EX-10.1






HUBBELL INCORPORATED

2005 INCENTIVE AWARD PLAN

(As Amended and Restated Effective May 5, 2015)




Article 1


Purpose



The purpose of the Hubbell Incorporated 2005 Incentive Award Plan (as it may be amended and
restated from time to time, the “Plan”) is to promote the success and enhance the value of Hubbell
Incorporated (the “Company”) by linking the personal interests of the members of the Board and
Employees to those of Company shareholders and by providing such individuals with an incentive for
outstanding performance to generate superior returns to Company shareholders. The Plan is further
intended to provide flexibility to the Company in its ability to motivate, attract, and retain the
services of members of the Board and Employees upon whose judgment, interest, and special effort
the successful conduct of the Company’s operation is largely dependent.



Article 2



Definitions and Construction



Wherever the following terms are used in the Plan they shall have the meanings specified below,
unless the context clearly indicates otherwise. The singular pronoun shall include the plural where
the context so indicates.




	2.1	 	“Applicable Accounting Standards” means Generally Accepted Accounting Principles in the
United States, International Financial Reporting Standards or such other accounting principles
or standards as may apply to the Company’s financial statements under United States federal
securities laws from time to time.






	2.2	 	“Automatic Exercise Date” shall mean, with respect to an Option or a Stock Appreciation
Right, the last business day of the applicable Option term or Stock Appreciation Right term
that was initially established by the Committee for such Option or Stock Appreciation Right
(e.g., the last business day prior to the tenth anniversary of the date of grant of such
Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a
ten-year Option term or Stock Appreciation Right term, as applicable).






	2.3	 	“Award” means an Option, a Restricted Stock award, a Stock Appreciation Right award, a
Performance-Based Award, a Dividend Equivalent award, a Stock Payment award, a Restricted
Stock Unit Award, a Deferred Stock award or a Deferred Stock Unit award granted to a
Participant pursuant to the Plan.






	2.4	 	“Award Agreement” means any written agreement, contract, or other instrument or document
evidencing an Award, including through electronic medium, which shall contain such terms and
conditions with respect to an Award as the Committee shall determine consistent with the Plan.






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






	2.6	 	“Change in Control” means and includes any of the following:






	 	(a)	 	Continuing Directors no longer constitute at least 2/3 of the Directors;






	 	(b)	 	any person or group of persons (as defined in Rule 13d-5 under the Securities
Exchange Act of 1934), together with its affiliates, becomes the beneficial owner,
directly or indirectly, of 20% or more of the voting power of the then outstanding
securities of the Company entitled to vote for the election of the Company’s Directors;
provided that this Section 2.5(b) shall not apply with respect to any holding of
securities by (i) the trust under a Trust Indenture dated September 2, 1957 made by Louie
E. Roche, (ii) the trust under a Trust Indenture dated August 23, 1957 made by Harvey
Hubbell, and (iii) any employee benefit plan (within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended) maintained by the Company or
any affiliate of the Company; or






	 	(c)	 	the consummation of a merger or consolidation of the Company with any other
corporation, the sale of substantially all of the assets of the Company or the liquidation
or dissolution of the Company, unless, in the case of a merger or consolidation, the
incumbent Directors in office immediately prior to such merger or consolidation will
constitute at least 2/3 of the Directors of the surviving corporation of such merger or
consolidation and any parent (as such term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934) of such corporation.






Notwithstanding the foregoing, if a Change in Control constitutes a payment event with
respect to any portion of an Award that provides for the deferral of compensation and is
subject to Section 409A of the Code, the transaction or event described in subsection (a),
(b) or (c) with respect to such Award (or portion thereof) must also constitute a “change
in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent
required by Section 409A.




The Committee shall have full and final authority, which shall be exercised in its sole
discretion, to determine conclusively whether a Change in Control has occurred pursuant to
the above definition, and the date of the occurrence of such Change in Control and any
incidental matters relating thereto; provided that any exercise of authority in
conjunction with a determination of whether a Change in Control is a “change in control
event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with
such regulation.



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




	2.8	 	“Committee” means the committee of the Board described in Article 11.






	2.9	 	“Continuing Director” means any individual who is a member of the Company’s Board of
Directors on December 9, 1986 or was designated (before such person’s initial election as a
Director) as a Continuing Director by 2/3 of the then Continuing Directors.






	 	 	2.10“Covered Employee” means an Employee who is, or could be, a “covered employee” within the
meaning of Section 162(m) of the Code.





	 	 	 
	2.11

2.12

2.13
	 	“Deferred Stock” means a right to receive Stock awarded under Section 8.5.

“Deferred Stock Units” means a right to receive Stock awarded under Section 8.6.

“Director” means an individual who is a member of the Company’s Board of Directors on the relevant date.








	2.14	 	“Disability” means that the Participant qualifies to receive long-term disability payments
under the Company’s long-term disability insurance program, as it may be amended from time to
time.






	2.15	 	“Dividend Equivalent” means a right to receive the equivalent value (in cash or Stock) of
dividends paid on Stock, awarded under Section 8.2.






	2.16	 	“Eligible Individual” means any person who is a Director or an Employee, as determined by the
Committee.






	2.17	 	“Employee” means any officer or other employee (as defined in accordance with Section 3401(c)
of the Code) of the Company or any Subsidiary.






	2.18	 	“Equity Restructuring” means a nonreciprocal transaction between the Company and its
shareholders, such as a stock dividend, stock split, spin-off, rights offering or
recapitalization through a large, nonrecurring cash dividend, that affects the number or kind
of shares of Stock (or other securities of the Company) or the share price of Stock (or other
securities) and causes a change in the per-share value of the Stock underlying outstanding
Awards.






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






	2.20	 	“Fair Market Value” means, as of any given date, the fair market value of a share of Stock on
the immediately preceding date determined by such methods or procedures as may be established
from time to time by the Committee. Unless otherwise determined by the Committee, the Fair
Market Value of a share of Stock as of any date shall be the mean between the high and low
trading price for a share of Stock as reported on the New York Stock Exchange (or on any
national securities exchange on which the Stock is then listed) on such date or, if no such
prices are reported for that date, the mean between the high and low trading prices on the
next preceding date for which such prices were reported.






	2.21	 	“Full Value Award” means an Award other than an Option or SAR, which is settled by the
issuance of Stock.






	2.22	 	“Incentive Stock Option” means an Option that is intended to meet the requirements of Section
422 of the Code or any successor provision thereto.






	2.23	 	“Independent Director” means a Director who is not an Employee of the Company.






	2.24	 	“Non-Employee Director” means a Director who qualifies as a “Non-Employee Director” as
defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the
Board.






	2.25	 	“Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.






	2.26	 	“Officer” means each of the officers specified in Section 1 of Article IV of the By-Laws of
the Company except for any such officer whose title begins with the word “Assistant.”






	2.27	 	“Option” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase
a specified number of shares of Stock at a specified price during specified time periods. An
Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.






	2.28	 	“Participant” means any Eligible Individual who, as a Director or Employee, has been granted
an Award pursuant to the Plan.






	2.29	 	“Performance-Based Award” means a right granted to a Participant to receive cash or Stock
pursuant to Article 8, and which is subject to the terms and conditions set forth in Article
8.






	2.30	 	“Performance Criteria” means the criteria (and adjustments) that the Committee selects for
purposes of establishing the Performance Goal or Performance Goals for a Participant for a
Performance Period determined as follows:






	 	(a)	 	The Performance Criteria that will be used to establish Performance Goals are limited
to the following: net earnings or losses (either before or after interest, taxes,
depreciation and amortization), economic value-added (as determined by the Committee),
sales or revenue or sales or revenue growth, net income (either before or after taxes),
operating earnings or profit (either before or after taxes), cash flow (including, but not
limited to, operating cash flow and free cash flow), return on capital, return on invested
capital, return on shareholders’ equity, return on assets, shareholder return, return on
sales, gross or net profit margin, productivity, expense, operating margin, operating
efficiency, customer satisfaction, implementation or completion of critical projects,
sales and sales unit volume, market penetration and geographic business expansion,
strategic partnerships and transactions, financial ratios (including those measuring
liquidity, activity, profitability or leverage), working capital efficiency, earnings or
loss per share, price per share of Stock or dividends per share of Stock (or appreciation
in and/or maintenance of such price or dividends), and market share, any of which may be
measured either in absolute terms or as compared to any incremental increase or as
compared to results of a peer group or to market performance indicators or indices. To the
extent a Performance-Based Award is intended to be Qualified Performance-Based
Compensation, the Committee shall, within the time prescribed by Section 162(m) of the
Code, define in an objective fashion the manner of calculating the Performance Criteria it
selects to use for such Performance Period for such Participant.






	 	(b)	 	The Committee may, in its sole discretion, provide that one or more objectively
determinable adjustments shall be made to one or more of the Performance Goals. Such
adjustments may include one or more of the following: (i) items related to a change in
accounting principle; (ii) items relating to financing activities; (iii) expenses for
restructuring or productivity initiatives; (iv) other non-operating items; (v) items
related to acquisitions; (vi) items attributable to the business operations of any entity
acquired by the Company during the Performance Period; (vii) items related to the disposal
of a business or segment of a business; (viii) items related to discontinued operations
that do not qualify as a segment of a business under Applicable Accounting Standards; (ix)
items attributable to any stock dividend, stock split, combination or exchange of stock
occurring during the Performance Period; or (x) any other items of significant income or
expense which are determined to be appropriate adjustments; (xi) items relating to unusual
or extraordinary corporate transactions, events or developments, (xii) items related to
amortization of acquired intangible assets; (xiii) items that are outside the scope of the
Company’s core, on-going business activities; or (xiv) items relating to any other unusual
or nonrecurring events or changes in applicable laws, accounting principles or business
conditions. For all Awards intended to qualify as Performance-Based Compensation, such
determinations shall be made within the time prescribed by, and otherwise in compliance
with, Section 162(m) of the Code.






	2.31	 	“Performance Goals” means, for a Performance Period, the goals established in writing by the
Committee for the Performance Period based upon the Performance Criteria. Depending on the
Performance Criteria used to establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the performance of a division, business
unit, platform or an individual. The achievement of each Performance Goal shall be determined,
to the extent applicable, in accordance with Applicable Accounting Standards.






	2.32	 	“Performance Period” means the one or more periods of time, which may be of varying and
overlapping durations, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s right to,
and the payment of, a Performance-Based Award.






	2.33	 	“Plan” means this Hubbell Incorporated 2005 Incentive Award Plan (As Amended and Restated
Effective May 5, 2015), as it may be amended from time to time.






	2.34	 	“Qualified Performance-Based Compensation” means any compensation that is intended to qualify
as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the
Code.






	2.35	 	“Restatement Effective Date” means the date the Plan, as amended and restated herein, is
approved by the Company’s shareholders, pursuant to Section 12.1.






	2.36	 	“Restricted Stock” means Stock awarded to a Participant pursuant to Article 6 that is subject
to certain restrictions and may be subject to risk of forfeiture.






	2.37	 	“Restricted Stock Units” means the right to receive Stock awarded under Section 8.4.






	2.38	 	“Securities Act” means the Securities Act of 1933, as amended.






	2.39	 	“Stock” means the Class B Common Stock of the Company, par value $0.01 per share, and such
other securities of the Company that may be substituted for Stock pursuant to Article 10.






	2.40	 	“Stock Appreciation Right” or “SAR” means a right granted pursuant to Article 7 to receive a
payment equal to the excess of the Fair Market Value of a specified number of shares of Stock
on the date the SAR is exercised over the Fair Market Value on the date the SAR was granted as
set forth in the applicable Award Agreement.






	2.41	 	“Stock Payment” means (a) a payment in the form of Stock, or (b) an option or other right to
purchase Stock, as part of a short-term incentive award, deferred compensation or other
arrangement, awarded under Section 8.3.






	2.42	 	“Subsidiary” means any “subsidiary corporation” as defined in Section 424(f) of the Code and
any applicable regulations promulgated thereunder or any other entity of which a majority of
the outstanding voting stock or voting power is beneficially owned directly or indirectly by
the Company.





Article 3



Shares Subject to The Plan




	 	 	3.1  Number of Shares.






	 	(a)	 	Subject to Article 10 and Section 3.1(b), the aggregate number of shares of Stock
which may be granted as Awards under the Plan shall be 9,675,000 shares. The maximum
number of shares of Stock that may be delivered upon exercise of Incentive Stock Options
shall be 5,875,000 shares.






	 	(b)	 	Of the shares of Stock reserved for grant under Section 3.1(a) of this Plan no more
than 4,837,500 shares of Stock may be granted in the form of Full Value Awards.






	 	(c)	 	To the extent that an Award terminates, expires, or lapses for any reason, or an
Award is settled in cash without the delivery of shares to the Participant, then any
            shares of Stock subject to the Award shall again be available for the grant of an Award
pursuant to the Plan. Any Shares tendered or withheld to satisfy the grant or exercise
price or tax withholding obligation pursuant to any Award shall be counted against the
number of Shares available under the Plan and shall not be available for future grants of
Awards. For purposes of number of Shares available under Section 3.1(a), Shares subject to
Stock Appreciation Rights shall be counted as one share delivered for each Stock
Appreciation Right awarded, regardless of the number of Shares actually delivered upon
exercise of the Stock Appreciation Right. To the extent permitted by applicable law or any
exchange rule, shares of Stock issued in assumption of, or in substitution for, any
outstanding awards of any entity acquired in any form of combination by the Company or any
Subsidiary shall not be counted against shares of Stock available for grant pursuant to
the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding
Awards shall not be counted against the shares available for issuance under the Plan.
Notwithstanding the provisions of this Section 3.1(c), no shares of Stock may again be
optioned, granted or awarded if such action would cause an Incentive Stock Option to fail
to qualify as an incentive stock option under Section 422 of the Code.






	3.2	 	Stock Distributed. Any Stock distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Stock, including Stock repurchased by the Company, or Stock
purchased on the open market.






	3.3	 	Limitation on Number of Shares Subject to Employee Awards. Notwithstanding any provision in
the Plan to the contrary, and subject to Article 10, Awards granted to any Employee shall be
subject to the following limitations all applied on an individual and not an aggregate basis
by type of Award:






	 	(a)	 	The maximum number of shares of Stock that may be granted pursuant to an Option to
any one Participant in any fiscal year of the Company shall not exceed 500,000 shares of
Stock;






	 	(b)	 	The maximum number of shares of Stock that may be granted subject to a Stock
Appreciation Right to any one Participant in any fiscal year of the Company shall not
exceed 500,000 shares of Stock;






	 	(c)	 	The maximum number of shares of Stock that may be granted in the form of Restricted
Stock, Restricted Stock Units, Stock Payments, or Performance-Based Awards in any fiscal
year of the Company shall not exceed 250,000 shares of Stock (with such limit applying to
each such form of Award on an individual and not an aggregate basis); and






	 	(d)	 	No Award granted in any fiscal year of the Company that provides for payment in cash
shall exceed $2,000,000.






	3.4	 	Limitation on Independent Director Awards. Notwithstanding any provision in the Plan to the
contrary, and subject to Article 10, the maximum aggregate grant date fair value of Awards
granted to any Independent Director in any calendar year shall be $500,000.






	3.5	 	Award Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary,
but subject to Section 10.1 of the Plan, Awards shall vest no earlier than the first
anniversary of the date the Award is granted; provided, however, that, notwithstanding the
foregoing, the following Awards may be granted without regard to such minimum vesting
provisions: (a) Awards that result in the issuance to one or more Participants of an aggregate
of up to five percent (5%) of the shares of Common Stock available pursuant to Section 3.1(a),
and (b) Awards granted to certain Eligible Individuals who are subject to applicable laws
imposing certain requirements or restrictions on the remuneration of such individuals. Nothing
in this Section 3.5 shall preclude the Committee from taking action, in its sole discretion,
to accelerate the vesting of any Award in connection with or following a Participant’s death,
Disability, retirement, termination of employment or service or the consummation of a Change
in Control.






	 	 	Article 4





Eligibility and Participation




	 	 	4.1  Eligibility. Each Eligible Individual shall be eligible to be granted one or more Awards
pursuant to the Plan.






	4.2	 	Participation. Subject to the provisions of the Plan, the Committee may, from time to time,
select from among all Eligible Individuals those to whom Awards shall be granted and shall
determine the nature and amount of each Award. No Eligible Individual shall have any right to
be granted an Award pursuant to this Plan.






	4.3	 	Foreign Participants. In order to assure the viability of Awards granted to Participants
employed in countries other than the United States, the Committee may provide for such special
terms as it may consider necessary or appropriate to accommodate differences in local law, tax
policy, or custom. Moreover, the Committee may approve such supplements to, or amendments,
restatements, or alternative versions of, the Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of the Plan as in effect for any other
purpose; provided, however, that no such supplements, amendments, restatements, or alternative
versions shall increase the share limitations contained in Sections 3.1, 3.2, 3.3 and 3.4 of
the Plan.





Article 5



Stock Options




	 	 	5.1  General. The Committee is authorized to grant Options to Eligible Individuals on the following
terms and conditions:






	 	(a)	 	Exercise Price. The exercise price per share of Stock subject to an Option shall be
determined by the Committee and set forth in the Award Agreement; provided that the
exercise price for any Option shall not be less than 100% of the Fair Market Value of a
share of Stock, on the date of grant.






	 	(b)	 	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; provided that the term of any Option
granted under the Plan shall not exceed ten years. 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.






	 	(c)	 	Payment. The Committee shall determine the methods by which the exercise price of an
Option may be paid, the form of payment, including, without limitation, any one or a
combination of the following: (i) cash, (including check, bank draft or money order) (ii)
            shares of Stock issuable upon exercise of the Option or shares of either class of the
Company’s common stock held for such period of time as may be required by the Committee in
order to avoid adverse accounting consequences, in each case, having a Fair Market Value
on the date of delivery equal to the aggregate exercise price of the Option or exercised
portion thereof, or (iii) by delivery of irrevocable instructions to a broker to sell the
Stock otherwise deliverable upon exercise of the Option and to deliver to the Company an
amount equal to the aggregate exercise price. The Committee shall also determine the
methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants.






	 	(d)	 	Evidence of Grant. All Options shall be evidenced by a written Award Agreement
between the Company and the Participant. The Award Agreement shall include such additional
provisions as may be specified by the Committee.






	 	 	5.2  Incentive Stock Options. The terms of any Incentive Stock Options granted pursuant to the Plan
must comply with the conditions and limitations contained in Section 12.2 and this Section
5.2.






	 	(a)	 	Eligibility. Incentive Stock Options may be granted only to Employees of the Company
or any “subsidiary corporation” thereof (within the meaning of Section 424(f) of the Code
and the applicable regulations promulgated thereunder).






	 	(b)	 	Exercise Price. The exercise price per share of Stock shall be set by the Committee;
provided that subject to Section 5.2(d) the exercise price for any Incentive Stock Option
shall not be less than 100% of the Fair Market Value on the date of grant.






	 	(c)	 	Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the
time the Option is granted) of all shares of Stock with respect to which Incentive Stock
Options are first exercisable by a Participant in any calendar year may not exceed
$100,000 or such other limitation as imposed by Section 422(d) of the Code, or any
successor provision. To the extent that Incentive Stock Options are first exercisable by a
Participant in excess of such limitation, the excess shall be considered Non-Qualified
Stock Options.






	 	(d)	 	Ten Percent Owners. An Incentive Stock Option shall be granted to any individual who,
at the date of grant, owns stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Company only if such Option is granted at a
price that is not less than 110% of Fair Market Value on the date of grant and the Option
is exercisable for no more than five years from the date of grant.






	 	(e)	 	Notice of Disposition. The Participant shall give the Company prompt notice of any
disposition of shares of Stock acquired by exercise of an Incentive Stock Option within
(i) two years from the date of grant of such Incentive Stock Option or (ii) one year after
the transfer of such shares of Stock to the Participant.






	 	(f)	 	Right to Exercise. During a Participant’s lifetime, an Incentive Stock Option may be
exercised only by the Participant.






	5.3	 	Substitution of Stock Appreciation Rights. The Committee may provide in the Award Agreement
evidencing the grant of an Option that the Committee, in its sole discretion, shall have to
right to substitute a Stock Appreciation Right for such Option at any time prior to or upon
exercise of such Option, subject to the provisions of Section 7.2 hereof; provided that such
Stock Appreciation Right shall be exercisable with respect to the same number of shares of
Stock for which such substituted Option would have been exercisable.






	5.4	 	Paperless Exercise. In the event that the Company establishes, for itself or using the
services of a third party, an automated system for the exercise of Options, such as a system
using an internet website or interactive voice response, then the paperless exercise of
Options by a Participant may be permitted through the use of such an automated system.






	5.5	 	Expiration of Option Term: Automatic Exercise of In-The-Money Options. Unless otherwise
provided by the Committee (in an Award Agreement or otherwise) or as otherwise directed by an
Option holder in writing to the Company, each vested and exercisable Option outstanding on the
Automatic Exercise Date with an exercise price per share of Stock that is less than the Fair
Market Value per share of Stock as of such date shall automatically and without further action
by the Option holder or the Company be exercised on the Automatic Exercise Date. In the sole
discretion of the Committee, payment of the exercise price of any such Option shall be made
pursuant to Section 5.1(c)(ii) or, subject to Section 14.13 or any applicable trading policy
of the Company, pursuant to Section 5.1(c)(iii), and the Company or any Subsidiary shall
deduct or withhold an amount sufficient to satisfy all taxes associated with such exercise in
accordance with Section 14.4. Unless otherwise determined by the Committee, this Section 5.5
shall not apply to an Option if the holder of such Option incurs a termination of employment
or service on or before the Automatic Exercise Date. For the avoidance of doubt, no Option
with an exercise price per share of Stock that is equal to or greater than the Fair Market
Value per share of Stock on the Automatic Exercise Date shall be exercised pursuant to this
Section 5.5.





Article 6



Restricted Stock Awards




	6.1	 	Grant of Restricted Stock. The Committee is authorized to make Awards of Restricted Stock to
any Eligible Individual selected by the Committee in such amounts and subject to such terms
and conditions as determined by the Committee. All Awards of Restricted Stock shall be
evidenced by a written Restricted Stock Award Agreement.






	6.2	 	Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including, without
limitation, 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, pursuant to such circumstances, in such installments, or otherwise, as the
Committee determines at the time of the grant of the Award or thereafter.






	6.3	 	Forfeiture. Except as otherwise determined by the Committee at the time of the grant of the
Award or thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Stock that is at that time subject to restrictions shall be
surrendered to the Company and cancelled without consideration. Notwithstanding the foregoing,
the Committee may (a) provide in any Restricted Stock Award Agreement that restrictions or
forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the
event of a Change in Control and/or terminations resulting from specified causes, and (b) in
other cases waive in whole or in part restrictions or forfeiture conditions relating to
Restricted Stock.






	6.4	 	Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be
evidenced in such manner as the Committee shall determine. If certificates representing shares
of Restricted Stock are registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.






	6.5	 	Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to
be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted
Stock rather than as of the date or dates upon which the Participant would otherwise be
taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy
of such election to the Company promptly after filing such election with the Internal Revenue
Service along with proof of the timely filing thereof with the Internal Revenue Service.





Article 7



Stock Appreciation Rights




	 	 	7.1  Grant of Stock Appreciation Rights.






	 	(a)	 	A Stock Appreciation Right may be granted to any Participant selected by the
Committee. A Stock Appreciation Right shall be subject to such terms and conditions not
inconsistent with the Plan as the Committee shall impose and shall be evidenced by an
Award Agreement.






	 	(b)	 	A Stock Appreciation Right shall entitle the Participant (or other person entitled to
exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified
portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its
terms) and to receive from the Company an amount determined by multiplying the difference
obtained by subtracting the exercise price per share of the Stock Appreciation Right from
the Fair Market Value of a share of Stock on the date of exercise of the Stock
Appreciation Right by the number of shares of Stock with respect to which the Stock
Appreciation Right shall have been exercised, subject to any limitations the Committee may
impose.






	7.2	 	Payment and Limitations on Exercise.






	 	(a)	 	Payment of the amounts determined under Section 7.1(b) above shall be in cash, in
Stock (based on its Fair Market Value as of the date the Stock Appreciation Right is
exercised) or a combination of both, as determined by the Committee in the Award
Agreement. To the extent payment for a Stock Appreciation Right is to be made in cash, the
Award Agreement shall specify the date of payment which may be different than the date of
exercise of the Stock Appreciation Right, to the extent necessary to comply with the
requirements to Section 409A of the Code, as applicable. If the date of payment for a
Stock Appreciation Right is later than the date of exercise, the Award Agreement may
specify that the Participant be entitled to earnings on such amount until paid.






	 	(b)	 	To the extent any payment under Section 7.1(b) is effected in Stock it shall be made
subject to satisfaction of all provisions of Article 5 above pertaining to Options.






	7.3	 	Expiration of Stock Appreciation Right Term: Automatic Exercise of In-the-Money Stock
Appreciation Rights. Unless otherwise provided by the Committee (in an Award Agreement or
otherwise) or as otherwise directed by a Stock Appreciation Right holder in writing to the
Company, each vested and exercisable Stock Appreciation Right outstanding on the Automatic
Exercise Date with an exercise price per share of Stock that is less than the Fair Market
Value per share of Stock as of such date shall automatically and without further action by the
Stock Appreciation Right holder or the Company be exercised on the Automatic Exercise Date. In
the sole discretion of the Committee, the Company or any Subsidiary shall deduct or withhold
an amount sufficient to satisfy all taxes associated with such exercise in accordance with
Section 14.4. Unless otherwise determined by the Committee, this Section 7.3 shall not apply
to a Stock Appreciation Right if the holder of such Stock Appreciation Right incurs a
termination of employment or service on or before the Automatic Exercise Date. For the
avoidance of doubt, no Stock Appreciation Right with an exercise price per share of Stock that
is equal to or greater than the Fair Market Value per share of Stock on the Automatic Exercise
Date shall be exercised pursuant to this Section 7.3.






	 	 	Article 8





Performance-Based Awards, Dividend Equivalents, Stock Payments, Restricted Stock Units




	 	 	8.1  Performance-Based Awards.






	 	(a)	 	Any Eligible Individual selected by the Committee may be granted one or more
Performance-Based Awards which shall be denominated either in Stock units of value
including the dollar value of shares of Stock or cash and which may be linked to any one
or more of the Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over any period
or periods determined by the Committee. In making such determinations, the Committee shall
consider (among such other factors as it deems relevant in light of the specific type of
Award) the contributions, responsibilities and other compensation of the particular
Participant.






	 	(b)	 	Applicability to Covered Employees. The designation of a Covered Employee as a
Participant for a Performance Period shall not in any manner entitle the Participant to
receive an Award for the period. Moreover, designation of a Covered Employee as a
Participant for a particular Performance Period shall not require designation of such
Covered Employee as a Participant in any subsequent Performance Period and designation of
one Covered Employee as a Participant shall not require designation of any other Covered
Employees as a Participant in such period or in any other period.






	 	(c)	 	Procedures with Respect to Performance-Based Awards. To the extent necessary to
comply with the Qualified Performance-Based Compensation requirements of Section
162(m)(4)(C) of the Code, with respect to any Award granted under this Article 8 which is
intended to constitute Qualified Performance-Based Compensation and is granted to one or
more Covered Employees, no later than ninety (90) days following the commencement of any
fiscal year in question or any other designated fiscal period or period of service (or
such other time as may be required or permitted by Section 162(m) of the Code), the
Committee shall, in writing, (i) designate one or more Covered Employees,






(ii) select the Performance Criteria applicable to the Performance Period, (iii) establish
the Performance Goals, and amounts of such Awards, as applicable, which may be earned for
such Performance Period, and (iv) specify the relationship between Performance Criteria
and the Performance Goals and the amounts of such Awards, as applicable, to be earned by
each Covered Employee for such Performance Period. Following the completion of each
Performance Period, the Committee shall certify in writing whether the applicable
Performance Goals have been achieved for such Performance Period. In determining the
amount earned by a Covered Employee, the Committee shall have the right to reduce or
eliminate (but not to increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant to the assessment of
individual or corporate performance for the Performance Period.




	 	(d)	 	Payment of Performance-Based Awards. Unless otherwise provided in the applicable
Award Agreement, a Participant must be employed by the Company or a Subsidiary on the day
a Performance-Based Award for such Performance Period is paid to the Participant.
Furthermore, a Participant shall be eligible to receive payment pursuant to a
Performance-Based Award for a Performance Period only if the Performance Goals for such
period are achieved.






	 	(e)	 	Additional Limitations. Notwithstanding any other provision of the Plan, any Award
which is granted to a Covered Employee and is intended to constitute Qualified
Performance-Based Compensation shall be subject to any additional limitations set forth in
Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any
regulations or rulings issued thereunder that are requirements for qualification as
qualified performance-based compensation as described in Section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.






	8.2	 	Dividend Equivalents. Dividend Equivalents may be granted by the Committee based on dividends
declared on the Stock, to be credited as of dividend payment dates during the period between
the date an Award is granted to a Participant and the date such Award vests, is exercised, is
distributed or expires, as determined by the Committee. Such Dividend Equivalents shall be
converted to cash or additional shares of Stock by such formula and at such time and subject
to such limitations as may be determined by the Committee. In addition, Dividend Equivalents
with respect to an Award with performance-based vesting that are based on dividends paid prior
to the vesting of such Award shall only be paid out to the Participant to the extent that the
performance-based vesting conditions are subsequently satisfied and the Award vests.
Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to
Options or Stock Appreciation Rights.






	8.3	 	Stock Payments. The Committee is authorized to make Stock Payments to any Eligible
Individual. The number or value of shares of any Stock Payment shall be determined by the
Committee and may be based upon one or more Performance Criteria or any other specific
criteria, including service to the Company or any Subsidiary, determined by the Committee.
Shares of Stock underlying a Stock Payment which is subject to a vesting schedule or other
conditions or criteria set by the Committee will not be issued until those conditions have
been satisfied. Unless otherwise provided by the Committee, a Participant granted a Stock
Payment shall have no rights as a Company shareholder with respect to such Stock Payment until
such time as the Stock Payment has vested and the Stock underlying the Award have been issued
to the Participant. Stock Payments may, but are not required to be made in lieu of base
salary, short-term incentive awards, fees or other cash compensation otherwise payable to such
Eligible Individual.






	8.4	 	Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to any
Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be
determined by the Committee. The Committee shall specify the date or dates on which the
Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such
conditions to vesting as it deems appropriate, including conditions based on one or more
Performance Criteria or other specific criteria, including service to the Company or any
Subsidiary, in each case on a specified date or dates or over any period or periods, as
determined by the Committee. The Committee shall specify, or permit the Participant to elect,
the conditions and dates upon which the Stock underlying the Restricted Stock Units shall be
issued, which dates shall not be earlier than the date as of which the Restricted Stock Units
vest and become nonforfeitable and which conditions and dates shall be subject to compliance
with Section 409A of the Code. Restricted Stock Units may be paid in cash, Stock, or both, as
determined by the Committee. On the distribution dates, the Company shall issue to the
Participant one unrestricted, fully transferable share of Stock (or the Fair Market Value of
one such share in cash) for each vested and nonforfeitable Restricted Stock Unit.






	8.5	 	Deferred Stock. The Committee is authorized to grant Deferred Stock to any Eligible
Individual. The number of shares of Deferred Stock shall be determined by the Committee and
may (but is not required to) be based on one or more Performance Criteria or other specific
criteria, including service to the Company or any Subsidiary, as the Committee determines, in
each case on a specified date or dates or over any period or periods determined by the
Committee. Shares of Stock underlying a Deferred Stock award which is subject to a vesting
schedule or other conditions or criteria set by the Committee shall be issued on the vesting
date(s) or date(s) that those conditions and criteria have been satisfied, as applicable.
Unless otherwise provided by the Committee, a Participant granted Deferred Stock shall have no
rights as a Company shareholder with respect to such Deferred Stock until such time as the
Award has vested and any other applicable conditions and/or criteria have been satisfied and
the Stock underlying the Award has been issued to the Participant.






	8.6	 	Deferred Stock Units. The Committee is authorized to grant Deferred Stock Units to any
Eligible Individual. The number of Deferred Stock Units shall be determined by the Committee
and may (but is not required to) be based on one or more Performance Criteria or other
specific criteria, including service to the Company or any Subsidiary, as the Committee
determines, in each case on a specified date or dates or over any period or periods determined
by the Committee. Each Deferred Stock Unit shall entitle the Participant to receive one share
of Stock on the date the Deferred Stock Unit becomes vested or upon a specified settlement
date thereafter. Shares of Stock underlying a Deferred Stock Unit award which is subject to a
vesting schedule or other conditions or criteria set by the Committee shall not be issued
until on or following the date that those conditions and criteria have been satisfied. Unless
otherwise provided by the Committee, a Participant granted Deferred Stock Units shall have no
rights as a Company shareholder with respect to such Deferred Stock Units until such time as
the Award has vested and any other applicable conditions and/or criteria have been satisfied
and the Stock underlying the Award have been issued to the Participant.






	8.7	 	Term. The term of a Performance Award, Dividend Equivalent award, Stock Payment award,
Restricted Stock Unit award, Deferred Stock award and/or Deferred Stock Unit award shall be
set by the Committee in its sole discretion.






	8.8	 	Exercise or Purchase Price. The Committee may establish the exercise or purchase price of a
Performance Award, shares distributed as a Stock Payment award, shares distributed pursuant to
a Restricted Stock Unit award, shares of Deferred Stock or shares distributed pursuant to a
Deferred Stock Unit award; provided, however, that value of the consideration shall not be
less than the par value of a share of Stock, unless otherwise permitted by applicable law.






	8.9	 	Termination of Employment or Service. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, a Performance Award, Dividend Equivalent award,
Stock Payment award, Restricted Stock Unit award, Deferred Stock award and/or Deferred Stock
Unit award is only distributable while the Participant is employed by or providing services to
the Company or a Subsidiary. Notwithstanding the foregoing, the Committee may, in its sole
discretion, provide that an Award may be distributed following a Participant’s termination of
employment or service in certain events, including in the event of a Change in Control and/or
terminations resulting from specified causes.






	 	 	Article 9





Provisions Applicable to Awards




	9.1	 	Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the discretion of
the Committee, be granted either alone, in addition to, or in tandem with, any other Award
granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may
be granted either at the same time as or at a different time from the grant of such other
Awards.






	9.2	 	Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth
the terms, conditions and limitations for each Award which may include the term of an Award,
the provisions applicable in the event the Participant’s employment or service terminates, and
the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.






	9.3	 	Limits on Transfer. No right or interest of a Participant in any Award may be pledged,
encumbered, or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Company or a Subsidiary. Except as otherwise provided by the
Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant
other than by will or the laws of descent and distribution. The Committee by express provision
in the Award or an amendment thereto may permit an Award (other than an Incentive Stock
Option) to be transferred to, exercised by and paid to certain persons or entities related to
the Participant, including but not limited to members of the Participant’s family, charitable
institutions, or trusts or other entities whose beneficiaries or beneficial owners are members
of the Participant’s family and/or charitable institutions, or to such other persons or
entities as may be expressly approved by the Committee, pursuant to such conditions and
procedures as the Committee may establish subject to the following terms and conditions: (i)
an Award transferred to a transferee shall not be assignable or transferable by the permitted
transferee other than by will or the laws of descent and distribution; (ii) an Award
transferred to a permitted transferee shall continue to be subject to all the terms and
conditions of the Award as applicable to the original Participant (other than the ability to
further transfer the Award); and (iii) the Participant and the permitted transferee shall
execute any and all documents requested by the Committee, including, without limitation
documents to (A) confirm the status of the transferee as a permitted transferee, (B) satisfy
any requirements for an exemption for the transfer under applicable federal, state and foreign
securities laws and (C) evidence the transfer.






	9.4	 	Beneficiaries. Notwithstanding Section 9.3, 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
pursuant to the Plan is subject to all terms and conditions of the Plan and any Award
Agreement applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or appropriate by the
Committee. If the Participant is married and resides in a community property state, a
designation of a person other than the Participant’s spouse as his or her beneficiary with
respect to more than 50% of the Participant’s interest in the Award shall not be effective
without the prior written consent of the Participant’s spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person entitled thereto
pursuant to the Participant’s will or the laws of descent and distribution. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant at any time
provided the change or revocation is filed with the Committee.






	9.5	 	Stock Certificates; Book Entry Procedures.






	 	(a)	 	Notwithstanding anything herein to the contrary, the Company shall not be required to
issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of
any Award, unless and until the Board has determined, with advice of counsel, that the
issuance and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of any
exchange on which the shares of Stock are listed or traded. All Stock certificates
delivered pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with federal, state,
or foreign jurisdiction, securities or other 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 to
reference restrictions applicable to the Stock. In addition to the terms and conditions
provided herein, the Board may require that a Participant make such reasonable covenants,
agreements, and representations as the Board, in its discretion, deems advisable in order
to comply with any such laws, regulations, or requirements. The Committee shall have the
right to require any Participant to comply with any timing or other restrictions with
respect to the settlement or exercise of any Award, including a window-period limitation,
as may be imposed in the discretion of the Committee.






	 	(b)	 	Notwithstanding any other provision of the Plan, unless otherwise determined by the
Committee or required by any applicable law, rule or regulation, the Company shall not
deliver to any Participant certificates evidencing shares of Stock issued in connection
with any Award and instead such shares of Stock shall be recorded in the books of the
Company (or, as applicable, its transfer agent or stock plan administrator).






	9.6	 	Forfeiture and Claw-Back Provisions. Pursuant to its general authority to determine the terms
and conditions applicable to Awards under the Plan, the Committee shall have the right to
provide, in an Award Agreement or otherwise, or to require a Participant to agree by separate
written or electronic instrument, that:






	 	(a)	 	(i) Any proceeds, gains or other economic benefit actually or constructively received
by a Participant upon any receipt or exercise of an Award, or upon the receipt or resale
of any shares of Stock underlying an Award, shall be paid to the Company, and (ii) the
Award shall terminate and any unexercised portion of the Award (whether or not vested)
shall be forfeited, if (x) a termination of employment or service occurs prior to a
specified date, or within a specified time period following receipt or exercise of the
Award, or (y) the Participant at any time, or during a specified time period, engages in
any activity in competition with the Company, or which is inimical, contrary or harmful to
the interests of the Company, as further defined by the Committee or (z) the Participant
incurs a termination of employment or service for “cause” (as such term is defined in the
sole discretion of the Committee, or as set forth in the Award Agreement relating to such
Award); and






	 	(b)	 	All Awards (including any proceeds, gains or other economic benefit actually or
constructively received by a Participant upon any receipt or exercise of any Award or upon
the receipt or resale of any shares of Stock underlying an Award) shall be subject to the
provisions of any claw-back policy implemented by the Company, including, without
limitation, any claw-back policy adopted to comply with the requirements of applicable
law, including without limitation the Dodd-Frank Wall Street Reform and Consumer
Protection Act and any rules or regulations promulgated thereunder, to the extent set
forth in such claw-back policy and/or in the applicable Award Agreement.






	 	 	Article 10





Changes in Capital Structure




	 	 	10.1  Adjustments.






	 	(a)	 	In the event of any stock dividend, stock split, combination or exchange of shares,
merger, consolidation, spin-off, recapitalization, distribution of Company assets to
shareholders (other than normal cash dividends), or any other corporate event affecting
the Stock or the share price of the Stock other than an Equity Restructuring, the
Committee may make equitable adjustments, if any, to reflect such changes with respect to






(i) the aggregate number and type of shares that may be issued under the Plan (including,
but not limited to, adjustments of the limitations in Sections 3.1 and 3.3); (ii) the
number and type of shares subject to outstanding Awards; (iii) the terms and conditions of
any outstanding Awards (including, without limitation, any applicable performance targets
or criteria with respect thereto); and (iv) the grant or exercise price per share for any
outstanding Awards under the Plan. Any adjustment affecting an Award intended as Qualified
Performance-Based Compensation shall be made consistent with the requirements of Section
162(m) of the Code.




	 	(b)	 	In the event of any transaction or event described in Section 10.1(a) or any unusual
or nonrecurring transactions or events affecting the Company, any affiliate of the
Company, or the financial statements of the Company or any affiliate (including without
limitation any Change in Control), or of changes in applicable laws, regulations or
accounting principles, and whenever the Committee determines that action is appropriate in
order to prevent the dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan or with respect to any Award under the Plan,
to facilitate such transactions or events or to give effect to such changes in laws,
regulations or principles, the Committee, in its sole discretion and on such terms and
conditions as it deems appropriate, either by amendment of the terms of any outstanding
Awards or by action taken prior to the occurrence of such transaction or event and either
automatically or upon the Participant’s request, is hereby authorized to take any one or
more of the following actions:






	 	(i)	 	To provide for either:






	 	(a)	 	the termination, by the surrender, of any such Award in exchange for an
amount of cash and/or other property, if any, equal to the amount by which the fair
market value of the Stock which the Award represents exceeds the Award exercise
price for all or part of the shares of Stock which are related to such Award and
that would have been attained upon the exercise of such Award or realization of the
Participant’s rights (and, for the avoidance of doubt, if as of such date the
Committee determines in good faith that no amount would have been attained upon the
exercise of such Award or realization of the Participant’s rights, then such Award
may be terminated by the Company without payment); or






	 	(b)	 	The replacement of such Award with other rights or property selected by
the Committee, in its sole discretion, having an aggregate value not exceeding the
amount that could have been attained upon the exercise of such Award or realization
of the Participant’s rights had such Award been currently exercisable or payable or
fully vested;






	 	(ii)	 	To provide that such Award be assumed by the successor or survivor
corporation, or a parent or subsidiary thereof, or shall be substituted for by similar
options, rights or awards covering the stock of the successor or survivor corporation,
or a parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of shares and prices;






	 	(iii)	 	To make adjustments in the number and type of shares of Stock (or other
securities or property) subject to outstanding Awards, and in the number and kind of
outstanding Restricted Stock and/or in the terms and conditions of (including the
grant or exercise price), and the criteria included in, outstanding Awards and Awards
which may be granted in the future;






	 	(iv)	 	To provide that any such Award shall be exercisable or payable or fully
vested with respect to all shares of Stock covered thereby, notwithstanding anything
to the contrary in the Plan or the applicable Award Agreement; and






	 	(v)	 	To provide that any such Award cannot vest, be exercised or become payable
after such event.






	 	(c)	 	In connection with the occurrence of any Equity Restructuring, and notwithstanding
anything to the contrary in Sections 10.1(a) and 10.1(b):






	 	(i)	 	The number and type of securities subject to each outstanding Award and the
exercise price or grant price thereof, if applicable, shall be equitably adjusted;
and/or






	 	(ii)	 	The Committee shall make such equitable adjustments, if any, as the
Committee, in its sole discretion, may deem appropriate to reflect such Equity
Restructuring with respect to the aggregate number and kind of shares of Stock that
may be issued under the Plan (including, but not limited to, adjustments of the
limitations in Sections 3.1 and 3.3). The adjustments provided under this Section
10.1(c) shall be nondiscretionary and shall be final and binding on the affected
Participant and the Company.






	10.2	 	Acceleration Upon a Change in Control.






	 	(a)	 	Notwithstanding the provisions of Section 10.1, Awards shall become fully exercisable
and all forfeiture restrictions on such Awards shall lapse upon a Change in Control. Upon,
or in anticipation of, a Change in Control, the Committee may give each Participant the
right to exercise such Awards during a period of time as the Committee, in its sole and
absolute discretion, shall determine.






Additionally, each Participant who is an Officer, or any other Participant in the discretion
of the Committee may surrender any Award during the 30-day period following a Change in
Control and receive in cash in lieu of exercising any Award the amount by which the fair
market value of the Stock exceeds the exercise price for all or part of the shares of Stock
subject to such Award. For this purpose, the fair market value of the Stock shall be deemed
to be the closing price of one share of the Company’s Stock on the New York Stock Exchange on
that day, or within the 60 days preceding the date on which the Change in Control occurs, on
which such closing price was the highest. In the event that the shares are not listed or
admitted to trading on such exchange, the fair market value shall be deemed to be the closing
price of one share of the Company’s Stock on the principal national securities exchange on
which the shares are listed or admitted to trading, or, if the shares are not listed or
admitted to trading on any national securities exchange, the average of the highest reported
bid and lowest reported asked prices as reported on the Nasdaq or similar organization if the
Nasdaq is no longer reporting such information. If on any such date the shares are not quoted
by any such organization, the fair market value of the shares on such date, as determined in
good faith by the Board of Directors of the Company, shall be used.




	10.3	 	No Other Rights. Except as expressly provided in the Plan, no Participant shall have any
rights by reason of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend, any increase or decrease in the number of shares of stock of any
class or any dissolution, liquidation, merger, or consolidation of the Company or any other
corporation. Except as expressly provided in the Plan or pursuant to action of the Committee
under the Plan, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares of Stock subject to an Award or
the grant or exercise price of any Award.






	 	 	Article 11





Administration




	11.1	 	Committee. The Plan shall be administered by the Compensation Committee (the “Committee”)
consisting solely of at least two or more members of the Board who are each Non-Employee
Directors and “outside directors,” within the meaning of Section 162(m) of the Code.
Additionally, to the extent required by applicable law, each of the individuals constituting
the Compensation Committee of the Board (or another committee or subcommittee of the Board or
the Compensation Committee of the Board assuming the functions of the Committee under the
Plan) shall be an “independent director” under the rules of any securities exchange or
automated quotation system on which the Stock is listed, quoted or traded. Notwithstanding the
foregoing, any action taken by the Committee shall be valid and effective, whether or not
members of the Committee at the time of such action are later determined not to have satisfied
the requirements for membership set forth in this Section 11.1 or otherwise provided in any
charter of the Committee. Except as may otherwise be provided in any charter of the Committee,
appointment of Committee members shall be effective upon acceptance of appointment. Committee
members may resign at any time by delivering written or electronic notice to the Board.
Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a)
the full Board, acting by a majority of its members in office, shall conduct the general
administration of the Plan with respect to Awards granted to Non-Employee Directors and, with
respect to such Awards, the term “Committee” as used in the Plan shall be deemed to refer to
the Board and (b) the Board or Committee may delegate its authority hereunder to the extent
permitted by Section 11.5.






	11.2	 	Action by the Committee. Unless otherwise established by the Board or in any charter of the
Committee, a majority of the Committee shall constitute a quorum. The acts of a majority of
the members present at any meeting at which a quorum is present, and acts approved in writing
by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the
Committee. 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 Subsidiary, the Company’s independent registered public accountants, or any
executive compensation consultant or other professional retained by the Company to assist in
the administration of the Plan. The Committee shall select one of its members as a Chairman,
who shall preside at meetings and who shall have authority to execute and deliver documents on
behalf of the Committee. Meetings of the Committee shall be held at such times and places as
the members thereof may determine.






	11.3	 	Authority of Committee. Subject to any specific designation in the Plan, the Committee has
the exclusive power, authority and discretion to:






	 	(a)	 	Designate Eligible Individuals to receive Awards;






	 	(b)	 	Determine the type or types of Awards to be granted to each Eligible Individual;






	 	(c)	 	Determine the number of Awards to be granted and the number of shares of Stock to
which an Award will relate;






	 	(d)	 	Determine the terms and conditions of any Award granted pursuant to the Plan,
including, but not limited to, the exercise price, grant price, or purchase price, any
Performance Criteria, any restrictions or limitations on the Award, any schedule for
vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, any provisions related to non-competition and
recapture of gain on an Award, based in each case on such considerations as the Committee
in its sole discretion determines; provided, however, that the Committee shall not have
the authority to accelerate the vesting or waive the forfeiture of any Award that is
intended to constitute Qualified Performance-Based Compensation;






	 	(e)	 	Determine whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards,
or other property, or an Award may be canceled, forfeited, or surrendered;






	 	(f)	 	Prescribe the form of each Award Agreement, 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 and regulations as it may deem necessary or
advisable to administer the Plan;






	 	(i)	 	Interpret the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and






	 	(j)	 	Make all other decisions and determinations that may be required pursuant to the Plan
or as the Committee deems necessary or advisable to administer the Plan.






	11.4	 	Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to
the Plan, any Award Agreement and all decisions and determinations by the Committee with
respect to the Plan are final, binding, and conclusive on all parties.






	11.5	 	Delegation of Authority. To the extent permitted by applicable law, the Board or Committee
may from time to time delegate to a committee of one or more members of the Board or one or
more officers of the Company the authority to grant or amend Awards or to take other
administrative actions pursuant to this Article 11; provided, however, that in no event shall
an officer of the Company be delegated the authority to grant awards to, or amend awards held
by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange
Act, (b) Covered Employees or (c) officers of the Company (or Directors) to whom authority to
grant or amend Awards has been delegated hereunder; provided, further, that any delegation of
administrative authority shall only be permitted to the extent it is permissible under Section
162(m) of the Code and other applicable law. Any delegation hereunder shall be subject to the
restrictions and limits that the Board or Committee specifies at the time of such delegation,
and the Board may at any time rescind the authority so delegated or appoint a new delegatee.
At all times, the delegatee appointed under this Section 11.5 shall serve in such capacity at
the pleasure of the Board and the Committee.






	 	 	Article 12





Effective and Expiration Date




	12.1	 	Effective Date. The Plan was originally effective on May 2, 2005, the date the Plan was
initially approved by the Company’s shareholders, and was previously amended and restated
effective as of May 3, 2010, the date the Plan (as previously amended and restated) was
approved by the Company’s shareholders. This amendment and restatement of the Plan shall be
effective on the date it is approved by the Company’s shareholders (the “Restatement Effective
Date”). The Plan, as amended and restated herein, will be deemed to be approved by the
shareholders if it receives the affirmative vote of a majority of the votes cast at a meeting
duly held in accordance with the applicable provisions of the Company’s By-laws. In the event
that the Company’s shareholders do not approve this amendment and restatement of the Plan, the
Plan will continue in full force and effect on its terms and conditions as in effect
immediately prior to the date that the Plan (as amended and restated herein) was approved by
the Board.






	12.2	 	Expiration Date. The Plan will expire on, and no Incentive Stock Option or other Award may be
granted pursuant to the Plan after, the tenth anniversary of the Restatement Effective Date.
Any Awards that are outstanding on the tenth anniversary of the Restatement Effective Date
shall remain in force according to the terms of the Plan and the applicable Award Agreement.






	 	 	Article 13





Amendment, Modification, and Termination




	13.1	 	Amendment, Modification, and Termination. With the approval of the Board, at any time and
from time to time, the Committee may terminate, amend or modify the Plan; provided, however,
that (a) to the extent necessary and desirable to comply with any applicable law, regulation,
or stock exchange rule, the Company shall obtain shareholder approval of any Plan amendment in
such a manner and to such a degree as required, and (b) shareholder approval is required for
any amendment to the Plan that (i) increases the number of shares available under the Plan
(other than any adjustment as provided by Article 10), (ii) permits the Committee to grant
Options or Stock Appreciation Rights with an exercise or base price that is below Fair Market
Value on the date of grant, (iii) permits the Committee to extend the exercise period for an
Option or Stock Appreciation Right beyond ten years from the date of grant, or (iv) results in
a material increase in benefits or a change in eligibility requirements. Notwithstanding any
provision in this Plan to the contrary, absent approval of the shareholders of the Company,
(i) no Option or Stock Appreciation Right may be amended to reduce the per share exercise or
base price of the shares subject to such Option or Stock Appreciation Right below the per
share exercise or base price as of the date the Option or Stock Appreciation Right is granted
(ii) no Option or Stock Appreciation Right may be cancelled in exchange for cash when the per
share exercise or base price of such Award exceeds the Fair Market Value of the underlying
            shares of stock, and (iii) except as permitted by Article 10, no Option or Stock Appreciation
Right may be granted in exchange for, or in connection with, the cancellation or surrender of
an Option or Stock Appreciation Right having a higher per share exercise or base price.






	13.2	 	Awards Previously Granted. No termination, amendment, or modification of the Plan shall
adversely affect in any material way any Award previously granted pursuant to the Plan without
the prior written consent of the Participant.






	 	 	Article 14





General Provisions




	14.1	 	Absence from Work. A Participant who is absent from work with the Company or a Subsidiary
because of illness or temporary disability, or who is on leave of absence for such purpose or
reason as the Committee may approve, shall not be deemed during the period of such absence, by
reason of such absence, to have ceased to be an Employee of the Company or a Subsidiary. Where
a cessation of employment is to be considered a retirement with the consent of the Company or
by reason of Disability for the purpose of this Plan shall be determined by the Committee,
which determination shall be final and conclusive.






	14.2	 	No Rights to Awards. No Eligible Individual or other person shall have any claim to be
granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated
to treat Eligible Individuals, Participants or any other persons uniformly.






	14.3	 	No Shareholder Rights. Except as otherwise provided herein, a Participant shall have none of
the rights of a shareholder with respect to shares of Stock covered by any Award until the
Participant becomes the record owner of such shares of Stock.






	14.4	 	Withholding. The Company or any Subsidiary shall have the authority and the right to deduct
or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, local and foreign taxes (including the Participant’s FICA, employment tax or
other social security contribution obligation) required by law to be withheld with respect to
any taxable event concerning a Participant arising as a result of this Plan. The Committee may
in its discretion and in satisfaction of the foregoing requirement allow a Participant to
elect to have the Company withhold shares of Stock otherwise issuable under an Award (or allow
the surrender of shares of Stock) having a Fair Market Value equal to the sums required to be
withheld. Notwithstanding any other provision of the Plan, the number of shares of Stock which
may be so withheld or surrendered with respect to the issuance, vesting, exercise or payment
of any Award (or which may be repurchased from the Participant of such Award within six months
(or such other period as may be determined by the Committee) after such shares of Stock were
acquired by the Participant from the Company) in order to satisfy the Participant’s federal,
state, local and foreign income and payroll tax liabilities with respect to the issuance,
vesting, exercise or payment of the Award shall be limited to the number of shares which have
a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of
such liabilities based on the minimum statutory withholding rates for federal, state, local
and foreign income tax and payroll tax purposes that are applicable to such supplemental
taxable income. The Committee shall determine the fair market value of the shares of Stock,
consistent with the applicable provisions of the Code, for tax withholding obligations due in
connection with a broker-assisted cashless Option or Stock Appreciation Right exercise
involving the sale of shares of Stock to pay the Option or Stock Appreciation Right exercise
price or any tax withholding obligation.






	14.5	 	No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall
interfere with or limit in any way the right of the Company or any Subsidiary to terminate any
Participant’s employment or services at any time, nor confer upon any Participant any right to
continue in the employ or service of the Company or any Subsidiary.






	14.6	 	Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive
compensation. With respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award Agreement shall give the Participant any rights
that are greater than those of a general creditor of the Company or any Subsidiary.






	14.7	 	Indemnification. To the extent allowable pursuant to applicable law, each member of the
Committee or of the Board shall be indemnified and held harmless by the Company from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by such member 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 or failure to act
pursuant to the Plan and against and from any and all amounts paid by him or her in
satisfaction of judgment in such action, suit, or proceeding against him or her; provided he
or she gives the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or
By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.






	14.8	 	Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account
in determining any benefits pursuant to any pension, retirement, savings, profit sharing,
group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the
extent otherwise expressly provided in writing in such other plan or an agreement thereunder.






	14.9	 	Expenses. The expenses of administering the Plan shall be borne by the Company and its
Subsidiaries.






	14.10	 	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.






	14.11	 	Fractional Shares. No fractional shares of Stock 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 as appropriate.






	14.12	 	Section 409A. To the extent that the Committee determines that any Award granted under the
Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall
incorporate the terms and conditions required by Section 409A of the Code. To the extent
applicable, the Plan and any Award Agreements shall be interpreted in accordance with Section
409A of the Code and Department of Treasury regulations and other interpretive guidance issued
thereunder. Notwithstanding any provision of the Plan to the contrary, in the event that the
Committee determines that any Award may be subject to Section 409A of the Code and related
Department of Treasury guidance (including such Department of Treasury guidance as may be
issued after the date such Award is granted), the Committee may adopt such amendments to the
Plan and the applicable Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions, that
the Committee determines are necessary or appropriate to (a) exempt the Award from Section
409A of the Code and/or preserve the intended tax treatment of the benefits provided with
respect to the Award, or (b) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance and thereby avoid the application of any penalty taxes
under such Section.






	14.13	 	Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the
Plan, the Plan, and any Award granted or awarded to any Participant who is then subject to
Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule.






	14.14	 	Government and Other Regulations. The obligation of the Company to make payment of Awards in
Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to
such approvals by government agencies as may be required. The Company shall be under no
obligation to register pursuant to the Securities Act, any of the shares of Stock paid
pursuant to the Plan. If the shares paid pursuant to the Plan may in certain circumstances be
exempt from registration pursuant to the Securities Act, the Company may restrict the transfer
of such shares in such manner as it deems advisable to ensure the availability of any such
exemption.






	14.15	 	Governing Law. The Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of Connecticut.