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EXHIBIT 10.4




BELDEN INC.




2003 LONG-TERM INCENTIVE PLAN




1. Purpose



The purpose of the 2003 Long-Term Incentive Plan of Belden Inc. (the “Plan”) is to promote the
long-term financial interests of Belden Inc. (the “Company”), including its growth and performance,
by encouraging employees of the Company and its subsidiaries to acquire an ownership position in
the Company, enhancing the ability of the Company to attract and retain employees of outstanding
ability, and providing employees with an interest in the Company parallel to that of the Company’s
stockholders.




2. Definitions




     2.1 “Administrative Policies” means the administrative policies and procedures adopted and
amended from time to time by the Committee to administer the Plan.



     2.2 “Award” means any form of stock option, stock appreciation right, restricted stock award,
or performance share granted under the Plan, whether singly, in combination, or in tandem, to a
Participant by the Committee pursuant to such terms, conditions, restrictions and limitations, if
any, as the Committee may establish by the Award Agreement or otherwise.



     2.3 “Award Agreement” means a written agreement with respect to an Award between the Company
and a Participant establishing the terms, conditions, restrictions and limitations applicable to an
Award. To the extent an Award Agreement is inconsistent with the terms of the Plan, the Plan shall
govern the rights of the Participant thereunder.



     2.4 “Board” shall mean the Board of Directors of the Company.



     2.5 “Change of Control” means a change in control of the Company of a nature that would be
required to be reported (assuming such event has not been “previously reported”) in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act; provided that,
without limitation and whether or not required to be so reported, a Change of Control shall be
deemed to have occurred at such time as (i) any Person is or becomes the beneficial owner, directly
or indirectly, of securities of the Company representing 25% or more of the combined voting power
of the Company’s then outstanding securities (not including in the securities beneficially owned by
such Person any securities acquired directly from the Company), (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute the Board cease for
any reason to constitute at least a majority thereof unless the election, or the nomination for
election by the Company’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,
(iii) the stockholders of the Company approve a plan of complete liquidation or dissolution of the
Company or there is consummated the sale or disposition by the Company of all or substantially all
of the Company’s assets, other than a sale or disposition by the Company of all or substantially
all of the Company’s assets to an entity at



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least 60% of the combined voting power of the voting securities of which are owned by stockholders
of the Company in substantially the same proportions as their ownership of the Company immediately
prior to such sale or disposition, or (iv) there is consummated a merger or consolidation of the
Company with any other corporation, other than (a) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at least 60% of the combined voting power
of the securities of the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (b) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no Person is or
becomes the beneficial owner, directly or indirectly, of securities of the Company (not including
in the securities beneficially owned by such Person any securities acquired directly from the
Company) representing 25% or more of the combined voting power of the Company’s then outstanding
securities.



     2.6 “Change of Control Price” means the higher of (i) the Fair Market Value on the date of
determination of the Change of Control or (ii) the highest price per share actually paid for the
Common Stock in connection with the Change of Control of the Company.



     2.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     2.8 “Committee” means the Compensation Committee of the Board, or such other committee
designated by the Board to administer the Plan, provided that each member of the Committee
qualifies as an “outside director” within the meaning of Section 162(m) of the Code and a
“Non-Employee Director” within the meaning of Rule 16b-3 of the Exchange Act, and meets such other
qualifications as may be required by law, by relevant stock exchange rules or by the Board.



     2.9 “Common Stock” means the Common Stock, par value $.01 per share, of Belden CDT Inc.



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



     2.11 “Executive Officer” means an executive officer as defined in Rule 3b-7 promulgated under
the Exchange Act.



     2.12 “Fair Market Value” of a share of Common Stock, as of any date, means the average of the
high and low sales prices of a share of Common Stock as reported on the Stock Exchange composite
tape on the applicable date or, if no sales of Common Stock were made on the Stock Exchange on that
date, then the average of the high and low sales prices as reported on the composite tape for the
preceding day on which sales of Common Stock were made.



     2.13 “Participant” means an officer or employee of the Company or its subsidiaries who is
selected by the Committee to participate in the Plan, and nonemployee directors of the Company to
the extent provided in Section 11 hereof.



     2.14 “Performance Goals” or “Targets” in respect to Awards of Performance Shares are defined
as the performance criterion or criteria established by the Committee, pursuant to Section 10.3
hereof.



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     2.15 “Performance Period” shall mean that period established by the Committee at the time any
Performance Shares are granted, provided that a Performance Period shall be a minimum of one year.



     2.16 “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the
Company or any of its affiliates, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.



     2.17 “Section 162(m)” means Section 162(m) of the Code and the regulations promulgated
thereunder.



     2.18 “Stock Exchange” means the New York Stock Exchange or, if the Common Stock is no longer
traded on the New York Stock Exchange, then such other market price reporting system on which the
Common Stock is traded or quoted as designated by the Committee after it determines that such other
exchange is both reliable and reasonably accessible.



3. Administration




     3.1 The Plan shall be administered by the Committee. A majority of the Committee shall
constitute a quorum, and the acts of a majority of a quorum shall be the acts of the Committee.



     3.2 Subject to the provisions of the Plan, the Committee (i) shall select the Participants,
determine the type, size, terms and provisions of Awards to be made to Participants, and determine
the shares or share units subject to Awards, and (ii) shall have the authority to interpret the
Plan, to establish, amend, and rescind any Administrative Policies, to determine the terms and
provisions of any Award Agreements or other agreements entered into hereunder, to modify the terms
and provisions of any Award that has been granted, to determine the time when Awards will be
granted, to exercise all the powers and authorities either specifically granted to it under the
Plan or necessary or advisable in the administration of the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent it shall deem desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be final and conclusive;
provided, however, that no action shall be taken which will prevent Awards granted under the Plan
from meeting the requirements for exemption from Section 16(b) of the Exchange Act, or subsequent
comparable statute, as set forth in Rule 16b-3 under the Exchange Act or any subsequent comparable
rule; and, provided further, that no action shall be taken which will prevent Awards hereunder that
are intended to provide “performance-based compensation,” within the meaning of Section 162(m),
from doing so.



     3.3 In order to enable Participants who are foreign nationals or employed outside the United
States, or both, to receive Awards under the Plan, the Committee may adopt such



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amendments, Administrative Policies, subplans and the like as are necessary or advisable, in the
opinion of the Committee, to effectuate the purposes of the Plan.



     3.4 Notwithstanding the powers and authorities of the Committee set forth in this Section 3,
the Committee shall not permit the repricing of stock options by any method, including by
cancellation and reissuance.



4. Eligibility




     All employees of the Company and its subsidiaries who have demonstrated significant management
potential or who have the capacity for contributing in a substantial measure to the successful
performance of the Company, as determined by the Committee, are eligible to be Participants in the
Plan. Participants may receive one or more Awards under the Plan. Directors of the Company other
than directors who are employees of the Company shall be eligible only to receive stock options
pursuant to Section 11 hereof.



5. Shares Subject to the Plan




     5.1 The aggregate number of shares of Common Stock available for grants of Awards under the
Plan shall be 800,000, of which no more than 240,000 shall be available for grants as non-stock
option Awards, subject to the adjustments provided for in Section 15 hereof. Shares of Common
Stock subject to an Award that expires unexercised or that is forfeited, terminated or cancelled,
in whole or in part, or (except as otherwise provided herein) is paid in cash in lieu of Common
Stock, shall thereafter again be available for grant under the Plan. Similarly, shares of Common
Stock that are tendered to the Company in the exercise of Awards, and shares of Common Stock that
are retained by the Company to satisfy tax withholding obligations pursuant to Section 16 hereof,
shall be available for grant under the Plan. Shares of Common Stock issued under the Plan may be
authorized and unissued shares or treasury shares, as the Company may from time to time determine;
provided, however, that unless and until the Plan is approved by the Company’s shareholders, only
treasury shares shall be issued hereunder. Any shares of Common Stock issued by the Company in
respect of the assumption or substitution of outstanding awards from a corporation or other
business entity acquired by the Company shall not reduce the number of shares of Common Stock
available for Awards under the Plan. The Committee may from time to time adopt and observe such
procedures concerning the counting of shares against the Plan maximum as it may deem appropriate
under Rule 16b-3 issued pursuant to the Exchange Act.



     5.2 The Committee shall not grant to any one Participant in any calendar year Awards involving
in excess of 200,000 shares of Common Stock.



6. Awards




     Awards under the Plan may consist of one or more of the following types (either alone or in
any combination): stock options (either incentive stock options within the meaning of Section 422
of the Code or nonqualified stock options), stock appreciation rights, restricted stock grants and
performance shares. Awards of performance shares and restricted stock may provide the Participant
with dividends or dividend equivalents and voting rights prior to vesting (whether



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based on a period of time or based on attainment of specified performance conditions). The terms,
conditions and restrictions of each Award shall be set forth in an Award Agreement.



7. Stock Options




     7.1 Grants. Awards may be granted in the form of stock options. Stock options may be incentive
stock options within the meaning of Section 422 of the Code or nonqualified stock options (i.e.,
stock options which are not incentive stock options), or a combination of both, or any particular
type of tax-advantaged option authorized by the Code from time to time, and approved by the
Committee.



     7.2 Terms and Conditions of Options. An option shall be exercisable in whole or in such
installments and at such times and upon such terms as may be determined by the Committee; provided,
however, that no stock option shall be exercisable more than ten years after the date of grant
thereof. The option exercise price shall be established by the Committee, but such price shall not
be less than the Fair Market Value on the date of the stock option’s grant subject to adjustment as
provided in Section 15 hereof.



     7.3 Restrictions Relating to Incentive Stock Options. Stock options issued in the form of
incentive stock options shall, in addition to being subject to all applicable terms, conditions,
restrictions and limitations established by the Committee, comply with Section 422 of the Code.
Incentive stock options shall be granted only to eligible employees of the Company and its
subsidiaries within the meaning of Section 422 of the Code. The aggregate Fair Market Value
(determined as of the date the option is granted) of shares with respect to which incentive stock
options are exercisable for the first time by an individual during any calendar year (under this
Plan or any other plan of the Company which provides for the granting of incentive stock options)
may not exceed $100,000 or such other number as may be applicable under the Code from time to time.



     7.4 Payment. Upon exercise, a Participant may pay the option exercise price of a stock option
(including, if approved by the Committee, any related tax obligations) in cash, shares of Common
Stock that have been held by the Participant for at least six months, or if approved by the
Committee and to the extent permitted by applicable law a cashless exercise (i.e. the option
exercise price is advanced by the Participant’s broker and tendered to the Company), or a
combination of the foregoing, or such other consideration as the Committee may deem appropriate,
all as determined by and subject to the terms, conditions and restrictions established by the
Committee. If the Committee permits accepting Common Stock in payment, it shall establish
appropriate methods for accepting such Common Stock and may impose such conditions as it deems
appropriate on the use of such Common Stock to exercise a stock option.



     7.5 Additional Terms and Conditions. The Committee may, by way of the Award Agreement,
Administrative Policies or otherwise, establish such other terms, conditions or restrictions, if
any, on any stock option Award as the Committee deems appropriate, provided they are consistent
with the Plan, including but not limited to restrictions on transferability, requirements of
continued employment, and conditioning the vesting of stock options on the achievement of financial
performance criteria established by the Committee at the time of grant.



     7.6 Interpretation. It is the intent of the Company that nonqualified stock options granted
under the Plan not be classified as incentive stock options, that the incentive stock



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options granted under the Plan be consistent with and contain or be deemed to contain all
provisions required under Section 422 and the other appropriate provisions of the Code and any
implementing regulations (and any successor provisions thereof), and that any ambiguities in
construction shall be interpreted in order to effectuate such intent.



8. Stock Appreciation Rights




     8.1 Grants. Awards may be granted in the form of stock appreciation rights (“ SARs”). SARs
shall entitle the recipient to receive a payment equal to the appreciation in market value of a
stated number of shares of Common Stock from the price stated in the Award Agreement to the Fair
Market Value on the date of exercise or surrender. Such payment may be made to the Participant by
delivery of such property as the Committee shall determine, including cash, shares of Common Stock
or any combination thereof. An SAR may be granted in tandem with all or a portion of a related
stock option under the Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”);
provided, however, that Freestanding SARs shall be granted only to Participants who are foreign
nationals or are employed outside of the United States, or both, and as to whom the Committee
determines the interests of the Company could not as conveniently be served by the grant of other
forms of Awards under the Plan. A Tandem SAR may be granted either at the time of the grant of the
related stock option or at any time thereafter during the term of the stock option. An SAR may be
exercised no sooner than six months after it is granted. In the case of Tandem SARs, the
appreciation in value shall be the appreciation from the option exercise price of such related
stock option to the Fair Market Value on the date of exercise.



     8.2 Terms and Conditions of Tandem SARs. A Tandem SAR shall be exercisable to the extent, and
only to the extent, that the related stock option is exercisable. Upon exercise of a Tandem SAR as
to some or all of the shares covered in an Award, the related stock option (to the extent not
exercised) shall be cancelled automatically to the extent of the number of SAR’s exercised, and
such shares shall not thereafter be eligible for grant under Section 5 hereof.



     8.3 Terms and Conditions of Freestanding SARs. Freestanding SARs shall be exercisable in whole
or in such installments and at such times as may be determined by the Committee. The base price of
a Freestanding SAR shall be determined by the Committee; provided, however, that such price shall
not be less than the Fair Market Value on the date of the award of the Freestanding SAR.



     8.4 Deemed Exercise. The Committee may provide that an SAR shall be deemed to be exercised at
the close of business on the scheduled expiration date of such SAR, if at such time the SAR by its
terms is otherwise exercisable and, if so exercised, would result in a payment to the Participant.



     8.5 Additional Terms and Conditions. The Committee may, by way of the Award Agreement,
Administrative Policies or otherwise, determine such other terms, conditions or restrictions, if
any, on any SAR Award, as the Committee deems appropriate, provided they are consistent with the
Plan.



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9. Restricted Stock Awards




     9.1 Grants. Awards may be granted in the form of restricted stock (“Restricted Stock Awards”).



     9.2 Award Restrictions. Restricted Stock Awards shall be subject to such terms, conditions or
restrictions as the Committee deems appropriate by way of the Award Agreement, Administrative
Policies or otherwise, including, but not limited to, restrictions on transferability and
requirements of continued employment, individual performance or the financial performance of the
Company. The period of vesting and the forfeiture restrictions shall be established by the
Committee at the time of grant, provided that the period of vesting shall not be less than 12
months from the date of grant.



     9.3 Rights as Shareholders. During the period in which any restricted shares of Common Stock
are subject to forfeiture restrictions imposed under the preceding paragraph, the Committee may, in
its discretion, grant to the Participant to whom such restricted shares have been awarded, all or
any of the rights of a shareholder with respect to such shares, including, but not limited to, the
right to vote such shares and to receive dividends.



     9.4 Evidence of Award. Any Restricted Stock Award granted under the Plan may be evidenced in
such manner as the Committee deems appropriate, including, but not limited to, book entry
registration or issuance of a stock certificate or certificates.



10. Performance Shares




     10.1 Grants. Awards may be granted in the form of units valued by reference to a designated
number of shares of Common Stock, which value may be paid to the Participant by delivery of such
property as the Committee shall determine, including cash, shares of Common Stock or any
combination thereof, upon achievement of such Performance Goals during the Performance Period as
the Committee shall establish at the time of such grant or thereafter (“Performance Shares”).



     10.2 Performance Shares. The Committee may grant an Award of Performance Shares to
Participants as of the first day of each Performance Period. Performance Goals will be established
by the Committee not later than 90 days after the commencement of the Performance Period relating
to the specific Award. At the end of the Performance Period, the Performance Shares shall be
converted into Common Stock (or cash or a combination of Common Stock and cash, as determined by
the Award Agreement) and distributed to Participants based upon such entitlement. Award payments in
respect of Performance Shares made in cash rather than the issuance of Common Stock shall not, by
reason of such payment in cash, result in additional shares being available for reissuance pursuant
to Section 5 hereof.



     10.3 Performance Criteria. Notwithstanding anything to the contrary contained in this
Section 10, Performance Share Awards shall be made to Executive Officers only in compliance with
Section 162(m). Performance criteria used to establish Performance Goals for Performance Share
Awards granted to Executive Officers must include one or any combination of the following, which
may be measured on either a relative or absolute basis: (i) the Company’s return on equity, assets,
capital or investment; (ii) pre-tax or after-tax profit levels expressed in earnings per share of
the Company or any subsidiary or business segment of the Company; (iii)



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cash flow or similar measure; (iv) total shareholder return; (v) change in the market price of the
Common Stock; or (vi) market share. The Performance Goals established by the Committee for each
Performance Share Award will specify achievement targets with respect to each applicable
performance criterion (including a threshold level of performance below which no amount will become
payable with respect to such Award). To the extent applicable, any such Performance Goals shall be
determined in accordance with generally accepted accounting principles. Each Award will specify the
amount payable, or the formula for determining the amount payable, upon achievement of the various
applicable Performance Targets. The Performance Goals established by the Committee may be (but need
not be) different for each Performance Period and different Performance Goals may be applicable for
Awards to different Executive Officers in the same Performance Period. Payment shall be made with
respect to a Performance Share Award to an Executive Officer only after the attainment of the
applicable Performance Goals has been certified in writing by the Committee.



     10.4 Reductions. The Committee may, at its sole discretion, reduce the amount otherwise
payable under the original terms of an outstanding Award of Performance Shares.



     10.5 Dividends. Upon issuance of Performance Shares earned under the Plan, the Company also
shall pay to the Participant an amount equal to the aggregate amount of dividends or dividend
equivalents that the Participant would have received (but has not yet received) had the Participant
been the owner of record of such earned Performance Shares during the Performance Period.



     10.5 Additional Terms and Conditions. The Committee may, by way of the Award Agreement,
Administrative Policies or otherwise, determine the manner of payment of Awards of Performance
Shares and other terms, conditions or restrictions, if any, on any Award of Performance Shares, as
the Committee deems appropriate, provided they are consistent with the Plan, and provided further
that the Committee may not exercise its authority to increase the amount otherwise payable under
the original terms of an outstanding Award of Performance Shares.



11. Directors’ Restricted Stock




     11.1 Grants. Awards may be granted to nonemployee directors only in the form of restricted
stock satisfying the requirements of this Section 11 (“Director Restricted Stock”). Subject to
Section 15 hereof, on the date following the commencement of the Company’s annual meeting of
stockholders each year, there shall be granted to each nonemployee director a restricted stock
award of 2,000 shares of Common Stock. The grant is subject to the condition that the restricted
stock cannot be sold, exchanged, transferred, pledged or otherwise disposed (collectively,
“Transfer”) prior to the director’s departure from the Board of Directors of the Company, other
than for cause. However, in order for the grant of restricted stock to meet the requirements of
Rule 16b-3 under the Exchange Act, in no event will the director be permitted to Transfer any
restricted stock prior to the expiration of six months from the date of the award.



     11.2 Restricted Stock Agreement. Director restricted stock awards shall be evidenced by an
Award Agreement, dated as of the date of the grant, which agreement shall be in such form,
consistent with the terms and requirements of this Section 11, as shall be approved by the
Committee from time to time and executed on behalf of the Company by its chief executive officer.



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     11.3 Terms and Conditions of Director Restricted Stock Award. In the event of disability or
death of a nonemployee director during continued service with the Company, the Transfer
restrictions shall lapse and be of no further force or effect and the shares shall be deemed fully
vested, unless the date of disability or death occurs prior to the expiration of six months from
the date of grant.



     11.4 Transferability. Prior to the lapsing of the Transfer restrictions, no restricted stock
shall be transferable by a nonemployee director except pursuant to a qualified domestic relations
order (as defined by the Code).



     11.5 Change of Control. In the event of a Change of Control, the restrictions applicable to
all shares of restricted stock shall lapse and such shares shall be deemed fully vested.]



12. Dividends and Dividend Equivalents; Deferrals and Disclaimers




     12.1 If an Award is granted in the form of a Restricted Stock Award, a Freestanding SAR or a
stock option, the Committee may choose, at the time of the grant of the Award, to include as part
of such Award an entitlement to receive dividends or dividend equivalents that the Participant
would receive were the Participant the owner of record of shares of Common Stock subject to such
Award from the date of grant, subject to such terms, conditions, restrictions or limitations, if
any, as the Committee may establish. Dividends and dividend equivalents shall be paid in such form
and manner and at such time as the Committee shall determine.



     12.2 The Committee may permit Participants to elect to defer the issuance of shares or the
settlement of Awards in cash as set out in any Award Agreement or under such Administrative
Policies as the Committee may establish. It may also provide that deferred settlements include the
payment or crediting of interest on the deferral amounts or the payment or crediting of dividend
equivalents on deferred settlements denominated in shares. With respect to amounts so deferred,
within 10 days after the occurrence of a Change of Control, the Company shall: (a) issue stock
certificates for any shares credited to a Participant’s deferral account, and (b) make a lump sum
cash payment to the Participant for any deferred cash Awards and any accrued interest and dividend
equivalents.



     12.3 It is recognized that under certain circumstances: (a) payments or benefits provided to a
Participant might give rise to an “excess parachute payment” within the meaning of Section 280G of
the Code; and (b) it might be beneficial to a Participant to disclaim some portion of the payment
or benefit in order to avoid such “excess parachute payment” and thereby avoid the imposition of an
excise tax resulting therefrom; and (c) under such circumstances it would not be to the
disadvantage of the Company to permit the Participant to disclaim any such payment or benefit in
order to avoid the “excess parachute payment” and the excise tax resulting therefrom. Accordingly,
the Participant may, at the Participant’s option, exercisable at any time or from time to time,
disclaim any entitlement to any portion of the payments or benefits arising under this Plan which
would constitute “excess parachute payments,” and it shall be the Participant’s choice as to which
payments or benefits shall be so surrendered, if and to the extent that the Participant exercises
such option, so as to avoid “excess parachute payments.”



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13. Termination of Employment




     The Committee shall, by way of the Award Agreement, Administrative Policies or otherwise,
determine the entitlement to Awards (if any) of Participants who cease to be employed by either the
Company or its subsidiaries due to death, disability, resignation, termination, or retirement
pursuant to an established retirement plan or policy of the Company or its subsidiaries.



14. Assignment and Transfer




     The Committee shall, by way of the Award Agreement, Administrative Policies or otherwise,
determine the extent to which (if any) the rights and interests of a Participant in an Award under
the Plan may be assigned, encumbered or transferred.



15. Adjustments Upon Changes in Capitalization




     In the event of any change in the outstanding shares of Common Stock by reason of a
reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares,
merger, consolidation or any change in the corporate structure or shares of the Company, the
maximum aggregate number and class of shares as to which Awards may be granted under the Plan, the
shares issuable pursuant to then outstanding Awards and (if stock options or stock options related
to Tandem SARs) their exercise price shall be appropriately adjusted by the Committee, whose
determination shall be final.



16. Withholding Taxes




     The Company shall have the right to deduct from any payment to be made pursuant to the Plan
the amount of any taxes required by law to be withheld therefrom, or to require a Participant to
pay to the Company such amount required to be withheld prior to the issuance or delivery of any
shares of Common Stock or the payment of cash under the Plan. The Committee may, in its discretion,
permit a Participant to elect to satisfy such withholding obligation by (i) having the Company
retain the number of shares of Common Stock, or (ii) tendering the number of shares of Common
Stock, in either case, whose Fair Market Value equals the amount required to be withheld. Any
fraction of a share of Common Stock required to satisfy such obligation shall be disregarded and
the amount due shall instead be paid in cash, to or by the Participant, as the case may be.



17. Regulatory Approvals and Listings




     Notwithstanding anything contained in this Plan to the contrary, the Company shall have no
obligation to issue or deliver certificates of Common Stock evidencing Restricted Stock Awards or
any other Award payable in Common Stock prior to (i) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the listing of such shares on the Stock Exchange and (iii) the completion of any
registration or other qualification of such shares under any state or federal law or ruling of any
governmental body which the Company shall, in its sole discretion, determine to be necessary or
advisable.



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18. No Right to Continued Employment or Grants




     No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to be retained in the employ of the
Company or its subsidiaries. Further, the Company and its subsidiaries expressly reserve the right
at any time to terminate the employment of any Participant free from any liability, or any claim
under the Plan, except as provided herein or in any Award Agreement entered into hereunder.



19. Change of Control




     In the event of a Change of Control, (i) all SARs shall become exercisable in full, (ii) the
restrictions applicable to all shares of restricted stock shall lapse and such shares shall be
deemed fully vested, (iii) all Performance Share Awards shall be deemed to be earned in full at the
target Performance Goal level and (iv) all stock options that were not previously exercisable and
vested shall become fully exercisable and vested. The Company shall make all payments and issue
all certificates of Common Stock pursuant to this Section 19 within 10 days after the effective
date of the Change of Control.



20. Amendment




     The terms and provisions of any outstanding Award under the Plan may be modified from time to
time by the Committee in its discretion in any manner that it deems appropriate, provided that no
such modification that would materially impair the rights of the affected Participant shall be made
without such Participant’s consent, and provided further that no increase in the amount otherwise
payable under the original terms of an outstanding Award of Performance Shares shall be made. The
Board may amend, modify, suspend or terminate the Plan or any portion thereof at any time, provided
that no amendment or alteration that would materially impair the rights of any Participant under
any Award previously granted to such Participant shall be made without such Participant’s consent,
and provided further no amendment or alteration that would increase the amount otherwise payable
under the original terms of an outstanding Award of Performance Shares shall be made. Further, no
amendment or alteration to the Plan or modification to the terms and provisions of any outstanding
Award under the Plan shall be effective prior to approval by the Company’s shareholders to the
extent such approval is then required: (a) pursuant to Rule 16b-3 under the Exchange Act in order
to preserve the applicability of any exemption provided by such rule to any Award then outstanding
(unless the holder of such Award consents); (b) pursuant to Section 162(m); or (c) otherwise by
applicable legal requirements or stock exchange rules.



21. Governing Law




     The validity, construction and effect of the Plan and any actions taken or relating to the
Plan shall be determined in accordance with the laws of the State of Delaware and applicable
Federal law.



22. Rights as Shareholder




     Except as otherwise provided in the Award Agreement, a Participant shall have no rights as a
shareholder until he or she becomes the holder of record.



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24. Severance Pay




     Unless otherwise specifically provided to the contrary in the relevant program, practice or
plan, payments or settlements of Awards received by Participants under the Plan shall not be deemed
a part of a Participant’s regular, recurring compensation for purposes of calculating severance pay
or separation allowance under the law of any country.



25. Unfunded Plan




     Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create
(or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company and any Participant or other person. To the extent any
person holds any rights by virtue of an Award granted under the Plan, such rights (unless otherwise
determined by the Committee) shall be no greater than the rights of an unsecured general creditor
of the Company.



26. Successors and Assigns




     The Plan shall be binding on all successors and assigns of a Participant, including, without
limitation, the estate of such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.



27. Effective Date




     27.1 The Plan shall be effective upon approval by the Board, subject to approval by the
holders of a majority of the shares of Common Stock. Subject to earlier termination pursuant to
Section 20, the Plan shall have a term of 10 years from its effective date. After termination of
the Plan, no future Awards may be granted but previously granted Awards shall remain outstanding in
accordance with their applicable terms and conditions and the terms and conditions of the Plan.



     27.2 Any Awards made prior to approval by the shareholders of the Company shall be effective
when made, but shall be conditioned on, and subject to such approval.




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