**Exhibit 10(y)**

 

**2004Omnibus Incentive Compensation Plan**

 

**ComputerHorizons Corp.**

 

Effective May 19,2004

 

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**Contents**

 
| Article 1.  Establishment, Purpose, and Duration                  |   |
|------------------------------------------------------------------------|--------|
| Article 2.  Definitions                                           |   |
| Article 3. Administration                                         |   |
| Article 4.  Shares Subject to the Plan and Maximum Awards         |   |
| Article 5.  Eligibility and Participation                         |   |
| Article 6.  Stock Options                                         |   |
| Article 7.  Stock Appreciation Rights                             |   |
| Article 8.  Restricted Stock and Restricted Stock Units           |   |
| Article 9.  Performance Units/Performance Shares                  |   |
| Article 10.  Cash-Based Awards and Other Stock-Based Awards       |   |
| Article 11.  Performance Measures                                 |   |
| Article 12.  Nonemployee Director Awards                          |   |
| Article 13.  Dividend Equivalents                                 |   |
| Article 14.  Beneficiary Designation                              |   |
| Article 15.  Deferrals                                            |   |
| Article 16.  Rights of Participants                               |   |
| Article 17. Change of  Control                                    |   |
| Article 18.  Amendment, Modification, Suspension, and Termination |   |
| Article 19.  Withholding                                          |   |
| Article 20.  Successors                                           |   |
| Article 21. General  Provisions                                   |   |

 

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**ComputerHorizons Corp.2004 Omnibus Incentive Compensation Plan**

 

**Article 1. Establishment, Purpose, and D****uration**

 

**1.1****                         Establishment**.Computer Horizons Corp., a New York corporation (hereinafter referred to as the“Company”), establishes an incentive compensation plan to be known as the 2004****Omnibus Incentive Compensation Plan (hereinafter referredto as the “Plan”), as set forth in this document.

 

The Plan permits the grant of Cash-Based Awards,Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights,Restricted Stock, Restricted Stock Units, Performance Shares, PerformanceUnits, and Other Stock-Based Awards.

 

The Plan shall become effective upon shareholderapproval (the “Effective Date”) and shall remain in effect as provided in Section 1.3hereof.

 

**1.2****                         Purposeof the Plan**. The purpose of the Plan is to promote the interests of the Companyand its shareholders by strengthening the Company’s ability to attract,motivate, and retain Employees and Directors****ofthe Company upon whose judgment, initiative, and efforts the financial successand growth of the business of the Company largely depend, and to provide anadditional incentive for such individuals through stock ownership and otherrights that promote and recognize the financial success and growth of theCompany and create value for shareholders.

 

**1.3****                         Durationof the Plan**. Unless sooner terminated as provided herein, the Plan shallterminate ten years from the Effective Date. After the Plan is terminated, noAwards may be granted but Awards previously granted shall remain outstanding inaccordance with their applicable terms and conditions and the Plan’s terms andconditions. Notwithstanding the foregoing, no Incentive Stock Options may begranted more than ten years after the earlier of (a) adoption of the Planby the Board, and (b) the Effective Date.

 

## **Article 2.Definitions**

## ** **

Whenever used in the Plan, the following terms shallhave the meanings set forth below, and when the meaning is intended, theinitial letter of the word shall be capitalized.

 

**2.1****                         “Affiliate”**shall have the meaning ascribed to such term in Rule 12b-2 of theGeneral Rules and Regulations of the Exchange Act.

 

**2.2****                         “AnnualAward Limit” or “Annual Award Limits”** have the meaning set forth in Section 4.3.

 

**2.3****                         “Award”**means, individually or collectively, a grant under this Plan of Cash-BasedAwards, Nonqualified Stock Options, Incentive Stock Options, SARs, RestrictedStock, Restricted Stock Units, Performance Shares, Performance Units, or OtherStock-Based Awards, in each case subject to the terms of this Plan.

 

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**2.4****                         “AwardAgreement”** means either (i) a written agreement entered into by theCompany and a Participant setting forth the terms and provisions applicable toan Award granted under this Plan, or (ii) a written statement issued bythe Company to a Participant describing the terms and provisions of such Award.

 

**2.5****                         “BeneficialOwner”** or **“Beneficial Ownership”** shall havethe meaning ascribed to such term in Rule 13d-3 of the General Rules andRegulations under the Exchange Act.

 

**2.6****                         “Board”**or **“Board of Directors”** means the Board ofDirectors of the Company.

 

**2.7****                         “Cash-BasedAward”** means an Award granted to a Participant as described in Article 10.

 

**2.8****                         “Changeof Control”** means any of the following events:

 

(a)                            Theacquisition by any Person of Beneficial Ownership of twenty percent (20%) ormore of the combined voting power of the then outstanding voting securities ofthe Company entitled to vote generally in the election of Directors (the “OutstandingCompany Voting Securities”); provided, however, that for purposes of this Section 2.8,the following acquisitions shall not constitute a Change of Control: (i) anyacquisition by a Person who on the Effective Date is the Beneficial Owner oftwenty percent (20%) or more of the Outstanding Company Voting Securities, (ii) anyacquisition directly from the Company, including without limitation, a publicoffering of securities, (iii) any acquisition by the Company, (iv) anyacquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any of its subsidiaries, or (v) anyacquisition by any corporation pursuant to a transaction which complies withsubparagraphs (i), (ii), and (iii) of Section 2.8(c);

 

(b)                           Individualswho constitute the Board as of the Effective Date hereof (the “Incumbent Board”)cease for any reason to constitute at least a majority of the Board, providedthat any individual becoming a Director subsequent to the Effective Date whoseelection, or nomination for election by the Company’s shareholders, wasapproved by a vote of at least a majority of the Directors then comprising theIncumbent Board shall be considered as though such individual were a member ofthe Incumbent Board, but excluding, for this purpose, any such individual whoseinitial assumption of office is in connection with an actual or threatenedelection contest relating to the election or removal of the Directors of theCompany or other actual or threatened solicitation of proxies of consents by oron behalf of a Person other than the Board;

 

(c)                            Consummationof a reorganization, merger, or consolidation to which the Company is a partyor a sale or other disposition of all or substantially all of the assets of theCompany (a “Business Combination”), in each case unless, following suchBusiness Combination: (i) all or substantially all of the individuals andentities who were the Beneficial Owners of Outstanding Company VotingSecurities immediately prior to such Business Combination beneficially own,

 

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directly or indirectly, more than fifty percent (50%)of the combined voting power of the outstanding voting securities entitled tovote generally in the election of Directors of the corporation resulting fromthe Business Combination (including, without limitation, a corporation which asa result of such transaction owns the Company or all or substantially all ofthe Company’s assets either directly or through one or more subsidiaries) (the “SuccessorEntity”) in substantially the same proportions as their ownership immediatelyprior to such Business Combination of the Outstanding Company VotingSecurities; and (ii) no Person (excluding any Successor Entity or anyemployee benefit plan, or related trust, of the Company or such SuccessorEntity) beneficially owns, directly or indirectly, twenty percent (20%) or moreof the combined voting power of the then outstanding voting securities of theSuccessor Entity, except to the extent that such ownership existed prior to theBusiness Combination; and (iii) at least a majority of the members of theboard of directors of the Successor Entity were members of the Incumbent Board(including persons deemed to be members of the Incumbent Board by reason of theproviso to paragraph (b) of this Section 2.8) at the time of theexecution of the initial agreement or of the action of the Board providing forsuch Business Combination; or

 

(d)                           Approvalby the shareholders of the Company of a complete liquidation or dissolution ofthe Company.

 

**2.9****                         “Code”**means the U.S. Internal Revenue Code of 1986, as amended from time to time.

 

**2.10****                  “Committee”**means the compensation committee of the Board, or any other committeedesignated by the Board to administer this Plan. The members of the Committeeshall be appointed from time to time by and shall serve at the discretion ofthe Board.

 

**2.11****                  “Company”**means Computer Horizons Corp., a New York corporation, and any successorthereto as provided in Article 21 herein.

 

**2.12****                  “CoveredEmployee”** means a Participant who is a “covered employee,” as defined inCode Section 162(m) and the regulations promulgated under Code Section 162(m),or any successor statute.

 

**2.13****                  “Director”**means any individual who is a member of the Board of Directors of theCompany.

 

**2.14****                  “EffectiveDate”** has the meaning set forth in Section 1.1.

 

**2.15****                  “Employee”**means any employee of the Company, its Affiliates, and/or Subsidiaries.

 

**2.16****                  “ExchangeAct”** means the Securities Exchange Act of 1934, as amended from time totime, or any successor act thereto.

 

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**2.17****                  “FairMarket Value”** or **“FMV”**means aprice that is based on the opening, closing, actual, high, low, or averageselling prices of a Share quoted through the National Association of SecuritiesDealers’ Automatic Quotation (“NASDAQ”) National Market System or otherestablished stock exchange (or exchanges) on the applicable date, the precedingtrading days the next succeeding trading day, or an average of trading days, asdetermined by the Committee in its discretion. Unless the Committee determines otherwise, if the Shares are traded overthe counter at the time a determination of its Fair Market Value is required tobe made hereunder, its Fair Market Value shall be deemed to be equal to theaverage between the reported high and low or closing bid and asked prices of aShare on the most recent date on which Shares were publicly traded. In theevent Shares are not publicly traded at the time a determination of their valueis required to be made hereunder, the determination of their Fair Market Valueshall be made by the Committee in such manner as it deems appropriate. Suchdefinition(s) of FMV shall be specified in each Award Agreement and may differdepending on whether FMV is in reference to the grant, exercise, vesting,settlement, or payout of an Award.

 

**2.18****                  “FullValue Award”**means an Award other than in the form of an ISO, NQSO, or SAR,and which is settled by the issuance of Shares.

 

**2.19****                  “FreestandingSAR”** means an SAR that is granted independently of any Options, as describedin Article 7.

 

**2.20****                  “GrantPrice”**means the price established at the time of grant of a SAR pursuantto Article 7, used to determine whether there is any payment due uponexercise of the SAR.

 

**2.21****                  “IncentiveStock Option”**or**“ISO”** means anOption to purchase Shares granted under Article 6 to an Employee and thatis designated as an Incentive Stock Option and that is intended to meetthe requirements of Code Section 422, or any successor provision.

 

**2.22****                  “Insider”**shall mean an individual who is, on the relevant date, an officer, Director, ormore than ten percent (10%) Beneficial Owner of any class of the Company’sequity securities that is registered pursuant to Section 12 of theExchange Act, as determined by the Board in accordance with Section 16 ofthe Exchange Act.

 

**2.23****                  “NonemployeeDirector”** means a Director who is not an Employee.

 

**2.24****                  “NonemployeeDirector Award”** means any NQSO, SAR, or Full Value Award granted, whethersingly, in combination, or in tandem, to a Participant who is a Nonemployee Directorpursuant to such applicable terms, conditions, and limitations as the Board orCommittee may establish in accordance with this Plan.

 

**2.25****                  “NonqualifiedStock Option”** or **“NQSO”** meansan Option that is not intended to meet the requirements of Code Section 422,or that otherwise does not meet such requirements.

 

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**2.26****                  “Option”**means an Incentive Stock Option or a Nonqualified Stock Option, asdescribed in Article 6.

 

**2.27****                  “OptionPrice”** means the price at which a Share may be purchased by a Participantpursuant to an Option.

 

**2.28****                  “OtherStock-Based Award”**means an equity-based or equity-related Award nototherwise described by the terms of this Plan, granted pursuant to Article 10.

 

**2.29****                  “Participant”**means any eligible person as set forth in Article 5 to whom an Award isgranted.

 

**2.30****                  “Performance-BasedCompensation”** means compensation under an Award that satisfies therequirements of Section 162(m) of the Code for deductibility ofremuneration paid to Covered Employees.

 

**2.31****                  “PerformanceMeasures”** means measures as described in Article 11 on which theperformance goals are based and which are approved by the Company’sshareholders pursuant to this Plan in order to qualify Awards asPerformance-Based Compensation.

 

**2.32****                  “PerformancePeriod”** means the period of time during which the performance goals must bemet in order to determine the degree of payout and/or vesting with respect toan Award.

 

**2.33****                  “PerformanceShare”** means an Award granted to a Participant, as described in Article 9.

 

**2.34****                  “PerformanceUnit”** means an Award granted to a Participant, as described in Article 9.

 

**2.35****                  “Periodof Restriction”** means the period when Restricted Stock or Restricted StockUnits are subject to a substantial risk of forfeiture (based on the passage oftime, the achievement of performance goals, or upon the occurrence of otherevents as determined by the Committee, in its discretion), as provided in Article 8.

 

**2.36****                  “Person”**shall have the meaning ascribed to such term in Section 3(a)(9) ofthe Exchange Act and used in Sections 13(d) and 14(d) thereof,including a “group” as defined in Section 13(d) thereof.

 

**2.37****                  “Plan”**means the Computer Horizons Corp.****2004****Omnibus Incentive Compensation Plan.

 

**2.38****                  “PlanYear”**means the calendar year.

 

**2.39****                  “RestrictedStock**” means an Award granted to a Participant pursuant to Article 8.

 

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**2.40****                  “RestrictedStock Unit”** means an Award granted to a Participant pursuant to Article 8,except no Shares are actually awarded to the Participant on the date of grant.

 

**2.41****                  “Share”**means a share of common stock of the Company, $.10 par value per share.

 

**2.42****                  “StockAppreciation Right”** or “**SAR**” means anAward, designated as a SAR, pursuant to the terms of Article 7 herein.

 

**2.43****                  “Subsidiary”**means any corporation or other entity, whether domestic or foreign, in whichthe Company has or obtains, directly or indirectly, a proprietary interest ofmore than fifty percent (50%) by reason of stock ownership or otherwise.

 

**2.44****                  “TandemSAR”** means an SAR that is granted in connection with a related Optionpursuant to Article 7 herein, the exercise of which shall requireforfeiture of the right to purchase a Share under the related Option (and whena Share is purchased under the Option, the Tandem SAR shall similarly becanceled).

 

## **Article 3.Administration**

 

**3.1****                         General**.The Committee shall be responsible for administering the Plan, subject to this Article 3and the other provisions of the Plan. The Committee may employ attorneys,consultants, accountants, agents, and other persons, any of whom may be anEmployee, and the Committee, the Company, and its officers and Directors shallbe entitled to rely upon the advice, opinions, or valuations of any such persons.All actions taken and all interpretations and determinations made by theCommittee shall be final and binding upon the Participants, the Company, andall other interested persons.

 

**3.2****                         Authorityof the Committee**. The Committee shall have full and exclusive discretionarypower to interpret the terms and the intent of the Plan and any Award Agreementor other agreement or document ancillary to or in connection with the Plan, todetermine eligibility for Awards and to adopt such rules, regulations, forms,instruments, and guidelines for administering the Plan as the Committee maydeem necessary or proper. Such authority shall include, but not be limited to,selecting Award recipients, establishing all Award terms and conditions,including the terms and conditions set forth in Award Agreements, and, subjectto Article 18, adopting modifications and amendments to the Plan or anyAward Agreement, including without limitation, any that are necessary to complywith the laws of the countries and other jurisdictions in which the Company,its Affiliates, and/or its Subsidiaries operate.

 

**3.3****                         Delegation.**The Committee may delegate to one or more of its members or to one or moreofficers of the Company, and/or its Subsidiaries and Affiliates or to one ormore agents or advisors such administrative duties or powers as it may deemadvisable, and the Committee or any person to whom it has delegated duties orpowers as aforesaid may employ one or more persons to render advice withrespect to any responsibility the Committee or such person may have under thePlan. The Committee may, by resolution, authorize one or more officers of theCompany to do one or both of the following on the same basis as can theCommittee: (a) designate Employees to be recipients of Awards; and (b) determinethe size of any such Awards; provided, however, (i) the Committee shallnot delegate such responsibilities to any such officer for Awards granted to anEmployee that is considered an Insider; (ii) the resolution providing suchauthorization sets forth the

 

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total number of Awards such officer(s) may grant; and (iii) theofficer(s) shall report periodically to the Committee regarding the nature andscope of the Awards granted pursuant to the authority delegated.

 

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**Article 4. Shares Subject to the Plan an****d Maximum Awards**

 

**4.1****                         Numberof Shares Available for Awards**.

 

(a)         Subject toadjustment as provided in Section 4.4 herein, the maximum number of Sharesavailable for issuance to Participants under the Plan (the “Share Authorization”)shall be three million five hundred thousand (3,500,000).

 

(b)         Subject tothe limit set forth in Section 4.1(a) on the number of Shares thatmay be issued in the aggregate under the Plan, the maximum number of Sharesthat may be issued pursuant to ISOs and NQSOs shall be:

 

(i)                                     Threemillion five hundred thousand (3,500,000)****Shares thatmay be issued pursuant to Awards in the form of ISOs; and

 

(ii)                                  Threemillion five hundred thousand (3,500,000) Shares that may be issued pursuant toAwards in the form of NQSOs.

 

**4.2****                         ShareUsage.** Shares covered by an Award shall only be counted as used to theextent they are actually issued. Any Shares related to Awards which terminateby expiration, forfeiture, cancellation, or otherwise without the issuance ofsuch Shares, are settled in cash in lieu of Shares, or are exchanged with theCommittee’s permission, prior to the issuance of Shares, for Awards notinvolving Shares, shall be available again for grant under the Plan. Moreover,if the Option Price of any Option granted under the Plan or the tax withholdingrequirements with respect to any Award granted under the Plan are satisfied bytendering Shares to the Company (by either actual delivery or by attestation),or if an SAR is exercised, only the number of Shares issued, net of the Sharestendered, if any, will be deemed delivered for purposes of determining themaximum number of Shares available for delivery under the Plan. The maximumnumber of Shares available for issuance under the Plan shall not be reduced toreflect any dividends or dividend equivalents that are reinvested intoadditional Shares or credited as additional Restricted Stock, Restricted StockUnits, Performance Shares, or Stock-Based Awards. The Shares available forissuance under the Plan may be authorized and unissued Shares or treasuryShares.

 

**4.3****                         AnnualAward Limits.** Unless and until the Committee determines that an Award to aCovered Employee shall not be designed to qualify as Performance-BasedCompensation, the following limits (each an “Annual Award Limit,” and,collectively, “Annual Award Limits”) shall apply to grants of such Awards underthe Plan:

 

(a)         **Options**: The maximum aggregate number of Shares subject toOptions granted in any one Plan Year to any one Participant shall be onehundred thousand (100,000) plus the amount of the Participant’s unusedapplicable Annual Award Limit for Options as of the close of the previous PlanYear.

 

(b)         **SARs**: The maximum number of Shares subject to StockAppreciation Rights granted in any one Plan Year to any one Participant shallbe one hundred thousand (100,000) plus the amount of the Participant’s unusedapplicable Annual Award Limit for SARs as of the close of the previous PlanYear.

 

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(c)         **Restricted Stock or Restricted Stock Units**: The maximumaggregate grant with respect to Awards of Restricted Stock or Restricted StockUnits in any one Plan Year to any one Participant shall be one hundred thousand(100,000) plus the amount of the Participant’s unused applicable Annual AwardLimit for Restricted Stock or Restricted Stock Units as of the close of theprevious Plan Year.

 

(d)         **Performance Units or Performance Shares**: The maximumaggregate Award of Performance Units or Performance Shares that a Participantmay receive in any one Plan Year shall be one hundred thousand (100,000)Shares, or equal to the value of one hundred thousand (100,000) Sharesdetermined as of the date of vesting or payout, as applicable plus the amountof the Participant’s unused applicable Annual Award Limit for Performance Unitsor Performance Shares as of the close of the previous Plan Year.

 

(e)         **Cash-Based Awards**: The maximum aggregate amount awarded orcredited with respect to Cash-Based Awards to any one Participant in any onePlan Year may not exceed the value of five hundred thousand dollars ($500,000)determined as of the date of vesting or payout, as applicable plus the amountof the Participant’s unused applicable Annual Award Limit for Cash-Based Awardsas of the close of the previous Plan Year.

 

(f)          **Other Stock-Based Awards**. The maximum aggregate grant withrespect to other Stock-Based Awards pursuant to Section 10.2 in any onePlan Year to any one Participant shall be one hundred thousand (100,000) plusthe amount of the Participant’s unused applicable Annual Award Limit for OtherStock-Based Awards as of the close of the previous Plan Year.

 

**4.4****                         Adjustmentsin Authorized Shares**. In the event of any corporate event or transaction(including, but not limited to, a change in the Shares of the Company or thecapitalization of the Company) such as a merger, consolidation, reorganization,recapitalization, separation, stock dividend, stock split, reverse stock split,split up, spin-off, or other distribution of stock or property of the Company,combination of Shares, exchange of Shares, dividend in kind, or other likechange in capital structure or distribution (other than normal cash dividends)to shareholders of the Company, or any similar corporate event or transaction,the Committee, in its sole discretion, in order to prevent dilution orenlargement of Participants’ rights under the Plan, shall substitute or adjust,as applicable, the number and kind of Shares that may be issued under the Planor under particular forms of Awards, the number and kind of Shares subject tooutstanding Awards, the Option Price or Grant Price applicable to outstandingAwards, the Annual Award Limits, and other value determinations applicable tooutstanding Awards.

 

The Committee, in its sole discretion, may also makeappropriate adjustments in the terms of any Awards under the Plan to reflect orrelated to such changes or distributions and to modify any other terms of outstandingAwards, including modifications of performance goals and changes in the lengthof Performance Periods. The determination of the Committee as to the foregoingadjustments, if any, shall be conclusive and binding on Participants under thePlan.

 

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Subject to the provisions of Article 18, withoutaffecting the number of Shares reserved or available hereunder, the Committeemay authorize the issuance or assumption of benefits under this Plan in connectionwith any merger, consolidation, acquisition of property or stock, orreorganization upon such terms and conditions as it may deem appropriate,subject to compliance with the ISO rules under Section 422 of theCode, where applicable.

 

## **Article 5.Eligibility and Participation**

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**5.1****                         Eligibility**.Individuals eligible to participate in this Plan include all Employees andDirectors.

 

**5.2****                         ActualParticipation**. Subject to the provisions of the Plan, the Committee may,from time to time, select from all eligible individuals, those to whom Awardsshall be granted and shall determine, in its sole discretion, the nature of,any and all terms permissible by law, and the amount of each Award.

 

## **Article 6.Stock Options**

 

**6.1****                         Grantof Options**. Subject to the terms and provisions of the Plan, Options may begranted to Participants in such number, and upon such terms, and at anytime and from time to time as shall be determined by the Committee, in its solediscretion; provided that ISOs may be granted only to eligible Employees of theCompany or of any parent or subsidiary corporation (as permitted by Section 422of the Code and the regulations thereunder).

 

**6.2****                         AwardAgreement**. Each Option grant shall be evidenced by an Award Agreement thatshall specify the Option Price, the maximum duration of the Option, the numberof Shares to which the Option pertains, the conditions upon which an Optionshall become vested and exercisable, and such other provisions as the Committeeshall determine which are not inconsistent with the terms of the Plan. TheAward Agreement also shall specify whether the Option is intended to be an ISOor a NQSO.

 

**6.3****                         OptionPrice**. The Option Price for each grant of an Option under this Plan shallbe as determined by the Committee and shall be specified in the AwardAgreement. The Option Price shall be: (i) based  on one hundred percent (100%) of the FMV ofthe Shares on the date of grant, (ii) set at a premium to the FMV of theShares on the date of grant, or (iii) indexed to the FMV of the Shares onthe date of grant, with the index determined by the Committee, in itsdiscretion; provided, however, the Option Price on the date of grant must be atleast equal to one hundred percent (100%) of the FMV of the Shares on the dateof grant.

 

**6.4****                         Durationof Options**. Each Option granted to a Participant shall expire at such timeas the Committee shall determine at the time of grant; provided, however, noOption shall be exercisable later than the fifth (5th) anniversarydate of its grant. Notwithstanding the foregoing, for Options granted toParticipants outside the United States, the Committee has the authority togrant Options that have a term greater than five (5) years.

 

**6.5****                         Exerciseof Options**. Options granted under this Article 6 shall beexercisable at such times and be subject to such restrictions and conditions asthe Committee shall in each instance approve, which terms and restrictions neednot be the same for each grant or for each Participant.

 

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**6.6****                         Payment**.Options granted under this Article 6 shall be exercised by the delivery ofa notice of exercise to the Company or an agent designated by the Company in aform specified or accepted by the Committee, or by complying with anyalternative procedures which may be authorized by the Committee, setting forththe number of Shares with respect to which the Option is to be exercised,accompanied by full payment for the Shares.

 

A condition of the issuance of the Shares as to whichan Option shall be exercised shall be the payment of the Option Price. TheOption Price of any Option shall be payable to the Company in full either: (a) incash or its equivalent; (b) by tendering (either by actual delivery orattestation) previously acquired Shares having an aggregate Fair Market Valueat the time of exercise equal to the Option Price (provided that except asotherwise determined by the Committee, the Shares that are tendered must havebeen held by the Participant for at least six (6) months prior to theirtender to satisfy the Option Price or have been purchased on the open market); (c) bya combination of (a) and (b); or (d) any other method approved oraccepted by the Committee in its sole discretion., including, withoutlimitation, if the Committee so determines, a cashless (broker-assisted)exercise.

 

Subject to any governing rules or regulations, assoon as practicable after receipt of written notification of exercise and fullpayment (including satisfaction of any applicable tax withholding), the Companyshall deliver to the Participant evidence of book entry Shares, or upon theParticipant’s request, Share certificates in an appropriate amount based uponthe number of Shares purchased under the Option(s).

 

Unless otherwise determined by the Committee, allpayments under all of the methods indicated above shall be paid in UnitedStates dollars.

 

**6.7****                         Restrictionson Share Transferability**. The Committee may impose such restrictions on anyShares acquired pursuant to the exercise of an Option granted under this Article 6as it may deem advisable, including, without limitation, minimum holding periodrequirements, restrictions under applicable federal securities laws, under therequirements of any stock exchange or market upon which such Shares are thenlisted and/or traded, or under any blue sky or state securities lawsapplicable to such Shares.

 

**6.8****                         Terminationof Employment**.****EachParticipant’s Award Agreement shall set forth the extent to which theParticipant shall have the right to exercise the Option following terminationof the Participant’s employment or provision of services to the Company, itsAffiliates, its Subsidiaries, as the case may be. Such provisions shall bedetermined in the sole discretion of the Committee, shall be included in theAward Agreement entered into with each Participant, need not be uniform amongall Options issued pursuant to this Article 6, and may reflectdistinctions based on the reasons for termination.

 

**6.9****                         Transferabilityof Options.**

 

(a)                            **Incentive Stock Options**. No ISO granted under the Plan maybe sold, transferred, pledged, assigned, or otherwise alienated orhypothecated, other than by will or by the laws of descent and distribution.Further, all ISOs granted to a Participant under this Article 6 shall beexercisable during his or her lifetime only by such Participant.

 

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(b)                           **Nonqualified Stock Options**. Except as otherwise provided ina Participant’s Award Agreement or otherwise determined at any time by theCommittee, no NQSO granted under this Article 6 may be sold, transferred,pledged, assigned, or otherwise alienated or hypothecated, other than by willor by the laws of descent and distribution; provided that the Board orCommittee may permit further transferability, on a general or a specific basis,and may impose conditions and limitations on any permitted transferability.Further, except as otherwise provided in a Participant’s Award Agreement orotherwise determined at any time by the Committee, or unless the Board orCommittee decides to permit further transferability, all NQSOs granted to aParticipant under this Article 6 shall be exercisable during his or herlifetime only by such Participant. With respect to those NQSOs, if any, thatare permitted to be transferred to another person, references in the Plan toexercise or payment of the Option Price by the Participant shall be deemed toinclude, as determined by the Committee, the Participant’s permittedtransferee.

 

**6.10****                  Notification of Disqualifying Disposition**. If any Participant shall make any dispositionof Shares issued pursuant to the exercise of an ISO under the circumstancesdescribed in Section 421(b) of the Code (relating to certaindisqualifying dispositions), such Participant shall notify the Company of suchdisposition within ten (10) days thereof.

 

**6.11****                  Substituting SARs**. Only in the event the Company is notaccounting for equity compensation under APB Opinion 25, the Committee shallhave the ability to substitute, without receiving Participant permission, SARspaid only in Stock (or SARs paid in Stock or cash at the Committee’sdiscretion) for outstanding Options; provided, the terms of the substitutedStock SARs are the same as the terms for the Options and the aggregatedifference between the Fair Market Value of the underlying Shares and the GrantPrice of the SARs is equivalent to the aggregate difference between the FairMarket Value of the underlying Shares and the Option Price of the Options. If,in the opinion of the Company’s auditors, this provision creates adverseaccounting consequences for the Company, it shall be considered null and void.

 

## **Article 7.Stock Appreciation Rights**

 

**7.1****                         Grantof SARs**. Subject to the terms and conditions of the Plan, SARs may begranted to Participants at any time and from time to time as shall bedetermined by the Committee. The Committee may grant Freestanding SARs, TandemSARs, or any combination of these forms of SARs.

 

Subject to the terms and conditions of the Plan, theCommittee shall have complete discretion in determining the number of SARsgranted to each Participant and, consistent with the provisions of the Plan, indetermining the terms and conditions pertaining to such SARs.

 

The Grant Price for each grant of a Freestanding SARshall be determined by the Committee and shall be specified in the AwardAgreement. The Grant Price shall be: (i) based on one hundred percent(100%) of the FMV of the Shares on the date of grant, (ii) set at apremium to the FMV of the Shares on the date of grant, or (iii) indexed tothe FMV of the Shares on the date of grant, with the index determined by theCommittee, in its discretion; provided, however, the Grant Price on the date ofgrant must be at least equal to one hundred percent (100%) of the FMV of theShares on the

 

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date of grant. The GrantPrice of Tandem SARs shall be equal to the Option Price of the related Option.

 

**7.2****                         SARAgreement**. Each SAR Award shall be evidenced by an Award Agreement thatshall specify the Grant Price, the term of the SAR, and such other provisionsas the Committee shall determine.

 

**7.3****                         Termof SAR**. The term of an SAR granted under the Plan shall be determined bythe Committee, in its sole discretion, and except as determined otherwise bythe Committee and specified in the SAR Award Agreement, no SAR shall beexercisable later than the fifth (5th) anniversary date of itsgrant. Notwithstanding the foregoing, for SARs granted to Participants outsidethe United States, the Committee has the authority to grant SARs that have aterm greater than five (5) years.

 

**7.4****                         Exerciseof Freestanding SARs**. Freestanding SARs may be exercised upon whateverterms and conditions the Committee, in its sole discretion, imposes.

 

**7.5.****                      Exerciseof Tandem SARs**. Tandem SARs may be exercised for all or part of the Sharessubject to the related Option upon the surrender of the right to exercise theequivalent portion of the related Option. A Tandem SAR may be exercised onlywith respect to the Shares for which its related Option is then exercisable.

 

Notwithstanding any other provision of this Plan tothe contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) theTandem SAR will expire no later than the expiration of the underlying ISO; (b) thevalue of the payout with respect to the Tandem SAR may be for no morethan one hundred percent (100%) of the excess of the Fair Market Value ofthe Shares subject to the underlying ISO at the time the Tandem SAR isexercised over the Option Price of the underlying ISO; and (c) the TandemSAR may be exercised only when the Fair Market Value of the Shares subject tothe ISO exceeds the Option Price of the ISO.

 

**7.6****                         Paymentof SAR Amount**. Upon the exercise of an SAR, a Participant shall be entitledto receive payment from the Company in an amount determined by multiplying:

 

(a)                            Theexcess of the Fair Market Value of a Share on the date of exercise over theGrant Price; by

 

(b)                           Thenumber of Shares with respect to which the SAR is exercised.

 

At the discretion of the Committee, the payment uponSAR exercise may be in cash, Shares, or any combination thereof, or in anyother manner approved by the Committee in its sole discretion. The Committee’sdetermination regarding the form of SAR payout shall be set forth in the AwardAgreement pertaining to the grant of the SAR.

 

**7.7****                         Terminationof Employment**. Each Award Agreement shall set forth the extent to which theParticipant shall have the right to exercise the SAR following termination ofthe Participant’s employment with or provision of services to the Company, itsAffiliates, and/or its Subsidiaries, as the case may be. Such provisions shallbe determined in the sole discretion of the Committee, shall

 

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be included in the Award Agreement entered into withParticipants, need not be uniform among all SARs issued pursuant to the Plan,and may reflect distinctions based on the reasons for termination.

 

**7.8****                         Nontransferabilityof SARs**. Except as otherwise provided in a Participant’s Award Agreement orotherwise determined at any time by the Committee, no SAR granted underthe Plan may be sold, transferred, pledged, assigned, or otherwisealienated or hypothecated, other than by will or by the laws of descent anddistribution. Further, except as otherwise provided in a Participant’s AwardAgreement or otherwise determined at any time by the Committee, all SARsgranted to a Participant under the Plan shall be exercisable during his or herlifetime only by such Participant. With respect to those SARs, if any, that arepermitted to be transferred to another person, references in the Plan toexercise of the SAR by the Participant or payment of any amount to theParticipant shall be deemed to include, as determined by the Committee, theParticipant’s permitted transferee.

 

**7.9****                         OtherRestrictions.** The Committee shall impose such other conditions and/orrestrictions on any Shares received upon exercise of a SAR granted pursuant tothe Plan as it may deem advisable or desirable. These restrictions may include,but shall not be limited to, a requirement that the Participant hold the Sharesreceived upon exercise of a SAR for a specified period of time.

 

## **Article 8.Restricted Stock and Restrict**ed Stock Units

 

**8.1****                         Grant of Restricted Stock or Restricted StockUnits**. Subject to the terms andprovisions of the Plan, the Committee, at any time and from time to time, maygrant Shares of Restricted Stock and/or Restricted Stock Units to Participantsin such amounts as the Committee shall determine. Restricted Stock Units shallbe similar to Restricted Stock except that no Shares are actually awarded tothe Participant on the date of grant.

 

**8.2****                         RestrictedStock or Restricted Stock Unit Agreement**. Each Restricted Stock and/orRestricted Stock Unit grant shall be evidenced by an Award Agreement that shallspecify the Period(s) of Restriction, the number of Shares of Restricted Stockor the number of Restricted Stock Units granted, and such other provisions asthe Committee shall determine.

 

**8.3****                         Transferability**.Except as provided in this Plan or an Award Agreement, the Shares of RestrictedStock and/or Restricted Stock Units granted herein may not be sold,transferred, pledged, assigned, or otherwise alienated or hypothecated untilthe end of the applicable Period of Restriction established by the Committeeand specified in the Award Agreement (and in the case of Restricted Stock Unitsuntil the date of delivery or other payment), or upon earlier satisfaction ofany other conditions, as specified by the Committee, in its sole discretion,and set forth in the Award Agreement or otherwise at any time by the Committee.All rights with respect to the Restricted Stock and/or Restricted Stock Unitsgranted to a Participant under the Plan shall be available during his or herlifetime only to such Participant, except as otherwise provided in an AwardAgreement or at any time by the Committee.

 

**8.4****                         Other Restrictions**. The Committee shall impose such otherconditions and/or restrictions on any Shares of Restricted Stock or RestrictedStock Units granted pursuant to the Plan as it may deem advisable including,without limitation, a requirement that Participants pay a stipulated purchaseprice for each Share of Restricted Stock or each Restricted Stock Unit,restrictions based upon the achievement of specific performance goals,time-based restrictions on

 

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vesting following the attainment of the performancegoals, time-based restrictions, and/or restrictions under applicable laws orunder the requirements of any stock exchange or market upon which such Sharesare listed or traded, or holding requirements or sale restrictions placed onthe Shares by the Company upon vesting of such Restricted Stock or RestrictedStock Units.

 

To the extent deemed appropriate by the Committee, theCompany may retain the certificates representing Shares of Restricted Stock inthe Company’s possession until such time as all conditions and/or restrictionsapplicable to such Shares have been satisfied or lapse.

 

Except as otherwise provided in this Article 8,Shares of Restricted Stock covered by each Restricted Stock Award shall becomefreely transferable by the Participant after all conditions and restrictionsapplicable to such Shares have been satisfied or lapse (including satisfactionof any applicable tax withholding obligations), and Restricted Stock Unitsshall be paid in cash, Shares, or a combination of cash and Shares as theCommittee, in its sole discretion shall determine.

 

**8.5****                         Certificate Legend**. In addition to any legends placed oncertificates pursuant to Section 8.4, each certificate representing Sharesof Restricted Stock granted pursuant to the Plan may bear a legend such as thefollowing or as otherwise determined by the Committee in its sole discretion:

 

Thesale or transfer of Shares of stock represented by this certificate, whethervoluntary, involuntary, or by operation of law, is subject to certainrestrictions on transfer as set forth in the Computer Horizons Corp.****2004****Omnibus IncentiveCompensation Plan, and in the associated Award Agreement. A copy of the Planand such Award Agreement may be obtained from Computer Horizons Corp.

 

**8.6****                         Voting Rights**. Unless otherwise determined by the Committee and set forth in aParticipant’s Award Agreement, to the extent permitted or required by law, asdetermined by the Committee, Participants holding Shares of Restricted Stockgranted hereunder may be granted the right to exercise full voting rights withrespect to those Shares during the Period of Restriction. A Participant shallhave no voting rights with respect to any Restricted Stock Units grantedhereunder.

 

**8.7****                         Terminationof Employment**. Each Award Agreement shall set forth the extent to which theParticipant shall have the right to retain Restricted Stock and/or RestrictedStock Units following termination of the Participant’s employment with orprovision of services to the Company, its Affiliates, and/or its Subsidiaries,as the case may be. Such provisions shall be determined in the sole discretionof the Committee, shall be included in the Award Agreement entered into witheach Participant, need not be uniform among all Shares of Restricted Stock orRestricted Stock Units issued pursuant to the Plan, and may reflectdistinctions based on the reasons for termination.

 

**8.8**                         **Section 83(b) Election**.The Committee may provide in an Award Agreement that the Award of RestrictedStock is conditioned upon the Participant making or refraining from making anelection with respect to the Award under Section 83(b) of the Code.If a Participant makes an election pursuant to Section 83(b) of theCode concerning a Restricted Stock Award, the Participant shall be required tofile promptly a copy of such election with the Company.

 

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## **Article 9.Performance Units/Performance** Shares

 

**9.1****                         Grantof Performance Units/Performance Shares**. Subject to the terms andprovisions of the Plan, the Committee, at any time and from time to time,may grant Performance Units and/or Performance Shares to Participants in suchamounts and upon such terms as the Committee shall determine.

 

**9.2****                         Valueof Performance Units/Performance Shares**. Each Performance Unit shallhave an initial value that is established by the Committee at the time ofgrant. Each Performance Share shall have an initial value equal to the FairMarket Value of a Share on the date of grant. The Committee shall setperformance goals in its discretion which, depending on the extent to whichthey are met, will determine the value and/or number of PerformanceUnits/Performance Shares that will be paid out to the Participant.

 

**9.3****                         Earningof Performance Units/Performance Shares**. Subject to the terms ofthis Plan, after the applicable Performance Period has ended, the holderof Performance Units/Performance Shares shall be entitled to receive payout onthe value and number of Performance Units/Performance Shares earned by theParticipant over the Performance Period, to be determined as a function of theextent to which the corresponding performance goals have been achieved.

 

**9.4****                         Form andTiming of Payment of Performance Units/Performance Shares**. Payment ofearned Performance Units/Performance Shares shall be as determined by theCommittee and as evidenced in the Award Agreement. Subjectto the terms of the Plan, the Committee, in its sole discretion, maypay earned Performance Units/Performance Shares in the form of cash or inShares (or in a combination thereof) equal to the value of the earnedPerformance Units/Performance Shares at the close of the applicable PerformancePeriod, or as soon as practicable after the end of the Performance Period. AnyShares may be granted subject to any restrictions deemed appropriate by theCommittee. The determination of the Committee with respect to the form ofpayout of such Awards shall be set forth in the Award Agreement pertaining tothe grant of the Award.

 

**9.5****                         Terminationof Employment**. Each Award Agreement shall set forth the extent to which theParticipant shall have the right to retain Performance Units and/or PerformanceShares following termination of the Participant’s employment with or provisionof services to the Company, its Affiliates, and/or its Subsidiaries, as thecase may be. Such provisions shall be determined in the sole discretion of theCommittee, shall be included in the Award Agreement entered into with eachParticipant, need not be uniform among all Awards of Performance Units orPerformance Shares issued pursuant to the Plan, and may reflect distinctionsbased on the reasons for termination.

 

**9.6****                         Nontransferability**.Except as otherwise provided in a Participant’s Award Agreement or otherwise atany time by the Committee, Performance Units/Performance Shares may not besold, transferred, pledged, assigned, or otherwise alienated or hypothecated,other than by will or by the laws of descent and distribution. Further, exceptas otherwise provided in a Participant’s Award Agreement or otherwise at anytime by the Committee, a Participant’s rights under the Plan shall be exercisableduring his or her lifetime only by such Participant.

 

## **Article 10.Cash-Based Awards and Other** Stock-Based Awards

 

**10.1****                  Grantof Cash-Based Awards**. Subject to the terms and provisions of the Plan,the Committee, at any time and from time to time, may grant Cash-Based Awardsto Participants in such

 

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amounts and upon such terms, including the achievementof specific performance goals, as the Committee may determine.

 

**10.2****                  OtherStock-Based Awards**. The Committee may grant other types of equity-based orequity-related Awards not otherwise described by the terms of this Plan(including the grant or offer for sale of unrestricted Shares) in such amountsand subject to such terms and conditions, as the Committee shall determine.Such Awards may involve the transfer of actual Shares to Participants, orpayment in cash or otherwise of amounts based on the value of Shares and mayinclude, without limitation, Awards designed to comply with or take advantage ofthe applicable local laws of jurisdictions other than the United States.

 

**10.3****                  Valueof Cash-Based and Other Stock-Based Awards**. Each Cash-Based Award shallspecify a payment amount or payment range as determined by the Committee. EachOther Stock-Based Award shall be expressed in terms of Shares or units based onShares, as determined by the Committee. The Committee may establish performancegoals in its discretion. If the Committee exercises its discretion to establishperformance goals, the number and/or value of Cash-Based Awards or OtherStock-Based Awards that will be paid out to the Participant will depend on theextent to which the performance goals are met.

 

**10.4****                  Paymentof Cash-Based Awards and Other Stock-Based Awards**. Payment, if any, withrespect to a Cash-Based Award or an Other Stock-Based Award shall be made inaccordance with the terms of the Award, in cash or Shares as the Committeedetermines.

 

**10.5****                  Terminationof Employment**. The Committee shall determine the extent to which theParticipant shall have the right to receive Cash-Based Awards or otherStock-Based Awards following termination of the Participant’s employment withor provision of services to the Company, its Affiliates, and/or itsSubsidiaries, as the case may be. Such provisions shall be determined in thesole discretion of the Committee, such provisions may be included in anagreement entered into with each Participant, but need not be uniform among allAwards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to thePlan, and may reflect distinctions based on the reasons for termination.

 

**10.6****                  Nontransferability**.Except as otherwise determined by the Committee, neither Cash-Based Awards norOther Stock-Based Awards may be sold, transferred, pledged, assigned, or otherwisealienated or hypothecated, other than by will or by the laws of descent anddistribution. Further, except as otherwise provided by the Committee, aParticipant’s rights under the Plan, if exercisable, shall be exercisableduring his or her lifetime only by such Participant. With respect to thoseCash-Based Awards or Other Stock-Based Awards, if any, that are permitted to betransferred to another person, references in the Plan to exercise or payment ofsuch Awards by or to the Participant shall be deemed to include, as determinedby the Committee, the Participant’s permitted transferee.

 

## **Article 11.Performance Measures**

 

**11.1****                  PerformanceMeasures.** Unless and until the Committee proposes for shareholder vote andthe shareholders approve a change in the general Performance Measures set forthin this Article 11, the performance goals upon which the payment orvesting of an Award to a Covered Employee

 

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that is intended to qualify as Performance-Based Compensationshall be limited to the following Performance Measures:

 

(a)                            Netearnings or net income (before or after taxes);

(b)                           Earningsper share;

(c)                            Netsales growth;

(d)                           Netoperating profit;

(e)                            Returnmeasures (including, but not limited to, return on assets, capital, investedcapital, equity, or sales);

(f)                              Cashflow (including, but not limited to, operating cash flow , free cash flow, andcash flow return on capital);

(g)                           Earningsbefore or after taxes, interest, depreciation, and/or amortization;

(h)                           Grossor operating margins;

(i)                               Productivityratios;

(j)                               Shareprice (including, but not limited to, growth measures and total shareholderreturn);

(k)                            Expensetargets;

(l)                               Margins;

(m)                         Operatingefficiency;

(n)                           Customersatisfaction;

(o)                           Workingcapital targets; and

(p)                           Economicvalue added or EVA® (net operating profit after tax minus the sum ofcapital multiplied by the cost of capital).

 

Any Performance Measure(s) maybe used to measure the performance of the Company, Subsidiary, and/or Affiliateas a whole or any business unit of the Company, Subsidiary, and/or Affiliate orany combination thereof, as the Committee may deem appropriate, or any of theabove Performance Measures as compared to the performance of a group ofcomparator companies, or published or special index that the Committee, in itssole discretion, deems appropriate, or the Company may select PerformanceMeasure (j) above as compared to various stock market indices. The Committeealso has the authority to provide for accelerated vesting of any Award based onthe achievement of performance goals pursuant to the Performance Measuresspecified in this Article 11.

 

**11.2****                  Evaluation of Performance.** The Committee may provide in any such Award thatany evaluation of performance may include or exclude any of the followingevents that occurs during a Performance Period: (a) asset write-downs, (b) litigationor claim judgments or settlements, (c) the effect of changes in tax laws,accounting principles, or other laws or provisions affecting reported results, (d) anyreorganization and restructuring programs, (e) extraordinary nonrecurringitems as described in Accounting Principles Board Opinion No. 30 and/or inmanagement’s discussion and analysis of financial condition and results ofoperations appearing in the Company’s annual report to shareholders for theapplicable year, (f) acquisitions or divestitures, and (g) foreignexchange gains and losses. To the extent such inclusions or exclusions affectAwards to Covered Employees, they shall be prescribed in a form that meets therequirements of Code Section 162(m) for deductibility.

 

**11.3****                  Adjustmentof Performance-Based Compensation.** Awards that are designed to qualify asPerformance-Based Compensation, and that are held by Covered Employees, may notbe adjusted upward. The Committee shall retain the discretion to adjust suchAwards downward, either on a formula or discretionary basis or any combination,as the Committee determines.

 

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**11.4****                  CommitteeDiscretion.** In the event that applicable tax and/or securities laws changeto permit Committee discretion to alter the governing Performance Measureswithout obtaining shareholder approval of such changes, the Committee shallhave sole discretion to make such changes without obtaining shareholderapproval. In addition, in the event that the Committee determines that it isadvisable to grant Awards that shall not qualify as Performance-BasedCompensation, the Committee may make such grants without satisfying therequirements of Code Section 162(m) and base vesting on PerformanceMeasures other than those set forth in Section 11.1.

 

## **Article 12.Nonemployee Director Awards**

 

**12.1****                  NonemployeeDirector Awards.** All Awards to Nonemployee Directors shall be determined bythe Board or Committee.

 

**12.2****                  NonemployeeDirector Retainer Deferral.**The Committee may permit or require aNonemployee Director Participant to defer all or some portion of any cashretainer to be paid to such Participant. If any such deferral election isrequired or permitted, the Committee shall, in its sole discretion, establish rules andprocedures for such retainer deferrals.

 

## **Article 13.Dividend Equivalents**

## ** **

Any Participant selected by the Committee may begranted dividend equivalents based on the dividends declared on Shares that aresubject to any Award, to be credited as of dividend payment dates, during theperiod between the date the Award is granted and the date the Award isexercised, vests or expires, as determined by the Committee. Such dividendequivalents shall be converted to cash or additional Shares by such formula andat such time and subject to such limitations as may be determined by theCommittee.

 

## **Article 14.Beneficiary Designation**

## ** **

Each Participant under the Plan may, from time totime, name any beneficiary or beneficiaries (who may be named contingently orsuccessively) to whom any benefit under the Plan is to be paid in case of hisor her death before he or she receives any or all of such benefit. Each suchdesignation shall revoke all prior designations by the same Participant,shall be in a form prescribed by the Committee, and will be effective only whenfiled by the Participant in writing with the Company during the Participant’slifetime. In the absence of any such designation, benefits remaining unpaid atthe Participant’s death shall be paid to the Participant’s estate.

 

## **Article 15.Deferrals**

## ** **

The Committee may permit or require a Participant todefer such Participant’s receipt of the payment of cash or the delivery of Sharesthat would otherwise be due to such Participant by virtue of the exercise of anOption or SAR, the lapse or waiver of restrictions with respect to RestrictedStock or Restricted Stock Units, or the satisfaction of any requirements orperformance goals with respect to Performance Shares, Performance Units,Cash-Based Awards, Other Stock-Based Awards, or Cash-Based Awards. If any suchdeferral election is required or permitted, the Committee shall, in its solediscretion, establish rules and procedures for such payment deferrals.

 

## **Article 16.Rights of Participants**

 

**16.1****                  Employment**.Nothing in the Plan or an Award Agreement shall interfere with or limit in anyway the right of the Company, its Affiliates, and/or its Subsidiaries, toterminate any

 

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Participant’s employment or service on the Board atany time or for any reason not prohibited by law, nor confer upon anyParticipant any right to continue his or her employment or service as aDirector for any specified period of time.

 

Neither an Award nor any benefits arising under thisPlan shall constitute an employment contract with the Company, its Affiliates,and/or its Subsidiaries and, accordingly, subject to Articles 3 and 18,this Plan and the benefits hereunder may be terminated at any time in the soleand exclusive discretion of the Committee without giving rise to any liabilityon the part of the Company, its Affiliates, and/or its Subsidiaries.

 

**16.2****                  Participation**.No individual shall have the right to be selected to receive an Award underthis Plan, or, having been so selected, to be selected to receive a futureAward.

 

**16.3****                  Rightsas a Shareholder**. Except as otherwise provided herein, a Participant shallhave none of the rights of a shareholder with respect to Shares covered by anyAward until the Participant becomes the record holder of such Shares.

 

## **Article 17.Change of Control**

## ** **

**17.1****                  Changeof Control of the Company**. Upon the occurrence of a Change of Control,unless otherwise specifically prohibited under applicable laws or by the rules andregulations of any governing governmental agencies or national securitiesexchanges, or unless the Committee shall determine otherwise in the AwardAgreement:

 

(a)                            Anyand all Options and SARs granted hereunder shall become immediately vested andexercisable; additionally, if a Participant’s employment is terminated for anyreason except Cause within three (3) months prior to such Change ofControl or within twelve (12) months subsequent to such Change of Control, theParticipant shall have until the earlier of: (i) twelve (12) monthsfollowing such termination date, or (ii) the expiration of the Option orSAR term, to exercise any such Option or SAR;

 

(b)                           AnyPeriod of Restriction and restrictions imposed on Restricted Stock orRestricted Stock Units shall lapse and such Restricted Stock or RestrictedStock Units shall become fully vested;

 

(c)                            Thetarget payout opportunities attainable under all outstanding Awards ofperformance-based Restricted Stock, performance-based Restricted Stock Units,Performance Units, and Performance Shares, shall be deemed to have been fullyearned based on targeted performance being attained as of the effective date ofthe Change of Control;

 

(i)                                     Thevesting of all Awards denominated in Shares shall be accelerated as of theeffective date of the Change of Control, and shall be paid out to Participantswithin thirty (30) days following the effective date of the Change of Control.The Committee has the authority to pay all or any portion of the value of theShares in cash;

 

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(ii)                                  Awardsdenominated in cash shall be paid to Participants in cash within thirty (30)days following the effective date of the Change of Control; and

 

(d)                           Upona Change of Control, unless otherwise specifically provided in a writtenagreement entered into between the Participant and the Company, the Committeeshall pay out all Cash-Based Awards and Other Stock-Based Awards.

 

(e)                            Subjectto the acceleration of vesting of outstanding Options, the Committee, in itsdiscretion, may provide that in the event of a Change of Control pursuant to Section 2.8(a), (b), (c), or (d),no later than ten (10) days after the approval by the shareholders of theCompany of such merger, consolidation, reorganization, sale, lease, or exchangeor assets or dissolution or such election of directors, or in the event of aChange of Control pursuant to Section 2.8(a),no later than thirty (30) days after the occurrence of such Change of Control,that (i) Options may be exercised in full only for a limited period oftime on or before a specified date (before or after such Change of Control)fixed by the Committee, after which specified date all unexercised Options andall rights of the Participants thereunder shall terminate, or (ii) requirethe mandatory surrender to the Company by selected Participants of some or allof the outstanding Options held by such Participants as of a date, before orafter such Change of Control, specified by the Committee, in which event theCommittee shall thereupon cancel such Options and the Company shall pay to eachParticipant an amount of cash per Share equal to the excess, if any of the “Changeof Control Value” of the Shares subject to such Option over the Option Price(s)under such Options for such Shares.

 

(f)                              Forthe purpose of Section 17.1(f)(ii), “Change of Control Value” shall equalthe amount determined in clause (i), (ii), or (iii), whichever is applicable,as follows: (i) the per Share price offered to shareholders of the Companyin any such merger, consolidation, reorganization, sale of assets, ordissolution transaction, (ii) the price per Share offered to shareholdersof the Company in any tender offer or exchange offer whereby a Change ofControl takes place, or (iii) if such Change of Control occurs other thanpursuant to a tender or exchange offer, the Fair Market Value per Share of theShares in which such Options being surrendered are exercisable, as determinedby the Committee as of the date determined by the Committee to be the date ofcancellation and surrender of such Options. In the event that the considerationoffered to shareholders of the Company in any transaction described in Section 2.8 consists of anythingother than cash, the Committee shall determine the fair cash equivalent of theportion of the consideration offered which is other than cash.

 

## **Article 18.Amendment, Modification, Sus**pension, and Termination

## ** **

**18.1****                  Amendment,Modification, Suspension, and Termination**. Subject to Section 18.3,the Committee may, at any time and from time to time, alter, amend,modify, suspend, or terminate the Plan and any Award Agreement in whole orin part; provided, however, that, without the prior approval of the Company’sshareholders and except as provided in Sections 4.4 and 6.11 hereof, Options orSARs issued under the Plan will not be repriced, replaced, or regranted through

 

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cancellation,****or by loweringthe Option Price of a previously granted Option or the Grant Price of apreviously granted SAR, and no amendment of the Plan shall be made withoutshareholder approval if shareholder approval is required by law, regulation, orstock exchange rule.

 

**18.2****                  Adjustmentof Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events**.The Committee may make adjustments in the terms and conditions of, and thecriteria included in, Awards in recognition of unusual or nonrecurring events(including, without limitation, the events described in Section 4.4hereof) affecting the Company or the financial statements of the Company or ofchanges in applicable laws, regulations, or accounting principles, whenever theCommittee determines that such adjustments are appropriate in order to preventunintended dilution or enlargement of the benefits or potential benefitsintended to be made available under the Plan. The determination of theCommittee as to the foregoing adjustments, if any, shall be conclusive andbinding on Participants under the Plan.

 

**18.3****                  AwardsPreviously Granted**. Notwithstanding any other provision of the Plan to thecontrary, no termination, amendment, suspension, or modification of the Plan oran Award Agreement shall adversely affect in any material way any Awardpreviously granted under the Plan, without the written consent of theParticipant holding such Award. 

 

## **Article 19.Withholding**

## ** **

**19.1****                  TaxWithholding**. The Company shall have the power and the right to deduct orwithhold, or require a Participant to remit to the Company, the minimumstatutory amount to satisfy federal, state, and local taxes, domestic orforeign, required by law or regulation to be withheld with respect to anytaxable event arising as a result of this Plan.

 

**19.2****                  ShareWithholding**. With respect to withholding required upon the exercise ofOptions or SARs, upon the lapse of restrictions on Restricted Stock andRestricted Stock Units, or upon the achievement of performance goals related toPerformance Shares, or any other taxable event arising as a result of an Awardgranted hereunder, Participants may elect, subject to the approval of theCommittee, to satisfy the withholding requirement, in whole or in part, byhaving the Company withhold Shares having a Fair Market Value on the date thetax is to be determined equal to the minimum statutory total tax that could beimposed on the transaction. All such elections shall be irrevocable, made inwriting, and signed by the Participant, and shall be subject to anyrestrictions or limitations that the Committee, in its sole discretion, deemsappropriate.

 

## **Article 20.Successors**

 

All obligations of the Company under the Plan withrespect to Awards granted hereunder shall be binding on any successor to theCompany, whether the existence of such successor is the result of a direct orindirect purchase, merger, consolidation, or otherwise, of all or substantiallyall of the business and/or assets of the Company.

 

## **Article 21.General Provisions**

## ** **

**21.1****                  ForfeitureEvents**.

 

(a)                            TheCommittee may specify in an Award Agreement that the Participant’s rights,payments, and benefits with respect to an Award shall be subject to reduction,

 

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cancellation, forfeiture, or recoupment upon theoccurrence of certain specified events, in addition to any otherwise applicablevesting or performance conditions of an Award. Such events may include, butshall not be limited to, termination of employment for cause, termination ofthe Participant’s provision of services to the Company, Affiliate, and/or Subsidiary,violation of material Company, Affiliate, and/or Subsidiary policies, breach ofnoncompetition, confidentiality, or other restrictive covenants that may applyto the Participant, or other conduct by the Participant that is detrimental tothe business or reputation of the Company, its Affiliates, and/or itsSubsidiaries.

 

(b)                           Ifthe Company is required to prepare an accounting restatement due to thematerial noncompliance of the Company, as a result of misconduct, with anyfinancial reporting requirement under the securities laws, or if theParticipant is one of the persons subject to automatic forfeiture under Section 304of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Companythe amount of any payment in settlement of an Award earned or accrued duringthe twelve-month period following the first public issuance or filing with theUnited States Securities and Exchange Commission (whichever just occurred) ofthe financial document embodying such financial reporting requirement.

 

**21.2**                  **Legend**. Thecertificates for Shares may include any legend which the Committee deemsappropriate to reflect any restrictions on transfer of such Shares.

 

**21.3****                  Genderand Number**. Except where otherwise indicated by the context, any masculineterm used herein also shall include the feminine, the plural shall include thesingular, and the singular shall include the plural.

 

**21.4****                  Severability**.****In the event any provision of the Plan shall be heldillegal or invalid for any reason, the illegality or invalidity shall notaffect the remaining parts of the Plan, and the Plan shall be construed andenforced as if the illegal or invalid provision had not been included.

 

**21.5****                  Requirementsof Law**.****The granting of Awards and theissuance of Shares under the Plan shall be subject to all applicable laws,rules, and regulations, and to such approvals by any governmental agencies ornational securities exchanges as may be required.

 

**21.6****                  Deliveryof Title**.****The Company shall have noobligation to issue or deliver evidence of title for Shares issued under thePlan prior to:

 

(a)                            Obtainingany approvals from governmental agencies that the Company determines arenecessary or advisable; and

 

(b)                           Completionof any registration or other qualification of the Shares under any applicablenational or foreign law or ruling of any governmental body that the Companydetermines to be necessary or advisable.

 

**21.7****                  Inabilityto Obtain Authority**.****The inabilityof the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to be

 

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necessary to the lawful issuance and sale of anyShares hereunder, shall relieve the Company of any liability in respect of thefailure to issue or sell such Shares as to which such requisite authority shallnot have been obtained.

 

**21.8****                  InvestmentRepresentations**.****The Committeemay require any person receiving Shares pursuant to an Award under this Plan torepresent and warrant in writing that the person is acquiring the Shares forinvestment and without any present intention to sell or distribute such Shares.

 

**21.9****                  EmployeesBased Outside of the United States**. Notwithstanding any provision of thePlan to the contrary, in order to comply with the laws in other countries inwhich the Company, its Affiliates, and/or its Subsidiaries operate or haveEmployees or  Directors**,** the Committee, in its sole discretion, shall have thepower and authority to:

 

(a)                            Determinewhich Affiliates and Subsidiaries shall be covered by the Plan;

 

(b)                           Determinewhich Employees and/or Directors outside the United States are eligible toparticipate in the Plan;

 

(c)                            Modifythe terms and conditions of any Award granted to Employees and/or Directorsoutside the United States to comply with applicable foreign laws;

 

(d)                           Establishsubplans and modify exercise procedures and other terms and procedures, to theextent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 21.9by the Committee shall be attached to this Plan document as appendices; and

 

(e)                            Takeany action, before or after an Award is made, that it deems advisable to obtainapproval or comply with any necessary local government regulatory exemptions orapprovals.

 

Notwithstandingthe above, the Committee may not take any actions hereunder, and no Awardsshall be granted, that would violate applicable law.

 

**21.10****           UncertificatedShares**. To the extent that the Plan provides for issuance of certificatesto reflect the transfer of Shares, the transfer of such Shares may be effectedon a noncertificated basis, to the extent not prohibited by applicable law orthe rules of any stock exchange.

 

**21.11****           UnfundedPlan**.****Participants shall have no right,title, or interest whatsoever in or to any investments that the Company, and/orits Subsidiaries, and/or Affiliates may make to aid it in meeting itsobligations under the Plan. Nothing contained in the Plan, and no action takenpursuant to its provisions, shall create or be construed to create a trust ofany kind, or a fiduciary relationship between the Company and any Participant,beneficiary, legal representative, or any other person. To the extent that anyperson acquires a right to receive payments from the Company, and/or itsSubsidiaries, and/or Affiliates under the Plan, such right shall be no greaterthan the right of an unsecured general creditor of the Company, a Subsidiary,or an Affiliate, as the case may be. All payments to be made hereunder shall bepaid from the general funds of the Company, a Subsidiary, 

 

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or an Affiliate, as the case may be and no special orseparate fund shall be established and no segregation of assets shall be madeto assure payment of such amounts except as expressly set forth in the Plan.

 

**21.12**           **No Fractional Shares**.No fractional Shares shall be issued or delivered pursuant to the Plan or anyAward. The Committee shall determine whether cash, Awards, or other propertyshall be issued or paid in lieu of fractional Shares or whether such fractionalShares or any rights thereto shall be forfeited or otherwise eliminated.

 

**21.13**           **Retirement and WelfarePlans**. Neither Awards made under the Plan nor Shares or cash paidpursuant to such Awards may be included as “compensation” for purposes ofcomputing the benefits payable to any Participant under the Company’s or anySubsidiary’s or Affiliate’s retirement plans (both qualified and non-qualified)or welfare benefit plans unless such other plan expressly provides that suchcompensation shall be taken into account in computing a participant’s benefit.

 

**21.14**           **Nonexclusivity of the Plan**.The adoption of this Plan shall not be construed as creating any limitations onthe power of the Board or Committee to adopt such other compensationarrangements as it may deem desirable for any Participant.

 

**21.15****           NoConstraint on Corporate Action.** Nothing in this Plan shall be construed to:(i) limit, impair, or otherwise affect the Company’s or a Subsidiary’s oran Affiliate’s right or power to make adjustments, reclassifications,reorganizations, or changes of its capital or business structure, or to mergeor consolidate, or dissolve, liquidate, sell, or transfer all or any part ofits business or assets; or, (ii) limit the right or power of the Companyor a Subsidiary or an Affiliate to take any action which such entity deems tobe necessary or appropriate.

 

**21.16****           GoverningLaw**. The Plan and each Award Agreement shall be governed by the laws of theState of New York, excluding any conflicts or choice of law rule orprinciple that might otherwise refer construction or interpretation of the Planto the substantive law of another jurisdiction. Unless otherwise provided inthe Award Agreement, recipients of an Award under the Plan are deemed to submitto the exclusive jurisdiction and venue of the federal or state courts of NewYork, to resolve any and all issues that may arise out of or relate to the Planor any related Award Agreement.

 

**22.17****           Indemnification.**Each person who is or shall have been a member of the Board, or a Committeeappointed by the Board, or an officer of the company to whom authority wasdelegated in accordance with Section 3.3 shall be indemnified and heldharmless by the Company against and from any loss, cost, liability, or expensethat may be imposed upon or reasonably incurred by him or her in connectionwith or resulting from any claim, action, suit, or proceeding to which he orshe may be a party or in which he or she may be involved by reason of anyaction take or failure to act under the Plan and against and from any and allamounts paid by him or her in settlement thereof, with the Company’s approval,or paid by him or her in satisfaction of any judgement in any such action,suit, or proceeding against him or her, provided he or she shall give theCompany an opportunity, at its own expense, to handle and defend the samebefore he or she undertakes to handle and defend it on his or her own behalf,unless such loss, cost, liability, or expense is a result of his or her ownwillful misconduct or except as expressly provided by statute.

 

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The foregoing right of indemnification shall not beexclusive of any other rights of indemnification to which such persons may beentitled under the Company’s Certificate of Incorporation of Bylaws, as amatter of law, or otherwise, or any power that the Company may have toindemnify them or hold them harmless.

 

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