ex10_26.htm


    
      

    

    Exhibit 10.26



    PETROLEUM
DEVELOPMENT CORPORATION

     

    


     

    2004
LONG-TERM EQUITY COMPENSATION PLAN

     

    


     

    AMENDED
AND RESTATED AS OF MARCH 8, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

     

    


      
        	 
      	 
      	 
      
	
                ARTICLE
      1.

              	
                ESTABLISHMENT,
      OBJECTIVES AND DURATION

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      2.

              	
                DEFINITIONS

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      3.

              	
                ADMINISTRATION

              	
                4

              
	 
      	 
      	 
      
	
                ARTICLE
      3.

              	
                SHARES
      SUBJECT TO THE PLAN AND MAXIMUM AWARDS

              	
                4

              
	 
      	 
      	 
      
	
                ARTICLE
      4.

              	
                ELIGIBILITY
      AND PARTICIPATION

              	
                5

              
	 
      	 
      	 
      
	
                ARTICLE
      5.

              	
                STOCK
      OPTIONS

              	
                6

              
	 
      	 
      	 
      
	
                ARTICLE
      6.

              	
                STOCK
      APPRECIATION RIGHTS

              	
                6

              
	 
      	 
      	 
      
	
                ARTICLE
      7.

              	
                RESTRICTED
      STOCK

              	
                8

              
	 
      	 
      	 
      
	
                ARTICLE
      8.

              	
                PERFORMANCE
      UNITS AND PERFORMANCE SHARES

              	
                9

              
	 
      	 
      	 
      
	
                ARTICLE
      9.

              	
                PERFORMANCE
      MEASURES

              	
                11

              
	 
      	 
      	 
      
	
                ARTICLE
      10.

              	
                BENEFICIARY
      DESIGNATION

              	
                12

              
	 
      	 
      	 
      
	
                ARTICLE
      11.

              	
                DEFERRALS

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      12.

              	
                RIGHTS
      OF EMPLOYEES

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      13.

              	
                AMENDMENT,
      MODIFICATION, TERMINATION AND ADJUSTMENTS

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      14.

              	
                PAYMENT
      OF PLAN AWARDS AND CONDITIONS THEREON

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      15.

              	
                CHANGE
      IN CONTROL

              	
                14

              
	 
      	 
      	 
      
	
                ARTICLE
      16.

              	
                TAX
      PROVISIONS

              	
                15

              
	 
      	 
      	 
      
	
                ARTICLE
      17.

              	
                INDEMNIFICATION

              	
                17

              
	 
      	 
      	 
      
	
                ARTICLE
      18.

              	
                SUCCESSORS

              	
                18

              
	 
      	 
      	 
      
	
                ARTICLE
      19.

              	
                LEGAL
      CONSTRUCTION

              	
                18

              
	 
      	 
      	 
      
	
                ARTICLE
      20.

              	 
      	 
      


      


      
        
           


        

        
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    PETROLEUM
DEVELOPMENT CORPORATION

     

    2004
LONG-TERM EQUITY COMPENSATION PLAN

     

    AMENDED
AND RESTATED AS OF MARCH 8, 2008

     

    
      	
              ARTICLE
      1.  

            	
              ESTABLISHMENT,
      OBJECTIVES AND DURATION

            


    

     

    1.1 ESTABLISHMENT
OF THE PLAN.  Petroleum Development Corporation, a Nevada corporation
(hereinafter referred to as the "Company"), hereby amends and restates its
incentive compensation plan known as the “2004 Petroleum Development Corporation
Long-Term Equity Compensation Plan" (hereinafter referred to as the "Plan"), as
set forth in this document.  The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights,  Restricted Stock, Performance Shares and Performance
Units.

     

    Subject
to approval by the Company's stockholders, the Plan as amended and restated
shall become effective as of March 8, 2008 (the "Restatement Effective
Date").  The Plan was originally effective as of April 26, 2004 (the
"Effective Date").  The Plan shall remain in effect as provided in
Section 1.3 hereof.

     

    1.2 OBJECTIVES
OF THE PLAN.  The objectives of the Plan are to optimize the
profitability and growth of the Company through incentives which are consistent
with the Company's goals and which link the personal interests of Participants
to those of the Company's stockholders; to provide Participants with an
incentive for excellence in individual performance; and to promote teamwork
among Participants.

     

    1.3 DURATION
OF THE PLAN.  The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 14 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions.  However, in
no event may an Award be granted under the Plan on or after April 25,
2014.

     

    
      	
              ARTICLE
      2.  

            	
              DEFINITIONS

            


    

     

    Whenever
used in the Plan, the following terms shall have the meanings set forth below,
and when the meaning is intended, the initial letter of the word shall be
capitalized:

     

    2.1 "AFFILIATE"
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules
and Regulations of the Exchange Act.

     

    2.2 "AWARD"
means, individually or collectively, a grant under this Plan of Nonqualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock, Performance Shares or Performance Units.

     

    2.3 "AWARD
AGREEMENT" means an agreement entered into by the Company and each Participant
setting forth the terms and provisions applicable to Awards granted under this
Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.4 "BENEFICIAL
OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange
Act.

     

    2.5 "BOARD"
or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

     

    2.6 "CODE"
means the Internal Revenue Code of 1986, as amended from time to
time.

     

    2.7 "COMMITTEE"
means any committee appointed by the Board to administer the Plan, as specified
in Article 3 herein.

     

    2.8 "COMPANY"
means Petroleum Development Corporation, a Nevada corporation, including any and
all Subsidiaries and Affiliates, and any successor thereto as provided in
Article 19 herein.

     

    2.9 "COVERED
EMPLOYEE" means a Participant who, as of the date of vesting and/or payout of an
Award, as applicable, is one of the group of "covered employees," as defined in
the regulations promulgated under Code Section 162(m), or any successor
statute.

     

    2.10 "DIRECTOR"
means any individual who is a member of the Board of Directors of the Company or
any Subsidiary or Affiliates.

     

    2.11 "DISABILITY"
shall have the meaning ascribed to such term in the Participant's governing
long-term disability plan, or if no such plan exists, at the discretion of the
Committee.

     

    Notwithstanding
the preceding, with respect  to any Award subject to Code Section
409A, a Participant shall be considered Disabled if the Participant
—

     

    
      	
              (i)  

            	
              is
      unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than twelve (12) months,
or

            


    

     

    
      	
              (ii)  

            	
              is,
      by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve (12) months, receiving income
      replacement benefits for a period of not less than three (3) months under
      an accident and health plan covering Employees of the
    Company.

            


    

     

    2.12 "EFFECTIVE
DATE" shall have the meaning ascribed to such term in Section 1.1
hereof.

     

    2.13 "EMPLOYEE"
means any full-time, active employee of the Company or its Subsidiaries or
Affiliates.  Directors who are not employed by the Company shall not
be considered Employees under this Plan.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.14 "EXCHANGE
ACT" means the Securities Exchange Act of 1934, as amended from time to time, or
any successor act thereto.

     

    2.15 "FAIR
MARKET VALUE" shall be determined on the basis of the closing sale price at
which Shares have been sold regular way on the principal securities exchange on
which the Shares are traded or, if there is no such sale on the relevant date,
then on the last previous day on which there was such a sale.

     

    2.16 "FREESTANDING
SAR" means an SAR that is granted independently of any Options, as described in
Article 7 herein.

     

    2.17 "INCENTIVE
STOCK OPTION" or "ISO" means an option to purchase Shares granted under Article
6 herein and which is designated as an Incentive Stock Option and which is
intended to meet the requirements of Code Section 422.

     

    2.18 "INSIDER"
shall mean an individual who is, on the relevant date, an officer, director or
ten percent (10%) beneficial owner of any class of the Company's equity
securities that is registered pursuant to Section 12 of the Exchange Act, all as
defined under Section 16 of the Exchange Act.

     

    2.19 "NON-EMPLOYEE
DIRECTOR" shall mean a Director who is not also an Employee.

     

    2.20 "NON-QUALIFIED
STOCK OPTION" or "NQSO" means an option to purchase Shares granted under Article
6 herein and which is not intended to meet the requirements of Code Section
422.

     

    2.21 "OPTION"
means an Incentive Stock Option or a Nonqualified Stock Option, as described in
Article 6 herein.

     

    2.22 "OPTION
PRICE" means the price at which a Share may be purchased by a Participant
pursuant to an Option.

     

    2.23 "PARTICIPANT"
means an Employee who has been selected to receive an Award or who has
outstanding an Award granted under the Plan.

     

    2.24 "PERFORMANCE-BASED
EXCEPTION" means the performance-based exception from the tax deductibility
limitations of Code Section 162(m).

     

    2.25 "PERFORMANCE
SHARE" means an Award granted to a Participant, as described in Article 9
herein.

     

    2.26 "PERFORMANCE
UNIT" means an Award granted to a Participant, as described in Article 9
herein.

     

    2.27 "PERIOD
OF RESTRICTION" means the period during which the transfer of Shares of
Restricted Stock is limited in some way  (based on the passage of
time, the achievement of performance goals or upon the occurrence of other
events as determined by the

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Committee,
at its discretion), and the Shares  are subject to a substantial risk
of forfeiture, as provided in Article 8 herein.

     

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

     

    2.29 "RESTATEMENT
EFFECTIVE DATE" shall have the meaning ascribed to such term in Section
1.1.

     

    2.30 "RESTRICTED
STOCK" means an Award granted to a Participant pursuant to Article 8
herein.

     

    2.31 "RETIREMENT"
shall have the meaning ascribed to such term in the Company's tax-qualified
profit sharing plan.

     

    2.32 "SHARES"
means the shares of common stock of the Company.

     

    2.33 "SPECIFIED
EMPLOYEE"                                                                means,
with respect to the Company or any of its Subsidiaries, and determined as of the
date of an individual's separation from service from the Company (1) any officer
during the prior twelve (12) month period with annual compensation in excess of
$145,000 (as adjusted from time to time under the Code), (2) a 5-percent owner
of the Company's outstanding equity stock during the prior twelve (12) month
period or (3) a 1-percent owner of the Company's outstanding equity stock during
the prior (12) month period with annual compensation in excess of $150,000 (as
adjusted from time under Code), provided that the Company or any of its
Subsidiaries is publicly-traded within the meaning of Section 409A of the Code
on the date of determination.

     

    2.34 "STOCK
APPRECIATION RIGHT" or "SAR" means an Award, granted alone or, in connection
with a related Option, designated as an SAR, pursuant to the terms of Article 7
herein.

     

    2.35 "SUBSIDIARY"
means any corporation, partnership, joint venture or other entity in which the
Company has a majority voting interest (including all divisions, affiliates and
related entities).

     

    2.36 "TANDEM
SAR" means an SAR that is granted in connection with a related Option pursuant
to Article 7 herein, the exercise of which shall require forfeiture of the right
to purchase a Share under the related Option (and when a Share is purchased
under the Option, the Tandem SAR shall similarly be canceled).

     

    
      	
              ARTICLE
      3.  

            	
              ADMINISTRATION

            


    

     

    3.1 THE
COMMITTEE.  The Plan shall be administered by the Compensation
Committee of the Board consisting of not less than two Directors who meet the
"Non-Employee Director" requirements of Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Exchange Act, the "Independent Director"
requirements of Nasdaq Marketplace Rule

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     4350(c),
and the requirements of Code Section 162(m), or by any other committee appointed
by the Board, provided the members of such committee meet such
requirements.

     

    3.2 AUTHORITY
OF THE COMMITTEE.  Except as limited by law or by the Articles of
Incorporation or Bylaws of the Company, and subject to the provisions herein,
the Committee shall have full power to select Employees who shall participate in
the Plan;  determine the sizes and types of Awards; determine the
terms and conditions of Awards in a manner consistent with the
Plan;  construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend or waive rules and regulations for
the Plan's administration; and (subject to the provisions of Article 14 herein)
amend the terms and conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as provided in the
Plan.  Further, the Committee shall make all other determinations
which may be necessary or advisable for the administration of the Plan. As
permitted by law, the Committee may delegate its authority as identified
herein.

     

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

     

    
      	
              ARTICLE
      4.  

            	
              SHARES
      SUBJECT TO THE PLAN AND MAXIMUM
AWARDS

            


    

     

    4.1 NUMBER OF
SHARES AVAILABLE FOR GRANTS.  Subject to Sections 4.2 and 4.3 herein,
the maximum number of Shares with respect to which Awards may be granted to
Participants under the Plan shall be seven hundred fifty thousand
(750,000).  Shares issued under the Plan may be either authorized but
unissued Shares (subject to a maximum of seven hundred fifty thousand (750,000)
Shares), treasury Shares or any combination thereof.

     

    Unless
and until the Committee determines that an Award to a Covered Employee shall not
be designed to comply with the Performance-Based Exception, the following rules
shall apply to grants of such Awards under the Plan, subject to Sections 4.2 and
4.3.

     

    
      	
              (a)  

            	
              STOCK
      OPTIONS AND SARS:  The maximum aggregate number of Shares that
      may be subject to Stock Options, with or without Tandem SARs, or
      Freestanding SARs, granted in any one fiscal year to any one Participant
      shall be one hundred thousand
(100,000).

            


    

     

    
      	
              (b)  

            	
              RESTRICTED
      STOCK:  The maximum aggregate grant with respect to Awards of
      Restricted Stock which are intended to qualify for the Performance-Based
      Exception, and which are granted in any one fiscal year to any one
      Participant shall be fifty thousand (50,000)
  Shares.

            


    

     

    
      	
              (c)  

            	
              PERFORMANCE
      SHARES/PERFORMANCE UNITS:  The maximum aggregate payout
      (determined as of the end of the applicable performance period) with
      respect to Awards of Performance Shares or Performance Units which are
      intended to comply with the Performance-Based Exception, and which are
      granted in any one fiscal year to any
one 

            


    

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Participant
      shall be equal to the Fair Market Value of fifty thousand (50,000)
      Shares.

              


      

       

       

    

    4.2 LAPSED
AWARDS.  If any Award granted under this Plan is canceled, terminates,
expires or lapses for any reason (with the exception of the termination of a
Tandem SAR upon exercise of the related Option, or the termination of a related
Option upon exercise of the corresponding Tandem SAR), any Shares subject to
such Award again shall be available for the grant of an Award under the
Plan.

     

    4.3 ADJUSTMENTS.  In
the event of any change in corporate capitalization such as a stock split or
stock dividend, or a corporate transaction such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Company, any reorganization  (whether or not such reorganization
comes within the definition of such term in Code Section 368 or any partial or
complete liquidation of the Company, such adjustment shall be made in the number
and class of Shares which are reserved and may be delivered under Section 4.1,
in the number and class of and/or price of Shares subject to outstanding Awards
granted under the Plan, and in the Award limits set forth in subsections 4.1(a),
4.l(b) and 4.l(c), as may be determined to be appropriate and equitable by the
Committee, in its sole discretion, to prevent dilution or enlargement of rights;
provided, however, that the number of Shares subject to any Award shall always
be a whole number.

     

    
      	
              ARTICLE
      5.  

            	
              ELIGIBILITY
      AND PARTICIPATION

            


    

     

    5.1 ELIGIBILITY.  Persons
eligible to participate in this Plan include officers and certain key salaried
Employees of the Company with potential to contribute to the success of the
Company or its Subsidiaries, including Employees who are members of the
Board.

     

    5.2 ACTUAL
PARTICIPATION.  Subject to the provisions of the Plan, the Committee
may, from time to time, select from all eligible Employees those to whom Awards
shall be granted, and shall determine the nature and amount of each
Award.

     

    
      	
              ARTICLE
      6.  

            	
              STOCK
      OPTIONS

            


    

     

    6.1 GRANT OF
OPTIONS.  Subject to the terms and provisions of the Plan, Options may
be granted to Participants in such number, and upon such terms, and at any time
and from time to time as shall be determined by the Committee.

     

    6.2 AWARD
AGREEMENT.  Each Option grant shall be evidenced by an Award Agreement
that shall specify the Option Price, the duration of the Option, the number of
Shares to which the Option pertains, and such other provisions as the Committee
shall determine.  The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Code Section 422, or an
NQSO, whose grant is intended not to fall under the provisions of Code Section
422.

     

    6.3 OPTION
PRICE.  The Option Price for each grant of an Option under this Plan
shall be at least equal to one hundred percent (100%) of the Fair Market Value
of a Share on the date the Option is granted.  Notwithstanding the
foregoing, no ISO shall be granted to any person who, immediately prior to the
grant, owns stock possessing more than ten percent (10%) of the 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

      total
combined voting power of all classes of stock of the Company, unless the Option
Price is at least one hundred ten percent (110%) of the Fair Market Value of a
Share on the date of grant of the Option.

    

     

    6.4 DURATION
OF OPTIONS.  Each Option granted to a Participant shall expire at such
time as  the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth anniversary
following the date of its grant and provided further that no Option shall be
exercisable later than the fifth anniversary following the date of its grant for
an ISO granted to a Participant, who at the time of such grant owns stock
possessing more than 10% of the total
combined voting power of all classes of stock of the Company.

     

    6.5 EXERCISE
OF OPTIONS.  Options granted under this Article 6 shall be exercisable
at such times and be subject to such restrictions and conditions as the
Committee shall in each instance approve, which need not be the same for each
grant or for each Participant.

     

    6.6 PAYMENT.  Options
granted under this Article 6 shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for
the Shares.

     

    The
Option Price upon exercise of any Option shall be payable to the Company in full
either:  (a) in cash or its equivalent; or  (b) by tendering
previously acquired Shares having an aggregate Fair Market Value at the time of
exercise equal to the total Option Price (provided that the Shares which are
tendered must have been held by the Participant for at least six months prior to
their tender to satisfy the Option Price); or (c) by a combination of (a) and
(b).

     

    The
Committee may also allow cashless exercise as permitted under Federal Reserve
Board's Regulation T, subject to applicable securities law restrictions, or by
any other means which the Committee determines to be consistent with the Plan's
purpose and applicable law.

     

    Subject
to any governing rules or regulations, as soon as practicable after receipt of a
written notification of exercise and full payment, the Company shall deliver to
the Participant, in the Participant's name, Share certificates in an appropriate
amount based upon the number of Shares purchased under the
Option(s).

     

    6.7 RESTRICTIONS
ON SHARE TRANSFERABILITY.  The Committee may impose such restrictions
on any Shares acquired pursuant to the exercise of an Option granted under this
Article 6 as it may deem advisable, including, without limitation, restrictions
under applicable federal securities laws, under the requirements of any stock
exchange or market upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such
Shares.

     

    6.8 TERMINATION
OF EMPLOYMENT.  Each Participant's Option Award Agreement shall set
forth the extent to which the Participant shall have the right to exercise the
Option following termination of the Participant's employment with the
Company.  Such provisions shall be determined in the sole discretion
of the Committee but shall conform to the limitations established in Section
6.4, shall be included in the Award Agreement entered into 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

      with each
Participant, need not be uniform among all Options issued pursuant to this
Article 6, and may reflect distinctions based on the reasons for termination of
employment.

    

     

    6.9 NONTRANSFERABILITY
OF OPTIONS.

     

    
      	
              (a)  

            	
              INCENTIVE
      STOCK OPTIONS.  No ISO granted under the Plan may be sold,
      transferred, pledged, assigned or otherwise alienated or hypothecated,
      other than by will or by the laws of descent and
      distribution.  Further, all ISOs granted to a Participant under
      the Plan shall be exercisable during his or her lifetime only by such
      Participant or the Participant's legal representative (to the extent
      permitted under Code Section 422).

            


    

     

    
      	
              (b)  

            	
              NONQUALIFIED
      STOCK OPTIONS.  Except as otherwise provided in a Participant's
      Award Agreement, no NQSO granted under this Article 6 may be sold,
      transferred, pledged, assigned or otherwise alienated or hypothecated,
      other than by will or by the laws of descent and
      distribution.  Further, except as otherwise provided in a
      Participant's Award Agreement, all NQSOs granted to a Participant under
      this Article 6 shall be exercisable during his or her lifetime only by
      such Participant or the Participant's legal
  representative.

            


    

     

    
      	
              ARTICLE
      7.  

            	
              STOCK
      APPRECIATION RIGHTS

            


    

     

    7.1 GRANT OF
SARS.  Subject to the terms and conditions of the Plan, SARs may be
granted to Participants at any time and from time to time as shall be determined
by the Committee.  The Committee may grant Freestanding SARs, Tandem
SARs or any combination of these forms of SAR.

     

    The
Committee shall have complete discretion in determining the number of SARs
granted to each Participant (subject to Article 4 herein) and, consistent with
the provisions of the Plan, in determining the terms and conditions pertaining
to such SARs.

     

    The grant
price of a Freestanding SAR shall equal the Fair Market Value of a Share on the
date of grant of the SAR.  The grant price of Tandem SARs shall equal
the Option Price of the related Option.

     

    7.2 EXERCISE
OF TANDEM SARS.  Tandem SARs may be exercised for all or part of the
Shares subject to the related Option upon the surrender of the right to exercise
the equivalent portion of the related Option.  A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.

     

    Notwithstanding
any other provision of this Plan to the contrary, with respect to a Tandem SAR
granted in connection with an ISO:  (i) the Tandem SAR will expire no
later than the expiration of the underlying ISO; (ii) the value of the payout
with respect to the Tandem SAR may be for no more than 100% of the difference
between the Option Price of the underlying ISO and the Fair Market Value of the
Shares subject to the underlying ISO at the time 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

      the
Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the
Fair Market Value of the Shares subject to the ISO exceeds the Option Price of
the ISO.

    

     

    7.3 EXERCISE
OF FREESTANDING SARS.  Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes
upon them.

     

    7.4 SAR
AGREEMENT.  Each SAR grant shall be evidenced by an Award Agreement
that shall specify the grant price, the term of the SAR, and such other
provisions as the Committee shall determine.

     

    7.5 TERM OF
SARS.  The term of an SAR granted under the Plan shall be determined
by the Committee, in its sole discretion; provided, however, that such term
shall not exceed ten years.

     

    7.6 PAYMENT
OF SAR AMOUNT.  Upon exercise of an SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by
multiplying:

     

    
      	
              (a)  

            	
              the
      difference between the Fair Market Value of a Share on the date of
      exercise over the grant price; by

            


    

     

    
      	
              (b)  

            	
              the
      number of Shares with respect to which the SAR is
    exercised.

            


    

     

    At the
discretion of the Committee, the payment upon SAR exercise may be in cash, in
Shares of equivalent value or in some combination thereof.  The
Committee's determination regarding the form of SAR payout shall be set forth in
the Award Agreement pertaining to the grant of the SAR.

     

    7.7 TERMINATION
OF EMPLOYMENT.  Each SAR Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the SAR following
termination of the Participant's employment with the Company and/or its
Subsidiaries.  Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with Participants, need not be uniform among all SARs issued pursuant to
the Plan and may reflect distinctions based on the reasons for termination of
employment.

     

    7.8 NONTRANSFERABILITY
OF SARS.  Except as otherwise provided in a Participant's Award
Agreement, no SAR granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.  Further, except as otherwise
provided in a Participant's Award Agreement, all SARs granted to a Participant
under the Plan shall be exercisable during his or her lifetime only by such
Participant or the Participant's legal representative.

     

    
      	
              ARTICLE
      8.  

            	
              RESTRICTED
      STOCK

            


    

     

    8.1 GRANT OF
RESTRICTED STOCK.  Subject to the terms and provisions of the Plan,
the Committee, at any time and from time to time, may grant Shares of Restricted
Stock to Participants in such amounts as the Committee shall
determine.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.2 RESTRICTED
STOCK AGREEMENT.  Each Restricted Stock grant shall be evidenced by a
Restricted Stock Award Agreement that shall specify the Period(s) of
Restriction, the number of Shares of Restricted Stock granted and such other
provisions as the Committee shall determine.

     

    8.3 TRANSFERABILITY.  Except
as provided in this Article 8, the Shares of Restricted Stock granted under the
Plan may not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated until the end of the applicable Period of Restriction established
by the Committee and specified in the Restricted Stock Award Agreement, or upon
earlier satisfaction of any other conditions, as specified by the Committee in
its sole discretion and as set forth in the Restricted Stock Award Agreement.
All rights with respect to the Restricted Stock granted to a Participant under
the Plan shall be available during his or her lifetime only to such Participant
or the Participant's legal representative.

     

    8.4 OTHER
RESTRICTIONS.  Subject to Article 10 herein, the Committee shall
impose such other conditions and/or restrictions on any Shares of Restricted
Stock granted pursuant to the Plan as it may deem advisable including, without
limitation, a requirement that Participants pay a stipulated purchase price for
each Share of Restricted Stock, restrictions based upon the achievement of
specific performance goals (Company-wide, divisional and/or individual),
time-based restrictions on vesting following the attainment of the performance
goals and/or restrictions under applicable federal or state securities
laws.

     

    The
Company may retain the certificates representing Shares of Restricted Stock in
the Company's possession until such time as all conditions and/or restrictions
applicable to such Shares have been satisfied.

     

    Except as
otherwise provided in this Article 8, Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall become freely transferable by
the Participant after the last day of the applicable Period of
Restriction.

     

    8.5 VOTING
RIGHTS.  Participants holding Shares of Restricted Stock granted
hereunder may be granted the right to exercise full voting rights with respect
to those Shares during the Period of Restriction.

     

    8.6 DIVIDENDS
AND OTHER DISTRIBUTIONS.  During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may be
credited with regular cash dividends paid with respect to the underlying Shares
while they are so held.  The Committee may apply any restrictions to
the dividends that the Committee deems appropriate.  Without limiting
the generality of the preceding sentence, if the grant or vesting of Restricted
Shares granted to a Covered Employee is designed to comply with the requirements
of the Performance-Based Exception, the Committee may apply any restrictions it
deems appropriate to the payment of dividends declared with respect to such
Restricted Shares, such that the dividends and/or the Restricted Shares maintain
eligibility for the Performance-Based Exception.  Notwithstanding the
foregoing, for any Award that is governed by Code Section 409A regarding
non-qualified deferred compensation, the Committee  shall establish
the schedule of any payments of dividends in accordance with the requirements of
Code Section 409A or any guidance promulgated thereunder.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.7 TERMINATION
OF EMPLOYMENT.  Each Restricted Stock Award Agreement shall set forth
the extent to which the Participant shall have the right to receive unvested
Restricted Shares following termination of the Participant's employment with the
Company.  Such provisions shall be determined in the sole discretion
of the Committee, shall be included in the Award Agreement entered into with
each Participant, need not be uniform among all Shares of Restricted Stock
issued pursuant to the Plan and may reflect distinctions based on the reasons
for termination of employment; provided, however, that except in the cases of
terminations by reason of death or Disability, the vesting of Shares of
Restricted Stock which qualify for the Performance-Based Exception and which are
held by Covered Employees shall occur at the time they otherwise would have
vested, but for the employment termination.

     

    
      	
              ARTICLE
      9.  

            	
              PERFORMANCE
      UNITS AND PERFORMANCE SHARES

            


    

     

    9.1 GRANT OF
PERFORMANCE UNITS/SHARES.  Subject to the terms of the Plan,
Performance Units and/or Performance Shares may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Committee.

     

    9.2 VALUE OF
PERFORMANCE UNITS/SHARES.  Each Performance Unit shall have an initial
value that is established by the Committee at the time of grant.  Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant.  The Committee shall set performance
goals in its discretion which, depending on the extent to which they are met,
will determine the number and/or value of Performance Units/Shares that will be
paid out to the Participant.  For purposes of this Article 9, the time
period during which the performance goals must be met shall be called a
"Performance Period."

     

    9.3 EARNING
OF PERFORMANCE UNITS/SHARES.  Subject to the terms of this Plan, after
the applicable Performance Period has ended, the holder of Performance
Units/Shares shall be entitled to receive payout on the number and value of
Performance Units/Shares earned by the Participant over the Performance Period,
to be determined as a function of the extent to which the corresponding
performance goals have been achieved.

     

    9.4 FORM AND
TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES.  Payment of earned
Performance Units/Shares shall be made in a single lump sum following the close
of the applicable Performance Period.  Subject to the terms of this
Plan, the Committee, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash or in Shares (or in a combination thereof)
which have an aggregate Fair Market Value equal to the value of the earned
Performance Units/Shares at the close of the applicable Performance
Period.  Such Shares may be granted subject to any restrictions deemed
appropriate by the Committee.  The determination of the Committee with
respect to the form of payout of such Awards shall be set forth in the Award
Agreement pertaining to the grant of the Award.

     

    At the
discretion of the Committee, Participants may be entitled to receive any
dividends declared with respect to Shares which have been earned in connection
with grants of Performance Units and/or Performance Shares, but not yet
distributed to Participants (such dividends shall be subject to the same
accrual, forfeiture and payout restrictions as apply to dividends earned with
respect to Shares of Restricted Stock, as set forth in Section 8.6
herein). 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

       In
addition, Participants may, at the discretion of the Committee, be entitled to
exercise their voting rights with respect to such Shares.

    

     

    9.5 TERMINATION
OF EMPLOYMENT DUE TO DEATH, DISABILITY OR RETIREMENT.  Unless
determined otherwise by the Committee and set forth in the Participant's Award
Agreement, in the event the employment of a Participant is terminated by reason
of death, Disability or Retirement during a Performance Period, the Participant
shall receive a payout of the Performance Units/Shares which is prorated, as
specified by the Committee in its discretion.

     

    Payment
of earned Performance Units/Shares shall be made at a time specified by the
Committee in its sole discretion and set forth in the Participant's Award
Agreement.  Notwithstanding the foregoing, with respect to Covered
Employees who retire during a Performance Period, payments shall be made at the
same time as payments are made to Participants who did not terminate employment
during the applicable Performance Period.

     

    9.6 TERMINATION
OF EMPLOYMENT FOR OTHER REASONS.  In the event  that a
Participant's employment terminates for any reason other than those reasons set
forth in Section 9.5 herein, all Performance Units/Shares shall be forfeited by
the Participant to the Company unless determined otherwise by the Committee, as
set forth in the Participant's Award Agreement.

     

    9.7 NONTRANSFERABILITY.  Except
as otherwise provided in a Participant's Award Agreement, Performance
Units/Shares may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution.  Further, except as otherwise provided in a
Participant's Award Agreement, a Participant's rights under the Plan shall be
exercisable during the Participant's lifetime only by the Participant or the
Participant's legal representative.

     

    
      	
              ARTICLE
      10.  

            	
              PERFORMANCE
      MEASURES

            


    

     

    Unless
and until the Committee proposes for stockholder vote and the Company’s
stockholders approve a change in the general performance measures set forth in
this Article 10, the attainment of which may determine the degree of payout
and/or vesting with respect to Awards to Covered Employees which are designed to
qualify for the Performance-Based Exception, the performance measure(s) to be
used for purposes of such grants shall be chosen from among net income either
before or after taxes, market share, profits, share price, earnings per share,
total stockholder return, return on assets, return on equity, operating income,
return on capital or investment, or economic value added (including, but not
limited to, any or all of such measures in comparison to the Company's
competitors, the industry or some other comparator group).

     

    The
Committee shall have the discretion to adjust the determinations of the degree
of attainment of the preestablished performance goals; provided, however, that
Awards which are designed to qualify for the Performance-Based Exception, and
which are held by Covered Employees, may not be adjusted upward (the Committee
shall retain the discretion to adjust such Awards downward).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

        In the event
that applicable tax and/or securities laws change to permit Committee discretion
to alter the governing performance measures without obtaining stockholder
approval of such changes, the Committee shall have sole discretion to make such
changes without obtaining stockholder approval.  In addition, in the
event that the Committee determines that it is advisable to grant Awards which
shall not qualify for the Performance-Based Exception, the Committee may make
such grants without satisfying the requirements of Code Section
162(m).

     

    
      	
              ARTICLE
      11.  

            	
              BENEFICIARY
      DESIGNATION

            


    

     

    Each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her 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, the Participant's
beneficiary shall be paid to the Participant's estate.

     

    
      	
              ARTICLE
      12.  

            	
              DEFERRALS

            


    

     

    The
Committee may permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an Option or SAR, the lapse
or waiver of restrictions with respect to Restricted Stock, or the satisfaction
of any requirements or goals with respect to Performance
Units/Shares.  If any such deferral election is required or permitted,
the Committee shall, in its sole discretion, establish rules and procedures for
such payment deferrals, provided, however, all deferrals shall be made in
accordance with all applicable requirements of Code Section 409A or any guidance
promulgated thereunder.

     

    
      	
              ARTICLE
      13.  

            	
              RIGHTS
      OF EMPLOYEES

            


    

     

    13.1 EMPLOYMENT.  Nothing
in the Plan shall interfere with or limit in any way the right of the Company to
terminate any Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company.

     

    13.2 PARTICIPATION.  No
Employee shall have the right to be selected to receive an Award under this Plan
or, having been so selected, to be selected to receive a future
Award.

     

    
      	
              ARTICLE
      14.  

            	
              AMENDMENT,
      MODIFICATION, TERMINATION AND
ADJUSTMENTS

            


    

     

    14.1 AMENDMENT,
MODIFICATION, AND TERMINATION.  Subject to the terms of the Plan, the
Board, upon recommendation of the Committee, may at any time and from time to
time, alter, amend, suspend or terminate the Plan in whole or in
part.

     

    14.2 ADJUSTMENT
OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING
EVENTS.  The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

      affecting
the Company or the financial statements of the Company or of changes in
applicable laws, regulations or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan; provided that unless the Committee determines otherwise, no such
adjustment shall be authorized to the extent that such authority would be
inconsistent with the Plan or Awards meeting the requirements of Code Section
162(m), as from time to time amended.

    

     

    14.3 AWARDS
PREVIOUSLY GRANTED.  Notwithstanding any other provision of the Plan
to the contrary (but subject to Section 14.2 hereof), no termination, amendment
or modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan without the written consent of the Participant
holding such Award.

     

    14.4 COMPLIANCE
WITH CODE SECTION 162(m). At all times when Code Section 162(m) is applicable,
all Awards granted under this  Plan shall comply with the requirements
of Code Section 162(m); provided, however, that in the event the Committee
determines that such compliance is not desired with respect to any Award or
Awards available for grant under the Plan, then compliance with Code Section
162(m) will not be required.  In addition, in the event that changes
are made to Code Section 162(m) to permit greater flexibility with respect to
any Award or Awards available under the Plan, the Committee may, subject to this
Article 14, make any adjustments it deems appropriate.

     

    
      	
              ARTICLE
      15.  

            	
              PAYMENT
      OF PLAN AWARDS AND CONDITIONS
THEREON

            


    

     

    15.1 EFFECT OF
COMPETITIVE ACTIVITY. Anything contained in the Plan to the contrary
notwithstanding, if the employment of any Participant shall terminate, for any
reason other than death, while any Award to such Participant is outstanding
hereunder, and such Participant has not yet received the Shares covered by such
Award or otherwise received the full benefit of such Award, such Participant, if
otherwise entitled thereto, shall receive such Shares or benefit only if, during
the entire period from the date of such Participant's termination to the date of
such receipt, such Participant shall have earned out such Award
by:  (i) making himself or herself available, upon request, at
reasonable times and upon a reasonable basis, to consult with, supply
information to, and otherwise cooperate with the Company or any Subsidiary or
Affiliate thereof with respect to any matter that shall have been handled by him
or her or under his or her supervision while he or she was in the employ of the
Company or of any Subsidiary or Affiliate thereof; and (ii) refraining from
engaging in any activity that is directly or indirectly in competition with any
activity of the Company or any Subsidiary or Affiliate thereof.

     

    15.2 NONFULFILLMENT
OF COMPETITIVE ACTIVITY CONDITIONS; WAIVERS UNDER THE PLAN.  In the
event of a Participant's nonfulfillment of any condition set forth in Section
15.1 hereof, such Participant's rights under any Award shall be forfeited and
canceled forthwith; provided, however, that the nonfulfillment of such condition
may at any time (whether before, at the time of, or subsequent to termination of
employment) be waived by the Committee upon its determination that in its sole
judgment there shall not have been and will not be any substantial adverse
effect upon the Company or any Subsidiary or Affiliate thereof by reason of the
nonfulfillment of such condition.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    15.3 EFFECT OF
INIMICAL CONDUCT.  Anything contained in the Plan to the contrary
notwithstanding, all rights of a Participant under any Award shall cease on and
as of the date on which it has been determined by the Committee that such
Participant at any time (whether before or subsequent to termination of such
Participant's employment) acted in manner inimical to the best interests of the
Company or any Subsidiary or Affiliate thereof.

     

    
      	
              ARTICLE
      16.  

            	
              CHANGE
      IN CONTROL

            


    

     

    16.1 DEFINITION.  For
purposes of this Plan, a "Change in Control" of the Company is deemed to have
occurred as of the first day that any one or more of the following conditions
shall have been satisfied:

     

    
      	
              (a)  

            	
              the
      "Beneficial Ownership" of securities representing more than thirty-three
      percent (33%) of the combined voting power of the Company is acquired by
      any "person" as defined in Section 13(d) and 14(d) of the Exchange Act
      (other than the Company, any trustee or other fiduciary holding securities
      under an employee benefit plan of the Company, or any corporation owned,
      directly or indirectly, by the stockholders of the Company in
      substantially the same proportions as their ownership of stock of the
      Company); or

            


    

     

    
      	
              (b)  

            	
              the
      stockholders of the Company approve a definitive agreement to merge or
      consolidate the Company with or into another corporation or to sell or
      otherwise dispose of all or substantially all of its assets, or adopt a
      plan of liquidation; or

            


    

     

    
      	
              (c)  

            	
              during
      any period of three consecutive years, individuals who at the beginning of
      such period were members of 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 stockholders, of each new director was approved
      by a vote of at least a majority of the directors then still in office who
      were directors at the beginning of such period or whose election or
      nomination was previously so
approved).

            


    

     

    Notwithstanding
the foregoing, with respect to any Award subject to Code Section 409A, a "Change
in Control" of the Company is deemed to have occurred as of the first day that
any one or more of the following conditions shall have been
satisfied:

     

    
      	
              (d)  

            	
              Change
      in Ownership:  A change in ownership of the Company occurs on
      the date that any one person, or more than one person acting as a group,
      acquires ownership of stock of the Company that, together with stock held
      by such person or group, constitutes more than fifty percent (50%) of the
      total fair market value or total voting power of the stock of the Company,
      excluding the acquisition of additional stock by a person or more than one
      person acting as a group who is considered  to own more than
      fifty percent (50%) of the total fair market value or total voting power
      of the stock of the Company.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)  

            	
              Change
      in Effective Control:  A change in effective control of the
      Company occurs only on either of the following
  dates:

            


    

     

    
      	
              (1)  

            	
              The
      date any one person, or more than one person acting as a group, acquires
      (or has acquired during the twelve (12) month period ending in the date of
      the most recent acquisition by such person or persons) ownership of stock
      of the Company possessing 30% or more of the total voting power of the
      stock of the Company; or

            


    

     

    
      	
              (2)  

            	
              The
      date a majority of the members of the Board is replaced during any (12)
      month period by directors whose appointment or election is not endorsed by
      a majority of the members of the board of directors before the date of the
      appointment or election; provided that this paragraph (e) shall apply only
      to the company for which no other corporation is a majority
      shareholder.

            


    

     

    
      	
              (f)  

            	
              Change
      in Ownership of Substantial Assets:  A change in the ownership
      of a substantial portion of the Company's assets occurs on the date that
      any one person, or more than one person acting as a group, acquires (or
      has acquired during the twelve (12) month period ending on the date of the
      most recent acquisition by such person or persons) assets from the Company
      that have a total gross fair market value equal to or more than forty
      percent (40%) of the total gross fair market value of the assets of the
      Company, or the value of the assets being disposed of, determined without
      regard to any liabilities associated with such
  assets.

            


    

     

    It is the
intent that this definition be construed consistent with the definition of
"Change of Control" as defined under Internal Revenue Code Section 409A and the
applicable Treasury Regulations, as amended from time to time.

     

    16.2 TREATMENT
OF OUTSTANDING AWARDS.  Subject to Section 16.3 herein, upon the
occurrence of a Change in Control:

     

    
      	
              (a)  

            	
              any
      and all Options and SARs granted hereunder shall become immediately
      exercisable and shall remain exercisable throughout their entire
      term;

            


    

     

    
      	
              (b)  

            	
              any
      restriction periods and restrictions imposed on Restricted Stock which are
      not performance-based shall lapse;

            


    

     

    
      	
              (c)  

            	
              the
      target payout opportunities attainable under all outstanding Awards of
      performance-based Restricted Stock, Performance Units and Performance
      Shares shall be deemed to have been fully earned for the entire
      Performance Period(s) as of the effective date of the Change in
      Control.  The vesting of all Awards denominated in Shares shall
      be accelerated as of the effective date of the Change in Control, and
      there shall be paid out to 

            


    

     

    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Participants
      within 30 days following the effective date of the Change in Control a pro
      rata number of Shares (or their cash equivalents) based upon an assumed
      achievement of all relevant targeted performance goals and upon the length
      of time within the Performance Period which has elapsed prior to the
      Change in Control.  Awards denominated in cash shall be paid pro
      rata to participants in cash within 30 days following the effective date
      of the Change in Control, with the proration determined as a function of
      the length of time within the Performance Period which has elapsed prior
      to the Change in Control, and based on an assumed achievement of all
      relevant targeted performance
goals.

              


      

       

       

    

    16.3 TERMINATION,
AMENDMENT AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS.  Notwithstanding any other provision of the Plan or any
Award Agreement provision, the provisions of this Article 16 may not be
terminated, amended or modified on or after the date of an event which is likely
to give rise to a Change in Control to affect adversely any Award theretofore
granted under the Plan without the prior written consent of the Participant with
respect to said Participant's outstanding Awards.

     

    
      	
              ARTICLE
      17.  

            	
              TAX
      PROVISIONS

            


    

     

    17.1 TAX
WITHHOLDING.  The Company shall have the power and the right to deduct
or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.

     

    17.2 SHARE
WITHHOLDING.  With respect to withholding required upon the exercise
of Options or SARs, upon the lapse of restrictions on Restricted Stock, or upon
any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the
transaction.  All such elections shall be irrevocable, made in
writing, and signed by the Participant, and shall be subject to any restrictions
or limitations that the Committee, in its sole discretion, deems
appropriate.

     

    17.3 REQUIREMENT
OF NOTIFICATION OF CODE SECTION 83(b) ELECTION.  If any Participants
shall make an election under Section 83(b) of the Code (to include in gross
income in the year of transfer the amounts specified in Code Section 83(b)) or
under a similar provisions of the laws of a jurisdiction outside the United
States, such Participant shall notify the Company of such election within ten
(10) days of filing notice of the election with the Internal Revenue Service or
other government authority, in addition to any filing and notification required
pursuant to regulations issued under Code Section 83(b) or other applicable
provision.

     

    17.4 REQUIREMENT
OF NOTIFICATION UPON DISQUALIFYING DISPOSITION UNDER CODE SECTION
421(b).  If any Participant shall make any disposition of shares of
stock delivered pursuant to the exercise of an Incentive Stock Option under
the

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        
circumstances
described in Code Section 421(b) (relating to certain disqualifying
dispositions), such Participant shall notify the Company of such disposition
within ten (10) days thereof.

    

     

    
      	
              ARTICLE
      18.  

            	
              INDEMNIFICATION

            


    

     

    Each
person who is or shall have been a member of the Committee, or of the Board,
shall be indemnified and held harmless by the Company against and from any loss,
cost, liability or expense that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim, action, suit or
proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him or her in satisfaction of any
judgment in any such action, suit or proceeding against him or her, provided he
or she shall give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf.  The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles  of Incorporation or Bylaws, as
a matter of law or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.

     

    
      	
              ARTICLE
      19.  

            	
              SUCCESSORS

            


    

     

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

     

    
      	
              ARTICLE
      20.  

            	
              LEGAL
      CONSTRUCTION

            


    

     

    20.1 GENDER
AND NUMBER.  Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.

     

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

     

    20.3 REQUIREMENTS
OF LAW.  The granting of Awards and the issuance of Shares under the
Plan shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.

     

    20.4 SECURITIES
LAW COMPLIANCE.  With respect to Insiders, transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act.  To the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the
Committee.

     

    
      
        
        

      

      
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    20.5 SECTION
409A COMPLIANCE.  Notwithstanding any other provision of this Plan to
the contrary, all Awards under this Plan that are subject to Code Section 409A
shall be designed and administered in a manner that does not result in the
imposition of tax or penalties under Section 409A of the
Code.  Accordingly, Awards under this Plan that are subject to Code
Section 409A shall comply with the following requirements, as
applicable.

     

    
      	
              (a)  

            	
              Distribution
      to Specified Employees Upon Separation from Service.  To the
      extent that payment under an Award which is subject to Code Section 409A
      is due to a Specified Employee on account of the Specified Employee's
      separation from service from the Company or its Affiliate or Subsidiary,
      such payment shall be delayed until the first day of the seventh month
      following such separation from service (or as soon as practicable
      thereafter).  The Committee, in its discretion, may provide in
      the Award document for the payment of interest at a rate set by the
      Committee for such six-month
period.

            


    

     

    
      	
              (b)  

            	
              No
      Acceleration of Payment.  To the extent that an Award is subject
      to Code Section 409A, payment under such Award shall not be accelerated
      from the date(s) specified in the Award documents as of the date of
      grant.

            


    

     

    
      	
              (c)  

            	
              Subsequent
      Delay in Payment.  To the extent that an Award is subject to
      Code Section 409A, payment under such Award shall not be deferred beyond
      the dates specified in the Award document as of the date of grant, unless
      the Committee makes the decision to delay payment at least one year prior
      to the scheduled payment date, and payment is delayed at least five
      years.

            


    

     

    20.6 GOVERNING
LAW.  To the extent not preempted by federal law, the Plan, and all
agreements hereunder, shall be construed in accordance with and governed by the
laws of the State of West Virginia.

     

     

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