exhibit_10f.htm


    
 

    
 

    EXHIBIT
10(f)

     

    


    The
Brink’s Company

    Richmond,
Virginia

    


    


    


    


    


    


    


    


    2005
Equity Incentive Plan

    as
Amended and Restated as of November 14, 2008

    


    


    


    


    


    


    


    


    


    


    


    


    


    


                                                                                                                                                                                                                                                                                                                                       

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    



    THE
BRINK’S COMPANY

     

    2005
EQUITY INCENTIVE PLAN

     

    (amended
and restated as of November 14, 2008)

     

    


       SECTION 1 .  Purpose.

     

    The
purpose of The Brink’s Company 2005 Equity Incentive Plan (amended and restated
as of November 14, 2008) is to act as the successor plan to The Brink’s Company
1988 Stock Option Plan and to encourage those individuals who are expected to
contribute significantly to the Company’s success to accept employment or
continue in the employ of the Company and its Subsidiaries, to enhance their
incentive to perform at the highest level, and, in general, to further the best
interests of the Company and its shareholders.

     

       SECTION 2 .  Definition.

     

       As used in the Plan, the
following terms shall have the meanings set forth below:

     

     (a) “Act” shall mean the Securities
Exchange Act of 1934, as amended.

     

    (b) “Affiliate” shall mean (i) any
entity that, directly or indirectly, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in either case as
determined by the Committee.

     

    (c) “Award” shall mean any Option,
Stock Appreciation Right, award of Restricted Stock, award of Performance Stock
or Other Stock-Based Award granted under the Plan.

     

    (d) “Award Agreement” shall mean
any written agreement, contract or other instrument or document evidencing any
Award granted under the Plan, which may, but need not, be executed or
acknowledged by a Participant.

     

    (e) “Beneficiary” shall mean a
person or persons entitled to receive payments or other benefits or exercise
rights that are available under the Plan in the event of the Participant’s
death.

     

    (f) “Board” shall mean the board of
directors of the Company.

     

    (g) “Change in Control” shall mean
the occurrence of:

     

            
(i) (A) any consolidation or merger of the Company in which the Company is not
the continuing or surviving corporation or pursuant to which the Shares would be
converted into cash, securities or other property other than a consolidation or
merger in which holders of the total voting power in the election of directors
of the Company of Shares outstanding (exclusive of shares held by the Company’s
Affiliates) (the “Total Voting
Power”) immediately prior to the


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    consolidation
or merger will have the same proportionate ownership of the total voting power
in the election of directors of the surviving corporation immediately after the
consolidation or merger, or (B) any sale, leases, exchange or other transfer (in
one transaction or a series of transactions) of all or substantially all the
assets of the Company; provided, however, that with
respect to Awards granted before November 16, 2007, a “Change in Control” shall
be deemed to occur upon the approval of the shareholders of the Company (or if
such approval is not required, the approval of the Board) of any of the
transactions set forth in clauses (A) or (B) above of this sup-paragraph
(i);

    


           (ii)
any “person” (as defined in Section 13(d) of the Act) other than the Company,
its Affiliates or an employee benefit plan or trust maintained by the Company or
its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under
the Act), directly or indirectly, of more than 20% of the Total Voting Power;
or

    


          
(iii) at any time during a period of two consecutive years, individuals who at
the beginning of such period constituted the Board ceasing for any reason to
constitute at least a majority thereof, unless the election by the Company's
shareholders of each new director during such two-year period was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such two-year period.

    


    (h) “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.

     

    (i) “Committee” shall mean the
Compensation and Benefits Committee of the Board or such other committee as may
be designated by the Board.

     

    (j) “Company” shall mean The
Brink’s Company.

     

    (k) “Executive Group” shall mean
every person who is expected by the Committee to be both (i) a “covered
employee” as defined in Section 162(m) of the Code as of the end of the taxable
year in which payment of the Award may be deducted by the Company, and (ii) the
recipient of compensation of more than $1,000,000 (as such number appearing in
Section 162(m) of the Code may be adjusted by any subsequent legislation) for
that taxable year.

     

    (l) “Fair Market Value” shall mean
with respect to Shares, the average of the high and low quoted sale prices of a
share of such common stock on the date in question (or, if there is no reported
sale on such date, on the last preceding date on which any reported sale
occurred) on the New York Stock Exchange Composite Transactions Tape or with
respect to any property other than Shares, the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Committee.

     


    
      
         


      

      
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    (m) “Incentive Stock Option” shall
mean an option representing the right to purchase Shares from the Company,
granted under and in accordance with the terms of Section 6,
that meets the requirements of Section 422 of the Code, or any successor
provision thereto.

     

    (n) “Non-Qualified Stock Option”
shall mean an option representing the right to purchase Shares from the Company,
granted under and in accordance with the terms of
Section
6, that is not an Incentive Stock
Option.

     

    (o) “Option” shall mean an
Incentive Stock Option or a Non-Qualified Stock Option.

     

    (p) “Other Stock-Based Award” shall
mean any right granted under Section
10.

     

    (q) “Participant” shall mean an
individual granted an Award under the Plan.

     

    (r) “Performance Stock” shall mean
any Share granted under Section 9.

     

    (s) “Plan” shall mean The Brink’s
Company 2005 Equity Incentive Plan (amended and restated as of November 16,
2007).

     

    (t) “Predecessor Plan” shall mean
The Brink’s Company 1988 Stock Option Plan.

     

    (u) “Restricted Stock” shall mean
any Share granted under Section 8.

     

    (v)  “SAR” or “Stock Appreciation Right”
shall mean any right
granted to a Participant pursuant to Section 7 to receive, upon exercise by the
Participant, the excess of (i) the Fair Market Value of one Share on the date of
exercise or at any time during a specified period before the date of exercise
over (ii) the grant price of the right on the date of grant, or if granted
in connection with an outstanding Option on the date of grant of the related
Option, as specified by the Committee in its sole discretion, which, except in
the case of Substitute Awards or in connection with an adjustment provided in
Section 5(d), shall not be less than the Fair Market Value of one Share on such
date of grant of the right or the related Option, as the case may
be.

     

    (w) “Shares” shall mean shares of
the common stock of the Company.

     

    (x) “Subsidiary” shall mean any
corporation of which stock representing at least 50% of the ordinary voting
power is owned, directly or indirectly, by the Company.

     


    
      
         


      

      
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    (y) “Substitute Awards” shall mean
Awards granted in assumption of, or in substitution for, outstanding awards
previously granted by a company acquired by the Company or with which the
Company combines.

    
       

              SECTION
3 .  Eligibility.

    

     

    (a) Any
individual who is employed by the Company or any Affiliate, including any
officer-director, shall be eligible to be selected to receive an Award under the
Plan.

     

    (b) Directors
who are not full-time or part-time officers are not eligible to receive Awards
hereunder.

     

    (c) Holders
of options and other types of Awards granted by a company acquired by the
Company or with which the Company combines are eligible for grant of Substitute
Awards hereunder.

     

            SECTION
4 .  Administration.

     

    (a) The Plan
shall be administered by the Committee.  The Committee shall be
appointed by the Board and shall consist of not less than three directors, each
of whom shall be independent, within the meaning of and to the extent required
by applicable rulings and interpretations of the New York Stock Exchange and the
Securities and Exchange Commission, and each of whom shall be a “Non-Employee
Director”, as defined from time to time for purposes of Section 16 of the Act
and the rules promulgated thereunder and shall satisfy the requirements for an
outside director pursuant to Section 162(m) of the Code, and any regulations
issued thereunder.  The Board may designate one or more directors as
alternate members of the Committee who may replace any absent or disqualified
member at any meeting of the Committee.  No member or alternate member
of the Committee shall be eligible, while a member or alternate member, for
participation in the Plan.  The Committee may issue rules and
regulations for administration of the Plan.  It shall meet at such
times and places as it may determine.

     

    (b) Subject
to the terms of the Plan and applicable law, the Committee shall have full power
and authority to: (i) designate Participants; (ii) determine the type or types
of Awards (including Substitute Awards) to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered by (or with respect
to which payments, rights, or other matters are to be calculated in connection
with) Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, or other Awards, or
canceled, forfeited or suspended, and the method or methods by which Awards may
be settled, exercised, canceled, forfeited or suspended; (vi) determine whether,
to what extent, and under what circumstances cash, Shares, other securities,
other Awards, and other amounts payable with respect to an Award

     


    
      
         


      

      
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    under the
Plan shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (i) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; (ii)
establish, amend, suspend or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (iii) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the
Plan.

     

    (c) All
decisions of the Committee shall be final, conclusive and binding upon all
parties, including the Company, the shareholders and the
Participants.

     

           
SECTION 5 .  Shares
Available for Awards.

     

    (a) Subject
to adjustment as provided below, the number of Shares available for issuance
under the Plan as of November 14, 2008, including shares issued as of November
14, 2008, shall be 6,288,887 Shares.  Any Shares covered by an Award
other than Options and SARs shall be counted against this limit as 2 Shares for
every one Share covered by the Award.  In addition, each SAR shall be
counted against this limit as one Share, regardless of whether a Share is used
to settle the SAR upon exercise.  Notwithstanding the foregoing and
subject to adjustment as provided in Section 5(d),
no Participant may receive Options and SARs under the Plan in any calendar year
that relate to more than 400,000 Shares.

     

    (b) If, after
the effective date of the Plan, any Shares covered by an Award other than a
Substitute Award, or to which such an Award relates, are forfeited, or if such
an Award otherwise terminates without the delivery of Shares or of other
consideration, then the Shares covered by such Award, or to which such Award
relates, to the extent of any such forfeiture or termination, shall again be, or
shall become, available for issuance under the Plan.  For purposes of
this Section 5(b), awards under the Predecessor Plan shall be considered
Awards.

     

    (c) Any
Shares delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or Shares acquired by the Company.

     

    (d) In the
event that the Committee shall determine that any dividend or other distribution
(whether in the form of cash, Shares or other securities), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar corporate
transaction or event affects the Shares such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and type of Shares (or other securities) which thereafter
may be made the subject of Awards, including the aggregate and individual
limits

     


    
      
         


      

      
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    specified
in Section 5(a) and Section 9(d), (ii) the number
and type of Shares (or other securities) subject to outstanding Awards, and
(iii) the grant, purchase, or exercise price with respect to any Award or, if
deemed appropriate, make provision for a cash payment to the holder of an
outstanding Award; provided,
however, that the number of Shares subject to any Award denominated in
Shares shall always be a whole number.

     

    (e) Shares
underlying Substitute Awards shall not reduce the number of Shares remaining
available for issuance under the Plan.

     

           
SECTION 6 .  Options.

     

    The
Committee is hereby authorized to grant Options to Participants with the
following terms and conditions and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the Committee
shall determine:

     

    (a) The
purchase price per Share under an Option shall be determined by the Committee;
provided, however, that, except in the
case of Substitute Awards, such purchase price shall not be less than the Fair
Market Value of a Share on the date of grant of such Option.

     

    (b) The term
of each Option shall be fixed by the Committee but shall not exceed 6 years from
the date of grant thereof.

     

    (c) The
Committee shall determine the time or times at which an Option may be exercised
in whole or in part;
provided, however, that, except in the
event of a Change in Control, an Option shall not be exercisable before the
expiration of one year from the date the Option is granted.

     

    (d) The
Committee shall determine the method or methods by which, and the form or forms,
including, without limitation, cash, Shares, other Awards, or any combination
thereof, having a Fair Market Value on the exercise date equal to the relevant
exercise price, in which, payment of the exercise price with respect thereto may
be made or deemed to have been made.

     

    (e) The terms
of any Incentive Stock Option granted under the Plan shall comply in all
respects with the provisions of Section 422 of the Code, or any successor
provision thereto, and any regulations promulgated thereunder.

     

    (f) Options
shall not be granted under the Plan in consideration for and shall not be
conditioned upon the delivery of Shares to the Company in payment of the
exercise price and/or tax withholding obligation under any other employee stock
option.

     

    (g) Section
11 sets forth certain additional provisions that shall apply to
Options.

     


    
      
         


      

      
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    SECTION 7 .  Stock Appreciation Rights.

     

    (a) The
Committee is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with
terms and conditions as the Committee shall determine not inconsistent with the
provisions of the Plan.

     

    (b) SARs may
be granted hereunder to Participants either alone (“freestanding”) or in addition
to other Awards granted under the Plan (“tandem”) and may, but need
not, relate to a specific Option granted under Section 6.

     

    (c) Any
tandem SAR related to an Option may be granted at the same time such Option is
granted or at any time thereafter before exercise or expiration of such
Option.  In the case of any tandem SAR related to any Option, the SAR
or applicable portion thereof shall not be exercisable until the related Option
or applicable portion thereof is exercisable and shall terminate and no longer
be exercisable upon the termination or exercise of the related Option, except
that a SAR granted with respect to less than the full number of Shares covered
by a related Option shall not be reduced until the exercise or termination of
the related Option exceeds the number of Shares not covered by the
SAR.  Any Option related to any tandem SAR shall no longer be
exercisable to the extent the related SAR has been exercised.

     

    (d) A
freestanding SAR shall not have a term of greater than 6 years or, unless it is
a Substitute Award, an exercise price less than 100% of Fair Market Value of the
Share on the date of grant and, except in the event of a Change in Control,
shall not be exercisable before the expiration of one year from the date the SAR
is granted.

     

    (e) Section
11 sets forth certain additional provisions that shall apply to
SARs.

     

           
SECTION 8 .  Restricted
Stock.

     

    (a) The
Committee is hereby authorized to grant Awards of Restricted Stock to
Participants.

     

    (b) Shares of
Restricted Stock shall be subject to such restrictions as the Committee may
impose (including, without limitation, any limitation on the right to vote a
Share of Restricted Stock or the right to receive any dividend or other right),
which restrictions may lapse separately or in combination at such time or times,
in such installments or otherwise, as the Committee may deem appropriate; provided, however, that
subject to Section 12(g), Restricted Stock shall have a vesting period of not
less than one year.

     

    (c) Any Share
of Restricted Stock granted under the Plan may be evidenced in such manner as
the Committee may deem appropriate including, without limitation, book-entry
registration or issuance of a stock certificate or

     


    
      
         


      

      
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    certificates.  In
the event any stock certificate is issued in respect of Shares of Restricted
Stock granted under the Plan, such certificate shall be registered in the name
of the Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock.

     

    (d) The
Committee may in its discretion, when it finds that a waiver would be in the
best interests of the Company, waive in whole or in part any or all restrictions
with respect to Shares of Restricted Stock; provided, that the Committee
may not waive the restriction in the proviso of Section 8(b).

     

    (e) Section
11 sets forth certain additional provisions that shall apply to Restricted
Stock.

     

            SECTION 9 .  Performance
Stock.

     

    (a) The
Committee is hereby authorized to grant Awards of Performance Stock to
Participants.

     

    (b) Subject
to the terms of the Plan, Shares of Performance Stock shall be subject to such
restrictions as the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Performance Stock or the right to
receive any dividend or other right), which restrictions may lapse, in whole or
in part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish.  Subject to the terms of the
Plan, the performance goals to be achieved during any performance period, the
length of any performance period, the number of Shares subject to any Award of
Performance Stock granted and subsequently released to a Participant shall be
determined by the Committee; provided, however, that subject to
Section 12(g), the performance period relating to any Award of Performance Stock
shall be at least one year.

     

    (c) Any Share
of Performance Stock granted under the Plan may be evidenced in such manner as
the Committee may deem appropriate including, without limitation, book-entry
registration or issuance of a stock certificate or certificates.  In
the event any stock certificate is issued in respect of Shares of Performance
Stock granted under the Plan, such certificate shall be registered in the name
of the Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Performance Stock.

     

    (d) Every
Award of Performance Stock to a member of the Executive Group shall, if the
Committee intends that such Award should constitute “qualified performance-based
compensation” for purposes of Section 162(m) of the Code, include a
pre-established formula, such that payment, retention or vesting of the Award is
subject to the achievement during a performance period or periods, as determined
by the Committee, of a level or levels, as determined by the Committee, of one
or more performance measures with respect to the Company, any Subsidiary and/or
any business unit of the Company or any

     


    
      
         


      

      
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    Subsidiary,
including without limitation the following: (i) net income, (ii) operating
income, (iii) return on net assets, (iv) revenue growth, (v) total shareholder
return, (vi) earnings per share, (vii) return on equity, (viii) net revenue per
employee, (ix) market share, (x) return on capital and/or economic value added
(or equivalent metric), (xi) cash flow and/or free cash flow (before or after
dividends), or (xii) subscriber growth (on a gross or net basis); each as
determined in accordance with generally accepted accounting principles, where
applicable, as consistently applied by the Company and, if so determined by the
Committee prior to the release or forfeiture of the Shares of Performance Stock,
adjusted, to the extent permitted under Section 162(m) of the Code if the
Committee intends the Award of Performance Stock to continue to constitute
“qualified performance-based compensation” under Section 162(m) of the Code, to
omit the effects of extraordinary items, the gain or loss on the disposal of a
business segment, unusual or infrequently occurring events and transactions,
accruals for awards under the Plan and cumulative effects of changes in
accounting principles.  Performance measures may vary from Performance
Stock Award to Performance Stock Award and from Participant to Participant and
may be established on a stand-alone basis, in tandem or in the
alternative.  For any Award subject to any such pre-established
formula, the maximum number of Shares subject to any such Award granted in any
year shall be 400,000, subject to adjustment as provided in Section
5(d).  Notwithstanding any provision of the Plan to the contrary, the
Committee shall not be authorized to increase the number of Shares subject to
any Award to which this Section 9(d) applies upon
attainment of such pre-established formula.

     

    (e) Section
11 sets forth certain additional provisions that shall apply to Performance
Stock.

     

           
SECTION 10 .  Other
Stock-Based Awards.

     

    The
Committee is hereby authorized to grant to Participants such other Awards
(including, without limitation, rights to dividends and dividend equivalents)
that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares) as are deemed by the Committee to be
consistent with the purposes of the Plan.  Subject to the terms of the
Plan, the Committee shall determine the terms and conditions of such
Awards.  Shares or other securities delivered pursuant to a purchase
right granted under this Section 10 shall be purchased for such consideration,
which may be paid by such method or methods and in such form or forms,
including, without limitation, cash, Shares, other securities, other Awards, or
any combination thereof, as the Committee shall determine, the value of which
consideration, as established by the Committee, shall, except in the case of
Substitute Awards, not be less than the Fair Market Value of such Shares or
other securities as of the date such purchase right is granted.

     


    
      
         


      

      
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SECTION 11.  Effect of Termination of Employment on
Awards.

     

    Except as
otherwise provided by the Committee at the time an Option, SAR, Restricted
Stock, or Performance Stock is granted or in any amendment thereto, if a
Participant ceases to be employed by the Company or any Affiliate,
then:

     

    (a) with
respect to an Option or SAR:

     

                (i) subject
to Section 11(a)(ii), if termination is by reason of the Participant’s early,
normal or late retirement under the Company’s Pension-Retirement Plan or any
pension plan sponsored by the Company or a Subsidiary or by reason of the
Participant’s permanent and total disability, each Option or SAR held by the
Participant shall continue to remain outstanding and shall become or remain
exercisable and in full force and effect in accordance with its terms until the
expiration date of the Award;

     

                (ii) if
termination is by reason of the death of the Participant, or if the Participant
dies after retirement or permanent and total disability as referred to in
Section 11(a)(i), each Option or SAR held by the Participant shall become fully
exercisable at the time of the Participant’s death (or, if later, at the time of
the one year anniversary of the Option or SAR grant date) and may be exercised
by the Participant’s Beneficiary at any time within a period of three years
after death (but not after the expiration date of the Award);

     

                (iii) if
termination of employment is for any reason other than as provided in Section
11(a)(i) or (ii), the Participant may exercise each Option or SAR held by the
Participant within 90 days after such termination (but not after the expiration
date of such Award) to the extent such Award was exercisable pursuant to its
terms at the date of termination; provided, however, if the Participant
should die within 90 days after such termination, each Option or SAR held by the
Participant may be exercised by the Participant’s Beneficiary at any time within
a period of one year after death (but not after the expiration date of the
Award) to the extent such Award was exercisable pursuant to its terms at the
date of termination;

     

    (b) with
respect to Restricted Stock:

     

                (i) subject
to Section 11(b)(ii), if termination is by reason of the Participant’s early,
normal or late retirement under the Company’s Pension-Retirement Plan or any
pension plan sponsored by the Company or a Subsidiary or permanent and total
disability, each Restricted Stock Award held by the Participant shall continue
to remain outstanding and in

     


    
      
         


      

      
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    full
force and effect and any restrictions with respect to such Restricted Stock
Award shall lapse in accordance with the terms of the Award;

     

                (ii) if
termination is by reason of the Participant’s death, or if the Participant dies
after retirement or permanent and total disability as referred to in Section
11(b)(i), any and all restrictions with respect to each Restricted Stock Award
held by the Participant shall lapse at the time of the Participant’s death (or,
if later, at the time of the one year anniversary of the Restricted Stock Award
grant date);

     

                (iii) if
termination of employment is by reason other than as provided in Section
11(b)(i) or (b)(ii), any Restricted Stock Award held by the Participant that
remains subject to restrictions shall be canceled as of such termination of
employment and shall have no further force or effect;

     

    (c) with
respect to Performance Stock:

     

                (i) if
termination is by reason of the Participant’s early, normal or late retirement
under the Company’s Pension-Retirement Plan or any pension plan sponsored by the
Company or a Subsidiary or permanent and total disability, each Performance
Stock Award held by the Participant shall remain outstanding and in full force
and effect and any restrictions with respect to such Performance Stock Award
shall lapse in accordance with the terms of the Award regardless of whether the
Participant dies during such period;

     

                (ii) if
termination of employment occurs prior to the expiration of any performance
period applicable to a Performance Stock Award and such termination is by reason
of the Participant’s death, the Participant’s Beneficiary shall be entitled to
receive following the expiration of such performance period, a pro-rata portion
of the number of Shares subject to the Performance Stock Award with respect to
which the restrictions would have otherwise lapsed notwithstanding the
Participant’s death, determined based on the number of days in the performance
period that shall have elapsed prior to such termination and the remainder of
such Performance Stock Award shall be canceled; and

     

                (iii) if
termination of employment occurs prior to the expiration of any performance
period applicable to a Performance Stock Award and such termination is for any
reason other than as provided in Section 11(c)(i) or (ii), any Performance Stock
Award held by the Participant shall be canceled as of such termination of
employment and shall have no further force or effect.

     

       SECTION
12 .  General
Provisions Applicable to Awards.

     

             (a)
Awards shall be granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law.


    
      
         


      

      
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    (b) Awards
may, in the discretion of the Committee, be granted either alone or in addition
to or in tandem with any other Award or any award granted under any other plan
of the Company.  Awards granted in addition to or in tandem with other
Awards, or in addition to or in tandem with awards granted under any other plan
of the Company, may be granted either at the same time as or at a different time
from the grant of such other Awards or awards.

     

    (c) Subject
to the terms of the Plan, payments or transfers to be made by the Company upon
the grant, exercise or payment of an Award may be made in the form of cash,
Shares, other securities or other Awards, or any combination thereof, as
determined by the Committee in its discretion at the time of grant, and may be
made in a single payment or transfer, in installments, or on a deferred basis,
in each case in accordance with rules and procedures established by the
Committee.  Such rules and procedures may include, without limitation,
provisions for the payment or crediting of reasonable interest on installment or
deferred payments or the grant or crediting of dividend equivalents in respect
of installment or deferred payments.

     

    (d) No Award
and no right under any Award shall be assignable, alienable, saleable or
transferable by a Participant otherwise than by will or pursuant to Section
12(e).  Each Award, and each right under any Award, shall be
exercisable during the Participant’s lifetime only by the Participant or, if
permissible under applicable law, by the Participant’s guardian or legal
representative.  The provisions of this paragraph shall not apply to
any Award which has been fully exercised, earned or paid, as the case may be,
and shall not preclude forfeiture of an Award in accordance with the terms
thereof.

     

    (e) A
Participant may designate a Beneficiary or change a previous beneficiary
designation at such times prescribed by the Committee by using forms and
following procedures approved or accepted by the Committee for that
purpose.  If no Beneficiary designated by the Participant is eligible
to receive payments or other benefits or exercise rights that are available
under the Plan at the Participant’s death, the Beneficiary shall be the
Participant’s estate.

     

    (f) All
certificates for Shares or other securities delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares or other securities are
then listed, and any applicable Federal or state securities laws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

     

    
      (g) Unless
specifically provided to the contrary in any Award Agreement, upon a Change in
Control, all Awards shall become fully exercisable, shall vest and shall be
settled, as applicable, and any restrictions applicable to any Award shall
automatically lapse.  Notwithstanding the foregoing, upon a Change


    


    
      
         


      

      
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    in Control, Performance Stock Awards shall be considered to be
earned at their target level; any restrictions with respect to the target number
of Shares subject to a Performance Stock Award shall lapse and any remaining
Shares subject to such Performance Stock Award shall be cancelled and shall have
no further force or effect.

     

           
SECTION 13 .  Amendments
and Termination.

     

    (a) Except to
the extent prohibited by applicable law and unless otherwise expressly provided
in an Award Agreement or in the Plan, the Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no
such amendment, alteration, suspension, discontinuation or termination shall be
made without (i) shareholder approval if such approval is required by the
listing company rules of the New York Stock Exchange or (ii) the consent of the
affected Participant, if such action would adversely affect the rights of such
Participant under any outstanding Award, except to the extent any such
amendment, alteration, suspension, discontinuance or termination is made to
cause the Plan to comply with applicable law, stock exchange rules and
regulations or accounting or tax rules and
regulations.  Notwithstanding anything to the contrary herein, the
Committee may amend the Plan in such manner as may be necessary to enable the
Plan to achieve its stated purposes in any jurisdiction in a tax-efficient
manner and in compliance with local rules and regulations.

     

    (b) The
Committee may waive any conditions or rights under, amend any terms of, or
amend, alter, suspend, discontinue or terminate, any Award theretofore granted,
prospectively or retroactively, without the consent of any relevant Participant
or holder or beneficiary of an Award, provided, however, that no
such action shall impair the rights of any affected Participant or holder or
beneficiary under any Award theretofore granted under the Plan, except to the
extent any such action is made to cause the Plan to comply with applicable law,
stock exchange rules and regulations or accounting or tax rules and regulations;
and provided further
that, except as provided in Section 5(d), no such
action shall directly or indirectly, through cancellation and regrant or any
other method, reduce, or have the effect of reducing, the exercise price of any
Award established at the time of grant thereof and provided further, that the
Committee’s authority under this Section 13(b) is
limited in the case of Awards subject to Section
9(d), as set forth in Section
9(d).

     

    (c) Except as
noted in Section 9(d), the Committee shall be
authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of events (including, without limitation, the
events described in Section 5(d)) 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.

     


    
      
         


      

      
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    (d) The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

     

           
SECTION 14 .  Miscellaneous.

     

    (a) No
employee, Participant or other person shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
employees, Participants, or holders or beneficiaries of Awards under the
Plan.  The terms and conditions of Awards need not be the same with
respect to each recipient.

     

    (b) The
Company shall be authorized to withhold from any Award granted or any payment
due or transfer made under any Award or under the Plan or from any compensation
or other amount owing to a Participant the amount (in cash, Shares, other
securities or other Awards) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action (including, without limitation, providing for elective
payment of such amounts in cash or Shares by the Participant) as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.

     

    (c) Nothing
contained in the Plan shall prevent the Company from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific
cases.

     

    (d) The grant
of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or any
Affiliate.   Further, the Company or the applicable Affiliate may
at any time dismiss a Participant from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan or in
any Award Agreement or in any other agreement binding the
parties.  The receipt of any Award under the Plan is not intended to
confer any rights on the receiving Participant except as set forth in such
Award.

     

    (e) If any
provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction, or as to any person or Award, or
would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan
or the Award, such provision shall be stricken as to such jurisdiction, person
or Award, and the remainder of the Plan and any such Award shall remain in full
force and effect.

     


    
      
         


      

      
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    (f) Neither
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company and a
Participant or any other person.  To the extent that any person
acquires a right to receive payments from the Company pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

     

    (g) No
fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash or other securities shall
be paid or transferred in lieu of any fractional Shares, or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

     

            
SECTION 15 .  Effective
Date of the Plan.

     

            
The Plan shall be effective as of the date of its approval by the shareholders
of the Company.

     

            
SECTION 16 .  Term
of the Plan.

     

            
No Award shall be granted under the Plan after the date of the annual
shareholders meeting in the tenth year after the effective date of the
Plan.  However, unless otherwise expressly provided in the Plan or in
an applicable Award Agreement, any Award theretofore granted may extend beyond
such date, and the authority of the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall
extend beyond such date.

     

    



    
      
         


      

      
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