EXHIBIT 10.6
 LA-Z-BOY INCORPORATED
2004 LONG-TERM EQUITY AWARD PLAN
   (1)
    
    To provide an additional incentive for selected management and other Employees to
further the growth, development and financial success of the Company by personally
benefiting through the ownership of Company stock and/or rights which recognize such
growth, development and financial success.(2)
    
    To enable the Company to obtain and retain the services of Employees considered
essential to the long range success of the Company by offering them an opportunity to own
stock in the Company and/or rights which will reflect the growth, development and
financial success of the Company.
 ARTICLE I.
DEFINITIONS
        (a)
    
    Any person or group (as such terms are used with respect to Section 13(d) or
14(d) of the Exchange Act), other than pursuant to a transaction or agreement approved in
advance by the Board, becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of voting securities representing 25% or more of the combined voting power
of all then outstanding voting securities of the Company, or obtains the right to acquire
such beneficial ownership (any such person or group an Acquiring Person);(b)
    
    During any period of 24 consecutive calendar months, the individuals who at the
beginning of such period constituted the Board, and any new members of the Board whose
election by the Board or whose nomination for election by Company shareholders was
approved by a vote of at least two-thirds of the members of the Board who either were
Board members at the beginning of the period or whose election or nomination to the Board
was previously so approved, cease for any reason to constitute at least a majority of the
Board members; or
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(c)
    
    If, at any time while there is an Acquiring Person, there occurs (x) a merger or
consolidation to which the Company is a party, whether or not the Company is the surviving
or resulting corporation, (y) a reorganization (including, without limitation, a share
exchange) pursuant to which the Company becomes a subsidiary of another entity, or (z) the
sale of all or substantially all of the assets of the Company, unless such merger,
consolidation, reorganization, or asset sale is approved by a majority of the Board
members who were members of the Board prior to the time the Acquiring Person became such.
      (a)
    
    The shareholders of the Company approve a merger or consolidation of the Company with
any other corporation (or other entity), other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; provided, however, that a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction) in which no person
acquires more than 25% of the combined voting power of the Companys then outstanding
securities shall not constitute a Corporate Transaction; or(b)
    
    The shareholders of the Company approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of all or substantially all of
the Companys assets.
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(a)
    
    net income, (b) pre-tax income, (c) operating income or margin, (d) cash flow, (e)
earnings per share, (f) return on equity, (g) return on invested capital or assets, (h)
cost reductions or savings, (i) sales or revenue growth, (j) appreciation in the fair
market value of Common Stock, and (k) earnings before any one or more of the following
items: interest, taxes, depreciation or amortization each as determined in accordance with
generally accepted accounting principles or subject to such adjustments as may be
specified by the Committee with respect to a Performance Award.
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(i)
    
    bad judgment,(ii)
    
    ordinary negligence, or(iii)
    
    any act or omission that Employee believed in good faith to have been in (or
not opposed to) the interests of the Company (without intent of Employee to gain
therefrom, directly or indirectly, a profit to which he was not legally entitled).
 ARTICLE II.
SHARES SUBJECT TO PLAN
 Shares Subject to Plan.
 (a)
    
    The shares of stock subject to Awards shall be Common Stock, initially shares
of the Companys Common Stock. Subject to adjustment as provided in Section 10.3, the
aggregate number of such shares which may be issued upon exercise of such Options or
rights or upon any other Awards under the Plan shall not exceed five million shares,
and the aggregate number of shares that may be issued as Restricted Stock and
Performance Awards shall not exceed 3,500,000 shares. The shares of Common Stock
issuable upon exercise of such Options or rights or upon any other Awards will be
previously authorized but unissued shares.(b)
    
    The maximum number of shares which may be subject to Awards granted under the
Plan to any individual in any fiscal year of the Company shall not exceed the Award
Limit. Where a Performance Award is based on performance criteria measured over more
than one fiscal year, the entire potential Performance Award shall be included as part
of the Award Limit for the first year of the entire performance cycle.
 Add-back of Options and Other Awards.
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ARTICLE III.
GRANTING OF AWARDS
 Award Agreement.
  (i)
    
    For Named Executive Officers, Executive Management Employees, and
Senior Management Employees: 25% as Options, 25% as Restricted Stock Awards, and
50% as Performance Awards;(ii)
    
    For Key Management Employees: 34% as Options, 33% as Restricted Stock
Awards and 33% as Performance Awards; and(iii)
    
    Notwithstanding (i) and (ii), one-year and two-year Performance Awards
made on or before September 1, 2004, pursuant to Section 8.3(a) of the Plan shall
be excluded in the determination of such ratio of values.
   Provisions Applicable to Section 162(m) Participants.
 (a)
    
    The Administrator, in its discretion, may determine whether an Award is to
qualify as performance-based compensation as described in Section 162(m)(4)(C) of the
Code.(b)
    
    Notwithstanding anything in the Plan to the contrary, the Administrator may
grant any Award to a Section 162(m) Participant, including Restricted Stock the
restrictions with respect to which lapse upon the attainment of performance goals which
are related to one or more of the Performance Criteria and any Performance Award
described in Article VIII that becomes payable upon the attainment of performance goals
which are related to one or more of the Performance Criteria.(c)
    
    To the extent necessary to comply with the performance-based compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted
under Articles VII and VIII which may be granted to one or more Section 162(m)
Participants, 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
Administrator shall, in writing, (i) select the Performance Criteria applicable to the
fiscal year or other designated fiscal period or period of service, (ii) establish the
various performance targets, in terms of an objective formula or standard, and amounts
of such Awards, as applicable, which may be earned for such fiscal year or other
designated fiscal period or period of service, and (iii) specify the relationship
between Performance Criteria and the performance targets and the amounts of such
Awards, as applicable, to be earned by each Section 162(m) Participant for such fiscal
year or other designated fiscal period or period of service. Following the completion
of each fiscal year or other designated fiscal period or
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period of service, the Administrator shall certify in writing whether the applicable
performance targets have been achieved for such fiscal year or other designated fiscal
period or period of service. In determining the amount earned by a Section 162(m)
Participant, the Administrator shall have the right to reduce (but not to increase) the
amount payable at a given level of performance to take into account additional factors
that the Administrator may deem relevant to the assessment of individual or corporate
performance for the fiscal year or other designated fiscal period or period of service.
 (d)
    
    Furthermore, notwithstanding any other provision of the Plan or any Award which
is granted to a Section 162(m) Participant and is intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code 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 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.
 Limitations Applicable to Section 16 Persons.
 Consideration.
 At-Will Employment.
 Prohibition on Repricing.
 ARTICLE IV.
GRANTING OF OPTIONS TO EMPLOYEES
 Eligibility.
 Granting of Options to Employees.
 (a)
    
    The Administrator shall from time to time, in its absolute discretion, and
subject to applicable limitations of the Plan:
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(i)
    
    Determine which Management Participants (including but not limited to
Employees who have previously received Awards under the Plan) shall be granted
Options;(ii)
    
    Subject to the Award Limit, determine the number of shares to be
subject to such Options granted to the selected Employees;(iii)
    
    Determine whether such Options are to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code; and(iv)
    
    Determine the terms and conditions of such Options, consistent with the
Plan; provided, however, that the terms and conditions of Options intended to
qualify as performance-based compensation as described in Section 162(m)(4)(C) of
the Code shall include, but not be limited to, such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of the Code.
 (b)
    
    Upon the selection of an Employee to be granted an Option, the Administrator
shall instruct the Secretary of the Company to issue the Option and may impose such
conditions on the grant of the Option as it deems appropriate.
 Options in Lieu of Cash Compensation.
 ARTICLE V.
TERMS OF OPTIONS
 Option Price.
 Option Term.
 Option Vesting.
 (a)
    
    An Option granted to an Employee shall vest in the Holder as follows:25% of the shares subject to an Option shall become vested on each of the first four
anniversaries of the grant date. (Thus, for example, if an option to purchase 400
shares is granted as of May 1, 2004, the Holder shall be entitled to exercise as to 100
shares on May 1, 2005; an additional 100 shares on May 1, 2006; an additional 100 shares
on May 1, 2007; and the final 100 shares on May 1, 2008.) Rights that do not vest shall
be forfeited.At any time after grant of an Option, the Administrator may, in its sole and absolute
discretion and subject to whatever terms and conditions it selects, accelerate the
period during which an Option granted to an Employee vests.(b)
    
    No portion of an Option granted to an Employee which is unexercisable at
Termination of Employment shall thereafter become exercisable, except as may be
otherwise provided by the Administrator either in the Award Agreement or by action of
the Administrator following the grant of the Option.
 Substitute Awards.
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(a)
    
    The aggregate Fair Market Value (as of the date such Substitute Award is
granted) of the shares subject to the Substitute Award; over(b)
    
    The aggregate exercise price thereof does not exceed the excess of:(c)
    
    The aggregate fair market value (as of the time immediately preceding the
transaction giving rise to the Substitute Award, such fair market value to be
determined by the Administrator) of the shares of the predecessor entity that were
subject to the grant assumed or substituted for by the Company; over(d)
    
    The aggregate exercise price of such shares.
 ARTICLE VI.
EXERCISE OF OPTIONS
 Partial Exercise.
 Manner of Exercise.
 (a)
    
    A written notice complying with the applicable rules established by the
Administrator stating that the Option, or a portion thereof, is exercised. The notice
shall be signed by the Holder or other person then entitled to exercise the Option or
such portion of the Option;(b)
    
    Such representations and documents as the Administrator, in its absolute
discretion, deems necessary or advisable to effect compliance with all applicable
provisions of the Securities Act and any other federal or state securities laws or
regulations. The Administrator may, in its absolute discretion, also take whatever
additional actions it deems appropriate to effect such compliance including, without
limitation, placing legends on share certificates and issuing stop-transfer notices to
agents and registrars;(c)
    
    In the event that the Option shall be exercised pursuant to Section 10.1 by any
person or persons other than the Holder, appropriate proof of the right of such person
or persons to exercise the Option; and(d)
    
    Full cash payment to the Secretary of the Company for the shares with respect
to which the Option, or portion thereof, is exercised. However, the Administrator may,
in its discretion, (i) allow payment, in whole or in part, through the delivery of
            shares of Common Stock which have been owned by the Holder for at least six months,
duly endorsed for transfer to the Company with a Fair Market Value on the date of
delivery equal to the aggregate exercise price of the Option or exercised portion
thereof; (ii) allow payment, in whole or in part, through the surrender of shares of
Common Stock then issuable upon exercise of the Option having a Fair Market Value on
the date of Option exercise equal to the aggregate exercise price of the Option or
exercised portion thereof; (iii) allow payment, in whole or in part, through the
delivery of a notice that the Holder has placed a market sell order with a broker with
respect to shares of Common Stock then issuable upon exercise of the Option, and that
the broker pays a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price; or (iv) allow payment through any
combination of the consideration provided in the foregoing subparagraphs (i), (ii) and
(iii).
 Conditions to Issuance of Stock Certificates.
 (a)
    
    The admission of such shares to listing on all stock exchanges on which such
class of stock is then listed;
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(b)
    
    The completion of any registration or other qualification of such shares under
any state or federal law, or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body which the Administrator
shall, in its absolute discretion, deem necessary or advisable;(c)
    
    The obtaining of any approval or other clearance from any state or federal
governmental agency which the Administrator shall, in its absolute discretion,
determine to be necessary or advisable;(d)
    
    The lapse of such reasonable period of time following the exercise of the
Option as the Administrator may establish from time to time for reasons of
administrative convenience; and(e)
    
    The receipt by the Company of full payment for such shares, including payment
of any applicable withholding tax, which in the discretion of the Administrator may be
in the form of consideration used by the Holder to pay for such shares under Section
6.2(d).
  Rights as Shareholders.
 Ownership and Transfer Restrictions.
 Additional Limitations on Exercise of Options.
 ARTICLE VII.
AWARD OF RESTRICTED STOCK
 Eligibility.
 (a)
    
    Any Management Participant selected by the Administrator shall be eligible for
grant of a number of shares of Restricted Stock determined by the Administrator,
subject to the Award Limit.(b)
    
    An Employee who is newly hired or newly promoted into a Management Participant
position may, in the sole discretion of the Companys Chief Executive Officer, be
awarded up to 10,000 shares of Restricted Stock; provided, however, that (i) all such
awards in any fiscal year may not exceed 50,000 shares of Restricted Stock, (ii) the
combined total of shares of Restricted Stock issued in any fiscal year pursuant to part
(a) of this Section 7.1 and this part (b) shall not exceed the Award Limit, and (iii)
all such grants to any Named Executive Officer or Executive Management Employee
(including but not limited to the Companys executive officers as determined under the
applicable rules of the Securities and Exchange Commission) must be approved by the
Administrator.(c)
    
    Up to 30,000 shares of Restricted Stock may, as the Companys Chief Executive
Officer determines, be awarded in each fiscal year of the Company to Employees not
eligible under part (a) of this Section 7.1.
 Award of Restricted Stock.
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(a)
    
    The Administrator may from time to time, in its absolute discretion:
 (i)
    
    Determine which Management Participants (including but not limited to
Employees who have previously received Awards under the Plan) shall be granted
Restricted Stock; and(ii)
    
    Determine the terms and conditions applicable to such Restricted Stock,
consistent with the Plan; provided, that rights to Restricted Stock shall vest as
follows:
 (A)
    
    For Restricted Stock Awards granted prior to June 13, 2008:
 
    
    For Named Executive Officers, Executive Management Employees, and Senior
Management Employees, 25% shall vest on the third anniversary of the
Restricted Stock Award date; an additional 25% shall vest on the fourth
anniversary of the Restricted Stock Award date; and an additional 50% shall
vest on the fifth anniversary of the Restricted Stock Award date; and
    
    For Key Management Employees, 100% shall vest on the third anniversary
of the Restricted Stock Award date.
 (B)
    
    For Restricted Stock Awards granted on or after June 13, 2008:
 
    
    For the Named Executive Officers, 25% shall vest on the third
anniversary of the Restricted Stock Award date, an additional 25% shall
vest on the fourth anniversary of the Restricted Stock Award date, and an
additional 50% shall vest on the fifth anniversary of the Restricted Stock
Award date; and
    
    For Executive Management Employees, Senior Management Employees, and Key
Management Employees, 50% shall vest on the third anniversary of the
Restricted Stock Award date and additional 50% shall vest on the fourth
anniversary of the Restricted Stock Award date.
  (b)
    
    Upon the selection of a Management Participant to be awarded Restricted Stock,
the Administrator shall instruct the Secretary of the Company to issue such Restricted
Stock and may impose such conditions on the issuance of such Restricted Stock as it
deems appropriate.(c)
    
    The Companys Chief Executive Officer may from time to time, in his/her
absolute discretion:
 (i)
    
    Determine which newly hired or newly promoted Management Participants
shall be granted up to 10,000 shares of Restricted Stock, subject to the
requirements of Section 7.1(b); and(ii)
    
    Determine the terms and conditions applicable to such Restricted Stock,
consistent with the Plan; provided, that 
 (A)
    
    For Restricted Stock Awards granted prior to June 13, 2008,
rights to such Restricted Stock issued to Key Management Employees shall become
100% vested on the third anniversary of the Restricted Stock Award date, and
rights to such Restricted Stock issued to Named Executive Officers, Executive
Management Employees, and Senior Management Employees shall become 25% vested
on the third anniversary of the Restricted Stock Award date, an additional 25%
vested on the fourth anniversary of the Restricted Stock Award date, and an
additional 50% vested on the fifth anniversary of the Restricted Stock Award
date; and(B)
    
    For Restricted Stock Awards granted on or after June 13, 2008:
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
    
    For the Named Executive Officers, 25% shall vest on the third
anniversary of the Restricted Stock Award date, an additional 25% shall
vest on the fourth anniversary of the Restricted Stock Award date, and an
additional 50% shall vest on the fifth anniversary of the Restricted Stock
Award date; and
    
    For Executive Management Employees, Senior Management Employees, and Key
Management Employees, 50% shall vest on the third anniversary of the
Restricted Stock Award date and additional 50% shall vest on the fourth
anniversary of the Restricted Stock Award date.Rights that do not vest shall be forfeited.
 (d)
    
    The Companys Chief Executive Officer may from time to time, in his/her
absolute discretion:
 (i)
    
    Determine which other Employees shall be granted shares of Restricted
Stock; and(ii)
    
    Determine the terms and conditions applicable to such Restricted Stock,
consistent with the Plan; provided, that 
 (A)
    
    For Restricted Stock Awards granted prior to June 13, 2008,
rights to such Restricted Stock to other Employees shall become 100% vested on
the third anniversary of the Restricted Stock Award date; and(B)
    
    For Restricted Stock Awards granted on or after June 13, 2008,
rights to such Restricted Stock to other Employees shall become 50% vested on
the third anniversary of the Restricted Stock Award date and an additional 50%
shall vest on the fourth anniversary of the Restricted Stock Award date.Rights that do not vest shall be forfeited.
 (e)
    
    Upon the selection of an Employee to be awarded Restricted Stock, the
Administrator shall instruct the Secretary of the Company to issue such Restricted
Stock and may impose such conditions on the issuance of such Restricted Stock as it
deems appropriate.(f)
    
    When determining the terms and conditions applicable to Restricted Stock,
consistency with the grants being covered by Section 83 of the Code and exempt from
Section 409A of the Code, where applicable, shall be followed.
 Rights as Shareholders.
 Restrictions.
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Repurchase of Restricted Stock.
 Escrow.
 Legend.
 Section 83(b) Election.
 ARTICLE VIII.
PERFORMANCE AWARDS
  Performance Awards.
 (a)
    
    Any Management Participant selected by the Administrator may be granted one or
more Performance Awards. The number of shares of Common Stock issuable under such
Performance Awards may be linked to any one or more of the Performance Criteria or
other specific performance criteria determined appropriate by the Administrator, in
each case on a specified date or dates or over any period or periods determined by the
Administrator. In making such determinations, the Administrator 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 Employee.
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(b)
    
    In making any decisions as to the Employees to whom Performance Awards shall be
made and as to the amount of each such award, the Committee shall take into account
such factors as the duties and responsibilities of the respective Employees, their
present and potential contributions to the success of the Company, and the financial
success of the Company during the year. Not later than 90 days after commencement of
each fiscal year with respect to which Performance Awards may be made, the Committee
shall establish targeted group allocations and targeted financial results, and may
establish targeted individual allocations, for that year. Actual Performance Awards
for such fiscal year shall be based on the attainment of specified types and
combinations of performance measurement criteria, which may differ as to various
Employees or classes thereof, and from time to time. Such criteria may include,
without limitation, (i) the attainment of certain performance levels by, and measured
against objectives of, the Company, the individual Employee, and/or a group of
Employees, (ii) net income growth, (iii) increases in operating efficiency, (iv)
completion of specified strategic actions, (v) the recommendation of the Chief
Executive Officer, and (vi) such other factors as the Committee shall deem important in
connection with accomplishing the purposes of the Plan, provided that any relevant
decisions shall be made in its own discretion solely by the Committee. However, no
Employee or group of Employees shall receive an actual Performance Award greater than
the applicable targeted individual allocation (if any) or group allocation for a given
year, unless due to extraordinary circumstances the Committee deems it appropriate (in
its sole discretion) to make allocations to one or more Employees or groups of
Employees in excess of his/their targeted individual award(s).(c)
    
    The maximum amount of any Performance Award granted to a Participant under this
Article VIII during any fiscal year of the Company shall not exceed the Award Limit
with respect to any fiscal year of the Company. Unless otherwise specified by the
Administrator at the time of grant, the Performance Criteria applicable to a Section
162(m) Participant shall be determined on the basis of generally accepted accounting
principles.
 Term.
 (a)
    
    Following the Effective Date, on a one-time basis, the Administrator may also
grant Performance Awards for one and two year periods (i.e. for the one year period
ending April 30, 2005 and for the two year period ending April 29, 2006.(b)
    
    At any time after the end of the first fiscal quarter within a Performance
Award term, but before the beginning of the last fiscal year of such term, the
Administrator may grant a Performance Award for the term to any employee hired after
the beginning of the term, or any employee who did not previously receive a Performance
Award for such term but subsequently was promoted, and whose new responsibilities the
Administrator determines to merit such an award.
 Disposition Upon Termination of Employment.
 ARTICLE IX.
ADMINISTRATION
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Compensation Committee.
 Duties and Powers of the Administrator.
 Professional Assistance; Good Faith Actions.
 Delegation of Authority to Grant Awards.
 ARTICLE X.
MISCELLANEOUS PROVISIONS
 Transferability of Awards.
 (a)
    
    Except as provided in Section 10.1(b):
 (i)
    
    No Award under the Plan may be sold, pledged, assigned or transferred
in any manner other than by will or the laws of descent and distribution or,
subject to the consent of the Administrator, pursuant to a DRO, unless and until
such Award has been exercised, or the shares underlying such Award have been
issued, and all restrictions applicable to such shares have lapsed.(ii)
    
    No Award or interest or right therein shall be liable for the debts,
contracts or engagements of the Holder or his or her successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect, except to the extent
that such disposition is permitted by the preceding sentence.(iii)
    
    During the lifetime of the Holder, only he or she may exercise an
Option (or any portion thereof) granted to him or her under the Plan, unless it has
been disposed of with the consent of the
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Administrator pursuant to a DRO. After the death of the Holder, any exercisable
portion of an Option may, prior to the time when such portion becomes unexercisable
under the Plan or the applicable Award Agreement, be exercised by his or her
personal representative or by any person empowered to do so under the deceased
Holders will or under the then applicable laws of descent and distribution.
 (b)
    
    Notwithstanding Section 10.1(a), the Administrator, in its sole discretion, may
determine to permit a Holder to transfer an Option to any one or more Permitted
Transferees (as defined below), subject to the following terms and conditions:
 (i)
    
    an Option transferred to a Permitted Transferee shall not be assignable
or transferable by the Permitted Transferee other than by will or the laws of
descent and distribution;(ii)
    
    an Option which is transferred to a Permitted Transferee shall continue
to be subject to all the terms and conditions of the Option as applicable to the
original Holder (other than the ability to further transfer the Option); and(iii)
    
    the Holder and the Permitted Transferee shall execute any and all
documents requested by the Administrator, 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 and
state securities laws and (C) evidence the transfer.
  Amendment, Suspension or Termination of the Plan.
 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the
Company and Other Corporate Events.
 (a)
    
    Subject to Section 10.3(e), in the event that the Administrator determines that
any dividend or other distribution (whether in the form of cash, Common Stock, other
securities or other property), recapitalization, reclassification, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition
of all or substantially all of the assets of the Company, or exchange of Common Stock
or other securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, or other similar corporate transaction
or event, in the Administrators sole discretion, affects the Common Stock such that an
adjustment is determined by the Administrator to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan or with respect to an Award, then the Administrator shall, in
such manner as it may deem equitable, adjust any or all of:
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(i)
    
    The number and kind of shares of Common Stock (or other securities or
property) with respect to which Awards may be granted or awarded (including, but
not limited to, adjustments of the limitations in Section 2.1 on the maximum number
and kind of shares which may be issued and adjustments of the Award Limit);(ii)
    
    The number and kind of shares of Common Stock (or other securities or
property) subject to outstanding Awards; and(iii)
    
    The grant or exercise price with respect to any Award.
 (b)
    
    Subject to Section 10.3(c) and 10.3(e), in the event of any transaction or
event described in Section 10.3(a), any Change in Control, any Corporate Transaction 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, or of
changes in applicable laws, regulations or accounting principles, the Administrator, in
its sole and absolute discretion, and on such terms and conditions as it deems
appropriate, either by the terms of the Award or by action taken prior to the
occurrence of such transaction or event and either automatically or upon the Holders
request, is hereby authorized to take any one or more of the following actions whenever
the Administrator determines that such action is appropriate in order to prevent
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:
 (i)
    
    To provide for either the purchase of any such Award for an amount of
cash equal to the amount that could have been attained upon the exercise of such
Award or realization of the Holders rights had such Award been currently
exercisable or payable or fully vested or the replacement of such Award with other
rights or property selected by the Administrator in its sole discretion;(ii)
    
    To provide that the Award cannot vest, be exercised or become payable
after such event;(iii)
    
    To provide that such Award shall be exercisable as to all shares
covered thereby, notwithstanding anything to the contrary in Section 5.3 or 5.4 or
the provisions of such Award;(iv)
    
    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; and(v)
    
    To make adjustments in the number and type of shares of Common 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
options, rights and awards and options, rights and awards which may be granted in
the future.(vi)
    
    To provide that, for a specified period of time prior to such event,
the restrictions imposed under an Award Agreement upon some or all shares of
Restricted Stock may be terminated, and some or all shares of such Restricted Stock
may cease to be subject to repurchase under Section 7.5 or forfeiture under Section
7.4 after such event.
 (c)
    
    Notwithstanding any other provision of the Plan, immediately prior to any
Change in Control or Corporate Transaction:
 (i)
    
    Any Option Awards that are in effect but not yet vested shall be
exercisable as to all shares covered thereby, notwithstanding anything to the
contrary in Section 5.3 or 5.4 or the provisions of such Awards, and Option Holders
shall be permitted to exercise such Options prior to such Change in Control or
Corporate Transaction;
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(ii)
    
    Any Awards of Restricted Stock that are in effect but not yet vested
shall vest as to all shares covered thereby, notwithstanding anything to the
contrary in Section 7.2 or the provisions of such Awards; the restrictions imposed
under Award Agreements as to such Restricted Stock shall be terminated; and all
            shares of such Restricted Stock shall cease to be subject to repurchase under
Section 7.5 or forfeiture under Section 7.4; and(iii)
    
    Any Performance Awards for unexpired terms shall be paid as if the
term thereof were complete, based on the best financial information available to
the Company of the Companys performance as of the close of business on the day
immediately preceding the Change in Control or Corporate Transaction; provided,
however, that in determining whether and to what extent Performance Criteria of
such Performance Awards have been satisfied, where such Performance Criteria are
based on results that accumulate over the term of such Awards or over one year of
such term (e.g., earnings per share), the performance requirement of such
Performance Criteria shall be prorated in accordance with the portion of the term
or year that occurred prior to the Change in Control or Corporate Transaction.
 (d)
    
    Subject to Sections 10.3(e), 3.2 and 3.3, the Administrator may, in its
discretion, include such further provisions and limitations in any Award, agreement or
certificate, as it may deem equitable and in the best interests of the Company.(e)
    
    With respect to Awards which are granted to Section 162(m) Participants and are
intended to qualify as performance-based compensation under Section 162(m)(4)(C), no
adjustment or action described in this Section 10.3 or in any other provision of the
Plan shall be authorized to the extent that such adjustment or action would cause such
Award to fail to so qualify under Section 162(m)(4)(C), or any successor provisions
thereto. Furthermore, no such adjustment or action shall be authorized to the extent
such adjustment or action would result in short-swing profits liability under Section
16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator
determines that the Award is not to comply with such exemptive conditions. The number
of shares of Common Stock subject to any Award shall always be rounded up to the next
whole number.(f)
    
    The existence of the Plan, the Award Agreement and the Awards granted hereunder
shall not affect or restrict in any way the right or power of the Company or the
shareholders of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Companys capital structure or its business, any
merger or consolidation of the Company, any issue of stock or of options, warrants or
rights to purchase stock or of bonds, debentures, preferred or prior preference stocks
whose rights are superior to or affect the Common Stock or the rights thereof or which
are convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar character or
otherwise.
 Approval of Plan by Shareholders.
 Tax Withholding.
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Forfeiture Provisions.
 Right of Recapture.
 Effect of Plan Upon Options and Compensation Plans.
 (a)
    
    After adoption of the Plan by the Companys shareholders, no new grants or
awards shall be made under the Companys 1997 Restricted Share Plan, its 1997 Incentive
Stock Option Plan, or its Further Amended and Restated 1993 Performance-Based Stock
Plan. However, options, restricted stock, and performance-based target awards granted
under those plans before the Plan is approved by the Companys shareholders shall
remain in effect in accordance with their terms unless otherwise agreed between the
Company and the holder of the option, restricted stock, or performance-based target
award.(b)
    
    Except as provided in Section 10.8(a), the adoption of the Plan shall not
affect any other compensation or incentive plans in effect for the Company or any
Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company
(a) to establish any other forms of incentives or compensation for Employees of the
Company or any Subsidiary, or (b) to grant or assume options or other rights or awards
otherwise than under the Plan in connection with any proper corporate purpose including
but not by way of limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the business,
stock or assets of any corporation, partnership, limited liability company, firm or
association.
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Compliance with Laws.
 Titles.
 Separability of Provisions.
 Governing Law.
 ARTICLE XI
RESTRICTED STOCK UNITS
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