Exhibit
10.1


 


INVESTMENT TECHNOLOGY GROUP, INC.


 


2007 OMNIBUS EQUITY COMPENSATION PLAN


 





















 


INVESTMENT
TECHNOLOGY GROUP, INC.


 


2007
OMNIBUS EQUITY COMPENSATION PLAN


 


1.                                      Purpose


 


The purpose of the Investment Technology Group, Inc.
2007 Omnibus Equity Compensation Plan (the “Plan”) is to provide (i) designated
employees of Investment Technology Group, Inc. (the “Company”) and its
subsidiaries, and (ii) non-employee members of the board of directors of the
Company with the opportunity to receive grants of stock options, stock units,
stock awards, dividend equivalents and other stock-based awards.  The Company believes that the Plan will
encourage the participants to contribute materially to the growth of the
Company, thereby benefiting the Company’s stockholders, and will align the
economic interests of the participants with those of the stockholders.  The Plan was effective May 8, 2007 (the “Effective
Date”).


 


The Investment Technology Group, Inc. Non-Employee
Directors Stock Option Plan (the “Director Plan”), the Investment Technology
Group, Inc. Amended and Restated 1994 Stock Option and Long-term Incentive Plan
(the “1994 Plan”), the Investment Technology Group, Inc. Stock Unit Award
Program, as amended and restated (the “SUA Subplan”), the Amended and Restated
Investment Technology Group, Inc. Directors’ Retainer Fee Subplan (the “Directors
Retainer Fee Subplan”), and the Amended and Restated Investment Technology
Group, Inc. Directors’ Equity Subplan (the “Directors Equity Subplan”, and
collectively with the SUA Subplan and the Directors Retainer Fee Subplan, the “Subplans”)
were merged with and into this Plan as of the Effective Date.  No additional grants will be made thereafter
under the Director Plan and the 1994 Plan. 
Outstanding grants under the Director Plan, the 1994 Plan and the
Subplans as of the Effective Date will continue in effect according to their
terms as in effect on the Effective Date (subject to such amendments as the
Committee (as defined below) determines appropriate, consistent with the terms
of the Director Plan, the 1994 Plan or the Subplans, as applicable), and the
shares with respect to such outstanding grants will be issued or transferred
under this Plan.  After the Effective
Date, the Subplans shall continue in effect as subplans of the Plan and grants
and/or deferrals may continue to be made under the Subplans with shares
associated with such grants and/or deferrals being issued under this Plan.


 


2.                                      Definitions


 


Whenever used in this Plan, the following terms will
have the respective meanings set forth below:


 


(a)           “Board” means
the Company’s Board of Directors.


 


(b)           “Change in Control”
means and shall be deemed to have occurred:


 


(i)            if any person (within the meaning of
the Exchange Act), other than the Company or a Related Party, is or becomes the
“beneficial owner” (as defined in Rule 13d-3


 





















 


under the Exchange Act), directly or indirectly, of
Voting Securities representing 35% percent or more of the total voting power of
all the then-outstanding Voting Securities; or


 


(ii)           if the individuals who, as of the
date hereof, constitute the Board, together with those who first become directors
subsequent to such date and whose recommendation, election or nomination for
election to the Board was approved by a vote of at least a majority of the
directors then still in office who either were directors as of the date hereof
or whose recommendation, election or nomination for election was previously so
approved, cease for any reason to constitute a majority of the members of the
Board; or


 


(iii)          upon consummation of a merger,
consolidation, recapitalization or reorganization of the Company, reverse split
of any class of Voting Securities, or an acquisition of securities or assets by
the Company other than (i) any such transaction in which the holders of
outstanding Voting Securities immediately prior to the transaction receive (or
retain), with respect to such Voting Securities, voting securities of the
surviving or transferee entity representing more than 50 percent of the total
voting power outstanding immediately after such transaction, with the voting
power of each such continuing holder relative to other such continuing holders
not substantially altered in the transaction, or (ii) any such transaction
which would result in a Related Party beneficially owning more than 50 percent
of the voting securities of the surviving or transferee entity outstanding immediately
after such transaction; or


 


(iv)          upon consummation of the sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than any such transaction which would result in a Related Party owning or
acquiring more than 50 percent of the assets owned by the Company immediately
prior to the transaction; or


 


(v)           if the stockholders of the Company
approve a plan of complete liquidation of the Company.


 


(c)           “Code” means
the Internal Revenue Code of 1986, as amended.


 


(d)           “Committee”
means (i) with respect to Grants to Employees, the Compensation Committee of
the Board or another committee appointed by the Board to administer the Plan,
(ii) with respect to Grants made to Non-Employee Directors, the Board, and
(iii) with respects to Grants that are intended to be “qualified
performance-based compensation” under section 162(m) of the Code, a
committee that consists of two or more persons appointed by the Board, all of
whom shall be “outside directors” as defined under section 162(m) of the
Code and related Treasury regulations.


 


(e)           “Company” means
Investment Technology Group, Inc. and any successor corporation.


 


(f)            “Company Stock”
means the common stock of the Company.


 


(g)           “Dividend Equivalent”
means an amount determined by multiplying the number of shares of Company Stock
subject to a Grant by the per-share cash dividend, or the per-share


 


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fair market value (as determined by the Committee) of
any dividend in consideration other than cash, paid by the Company on its
Company Stock.


 


(h)           “Effective Date”
of the Plan means May 8, 2007, subject to approval of the Plan by the
stockholders of the Company.


 


(i)            “Employee”
means an employee of the Employer (including an officer or director who is also
an employee).


 


(j)            “Employer”
means the Company and its subsidiaries.


 


(k)           “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


(l)            “Exercise Price”
means the per share price at which shares of Company Stock may be purchased
under an Option, as designated by the Committee.


 


(m)          “Fair Market Value,”
unless otherwise required by an applicable provision of the Code, as of any
date, means the closing sales price of the Common Stock as reported on the New
York Stock Exchange on the date of grant; provided, however, that at any time
that the Common Stock is not quoted on the New York Stock Exchange on such
trading days, Fair Market Value shall be determined by the Committee in its
discretion.


 


(n)           “Grant” means
an Option, Stock Unit, Stock Award, SAR, Dividend Equivalent or Other
Stock-Based Award granted under the Plan.


 


(o)           “Grant Agreement”
means the written instrument that sets forth the terms and conditions of a
Grant, including all amendments thereto.


 


(p)           “Incentive Stock Option”
means an Option that is intended to meet the requirements of an incentive stock
option under section 422 of the Code.


 


(q)           “Non-Employee Director”
means a member of the Board who is not an employee of the Employer.


 


(r)            “Nonqualified Stock Option”
means an Option that is not intended to be taxed as an incentive stock option
under section 422 of the Code.


 


(s)           “Option” means
an option to purchase shares of Company Stock, as described in Section 7.


 


(t)            “Other Stock-Based Award”
means any Grant based on, measured by or payable in, Company Stock (other than
a Grant described in Sections 7, 8, 9 or 10(a) of the Plan), as described in
Section 10(b).


 


(u)           “Participant”
means an Employee or Non-Employee Director designated by the Committee to
participate in the Plan.


 


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(v)           “Person” means
an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, an estate, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.


 


(w)          “Plan” means
this Investment Technology Group, Inc. 2007 Omnibus Equity Compensation Plan,
as in effect from time to time.


 


(x)            “Related Party”
means (a) a Subsidiary of the Company; (b) an employee or group of employees of
the Company or any Subsidiary of the Company; (c) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
majority-owned Subsidiary of the Company; or (d) a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of Voting Securities.


 


(y)           “SAR” means a
stock appreciation right as described in Section 10(a).


 


(z)            “Stock Award”
means an award of Company Stock as described in Section 9.


 


(aa)         “Stock Unit”
means an award of a phantom unit representing a share of Company Stock, as
described in Section 8.


 


(bb)         “Subsidiary” or “Subsidiaries”
means, with respect to any Person, any corporation, partnership, limited
liability company, association or other business entity of which (a) if a
corporation, fifty (50) percent or more of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or combination thereof; or (b) if a
partnership, limited liability company, association or other business entity,
fifty (50) percent or more of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination
thereof.  For purposes of this
definition, a Person or Persons will be deemed to have a fifty (50) percent or
more ownership interest in a partnership, limited liability company,
association or other business entity if such Person or Persons are allocated
fifty (50) percent or more of partnership, limited liability company,
association or other business entity gains or losses or control the managing
director or member or general partner of such partnership, limited liability
company, association or other business entity.


 


(cc)         “Voting Securities or Security”
means any securities of the Company which carry the right to vote generally in
the election of directors.


 


3.                                      Administration


 


(a)           Committee.  The Plan shall be administered and
interpreted by the Compensation Committee of the Board or another committee
appointed by the Board to administer the Plan with respect to grants to
Employees.  The Plan shall be
administered and interpreted by the Board with respect to grants to
Non-Employee Directors.  The Board or
committee, as


 


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applicable, that has authority with respect to a
specific Grant shall be referred to as the “Committee” with respect to that
Grant.  Ministerial functions may be
performed by an administrative committee comprised of Company employees
appointed by the Committee.


 


(b)           Committee Authority.  The Committee shall have the sole authority
to (i) determine the Participants to whom Grants shall be made under the Plan,
(ii) determine the type, size and terms and conditions of the Grants to be made
to each such Participant, (iii) determine the time when the grants will be made
and the duration of any applicable exercise or restriction period, including
the criteria for exercisability and the acceleration of exercisability, (iv)
amend the terms and conditions of any previously issued Grant, subject to the
provisions of Section 18 below, and (v) deal with any other matters arising
under the Plan.


 


(c)           Committee Determinations.  The Committee shall have full power and
express discretionary authority to administer and interpret the Plan, to make
factual determinations and to adopt or amend such rules, regulations,
agreements and instruments for implementing the Plan and for the conduct of its
business as it deems necessary or advisable, in its sole discretion.  The Committee’s interpretations of the Plan
and all determinations made by the Committee pursuant to the powers vested in
it hereunder shall be conclusive and binding on all persons having any interest
in the Plan or in any awards granted hereunder. 
All powers of the Committee shall be executed in its sole discretion, in
the best interest of the Company, not as a fiduciary, and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
Participants.


 


4.                                      Grants


 


(a)           Grants under the Plan may consist of
Options as described in Section 7, Stock Units as described in Section 8, Stock
Awards as described in Section 9, and SARs or Other Stock-Based Awards as
described in Section 10.  All Grants
shall be subject to such terms and conditions as the Committee deems
appropriate and as are specified in writing by the Committee to the Participant
in the Grant Agreement.


 


(b)           All Grants shall be made conditional
upon the Participant’s acknowledgement, in writing or by acceptance of the
Grant, that all decisions and determinations of the Committee shall be final
and binding on the Participant, his or her beneficiaries and any other person
having or claiming an interest under such Grant.  Grants under a particular Section of the Plan
need not be uniform as among the Participants.


 


5.                                      Shares
Subject to the Plan


 


(a)           Shares Authorized.  The total aggregate number of shares of
Company Stock that may be issued under the Plan shall equal that number of shares of Company Stock subject to
outstanding grants under the Director Plan and the 1994 Plan as of the Effective
Date as well as shares remaining available for issuance under the Director Plan
and the 1994 Plan but not subject to previously exercised, vested or paid
grants as of the Effective Date.


 


(b)           Source of Shares; Share Counting.  Shares issued under the Plan may be
authorized but unissued shares of Company Stock or reacquired shares of Company
Stock,


 


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including shares purchased by the Company on the open
market for purposes of the Plan.  If and
to the extent Options or SARs granted under the Plan (including options granted
under the Director Plan, the 1994 Plan and the Subplans) terminate, expire, or
are canceled, forfeited, exchanged or surrendered without having been
exercised, and if and to the extent that any Stock Awards, Stock Units, or
Other Stock-Based Awards (including any stock awards, stock units or
other-stock based awards granted under the Director Plan, the 1994 Plan and the
Subplans) are forfeited or terminated, or otherwise are not paid in full, the
shares reserved for such Grants shall again be available for purposes of the
Plan.  Shares of Company Stock
surrendered in payment of the Exercise Price of an Option shall again be
available for purposes of the Plan.  To the extent any Grants are paid in cash,
and not in shares of Company Stock, any shares previously subject to such
Grants shall again be available for issuance or transfer under the Plan.


 


(c)           Individual Limits.  All Grants under the Plan shall be expressed
in shares of Company Stock.  The maximum
aggregate number of shares of Company Stock with respect to which all Grants
may be made under the Plan to any individual during any calendar year shall be
1,000,000 shares, subject to adjustment as described in subsection (d)
below.  A Participant may not accrue
Dividend Equivalents during any calendar year in excess of $1,000,000.  The individual limits of this subsection (c)
shall apply without regard to whether the Grants are to be paid in Company
Stock or cash.  All cash payments (other
than with respect to Dividend Equivalents) shall equal the Fair Market Value of
the shares of Company Stock to which the cash payments relate.


 


(d)           Adjustments.  If there is any change in the number or kind
of shares of Company Stock outstanding by reason of a stock dividend, spinoff,
stock split or reverse stock split, or by reason of a combination,
reorganization, recapitalization or reclassification affecting the outstanding
Company Stock as a class without the Company’s receipt of consideration, the
maximum number of shares of Company Stock available for Grants, the maximum
number of shares of Company Stock that any individual participating in the Plan
may be granted in any year, the number of shares covered by outstanding Grants,
the kind of shares issued under the Plan and outstanding Grants, and the price
per share of outstanding Grants shall be equitably adjusted by the Committee,
as the Committee deems appropriate, to reflect any increase or decrease in the
number of, or change in the kind or value of, issued shares of Company Stock to
preclude, to the extent practicable, the enlargement or dilution of rights and
benefits under Grants; provided, however, that any fractional shares resulting
from such adjustment shall be eliminated. 
In addition, the Committee shall have discretion to make the foregoing
equitable adjustments in any circumstances in which an adjustment is not
mandated by this subsection (d) or applicable law, including in the event of a
Change in Control.  Any adjustments to
outstanding Grants shall be consistent with section 409A or 422 of the Code, to
the extent applicable.  Any adjustments
determined by the Committee shall be final, binding and conclusive.


 


6.                                      Eligibility
for Participation


 


(a)           Eligible Persons.  All Employees, including Employees who are
officers or members of the Board, and all Non-Employee Directors shall be
eligible to participate in the Plan.


 


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(b)           Selection of Participants.  The Committee shall select the Employees and
Non-Employee Directors to receive Grants and shall determine the number of
shares of Company Stock subject to each Grant.


 


7.                                      Options


 


(a)           General Requirements. The
Committee may grant Options to an Employee or Non-Employee Director upon such
terms and conditions as the Committee deems appropriate under this Section
7.  The Committee shall determine the
number of shares of Company Stock that will be subject to each Grant of Options
to Employees and Non-Employee Directors. 



 


(b)           Type of Option, Price and Term.


 


(i)            The Committee may grant Incentive
Stock Options or Nonqualified Stock Options or any combination of the two, all
in accordance with the terms and conditions set forth herein.  Incentive Stock Options may be granted only
to Employees of the Company or its parents or subsidiaries, as defined in
Section 424 of the Code.  Nonqualified
Stock Options may be granted to Employees or Non-Employee Directors.


 


(ii)           The Exercise Price of Company Stock
subject to an Option shall be determined by the Committee and may be equal to
or greater than the Fair Market Value of a share of Company Stock on the date
the Option is granted.  However, an
Incentive Stock Option may not be granted to an Employee who, at the time of
grant, owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or subsidiary, as defined
in section 424 of the Code, unless the Exercise Price per share is not less
than 110% of the Fair Market Value of the Company Stock on the date of grant.


 


(iii)          The Committee shall determine the term
of each Option, which shall not exceed ten years from the date of grant.  However, an Incentive Stock Option that is
granted to an Employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary, as defined in section 424 of the Code, may
not have a term that exceeds five years from the date of grant.


 


(c)           Exercisability of Options.


 


(i)            Options shall become exercisable in
accordance with such terms and conditions as may be determined by the Committee
and specified in the Grant Agreement. 
The Committee may accelerate the exercisability of any or all
outstanding Options at any time for any reason.


 


(ii)           The Committee may provide in a Grant
Agreement that the Participant may elect to exercise part or all of an Option
before it otherwise has become exercisable. 
Any shares so purchased shall be restricted shares and shall be subject
to a repurchase right in favor of the Company during a specified restriction
period, with the repurchase price equal to the lesser of (A) the Exercise Price
or (B) the Fair Market Value of such shares at the time of repurchase, or such
other restrictions as the Committee deems appropriate.


 


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(iii)          Options granted to persons who are non-exempt
employees under the Fair Labor Standards Act of 1938, as amended, may not be
exercisable for at least six months after the date of grant (except that such
Options may become exercisable, as determined by the Committee, upon the
Participant’s death, Disability or retirement, or upon a Change in Control or
other circumstances permitted by applicable regulations).


 


(d)           Termination of Employment or
Service.  Except as provided in the
Grant Agreement, an Option may only be exercised while the Participant is
employed by the Employer, or providing service as a Non-Employee Director.  The Committee shall determine in the Grant
Agreement under what circumstances and during what time periods a Participant
may exercise an Option after termination of employment or service.


 


(e)           Exercise of Options.  A Participant may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company.  The Participant shall pay
the Exercise Price for the Option (i) in cash, (ii) if permitted by the
Committee, by delivering shares of Company Stock owned by the Participant and
having a Fair Market Value on the date of exercise equal to the Exercise Price
or by attestation to ownership of shares of Company Stock having an aggregate
Fair Market Value on the date of exercise equal to the Exercise Price, (iii) by
payment through a broker in accordance with procedures permitted by Regulation
T of the Federal Reserve Board, or (iv) by such other method as the Committee
may approve.  Shares of Company Stock
used to exercise an Option shall have been held by the Participant for the
requisite period of time to avoid adverse accounting consequences to the
Company with respect to the Option. 
Payment for the shares pursuant to the Option, and any required
withholding taxes, must be received by the time specified by the Committee
depending on the type of payment being made, but in all cases prior to the
issuance of the Company Stock.


 


(f)            Limits on Incentive Stock Options.  Each Incentive Stock Option shall provide
that, if the aggregate Fair Market Value of the stock on the date of the grant
with respect to which Incentive Stock Options are exercisable for the first
time by a Participant during any calendar year, under the Plan or any other
stock option plan of the Company or a parent or subsidiary, as defined in
section 424 of the Code, exceeds $100,000, then the Option, as to the excess,
shall be treated as a Nonqualified Stock Option.  An Incentive Stock Option shall not be
granted to any person who is not an Employee of the Company or a parent or
subsidiary, as defined in section 424 of the Code.


 


8.                                      Stock
Units


 


(a)           General Requirements.  The Committee may grant Stock Units to an
Employee or Non-Employee Director, upon such terms and conditions as the
Committee deems appropriate under this Section 8.  Each Stock Unit shall represent the right of
the Participant to receive a share of Company Stock or an amount based on the
value of a share of Company Stock.  All
Stock Units shall be credited to bookkeeping accounts on the Company’s records
for purposes of the Plan.


 


(b)           Terms of Stock Units.  The Committee may grant Stock Units that are
payable on terms and conditions determined by the Committee, which may include
payment based on


 


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achievement of performance goals.  Stock Units may be paid at the end of a
specified vesting or performance period, or payment may be deferred to a date
authorized by the Committee.  The
Committee shall determine the number of Stock Units to be granted and the
requirements applicable to such Stock Units.


 


(c)           Payment With Respect to Stock
Units.  Payment with respect to Stock
Units shall be made in cash, in Company Stock, or in a combination of the two,
as determined by the Committee.  The
Grant Agreement shall specify the maximum number of shares that can be issued
under the Stock Units.


 


(d)           Requirement of Employment or
Service.  The Committee shall
determine in the Grant Agreement under what circumstances a Participant may
retain Stock Units after termination of the Participant’s employment or
service, and the circumstances under which Stock Units may be forfeited.


 


9.                                      Stock
Awards


 


(a)           General Requirements. The
Committee may issue shares of Company Stock to an Employee or Non-Employee
Director under a Stock Award, upon such terms and conditions as the Committee
deems appropriate under this Section 9. 
Shares of Company Stock issued pursuant to Stock Awards may be issued
for cash consideration or for no cash consideration, and subject to
restrictions or no restrictions, as determined by the Committee.  The Committee may establish conditions under
which restrictions on Stock Awards shall lapse over a period of time or
according to such other criteria as the Committee deems appropriate, including
restrictions based upon the achievement of specific performance goals.  The Committee shall determine the number of
shares of Company Stock to be issued pursuant to a Stock Award.


 


(b)           Requirement of Employment or
Service.  The Committee shall
determine in the Grant Agreement under what circumstances a Participant may
retain Stock Awards after termination of the Participant’s employment or
service, and the circumstances under which Stock Awards may be forfeited.


 


(c)           Restrictions on Transfer.  While Stock Awards are subject to
restrictions, a Participant may not sell, assign, transfer, pledge or otherwise
dispose of the shares of a Stock Award except upon death as described in
Section 15(a).  Each certificate for a
share of a Stock Award shall contain a legend giving appropriate notice of the
restrictions in the Grant.  The
Participant shall be entitled to have the legend removed when all restrictions
on such shares have lapsed.  The Company
may retain possession of any certificates for Stock Awards until all
restrictions on such shares have lapsed.


 


(d)           Right to Vote and to Receive
Dividends.  The Committee shall determine
to what extent, and under what conditions, the Participant shall have the right
to vote shares of Stock Awards and to receive any dividends or other
distributions paid on such shares during the restriction period.


 


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10.                               Stock
Appreciation Rights and Other Stock-Based Awards


 


(a)           SARs.  The Committee may grant SARs to an Employee
or Non-Employee Director separately or in tandem with an Option.  The following provisions are applicable to
SARs:


 


(i)            Base Amount.  The Committee shall establish the base amount
of the SAR at the time the SAR is granted. 
The base amount of each SAR shall be equal to the per share Exercise
Price of the related Option or, if there is no related Option, an amount that
is at least equal to the Fair Market Value of a share of Company Stock as of
the date of Grant of the SAR.


 


(ii)           Tandem SARs.  The Committee may grant tandem SARs either at
the time the Option is granted or at any time thereafter while the Option
remains outstanding; provided, however, that, in the case of an Incentive Stock
Option, SARs may be granted only at the date of the grant of the Incentive
Stock Option.  In the case of tandem
SARs, the number of SARs granted to a Participant that shall be exercisable during
a specified period shall not exceed the number of shares of Company Stock that
the Participant may purchase upon the exercise of the related Option during
such period.  Upon the exercise of an
Option, the SARs relating to the Company Stock covered by such Option shall
terminate.  Upon the exercise of SARs,
the related Option shall terminate to the extent of an equal number of shares
of Company Stock.


 


(iii)          Exercisability.  An SAR shall be exercisable during the period
specified by the Committee in the Grant Agreement and shall be subject to such
vesting and other restrictions as may be specified in the Grant Agreement.  The Committee may grant SARs the exercise of
which is subject to achievement of performance goals or other conditions.  The Committee may accelerate the
exercisability of any or all outstanding SARs at any time for any reason.  The Committee shall determine in the Grant
Agreement under what circumstances and during what periods a Participant may
exercise an SAR after termination of employment or service.  A tandem SAR shall be exercisable only while
the Option to which it is related is exercisable.


 


(iv)          Grants to Non-Exempt Employees.  SARs granted to persons who are non-exempt
employees under the Fair Labor Standards Act of 1938, as amended, may not be
exercisable for at least six months after the date of grant (except that such
SARs may become exercisable, as determined by the Committee, upon the
Participant’s death, Disability or retirement, or upon a Change in Control or
other circumstances permitted by applicable regulations).


 


(v)           Value of SARs.  When a Participant exercises SARs, the
Participant shall receive in settlement of such SARs an amount equal to the
value of the stock appreciation for the number of SARs exercised.  The stock appreciation for an SAR is the
amount by which the Fair Market Value of the underlying Company Stock on the
date of exercise of the SAR exceeds the base amount of the SAR as described in
subsection (i).


 


(vi)          Form of Payment.  The Committee shall determine whether the
stock appreciation for an SAR shall be paid in the form of shares of Company
Stock, cash or a


 


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combination of the two.  For purposes of calculating the number of
shares of Company Stock to be received, shares of Company Stock shall be valued
at their Fair Market Value on the date of exercise of the SAR.  If shares of Company Stock are to be received
upon exercise of an SAR, cash shall be delivered in lieu of any fractional
share.


 


(b)           Other Stock-Based Awards.  The Committee may grant other awards not
specified in Sections 7, 8 or 9 or subsection (a) above that are based on or
measured by Company Stock to Employees and Non-Employee Directors, on such
terms and conditions as the Committee deems appropriate.  Other Stock-Based Awards may be granted
subject to achievement of performance goals or other conditions and may be
payable in Company Stock or cash, or in a combination of the two, as determined
by the Committee in the Grant Agreement.


 


11.          Dividend Equivalents


 


(a)           General Requirements.  When the Committee makes a Grant under the
Plan, the Committee may grant Dividend Equivalents in connection with the
Grant, under such terms and conditions as the Committee deems appropriate under
this Section 11.  Dividend Equivalents
may be paid to Participants currently or may be deferred, as determined by the
Committee.  All Dividend Equivalents that
are not paid currently shall be credited to bookkeeping accounts on the Company’s
records for purposes of the Plan. 
Dividend Equivalents may be accrued as a cash obligation, or may be
converted to Stock Units for the Participant, and deferred Dividend Equivalents
may accrue interest, all as determined by the Committee.  The Committee may provide that Dividend
Equivalents shall be payable based on the achievement of specific performance
goals.


 


(b)           Payment with Respect to Dividend
Equivalents.  Dividend Equivalents
may be payable in cash or shares of Company Stock or in a combination of the
two, as determined by the Committee.


 


12.                               Qualified
Performance-Based Compensation


 


(a)           Designation as Qualified
Performance-Based Compensation.  The
Committee may determine that Stock Units, Stock Awards, Dividend Equivalents or
Other Stock-Based Awards granted to an Employee shall be considered “qualified
performance-based compensation” under section 162(m) of the Code, in which case
the provisions of this Section 12 shall apply. 
The Committee may also grant Options or SARs under which the
exercisability of the Options is subject to achievement of performance goals as
described in this Section 12 or otherwise.


 


(b)           Performance Goals.  When Grants are made under this Section 12,
the Committee shall establish in writing (i) the objective performance goals
that must be met, (ii) the period during which performance will be measured,
(iii) the maximum amounts that may be paid if the performance goals are met,
and (iv) any other conditions that the Committee deems appropriate and
consistent with the requirements of section 162(m) of the Code for “qualified
performance-based compensation.”  The
performance goals shall satisfy the requirements for “qualified
performance-based compensation,” including the requirement that the achievement
of the goals


 


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be substantially uncertain at the time they are
established and that the performance goals be established in such a way that a
third party with knowledge of the relevant facts could determine whether and to
what extent the performance goals have been met.  The Committee shall not have discretion to
increase the amount of compensation that is payable, but may reduce the amount
of compensation that is payable, pursuant to Grants identified by the Committee
as “qualified performance-based compensation.”


 


(c)           Criteria Used for Objective
Performance Goals.  The Committee
shall use objectively determinable performance goals based on one or more of
the following criteria:  stock price,
earnings per share, price-earnings multiples, net earnings, operating earnings,
revenue, number of days sales outstanding in accounts receivable, productivity,
margin, EBITDA (earnings before interest, taxes, depreciation and
amortization), net capital employed, return on assets, shareholder return,
return on equity, return on capital employed, growth in assets, unit volume,
sales, cash flow, market share, relative performance to a comparison group
designated by the Committee, or strategic business criteria consisting of one
or more objectives based on meeting specified revenue goals, market penetration
goals, customer growth, geographic business expansion goals, cost targets or
goals relating to acquisitions or divestitures. 
The performance goals may relate to one or more business units or the
performance of the Company as a whole, or any combination of the
foregoing.  Performance goals need not be
uniform as among Participants.


 


(d)           Timing of Establishment of Goals.
The Committee shall establish the performance goals in writing either before
the beginning of the performance period or during a period ending no later than
the earlier of (i) 90 days after the beginning of the performance period or
(ii) the date on which 25% of the performance period has been completed, or
such other date as may be required or permitted under applicable regulations
under section 162(m) of the Code.


 


(e)           Certification of Results.  The Committee shall certify the performance
results for the performance period specified in the Grant Agreement after the
performance period ends.  The Committee shall
determine the amount, if any, to be paid pursuant to each Grant based on the
achievement of the performance goals and the satisfaction of all other terms of
the Grant Agreement.


 


(f)            Death, Disability or Other
Circumstances.  The Committee may
provide in the Grant Agreement that Grants under this Section 12 shall be
payable, in whole or in part, in the event of the Participant’s death or
disability, a Change in Control or under other circumstances consistent with
the Treasury regulations and rulings under section 162(m) of the Code.


 


13.                               Deferrals


 


The Committee may permit or require a Participant to
defer receipt of the payment of cash (including dividend equivalents) or the
delivery of shares that would otherwise be due to the Participant in connection
with any Grant.  The Committee shall
establish rules and procedures for any such deferrals, consistent with
applicable requirements of section 409A of the Code.


 


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14.                               Withholding
of Taxes


 


(a)           Required Withholding.  All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements.  The Company may require
that the Participant or other person receiving or exercising Grants pay to the
Company the amount of any federal, state or local taxes that the Company is
required to withhold with respect to such Grants, or the Company may deduct
from other wages paid by the Company the amount of any withholding taxes due
with respect to such Grants.


 


(b)           Election to Withhold Shares.  If the Committee so permits, a Participant
may elect to satisfy the Company’s tax withholding obligation with respect to
Grants paid in Company Stock by having shares withheld, at the time such Grants
become taxable, up to an amount that does not exceed the minimum applicable
withholding tax rate for federal (including FICA), state and local tax
liabilities.  The election must be in a
form and manner prescribed by the Committee.


 


15.                               Transferability
of Grants


 


(a)           Restrictions on Transfer.  Except as described in subsection (b) below,
only the Participant may exercise rights under a Grant during the Participant’s
lifetime, and a Participant may not transfer those rights except by will or by
the laws of descent and distribution.  When
a Participant dies, the personal representative or other person entitled to
succeed to the rights of the Participant may exercise such rights.  Any such successor must furnish proof
satisfactory to the Company of his or her right to receive the Grant under the
Participant’s will or under the applicable laws of descent and distribution.


 


(b)           Transfer of Nonqualified Stock
Options to or for Family Members. 
Notwithstanding subsection (a) above, the Committee may provide, in a
Grant Agreement, that a Participant may transfer Nonqualified Stock Options to
family members, or one or more trusts or other entities for the benefit of or
owned by family members, consistent with the applicable securities laws,
according to such terms as the Committee may determine; provided that the
Participant receives no consideration for the transfer of an Option and the
transferred Option shall continue to be subject to the same terms and
conditions as were applicable to the Option immediately before the transfer.


 


16.                               Consequences
of a Change in Control


 


(a)           In the event of a Change in Control,
the Committee may take any one or more of the following actions with respect to
some or all outstanding Grants, without the consent of any Participant: (i) the
Committee may determine that outstanding Options and SARs shall be fully
exercisable, and restrictions on outstanding Stock Awards and Stock Units shall
lapse, as of the date of the Change in Control or at such other time as the
Committee determines, (ii) the Committee may require that Participants
surrender their outstanding Options and SARs in exchange for one or more
payments by the Company, in cash or Company Stock as determined by the
Committee, in an amount equal to the amount by which the then Fair Market Value
of the shares of Company Stock subject to the Participant’s unexercised Options
and SARs exceeds the


 


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Exercise Price, or Base Amount, as applicable, if any,
and on such terms as the Committee determines, (iii) after giving Participants
an opportunity to exercise their outstanding Options and SARs, the Committee
may terminate any or all unexercised Options and SARs at such time as the
Committee deems appropriate, (iv) with respect to Participants holding Stock
Units, Other Stock-Based Awards or Dividend Equivalents, the Committee may
determine that such Participants shall receive one or more payments in
settlement of such Stock Units, Other Stock-Based Awards or Dividend
Equivalents, in such amount and form and on such terms as may be determined by
the Committee, (v) if the Company is the surviving corporation, the Committee
may determine that Grants will remain outstanding after the Change in Control,
or (vi) if the Company is not the surviving corporation, the Committee may
determine that Grants that remain outstanding after the Change in Control shall
be converted to similar grants of the surviving corporation (or a parent or
subsidiary of the surviving corporation). 
Such acceleration, surrender, termination, settlement or conversion
shall take place as of the date of the Change in Control or such other date as
the Committee may specify.


 


(b)           Other Transactions.  The Committee may provide in a Grant
Agreement that a sale or other transaction involving a subsidiary or other
business unit of the Company shall be considered a Change in Control for
purposes of a Grant, or the Committee may establish other provisions that shall
be applicable in the event of a specified transaction.


 


17.                               Requirements
for Issuance of Shares


 


No Company Stock shall be issued in connection with
any Grant hereunder unless and until all legal requirements applicable to the
issuance of such Company Stock have been complied with to the satisfaction of
the Committee.  The Committee shall have
the right to condition any Grant made to any Participant hereunder on such
Participant’s undertaking in writing to comply with such restrictions on his or
her subsequent disposition of such shares of Company Stock as the Committee
shall deem necessary or advisable, and certificates representing such shares
may be legended to reflect any such restrictions.  Certificates representing shares of Company
Stock issued under the Plan will be subject to such stop-transfer orders and
other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed
thereon.  Except as determined under
Section 9(a), no Participant shall have any right as a shareholder with respect
to Company Stock covered by a Grant until shares have been issued to the
Participant.


 


18.                               Amendment
and Termination of the Plan


 


(a)           Amendment.  The Board may amend or terminate the Plan at
any time; provided, however, that the Board shall not amend the Plan without
approval of the stockholders of the Company if such approval is required in
order to comply with the Code or applicable laws, or to comply with applicable
stock exchange requirements.  No
amendment or termination of this Plan shall, without the consent of the
Participant, materially impair any rights or obligations under any Grant
previously made to the Participant under the Plan, unless such right has been
reserved in the Plan or the Grant Agreement, or except as provided in Section
19(b) below.  Notwithstanding anything in
the Plan to the contrary, the Board may amend the Plan in such manner as it
deems appropriate in the event of a change in applicable law or regulations.


 


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(b)           No Repricing Without Stockholder
Approval.  Notwithstanding anything
in the Plan to the contrary, the Committee may not reprice Options, nor may the
Board amend the Plan to permit repricing of Options, unless the stockholders of
the Company provide prior approval for such repricing.  The term “repricing” shall have the meaning
given that term in Section 303A(8) of the New York Stock Exchange Listed
Company Manual, as in effect from time to time.


 


(c)           Stockholder Approval for “Qualified
Performance-Based Compensation.”  If
Grants are made under Section 12 above, the Plan must be reapproved by the
Company’s stockholders no later than the first stockholders meeting that occurs
in the fifth year following the year in which the stockholders previously
approved the provisions of Section 12, if additional Grants are to be made
under Section 12 and if required by section 162(m) of the Code or the
regulations thereunder.


 


(d)           Termination of Plan.  The Plan shall terminate on May 7, 2017,
unless the Plan is terminated earlier by the Board or is extended by the Board
with the approval of the stockholders. 
The termination of the Plan shall not impair the power and authority of
the Committee with respect to an outstanding Grant.


 


19.                               Miscellaneous


 


(a)           Grants in Connection with
Corporate Transactions and Otherwise. 
Nothing contained in this Plan shall be construed to (i) limit the right
of the Committee to make Grants under this Plan in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including Grants to
employees thereof who become Employees, or for other proper corporate purposes,
or (ii) limit the right of the Company to grant stock options or make other
stock-based awards outside of this Plan. 
Without limiting the foregoing, the Committee may make a Grant to an
employee of another corporation who becomes an Employee by reason of a
corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company in substitution for a grant
made by such corporation.  The terms and
conditions of the Grants may vary from the terms and conditions required by the
Plan and from those of the substituted stock incentives, as determined by the
Committee


 


(b)           Compliance with Law.  The Plan, the exercise of Options and the
obligations of the Company to issue or transfer shares of Company Stock under
Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required.  With respect to persons subject to section 16
of the Exchange Act, it is the intent of the Company that the Plan and all
transactions under the Plan comply with all applicable provisions of Rule 16b-3
or its successors under the Exchange Act. 
In addition, it is the intent of the Company that Incentive Stock
Options comply with the applicable provisions of section 422 of the Code, that
Grants of “qualified performance-based compensation” comply with the applicable
provisions of section 162(m) of the Code and that, to the extent applicable,
Grants comply with the requirements of section 409A of the Code.  To the extent that any legal requirement of
section 16 of the Exchange Act or section 422, 162(m) or 409A of the Code as
set forth in the Plan ceases to be required under section 16 of the Exchange
Act or section 422, 162(m) or 409A of the Code,


 


15





















 


that Plan provision shall cease to apply.  The Committee may revoke any Grant if it is
contrary to law or modify a Grant to bring it into compliance with any valid
and mandatory government regulation.  The
Committee may also adopt rules regarding the withholding of taxes on payments
to Participants.


 


(c)           Enforceability.  The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.


 


(d)           Funding of the Plan; Limitation on
Rights.  This Plan shall be
unfunded.  The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Grants under this Plan.  Nothing contained in the Plan and no action
taken pursuant hereto shall create or be construed to create a fiduciary
relationship between the Company and any Participant or any other person.  No Participant or any other person shall
under any circumstances acquire any property interest in any specific assets of
the Company.  To the extent that any
person acquires a right to receive payment from the Company hereunder, such
right shall be no greater than the right of any unsecured general creditor of
the Company.


 


(e)           Rights of Participants.  Nothing in this Plan shall entitle any
Employee, Non-Employee Director or other person to any claim or right to
receive a Grant under this Plan.  Neither
this Plan nor any action taken hereunder shall be construed as giving any
individual any rights to be retained by or in the employment or service of the
Employer.


 


(f)            No Fractional Shares.  No fractional shares of Company Stock shall
be issued or delivered pursuant to the Plan or any Grant.  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.


 


(g)           Employees Subject to Taxation
Outside the United States.  With
respect to Participants who are subject to taxation in countries other than the
United States, the Committee may make Grants on such terms and conditions as
the Committee deems appropriate to comply with the laws of the applicable
countries, and the Committee may create such procedures, addenda and subplans
and make such modifications as may be necessary or advisable to comply with
such laws.


 


(h)           Governing Law.  The validity, construction, interpretation
and effect of the Plan and Grant Agreements issued under the Plan shall be
governed and construed by and determined in accordance with the laws of the
State of New York, without giving effect to the conflict of laws provisions
thereof.


 


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