RESOURCE
CAPITAL CORP.
  2007 OMNIBUS EQUITY
COMPENSATION PLAN
  1.  Purpose
  The
purpose of the Plan is to provide (i) employees of the Company or an Affiliate
of the Company, (ii) any individual who provides services to the Company or an
Affiliate of the Company, including portfolio managers and other employees of
Resource Capital Manager, Inc. and Resource America, Inc., and (iii) members of
the Board, with the opportunity to receive grants of Options, SARs, Stock Units,
Performance Shares, Stock Awards, Dividend Equivalents and Other Stock-Based
Awards.  The Company believes that the Plan will encourage the
Participants to contribute materially to the growth of the Company, thereby
benefiting the Company’s stockholders, and will align the economic interests of
the Participants with those of the stockholders.
  2.  Definitions
  Whenever
used in this Plan, the following terms will have the respective meanings set
forth below:
  (a)  "Administrator" means the
Committee and any delegate of the Committee that is appointed in accordance with
Section 3, except that the Board shall be the Administrator with respect to
Grants to Non-Employee Directors.
  (b)  “Affiliate” means a person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Person
specified.
  (c)  "Board" means the Company’s
Board of Directors as constituted from time to time.
  (d)  "Change of Control" means the
first to occur of any of the following events:
  (i)  the
Manager, or a direct or indirect wholly owned subsidiary of Resource America,
ceases to be the investment manager of the Company;
  (ii)  the sale,
lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of the Company, taken as a whole, to any Person
other than any one or more Qualified Affiliates;
  (iii)  the
acquisition by any Person or group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
successor provision), including any group acting for the purpose of acquiring,
holding or disposing of securities (within the meaning of Rule
13d-5(b)(1) under the Exchange Act), in a single transaction or in a
related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or
more of the total voting power of the voting capital interests of the Company,
other than an acquisition by one or more Qualified Affiliates; or
  (iv)  After the
date this Plan is approved by the stockholders of the Company, directors are
elected such that a majority of the members of the Board shall have been members
of the Board for less than two years, unless the election or nomination for
election of each new director who was not a director at the beginning of such
two-year period was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of such
period.
  (e)  “Code” means the Internal
Revenue Code of 1986, as amended.
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 (f)  "Company" means Resource
Capital Corp., a Maryland corporation.
  (g)  “Committee” means the
Compensation Committee of the Board or another committee appointed by the Board
to administer the Plan.
  (h)  “Date of Grant” means the
date a Grant is effective; provided, however, that no retroactive Grants will be
made.
  (i)  "Dividend Equivalent" means
an amount determined by multiplying the number of shares of Stock, Performance
Shares or Stock Units subject to a Grant by the per-share cash dividend, or the
per-share fair market value (as determined by the Administrator) of any dividend
in consideration other than cash, paid by the Company on its Stock on a dividend
payment date.
  (j)  “Effective Date” means July
25, 2007, subject to approval by the stockholders of the Company.
  (k)  “Exchange Act” means the
Securities Exchange Act of 1934, as amended.
  (l)  "Fair Market Value" of Stock
is (i) if the Stock is publicly traded, then the Fair Market Value per share
shall be determined as follows: (A) if the principal trading market for the
Stock is a national securities exchange or the Nasdaq National Market, the last
reported sale price thereof on the relevant date or (if there were no trades on
that date) the latest preceding date upon which a sale was reported, or (B) if
the Stock is not principally traded on such exchange or market, the mean between
the last reported “bid” and “asked” prices of Stock on the relevant date, as
reported on Nasdaq or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Administrator determines, or (ii) if the Stock
is not publicly traded or, if publicly traded, is not subject to reported
transactions or “bid” or “asked” quotations as set forth above, the Fair Market
Value per share shall be as determined by the Administrator.
  (m)  “Grant” means an Option, SAR,
Stock Unit, Performance Share, Stock Award, Dividend Equivalent or Other
Stock-Based Award granted under the Plan.
  (n)  “Grant Instrument” means the
written agreement that sets forth the terms and conditions of a Grant, including
all amendments thereto.
  (o)  “Incentive Stock Option”
means a stock option that is intended to meet the requirements of section 422 of
the Code, as described in Section 7.
  (p)  “Manager” means Resource
Capital Manager, Inc., a Delaware corporation.
  (q)  “Non-Employee Director” means
a non-employee director of the Company as defined by Rule 16b-3 under the
Exchange Act.
  (r)  “Nonqualified Stock Option”
means a stock option that is not intended to meet the requirements of section
422 of the Code, as described in Section 7.
  (s)  "Option" means an Incentive
Stock Option or Nonqualified Stock Option to purchase shares of Stock at an
Option Price for a specified period of time.
  (t)  "Option Price" means an
amount per share of Stock purchasable under an Option, as designated by the
Administrator.
  (u)  “Other Stock-Based Award”
means any Grant based on, measured by or payable in Stock (other than Grants
described in Sections 7, 8, 9, 10, 11 and 12), as described in Section
13.
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 (v)  “Parent” means a “parent
corporation,” as defined in section 424(e) of the Code, of the
Company.
  (w)  "Participant" means an
employee of the Company or an Affiliate of the Company, a member of the Board,
or an individual who provides services to the Company or an Affiliate of the
Company, including a portfolio manager or other employee of the Manager or
Resources America, and is selected by the Administrator to receive a Grant under
the Plan.
  (x)  “Performance Shares” means an
award of phantom shares, representing one or more shares of Stock, as described
in Section 10.
  (y)  “Person” means any
individual, corporation, partnership, joint venture, limited liability company,
estate, trust, or unincorporated association, and any fiduciary acting in such
capacity on behalf of any of the foregoing.
  (z)  "Plan" means this Resource
Capital Corp. 2007 Omnibus Equity Compensation Plan, as in effect from time to
time.
  (aa)  “Qualified Affiliate” means
(i) any Person that is part of a controlled group or under common control with
the Company or Resource America; (ii) any employee benefit plan (or related
trust) sponsored or maintained by the Company or by any entity controlled by the
Company; or (iii) any Person controlled by any executive officer (as defined by
Rule 16a-1(f) of the Exchange Act) of the Company.  For purposes of
this definition, “controlled by” shall mean possessing, directly or indirectly,
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.
  (bb)  “Resource America” means
Resource America, Inc., a Delaware corporation.
  (cc)  "Stock" means the common
stock, par value $0.001, of the Company or such other securities of the Company
as may be substituted for Stock pursuant to Sections 5(d) or 18.
  (dd)  “SAR” means an award of a
stock appreciation right, as described in Section 8.
  (ee)  “Stock Award” means an award
of Stock, as described in Section 11.
  (ff)  “Stock Unit” means an award
of a phantom unit, representing one or more shares of Stock, as described in
Section 9.
  (gg)  “Subsidiary”means any entity
in which the Company has a greater than 50% ownership interest.  For
purposes of Sections 7(c), (d) and (h), “Subsidiary” shall mean a “subsidiary
corporation,” as defined in section 424(f) of the Code, of the
Company.
  (hh)  “Successor Participant” means
the personal representative or other person entitled to succeed to the rights of
the Participant in accordance with Section 17.
  3.  Administration
  (a)  The Plan
shall be administered by the Administrator. The Administrator shall have the
sole authority to (i) determine the Participants to whom Grants shall be made
under the Plan, (ii) determine the type, size and terms of the Grants to be made
to each Participant, (iii) determine the time when the Grants will be made and
the duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms of any previously issued Grant, subject to the provisions of Section
20, (v) adopt guidelines separate from the Plan that set forth the specific
terms and conditions for Grants under the Plan, and (vi) deal with any other
matters arising under the Plan.
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 (b)  The
Administrator shall have full power and express discretionary authority to
administer and interpret the Plan, to make factual determinations and to adopt
or amend such rules, regulations, agreements and instruments for implementing
the Plan and for the conduct of its business as it deems necessary or advisable,
in its sole discretion.  The Administrator’s interpretations of the
Plan and all determinations made by the Administrator pursuant to the powers
vested in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder.  All powers
of the Administrator shall be executed in its sole discretion, in the best
interest of the Company, not as a fiduciary, and in keeping with the objectives
of the Plan and need not be uniform as to similarly situated
individuals.
  (c)  The
Administrator, in its discretion, may delegate to one or more officers of the
Company all or part of the Administrator’s authority and duties with respect to
grants and awards to individuals who are not subject to the reporting and other
provisions of Section 16 of the Exchange Act.  The Administrator
may revoke or amend the terms of a delegation at any time but such action shall
not invalidate any prior actions of the Administrator’s delegate or delegates
that were consistent with the terms of the Plan and the Administrator’s prior
delegation.
  4.  Grants
  Grants
under the Plan may consist of Options, SARs, Stock Units, Performance Shares,
Stock Awards, Dividend Equivalents and Other Stock-Based Awards.  All
Grants shall be subject to the terms and conditions set forth herein and to such
other terms and conditions consistent with the Plan as the Administrator deems
appropriate and as are specified in writing by the Administrator in separate
guidelines or to the individual in the Grant Instrument or an amendment to the
guidelines or Grant Instrument.  The Administrator shall approve the
form and provisions of each Grant Instrument.  All Grants shall be
made conditional upon the Participant’s acknowledgment, in writing or by
acceptance of the Grant, that all decisions and determinations of the
Administrator shall be final and binding on the Participant, his or her
beneficiaries, and any other person having or claiming an interest under such
Grant.  Grants under a particular Section of the Plan need not be
uniform as among the Participants.
  5.  Shares of Stock Subject to
the Plan
  (a)  Shares
Authorized.  The total aggregate number of shares of Stock that
may be issued or transferred under the Plan is 2,000,000 shares, subject to
adjustment as described below. The shares may be
authorized but unissued shares of Stock or reacquired shares of Stock, including
shares purchased by the Company on the open market for purposes of the
Plan.  Grants paid in cash shall not count against the foregoing share
limits.
  (b)  Share
Counting.  For administrative purposes, when the Administrator
makes a Grant payable in Stock, the Administrator shall reserve shares of Stock
equal to the maximum number of shares of Stock that may be payable under the
Grant.  If and to the extent Options or SARs granted under the Plan
terminate, expire, or are canceled, forfeited, exchanged or surrendered without
having been exercised or if any Stock Awards, Stock Units, Performance Shares,
Dividend Equivalents or Other Stock-Based Awards are forfeited or terminated, or
otherwise not paid in full, the shares subject to such Grants which have not
been issued shall again be available for purposes of the Plan.  Shares
of Stock surrendered in payment of the Option Price of an Option or withheld for
purposes of satisfying the Employer’s minimum tax withholding obligations with
respect to Grants under the Plan shall again be available for issuance or
transfer under the Plan.  To the extent that any Grants are paid in
cash, and not in shares of Stock, any shares previously reserved for issuance or
transfer pursuant to such Grants shall again be available for issuance or
transfer under the Plan.
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 (c)  Individual
Limits.  All Grants under the Plan, other than Dividend
Equivalents, shall be expressed in shares of Stock.  The maximum
aggregate number of shares of Stock with respect to which all Grants, other than
Dividend Equivalents, may be made under the Plan to any individual during any
calendar year shall be 300,000 shares, subject to adjustment as described
below.  A Participant may not accrue Dividend Equivalents during any
calendar year in excess of $100,000.The individual limits
described in this subsection (c) shall apply without regard to whether the
Grants are to be paid in Stock or in cash.  All cash payments (other
than Dividend Equivalents) shall equal the Fair Market Value of the shares of
Stock to which the cash payment relates.
  (d)  Adjustments.  If
there is any change in the number or kind of shares of Stock outstanding (i) by
reason of a stock dividend, spinoff, recapitalization, stock split, or
combination or exchange of shares, (ii) by reason of a merger, reorganization or
consolidation, (iii) by reason of a reclassification or change in par value, or
(iv) by reason of any other extraordinary or unusual event affecting the
outstanding Stock as a class without the Company’s receipt of consideration, or
if the value of outstanding shares of Stock is substantially reduced as a result
of a spinoff or the Company’s payment of an extraordinary dividend or
distribution, the maximum number of shares of Stock available for issuance under
the Plan, the maximum number of shares of Stock for which any individual may
receive pursuant to Grants in any year, the number of shares covered by
outstanding Grants, the kind of shares to be issued or transferred under the
Plan, and the price per share or the applicable market value of such Grants
shall be appropriately adjusted by the Administrator to reflect any increase or
decrease in the number of, or change in the kind or value of, issued shares of
Stock to preclude, to the extent practicable, the enlargement or dilution of
rights and benefits under such Grants; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated.  Any
adjustments determined by the Administrator shall be final, binding and
conclusive.
  6.  Eligibility for
Participation
  Any employee of the Company or an
Affiliate of the Company, any member of the Board and any individual who
provides services to the Company or an Affiliate of the Company, including a
portfolio manager or other employee of the Manager or Resource America, is
eligible to participate in this Plan if the Administrator, in its sole
discretion, determines that such person has contributed significantly or can be
expected to contribute significantly to the profits or growth of the Company or
an Affiliate of the Company.  Grants will be made only to persons who
are employees, directors, consultants or advisors of the Company for purposes of
Form S-8 registration under the Securities Act of 1933, as
amended.  Options and SARs may be granted only to persons who perform
direct services to the Company on the date of grant, as determined under section
409A of the Code.
  7.  Options
  (a)  General
Requirements.  The Administrator may grant Options to a
Participant upon such terms and conditions as the Administrator deems
appropriate under this Section 7.
  (b)  Number of
Shares.  The Administrator shall determine the number of shares
of Stock that will be subject to each Grant of Options to
Participants.
  (c)  Type of Option and
Price.
  (i)  The
Administrator may grant Incentive Stock Options or Nonqualified Stock Options or
any combination of Incentive Stock Options and Nonqualified Stock
Options.  Incentive Stock Options may be granted only to employees of
the Company or its Subsidiaries. No Option that is intended to be an Incentive
Stock Option shall be invalid for failure to qualify as an Incentive Stock
Option.  Nonqualified Stock Options may be granted to any
Participant.
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 (ii)  The
Option Price shall be determined by the Administrator and may be equal to or
greater than the Fair Market Value of the shares of Stock subject to the Grant
on the Date of Grant; provided, however, that an Incentive Stock Option may not
be granted to any person who, at the Date of Grant, owns stock possessing more
than 10 percent of the total combined voting power of all classes of stock of
the Company or any Subsidiary, unless the Option Price is not less than 110% of
the Fair Market Value on the Date of Grant.
  (d)  Option
Term.  The Administrator shall determine the term of each
Option.  The term of an Option shall not exceed ten years from the
Date of Grant.  However, an Incentive Stock Option that is granted to
an Employee who, at the Date of Grant, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company, or any Subsidiary, may not have a term that exceeds five years from the
Date of Grant.
  (e)  Exercisability of
Options.  Options shall become exercisable in accordance with
such terms and conditions as may be determined by the Administrator and
specified in the Grant Instrument.  The Administrator may accelerate
the exercisability of any or all outstanding Options at any time for any
reason.
  (f)  Termination of Employment or
Service.  Except as provided in the Grant Instrument, an Option
may only be exercised while the Participant is employed by, or providing service
to, the Company, an Affiliate or another entity as designated in the Grant
Instrument.  The Administrator shall specify in the Grant Instrument
under what circumstances and during what time periods a Participant may exercise
an Option after termination of employment or service.
  (g)  Exercise of
Options.  A Participant may exercise an Option that has become
exercisable, in whole or in part, by delivering a notice of exercise to the
Company or its designated agent.  The Participant shall pay the Option
Price and any withholding taxes for the Option (i) in cash or by certified
check, (ii) with the approval of the Administrator, by delivering shares of
Stock owned by the Participant and having a Fair Market Value on the date of
exercise equal to the Option Price or by attestation (on a form prescribed by
the Administrator) to ownership of shares of Stock having an aggregate Fair
Market Value on the date of exercise equal to the Option Price, (iii) in cash,
on the T+3 settlement date that occurs after the exercise date specified in the
notice of exercise, provided that the Participant exercises the Option through
an irrevocable agreement with a registered broker and the payment is made in
accordance with procedures permitted by Regulation T of the Federal Reserve
Board and such procedures do not violate applicable law, or (iv) by such other
method as the Administrator may approve, to the extent permitted by applicable
law.  Shares of Stock used to exercise an Option shall have been held
by the Participant for the requisite period of time to avoid adverse accounting
consequences to the Company with respect to the Option.  Payment for
the shares pursuant to the Option, and any required withholding taxes, must be
received by the time specified by the Administrator depending on the type of
payment being made.
  (h)  Limits on Incentive Stock
Options.  Each Incentive Stock Option shall provide that if the
aggregate Fair Market Value on the Date of Grant with respect to which Incentive
Stock Options are exercisable for the first time by a Participant during any
calendar year, under the Plan or any other stock option plan of the Company or a
Parent or Subsidiary, exceeds $100,000, then the Option, as to the excess, shall
be treated as a Nonqualified Stock Option.
  8.  SARs
  (a)  General
Requirements.  The Administrator may grant SARs to any
Participant, upon such terms and conditions as the Administrator deems
appropriate under this Section 8.  Each SAR shall represent the right
of the Participant to receive, upon settlement of the SAR, shares of Stock or
cash equal to the amount by which the Fair Market Value of a share of Stock on
the date of exercise of the SAR exceeds the base amount of the SAR as described
below in Section 8(c).
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 (b)  Terms of
SARs.  The Administrator shall determine the terms and
conditions of SARs and may grant SARs separately from or in tandem with any
Option (for all or a portion of the applicable Option).  Tandem SARs
may be granted either at the time the Option is granted or any time thereafter
while the Option remains outstanding; provided, however, that in the case of an
Incentive Stock Option, SARs may be granted only at the time of the grant of the
Incentive Stock Option.  The Administrator will determine the number
of SARs to be granted, the base amount, the vesting and other restrictions
applicable to SARs and the period during which SARs will remain
exercisable.
  (c)  Base
Amount.  The Administrator shall establish the base amount of
the SAR at the time the SAR is granted.  The base amount shall not be
less than the Fair Market Value of the shares of Stock subject to the Grant on
the Date of Grant.
  (d)  Payment With Respect to
SARs.  The Administrator shall determine whether the
appreciation in an SAR shall be paid in the form of cash, in Stock, or in a
combination of the two, in such proportion as the Administrator deems
appropriate.  For purposes of calculating the number of shares of
Stock to be received, Stock shall be valued at its Fair Market Value on the date
of exercise of the SAR.  If shares of Stock are to be received upon
exercise of an SAR, cash shall be delivered in lieu of any fractional
share.
  (e)  Requirement of Employment or
Service.  The Administrator shall determine in the Grant
Instrument under what circumstances a Participant may retain SARs after
termination of the Participant’s employment or service, and the circumstances
under which SARs may be forfeited.
  9.  Stock
Units
  (a)  General
Requirements.  The Administrator may grant Stock Units to a
Participant, upon such terms and conditions as the Administrator deems
appropriate under this Section 9.  Each Stock Unit shall represent the
right of the Participant to receive a share of Stock or an amount based on the
value of a share of Stock.  All Stock Units shall be credited to
accounts on the Company’s records for purposes of the Plan.
  (b)  Terms of Stock
Units.  The Administrator may grant Stock Units that are
payable if specified performance goals or other conditions are met, or under
other circumstances.  Stock Units may be paid at the end of a
specified period, or payment may be deferred to a date authorized by the
Administrator.  The Administrator shall determine the number of Stock
Units to be granted and the requirements applicable to such Stock
Units.
  (c)  Payment With Respect to
Stock Units.  Payment with respect to Stock Units shall be made
in cash, in Stock, or in a combination of the two, as determined by the
Administrator.  The Grant Instrument shall specify the maximum number
of shares that shall be paid under the Stock Units.
  (d)  Requirement of Employment or
Service.  The Administrator shall determine in the Grant
Instrument under what circumstances a Participant may retain Stock Units after
termination of the Participant’s employment or service, and the circumstances
under which Stock Units may be forfeited.
  10.  Performance
Shares
  (a)  General
Requirements.  The Administrator may grant Performance Shares
to a Participant, upon such terms and conditions as the Administrator deems
appropriate under this Section 10.  Each Performance Share shall
represent the right of the Participant to receive a share of Stock or an amount
based on the value of a share of Stock, if specified performance goals are
met.  All Performance Shares shall be credited to accounts on the
Company’s records for purposes of the Plan.
  (b)  Terms of Performance
Shares.  The Administrator shall establish the performance
goals and other conditions for payment of Performance
Shares.  Performance Shares may be paid at the end of a specified
performance or other period, or payment may be deferred to a date authorized by
the Administrator.  The Administrator shall determine the number of
Performance Shares to be granted and the requirements applicable to such
Performance Shares.
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 (c)  Payment With Respect to
Performance Shares.  Payment with respect to Performance Shares
shall be made in cash, in Stock, or in a combination of the two, as determined
by the Administrator.  The Administrator shall establish in the Grant
Instrument a target amount to be paid under a Performance Share based on
achievement of the performance goals.
  (d)  Requirement of Employment or
Service.  The Administrator shall determine in the Grant
Instrument under what circumstances a Participant may retain Performance Shares
after termination of the Participant’s employment or service, and the
circumstances under which Performance Shares may be forfeited.
  11.  Stock
Awards
  (a)  General
Requirements.  The Administrator may issue or transfer shares
of Stock to a Participant under a Stock Award, upon such terms and conditions as
the Administrator deems appropriate under this Section 11.  Shares of
Stock issued or transferred pursuant to Stock Awards may be issued or
transferred for cash consideration or for no cash consideration, and subject to
restrictions or no restrictions, as determined by the
Administrator.  The Administrator may establish conditions under which
restrictions on Stock Awards shall lapse over a period of time or according to
such other criteria as the Administrator deems appropriate, including
restrictions based upon the achievement of specific performance
goals.
  (b)  Number of
Shares.  The Administrator shall determine the number of shares
of Stock to be issued or transferred pursuant to a Stock Award and any
restrictions applicable to such shares.
  (c)  Requirement of Employment or
Service.  The Administrator shall determine in the Grant
Instrument under what circumstances a Participant may retain Stock Awards after
termination of the Participant’s employment or service, and the circumstances
under which Stock Awards may be forfeited.
  (d)  Restrictions on
Transfer.  While Stock Awards are subject to restrictions, a
Participant may not sell, assign, transfer, pledge or otherwise dispose of the
shares of a Stock Award except upon death as described in Section
17.  Each certificate, or electronic book entry equivalent, for a
share of a Stock Award shall contain a legend giving appropriate notice of the
restrictions in the Grant.  The Participant shall be entitled to have
the legend removed when all restrictions on such shares have
lapsed.  The Administrator may retain possession of any stock
certificates for Stock Awards until all restrictions on such shares have
lapsed.
  (e)  Right to Vote and to Receive
Dividends.  The Administrator shall determine to what extent,
and under what conditions, the Participant shall have the right to vote shares
of Stock Awards and to receive any dividends or other distributions paid on such
shares during the restriction period.  The Administrator may determine
that a Participant’s entitlement to dividends or other distributions with
respect to a Stock Award shall be subject to achievement of performance goals or
other conditions.
  12.  Dividend
Equivalents
  (a)  General
Requirements.  When the Administrator makes a Grant under the
Plan, the Administrator may grant Dividend Equivalents in connection with such
Grants, under such terms and conditions as the Administrator deems appropriate
under this Section 12.  Dividend Equivalents may be paid to
Participants currently or may be deferred, as determined by the
Administrator.  All Dividend Equivalents that are not paid currently
shall be credited to accounts on the Company’s records for purposes of the
Plan.  Dividend Equivalents may be accrued as a cash obligation, or
may be converted to Stock Units for the Participant, as determined by the
Administrator.  Unless otherwise specified in the Grant Instrument,
deferred Dividend Equivalents will not accrue interest.  The
Administrator may provide that Dividend Equivalents shall be payable based on
the achievement of specific performance goals.
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 (b)  Payment with Respect to
Dividend Equivalents.  Dividend Equivalents may be payable in
cash or shares of Stock or in a combination of the two, as determined by the
Administrator.
  13.  Other Stock-Based
Awards
  The
Administrator may grant other awards that are cash-based or based on, measured
by or payable in Stock to Participants, on such terms and conditions as the
Administrator deems appropriate under this Section 13.  Other
Stock-Based Awards may be granted subject to achievement of performance goals or
other conditions and may be payable in Stock or cash, or in a combination of the
two, as determined by the Administrator in the Grant Instrument.
  14.  Qualified Performance-Based
Compensation
  (a)  Designation as Qualified
Performance-Based Compensation.  The Administrator may
determine that Stock Units, Performance Shares, Stock Awards, Dividend
Equivalents or Other Stock-Based Awards granted to an Employee shall be
considered “qualified performance-based compensation” under section 162(m) of
the Code.  The provisions of this Section 14 shall apply to any such
Grants that are to be considered “qualified performance-based compensation”
under section 162(m) of the Code.  To the extent that Grants of Stock
Units, Performance Shares, Stock Awards, Dividend Equivalents or Other
Stock-Based Awards designated as “qualified performance-based compensation”
under section 162(m) of the Code are made, no such Grant may be made as an
alternative to another Grant that is not designated as “qualified performance
based compensation” but instead must be separate and apart from all other Grants
made.
  (b)  Performance
Goals.  When Stock Units, Performance Shares, Stock Awards,
Dividend Equivalents or Other Stock-Based Awards that are to be considered
“qualified performance-based compensation” are granted, the Administrator shall
establish in writing (i) the objective performance goals that must be met, (ii)
the period during which performance will be measured, (iii) the maximum amounts
that may be paid if the performance goals are met, and (iv) any other conditions
that the Administrator deems appropriate and consistent with the Plan and the
requirements of section 162(m) of the Code for “qualified performance-based
compensation.”  The performance goals shall satisfy the requirements
for “qualified performance-based compensation,” including the requirement that
the achievement of the goals be substantially uncertain at the time they are
established and that the performance goals be established in such a way that a
third party with knowledge of the relevant facts could determine whether and to
what extent the performance goals have been met.  The Administrator
shall not have discretion to increase the amount of compensation that is payable
upon achievement of the designated performance goals, but the Administrator may
reduce the amount of compensation that is payable upon achievement of the
designated performance goals.
  (c)  Criteria Used for Objective
Performance Goals.  The Administrator shall use objectively
determinable performance goals based on one or more of the following
criteria:  Stock price, earnings per share of Stock, net earnings,
operating earnings, return on assets, stockholder return, return on equity,
growth in assets, unit volume, sales, market share, or strategic business
criteria consisting of one or more objectives based on meeting specific revenue
goals, market penetration goals, geographic business expansion goals, cost
targets or goals relating to acquisitions or divestitures.  The
performance goals may relate to the Participant’s business unit or the
performance of the Company, a Subsidiary, or the Company and its Subsidiaries as
a whole, or any combination of the foregoing.  Performance goals need
not be uniform as among Participants.
  (d)  Timing of Establishment of
Goals.  The Administrator shall establish the performance goals
in writing either before the beginning of the performance period or during a
period ending no later than the earlier of (i) 90 days after the beginning of
the performance period or (ii) the date on which 25% of the performance period
has been completed, or such other date as may be required or permitted under
applicable regulations under section 162(m) of the Code.
  A-9
 (e)  Certification of
Results.  The Administrator shall certify and announce the
results for the performance period to all Participants after the Company
announces the Company’s financial results for the performance
period.  The Administrator shall determine the amount, if any, to be
paid pursuant to each Grant based on the achievement of the performance goals
and the terms of each Grant Instrument.
  (f)  Death, Disability or Other
Circumstances.  The Administrator may provide in the Grant
Instrument that Grants shall be payable, in whole or in part, in the event of
the Participant’s death or disability, a Change of Control or under other
circumstances consistent with the Treasury regulations and rulings under section
162(m) of the Code.
  15.  Deferrals
  The
Administrator may permit or require a Participant to defer receipt of the
payment of cash or the delivery of shares of Stock that would otherwise be due
to the Participant in connection with any Grant. The Administrator shall
establish rules and procedures for such deferrals. Any deferrals under the Plan
shall be intended to comply with the requirements of section 409A of the Code,
and any corresponding regulations and guidance.
  16.  Withholding of
Taxes
  (a)  Required
Withholding.  All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Employer may require that the Participant or other person
receiving or exercising Grants pay to the Employer the amount of any federal,
state or local taxes that the Employer is required to withhold with respect to
such Grants, or the Employer may deduct from other wages paid by the Employer
the amount of any withholding taxes due with respect to such
Grants.
  (b)  Election to Withhold
Shares.  If the Administrator so permits, a Participant may
elect to satisfy the Employer’s tax withholding obligation with respect to
Grants paid in Stock by having shares withheld, at the time such Grants become
taxable, up to an amount that does not exceed the minimum applicable withholding
tax rate for federal (including FICA), state and local tax liabilities. In
addition, with respect to any required tax withholding amount that exceeds the
minimum applicable withholding tax rate, the Administrator may permit a
Participant to satisfy such tax withholding obligation with respect to such
excess amount by providing that the Participant may elect to deliver to the
Company shares of Stock owned by the Participant that have been held by the
Participant for the requisite period of time to avoid adverse accounting
consequences to the Company. The elections described in this subsection
(b) must be in a form and manner prescribed by the Administrator and may be
subject to the prior approval of the Administrator.
  17.  Transferability of
Grants
  (a)  In
General.  Except as provided in this Section 17, only the
Participant may exercise rights under a Grant during the Participant’s
lifetime.  A Participant may not transfer those rights except by will
or by the laws of descent and distribution, or, with respect to Grants other
than Incentive Stock Options, if permitted in any specific case by the
Administrator, pursuant to a domestic relations order.  When a
Participant dies, the Successor Participant may exercise such rights in
accordance with the terms of the Plan.  A Successor Participant must
furnish proof satisfactory to the Company of his or her right to receive the
Grant under the Participant’s will or under the applicable laws of descent and
distribution.
  (b)  Transfer of Nonqualified
Stock Options.  Notwithstanding the foregoing, the
Administrator may provide in a Grant Instrument that a Participant may transfer
Nonqualified Stock Options to family members of the Participant, one or more
trusts in which family members of the Participant have more than 50% of the
beneficial interest, foundations in which family members of the Participant (or
the Participant) control the management of assets, or any other entity in which
family members of the Participant (or the Participant) own more than 50% of the
voting interests, consistent with applicable securities laws, according to such
terms as the Administrator may determine; provided that the Participant receives
no consideration for the transfer of a Nonqualified Stock Option and the
transferred Nonqualified Stock Option shall continue to be subject to the same
terms and conditions as were applicable to the Nonqualified Stock Option
immediately before the transfer.
  A-10
 18.  Consequences of a Change of
Control
  (i)  Assumption of
Grants.  Upon a Change of Control where the Company is not the
surviving corporation (or survives only as a subsidiary of another corporation),
unless the Administrator determines otherwise, all outstanding Options and SARs
that are not exercised shall be assumed by, or replaced with comparable options
or rights by, the surviving corporation (or a parent or subsidiary of the
surviving corporation), and other outstanding Grants shall be converted to
similar grants of the surviving corporation (or a parent or subsidiary of the
surviving corporation).
  (ii)  Other
Alternatives.  Notwithstanding the foregoing, in the event of a
Change of Control, the Administrator may take any of the following actions with
respect to any or all outstanding Grants: the Administrator may (i) determine
that outstanding Options and SARs shall accelerate and become exercisable, in
whole or in part, upon the Change of Control or upon such other event as the
Administrator determines, (ii) determine that the restrictions and conditions on
outstanding Stock Awards shall lapse, in whole or in part, upon the Change of
Control or upon such other event as the Administrator determines, (iii)
determine that Grantees holding Stock Units, Performance Shares, Dividend
Equivalents, and Other Stock-Based Awards shall receive a payment in settlement
of such Stock Units, Performance Shares, Dividend Equivalents, and Other
Stock-Based Awards in an amount determined by the Administrator, (iv) require
that Participants surrender their outstanding Options and SARs in exchange for a
payment by the Company, in cash or Stock, as determined by the Administrator, in
an amount equal to the amount by which the then Fair Market Value of the shares
of Stock subject to the Participant’s unexercised Options and SARs exceeds the
Option Price of the Options or the base amount of SARs, as applicable, or (v)
after giving Participants an opportunity to exercise their outstanding Options
and SARs, terminate any or all unexercised Options and SARs at such time as the
Administrator deems appropriate.  Such surrender, termination or
settlement shall take place as of the date of the Change of Control or such
other date as the Administrator may specify.  The Administrator shall
have no obligation to take any of the foregoing actions, and, in the absence of
any such actions, outstanding Grants shall continue in effect according to their
terms (subject to any assumption pursuant to subsection (a)).
  19.  Requirements for Issuance of
Shares
  No shares
of Stock shall be issued or transferred in connection with any Grant hereunder
unless and until all legal requirements applicable to the issuance of such Stock
have been complied with to the satisfaction of the Administrator.  The
Administrator shall have the right to condition any Grant made to any
Participant hereunder on such Participant’s undertaking in writing to comply
with such restrictions on his or her subsequent disposition of such shares of
Stock as the Administrator shall deem necessary or advisable, and certificates
representing such shares may be legended to reflect any such
restrictions.  Certificates representing shares of Stock issued or
transferred under the Plan will be subject to such stop-transfer orders and
other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed
thereon.
  20.  Amendment and Termination of
the Plan
  (a)  Amendment.  The
Board may amend or terminate the Plan at any time; provided, however, that the
Board shall not amend the Plan without approval of the stockholders of the
Company if such approval is required in order to comply with the Code or
applicable laws, or to comply with applicable stock exchange
requirements.  No amendment or termination of this Plan shall, without
the consent of the Participant, impair any rights or obligations under any Grant
previously made to the Participant, unless such right has been reserved in the
Plan or the Grant Instrument, or except as provided in Section 21(b)
below.
  A-11
 (b)  No Repricing Without
Stockholder Approval.  Except in connection with a corporate
transaction involving the Company (including, without limitation, any stock
dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, or
exchange of shares), the terms of outstanding awards may not be amended to
reduce the exercise price of outstanding Options or SARs or cancel outstanding
Options or SARs in exchange for cash, other awards or Options or SARs with an
exercise price that is less than the exercise price of the original Options or
SARs without stockholder approval.
  (c)  Stockholder Approval for
“Qualified Performance-Based Compensation.”  If Stock Units,
Performance Shares, Stock Awards, Dividend Equivalents or Other Stock-Based
Awards are granted as “qualified performance-based compensation” under Section
14 above, the Plan must be reapproved by the Company’s stockholders no later
than the first stockholders meeting that occurs in the fifth year following the
year in which the stockholders previously approved the provisions of Section 14,
if additional Grants are to be made under Section 14 and if required by section
162(m) of the Code or the regulations thereunder.
  (d)  Termination of
Plan.  The Plan shall terminate on the day immediately
preceding the tenth anniversary of its Effective Date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of
the stockholders.  The termination of the Plan shall not impair the
power and authority of the Administrator with respect to an outstanding
Grant.
  21.  Miscellaneous
  (a)  Grants in Connection with
Corporate Transactions and Otherwise.  Nothing contained in
this Plan shall be construed to (i) limit the right of the Administrator to make
Grants under this Plan in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise, of the business or assets of any
corporation, firm or association, including Grants to employees thereof who
become Employees, or for other proper corporate purposes, or (ii) limit the
right of the Company to grant stock options or make other awards outside of this
Plan.  Without limiting the foregoing, the Administrator may make a
Grant to an employee of another corporation who becomes an Employee by reason of
a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company in substitution for a grant
made by such corporation.  The terms and conditions of the substitute
Grants may vary from the terms and conditions required by the Plan and from
those of the substituted stock incentives.  The Administrator shall
prescribe the provisions of the substitute Grants.
  (b)  Compliance with
Law.  The Plan, the exercise of Options and the obligations of
the Company to issue or transfer shares of Stock under Grants shall be subject
to all applicable laws and to approvals by any governmental or regulatory agency
as may be required. With respect to persons subject to section 16 of the
Exchange Act, it is the intent of the Company that the Plan and all transactions
under the Plan comply with all applicable provisions of Rule 16b-3 or its
successors under the Exchange Act. In addition, it is the intent of the Company
that the Plan and applicable Grants comply with the applicable provisions of
sections 162(m), 409A and 422 of the Code. To the extent that any legal
requirement of section 16 of the Exchange Act or sections 162(m), 409A or 422 of
the Code as set forth in the Plan ceases to be required under section 16 of the
Exchange Act or sections 162(m), 409A or 422 of the Code, that Plan provision
shall cease to apply. The Administrator may revoke any Grant if it is contrary
to law or modify a Grant to bring it into compliance with any valid and
mandatory government regulation. The Administrator may also adopt rules
regarding the withholding of taxes on payments to Participants. The
Administrator may, in its sole discretion, agree to limit its authority under
this Section.
  A-12
 (c)  Enforceability.  The
Plan shall be binding upon and enforceable against the Company and its
successors and assigns.
  (d)  Funding of the Plan;
Limitation on Rights.  This Plan shall be
unfunded.  Neither the Company or any other Employer shall be required
to establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan.  Nothing
contained in the Plan and no action taken pursuant hereto shall create or be
construed to create a fiduciary relationship between the Company or any other
Employer and any Participant or any other person.  No Participant or
any other person shall under any circumstances acquire any property interest in
any specific assets of the Company or any other Employer.  To the
extent that any person acquires a right to receive payment from the Company
hereunder, such right shall be no greater than the right of any unsecured
general creditor of the Company.
  (e)  Rights of
Participants.  Nothing in this Plan shall entitle any
Participant or other person to any claim or right to receive a Grant under this
Plan.  Neither this Plan nor any action taken hereunder shall be
construed as giving any individual any rights to be retained by or in the
employment or service of the Employer.
  (f)  No Fractional
Shares.  No fractional shares of Stock shall be issued or
delivered pursuant to the Plan or any Grant.  The Administrator shall
determine whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
  (g)  Governing
Law.  The validity, construction, interpretation and effect of
the Plan and Grant Instruments issued under the Plan shall be governed and
construed by and determined in accordance with the laws of the State of
Delaware, without giving effect to the conflict of laws provisions
thereof.