Unassociated Document


    
      

    

    Exhibit
10.6

     

     

    NBT
BANCORP INC. PERFORMANCE SHARE PLAN EFFECTIVE MAY 1, 2003

    
      
        

      

    

     

    TABLE OF
CONTENTS

    


    


    
      
        
          	
                  I
      GENERAL

                	
                  B2

                
	 
      	 
      
	
                  1.1
      Purpose

                	
                  B2

                
	
                  1.2
      Effective Date

                	
                  B2

                
	 
      	 
      
	
                  II
      DEFINITIONS

                	
                  B2

                
	 
      	 
      
	
                  III
      ELIGIBILITY AND PARTICIPATION

                	
                  B4

                
	 
      	 
      
	
                  3.1
      Eligibility

                	
                  B4

                
	
                  3.2
      Participation in Performance Share Awards

                	
                  B4

                
	 
      	 
      
	
                  IV
      PLAN DESIGN

                	
                  B4

                
	 
      	 
      
	
                  4.1
      Eligibility Period

                	
                  B4

                
	
                  4.2
      Performance Period

                	
                  B4

                
	
                  4.3
      Performance Share Awards

                	
                  B4

                
	
                  4.4
      Performance Goals

                	
                  B4

                
	
                  4.5
      Available Common Stock

                	
                  B5

                
	
                  4.6
      Adjustment to Shares

                	
                  B5

                
	
                  4.7
      Maximum Award

                	
                  B5

                
	
                  4.8
      Committee Discretion to Adjust Awards

                	
                  B5

                
	 
      	 
      
	
                  V
      PAYMENT

                	
                  B5

                
	 
      	 
      
	
                  5.1
      Committee Determination of Common Stock Payable

                	
                  B5

                
	
                  5.2
      Timing and Form of Payment

                	
                  B5

                
	
                  5.3
      Distribution upon Termination of Employment

                	
                  B6

                
	
                  5.4
      Beneficiary Designation

                	
                  B7

                
	 
      	 
      
	
                  VI
      ADMINISTRATION

                	
                  B7

                
	 
      	 
      
	
                  6.1
      Committee

                	
                  B7

                
	
                  6.2
      General Rights, Powers, and Duties of Committee

                	
                  B7

                
	
                  6.3
      Information to be Furnished to Committee

                	
                  B7

                
	
                  6.4
      Responsibility and Indemnification

                	
                  B7

                
	 
      	 
      
	
                  VII
      AMENDMENT AND TERMINATION

                	
                  B8

                
	 
      	 
      
	
                  7.1
      Amendment

                	
                  B8

                
	
                  7.2
      Company's Right to Terminate

                	
                  B8

                
	 
      	 
      
	
                  VIII
      MISCELLANEOUS

                	
                  B8

                
	 
      	 
      
	
                  8.1
      No Implied Rights; Rights on Termination of Service

                	
                  B8

                
	
                  8.2
      No Right to Company Assets

                	
                  B8

                
	
                  8.3
      No Employment Rights

                	
                  B8

                
	
                  8.4
      Other Benefits

                	
                  B8

                
	
                  8.5
      Offset

                	
                  B8

                
	
                  8.6
      Non-assignability

                	
                  B8

                
	
                  8.7
      Notice

                	
                  B8

                
	
                  8.8
      Governing Laws

                	
                  B8

                
	
                  8.9
      Gender and Number

                	
                  B9

                
	
                  8.10
      Severability

                	
                  B9

                


        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              I

            	
              GENERAL

            


    

    


    1.1           Purpose.
The purposes of the Plan are to retain officers and other key employees, to
support the achievement of the Company's strategic business objectives, and to
encourage increased ownership of Company stock by officers and other key
employees by providing to such persons competitive long-term incentive
opportunities that are linked to the profitability of the Company's business and
increases in stockholder value. The Plan is to be maintained primarily for a
select group of management and highly compensated employees.

    


    1.2           Effective
Date. The Plan shall become effective as of May 1, 2003, subject to its approval
by the Company's stockholders.

    


    
      	
              II

            	
              DEFINITIONS

            


    

    


    2.1           "Beneficiary"
means the person or persons so designated by a Participant pursuant to Section
5.4.

    


    2.2           "Board
of Directors" means the Board of Directors of the Company.

    


    2.3           "Cause"
shall mean the commission of an act of fraud, embezzlement, or theft
constituting a felony or an act intentionally against the interests of the
Company which causes the Company material injury.

    


    2.4           "Change
in Control" of the Company means

    


    (i)           A
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A as in effect on the date hereof
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"); provided
that, without limitation, such a change in control shall be deemed to have
occurred at such time as any Person hereafter becomes the "Beneficial Owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or
more of the combined voting power of the Company's Voting Securities;
or

    


    (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 stockholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period; or

    


    (iii)         There
shall be consummated (x) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
Voting Securities would be converted into cash, securities, or other property,
other than a merger of the Company in which the holders of Voting Securities
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger, or (y) any
sale, lease, exchange, or other transfer (in one transaction or a series of
related transactions) of all, or substantially all of the assets of the Company,
provided that any such consolidation, merger, sale, lease, exchange or other
transfer consummated at the insistence of an appropriate banking regulatory
agency shall not constitute a change in control of the Company; or

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (iv)         Approval
by the stockholders of the Company of any plan or proposal for the liquidation
or dissolution of the Company.

    


    2.5           "Code"
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto.

    


    2.6           "Committee"
means the committee referred to in Section 6.1.

    


    2.7           "Common
Stock" means common stock, par value $0.01 per share, of the
Company.

    


    2.8           "Company"
means NBT Bancorp Inc.

    


    2.9           "Covered
Employee" means any Participant who is or may be a "Covered Employee," within
the meaning of Section 162(m)(3) of the Code, in the year in which the payment
of any shares of Common Stock in satisfaction of a Performance Share award will
be taxable to such Participant.

    


    2.10         "Disability"
shall have the same meaning as under the Company-sponsored long-term disability
plan under which the applicable Participant is then eligible to participate or,
if the Participant is not then eligible to participate in such plan, the
Participant shall be considered to be disabled if he or she is eligible for
disability benefits from the Social Security Administration.

    


    2.11         "Eligibility
Period" means a period, as determined by the Committee pursuant to Section
4.1.

    


    2.12         "Fair
Market Value" means the value of each Share subject to the Plan determined as
follows: if on the Grant Date or other determination date the shares of Stock
are listed on an established national or regional stock exchange, are admitted
to quotation on the National Association of Securities Dealers Automated
Quotation System, or are publicly traded on an established securities market,
the Fair Market Value of the shares shall be the average price between the high
and the low sale price of the shares on such exchange or in such market on the
trading day immediately preceding the Grant Date or, if no sale of the shares is
reported for such trading day, on the next preceding day on which any sale shall
have been reported. If the shares are not listed on such an exchange, quoted on
such System or traded on such a market, Fair Market Value shall be determined by
the Board in good faith.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    2.13         "Good
Reason" means the termination by the Participant of employment for "Good Reason"
based on any of the following:

    


    (i)           A
change in the Participant's position(s) with the Company, other than for Cause
is in effect immediately prior to the Change in Control, without the consent of
the Participant.

    


    (ii)          A
decrease by the Company in the Participant's salary or benefits as in effect
immediately prior to the Change in Control.

    


    2.14         "Non-Employee
Director" means a member of the Board of Directors who qualifies as (i) a
"non-employee director," as defined in Rule 16b-3, as promulgated by the
Securities Exchange Commission under the Securities Exchange Act of 1934, or any
successor definition adopted by the Securities Exchange Commission, and as (ii)
an "outside director," as defined in Section 1.162-27(e)(3) of the Treasury
Regulations issued under Section 162(m) of the Code, or any successor definition
adopted by the Department of the Treasury.

    


    2.15         "Normal
Retirement" means termination of employment after attainment of age 65 or such
earlier age as is provided or has been provided in a Supplemental Executive
Retirement Plan with respect to a person participating in the Plan which was in
effect at any time during the Performance Period. However, the Committee, within
its discretion, may determine that a Participant who terminates employment prior
to age 65 has terminated by virtue of Normal Retirement.

    


    2.16         "Participant"
means a person who is designated, pursuant to Article III, to be eligible to
receive benefits under the Plan.

    


    2.17         "Performance
Goals" means the performance standards established by the Committee pursuant to
Section 4.4.

    


    2.18         "Performance
Period" means a period of service, as determined pursuant to Section 4.2, over
which the extent of achievement of established Performance Goals will be
measured. For purposes of applying to Covered Employees the various rules of the
performance-based compensation exemption under Section 162(m)(4)(C) of the Code
and the Treasury Regulations issued thereunder, the Performance Period shall be
the "period of service to which the Performance Goals relate" (as defined in
Treasury Regulation Section 1.162-27(e) (2)).

    


    2.19         "Performance
Share" means an award, designated in terms of a share of Common Stock, granted
pursuant to the Plan.

    


    2.20         "Person"
means and includes any individual, corporation, partnership, group, association,
or other "person," as such term is used in section 14(d) of the Exchange Act,
other than the Company or any employee benefit plan(s) sponsored by the
Company.

    


    2.21         "Plan"
means this NBT Bancorp Inc. Performance Share Plan, as amended from time to
time.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    2.22         "Pro-rated"
or "Pro-rata" means, for purposes of determining the amount of Common Stock
payable to a Participant whose eligibility to participate in the Plan with
respect to an Eligibility Period ceases prior to the end of such Eligibility
Period for any of the reasons described in subsection (a) (b) (c) (d) or (e) of
Section 5.3, the percentage to be applied to the Common Stock that would have
been payable at the end of the Performance Period to such Participant if he had
been eligible to participate for the entire Eligibility Period. Such percentage
shall equal the number of months (rounded to the nearest whole month) of the
Eligibility Period during which the Participant was designated by the Committee
as eligible to participate in the Plan divided by the number of months (rounded
to the nearest whole month) in such Eligibility Period. A Participant who,
pursuant to Section 3.2 but subject to the limitations of Section 4.3, is
designated as eligible to participate in the Plan after the applicable
Eligibility Period has commenced, shall, for purposes of this Section 2.21, be
deemed to have been eligible as of the beginning of such Eligibility Period;
provided, however, that the Committee shall, in accordance with its authority
under Section 4.8, have the discretion to reduce the Pro-rated Common Stock
award that is otherwise payable to such Participant to account for such late
commencement of participation.

    


    2.23         "Voting
Securities" means securities of the Company having the right to vote at
elections of members of the Board of Directors.

    


    
      	
              III

            	
              ELIGIBILITY
      AND PARTICIPATION

            


    

    


    3.1           Eligibility.
Participation in the Plan shall be limited to officers and other key employees
of the Company or any of its subsidiaries or other affiliates who are designated
to be eligible by the Committee.

    


    3.2           Participation
in Performance Share Awards. The Committee will determine the persons who will
participate for each Eligibility Period under the Plan. Subject to Section 4.3,
after an Eligibility Period has commenced, persons may be designated as eligible
to participate in the Plan with respect to such Eligibility Period. The award of
Performance Shares with respect to a Performance Period contained in any
Eligibility Period does not guarantee participation in subsequent Eligibility
Periods.

    


    
      	
              IV

            	
              PLAN
      DESIGN

            


    

    


    4.1           Eligibility
Period. An Eligibility Period is a certain period of time, as determined by the
Committee, over which eligibility to receive benefits under the Plan shall be
measured. Eligibility Periods under the Plans shall commence and terminate as
determined by the Committee in its sole discretion. The Committee may establish
a separate Eligibility Period for persons determined to be eligible for
participation after the commencement of any Eligibility Period.

    


    4.2           Performance
Period. Each Eligibility Period under the Plan shall include a Performance
Period which shall be a specified period of service over which the achievement
of applicable Performance Goals will be measured. Performance Periods shall
commence and terminate as determined by the Committee, provided that each such
Performance Period shall commence coincident with or after the commencement of
the corresponding Eligibility Period and shall terminate coincident with or
prior to the termination of the corresponding Eligibility Period.
Notwithstanding the foregoing, in the event of a Change of Control, the
Performance Period shall terminate.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
Committee may also establish a separate Performance Period for persons
determined to be eligible for participation after the commencement of any
Performance Period.

    


    4.3           Performance
Share Awards. On or about the commencement of each Eligibility Period under the
Plan, the Committee shall establish the minimum and maximum Performance Shares
that may be awarded to each Participant in the Plan for such Eligibility Period
and the basis for such awards. The Committee may also award Performance Shares
to persons determined to be eligible for participation after the commencement of
any Eligibility Period. Performance Shares must be awarded to Covered Employees
at a time when the outcome of the Performance Goals established or to be
established for the applicable Performance Period is substantially uncertain.
The Performance Shares awarded to any Covered Employee and the terms and
conditions applicable to such Performance Shares must be finalized in writing by
the Committee as soon as is practicable. Each award of Performance Shares under
the Plan shall be evidenced by a written "Notice of Award," which shall be
signed by an authorized officer of the Company and by the Participant and shall
contain such terms and conditions as are approved by the Committee. Such terms
and conditions need not be the same in all cases.

    


    4.4           Performance
Goals.

    


    (a)           Performance
Goals with respect to each Performance Period shall be established by the
Committee. The Committee may in its discretion adjust the terms of such
Performance Goals; provided that Performance Goals applied to Covered Employees
("Covered Employees' Performance Goals") shall not be adjusted. No Covered
Employees' Performance Goals shall be adjusted at a time when the outcome of
such Performance Goals is no longer substantially uncertain. Covered Employees'
Performance Goals must be finalized in writing by the Committee on or prior to
the applicable adjustment deadline described in the preceding
sentences.

    


    (b)           The
Performance Goals set by the Committee shall be based on specified criteria as
determined by the Committee, which shall specify the manner in which such
Performance Goals shall be calculated. Covered Employees' Performance Goals
shall be based on objective business criteria, which shall include but not be
limited to one or more of the following: earnings per share, total shareholder
return, operating earnings, growth in assets, return on equity, return on
capital, market share, stock price, net income, cash flow, and retained
earnings. Performance Goals also may be based upon the attainment of specified
levels of performance of the Company under one or more of the measures described
above relative to the performance of other corporations.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (c)           All
of the provisions of this Section 4.4 are subject to the requirement that all
Covered Employees' Performance Goals shall be objective performance goals
satisfying the requirement for "performance-based compensation" within the
meaning of Section 162(m)(4) of the Code and the Treasury Regulations issued
thereunder.

    


    4.5           Available
Common Stock. The maximum number of shares of Common Stock which shall be
available for distribution in satisfaction of awards under the Plan shall not
exceed 300,000, subject to adjustment as provided in Section 4.6. The shares of
Common Stock available for issuance under the Plan may be authorized and
unissued shares or treasury shares or may be purchased in the open
market.

    


    4.6           Adjustment
to Shares. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, extraordinary distribution with
respect to Common Stock or other change in corporate structure affecting such
Common Stock, the Committee may make such substitution or adjustments in the
aggregate number and kind of shares reserved for issuance under the Plan or in
the number and kind of shares subject to outstanding Performance Share awards
under the Plan. The Committee shall make such substitutions or adjustments as in
its discretion it determines to be appropriate and equitable to prevent dilution
or enlargement of rights hereunder; provided, however, that the number of shares
of Common Stock subject to any Performance Share award shall always be a whole
number.

    


    4.7           Maximum
Award. The maximum number of shares of Common Stock that may be issued to any
Covered Employee with respect to any Eligibility Period pursuant to any
Performance Share award is 50,000, subject to adjustment as provided in Section
4.6. This limit includes any portion or amount of Common Stock that is withheld
for taxes (as described in Section 5.2).

    


    4.8           Committee
Discretion to Adjust Awards. At any time prior to the time the Committee
determines, pursuant to Section 5.1, the amount of shares of Common Stock that
are to be paid to any Participant in satisfaction of a Performance Share award
hereunder, the Committee shall have the authority to modify, amend, or adjust
the terms and conditions of such Performance Share award, the terms and
conditions of the corresponding Performance Goals, and/or the amount of Common
Stock payable, provided, however, such authority to modify, amend or adjust the
terms and conditions of such Performance Share award shall be exercised to
reduce an award only in unusual circumstances not anticipated in the original
design of the Plan including, but not limited to non-recurring events or changes
in the tax law or accounting rules. However, the Committee shall have no
authority to increase directly or indirectly or to otherwise adjust upwards the
amount of Common Stock payable to a Covered Employee with respect to a
particular Performance Share award or to take any other action to the extent
that such action or the Committee's ability to take such action would cause any
payment under the Plan to any Covered Employee to fail to qualify as
“performance-based compensation" within the meaning of Code Section 162(m)(4)
and the Treasury Regulations issued thereunder.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              V

            	
              PAYMENT

            


    

    


    5.1           Committee
Determination of Common Stock Payable. After a Performance Period has ended,
each Participant who has been awarded Performance Shares and satisfied the
Performance Goals with respect to such Performance Period shall be entitled to
receive a specified number of shares of Common Stock as determined by the
Committee which shall meet within thirty days after the end of the Performance
Period in order to make such determination. The Committee shall determine the
extent to which the Performance Goals set pursuant to Section 4.4 have been met
(as Pro-rated in accordance with Section 5.3, if applicable). With respect to
Performance Shares awarded to Covered Employees, no payment of Common Stock
shall be made hereunder prior to written certification by the Committee that the
applicable Performance Goal or Goals have been satisfied to a particular extent
for the Performance Period, and no Common Stock shall be payable unless a
preestablished minimum level of achievement of the Performance Goals has been
met. The date on which the Committee determines the number of shares of Common
Stock payable to a Participant shall be the date on which such Participant will
become the owner of such shares, regardless of when the underlying stock
certificate or certificates are actually delivered to such Participant, and such
Participant will enjoy all rights of ownership of such shares of Common Stock as
of that date including the right to vote and receive dividends (the "Ownership
Date").

    


    5.2           Timing and Form of
Payment.

    


    (a)           Shares
of Common Stock payable to Participants pursuant to Section 5.1 shall be
distributed two years (or such other period as has been specified by the
Committee at the time the Performance Goals were determined with respect to such
Shares) following the end of the Performance Period, provided the Participant is
then in the employ of the Company and on such date the Participant will become
the owner of such shares, regardless of when the underlying stock certificate or
certificates are actually delivered to such Participant; if the Participant is
not then in the employ of the Company, such shares will be forfeited and be
available immediately for future awards of Performance Shares.

    


    (b)         
The Company shall have the right to deduct first from distributions hereunder
any federal, state, or local taxes required by law to be withheld with respect
to such distributions, and such additional amounts of withholding as are
reasonably requested by the Participant from sources available to the Company.
If such sources are insufficient to satisfy the withholding obligations, the
Company shall have the right to deduct amounts from the Common Stock
distributable to satisfy such withholding obligations.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    5.3           Distribution upon Termination of
Employment.

    


    (a)           Death.
If a Participant in the Plan dies while in the employ of the Company before the
end of an Eligibility Period for which Performance Shares have been granted to
him, such Participant's Beneficiary will be eligible for a Prorated portion of
the Performance Shares that would have otherwise been payable to the Participant
after the end of the applicable Performance Period without regard to subsection
5.2(a), but otherwise this distribution, if any is payable, will be made to the
Beneficiary in the same form as all other Participants under the Plan receive
their distributions with respect to that Performance Period. Additionally,
shares of Common Stock that were otherwise distributable except that the
two-year period described in subsection 5.2(a) had not been completed, shall be
distributed to the Beneficiary as soon as is practicable.

    


    (b)           Disability.
If a Participant in the Plan, upon becoming Disabled, terminates employment with
the Company before the end of an Eligibility Period for which Performance Shares
have been granted to him, the Participant will be eligible for a Pro-rated
portion of the Performance Shares that would have otherwise been payable to him
after the end of the applicable Performance Period without regard to subsection
5.2(a), but otherwise this distribution, if any is payable, will be made to the
Participant in the same form as all other Participants under the Plan receive
their distributions with respect to that Performance Period. Additionally,
shares of Common Stock that were otherwise distributable except that the
two-year period described in subsection 5.2(a) had not been completed, shall be
distributed to the Participant as soon as is practicable.

    


    (c)           Normal
Retirement. If a Participant in the Plan terminates employment upon attaining
Normal Retirement before the end of an Eligibility Period for which Performance
Shares have been granted to him, the Participant will be eligible for a
Pro-rated portion of the Performance Shares that would have otherwise been
payable to him after the end of the applicable Performance Period without regard
to subsection 5.2(a), but otherwise this distribution, if any is payable, will
be made to the Participant in the same form as all other Participants under the
Plan receive their distributions with respect to that Performance Period.
Additionally, shares of Common Stock that were otherwise distributable except
that the two-year period described in subsection 5.2(a) had not been completed,
shall be distributed to the Participant as soon as is practicable.

    


    (d)           Termination
of Employment Without Cause. If (i) the Company terminates a Participant's
employment other than for Cause, for any reason after a Change in Control or
(ii) the Participant terminates the Participant's employment at the request of
the Company, before the end of an Eligibility Period for which Performance
Shares have been granted to him, the Participant will be eligible for a
Pro-rated portion of the Performance Shares that would have otherwise been
payable to him after the end of the applicable Performance Period without regard
to subsection 5.2(a); provided, however, that calculations will be based on
performance figures that are no less than those contained in the budget of the
Company as of the date of such termination of employment, if such calculations
will result in a greater distribution to such Participant. This distribution, if
any is payable, will be made to the Participant in the same form as all other
Participants under the Plan receive their distributions with respect to that
Performance Period. Additionally, shares of Common Stock that were otherwise
distributable except that the two-year period described in subsection 5.2(a) had
not been completed, shall be distributed to the Participant as soon as is
practicable.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (e)           Termination
of Employment for Good Reason. If the Participant terminates the Participant's
employment for Good Reason, before the end of an Eligibility Period for which
Performance Shares have been granted to him, the Participant will be eligible
for a Pro-rated portion of the Performance Shares that would have otherwise been
payable to him after the end of the applicable Performance Period without regard
to subsection 5.2(a); provided, however, that calculations will be based on
performance figures that are no less than those contained in the budget of the
Company as of the date of such termination of employment, if such calculations
will result in a greater distribution to such Participant. This distribution, if
any is payable, will be made to the Participant in the same form as all other
Participants under the Plan receive their distributions with respect to that
Performance Period. Additionally, shares of Common Stock that were otherwise
distributable except that the two-year period described in subsection 5.2(a) had
not been completed, shall be distributed to the Participant as soon as is
practicable.

    


    (f)           Other
Termination of Employment. If, before the end of an Eligibility Period for which
Performance Shares have been granted to him, a Participant in the Plan incurs a
termination of employment for any reason other than those specified in
subsections (a)-(e) of this Section 5.3, whether voluntary or involuntary and a
Change of Control has not occurred, he shall forfeit all rights to receive any
distribution of Performance Shares with respect to such Eligibility
Period.

    


    5.4           Beneficiary
Designation. A Participant may designate a Beneficiary who is to receive, upon
his death, the distributions that otherwise would have been paid to him. All
designations shall be in writing and shall be effective only if and when
delivered to the Executive Vice President of Human Resources of the Company
during the lifetime of the Participant. If a Participant designates a
Beneficiary without providing in the designation that the Beneficiary must be
living at the time of each distribution, the designation shall vest in all of
the distribution whether payable before or after the Beneficiary's death, and
any distributions remaining upon the Beneficiary's death shall be made to the
Beneficiary's estate.

    


    A
Participant may from time to time during his lifetime change his Beneficiary by
a written instrument delivered to the Executive Vice President of Human
Resources of the Company. In the event a Participant shall not designate a
Beneficiary as aforesaid, or if for any reasons such designation shall be
ineffective, in whole or in part, the distribution that otherwise would have
been paid to such Participant shall be paid to his estate, and in such event the
term "Beneficiary"shall include his estate.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              VI

            	
              ADMINISTRATION

            


    

    


    6.1           Committee.
The Plan shall be administered by the Board of Directors, or such other
Committee of the Board of Directors, composed exclusively of not less than two
Non-Employee Directors, each of whom shall be appointed by and serve at the
pleasure of the Board of Directors. The Committee may designate person(s) who
are Company employees to oversee the day to day administration of the
Plan.

    


    6.2           General
Rights, Powers, and Duties of Committee. The Committee shall be responsible for
the management, operation, and administration of the Plan. Subject to the
limitations contained in Section 4.8 and to the remaining terms of the Plan, the
Committee shall, in addition to those provided elsewhere in the Plan, have the
following powers, rights, and duties:

    


    (a)           To
maintain records concerning the Plan sufficient to prepare reports, returns and
other information required by thePlan or by law;

    


    (b)           To
direct the payment of benefits under the Plan, and to give such other directions
and instructions as may be necessary for the proper administration of the Plan;
and

    


    (c)           To
be responsible for the preparation, filing and disclosure on behalf of the Plan
of such documents and reports as are required by any applicable federal or state
law.

    


    The
Committee shall also have the authority to adopt, alter, and repeal such
administrative rules, guidelines, and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any Notice of Award or other
agreement relating thereto), and to otherwise supervise the administration of
the Plan.

    


    Any
determination made by the Committee pursuant to the provisions of the Plan with
respect to any grants, payments, or other transactions under the Plan shall be
made in the sole discretion of the Committee at the time of the grant, payment,
or other transaction or, unless in contravention of any express term of the
Plan, at any time thereafter. All decisions made by the Committee pursuant to
the provisions of the Plan shall be final and binding on all persons, including
the Company and Plan Participants.

    


    6.3           Information
to be Furnished to Committee. Participants and their Beneficiaries shall furnish
to the Committee such evidence, data, or information and execute such documents
as the Committee requests.

    


    6.4           Responsibility
and Indemnification. No member of the Committee or of the Board of Directors or
any person who is designated to oversee the day to day administration of the
Plan (as provided in Section 6.1) shall be liable to any person for any action
taken or omitted in connection with the administration of this Plan unless
attributable to his own fraud or willful misconduct; nor shall the Company be
liable to any person for any such action unless attributable to fraud or willful
misconduct on the part of a director, officer, or employee of the Company within
the scope of his Company duties. Each member of the Committee shall be
indemnified and held harmless by the Company for any liability arising out of
the administration of the Plan, to the maximum extent permitted by
law.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              VII

            	
              AMENDMENT
      AND TERMINATION

            


    

    


    7.1           Amendment.
The Plan may be amended in whole or in part by the Company, by action of the
Board of Directors, at any time. The Committee reserves the unilateral right to
change any rule under the Plan if it deems such a change necessary to avoid the
application of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), to the Plan. No amendment shall be made without the approval of the
Company's stockholders to the extent such approval is required by law or by
agreement.

    


    7.2           Company's
Right to Terminate. The Company reserves the sole right to terminate the Plan,
by action of the Board of Directors, at any time.

    


    
      	
              VIII

            	
              MISCELLANEOUS

            


    

    


    8.1           To
Implied Rights; Rights on Termination of Service. Neither the establishment of
the Plan nor any amendment thereof shall be construed as giving any Participant,
Beneficiary, or any other person any legal or equitable right unless such right
shall be specifically provided for in the Plan or conferred by specific action
of the Committee in accordance with the terms and provisions of the Plan. Except
as expressly provided in this Plan, the Company shall not be required or be
liable to make any payment under the Plan.

    


    8.2           No
Right to Company Assets. Neither the Participant nor any other person shall
acquire, by reason of the Plan, any right in or title to any assets, funds or
property of the Company whatsoever including, without limiting the generality of
the foregoing, any specific funds, assets, or other property which the Company,
in its sole discretion, may set aside in anticipation of a liability hereunder.
Any benefits which become payable hereunder shall be paid from the general
assets of the Company. The Participant shall have only a contractual right to
the amounts, if any, payable hereunder unsecured by any asset of the Company.
Nothing contained in the Plan constitutes a guarantee by the Company that the
assets of the Company shall be sufficient to pay any benefit to any
person.

    


    8.3           No
Employment Rights. Nothing herein shall constitute a contract of employment or
of continuing service or in any manner obligate the Company to continue the
services of the Participant, shall obligate the Participant to continue in the
service of the Company, or shall serve as a limitation of the right of the
Company to discharge any of its employees, with or without cause. Nothing herein
shall be construed as fixing or regulating the compensation payable to the
Participant.

    


    8.4           Other
Benefits. No Common Stock paid under the Plan shall be considered compensation
for purposes of computing benefits under any "employee benefit plan" (as defined
in Section 3(3) of ERISA) of the Company nor affect any benefits or compensation
under any other benefit or compensation plan of the Company now or subsequently
in effect (except as provided to the contrary in such Company
plan).

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    8.5           Offset.
If, at the time payments are to be made hereunder, the Participant or the
Beneficiary or both are indebted or obligated to the Company, then the payments
under the Plan remaining to be made to the Participant or the Beneficiary or
both may, at the discretion of the Company, be reduced by the amount of such
indebtedness or obligation, provided, however, that an election by the Company
not to reduce any such payment or payments shall not constitute a waiver of its
claim for such indebtedness or obligation.

    


    8.6           Non-assignability.
Neither the Participant nor any other person shall have any voluntary or
involuntary right to commute, sell, assign, pledge, anticipate, mortgage, or
otherwise encumber, transfer, hypothecate, or convey in advance of actual
receipt the amounts, if any payable hereunder or any part thereof, which are
expressly declared to be unassignable and non-transferable. Except as otherwise
provided in Section 8.5, no part of the amounts payable prior to actual payment
shall be subject to seizure or sequestration for the payment of any debts,
judgments, alimony, or separate maintenance owed by the Participant or any other
person, or be transferable by operation of law in the event of the Participant's
or any other person's bankruptcy or insolvency.

    


    8.7           Notice.
Any notice required or permitted to be given under the Plan shall be sufficient
if in writing and hand delivered, sent by registered or certified mail, or sent
by facsimile to the Company at its principal office, directed to the attention
of the Committee c/o the Chief Financial Officer of the Company. Such notice
shall be deemed given as of the date of delivery or, if delivery is made by mail
or facsimile, as of the date shown on the postmark, facsimile, or the receipt
for registration or certification.

    


    8.8           Governing
Laws. The Plan and all awards made and actions taken under the Plan shall be
governed and construed according to the laws of the State of New York, without
regard to any applicable conflicts of laws.

    


    8.9           Gender
and Number. Where appropriate, references in this Plan to the masculine shall
include the feminine, and references to the singular shall include the
plural.

    


    8.10         Severability.
In the event any provision of the Plan shall be held legally invalid for any
reasons, 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.