exv10w23



Table of Contents



 Exhibit 10.23

Sovereign Bancorp, Inc.

2004 Broad-Based Stock Incentive Plan


(as amended by Amendment #1)




 









 
















Sovereign Bancorp, Inc.

2004 Broad-Based Stock Incentive Plan




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE	 	PAGE
	 
	 	 	 	 	 	 
	ARTICLE 1.

	 	PURPOSE OF THE PLAN; TYPES OF AWARDS
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 2.

	 	DEFINITIONS
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 3.

	 	ADMINISTRATION
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE 4.

	 	COMMON STOCK SUBJECT TO THE PLAN
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 5.

	 	ELIGIBILITY
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE 6.

	 	STOCK OPTIONS IN GENERAL
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE 7.

	 	TERM, VESTING AND EXERCISE OF OPTIONS
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE 8.

	 	EXERCISE OF OPTIONS FOLLOWING TERMINATION OF
EMPLOYMENT
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE 9.

	 	RESTRICTED STOCK
	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 10.

	 	ADJUSTMENT PROVISIONS
	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 11.

	 	GENERAL PROVISIONS
	 	 	14	 











 









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ARTICLE 1. PURPOSE OF THE PLAN; TYPES OF AWARDS




     1.1 Purpose. The Sovereign Bancorp, Inc. 2004 Broad-Based Stock Incentive Plan is
intended to provide selected Team Members of Sovereign Bancorp, Inc. and its Subsidiaries with an
opportunity to acquire Common Stock of the Corporation. The Plan is designed to help the
Corporation attract, retain and motivate Team Members to make substantial contributions to the
success of the Corporation’s business and the businesses of its Subsidiaries. Awards will be
granted under the Plan based, among other things, on the Participant’s level of responsibility and
performance within the Corporation.



     1.2 Authorized Plan Awards. Incentive Stock Options, Nonqualified Stock Options, and
Restricted Stock may be awarded within the limitations of the Plan herein described.








ARTICLE 2. DEFINITIONS




     2.1 “Agreement.” A written or electronic agreement between the Corporation and a Participant
evidencing the grant of an Award. A Participant may be issued one or more Agreements from time to
time, reflecting one or more Awards.



     2.2 “Award.” The grant of a Stock Option or Restricted Stock.



     2.3 “Board.” The Board of Directors of the Corporation.



     2.4 “Change in Control.” Except as otherwise provided in an Agreement, the first to occur of
any of the following events:



          (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
except for any of the Corporation’s employee benefit plans, or any entity holding the Corporation’s
voting securities for, or pursuant to, the terms of any such plan (or any trust forming a part
thereof) (the “Benefit Plan(s)”), is or becomes the beneficial owner, directly or indirectly, of
the Corporation’s securities representing 19.9% or more of the combined voting power of the
Corporation’s then outstanding securities other than; (i) pursuant to a transaction excepted in
Clause (c) or (d); or (ii) pursuant to a Buyer Acquisition Transaction (as defined in the
Investment Agreement (the “Investment Agreement”), between the Corporation and Banco Santander
Central Hispano, S.A., dated as of October 24, 2005, as it may be thereafter amended) effectuated
in accordance with the terms of the Investment Agreement other than a Buyer Acquisition Transaction
contemplated in Sections 8.06 through 8.08 and 8.10 of the Investment Agreement;




          (b) there occurs a contested proxy solicitation of the Corporation’s shareholders that
results in the contesting party obtaining the ability to vote securities representing 19.9% or more
of the combined voting power of the Corporation’s then outstanding securities;




          (c) a binding written agreement is executed (and, if legally required, approved by the
Corporation’s shareholders) providing for a sale, exchange, transfer, or other disposition of all
or substantially all of the assets of the Corporation or of Sovereign Bank to another entity,
except to an entity controlled directly or indirectly by the Corporation;




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          (d) the shareholders of the Corporation approve a merger, consolidation, or other
reorganization of the Corporation, unless:





     (i) under the terms of the agreement approved by the Corporation’s shareholders
providing for such merger, consolidation or reorganization, the shareholders of the
Corporation immediately before such merger, consolidation, or reorganization, will own,
directly or indirectly immediately following such merger, consolidation, or reorganization,
at least 51% of the combined voting power of the outstanding voting securities of the
Corporation resulting from such merger, consolidation, or reorganization (the “Surviving
Corporation”) in substantially the same proportion as their ownership of the voting
securities immediately before such merger, consolidation, or reorganization;




     (ii) under the terms of the agreement approved by the Corporation’s shareholders
providing for such merger, consolidation, or reorganization, the individuals who were
members of the Board immediately prior to the execution of such agreement will constitute at
least 51% of the members of the board of directors of the Surviving Corporation after such
merger, consolidation, or reorganization; and




     (iii) based on the terms of the agreement approved by the Corporation’s shareholders
providing for such merger, consolidation or reorganization, no Person (other than (A) the
Corporation or any subsidiary of the Corporation, (B) any Benefit Plan, (C) the Surviving
Corporation or any Subsidiary of the Surviving Corporation, or (D) any Person who,
immediately prior to such merger, consolidation, or reorganization had beneficial ownership
of 19.9% or more of the then outstanding voting securities) will have beneficial ownership
of 19.9% or more of the combined voting power of the Surviving Corporation’s then
outstanding voting securities;



          (e) a plan of liquidation or dissolution of the Corporation, other than pursuant to
bankruptcy or insolvency laws, is adopted;




          (f) during any period of two consecutive years, individuals, who at the beginning of such
period, constituted the Board cease for any reason to constitute at least a majority of the Board
unless the election, or the nomination for election by the Corporation’s shareholders, of each new
director was approved by a vote of at least two-thirds of the directors then still in office who
were directors at the beginning of the period; or




          (g) the occurrence of a Triggering Event within the meaning of the Second Amended and
Restated Rights Agreement, between the Corporation and Mellon Investor Services LLC, as rights
agent, dated as of January 19, 2005, as amended on October 24, 2005, and as it may be further
amended from time to time.




     Notwithstanding Clause (a), a Change in Control shall not be deemed to have occurred if a
Person becomes the beneficial owner, directly or indirectly, of the Corporation’s securities
representing 19.9% or more of the combined voting power of the Corporation’s then outstanding
securities solely as a result of an acquisition by the Corporation of its voting securities which,
by reducing the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 19.9% or more of the combined voting power of the



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Corporation’s then outstanding securities; provided, however, that if a Person becomes a
beneficial owner of 19.9% or more of the combined voting power of the Corporation’s then
outstanding securities by reason of share purchases by the Corporation and shall, after such share
purchases by the Corporation, become the beneficial owner, directly or indirectly, of any
additional voting securities of the Corporation (other than as a result of a stock split, stock
dividend or similar transaction), then a Change in Control of the Corporation shall be deemed to
have occurred with respect to such Person under Clause (a). In no event shall a Change in Control
of the Corporation be deemed to occur under Clause (a) with respect to Benefit Plans.




     2.5 “Code.” The Internal Revenue Code of 1986, as amended.



     2.6 “Code of Conduct.” The following documents: (i) the Sovereign Bancorp, Inc. Code of
Conduct and Ethics, (ii) Code of Ethics For the Chief Executive Officer and Senior Financial
Officers of Sovereign Bancorp, Inc. and Sovereign Bank, (iii) the Sovereign Bancorp, Inc. Policy on
Personal Securities Transactions, and (iv) the policies and procedures related to employment of
Team Members by the Corporation or a Subsidiary set forth in the Sovereign Bank Team Member
Handbook. The Code of Conduct may be amended and updated at any time. The term “Code of Conduct”
shall also include any other policy or procedure that may be adopted by the Corporation or a
Subsidiary and communicated to Team Members of the Corporation or a Subsidiary.



     2.7 “Committee.” The Compensation Committee of the Board.



     2.8 “Common Stock.” The common stock of the Corporation (no par value) as described in the
Corporation’s Articles of Incorporation, or such other stock as shall be substituted therefor.



     2.9 “Corporation.” Sovereign Bancorp, Inc., a Pennsylvania corporation.



     2.10 “Exchange Act.” The Securities Exchange Act of 1934, as amended.



     2.11 “Incentive Stock Option.” A Stock Option intended to satisfy the requirements of Code
Section 422(b).



     2.12 “Nonqualified Stock Option.” A Stock Option which does not satisfy the requirements of
Code Section 422(b).



     2.13 “Non-Senior Officer.” A Team Member who is not a Senior Officer.



     2.14 “Optionee.” A Participant who is awarded a Stock Option pursuant to the provisions of
the Plan.



     2.15 “Participant.” A Team Member to whom an Award has been granted and remains outstanding.



     2.16 “Performance Criteria.” Any objective determination based on one or more of the
following areas of performance of the Corporation, a Subsidiary, or any division, department or
group of either which includes, but is not limited to: (a) earnings, (b) cash flow, (c) revenue,
(d) financial ratios, (e) market performance, (f) shareholder return, (g) operating profits



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(including earnings before interest, taxes, depreciation and amortization), (h) earnings per share, (i)
return on assets, (j) return on equity, (k) return on investment, (l) stock price, (m) asset
quality, (n) expense reduction, (o) systems conversion, (p) special projects as determined by the
Committee, and (q) integration initiatives. Performance Criteria shall be established by the
Committee prior to the issuance of a Performance Grant.




     2.17 “Performance Goal.” One or more goals established by the Committee, with respect to an
Award intended to constitute a Performance Grant, that relate to one or more Performance Criteria.
A Performance Goal shall relate to such period of time, not less than one year (unless coupled with
a vesting schedule of at least one year) or more than five years, as may be specified by the
Committee at the time of the awarding of a Performance Grant.



     2.18 “Performance Grant.” An Award, the vesting or receipt without restriction of which, is
conditioned on the satisfaction of one or more Performance Goals.



     2.19 “Plan.” The Sovereign Bancorp, Inc. 2004 Broad-Based Stock Incentive Plan.



     2.20 “Restricted Stock.” An award of Common Stock pursuant to the provisions of the Plan,
which award is subject to such restrictions and other conditions, including achievement of one or
more performance goals, as may be specified by the Committee at the time of such award.



     2.21 “Retirement.” The termination of a Participant’s employment following the first day of
the month coincident with or next following attainment of age 65, as the term “Normal Retirement
Date” is defined in the Sovereign Bancorp, Inc. Employee Stock Ownership Plan, or attainment of age
55 and the completion of five (5) years service, as the term “Early Retirement Date” is defined in
the Sovereign Bancorp, Inc. Employee Stock Ownership Plan.



     2.22 “Securities Act.” The Securities Act of 1933, as amended.



     2.23 “Senior Officer.” A Team Member designated as a member of the Office of the Chairman of
Sovereign Bank (or other equivalent or successor designation as may be made from time to time).



     2.24 “Stock Option” or “Option.” A grant of a right to purchase Common Stock pursuant to the
provisions of the Plan.



     2.25 “Subsidiary.” A subsidiary corporation, as defined in Code Section 424(f), that is a
subsidiary of a relevant corporation.



     2.26 “Team Member.” Any common law employee of the Corporation or a Subsidiary. A Team
Member does not include any individual who: (i) does not receive payment for services directly
from the Corporation’s or a Subsidiary’s payroll; (ii) is employed by an employment agency that is
not a Subsidiary; or (iii) who renders services pursuant to a written arrangement that expressly
provides that the service provider is not eligible for participation in the Plan, regardless if
such person is later determined by the Internal Revenue Service or a court of law to be a common
law employee.



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     2.27 “Termination For Cause.” Termination of a Team Member by the Corporation or a
Subsidiary after:



          (a) the Office of Thrift Supervision or any other government regulatory agency recommends or
orders in writing that the Corporation or a Subsidiary terminate the employment of such Team Member
or relieve him or her of his or her duties;




          (b) such Team Member is convicted of or enters a plea of guilty or nolo
contendere to a felony, a crime of falsehood, or a crime involving fraud or moral
turpitude, or the actual incarceration of the Team Member for a period of 45 consecutive days;




          (c) in the determination of the Committee, such Team Member willfully fails to follow the
lawful instructions of the Board or any officer of the Corporation or a Subsidiary after such Team
Member’s receipt of written notice of such instructions, other than a failure resulting from the
Team Member’s incapacity because of physical or mental illness;




          (d) in the determination of the Committee, the willful or continued failure by such Team
Member to substantially and satisfactorily perform his duties with the Corporation or a Subsidiary
(other than any such failure resulting from the Team Member’s being “disabled” (within the meaning
of Code Section 22(e)(3)) or as a result of physical or mental illness), within a reasonable period
of time after a demand for substantial performance or notice of lack of substantial or satisfactory
performance is delivered to the Team Member, which demand identifies the manner in which the Team
Member has not substantially or satisfactorily performed his duties; or




          (e) in the determination of the Committee, the failure by such Team Member to conform to the
Corporation’s Code of Conduct.




          For purposes of the Plan, no act, or failure to act, on a Team Member’s part shall be deemed
“willful” unless done, or omitted to be done, by such Team Member not in good faith and without
reasonable belief that such Team Member’s action or omission was in the best interest of the
Corporation or a Subsidiary.








ARTICLE 3. ADMINISTRATION




     3.1 The Committee. The Plan shall be administered by the Compensation Committee of
the Board composed of two or more members of the Board, all of whom are (a) “non-employee
directors” as such term is defined under the rules and regulations adopted from time to time by the
Securities and Exchange Commission pursuant to Section 16(b) of the Exchange Act, and (b) “outside
directors” within the meaning of Code Section 162(m). The Board may from time to time remove
members from, or add members to, the Committee. Vacancies on the Committee, however caused, shall
be filled by the Board.



     3.2 Powers of the Committee.



          (a) The Committee shall be vested with full authority to make such rules and regulations as
it deems necessary or desirable to administer the Plan and to interpret the provisions of the Plan,
unless otherwise determined by a majority of the disinterested members


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of the Board. Any determination, decision, or action of the Committee in connection with the
construction, interpretation, administration or application of the Plan shall be final, conclusive,
and binding upon all Participants and any person claiming under or through a Participant, unless
otherwise determined by a majority of the disinterested members of the Board.




          (b) Subject to the terms, provisions and conditions of the Plan and subject to review and
approval by a majority of the disinterested members of the Board, the Committee shall have
exclusive jurisdiction to:





     (i) determine and select the Team Members to be granted Awards (it being understood
that more than one Award may be granted to the same person);




     (ii) determine the number of shares subject to each Award;




     (iii) determine the date or dates when the Awards will be granted;




     (iv) determine the exercise price of shares subject to an Option in accordance with
Article 6;




     (v) determine the date or dates when an Option may be exercised within the term of the
Option specified pursuant to Article 7;




     (vi) determine whether an Option constitutes an Incentive Stock Option or a
Nonqualified Stock Option;




     (vii) determine the Performance Criteria and establish Performance Goals with respect
thereto, to be applied to an Award; and




     (viii) prescribe the form, which shall be consistent with the Plan document, of the
Agreement evidencing any Awards granted under the Plan.



     3.3 Liability. No member of the Board or the Committee shall be liable for any
action or determination made in good faith by the Board or the Committee with respect to this Plan
or any Awards granted under this Plan.



     3.4 Establishment and Certification of Performance Goals. The Committee shall
establish, prior to grant, Performance Goals with respect to each Award intended to constitute a
Performance Grant. Notwithstanding anything herein to the contrary, no Option that is intended to
constitute a Performance Grant may be exercised until the Performance Goal or Goals applicable
thereto is or are satisfied, nor shall any share of Restricted Stock that is intended to constitute
a Performance Grant be released to a Participant until, the Performance Goal or Goals applicable
thereto is or are satisfied.



     3.5 No Waiver of Performance Goals. Under no circumstances shall the Committee or
the Board waive any Performance Goals with respect to the grant of any Award hereunder.



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     3.6 Performance Grants Not Mandatory. Nothing herein shall be construed as requiring
that any Award be made a Performance Grant; provided, however, that any Award granted to a Senior
Officer shall be subject to a one or more Performance Goals.







ARTICLE 4. COMMON STOCK SUBJECT TO THE PLAN




     4.1 Common Stock Authorized.



          (a) The total aggregate number of shares of Common Stock for which Options may be granted
under the Plan or which may be awarded as Restricted Stock under the Plan shall not exceed
15,000,000. The limitation established by the preceding sentence shall be subject to adjustment as
provided in Article 10.




          (b) The maximum aggregate number of shares of Common Stock for which Restricted Stock may be
awarded under the Plan shall not exceed 6,000,000. The limitation established by the preceding
sentence shall be subject to adjustment as provided in Article 10.




          (c) The maximum aggregate number of shares of Common Stock for which Incentive Stock Options
may be granted under the Plan shall not exceed 5,000,000. The limitation established by the
preceding sentence shall be subject to adjustment as provided in Article 10.




          (d) If any Option is exercised by tendering Common Stock, either actually or by attestation,
to the Corporation as full or partial payment in connection with the exercise of such Option under
the Plan, or if the tax withholding requirements are satisfied through such tender, only the number
of shares of Common Stock issued net of the Common Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares available for Awards under the Plan.




     4.2 Shares Available. The Common Stock to be issued under the Plan shall be the
Corporation’s Common Stock which shall be made available at the discretion of the Board, either
from authorized but unissued Common Stock or from Common Stock acquired by the Corporation,
including shares purchased in the open market. In the event that any outstanding Award under the
Plan for any reason expires, terminates, or is forfeited, the shares of Common Stock allocable to
such expiration, termination, or forfeiture may thereafter again be made subject to an Award under
the Plan.







ARTICLE 5. ELIGIBILITY




     5.1 Participation. Awards shall be granted by the Committee only to persons who are
Team Members and shall be ratified by a majority of the disinterested members of the Board.



     5.2 Incentive Stock Option Eligibility. Notwithstanding any other provision of the
Plan to the contrary, an individual who owns more than ten percent of the total combined voting
power of all classes of outstanding stock of the Corporation shall not be eligible for the grant of
an Incentive Stock Option, unless the special requirements set forth in Sections 6.1 and 7.1 are
satisfied. For purposes of this section, in determining stock ownership, an individual shall be
considered as owning the stock owned, directly or indirectly, by or for his brothers and sisters
(whether by the whole or half blood), spouse, ancestors and lineal descendants. Stock owned,



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directly or indirectly, by or for a corporation, partnership, estate or trust shall be considered
as being owned proportionately by or for its shareholders, partners or beneficiaries. “Outstanding
stock” shall include all stock actually issued and outstanding immediately before the grant of the
Option. “Outstanding stock” shall not include shares authorized for issue under outstanding
Options held by the Optionee or by any other person.








ARTICLE 6. STOCK OPTIONS IN GENERAL




     6.1 Exercise Price. The exercise price of an Option to purchase a share of Common
Stock shall be, in the case of an Incentive Stock Option, not less than 100% of the fair market
value of a share of Common Stock on the date the Option is granted, except that the exercise price
shall be not less than 110% of such fair market value in the case of an Incentive Stock Option
granted to any individual described in Section 5.2. The exercise price of an Option to purchase a
share of Common Stock shall be, in the case of a Nonqualified Stock Option, not less than 100% of
the fair market value of a share of Common Stock on the date the Option is granted. The exercise
price shall be subject to adjustment pursuant to the limited circumstances set forth in Article 10.



     6.2 Limitation on Incentive Stock Options. The aggregate fair market value
(determined as of the date an Option is granted) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any individual in any calendar year
(under the Plan and all other plans maintained by the Corporation and Subsidiaries) shall not
exceed $100,000.



     6.3 Determination of Fair Market Value.



          (a) If the Common Stock is listed on an established stock exchange or exchanges, the fair
market value per share of the Common Stock shall be the composite closing sale price for such a
share on the relevant day. If no sale of Common Stock has occurred on that day, the fair market
value shall be determined by reference to such price for the next preceding day on which a sale
occurred.




          (b) In the event that the Common Stock is not traded on an established stock exchange, then
the fair market value per share of Common Stock will be the price established by the Committee in
good faith.




          In connection with determining the fair market value of a share of Common Stock on any
relevant day, the Committee may use any source deemed reliable; and its determination shall be
final and binding on all affected persons, absent clear error.




     6.4 Limitation on Option Awards. Awards under this Plan (and any other plan of the
Corporation or a Subsidiary providing for stock option awards) to a Team Member described in Code
Section 162(m)(3) shall not exceed, in the aggregate, Options to acquire 300,000 shares of Common
Stock during any period of 12 consecutive months. Such limitation shall be subject to adjustment
in the manner described in Article 10.



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     6.5 Transferability of Options.



          (a) Except as provided in Subsection (b), an Option granted hereunder shall not be
transferable other than by will or the laws of descent and distribution, and such Option shall be
exercisable, during the Optionee’s lifetime, only by him or her.




          (b) An Optionee may, with the prior approval of the Committee, transfer a Nonqualified Stock
Option for no consideration to or for the benefit of one or more members of the Optionee’s
“immediate family” (including a trust, partnership or limited liability company for the benefit of
one or more of such members), subject to such limits as the Committee may impose, and the
transferee shall remain subject to all terms and conditions applicable to the Option prior to its
transfer. The term “immediate family” shall mean an Optionee’s spouse, parents, children,
stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose,
shall also include the Optionee).








ARTICLE 7. TERM, VESTING AND EXERCISE OF OPTIONS




     7.1 Term and Vesting. Each Option granted under the Plan shall terminate on the date
determined by the Committee, and specified in the Agreement; provided, however, that (i) each
intended Incentive Stock Option granted to an individual described in Section 5.2 shall terminate
not later than five years after the date of the grant, (ii) each other intended Incentive Stock
Option shall terminate not later than ten years after the date of grant, and (iii) each Option
granted under the Plan which is intended to be a Nonqualified Stock Option shall terminate not
later than ten years and one month after the date of grant. Each Option granted under the Plan
shall be fully exercisable (i.e., become 100% vested) only after the earlier of the date on which
(i) the Optionee has completed three years of continuous employment with the Corporation or a
Subsidiary immediately following the date of the grant of the Option (or such later date as may be
specified in an Agreement, including a date that may be tied to the satisfaction of one or more
Performance Goals); (ii) unless otherwise provided in an Agreement, a Change in Control occurs; and
(iii) unless otherwise provided in an Agreement, the Optionee’s death or being “disabled” (within
the meaning of Code Section 22(e)(3)). An Option may be exercised only during the continuance of
the Optionee’s employment, except as provided in Article 8.



     7.2 Exercise.



          (a) A person electing to exercise an Option shall give notice to the Corporation of such
election and of the number of shares he or she has elected to purchase and shall at the time of
exercise tender the full exercise price of the shares he or she has elected to purchase. The
exercise notice shall be delivered to the Corporation in person, by certified mail, or by such
other method (including electronic transmission) and in such form as determined by the Committee.
The exercise price shall be paid in full, in cash, upon the exercise of the Option; provided,
however, that in lieu of cash, with the approval of the Committee at or prior to exercise, an
Optionee may exercise an Option by tendering to the Corporation shares of Common Stock owned by him
or her and having a fair market value equal to the cash exercise price applicable to the Option
(with the fair market value of such stock to be determined in the manner provided in Section 6.3)
or by delivering such combination of cash and such shares as the Committee in its sole discretion
may approve; further provided, however, that no such manner of exercise shall be




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permitted if such exercise would violate Section 402 of the Sarbanes-Oxley Act of 2002.
Notwithstanding the foregoing, Common Stock acquired pursuant to the exercise of an Incentive Stock
Option may not be tendered as payment unless the holding period requirements of Code Section
422(a)(1) have been satisfied, and Common Stock not acquired pursuant to the exercise of an
Incentive Stock Option may not be tendered as payment unless it has been held, beneficially and of
record, for at least six months (or such longer time as may be required by applicable securities
law or accounting principles to avoid adverse consequences to the Corporation or a Participant).




          (b) A person holding more than one Option at any relevant time may, in accordance with the
provisions of the Plan, elect to exercise such Options in any order.




          (c) At the request of the Participant and to the extent permitted by applicable law, the
Committee may, in its sole discretion, selectively approve arrangements whereby the Participant
irrevocably authorizes a third party to sell shares of Common Stock (or a sufficient portion of the
shares) acquired upon the exercise of an Option and to remit to the Corporation a sufficient
portion of the sales proceeds to pay the entire exercise price and any tax withholding required as
a result of such exercise.




     7.3 Deferred Delivery of Nonqualified Stock Option Shares. The Committee may
approve an arrangement whereby an Optionee may elect to defer receipt of Common Stock otherwise
issuable to him or her upon exercise of a Nonqualified Stock Option. Any such arrangement, if
approved at all, shall be subject to such terms and conditions as the Committee, in its sole
discretion, may specify, which terms and conditions may (but need not) include provision for the
award of additional shares to take into account dividends paid subsequent to exercise of the
Option. No exercise of discretion under this section with respect to an event or person shall
create an obligation to exercise such discretion in any similar or same circumstance.







ARTICLE 8. EXERCISE OF OPTIONS FOLLOWING TERMINATION OF EMPLOYMENT




     8.1 Retirement; Other Termination by Corporation or Subsidiary; Change in Control.
In the event of an Optionee’s termination of employment (i) due to Retirement, (ii) by the
Corporation or a Subsidiary other than Termination for Cause, or (iii) due to a Change in Control,
such Optionee’s Option shall lapse at the earlier of the expiration of the term of such Option or:



          (a) in the case of an Incentive Stock Option, three months from the date of such termination
of employment; and




          (b) in the case of a Nonqualified Stock Option, up to 24 months from the date of such
termination of employment.




     8.2 Death or Total Disability. In the event of an Optionee’s termination of
employment due to death or being “disabled” (within the meaning of Code Section 22(e)(3)), such
Optionee’s Option shall lapse at the earlier of the expiration of the term of such Option or:



          (a) in the case of an Incentive Stock Option, one year from the date of such termination of
employment; and




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          (b) in the case of a Nonqualified Stock Option, up to 24 months from the date of such
termination of employment.




     8.3 Termination For Cause; Other Termination by Optionee. In the event of an
Optionee’s Termination For Cause, or in the event of termination of employment at the election of
an Optionee, such Optionee’s Option shall lapse upon such termination.



     8.4 Special Termination Provisions for Options Granted to Non-Senior Officers.



          (a) In the event that a Non-Senior Officer Optionee’s employment is terminated and the
Committee deems it equitable to do so, the Committee may, in its discretion and subject to the
approval of a majority of the disinterested members of the Board, waive any continuous service
requirement for vesting (but not any Performance Goal or Goals) specified in an Agreement pursuant
to Section 7.1 and permit exercise of an Option held by such Optionee prior to the satisfaction of
such continuous service requirement. Any such waiver may be made with retroactive effect, provided
it is made within 60 days following the Optionee’s termination of employment.




          (b) In the event the Committee waives the continuous service requirement with respect to an
Option as set forth in Section 8.4(a) above and the circumstance of an Optionee’s termination of
employment is described in Section 8.1 the affected Option will lapse as otherwise provided in the
relevant section.




          (c) In the event the Committee waives the continuous service requirement with respect to an
Option as set forth in Section 8.4(a) above, such Option shall lapse at the earlier of the
expiration of the term of such Option or:





     (i) in the case of an Incentive Stock Option, three months from the date of
termination of employment; and




     (ii) in the case of a Nonqualified Stock Option, up to 24 months from the date of
termination of employment.







ARTICLE 9. RESTRICTED STOCK




     9.1 In General. Each Restricted Stock Award shall be subject to such terms and
conditions as may be specified in the Agreement issued to a Participant to evidence the grant of
such Award. Subject to Section 3.6, a Restricted Stock Award shall be subject to a vesting
schedule or Performance Goals, or both.



     9.2 Minimum Vesting Period for Certain Restricted Stock Awards. Each Restricted
Stock Award granted to a Participant shall be fully exercisable (i.e., become 100% vested) only
after the earlier of the date on which (i) the Participant has completed three years of continuous
employment with the Corporation or a Subsidiary immediately following the date that the Restricted
Stock was awarded (or such later date as may be specified in an Agreement, including a date that
may be tied to the satisfaction of one or more Performance Goals); (ii) unless otherwise provided
in an Agreement, a Change in Control occurs; or (iii) unless otherwise



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provided in an Agreement, the Participant’s death or being “disabled” (within the meaning of
Code Section 22(e)(3)).




     9.3 Waiver of Vesting Period for Certain Restricted Stock Awards to Non-Senior
Officers. In the event that a Non-Senior Officer’s employment is terminated and the Committee
deems it equitable to do so, the Committee may, in its discretion and subject to the approval of a
majority of the disinterested members of the Board, waive any minimum vesting period (but not any
Performance Goal or Goals) with respect to a Restricted Stock Award held by such Non-Senior
Officer. Any such waiver may be made with retroactive effect, provided it is made within 60 days
following such Non-Senior Officer’s termination of employment.



     9.4 Limitation on Restricted Stock Awards. Grants under this Plan (and any other
plan of the Corporation or a Subsidiary providing for restricted stock awards) to any Team Member
described in Code Section 162(m)(3) shall not exceed, in the aggregate, Restricted Stock Awards for
100,000 shares of Common Stock during any period of 12 consecutive months. Such limitation shall
be subject to adjustment in the manner described in Article 10.



     9.5 Issuance and Retention of Share Certificates By Corporation. One or more share
certificates shall be issued upon the grant of a Restricted Stock Award; but until such time as the
Restricted Stock shall vest or otherwise become distributable by reason of satisfaction of one or
more Performance Goals, the Corporation shall retain such share certificates.



     9.6 Stock Powers. At the time of the grant of a Restricted Stock Award, the
Participant to whom the grant is made shall deliver such stock powers, endorsed in blank, as may be
requested by the Corporation.



     9.7 Release of Shares. Within 30 days following the date on which a Participant
becomes entitled under an Agreement to receive shares of previously Restricted Stock, the
Corporation shall deliver to him or her a certificate evidencing the ownership of such shares,
together with an amount of cash (without interest) equal to the dividends that have been paid on
such shares with respect to record dates occurring on and after the date of the related Award.



     9.8 Forfeiture of Restricted Stock Awards. In the event of the forfeiture of a
Restricted Stock Award, by reason of the termination of employment prior to vesting, the failure to
achieve a Performance Goal or otherwise, the Corporation shall take such steps as may be necessary
to cancel the affected shares and return the same to its treasury.



     9.9 Assignment, Transfer, Etc. of Restricted Stock Rights. The potential rights of a
Participant to shares of Restricted Stock may not be assigned, transferred, sold, pledged,
hypothecated, or otherwise encumbered or disposed of until such time as unrestricted certificates
for such shares are received by him or her.



     9.10 Deferred Delivery of Formerly Restricted Stock. The Committee may approve an
arrangement whereby a Participant may elect to defer receipt of Restricted Stock beyond the date on
which a restriction terminates or a Performance Goal is satisfied with respect thereto. Any such
arrangement, if approved at all, shall be subject to such terms and conditions as the Committee, in
its sole discretion, may specify, including terms covering the accumulation or



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distribution of dividends previously paid with respect to the subject shares and those that
may thereafter be paid.








ARTICLE 10. ADJUSTMENT PROVISIONS




     10.1 Share Adjustments.



          (a) In the event that the shares of Common Stock of the Corporation, as presently
constituted, shall be changed into or exchanged for a different number or kind of shares of stock
or other securities of the Corporation, or if the number of such shares of Common Stock shall be
changed through the payment of a stock dividend, stock split or reverse stock split, then (i) the
shares of Common Stock authorized hereunder to be made the subject of Awards, (ii) the shares of
Common Stock then subject to outstanding Awards and the exercise price thereof (where relevant),
(iii) the maximum number of Awards that may be granted within a 12-month period and (iv) the nature
and terms of the shares of stock or securities subject to Awards hereunder shall be increased,
decreased or otherwise changed to such extent and in such manner as may be necessary or appropriate
to reflect any of the foregoing events.




          (b) If there shall be any other change in the number or kind of the outstanding shares of the
Common Stock of the Corporation, or of any stock or other securities into which such Common Stock
shall have been changed, or for which it shall have been exchanged, and if a majority of the
disinterested members of the Board shall, in its sole discretion, determine that such change
equitably requires an adjustment in any Award which was theretofore granted or which may thereafter
be granted under the Plan, then such adjustment shall be made in accordance with such
determination.




          (c) The grant of an Award pursuant to the Plan shall not affect in any way the right or power
of the Corporation to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, to merge, to consolidate, to dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.




     10.2 Corporate Changes. A liquidation or dissolution of the Corporation, a merger
or consolidation in which the Corporation is not the surviving Corporation or a sale of all or
substantially all of the Corporation’s assets, shall cause each outstanding Award to terminate,
except to the extent that another corporation may and does, in the transaction, assume and continue
the Award or substitute its own awards.




     10.3 Fractional Shares. Fractional shares resulting from any adjustment in Awards
pursuant to this article may be settled as a majority of the disinterested members of the Board
shall determine.



     10.4 Binding Determination. To the extent that the foregoing adjustments relate to
stock or securities of the Corporation, such adjustments shall be made by a majority of the
disinterested members of the Board, whose determination in that respect shall be final, binding and
conclusive. Notice of any adjustment shall be given by the Corporation to each holder of an Award
which shall have been so adjusted.



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ARTICLE 11. GENERAL PROVISIONS




     11.1 Effective Date. The Plan shall become effective upon the approval of the Plan
by the shareholders of the Corporation within 12 months of adoption by the Board.



     11.2 Termination of the Plan. Unless previously terminated by the Board, the Plan
shall terminate on, and no Award shall be granted after, the day immediately preceding the tenth
anniversary of its adoption by the Board.



     11.3 Limitation on Termination, Amendment or Modification.



          (a) The Board may at any time terminate, amend, modify or suspend the Plan, provided that,
without the approval of the shareholders of the Corporation, no amendment or modification shall be
made solely by the Board which:





     (i) increases the maximum number of shares of Common Stock as to which Awards may be
granted under the Plan (except as provided in Section 10.1);




     (ii) changes the class of eligible Participants; or




     (iii) otherwise requires the approval of shareholders under applicable state law or
under applicable federal law to avoid potential liability or adverse consequences to the
Corporation or a Participant.



          (b) No amendment, modification, suspension or termination of the Plan shall in any manner
affect any Award theretofore granted under the Plan without the consent of the Participant or any
person validly claiming under or through the Participant.




     11.4 No Right to Grant of Award or Continued Employment. Nothing contained in this
Plan or otherwise shall be construed to (a) require the grant of an Award to an individual who
qualifies as a Team Member, or (b) confer upon a Participant any right to continue in the employ of
the Corporation or any Subsidiary or limit in any respect the right of the Corporation or of any
Subsidiary to terminate the Participant’s employment at any time and for any reason.



     11.5 No Obligation. No exercise of discretion under this Plan with respect to an
event or person shall create an obligation to exercise such discretion in any similar or same
circumstance, except as otherwise provided or required by law.



     11.6 Withholding Taxes.



          (a) Subject to the provisions of Subsection (b), the Corporation will require, where
sufficient funds are not otherwise available, that a Participant pay or reimburse to it any
withholding taxes at such time as withholding is required by law.




          (b) With the permission of the Committee, a Participant may satisfy the withholding
obligation described in Subsection (a), in whole or in part, by electing to have the Corporation
withhold shares of Common Stock (otherwise issuable to him or her) having a fair market value equal
to the amount required to be withheld. An election by a Participant to have shares




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withheld for this purpose shall be subject to such conditions as may then be imposed
thereon by any applicable securities law.




     11.7 Listing and Registration of Shares.



          (a) No Option granted pursuant to the Plan shall be exercisable in whole or in part, and no
share certificate shall be delivered, if at any relevant time a majority of the disinterested
members of the Board shall determine in its discretion that the listing, registration or
qualification of the shares of Common Stock subject to an Award on any securities exchange or under
any applicable law, or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, such Award, until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of any conditions not
acceptable to a majority of the disinterested members of the Board.




          (b) If a registration statement under the Securities Act with respect to the shares issuable
under the Plan is not in effect at any relevant time, as a condition of the issuance of the shares,
a Participant (or any person claiming through a Participant) shall give the Committee a written or
electronic statement, satisfactory in form and substance to the Committee, that he or she is
acquiring the shares for his or her own account for investment and not with a view to their
distribution. The Corporation may place upon any stock certificate for shares issued under the
Plan the following legend or such other legend as the Committee may prescribe to prevent
disposition of the shares in violation of the Securities Act or other applicable law:





‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (“ACT”) AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT
TO THEM UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE
CORPORATION THAT REGISTRATION IS NOT REQUIRED.’



     11.8 Disinterested Director. For purposes of this Plan, a director shall be deemed
“disinterested” if such person could qualify as a member of the Committee under Section 3.1.



     11.9 Gender; Number. Words of one gender, wherever used herein, shall be construed
to include each other gender, as the context requires. Words used herein in the singular form
shall include the plural form, as the context requires, and vice versa.



     11.10 Applicable Law. Except to the extent preempted by federal law, this Plan
document, and the Agreements issued pursuant hereto, shall be construed, administered, and enforced
in accordance with the domestic internal law of the Commonwealth of Pennsylvania.



     11.11 Headings. The headings of the several articles and sections of this Plan
document have been inserted for convenience of reference only and shall not be used in the
construction of the same.




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