ex101012208.htm


    


      Exhibit
        10.1

       

      


       

      
 

       

      MERIDIAN
        BIOSCIENCE, INC.

       

      2004
        EQUITY COMPENSATION PLAN

       

      As
        Amended and Restated

       

      Through

       

      January
        22, 2008

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

       

      
        
          	
                  Article
                    1

                	
                  OBJECTIVES

                	
                  1

                
	
                  Article
                    2

                	
                  DEFINITIONS

                	
                  1

                
	
                  Article
                    3

                	
                  ADMINISTRATION

                	
                  4

                
	
                  Article
                    4

                	
                  COMMON
                    SHARES SUBJECT TO PLAN

                	
                  5

                
	
                  Article
                    5

                	
                  DURATION
                    OF PLAN

                	
                  7

                
	
                  Article
                    6

                	
                  STOCK
                    OPTIONS

                	
                  7

                
	
                  Article
                    7

                	
                  STOCK
                    APPRECIATION RIGHTS

                	
                  10

                
	
                  Article
                    8

                	
                  RESTRICTED
                    AND UNRESTRICTED STOCK AWARDS

                	
                  10

                
	
                  Article
                    9

                	
                  PERFORMANCE
                    AWARDS

                	
                  11

                
	
                  Article
                    10

                	
                  OTHER
                    STOCK UNIT AWARDS

                	
                  13

                
	
                  Article
                    11

                	
                  TRANSFERABILITY
                    OF AWARDS

                	
                  13

                
	
                  Article
                    12

                	
                  TERMINATION
                    OF AWARDS

                	
                  14

                
	
                  Article
                    13

                	
                  DEFERRALS

                	
                  16

                
	
                  Article
                    14

                	
                  TERMINATION
                    OR AMENDMENT OF PLAN

                	
                  16

                
	
                  Article
                    15

                	
                  GENERAL
                    PROVISIONS

                	
                  16

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

MERIDIAN
        BIOSCIENCE, INC.

      2004
        EQUITY COMPENSATION PLAN

       

      ARTICLE
        1

      OBJECTIVES

       

      Meridian
        Bioscience, Inc. established this 2004 Equity Compensation Plan effective
        December 7, 2004 (the “Effective Date”). The Plan was Amended and Restated as of
        November 9, 2005 to reflect, among other things, changes in the number of
        Shares
        occasioned by the three-for-two split of the Common Shares which occurred
        September 2, 2005 and for other reasons on January 19, 2006 and January 22,
        2008.  The purposes of this Plan are to enable the Company and its
        Subsidiaries to compete successfully in retaining and attracting key employees,
        directors and advisors of outstanding ability, to stimulate the efforts of
        such
        persons toward the Company’s objectives and to encourage the identification of
        their interests with those of the Company’s shareholders.

       

      ARTICLE
        2

      DEFINITIONS

       

      For
        purposes of this Plan, the following terms shall have the following
        meanings:

       

      2.1.      “Advisor”
        means anyone who provides bona fide advisory or consultation services to
        the
        Company other than the offer or sale of securities in a capital-raising
        transaction.

       

      2.2.      “Award”
        means any one or more of the following: (a) Stock Options, (b) Stock
        Appreciation Rights, in tandem with Stock Options or free-standing; (c)
        Restricted Stock; (d) Performance Awards; and (e) other awards based in whole
        or
        in part by reference to or otherwise based on the Company’s Common Shares, or
        other securities of the Company or any Subsidiary.

       

      2.3.      “Award
        Agreement” means a written agreement setting forth the terms of an
        Award.

       

      2.4.      “Award
        Date” or “Grant Date” means the date designated by the Committee as the date
        upon which an Award is granted.

       

      2.5.      “Award
        Period” or “Term” means the period beginning on an Award Date and ending on the
        expiration date of such Award.

       

      2.6.      “Board”
        means the Board of Directors of the Company.

       

      2.7.      “Code”
        means the Internal Revenue Code of 1986, as amended, or any successor
        legislation.

       

      2.8.      “Committee”
        means the committee appointed by the Board and consisting of one or more
        Directors who qualify as Non-Employee Directors as defined by Rule
        16b-3(b)(3)(i). To the extent that it is desired that compensation resulting
        from an Awardbe
        excluded from the deduction limitation of Section 162(m) of the Code, all
        members of the Committee granting an Award also shall be “outside directors”
within the meaning of Section 162(m).

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      2.9.      “Covered
        Employee” means an employee covered by Section 162(m) of the Code, which as of
        the effective date of this Plan includes any individual who, on the last
        day of
        the taxable year is the Chief Executive Officer (or person acting in that
        capacity) or one of the four highest compensated Officers (other than the
        Chief
        Executive Officer) as determined under rules of the Securities and Exchange
        Commission.

       

      2.10.    “Director”
        means a member of the Board.

       

      2.11.    “Disability”
        means a “permanent and total disability” within the meaning of Section 22(e)(3)
        of the Code.

       

      2.12.    “Eligible
        Employee” means anyone, other than one who receives retirement benefits,
        consulting fees, honorariums, and the like from the Company, who performs
        services for the Company or a Subsidiary, including an Officer or Director
        of
        the Company or a Subsidiary, compensated on a regular basis by the Company
        or a
        Subsidiary.

       

      2.13.    “Fair
        Market Value” means the last closing price for a Common Share on the NYSE,
        NASDAQ or any stock exchange or national trading or quotation system on which
        such sales of Common Shares are reported. If the Common Shares are not so
        traded
        or reported, Fair Market Value shall be set under procedures established
        by the
        Committee.

       

      2.14.    “Incentive
        Option” means any Stock Option intended to be and designated as an “Incentive
        Stock Option” within the meaning of Section 422 of the Code or any successor
        provision.

       

      2.15.    “Non-Employee
        Director” means each Director of the Company or its subsidiaries, now serving as
        a Director or elected hereafter, who is not also an employee of the Company
        or
        any of its subsidiaries.

       

      2.16.    “Non-Qualified
        Option” means any Stock Option that is not an Incentive Option.

       

      2.17.    “Non-Tandem
        SAR” means a Stock Appreciation Right granted without reference to a Stock
        Option.

       

      2.18.    “Officer”
        means the president, principal financial officer, principal accounting officer,
        any vice president in charge of a principal business unit, division or function
        (such as sales, administration or finance) or any other officer who performs
        a
        significant policy-making function.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      2.19.    “Option
        Price” or “Exercise Price” means the price per Common Share at which a Common
        Share may be purchased upon the exercise of a Stock Option or an
        Award.

       

      2.20.    “Other
        Stock Unit Awards” shall have the meaning set forth in Section 10.1
        hereof.

       

      2.21.    “Participant”
        means a person to whom an Award has been made pursuant to this
        Plan.

       

      2.22.    “Performance
        Award” means an Award of a fixed number of Common Shares or cash conditioned
        upon meeting performance criteria granted to a Participant pursuant to Article
        9.

       

      2.23.    “Performance
        Period” means that period established by the Committee at the time any
        Performance Award is granted or at any time thereafter during which any
        performance goals established by the Committee with respect to such an Award
        are
        to be measured.

       

      2.24.    “Plan”
        means this 2004 Equity Compensation Plan, as amended from time to
        time.

       

      2.25.    “Reference
        Option” shall have the meaning set forth in Section 0 hereof.

       

      2.26.    “Restricted
        Period” means the period of not less than three years following the date of
        grant of any Restricted Stock Award, unless otherwise provided by the Committee
        in the related Award Agreement.

       

      2.27.    “Restricted
        Stock” means Common Shares issued pursuant to a Restricted Stock Award which are
        subject to the restrictions set forth in the related Award
        Agreement.

       

      2.28.    “Restricted
        Stock Award” means an Award of a fixed number of Common Shares to a Participant
        which is subject to forfeiture provisions and other conditions set forth
        in the
        Award Agreement.

       

      2.29.    “Retirement”
        means termination of employment or service from the Company, other than a
        termination for the reasons specified in Sections 12.1.3 or 12.1.4 and
        other than by death or Disability by an employee or a Director who is at
        least
        65 years of age, or 55 years of age with at least ten years of employment
        with,
        or service on the Board of, the Company or a Subsidiary.

       

      2.30.    “Rule
        16b-3” mean Securities and Exchange Commission Regulation Section 240.16b-3 or
        any corresponding successor regulation.

       

      2.31.    “Stock
        Appreciation Right” or “SAR” means the right to receive, for each unit of the
        SAR, cash and/or Common Shares equal in value to the excess of the
        FairMarket Value of one Common Share on the date of exercise
        of the SAR over the reference price per Common Share established on the Grant
        Date of the SAR

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      .

       

      2.32.    “Stock
        Option” means the right to purchase Common Shares granted pursuant to 0.

       

      2.33.    “Subsidiary”
        means any corporation, partnership, joint venture, or other entity of which
        the
        Company owns or controls, directly or indirectly, 25% or more of the outstanding
        voting stock, or comparable equity participation and voting power, or which
        the
        Company otherwise controls, by contract or any other means. However, when
        the
        term “Subsidiary” is used in the context of an Award of an Incentive Option, the
        applicable percentage shall be 50%. “Control” means the power to direct or cause
        the direction of the management and policies of a corporation or other
        entity.

       

      2.34.    “Tandem
        SAR” means a Stock Appreciation Right granted with reference to a Stock
        Option.

       

      2.35.    “Transfer”
        means alienation, attachment, sale, assignment, pledge, encumbrance, charge
        or
        other disposition; and the terms “Transferred” or “Transferable” have
        corresponding meanings.

       

      ARTICLE
        3

      ADMINISTRATION

       

      3.1.      Committee.  This
        Plan shall be administered and interpreted by the Committee.

       

      3.2.      Awards.  
        The Committee is authorized to grant (i) Stock Options; (ii) Stock Appreciation
        Rights, in tandem with Stock Options or free-standing; (iii) Restricted Stock;
        (iv) Common Shares conditioned upon meeting performance criteria; and (v)
        other
        awards based in whole or in part by reference to or otherwise based on the
        Company’s Common Shares, or other securities of the Company or any Subsidiaries
        (collectively, the “Awards”). In particular, the Committee shall have the
        authority:

       

      3.2.1      to
        select the persons to whom Awards may be granted;

       

      3.2.2      to
        determine the types and combinations of Awards to be granted;

       

      3.2.3      to
        determine the number of Common Shares or monetary units which may be subject
        to
        each Award;

       

      3.2.4      to
        determine the terms and conditions, not inconsistent with the terms of this
        Plan, of any Award, including, but not limited to, the term, price,
        exercisability, method of exercise, any restriction or limitation on Transfer,
        any vesting schedule or acceleration, the application of performance goals
        as
        set forth in Section 9.1.2, or any forfeiture provisions or waiver, regarding
        any Award, and the related Common Shares, based on such factors as the Committee
        shall determine; and

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      3.2.5      to
        modify or waive any restrictions or limitations contained in, and grant
        extensions to the terms of or accelerate the vesting of, any outstanding
        Award,
        as long as such modifications, waivers, extensions or accelerations are not
        inconsistent with the terms of this Plan for those Awards intended to be
        Incentive Options or meet the conditions of Section 162(m) of the Code, but
        no
        such changes shall impair the rights of any Participant without his or her
        consent.

       

      3.3.           
        Guidelines.  The
        Committee is authorized to adopt, alter and repeal administrative rules,
        guidelines and practices governing this Plan and perform all acts, including
        the
        delegation of its administrative responsibilities, as it deems advisable;
        to
        construe and interpret the terms and provisions of this Plan and any Award
        issued under this Plan; and to otherwise supervise the administration of
        this
        Plan. The Committee may correct any defect, supply any omission or reconcile
        any
        inconsistency in this Plan or in any related Award Agreement in the manner
        and
        to the extent it deems necessary to carry this Plan into effect.

       

      3.4.           
        Delegation of
        Authority.   The Committee may delegate its authority to
        Officers of the Company and its administrative duties to Officers or employees
        of the Company except with respect to persons who are senior Officers of
        the
        Company as defined by the Committee and except where performance goals for
        particular compensation grants are intended to be excluded from the deduction
        limitation imposed by Section 162(m) of the Code.

       

      3.5.           
        Decisions
        Final.   Any action, decision, interpretation or determination
        by or at the direction of the Committee concerning the application or
        administration of this Plan shall be final and binding upon all persons and
        need
        not be uniform with respect to its determination of recipients, amount, timing,
        form, terms or provisions.

       

      ARTICLE
        4

      COMMON
        SHARES SUBJECT TO
        PLAN

       

      4.1.           
        Common
        Shares.   Subject to adjustment as provided in Section 4.2, the
        number of Common Shares which may be issued under this Plan shall not exceed
        3,000,000 Common Shares. If any Award granted under this Plan shall expire,
        terminate or be canceled for any reason without having been exercised in
        full,
        the number of Common Shares not acquired that are subject to such Award shall
        again be available for future grants. The Committee may make such other
        determinations regarding the counting of Common Shares issued pursuant to
        this
        Plan as it deems necessary or advisable, provided that such determinations
        shall
        be permitted by law. Common Shares underlying a canceled Stock Option shall
        be
        counted against the maximum number of Common Shares for which Stock Options
        may
        be granted to an Eligible Employee or Advisor. The repricing of Stock Options
        shall be strictly prohibited under this Plan.

       

      4.2.           
        Adjustment
        Provisions.

       

      4.2.1      If
        the Company shall at any time after November 9, 2005 change the number of
        issued
        Common Shares, without new consideration to the Company, bystock
        dividend, split, combination, recapitalization, reorganization, exchange
        of
        Common Shares, liquidation or other change in
        corporate structure affecting the Common Shares, or make a distribution of
        cash
        or property which has a substantial impact on the value of issued Common
        Shares,
        the total number of Common Shares reserved for issuance under the Plan shall
        be
        appropriately adjusted and the number of Common Shares covered by each
        outstanding Award and the reference price or Fair Market Value for each
        outstanding Award shall be adjusted so that the aggregate consideration payable
        to the Company and the value of each such Award shall not be
        changed.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      4.2.2     The
        Committee may authorize the issuance, continuation or assumption of Awards
        or
        provide for other equitable adjustments after changes in the Common Shares
        resulting from any merger, consolidation, sale of assets, acquisition of
        property or stock, recapitalization, reorganization or similar occurrence
        in
        which the Company is the continuing or surviving entity, upon such terms
        and
        conditions as it may deem equitable and appropriate.

       

      4.3.           
        Merger, Dissolution
        or
        Liquidation.   Upon the dissolution or liquidation of the
        Company or any merger, consolidation, exchange or other transaction in which
        the
        Company is not the surviving entity or in which 75% or more of the outstanding
        Common Shares of the Company are converted into cash, other securities or
        other
        property, each outstanding Award shall terminate as of a date fixed by the
        Committee provided that not less than twenty days written notice of the date
        of
        expiration shall be given to each holder of an Award and each outstanding
        Award
        shall be fully vested and each such holder shall have the right during such
        period following notice to exercise the Award as to all or any part of the
        Common Shares for which it is exercisable.

       

      4.4.           
        Change of
        Control.   If a Participant’s employment or service is
        involuntarily terminated without cause (as determined by the Committee in
        its
        sole discretion) during the twenty-four month period following a Change in
        Control of the Company, all outstanding Awards shall become immediately
        exercisable in full. For purposes of this Agreement, a “Change in Control” of
        the Company shall be deemed to have occurred if (a) any “person,” as such term
        is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
        other than a trustee or other fiduciary holding securities under an employee
        benefit plan of the Company or William J. Motto and his heirs, lineal
        descendants, legatees and legal representatives of any of the foregoing and
        the
        trustee of any bona fide trust of which one or more of the foregoing are
        the
        sole beneficiaries or the grantors thereof, becomes the “beneficial owner,” as
        such term is defined in Rule 13d-3 under that Act, directly or indirectly,
        of
        securities of the Company representing 25% or more of the combined voting
        power
        of the Company’s then outstanding securities; or (b) during any period of one
        year (not including any period prior to the execution of this Agreement),
        individuals who at the beginning of such period constitute the Board and
        any new
        Director whose election by the Board or nomination for election by the Company’s
        shareholders was approved by a vote of at least two-thirds of the Directors
        then
        still in office who were either Directors at the beginning of the period
        or
        whose election or nomination for election was previously so approved, cease
        for
        any reason to constitute a majority thereof.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Notwithstanding
        any other provision of this Plan, in the event of a Change in Control, the
        Committee may, in its sole discretion, provide that each Stock Option or
        SAR
        shall, upon the occurrence of a Change in Control, be cancelled in exchange
        for
        a cash payment to be made within sixty days of the Change in Control in an
        amount equal to the amount by which the price per Common Share in connection
        with the Change in Control exceeds the purchase price per Common Share under
        the
        Award Agreement for any Stock Option or SAR multiplied by the number of Common
        Shares granted under the Award Agreement for any Stock Option or
        SAR.

       

      ARTICLE
        5

      DURATION
        OF
        PLAN

       

      This
        Plan
        shall terminate on the tenth anniversary of the Effective Date, unless
        terminated sooner by the Board pursuant to 0. The
        provisions of the Plan shall remain operative with respect to all outstanding
        Awards until their expiration.

       

      ARTICLE
        6

      STOCK
        OPTIONS

       

      6.1.           
        Grants.  Stock
        Options may be granted alone or in addition to other Awards granted under
        this
        Plan. Each Stock Option granted shall be designated as either a Non-Qualified
        Option or an Incentive Option and in each case such Stock Option may or may
        not
        include Stock Appreciation Rights. One or more Stock Options and/or Stock
        Appreciation Rights may be granted to any Eligible Employee or Advisor, except
        that no person shall receive during any 12-month period Non-Qualified Stock
        Options and Stock Appreciation Rights covering more than 112,500 Common Shares
        and only Non-Qualified Options may be granted to Advisors.

       

      6.2.           
        Incentive
        Options.  Any Stock Option designated by the Committee as an
        Incentive Option will be subject to the general provisions applicable to
        all
        Stock Options granted under the Plan plus the following specific
        provisions:

       

      6.2.1    
          If an Incentive Option is granted to a person who owns, directly or
        indirectly, stock representing more than 10% of (i) the total combined voting
        power of all classes of stock of the Company and its Subsidiaries, or (ii)
        a
        corporation that owns 50% or more of the total combined voting power of all
        classes of stock of the Company, then

       

      6.2.1.1   the
        Option Price must equal at least 110% of the Fair Market Value on the Grant
        Date; and

       

      6.2.1.2   the
        Term of the Incentive Option shall not be greater than five years from the
        Grant
        Date.

       

      6.2.2      
        The aggregate Fair Market Value of Common Shares, determined at the Grant
        Date,
        with respect to Incentive Options that may be exercised for the first time
        by
        any individual during any calendar year under this Plan or any other plan
        maintained by the Company and its Subsidiaries shall not exceed $100,000.
        To the
        extent that the aggregate Fair Market Value of Common Shares with respect
        to
        which IncentiveOptions
        are exercisable for the first time by any individual during any calendar
        year,
        under all plans of the Company and its Subsidiaries, exceeds $100,000, such
        Incentive Options shall be treated as Non-Qualified Options.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      6.2.3        Qualification
        under the
        Code.   Notwithstanding anything in this Plan to the contrary,
        no term of this Plan relating to Incentive Options shall be interpreted,
        amended
        or altered, nor shall any discretion or authority granted under this Plan
        be
        exercised, so as to disqualify this Plan under Section 422 of the Code, or,
        without the consent of the Participants affected, to disqualify any Incentive
        Option under Section 422 of the Code.

       

      6.2.4        Limitation
        on Incentive
        Options.   The aggregate number of Common Shares under this
        Plan that may be issued with respect to Incentive Options shall not exceed
        the
        total number of Shares authorized for the Plan.

       

      6.3.        Terms
        of Stock
        Options.   Except as otherwise required by Subsection 6.2,
        Stock Options granted under this Plan shall be subject to the following terms
        and conditions and shall be in such form and contain such additional terms
        and
        conditions, not inconsistent with the terms of this Plan pertaining to Incentive
        Options and options intended to meet the conditions of Section 162(m) of
        the
        Code, as the Committee shall deem desirable:

       

      6.3.1        Option
        Price.   The Option Price shall be determined by the Committee
        at the time of grant, except that no Incentive Option may be granted for
        an
        Option Price less than 100% of Fair Market Value on the Grant Date.

       

      6.3.2        Option
        Term.   The Option Term shall be fixed by the Committee, but no
        Incentive Option shall be exercisable more than ten years after its Award
        Date.

       

      6.3.3        Exercisability.  
        A Stock Option shall be exercisable at such time or times and subject to
        such
        terms and conditions as shall be specified in the Award Agreement, provided,
        however, that a Stock Option may not be exercised as to less than Twenty-Five
        Common Shares at any one time or the total number available for exercise
        at that
        time.

       

      6.3.4        Method
        of
        Exercise.   A Stock Option may be exercised in whole or in part
        at any time during its Term by giving written notice of exercise to the Company
        specifying the number of Common Shares to be purchased. Such notice shall
        be
        accompanied by payment in full of the Option Price in cash or through the
        tender
        of previously-owned Shares which for such purposes shall be valued at their
        Fair
        Market Value unless some other form of consideration is approved by the
        Committee. Once delivered, an exercise shall be irrevocable.

       

      6.3.5        
        Transferability
        of
        Stock Options.   Stock Options shall be Transferable as
        provided in Article 11.

       

      6.3.6        
        Termination.  
        Stock Options shall terminate in accordance with Article 12.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      6.3.7         Buyout
        and Settlement
        Provisions.   The Committee may at any time offer to buy out a
        Stock Option previously granted, based on such terms and conditions as the
        Committee shall establish; however, such terms shall not effectively reprice
        the
        options (offer to buy out option shall not exceed the difference between
        the
        Fair Market Value of the Common Share and the Exercise Price on the date
        of the
        offer) and in no event shall the Committee without approval of the Company's
        shareholders within twelve (12) months of the date of such Committee action,
        buy
        out a Stock Option previously granted with an Exercise Price on the date
        of such
        buy out greater than the Fair Market Value of the Common Shares underlying
        such
        Stock Option.

       

      6.4.           
        Award of Non-Qualified
        Options to Non-Employee Directors.

       

      6.4.1         Grants.
        Each
        Non-Employee Director shall be granted a Non-Qualified Option for 7,500 Common
        Shares, or such other number as may be determined by the Board of Directors
        from
        time to time, upon appointment or election as a Director and immediately
        after
        each subsequent Annual Shareholders’ Meeting if such person is serving as a
        Director at such time either by virtue of being re-elected or by virtue of
        serving a term in excess of one year. All grants shall be made on the date
        of
        the event giving rise to the Non-Qualified Option. Such grants shall continue
        until the number of Common Shares provided for in this Plan in Article 4
        are
        exhausted. The number of Common Shares specified herein shall be subject
        to
        change in accordance with the adjustment provisions provided by Section
        4.2.

       

      6.4.2        Terms
        and Conditions of
        Options Granted to Non-Employee Directors.

       

      6.4.2.1     The
        Term of all Options shall be ten years from the Award Date.

       

      6.4.2.2     The
        Option Price of all Options shall be the Fair Market Value of a Common Share
        on
        the Award Date.

       

      6.4.2.3     All
        Options shall become vested to the extent of 25% at the completion of each
        ninety day period following the date of grant.

       

      6.4.2.4     
        All Options shall be exercisable in the manner provided in Subsections 6.3.3
        and
        6.3.4.

       

      6.4.2.5     All
        Options shall be Transferable as provided in Article 11 and shall
        terminate only upon the expiration of their term or in accordance with Section
        6.4.3.

       

      6.4.3        Automatic
        Termination of
        Non-Qualified Option.   Notwithstanding anything contained
        herein to the contrary, if at any time a holder of an Option granted to a
        Non-Employee Director under this Plan becomes an employee, Officer or Director
        of or a consultant to an entity which the Committee determines is a competitor
        of the Company, such Option shall automatically terminate as of the date
        such
        conflicting relationship was established.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      6.4.4        The
        provisions of this Section 6.4 replace the 1999 Directors’ Stock Option
        Plan.

       

      ARTICLE
        7

      STOCK
        APPRECIATION
        RIGHTS

       

      7.1.          Grants. 
The
        Committee may, in its discretion, grant SARs to any Eligible Employee, Advisor
        and/or Non-Employee Director. A SAR may be granted either with or without
        reference to all or any part of a Stock Option. A “Tandem SAR” is a SAR granted
        with reference to a Stock Option (the “Reference Option”). A “Non-Tandem SAR” is
        a SAR granted without reference to a Stock Option. If the Reference Option
        is a
        Non-Qualified Option, a Tandem SAR may be granted at or after the date of
        the
        Reference Option; if the Reference Option is an Incentive Option, the Grant
        Date
        of a Tandem SAR must be the same as the Grant Date of the Reference Option.
        Any
        SAR shall have such terms and conditions, not inconsistent with this Plan,
        as
        are established by the Committee in connection with the Award.

       

      7.2.          Term. 
A
        Tandem
        SAR shall terminate and no longer be exercisable upon the termination of
        its
        Reference Option. A Non-Tandem SAR may have a term no longer than ten years
        from
        its Grant Date.

       

      7.3.          Exercise.  A
        Tandem SAR may only be exercisable at the times and, in whole or in part,
        to the
        extent that its Reference Option is exercisable. The exercise of a Tandem
        SAR
        shall automatically result in the surrender of the applicable portion of
        its
        Reference Option. A Non-Tandem SAR shall be exercisable in whole or in part
        as
        provided in its Award Agreement. Written notice of any exercise must be given
        in
        the form prescribed by the Committee.

       

      7.4.          Payment.  For
        purposes of payment of a SAR, the reference price per Common Share shall
        be the
        Option Price of the Reference Option in the case of a Tandem SAR and shall
        be
        the Fair Market Value of a Common Share on the Grant Date in the case of
        a
        Non-Tandem SAR. The Committee shall determine the form of payment.

       

      7.5.          Transferability
        and
        Termination.  SARs shall be Transferable as provided in Article
        11 and shall terminate in accordance with Article 12.

       

      ARTICLE
        8

      RESTRICTED
        AND UNRESTRICTED
        STOCK AWARDS

       

      8.1.          Grants
        of Restricted Stock
        Awards.   The Committee may, in its discretion, grant one or
        more Restricted Stock Awards to any Eligible Employee, Advisor and/or
        Non-Employee Director. Each Restricted Stock Award shall specify the number
        of
        Common Shares to be issued to the Participant, the date of such issuance,
        the
        price, if any (as required by applicable law), to be paid for such Common
        Shares
        by the Participant and the restrictions imposed on such Common Shares. The
        Committee may grant Restricted Stock Awards subject to the attainment of
        specified performance goals as set forth in Section 9.1.2, continued employment
        or such other limitations or restrictions as the Committee may
        determine.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      8.2.         
        Terms and Conditions
        of Restricted Stock Awards.   Restricted Stock Awards shall be
        subject to the following provisions:

       

      8.2.1       Issuance
        of Common
        Shares.   Common Shares of Restricted Stock may be issued
        immediately upon grant or upon vesting as determined by the
        Committee. 

       

      8.2.2      
        Stock Powers and Custody. 
If Common Shares of Restricted
        Stock are issued immediately upon grant, the
        Committee may require the Participant to deliver a stock power, endorsed
        in
        blank, relating to the Restricted Stock covered by such an Award. If any
        stock
        certificates are issued in respect of Common Shares of Restricted Stock awarded
        under this Plan, such certificates shall be registered in the name of the
        Participant and shall bear an appropriate legend referring to the terms,
        conditions and restrictions applicable to such Award. The Committee may also
        require that the certificates evidencing Restricted Stock be held in custody
        by
        the Company until the restrictions on them shall have lapsed.

       

      8.2.3        Shareholder
        Rights.  Unless otherwise determined by the Committee at the
        time of grant, Participants receiving Restricted Stock Awards shall not be
        entitled to dividend or voting rights for the Restricted Stock until they
        are
        fully vested.

       

      8.2.4      
        Termination of
        Employment.   Upon termination of employment during the
        Restricted Period, all Restricted Stock shall be forfeited, subject to such
        exceptions, if any, as are authorized by the Committee, as to termination
        of
        employment, Retirement, Disability, death or special circumstances.

       

      8.3.           
        Unrestricted Stock
        Awards.  The Committee may make awards of unrestricted Common
        Shares to key Eligible Employees, Advisors and/or Non-Employee Directors
        in
        recognition of outstanding achievements or contributions by such employees
        and/or advisors. Unrestricted Common Shares issued on a bonus basis may be
        issued for no cash consideration. Each certificate for unrestricted Common
        Shares shall be registered in the name of the Participant and delivered to
        the
        Participant.

       

      ARTICLE
        9

      PERFORMANCE
        AWARDS

       

      9.1.         
        Performance
        Awards.

       

      9.1.1     Grant.  
        The Committee may, in its discretion, grant Performance Awards to Eligible
        Employees and Advisors. A Performance Award shall consist of the right to
        receive either Common Shares or cash of an equivalent value, or a combination
        of
        both, at the end of a specified Performance Period or a fixed dollar amount
        payable in cash or Common Shares, or a combination of both, at the end of
        a
        specified Performance Period. The Committee shall determine the Eligible
        Employees and Advisors to whom and the time or times at which Performance
        Awards
        shall be granted, the number of Common Shares or the amount of cash to be
        awarded to any person, the duration of the period during which, and the
        conditions under which, a Participant’s Performance Award will vest, and the
        other terms and conditions of the Performance Award in addition to those
        set
        forth in Subsection 9.2

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      9.1.2     Criteria
        for
        Award.   The Committee may condition the grant or vesting of a
        Performance Award upon the attainment of specified performance goals, including
        but not limited to, appreciation in the Fair Market Value, book value or
        other
        measure of value of the Common Shares; the performance of the Company or
        groups
        within the Company based on increases in sales, earnings (which may include
        an
        add back for taxes, interest, and/or depreciation and amortization), operating
        earnings, profit margins, earnings per Common Share, cash flow, favorable
        comparison to established budgets, return on stockholders’ equity, return on
        assets, attainment of strategic and operational initiatives, market share,
        comparisons with various stock market indices, reduction in costs or a
        combination of such factors; personal performance measures or such other
        similar
        factors or criteria as the Committee shall determine

       

      9.2.        Terms
        and Conditions of
        Performance Awards.   Performance Awards shall be subject to
        the following terms and conditions:

       

      9.2.1     Dividends.  
        Unless otherwise determined by the Committee at the time of the grant of
        the
        Award, amounts equal to dividends declared during the Performance Period
        with
        respect to any Common Shares covered by a Performance Award will not be paid
        to
        the Participant.

       

      9.2.2     Payment.  
        Subject to the provisions of the Award Agreement and this Plan, at the
        expiration of the Performance Period, share certificates, cash or a combination
        of both, as the Committee may determine, shall be delivered to the Participant,
        or his or her legal representative or guardian, in a number or an amount
        equal
        to the vested portion of the Performance Award. Performance Awards may be
        paid
        in a lump sum or in installments following the close of the Performance Period
        or, in accordance with procedures established by the Committee, on a deferred
        basis.

       

      9.2.3     Transferability.  
        Performance Awards shall be Transferable as provided in Article 11.

       

      9.2.4     Termination
        of Employment or
        Advisory Relationship.   Subject to the applicable provisions
        of the Award Agreement and this Plan, upon termination of a Participant’s
        employment or advisory relationship with the Company or a Subsidiary for
        any
        reason during the Performance Period for a given Award, the Performance Award
        in
        question will vest or be forfeited in accordance with the terms and conditions
        established by the Committee.

       

      9.2.5     Tax
        Considerations.   The Committee may designate whether any
        Performance Award, either alone or in addition to other Awards granted under
        this Plan, being granted to any Eligible Employee or Advisor is intended
        to be
“performance-based compensation” as that term is used in Section 162(m) of the
        Code. Any such Awards designated to be “performance-based compensation” shall be
        conditioned on the achievement of one or more performance measures discussed
        herein or otherwise determined by the Committee, to the extent required by
        section 162(m) of the Code.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        10

      OTHER
        STOCK UNIT
        AWARDS

       

      10.1.      The
        Committee is authorized to grant to employees of the Company and its affiliates,
        either alone or in addition to other Awards granted under this Plan, Awards
        of
        Common Shares or other securities of the Company or any Subsidiary of the
        Company and other Awards that are valued in whole or in part by reference
        to, or
        are otherwise based on, Common Shares or other securities of the Company
        or any
        subsidiary of the Company (“Other Stock Unit Awards”). Other Stock Unit Awards
        may be paid in cash, Common Shares, other property or in a combination thereof,
        as the Committee shall determine.

       

      10.2.      The
        Committee shall determine the employees to whom Other Stock Unit Awards are
        to
        be made, the times at which such Awards are to be made, the number of Common
        Shares to be granted pursuant to such Awards and all other conditions of
        such
        Awards. The provisions of Other Stock Unit Awards need not be the same with
        respect to each recipient. The recipient shall not be permitted to sell,
        assign,
        transfer, pledge, or otherwise encumber the Common Shares or other securities
        which constitute Other Stock Unit Awards prior to the later of: (i) the date
        on
        which the Common Shares or other securities are issued, or (ii) the date
        on
        which any applicable restrictions, performance or deferral period lapses.
        Common
        Shares (including securities convertible into Common Shares) and other
        securities granted pursuant to Other Stock Unit Awards may be issued for
        no cash
        consideration or for such minimum consideration as may be required by applicable
        law. Common Shares (including securities convertible into Common Shares)
        and
        other securities purchased pursuant to purchase rights granted pursuant to
        Other
        Stock Unit Awards may be purchased for such consideration as the Committee
        shall
        determine, which price shall not be less than the Fair Market Value of such
        Common Shares or other securities on the Grant Date, unless the Committee
        otherwise elects. Unless the Committee determines otherwise to address specific
        considerations, Other Stock Unit Awards granted under this Plan shall have
        a
        vesting period of not less than one year.

       

      ARTICLE
        11

      TRANSFERABILITY
        OF
        AWARDS

       

      Awards
        and benefits payable under this Plan shall not be Transferable by the
        Participant during his or her lifetime and may not be assigned, exchanged,
        pledged, transferred or otherwise encumbered or disposed of except by will
        or
        the laws of descent and distribution or, in the case of an Incentive Option,
        except by a domestic relations order pursuant to Section 414(p)(1)(B) of
        the
        Code. Awards shall be exercisable during a Participant’s lifetime only as set
        forth in the preceding sentence by the Participant or, if permissible under
        applicable law, by the Participant’s guardian or legal
        representative.

       

      Notwithstanding
        the above, the Committee may, with respect to particular Awards, other than
        Incentive Options, establish or modify the terms of the Awards to allow the
        Awards to be Transferred, at the request of the Participant, to trusts
        established by the Participant or as to which the Participant is a grantor
        or to
        family members of theParticipant
        or otherwise for personal and tax planning purposes of the Participant. If
        the
        Committee allows such Transfer, such Awards shall not be exercisable for
        a
        period of not less than six months following the action of the Committee.
        To the
        extent the Committee action allowing such Transfer occurs within the last
        six
        months of the term of any Award granted under this Plan, other than an Incentive
        Option, the term of such Award shall automatically be extended for a period
        necessary to accommodate the exercise limitation discussed in the preceding
        sentence or by such other period as determined by the Committee. In no event
        can
        a SAR be Transferred if it was issued as a Tandem SAR with an Incentive Option
        as a Reference Option unless the SAR is Transferred with the Incentive Option
        and the Transfer satisfies the other terms of this Plan.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        12

      TERMINATION
        OF
        AWARDS

       

      12.1.     Termination
        of
        Awards.   All Awards issued under this Plan, except for those
        issued to Non-Employee Directors as provided in Section 6.4, shall terminate
        as
        follows:

       

      12.1.1    At
        Expiration of
        Term.   During any period of continuous employment or business
        relationship with the Company or a Subsidiary, an Award will be terminated
        only
        if it is fully exercised or if it has expired by its terms or by the terms
        of
        this Plan. For these purposes, any leave of absence approved by the Company
        shall not be deemed to be a termination of employment, nor shall such approved
        leave of absence toll the Term of any Award whereby the Term of an Award
        would
        be extended to account for the time of the approved leave of
        absence.

       

      12.1.2    Death,
        Disability or
        Retirement.   If a Participant’s employment by the Company or a
        Subsidiary terminates by reason of death, Disability or Retirement, or in
        the
        case of an advisory relationship if such business relationship terminates
        by
        reason of death or Disability, any Award held by such Participant, unless
        otherwise determined by the Committee at grant, shall be fully vested and
        may
        thereafter be exercised by the Participant or by the Participant’s beneficiary
        or legal representative, for a period of one year following termination of
        employment, death or Disability, and ninety days in the case of Retirement,
        or
        such longer period as the Committee may specify at or after grant in all
        cases
        other than Incentive Options, or until the expiration of the stated Term
        of such
        Award, whichever period is shorter.

       

      12.1.3    Termination
        for
        Cause.   Awards shall terminate immediately if employment is
        terminated for Cause or by voluntary action of the Participant without the
        consent of the Company. “Cause” is defined as including, but not limited to,
        theft of or intentional damage to the Company’s property, intentional harm to
        the Company’s reputation, material breach of the Participant’s duty of fidelity
        to the Company, excessive use of alcohol, the use of illegal drugs, the
        commission of a criminal act, willful violation of the Company’s policies, or
        trading in Common Shares for personal gain based on knowledge of the Company’s
        activities or results when such information is not available to the general
        public.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      12.1.4    Employment
        and
        Noncompetition Agreements.   If an individual holding an Award
        violates any term of any written employment, confidentiality or noncompetition
        agreement between the Company and that person, all existing Awards held by
        such
        person will terminate immediately. In addition, if at any time of such violation
        such person has exercised an Award for Common Shares but has not received
        certificates for the Common Shares to be issued, the Company may void the
        Award
        and its exercise. Any such actions by the Company shall be in addition to,
        and
        not in lieu of, any other rights or remedies available to the Company in
        such
        circumstances.

       

      12.1.5    Other.  Except
        as provided above in this Section 12.1, unless otherwise determined by the
        Committee at or after grant, if a Participant’s employment by, or business
        relationship with, the Company or a Subsidiary terminates for any reason
        other
        than death, as provided above, the Award will terminate on the earlier to
        occur
        of the stated expiration date or ninety days after termination of the employment
        or business relationship. If a Participant dies during the ninety day period
        following the termination of the employment or business relationship, any
        unexercised Award held by the Participant, or transferred by the Participant
        in
        accordance with Article 11, shall be exercisable, to the full extent that
        such
        Award was exercisable at the time of death, by the heirs, beneficiaries or
        legal
        representative of the estate of the Participant, for a period of one year
        after
        the date of termination of employment of the Participant or until the expiration
        of the stated term of the Award, whichever occurs first.

       

      12.2.      
        Acceleration of
        Vesting and Extension of Exercise Period Upon Termination.

       

      12.2.1    Notwithstanding
        anything contained in this Article 12, upon the termination of employment
        of a
        Participant who is not an Officer or Director of the Company, for reasons
        other
        than those provided in Sections 12.1.3 and 12.1.4, the Committee may, in
        its sole discretion, accelerate the vesting of all or part of any Awards
        held by
        such terminated Participant, or Transferred by the Participant in accordance
        with Article 11, so that such Awards are fully or partially exercisable as
        of
        the date of termination, and may also extend the permitted exercise period
        of
        such Awards for up to five years from the date of termination, but in no
        event
        longer than the original expiration date of such Award. Under the Code,
        extensions of the Term of Incentive Options will cause the Option to become
        non-qualified unless the exercise price is reset to be at least equal to
        the
        Fair Market Value on the date of extension and the other requirements of
        an
        Incentive Option are satisfied at that time.

       

      12.2.2    Except
        as provided in Section 12.2.1 or Section 4.2, in no event will the
        continuation of the exercisability of an Award beyond the date of termination
        of
        employment allow the Participant, or his or her beneficiaries or heirs, to
        accrue additional rights under the Plan, or to purchase more Common Shares
        through the exercise of an Award than could have been purchased on the date
        that
        employment was terminated.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      ARTICLE
        13

      DEFERRALS

       

      The
        Committee may permit recipients of Awards to defer the distribution of all
        or
        part of any Award in accordance with such terms and conditions as the Committee
        shall establish.

       

      ARTICLE
        14

      TERMINATION
        OR AMENDMENT OF
        PLAN

       

      Notwithstanding
        any other provisions hereof to the contrary, the Board may assume
        responsibilities otherwise assigned to the Committee and may at any time,
        amend,
        in whole or in part, any provisions of this Plan, or suspend or terminate
        it
        entirely; provided, however, that, unless otherwise required by law, the
        rights
        of a Participant with respect to any Awards granted prior to such amendment,
        suspension or termination may not be impaired without the consent of such
        Participant. No amendment shall, without shareholder approval, increase the
        number of Common Shares available under the Plan, increase the number of
        Common
        Shares for which Incentive Options may be granted, cause the Plan or any
        Award
        granted to Covered Employees under the Plan to fail to meet the conditions
        for
        exclusion of application of the $1,000,000 deduction limitation imposed by
        the
        Section 162(m) of the Code where the Award was granted with the intention
        of
        avoiding such limitations, or without the consent of the
        Participant.

       

      ARTICLE
        15

      GENERAL
        PROVISIONS

       

      15.1.     No
        Right to Continued
        Employment or Business Relationship.  Neither the establishment
        of the Plan nor the granting of any Award hereunder shall confer upon any
        Participant any right to continue in the employ of, or in any business
        relationship with, the Company or any Subsidiary, or interfere in any way
        with
        the right of the Company or any Subsidiary to terminate such employment or
        business relationship at any time.

       

      15.2.     No
        Right to
        Award.  No Eligible Employee, Advisor or Non-Employee Director
        shall have the right to be selected to receive an Award under this Plan or,
        having been so selected, to be selected to receive a future Award or Stock
        Option. Neither the Award nor any benefits arising out of this Plan shall
        constitute part of a Participant’s employment or service contract with the
        Company or any Affiliate and, accordingly, this Plan and the benefits hereunder
        may be terminated at any time in the sole and exclusive discretion of the
        Company without giving rise to liability on the part of the Company or any
        Affiliate for severance payments.

       

      15.3.     No
        Claim/Uniformity.  Except as provided in Section 6.4, no
        Eligible Employee, Advisor or Non-Employee Director shall have any claim
        to
        receive any Award under this Plan, and there is no obligation for uniformity
        of
        treatment of Participants under this Plan.

       

      15.4.     Acceptance
        of Award
        Agreement.  The prospective recipient of any Award under this
        Plan shall not, with respect to such Award, be deemed to have become a
        Participant, or to have any rights with respect to such Award, until and
        unless
        such recipient shall have accepted any Award Agreement or other instrument
        evidencing the Award.

       

      15.5.     Certificates
        for Common
        Shares.  All certificates for Common Shares delivered under
        this Plan pursuant to any Award shall be subject to such stock-transfer orders
        and other restrictions as the Committee may deem advisable under the rules,
        regulations and other requirements of the Securities and Exchange Commission,
        any stock exchange upon which the Common Shares are then listed, and any
        applicable federal or state securities law, and the Committee may cause a
        legend
        or legends to be put on any certificates to make appropriate reference to
        such
        restrictions.

       

      15.6.     No
        Offer to Sell
        Securities.  No Award granted hereunder shall be construed as
        an offer to sell securities of the Company, and no such offer shall be
        outstanding, unless and until the Committee in its sole discretion has
        determined that any such offer, if made, would comply with all applicable
        requirements of the federal securities laws and any other laws to which such
        offer, if made, would be subject.

       

      15.7.     Other
        Plans.  The value of, or income arising from, any Awards issued
        under this Plan shall not be treated as compensation for purposes of any
        pension, profit sharing, life insurance, Disability or other Retirement or
        welfare benefit plan now maintained or hereafter adopted by the Company or
        any
        Subsidiary, unless such plan specifically provides to the contrary. Nothing
        contained in this Plan shall prevent the Company from adopting other or
        additional compensation arrangements, subject to stockholder approval if
        such
        approval is required.

       

      15.8.     Withholding
        of
        Taxes.  The Company may deduct from any payment to be made
        pursuant to this Plan, or otherwise require, prior to the issuance or delivery
        of any Common Shares or the payment of any cash to a Participant, or at any
        time
        thereafter as requested by the Company (including without limitation at such
        time that a Participant makes an election under section 83(b) of the Code),
        payment by the Participant of any Federal, state, local or foreign taxes
        required by law to be withheld. The Company may withhold from payroll and/or
        any
        other amounts payable to the Participants all sums required to satisfy such
        tax
        obligations. In addition, the Committee may permit any such withholding
        obligations to be satisfied by reducing the number of Common Shares otherwise
        deliverable or by accepting the delivery of previously owned Common Shares.
        Any
        fraction of a Common Share required to satisfy such tax obligations shall
        be
        disregarded and the amount due shall be paid instead in cash by the
        Participant.

       

      15.9.     Reimbursement
        of
        Taxes.  The Committee may provide in its discretion that the
        Company may reimburse a Participant for federal, state, local and foreign
        tax
        obligations incurred as a result of the grant or exercise of an Award issued
        under this Plan.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      15.10.   Grants
        to Covered
        Employees.   Notwithstanding anything to the contrary in this
        Plan, Awards granted under the Plan to Covered Employees may be granted in
        a
        manner such that the Company’s income tax deduction for the compensation
        attributable to the Awards is not limited to the deduction restriction imposed
        by Section 162(m) of the Code (“Performance-Based Awards”).

       

      15.11.   Governing
        Law.   This Plan and actions taken in connection with it shall
        be governed by the laws of Ohio without regard to the principles of conflict
        of
        laws.

       

      15.12.   Liability.  
        No employee of the Company nor member of the Committee or the Board shall
        be
        liable for any action or determination taken or made in good faith with respect
        to this Plan or any Award granted hereunder and, to the fullest extent permitted
        by law, all employees and members shall be indemnified by the Company for
        any
        liability and expenses which may occur through any claim or cause of action
        arising under or in connection with this Plan or any Awards granted under
        this
        Plan.

       

      15.13.   Severability.
          If any provision of this Plan is or becomes invalid, illegal or
        unenforceable in any jurisdiction, or would disqualify this Plan or any Award
        under any law deemed applicable by the Committee, such provision shall be
        construed or deemed amended to conform to applicable laws or if it cannot
        be
        construed or deemed amended without, in the determination of the Committee,
        materially altering the intent of this Plan, it shall be stricken and the
        remainder of this Plan shall remain in full force and effect.

       

      15.14.   Shareholder
        Approval.   This Plan was approved by shareholders at the
        Company’s 2005 Annual Shareholders’ Meeting and amended in certain respects by
        the Board of Directors and restated January 22, 2008.