EX-10.26



 





EXHIBIT 10.26




MILACRON INC.

2004 LONG-TERM INCENTIVE PLAN

As Amended November 2, 2006




     1. Purpose of the Plan. The purpose of this Plan is to attract, retain and motivate officers
and other key employees of Milacron Inc. (the “Company”) and its Subsidiaries, to retain qualified
individuals to serve as non-employee members of the Board, and to provide such persons with
appropriate incentives and rewards for superior performance and contribution. The Plan is
effective as of April 1, 2004 (the “Effective Date”), subject to the approval of the Company’s
stockholders.



     2. Definitions. Capitalized terms used herein shall have the meanings assigned to such terms
in this Section 2.



          “Applicable Laws” means the requirements relating to the administration of equity-based
compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the
applicable laws of any other country or jurisdiction where awards are granted under the Plan.




          “Appreciation Right” means a right granted pursuant to Section 5 of this Plan, and shall
include both Tandem Appreciation Rights and Free-Standing Appreciation Rights.




          “Base Price” means the price to be used as the basis for determining the Spread upon the
exercise of a Free-Standing Appreciation Right and a Tandem Appreciation Right.




          “Beneficial Owner” means a beneficial owner as defined in Rule 13d-3 under the Exchange Act.




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




          “Change in Control” shall mean any of the following events:





     (i) A Person or Group other than a trustee or other fiduciary of securities held under
an employee benefit plan of the company or any of its Subsidiaries, is or becomes a
Beneficial Owner, directly or indirectly, of stock of the Company representing 20% or more
of the total voting power of the Company’s then outstanding stock and securities;
provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control: (a) any acquisition directly from
the Company, (b) any acquisition by the Company, (c) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any corporation controlled
by the Company, or (d) any acquisition by any corporation pursuant to a transaction which
complies with clause (a) of section (iii) of this section;




     (ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”), cease for any reason to constitute a majority thereof; provided, however, that any
individual becoming a Director whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least 60% of the Directors then comprising the
Incumbent Board shall be considered as though such individual was a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with respect to the
election or removal of Directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person or Group other than the Board;




     (iii) There is consummated a merger, consolidation or other corporate transaction,
other than (a) a merger, consolidation or transaction that would result in the voting
securities of the Company outstanding immediately prior to such merger, consolidation or
transaction continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof) at least 66-2/3% of
the combined voting power of the stock and securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger, consolidation or



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transaction, or (b) a merger, consolidation or transaction effected to implement a
recapitalization of the Company (or similar transaction) in which no Person or Group is or
becomes the Beneficial Owner, directly or indirectly, of stock and securities of the Company
representing more than 20% of the combined voting power of the Company’s then outstanding
stock and securities;




     (iv) The sale or disposition by the Company of all or substantially all of the
Company’s assets other than a sale or disposition by the Company of all or substantially all
of the assets to an entity at least 66-2/3% of the combined voting power of the stock and
securities of which is owned by Persons in substantially the same proportions as their
ownership of the Company’s voting stock immediately prior to such sale; or




     (v) The stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company.


Notwithstanding any other provision of this Plan to the contrary, a “Change in Control” shall not
occur solely as a result of any change in the combined voting power of the stock and securities of
the Company as a result of any securities issued or issuable pursuant to the transactions
contemplated by the Note Purchase Agreement, dated as of March 12, 2004, by and among Milacron
Inc., Glencore Finance AG and Mizuho International plc, including any securities issued or issuable
in exchange for, upon conversion or exercise of, or as a payment of dividends upon, such
securities.




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




          “Committee” means the Committee described in Section 16 of the Plan.




          “Common Stock” means the common stock of the Company or any security into which such Common
Stock may be changed by reason of any transaction or event of the type referred to in Section 12 of
this Plan.




          “Company” has the meaning given such term in Section 1 of the Plan.




          “Covered Employee” means an Employee who is, or is determined by the Committee to be likely to
become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor
provision).




          “Date of Grant” means the date specified by the Committee on which a grant of Option Rights,
Appreciation Rights, Performance Units or Performance Shares or a grant or sale of Restricted
Shares or Deferred Shares or any awards granted under Section 10 shall become effective.




          “Deferral Period” means the period of time during which Deferred Shares are subject to
deferral limitations under Section 8 of this Plan.




          “Deferred Shares” means an award made pursuant to Section 8 of this Plan of the right to
receive shares of Common Stock at the end of a specified Deferral Period.




          “Director” means a member of the Board of Directors of the Company.




          “Effective Date” has the meaning given such term in Section 1 of the Plan.




          “Employee” means a salaried employee of the Company or any Subsidiary who has demonstrated
significant management potential or who has contributed in a substantial measure to the successful
performance of the Company, as determined by the Committee.




          “Evidence of Award” means an agreement, certificate, resolution or other type or form of
writing or other evidence approved by the Committee which sets forth the terms and conditions of
the Option Rights, Appreciation Rights, Performance Units, Performance Shares, Restricted Shares or
Deferred Shares or any awards

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granted under Section 10. An Evidence of Award may be in an electronic medium, may be limited
to a notation on the books and records of the Company and, with the approval of the Committee, need
not be signed by a representative of the Company or a Participant.




          “Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations
thereunder, as such law, rules and regulations may be amended from time to time.




          “Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5
of this Plan that is not granted in tandem with an Option Right.




          “Group’ means any group as defined in Section 14(d)(2) of the Exchange Act.




          “Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock
options” under Section 422 of the Code or any successor provision. For purposes of clarity,
Incentive Stock Options may only be granted to Employees.




          “Management Objectives” means the measurable performance objective or objectives established
pursuant to this Plan for Participants who have received grants of Performance Units or Performance
Shares or, when so determined by the Committee, Option Rights, Appreciation Rights and Restricted
Shares pursuant to this Plan. Management Objectives may be described in terms of Company-wide
objectives or objectives that are related to the performance of the individual Participant or of
the Subsidiary, division, department, region or function within the Company or Subsidiary in which
the Participant is employed. The Management Objectives may be made relative to the performance of
other corporations. The Management Objectives applicable to any award to a Covered Employee shall
be based on specified levels of or growth in one or more of the following criteria: revenues;
earnings from operations; earnings before or after interest and taxes; net income; cash flow;
earnings per share; working capital; economic value added; return on total capital; return on
invested capital; return on equity; return on assets; total return to stockholders; earnings before
or after interest, taxes, depreciation, amortization or extraordinary or special items; return on
investment; free cash flow; cash flow return on investment (discounted or otherwise); net cash
provided by operations; cash flow in excess of cost of capital; operating margin; profit margin;
stock price and/or strategic business criteria consisting of one or more objectives based on
meeting specified product development, strategic partnering, research and development, market
penetration, geographic business expansion goals, cost targets, customer satisfaction, employee
satisfaction, management of employment practices and employee benefits, supervision of litigation
or information technology, goals relating to acquisitions or divestitures of subsidiaries,
affiliates and joint ventures. Management Objectives may be stated as a combination of the listed
factors. If the Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company, or the manner in which it conducts its business, or
other events or circumstances (including those events and circumstances described in Section 12 of
this Plan) render the Management Objectives unsuitable, the Committee may in its discretion modify
such Management Objectives or the related minimum acceptable level of achievement, in whole or in
part, as the Committee deems appropriate and equitable, except in the case of a Covered Employee to
the extent that such action would result in the loss of the otherwise available exemption of the
award under Section 162(m) of the Code.




          “Market Value per Share” means, as of any particular date, (i) the closing sale price per
share of Common Stock as reported on the principal exchange on which Common Stock of the Company is
then trading, if any, or if there are no sales on such day, on the next preceding trading day
during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of a
share of Common Stock as determined by the Committee.




          “Optionee” means the optionee named in an agreement evidencing an outstanding Option Right.




          “Option Price” means the purchase price payable on exercise of an Option Right.




          “Option Right” means the right to purchase shares of Common Stock from the Company upon the
exercise of an option granted pursuant to Section 4 of this Plan.




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          “Participant” means an Employee or a Director who receives a grant of Option Rights,
Appreciation Rights, Performance Units or Performance Shares or a grant or sale of Restricted
Shares or Deferred Shares or any awards under Section 10.




          “Performance Period” means, in respect of a Performance Unit or Performance Share, a period of
time established pursuant to Section 6 of this Plan within which the Management Objectives relating
to such Performance Share or Performance Unit are to be achieved.




          “Performance Share” means a bookkeeping entry that records the equivalent of one share of
Common Stock awarded pursuant to Section 6 of this Plan.




          “Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00 awarded
pursuant to Section 6 of this Plan.




          “Person” means any person (as defined in Section 3(a)(9) of the Exchange Act, as such term is
modified in Section 13(d) and 14(d) of the Exchange Act) other than (i) any employee plan
established by the Company, (ii) any affiliate (as defined in Rule 12b-2 promulgated under the
Exchange Act) of the Company, (iii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned, directly or indirectly, by stockholders
of the Company in substantially the same proportions as their ownership of the Company.




          “Plan” means this Milacron Inc. 2004 Long-Term Incentive Plan, as amended from time to time.




          “Restricted Shares” means shares of Common Stock granted or sold pursuant to Section 7 of this
Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers
referred to in such Section 7 has expired.




          “Spread” means the excess of the Market Value per Share on the date when an Option Right or
Appreciation Right is exercised, over the per share Option Price or per share Base Price provided
for in the related Option Right or Appreciation Right, respectively.




          “Subsidiary” means a corporation, company or other entity which is designated by the Committee
and in which the Company has a direct or indirect ownership or other equity interest,
provided, however, that for purposes of determining whether any person may be a
Participant for purposes of any grant of Incentive Stock Options, the term “Subsidiary” has the
meaning given to such term in Section 424 of the Code, as interpreted by the regulations thereunder
and applicable law.




          “Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this
Plan that is granted in tandem with an Option Right.




     3. Shares Available Under the Plan.



          a. Subject to adjustment as provided in Section 3(b) and Section 12 of this Plan, the number
of shares of Common Stock that may be issued or transferred (i) upon the exercise of Option Rights
or Appreciation Rights, (ii) as Restricted Shares, (iii) as Deferred Shares, (iv) in payment of
Performance Units or Performance Shares that have been earned, (v) in payment of awards granted
under Section 10 of the Plan or (vi) in payment of dividend equivalents paid with respect to awards
made under the Plan shall not exceed in the aggregate 7,000,000 shares of Common Stock. Such
shares may be shares of original issuance, treasury shares, shares purchased by the Company on the
open market, or a combination of the foregoing.




          b. The Committee may adopt reasonable counting procedures to ensure appropriate counting,
avoid double counting (as, for example, in the case of tandem or substitute awards) and make
adjustments in the number of shares of Common Stock available in Section 3(a) above or otherwise
specified in the Plan or in any award granted hereunder if the number of shares of Common Stock
actually delivered differs from the number of shares of Common Stock previously counted in
connection with an award. Shares of Common Stock subject to

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an award granted under the Plan that is canceled, expired, forfeited, settled in cash or is
otherwise terminated without a delivery of Common Stock to the Participant will again be available
for awards, and Common Stock withheld in payment of the exercise price or taxes relating to an
award granted under the Plan and shares of Common Stock equal to the number surrendered in payment
of any exercise price or taxes relating to an award under the Plan shall be deemed to constitute
Common Stock not delivered to the Participant and shall be deemed to again be available for awards
under the Plan. This Section 3(b) shall apply to the number of shares of Common Stock reserved and
available for Incentive Stock Options only to the extent consistent with applicable Treasury
regulations relating to Incentive Stock Options under the Code.




          c. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and
subject to adjustment as provided in Section 12 of this Plan, (i) the aggregate number of shares of
Common Stock actually issued or transferred by the Company upon the exercise of Incentive Stock
Options shall not exceed 7,000,000 shares of Common Stock; (ii) no Participant shall be granted
Option Rights and Appreciation Rights, in the aggregate, for more than 500,000 shares of Common
Stock during any calendar year; (iii) no Director who is not an Employee shall be granted Option
Rights, Appreciation Rights, Restricted Shares and Deferred Shares, in the aggregate, for more than
10,000 shares of Common Stock during any calendar year.




          d. Notwithstanding any other provision of this Plan to the contrary, in no event shall any
Participant in any calendar year receive awards of (i) Performance Shares, Restricted Shares
specifying Management Objectives or awards granted under Section 10 of the Plan specifying
Management Objectives, which awards, in the aggregate, cover a maximum of more than 500,000 shares
of Common Stock or (ii) Performance Units having an aggregate maximum value as of their respective
Dates of Grant in excess of $2,000,000.




     4. Option Rights. The Committee may, from time to time and upon such terms and conditions as
it may determine, authorize the granting to Employees of Option Rights. Each such grant may
utilize any or all of the authorizations, and shall be subject to all of the limitations, contained
in the following provisions:



          a. Each grant shall specify the number of shares of Common Stock to which it pertains, subject
to adjustments as provided in Section 12 of this Plan.




          b. Each grant shall specify an Option Price per share, which shall be equal to or greater than
the Market Value per Share on the Date of Grant.




          c. Each grant shall specify whether the Option Price shall be payable (i) in cash or by check
acceptable to the Company, (ii) by the actual or constructive transfer to the Company of shares of
Common Stock owned by the Optionee not less than 6 months having a value at the time of exercise
equal to the total Option Price, or (iii) by a combination of such methods of payment. To the
extent permitted by law, any grant may provide for deferred payment of the Option Price from the
proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of
the shares to which such exercise relates.




          d. Grants may be made to the same Employee whether or not any Option Rights previously granted
to such Employee remain unexercised.




          e. Each grant shall specify the period or periods of continuous service by the Optionee with
the Company or any Subsidiary that is necessary before the Option Rights or installments thereof
will become exercisable and may provide for the earlier exercise of such Option Rights in the event
of a Change in Control, retirement, death or disability of the Optionee or other similar
transaction or event as approved by the Committee.




          f. Any grant of Option Rights may specify Management Objectives that must be achieved as a
condition to the exercise of such rights.




          g. Option Rights granted under this Plan may be (i) options, including, without limitation,
Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii)
options that are not intended so to qualify, or (iii) combinations of the foregoing.




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          h. The exercise of an Option Right shall result in the cancellation on a share-for-share basis
of any Tandem Appreciation Right authorized under Section 5 of this Plan.




          i. No Option Right shall be exercisable more than 10 years from the Date of Grant.




          j. Each grant of Option Rights shall be evidenced by an Evidence of Award which shall contain
such terms and provisions, consistent with this Plan and applicable sections of the Code, as the
Committee may approve.




     5. Appreciation Rights.



          a. The Committee may authorize the granting (i) to any Optionee who is also an Employee, of
Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any Employee,
of Free-Standing Appreciation Rights. A Tandem Appreciation Right shall be a right of the
Optionee, exercisable by surrender of the related Option Right, to receive from the Company an
amount determined by the Committee, which shall be expressed as a percentage of the Spread (not
exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any
time prior to the exercise or termination of the related Option Rights; provided,
however, that a Tandem Appreciation Right awarded in relation to an Incentive Stock Option
must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation Right
shall be a right of the Employee to receive from the Company an amount determined by the Committee,
which shall be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of
exercise.




          b. Each grant of Appreciation Rights may utilize any or all of the authorizations, and shall
be subject to all of the requirements, contained in the following provisions:





     (i) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by the Company in cash, in shares of Common Stock or
in any combination thereof and may either grant to the Employee or retain in the
Committee the right to elect among those alternatives.




     (ii) Any grant may specify that the amount payable on exercise of an
Appreciation Right may not exceed a maximum specified by the Committee at the Date
of Grant.




     (iii) Each grant shall specify the period or periods of continuous service by
the Employee with the Company or any Subsidiary that is necessary before the
Appreciation Right or installments thereof will become exercisable and may provide
for the earlier exercise of such Appreciation Rights in the event of a Change in
Control, retirement, death or disability of the Employee or other similar
transaction or event as approved by the Committee.




     (iv) Each grant of an Appreciation Right shall be evidenced by an Evidence of
Award, which shall describe such Appreciation Right, identify any related Option
Right, state that such Appreciation Right is subject to all the terms and conditions
of this Plan, and contain such other terms and provisions, consistent with this Plan
and applicable sections of the Code, as the Committee may approve.




     (v) Any grant may provide for the payment to the Employee of dividend
equivalents thereon in cash or shares of Common Stock on a current, deferred or
contingent basis.



          c. Any grant of Tandem Appreciation Rights shall provide that such Rights may be exercised
only at a time when the related Option Right is also exercisable and at a time when the Spread is
positive, and by surrender of the related Option Right for cancellation.




          d. Regarding Free-Standing Appreciation Rights only:




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     (i) Each grant shall specify in respect of each Free-Standing Appreciation
Right a Base Price, which shall be equal to or greater than the Market Value per
Share on the Date of Grant;




     (ii) Grants may be made to the same Employee regardless of whether any
Free-Standing Appreciation Rights previously granted to the Employee remain
unexercised; and




     (iii) No Free-Standing Appreciation Right granted under this Plan may be
exercised more than 10 years from the Date of Grant.



          e. Any grant of Appreciation rights may specify Management Objectives that must be achieved as
a condition to exercise such rights.




     6. Performance Units and Performance Shares. The Committee may also authorize the granting to
Employees of Performance Units and Performance Shares that will become payable (or payable early)
to an Employee upon achievement of specified Management Objectives. Each such grant may utilize
any or all of the authorizations, and shall be subject to all of the limitations, contained in the
following provisions:



          a. Each grant shall specify the number of Performance Units or Performance Shares to which it
pertains, which number may be subject to adjustment to reflect changes in compensation or other
factors; provided, however, that no such adjustment shall be made in the case of a
Covered Employee where such action would result in the loss of the otherwise available exemption of
the award under Section 162(m) of the Code.




          b. The Performance Period with respect to each Performance Unit or Performance Share shall be
such period of time commencing with the Date of Grant as shall be determined by the Committee at
the time of grant.




          c. Any grant of Performance Units or Performance Shares shall specify Management Objectives
which, if achieved, will result in payment or early payment of the award, and each grant may
specify in respect of such specified Management Objectives a minimum acceptable level of
achievement and shall set forth a formula for determining the number of Performance Units or
Performance Shares that will be earned if performance is at or above the minimum level, but falls
short of full achievement of the specified Management Objectives. The grant of Performance Units
or Performance Shares shall specify that, before the Performance Shares or Performance Units shall
be earned and paid, the Committee must determine that the Management Objectives have been
satisfied.




          d. Each grant shall specify the time and manner of payment of Performance Units or Performance
Shares that have been earned. Any grant may specify that the amount payable with respect thereto
may be paid by the Company to the Employee in cash, in shares of Common Stock or in any combination
thereof, and may either grant to the Employee or retain in the Committee the right to elect among
those alternatives.




          e. Any grant of Performance Units may specify that the amount payable or the number of shares
of Common Stock issued with respect thereto may not exceed maximums specified by the Committee at
the Date of Grant. Any grant of Performance Shares may specify that the amount payable with
respect thereto may not exceed a maximum specified by the Committee at the Date of Grant.




          f. Each grant of Performance Units or Performance Shares shall be evidenced by an Evidence of
Award, which shall contain such terms and provisions, consistent with this Plan and applicable
sections of the Code, as the Committee may approve.




          g. The Committee may, at or after the Date of Grant of Performance Shares, provide for the
payment of dividend equivalents to the holder thereof on either a current or deferred or contingent
basis, either in cash or in additional shares of Common Stock.




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     7. Restricted Shares. The Committee may also authorize the grant or sale of Restricted Shares
to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall
be subject to all of the limitations, contained in the following provisions:



          a. Each such grant or sale shall constitute an immediate transfer of the ownership of Common
Stock to the Participant in consideration of the performance of services, entitling such
Participant to voting, dividend and other ownership rights, but subject to the substantial risk of
forfeiture and restrictions on transfer hereinafter referred to.




          b. Each such grant or sale may be made without additional consideration or in consideration of
a payment by such Participant that is less than Market Value per Share at the Date of Grant.




          c. Each such grant or sale shall provide that the Restricted Shares covered by such grant or
sale shall be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the
Code for a period to be determined by the Committee at the Date of Grant and may provide for the
earlier lapse of such substantial risk of forfeiture in the event of a Change in Control,
retirement, or death or disability of the Employee or other similar transaction or event as
approved by the Committee.




          d. Each such grant or sale shall provide that during the period for which such substantial
risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited
or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant
(which restrictions may include, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Shares to a continuing substantial risk of
forfeiture in the hands of any transferee).




          e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will
result in termination or early termination of the restrictions applicable to such shares. Each
grant may specify in respect of such Management Objectives a minimum acceptable level of
achievement and may set forth a formula for determining the number of Restricted Shares on which
restrictions will terminate if performance is at or above the minimum level, but falls short of
full achievement of the specified Management Objectives.




          f. Any such grant or sale of Restricted Shares may require that any or all dividends or other
distributions paid thereon during the period of such restrictions be automatically deferred and
reinvested in additional Restricted Shares, which may be subject to the same restrictions as the
underlying award.




          g. Each grant or sale of Restricted Shares shall be evidenced by an Evidence of Award, which
shall contain such terms and provisions, consistent with this Plan and applicable sections of the
Code, as the Committee may approve. The Restricted Shares may be certificated or uncertificated,
as determined by the Committee. Unless otherwise directed by the Committee, all certificates
representing Restricted Shares shall be held in custody by the Company until all restrictions
thereon shall have lapsed, together with a stock power or powers executed by the Participant in
whose name such certificates are registered, endorsed in blank and covering such Shares.




     8. Deferred Shares. The Committee may also authorize the grant or sale of Deferred Shares to
Employees. Each such grant or sale may utilize any or all of the authorizations, and shall be
subject to all of the requirements contained in the following provisions:



          a. Each such grant or sale shall constitute the agreement by the Company to deliver Common
Stock to the Employee in the future in consideration of the performance of services, but subject to
the fulfillment of such conditions during the Deferral Period as the Committee may specify.




          b. Each such grant or sale may be made without additional consideration or in consideration of
a payment by such Employee that is less than the Market Value per Share at the Date of Grant.




          c. Each such grant or sale shall be subject to a Deferral Period as determined by the
Committee at the Date of Grant, and may provide for the earlier lapse or other modification of such
Deferral Period

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in the event of a Change in Control, retirement, or death or disability of the Employee or
other similar transaction or event as approved by the Committee.




          d. During the Deferral Period, the Employee shall have no right to transfer any rights under
his or her award and shall have no rights of ownership in the Deferred Shares and shall have no
right to vote them, but the Committee may, at or after the Date of Grant, authorize the payment of
dividend equivalents on such shares on either a current or deferred or contingent basis, either in
cash or in additional shares of Common Stock.




          e. Each grant or sale of Deferred Shares shall be evidenced by an Evidence of Award, which
shall contain such terms and provisions, consistent with this Plan and applicable sections of the
Code, as the Committee may approve.




     9. Non-Employee Directors. The Board may, from time to time and upon such terms and
conditions as it may determine, authorize the granting to Directors who are not then Employees of
Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares, or any combination of the
foregoing. Each grant of Option Rights, Appreciation Rights, Restricted Shares and Deferred Shares
shall be upon terms and conditions consistent with Sections 4, 5, 7 and 8 of this Plan.



10. Other Awards.




          a. The Committee is authorized, subject to limitations under applicable law, to grant to any
Employee such other awards that may be denominated or payable in, valued in whole or in part by
reference to, or otherwise based on, or related to, Common Stock or factors that may influence the
value of Common Stock, including, without limitation, convertible or exchangeable debt securities,
other rights convertible or exchangeable into Common Stock, purchase rights for Common Stock,
awards with value and payment contingent upon performance of the Company or business units thereof
or any other factors designated by the Committee, and awards valued by reference to the book value
of Common Stock or the value of securities of, or the performance of specified Subsidiaries or
affiliates or other business units of, the Company. The Committee shall determine the terms and
conditions of such awards. Common Stock delivered pursuant to an award in the nature of a purchase
right granted under this Section 10 shall be purchased for such consideration, paid for at such
times, by such methods, and in such forms, including, without limitation, cash, Common Stock, other
awards, notes or other property, as the Committee shall determine.




          b. Cash awards, as an element of or supplement to any other award granted under this Plan, may
also be granted pursuant to this Section 10 of the Plan.




          c. The Committee is authorized to grant Common Stock as a bonus, or to grant Common Stock or
other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other
property under the Plan or under other plans or compensatory arrangements, subject to such terms as
shall be determined by the Committee.




     11. Transferability.



          a. Except as otherwise determined by the Committee, no Option Right, Appreciation Right or
other award granted under the Plan shall be transferable by a Participant other than by will or the
laws of descent and distribution. Except as otherwise determined by the Committee, Option Rights
and Appreciation Rights shall be exercisable during the Optionee’s lifetime only by him or her or
by his or her guardian or legal representative.




          b. The Committee may specify at the Date of Grant that part or all of the shares of Common
Stock that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or
Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares or
upon payment under any grant of Performance Units or Performance Shares or (ii) no longer subject
to the substantial risk of forfeiture and restrictions on transfer referred to in Section 7 of this
Plan, shall be subject to further restrictions on transfer.




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     12. Adjustments. The Committee may make or provide for such adjustments in the numbers of
shares of Common Stock covered by outstanding Option Rights, Appreciation Rights, Performance
Shares, Deferred Shares and share-based awards described in Section 10 of the Plan granted
hereunder, in the Option Price and Base Price provided in outstanding Appreciation Rights, and in
the kind of shares covered thereby, as the Committee, in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or enlargement of the rights of
Participants or Optionees that otherwise would result from (a) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure of the Company, or
(b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or
complete liquidation or other distribution of assets (including, without limitation, a special or
large non-recurring dividend), issuance of rights or warrants to purchase securities, or (c) any
other corporate transaction or event having an effect similar to any of the foregoing. Moreover,
in the event of any such transaction or event, the Committee, in its discretion, may provide in
substitution for any or all outstanding awards under this Plan such alternative consideration (or
no consideration) as it, in good faith, may determine to be equitable in the circumstances and may
require in connection therewith the surrender of all awards so replaced. The Committee may also
make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan
as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to
reflect any transaction or event described in this Section 12; provided, however,
that any such adjustment to the number specified in Section 3(c)(i) shall be made only if and to
the extent that such adjustment would not cause any Option intended to qualify as an Incentive
Stock Option to fail so to qualify.



     13. Fractional Shares. The Company shall not be required to issue any fractional Common Stock
pursuant to this Plan. The Committee may provide for the elimination of fractions or for the
settlement of fractions in cash.



     14. Withholding Taxes. The Company shall have the right to deduct from any payment under this
Plan an amount equal to the federal, state, local, foreign and other taxes which in the opinion of
the Company are required to be withheld by it with respect to such payment and to the extent that
the amounts available to the Company for such withholding are insufficient, it shall be a condition
to the receipt of such payment or the realization of such benefit that the Participant or such
other person make arrangements satisfactory to the Company for payment of the balance of such taxes
required to be withheld. At the discretion of the Committee, such arrangements may include
relinquishment of a portion of such benefit pursuant to procedures adopted by the Committee from
time to time.



     15. Foreign Employees. In order to facilitate the making of any grant or combination of
grants under this Plan, the Committee may provide for such special terms for awards to Participants
who are foreign nationals or who are employed by the Company or any Subsidiary outside of the
United States of America as the Committee 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 this Plan as it may consider
necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in
effect for any other purpose, and the Corporate Secretary or other appropriate officer of the
Company may certify any such document as having been approved and adopted in the same manner as
this Plan. No such special terms, supplements, amendments or restatements, however, shall include
any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan
could have been amended to eliminate such inconsistency without further approval by the
stockholders of the Company.



     16. Administration of the Plan.



          a. This Plan shall be administered by the Company’s Personnel and Compensation Committee of
the Board. Notwithstanding the foregoing, the Board may perform any function of the Committee
hereunder, and the Board shall perform all functions of the Committee with respect to any award for
a Director who is not then an Employee, in which case the term “Committee” shall refer to the
Board.




          b. The interpretation and construction by the Committee of any provision of this Plan or of
any Evidence of Award, agreement, notification or document evidencing the grant of Option Rights,
Appreciation Rights, Restricted Shares, Deferred Shares, Performance Units, Performance Shares or
any awards granted under Section 10 of the Plan and any determination by the Committee pursuant to
any provision of this Plan or of any such

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Evidence of Award, agreement, notification or document shall be final, binding and conclusive.
No member of the Committee shall be liable for any such action or determination made not in bad
faith.




     17. Amendments and Other Matters.



          a. The Board may at any time and from time to time amend the Plan in whole or in part;
provided, however, that any amendment which must be approved by the stockholders of
the Company in order to comply with applicable law or the rules of the New York Stock Exchange or,
if the Common Stock is not traded on the New York Stock Exchange, the principal national securities
exchange upon which the Common Stock is traded or quoted, shall not be effective unless and until
such approval has been obtained. Presentation of this Plan or any amendment thereof for
stockholder approval shall not be construed to limit the Company’s authority to offer similar or
dissimilar benefits under other plans or otherwise with or without stockholder approval. Without
limiting the generality of the foregoing, the Board of Directors may amend this Plan to eliminate
provisions which are no longer necessary as a result in changes in tax or securities laws or
regulations, or in the interpretation thereof.




          b. The Committee shall not, without the further approval of the stockholders of the Company,
authorize the amendment of any outstanding Option Right or Appreciation Right to reduce the Option
Price or Base Price. Furthermore, no Option Right or Appreciation Right shall be cancelled and
replaced with awards having a lower Option Price or Base Price, respectively, without further
approval of the stockholders of the Company. This Section 17(b) is intended solely to prohibit the
repricing of “underwater” Option Rights and Appreciation Rights and shall not be construed to
prohibit the adjustments provided for in Section 12 of this Plan.




          c. The Committee also may permit Participants to elect to defer the issuance of Common Stock
or the settlement of awards in cash under the Plan pursuant to such rules, procedures or programs
as it may establish for purposes of this Plan. The Committee also may provide that deferred
issuances and settlements include the payment or crediting of dividend equivalents or interest on
the deferral amounts.




          d. The Committee may condition the grant of any award or combination of awards authorized
under this Plan on the deferral by the Participant of his or her right to receive a cash bonus or
other compensation otherwise payable by the Company or a Subsidiary to the Participant.




          e. In case of a Change in Control of the Company, or in the case of a termination of
employment of a Participant by reason of death, disability or normal or early retirement, or in the
case of hardship of a Participant or other special circumstances, the Committee may, in its sole
discretion, accelerate the time at which any Option Right or Appreciation Right may be exercised or
the time when a Performance Unit or Performance Share shall be deemed to have been fully earned or
the time when a substantial risk of forfeiture or prohibition on transfer of Restricted Shares
shall lapse or the time when a Deferral Period shall end. In addition, the Committee may, in its
sole discretion, modify any Option Right or Appreciation Right to extend the period following
termination of a Participant’s employment to the Company or any Subsidiary during which such award
will remain outstanding and be exercisable, provided that no such extension shall result in any
award being exercisable more than ten years after the Date of Grant.




          f. This Plan shall not confer upon any Participant any right with respect to continuance of
employment with the Company or any Subsidiary, nor shall it interfere in any way with any right the
Company or any Subsidiary would otherwise have to terminate such Participant’s employment at any
time.




          g. Subject to Section 19, this Plan shall continue in effect until the date on which all
Common Stock available for issuance or transfer under this Plan has been issued or transferred and
the Company has no further obligation hereunder.




          h. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire
any right or title to any assets, funds or property of the Company or any Subsidiary,
including without limitation, any specific funds, assets or other property which the Company or any
Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have
only a contractual right to an award or the amounts, if any, payable under the Plan, unsecured by
any assets of the Company or any Subsidiary, and nothing

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contained in the Plan shall constitute a guarantee that the assets of the Company or any
Subsidiary shall be sufficient to pay any benefits to any person.




          i. This Plan and each Evidence of Award shall be governed by the laws of the State of
Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of the Plan to the substantive law of another jurisdiction.




          j. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any
jurisdiction, or would disqualify the Plan or any award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended or limited in scope to conform to
applicable laws or, in the discretion of the Committee, it shall be stricken and the remainder of
the Plan shall remain in full force and effect.




     18. Applicable Laws. The obligations of the Company with respect to awards under the Plan
shall be subject to all Applicable Laws and such approvals by any governmental agencies as the
Committee determines may be required.



     19. Termination. No grant shall be made under this Plan more than 10 years after the Effective
Date, but all grants effective on or prior to such date shall continue in effect thereafter subject
to the terms thereof and of this Plan.




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