EX-10.1






GENUINE PARTS COMPANY

2015 INCENTIVE PLAN




	 	 	 
	ARTICLE 1

1.1
	 	PURPOSE

General

	ARTICLE 2

2.1
	 	DEFINITIONS

Definitions

	ARTICLE 3

3.1

3.2
	 	EFFECTIVE TERM OF PLAN

Effective Date

Term of Plan

	ARTICLE 4

4.1

4.2

4.3

4.4
	 	ADMINISTRATION

Committee

Actions and Interpretations by the Committee

Authority of Committee

Indemnification

	ARTICLE 5

5.1

5.2

5.3

5.4

5.5
	 	SHARES SUBJECT TO THE PLAN

Number of Shares

Share Counting

Stock Distributed

Limitation on Awards

Minimum Vesting Requirements

	ARTICLE 6

6.1
	 	ELIGIBILITY

General

	ARTICLE 7

7.1

7.2
	 	STOCK OPTIONS

General

Incentive Stock Options

	ARTICLE 8

8.1
	 	STOCK APPRECIATION RIGHTS

Grant of Stock Appreciation Rights

	ARTICLE 9

9.1

9.2

9.3

9.4

9.5
	 	RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS

Grant of Restricted Stock, Restricted Stock Units and Deferred Stock Units

Issuance and Restrictions

Dividends on Restricted Stock

Forfeiture

Delivery of Restricted Stock

	ARTICLE 10

10.1

10.2
	 	PERFORMANCE AWARDS

Grant of Performance Awards

Performance Goals

	ARTICLE 11

11.1

11.2

11.3

11.4

11.5

11.6

ARTICLE 12

12.1
	 	QUALIFIED STOCK-BASED AWARDS

Options and Stock Appreciation Rights

Other Awards

Performance Goals

Inclusions and Exclusions from Performance Criteria

Certification of Performance Goals

Award Limits

DIVIDEND EQUIVALENTS

Grant of Dividend Equivalents

	ARTICLE 13

13.1
	 	STOCK OR OTHER STOCK-BASED AWARDS

Grant of Stock or Other Stock-Based Awards

	ARTICLE 14

14.1

14.2

14.3

14.4

14.5

14.6

14.7

14.8

14.9

14.10
	 	PROVISIONS APPLICABLE TO AWARDS

Award Certificates

Form of Payment of Awards

Limits on Transfer

Beneficiaries

Stock Trading Restrictions

Acceleration upon Death or Disability

Effect of a Change in Control

Acceleration for Other Reasons

Forfeiture Events

Substitute Awards

	ARTICLE 15

15.1

15.2

15.3
	 	CHANGES IN CAPITAL STRUCTURE

Mandatory Adjustments

Discretionary Adjustments

General

	ARTICLE 16

16.1

16.2

16.3
	 	AMENDMENT, MODIFICATION AND TERMINATION

Amendment, Modification and Termination

Awards Previously Granted

Compliance Amendments

	ARTICLE 17

17.1

17.2

17.3

17.4

17.5

17.6

17.7

17.8

17.9

17.10

17.11

17.12

17.13
	 	GENERAL PROVISIONS

Rights of Participants

Withholding

Special Provisions Related to Section 409A of the Code

Unfunded Status of Awards

Relationship to Other Benefits

Expenses

Titles and Headings

Gender and Number

Fractional Shares

Government and Other Regulations

Governing Law

Severability

No Limitations on Rights of Company







GENUINE PARTS COMPANY

2015 INCENTIVE PLAN




ARTICLE 1

PURPOSE




1.1. GENERAL. The purpose of the Genuine Parts Company 2015 Incentive Plan (the
“Plan”) is to promote the success, and enhance the value, of Genuine Parts Company (the “Company”),
by linking the personal interests of employees, officers, directors and consultants of the Company
or any Affiliate (as defined below) to those of Company shareholders and by providing such persons
with an incentive for outstanding performance. The Plan is further intended to provide flexibility
to the Company in its ability to motivate, attract, and retain the services of employees, officers,
directors and consultants upon whose judgment, interest, and special effort the successful conduct
of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of
incentive awards from time to time to selected employees, officers, directors and consultants of
the Company and its Affiliates.



ARTICLE 2

DEFINITIONS




2.1. DEFINITIONS. When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or phrase shall
generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly
different meaning is required by the context. The following words and phrases shall have the
following meanings:




(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or
through one or more intermediaries controls, is controlled by or is under common control
with, the Company, as determined by the Committee.




(b) “Award” means an award of Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Deferred Stock Units, Performance Awards, Other Stock-Based Awards,
or any other right or interest relating to Stock or cash, granted to a Participant under the
Plan.




(c) “Award Certificate” means a written document, in such form as the Committee
prescribes from time to time, setting forth the terms and conditions of an Award. Award
Certificates may be in the form of individual award agreements or certificates or a program
document describing the terms and provisions of an Award or series of Awards under the Plan.
The Committee may provide for the use of electronic, internet or other non-paper Award
Certificates, and the use of electronic, internet or other non-paper means for the
acceptance thereof and actions thereunder by a Participant.




(d) “Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the
General Rules and Regulations under the 1934 Act.




(e) “Board” means the Board of Directors of the Company.




(f) “Cause” as a reason for a Participant’s termination of employment, unless otherwise
defined in the applicable Award Certificate, shall mean a determination by the Board that
Executive has committed or engaged in either (i) any act that constitutes, on the part of
the Participant, fraud, dishonesty, breach of fiduciary duty, misappropriation, embezzlement
or gross misfeasance of duty; (ii) willful disregard of published Company policies and
procedures or codes of ethics; or (iii) conduct by the Participant in his office with the
Company that is grossly inappropriate and demonstrably likely to lead to material injury to
the Company, as determined by the Board acting reasonably and in good faith; provided, that
in the case of (ii) or (iii) above, such conduct shall not constitute “Cause” unless the
Board shall have delivered to Executive notice setting forth with specificity (A) the
conduct deemed to qualify as “Cause”, (B) reasonable action, if any, that would remedy such
objection, and (C) a reasonable time (not less than 30 days) within which the Participant
may take such remedial action, and the Participant shall not have taken such specified
remedial action within the specified time.




(g) “Change in Control” means and includes the occurrence of any one of the following
events:




(i) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of
the combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Outstanding Company
Voting Securities”); provided, however, that for purposes of this subsection (i),
the following acquisitions shall not constitute a Change of Control: (A) any
acquisition by a Person who is on the Effective Date the beneficial owner of 20% or
more of the Outstanding Company Voting Securities, (B) any acquisition directly from
the Company, (C) any acquisition by the Company, (D) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (E) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection
(iii) of this definition; or




(ii) Individuals who, as of the Effective Date, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to the
Effective Date whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board; or




(iii) Consummation of a reorganization, merger, consolidation or share exchange
or sale or other disposition of all or substantially all of the assets of the
Company (a “Business Combination”), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than 60%
of the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Voting Securities, and (B) no Person (excluding
any corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of the
combined voting power of the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the Business Combination,
and (C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or




(iv) Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.




(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time. For
purposes of this Plan, references to sections of the Code shall be deemed to include
references to any applicable regulations thereunder and any successor or similar provision.




(i) “Committee” means the committee of the Board described in Article 4.




(j) “Company” means Genuine Parts Company, a Georgia corporation, or any successor
corporation.




(k) “Continuous Service” means the absence of any interruption or termination of
service as an employee, officer, consultant or director of the Company or any Affiliate, as
applicable; provided, however, that for purposes of an Incentive Stock
Option “Continuous Service” means the absence of any interruption or termination of service
as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to
applicable tax regulations. Continuous Service shall not be considered interrupted in the
following cases: (i) a Participant transfers employment between the Company and an Affiliate
or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior
to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s
employer from the Company or any Affiliate, or (iii) any leave of absence authorized in
writing by the Company prior to its commencement; provided, however, that
for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract. If
reemployment upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant
shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes
as a Nonstatutory Stock Option. Whether military, government or other service or other
leave of absence shall constitute a termination of Continuous Service shall be determined in
each case by the Committee at its discretion, and any determination by the Committee shall
be final and conclusive; provided, however, that for purposes of any Award
that is subject to Code Section 409A, the determination of a leave of absence must comply
with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section
1.409A-1(h).




(l) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3).




(m) “Deferred Stock Unit” means a right granted to a Participant under Article 9 to
receive Shares (or the equivalent value in cash or other property if the Committee so
provides) at a future time as determined by the Committee, or as determined by the
Participant within guidelines established by the Committee in the case of voluntary deferral
elections.




(n) “Disability” of a Participant means that the Participant (i) is unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three months under an accident and health
plan covering employees of the Participant’s employer. If the determination of Disability
relates to an Incentive Stock Option, Disability means Permanent and Total Disability as
defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of
whether a Participant is Disabled will be made by the Committee and may be supported by the
advice of a physician competent in the area to which such Disability relates.




(o) “Dividend Equivalent” means a right granted with respect to an Award pursuant to
Article 12.




(p) “Effective Date” has the meaning assigned such term in Section 3.1.




(q) “Eligible Participant” means an employee (including a leased employee), officer,
consultant or director of the Company or any Affiliate.




(r) “Exchange” means any national securities exchange on which the Stock may from time
to time be listed or traded.




(s) “Fair Market Value,” means the price of a share of Stock at any point in time as
reported by the New York Stock Exchange or as determined by such methods or procedures as
the Committee determines in good faith to be reasonable and in compliance with Code Section
409A.




(t) “Full-Value Award” means an Award other than in the form of an Option or SAR, and
which is settled by the issuance of Stock (or at the discretion of the Committee, settled in
cash valued by reference to Stock value).




(u) “Good Reason” (or a similar term denoting constructive termination) has the
meaning, if any, assigned such term in the employment, consulting, severance or similar
agreement, if any, between a Participant and the Company or an Affiliate; provided,
however, that if there is no such employment, consulting, severance or similar
agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given
such term in the applicable Award Certificate. If not defined in either such document, the
term “Good Reason” as used herein shall not apply to a particular Award.




(v) “Grant Date” of an Award means the first date on which all necessary corporate
action has been taken to approve the grant of the Award as provided in the Plan, or such
later date as is determined and specified as part of that authorization process. Notice of
the grant shall be provided to the grantee within a reasonable time after the Grant Date.




(w) “Incentive Stock Option” means an Option that is intended to be an incentive stock
option and meets the requirements of Section 422 of the Code or any successor provision
thereto.




(x) “Independent Directors” means those members of the Board of Directors who qualify
at any given time as (a) an “independent” director under the applicable rules of each
Exchange on which the Shares are listed, (b) a “non-employee” director under Rule 16b-3 of
the 1934 Act, and (c) an “outside” director under Section 162(m) of the Code.




(y) “Non-Employee Director” means a director of the Company who is not a common law
employee of the Company or an Affiliate.




(z) “Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.




(aa) “Option” means a right granted to a Participant under Article 7 of the Plan to
purchase Stock at a specified price during specified time periods. An Option may be either
an Incentive Stock Option or a Nonstatutory Stock Option.




(bb) “Other Stock-Based Award” means a right, granted to a Participant under Article
13, that relates to or is valued by reference to Stock or other Awards relating to Stock.




(cc) “Parent” means a corporation, limited liability company, partnership or other
entity which owns or beneficially owns a majority of the outstanding voting stock or voting
power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option,
Parent shall have the meaning set forth in Section 424(e) of the Code.




(dd) “Participant” means an Eligible Participant who has been granted an Award under
the Plan; provided that in the case of the death of a Participant, the term “Participant”
refers to a beneficiary designated pursuant to Section 14.4 or the legal guardian or other
legal representative acting in a fiduciary capacity on behalf of the Participant under
applicable state law and court supervision.




(ee) “Performance Award” means any award granted under the Plan pursuant to Article 10.




(ff) “Person” means any individual, entity or group, within the meaning of Section
3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.




(gg) “Plan” means the Genuine Parts Company 2015 Incentive Plan, as amended from time
to time.




(hh) “Prior Plan” means the Genuine Parts Company 2006 Incentive Plan, as amended from
time to time.




(ii) “Qualified Performance-Based Award” means an Award that is either (i) intended to
qualify for the Section 162(m) Exemption and is made subject to performance goals based on
Qualified Business Criteria as set forth in Section 11.2, or (ii) an Option or SAR having an
exercise price equal to or greater than the Fair Market Value of the underlying Stock as of
the Grant Date.




(jj) “Qualified Business Criteria” means one or more of the Business Criteria listed in
Section 11.2 upon which performance goals for certain Qualified Performance-Based Awards may
be established by the Committee.




(kk) “Restricted Stock” means Stock granted to a Participant under Article 9 that is
subject to certain restrictions and to risk of forfeiture.




(ll) “Restricted Stock Unit” means the right granted to a Participant under Article 9
to receive shares of Stock (or the equivalent value in cash or other property if the
Committee so provides) in the future, which right is subject to certain restrictions and to
risk of forfeiture.




(mm) “Retirement” means, unless otherwise provided in an Award Certificate or any
special Plan document or separate agreement with a Participant governing an Award, a
Participant’s voluntary termination of employment with the Company or an Affiliate after
attaining any normal retirement age specified in any pension, profit sharing or other
retirement program sponsored by the Company, or, in the event of the inapplicability thereof
with respect to the Participant in question, after attaining age 65 with at least five years
of service with the Company or its Affiliates.




(nn) “Section 162(m) Exemption” means the exemption from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code or any successor provision thereto.




(oo) “Shares” means shares of the Company’s Stock. If there has been an adjustment or
substitution with respect to the Shares (whether or not pursuant to Article 15), the term
“Shares” shall also include any shares of stock or other securities that are substituted for
Shares or into which Shares are adjusted.




(pp) “Stock” means the $1.00 par value common stock of the Company and such other
securities of the Company as may be substituted for Stock pursuant to Article 15.




(qq) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under
Article 8 to receive a payment equal to the difference between the Fair Market Value of a
Share as of the date of exercise of the SAR over the base price of the SAR, all as
determined pursuant to Article 8.




(rr) “Subsidiary” means any corporation, limited liability company, partnership or
other entity of which a majority of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company. Notwithstanding the above, with
respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section
424(f) of the Code.




(ss) “1933 Act” means the Securities Act of 1933, as amended from time to time.




(tt) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to
time.



ARTICLE 3

EFFECTIVE TERM OF PLAN




3.1. EFFECTIVE DATE. Subject to the approval of the Plan by the Company’s
shareholders within 12 months after the Plan’s adoption by the Board, the Plan will become
effective on the date that it is adopted by the Board (the “Effective Date”).



3.2. TERMINATION OF PLAN. Unless earlier terminated as provided herein, the Plan
shall continue in effect until the tenth anniversary of the Effective Date or, if the shareholders
approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth
anniversary of the date of such approval. The termination of the Plan on such date shall not
affect the validity of any Award outstanding on the date of termination, which shall continue to be
governed by the applicable terms and conditions of the Plan.



ARTICLE 4

ADMINISTRATION




4.1. COMMITTEE. The Plan shall be administered by a Committee appointed by the Board
(which Committee shall consist of at least two directors) or, at the discretion of the Board from
time to time, the Plan may be administered by the Board. It is intended that at least two of the
directors appointed to serve on the Committee shall be Independent Directors and that any such
members of the Committee who do not so qualify shall abstain from participating in any decision to
make or administer Awards that are made to Eligible Participants who at the time of consideration
for such Award (i) are persons subject to the short-swing profit rules of Section 16 of the 1934
Act, or (ii) are reasonably anticipated to become Covered Employees during the term of the Award.
However, the mere fact that a Committee member shall fail to qualify as an Independent Director or
shall fail to abstain from such action shall not invalidate any Award made by the Committee which
Award is otherwise validly made under the Plan. The members of the Committee shall be appointed
by, and may be changed at any time and from time to time in the discretion of, the Board. Unless
and until changed by the Board, the Compensation, Nominating and Governance Committee of the Board
is designated as the Committee to administer the Plan. The Board may reserve to itself any or all
of the authority and responsibility of the Committee under the Plan or may act as administrator of
the Plan for any and all purposes. To the extent the Board has reserved any authority and
responsibility or during any time that the Board is acting as administrator of the Plan, it shall
have all the powers and protections of the Committee hereunder, and any reference herein to the
Committee (other than in this Section 4.1) shall include the Board. To the extent any action of
the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board
shall control. Notwithstanding any of the foregoing, grants of Awards to Non-Employee Directors
under the Plan shall be made only in accordance with the terms, conditions and parameters of a
plan, program or policy for the compensation of Non-Employee Directors that is approved and
administered by a committee of the Board consisting solely of Independent Directors.



4.2. ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the
Plan, the Committee may from time to time adopt rules, regulations, guidelines and procedures for
carrying out the provisions and purposes of the Plan and make such other determinations, not
inconsistent with the Plan, as the Committee may deem appropriate. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent it deems necessary to carry out the intent of the Plan. The Committee’s
interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all
decisions and determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties and shall be given the maximum deference permitted by
applicable law. Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any officer or other employee of the
Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants,
Company counsel or any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan. No member of the Committee will be liable for
any good faith determination, act or omission in connection with the Plan or any Award.



4.3. AUTHORITY OF COMMITTEE. Except as provided in Section 4.1 hereof, the Committee
has the exclusive power, authority and discretion to:




	 	(a)	 	Grant Awards;






	 	(b)	 	Designate Participants;






(c) Determine the type or types of Awards to be granted to each Participant;




(d) Determine the number of Awards to be granted and the number of Shares or dollar
amount to which an Award will relate;




(e) Determine the terms and conditions of any Award granted under the Plan;




(f) Prescribe the form of each Award Certificate, which need not be identical for each
Participant;




(g) Decide all other matters that must be determined in connection with an Award;




(h) Establish, adopt or revise any rules, regulations, guidelines or procedures as it
may deem necessary or advisable to administer the Plan;




(i) Make all other decisions and determinations that may be required under the Plan or
as the Committee deems necessary or advisable to administer the Plan;




(j) Amend the Plan or any Award Certificate as provided herein; and




(k) Adopt such modifications, procedures, and subplans as may be necessary or desirable
to comply with provisions of the laws of the United States or any non-U.S. jurisdictions in
which the Company or any Affiliate may operate, in order to assure the viability of the
benefits of Awards granted to participants located in the United States or such other
jurisdictions and to further the objectives of the Plan.



Notwithstanding any of the foregoing, grants of Awards to Non-Employee Directors hereunder
shall (i) be subject to the applicable award limits set forth in Section 5.4 hereof, and (ii) be
made only in accordance with the terms, conditions and parameters of a plan, program or policy for
the compensation of Non-Employee Directors as in effect from time to time that is approved and
administered by a committee of the Board consisting solely of Independent Directors. The Committee
may not make other discretionary grants hereunder to Non-Employee Directors.



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



ARTICLE 5

SHARES SUBJECT TO THE PLAN




5.1. NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section
15.1, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted
under the Plan shall be 10,000,000, plus a number of additional Shares (not to exceed 500,000)
underlying awards outstanding as of the Effective Date under the Prior Plan that thereafter
terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. The maximum
number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan
shall be 10,000,000. From and after the Effective Date, no further awards shall be granted under
the Prior Plan and the Prior Plan shall remain in effect only so long as awards granted thereunder
shall remain outstanding.



5.2. SHARE COUNTING. Shares covered by an Award shall be subtracted from the Plan
share reserve as of the Grant Date, but shall be added back to the Plan share reserve or otherwise
treated in accordance with this Section 5.2.




(a) The full number of Shares subject to the Option shall count against the number of
Shares remaining available for issuance pursuant to Awards granted under the Plan, even if
the exercise price of an Option is satisfied through net-settlement or by delivering Shares
to the Company (by either actual delivery or attestation).




(b) Upon exercise of Stock Appreciation Rights that are settled in Shares, the full
number of Stock Appreciation Rights (rather than any lesser number based on the net number
of Shares actually delivered upon exercise) shall count against the number of Shares
remaining available for issuance pursuant to Awards granted under the Plan.




(c) Shares withheld from an Award to satisfy tax withholding requirements shall count
against the number of Shares remaining available for issuance pursuant to Awards granted
under the Plan, and Shares delivered by a participant to satisfy tax withholding
requirements shall not be added to the Plan share reserve.




(d) To the extent that an Award is canceled, terminates, expires, is forfeited or
lapses for any reason, any unissued or forfeited Shares subject to the Award will be added
back to the Plan share reserve and again be available for issuance pursuant to Awards
granted under the Plan.




(e) Shares subject to Awards settled in cash will be added back to the Plan share
reserve and again be available for issuance pursuant to Awards granted under the Plan.




(f) To the extent that the full number of Shares subject to a Full Value Award is not
issued for any reason, including by reason of failure to achieve maximum performance goals,
the unissued Shares originally subject to the Award will be added back to the Plan share
reserve and again be available for issuance pursuant to Awards granted under the Plan.




(g) Substitute Awards granted pursuant to Section 14.10 of the Plan shall not count
against the Shares otherwise available for issuance under the Plan under Section 5.1.




(h) Subject to applicable Exchange requirements, shares available under a
stockholder-approved plan of a company acquired by the Company (as appropriately adjusted to
Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted
to individuals who were not employees of the Company or its Affiliates immediately before
such transaction and will not count against the maximum share limitation specified in
Section 5.1.



5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.



5.4. LIMITATION ON AWARDS. Notwithstanding any provision in the Plan to the contrary
(but subject to adjustment as provided in Article 15):




(a) Options. The maximum number of Options granted under the Plan in any calendar year
to any one Participant shall be for 1,500,000 Shares.




(b) SARs. The maximum number of Stock Appreciation Rights granted under the Plan in
any calendar year to any one Participant shall be with respect to 1,500,000 Shares.




(c) Performance Awards. With respect to any calendar year (i) the maximum amount that
may be paid to any one Participant for Performance Awards payable in cash or property other
than Shares shall be $15,000,000, and (ii) the maximum number of Shares that may be paid to
any one Participant for Performance Awards payable in Stock shall be 1,500,000 Shares. For
purposes of applying these limits in the case of multi-year performance periods, the amount
of cash or property or number of Shares deemed paid with respect to any calendar year is the
total amount payable or Shares earned for the performance period divided by the number of
calendar years in the performance period.




(d) Awards to Non-Employee Directors. The maximum aggregate number of Shares
associated with any Award granted under the Plan in any calendar year to any one
Non-Employee Director shall be 15,000 Shares.



5.5. MINIMUM VESTING REQUIREMENTS. Except in the case of substitute Awards granted
pursuant to Section 14.10 and to the following sentence, Full Value Awards, Options and SARs
granted under the Plan to an Eligible Participant shall either (i) be subject to a minimum vesting
period of three years (which may include graduated vesting within such three-year period), or one
year if the vesting is based on performance criteria other than continued service, or (ii) be
granted solely in exchange for foregone cash compensation. Notwithstanding the foregoing, (i) the
Committee may permit and authorize acceleration of vesting of such Full Value Awards, Options or
SARs in the event of the Participant’s termination of service or the occurrence of a Change in
Control (subject to the requirements of Article 11 in the case of Qualified Performance-Based
Awards), and (ii) the Committee may grant Full Value Awards, Options and SARs without respect to
the above-described minimum vesting requirements, or may permit and authorize acceleration of
vesting of Full Value Awards, Options and SARs, otherwise subject to the above-described minimum
vesting requirements, with respect to Awards covering 5% or fewer of the total number of Shares
authorized under the Plan.



ARTICLE 6

ELIGIBILITY




6.1. GENERAL. Awards may be granted only to Eligible Participants. Incentive Stock
Options may be granted only to Eligible Participants who are employees of the Company or a Parent
or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are
service providers to an Affiliate may be granted Options or SARs under this Plan only if the
Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of
§1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.



ARTICLE 7

STOCK OPTIONS




7.1. GENERAL. The Committee is authorized to grant Options to Participants on the
following terms and conditions:




(a) EXERCISE PRICE. The exercise price per Share under an Option shall be
determined by the Committee, provided that the exercise price for any Option (other than an
Option issued as a substitute Award pursuant to Section 14.10) shall not be less than the
Fair Market Value as of the Grant Date.




(b) PROHIBITION ON REPRICING. Except as otherwise provided in Article 15,
without the prior approval of stockholders of the Company: (i) the exercise price of an
Option may not be reduced, directly or indirectly, (ii) an Option may not be cancelled in
exchange for an Option, SAR or other Award with an exercise or base price that is less than
the exercise price of the original Option, or otherwise, and (iii) the Company may not
repurchase an Option for value (in cash or otherwise) from a Participant if the current Fair
Market Value of the Shares underlying the Option is lower than the exercise price per share
of the Option




(c) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, subject to Sections 5.5 and
7.1(e), including a provision that an Option that is otherwise exercisable and has an
exercise price that is less than the Fair Market Value of the Stock on the last day of its
term will be automatically exercised on such final date of the term by means of a “net
exercise,” thus entitling the optionee to Shares equal to the intrinsic value of the Option
on such exercise date, less the number of Shares required for tax withholding. The
Committee shall also determine the performance or other conditions, if any, that must be
satisfied before all or part of an Option may be exercised or vested.




(d) PAYMENT. The Committee shall determine the methods by which the exercise
price of an Option may be paid, the form of payment, and the methods by which Shares shall
be delivered or deemed to be delivered to Participants. As determined by the Committee at
or after the Grant Date, payment of the exercise price of an Option may be made in, in whole
or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual
delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the
Shares on the date the Option is exercised, (iii) withholding of Shares from the Option
based on the Fair Market Value of the Shares on the date the Option is exercised, (iv)
broker-assisted market sales, or (iv) any other “cashless exercise” arrangement.




(e) EXERCISE TERM. Except for Nonstatutory Options granted to Participants
outside the United States, no Option granted under the Plan shall be exercisable for more
than ten years from the Grant Date.




(f) NO DEFERRAL FEATURE. No Option shall provide for any feature for the
deferral of compensation other than the deferral of recognition of income until the exercise
or disposition of the Option.




(g) NO DIVIDEND EQUIVALENTS. No Option shall provide for Dividend Equivalents.



7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under
the Plan must comply with the requirements of Section 422 of the Code. Without limiting the
foregoing, any Incentive Stock Option granted to a Participant who at the Grant Date owns more than
10% of the voting power of all classes of shares of the Company must have an exercise price per
Share of not less than 110% of the Fair Market Value per Share on the Grant Date and an Option term
of not more than five years. If all of the requirements of Section 422 of the Code (including the
above) are not met, the Option shall automatically become a Nonstatutory Stock Option.



ARTICLE 8

STOCK APPRECIATION RIGHTS




8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock
Appreciation Rights to Participants on the following terms and conditions:




(a) RIGHT TO PAYMENT. Upon the exercise of a SAR, the Participant has the
right to receive, for each Share with respect to which the SAR is being exercised, the
excess, if any, of:




(1) The Fair Market Value of one Share on the date of exercise; over




(2) The base price of the SAR as determined by the Committee and set forth in
the Award Certificate, which shall not be less than the Fair Market Value of one
Share on the Grant Date.




(b) STOCK APPRECIATION RIGHTS WITH MAXIMUM APPRECATION LIMITS. The Committee
is authorized to grant Stock Appreciation Rights to Participants with a limit on the maximum
appreciation value of the Award, by providing that if the Fair Market Value of a Share
equals or exceeds a specified amount (the “Maximum Share Value”) on any day during the term
of such Award, the vested and unexercised portion of the Award, if any, shall be
automatically exercised on such date without further action or notice by the Company or the
Participant (an “Automatic Exercise”). Upon such Automatic Exercise, the Participant shall
be entitled to receive for each Stock Appreciation Right the excess of (i) the Maximum Share
Value over (ii) the grant price of such Award.




(c) PROHIBITION ON REPRICING. Except as otherwise provided in Article 15,
without the prior approval of stockholders of the Company: (i) the base price of a SAR may
not be reduced, directly or indirectly, (ii) a SAR may not be cancelled in exchange for an
Option, SAR or other Award with an exercise or base price that is less than the base price
of the original SAR, or otherwise, and (iii) the Company may not repurchase a SAR for value
(in cash or otherwise) from a Participant if the current Fair Market Value of the Shares
underlying the SAR is lower than the base price per share of the SAR.




(d) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or
times at which a SAR may be exercised in whole or in part, subject to Section 5.5,
including a provision that a SAR that is otherwise exercisable and has a base price that is
less than the Fair Market Value of the Stock on the last day of its term will be
automatically exercised on such final date of the term, thus entitling the holder to cash or
Shares equal to the intrinsic value of the SAR on such exercise date, less the cash or
number of Shares required for tax withholding. Except for SARs granted to Participants
outside the United States, no SAR shall be exercisable for more than ten years from the
Grant Date.




(e) NO DEFERRAL FEATURE. No SAR shall provide for any feature for the deferral
of compensation other than the deferral of recognition of income until the exercise or
disposition of the SAR.




(f) NO DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.




(g) OTHER TERMS. All SARs shall be evidenced by an Award Certificate. Subject
to the limitations of this Article 8, the terms, methods of exercise, methods of settlement,
form of consideration payable in settlement (e.g., cash, Shares or other property), and any
other terms and conditions of the SAR shall be determined by the Committee at the time of
the grant and shall be reflected in the Award Certificate.



ARTICLE 9

RESTRICTED STOCK, RESTRICTED STOCK UNITS

AND DEFERRED STOCK UNITS




9.1. GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The
Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units or Deferred
Stock Units to Participants in such amounts and subject to such terms and conditions as may be
selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock
Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and
restrictions applicable to the Award.



9.2. ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred
Stock Units shall be subject to such restrictions on transferability and other restrictions as the
Committee may impose (including, for example, limitations on the right to vote Restricted Stock or
the right to receive dividends on the Restricted Stock). These restrictions may lapse separately
or in combination at such times, under such circumstances, in such installments, upon the
satisfaction of performance goals or otherwise, as the Committee determines at the time of the
grant of the Award or thereafter, subject to Section 5.5. Except as otherwise provided in an Award
Certificate or any special Plan document governing an Award, a Participant shall have none of the
rights of a stockholder with respect to Restricted Stock Units or Deferred Stock Units until such
time as Shares of Stock are paid in settlement of such Awards.



9.3 DIVIDENDS ON RESTRICTED STOCK. In the case of Restricted Stock, the Committee may
provide that ordinary cash dividends declared on the Shares before they are vested (i) will be
forfeited; (ii) will be deemed to have been reinvested in additional Shares or otherwise reinvested
(subject to Share availability under Section 5.1 hereof and subject to the same vesting provisions
as provided for the host Award); (iii) will be credited by the Company to an account for the
Participant and accumulated without interest until the date upon which the host Award becomes
vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to
the Company without further consideration or any act or action by the Participant; or (iv) in the
case of Restricted Stock that is not subject to performance-based vesting, will be paid or
distributed to the Participant as accrued (in which case, such dividends must be paid or
distributed no later than the 15th day of the 3rd month following the later
of (A) the calendar year in which the corresponding dividends were paid to shareholders, or (B) the
first calendar year in which the Participant’s right to such dividends is no longer subject to a
substantial risk of forfeiture). Unless otherwise provided by the Committee in an Award
Certificate, dividends accrued on Shares of Restricted Stock before they are vested shall be
reinvested in the form of additional Shares, which shall be subject to the same vesting provisions
as provided for the host Award. In no event shall dividends with respect to Restricted Stock that
is subject to performance-based vesting be paid or distributed until the performance-based vesting
provisions of such Restricted Stock lapse.



9.4. FORFEITURE. Subject to the terms of the Award Certificate and except as
otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon
termination of Continuous Service during the applicable restriction period or upon failure to
satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted
Stock Units that are at that time subject to restrictions shall be forfeited.



9.5. DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to
the Participant at the Grant Date either by book-entry registration or by delivering to the
Participant, or a custodian or escrow agent (including, without limitation, the Company or one or
more of its employees) designated by the Committee, a stock certificate or certificates registered
in the name of the Participant. If physical certificates representing shares of Restricted Stock
are registered in the name of the Participant, such certificates must bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Stock.



ARTICLE 10

PERFORMANCE AWARDS




10.1. GRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award
under this Plan, including cash-based Awards, with performance-based vesting criteria, on such
terms and conditions as may be selected by the Committee. Any such Awards with performance-based
vesting criteria are referred to herein as Performance Awards. The Committee shall have the
complete discretion to determine the number of Performance Awards granted to each Participant,
subject to Section 5.4, and to designate the provisions of such Performance Awards as provided in
Section 4.3. All Performance Awards shall be evidenced by an Award Certificate or a written
program established by the Committee, pursuant to which Performance Awards are awarded under the
Plan under uniform terms, conditions and restrictions set forth in such written program.



10.2. PERFORMANCE GOALS. The Committee may establish performance goals for
Performance Awards which may be based on any criteria selected by the Committee. Such performance
goals may be described in terms of Company-wide objectives or in terms of objectives that relate to
the performance of the Participant, an Affiliate or a division, region, department or function
within the Company or an Affiliate. If the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company or the manner in which the
Company or an Affiliate conducts its business, or other events or circumstances render performance
goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the
Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different
business unit or function during a performance period, the Committee may determine that the
performance goals or performance period are no longer appropriate and may (i) adjust, change or
eliminate the performance goals or the applicable performance period as it deems appropriate to
make such goals and period comparable to the initial goals and period, or (ii) make a cash payment
to the participant in an amount determined by the Committee. The foregoing two sentences shall not
apply with respect to a Performance Award that is intended to be a Qualified Performance-Based
Award if the recipient of such award (a) was a Covered Employee on the date of the modification,
adjustment, change or elimination of the performance goals or performance period, or (b) in the
reasonable judgment of the Committee, may be a Covered Employee on the date the Performance Award
is expected to be paid.



ARTICLE 11

QUALIFIED PERFORMANCE-BASED AWARDS




11.1. OPTIONS AND STOCK APPRECIATION RIGHTS. The provisions of the Plan are intended
to enable Options and Stock Appreciation Rights granted hereunder to any Covered Employee to
qualify for the Section 162(m) Exemption.



11.2. OTHER AWARDS. When granting any other Award, the Committee may designate such
Award as a Qualified Performance-Based Award, based upon a determination that the recipient is or
may be a Covered Employee with respect to such Award, and the Committee wishes such Award to
qualify for the Section 162(m) Exemption. If an Award is so designated, the Committee shall
establish performance goals for such Award within the time period prescribed by Section 162(m) of
the Code based on one or more of the following Qualified Business Criteria, which may be expressed
in terms of Company-wide objectives or in terms of objectives that relate to the performance of an
Affiliate or a division, region, department or function within the Company or an Affiliate:




	 	 	 	Revenue






	 	 	 	Sales






	 	 	 	Profit (net profit, gross profit, operating profit, economic profit, profit margins
or other corporate profit measures)






	 	 	 	Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)






	 	 	 	Net income (before or after taxes, operating income or other income
measures)






	 	 	 	Cash (cash flow, cash generation or other cash measures)






	 	 	 	Stock price or performance






	 	 	 	Total shareholder return (stock price appreciation plus reinvested
dividends divided by beginning share price)






	 	 	 	Economic value added






	 	 	 	Return measures (including, but not limited to, return on assets, capital, equity,
investments or sales, and cash flow return on assets, capital, equity, or
sales);






	 	 	 	Market share






	 	 	 	Improvements in capital structure






	 	 	 	Expenses (expense management, expense ratio, expense efficiency ratios or other
expense measures)






	 	 	 	Business expansion or consolidation (acquisitions and divestitures)






	 	 	 	Internal rate of return or increase in net present value






	 	 	 	Working capital targets relating to inventory and/or accounts receivable






	 	 	 	Inventory management






	 	 	 	Service or product delivery or quality






	 	 	 	Customer satisfaction






	 	 	 	Employee retention






	 	 	 	Safety standards






	 	 	 	Productivity measures






	 	 	 	Cost reduction measures






	 	 	 	Strategic plan development and implementation





Performance goals with respect to the foregoing Qualified Business Criteria may be specified
in absolute terms, on an adjusted basis, in percentages, or in terms of growth from
period to period or growth rates over time, as well as measured relative to the performance of a
group of comparator companies, or a published or special index, or a stock market index, that the
Committee deems appropriate. Any member of a comparator group or an index that ceases to exist
during a measurement period shall be disregarded for the entire measurement period. Performance
Goals need not be based upon an increase or positive result under a business criterion and could
include, for example, the maintenance of the status quo or the limitation of economic losses
(measured, in each case, by reference to a specific business criterion). Performance measures
may but need not be determinable in conformance with generally accepted accounting principles



11.3. PERFORMANCE GOALS. Each Qualified Performance-Based Award (other than a
market-priced Option or SAR) shall be earned, vested and payable (as applicable) only upon the
achievement of performance goals established by the Committee based upon one or more of the
Qualified Business Criteria, together with the satisfaction of any other conditions, such as
continued employment, as the Committee may determine to be appropriate; provided,
however, that the Committee may provide, either in connection with the grant thereof or by
amendment thereafter, that achievement of such performance goals will be waived, in whole or in
part, upon (i) the termination of employment of a Participant by reason of death or Disability, or
(ii) the occurrence of a Change in Control. In addition, the Committee has the right, in connection
with the grant of a Qualified Performance-Based Award, to exercise negative discretion to determine
that the portion of such Award actually earned, vested and/or payable (as applicable) shall be less
than the portion that would be earned, vested and/or payable based solely upon application of the
applicable performance goals.



11.4. INCLUSIONS AND EXCLUSIONS FROM PERFORMANCE CRITERIA. The Committee may provide
in any Qualified Performance-Based Award, at the time the performance goals are established, that
any evaluation of performance shall exclude or otherwise objectively adjust for any specified
circumstance or event that occurs during a performance period, including by way of example but
without limitation the following: (a) asset write-downs or impairment charges; (b) litigation or
claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or
other laws or provisions affecting reported results; (d) accruals for reorganization and
restructuring programs; (e) extraordinary nonrecurring items as described in then-current
accounting principles; (f) extraordinary nonrecurring items as described in management’s discussion
and analysis of financial condition and results of operations appearing in the Company’s annual
report to shareholders for the applicable year; (g) acquisitions or divestitures; and (h) foreign
exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered
Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m)
for deductibility.



11.5. CERTIFICATION OF PERFORMANCE GOALS. Any payment of a Qualified
Performance-Based Award granted with performance goals pursuant to Section 11.3 above shall be
conditioned on the written certification of the Committee in each case that the performance goals
and any other material conditions were satisfied. Except as specifically provided in Section 11.3,
no Qualified Performance-Based Award held by a Covered Employee or by an employee who in the
reasonable judgment of the Committee may be a Covered Employee on the date of payment, may be
amended, nor may the Committee exercise any discretionary authority it may otherwise have under the
Plan with respect to a Qualified Performance-Based Award under the Plan, in any manner to waive the
achievement of the applicable performance goal based on Qualified Business Criteria or to increase
the amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause
the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption.



11.6. AWARD LIMITS. Section 5.4 sets forth (i) the maximum number of Shares that may
be granted in any one-year period to a Participant in designated forms of stock-based Awards, and
(ii) the maximum aggregate dollar amount that may be paid with respect to cash-based Awards under
the Plan to any one Participant in any fiscal year of the Company.



ARTICLE 12

DIVIDEND EQUIVALENTS




12.1. GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend
Equivalents with respect to Full-Value Awards granted hereunder, subject to such terms and
conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant
to receive payments equal to ordinary cash dividends or distributions with respect to all or a
portion of the number of Shares subject to a Full-Value Award, as determined by the Committee. The
Committee may provide that Dividend Equivalents (i) will be deemed to have been reinvested in
additional Shares or otherwise reinvested, which shall be subject to the same vesting provisions as
provided for the host Award; (ii) will be credited by the Company to an account for the Participant
and accumulated without interest until the date upon which the host Award becomes vested, and any
Dividend Equivalents accrued with respect to forfeited Awards will be reconveyed to the Company
without further consideration or any act or action by the Participant; or (ii) except in the case
of Performance Awards, will be paid or distributed to the Participant as accrued (in which case,
such Dividend Equivalents must be paid or distributed no later than the 15th day of the
3rd month following the later of (A) the calendar year in which the corresponding
dividends were paid to shareholders, or (B) the first calendar year in which the Participant’s
right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture).
Unless otherwise provided by the Committee in an Award Certificate, Dividend Equivalents accruing
on unvested Full-Value Awards shall be reinvested in the form of additional Shares, which shall be
subject to the same vesting provisions as provided for the host Award. In no event shall Dividend
Equivalents with respect to a Performance Award be paid or distributed until the performance-based
vesting provisions of the Performance Award lapse.



ARTICLE 13

STOCK OR OTHER STOCK-BASED AWARDS




13.1. GRANT OF STOCK OR OTHER STOCK-BASED AWARDS. The Committee is authorized,
subject to limitations under applicable law, to grant to Participants such other Awards that are
payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares,
as deemed by the Committee to be consistent with the purposes of the Plan, including without
limitation (but subject to the last sentence of Section 5.5) Shares awarded purely as a “bonus” and
not subject to any restrictions or conditions, convertible or exchangeable debt securities, other
rights convertible or exchangeable into Shares, and Awards valued by reference to book value of
Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The
Committee shall determine the terms and conditions of such Awards.



ARTICLE 14

PROVISIONS APPLICABLE TO AWARDS




14.1. AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate.
Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be
specified by the Committee.



14.2. FORM OF PAYMENT FOR AWARDS. At the discretion of the Committee, payment of
Awards may be made in cash, Stock, a combination of cash and Stock, or any other form of property
as the Committee shall determine. In addition, payment of Awards may include such terms,
conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including,
in the case of Awards paid in the form of Stock, restrictions on transfer and forfeiture
provisions. Further, payment of Awards may be made in the form of a lump sum, or in installments,
as determined by the Committee.



14.3. LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or
restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than
the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or an Affiliate. No unexercised or
restricted Award shall be assignable or transferable by a Participant other than by will or the
laws of descent and distribution; provided, however, that the Committee may (but
need not) permit other transfers (other than transfers for value) where the Committee concludes
that such transferability (i) does not result in accelerated taxation, (ii) does not cause any
Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b), and
(iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant,
including without limitation, state or federal tax or securities laws applicable to transferable
Awards.



14.4. BENEFICIARIES. Notwithstanding Section 14.3, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights under the Plan is subject
to all terms and conditions of the Plan and any Award Certificate applicable to the Participant,
except to the extent the Plan and Award Certificate otherwise provide, and to any additional
restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been
designated or survives the Participant, any payment due to the Participant shall be made to the
Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or
revoked by a Participant, in the manner provided by the Company, at any time provided the change or
revocation is filed with the Committee.



14.5. STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply
with federal or state securities laws, rules and regulations and the rules of any national
securities exchange or automated quotation system on which the Stock is listed, quoted, or traded.
The Committee may place legends on any Stock certificate or issue instructions to the transfer
agent to reference restrictions applicable to the Stock.



14.6. ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the
Award Certificate or any special Plan document governing an Award, upon the termination of a
person’s Continuous Service by reason of death or Disability:




(i) all of that Participant’s outstanding Options and SARs shall become fully
exercisable;




(ii) all time-based vesting restrictions on that Participant’s outstanding Awards shall
lapse as of the date of termination; and




(iii) the payout opportunities attainable under all of that Participant’s outstanding
performance-based Awards shall be deemed to have been fully earned as of the date of
termination as follows:




(A) if the date of termination occurs during the first half of the applicable
performance period, all relevant performance goals will be deemed to have been
achieved at the “target” level, and




(B) if the date of termination occurs during the second half of the applicable
performance period, the actual level of achievement of all relevant performance
goals against target will be measured as of the end of the calendar quarter
immediately preceding the date of termination, and




(C) in either such case, there shall be a prorata payout to the Participant or
his or her estate within sixty (60) days following the date of termination (unless a
later date is required by Section 17.3 hereof), based upon the length of time within
the performance period that has elapsed prior to the date of termination.



Any Awards shall thereafter continue or lapse in accordance with the other provisions of the
Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options
to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be
deemed to be Nonstatutory Stock Options.



14.7. EFFECT OF A CHANGE IN CONTROL. The provisions of this Section 14.7 shall apply
in the case of a Change in Control of the Company.




(a) Awards Assumed or Substituted by Surviving Entity. With respect to Awards
assumed by the surviving entity or otherwise equitably converted or substituted in
connection with a Change in Control: if within two years after the effective date of the
Change in Control, a Participant’s employment is terminated without Cause or the Participant
resigns for Good Reason, then (i) all of that Participant’s outstanding Options, SARs and
other Awards in the nature of rights that may be exercised shall become fully exercisable,
(ii) all time-based vesting restrictions on his or her outstanding Awards shall lapse, and
(iii) unless otherwise provided in the Award Certificate, the payout level under all of that
Participant’s performance-based Awards that were outstanding immediately prior to effective
time of the Change in Control shall be determined and deemed to have been earned as of the
date of termination based upon an assumed achievement of all relevant performance goals at
the “target” level, and there shall be a prorata payout to such Participant within sixty
(60) days following the date of termination of employment (unless a later date is required
by Section 17.3 hereof), based upon the length of time within the performance period that
has elapsed prior to the date of termination of employment. With regard to each Award, a
Participant shall not be considered to have resigned for Good Reason unless either (i) the
Award Certificate includes such provision or (ii) the Participant is party to an employment,
severance or similar agreement with the Company or an Affiliate that includes provisions in
which the Participant is permitted to resign for Good Reason. Any Awards shall thereafter
continue or lapse in accordance with the other provisions of the Plan and the Award
Certificate. To the extent that this provision causes Incentive Stock Options to exceed the
dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be
Nonstatutory Stock Options.




(b) Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence
of a Change in Control, and except with respect to any Awards assumed by the surviving
entity or otherwise equitably converted or substituted in connection with the Change in
Control in a manner approved by the Committee or the Board: (i) outstanding Options, SARs,
and other Awards in the nature of rights that may be exercised shall become fully
exercisable, (ii) time-based vesting restrictions on outstanding Awards shall lapse, and
(iii) the target payout opportunities attainable under outstanding performance-based Awards
shall be deemed to have been fully earned as of the effective date of the Change in Control
based upon an assumed achievement of all relevant performance goals at the “target” level,
and there shall be a prorata payout to Participants within sixty (60) days following the
Change in Control (unless a later date is required by Section 17.3 hereof), based upon the
length of time within the performance period that has elapsed prior to the Change in
Control. Any Awards shall thereafter continue or lapse in accordance with the other
provisions of the Plan and the Award Certificate. To the extent that this provision causes
Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d),
the excess Options shall be deemed to be Nonstatutory Stock Options.



14.8. ACCELERATION FOR OTHER REASONS. Regardless of whether an event has occurred as
described in Section 14.6 or 14.7 above, and subject to Article 11 as to Qualified
Performance-Based Awards, the Committee may in its sole discretion at any time determine that, upon
the termination of service of a Participant, or the occurrence of a Change in Control, all or a
portion of such Participant’s Options, SARs and other Awards in the nature of rights that may be
exercised shall become fully or partially exercisable, that all or a part of the restrictions on
all or a portion of the Participant’s outstanding Awards shall lapse, and/or that any
performance-based criteria with respect to any Awards held by that Participant shall be deemed to
be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole
discretion, declare. The Committee may discriminate among Participants and among Awards granted to
a Participant in exercising its discretion pursuant to this Section 14.8.



14.9. FORFEITURE EVENTS. Awards under the Plan shall be subject to any compensation
recoupment policy that the Company may adopt from time to time that is applicable by its terms to
the Participant. In addition, the Committee may specify in an Award Certificate that the
Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition
to any otherwise applicable vesting or performance conditions of an Award. Such events may include,
but shall not be limited to, (i) termination of employment for cause, (ii) violation of material
Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive
covenants that may apply to the Participant, (iv) other conduct by the Participant that is
detrimental to the business or reputation of the Company or any Affiliate, or (v) a later
determination that the vesting of, or amount realized from, a Performance Award was based on
materially inaccurate financial statements or any other materially inaccurate performance metric
criteria, whether or not the Participant caused or contributed to such material inaccuracy.



14.10. SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for stock and stock-based awards held by employees of another entity who become
employees of the Company or an Affiliate as a result of a merger or consolidation of the former
employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate
of property or stock of the former employing corporation. The Committee may direct that the
substitute awards be granted on such terms and conditions as the Committee considers appropriate in
the circumstances.



ARTICLE 15

CHANGES IN CAPITAL STRUCTURE




15.1. MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the
Company and its stockholders that causes the per-share value of the Stock to change (including,
without limitation, any stock dividend, stock split, spin-off, rights offering, or large
nonrecurring cash dividend), the Committee shall make such adjustments to the Plan and Awards as it
deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately
resulting from such transaction. Action by the Committee may include: (i) adjustment of the number
and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of
shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards
or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any
other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing,
the Committee shall not make any adjustments to outstanding Options or SARs that would constitute a
modification or substitution of the stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that
would be treated as the grant of a new stock right or change in the form of payment for purposes of
Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the
outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or
consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits
under Section 5.1 and 5.4 shall automatically be adjusted proportionately, and the Shares then
subject to each Award shall automatically, without the necessity for any additional action by the
Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.



15.2 DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any
corporate event or transaction involving the Company (including, without limitation, any merger,
reorganization, recapitalization, combination or exchange of shares, or any transaction described
in Section 15.1), the Committee may, in its sole discretion, provide (i) that Awards will be
settled in cash rather than Stock, (ii) that Awards will become immediately vested and
non-forfeitable and exercisable (in whole or in part) and will expire after a designated period of
time to the extent not then exercised, (iii) that Awards will be assumed by another party to a
transaction or otherwise be equitably converted or substituted in connection with such transaction,
(iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the
excess of the fair market value of the underlying Stock, as of a specified date associated with the
transaction (or the per-shares transaction price), over the exercise or base price of the Award,
(v) that performance targets and performance periods for Performance Awards will be modified,
consistent with Code Section 162(m) where applicable, or (vi) any combination of the foregoing.
The Committee’s determination need not be uniform and may be different for different Participants
whether or not such Participants are similarly situated.



15.3 GENERAL. Any discretionary adjustments made pursuant to this Article 15 shall be
subject to the provisions of Section 16.2. To the extent that any adjustments made pursuant to
this Article 15 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such
Options shall be deemed to be Nonstatutory Stock Options.



ARTICLE 16

AMENDMENT, MODIFICATION AND TERMINATION




16.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any
time and from time to time, amend, modify or terminate the Plan without stockholder approval;
provided, however, that if an amendment to the Plan would, in the reasonable
opinion of the Board or the Committee, either (i) materially increase the number of Shares
available under the Plan, (ii) expand the types of awards under the Plan, (iii) materially expand
the class of participants eligible to participate in the Plan, (iv) materially extend the term of
the Plan, or (v) otherwise constitute a material change requiring stockholder approval under
applicable laws, policies or regulations or the applicable listing or other requirements of an
Exchange, then such amendment shall be subject to stockholder approval; and provided,
further, that the Board or Committee may condition any other amendment or modification on
the approval of stockholders of the Company for any reason, including by reason of such approval
being necessary or deemed advisable (i) to comply with the listing or other requirements of an
Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or
regulations. Without the prior approval of the stockholders of the Company, the Plan may not be
amended to permit: (i) the exercise price or base price of an Option or SAR to be reduced, directly
or indirectly, (ii) an Option or SAR to be cancelled in exchange for cash, other Awards, or Options
or SARs with an exercise or base price that is less than the exercise price or base price of the
original Option or SAR, or otherwise, or (iii) the Company to repurchase an Option or SAR for value
(in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying
the Option or SAR is lower than the exercise price or base price per share of the Option or SAR.



16.2. AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may
amend, modify or terminate any outstanding Award without approval of the Participant;
provided, however:




(a) Subject to the terms of the applicable Award Certificate, such amendment,
modification or termination shall not, without the Participant’s consent, reduce or diminish
the value of such Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination (with the per-share value of
an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market
Value as of the date of such amendment or termination over the exercise or base price of
such Award);




(b) Except as otherwise provided in Article 15, without the prior approval of the
stockholders of the Company: (i) the exercise price or base price of an Option or SAR may
not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in
exchange for an Option, SAR or other Award with an exercise or base price that is less than
the exercise price or base price of the original Option or SAR, or otherwise, and (iii) the
Company may not repurchase an Option or SAR for value (in cash or otherwise) from a
Participant if the current Fair Market Value of the Shares underlying the Option or SAR is
lower than the exercise price or base price per share of the Option or SAR; and




(c) No termination, amendment, or modification of the Plan shall adversely affect any
Award previously granted under the Plan, without the written consent of the Participant
affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a
Plan amendment if such amendment would not reduce or diminish the value of such Award
determined as if the Award had been exercised, vested, cashed in or otherwise settled on the
date of such amendment (with the per-share value of an Option or SAR for this purpose being
calculated as the excess, if any, of the Fair Market Value as of the date of such amendment
over the exercise or base price of such Award).



16.3. COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award
Certificate to the contrary, the Board may amend the Plan or an Award Certificate, to take effect
retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan
or Award Certificate to any present or future law relating to plans of this or similar nature
(including, but not limited to, Section 409A of the Code), and to the administrative regulations
and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to
any amendment made pursuant to this Section 16.3 to any Award granted under the Plan without
further consideration or action.



ARTICLE 17

GENERAL PROVISIONS




17.1. RIGHTS OF PARTICIPANTS.




(a) No Participant or any Eligible Participant shall have any claim to be granted any
Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to
treat Participants or Eligible Participants uniformly, and determinations made under the
Plan may be made by the Committee selectively among Eligible Participants who receive, or
are eligible to receive, Awards (whether or not such Eligible Participants are similarly
situated).




(b) Nothing in the Plan, any Award Certificate or any other document or statement made
with respect to the Plan, shall interfere with or limit in any way the right of the Company
or any Affiliate to terminate any Participant’s employment or status as an officer, or any
Participant’s service as a director, at any time, nor confer upon any Participant any right
to continue as an employee, officer, or director of the Company or any Affiliate, whether
for the duration of a Participant’s Award or otherwise.




(c) Neither an Award nor any benefits arising under this Plan shall constitute an
employment contract with the Company or any Affiliate and, accordingly, subject to Article
16, this Plan and the benefits hereunder may be terminated at any time in the sole and
exclusive discretion of the Committee without giving rise to any liability on the part of
the Company or an of its Affiliates.




(d) No Award gives a Participant any of the rights of a shareholder of the Company
unless and until Shares are in fact issued to such person in connection with such Award.



17.2. WITHHOLDING. The Company or any Affiliate shall have the authority and the
right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an
amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA
obligation) required by law to be withheld with respect to any exercise, lapse of restriction or
other taxable event arising as a result of the Plan. The obligations of the Company under the Plan
will be conditioned on such payment or arrangements and the Company or such Affiliate will, to the
extent permitted by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Participant. Unless otherwise determined by the Committee at the time the
Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in
part, by withholding from the Award Shares having a Fair Market Value on the date of withholding
equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes,
all in accordance with such procedures as the Committee establishes. All such elections shall be
subject to any restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.



17.3. SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.



(a) General. It is intended that the payments and benefits provided under the Plan and
any Award shall either be exempt from the application of, or comply with, the requirements of
Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that
effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or
any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective
directors, officers, employees or advisers (other than in his or her capacity as a Participant)
shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any
Participant or other taxpayer as a result of the Plan or any Award. 



(b) Definitional Restrictions. Notwithstanding anything in the Plan or in any Award
Certificate to the contrary, to the extent that any amount or benefit that would constitute
non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred
Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g.,
lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan
or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s
Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or
distributable to the Participant, and/or such different form of payment will not be effected, by
reason of such circumstance unless the circumstances giving rise to such Change in Control,
Disability or separation from service meet any description or definition of “change in control
event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code
and applicable regulations (without giving effect to any elective provisions that may be available
under such definition). This provision does not affect the dollar amount or prohibit the vesting
of any Award upon a Change in Control, Disability or separation from service, however defined. If
this provision prevents the payment or distribution of any amount or benefit, or the application of
a different form of payment of any amount or benefit, such payment or distribution shall be made at
the time and in the form that would have applied absent the non-409A-conforming event.



(c) Allocation among Possible Exemptions. If any one or more Awards granted under the
Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg.
Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the
separation pay exemptions, the Company shall determine which Awards or portions thereof will be
subject to such exemptions.



(d) Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or
in any Award Certificate to the contrary, if any amount or benefit that would constitute Non-Exempt
Deferred Compensation would otherwise be payable or distributable under this Plan or any Award
Certificate by reason of a Participant’s separation from service during a period in which the
Participant is a Specified Employee (as defined below), then, subject to any permissible
acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic
relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):



(i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during
the six-month period immediately following the Participant’s separation from service will be
accumulated through and paid or provided on the first day of the seventh month following the
Participant’s separation from service (or, if the Participant dies during such period, within 30
days after the Participant’s death) (in either case, the “Required Delay Period”); and



(ii) the normal payment or distribution schedule for any remaining payments or distributions
will resume at the end of the Required Delay Period.



For purposes of this Plan, the term “Specified Employee” has the meaning given such term in
Code Section 409A and the final regulations thereunder; provided, however, that, as
permitted in such final regulations, the Company’s Specified Employees and its application of the
six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules
adopted by the Board or any committee of the Board, which shall be applied consistently with
respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.



(e) Installment Payments. If, pursuant to an Award, a Participant is entitled to a
series of installment payments, such Participant’s right to the series of installment payments
shall be treated as a right to a series of separate payments and not to a single payment. For
purposes of the preceding sentence, the term “series of installment payments” has the meaning
provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).



(f) Timing of Release of Claims. Whenever an Award conditions a payment or benefit on
the Participant’s execution and non-revocation of a release of claims, such release must be
executed and all revocation periods shall have expired within 60 days after the date of termination
of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such
payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or
commence payment at any time during such 60-day period. If such payment or benefit constitutes
Non-Exempt Deferred Compensation, then, subject to subsection (d) above, (i) if such 60-day period
begins and ends in a single calendar year, the Company may make or commence payment at any time
during such period at its discretion, and (ii) if such 60-day period begins in one calendar year
and ends in the next calendar year, the payment shall be made or commence during the second such
calendar year (or any later date specified for such payment under the applicable Award), even if
such signing and non-revocation of the release occur during the first such calendar year included
within such 60-day period. In other words, a Participant is not permitted to influence the
calendar year of payment based on the timing of signing the release.



(g) Permitted Acceleration. The Company shall have the sole authority to make any
accelerated distribution permissible under Treas. Reg. section 1.409A-3(j)(4) to Participants of
deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. section
1.409A-3(j)(4).



17.4. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for
incentive and deferred compensation. With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the
Participant any rights that are greater than those of a general creditor of the Company or any
Affiliate. In its sole discretion, the Committee may authorize the creation of grantor trusts or
other arrangements to meet the obligations created under the Plan to deliver Shares or payments in
lieu of Shares or with respect to Awards. This Plan is not intended to be subject to ERISA.



17.5. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into
account in determining any benefits under any pension, retirement, savings, profit sharing, group
insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in
such other plan. Nothing contained in the Plan will prevent the Company from adopting other or
additional compensation arrangements, subject to shareholder approval if such approval is required;
and such arrangements may be either generally applicable or applicable only in specific cases.



17.6. EXPENSES. The expenses of administering the Plan shall be borne by the Company
and its Affiliates.



17.7. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are
for convenience of reference only, and in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.



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



17.9. FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall
determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether
such fractional Shares shall be eliminated by rounding up or down.



17.10. GOVERNMENT AND OTHER REGULATIONS.




(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares
pursuant to the Plan may, during any period of time that such Participant is an affiliate of
the Company (within the meaning of the rules and regulations of the Securities and Exchange
Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i)
pursuant to an effective registration statement under the 1933 Act, which is current and
includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the
registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated
under the 1933 Act.




(b) Notwithstanding any other provision of the Plan, if at any time the Committee shall
determine that the registration, listing or qualification of the Shares covered by an Award
upon any Exchange or under any foreign, federal, state or local law or practice, or the
consent or approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the purchase or receipt
of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such
Award unless and until such registration, listing, qualification, consent or approval shall
have been effected or obtained free of any condition not acceptable to the Committee. Any
Participant receiving or purchasing Shares pursuant to an Award shall make such
representations and agreements and furnish such information as the Committee may request to
assure compliance with the foregoing or any other applicable legal requirements. The
Company shall not be required to issue or deliver any certificate or certificates for Shares
under the Plan prior to the Committee’s determination that all related requirements have
been fulfilled. The Company shall in no event be obligated to register any securities
pursuant to the 1933 Act or applicable state or foreign law or to take any other action in
order to cause the issuance and delivery of such certificates to comply with any such law,
regulation or requirement.



17.11. GOVERNING LAW. To the extent not governed by federal law, the Plan and all
Award Certificates shall be construed in accordance with and governed by the laws of the State of
Delaware.



17.12. SEVERABILITY. In the event that any provision of this Plan is found to be
invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability
will not be construed as rendering any other provisions contained herein as invalid or
unenforceable, and all such other provisions will be given full force and effect to the same extent
as though the invalid or unenforceable provision was not contained herein.



17.13. NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any
way affect the right or power of the Company to make adjustments, reclassification or changes in
its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer
all or any part of its business or assets. The Plan shall not restrict the authority of the
Company, for proper corporate purposes, to draft or assume awards, other than under the Plan, to or
with respect to any person. If the Committee so directs, the Company may issue or transfer Shares
to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or
understanding that the Affiliate will transfer such Shares to a Participant in accordance with the
terms of an Award granted to such Participant and specified by the Committee pursuant to the
provisions of the Plan.



The foregoing is hereby acknowledged as being the Genuine Parts Company 2015 Incentive Plan as
adopted by the Board on November 17, 2014 and by the shareholders on April 27, 2015.



GENUINE PARTS COMPANY



By: /s/ Jennifer L. Ellis

Its: Corporate Secretary and Associate Counsel