Filed by Bowne Pure Compliance





Exhibit 10.3




WOLVERINE WORLD WIDE, INC.




AMENDED AND RESTATED




1997 STOCK INCENTIVE PLAN




SECTION 1




Establishment of Plan; Purpose of Plan




1.1 Establishment of Plan. The Company hereby establishes the 1997 STOCK INCENTIVE
PLAN (the “Plan”) for its corporate, divisional and Subsidiary officers and other key employees.
The Plan permits the grant and award of Stock Options, Restricted Stock, and Stock Awards.



1.2 Purpose of Plan. The purpose of the Plan is to provide officers and key management
employees of the Company, its divisions and its Subsidiaries with an increased incentive to make
significant and extraordinary contributions to the long-term performance and growth of the Company
and its Subsidiaries, to join the interests of officers and key employees with the interests of the
Company’s stockholders through the opportunity for increased stock ownership and to attract and
retain officers and key employees of exceptional abilities. The Plan is further intended to provide
flexibility to the Company in structuring long-term incentive compensation to best promote the
foregoing objectives. Within that context, the Plan is intended to provide performance-based
compensation under Section 162 (m) of the Code and shall be interpreted, administered and amended
if necessary to achieve that purpose.



SECTION 2




Definitions




The following words have the following meanings unless a different meaning is plainly required
by the context:




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




2.2 “Board” means the Board of Directors of the Company.



2.3 “Change in Control” means (a) the failure of the Continuing Directors at any time to
constitute at least a majority of the members of the Board; (b) the acquisition by any Person other
than an Excluded Holder of beneficial ownership (within the meaning of Rule l3d-3 issued under the
Act) of 20% or more of the outstanding Common Stock or the combined voting power of the Company’s
outstanding securities entitled to vote generally in the election of directors; (c) the approval by
the stockholders of the Company of a reorganization, merger or consolidation, unless with or into a
Permitted Successor; or (d) the approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company or the sale or disposition of all
or substantially all of the assets of the Company other than to a Permitted Successor.




2.4 “Code” means the Internal Revenue Code of 1986, as amended.



2.5 “Committee” means the Compensation Committee of the Board or such other committee as the
Board shall designate to administer the Plan. The Committee shall consist of at least two members
of the Board and all of its members shall be “non-employee directors” as defined in Rule 16b-3
issued under the Act and “outside directors” as defined in the regulations issued under Section
162(m) of the Code.


 


 









 






2.6 “Common Stock” means the Common Stock of the Company, $1 par value.



2.7 “Company” means Wolverine World Wide, Inc., a Delaware corporation, and its successors and
assigns.



2.8 “Continuing Directors” mean the individuals constituting the Board as of the date this
Plan was adopted and any subsequent directors whose election or nomination for election by the
Company’s stockholders was approved by a vote of three-quarters (3/4) of the individuals who are
then Continuing Directors, but specifically excluding any individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as the term is used
in Rule 14a-1 I of Regulation 14A issued under the Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board.



2.9 “Employee Benefit Plan” means any plan or program established by the Company or a
Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.



2.10 “Excluded Holder” means (a) any Person who at the time this Plan was adopted was the
beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary
or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or
other securities pursuant to the terms of an Employee Benefit Plan.



2.11 “Incentive Award” means the award or grant of a Stock Option, Restricted Stock, or Stock
Award to a Participant pursuant to the Plan.



2.12 “Market Value” shall equal the closing market price of shares of Common Stock reported on
the New York Stock Exchange (or any successor exchange that is the primary stock exchange for
trading of Common Stock) on the date of grant, exercise or vesting, as applicable, or if the New
York Stock Exchange (or any such successor) is closed on that date, the last preceding date on
which the New York Stock Exchange (or any such successor) was open for trading and on which shares
of Common Stock were traded.



2.13 “Participant” means a corporate officer, divisional officer or any key employee of the
Company, its divisions or its Subsidiaries is granted an Incentive Award under the Plan.



2.14 “Permitted Successor” means a company which, immediately following the consummation of a
transaction specified in clauses (c) and (d) of the definition of “Change in Control” above,
satisfies each of the following criteria: (a) 50% or more of the outstanding common stock of the
company and the combined voting power of the outstanding securities of the company entitled to vote
generally in the election of directors (in each case determined
immediately following the consummation of the applicable transaction) is beneficially owned,
directly or indirectly, by all or substantially all of the Persons who were the beneficial owners
of the Company’s outstanding Common Stock and outstanding securities entitled to vote generally in
the election of directors (respectively) immediately prior to the applicable transaction; (b) no
Person other than an Excluded Holder beneficially owns, directly or indirectly, 20% or more of the
outstanding common stock of the company or the combined voting power of the outstanding securities
of the company entitled to vote generally in the election of directors (for these purposes the term
Excluded Holder shall include the company, any subsidiary of the company and any employee benefit
plan of the company or any such subsidiary or any trust holding common stock or other securities of
the company pursuant to the terms of any such employee benefit plan); and (c) at least a majority
of the board of directors is comprised of Continuing Directors.


 


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2.15 “Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.



2.16 “Restricted Period” means the period of time during which Restricted Stock awarded under
the Plan is subject to restrictions. The Restricted Period may differ among Participants and may
have different expiration dates with respect to shares of Common Stock covered by the same
Incentive Award.



2.17 “Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 of
the Plan.



2.18 “Retirement” means the voluntary termination of all employment by a Participant after the
Participant has attained 60 years of age, or such other age as shall be determined by the Committee
in its sole discretion or as otherwise may be set forth in the Incentive Award agreement or other
grant document with respect to a Participant and a particular Incentive Award.



2.19 “Stock Award” means an award of Common Stock awarded to a Participant pursuant to Section
7 of the Plan.



2.20 “Stock Option” means the right to purchase Common Stock at a stated price for a specified
period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option
within the meaning of Section 422(b) of the Code or a nonqualified stock option.



2.21 “Subsidiary” means any company or other entity of which 50% or more of the outstanding
voting stock or voting ownership interest is directly or indirectly owned or controlled by the
Company or by one or more Subsidiaries of the Company.



SECTION 3




Administration




3.1 Power and Authority. The Committee shall administer the Plan. The Committee may
delegate record keeping, calculation, payment and other ministerial administrative functions to
individuals designated by the Committee, who may be employees of the Company and its Subsidiaries.
Except as limited in this Plan or as may be necessary to assure that this Plan provides
performance-based compensation under Section 162(m) of the Code, the Committee shall have all of
the express and implied powers and duties set forth in this Plan, shall have full
power and authority to interpret the provisions of the Plan and Incentive Awards granted under the
Plan and shall have full power and authority to supervise the administration of the Plan and
Incentive Awards granted under the Plan and to make all other determinations considered necessary
or advisable for the administration of the Plan. All determinations, interpretations and selections
made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold
its meetings at such times and places as it deems advisable. Action may be taken by a written
instrument signed by a majority of the members of the Committee and any action so taken shall be
fully as effective as if it had been taken at a meeting duly called and held. The Committee shall
make such rules and regulations for the conduct of its business as it deems advisable.


 


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3.2 Grants or Awards to Participants. In accordance with and subject to the
provisions of the Plan, the Committee shall have the authority to determine all provisions of
Incentive Awards as the Committee may deem necessary or desirable and as are consistent with the
terms of the Plan, including, without limitation, the following: (a) the persons who shall be
selected as Participants; (b) the nature and, subject to the limitation set forth in Section 4.2 of
the Plan, extent of the Incentive Awards to be made to each Participant (including the number of
shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in
which an Incentive Award will vest or become exercisable and the form of payment for the Incentive
Award); (c) the time or times when Incentive Awards will be granted; (d) the duration of each
Incentive Award; and (e) the restrictions and other conditions to which payment or vesting of
Incentive Awards may be subject.



3.3 Amendments or Modifications of Awards. The Committee shall have the authority to
amend or modify the terms of any outstanding Incentive Award in any manner, provided that the
amended or modified terms are not prohibited by the Plan as then in effect and provided such
actions do not cause an Incentive Award not already subject to Section 409A of the Code to become
subject to Section 409A of the Code, unless the Committee expressly determines to make an Incentive
Award subject to Section 409A of the Code, including, without limitation, the authority to: (a)
modify the number of shares or other terms and conditions of an Incentive Award; provided that any
increase in the number of shares of an Incentive Award other than pursuant to Section 4.3 shall be
considered to be a new grant with respect to such additional shares for purposes of Section 409A of
the Code and such new grant shall be made at Market Value on the date of grant; (b) extend the term
of an Incentive Award to a date that is no later than the earlier of the latest date upon which the
Incentive Award could have expired by its terms under any circumstances or the 10th
anniversary of the date of grant (for purposes of clarity, as permitted under Section 409A of the
Code, if the term of a Stock Option is extended at a time when the Stock Option price equals or
exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead
will be treated as a modification of the Stock Option and a new Stock Option will be treated as
having been granted); (c) accelerate the exercisability or vesting or otherwise terminate any
restrictions relating to an Incentive Award; (d) accept the surrender of any outstanding Incentive
Award; and (e) to the extent not previously exercised or vested, authorize the grant of new
Incentive Awards in substitution for surrendered Incentive Awards; provided, however, that such new
grant of Incentive Awards will be considered to be a new grant for purposes of Section 409A of the
Code and such new grant shall be made at Market Value on the date of the new grant.



3.4 Indemnification of Committee Members. Neither any member or former member of the
Committee nor any individual to whom authority is or has been delegated shall be personally
responsible or liable for any act or omission in connection with the performance of powers or
duties or the exercise of discretion or judgment in the administration and implementation of the
Plan. Each person who is or shall have been a member of the Committee shall be indemnified and held
harmless by the Company from and against any cost, liability or expense imposed or incurred in
connection with such person’s or the Committee’s taking or failing to take any action under the
Plan. Each such person shall be justified in relying on information furnished in connection with
the Plan’s administration by any appropriate person or persons.


 


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SECTION 4




Shares Subject to the Plan




4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 of the Plan, a
maximum of 1,000,000 shares of Common Stock (not including any adjustments occurring before the
date of this amendment pursuant to Section 4.3) shall be available for Incentive Awards under the
Plan. Such shares shall be authorized and may be either unissued or treasury shares.



4.2 Limitation Upon Incentive Awards. No Participant shall be granted, during any
calendar year, Incentive Awards with respect to more than 25% of the total number of shares of
Common Stock available for Incentive Awards under the Plan set forth in Section 4.1 of the Plan,
subject to adjustment as provided in Section 4.3 of the Plan. The purpose of this Section 4.2 is to
ensure that the Plan provides performance-based compensation under Section 162(m) of the Code and
this Section 4.2 shall be interpreted, administered and amended if necessary to achieve that
purpose.



4.3 Adjustments. If the number of shares of Common Stock outstanding changes by
reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination,
exchange of shares or any other change in the corporate structure or shares of the Company, the
number and kind of securities subject to and reserved under the Plan, together with applicable
exercise prices, shall be appropriately adjusted. No fractional shares shall be issued pursuant to
the Plan and any fractional shares resulting from adjustments shall be eliminated from the
respective Incentive Awards. If an Incentive Award is canceled, surrendered, modified, exchanged
for a substitute Incentive Award or expires or terminates during the term of the Plan but prior to
the exercise or vesting of the Incentive Award in full, the shares subject to but not delivered
under such Incentive Award shall be available for other Incentive Awards. If shares subject to and
otherwise deliverable upon the exercise of an Incentive Award are surrendered to the Company in
connection with the exercise or vesting of an Incentive Award, the surrendered shares subject to
the Incentive Award shall be available for other Incentive Awards.



SECTION 5




Stock Options




5.1 Grant. A Participant may be granted one or more Stock Options under the Plan. The
Committee, in its discretion and except as otherwise limited by the Plan, may provide in the
initial grant of a Stock Option for the subsequent automatic grant of additional Stock Options for
the number of shares, if any, that are subject to the initial Stock Option and surrendered to the
Company in connection with the exercise of the initial or any subsequently granted Stock Option.
Stock Options shall be subject to such terms and conditions, consistent with the other provisions
of the Plan, as may be determined by the Committee in its sole discretion. In addition, the
Committee may vary, among Participants and among Stock Options granted to the same Participant, any
and all of the terms and conditions of the Stock Options granted under the Plan. The Committee
shall have complete discretion in determining the number of Stock Options granted to each
Participant. The Committee may designate whether or not a Stock Option is to be considered an
incentive stock option as defined in Section 422(b) of the Code.


 


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5.2 Stock Option Agreements. Stock Options shall be evidenced by stock option
agreements containing such terms and conditions, consistent with the provisions of the Plan, as the
Committee shall from time to time determine. To the extent not covered by the stock option
agreement, the terms and conditions of this Section 5 shall govern.



5.3 Stock Option Price. The per share Stock Option price shall be determined by the
Committee; provided, that the per share Stock Option price shall be equal to or greater than 100%
of the Market Value on the date of grant.



5.4 Medium and Time of Payment. The exercise price for each share purchased pursuant
to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents, in
shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or
other consideration substantially equivalent to cash. To the extent any such amendment would not
cause a Stock Option to become subject to Section 409A of the Code, unless the Committee expressly
determines to make a Stock Option subject to Section 409A of the Code, the time and terms of
payment may be amended with the consent of a Participant before or after exercise of a Stock
Option. The Committee may from time to time authorize payment of all or a portion of the Stock
Option price in the form of a promissory note or other deferred payment installments according to
such terms as the Committee may approve. The Board may restrict or suspend the power of the
Committee to permit such loans and may require that adequate security be provided.



5.5 Stock Options Granted to Ten Percent Stockholders. No Stock Option granted to any
Participant who at the time of such grant owns, together with stock attributed to such Participant
under Section 424(d) of the Code, more than 10% of the total combined voting power of all classes
of stock of the Company or any of its Subsidiaries may be designated as an incentive stock option,
unless such Stock Option provides an exercise price equal to at least 110% of the Market Value of
the Common Stock and the exercise of the Stock Option after the expiration of 5 years from the date
of grant of the Stock Option is prohibited by its terms.



5.6 Limits on Exercisability. Stock Options shall be exercisable for such periods,
not to exceed 10 years from the date of grant, as may be fixed by the Committee. At the time of the
exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must
represent to the Company that the shares are being acquired for investment and not with a view to
the distribution thereof. The Committee may in its discretion require a Participant to continue
the Participant’s service with the Company and its Subsidiaries for a certain length of time prior
to a Stock Option becoming exercisable and may eliminate such delayed vesting provisions.




5.7 Restrictions on Transferability.




(a) General. Unless the Committee otherwise consents (before or after the
option grant) or unless the stock option agreement or grant provides otherwise; (i) no
incentive stock option granted under the Plan may be sold, exchanged, transferred, pledged,
assigned or otherwise alienated or hypothecated except by will or the laws of descent and
distribution; and (ii) all Stock Options that are not incentive stock options may be
transferred; provided, that as a condition to any such transfer the transferee must execute
a written agreement permitting the Company to withhold from the shares subject to the Stock
Option a number of shares having a Market Value at least equal to the amount of any federal,
state or local withholding or other taxes associated with or resulting from the exercise of
a Stock Option. All provisions of a Stock Option which are determined with reference to the
Participant, including without limitation those which refer to the Participant’s employment
with the Company or its Subsidiaries, shall continue to be determined with reference to the
Participant after any transfer of a Stock Option.


 


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(b) Other Restrictions. The Committee may impose other restrictions on any
 shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as
the Committee deems advisable, including, without limitation, restrictions under applicable
federal or state securities laws.




5.8 Termination of Employment or Officer Status.




(a) General. If a Participant ceases to be employed by or an officer of the
Company or one of its Subsidiaries for any reason other than the Participant’s death,
disability, Retirement or termination for cause, the Participant may exercise his or her
Stock Options only for a period of 3 months after such termination of employment or officer
status, but only to the extent the Participant was entitled to exercise the Stock Options on
the date of termination, unless the Committee otherwise consents or the terms of the stock
option agreement or grant provide otherwise. For purposes of the Plan, the following shall
not be deemed a termination of employment or officer status: (i) a transfer of an employee
from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by
the Company, for military service or for any other purpose approved by the Company if the
period of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days,
duly authorized in writing by the Company, provided that the employee’s right to
reemployment is guaranteed either by statute or contract; or (iv) a termination of
employment with continued service as an officer.




(b) Death. If a Participant dies either while an employee or officer of the
Company or one of its Subsidiaries or after the termination of employment other than for
cause but during the time when the Participant could have exercised a Stock Option under the
Plan, the Stock Option issued to such Participant shall be exercisable by the personal
representative of such Participant or other successor to the interest of the Participant for
1 year after the Participant’s death, but only to the extent that the Participant was
entitled to exercise the Stock Option on the date of death or termination
of employment, whichever first occurred, unless the Committee otherwise consents or the
terms of the stock option agreement or grant provide otherwise.




(c) Disability. If a Participant ceases to be an employee or officer of the
Company or one of its Subsidiaries due to the Participant’s disability, the Participant may
exercise a Stock Option for a period of 1 year following such termination of employment, but
only to the extent that the Participant was entitled to exercise the Stock Option on the
date of such event, unless the Committee otherwise consents or the terms of the stock option
agreement or grant provide otherwise.




(d) Participant Retirement. If a Participant Retires as an employee or officer
of the Company or one of its Subsidiaries, any Stock Option granted under the Plan may be
exercised during the remaining term of the Stock Option, unless the terms of the stock
option agreement or grant provide otherwise.





(e) Termination for Cause. If a Participant is terminated for cause, the
Participant shall have no further right to exercise any Stock Option previously granted,
unless the Committee and the Board determine otherwise.


 


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SECTION 6




Restricted Stock




6.1 Grant. A Participant may be granted Restricted Stock under the Plan. Restricted
Stock shall be subject to such terms and conditions, consistent with the other provisions of the
Plan, as shall be determined by the Committee in its sole discretion. The Committee may impose such
restrictions or conditions, consistent with the provisions of the Plan, to the vesting of
Restricted Stock as it deems appropriate. The Committee may also require that certificates
representing shares of Restricted Stock be retained and held in escrow by a designated employee or
agent of the Company or any Subsidiary until any restrictions applicable to shares of Common Stock
so retained have been satisfied or lapsed.



6.2 Restricted Stock Agreements. Awards of Restricted Stock shall be evidenced by
restricted stock agreements containing such terms and conditions, consistent with the provisions of
the Plan, as the Committee shall from time to time determine. Unless a restricted stock agreement
provides otherwise, Restricted Stock awards shall be subject to the terms and conditions set forth
in this Section 6.




6.3 Termination of Employment or Officer Status.




(a) General. In the event of termination of employment or officer status
during the Restricted Period for any reason other than death, disability, Retirement or
termination for cause, then any shares of Restricted Stock still subject to restrictions at
the date of such termination shall automatically be forfeited and returned to the Company;
provided, that in the event of a voluntary or involuntary termination of the employment or
officer status of a Participant by the Company, the Committee may, in its sole discretion,
waive the automatic forfeiture of any or all such shares of Restricted Stock and/or may add
such new restrictions to such shares of Restricted Stock as it deems appropriate. For
purposes of the Plan, the following shall not be considered a termination of employment or
officer status: (i) a transfer of an employee from the
Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the
Company, for military service or for any other purpose approved by the Company if the period
of such leave does not exceed 90 days; (iii) a leave of absence in excess of 90 days duly
authorized in writing by the Company, provided that the employee’s right to reemployment is
guaranteed either by statute or contract; and (iv) a termination of employment with
continued service as an officer.




(b) Death, Retirement or Disability. Unless the Committee otherwise consents
or unless the terms of the restricted stock agreement or grant provide otherwise, in the
event a Participant terminates his or her employment with the Company because of death,
disability or Retirement during the Restricted Period, the restrictions applicable to the
 shares of Restricted Stock shall terminate automatically with respect to that number of
 shares (rounded to the nearest whole number) equal to the total number of shares of
Restricted Stock granted to such Participant multiplied by the number of full months that
have elapsed since the date of grant divided by the total number of full months in the
Restricted Period. All remaining shares shall be forfeited and returned to the Company;
provided, that the Committee may, in its sole discretion, waive the restrictions remaining
on any or all such remaining shares of Restricted Stock either before or after the death,
disability or Retirement of the Participant.


 


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(c) Termination for Cause. If a Participant’s employment is terminated for
cause, the Participant shall have no further right to exercise or receive any Restricted
Stock and all Restricted Stock still subject to restrictions at the date of such termination
shall automatically be forfeited and returned to the Company, unless the Committee and the
Board determine otherwise.




6.4 Restrictions on Transferability.




(a) General. Unless the Committee otherwise consents or unless the terms of
the Restricted Stock agreement or grant provide otherwise: (i) shares of Restricted Stock
shall not be sold, exchanged, transferred, pledged, assigned or otherwise alienated or
hypothecated during the Restricted Period except by will or the laws of descent and
distribution; and (ii) all rights with respect to Restricted Stock granted to a Participant
under the Plan shall be exercisable during the Participant’s lifetime only by such
Participant, his or her guardian or legal representative.




(b) Other Restrictions. The Committee may impose other restrictions on any
 shares of Common Stock acquired pursuant to an award of Restricted Stock under the Plan as
the Committee deems advisable, including, without limitation, restrictions under applicable
federal or state securities laws.



6.5 Legending of Restricted Stock. Any certificates evidencing shares of Restricted
Stock awarded pursuant to the Plan shall bear the following legend:



The shares represented by this certificate were issued subject to certain restrictions under
the Wolverine World Wide, Inc. 1997 Stock Incentive Plan (the “Plan”). A copy of the Plan is on
file in the office of the Secretary of the Company. This certificate is held subject to the terms
and conditions contained in a restricted stock agreement that includes a prohibition against the
sale or transfer of the stock represented by this certificate except in compliance with that
agreement and that provides for forfeiture upon certain events.



6.6 Representations and Warranties. A Participant who is awarded Restricted Stock
shall represent and warrant that the Participant is acquiring the Restricted Stock for the
Participant’s own account and investment and without any intention to resell or redistribute the
Restricted Stock. The Participant shall agree not to resell or distribute such Restricted Stock
after the Restricted Period except upon such conditions as the Company may reasonably specify to
ensure compliance with federal and state securities laws.



6.7 Rights as a Stockholder. A Participant shall have all voting, dividend,
liquidation and other rights with respect to Restricted Stock held of record by such Participant as
if the Participant held unrestricted Common Stock; provided, that the unvested portion of any award
of Restricted Stock shall be subject to any restrictions on transferability or risks of forfeiture
imposed pursuant to Sections 6.1, 6.3 and 6.4 of the Plan. Unless the Committee otherwise
determines or unless the terms of the restricted stock agreement or grant provide otherwise, any
noncash dividends or distributions paid with respect to shares of unvested Restricted Stock shall
be subject to the same restrictions as the shares to which such dividends or distributions relate.
Any dividend payment with respect to Restricted Stock shall be made no later than the end of the
calendar year in which the dividends are paid to stockholders, or, if later, the 15th
day of the third month following the date the dividends are paid to stockholders.


 


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SECTION 7




Stock Awards




7.1 Grant. A Participant may be granted one or more Stock Awards under the Plan in
lieu of, or as payment for, the rights of a Participant under any other compensation plan, policy
or program of the Company or its Subsidiaries. Stock Awards shall be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be determined by the Committee
in its sole discretion. Notwithstanding the previous sentence, the shares of stock subject to
Stock Awards shall be issued no later than the 15th day of the third month after the end
of the calendar year in which the award is granted.



7.2 Rights as a Stockholder. A Participant shall have all voting, dividend,
liquidation and other rights with respect to shares of Common Stock issued to the Participant as a
Stock Award under this Section 7 upon the Participant becoming the holder of record of the Common
Stock granted pursuant to such Stock Awards; provided, that the Committee may impose such
restrictions on the assignment or transfer of Common Stock awarded pursuant to a Stock Award as it
deems appropriate. Any dividend payment with respect to Stock Awards shall be made no later than
the end of the calendar year in which the dividends are paid to stockholders, or, if later, the
15th day of the third month following the date the dividends are paid to stockholders.



SECTION 8




Change in Control




8.1 Acceleration of Vesting. If a Change in Control of the Company shall occur, then,
unless the Committee or the Board otherwise determines with respect to one or more Incentive
Awards, without action by the Committee or the Board: (a) all outstanding Stock Options shall
become immediately exercisable in full and shall remain exercisable during the
remaining term thereof, regardless of whether the Participants to whom such Stock Options have been
granted remain in the employ or service of the Company or any Subsidiary; and (b) all other
outstanding Incentive Awards shall become immediately fully vested and exercisable and
nonforfeitable.



8.2 Cash Payment for Stock Options. If a Change in Control of the Company shall
occur, then the Committee, in its sole discretion, and without the consent of any Participant
affected thereby, may determine that some or all Participants holding outstanding Stock Options
shall receive, with respect to some or all of the shares of Common Stock subject to such Stock
Options, as of the effective date of any such Change in Control of the Company, cash in an amount
equal to the greater of the excess of (a) the highest sales price of the shares on the New York
Stock Exchange on the date immediately prior to the effective date of such Change in Control of the
Company or (b) the highest price per share actually paid in connection with any Change in Control
of the Company over the exercise price per share of such Stock Options.


 


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SECTION 9




General Provisions




9.1 No Rights to Awards. No Participant or other person shall have any claim to be
granted any Incentive Award under the Plan and there is no obligation of uniformity of treatment of
Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and
conditions of Incentive Awards of the same type and the determination of the Committee to grant a
waiver or modification of any Incentive Award and the terms and conditions thereof need not be the
same with respect to each Participant.



9.2 Withholding. The Company or a Subsidiary shall be entitled to: (a) withhold and
deduct from future wages of a Participant (or from other amounts that may be due and owing to a
Participant from the Company or a Subsidiary), or make other arrangements for the collection of,
all legally required amounts necessary to satisfy any and all federal, state, local and foreign
withholding and employment-related tax requirements attributable to an Incentive Award, including,
without limitation, the grant, exercise or vesting of, or payment of dividends with respect to, an
Incentive Award or a disqualifying disposition of Common Stock received upon exercise of an
incentive stock option; or (b) require a Participant promptly to remit the amount of such
withholding to the Company before taking any action with respect to an Incentive Award. Unless the
Committee determines otherwise, withholding may be satisfied by withholding Common Stock to be
received upon exercise or by delivery to the Company of previously owned Common Stock.



9.3 Compliance With Laws; Listing and Registration of Shares. All Incentive Awards
granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall
be subject to all applicable laws, rules and regulations, and to the requirement that if at any
time the Committee shall determine, in its discretion, that the listing, registration or
qualification of the shares covered thereby upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the grant of such Incentive Award or the issue
or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or
the restrictions on such Incentive Award shall not lapse, unless and until such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.



9.4 No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall
prevent the Company or any Subsidiary from adopting or continuing in effect other or additional
compensation arrangements, including the grant of stock options and other stock-based awards, and
such arrangements may be either generally applicable or applicable only in specific cases.



9.5 No Right to Employment. The grant of an Incentive Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The
Company or any Subsidiary 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
written agreement with a Participant.


 


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9.6 Governing Law. The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws of the State of
Delaware and applicable federal law.



9.7 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 provisions of
the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had
not been included.



SECTION 10




Termination and Amendment




The Board may terminate the Plan at any time, or may from time to time amend the Plan as it
deems proper and in the best interests of the Company, provided that no such amendment may impair
any outstanding Incentive Award without the consent of the Participant, except according to the
terms of the Plan or the Incentive Award, and provided further that the Plan may not be amended in
any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code,
unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code.
No termination, amendment or modification of the Plan shall become effective with respect to any
Incentive Award previously granted under the Plan without the prior written consent of the
Participant holding such Incentive Award unless such amendment or modification operates solely to
the benefit of the Participant.



SECTION 11




Effective Date and Duration of the Plan




This Plan shall take effect April 16, 1997, subject to approval by the stockholders at the
1997 Annual Meeting of Stockholders or any adjournment thereof or at a Special Meeting of
Stockholders. Unless earlier terminated by the Board of Directors, no Incentive Award shall be
granted under the Plan after April 15, 2007.



As amended October 9, 2008.




 


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