ex10_1.htm


    
      

    

    Exhibit
10.1

    


    Ford
Motor Company 2008 Long-Term Incentive Plan

    (Effective
as of March 1, 2008)

    


    Purpose

    


    1.(a)
Purpose. This Plan,
known as the "2008 Long-Term Incentive Plan" (the "Plan"), is intended to
provide an incentive to certain salaried employees of Ford Motor Company (the
"Company"), and of its subsidiaries, in order to encourage them to remain in the
employ of the Company and to increase their interest in the Company's success.
It is intended that this purpose be effected through stock awards and/or various
stock-based rights with respect to shares of the Company's Common Stock
(collectively, the "Plan Awards"), as provided herein, to eligible employees
("Participants").

    


    (b) Company; Subsidiary; Employee.
The term "Company" when used with reference to employment shall include
subsidiaries of the Company. The term "subsidiary" shall mean (i) any
corporation a majority of the voting stock of which is owned directly or
indirectly by the Company or (ii) any limited liability company a majority of
the membership interest of which is owned, directly or indirectly, by the
Company. The term "employee" shall be deemed to include any person who is an
employee of any joint venture corporation or partnership, or comparable entity,
in which the Company has a substantial equity interest (a "Joint Venture"),
provided such person was an employee of the Company immediately prior to
becoming employed by such Joint Venture.

    


    Administration

    


    2.(a)
Compensation Committee.
The Compensation Committee of the Company's Board of Directors (the
"Committee") shall administer the Plan and perform such other functions as are
assigned to it under the Plan. The Committee is authorized, subject to the
provisions of the Plan, from time to time to establish such rules and
regulations as it may deem appropriate for the proper administration of the
Plan, and to make such determinations under, and such interpretations of, and to
take such steps in connection with, the Plan and the Plan Awards as it may deem
necessary or advisable, in each case in its sole discretion.

    


    (b) Delegation of Authority. The
Committee may delegate any or all of its powers and duties under the Plan,
including, but not limited to, its authority to grant waivers pursuant to
Article 8, to one or more other committees as it shall appoint, pursuant to such
conditions or limitations as the Committee may establish; provided, however,
that the Committee shall not delegate its authority to (1) make Plan Awards
under the Plan, except as otherwise provided in Articles 4, 5, and 6; (2) act on
matters affecting any Participant who is subject to the reporting requirements
of Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the liability provisions of Section 16(b) of the Exchange
Act (any such Participant being called a "Section 16 Person"); or (3) amend or
modify the Plan pursuant to the provisions of paragraph (b) of Article
14.

    


    (c) Eligibility of Committee Members.
No person while a member of the Committee or any committee of the Board
of Directors administering the Plan shall be eligible to hold or receive a Plan
Award.

    


    Stock
Available for Plan Awards

    


    3.(a)
Stock Subject to Plan.
The stock to be subject to or related to Plan Awards shall be shares of
the Company's Common Stock of the par value of $.01 per share ("Stock"), and may
be either authorized and unissued or held in the treasury of the Company. The
maximum number of shares of Stock with respect to which Plan Awards may be
granted under the Plan, subject to adjustment in accordance with the provisions
of Article 11, in each calendar year during any part of which the Plan is in
effect shall be 2% of the total number of issued shares of Stock as of December
31 of the calendar year immediately preceding such year (the number of shares
determined by application of such percentage in any calendar year being called
the "2% Limit" for such year); provided, however, that such percentage may be
increased to up to 3% in any one or more calendar years, in which event the
excess over 2% in any such calendar year shall be applied to the reduction of
the aggregate number of shares that otherwise would have been available for Plan
Awards pursuant to this paragraph (a) and paragraph (c) of this Article 3 in
subsequent calendar years during the term of the Plan, in inverse order
commencing with the year 2018. Notwithstanding the foregoing, (i) the aggregate
number of shares that may be issued upon exercise of "incentive stock options"
(as defined in paragraph (a)(l) of Article 5) shall not exceed 2% of the number
of shares authorized under the Company's Certificate of Incorporation at the
date of adoption of the Plan (subject to adjustment in accordance with the
provisions of Article 11), (ii) the maximum number of shares subject to Options
(as defined below), with or without any related Stock Appreciation Rights (as
defined below), that may be granted pursuant to Article 5 to any Covered
Executive (as defined below) during any calendar year during any part of which
the Plan is in effect shall be 5,000,000, subject to adjustment in accordance
with the provisions of Article 11 and (iii) the maximum number of shares of
Stock or Restricted Stock Units (as defined below) that may be granted as Final
Awards (as defined below) pursuant to Article 4 to any Covered Executive during
any calendar year during any part of which the Plan is in effect shall be
2,500,000, subject to adjustment in accordance with the provisions of
Article 11.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b) Computation of Stock Available for
Plan Awards. For the purpose of computing the total number of shares of
Stock remaining available for Plan Awards at any time in each calendar year
during which the Plan is in effect, there shall be debited against the total
number of shares determined to be available pursuant to paragraphs (a) and (c)
of this Article 3 (i) the maximum number of shares of Stock subject to issuance
upon exercise of Options (as defined below) granted in such year, (ii) the
maximum number of shares of Stock or Restricted Stock Units that may be granted
as Final Awards under Performance-Based Restricted Stock Units (as defined
below) granted in such calendar year, and (iii) the number of shares of Stock
related to Other Stock-Based Awards (as defined below) granted in such year, as
determined by the Committee in each case as at the dates on which such Plan
Awards were granted.

    


    (c) Unused, Forfeited and Reacquired
Shares. Any unused portion of the 2% Limit for any calendar year shall be
carried forward and shall be made available for Plan Awards in succeeding
calendar years. The shares involved in the unexercised or undistributed portion
of any terminated, expired or forfeited Plan Award (including, without
limitation, the shares debited under paragraph (b) of Article 3 that are not
included in the related Final Award) also shall be made available for further
Plan Awards. Any shares of Stock made available for Plan Awards pursuant to this
paragraph (c) shall be in addition to the shares available pursuant to paragraph
(a) of this Article 3.

    


    Performance-Based
Restricted Stock Units and Final Awards

    


    4.(a)
Grant of Performance-Based
Restricted Stock Units. The term "Performance-Based Restricted Stock
Unit" ("PB-RSU"), shall mean the right to receive, without payment to the
Company, up to the number of Restricted Stock Units or shares of Stock described
therein, subject to the terms and provisions of the PB-RSU and the Plan. The
term "Restricted Stock Unit" shall mean the right to receive, without payment to
the Company, one share of Stock upon expiration of the applicable restriction
period, subject to the terms and conditions of the award and the
Plan.  The Committee, at any time and from time to time while the Plan
is in effect, may grant, or authorize the granting of, PB-RSUs to such officers
and other key salaried employees of the Company, whether or not members of the
Board of Directors, as it may select and for such numbers of shares based on
such dollar amounts as it shall designate, subject to the provisions of this
Article 4 and Article 3. Notwithstanding anything contained in the Plan to the
contrary, the Committee may authorize a committee, whose membership shall be
consistent with Delaware law, to determine the amount of individual grants of
PB-RSUs and related Final Awards to key employees of the Company selected by
such committee who are not officers or directors of the Company, subject to the
provisions of Articles 3 and 4 and subject to a maximum number of shares of
Stock and any other limitations specified by the Committee.

    


    (b) Terms and Provisions of
PB-RSUs. Prior to the grant of any PB-RSU, the Committee shall determine
the terms and provisions of each PB-RSU, including, without limitation, (i) the
number of Restricted Stock Units or shares of Stock to be earned under such
PB-RSU if 100% of each of the Performance Goals is achieved (the "Target
Award"), as adjusted pursuant to Article 11, (ii) one or more performance goals
("Performance Goals") based on one or more Performance Criteria (as defined
below) to be used to measure performance under such PB-RSU, (iii) the formula
(the "Performance Formula") to be applied against the Performance Goals in
determining the percentage (which shall not exceed 200%) of the Target Award (as
adjusted pursuant to Article 11) used to determine the number of Restricted
Stock Units or shares of Stock earned under such PB-RSU, (iv) the period of time
for which such performance is to be measured (the "Performance Period"), which
shall commence not earlier than 90 days prior to the date of grant of such
PB-RSU, and (v) the period of time, if any, during which the disposition of
Restricted Stock Units or shares of Stock covered by any Final Award relating to
such PB-RSU shall be restricted as provided in paragraph (a) of Article 9 (the
"Restriction Period"); provided, however, that the Committee may establish the
Restriction Period applicable to any PB-RSU at the time of or at any time prior
to the granting of the related Final Award. Within 90 days of commencement of a
Performance Period, the Committee may establish a minimum threshold objective
for any Performance Goal for such Performance Period, which if not met, would
result in no Final Award being made to any Participant with such Goal for such
Period. During and after the Performance Period, but prior to the grant of a
Final Award relating to any PB-RSU granted to a Participant who is not a
"Covered Executive", the Committee may adjust the Performance Goals, Performance
Formula and Target Award and otherwise modify the terms and provisions of such
PB-RSU, subject to the terms and conditions of the Plan. Each PB-RSU shall be
evidenced by a letter, an agreement or such other document as the Committee may
determine. The term "Performance Criteria" shall mean, with respect to any
PB-RSU granted to a Participant who is a Covered Executive, one or more of the
following objective business criteria established by the Committee with respect
to the Company and/or any subsidiary, division, business unit or component
thereof upon which the Performance Goals for a Performance Period are based:
asset charge, asset turnover, automotive return on sales, capacity utilization,
capital employed in the business, capital spending, cash flow, cost structure
improvements, complexity reductions, customer loyalty, diversity, earnings
growth, earnings per share, economic value added, environmental health and
safety, facilities and tooling spending, hours per vehicle, increase in customer
base, inventory turnover, market price appreciation, market share, net cash
balance, net income, net income margin, net operating cash flow, operating
profit margin, order to delivery time, plant capacity, process time, profits
before tax, quality/customer satisfaction, return on assets, return on capital,
return on equity, return on net operating assets, return on sales, revenue
growth, sales margin, sales volume, total shareholder return, vehicles per
employee, warranty performance to budget, variable margin, and working capital.
The term "Performance Criteria" shall mean, with respect to any PB-RSU granted
to a Participant who is not a Covered Executive, one or more of the business
criteria listed above and/or any other criteria based on individual, business
unit, group or Company performance selected by the Committee for the Performance
Period. The Performance Criteria may be expressed in absolute terms or relate to
the performance of other companies or to an index. The term "Covered Executive"
shall mean executive officers as defined in Section 162(m) of the Internal
Revenue Code of 1986, as amended,  (the "Code"), or its
successors.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c) Final Awards. (1) As soon as
practicable following the completion of the Performance Period relating to any
PB-RSU, but not later than 12 months following such completion, the Committee
shall determine the percentage (which shall not exceed 200%) of the Target Award
(as adjusted pursuant to Article 11) which shall be used to determine the number
of Restricted Stock Units or shares of Stock to be awarded finally to the
Participant who holds such PB-RSU. Such number of Restricted Stock Units or
shares of Stock is called the "Final Award". Each Final Award shall represent
only full Restricted Stock Units or shares of Stock, and any fractional unit or
share that would otherwise result from such Final Award calculation shall be
disregarded. In making such determination, the Committee shall apply the
applicable Performance Formula for the Participant for the Performance Period
against the accomplishment of the related Performance Goals. The Committee may,
in its sole discretion, reduce the amount of any Final Award that otherwise
would be awarded to any Participant for any Performance Period. In addition, the
Committee may, in its sole discretion, increase the amount of any Final Award
that otherwise would be awarded to any Participant who is not a Covered
Executive, subject to the maximum Final Award amount of 200% of the related
Target Award (as adjusted pursuant to Article 11), taking into account (i) the
extent to which the Performance Goals provided in such PB-RSU was, in the
Committee's sole opinion, achieved, (ii) the individual performance of such
Participant during the related Performance Period and (iii) such other factors
as the Committee may deem relevant, including, without limitation, any change in
circumstances or unforeseen events, relating to the Company, the economy or
otherwise, since the date of grant of such PB-RSU. The Committee shall notify
such Participant of such Participant's Final Award as soon as practicable
following such determination.

    


    (2)
Following the determination of each Final Award, the Company shall credit the
Restricted Stock Units or, in the case of a Final Award of shares of Stock,
issue or cause to be issued shares of Stock, representing such Final Award in
the name of the Participant who received such Final Award. Such Participant
shall, upon the lapse of restrictions on Restricted Stock Units or upon the
issuance of shares of Stock, become the holder of record of the number of shares
of Stock, entitled to dividends, voting rights and other rights of a holder
thereof, subject to the terms and provisions of the Plan, including, without
limitation, the provisions of paragraph (e) of this Article 4 and Articles 8, 9
and 11. If the Final Award is in restricted shares of Stock, the Company may
direct the transfer agent or program administrator, as the case may be, to
restrict the Restricted Stock Units or shares of Stock in accordance with the
terms of the Final Award.

    


    (3)
Notwithstanding the provisions of paragraphs (c)(l) and (2) of this Article 4 or
any other provision of the Plan, in the case of any PB-RSU held by a Participant
who is an employee of a foreign subsidiary or foreign branch of the Company or
of a foreign Joint Venture, or held by a Participant who is in any other
category specified by the Committee, the Committee may specify that such
Participant's Final Award shall not be represented by certificates for shares of
Stock but shall be represented by rights approximately equivalent (as determined
by the Committee) to the rights that such Participant would have received if
certificates for shares of Stock had been issued in the name of such Participant
in accordance with paragraphs (c)(l) and (2) of this Article 4 (such rights
being called "Stock Equivalents"). Subject to the provisions of Article 11 and
the other terms and provisions of the Plan, if the Committee shall so determine,
each Participant who holds Stock Equivalents shall be entitled to receive the
same amount of cash that such Participant would have received as dividends if
certificates for shares of Stock had been issued in the name of such Participant
pursuant to paragraphs (c)(l) and (2) of this Article 4 covering the number of
shares equal to the number of shares to which such Stock Equivalents relate.
Notwithstanding any other provision of the Plan to the contrary, the Stock
Equivalents representing any Final Award may, at the option of the Committee, be
converted into an equivalent number of shares of Stock or, upon the expiration
of the applicable Restriction Period, into cash, under such circumstances and in
such manner as the Committee may determine.

    


    (4) If
the Restriction Period relating to any Final Award or part thereof shall expire
while the Participant who was granted such Award is employed by the Company, the
shares of Stock issued in such Participant's name with respect to such Final
Award or part thereof, shall be delivered to or credited to an account for such
Participant as soon as practicable, free of all restrictions.

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    (d) Dividend Equivalents. (1) The
Committee shall have the right to determine whether or not each Participant who
receives Restricted Stock Units representing a Final Award shall be entitled to
receive payment of the same amount of cash that such Participant would have
received as cash dividends if, on each record date during the entire Restriction
Period relating to such Restricted Stock Unit, such Participant had been the
holder of record of a number of shares of Stock equal to 100% of the related
Final Award (as adjusted pursuant to Article 11).  Such cash payments
are referred to as "dividend equivalents".  In the event the Committee
authorizes dividend equivalents to be paid for any Restricted Stock Unit awarded
to a Participant as a Final Award after the end of the Performance Period
related to such Final Award, any such dividend equivalents relating to any
dividend payable prior to the date of award of such Restricted Stock Unit shall
be made at the same time as the payment relating to the first dividend paid
after such date of award.

    


    (2)
Notwithstanding the provisions of paragraph (d)(1) of this Article 4 relating to
dividend equivalents, the Committee may determine that, in lieu of receiving all
or any portion of any such dividend equivalent in cash, a Participant shall
receive an award of full Restricted Stock Units or shares of Stock having a
value (as determined by the Committee) approximately equal to the portion of
such dividend equivalent that was not paid in cash. Restricted Stock Units or
shares of Stock so awarded shall be credited or issued as of the payment date
for the related cash dividend, and the Restricted Stock Units or shares of Stock
covered thereby shall be treated in the same manner as Final Awards, subject to
the terms and conditions of the Plan, including, without limitation, the
provisions of paragraphs (b), (c) and (e) of Article 4 and Articles 8, 9, and
11.

    


    (e) Effect of Termination of Employment
or Death. (1) If a Participant's employment with the Company shall be
terminated, prior to the expiration of the Restriction Period, or prior to
issuance of shares representing the Final Award if there is no Restriction
Period, relating to any PB-RSU granted to such Participant, by reason of
discharge, release in the best interest of the Company, release under mutually
satisfactory conditions, termination under a voluntary or involuntary Company
separation program or career transition program, voluntary quit or retirement
without the approval of the Company, such PB-RSU, and any Restricted Stock Unit
credited or shares of Stock not yet issued in the name of such Participant as a
Final Award relating to such PB-RSU, shall be forfeited and cancelled forthwith
unless the Committee shall grant an appropriate waiver. Any such waiver shall be
granted in accordance with the procedure specified in paragraph (b) of Article 8
(in which event the reference in such paragraph (b) to "the nonfulfillment of
such condition" shall be deemed to refer to such Participant's termination for
any of the reasons specified above).

    


    (2) If a
Participant's employment with the Company shall be terminated for any reason
other than a reason specified in paragraph (e)(l) of this Article 4, except
death, prior to or concurrently with the expiration of the Restriction Period or
prior to issuance of shares of Stock representing the Final Award if there is no
restriction period relating to any PB-RSU granted to such Participant, the
PB-RSU or Final Award, as the case may be, will remain unaffected except to the
extent that the Committee decides to prorate a Final Award based on the number
of full months that the Participant was employed during the Performance Period,
and distribution of the Final Award will occur according to the normal schedule
for such grant.

    


    (3) If a
Participant's employment with the Company shall be terminated at any time by
reason of a sale or other disposition (including, without limitation, a transfer
to a Joint Venture) of the division, operation or subsidiary in which such
Participant was employed or to which such Participant was assigned, unless the
Committee shall specify otherwise, any PB-RSUs then held by such Participant,
and any shares of Stock or Restricted Stock Units issued or credited in the name
of such Participant as a Final Award relating to such PB-RSUs, shall be dealt
with as provided in paragraph (e)(2) of this Article 4, provided that such
termination occurs at least three months after the date of grant.

    


    (4) If a
Participant shall die while in the employ of the Company, any PB-RSUs then held
by such Participant shall remain in effect, except to the extent that the
Committee decides to prorate any Final Award based on the number of full months
that the Participant was employed during the Performance Period. Such PB-RSUs,
and any shares of Stock awarded to the Participant but not yet issued, and any
such shares thereafter issuable with respect to such PB-RSUs, shall be
transferred or issued and delivered to the beneficiary designated pursuant to
Article 10 or, if no such designation is in effect, to the executor or
administrator of the estate of such Participant, free of all restrictions and
restrictive legends. With regard to any Restricted Stock Units then held by such
Participant, shares of Stock equal to the number of shares represented thereby
shall be issued to such beneficiary, executor or administrator, free of all
restrictions.

    


    (5)
Subject to the provisions of Article 8, if a Participant shall die following
termination of employment, any PB-RSUs then held by such Participant shall
remain in effect. Such PB-RSUs, and any shares of Stock awarded but not yet
issued to the Participant, and any such shares thereafter issuable with respect
to such PB-RSUs, shall be transferred or issued to the beneficiary designated
pursuant to Article 10 or, if no such designation is in effect, to the executor
or administrator of the estate of such Participant, free of all restrictions.
With regard to any Restricted Stock Units then held by such Participant, shares
of Stock equal to the number of shares represented thereby shall be issued to
such beneficiary, executor or administrator, free of all
restrictions.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (6)
Except as otherwise provided in (e)(3) of this Article 4, notwithstanding any
other provision of the Plan to the contrary, if a Participant's employment with
the Company shall for any reason terminate prior to the later of (a) the date of
expiration of the period of six months following the commencement of the
Performance Period relating to any PB-RSU (or such other period as the Committee
may specify) or (b) the date six months following the date of grant of such
PB-RSU, such PB-RSU shall be forfeited and cancelled forthwith unless the
Committee shall determine otherwise.

    


    (7)
Notwithstanding any provision of the Plan to the contrary, (i) the Committee may
at any time establish a Restriction Period applicable to the Restricted Stock
Unit or Stock to be represented by any Final Award, and such Restriction Period
shall remain in effect until such time (which may be later than the date of the
Participant's retirement or other termination of employment) as the Committee
may determine; and (ii) the Committee may determine that no shares of Stock
therefor shall be issued to any Participant until the date of expiration of the
applicable Restriction Period (or such earlier date as the Committee may
determine).

    


    Options
And Stock Appreciation Rights

    


    5.(a)
Grant of Options. (1)
The Board of Directors, at any time and from time to time while the Plan is in
effect, may authorize the granting of Options to such officers and other key
salaried employees of the Company, whether or not members of the Board of
Directors, as it may select from among those nominated by the Committee, and for
such numbers of shares as it shall designate, subject to the provisions of this
Article 5 and Article 3; provided, however, that no Option shall be granted to a
Participant for a larger number of shares than the Committee shall recommend for
such Participant. Each Option granted pursuant to the Plan shall be designated
at the time of grant as either an "incentive stock option" ("ISO"), as such term
is defined in the Code, or its successors (or shall otherwise be designated as
an option entitled to favorable treatment under the Code) or as a "nonqualified
stock option" ("NQO") (ISOs and NQOs being individually called an "Option" and
collectively called "Options").

    


    (2)
Without in any way limiting the authority provided in paragraph (a)(l) of this
Article 5, the Board of Directors may authorize the Committee to authorize the
granting of Options, at any time and from time to time while the Plan is in
effect, to such officers and other key salaried employees of the Company,
whether or not members of the Board of Directors, as the Committee may select,
subject to the provisions of this Article 5 and Article 3 and subject to such
other limitations as the Board of Directors may specify. In addition, to the
extent such authority has been delegated to the Committee pursuant to this
Article 5, the Committee may authorize a committee of two or more Company
officers appointed by it to determine the amount and date of individual Option
grants for key employees selected by such committee who are not officers or
directors of the Company, subject to Articles 3 and 5 and subject to a maximum
number of shares of Stock and any other limitations specified by the
Committee.

    


    (3) The
date on which an Option shall be granted shall be the date of authorization of
such grant or such later date as may be determined at the time such grant is
authorized. Any individual may hold more than one Option.

    


    (b) Price. In the case of each
Option granted under the Plan the option price shall be the fair market value of
Stock on the date of grant of such Option; provided, however, that in the case
of any Option granted to an employee of a foreign subsidiary or a foreign branch
of the Company or of a foreign Joint Venture the Board of Directors may in its
discretion fix an option price in excess of the fair market value of Stock on
such date. The term "fair market value" when used with reference to the option
price shall mean the closing price at which Stock shall have been reported on
the New York Stock Exchange on the date of grant of such Option. In the event
that any Option shall be granted on a date on which the closing price of Stock
is unavailable on such Exchange, the fair market value of Stock on such date
shall be deemed to be the closing price on the next preceding day on which there
was such closing price.

    


    (c) Grant of Stock Appreciation Rights.
(1) The Board of Directors may authorize the granting of Stock
Appreciation Rights (as defined below) to such Participants who are granted
Options under the Plan as it may select from among those nominated therefor by
the Committee. The Committee may authorize the granting of Stock Appreciation
Rights to such Participants as are granted Options under the Plan pursuant to
paragraph (a) of this Article 5. Each Stock Appreciation Right shall relate to a
specific Option granted under the Plan and may be granted concurrently with the
Option to which it relates or at any time prior to the exercise, termination or
expiration of such Option.

    


    (2) The
term "Stock Appreciation Right" shall mean the right to receive, without payment
to the Company and as the Participant may elect, either (a) that number of
shares of Stock determined by dividing (i) the total number of shares of Stock
subject to the related Option (or the portion or portions thereof which the
Participant from time to time elects to use for purposes of this clause (a)),
multiplied by the amount by which the fair market value of a share of Stock on
the day the right is exercised exceeds the option price (such amount being
hereinafter referred to as the "Spread"), by (ii) the fair market value of a
share of Stock on the exercise date; or (b) cash in an amount determined by
multiplying (i) the total number of shares of Stock subject to the related
Option (or the portion or portions thereof which the Participant from time to
time elects to use for purposes of this clause (b)), by (ii) the amount of the
Spread; or (c) a combination of shares of Stock and cash, in amounts determined
as set forth in clauses (a) and (b) above; provided, however, that the total
number of shares which may be received upon exercise of a Stock Appreciation
Right for Stock shall not exceed the total number of shares subject to the
related Option or portion thereof, and the total amount of cash which may be
received upon exercise of a Stock Appreciation Right for cash shall not exceed
the fair market value on the date of exercise of the total number of shares
subject to the related Option or portion thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (3) The
Committee may impose such conditions as it may deem appropriate upon the
exercise of an Option or a Stock Appreciation Right, including, without
limitation, a condition that the Stock Appreciation Right may be exercised only
in accordance with rules and regulations adopted by the Committee from time to
time.

    


    (4) The
right of a Participant to exercise a Stock Appreciation Right shall be cancelled
if and to the extent the related Option is exercised. The right of a Participant
to exercise an Option shall be cancelled if and to the extent that shares
covered by such Option are used to calculate shares or cash received upon
exercise of a related Stock Appreciation Right.

    


    (5) The
fair market value of Stock on the date of exercise of a Stock Appreciation Right
shall be determined as of such exercise date in the same manner as the fair
market value of Stock on the date of grant of an Option is determined pursuant
to paragraph (b) of this Article 5.

    


    (6) If
any fractional share of Stock would otherwise be payable to a Participant upon
the exercise of a Stock Appreciation Right, the Participant shall be paid a cash
amount equal to the same fraction of the fair market value (determined as
described above) of the Stock on the date of exercise.

    


    (d) Stock Option Agreement. Each
Option and related Stock Appreciation Right shall be evidenced by a Stock Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve. Each
Stock Option Agreement shall provide that the Participant shall agree to remain
in the employ of the Company for such period from the date of grant of such
Option or combination of Options or related Stock Appreciation Rights as shall
be provided in the Stock Option Agreement; provided, however, that the Company's
right to terminate the employment of the Participant at any time, with or
without cause, shall not be restricted by such agreement.

    


    (e) Terms of Options and Stock
Appreciation Rights. Each Option and related Stock Appreciation Right
granted under the Plan shall be exercisable on such date or dates, during such
period, for such number of shares and subject to such further conditions as
shall be determined pursuant to the provisions of the Stock Option Agreement
with respect to such Option and related Stock Appreciation Right; provided,
however, that a Stock Appreciation Right shall not be exercisable prior to or
later than the time the related Option could be exercised; and provided,
further, that in any event no Option or related Stock Appreciation Right shall
be exercised beyond ten years from the date of grant of the Option.

    


    (f) Effect of Termination of Employment
or Death. (1) Except as provided in paragraphs (f)(2) and (3) of this
Article 5, if, prior to the date that any Option or Stock Appreciation Right
shall first have become exercisable, the Participant's employment with the
Company shall be terminated by the Company, with or without cause, or by the
act, death, incapacity or retirement of the Participant, the Participant's right
to exercise such Option or Stock Appreciation Right shall terminate on the date
of such termination of employment and all rights thereunder shall
cease.

    


    (2)
Notwithstanding the provisions of paragraph (f)(l) of this Article 5, if the
Participant's employment with the Company shall be terminated by reason of
retirement, release because of disability or death, and the Participant had
remained in the employ of the Company for at least six months following the date
of any Stock Option Agreement under the Plan between such Participant and the
Company, and subject to the provisions of Article 8, all such Participant's
rights under such Stock Option Agreement shall continue in effect or continue to
accrue for the period ending on the date ten years from the date of grant of any
Option (or such shorter period as the Committee may specify), subject, in the
event of the Participant's death prior to such date, to the provisions of
paragraph (f)(6) of this Article 5 and subject to any other limitation on the
exercise of such rights in effect at the date of exercise.

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    (3)
Notwithstanding any other provision of the Plan to the contrary, if a
Participant's employment with the Company shall be terminated at any time by
reason of a sale or other disposition (including, without limitation, a transfer
to a Joint Venture) of the division, operation or subsidiary in which such
Participant was employed or to which such Participant was assigned, all such
Participant's rights under any Option and any related Stock Appreciation Right
granted to him or her shall continue in effect and continue to accrue until the
date five years after the date of such termination or such earlier or later date
as the Committee may specify (but not later than the date ten years from the
date of grant of any Option), provided such Participant shall satisfy both of
the following conditions:

    


    (a) such
Participant, at the date of such termination, had remained in the employ of the
Company for at least three months following the grant of such Option and Stock
Appreciation Right, and

    


    (b) such
Participant continues to be or becomes employed in such division, operation or
subsidiary following such sale or other disposition and remains in such employ
until the date of exercise of such Option or Stock Appreciation Right (unless
the Committee, or any committee appointed by it for the purpose, shall waive
this condition (b)).

    


    Upon
termination of such Participant's employment with such (former) division,
operation or subsidiary following such sale or other disposition, any then
existing right of such Participant to exercise any such Option or Stock
Appreciation Right shall be subject to the following limitations: (i) if such
Participant's employment is terminated by reason of disability, death or
retirement with the approval of his or her employer, such Participant's rights
shall continue as provided in the preceding sentence with the same effect as if
his or her employment had not terminated; (ii) if such Participant's employment
is terminated by reason of discharge or voluntary quit, such Participant's
rights shall terminate on the date of such termination of employment and all
rights under such Option and Stock Appreciation Right shall cease; and (iii) if
such Participant's employment is terminated for any reason other than a reason
set forth in the preceding clauses (i) and (ii), such Participant shall have the
right, within three months after such termination, to exercise such Option or
Stock Appreciation Right to the extent that it or any installment thereof shall
have accrued at the date of such termination and shall not have been exercised,
subject in the case of any such termination to the provisions of Article 8 and
any other limitation on the exercise of such Option and Stock Appreciation Right
in effect at the date of exercise.

    


    (4) If,
on or after the date that any Option or Stock Appreciation Right shall first
have become exercisable, a Participant's employment with the Company shall be
terminated for any reason except retirement, release because of disability,
death, release because of a sale or other disposition of the division, operation
or subsidiary in which such Participant was employed or to which such
Participant was assigned, discharge, release in the best interest of the Company
or voluntary quit, such Participant shall have the right, within three months
after such termination, to exercise such Option or Stock Appreciation Right to
the extent that it or any installment thereof shall have accrued at the date of
such termination of employment and shall not have been exercised, subject to the
provisions of Article 8 and any other limitation on the exercise of such Option
or Stock Appreciation Right in effect at the date of exercise.

    


    (5) If a
Participant's employment with the Company shall be terminated at any time by
reason of discharge, release in the best interest of the Company or voluntary
quit, the Participant's right to exercise such Option or Stock Appreciation
Right shall terminate on the date of such termination of employment and all
rights thereunder shall cease.

    


    (6) If a
Participant shall die within the applicable period specified in paragraph
(f)(2), (3), or (4) of this Article 5, the beneficiary designated pursuant to
Article 10 or, if no such designation is in effect, the executor or
administrator of the estate of the decedent or the person or persons to whom the
Option or Stock Appreciation Right shall have been validly transferred by the
executor or administrator pursuant to will or the laws of descent and
distribution shall have the right, within the same period of time as the period
during which the Participant would have been entitled to exercise such Option or
Stock Appreciation Right (except that (a) in the case of a Participant to whom
paragraph (f)(4) of this Article 5 applies, such Participant's Option or Stock
Appreciation Right may be exercised only to the extent that it or any
installment thereof shall have accrued at the date of death and shall not have
been exercised; and (b) the period of time within which any Option or Stock
Appreciation Right shall be exercisable following the date of the Participant's
death shall not be less than one year (unless the Option by its terms expires
earlier)), subject to the provision that no Option or related Stock Appreciation
Right shall be exercised under any circumstances beyond ten years from the date
of grant of such Option, and to any other limitation on the exercise of such
Option or Stock Appreciation Right in effect at the date of exercise. No
transfer of an Option or Stock Appreciation Right by the Participant, other than
by filing a written designation of beneficiary pursuant to Article 10, shall be
effective to bind the Company unless the Company shall have been furnished with
written notice of such transfer and a copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of the
transfer. No transfer shall be effective without the acceptance by the
designated beneficiary or other transferee of the terms and conditions of such
Option or Stock Appreciation Right.

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    (7)
Notwithstanding anything contained in the Plan to the contrary, for any Options
granted under the Plan to Participants whose employment with the Company
terminates by reason of a sale or other disposition (including, without
limitation, a transfer to a Joint Venture) of the division, operation or
subsidiary in which such Participant was employed or to which such Participant
was assigned, effective as of the date of such termination of employment, all
such Participant's rights under such Options shall become immediately vested and
continue for the period specified in paragraph (f)(3) of this Article 5, subject
to the conditions specified therein and in Article 8.

    


    (g) Payment for Option Shares.
(1) Payment for shares of Stock purchased upon exercise of an Option
granted hereunder shall be made, either in full or, if the Committee shall so
determine and at the election of the Participant, in installments, in such
manner as provided in the applicable Stock Option Agreement.

    


    (2)
Unless the Committee shall provide otherwise in any form of Stock Option
Agreement, any payment for shares of Stock purchased upon exercise of an Option
granted hereunder may be made in cash, by delivery of shares of Stock
beneficially owned by the Participant or by a combination of cash and Stock, at
the election of the Participant; provided, however, that any shares of Stock so
delivered shall have been beneficially owned by the Participant for a period of
not less than six months prior to the date of exercise. Any such shares of Stock
so delivered shall be valued at their fair market value on the date of such
exercise, which shall be determined as of such date in the same manner as the
fair market value of Stock on the date of grant of an Option is determined
pursuant to paragraph (b) of this Article 5. The Committee shall determine
whether and if so the extent to which actual delivery of share certificates to
the Company shall be required.

    


    Stock
and Other Stock-Based

    and
Combination Awards

    


    6.(a) (1)
Grants of Other Stock-Based
Awards. The Committee, at any time and from time to time while the Plan
is in effect, may grant to such officers and other salaried employees of the
Company, whether or not members of the Board of Directors, as it may select,
Plan Awards pursuant to which Stock is or may in the future be acquired, or Plan
Awards valued or determined in whole or part by reference to, or otherwise based
on, Stock (including but not limited to Plan Awards denominated in the form of
"stock units", grants of so-called "phantom stock" and options containing terms
or provisions differing in whole or in part from Options granted pursuant to
Article 5) (such Plan Awards being hereinafter called "Other Stock-Based
Awards"). Other Stock-Based Awards may be granted either alone, in addition to,
in tandem with or as an alternative to any other kind of Plan Award, grant or
benefit granted under the Plan or under any other employee plan of the Company,
including a plan of any acquired entity.

    


    (2) In
addition, the Committee may authorize a committee, whose membership shall be
consistent with Delaware law to determine the amount and date of individual
Other Stock-Based Awards for key employees selected by such committee who are
not officers or directors of the Company, subject to this Article 6 and Article
3, to a maximum number of shares of Stock, and to such other limitations, terms,
and conditions of such Awards as shall be determined by the
Committee.

    


    (b) Terms and Conditions. Subject
to the provisions of the Plan, the Committee shall have authority to determine
the time or times at which Other Stock-Based Awards shall be made, the number of
shares of Stock or stock units and the like to be granted or covered pursuant to
such Plan Awards (subject to the provisions of Article 3) and all other terms
and conditions of such Plan Awards, including, but not limited to, whether such
Plan Awards shall be payable or paid in cash, Stock or otherwise.

    


    (c) Consideration for Other Stock-Based
Awards. In the discretion of the Committee, any Other-Stock Based Award
may be granted as a Stock bonus for no consideration other than services
rendered; provided, however, that in the event an Other Stock-Based Award shall
be granted to a Participant who is a Section 16 Person under which shares of
Stock are or may in the future be issued for any other type of consideration,
the amount of such consideration shall either be (i) equal to the amount (such
as the par value of such shares) required to be received by the Company in order
to assure compliance with applicable state law or (ii) equal to or greater than
50% of the fair market value of such shares (as determined in accordance with
paragraph (b) of Article 5) on the date of grant of such Other Stock-Based
Award.

    


    (d) Salaried
Employee.  Notwithstanding anything contained in the Plan to
the contrary, the term "salaried employee", for purposes of this Article 6,
shall be deemed to include any salaried employee of the Company or any other
person designated by the Committee for an award under this Article
6.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (e) Effect of Termination of Employment
or Death. Unless the Committee otherwise determines, the following
provisions shall apply to any Plan Award made pursuant to this Article
6:

    


    (1) If a
Participant's employment with the Company shall be terminated, prior to vesting,
or prior to issuance of shares if there is no vesting period, relating to any
Plan Award granted to such Participant, by reason of discharge, release in the
best interest of the Company, release under mutually satisfactory conditions,
termination under a voluntary or involuntary Company separation program or
career transition program, voluntary quit or retirement without the approval of
the Company, such Plan Award shall be forfeited and cancelled forthwith unless
the Committee shall grant an appropriate waiver. Any such waiver shall be
granted in accordance with the procedure specified in paragraph (b) of Article 8
(in which event the reference in such paragraph (b) to "the nonfulfillment of
such condition" shall be deemed to refer to such Participant's termination for
any of the reasons specified above).

    


    (2) If a
Participant's employment with the Company shall be terminated for any reason
other than a reason specified in paragraph (e)(l) of this Article 6, except
death, prior to or concurrently with the expiration of any performance period or
vesting period or prior to issuance of shares of Stock if there is no vesting
period relating to any Plan Award granted to such Participant, such Plan Award
will remain unaffected except to the extent that the Committee decides to
prorate a Final Award based on the number of full months that the Participant
was employed during the performance period or vesting period.

    


    (3) If a
Participant's employment with the Company shall be terminated at any time by
reason of a sale or other disposition (including, without limitation, a transfer
to a Joint Venture) of the division, operation or subsidiary in which such
Participant was employed or to which such Participant was assigned, unless the
Committee shall specify otherwise, any unvested Plan Award shall be dealt with
as provided in paragraph (e)(2) of this Article 6, provided that such
termination occurs at least three months after the date of grant.

    


    (4) If a
Participant shall die while in the employ of the Company, any unvested Plan
Award then held by such Participant shall remain in effect, except to the extent
that the Committee decides to prorate any Plan Award based on the number of full
months that the Participant was employed during the vesting period. Such Plan
Award, and any shares of Stock awarded to the Participant but not yet issued,
and any such shares thereafter issuable with respect to such Plan Award, shall
be transferred or issued and delivered to the beneficiary designated pursuant to
Article 10 or, if no such designation is in effect, to the executor or
administrator of the estate of such Participant, free of all
restrictions.

    


    (5)
Subject to the provisions of Article 8, if a Participant shall die following
termination of employment, any unvested Plan Award then held by such Participant
shall remain in effect. Such Plan Award, and any shares of Stock awarded but not
yet issued to the Participant, and any such shares thereafter issuable with
respect to such Plan Award, shall be transferred or issued to the beneficiary
designated pursuant to Article 10 or, if no such designation is in effect, to
the executor or administrator of the estate of such Participant, free of all
restrictions.

    


    (6)
Except as otherwise provided in (e)(3) of this Article 6, notwithstanding any
other provision of the Plan to the contrary, if a Participant's employment with
the Company shall for any reason terminate prior to the date six months
following the date of grant of any unvested Plan Award, such Plan Award shall be
forfeited and cancelled forthwith unless the Committee shall determine
otherwise.

    


    (7)
Notwithstanding any provision of the Plan to the contrary, (i) the Committee may
at any time establish a restriction period applicable to a Plan Award, and such
restriction period shall remain in effect until such time (which may be later
than the date of the Participant's retirement or other termination of
employment) as the Committee may determine; and (ii) the Committee may determine
that no shares of Stock therefor shall be issued to any Participant until the
date of expiration of the applicable restriction period (or such earlier date as
the Committee may determine).

     

    Cash
Awards

    


    7.
Notwithstanding any other provision of the Plan to the contrary, the Committee
may determine to permit a Participant, other than a Section 16 Person, who is an
employee of a foreign subsidiary or a foreign branch of the Company or of a
foreign Joint Venture to receive cash in lieu of any Plan Award or shares of
Stock that would otherwise have been granted to or delivered to such Participant
under the Plan, in such amount as the Committee may determine in its sole
discretion. In addition, prior to payment of any Plan Award that is otherwise
payable in Stock, the Committee may determine to pay the Plan Award in whole or
in part in cash of equal value.  The value of such Plan Award on the
date of distribution shall be determined in the same manner as the fair market
value of Stock on the date of grant of an Option pursuant to paragraph (b) of
Article 5.

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Payment
of Plan Awards and Conditions Thereon

    


    8.(a)
Effect of Competitive
Activity. Anything contained in the Plan to the contrary notwithstanding,
if the employment of any Participant shall terminate, for any reason other than
death, while any Plan Award to such Participant is outstanding hereunder, and
such Participant has not yet received the Stock covered by such Plan Award or
otherwise received the full benefit of such Plan Award, such Participant, if
otherwise entitled thereto, shall receive such Stock or benefit only if, during
the entire period from the date of such Participant's termination to the date of
such receipt, such Participant shall have earned out such Plan Award by (i)
making himself or herself available, upon request, at reasonable times and upon
a reasonable basis, to consult with, supply information to and otherwise
cooperate with the Company or any subsidiary thereof with respect to any matter
that shall have been handled by him or her or under his or her supervision while
he or she was in the employ of the Company or of any subsidiary thereof, and
(ii) refraining from engaging in any activity that is directly or indirectly in
competition with any activity of the Company or any subsidiary
thereof.

    


    (b) Nonfulfillment of Competitive
Activity Conditions: Waivers Under the Plan. In the event of a
Participant's nonfulfillment of any condition set forth in paragraph (a) of this
Article 8 such Participant's rights under any Plan Award shall be forfeited and
cancelled forthwith; provided, however, that the nonfulfillment of such
condition may at any time (whether before, at the time of or subsequent to
termination of employment) be waived in the following manner:

    


    (i) with
respect to any such Participant who at any time shall have been a Section 16
Person, such waiver may be granted by the Committee upon its determination that
in its sole judgment there shall not have been and will not be any substantial
adverse effect upon the Company or any subsidiary thereof by reason of the
nonfulfillment of such condition; and

    


    (ii) with
respect to any other such Participant, such waiver may be granted by the
Committee (or any committee appointed by it for the purpose) upon its
determination that in its sole judgment there shall not have been and will not
be any such substantial adverse effect.

    


    (c) Effect of Inimical Conduct.
Anything contained in the Plan to the contrary notwithstanding, all
rights of a Participant under any Plan Award shall cease on and as of the date
on which it has been determined by the Committee that such Participant at any
time (whether before or subsequent to termination of such Participant's
employment) acted in a manner inimical to the best interests of the Company or
any subsidiary thereof.

    


    (d) Tax and Other Withholding.
Prior to any distribution of cash, Stock or Other Stock-Based Awards
(including payments under paragraph (d) of Article 4) to any Participant,
appropriate arrangements (consistent with the Plan and any rules adopted
hereunder) shall be made for the payment of any taxes and other amounts required
to be withheld by federal, state or local law.

    


    (e) Substitution. The Committee,
in its sole discretion, may substitute a Plan Award (except ISOs) for another
Plan Award or Plan Awards of the same or different type.

    


    Non-Transferability
of Plan Awards;

    Restrictions
on Disposition and Exercise of Plan Awards

    


    9.(a)
Restrictions on Transfer of
Rights or Final Awards. (i) No PB-RSU or (ii) until the expiration of the
applicable Restriction Period, no shares of Stock or Restricted Stock Units
covered by any Final Award determined under paragraph (c) of Article 4, shall be
transferred, pledged, assigned or otherwise disposed of by a Participant, except
as permitted by the Plan, without the consent of the Committee, otherwise than
by will or the laws of descent and distribution; provided, however, that the
Committee may permit, on such terms as it may deem appropriate, use of Stock
included in any Final Award as partial or full payment upon exercise of an
Option under the Plan or a stock option under any Stock Option Plan of the
Company prior to the expiration of the Restriction Period relating to such Final
Award.

    


    (b) Restrictions on Transfer of Options
or Stock Appreciation Rights. Unless the Committee determines otherwise,
no Option or related Stock Appreciation Right shall be transferable by a
Participant otherwise than by will or the laws of descent and distribution, and
during the lifetime of a Participant the Option or Stock Appreciation Right
shall be exercisable only by such Participant or such Participant's guardian or
legal representative.

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    (c) Restrictions on Transfer of Certain
Other Stock-Based Awards. Unless the Committee determines otherwise, no
Other-Stock Based Award which constitutes an option or similar right shall be
transferable by a Participant otherwise than by will or the laws of descent and
distribution, and during the lifetime of a Participant any such Other-Stock
Based Award shall be exercisable only by such Participant or such Participant's
guardian or legal representative.

    


    Designation
of Beneficiaries

    


    10.
Anything contained in the Plan to the contrary notwithstanding, a Participant
may file with the Company a written designation of a beneficiary or
beneficiaries under the Plan (subject to such limitations as to the classes and
number of beneficiaries and contingent beneficiaries and such other limitations
as the Committee from time to time may prescribe), subject to the provisions of
paragraph (e) of Article 4, paragraph (f) of Article 5, and paragraph (e) of
Article 6. A Participant shall be deemed to have designated as beneficiary or
beneficiaries under the Plan the person or persons who receive such
Participant's life insurance proceeds under the basic Company Life Insurance
Plan unless such Participant shall have assigned such life insurance or shall
have filed with the Company a written designation of a different beneficiary or
beneficiaries under the Plan. A Participant may from time to time revoke or
change any such designation of beneficiary. Any designation of beneficiary under
the Plan shall be controlling over any other disposition, testamentary or
otherwise; provided, however, that if the Committee shall be in doubt as to the
entitlement of any such beneficiary to any PB-RSU, Final Award, Option, Stock
Appreciation Right or Other Stock-Based Award, the Committee may determine to
recognize only the legal representative of such Participant, in which case the
Company, the Committee and the members thereof shall not be under any further
liability to anyone. In the event of the death of any Participant, the term
"Participant" as used in the Plan shall thereafter be deemed to refer to the
beneficiary designated pursuant to this Article 10 or, if no such designation is
in effect, the executor or administrator of the estate of such Participant,
unless the context otherwise requires.

    


    Merger,
Consolidation, Stock Dividends, Etc.

    


    11.(a)
Adjustments. In the
event of any merger, consolidation, reorganization, stock split, stock dividend
or other event affecting Stock, an appropriate adjustment shall be made in the
total number of shares available for Plan Awards and in all other provisions of
the Plan that include a reference to a number of shares, and in the numbers of
shares covered by, and other terms and provisions of, outstanding Plan
Awards.

    


    (b) Committee Determinations. The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined by the Committee in its sole discretion. Any such adjustment
may provide for the elimination of any fractional share which might otherwise
become subject to a Plan Award.

    


    Acceleration
of Payment, Modification of Plan Awards

    and
Fair Market Value of Plan Awards

    


    12. (a)
Acceleration of Payment,
Modification of Plan Awards. Notwithstanding any other provision of the
Plan, the Committee, in the event of the death of a Participant or in any other
circumstance, may accelerate distribution of any Plan Award in its entirety or
in a reduced amount, in cash or in Stock, or modify any Plan Award, in each case
on such basis and in such manner as the Committee may determine in its sole
discretion.

    


    (b) Fair Market Value of Plan
Awards. All Plan Awards shall be valued on the date of grant at the fair
market value of Stock determined pursuant to paragraph (b) of Article
5.

    


    Rights
as a Stockholder

    


    13. A
Participant shall not have any rights as a stockholder with respect to any share
covered by any Plan Award until such Participant shall have become the holder of
record of such share.

    


    Term,
Amendment, Modification,

    Termination
of the Plan, and Code Section 409A

    


    14.(a)
Term. The Plan shall
terminate on May 1, 2018, except with respect to Plan Awards then
outstanding.

    


    (b) Amendment, Modification and
Termination. The Board of Directors, upon recommendation of the
Committee, at any time may amend, modify or terminate the Plan, and the
Committee at any time may amend or modify the Plan; provided, however, that no
such action of
the Board of Directors or the Committee, without approval of the stockholders,
may (a) increase the total number of shares of Stock with respect to which Plan
Awards may be granted under the Plan, (b) extend the term of the Plan as set
forth in paragraph (a) of this Article 14 or (c) permit any person while a
member of the Committee or any committee of the Board of Directors administering
the Plan to be eligible to receive or hold a Plan Award; provided, however, that
neither the Board of Directors nor the Committee may amend or modify the Plan so
as to increase the maximum number of shares determinable pursuant to the last
sentence of paragraph (a) of Article 3.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (c) Code Section 409A. The Plan
and all Plan Awards are designed and intended to meet the requirements of
Section 1.409A-1(b)(5) of the U.S. Treasury Department Regulations so that no
Plan Award is determined to provide or is treated as providing for the deferral
of compensation under Code Section 409A such that the Plan Award becomes subject
to the general provisions of Code Section 409A, or the regulations issued
thereunder.  To the extent any Plan Award ultimately is determined or
treated as providing for the deferral of compensation under Code Section 409A,
the Company reserves the right to take such action, on a uniform basis, as the
Company deems necessary or desirable to ensure compliance with Code Section
409A, and the regulations thereunder, or to achieve the goals of the Plan
without having adverse tax consequences under the Plan for any employee or
beneficiary.

    


    Indemnification
and Exculpation

    


    15.(a)
Indemnification. Each
person who is or shall have been a member of the Board of Directors or of the
Committee or of any committee of the Board of Directors administering the Plan
or of any committee appointed by the foregoing committees shall be indemnified
and held harmless by the Company against and from any and all loss, cost,
liability or expense that may be imposed upon or reasonably incurred by such
person in connection with or resulting from any claim, action, suit or
proceeding to which such person may be or become a party or in which such person
may be or become involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by such person in
settlement thereof (with the Company's written approval) or paid by such person
in satisfaction of a judgment in any such action, suit or proceeding, except a
judgment in favor of the Company based upon a finding of such person's lack of
good faith; subject, however, to the condition that, upon the institution of any
claim, action, suit or proceeding against such person, such person shall in
writing give the Company an opportunity, at its own expense, to handle and
defend the same before such person undertakes to handle and defend it on such
person's behalf. The foregoing right of indemnification shall not be exclusive
of any other right to which such person may be entitled as a matter of law or
otherwise, or any power that the Company may have to indemnify or hold such
person harmless.

    


    (b) Exculpation. Each member of
the Board of Directors or of the Committee or of any committee of the Board of
Directors administering the Plan or any committee appointed by the foregoing
committees, and each officer and employee of the Company, shall be fully
justified in relying or acting in good faith upon any information furnished in
connection with the administration of the Plan by any appropriate person or
persons other than such person. In no event shall any person who is or shall
have been a member of the Board of Directors or of the Committee or of any
committee of the Board of Directors administering the Plan or of any committee
appointed by the foregoing committees, or an officer or employee of the Company,
be held liable for any determination made or other action taken or any omission
to act in reliance upon any such information, or for any action (including the
furnishing of information) taken or any failure to act, if in good
faith.

    


    Expenses
of Plan

    


    16. The
entire expense of offering and administering the Plan shall be borne by the
Company and its participating subsidiaries.

    


    Finality
of Determinations

    


    17. Each
determination, interpretation, or other action made or taken pursuant to the
provisions of the Plan by the Board of Directors or the Committee or any
committee of the Board of Directors administering the Plan or any committee
appointed by the foregoing committees shall be final and shall be binding and
conclusive for all purposes and upon all persons, including, but without
limitation thereto, the Company, the stockholders, the Committee and each of the
members thereof, and the directors, officers, and employees of the Company and
its subsidiaries, the Participants, and their respective successors in
interest.