Exhibit 4.1


 


CACHE, INC.


 


2008 STOCK OPTION AND PERFORMANCE INCENTIVE
PLAN


 


ARTICLE 1


 


ESTABLISHMENT AND PURPOSE


 


1.1           Establishment and Effective Date.   Cache, Inc., a Florida corporation (the “Corporation”),
hereby establishes a stock incentive plan to be known as the “Cache, Inc.
2008 Stock Option and Performance and Incentive Plan” (the “Plan”).  The plan shall become effective as of July 1,
2008, subject to the approval of the Corporation’s stockholders at the 2009
Annual Meeting of Stockholders.  In the
event that such stockholder approval is not obtained, any awards made hereunder
shall be cancelled and all rights of employees and directors with respect to
such awards shall thereupon cease.  Upon
approval by the Board of Directors of the Corporation (the “Board”) and the
Board’s Compensation and Plan Administration Committee (the “Committee”),
awards may be made as provided herein.


 


1.2           Purpose.  
The purpose of the Plan is to encourage and enable key employees and
directors (subject to such requirements as may be prescribed by the Committee)
of the Corporation and its subsidiaries to acquire a proprietary interest in
the Corporation through the ownership of the Corporation’s common stock, par
value $.01 per share (“Common Stock”), and other rights with respect to the
Common Stock.  Such ownership will
provide such employees and directors with a more direct stake in the future
welfare of the Corporation and encourage them to remain with the Corporation
and its subsidiaries.  It is also
expected that the Plan will encourage qualified persons to seek and accept
employment with the Corporation and its subsidiaries and to become and remain
directors of the Corporation.


 

















 


ARTICLE 2


 


AWARDS


 


2.1           Form of Awards . 
Awards under the Plan may be granted in any one or all of the following
forms: (i) incentive stock options (“Incentive Stock Options”) meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”); (ii) non-qualified stock options (“Non-qualified
Stock Options”) (unless otherwise indicated, references in the Plan to “Options”
shall include both Incentive Stock Options and Non-qualified Stock Options); (iii) stock
appreciation rights (“Stock Appreciation Rights”), as described in Article 6
hereof, which may be awarded either in tandem with Options (“Tandem Stock
Appreciation Rights”) or on a stand-alone basis (“Nontandem Stock Appreciation
Rights”); (iv) shares of Common Stock which are restricted as provided in Article 9
hereof (“Restricted Shares”); (v) units representing shares of Common
Stock, as described in Article 10 hereof (“Performance Shares”); (vi) units
which do not represent shares of Common Stock but which may be paid in the form
of Common Stock, as described in Article 11 hereof  (“Performance Units”); and (vii) shares
of Common Stock that are not subject to any conditions to vesting (“Unrestricted
Shares”).


 


2.2           Maximum Shares Available.   The maximum aggregate number of shares of
Common Stock available to be awarded under the Plan is 800,000 (subject to
adjustment pursuant to Article 14 hereof), which represents the sum of
279,368 shares of Common Stock plus 520,632 shares of Common Stock otherwise
available to be awarded under the Corporation’s 2003 Stock Option and
Performance Incentive Plan as of the effective date of the Plan.  Shares of Common Stock issued pursuant to the
Plan may be either authorized but unissued shares or issued shares reacquired
by the Corporation.  In the event that
prior to the end 


 


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of the period during which Options may be granted under the Plan, any
Options or any Nontandem Stock Appreciation Rights under the Plan expires
unexercised or is terminated, surrendered or cancelled (other than in
connection with the exercise of Stock Appreciation Rights) without being
exercised in whole or in part for any reason, or any Restricted Shares,
Performance Shares or Performance Units are forfeited, or if such awards are
settled in cash in lieu of shares of Common Stock, then such shares or units
shall be available for subsequent awards under the Plan, upon such terms as the
Committee may determine.


 


ARTICLE 3


 


ADMINISTRATION


 


3.1           Committee.  
Awards shall be determined, and the Plan shall be administered by the
Committee as appointed from time to time by the Board, which Committee shall
consist solely of at least two individuals who are each “non-employee directors”
within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934,
as amended (the “Act”), and “outside directors” within the meaning of Section 162(m) of
the Code (or regulations promulgated thereunder).


 


3.2           Powers of the Committee.   Subject to the express provisions of the
Plan, the Committee shall have the power and authority (i) to grant
Options and to determine the purchase price of the Common Stock covered by each
Option, the term of each Option, the number of 
shares of Common Stock  to be
covered by each Option and any performance objectives or vesting standards
applicable to each Option; (ii) to designate Options as Incentive Stock
Options or Non-qualified Stock Options and to determine which Options, if any,
shall be accompanied by Tandem Stock Appreciation Rights, (iii) to grant
Tandem Stock Appreciation Rights and Nontandem Stock Appreciation Rights and to
determine the terms and conditions of 


 


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such rights; (iv) to grant Restricted Shares and to determine the
terms of the restricted period and other conditions and restrictions applicable
to such shares; (v) to grant Performance Shares and Performance Units and
to determine the performance objectives, performance periods and other
conditions applicable to such shares or units; (vi) to grant Unrestricted
Shares; and (vii) to determine the employees and directors to whom, and
the time or times at which, Options, Stock Appreciation Rights, Restricted
Shares, Performance Shares, Performance Units and Unrestricted Shares shall be
granted.


 


3.3           Delegation.  
The Committee may delegate to one or more of its members or to any other
person or persons such ministerial duties as it may deem advisable; provided,
however, that the Committee may not delegate any of its responsibilities
hereunder if such delegation would cause the Plan to fail to comply with the “disinterested
administration” rules under Section 16 of the Act or any awards to
fail to satisfy the performance-based exception under Section 162(m) of
the Code.  The Committee may also employ
attorneys, consultants, accountants, or other professional advisors and shall
be entitled to rely upon the advice, opinions or valuations of any such
advisors.


 


3.4           Interpretations.  
The Committee shall have the sole discretionary authority to interpret
the terms of the Plan, to adopt and revise rules, regulations and policies to
administer the Plan and to make any other factual determinations which it
believes to be necessary and advisable for the administration of the Plan.  All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Corporation, all employees and directors who have received awards
under the Plan and all other interested persons.


 


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3.5           Liability; Indemnification.   No member of the Committee, nor any person to
whom ministerial duties have been delegated, shall be personally liable for any
action, interpretation or determination made with respect to the Plan or awards
made thereunder, and each member of the Committee shall be fully indemnified and
protected by the Corporation with respect to any liability he or she may incur
with respect to any such action, interpretation, or determination, to the
extent permitted by applicable law and to the extent provided in the
Corporation’s Articles of Incorporation and Bylaws, as amended from time to
time, or under any agreement between any such member and the Corporation.


 


ARTICLE 4


 


ELIGIBILITY


 


Awards may be made to all
employees and directors of the Corporation or any of its subsidiaries (subject
to such requirements as may be prescribed by the Committee).  In determining the key employees and
directors to whom awards shall be granted and the number to be covered by each
award, the Committee shall take into account the nature of the services
rendered by such employees and directors, their present and potential
contributions to the success of the Corporation and its Subsidiaries and such
other factors as the Committee in its sole discretion shall deem relevant.


 


As used herein, the term “Subsidiary”
shall mean any present or future corporation, partnership or joint venture in
which the Corporation owns, directly or indirectly, 40% or more of the economic
interests.  Notwithstanding the
foregoing, only employees of the Corporation and any present or future corporation
which is or may be a “subsidiary corporation” of the Corporation (as such term
is defined in Section 424 (f) of the Code) shall be eligible to
receive Incentive Stock Options.


 


5

















 


ARTICLE 5


 


STOCK OPTIONS


 


5.1           Grant of Options.  
Options may be granted under the plan for the purchase of shares of
Common Stock.  Options shall be granted
in such form and upon such terms and conditions, including the satisfaction of
corporate or individual performance objectives and other vesting standards, as
the Committee shall from time to time determine.


 


5.2           Designation as Non-qualified Stock
Option or Incentive Stock Option.   In connection with any grants of Options, the
Committee shall designate in the written agreement required pursuant to Article 16
hereof whether the Options granted shall be Incentive Stock Options or
Non-qualified Stock Options, or in the case both are granted, the number of
shares of each.


 


5.3           Option price.  
The purchase price per share under each Option shall be specified by the
Committee, but in no event shall it be less than the greater of 100% of the
Market Price on the date the Option is granted or the par value of the Common
Stock ($.01).  In the case of an
Incentive Stock Option granted to an employee owning (actually or
constructively under Section 424(d) of the Code), more than 10% of
the total combined voting power of all classes of stock of the Corporation or
of a subsidiary (a “10% Stockholder”), the option price shall not be less than
110% of the Market Price of the Common Stock on the date of grant.


 


The Market Price of the Common
Stock on any day shall be determined as follows: (i) if the Common Stock
is listed on a national securities exchange, the Market Price on any day shall be
the closing price reported on the consolidated trading listing for such day; or
(ii) if the Common Stock is not listed on a national stock exchange, the
Market Price on any day shall be the average of the high bid and low asked
prices reported by the National Quotation 


 


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Bureau, Inc. for such day.  In no event shall the Market Price of a share
of Common Stock subject to an Incentive Stock Option be less than the fair
market value as determined for purposes of Section 422(b)(4) of the
Code.


 


The Option price so determined
shall also be applicable in connection with the exercise of Tandem Stock
Appreciation Rights granted with respect to such Option.


 


5.4           Limitation on Amount of Incentive
Stock Options.   In the case of Incentive Stock Options, the
aggregate Market Price (determined at the time the Incentive Stock Option is
granted) of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any optionee during any calendar year (under
all plans of the Corporation and any Subsidiary) shall not exceed $100,000.


 


5.5           Limitation on Time of Grant.   No grant of an Incentive Stock Option shall
be made under the Plan more than ten (10) years after the date the Plan is
approved by stockholders of the Corporation.


 


5.6           Exercise and Payment.   Options may be exercised in whole or in
part.  Common Stock purchased upon the
exercise of Options shall be paid for at the time of purchase.  Such payments shall be made in cash or, in
the discretion of the Committee, (i) through the delivery of shares of
Common Stock already owned by the optionee, (ii) having the Corporation
withhold from shares of Common Stock otherwise deliverable to the optionee, (iii) installment
payments under the optionee’s promissory note, (iv) a combination of any
of the foregoing, in accordance with procedures to be established by the
Committee.  Any shares so delivered shall
be valued at their Market Price on the date of exercise.  Upon receipt of notice of exercise and
payment in accordance with procedures to be established by the Committee, the
Corporation or its agent shall deliver to the person exercising the Option (or
his or her designee) a certificate for 


 


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such shares.  The Committee in
its sole discretion may, on an individual basis or pursuant to a general
program established by the Committee in connection with the Plan, lend money to
an optionee to exercise all or a portion of an Option granted hereunder.  If the exercise price is paid in whole or
part with an optionee’s promissory note, such note shall (i) provide for
full recourse to the maker, (ii) be collateralized by the pledge of the
shares of Common Stock that the Optionee purchases upon exercise of such
Option, (iii) bear interest at a rate no less than the then applicable
federal rate (within the meaning of Section 1274 of the Code) for debt
instruments with a term equal to the term of the note, and (iv) contain
such other terms as the Committee in its sole discretion shall require.


 


5.7           Term.   The term of each Option granted hereunder
shall be determined by the Committee; provided, however, that, notwithstanding
any other provision of the Plan, in no event shall an Incentive Stock Option be
exercisable after ten (10) years from the date it is granted, or in the
case of an Incentive Stock Option granted to a 10% Stockholder, five (5) years
from the date it is granted.


 


5.8           Rights as a Stockholder.   A recipient of Options shall have no rights
as a stockholder with respect to any shares issuable or transferable upon
exercise thereof until the date a stock certificate is issued to such recipient
representing such shares.  Except as
otherwise expressly provided in the Plan, no adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.


 


5.9           General Restrictions.   Each Option granted under the Plan shall be
subject to the requirement that, if at any time the Board shall determine in
its discretion that the listing, registration or qualification of the shares
issuable or transferable upon the exercise 
thereof upon any securities exchange or under any state of federal law,
or the consent or approval of any 


 


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governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the granting of such Option or the issue, transfer,
or purchase of shares thereunder, such Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board.


 


The Board or the Committee may,
in connection with the granting of any Option, require the individual to whom
the Option is to be granted to enter into an agreement with the Corporation
stating that as a condition precedent to each exercise of the Option, in whole
or in part, such individual shall if then required by the Corporation represent
to the Corporation in writing that such exercise is for investment only and not
with a view to distribution, and also setting forth such other terms and
conditions as the Board or the Committee may prescribe.


 


5.10         Cancellation of Stock Appreciation
Rights.   Upon exercise of all or a portion of an
Option, the related Tandem Stock Appreciation Rights, if any, shall be
cancelled with respect to an equal number of shares of Common Stock.


 


ARTICLE 6


 


STOCK APPRECIATION RIGHTS


 


6.1           Grants of Stock Appreciation
Rights.   Tandem Stock Appreciation Rights may be
awarded by the Committee in connection with any Option granted under the Plan,
either at the time the Option is granted or thereafter at any time prior to the
exercise, termination or expiration of the Option.  Nontandem Stock Appreciation Rights may also
be granted by the Committee at any time. 
At the time of the grant of Nontandem Stock Appreciation Rights, the
Committee shall specify the number of shares of Common Stock covered by such
right and the base price of shares of Common Stock to be used in connection
with the calculation described in 


 


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Section 6.4 below.  The base
price of any Nontandem Stock Appreciation Rights shall not be less than 100% of
the Market Price of a share of Common Stock on the date of grant.  Stock Appreciation Rights shall be subject to
such terms and conditions not inconsistent with the other provisions of the
Plan as the Committee shall determine.


 


6.2           Limitations on Exercise.   Tandem Stock Appreciation Rights shall be
exercisable only to the extent that the related Option is exercisable and shall
be exercisable only for such period as the Committee may determine (which
period may expire prior to the expiration date of the related Option).  Upon the exercise of all or a portion of
Tandem Stock Appreciation Rights, the related Option shall be cancelled with
respect to an equal number of shares of Common Stock.  Shares of Common Stock subject to Options, or
portions thereof, surrendered upon the exercise of Tandem Stock Appreciation
Rights shall not be available for subsequent awards under the Plan.  Nontandem Stock Appreciation Rights shall be
exercisable during such period as the Committee shall determine.


 


6.3           Surrender or Exchange of Tandem
Stock Appreciation Rights.   Tandem Stock Appreciation Rights shall
entitle the recipient to surrender to the Corporation unexercised the related
Option, or any portion thereof, and to receive from the Corporation in exchange
therefor that number of shares of Common Stock having an aggregate Market Price
equal to (A) the excess of  (i) the
Market Price of one (1) share of Common Stock as of the date the Tandem
Stock Appreciation Rights are exercised over (ii) the option price per share
specified in such Option, multiplied by (B) the number of shares of Common
Stock subject to the Option, or portion thereof, which is surrendered.  Cash shall be delivered in lieu of any
fractional shares.


 


6.4           Exercise of Nontandem Stock
Appreciation Rights.   The exercise of Nontandem Stock Appreciation
Rights shall entitle the recipient to receive from the Corporation 


 


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that number of shares of Common Stock having an aggregate Market Price
equal to (A) the excess of  (i) the
Market Price of one (1) share of Common Stock as of the date on which the
Nontandem Stock Appreciation Rights are exercised over (ii) the base price
of the shares covered by the Nontandem Stock Appreciation Rights, multiplied by
(B) the number of shares of Common Stock covered by the Nontandem Stock
Appreciation Rights, or the portion thereof being exercised.  Cash shall be delivered in Lieu of any
fractional shares.


 


6.5           Settlement of Stock Appreciation
Rights.   As soon as is reasonably practicable after
the exercise of any Stock Appreciation Rights, the Corporation shall (i) issue,
in the name of the recipient, stock certificates representing the total number
of full shares of Common Stock to which the recipient is entitled pursuant to Section 6.3
or 6.4 hereof and cash in an amount equal to the Market Price, as of the date
of exercise, of any resulting fractional shares, and (ii) if the Committee
causes the Corporation to elect to settle all or part of its obligations
arising out of the exercise of the Stock Appreciation Rights in cash pursuant
to Section 6.6 hereof, deliver to the recipient an amount in cash equal to
the Market Price, as of the date of exercise, of the shares of Common Stock it
would otherwise be obligated to deliver.


 


6.6           Cash Settlement.  
The Committee, in its discretion, may cause the Corporation to settle
all or any part of its obligation arising out of the exercise of Stock
Appreciation Rights by the payment of cash in lieu of all or part of the shares
of Common Stock it would otherwise be obligated to deliver in an amount equal
to the Market Price of such shares on the date of exercise.


 


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ARTICLE 7


 


NONTRANSFERABILITY OF OPTIONS
AND STOCK APPRECIATION RIGHTS


 


No Option or Stock Appreciation
Rights may be transferred, assigned, pledged or hypothecated (whether by
operation of law or otherwise), except as provided by will or the applicable laws
of descent and distribution, and no Option or Stock Appreciation Rights shall
be subject to execution, attachment, or similar process.  Any attempted assignment, transfer, pledge,
hypothecation or other disposition of an Option or Stock Appreciation Rights
not specifically permitted herein shall be null and void and without
effect.  An Option or Stock Appreciation
Rights may be exercised by the recipient only during his or her lifetime, or
following his or her death pursuant to Section 8.3 hereof.


 


Notwithstanding anything to the
contrary in the preceding paragraph, the Committee may, in its sole discretion,
cause the written agreement relating to any Non-qualified Stock Options or
Stock Appreciation Rights granted hereunder to provide that the recipient of
such Non-qualified Stock Options or Stock Appreciation Rights may transfer any
of such Non-qualified Stock Options or Stock Appreciation Rights other than by
will or the laws of descent and distribution in any manner authorized under
applicable law; provided, however, that in no event may the
Committee permit any transfers which would cause this Plan to fail to satisfy
the applicable requirements of Rule 16b-3 under the Act, or would cause
any recipient of awards hereunder to fail to be entitled to the benefits Rule 16b-3
or other exemptive rules under Section 16 of the Act or be subject to
liability thereunder.


 


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ARTICLE 8


 


EFFECT OF TERMINATION OF
EMPLOYMENT OR BOARD SERVICE, DISABILITY,

DEATH OR CHANGE IN CONTROL


 


8.1           General Rule.  
In the event the employment or service on the Board of a recipient
terminates for any reason (other than death or Disability), the Options or
Stock Appreciation Rights granted to such recipient and which are exercisable
as of the date of termination of employment may be so exercised within three (3) months
after termination of employment or service on the Board, or such longer period
as the Committee may determine and shall then terminate; provided, however,
that in no event may such Options or Stock Appreciation Rights be exercised
after their expiration date as established in accordance with the provisions of
this Plan.  All Options and Stock
Appreciation Rights which are not exercisable as of the date of the recipient’s
termination of employment or service on the Board shall terminate as of such
date.


 


Options and Stock Appreciation
Rights shall not be affected by any change of employment or service on the
Board so long as the recipient continues to be (i) employed by either the
Corporation or a subsidiary or (ii) a member of the Board.  The Committee may, in its sole discretion,
cause any Option or Stock Appreciation Rights to be forfeited upon an employee’s
termination of employment or service on the Board if the employee or director
was terminated or removed from the Board for one (or more) of the following
reasons:  (i) the employee’s or
director’s conviction, or plea of guilty or nolo  contendere to
the commission of a felony, (ii) the employee’s or director’s commission
of any fraud, misappropriation or misconduct which causes demonstrable injury
to the Corporation or a subsidiary, (iii) an act of dishonesty by the
employee or director resulting or intended to result, directly or indirectly,
in gain or personal 


 


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enrichment at the expense of the Corporation
or a subsidiary, or (iv) any breach of the employee’s or director’s
fiduciary duties to the Corporation as an employee or officer or director, as
applicable.  It shall be within the sole
discretion of the Committee to determine whether the employee’s or director’s
termination was for one of the foregoing reasons, and the decision of the
committee shall be final and conclusive.


 


8.2           Disability.  
Except as expressly provided otherwise in the written agreement relating
to any Option or Stock Appreciation Rights granted under the Plan, in the event
of the Disability of a recipient of Options or Stock Appreciation Rights, the
Options or Stock Appreciation Rights which are held by such recipient on the
date of such Disability, whether or not otherwise exercisable on such date,
shall be exercisable at any time until the expiration date of the Options or
Stock Appreciation Rights; provided, however, that any Incentive
Stock Option of such recipient shall no longer be treated as an Incentive Stock
Option unless exercised within three (3) months of the date of such
Disability (or within one (1) year in the case of an employee who is “disabled”
within the meaning of Section 22(e)(3) of the code).


 


“Disability” shall mean any
termination of employment or service on the Board with the Corporation or a
subsidiary because of a long-term or total disability, as determined by the
Committee in its sole discretion.


 


8.3           Death.   In
the event of the death of a recipient of Options or Stock Appreciation Rights
while an employee or director of the Corporation or any subsidiary, Options or
Stock Appreciation Rights which are held by such employee or director at the
date of death, whether or not otherwise exercisable on the date of death, shall
be exercisable by the beneficiary designated by the employee or director for
such purpose (the “Designated Beneficiary”) or if no Designated Beneficiary
shall be appointed or if the Designated Beneficiary shall predecease the 


 


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employee or director, by the employee’s or director’s personal
representatives, heirs, or legatees at any time within three (3) years
from the date of death (subject to limitation in Section 5.7 hereof), at
which time such Options or Stock Appreciation Rights shall terminate; provided,
however, that any Incentive Stock Option of such recipient shall no
longer be treated as an Incentive Stock Option unless exercised  within three (3) months of the date of
the recipient’s death.


 


In the event of the death of a
recipient of Options or Stock Appreciation Rights following a termination of
employment or service on the Board due to Disability, if such death occurs
before the Options or Stock Appreciation Rights are exercised, the Options or
Stock Appreciation Rights which are held by such recipient on the date of
termination of employment or service on the Board, whether or not exercisable
on such date, shall be exercisable by such recipient’s Designated Beneficiary,
or if no Designated Beneficiary shall be appointed or if the Designated
Beneficiary shall predecease such recipient, by such recipient’s personal
representatives, heirs or legatees to the same extent such Options or Stock
Appreciation Rights were exercisable by the recipient following such
termination of employment or service on the Board.


 


8.4           Change in Control.  
If so determined by the Committee at the time of grant, any Options or
Stock Appreciation Rights may provide that they shall become immediately
exercisable with respect to all of the shares subject to such Options or Stock
Appreciation Rights: (a) immediately prior to (and in such manner as to
enable the shares acquired on exercise to participate, in the same manner as
other outstanding shares, in) the sale of the Corporation substantially as an
entirety (whether by sale of stock, sale of assets, merger, consolidation, or
otherwise), (b) immediately prior to the expiration of (and in such manner
as to 


 


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enable the shares acquired on exercise to participate, in the same
manner as other outstanding shares, in) any tender offer or exchange offer for
shares of Common Stock of the Corporation in which all holders of Common Stock
are entitled to participate and (c) immediately after the first date on
which twenty percent (20%) or more of the directors elected by shareholders to
the Board are persons who were not nominated by management in the most recent
proxy statement of the Corporation (each, a “Change in Control”).  Each Option or Stock Appreciation Right
containing the foregoing provision shall also contain appropriate  provisions for notice by the Corporation so
as to permit the recipient to obtain the benefit of the foregoing provision.


 


ARTICLE 9


 


RESTRICTED SHARES


 


9.1           Grant of Restricted Shares.   The Committee may from time to time cause the
Corporation to grant Restricted Shares under the Plan to employees and
directors, subject to such restrictions, conditions and other terms as the
Committee may determine.


 


9.2           Restrictions.  
At the time a grant of Restricted Shares is made, the Committee shall
establish a period of time (the “Restricted Period”) applicable to such
Restricted Shares.  Each grant of
Restricted Shares may be subject to a different Restricted Period.  The Committee may, in its sole discretion, at
the time a grant is made, prescribe restrictions in addition to or other than
the expiration of the Restricted Period, including the satisfaction of
corporate or individual performance objectives, which shall be applicable to
all or any portion of the Restricted Shares. 
The Committee may also, in its sole discretion, shorten or terminate the
Restricted Period or waive any other restrictions applicable to all or a
portion of such Restricted Shares.  None
of the Restricted Shares may be sold, transferred, assigned, pledged or
otherwise 


 


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encumbered or disposed during the Restricted Period or prior to the
satisfaction of any other restrictions prescribed by the Committee with respect
to such Restricted Shares.


 


9.3           Restricted Stock Certificates.   The Corporation shall issue, in the name of
each employee and director to whom Restricted Shares have been granted, stock
certificates representing the total number of Restricted Shares granted to each
employee and director, as soon as reasonably practicable after the grant.  The Corporation, at the direction of the
Committee, shall hold such certificates, properly endorsed for transfer, for
the employee’s or director’s benefit until such time as the Restricted Shares
are forfeited to the Corporation, or the restrictions lapse.


 


9.4           Rights of Holders of Restricted
Shares.   Holders of Restricted Shares shall not have
the right to vote such shares or the right to receive any cash dividends with
respect to such shares.  All
distributions, if any, received by an employee or director with respect to
Restricted Shares as a result of any stock split, stock distribution, a combination
of shares, or other similar transaction shall be subject to the restrictions of
this Article 9.


 


9.5           Forfeiture.  
Any Restricted Shares granted to an employee or director pursuant to the
Plan shall be forfeited if the employee terminates employment or the director
terminates service on the Board with the Corporation or its subsidiaries prior
to the expiration of the Restricted Period and the satisfaction of any other
conditions applicable to such Restricted Shares.  Upon such forfeiture, the Restricted Shares
that are forfeited shall be retained in the treasury of the Corporation and
available for subsequent awards under the Plan, unless the Committee directs
that such Restricted Shares be cancelled upon forfeiture.  If the employee’s employment or service on
the Board terminates as a result of his or her Disability or death, 


 


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Restricted Shares of such employee or director shall be forfeited,
unless the Committee, in its sole discretion, shall determine otherwise.


 


9.6           Delivery of Restricted Shares.   Upon the expiration or termination of the
Restricted Period and the satisfaction of any other conditions prescribed by
the Committee, the restrictions applicable to the Restricted Shares shall lapse
and a stock certificate for the number of Restricted Shares with respect to
which the restrictions have lapsed shall be delivered, free of all such
restrictions, to the recipient or the recipient’s beneficiary or estate, as the
case may be.


 


ARTICLE 10


 


PERFORMANCE SHARES


 


10.1         Award of Performance Shares.   For each Performance Period (as defined in Section 10.2),
Performance Shares may be granted under the Plan to such employees or directors
of the Corporation and its subsidiaries as the Committee shall determine in its
sole discretion.  Each Performance Share
shall be deemed to be equivalent to one (1) share of Common Stock.  Performance Shares granted to an employee or
director shall be credited to an account (a “Performance Share Account”)
established and maintained for such employee or director.


 


10.2         Performance Period.   “Performance Period” shall mean such period
of time shall be determined by the Committee in its sole discretion.  Different Performance Periods may be
established for different employees or directors receiving Performance
Shares.  Performance Periods may run
consecutively or concurrently.


 


10.3         Right to Payments of Performance
Shares.   With respect to each award of Performance
Shares under the Plan, the Committee shall specify performance objectives (the “Performance
Objectives”) which must be satisfied in order for the recipient to vest in the 


 


18

















 


Performance Shares which have been awarded to him or her for the
Performance Period.  If the Performance
Objectives established for a recipient for the Performance Period are partially
but not fully met, the Committee may, nonetheless, in its sole discretion,
determine that all or a portion of the Performance Shares have vested.  If the Performance Objectives for a
Performance Period are exceeded, the Committee may, in its sole discretion,
grant additional, fully vested Performance Shares to the recipient.  The Committee may, in its sole discretion,
adjust the Performance Objectives of any Performance Shares to reflect
extraordinary events, such as stock splits, recapitalizations, mergers,
combinations, divestitures, spin-offs and the like.  The Committee may also determine, in its sole
discretion, that Performance Shares awarded to an recipient shall become
partially or fully vested upon the employee’s Disability or death, or upon the
occurrence of a Change in Control, or upon the termination of the employee’s
employment or the director’s service prior to the end of the Performance
Period.


 


10.4         Payment for Performance Shares.   As soon as practicable following the end of a
Performance Period, the Committee shall determine whether the Performance
Objectives for the Performance Period have been achieved (or partially achieved
to the extent necessary to permit partial vesting at the discretion of the
Committee pursuant to Section 10.3). 
If the Performance Objectives for the Performance Period have been
exceeded, the Committee shall determine whether additional Performance Shares
shall be granted to the employee or director pursuant to Section 10.3.  As soon as reasonably practicable after such
determinations, or at such later date as the Committee determine at the time of
grant, the Corporation shall pay to the recipient an amount with respect to
each vested Performance Share equal to the Market Price of a share of Common
Stock on such payment date or, if the Committee shall so specify at the time of
grant, an amount equal to (i) the Market Price of a share of Common Stock
on the 


 


19

















 


payment date less (ii) the Market Price of a share of Common Stock
on the date of grant of the Performance Share. 
Payment shall be made entirely in cash, entirely in Common Stock
(including Restricted Shares) or in such combination of cash and Common Stock
as the Committee shall determine in its sole discretion.


 


10.5         Voting and Dividend Rights.   Except as provided in Article 14 hereof,
no recipient shall be entitled to any voting rights, to receive any cash
dividends, or to have his or her Performance Share Account credited or
increased as a result of any cash dividends or other distribution with respect
to Common Stock.  Notwithstanding the
foregoing, within sixty (60) days from the date of payment of a cash dividend
by the Corporation on its shares of Common Stock, the Committee, in its sole
discretion, may credit a recipient’s Performance Share Account with additional
Performance Shares having an aggregate Market Price equal to the cash dividend
per share paid on the Common Stock multiplied by the number of Performance
Shares credited to his or her account at the time the cash dividend was
declared.


 


10.6         Transferability. 
None of the Performance Shares may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed at any time.


 


ARTICLE 11


 


PERFORMANCE UNITS


 


11.1         Award of Performance Units.   For each Performance Period (as defined in Section 10.2),
Performance Units may be granted under the Plan to such employees or directors
of the Corporation and its subsidiaries as the Committee shall determine in its
sole discretion.  The award agreement
covering such Performance Units shall specify a value for each Performance Unit
or shall set forth a formula for determining the value of each Performance Unit
at the time of payment (the “Ending Value”). 
If necessary to make the calculation of the amount 


 


20

















 


to be paid to the employee pursuant to Section 11.3, the Committee
shall also state in the award agreement the initial value of each Performance
Unit (the “Initial Value”).  Performance
Units granted to an employee or director shall be credited to an account (a “Performance
Unit Account”) established and maintained for such employee or director.


 


11.2         Right to Payment of Performance
Units.   With respect to each award of Performance
Units under the Plan, the Committee shall specify Performance Objectives which
must be satisfied in order for the recipient to vest in the Performance Units
which have been awarded to him or her for the Performance Period.  If the Performance Objectives established for
a recipient for the Performance Period are partially but not fully met, the
Committee may, nonetheless, in its sole discretion, determine that all or a
portion of the Performance Units have vested. 
If the Performance Objectives for a Performance Period are exceeded, the
Committee may, in its sole discretion, grant additional, fully vested
Performance Units to the recipient.  The
Committee may, in its sole discretion, adjust the Performance Objectives or the
Initial Value or Ending Value of any Performance Units to reflect extraordinary
events, such as stock splits, recapitalizations, mergers, combinations,
divestitures, spin-offs and the like. 
The Committee may also determine, in its sole discretion, that
Performance Units awarded to a recipient shall become partially or fully vested
upon the employee’s termination of employment or the director’s termination of
service due to Disability, death or otherwise, or upon the occurrence of a
Change in Control.


 


11.3         Payment for Performance Units.   As soon as practicable following the end of a
Performance Period, the Committee shall determine whether the Performance
Objectives for the Performance Period have been achieved  (or partially achieved to the extent
necessary to permit partial vesting at the discretion of the Committee pursuant
to Section 11.2).  If the 


 


21

















 


Performance Objectives for the Performance Period have been exceeded,
the Committee shall determine whether additional Performance Units shall be
granted to the recipient pursuant to Section 11.2.  As soon as reasonably practicable after such
determinations, or at such later date as the Committee shall determine at the
time of  the grant, the Corporation shall
pay to the recipient an amount with respect to each vested Performance Unit
equal to the Ending Value of the Performance Unit or, if the Committee shall so
specify at the time of grant, an amount equal to (i) the Ending Value of
the Performance Unit less (ii) the Initial Value of the Performance
Unit.  Payment shall be made entirely in
cash, entirely in Common Stock (including Restricted Shares) or in such
combination of cash and Common Stock as the Committee shall determine in its
sole discretion.


 


11.4         Transferability.  
None of the Performance Units may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed at any time.


 


ARTICLE 12


 


UNRESTRICTED SHARES


 


12.1         Award of Unrestricted Shares.   The Committee may cause the Corporation to
grant Unrestricted Shares to employees or directors at such time or times, in
such amounts and for such reasons as the Committee, in its sole discretion,
shall determine.  No payment shall be
required for Unrestricted Shares.


 


12.2         Delivery of Unrestricted Shares.   The Corporation shall issue, in the name of
each employee or director to whom Unrestricted Shares have been granted, stock
certificates representing the total number of Unrestricted Shares granted to
the employee or director, and shall deliver such certificates to the employee
or director as soon as reasonably practicable after the date of grant or on
such later date as the Committee shall determine at the time of grant.


 


22
















 


ARTICLE 13


 


CODE SECTION 162(m) PROVISIONS


 


13.1         Covered  Employees.  
Notwithstanding any other provision of the Plan, if the Committee
determines at the time Restricted Shares, Performance Shares or Performance
Units are granted to a Participant who is, or is likely to be, as of the end of
the tax year in which the Corporation would claim a tax deduction in connection
with such Award, a Covered Employee, within the meaning of Section 162(m) of
the Code, then the Committee may provide that this Article 13 is
applicable to such Award.


 


13.2         Performance  Criteria.   If the Committee determines
that Restricted Shares, Performance Shares or Performance Units are intended to
be subject to this Article 13, the lapsing of restrictions thereon and the
distribution of cash, Shares or other property pursuant thereto, as applicable,
shall be subject to the achievement of one or more objective performance goals
established by the Committee, which shall be based on the attainment of
specified levels of one or any combination of the following: net sales; days
sales outstanding; revenue; revenue growth or product revenue growth; operating
income (before or after taxes); pre- or after-tax income (before or after
allocation of corporate overhead and bonus); earnings per share; net income
(before or after taxes); return on equity; total shareholder return; return on
assets or net assets; appreciation in and/or maintenance of the price of the
Shares or any other publicly-traded securities of the Corporation; market
share; gross profits; earnings (including earnings before taxes, earnings
before interest and taxes or earnings before interest, taxes, depreciation and
amortization); economic value-added models or equivalent metrics; comparisons
with various stock market indices; reductions in costs; cash flow or cash flow
per share (before or after dividends); return on capital (including return on
total capital or return on invested capital); cash


 


23

















 


flow return on investment; improvement in or attainment of expense
levels or working capital levels; operating margins, gross margins or cash
margin; year-end cash; debt reductions; stockholder equity; market share;
regulatory achievements; and implementation, completion or attainment of
measurable objectives with respect to research, development, products or
projects, production volume levels, acquisitions and divestitures and
recruiting and maintaining personnel. 
Such performance goals also may be based solely by reference to the Corporation’s
performance or the performance of a subsidiary, division, business segment or
business unit of the Corporation, or based upon the relative performance of
other companies or upon comparisons of any of the indicators of performance
relative to other companies.  The
Committee may also exclude charges related to an event or occurrence which the
Committee determines should appropriately be excluded, including (a) restructurings,
discontinued operations, extraordinary items, and other unusual or non-recurring
charges, (b) an event either not directly related to the operations of the
Corporation or not within the reasonable control of the Corporation’s
management, or (c) the cumulative effects of tax or accounting changes in
accordance with U.S. generally accepted accounting principles.  Such performance goals shall be set by the
Committee within the time period prescribed by, and shall otherwise comply with
the requirements of, Section 162(m) of the Code, and the regulations
thereunder.


 


13.3         Adjustments.  
Notwithstanding any provision of the Plan, with respect to any
Restricted Shares, Performance Shares or Performance Units that are subject to
this Article 13, the Committee may adjust downwards, but not upwards, the
amount payable pursuant to such Award, and the Committee may not waive the
achievement of the applicable performance goals, except in the case of the
death or disability of the Participant or as otherwise determined by the
Committee in special circumstances.


 


24

















 


13.4         Restrictions.  
The Committee shall have the power to impose such other restrictions on
Awards subject to this Article as it may deem necessary or appropriate to
ensure that such Awards satisfy all requirements for “performance-based
compensation” within the meaning of Section 162(m) of the Code.


 


13.5         Limitations on Grants to Individual
Participants.   Subject to adjustment as provided in Article 14,
no Participant may be granted (i) Options or Stock Appreciation Rights or (ii) Restricted
Shares, Performance Shares and/or Performance Units that are intended to comply
with the performance-based exception under Code Section 162(m) and
are denominated in Shares, in each case during any 12-month period with respect
to more than 150,000 Shares in the aggregate (the “Limitations”).  If an Award is cancelled, the cancelled Award
shall continue to be counted toward the applicable Limitations.


 


ARTICLE 14


 


ADJUSTMENT UPON CHANGES IN
CAPITALIZATION


 


In the event of any merger,
reorganization, consolidation, recapitalization, dividend or distribution
(whether in cash, shares or other property, other than a regular cash
dividend), stock split, reverse stock split, spin-off or similar transaction or
other change in corporate structure affecting the Shares or the value thereof,
such adjustments and other substitutions shall be made to the Plan and to
awards as the Committee deems equitable or appropriate to prevent dilution or
enlargement of the rights of Participants under the Plan, including such adjustments
in the aggregate number, class and kind of securities that may be delivered
under the Plan, the Limitations, the maximum number of Shares that may be
issued as incentive stock options and, in the aggregate or to any one
Participant, in the number, class, kind and option or exercise price of
securities subject to outstanding awards granted under the Plan 


 


25

















 


(including, if the Committee deems
appropriate, the substitution of similar options to purchase the shares of, or
other awards denominated in the shares of, another company) as the Committee
may determine to be appropriate provided, however, that the number of Shares
subject to any award shall always be a whole number.


 


ARTICLE 15


 


AMENDMENT AND TERMINATION


 


The Board may suspend,
terminate, modify or amend the Plan, provided that any amendment that would (i)
materially increase the aggregate number of shares which may be issued under
the Plan, (ii) materially increase the benefits accruing to employees
under the Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Plan, shall be subject to the approval of
the Corporation’s stockholders, except that any such increase or modifications
that may result from adjustments authorized by Article 14 hereof shall not
require stockholder approval.  If the
Plan is terminated, the terms of the Plan shall, notwithstanding such
termination, continue to apply to awards granted prior to such termination.  No suspension, termination, modification, or
amendment of the Plan may, without the consent of the employee or director to
whom an award shall theretofore have been granted, adversely affect the rights
of such employee or director under such award.


 


ARTICLE 16


 


WRITTEN AGREEMENT


 


Each award of Options, Stock
Appreciation Rights, Restricted Shares, Performance Shares, Performance Units
and Unrestricted Shares shall be evidenced by a written agreement containing
such restrictions, terms and conditions, if any, as the Committee may 


 


26

















 


require. 
In the Event of any conflict between a written agreement and the Plan,
the terms of the Plan shall govern.


 


ARTICLE 17


 


MISCELLANEOUS PROVISIONS


 


17.1         Tax Withholding.  
The Corporation shall have the right to require recipients or their
beneficiaries or legal representatives to remit to the Corporation an amount
sufficient to satisfy Federal, state and local withholding requirements, or to
deduct from all payments under the Plan, amounts sufficient to satisfy all
withholding tax requirements. Whenever payments under the Plan are to be made
to a recipient in cash, such payments shall be net of any amounts sufficient to
satisfy all Federal, state and local withholding tax requirements.  The Corporation may, in its sole discretion,
permit a recipient to satisfy his or her minimum tax withholding obligation
either by (i) surrendering shares owned by the recipient or (ii) having
the Corporation withhold from shares otherwise deliverable to the recipient.  Shares surrendered or withheld shall be
valued at their Market Price as of the date on which income is required to be
recognized for income tax purposes.


 


17.2         Compliance With Section 16(b).   In the case of employees or directors who are
or may be subject to Section 16 of the Act, it is the intent of the
Corporation that the Plan and any award granted hereunder satisfy and be
interpreted in a manner that satisfies the applicable requirements of  Rule 16b-3, so that such persons will be
entitled to the benefits of  Rule 16b-3
or other exemptive rules under Section 16 of the Act and will not be
subjected to liability thereunder.  If
any provision of the Plan or any award would otherwise conflict with the intent
expressed herein, that provision, to the extent possible, shall be interpreted
and deemed amended so as to avoid such conflict.  To the extent of any remaining irreconcilable
conflict with 


 


27

















 


such intent, such provision shall be deemed void as applicable to
employees or directors who are or may be subject to Section 16 of the Act.


 


17.3         Successors.  
The obligations of the Corporation under the Plan shall be binding upon
any successor corporation or organization resulting from the merger, consolidation
or other reorganization of the Corporation, or upon any successor corporation
or organization succeeding to all or substantially all or the assets and
business of the Corporation.  In the
event of any of the foregoing, the Committee may, at its discretion prior to
the consummation of the transaction and subject to Article 15 hereof,
cancel, offer to purchase, exchange, adjust or modify any outstanding awards,
at such time and in such manner as the Committee deems appropriate and in
accordance with applicable law.


 


17.4         General Creditor Status.   Recipients shall have no right, title, or
interest whatsoever in or to any investments which the Corporation may make to
aid it in meeting its obligations under the Plan.  Nothing contained in the Plan, and no action
taken pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship between the Corporation and any
recipient or beneficiary or legal representative of such recipient.  To the extent that any person acquires a
right to receive payments from the Corporation under the Plan, such right shall
be no greater than the right of an unsecured general creditor of the
Corporation.  All payments to be made
hereunder shall be paid from the general funds of the Corporation and no
special or separate fund shall be established and no segregation of assets
shall be made to assure payment of such funds except as expressly set forth in
the Plan.


 


17.5         No Right to Employment.   Nothing in the Plan or in any written agreement
entered into pursuant to the Article 16 hereof, nor the grant of any
awards, shall confer upon any employee or director any right to continue in the
employ or service of the Corporation or a 


 


28

















 


subsidiary or to be entitled to
any remuneration or benefits not set forth in the Plan or such written
agreement or interfere with or limit the right of the Corporation or a subsidiary
to modify the terms of or terminate such employee’s employment or director’s
service at any time.


 


17.6         Notices.  
Notices required or permitted to be made under the Plan shall be
sufficiently made if personally delivered to the recipient or sent by regular
mail addressed (a) to the recipient at the recipient’s address as set forth
in the books and records of the Corporation or its subsidiaries, or (b) to
the Corporation or the Committee as the principal office of the Corporation
clearly marked “Attention: Plan Administration Committee.”


 


17.7         Severability.  
In the event that any provision in the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall not be construed and enforced
as if the illegal or invalid provision had not been included.


 


17.8         Governing Law.  
To the extent not preempted by Federal law, the Plan and all agreements
hereunder, shall be construed in accordance with and governed by the laws of
the State of New York, without regard to the conflicts of law provisions thereof.


 


29

















 


Table of Contents


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1 ESTABLISHMENT AND PURPOSE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Establishment
  and Effective Date

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Purpose

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 AWARDS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Form of
  Awards

  	
   

  	
  2

  
	
  2.2

  	
   

  	
  Maximum
  Shares Available

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 ADMINISTRATION

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Committee

  	
   

  	
  3

  
	
  3.2

  	
   

  	
  Powers of
  the Committee

  	
   

  	
  3

  
	
  3.3

  	
   

  	
  Delegation

  	
   

  	
  4

  
	
  3.4

  	
   

  	
  Interpretations

  	
   

  	
  4

  
	
  3.5

  	
   

  	
  Liability;
  Indemnification

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 ELIGIBILITY

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 STOCK OPTIONS

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Grant of
  Options

  	
   

  	
  6

  
	
  5.2

  	
   

  	
  Designation
  as Non-qualified Stock Option or Incentive Stock Option

  	
   

  	
  6

  
	
  5.3

  	
   

  	
  Option price

  	
   

  	
  6

  
	
  5.4

  	
   

  	
  Limitation
  on Amount of Incentive Stock Options

  	
   

  	
  7

  
	
  5.5

  	
   

  	
  Limitation
  on Time of Grant

  	
   

  	
  7

  
	
  5.6

  	
   

  	
  Exercise and
  Payment

  	
   

  	
  7

  
	
  5.7

  	
   

  	
  Term

  	
   

  	
  8

  
	
  5.8

  	
   

  	
  Rights as a
  Stockholder

  	
   

  	
  8

  
	
  5.9

  	
   

  	
  General
  Restrictions

  	
   

  	
  8

  
	
  5.10

  	
   

  	
  Cancellation
  of Stock Appreciation Rights

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 STOCK APPRECIATION RIGHTS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Grants of
  Stock Appreciation Rights

  	
   

  	
  9

  
	
  6.2

  	
   

  	
  Limitations
  on Exercise

  	
   

  	
  10

  
	
  6.3

  	
   

  	
  Surrender or
  Exchange of Tandem Stock Appreciation Rights

  	
   

  	
  10

  
	
  6.4

  	
   

  	
  Exercise of
  Nontandem Stock Appreciation Rights

  	
   

  	
  10

  
	
  6.5

  	
   

  	
  Settlement
  of Stock Appreciation Rights

  	
   

  	
  11

  
	
  6.6

  	
   

  	
  Cash
  Settlement

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 NONTRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS

  	
   

  	
  12

  



 


i

















 


	
  ARTICLE 8 EFFECT OF TERMINATION OF EMPLOYMENT OR BOARD SERVICE,
  DISABILITY, DEATH OR CHANGE IN CONTROL

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  General Rule

  	
   

  	
  13

  
	
  8.2

  	
   

  	
  Disability

  	
   

  	
  14

  
	
  8.3

  	
   

  	
  Death

  	
   

  	
  14

  
	
  8.4

  	
   

  	
  Change in
  Control

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 RESTRICTED SHARES

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Grant of
  Restricted Shares

  	
   

  	
  16

  
	
  9.2

  	
   

  	
  Restrictions

  	
   

  	
  16

  
	
  9.3

  	
   

  	
  Restricted
  Stock Certificates

  	
   

  	
  17

  
	
  9.4

  	
   

  	
  Rights of
  Holders of Restricted Shares

  	
   

  	
  17

  
	
  9.5

  	
   

  	
  Forfeiture

  	
   

  	
  17

  
	
  9.6

  	
   

  	
  Delivery of
  Restricted Shares

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10 PERFORMANCE SHARES

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Award of
  Performance Shares

  	
   

  	
  18

  
	
  10.2

  	
   

  	
  Performance
  Period

  	
   

  	
  18

  
	
  10.3

  	
   

  	
  Right to
  Payments of Performance Shares

  	
   

  	
  18

  
	
  10.4

  	
   

  	
  Payment for
  Performance Shares

  	
   

  	
  19

  
	
  10.5

  	
   

  	
  Voting and Dividend
  Rights

  	
   

  	
  20

  
	
  10.6

  	
   

  	
  Transferability

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 PERFORMANCE UNITS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Award of
  Performance Units

  	
   

  	
  20

  
	
  11.2

  	
   

  	
  Right to
  Payment of Performance Units

  	
   

  	
  21

  
	
  11.3

  	
   

  	
  Payment for
  Performance Units

  	
   

  	
  21

  
	
  11.4

  	
   

  	
  Transferability

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12 UNRESTRICTED SHARES

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Award of
  Unrestricted Shares

  	
   

  	
  22

  
	
  12.2

  	
   

  	
  Delivery of
  Unrestricted Shares

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13 CODE SECTION 162(m) PROVISIONS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Covered
  Employees

  	
   

  	
  23

  
	
  13.2

  	
   

  	
  Performance
  Criteria

  	
   

  	
  23

  
	
  13.3

  	
   

  	
  Adjustments

  	
   

  	
  24

  
	
  13.4

  	
   

  	
  Restrictions

  	
   

  	
  25

  
	
  13.5

  	
   

  	
  Limitations
  on Grants to Individual Participants

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14 ADJUSTMENT UPON CHANGES IN CAPITALIZATION

  	
   

  	
  25

  



 


ii

















 


	
  ARTICLE 15 AMENDMENT AND TERMINATION

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16 WRITTEN AGREEMENT

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 17 MISCELLANEOUS PROVISIONS

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  17.1

  	
   

  	
  Tax
  Withholding

  	
   

  	
  27

  
	
  17.2

  	
   

  	
  Compliance
  With Section 16(b)

  	
   

  	
  27

  
	
  17.3

  	
   

  	
  Successors

  	
   

  	
  28

  
	
  17.4

  	
   

  	
  General
  Creditor Status

  	
   

  	
  28

  
	
  17.5

  	
   

  	
  No Right to
  Employment

  	
   

  	
  28

  
	
  17.6

  	
   

  	
  Notices

  	
   

  	
  29

  
	
  17.7

  	
   

  	
  Severability

  	
   

  	
  29

  
	
  17.8

  	
   

  	
  Governing
  Law

  	
   

  	
  29

  



 


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