards or Options granted under the
        Plan
        shall not be reduced. Whenever any outstanding Option or Award or portion
        thereof expires, is canceled, is settled in cash or is otherwise terminated
        for
        any reason without having been exercised or payment having been made in respect
        of the entire Option or Award, the number of Shares available under this
        Section
        4 shall be increased by the number of Shares previously allocable under Section
        4.3(a) to the expired, canceled, settled or otherwise terminated portion
        of the
        Option or Award. 

       

      (c) Notwithstanding
        anything in this Section 4.3 to the contrary, (i) Shares tendered as full
        or
        partial payment of the Option Price shall not increase the number of Shares
        available under this Section 4, (ii) Shares tendered as settlement of tax
        withholding obligations shall not increase the number of Shares available
        under
        this Section 4, and (iii) Shares repurchased by the Company using proceeds
        from
        the exercise of Options shall not be available for issuance under the
        Plan.

       

      (d) Where
        two
        or more Awards are granted with respect to the same Shares, such Shares shall
        be
        taken into account only once for purposes of this Section 4.3.

       

      
        	
                5. 

              	  
                	Stock
                Options.

  

      5.1  Authority of Committee.
        Subject
        to the provisions of the Plan, the Committee shall have full and final authority
        to select those Eligible Individuals who will receive Options, and the terms
        and
        conditions of the grant to any such Eligible Individual shall be set forth
        in an
        Agreement. Incentive Stock Options may be granted only to Eligible Individuals
        who are employees of the Company or any Subsidiary on the date the Incentive
        Stock Option is granted.

       

      5.2  Exercise Price.
        The
        purchase price or the manner in which the exercise price is to be determined
        for
        Shares under each Option shall be determined by the Committee and set forth
        in
        the Agreement; provided,
        however,
        that
        the exercise price per Share under each Option shall not be less than the
        greater of (i) the par value of a Share and (ii) 100% of the Fair Market
        Value
        of a Share on the date the Option is granted (110% in the case of an Incentive
        Stock Option granted to a Ten-Percent Shareholder). 

       

      5.3  Maximum Duration.
        Options
        granted hereunder shall be for such term as the Committee shall determine;
        provided
        that an
        Incentive Stock Option shall not be exercisable after the expiration of ten
        (10)
        years from the date it is granted (five (5) years in the case of an Incentive
        Stock Option granted to a Ten-Percent Shareholder) and a Nonqualified Stock
        Option shall not be exercisable after the expiration of ten (10) years from
        the
        date it is granted; provided,
        further, however,
        that
        unless the Committee provides otherwise, an Option (other than an Incentive
        Stock Option) may, upon the death of the Participant prior to the expiration
        of
        the Option, be exercised for up to five (5) years following the date of the
        Participant’s death, and one (1) of such years may extend beyond ten (10) years
        from the date the Option is granted. The Committee may, subsequent to the
        granting of any Option, extend the term thereof, but in no event shall the
        term
        as so extended exceed the maximum term provided for in the preceding
        sentence.

       

      5.4  Vesting.
        Except
        as provided in this Section 5.4, no Option shall vest more rapidly than with
        respect to one-third of the Shares subject to such Option on each of the
        first
        three anniversaries of the date such Option is granted. Notwithstanding the
        foregoing, in the discretion of the Committee, Options may vest more rapidly
        than provided in the preceding sentence in the case of (i) a Participant’s
        death, Disability or retirement, (ii) grants of Options to new hires and
        (iii) a
        Change in Control. To the extent not exercised, installments shall accumulate
        and be exercisable, in whole or in part, at any time after becoming exercisable,
        but not later than the date the Option expires. The Committee may accelerate
        the
        exercisability of any Option or portion thereof at any time.

       

      5.5  Limitations
        on Incentive Stock Options. 
        To
        the
        extent that the aggregate Fair Market Value (determined as of the date of
        the
        grant) of Shares with respect to which Incentive Stock Options granted under
        the
        Plan and “incentive stock options” (within the meaning of Section 422 of the
        Code) granted under all other plans of the Company or its Subsidiaries (in
        either case determined without regard to this Section 5.5) are exercisable
        by a
        Participant for the first time during any calendar year exceeds $100,000,
        such
        Incentive Stock Options shall be treated as Nonqualified Stock Options. In
        applying the limitation in the preceding sentence in the case of multiple
        Option
        grants, unless otherwise required by applicable law, Options which were intended
        to be Incentive Stock Options shall be treated as Nonqualified Stock Options
        according to the order in which they were granted such that the most recently
        granted Options are first treated as Nonqualified Stock Options.

       

      5.6  Transferability.
        Except
        as otherwise provided in this Section 5.6, no Option shall be transferable
        by
        the Participant otherwise than by will or by the laws of descent and
        distribution, and an Option shall be exercisable during the lifetime of such
        Participant only by the Participant or his or her guardian or legal
        representative. The Committee may set forth in the Agreement evidencing an
        Option (other than an Incentive Stock Option) at the time of grant or
        thereafter, that the Option, or a portion thereof, may be transferred to
        any
        third party, including but not limited to, members of the Participant’s
        immediate family, to trusts solely for the benefit of such immediate family
        members and to partnerships in which such family members and/or trusts are
        the
        only partners. In addition, for purposes of the Plan, unless otherwise
        determined by the Committee at the time of grant or thereafter, a transferee
        of
        an Option pursuant to this Section 5.6 shall be deemed to be the Participant;
        provided
        that the
        rights of any such transferee thereafter shall be nontransferable except
        that
        such transferee, where applicable under the terms of the transfer by the
        Participant, shall have the right previously held by the Participant to
        designate a Beneficiary. For this purpose, immediate family means the
        Participant’s spouse, parents, children, stepchildren and grandchildren and the
        spouses of such parents, children, stepchildren and grandchildren. The terms
        of
        an Option shall be final, binding and conclusive upon the beneficiaries,
        executors, administrators, heirs and successors of the Participant.
        Notwithstanding Section 20.2, or the terms of any Agreement, the Company
        or any
        Subsidiary shall not withhold any amount attributable to the Participant’s tax
        liability from any payment of cash or Shares to a transferee or transferee’s
        Beneficiary under this Section 5.6, but may require the payment of an amount
        equal to the Company’s or any Subsidiary’s withholding tax obligation as a
        condition to exercise or as a condition to the release of cash or Shares
        upon
        exercise or upon transfer of the option.

       

      5.7  Method
        of Exercise.
        The
        exercise of an Option shall be made only by giving written notice delivered
        in
        person or by mail to the person designated by the Company, specifying the
        number
        of Shares to be exercised and, to the extent applicable, accompanied by payment
        therefor and otherwise in accordance with the Agreement pursuant to which
        the
        Option was granted. The exercise price for any Shares purchased pursuant
        to the
        exercise of an Option shall be paid in any or any combination of the following
        forms: (a) cash or its equivalent (e.g., a check) or (b) the transfer, either
        actually or by attestation, to the Company of Shares that have been held
        by the
        Participant for at least six (6) months (or such lesser period as may be
        permitted by the Committee) prior to the exercise of the Option, such transfer
        to be upon such terms and conditions as determined by the Committee or (c)
        in
        the form of other property as determined by the Committee. In addition, Options
        may be exercised through a registered broker-dealer pursuant to such cashless
        exercise procedures that are, from time to time, deemed acceptable by the
        Committee. Any Shares transferred to the Company as payment of the exercise
        price under an Option shall be valued at their Fair Market Value on the
        last
        business day preceding the date of exercise of such Option. If requested
        by the
        Committee, the Participant shall deliver the Agreement evidencing the Option
        to
        the Company, which shall endorse thereon a notation of such exercise and
        return
        such Agreement to the Participant. No fractional Shares (or cash in lieu
        thereof) shall be issued upon exercise of an Option and the number of Shares
        that may be purchased upon exercise shall be rounded to the nearest number
        of
        whole Shares.

       

      5.8  Rights
        of Participants.
        No
        Participant shall be deemed for any purpose to be the owner of any Shares
        subject to any Option unless and until (a) the Option shall have been exercised
        pursuant to the terms thereof, (b) the Company shall have issued and delivered
        Shares (whether or not certificated) to the Participant, a securities broker
        acting on behalf of the Participant or such other nominee of the Participant,
        and (c) the Participant’s name, or the name of his or her broker or other
        nominee, shall
        have been entered as a shareholder of record on the books of the Company.
        Thereupon, the Participant shall have full voting, dividend and other ownership
        rights with respect to such Shares, subject to such terms and conditions
        as may
        be set forth in the applicable Agreement.

       

      5.9  Effect
        of Change in Control.
        The
        effect of a Change in Control on an Option shall be set forth in the applicable
        Agreement.

       

      
        	
                6. 

              	  
                	Stock
                Appreciation Rights.



       

      6.1  Grant.
        The
        Committee may in its discretion, either alone or in connection with the grant
        of
        an Option, grant Stock Appreciation Rights to Eligible Individuals in accordance
        with the Plan, the terms and conditions of which shall be set forth in an
        Agreement. A Stock Appreciation Right may be granted (a) at any time if
        unrelated to an Option or (b) if related to an Option, either at the time
        of
        grant or at any time thereafter during the term of the Option.

       

      6.2  Stock
        Appreciation Right Related to an Option.
        If
        granted in connection with an Option, a Stock Appreciation Right shall cover
        the
        same Shares covered by the Option (or such lesser number of Shares as the
        Committee may determine) and shall, except as provided in this Section 6,
        be
        subject to the same terms and conditions as the related Option.

       

                      (a)  Exercise;
        Transferability.
        A Stock
        Appreciation Right granted in connection with an Option (i) shall be exercisable
        at such time or times and only to the extent that the related Option is
        exercisable, (ii) shall be exercisable only if the Fair Market Value of a
        Share
        on the date of exercise exceeds the exercise price specified in the Agreement
        evidencing the related Incentive Stock Option and (iii) shall not be
        transferable except to the extent the related Option is transferable.


       

      (b)  Amount
        Payable.
        Upon
        the exercise of a Stock Appreciation Right related to an Option, the Participant
        shall be entitled to receive an amount determined by multiplying (i) the
        excess
        of the Fair Market Value of a Share on the last business day preceding the
        date
        of exercise of such Stock Appreciation Right over the per Share exercise
        price
        under the related Option, by (ii) the number of Shares as to which such Stock
        Appreciation Right is being exercised. Notwithstanding the foregoing, the
        Committee may limit in any manner the amount payable with respect to any
        Stock
        Appreciation Right by including such a limit in the Agreement evidencing
        the
        Stock Appreciation Right at the time it is granted.

       

      (c)  Treatment
        of Related Options and Stock Appreciation Rights Upon Exercise.
        Upon
        the exercise of a Stock Appreciation Right granted in connection with an
        Option,
        the Option shall be canceled to the extent of the number of Shares as to
        which
        the Stock Appreciation Right is exercised, and upon the exercise of an Option
        granted in connection with a Stock Appreciation Right, the Stock Appreciation
        Right shall be canceled to the extent of the number of Shares as to which
        the
        Option is exercised or surrendered.

       

      6.3  Stock
        Appreciation Right Unrelated to an Option.
        A Stock
        Appreciation Right unrelated to an Option shall cover such number of Shares
        as
        the Committee shall determine. 

       

      (a)  Terms;
        Duration.
        Stock
        Appreciation Rights unrelated to Options shall contain such terms and conditions
        as to exercisability, vesting and duration as the Committee shall determine,
        but
        in no event shall they have a term of greater than ten (10) years; provided
        that
        unless the Committee provides otherwise a Stock Appreciation Right may, upon
        the
        death of the Participant prior to the expiration of the Award, be exercised
        for
        up to one (1) year following the date of the Participant’s death even if such
        period extends beyond ten (10) years from the date the Stock Appreciation
        Right
        is granted. 

       

      (b)  Amount
        Payable.
        Upon
        exercise of a Stock Appreciation Right unrelated to an Option, the Grantee
        shall
        be entitled to receive an amount determined by multiplying (i) the excess
        of the
        Fair Market Value of a Share on the last business day preceding the date
        of
        exercise of such Stock Appreciation Right over the Fair Market Value of a
        Share
        on the date the Stock Appreciation Right was granted, by (ii) the number
        of
        Shares as to which the Stock Appreciation Right is being exercised.
        Notwithstanding the foregoing, the Committee may limit in any manner the
        amount
        payable with respect to any Stock Appreciation Right by including such a
        limit
        in the Agreement evidencing the Stock Appreciation Right at the time it is
        granted.

       

      (c)  Transferability.
        (i)
        Except as otherwise provided in this Section 6.3(c), no Stock Appreciation
        Right
        unrelated to an Option shall be transferable by the Participant otherwise
        than
        by will or the laws of descent and distribution, and a Stock Appreciation
        Right
        shall be exercisable during the lifetime of such Participant only by the
        Participant or his or her guardian or legal representative. The Committee
        may
        set forth in the Agreement evidencing a Stock Appreciation Right at the time
        of
        grant or thereafter, that the Award, or a portion thereof, may be transferred
        to
        any third party, including but not limited to, members of the Participant’s
        immediate family, to trusts solely for the benefit of such immediate family
        members and to partnerships in which such family members and/or trusts are
        the
        only partners. In addition, for purposes of the Plan, unless otherwise
        determined by the Committee at the time of grant or thereafter, a transferee
        of
        a Stock Appreciation Right pursuant to this Section 6.3(c) shall be deemed
        to be
        the Participant; provided
        that the
        rights of any such transferee thereafter shall be nontransferable except
        that
        such transferee, where applicable under the terms of the transfer by the
        Participant, shall have the right previously held by the Participant to
        designate a Beneficiary. For this purpose, immediate family means the
        Participant’s spouse, parents, children, stepchildren and grandchildren and the
        spouses of such parents, children, stepchildren and grandchildren. The terms
        of
        a Stock Appreciation Right shall be final, binding and conclusive upon the
        beneficiaries, executors, administrators, heirs and successors of the
        Participant. Notwithstanding Section 20.2, or the terms of any Agreement,
        the
        Company or any Subsidiary shall not withhold any amount attributable to the
        Participant’s tax liability from any payment of cash or Shares to a transferee
        or transferee’s Beneficiary under this Section 6.3(c), but may require the
        payment of an amount equal to the Company’s or any Subsidiary’s withholding tax
        obligation as a condition to exercise or as a condition to the release of
        cash
        or Shares upon exercise or upon transfer of the Stock Appreciation
        Right.

       

      6.4  Method
        of Exercise.
        Stock
        Appreciation Rights shall be exercised by a Participant only by giving written
        notice delivered in person or by mail to the person designated by the Company,
        specifying the number of Shares with respect to which the Stock Appreciation
        Right is being exercised. If requested by the Committee, the Participant
        shall
        deliver the Agreement evidencing the Stock Appreciation Right being exercised
        and the Agreement evidencing any related Option to the Company, which shall
        endorse thereon a notation of such exercise and return such Agreement to
        the
        Participant.

       

      6.5  Form
        of Payment.
        Payment
        of the amount determined under Section 6.2(b) or 6.3(b) may be made in the
        discretion of the Committee solely in whole Shares in a number determined
        at
        their Fair Market Value on the last business day preceding the date of exercise
        of the Stock Appreciation Right, or solely in cash, or in a combination of
        cash
        and Shares. If the Committee decides to make full payment in Shares and the
        amount payable results in a fractional Share, payment for the fractional
        Share
        will be made in cash. 

       

      6.6  Effect
        of Change in Control.
        The
        effect of a Change in Control on a Stock Appreciation Right shall be set
        forth
        in the applicable Agreement.

       

      
        	
                7. 

              	  
                	Dividend Equivalent
                Rights.

    

      The
        Committee may in its discretion, grant Dividend Equivalent Rights either
        in
        tandem with an Option or Award or as a separate Award, to Eligible Individuals
        in accordance with the Plan. The terms and conditions applicable to each
        Dividend Equivalent Right shall be specified in the Agreement under which
        the
        Dividend Equivalent Right is granted. Amounts payable in respect of Dividend
        Equivalent Rights may be payable currently or, if applicable, deferred until
        the
        lapsing of restrictions on such Dividend Equivalent Rights or until the vesting,
        exercise, payment, settlement or other lapse of restrictions on the Option
        or
        Award to which the Dividend Equivalent Rights relate. In the event that the
        amount payable in respect of Dividend Equivalent Rights are to be deferred,
        the
        Committee shall determine whether such amounts are to be held in cash or
        reinvested in Shares or deemed (notionally) to be reinvested in Shares. If
        amounts payable in respect of Dividend Equivalent Rights are to be held in
        cash,
        there may be credited at the end of each year (or portion thereof) interest
        on
        the amount of the account at the beginning of the year at a rate per annum
        as
        the Committee, in its discretion, may determine. Dividend Equivalent Rights
        may
        be settled in cash or Shares or a combination thereof, in a single installment
        or multiple installments, as determined by the Committee.

       

      
        	
                8. 

              	  
                	Restricted
                Stock; Restricted Stock Units.



       

      8.1  Restricted
        Stock.
        The
        Committee may grant to Eligible Individuals Awards of Restricted Stock, which
        shall be evidenced by an Agreement. Each Agreement shall contain such
        restrictions, terms and conditions as the Committee may, in its discretion,
        determine and (without limiting the generality of the foregoing) such Agreements
        may require that an appropriate legend be placed on Share certificates. Awards
        of Restricted Stock shall be subject to the terms and provisions set forth
        below
        in this Section 8.1 and in Section 8.3.

       

      (a)  Rights
        of Participant.
        Shares
        of Restricted Stock granted pursuant to an Award hereunder shall be issued
        in
        the name of the Participant as soon as reasonably practicable after the Award
        is
        granted provided that the Participant has executed an Agreement evidencing
        the
        Award, the appropriate blank stock powers and, in the discretion of the
        Committee, an escrow agreement and any other documents which the Committee
        may
        require as a condition to the issuance of such Shares. At the discretion
        of the
        Committee, Shares issued in connection with an Award of Restricted Stock
        shall
        be deposited together with the stock powers with an escrow agent (which may
        be
        the Company) designated by the Committee. Unless the Committee determines
        otherwise and as set forth in the Agreement, upon delivery of the Shares
        to the
        escrow agent, the Participant shall have all of the rights of a shareholder
        with
        respect to such Shares, including the right to vote the Shares and to receive
        all dividends or other distributions paid or made with respect to the
        Shares.

       

      (b)  Non-transferability.
        Until
        all restrictions upon the Shares of Restricted Stock awarded to a Participant
        shall have lapsed in the manner set forth in Section 8.1(c), such Shares
        shall not be sold, transferred or otherwise disposed of and shall not be
        pledged
        or otherwise hypothecated. 

       

      (c)  Lapse
        of Restrictions.

       

      (i)  Generally.
        Subject
        to the provisions of Section 8.3, restrictions upon Shares of Restricted
        Stock
        awarded hereunder shall lapse at such time or times and on such terms and
        conditions as the Committee may determine. The Agreement evidencing the Award
        shall set forth any such restrictions.

       

      (ii)  Effect
        of Change in Control.
        The
        effect of a Change in Control on an Awards of Shares of Restricted Stock
        shall
        be set forth in the applicable Agreement.

       

      (d)  Treatment
        of Dividends.
        At the
        time an Award of Restricted Stock is granted, the Committee may, in its
        discretion, determine that the payment to the Participant of dividends, or
        a
        specified portion thereof, declared or paid on such Shares by the Company
        shall
        be (i) deferred until the lapsing of the restrictions imposed upon such Shares
        and (ii) held by the Company for the account of the Participant until such
        time.
        In the event that dividends are to be deferred, the Committee shall determine
        whether such dividends are to be reinvested in Shares (which shall be held
        as
        additional Shares of Restricted Stock) or held in cash. If deferred dividends
        are to be held in cash, there may be credited interest on the amount of the
        account at such times and at a rate per annum as the Committee, in its
        discretion, may determine. Payment of deferred dividends in respect of Shares
        of
        Restricted Stock (whether held in cash or as additional Shares of Restricted
        Stock), together with interest accrued thereon, if any, shall be made upon
        the
        lapsing of restrictions imposed on the Shares in respect of which the deferred
        dividends were paid, and any dividends deferred (together with any interest
        accrued thereon) in respect of any Shares of Restricted Stock shall be forfeited
        upon the forfeiture of such Shares.

       

      (e)  Delivery
        of Shares.
        Upon
        the lapse of the restrictions on Shares of Restricted Stock, the Committee
        shall
        cause a stock certificate or evidence of book entry Shares to be delivered
        to
        the Participant with respect to such Shares of Restricted Stock, free of
        all
        restrictions hereunder.

       

      8.2  Restricted
        Stock Unit Awards.
        The
        Committee may grant to Eligible Individuals Awards of Restricted Stock Units,
        which shall be evidenced by an Agreement. Each such Agreement shall contain
        such
        restrictions, terms and conditions as the Committee may, in its discretion,
        determine. Awards of Restricted Stock Units shall be subject to the terms
        and
        provisions set forth below in this Section 8.2 and in Section 8.3. 

       

      (a)  Payment
        of Awards.
        Each
        Restricted Stock Unit shall represent the right of the Participant to receive
        a
        payment upon vesting of the Restricted Stock Unit or on any later date specified
        by the Committee equal to the Fair Market Value of a Share as of the date
        the
        Restricted Stock Unit was granted, the vesting date or such other date as
        determined by the Committee at the time the Restricted Stock Unit was granted.
        The Committee may, at the time a Restricted Stock Unit is granted, provide
        a
        limitation on the amount payable in respect of each Restricted Stock Unit.
        The
        Committee may provide for the settlement of Restricted Stock Units in cash
        or
        with Shares having a Fair Market Value equal to the payment to which the
        Participant has become entitled. 

       

      (b)  Effect
        of Change in Control.
        The
        effect of a Change in Control on an Award of Restricted Stock Units shall
        be set
        forth in the applicable Agreement.

       

      8.3  Minimum
        Vesting for Restricted Stock and Restricted Stock Unit Award.
        Except
        as provided in this Section 8.3, Awards of Restricted Stock and Restricted
        Stock
        Units shall not vest more rapidly than with respect to one-third of the Shares
        subject to such Award on each of the first three anniversaries of the date
        such
        Award is granted. Notwithstanding the foregoing, in the discretion of the
        Committee, Awards of Restricted Stock and Restricted Stock Units may vest
        more
        rapidly than provided in the preceding sentence in the case of (i) a
        Participant’s death, Disability or retirement, (ii) grants of Awards of
        Restricted Stock and Restricted Stock Units to new hires and (iii) a Change
        in
        Control. 

       

      
        	
                9. 

              	  
                	Performance
                Awards.



       

      9.1  Performance
        Units and Performance Share Units.
        The
        Committee, in its discretion, may grant Awards of Performance Units and/or
        Performance Share Units to Eligible Individuals, the terms and conditions
        of
        which shall be set forth in an Agreement.

       

      (a)  Performance
        Units.
        Performance Units shall be denominated in a specified dollar amount and,
        contingent upon the attainment of specified Performance Objectives within
        the
        Performance Cycle, represent the right to receive payment as provided in
        Sections 9.1(c) and (d) of the specified dollar amount or a percentage of
        the
        specified dollar amount depending on the level of Performance Objective
        attained; provided,
        however,
        that
        the Committee may at the time a Performance Unit is granted specify a maximum
        amount payable in respect of a vested Performance Unit. Each Agreement shall
        specify the number of Performance Units to which it relates, the Performance
        Objectives which must be satisfied in order for the Performance Units to
        vest
        and the Performance Cycle within which such Performance Objectives must be
        satisfied.

       

      (b)  Performance
        Share Units.
        Performance Share Units shall be denominated in Shares and, contingent upon
        the
        attainment of specified Performance Objectives within the Performance Cycle,
        each Performance Share Unit represents the right to receive payment as provided
        in Sections 9.1(c) and (d) of the Fair Market Value of a Share on the date
        the
        Performance Share Unit was granted, the date the Performance Share Unit became
        vested or any other date specified by the Committee or a percentage of such
        amount depending on the level of Performance Objective attained; provided,
        however,
        that
        the Committee may at the time a Performance Share Unit is granted specify
        a
        maximum amount payable in respect of a vested Performance Share Unit. Each
        Agreement shall specify the number of Performance Share Units to which it
        relates, the Performance Objectives which must be satisfied in order for
        the
        Performance Share Units to vest and the Performance Cycle within which such
        Performance Objectives must be satisfied.

       

      (c)  Vesting
        and Forfeiture.
        Subject
        to Sections 9.3(c) and 9.4, a Participant shall become vested with respect
        to
        the Performance Share Units and Performance Units to the extent that the
        Performance Objectives for the Performance Cycle and other terms and conditions
        set forth in the Agreement are satisfied; provided,
        however,
        that,
        except as may be provided pursuant to Section 9.4, no Performance Cycle for
        Performance Share Units and Performance Units shall be less than one (1)
        year.

       

      (d)  Payment
        of Awards.
        Subject
        to Sections 9.3(c) and 9.4, payment to Participants in respect of vested
        Performance Share Units and Performance Units shall be made as soon as
        practicable after the last day of the Performance Cycle to which such Award
        relates or at such other time or times as the Committee may determine, but
        in no
        event later than 21⁄2 months after the end of the calendar year in which the
        Performance Cycle is completed. Subject to Section 9.4, such payments may
        be
        made entirely in Shares valued at their Fair Market Value, entirely in cash,
        or
        in such combination of Shares and cash as the Committee in its discretion
        shall
        determine at any time prior to such payment; provided,
        however,
        that if
        the Committee in its discretion determines to make such payment entirely
        or
        partially in Shares of Restricted Stock, the Committee must determine the
        extent
        to which such payment will be in Shares of Restricted Stock and the terms
        of
        such Restricted Stock at the time the Award is granted.

       

      9.2  Performance-Based
        Restricted Stock.
        The
        Committee, in its discretion, may grant Awards of Performance-Based Restricted
        Stock to Eligible Individuals, the terms and conditions of which shall be
        set
        forth in an Agreement. Each Agreement may require that an appropriate legend
        be
        placed on Share certificates. Awards of Performance-Based Restricted Stock
        shall
        be subject to the following terms and provisions:

       

      (a)  Rights
        of Participant.
        Performance-Based Restricted Stock shall be issued in the name of the
        Participant as soon as reasonably practicable after the Award is granted
        or at
        such other time or times as the Committee may determine; provided,
        however,
        that no
        Performance-Based Restricted Stock shall be issued until the Participant
        has
        executed an Agreement evidencing the Award, the appropriate blank stock powers
        and, in the discretion of the Committee, an escrow agreement and any other
        documents which the Committee may require as a condition to the issuance
        of such
        Performance-Based Restricted Stock. At the discretion of the Committee, Shares
        issued in connection with an Award of Performance-Based Restricted Stock
        shall
        be deposited together with the stock powers with an escrow agent (which may
        be
        the Company) designated by the Committee. Except as restricted by the terms
        of
        the Agreement, upon delivery of the Shares to the escrow agent, the Participant
        shall have, in the discretion of the Committee, all of the rights of a
        shareholder with respect to such Shares, including the right to vote the
        Shares
        and to receive all dividends or other distributions paid or made with respect
        to
        the Shares. Each Agreement shall specify the number of Shares of
        Performance-Based Restricted Stock to which it relates, the Performance
        Objectives which must be satisfied in order for the Performance-Based Restricted
        Stock to vest and the Performance Cycle within which such Performance Objectives
        must be satisfied.

       

      (b)  Lapse
        of Restrictions.
        Subject
        to Sections 9.3(c) and 9.4, restrictions upon Performance-Based Restricted
        Stock
        awarded hereunder shall lapse and such Performance-Based Restricted Stock
        shall
        become vested at such time or times and on such terms, conditions and
        satisfaction of Performance Objectives as the Committee may, in its discretion,
        determine at the time an Award is granted; provided,
        however,
        that,
        except as may be provided pursuant to Section 9.4, no Performance Cycle for
        Performance-Based Restricted Stock shall be less than one (1) year.

       

      (c)  Treatment of Dividends.
        At the
        time the Award of Performance-Based Restricted Stock is granted, the Committee
        may, in its discretion, determine that the payment to the Participant of
        dividends, or a specified portion thereof, declared or paid on Shares
        represented by such Award which have been issued by the Company to the
        Participant shall be (i) deferred until the lapsing of the restrictions
        imposed upon such Performance-Based Restricted Stock and (ii) held by the
        Company for the account of the Participant until such time. In the event
        that
        dividends are to be deferred, the Committee shall determine whether such
        dividends are to be reinvested in Shares (which shall be held as additional
        Shares of Performance-Based Restricted Stock) or held in cash. If deferred
        dividends are to be held in cash, there may be credited interest on the amount
        of the account at such times and at a rate per annum as the Committee, in
        its
        discretion, may determine. Payment of deferred dividends in respect of Shares
        of
        Performance-Based Restricted Stock (whether held in cash or in additional
        Shares
        of Performance-Based Restricted Stock), together with interest accrued thereon,
        if any, shall be made upon the lapsing of restrictions imposed on the
        Performance-Based Restricted Stock in respect of which the deferred dividends
        were paid, and any dividends deferred (together with any interest accrued
        thereon) in respect of any Performance-Based Restricted Stock shall be forfeited
        upon the forfeiture of such Performance-Based Restricted Stock.

       

      (d)  Delivery of Shares.
        Upon
        the lapse of the restrictions on Shares of Performance-Based Restricted Stock
        awarded hereunder, the Committee shall cause a stock certificate or evidence
        of
        book entry Shares to be delivered to the Participant with respect to such
        Shares, free of all restrictions hereunder.

       

      9.3  Performance
        Objectives

       

      (a)  Establishment.
        Performance Objectives for Performance Awards may be expressed in terms of
        (i)
        stock
        price, (ii) earnings per share, (iii) operating income, (iv) return on equity
        or
        assets, (v) cash flow, (vi) EBITDA, (vii) revenues, (viii) overall revenue
        or
        sales growth, (ix) expense reduction or management, (x) market position,
        (xi)
        total shareholder return, (xii) return on investment, (xiii) earnings before
        interest and taxes (EBIT), (xiv) net income, (xv) return on net assets, (xvi)
        economic value added, (xvii) shareholder value added, (xviii) cash flow return
        on investment, (xix) net operating profit, (xx) net operating profit after
        tax,
        (xxi) return on capital, (xxii) return on invested capital, or (xxiii) any
        combination, including one or more ratios, of the foregoing. Performance
        Objectives may be in respect of the performance of the Company, any of its
        Subsidiaries, any of its Divisions or any combination thereof. Performance
        Objectives may be absolute or relative (to prior performance of the Company
        or
        to the performance of one or more other entities or external indices) and
        may be
        expressed in terms of a progression within a specified range. In the case
        of a
        Performance Award which is intended to constitute Performance-Based
        Compensation, the Performance Objectives with respect to a Performance Cycle
        shall be established in writing by the Committee by the earlier of (i) the
        date
        on which a quarter of the Performance Cycle has elapsed and (ii) the date
        which
        is ninety (90) days after the commencement of the Performance Cycle, and
        in any
        event while the performance relating to the Performance Objectives remain
        substantially uncertain. 

       

      (b)  Effect
        of Certain Events.
        Unless
        otherwise provided by the Committee at the time the Performance Objectives
        in
        respect of a Performance Award are established, performance shall be adjusted
        to
        omit the effects of extraordinary items, gain or loss on the disposal of
        a
        business segment (other than provisions for operating losses or income during
        the phase-out period), unusual or infrequently occurring events and transactions
        that have been publicly disclosed and the cumulative effects of changes in
        accounting principles, all as determined in accordance with generally accepted
        accounting principles (to the extent applicable). In addition, at the time
        of
        the granting of a Performance Award, or at any time thereafter, the Committee
        may provide for the manner in which performance will be measured against
        the
        Performance Objectives (or may adjust the Performance Objectives) to reflect
        the
        impact of specified corporate transactions (such as a stock split or stock
        dividend), special charges, and tax law changes; provided,
        that in
        respect of Performance Awards intended to constitute Performance-Based
        Compensation, such provisions shall be permitted only to the extent permitted
        under Section 162(m) of the Code and the regulations promulgated thereunder
        without adversely affecting the treatment of any Performance Award as
        Performance-Based Compensation.

       

      (c)  Determination
        of Performance.
        Prior
        to
        the vesting, payment, settlement or lapsing of any restrictions with respect
        to
        any Performance Award, the Committee shall certify in writing that the
        applicable Performance Objectives have been satisfied to the extent necessary
        for such Award to qualify as Performance-Based Compensation. In respect of
        a
        Performance Award, the Committee may, in its sole discretion, reduce the
        amount
        of cash paid or number of Shares issued that become vested or on which
        restrictions lapse. The Committee shall not be entitled to exercise any
        discretion otherwise authorized hereunder with respect to any Performance
        Award
        intended to constitute Performance Based Compensation if the ability to exercise
        such discretion or the exercise of such discretion itself would cause the
        compensation attributable to such Awards to fail to qualify as Performance-Based
        Compensation. 

       

      9.4  Effect of Change in Control.
        The
        effect of a Change in Control on a Performance Award shall be set forth in
        the
        applicable Agreement.

       

      9.5  Non-transferability.
        Until
        the vesting of Performance Units and Performance Share Units or the lapsing
        of
        any restrictions on Performance-Based Restricted Stock, as the case may be,
        such
        Performance Units, Performance Share Units or Performance-Based Restricted
        Stock
        shall not be sold, transferred or otherwise disposed of and shall not be
        pledged
        or otherwise hypothecated.

       

      
        	
                10. 

              	  
                	Share
                Awards


      

       

      The
        Committee may grant a Share Award to any Eligible Individual on such terms
        and
        conditions as the Committee may determine in its sole discretion. Share Awards
        may be made as additional compensation for services rendered by the Eligible
        Individual or may be in lieu of cash or other compensation to which the Eligible
        Individual is entitled from the Company. 

       

      
        	
                11. 

              	  
                	Awards to Directors.
                



       

      11.1  Authority
        of Committee.
        Subject
        to the provisions of the Plan, the Committee shall have the full and final
        authority to award Options and Awards to Directors, and the terms and conditions
        of any grant to any such Eligible Individual shall be set forth in an Agreement.
        This Section 11 sets forth special provisions that, unless otherwise provided
        in
        an Agreement, shall be applicable to Awards granted to Directors under the
        Plan.


       

      11.2  Automatic
        Grants.
        Each
        Nonemployee Director shall be granted a Share Award on each August 1st following
        such Nonemployee Director’s election to the Board as long as such Nonemployee
        Director is then still serving on the Board. Such Share Award shall be in
        respect of a number of Shares equal to $60,000 divided by the Fair Market
        Value
        of a Share on the date such Award is granted; provided,
        however,
        that no
        fractional Shares (or cash in lieu thereof) in respect of such Award shall
        be
        granted and the number of Shares in respect of an Award shall be rounded
        to the
        nearest number of whole Shares.

       

      11.3  Issuance
        of Shares.
        The
        Shares issued pursuant to Share Awards granted to a Nonemployee Director
        pursuant to Section 11.2 will be issued on the day preceding the first
        anniversary of the date of grant. In the event a Nonemployee Director ceases
        to
        serve as a director for any reason other as a result of his death, Disability
        or
        his voluntary retirement after age 55, before the day preceding the first
        anniversary of the date of grant, the Share Award granted to a Nonemployee
        Director pursuant to Section 11.2 shall be forfeited on the date the Grantee
        ceased to be a director, and the Nonemployee Director shall have no rights
        with
        respect thereto. In the event a Nonemployee Director ceases to serve as a
        director of the Company by reason of such Director’s death, Disability or
        voluntary retirement after age 55, before the day preceding the first
        anniversary of the date of grant, the Shares issued pursuant to the Share
        Awards
        will be issued on the day preceding the first anniversary of the date of
        grant.


       

      
        	
                12. 

              	  
                	Effect
                of a Termination of Employment.
                


      

       

          The
        Agreement
        evidencing the grant of each Option and each Award shall set forth the terms
        and
        conditions applicable to such Option or Award upon (a) a termination or change
        in the status of the employment of the Participant by the Company, a Subsidiary
        or a Division (including a termination or change by reason of the sale of
        a
        Subsidiary or a Division), or (b) in the case of a Director, the cessation
        of
        the Director’s service on the Board, which, except for Shares or Options granted
        to Directors pursuant to Section 11.2, shall be as the Committee may, in
        its
        discretion, determine at the time the Option or Award is granted or thereafter.
        

       

      
        	
                13. 

              	  
                	Adjustment
                Upon Changes in Capitalization.

  

      13.1  In
        the
        event of a Change in Capitalization, the Committee shall make equitable
        adjustment of (a) the maximum number and class of Shares or other stock or
        securities with respect to which Options or Awards may be granted under the
        Plan, (b) the maximum number and class of Shares or other stock or securities
        that may be issued upon exercise of Incentive Stock Options, (c) the maximum
        number and class of Shares or other stock or securities with respect to which
        Options or Awards may be granted to any Eligible Individual in any calendar
        year, (d) the number and class of Shares or other stock or securities which
        are
        subject to outstanding Options or Awards granted under the Plan and the exercise
        price therefore, if applicable and (e) the Performance Objectives.

       

      13.2  Any
        such
        adjustment in the Shares or other stock or securities (a) subject to
        outstanding Incentive Stock Options (including any adjustments in the exercise
        price) shall be made in such manner as not to constitute a modification as
        defined by Section 424(h)(3) of the Code and only to the extent otherwise
        permitted by Sections 422 and 424 of the Code or (b) subject to outstanding
        Options or Awards that are intended to qualify as Performance-Based Compensation
        shall be made in such a manner as not to adversely affect the treatment of
        the
        Options or Awards as Performance-Based Compensation.

       

      13.3  If,
        by
        reason of a Change in Capitalization, a Participant shall be entitled to,
        or
        shall be entitled to exercise an Option with respect to, new, additional
        or
        different shares of stock or securities of the Company or any other corporation,
        such new, additional or different shares shall thereupon be subject to all
        of
        the conditions, restrictions and performance criteria which were applicable
        to
        the Shares subject to the Award or Option, as the case may be, prior to such
        Change in Capitalization.

       

      
        	
                14. 

              	  
                	Effect
                of Certain Transactions.
                

  

      Subject
        to the terms of an Agreement, following (a) the liquidation or dissolution
        of
        the Company or (b) a merger or consolidation of the Company (a “Transaction”),
        either (i) each outstanding Option or Award shall be treated as provided
        for in
        the agreement entered into in connection with the Transaction or (ii) if
        not so
        provided in such agreement, each Optionee and Grantee shall be entitled to
        receive in respect of each Share subject to any outstanding Options or Awards,
        as the case may be, upon exercise of any Option or payment or transfer in
        respect of any Award, the same number and kind of stock, securities, cash,
        property or other consideration that each holder of a Share was entitled
        to
        receive in the Transaction in respect of a Share; provided,
        however,
        that
        such stock, securities, cash, property, or other consideration shall remain
        subject to all of the conditions, restrictions and performance criteria which
        were applicable to the Options and Awards prior to such Transaction. Without
        limiting the generality of the foregoing, the treatment of outstanding Options
        and Stock Appreciation Rights pursuant to clause (i) of this Section 14 in
        connection with a Transaction may include the cancellation of outstanding
        Options and Stock Appreciation Rights upon consummation of the Transaction
        provided either (x) the holders of affected Options and Stock Appreciation
        Rights have been given a period of at least fifteen (15) days prior to the
        date
        of the consummation of the Transaction to exercise the Options or Stock
        Appreciation Rights (whether or not they were otherwise exercisable) or (y)
        the
        holders of the affected Options and Stock Appreciation Rights are paid (in
        cash
        or cash equivalents) in respect of each Share covered by the Option or Stock
        Appreciation Right being cancelled an amount equal to the excess, if any,
        of the
        per share price paid or distributed to stockholders in the transaction (the
        value of any non-cash consideration to be determined by the Committee in
        its
        sole discretion) over the exercise price of the Option or Stock Appreciation
        Right. For avoidance of doubt, (1) the cancellation of Options and Stock
        Appreciation Rights pursuant to clause (y) of the preceding sentence may
        be
        effected notwithstanding anything to the contrary contained in this Plan
        or any
        Agreement and (2) if the amount determined pursuant to clause (y) of the
        preceding sentence is zero or less, the affected Option or Stock Appreciation
        Right may be cancelled without any payment therefor. The treatment of any
        Option
        or Award as provided in this Section 14 shall be conclusively presumed to
        be appropriate for purposes of Section 13.

       

      
        	
                15. 

              	  
                	Interpretation.
                

  

      15.1  Section
        16 Compliance.
        The
        Plan is intended to comply with Rule 16b-3 promulgated under the Exchange
        Act
        and the Committee shall interpret and administer the provisions of the Plan
        or
        any Agreement in a manner consistent therewith. Any provisions inconsistent
        with
        such Rule shall be inoperative and shall not affect the validity of the Plan.
        

       

      15.2  Section
        162(m).
        Unless
        otherwise determined by the Committee at the time of grant, (i) each Option,
        Stock Appreciation Right, and Performance Award granted under the Plan to
        the
        Chief Executive Officer is intended to be Performance-Based Compensation,
        and
        (ii) each Option, Stock Appreciation Right and Performance Award granted
        under
        the Plan to any Participant other than the Chief Executive Officer is not
        intended to be Performance-Based Compensation. Unless otherwise determined
        by
        the Committee, if any provision of the Plan or any Agreement relating to
        an
        Option or Award that is intended to be Performance-Based Compensation does
        not
        comply or is inconsistent with Section 162(m) of the Code or the regulations
        promulgated thereunder (including IRS Regulation § 1.162-27 unless and to the
        extent it is superseded by an interim or final regulation), such provision
        shall
        be construed or deemed amended to the extent necessary to conform to such
        requirements, and no provision shall be deemed to confer upon the Committee
        discretion to increase the amount of compensation otherwise payable in
        connection with any such Option or Award upon the attainment of the Performance
        Objectives. 

       

      
        	
                16. 

              	  
                	Termination
                and Amendment of the Plan or Modification of Options and
                Awards.


      

       

      16.1  Plan
        Amendment or Termination.
        The
        Board may at any time terminate the Plan and the Board may at any time and
        from
        time to time amend, modify or suspend the Plan; provided,
        however,
        that:


       

      (a)  no
        such
        amendment, modification, suspension or termination shall impair or adversely
        alter any Options or Awards theretofore granted under the Plan, except with
        the
        consent of the Participant, nor shall any amendment, modification, suspension
        or
        termination deprive any Participant of any Shares which he or she may have
        acquired through or as a result of the Plan; 

       

      (b)  to
        the
        extent necessary under any applicable law, regulation or exchange requirement,
        no other amendment shall be effective unless approved by the shareholders
        of the
        Company in accordance with applicable law, regulation or exchange
        requirement;

       

      (c)  no
        such
        amendment or modification shall materially modify the definition of “Eligible
        Individual” unless such amendment or modification is approved by the
        shareholders of the Company in accordance with applicable law, regulation
        or
        exchange requirement; and

       

      (d)  no
        such
        amendment or modification shall materially modify the number of Shares that
        may
        be made the subject of Awards or Options granted under the Plan set forth
        in
        Section 4.1 unless such amendment or modification is approved by the
        shareholders of the Company in accordance with applicable law, regulation
        or
        exchange requirement.

       

       

      16.2  Modification
        of Options and Awards.
        No
        modification of an Option or Award shall adversely alter or impair any rights
        or
        obligations under the Option or Award without the consent of the
        Participant.

       

       

      
        	
                17. 

              	  
                	Non-Exclusivity
                of the Plan.
                

  

      The
        adoption of the Plan by the Board shall not be construed as amending, modifying
        or rescinding any previously approved incentive arrangement or as creating
        any
        limitations on the power of the Board to adopt such other incentive arrangements
        as it may deem desirable, including, without limitation, the granting of
        stock
        options otherwise than under the Plan, and such arrangements may be either
        applicable generally or only in specific cases.

       

      
        	
                18. 

              	  
                	Limitation
                of Liability.


       


      As
        illustrative of the limitations of liability of the Company, but not intended
        to
        be exhaustive thereof, nothing in the Plan shall be construed to:

       

      (a)  give
        any
        person any right to be granted an Option or Award other than at the sole
        discretion of the Committee;

       

      (b)  give
        any
        person any rights whatsoever with respect to Shares except as specifically
        provided in the Plan;

       

      (c)  limit
        in
        any way the right of the Company or any Subsidiary to
        terminate the employment of any person at any time; or

       

      (d)  be
        evidence of any agreement or understanding, express or implied, that the
        Company
        will employ any person at any particular rate of compensation or for any
        particular period of time.

       

      
        	
                19. 

              	  
                	Regulations
                and Other Approvals; Governing Law.

  

      19.1  Except
        as
        to matters of federal law, the Plan and the rights of all persons claiming
        hereunder shall be construed and determined in accordance with the laws of
        the
        State of Delaware without giving effect to conflicts of laws principles
        thereof.

       

      19.2  The
        obligation of the Company to sell or deliver Shares with respect to Options
        and
        Awards granted under the Plan shall be subject to all applicable laws, rules
        and
        regulations, including all applicable federal and state securities laws,
        and the
        obtaining of all such approvals by governmental agencies as may be deemed
        necessary or appropriate by the Committee.

       

      19.3  The
        Board
        may make such changes as may be necessary or appropriate to comply with the
        rules and regulations of any government authority, or to obtain for Eligible
        Individuals granted Incentive Stock Options the tax benefits under the
        applicable provisions of the Code and regulations promulgated
        thereunder.

       

      19.4  Each
        grant of an Option and Award and the issuance of Shares or other settlement
        of
        the Option or Award is subject to the compliance with all applicable federal,
        state or foreign law. Further, if at any time the Committee determines, in
        its
        discretion, that the listing, registration or qualification of Shares issuable
        pursuant to the Plan is required by any securities exchange or under any
        federal, state or foreign law, or the consent or approval of any governmental
        regulatory body is necessary or desirable as a condition of, or in connection
        with, the grant of an Option or Award or the issuance of Shares, no Options
        or
        Awards shall be or shall be deemed to be granted or payment made or Shares
        issued, in whole or in part, unless listing, registration, qualification,
        consent or approval has been effected or obtained free of any conditions
        that
        are not acceptable to the Committee. Any person exercising an Option or
        receiving Shares in connection with any other Award shall make such
        representations and agreements and furnish such information as the Board
        or
        Committee may request to assure compliance with the foregoing or any other
        applicable legal requirements.

       

      19.5  Notwithstanding
        anything contained in the Plan or any Agreement to the contrary, in the event
        that the disposition of Shares acquired pursuant to the Plan is not covered
        by a
        then current registration statement under the Securities Act of 1933, as
        amended
        (the “Securities Act”), and is not otherwise exempt from such registration, such
        Shares shall be restricted against transfer to the extent required by the
        Securities Act and Rule 144 or other regulations promulgated thereunder.
        The Committee may require any individual receiving Shares pursuant to an
        Option
        or Award granted under the Plan, as a condition precedent to receipt of such
        Shares, to represent and warrant to the Company in writing that the Shares
        acquired by such individual are acquired without a view to any distribution
        thereof and will not be sold or transferred other than pursuant to an effective
        registration thereof under the Securities Act or pursuant to an exemption
        applicable under the Securities Act or the rules and regulations promulgated
        thereunder. The certificates evidencing any of such Shares shall be
        appropriately amended or have an appropriate legend placed thereon to reflect
        their status as restricted securities as aforesaid.

       

      
        	
                20. 

              	  
                	Miscellaneous.

  

      20.1  Multiple
        Agreements.
        The
        terms of each Option or Award may differ from other Options or Awards granted
        under the Plan at the same time, or at some other time. The Committee may
        also
        grant more than one Option or Award to a given Eligible Individual during
        the
        term of the Plan, either in addition to, or subject to Section 3.6, in
        substitution for, one or more Options or Awards previously granted to that
        Eligible Individual.

       

      20.2  Withholding
        of Taxes.
        

       

      (a)  The
        Company or any Subsidiary shall withhold from any payment of cash or Shares
        to a
        Participant or other person under the Plan an amount sufficient to cover
        any
        withholding taxes which may become required with respect to such payment
        or
        shall take any other action as it deems necessary to satisfy any income or
        other
        tax withholding requirements as a result of the grant or exercise of any
        Award
        under the Plan. The Company or any Subsidiary shall have the right to require
        the payment of any such taxes and require that any person furnish information
        deemed necessary by the Company or any Subsidiary to meet any tax reporting
        obligation as a condition to exercise or before making any payment pursuant
        to
        an Award or Option. If specified in an Agreement at the time of grant or
        otherwise approved by the Committee, a Participant may, in satisfaction of
        his
        or her obligation to pay withholding taxes in connection with the exercise,
        vesting or other settlement of an Option or Award, elect to (i) make a cash
        payment to the Company, (ii) have withheld a portion of the Shares then issuable
        to him or her, or (iii) surrender Shares owned by the Participant prior to
        the
        exercise, vesting or other settlement of an Option or Award, in each case
        having
        an aggregate Fair Market Value equal to the withholding taxes.

       

      (b)  If
        a
        Participant makes a disposition, within the meaning of Section 424(c) of
        the
        Code and regulations promulgated thereunder, of any Share or Shares issued
        to
        such Participant pursuant to the exercise of an Incentive Stock Option within
        the two-year period commencing on the day after the date of the grant or
        within
        the one-year period commencing on the day after the date of transfer of such
        Share or Shares to the Participant pursuant to such exercise, the Participant
        shall, within ten (10) days of such disposition, notify the Company thereof,
        by
        delivery of written notice to the Company at its principal executive
        office.

       

      20.3  Plan
        Unfunded.
        The
        Plan shall be unfunded. Except for reserving a sufficient number of authorized
        Shares to the extent required by law to meet the requirements of the Plan,
        the
        Company shall not be required to establish any special or separate fund or
        to
        make any other segregation of assets to assure payment of any Award or Option
        granted under the Plan.

       

      20.4  Beneficiary
        Designation.
        Each
        Participant may, from time to time, name one or more individuals (each, a
        “Beneficiary”) to whom any benefit under the Plan is to be paid in case of the
        Participant’s death before he or she receives any or all of such benefit. Each
        such designation shall revoke all prior designations by the same Participant,
        shall be in a form prescribed by the Company, and will be effective only
        when
        filed by the Participant in writing with the Company 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. 

       

      20.5  Effective
        Date/Term.
        The
        effective date of the Plan shall be the date on which the Plan is approved
        by
        the affirmative vote of the holders of a majority of the securities of the
        Company present, or represented, and entitled to vote at a meeting of
        shareholders duly held in accordance with the applicable laws of the State
        of
        Delaware within twelve (12) months of the adoption of the Plan by the Board
        (the
“Effective Date”). Upon such approval of the Plan by the shareholders, no
        further awards shall be granted under the Prior Plan. 

       

      The
        Plan
        shall terminate on the Termination Date. No Option or Award shall be granted
        after the Termination Date. The applicable terms of the Plan, and any terms
        and
        conditions applicable to Options and Awards granted prior to the Termination
        Date shall survive the termination of the Plan and continue to apply to such
        Options and Awards.

       

      20.6  Translations.
        Any inconsistency between the terms of the Plan or any Agreement and the
        corresponding translation thereof into a language other than English shall
        be
        resolved by reference, solely, to the English language document.