ex10-1.htm


    


       

        
          

        

      

      


      


      


      


      


      


      


      


      


      


      


      DAIS-ANALYTIC
CORPORATION

      


      


      
        
          

        



      


      2000 Incentive
Compensation Plan

       

      (Amended and
Restated on April 6, 2001 and on February 5, 2003 to be effective as of June 2,
2000)

      


      


      
        
          

        



      





       

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          	 
      	 
      	
                  TABLE OF
      CONTENTS

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  Page

                
	
                  1

                	
                  Purpose

                	 
      	
                  3

                
	 
      	 
      	 
      	 
      
	
                  2

                	
                  Definitions

                	 
      	
                  3

                
	 
      	 
      	 
      	 
      
	
                  3

                	
                  Administration

                	
                  6

                
	 
      	
                  (a)

                	
                  Authority
      of the Committee

                	
                  6

                
	 
      	
                  (b)

                	
                  Manner
      of Exercise of Committee Authority

                	
                  6

                
	 
      	
                  (c)

                	
                  Limitation
      of Liability

                	
                  6

                
	 
      	 
      	 
      	 
      
	
                  4

                	
                  Stock Subject to
      Plan

                	
                  7

                
	 
      	
                  (a)

                	
                  Overall
      Number of Shares Available for Delivery

                	
                  7

                
	 
      	
                  (b)

                	
                  Application
      of Limitation to Grants of Awards

                	
                  7

                
	 
      	
                  (c)

                	
                  Availability
      of Shares Not Delivered under Awards

                	
                  7

                
	 
      	 
      	 
      	 
      
	
                  5

                	
                  Eligibility;
      Per-Person Award Limitations

                	
                  7

                
	 
      	 
      	 
      	 
      
	
                  6

                	
                  Specific Terms of
      Awards

                	
                  8

                
	 
      	
                  (a)

                	
                  General

                	
                  8

                
	 
      	
                  (b)

                	
                  Options

                	
                  8

                
	 
      	
                  (c)

                	
                  Stock
      Appreciation Rights

                	
                  9

                
	 
      	
                  (d)

                	
                  Restricted
      Stock

                	
                  9

                
	 
      	
                  (e)

                	
                  RSUs

                	
                  10

                
	 
      	
                  (f)

                	
                  Bonus
      Stock and Awards in Lieu of Obligations

                	
                  11

                
	 
      	
                  (g)

                	
                  Dividend
      Equivalents

                	
                  11

                
	 
      	
                  (h)

                	
                  Other
      Stock-Based Awards

                	
                  11

                
	 
      	 
      	 
      	 
      
	
                  7

                	
                  Certain Provisions
      Applicable to Awards

                	
                  12

                
	 
      	
                  (a)

                	
                  Stand-Alone,
      Additional, Tandem, and Substitute Awards

                	
                  12

                
	 
      	
                  (b)

                	
                  Term
      of Awards

                	
                  12

                
	 
      	
                  (c)

                	
                  Form
      and Timing of Payment under Awards; Deferrals

                	
                  12

                
	 
      	
                  (d)

                	
                  Exemptions
      from Section 16(b) Liability

                	
                  13

                
	 
      	 
      	 
      	 
      
	
                  8

                	
                  Performance Awards and
      Annual Incentive Awards

                	
                  13

                
	 
      	
                  (a)

                	
                  Authorization

                	
                  13

                
	 
      	
                  (b)

                	
                  Performance
      Awards Granted to Designated Covered Employees

                	
                  13

                
	 
      	
                  (c)

                	
                  Annual
      Incentive Awards Granted to Designated Covered Employees

                	
                  15

                
	 
      	
                  (d)

                	
                  Written
      Determinations

                	
                  16

                
	 
      	
                  (e)

                	
                  Status
      of Section 8(b) and Section 8(c) Awards under Code Section
      162(m)

                	
                  16

                
	 
      	 
      	 
      	 
      


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	 
      	 
      	 
      
	
                  9

                	
                  Change in
      Control

                	
                  16

                
	 
      	 
      	 
      	 
      
	 
      	
                  (a)

                	
                  Effect
      of Change in Control

                	
                  16

                
	 
      	
                  (b)

                	
                  Definition
      of Change in Control

                	
                  17

                
	 
      	
                  (c)

                	
                  Definition
      of Change in Control Price

                	
                  18

                
	 
      	 
      	 
      	 
      
	
                  10

                	
                  General
      Provisions

                	
                  18

                
	 
      	
                  (a)

                	
                  Compliance
      with Legal and Other Requirements

                	
                  18

                
	 
      	
                  (b)

                	
                  Limits
      on Transferability; Beneficiaries

                	
                  19

                
	 
      	
                  (c)

                	
                  Adjustments

                	
                  19

                
	 
      	
                  (d)

                	
                  Taxes

                	
                  19

                
	 
      	
                  (e)

                	
                  Changes
      to the Plan and Awards

                	
                  20

                
	 
      	
                  (f)

                	
                  Limitation
      on Rights Conferred under Plan

                	
                  20

                
	 
      	
                  (g)

                	
                  Unfunded
      Status of Awards, Creation of Trusts

                	
                  20

                
	 
      	
                  (h)

                	
                  Nonexclusivity
      of the Plan

                	
                  21

                
	 
      	
                  (i)

                	
                  Payments
      in the Event of Forfeitures; Fractional Shares

                	
                  21

                
	 
      	
                  (j)

                	
                  Governing
      Law

                	
                  21

                
	 
      	
                  (k)

                	
                  Plan
      Effective Date and Shareholder Approval

                	
                  21

                


        




      
        
           


        

        
           


          
            

          

        

        
           


        

      




      DAIS-ANALYTIC
CORPORATION

       

      2000 Incentive
Compensation Plan

      


      


      1.           Purpose.  The
purpose of this 2000 Incentive Compensation Plan (the "Plan") is to assist
Dais-Analytic Corporation, a New York corporation (the "Corporation"), and its
subsidiaries in attracting, retaining, and rewarding high-quality executives,
employees, directors and other persons who provide services to the Corporation
and/or its subsidiaries, enabling such persons to acquire or increase a
proprietary interest in the Corporation to strengthen the mutuality of interests
between such persons and the Corporation's shareholders, and providing such
persons with annual and long-term performance incentives to expend their maximum
efforts in the creation of shareholder value. The Plan is also intended to
qualify certain compensation awarded under the Plan for tax deductibility under
Code Section 162(m) (as hereafter defined) to the extent deemed appropriate by
the Committee (or any successor committee) of the Board of Directors of the
Corporation.

      


      2.           Definitions.  For
purposes of the Plan, the following terms shall be defined as set forth below,
in addition to such terms defined in Section 1 hereof:

      


      (a)           "Annual
Incentive Award" means a conditional right granted to a Participant under
Section 8(c) hereof to receive a cash payment, Stock or other Award, unless
otherwise determined by the Committee, after the end of a specified fiscal
year.

      


      (b)           "Award"
means any Option, SAR (including Limited SAR), Restricted Stock, RSU, Stock
granted as a bonus or in lieu of another award, Dividend Equivalent, Other
Stock-Based Award, Performance Award or Annual Incentive Award, together with
any other right or interest granted to a Participant under the
Plan.

      


      (c)           "Beneficiary"
means the person, persons, trust or trusts which have been designated by a
Participant in his or her most recent written beneficiary designation filed with
the Committee to receive the benefits specified under the Plan upon such
Participant's death or to which Awards or other rights are transferred if and to
the extent permitted under Section 10 (b) hereof. If, upon a Participant's
death, there is no designated Beneficiary or surviving designated Beneficiary,
then the term Beneficiary means person, persons, trust or trusts entitled by
will or the laws of descent and distribution to receive such
benefits.

      


      (d)           "Beneficial
Owner" shall have the meaning ascribed to such term in Rule 13d-3 under the
Exchange Act and any successor to such Rule.

      


      (e)           "Board"
means the Corporation's Board of Directors.

      


      (f)           
"Change in Control" means Change in Control as defined with related terms in
Section 9 of the Plan.


      
        
           


        

        
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      (g)           "Change
In Control Price" means the amount calculated in accordance with Section 9(c) of
the Plan.

      


      (h)           "Code"
means the Internal Revenue Code of 1986, as amended from time to time, including
regulations thereunder and successor provisions and regulations
thereto.

      


      (i)           
"Committee" means a committee of two or more directors designated by the Board
to administer the Plan; provided, however, that, unless otherwise determined by
the Board, the Committee shall consist solely of two or more directors, each of
whom shall be (i) a "non­ employee director" within the meaning of Rule
16b-3 under the Exchange Act, unless administration of the Plan by "non-employee
directors" is not then required in order for exemptions under Rule 16b-3 to
apply to transactions under the Plan, and (ii) an "outside director" as defined
under Code Section 162(m), unless administration of the Plan by "outside
directors" is not then required to qualify for tax deductibility under Code
Section 162(m).

      


      (j)          
 "Covered Employee" means an Eligible Person who is a Covered Employee as
specified in Section 8(e) of the Plan.

      


      (k)           "Dividend
Equivalent" means a right granted to a Participant under Section 6(g), to
receive cash, Stock, other Awards or other property equal in value to dividends
paid with respect to a specified number of shares of Stock, or other periodic
payments.

      


      (l)         
  "Effective Date" means June 2, 2000.

      


      (m)          "Eligible
Person" means each Executive Officer and other officers and employees of the
Corporation or of any subsidiary, and other persons who provide services to the
Corporation
or any of its subsidiaries, including directors of the Corporation. An employee
on leave of absence may be considered as still in the employ of the Corporation
or a subsidiary for purposes of eligibility for participation in the
Plan.

      


      (n)           "Exchange
Act" means the Securities Exchange Act of 1934, as amended from time to time,
including rules thereunder and successor provisions and rules
thereto.

      


      (o)           "Executive
Officer" means an executive officer of the Corporation as defined under the
Exchange Act.

      


      (p)           "Fair
Market Value" means the fair market value of Stock, Awards or other property as
determined by the Committee or under procedures established by the
Committee.

      


      (q)           "Incentive
Stock Option" or "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Code Section 422 or any successor
provision thereto.


      
        
           


        

        
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      (r)           "Limited
SAR" means a right granted to a Participant under Section 6(c)(ii)
hereof.

      


      (s)           "Option"
means a right, granted to a Participant under Section 6(b) hereof, to purchase
Stock or other Awards at a specified price during specified time
periods.

      


      (t)         
  "Other Stock-Based Awards" means Awards granted to a Participant
under Section 6(h) hereof.

      


      (u)           "Participant"
means a person who has been granted an Award under the Plan which remains
outstanding, including a person who is no longer an Eligible
Person.

      


      (v)           "Performance
Award" means a right, granted to a Participant under Section 8 hereof, to
receive Awards based upon performance criteria specified by the
Committee.

      


      (w)          "Person"
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
Act and used in Sections 13(d) and 14(d) thereof, and shall include a "group" as
defined in Section 13(d) thereof.

      


      (x)           "Qualified
Member" means a member of the Committee who is a "non-employee director" within
the meaning of Rule 16b-3(b)(3) and an "outside director" within the meaning of
Regulation 1.162-27 under Code Section 162(m).

      


      (y)           "Restricted
Stock" means Stock granted to a Participant under Section 6(d) hereof,
that is subject to certain restrictions and to a risk of
forfeiture.

      


      (z)           "Restricted
Stock Unit or "RSU" means a right, granted to a Participant under Section 6(e)
hereof, to receive Stock, cash or a combination thereof at the end of a
specified deferral period.

      


      (aa)         "Rule
16b-3” means Rule 16b-3, as from time to time in effect and applicable to the
Plan and Participants, promulgated by the Securities and Exchange Commission
under Section 16 of the Exchange Act.

      


      (bb)        "Stock"
means the Corporation's Common Stock, $0.01 par value per share, and such other
securities as may be substituted (or resubstituted) for Stock pursuant to
Section 10(c) hereof.

      


      (cc)         "Stock
Appreciation Rights" or "SAR" means a right granted to a Participant under
Section 6(c)(i) hereof.


      
        
           


        

        
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      3.           Administration.

      


      (a)           Authority of the Committee.
The Plan shall be administered by the Committee except to the extent the
Board elects to administer the Plan, in which case references herein to the
"Committee" shall be deemed to include references to the "Board".  The
Committee shall have full and final authority, in each case subject to and
consistent with the provisions of the Plan, to select Eligible Persons to become
Participants, grant Awards, determine the type, number and other terms and
conditions of, and all other matters relating to, Awards, prescribe Award
agreements (which need not be identical for each Participant) and rules and
regulations for the administration of the Plan, construe and interpret the Plan
and Award agreements and correct defects, supply omissions or reconcile
inconsistencies therein, and to make all other decisions and determinations as
the Committee may deem necessary or advisable for the administration of the
Plan.

      


      (b)           Manner of Exercise of Committee
Authority.  At any time that a member of the Committee is not a
Qualified Member, any action of the Committee relating to an Award granted or to
be granted to a Participant who is then subject to Section 16 of the Exchange
Act in respect of the Corporation, or relating to an Award intended by the
Committee to qualify as "performance-based compensation" within the meaning of
Code Section 162(m) and regulations thereunder, may be taken either (i) by a
subcommittee, designated by the Committee, composed solely of two or more
Qualified Members, or (ii) by the Committee but with each such member who is not
a Qualified Member abstaining or recusing himself or herself from such action;
provided, however, that, upon such abstention or recusal, the Committee remains
composed solely of two or more Qualified Members. Such action, authorized by
such a subcommittee or by the Committee upon the abstention or recusal of such
non-Qualified Member(s), shall be the action of the Committee for purposes of
the Plan. Any action of the Committee shall be final, conclusive and binding on
all persons, including the Corporation, its subsidiaries, Participants,
Beneficiaries, transferees under Section 10(b) hereof or other persons claiming
rights from or through a Participant, and shareholders. The express grant of any
specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the
Committee.  The Committee may delegate to officers or managers of the
Corporation or any subsidiary, or committees thereof, the authority, subject to
such terms as the Committee shall determine, to perform such functions,
including administrative functions, as the Committee may determine, to the
extent that such delegation will not result in the loss of an exemption under
Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the
Exchange Act in respect of the Corporation and will not cause Awards intended to
qualify as "performance-based compensation" under Code Section 162(m) to fail to
so qualify. The Committee may appoint agents to assist it in administering the
Plan. With respect to any Awards to any person who is a director of the
Corporation, the Award must be approved by a majority of the disinterested
members of the Committee.

      


      (c)           Limitation of
Liability.  The Committee and each member thereof shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him or her by any executive officer, other officer or employee of
the Corporation or a subsidiary, the Corporation's
independent auditors, consultants or any other agents assisting in the
administration of the Plan. Members of the Committee and any officer or employee
of the Corporation or a subsidiary acting at the direction or on behalf of the
Committee shall not be personally liable for any action or determination taken
or made in good faith with respect to the Plan, and shall, to the extent
permitted by law, be fully indemnified and protected by the Corporation with
respect to any such action or determination.


      
        
           


        

        
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      4.           Stock Subject to
Plan.

      


      (a)           Overall Number of Shares Available
for Delivery.  Subject to adjustment as provided in Section
10(c) hereof, the total number of shares of Stock reserved and available for
delivery in connection with Awards under the Plan shall be 2,350,000 plus any
authorized shares not issued or subject to outstanding grants under any other
plan of the Corporation as of the Effective Date and any shares issued under any
such other plan that are forfeited or repurchased by the Corporation or that are
issuable upon exercise of options granted pursuant to such other plans that
expire or become unexercisable for any reason without having been exercised in
full, which shares will no longer be available for grant and issuance under such
other plans, but will be  available for grant and issuance under this
Plan. Any shares of Stock delivered under the Plan shall consist of authorized
and unissued shares or treasury shares.

      


      (b)           Application of Limitation to Grants
of Awards.  No Award may be granted if the number of shares of
Stock to be delivered in connection with such Award or, in the case of an Award
relating to shares of Stock that may be settled only in cash (such as cash-only
SARs), the number of shares to which such Award relates, exceeds the number of
shares of Stock remaining available under the Plan minus the number of shares of
Stock issuable in settlement of or relating to then outstanding Awards. The
Committee may adopt reasonable counting procedures to ensure appropriate
counting, avoid double counting (as, for example, in the case of tandem or
substitute awards) and make adjustments if the number of shares of Stock
actually delivered differs from the number of shares previously counted in
connection with an Award.

      


      (c)            Availability of Shares Not
Delivered under Awards.  Shares of Stock subject to an Award
under the Plan that are canceled, expired, forfeited, settled in cash or
otherwise terminated without a delivery of shares to the Participant, including
(i) the number of shares withheld in payment of any exercise or purchase price
of an Award or taxes relating to Awards, and (ii) the number of shares
surrendered in payment of any exercise or purchase price of an Award or taxes
relating to any Award, will again be available for Awards under the Plan, except
that if any such shares could not again be available for Awards to a particular
Participant under any applicable law or regulation, such shares shall be
available exclusively for Awards to Participants who are not subject to such
limitation.

      


      5.           Eligibility; Per-Person
Award Limitations.  Awards may be granted under the Plan only
to Eligible Persons. In each fiscal year during any part of which the Plan is in
effect an Eligible Person may not be granted Awards under each of Sections 6(b),
6(c), 6(d), 6(e), 6(f), 6(g), 6(h), 8(b) and 8(c) relating to more than
1,000,000 shares of Stock (subject in each case to adjustment as provided in
Section 10(c)). In addition, the maximum cash amount that may be earned
under the Plan as a final Annual Incentive Award or other cash annual Award in
respect of any fiscal year by any one Participant shall not exceed an amount
recommended by the Compensation Committee, and the maximum cash amount that may
be earned under the Plan as a final Performance Award or other cash Award in
respect of a performance period other than an annual period by any one
Participant on an annualized basis shall not exceed an amount recommended by the
Compensation Committee.

        


      


      
        
           


        

        
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      6.           Specific Terms of
Awards.

      


      (a)           General.  Awards
may be granted on the terms and conditions set forth in this Section 6. In
addition, the Committee may impose on any Award or the exercise thereof, at the
date of grant or thereafter (subject to Section 10(e)), such additional terms
and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine, including terms requiring forfeiture of Awards in the
event of termination of employment by the Participant and terms permitting a
Participant to make elections relating to his or her Award. The Committee shall
retain full power and discretion to accelerate, waive or modify, at any time,
any term or condition of an Award that is not mandatory under the Plan;
provided, however, that the Committee shall not have any discretion to
accelerate, waive or modify any term or condition of an Award that is intended
to qualify as "performance-based compensation" for purposes of Code Section
162(m) if such discretion would cause the Award not to so qualify. Except in
cases in which the Committee is authorized to require other forms of
consideration under the Plan, or to the extent other forms of consideration must
by paid to satisfy the requirements of state law, no consideration other than
services may be required for the grant (but not the exercise) of any
Award.

      


      (b)           Options.  The
Committee is authorized to grant Options to Participants on the

      following
terms and conditions:

      


      (i)           Exercise
Price.  The exercise price per share of Stock purchasable under
an Option shall be determined by the Committee, provided that the exercise price
of an ISO shall be not less than the Fair Market Value of a share of Stock on
the date of grant of such Option except as provided under Section 7(a)
hereof.

      


      (ii)          Time and Method of
Exercise.  The Committee shall determine the time or times at
which or the circumstances under which an Option may be exercised in whole or in
part (including based on achievement of performance goals and/or future service
requirements), the methods by which such exercise price may be paid or deemed to
be paid, the form of such payment, including, without limitation, cash, Stock,
other Awards or awards granted under other plans of the Corporation or any
subsidiary, or other property (including notes or other contractual obligations
of Participants to make payment on a deferred basis), and the methods by or
forms in which Stock will be delivered or deemed to be delivered to
Participants. In no event may an Option remain exercisable more than ten years
following the date of grant (or such shorter term as may be required in respect
of an ISO under Code Section 422).


      
        
           


        

        
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      (iii)                      ISOs.  The terms of
any ISO granted under the Plan shall comply in all respects with the provisions
of Code Section 422. Anything in the Plan to the contrary notwithstanding, no
term of the Plan relating to ISOs (including any SAR in tandem therewith) shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify either the Plan or any
ISO under Code Section 422, unless the Participant has first requested the
change that will result in such disqualification.

      


      (c)           Stock Appreciation
Rights.  The Committee is authorized to grant SARs and Limited
SARs to Participants on the following terms and conditions:

      


      (i)           SAR.  A SAR shall
confer on the Participant to whom it is granted a right to receive, upon
exercise thereof, the excess of (A) the Fair Market Value of one share of Stock
on the date of exercise over (B) the grant price of the SAR as determined by the
Committee, provided that such grant price shall not be less than the Fair Market
Value of a share of Stock on the date of grant of such SAR except as provided
under Section 7(a) hereof.

      


      (ii)          Limited SAR.  A
Limited SAR shall confer on the Participant to whom it is granted a right to
receive, upon exercise thereof, upon a Change in Control, as defined in Section
9(b) hereof,  the excess of (A) the  Fair Market Value of
one share of Stock determined by reference to the Change in Control Price, as
defined under Section 9(c) hereof, on the date of exercise over (B) the grant
price of the SAR as determined by the Committee, provided that such grant price
shall not be less than the Fair Market Value of a share of Stock on the date of
grant of such Limited SAR except as provided under Section 7(a)
hereof.

      


      (iii)        Other Terms.  The
Committee shall determine at the date of grant or thereafter, the time or times
at which and the circumstances under which a SAR or Limited SAR may be exercised
in whole or in part (including based on achievement of performance goals and/or
future service requirements), the method of exercise, method of settlement, form
of consideration payable in settlement, method by or forms in which Stock will
be delivered or deemed to be delivered to Participants, whether or not a SAR or
Limited SAR shall be in tandem or in combination with any other Award, and any
other terms and conditions of any SAR or Limited SAR. SARs and Limited SARs may
be either freestanding or in tandem with other Awards.

      


      (d)           Restricted
Stock.  The Committee is authorized to grant Restricted Stock
to Participants on the following terms and conditions:

      


      (i)           Grant and
Restrictions.  Restricted Stock shall be subject to such
restrictions on transferability, risk of forfeiture and other restrictions, if
any, as the Committee may impose, which restrictions may lapse separately or in
combination at such times, under such circumstances (including based on
achievement of performance goals and/or future service requirements), in such
installments or otherwise, as the Committee may determine at the date of grant
or thereafter. Except to the extent restricted under the terms of the Plan and
any Award agreement
relating to the Restricted Stock, a Participant granted Restricted Stock shall
have all of the rights of a shareholder, including the right to vote the
Restricted Stock and the right to receive dividends thereon (subject to any
mandatory reinvestment or other requirement imposed by the Committee). During
the restricted period applicable to the Restricted Stock, subject to Section
10(b) below, the Restricted Stock may not be sold, transferred, pledged,
hypothecated, margined or otherwise encumbered by the
Participant.


      
        
           


        

        
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      (ii)          Forfeiture.  Except
as otherwise determined by the Committee, upon termination of employment during
the applicable restriction period, Restricted Stock that is at that time subject
to restrictions shall be forfeited and reacquired by the Corporation; provided
that the Committee may provide, by rule or regulation or in any Award agreement,
or may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Stock shall be waived in whole or in part in
the event of terminations resulting from specified causes, and the Committee may
in other cases waive in whole or in part the forfeiture of Restricted
Stock.

      


      (iii)        Certificates for
Stock.  Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Stock are registered in the name of the Participant, the
Committee may require that such certificates bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such
Restricted Stock, that the Corporation retain physical possession of the
certificates, and that the Participant deliver a stock power to the Corporation,
endorsed in blank, relating to the Restricted Stock.

      


      (iv)        Dividends and
Splits.  As a condition to the grant of an Award of Restricted
Stock, the Committee may require or permit a Participant to elect that any cash
dividends paid on a share of Restricted Stock be automatically reinvested in
additional shares of Restricted Stock or applied to the purchase of additional
Awards under the Plan. Unless otherwise determined by the Committee, Stock
distributed in connection with a Stock split or Stock dividend, and other
property distributed as a dividend, in respect of any Restricted Stock shall be
subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which such Stock or other property has been
distributed.

      


      (e)           RSUs.  The
Committee is authorized to grant RSUs to Participants, which are rights to
receive Stock, cash, or a combination thereof at the end of a specified deferral
period, subject to the following terms and conditions:

      


      (i)           Award and
Restrictions.  Satisfaction of an Award of RSUs shall occur
upon expiration of the deferral period specified for such RSUs by the Committee
(or, if permitted by the Committee, as elected by the Participant). In addition,
RSUs shall be subject to such restrictions (which may include a risk of
forfeiture) as the Committee may impose, if any, which restrictions may lapse at
the expiration of the deferral period or at earlier specified times (including
based on achievement of performance goals and/or future service requirements),
separately or in combination, in installments or otherwise, as the Committee may
determine. RSUs may be satisfied by delivery of Stock, cash equal to the Fair
Market Value of the specified number of
shares of Stock covered by the RSUs, or a combination thereof, as determined by
the Committee at the date of grant or thereafter.

        


      


      
        
           


        

        
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      (ii)         
Forfeiture.  Except
as otherwise determined by the Committee, upon termination of employment during
the applicable deferral period or portion thereof to which forfeiture conditions
apply (as provided in the Award agreement evidencing the RSUs), all RSUs that
are at that time subject to deferral (other than a deferral at the election of
the Participant) shall be forfeited; provided that the Committee may provide, by
rule or regulation or in any Award agreement, or may determine in any individual
case that restrictions or forfeiture conditions relating to RSUs shall be waived
in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part the
forfeiture of RSUs.

      


      (iii)         Dividend
Equivalents.  Unless otherwise determined by the Committee at
date of grant, Dividend Equivalents on the specified number of shares of Stock
covered by an Award of RSUs shall be either (A) paid with respect to such RSUs
at the dividend payment date in cash or in shares of unrestricted Stock having a
Fair Market Value equal to the amount of such dividends, or (B) deferred with
respect to such RSUs and the amount or value thereof automatically deemed
reinvested in additional RSUs, other Awards or other investment vehicles, as the
Committee shall determine or permit the Participant to elect.

      


      (f)           Bonus Stock and Awards in Lieu of
Obligations.  The Committee is authorized to grant Stock as a
bonus, or to grant Stock or other Awards in lieu of obligations to pay cash or
deliver other property under the Plan or under other plans or compensatory
arrangements, provided that, in the case of Participants subject to Section 16
of the Exchange Act, the amount of such grants remains within the discretion of
the Committee to the extent necessary to ensure that acquisitions of Stock or
other Awards are exempt from liability under Section 16(b) of the Exchange Act.
Stock or Awards granted hereunder shall be subject to such other terms as shall
be determined by the Committee.

      


      (g)           Dividend Equivalents. The
Committee is authorized to grant Dividend Equivalents to a Participant,
entitling the Participant to receive cash, Stock, other Awards, or other
property equal in value to dividends paid with respect to a specified number of
shares of Stock, or other periodic payments. Dividend Equivalents may be awarded
on a free-standing basis or in connection with another Award. The Committee may
provide that Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Stock, Awards, or other
investment vehicles, and subject to such restrictions on transferability and
risks of forfeiture, as the Committee may specify.

      


      (h)           Other Stock-Based
Awards.  The Committee is authorized, subject to limitations
under applicable law, to grant to Participants such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Stock, as deemed by the Committee to be
consistent with the purposes of the Plan, including, without limitation,
convertible or exchangeable debt securities, other rights convertible or
exchangeable into Stock, purchase rights for Stock, Awards with value and payment
contingent upon performance of the Corporation or any other factors designated
by the Committee, and Awards valued by reference to the book value of Stock or
the value of securities of or the performance of specified subsidiaries. The
Committee shall determine the terms and conditions of such Awards. Stock
delivered pursuant to an Award in the nature of a purchase right granted under
this Section 6(h) shall be purchased for such consideration, paid for at such
times, by such methods, and in such forms including, without limitation, cash,
Stock, other Awards, or other property, as the Committee shall determine. Cash
awards, as an element of or supplement to any other Award under the Plan, may
also be granted pursuant to this Section 6(h).


      
        
           


        

        
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      7.           Certain Provisions
Applicable to Awards.

      


      (a)            Stand-Alone, Additional, Tandem,
and Substitute Awards.  Awards granted under the Plan may, in
the discretion of the Committee, be granted either alone or in addition to, in
tandem with, or in substitution or exchange for, any other Award or any award
granted under another plan of the Corporation, any subsidiary, or any business
entity to be acquired by the Corporation or a subsidiary, or any other right of
a Participant to receive payment from the Corporation or any subsidiary. Such
additional, tandem, and substitute or exchange Awards may be granted at any
time. If an Award is granted in substitution or exchange for another Award, the
Committee shall require the surrender of such other Award in consideration for
the grant of the new Award. In addition, Awards may be granted in lieu of cash
compensation, including in lieu of cash amounts payable under other plans of the
Corporation or any subsidiary, in which the value of Stock subject to the Award
is equivalent in value to the cash compensation (for example, RSUs or Restricted
Stock), or in which the exercise price, grant price or purchase price of an
Award which is in the nature of a right that may be exercised is reduced by an
amount equal to the value of the cash compensation surrendered (for example,
Options may be granted with an exercise price "discounted" by the amount of the
cash compensation surrendered).

      


      (b)           Term of
Awards.  The term of each Award shall be for such period as may
be determined by the Committee; provided that in no event shall the term of any
Option, SAR or Limited SAR exceed a period of ten years (or such shorter term as
may be required in respect of an ISO under Code Section 422).

      


      (c)           Form and Timing of Payment under
Awards; Deferrals.  Subject to the terms of the Plan and any
applicable Award agreement, payments to be made by the Corporation or a
subsidiary upon the exercise of an Option or other Award or settlement of an
Award may be made in such forms as the Committee shall determine, including,
without limitation, cash, Stock, other Awards or other property, and may be made
in a single payment or transfer, in installments, or on a deferred basis. The
settlement of any Award may be accelerated, and cash paid in lieu of Stock in
connection with such settlement, in the discretion of the Committee or upon
occurrence of one or more specified events (in addition to a Change in Control,
upon the occurrence of which settlement shall be accelerated in each case).
Installment or deferred payments may be required by the Committee (subject to
Section 10(e) of the Plan, including the consent provisions thereof in the case
of any deferral of an outstanding Award not provided for in the
original Award agreement) or permitted at the election of the Participant on
terms and conditions established by the Committee. Payments may include, without
limitation, provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of Dividend
Equivalents or other amounts in respect of installment or deferred payments
denominated in Stock.


      
        
           


        

        
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      (d)           Exemptions from Section 16(b)
Liability. It is the intent of the Corporation that the grant of any
Awards to, or other transaction by, a Participant who is subject to Section 16
of the Exchange Act shall be exempt from Section 16 pursuant to an applicable
exemption (except for transactions acknowledged in writing to be non-exempt by
such Participant).  Accordingly, if any provision of this Plan or any
Award agreement does not comply with the requirements of Rule 16b-3 as then
applicable to any such transaction, such provision shall be construed or deemed
amended to the extent necessary to conform to the applicable requirements of
Rule 16b-3 so that such Participant shall avoid liability under Section
16(b).

      


      8.           Performance Awards and
Annual Incentive Awards.

      


      (a)           Authorization.  The
Committee is authorized to grant Performance Awards and Annual Incentive Awards
payable in cash, Shares, or other Awards, on terms and conditions established by
the Committee, subject to the terms of paragraphs (b) and (c) of this Section 8
in the event such Performance Awards or Annual Incentive Awards, as applicable,
are intended to qualify as "performance-based compensation" for purposes of Code
Section 162(m).  The right of a Participant to receive, exercise or
settle a Performance Award or Annual Incentive Award, and the timing thereof,
shall be subject to the achievement of such performance conditions as the
Committee may deem appropriate, and the Committee may exercise its discretion to
reduce or increase the amounts payable under any Award subject to performance
conditions, except as limited under Sections 8(b) and 8(c) hereof in the case of
a Performance Award or Annual Incentive Award intended to qualify under Code
Section 162(m).

      


      (b)           Performance Awards Granted to
Designated Covered Employees.  If the Committee determines that
a Performance Award to be granted to an Eligible Person who is designated by the
Committee as likely to be a Covered Employee should qualify as
"performance-based compensation" for purposes of Code Section 162(m), the grant,
exercise and/or settlement of such Performance Award shall be contingent upon
achievement of preestablished performance goals and other terms set forth in
this Section 8(b).

      


      (i)           Performance Goals Generally.
The performance goals for such Performance Awards shall consist of one or more
business criteria and a targeted level or levels of performance with respect to
each of such criteria, as specified by the Committee consistent with this
Section 8(b). Performance goals shall be objective and shall otherwise meet the
requirements of Code Section 162(m) and regulations thereunder (including
Regulation 1.162-27 and successor regulations thereto), including the
requirement that the level or levels of performance targeted by the Committee
result in the achievement of performance goals being "substantially
uncertain".  The Committee may determine that such Performance Awards
shall be granted, exercised and/or settled upon achievement of any
one  performance goal or that two or more of
the performance goals must be achieved as a condition to grant, exercise and/or
settlement of such Performance Awards. Performance goals may differ for
Performance Awards granted to any one Participant or to different
Participants.


      
        
           


        

        
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      (ii)          Business
Criteria.  One or more of the following business criteria for
the Corporation, on a consolidated basis and/or for specified subsidiaries or
business or geographical units of the Corporation (except with respect to the
total shareholder return and earnings per share criteria), shall be used by the
Committee in establishing performance goals for such Performance Awards: (1)
earnings per share, (2) increase in revenues: (3) increase in cash flow; (4)
operating margin; (5) return on net assets, return on assets, return on
investment, return on capital or return on equity; (6) economic value added; (7)
direct contribution; (8) net income; pretax earnings: pretax earnings before
interest; depreciation and amortization (EBITDA): pretax earnings after interest
expense and income and before extraordinary or special items; operating income;
pretax earnings before interest expense and income and extraordinary or special
items and excluding budgeted and actual bonuses which might be paid under any
ongoing bonus plans of the Corporation; (9) working capital; (10) management of
fixed costs or variable costs, (10) identification or consummation of investment
opportunities or completion of specified projects in accordance with corporate
business plans, including strategic mergers, acquisitions or divestitures, (12)
total shareholder return; (13) debt reduction: or (14) any of the above goals
determined on an absolute or relative basis or as compared to the performance of
a published or special index deemed applicable by the Committee including, but
not limited to, the Standard & Poor's 500 Stock Index or a group of
comparable companies.  One or more of the foregoing business criteria
shall also be exclusively used in establishing performance goals for Annual
Incentive Awards granted to a Covered Employee under Section 8(c)
hereof.

      


      (iii)         Performance Period; Timing for
Establishing Performance Goals.  Achievement of performance
goals in respect of such Performance Awards shall be measured over a performance
period of up to ten years, as specified by the Committee. Performance goals
shall be established not later than 90 days after the beginning of any
performance period applicable to such Performance Awards, or at such other date
as may be required or permitted for "performance-based compensation" under Code
Section 162(m).

      


      (iv)        Performance Award
Pool.  The Committee may establish a Performance Award pool,
which shall be an unfunded pool, for purposes of measuring performance
of the
Corporation in connection with Performance Awards.  The amount of such
Performance Award pool shall be based upon the achievement of a performance goal
or goals based on one or more of the business criteria set forth in Section
8(b)(ii) hereof during the given performance period, as specified by the
Committee in accordance with Section 8(b)(iii) hereof.  The Committee
may specify the amount of the Performance Award pool as a percentage of any of
such business criteria, a percentage thereof in excess of a threshold amount, or
as another amount which need not bear a strictly mathematical relationship to
such business criteria.

      



      
        
           


        

        
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        (v)         Settlement of Performance Awards;
Other Terms.  After the end of each performance period, the
Committee shall determine the amount, if any, of the potential Performance
Award  payable to each Participant. Settlement of such Performance
Awards shall be in cash, Stock, other Awards or other property, in the
discretion of the Committee. The Committee may, in its discretion, reduce the
amount of a settlement otherwise to be made in connection with such Performance
Awards, but may not exercise discretion to increase any such amount payable to a
Covered Employee in respect of a Performance Award subject to this Section 8(b).
The Committee shall specify the circumstances in which such Performance Awards
shall be paid or forfeited in the event of termination of employment by the
Participant prior to the end of a performance period or settlement of
Performance Awards.

      

      


      (c)           Annual Incentive Awards Granted to
Designated Covered Employees.   If the Committee determines
that an Annual Incentive Award to be granted to an Eligible Person who is
designated by the Committee as likely to be a Covered Employee should qualify as
a performance-based compensation" for purposes of Code Section 162(m), the
grant, exercise and/or settlement of such Annual Incentive Award shall be
contingent upon achievement of preestablished performance goals and other terms
set forth in this Section 8(c).

      


      (i)           Annual Incentive Award
Pool.  The Committee may establish an Annual Incentive Award
pool, which shall be an unfunded pool, for purposes of measuring performance of
the Corporation in connection with Annual Incentive Awards. The amount of such
Annual Incentive Award pool shall be based upon the achievement of a performance
goal or goals based on one or more of the business criteria set forth in Section
8(b)(ii) hereof during a particular 12 month period, as specified by the
Committee. The Committee may specify the amount of the Annual Incentive Award
pool as a percentage of any of such business criteria, a percentage thereof in
excess of a threshold amount, or as another amount which need not bear a
strictly mathematical relationship to such business criteria.

      


      (ii)         
Potential Annual Incentive
Awards. Not later than the end of the 90th day of the applicable 12 month
period, or at such other date as may be required or permitted in the case of
Awards intended to be "performance-based compensation" under Code Section
162(m), the Committee shall determine the Eligible Persons who will potentially
receive Annual Incentive Awards, and the amounts potentially payable thereunder,
for that 12 month period, either out of an Annual Incentive Award pool
established by such date under Section 8(c)(i) hereof or as individual Annual
Incentive Awards. In the case of individual Annual Incentive Awards intended to
qualify under Code Section 162(m), the amount potentially payable shall be based
upon the achievement of a performance goal or goals based on one or more of the
business criteria set forth in Section 8(b)(ii) hereof in the given performance
year, as specified by the Committee; in other cases, such amount shall be based
on such criteria as shall be established by the Committee. In all cases, the
maximum Annual Incentive Award of any Participant shall be subject to the
limitation set forth in Section 5 hereof.

      


      (iii)         Payout of Annual Incentive
Awards.  After the end of the applicable 12 month period, the
Committee shall determine the amount, if any, of the potential Annual Incentive
Award payable to each Participant. The Committee may, in its discretion,
determine that the amount payable to any Participant as a final Annual Incentive
Award shall be increased
or reduced from the amount of his or her potential Annual Incentive Award,
including a determination to make no final Award whatsoever, but may not
exercise discretion to increase any such amount in the case of an Annual
Incentive Award intended to qualify under Code Section 162(m). The Committee
shall specify the circumstances in which an Annual Incentive Award shall be paid
or forfeited in the event of termination of employment by the Participant prior
to the end of a fiscal year or settlement of such Annual Incentive
Award.


      
        
           


        

        
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      (d)           Written
Determinations.  All determinations by the Committee as to the
establishment of performance goals, the amount of any Performance Award pool or
potential individual Performance Awards and as to the achievement of performance
goals relating to Performance Awards under Section 8(b), and the amount of any
Annual Incentive Award pool or potential individual Annual Incentive Awards and
the amount of final Annual Incentive Awards under Section 8(c), shall be made in
writing in the case of any Award intended to qualify under Code Section 162(m).
The Committee may not delegate any responsibility relating to such Performance
Awards or Annual Incentive Awards.

      


      (e)           Status of Section 8(b) and Section
8(c) Awards under Code Section 162(m). It is the intent of the
Corporation that Performance Awards and Annual Incentive Awards granted to
persons who are designated by the Committee as likely to be Covered Employees
within the meaning of Code Section 162(m) and regulations thereunder (including
Regulation 1.162-27 and successor regulations thereto) shall, if so designated
by the Committee, constitute "performance-based compensation" within the meaning
of Code Section 162(m) and regulations thereunder. Accordingly, the terms of
Sections 8(b), (c), (d) and (e), including the definitions of Covered Employee
and other terms used therein, shall be interpreted in a manner consistent with
Code Section 162(m) and regulations thereunder. The foregoing notwithstanding,
because the Committee cannot determine with certainty whether a given
Participant will be a Covered Employee with respect to a fiscal year that has
not yet been completed, the term Covered Employee as used herein shall mean only
a person designated by the Committee, at the time of grant of Performance Awards
or an Annual Incentive Award, as likely to be a Covered Employee with respect to
that fiscal year. If any provision of the Plan as in effect on the date of
adoption or any agreement relating to a Performance Award or Annual Incentive
Award  intended to comply with Code Section 162(m) does not comply or
is inconsistent with the requirements of Code Section 162(m) or regulations
thereunder, such provision shall be construed or deemed amended to the extent
necessary to conform to such requirements.

      


      9.           Change in
Control.

      


      (a)           Effect of Change In
Control.  In the event of a Change in Control of the
Corporation, the following provisions shall apply unless otherwise provided in
the Award agreement:

      


      (i)           Any
Award carrying a right to exercise that was not previously exercisable and
vested shall become fully exercisable and vested as of the time of the Change in
Control and shall remain exercisable and vested for the balance of the stated
term of such Award without
regard to any termination of employment by the Participant, subject only to
applicable restrictions set forth in Section 10 (a)
hereof;


      
        
           


        

        
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      (ii)         
Any optionee who holds an Option shall be entitled to elect, during the 60 day
period immediately following a Change in Control, in lieu of acquiring the
shares of Stock covered by such Option, to receive, and the Corporation shall be
obligated to pay, in cash the excess of the Change in Control Price over the
exercise price of such Option, multiplied by the number of shares of Stock
covered by such Option;

      


      (iii)         The
restrictions, deferral of settlement, and forfeiture conditions applicable to
any other Award granted under the Plan shall lapse and such Awards shall be
deemed fully vested as of the time of the Change in Control, except to the
extent of any waiver by the Participant and subject to applicable restrictions
set forth in Section 10(a) hereof; and

      


      (iv)        With
respect to any outstanding Award subject to achievement of performance goals and
conditions under the Plan, such performance goals and other conditions will be
deemed to be met if and to the extent so provided in the Award agreement
relating to such Award.

      


      (b)           Definition of Change in Control.
Unless otherwise expressly provided by the Board on or prior to the
occurrence of an event that would, but for such action of the Board, be deemed a
Change in Control, a "Change in Control" shall be deemed to have occurred
if:

      


      (i)           any
Person (other than the Corporation, any trustee or other fiduciary holding
securities under any employee benefit plan of the Corporation, or any company
owned, directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of the Stock of the
Corporation immediately prior to the occurrence with respect to which the
determination of whether a Change in Control has occurred is being made)
acquires securities of the Corporation and immediately thereafter is the
Beneficial Owner (except that a Person shall be deemed to be the Beneficial
Owner of all shares that any such Person has the right to acquire pursuant to
any agreement or arrangement or upon exercise of conversion rights, warrants or
options or otherwise, without regard to the sixty day period referred to in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting power of the
Corporation's then outstanding securities (except that an acquisition of
securities directly from the Corporation shall not be deemed an acquisition for
purposes of this clause (i));

      


      (ii)          during
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Corporation to
effect a transaction described in clause (i), (iii), or (iv) of this paragraph
(b)) whose election by the Board or nomination for election by the Corporation's
stockholders was approved by a vote of at least two thirds of the directors then
still in office who either were directors at the beginning of the two-year
period or whose election or nomination for election was previously so approved
but excluding for this purpose any such new director whose initial assumption of
office occurs as a result of
either an actual or threatened election contest (as such terms are used in Rule
14a-10 of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of an individual,
corporation, partnership, group, associate or other entity or Person other than
the Board, cease for any reason to constitute at least a majority of the
Board;


      
        
           


        

        
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      (iii)         the
consummation of a merger or consolidation of the Corporation with any other
entity, other than (i) a merger or consolidation which would result in the
voting securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or resulting entity) more than 50% of
the combined voting power of the surviving or resulting entity outstanding
immediately after such merger or consolidation or (ii) a merger or consolidation
in which no premium is intended to be paid to any shareholder participating in
the merger or consolidation;

      


      (iv)        the
stockholders of the Corporation approve a plan or agreement for the sale or
disposition of all or substantially all of the consolidated assets of the
Corporation (other than such a sale or disposition immediately after which such
assets will be owned directly or indirectly by the stockholders of the
Corporation, in substantially the same proportions as their ownership of
the  Stock of the Corporation immediately prior to such sale or
disposition), in which case the Board shall determine the effective date of the
Change in Control resulting therefrom; or

      


      (v)         any
other event occurs which the Board determines, in its discretion, would
materially alter the structure of the Corporation or its ownership.

      


       (c)           Definition of Change in Control
Price.  The "Change in Control Price" means an amount in cash
equal to the higher of (i) the amount of cash and Fair Market Value of property
that is the highest price per share paid (including extraordinary dividends) in
any transaction triggering the Change in Control or any liquidation of shares
following a sale of substantially all assets of the Corporation, or (ii) the
highest Fair Market Value per share at any time during the 120 day period which
commences 60 days prior to the effective date of the Change in Control and which
ends 60 days following the effective date of the Change in Control.

      


      10.           General
Provisions.

      


      (a)            Compliance with Legal and Other
Requirements. The Corporation may, to the extent deemed necessary or
advisable by the Committee, postpone the issuance or delivery of Stock or
payment of other benefits under any Award until completion of such registration
or qualification of such Stock or other required action under any federal or
state law, rule or regulation, listing or other required action with respect to
any stock exchange or automated quotation system upon which the Stock or other
securities of the Corporation are listed or quoted, or compliance with any other
obligation of the Corporation, as the Committee may consider appropriate, and
may require any Participant to make such representations, furnish such
information and comply with or be subject to such other conditions as it may
consider appropriate
in connection with the issuance or delivery of Stock or payment of other
benefits in compliance with applicable laws, rules, and reasons, listing
requirements, or other obligations.


      
        
           


        

        
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      (b)           Limits on Transferability;
Beneficiaries.   No Award or other right or interest granted
under the Plan shall be pledged, hypothecated or otherwise encumbered or subject
to any lien, obligation or liability of such Participant to any party (other
than the Corporation or a subsidiary), or assigned or transferred by such
Participant otherwise than by will or the laws of descent and distribution or to
a Beneficiary upon the death of a Participant, and such Awards or rights that
may be exercisable shall be exercised during the lifetime of the Participant
only by the Participant or his or her guardian or legal representative, except
that Awards and other rights (other than ISOs and SARs in tandem therewith) may
be transferred to one or more Beneficiaries or other transferees during the
lifetime of the Participant, and may be exercised by such transferees in
accordance with the terms of such Award, but only if and to the extent such
transfers are permitted by the Committee pursuant to the express terms of an
Award agreement (subject to any terms and conditions which the Committee may
impose thereon). A Beneficiary, transferee, or other person claiming any rights
under the Plan from or through any Participant shall be subject to all terms and
conditions of the Plan and any Award agreement applicable to such Participant,
except as otherwise determined by the Committee, and to any additional terms and
conditions deemed necessary or appropriate by the Committee.

      


      (c)           Adjustments.  In
the event that any dividend or other distribution (whether in the form of cash,
Stock, or other property), recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, share
exchange, liquidation, dissolution or other similar transaction or event affects
the Stock such that an adjustment is determined by the Committee to be
appropriate under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number and kind of shares of Stock
which may be delivered in connection with Awards granted thereafter, (ii) the
number and kind of shares of Stock by which annual per-person Award limitations
are measured under Section 5 hereof, (iii) the number and kind of shares of
Stock subject to or deliverable in respect of outstanding Awards and (iv) the
exercise price, grant price or purchase price relating to any Award (which
adjustment may include making a provision for payment of cash or other property
in respect of any outstanding Award). In addition, the Committee may, in its
discretion, adjust any of (i) through (iv) above based on any other event
effecting the Corporation, any subsidiary or business unit thereof, or in
response to changes in applicable laws, regulations, accounting principles, tax
rates and regulations or business conditions, and any other circumstances deemed
relevant; provided, that no such adjustment shall be authorized or made if and
to the extent that such authority or the making of such adjustment would cause
Performance Awards or Annual Incentive Awards granted under Section 8 hereof to
Participants designated by the Committee as Covered Employees and intended to
qualify as "performance-based compensation" under Code Section 162(m) and
regulations thereunder to otherwise fail to qualify as "performance-based
compensation" under Code Section 162(m) and regulations
thereunder.


      
        
           


        

        
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      (d)           Taxes.  The
Corporation and any subsidiary is authorized to withhold from any Award granted,
any payment relating to an Award, including from a distribution of Stock or any
payroll or other payment to a Participant, amounts of withholding and other
taxes due or potentially payable in connection with any transaction involving an
Award, and to take such other action as the Committee may deem advisable to
enable the Corporation and Participants to satisfy obligations for the payment
of withholding taxes and other tax obligations relating to any Award. This
authority shall include authority to withhold or receive Stock or other property
and to make cash payments in respect thereof in satisfaction of a Participant’s
tax obligations, either on a mandatory or elective basis in the discretion of
the Committee.

      


      (e)           Changes to the Plan and
Awards.  The Board may amend, alter, suspend, discontinue or
terminate the Plan or the Committee's authority to grant Awards under the Plan
without the consent of shareholders or Participants, except that any amendment
or alteration to the Plan shall be subject to the approval of the Corporation's
shareholders not later than the annual meeting next following such Board action
if such shareholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated quotation system on
which the Stock may then be listed or quoted, and the Board may otherwise, in
its discretion, determine to submit other such changes to the Plan to
shareholders for approval; provided that, without the consent of an affected
Participant, no such Board action may materially and adversely affect the rights
of such Participant under any previously granted and outstanding Award. The
Committee may waive any conditions or rights under, or amend, alter, suspend,
discontinue or terminate any Award theretofore granted and any Award agreement
relating thereto, except as otherwise provided in the Plan; provided that,
without the consent of an affected Participant, no such Committee action may
materially and adversely affect the rights of such Participant under such Award.
Notwithstanding anything in the Plan to the contrary, if any right under this
Plan would cause a transaction to be ineligible for pooling of interest
accounting that would, but for the right hereunder, be eligible for such
accounting treatment, the Committee may modify or adjust the right so that
pooling of interest accounting shall be available, including the substitution of
Stock having a Fair Market Value equal to the cash otherwise payable hereunder
for that right which caused the transaction to be ineligible for pooling of
interest accounting. In addition, the Board shall also have the authority to
modify the Plan, to the extent it deems necessary or desirable in its sole
discretion, to minimize the taxes incurred by either the Corporation or any
Participant relating to any Award.

      


      (f)           Limitation on Rights Conferred under
Plan.  Neither the Plan nor any action taken hereunder shall be
construed as (i) giving any Eligible Person or Participant the right to continue
as an Eligible Person or Participant or in the employ or service of the
Corporation or a subsidiary, (ii) interfering in any way with the right of the
Corporation or a subsidiary to terminate any Eligible Person's or Participant's
employment or service at any time, (iii) giving an Eligible Person or
Participant any claim to be granted any Award under the Plan or to be treated
uniformly with other Participants and employees, or (iv) conferring on a
Participant any of the rights of a shareholder of the Corporation unless and
until the Participant is duly issued or transferred shares of Stock in
accordance with the terms of an Award.


      
        
           


        

        
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      (g)           Unfunded Status of Awards, Creation
of Trusts. The Plan is intended to constitute an "unfunded" plan for
certain incentive awards and deferred compensation.  With respect to
any payments not yet made to a Participant or obligation to deliver Stock
pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general creditor of
the Corporation.

      


      (h)           Nonexclusivity of the
Plan.  Neither the adoption of the Plan by the Board nor its
submission to the shareholders of the Corporation for approval shall be
construed as creating any limitations on the power of the Board or a committee
thereof to adopt such other incentive arrangements as it may deem desirable
including incentive arrangements and awards which do not qualify under Code
Section 162(m).

      


      (i)           Payments in the Event of
Forfeitures; Fractional Shares.  Unless otherwise determined by
the Committee, in the event of a forfeiture of an Award with respect to which a
Participant paid cash or other consideration, the Participant shall be repaid
the amount of such cash or other consideration. No fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any Award. The Committee
shall determine whether cash, other Awards or other property shall be issued or
paid in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

      


      (j)           Governing Law.  The
validity, construction and effect of the Plan, any rules and regulations under
the Plan, and any Award agreement shall be determined in accordance with the
laws of the State of New York, without giving effect to principles of conflicts
of laws, and applicable federal law.

      


      (k)           Plan Effective Date and Shareholder
Approval.  This Plan has been adopted by the Board of Directors
of Dais-Analytic on April 10, 2000, and was approved by the shareholders of the
Corporation on June 2, 2000.  Its effective date shall be deemed June
2, 2000.

      


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