EX-10.3 2008 Omnibus Incentive Plan



 





EXHIBIT 10.3




 




 




 




 




 






MAKO SURGICAL CORP.




2008 OMNIBUS INCENTIVE PLAN




 




 




 




 




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page	 
	 	1.	 	 	PURPOSE	 	 	1	 
	 	2.	 	 	DEFINITIONS	 	 	1	 
	 	3.	 	 	ADMINISTRATION OF THE PLAN	 	 	6	 
	 	 	 	 	 	3.1.	 	 	Board
	 	 	6	 
	 	 	 	 	 	3.2.	 	 	Committee
	 	 	6	 
	 	 	 	 	 	3.3.	 	 	Terms of Awards
	 	 	7	 
	 	 	 	 	 	3.4.	 	 	No Liability
	 	 	7	 
	 	 	 	 	 	3.5.	 	 	Share Issuance/Book-Entry
	 	 	8	 
	 	4.	 	 	STOCK SUBJECT TO THE PLAN	 	 	8	 
	 	 	 	 	 	4.1.	 	 	Number of Shares Available for Awards
	 	 	8	 
	 	 	 	 	 	4.2.	 	 	Adjustments in Authorized Shares
	 	 	8	 
	 	 	 	 	 	4.3.	 	 	Share Usage
	 	 	8	 
	 	5.	 	 	EFFECTIVE DATE, DURATION AND AMENDMENTS	 	 	9	 
	 	 	 	 	 	5.1.	 	 	Effective Date
	 	 	9	 
	 	 	 	 	 	5.2.	 	 	Term
	 	 	9	 
	 	 	 	 	 	5.3.	 	 	Amendment and Termination of the Plan
	 	 	9	 
	 	6.	 	 	AWARD ELIGIBILITY AND LIMITATIONS	 	 	9	 
	 	 	 	 	 	6.1.	 	 	Service Providers and Other Persons
	 	 	9	 
	 	 	 	 	 	6.2.	 	 	Successive Awards and Substitute Awards
	 	 	10	 
	 	 	 	 	 	6.3.	 	 	Limitation on Shares of Stock Subject to Awards and Cash Awards
	 	 	10	 
	 	7.	 	 	AWARD AGREEMENT	 	 	10	 
	 	8.	 	 	TERMS AND CONDITIONS OF OPTIONS	 	 	11	 
	 	 	 	 	 	8.1.	 	 	Option Price
	 	 	11	 
	 	 	 	 	 	8.2.	 	 	Vesting
	 	 	11	 
	 	 	 	 	 	8.3.	 	 	Term.
	 	 	11	 
	 	 	 	 	 	8.4.	 	 	Termination of Service
	 	 	11	 
	 	 	 	 	 	8.5.	 	 	Limitations on Exercise of Option
	 	 	11	 
	 	 	 	 	 	8.6.	 	 	Method of Exercise
	 	 	12	 
	 	 	 	 	 	8.7.	 	 	Rights of Holders of Options
	 	 	12	 
	 	 	 	 	 	8.8.	 	 	Delivery of Stock Certificates
	 	 	12	 
	 	 	 	 	 	8.9.	 	 	Transferability of Options
	 	 	12	 
	 	 	 	 	 	8.10.	 	 	Family Transfers
	 	 	12	 
	 	 	 	 	 	8.11.	 	 	Limitations on Incentive Stock Options
	 	 	13	 
	 	 	 	 	 	8.12.	 	 	Notice of Disqualifying Disposition
	 	 	13	 
	 	9.	 	 	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	 	 	13	 
	 	 	 	 	 	9.1.	 	 	Right to Payment and Grant Price
	 	 	13	 
	 	 	 	 	 	9.2.	 	 	Other Terms
	 	 	13	 
	 	 	 	 	 	9.3.	 	 	Term
	 	 	14	 
	 	 	 	 	 	9.4.	 	 	Transferability of SARS
	 	 	14	 
	 	 	 	 	 	9.5.	 	 	Family Transfers
	 	 	14	 






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	 	 	 	 	 	 	 	 	 	 	Page	 
	 	10.	 	 	TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS	 	 	14	 
	 	 	 	 	 	10.1.	 	 	Grant of Restricted Stock or Stock Units
	 	 	14	 
	 	 	 	 	 	10.2.	 	 	Restrictions
	 	 	14	 
	 	 	 	 	 	10.3.	 	 	Restricted Stock Certificates
	 	 	15	 
	 	 	 	 	 	10.4.	 	 	Rights of Holders of Restricted Stock
	 	 	15	 
	 	 	 	 	 	10.5.	 	 	Rights of Holders of Stock Units
	 	 	15	 
	 	 	 	 	 	 	 	 	10.5.1. Voting and Dividend Rights
	 	 	15	 
	 	 	 	 	 	 	 	 	10.5.2. Creditor’s Rights
	 	 	15	 
	 	 	 	 	 	10.6.	 	 	Termination of Service
	 	 	15	 
	 	 	 	 	 	10.7.	 	 	Purchase of Restricted Stock
	 	 	16	 
	 	 	 	 	 	10.8.	 	 	Delivery of Stock
	 	 	16	 
	 	11.	 	 	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS	 	 	16	 
	 	12.	 	 	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK	 	 	16	 
	 	 	 	 	 	12.1.	 	 	General Rule
	 	 	16	 
	 	 	 	 	 	12.2.	 	 	Surrender of Stock
	 	 	16	 
	 	 	 	 	 	12.3.	 	 	Cashless Exercise
	 	 	17	 
	 	 	 	 	 	12.4.	 	 	Other Forms of Payment
	 	 	17	 
	 	13.	 	 	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	 	 	17	 
	 	 	 	 	 	13.1.	 	 	Dividend Equivalent Rights
	 	 	17	 
	 	 	 	 	 	13.2.	 	 	Termination of Service
	 	 	18	 
	 	14.	 	 	TERMS AND CONDITIONS OF PERFORMANCE SHARES, PERFORMANCE UNITS, PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS	 	 	18	 
	 	 	 	 	 	14.1.	 	 	Grant of Performance Units/Performance Shares
	 	 	18	 
	 	 	 	 	 	14.2.	 	 	Value of Performance Units/Performance Shares
	 	 	18	 
	 	 	 	 	 	14.3.	 	 	Earning of Performance Units/Performance Shares
	 	 	18	 
	 	 	 	 	 	14.4.	 	 	Form and Timing of Payment of Performance Units/Performance Shares
	 	 	18	 
	 	 	 	 	 	14.5.	 	 	Performance Conditions
	 	 	19	 
	 	 	 	 	 	14.6.	 	 	Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees
	 	 	19	 
	 	 	 	 	 	 	 	 	14.6.1 Performance Goals Generally
	 	 	19	 
	 	 	 	 	 	 	 	 	14.6.2 Timing For Establishing Performance Goals
	 	 	19	 
	 	 	 	 	 	 	 	 	14.6.3 Settlement of Awards; Other Terms
	 	 	19	 
	 	 	 	 	 	 	 	 	14.6.4 Performance Measures
	 	 	20	 
	 	 	 	 	 	 	 	 	14.6.5 Evaluation of Performance
	 	 	21	 
	 	 	 	 	 	 	 	 	14.6.6 Adjustment of Performance-Based Compensation
	 	 	21	 
	 	 	 	 	 	 	 	 	14.6.7 Board Discretion
	 	 	21	 
	 	 	 	 	 	14.7.	 	 	Status of Section Awards Under Code Section 162(m)
	 	 	22	 
	 	15.	 	 	PARACHUTE LIMITATIONS	 	 	22	 






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	 	 	 	 	 	 	 	 	 	 	Page	 
	 	16.	 	 	REQUIREMENTS OF LAW	 	 	23	 
	 	 	 	 	 	16.1.	 	 	General
	 	 	23	 
	 	 	 	 	 	16.2.	 	 	Rule 16b-3
	 	 	23	 
	 	17.	 	 	EFFECT OF CHANGES IN CAPITALIZATION	 	 	24	 
	 	 	 	 	 	17.1.	 	 	Changes in Stock
	 	 	24	 
	 	 	 	 	 	17.2.	 	 	Reorganization in Which the Company Is the Surviving Entity Which does not Constitute a Corporate Transaction
	 	 	24	 
	 	 	 	 	 	17.3.	 	 	Corporate Transaction
	 	 	25	 
	 	 	 	 	 	17.4.	 	 	Adjustments
	 	 	26	 
	 	 	 	 	 	17.5.	 	 	No Limitations on Company
	 	 	26	 
	 	18.	 	 	GENERAL PROVISIONS	 	 	26	 
	 	 	 	 	 	18.1.	 	 	Disclaimer of Rights
	 	 	26	 
	 	 	 	 	 	18.2.	 	 	Nonexclusivity of the Plan
	 	 	27	 
	 	 	 	 	 	18.3.	 	 	Withholding Taxes
	 	 	27	 
	 	 	 	 	 	18.4.	 	 	Captions
	 	 	27	 
	 	 	 	 	 	18.5.	 	 	Other Provisions
	 	 	27	 
	 	 	 	 	 	18.6.	 	 	Number and Gender
	 	 	28	 
	 	 	 	 	 	18.7.	 	 	Severability
	 	 	28	 
	 	 	 	 	 	18.8.	 	 	Governing Law
	 	 	28	 
	 	 	 	 	 	18.9.	 	 	Section 409A of the Code
	 	 	28	 






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MAKO SURGICAL CORP.




2008 OMNIBUS INCENTIVE PLAN




     MAKO Surgical Corp. , a Delaware corporation (the “Company”), sets forth herein the
terms of its 2008 Omnibus Incentive Plan (the “Plan”), as follows:




	1.	 	PURPOSE





     The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability
to attract and retain highly qualified officers, directors, key employees, and other persons, and
to motivate such persons to serve the Company and its Affiliates and to expend maximum effort to
improve the business results and earnings of the Company, by providing to such persons an
opportunity to acquire or increase a direct proprietary interest in the operations and future
success of the Company. To this end, the Plan provides for the grant of stock options, stock
appreciation rights, restricted stock, stock units, unrestricted stock, dividend equivalent rights,
and cash awards. Any of these awards may, but need not, be made as performance incentives to
reward attainment of annual or long-term performance goals in accordance with the terms hereof.
Stock options granted under the Plan may be non-qualified stock options or incentive stock options,
as provided herein, except that stock options granted to outside directors and any consultants or
adviser providing services to the Company or an Affiliate shall in all cases be non-qualified stock
options.




	2.	 	DEFINITIONS





     For purposes of interpreting the Plan and related documents (including Award Agreements), the
following definitions shall apply:



     2.1 “Affiliate” means, with respect to the Company, any company or other trade or business
that controls, is controlled by or is under common control with the Company within the meaning of
Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.
For purposes of granting stock options or stock appreciation rights, an entity may not be
considered an Affiliate if it results in noncompliance with Code Section 409A.



     2.2 “Annual Incentive Award” means an Award made subject to attainment of performance goals
(as described in Section 14) over a performance period of up to one year (the Company’s fiscal
year, unless otherwise specified by the Committee).



     2.3 “Award” means a grant of an Option, Stock Appreciation Right, Restricted Stock,
Unrestricted Stock, Stock Unit, Dividend Equivalent Rights, Performance Share, Performance Unit or
cash award under the Plan.



     2.4 “Award Agreement” means the written agreement between the Company and a Grantee that
evidences and sets out the terms and conditions of an Award.



 









 





     2.5 “Benefit Arrangement” shall have the meaning set forth in Section 15 hereof.



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



     2.7 “Cause” means, as determined by the Board and unless otherwise provided in an applicable
agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in
connection with the performance of duties; (ii) conviction of a criminal offense (other than minor
traffic offenses); or (iii) material breach of any term of any employment, consulting or other
services, confidentiality, intellectual property or non-competition agreements, if any, between the
Service Provider and the Company or an Affiliate.



     2.8 “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.



     2.9 “Committee” means a committee of, and designated from time to time by resolution of, the
Board, which shall be constituted as provided in Section 3.2.



     2.10
“Company” means MAKO Surgical Corp .



     2.11 “Corporate Transaction” means (i) the dissolution or liquidation of the Company or a
merger, consolidation, or reorganization of the Company with one or more other entities in which
the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the
Company to another person or entity, or (iii) any transaction (including without limitation a
merger or reorganization in which the Company is the surviving entity) which results in any person
or entity (other than persons who are stockholders or Affiliates immediately prior to the
transaction) owning 50% or more of the combined voting power of all classes of stock of the
Company.



     2.12 “Covered Employee” means a Grantee who is a covered employee within the meaning of
Section 162(m)(3) of the Code.



     2.13 “Disability” means the Grantee is unable to perform each of the essential duties of such
Grantee’s position by reason of a medically determinable physical or mental impairment which is
potentially permanent in character or which can be expected to last for a continuous period of not
less than 12 months; provided, however, that, with respect to rules regarding expiration of an
Incentive Stock Option following termination of the Grantee’s Service, Disability shall mean the
Grantee is unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than 12 months.



     2.14 “Dividend Equivalent Right” means a right, granted to a Grantee under Section 13 hereof,
to receive cash, Stock, other Awards or other property equal in value to dividends paid with
respect to a specified number of shares of Stock, or other periodic payments.



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     2.15
“Effective Date” means the later of January 9,
2008, the date the Plan is approved by the Board, and the
consummation of the initial public offering of the Company.



     2.16 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as
hereafter amended.



     2.17 “Fair Market Value” means the value of a share of Stock, determined as follows: if on
the Grant Date or other determination date the Stock is listed on an established national or
regional stock exchange, is admitted to quotation on The Nasdaq Stock Market, Inc. or is publicly
traded on an established securities market, the Fair Market Value of a share of Stock shall be the
closing price of the Stock on such exchange or in such market (if there is more than one such
exchange or market the Board shall determine the appropriate exchange or market) on the Grant Date
or such other determination date (or if there is no such reported closing price, the Fair Market
Value shall be the mean between the highest bid and lowest asked prices or between the high and low
sale prices on such trading day) or, if no sale of Stock is reported for such trading day, on the
next preceding day on which any sale shall have been reported. If the Stock is not listed on such
an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value
of the Stock as determined by the Board in good faith in a manner consistent with Code Section
409A.



     2.18 “Family Member” means a person who is a spouse, former spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive
relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or
employee), a trust in which any one or more of these persons have more than fifty percent of the
beneficial interest, a foundation in which any one or more of these persons (or the Grantee)
control the management of assets, and any other entity in which one or more of these persons (or
the Grantee) own more than fifty percent of the voting interests.



     2.19 “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of
which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes
eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified
by the Board.



     2.20 “Grantee” means a person who receives or holds an Award under the Plan.



     2.21 “Incentive Stock Option” means an “incentive stock option” within the meaning of Section
422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended
from time to time.



     2.22 “Non-qualified Stock Option” means an Option that is not an Incentive Stock Option.



     2.23 “Option” means an option to purchase one or more shares of Stock pursuant to the Plan.



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     2.24 “Option Price” means the exercise price for each share of Stock subject to an Option.



     2.25 “Other Agreement” shall have the meaning set forth in Section 15 hereof.



     2.26 “Outside Director” means a member of the Board who is not an officer or employee of the
Company.



     2.27 “Performance Award” means an Award made subject to the attainment of performance goals
(as described in Section 14) over a performance period of up to ten (10) years.



     2.28 “Performance-Based Compensation” means compensation under an Award that is intended to
satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to
Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean
that an Award which does not satisfy the requirements for performance-based compensation under Code
Section 162(m) does not constitute performance-based compensation for other purposes, including
Code Section 409A.



     2.29 “Performance Measures” means measures as described in Section 14 on which the performance
goals are based and which are approved by the Company’s shareholders pursuant to this Plan in order
to qualify Awards as Performance-Based Compensation.



     2.30 “Performance Period” means the period of time during which the performance goals must be
met in order to determine the degree of payout and/or vesting with respect to an Award.



     2.31 “Performance Share” means an Award under Section 14 herein and subject to the terms of
this Plan, denominated in Shares, the value of which at the time it is payable is determined as a
function of the extent to which corresponding performance criteria have been achieved.



     2.32 “Performance Unit” means an Award under Section 14 herein and subject to the terms of
this Plan, denominated in units, the value of which at the time it is payable is determined as a
function of the extent to which corresponding performance criteria have been achieved.



     2.33
“Plan” means this MAKO Surgical Corp, 2008 Omnibus Incentive Plan.



     2.34 “Purchase Price” means the purchase price for each share of Stock pursuant to a grant of
Restricted Stock or Unrestricted Stock.



     2.35 “Reporting Person” means a person who is required to file reports under Section 16(a) of
the Exchange Act.



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     2.36 “Restricted Stock” means shares of Stock, awarded to a Grantee pursuant to Section 10
hereof.



     2.37 “SAR Exercise Price” means the per share exercise price of an SAR granted to a Grantee
under Section 9 hereof.



     2.38 “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter
amended.



     2.39 “Service” means service as a Service Provider to the Company or an Affiliate. Unless
otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall
not result in interrupted or terminated Service, so long as such Grantee continues to be a Service
Provider to the Company or an Affiliate. Subject to the preceding sentence, whether a termination
of Service shall have occurred for purposes of the Plan shall be determined by the Board, which
determination shall be final, binding and conclusive.



     2.40 “Service Provider” means an employee, officer or director of the Company or an Affiliate,
or a consultant or adviser (who is a natural person) currently providing services to the Company or
an Affiliate.



     2.41
“Stock” means the common stock, par value $0.001 per share, of the Company.



     2.42 “Stock Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9
hereof.



     2.43 “Stock Unit” means a bookkeeping entry representing the equivalent of one share of Stock
awarded to a Grantee pursuant to Section 10 hereof.



     2.44 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of
Section 424(f) of the Code.



     2.45 “Substitute Awards” means Awards granted upon assumption of, or in substitution for,
outstanding awards previously granted by a company or other entity acquired by the Company or any
Affiliate or with which the Company or any Affiliate combines.



     2.46 “Ten Percent Stockholder” means an individual who owns more than ten percent
(10%) of the total combined voting power of all classes of outstanding stock of the Company, its
parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of
Section 424(d) of the Code shall be applied.



     2.47 “Unrestricted Stock” means an Award pursuant to Section 11 hereof.



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	3.	 	ADMINISTRATION OF THE PLAN





     3.1. Board



     The Board shall have such powers and authorities related to the administration of the Plan as
are consistent with the Company’s certificate of incorporation and by-laws and applicable law. The
Board shall have full power and authority to take all actions and to make all determinations
required or provided for under the Plan, any Award or any Award Agreement, and shall have full
power and authority to take all such other actions and make all such other determinations not
inconsistent with the specific terms and provisions of the Plan that the Board deems to be
necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All
such actions and determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in writing in
accordance with the Company’s certificate of incorporation and by-laws and applicable law. The
interpretation and construction by the Board of any provision of the Plan, any Award or any Award
Agreement shall be final, binding and conclusive.



     3.2. Committee.



     The Board from time to time may delegate to the Committee such powers and authorities related
to the administration and implementation of the Plan, as set forth in Section 3.1 above and other
applicable provisions, as the Board shall determine, consistent with the certificate of
incorporation and by-laws of the Company and applicable law.




     (i) Except as provided in Subsection (ii) and except as the Board may otherwise
determine, the Committee, if any, appointed by the Board to administer the Plan shall
consist of two or more Outside Directors of the Company who: (a) qualify as “outside
directors” within the meaning of Section 162(m) of the Code and who (b) meet such other
requirements as may be established from time to time by the Securities and Exchange
Commission for plans intended to qualify for exemption under Rule 16b-3 (or its successor)
under the Exchange Act and who (c) comply with the independence requirements of the stock
exchange on which the Common Stock is listed.




     (ii) The Board may also appoint one or more separate committees of the Board, each
composed of one or more directors of the Company who need not be Outside Directors, who may
administer the Plan with respect to employees or other Service Providers who are not
officers or directors of the Company, may grant Awards under the Plan to such employees or
other Service Providers, and may determine all terms of such Awards.



In the event that the Plan, any Award or any Award Agreement entered into hereunder provides for
any action to be taken by or determination to be made by the Board, such action may be taken or
such determination may be made by the Committee if the power and authority to do so has been
delegated to the Committee by the Board as provided for in this Section. Unless otherwise
expressly determined by the Board, any such action or
determination by the Committee shall be final, binding and conclusive. To the extent permitted by
law, the Committee may delegate its authority under the Plan to a member of the Board.



     3.3. Terms of Awards.



     Subject to the other terms and conditions of the Plan, the Board shall have full and final
authority to:



-6-









 





          (i) designate Grantees,



          (ii) determine the type or types of Awards to be made to a Grantee,



          (iii) determine the number of shares of Stock to be subject to an Award,



          (iv) establish the terms and conditions of each Award (including, but not limited to, the
exercise price of any Option, the nature and duration of any restriction or condition (or provision
for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the
shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify
Options as Incentive Stock Options),



          (v) prescribe the form of each Award Agreement evidencing an Award, and



          (vi) amend, modify, or supplement the terms of any outstanding Award. Such authority
specifically includes the authority, in order to effectuate the purposes of the Plan but without
amending the Plan, to modify Awards to eligible individuals who are foreign nationals or are
individuals who are employed outside the United States to recognize differences in local law, tax
policy, or custom. Notwithstanding the foregoing, no amendment, modification or supplement of any
Award shall, without the consent of the Grantee, impair the Grantee’s rights under such Award.



     The Company may retain the right in an Award Agreement to cause a forfeiture of the gain
realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in
conflict with any employment agreement, non-competition agreement, any agreement prohibiting
solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality
obligation with respect to the Company or any Affiliate thereof or otherwise in competition with
the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to
the Grantee. Furthermore, the Company may annul an Award if the Grantee is an employee of the
Company or an Affiliate thereof and is terminated for Cause as defined in the applicable Award
Agreement or the Plan, as applicable.



     Notwithstanding the foregoing, no amendment or modification may be made to an outstanding
Option or SAR which reduces the Option Price or SAR Exercise Price, either by lowering the Option
Price or SAR Exercise Price or by canceling the outstanding Option or SAR and granting a
replacement Option or SAR with a lower exercise price without the approval of the stockholders of
the Company, provided, that, appropriate adjustments may be made to outstanding Options and SARs
pursuant to Section 17.



     3.4. No Liability.



     No member of the Board or of the Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any Award or Award Agreement.



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     3.5. Share Issuance/Book-Entry



     Notwithstanding any provision of this Plan to the contrary, the issuance of the Stock under
the Plan may be evidenced in such a manner as the Board, in its discretion, deems appropriate,
including, without limitation, book-entry registration or issuance of one or more Stock
certificates.




	4.	 	STOCK SUBJECT TO THE PLAN





     4.1. Number of Shares Available for Awards



     The aggregate number of shares of Common Stock that may be issued pursuant to Awards after the
Effective Date shall not exceed one million eighty-four thousand
seven hundred three (1,084,703) shares, plus an annual
increase to be added on January 1st each year for a period of ten (10) years, commencing
on January 1, 2009 and ending on (and including) January 1,
2018, in an amount equal to the least of (i) four
percent (4%) of the total number of shares of Common Stock outstanding on December 31st of the
preceding calendar year (rounded down to the nearest whole share),
(ii) 2.5 million (2,500,000) shares and (iii) a number
of shares determined by the Board that is lesser than (i) and (ii). Shares may be issued in
connection with a merger or acquisition as permitted by NASD Rule 4350(i)(1)(A)(iii) or, if
applicable, NYSE Listed Company Manual Section 303A.08, or AMEX Company Guide Section 711 and such
issuance shall not reduce the number of shares available for issuance under the Plan.
Notwithstanding anything to the contrary in this Section 4.1, subject to the provisions of Section
17.1 relating to capitalization adjustments, the aggregate maximum number of shares of Common Stock
that may be issued pursuant to the exercise of Incentive Stock Options shall be one million eighty-four thousand
seven hundred three (1,084,703) shares of Common Stock, plus the amount of any increase in the number of
shares that may be available for issuance pursuant to Stock Awards pursuant to Section 4.1. Stock
issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent
permitted by applicable law, issued shares that have been reacquired by the Company.



     4.2. Adjustments in Authorized Shares



     The Board shall have the right to substitute or assume Awards in connection with mergers,
reorganizations, separations, or other transactions to which Section 424(a) of the Code applies.
The number of shares of Stock reserved pursuant to Section 4 shall be increased by the
corresponding number of Awards assumed and, in the case of a substitution, by the net increase in
the number of shares of Stock subject to Awards before and after the substitution.



     4.3. Share Usage



     Shares covered by an Award shall be counted as used as of the Grant Date. If any shares
covered by an Award are not purchased or are forfeited or expire, or if an Award otherwise
terminates without delivery of any Stock subject thereto or is settled in cash in lieu of shares,
then the number of shares of Stock counted against the aggregate number of shares available under
the Plan with respect to such Award shall, to the extent of any such forfeiture, termination or
expiration, again be available for making Awards under the Plan. Moreover, if the Option Price of
any Option granted under the Plan, or if pursuant to Section 18.3 the withholding obligation of any
Grantee with respect to an Option or other Award, is satisfied by tendering shares of Stock to the
Company (by either actual delivery or by attestation) or by withholding shares of Stock, such
tendered or withheld shares of Stock will again be available for issuance under the Plan.
Furthermore, the number of shares subject to an award of SARs will be counted against the aggregate
number of shares available for issuance under the Plan regardless of the number of shares actually
issued to settle the SAR upon exercise.



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	5.	 	EFFECTIVE DATE, DURATION AND AMENDMENTS





     5.1. Effective Date.



     The Plan shall be effective as of the Effective Date, subject to approval of the Plan by the
Company’s stockholders within one year of the Effective Date. Upon approval of the Plan by the
stockholders of the Company as set forth above, all Awards made under the Plan on or after the
Effective Date shall be fully effective as if the stockholders of the Company had approved the Plan
on the Effective Date. If the stockholders fail to approve the Plan within one year of the
Effective Date, any Awards made hereunder shall be null and void and of no effect.



     5.2. Term.



     The Plan shall terminate automatically ten (10) years after its adoption by the Board and may
be terminated on any earlier date as provided in Section 5.3.



     5.3. Amendment and Termination of the Plan



     The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to
any shares of Stock as to which Awards have not been made. An amendment shall be contingent on
approval of the Company’s stockholders to the extent stated by the Board, required by applicable
law or required by applicable stock exchange listing requirements. In addition, an amendment will
be contingent on approval of the Company’s stockholders if the amendment would: (i) materially
increase the benefits accruing to participants under the Plan, (ii) materially increase the
aggregate number of shares of Stock that may be issued under the Plan, or (iii) materially modify
the requirements as to eligibility for participation in the Plan. No Awards shall be made after
termination of the Plan. No amendment, suspension, or termination of the Plan shall, without the
consent of the Grantee, impair rights or obligations under any Award theretofore awarded under the
Plan.




	6.	 	AWARD ELIGIBILITY AND LIMITATIONS





     6.1. Service Providers and Other Persons



     Subject to this Section 6, Awards may be made under the Plan to: (i) any Service Provider to
the Company or of any Affiliate, including any Service Provider who is an officer or director of
the Company, or of any Affiliate, as the Board shall determine and designate from time to time and
(ii) any other individual whose participation in the Plan is determined to be in the best interests
of the Company by the Board.



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     6.2. Successive Awards and Substitute Awards.



     An eligible person may receive more than one Award, subject to such restrictions as are
provided herein. Notwithstanding Sections 8.1 and 9.1, the Option Price of an Option or the grant
price of an SAR that is a Substitute Award may be less than 100% of the Fair Market Value of a
share of Common Stock on the original date of grant; provided, that, the Option Price or grant
price is determined in accordance with the principles of Code Section 424 and the regulations
thereunder.



     6.3. Limitation on Shares of Stock Subject to Awards and Cash Awards.



     During any time when the Company has a class of equity security registered under Section 12 of
the Exchange Act and the transition period under Treasury Reg. section 1.162-27(f)(2) has lapsed or
does not apply:



          (i) the maximum number of shares of Stock subject to Options or SARs that can be awarded under
the Plan to any person eligible for an Award under Section 6 hereof is five hundred thousand
(500,000) per calendar year;



          (ii) the maximum number of shares that can be awarded under the Plan, other than pursuant to
an Option or SARs, to any person eligible for an Award under Section 6 hereof is two hundred fifty
thousand (250,000) per calendar year; and



          (iii) the maximum amount that may be earned as an Annual Incentive Award or other cash Award
in any calendar year by any one Grantee shall be $2,000,000 and the maximum amount that may be
earned as a Performance Award or other cash Award in respect of a performance period by any one
Grantee shall be $5,000,000.



     The preceding limitations in this Section 6.3 are subject to adjustment as provided in Section
17 hereof.




	7.	 	AWARD AGREEMENT





     Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form
or forms as the Board shall from time to time determine. Award Agreements granted from time to
time or at the same time need not contain similar provisions but shall be consistent with the terms
of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such
Options are intended to be Non-qualified Stock Options or Incentive Stock Options, and in the
absence of such specification such options shall be deemed Non-qualified Stock Options.




	8.	 	TERMS AND CONDITIONS OF OPTIONS





     8.1. Option Price



     The Option Price of each Option shall be fixed by the Board and stated in the Award Agreement
evidencing such Option. The Option Price of each Option shall be at least the Fair Market Value on
the Grant Date of a share of Stock; provided, however, that in the event that a
Grantee is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is
intended to be an Incentive Stock Option shall be not less than 110 percent of the Fair Market
Value of a share of Stock on the Grant Date. In no case shall the Option Price of any Option be
less than the par value of a share of Stock.



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     8.2. Vesting.



     Subject to Sections 8.3 and 17.3 hereof, each Option granted under the Plan shall become
exercisable at such times and under such conditions as shall be determined by the Board and stated
in the Award Agreement. For purposes of this Section 8.2, fractional numbers of shares of Stock
subject to an Option shall be rounded down to the next nearest whole number.



     8.3. Term.



     Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock
thereunder shall cease, upon the expiration of ten years from the date such Option is granted, or
under such circumstances and on such date prior thereto as is set forth in the Plan or as may be
fixed by the Board and stated in the Award Agreement relating to such Option; provided,
however, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted
to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the
expiration of five years from its Grant Date.



     8.4. Termination of Service.



     Each Award Agreement shall set forth the extent to which the Grantee shall have the right to
exercise the Option following termination of the Grantee’s Service. Such provisions shall be
determined in the sole discretion of the Board, need not be uniform among all Options issued
pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.



     8.5. Limitations on Exercise of Option.



     Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in
whole or in part, prior to the date the Plan is approved by the stockholders of the Company as
provided herein or after the occurrence of an event referred to in Section 17 hereof which results
in termination of the Option.



     8.6. Method of Exercise.



     An Option that is exercisable may be exercised by the Grantee’s delivery to the Company of
written notice of exercise on any business day, at the Company’s principal office, on the form
specified by the Company. Such notice shall specify the number of shares of Stock with respect to
which the Option is being exercised and shall be accompanied by payment in full of the Option Price
of the shares for which the Option is being exercised plus the amount (if any) of federal and/or
other taxes which the Company may, in its judgment, be required to withhold with respect to an
Award. The minimum number of shares of Stock with respect to which an Option may be exercised, in
whole or in part, at any time shall be the lesser of (i) 100 shares or such lesser number set forth
in the applicable Award Agreement and (ii) the maximum number of shares available for purchase
under the Option at the time of exercise.



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     8.7. Rights of Holders of Options



     Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising
an Option shall have none of the rights of a stockholder (for example, the right to receive cash or
dividend payments or distributions attributable to the subject shares of Stock or to direct the
voting of the subject shares of Stock ) until the shares of Stock covered thereby are fully paid
and issued to him. Except as provided in Section 17 hereof, no adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to the date of such
issuance.



     8.8. Delivery of Stock Certificates.



     Promptly after the exercise of an Option by a Grantee and the payment in full of the Option
Price, such Grantee shall be entitled to the issuance of a stock certificate or certificates
evidencing his or her ownership of the shares of Stock subject to the Option.



     8.9. Transferability of Options



     Except as provided in Section 8.10, during the lifetime of a Grantee, only the Grantee (or, in
the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may
exercise an Option. Except as provided in Section 8.10, no Option shall be assignable or
transferable by the Grantee to whom it is granted, other than by will or the laws of descent and
distribution.



     8.10. Family Transfers.



     If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or
part of an Option which is not an Incentive Stock Option to any Family Member. For the purpose of
this Section 8.10, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer
under a domestic relations order in settlement of marital property rights; or (iii) a transfer to
an entity in which more than fifty percent of the voting interests are owned by Family Members (or
the Grantee) in exchange for an interest in that entity. Following a transfer under this Section
8.10, any such Option shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer. Subsequent transfers of transferred Options are
prohibited except to Family
Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of
descent and distribution. The events of termination of Service of Section 8.4 hereof shall
continue to be applied with respect to the original Grantee, following which the Option shall be
exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.



     8.11. Limitations on Incentive Stock Options.



     An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is
an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically
provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market
Value (determined at the time the Option is granted) of the shares of Stock with respect to which
all Incentive Stock Options held by such Grantee become exercisable for the first time during any
calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates)
does not exceed $100,000. This limitation shall be applied by taking Options into account in the
order in which they were granted.



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     8.12. Notice of Disqualifying Disposition



     If any Grantee shall make any disposition of shares of Stock issued pursuant to the exercise
of an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to
certain disqualifying dispositions), such Grantee shall notify the Company of such disposition
within ten (10) days thereof.




	9.	 	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS





     9.1. Right to Payment and Grant Price.



     A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise
thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over
(B) the grant price of the SAR as determined by the Board. The Award Agreement for a SAR shall
specify the grant price of the SAR, which shall be at least the Fair Market Value of a share of
Stock on the date of grant. SARs may be granted in conjunction with all or part of an Option
granted under the Plan or at any subsequent time during the term of such Option, in conjunction
with all or part of any other Award or without regard to any Option or other Award; provided that
an SAR that is granted subsequent to the Grant Date of a related Option must have an SAR Price that
is no less than the Fair Market Value of one share of Stock on the SAR Grant Date.



     9.2. Other Terms.



     The Board shall determine at the date of grant or thereafter, the time or times at which and
the circumstances under which an SAR may be exercised in whole or in part (including based on
achievement of performance goals and/or future service requirements), the time or times at which
SARs shall cease to be or become exercisable following termination of Service or upon other
conditions, the method of exercise, method of
settlement, form of consideration payable in settlement, method by or forms in which Stock will be
delivered or deemed to be delivered to Grantees, whether or not an SAR shall be in tandem or in
combination with any other Award, and any other terms and conditions of any SAR.



     9.3. Term.



     Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, upon
the expiration of ten years from the date such SAR is granted, or under such circumstances and on
such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in
the Award Agreement relating to such SAR.



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     9.4. Transferability of SARS



     Except as provided in Section 9.5, during the lifetime of a Grantee, only the Grantee (or, in
the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may
exercise a SAR. Except as provided in Section 9.5, no SAR shall be assignable or transferable by
the Grantee to whom it is granted, other than by will or the laws of descent and distribution.



     9.5. Family Transfers.



     If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or
part of a SAR to any Family Member. For the purpose of this Section 9.5, a “not for value”
transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in
settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty
percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an
interest in that entity. Following a transfer under this Section 9.5, any such SAR shall continue
to be subject to the same terms and conditions as were applicable immediately prior to transfer.
Subsequent transfers of transferred SARs are prohibited except to Family Members of the original
Grantee in accordance with this Section 9.5 or by will or the laws of descent and distribution.




	10.	 	TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS





     10.1. Grant of Restricted Stock or Stock Units.



     Awards of Restricted Stock or Stock Units may be made for no consideration (other than par
value of the shares which is deemed paid by Services already rendered).



     10.2. Restrictions.



     At the time a grant of Restricted Stock or Stock Units is made, the Board may, in its sole
discretion, establish a period of time (a “restricted period”) applicable to such Restricted Stock
or Stock Units. Each Award of Restricted Stock or Stock Units may be subject to a
different restricted period. The Board may, in its sole discretion, at the time a grant of
Restricted Stock or Stock Units is made, prescribe restrictions in addition to or other than the
expiration of the restricted period, including the satisfaction of corporate or individual
performance objectives, which may be applicable to all or any portion of the Restricted Stock or
Stock Units as described in Article 14. Neither Restricted Stock nor Stock Units may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period
or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such
Restricted Stock or Stock Units.



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     10.3. Restricted Stock Certificates.



     The Company shall issue, in the name of each Grantee to whom Restricted Stock has been
granted, stock certificates representing the total number of shares of Restricted Stock granted to
the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide in an
Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the
Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the
restrictions lapse, or (ii) such certificates shall be delivered to the Grantee, provided,
however, that such certificates shall bear a legend or legends that comply with the
applicable securities laws and regulations and makes appropriate reference to the restrictions
imposed under the Plan and the Award Agreement.



     10.4. Rights of Holders of Restricted Stock.



     Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock shall
have the right to vote such Stock and the right to receive any dividends declared or paid with
respect to such Stock. The Board may provide that any dividends paid on Restricted Stock must be
reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock. All distributions, if any, received by a Grantee
with respect to Restricted Stock as a result of any stock split, stock dividend, combination of
shares, or other similar transaction shall be subject to the restrictions applicable to the
original Grant.



     10.5. Rights of Holders of Stock Units.



          10.5.1. Voting and Dividend Rights.



     Holders of Stock Units shall have no rights as stockholders of the Company. The Board may
provide in an Award Agreement evidencing a grant of Stock Units that the holder of such Stock Units
shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding
Stock, a cash payment for each Stock Unit held equal to the per-share dividend paid on the Stock.
Such Award Agreement may also provide that such cash payment will be deemed reinvested in
additional Stock Units at a price per unit equal to the Fair Market Value of a share of Stock on
the date that such dividend is paid.



          10.5.2. Creditor’s Rights.



     A holder of Stock Units shall have no rights other than those of a general creditor of the
Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the
terms and conditions of the applicable Award Agreement.



     10.6. Termination of Service.



     Unless the Board otherwise provides in an Award Agreement or in writing after the Award
Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Stock or Stock
Units held by such Grantee that have not vested, or with respect to which all applicable
restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon
forfeiture of Restricted Stock or Stock Units, the Grantee shall have no further rights with
respect to such Award, including but not limited to any right to vote Restricted Stock or any right
to receive dividends with respect to shares of Restricted Stock or Stock Units.



     10.7. Purchase of Restricted Stock.



     The Grantee shall be required, to the extent required by applicable law, to purchase the
Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate par
value of the shares of Stock represented by such Restricted Stock or (ii) the Purchase Price, if
any, specified in the Award Agreement relating to such Restricted Stock. The Purchase Price shall
be payable in a form described in Section 12 or, in the discretion of the Board, in consideration
for past Services rendered to the Company or an Affiliate.



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     10.8. Delivery of Stock.



     Upon the expiration or termination of any restricted period and the satisfaction of any other
conditions prescribed by the Board, the restrictions applicable to shares of Restricted Stock or
Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement, a
stock certificate for such shares shall be delivered, free of all such restrictions, to the Grantee
or the Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the Grantee’s
beneficiary or estate, shall have any further rights with regard to a Stock Unit once the share of
Stock represented by the Stock Unit has been delivered.




	11.	 	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS





     The Board may, in its sole discretion, grant (or sell at par value or such other higher
purchase price determined by the Board) an Unrestricted Stock Award to any Grantee pursuant to
which such Grantee may receive shares of Stock free of any restrictions (“Unrestricted Stock”)
under the Plan. Unrestricted Stock Awards may be granted or sold as described in the preceding
sentence in respect of past services and other valid consideration, or in lieu of, or in addition
to, any cash compensation due to such Grantee.




	12.	 	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK





     12.1. General Rule.



     Payment of the Option Price for the shares purchased pursuant to the exercise of an Option or
the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to
the Company.



     12.2. Surrender of Stock.



     To the extent the Award Agreement so provides, payment of the Option Price for shares
purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may be
made all or in part through the tender to the Company of shares of Stock, which shall be valued,
for purposes of determining the extent to which the Option Price or Purchase Price has been paid
thereby, at their Fair Market Value on the date of exercise or surrender.



     12.3. Cashless Exercise.



     With respect to an Option only (and not with respect to Restricted Stock), to the extent
permitted by law and to the extent the Award Agreement so provides, payment of the Option Price for
shares purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a
form acceptable to the Board) of an irrevocable direction to a licensed securities broker
acceptable to the Company to sell shares of Stock and to deliver all or part of the sales proceeds
to the Company in payment of the Option Price and any withholding taxes described in Section 18.3.



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     12.4. Other Forms of Payment.



     To the extent the Award Agreement so provides, payment of the Option Price for shares
purchased pursuant to exercise of an Option or the Purchase Price for Restricted Stock may be made
in any other form that is consistent with applicable laws, regulations and rules.




	13.	 	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS





     13.1. Dividend Equivalent Rights.



     A Dividend Equivalent Right is an Award entitling the recipient to receive credits based on
cash distributions that would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other award to which it relates) if such shares had been issued to and held by
the recipient. A Dividend Equivalent Right may be granted hereunder to any Grantee. The terms and
conditions of Dividend Equivalent Rights shall be specified in the grant. Dividend equivalents
credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be
reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any
such reinvestment shall be at Fair Market Value on the date of reinvestment. Dividend Equivalent
Rights may be settled in cash or Stock or a combination thereof, in a single installment or
installments, all determined in the sole discretion of the Board. A Dividend Equivalent Right
granted as a component of another Award may provide that such Dividend Equivalent Right shall be
settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award,
and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same
conditions as such other award. A
Dividend Equivalent Right granted as a component of another Award may also contain terms and
conditions different from such other award.



     13.2. Termination of Service.



     Except as may otherwise be provided by the Board either in the Award Agreement or in writing
after the Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights or
interest equivalents shall automatically terminate upon the Grantee’s termination of Service for
any reason.




	14.	 	TERMS AND CONDITIONS OF PERFORMANCE SHARES, PERFORMANCE UNITS, PERFORMANCE AWARDS AND ANNUAL
INCENTIVE AWARDS





     14.1. Grant of Performance Units/Performance Shares.



     Subject to the terms and provisions of this Plan, the Board, at any time and from time to
time, may grant Performance Units and/or Performance Shares to Participants in such amounts and
upon such terms as the Committee shall determine.



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     14.2. Value of Performance Units/Performance Shares.



     Each Performance Unit shall have an initial value that is established by the Board at
the time of grant. Each Performance Share shall have an initial value equal to the Fair Market
Value of a Share on the date of grant. The Board shall set performance goals in its discretion
which, depending on the extent to which they are met, will determine the value and/or number of
Performance Units/Performance Shares that will be paid out to the Participant.



     14.3. Earning of Performance Units/Performance Shares.



     Subject to the terms of this Plan, after the applicable Performance Period has ended, the
holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and
number of Performance Units/Performance Shares earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance goals
have been achieved.



     14.4. Form and Timing of Payment of Performance Units/Performance Shares.



     Payment of earned Performance Units/Performance Shares shall be as determined by the
Board and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Board, in its
sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in
shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance
Shares at the close of the applicable Performance Period,
or as soon as practicable after the end of the Performance Period. Any Shares may be granted
subject to any restrictions deemed appropriate by the Committee. The determination of the
Committee with respect to the form of payout of such Awards shall be set forth in the Award
Agreement pertaining to the grant of the Award.



     14.5. Performance Conditions.



     The right of a Grantee to exercise or receive a grant or settlement of any Award, and the
timing thereof, may be subject to such performance conditions as may be specified by the Board.
The Board may use such business criteria and other measures of performance as it may deem
appropriate in establishing any performance conditions. If and to the extent required under Code
Section 162(m), any power or authority relating to an Award intended to qualify under Code Section
162(m), shall be exercised by the Committee and not the Board.



     14.6. Performance Awards or Annual Incentive Awards Granted to Designated Covered
Employees.



     If and to the extent that the Board determines that an Award to be granted to a Grantee
who is designated by the Committee as likely to be a Covered Employee should qualify as
“performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or
settlement of such Award shall be contingent upon achievement of pre-established performance goals
and other terms set forth in this Section 14.6.



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          14.6.1. Performance Goals Generally.



          The performance goals for such Awards shall consist of one or more business criteria and
a targeted level or levels of performance with respect to each of such criteria, as specified by
the Committee consistent with this Section 14.6. Performance goals shall be objective and shall
otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the
requirement that the level or levels of performance targeted by the Committee result in the
achievement of performance goals being “substantially uncertain.” The Committee may determine that
such Awards shall be granted, exercised and/or settled upon achievement of any one performance goal
or that two or more of the performance goals must be achieved as a condition to grant, exercise
and/or settlement of such Awards. Performance goals may differ for Awards granted to any one
Grantee or to different Grantees.



          14.6.2. Timing For Establishing Performance Goals.



          Performance goals shall be established not later than 90 days after the beginning of any
performance period applicable to such Awards, or at such other date as may be required or permitted
for “performance-based compensation” under Code Section 162(m).



          14.6.3. Settlement of Awards; Other Terms.



          Settlement of such Awards shall be in cash, Stock, other Awards or other property, in the
discretion of the Committee. The Committee may, in its discretion, reduce the amount of a
settlement otherwise to be made in connection with such Awards. The Committee shall specify the
circumstances in which such Performance or Annual Incentive Awards shall be paid or forfeited in
the event of termination of Service by the Grantee prior to the end of a performance period or
settlement of Awards.



          14.6.4. Performance Measures.



          The performance goals upon which the payment or vesting of an Award to a Covered
Employee that is intended to qualify as Performance-Based Compensation shall be limited to the
following Performance Measures:



     (a) net earnings or net income;



     (b) operating earnings;



     (c) pretax earnings;



     (d) earnings per share;



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     (e) share price, including growth measures and total stockholder return;



     (f) earnings before interest and taxes;



     (g) earnings before interest, taxes, depreciation and/or amortization;



     (h) sales or revenue growth, whether in general, by type of product or service, or
by type of customer;



     (i) gross or operating margins;



     (j) return measures, including return on assets, capital, investment, equity, sales
or revenue;



     (k) cash flow, including operating cash flow, free cash flow, cash flow return on
equity and cash flow return on investment;



     (l) productivity ratios;



     (m) expense targets;



     (n) market share;



     (o) financial ratios as provided in credit agreements of the Company and its
subsidiaries;



     (p) working capital targets;



     (q) completion of acquisitions of business or companies.



     (r) completion of divestitures and asset sales; and



     (s) any combination of any of the foregoing business criteria.



          Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary,
and/or Affiliate as a whole or any business unit of the Company, Subsidiary, and/or Affiliate or
any combination thereof, as the Committee may deem appropriate, or any of the above Performance
Measures as compared to the performance of a group of comparator companies, or published or special
index that the Committee, in its sole discretion, deems appropriate, or the Company may select
Performance Measure (f) above as compared to various stock market indices. The Committee also has
the authority to provide for accelerated vesting of any Award based on the achievement of
performance goals pursuant to the Performance Measures specified in this Section 14.



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          14.6.5. Evaluation of Performance.



          The Committee may provide in any such Award that any evaluation of performance may
include or exclude any of the following events that occur during a Performance Period: (a) asset
write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax
laws, accounting principles, or other laws or provisions affecting reported results; (d) any
reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in
Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of
financial condition and results of operations appearing in the Company’s annual report to
shareholders for the applicable year; (f) acquisitions or divestitures; and (g) foreign exchange
gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees,
they shall be prescribed in a form that meets the requirements of Code Section 162(m) for
deductibility.



          14.6.6. Adjustment of Performance-Based Compensation.



          Awards that are intended to qualify as Performance-Based Compensation may not be adjusted
upward. The Board shall retain the discretion to adjust such Awards downward, either on a formula
or discretionary basis, or any combination as the Committee determines.



          14.6.7. Board Discretion.



          In the event that applicable tax and/or securities laws change to permit Board discretion
to alter the governing Performance Measures without obtaining shareholder approval of such changes,
the Board shall have sole discretion to make such changes without obtaining shareholder approval
provided the exercise of such discretion does not violate Code Section 409A. In addition, in the
event that the Committee determines that it is advisable to grant Awards that shall not qualify as
Performance-Based Compensation, the Committee may make such grants without satisfying the
requirements of Code Section 162(m) and base vesting on Performance Measures other than those set
forth in Section 14.6.4.



     14.7. Status of Section Awards Under Code Section 162(m).




     It is the intent of the Company that Awards under Section 14.6 hereof granted to persons who
are designated by the Committee as likely to be Covered Employees within the meaning of Code
Section 162(m) and regulations thereunder shall, if so designated by the Committee, constitute
“qualified performance-based compensation” within the meaning of Code Section 162(m) and
regulations thereunder. Accordingly, the terms of Section 14.6, including the definitions of
Covered Employee and other terms used therein, shall be interpreted in a manner consistent with
Code Section 162(m) and regulations thereunder. The foregoing notwithstanding, because the
Committee cannot determine with certainty whether a given Grantee will be a Covered Employee with
respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein
shall mean only a person designated by the Committee, at the time of grant of an Award, as likely
to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any
agreement relating to such Awards does not comply or is inconsistent with the requirements of Code
Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to
the extent necessary to conform to such requirements.



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	15.	 	PARACHUTE LIMITATIONS





     Notwithstanding any other provision of this Plan or of any other agreement, contract, or
understanding heretofore or hereafter entered into by a Grantee with the Company or any Affiliate,
except an agreement, contract, or understanding that expressly addresses Section 280G or Section
4999 of the Code (an “Other Agreement”), and notwithstanding any formal or informal plan or other
arrangement for the direct or indirect provision of compensation to the Grantee (including groups
or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a
“Benefit Arrangement”), if the Grantee is a “disqualified individual,” as defined in Section
280G(c) of the Code, any Option, Restricted Stock, Stock Unit, Performance Share or Performance
Unit held by that Grantee and any right to receive any payment or other benefit under this Plan
shall not become exercisable or vested (i) to the extent that such right to exercise, vesting,
payment, or benefit, taking into account all other rights, payments, or benefits to or for the
Grantee under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any
payment or benefit to the Grantee under this Plan to be considered a “parachute payment” within the
meaning of Section 280G(b)(2) of the
Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a
Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under
this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum
after-tax amount that could be received by the Grantee without causing any such payment or benefit
to be considered a Parachute Payment. In the event that the receipt of any such right to exercise,
vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or
benefits to or for the Grantee under any Other Agreement or any Benefit Arrangement would cause the
Grantee to be considered to have received a Parachute Payment under this Plan that would have the
effect of decreasing the after-tax amount received by the Grantee as described in clause (ii) of
the preceding sentence, then the Grantee shall have the right, in the Grantee’s sole discretion, to
designate those rights, payments, or benefits under this Plan, any Other Agreements, and any
Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or
benefit to the Grantee under this Plan be deemed to be a Parachute Payment.





	16.	 	REQUIREMENTS OF LAW





     16.1. General.



     The Company shall not be required to sell or issue any shares of Stock under any Award if the
sale or issuance of such shares would constitute a violation by the Grantee, any other individual
exercising an Option, or the Company of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or regulations. If at
any time the Company shall determine, in its discretion, that the listing, registration or
qualification of any shares subject to an Award upon any securities exchange or under any
governmental regulatory body is necessary or desirable as a condition of, or in connection with,
the issuance or purchase of shares



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hereunder, no shares of Stock may be issued or sold to the
Grantee or any other individual exercising an Option pursuant to such Award unless such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the
date of termination of the Award. Without limiting the generality of the foregoing, in connection
with the Securities Act, upon the exercise of any Option or any SAR that may be settled in shares
of Stock or the delivery of any shares of Stock underlying an Award, unless a registration
statement under such Act is in effect with respect to the shares of Stock covered by such Award,
the Company shall not be required to sell or issue such shares unless the Board has received
evidence satisfactory to it that the Grantee or any other individual exercising an Option may
acquire such shares pursuant to an exemption from registration under the Securities Act. Any
determination in this connection by the Board shall be final, binding, and conclusive. The Company
may, but shall in no event be obligated to, register any securities covered hereby pursuant to the
Securities Act. The Company shall not be obligated to take any affirmative action in order to
cause the exercise of an Option or a SAR or the issuance of shares of Stock pursuant to the Plan to
comply with any law or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an Option (or SAR that may be settled in shares of Stock)
shall not be exercisable until the shares of Stock covered by such Option (or SAR) are registered
or are exempt from registration, the exercise of such Option (or SAR) under circumstances in which
the laws of such jurisdiction apply shall be deemed
conditioned upon the effectiveness of such registration or the availability of such an exemption.



     16.2. Rule 16b-3.



     During any time when the Company has a class of equity security registered under Section 12 of
the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise
of Options and SARs granted hereunder will qualify for the exemption provided by Rule 16b-3 under
the Exchange Act. To the extent that any provision of the Plan or action by the Board does not
comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted
by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the
event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this
Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features
of, the revised exemption or its replacement.




	17.	 	EFFECT OF CHANGES IN CAPITALIZATION





     17.1. Changes in Stock.



     If the number of outstanding shares of Stock is increased or decreased or the shares of Stock
are changed into or exchanged for a different number or kind of shares or other securities of the
Company on account of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of consideration by
the Company occurring after the Effective Date, the number and kinds of shares for which grants of
Options and other Awards may be made under the Plan shall be adjusted proportionately and
accordingly by the Company. In





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addition, the number and kind of shares for which Awards are
outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of
the Grantee immediately following such event shall, to the extent practicable, be the same as
immediately before such event. Any such adjustment in outstanding Options or SARs shall not change
the aggregate Option Price or SAR Exercise Price payable with respect to shares that are subject to
the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a
corresponding proportionate adjustment in the Option Price or SAR Exercise Price per share. The
conversion of any convertible securities of the Company shall not be treated as an increase in
shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of
any distribution to the Company’s stockholders of securities of any other entity or other assets
(including an extraordinary dividend but excluding a non-extraordinary dividend of the Company)
without receipt of consideration by the Company, the Company shall, in such manner as the Company
deems appropriate, adjust (i) the number and kind of shares subject to outstanding Awards and/or
(ii) the exercise price of outstanding Options and Stock Appreciation Rights to reflect such
distribution.



     17.2. Reorganization in Which the Company Is the Surviving Entity Which does not
Constitute a Corporate Transaction.



     Subject to Section 17.3 hereof, if the Company shall be the surviving entity in any
reorganization, merger, or consolidation of the Company with one or more other entities which does
not constitute a Corporate Transaction, any Option or SAR theretofore granted pursuant to the Plan
shall pertain to and apply to the securities to which a holder of the number of shares of Stock
subject to such Option or SAR would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the Option Price or SAR
Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter shall
be the same as the aggregate Option Price or SAR Exercise Price of the shares remaining subject to
the Option or SAR immediately prior to such reorganization, merger, or consolidation. Subject to
any contrary language in an Award Agreement evidencing an Award, any restrictions applicable to
such Award shall apply as well to any replacement shares received by the Grantee as a result of the
reorganization, merger or consolidation. In the event of a transaction described in this Section
17.2, Stock Units shall be adjusted so as to apply to the securities that a holder of the number of
shares of Stock subject to the Stock Units would have been entitled to receive immediately
following such transaction.



     17.3. Corporate Transaction.



     Subject to the exceptions set forth in the second to last sentence of this Section 17.3 and
the last sentence of Section 17.4, upon the occurrence of a Corporate Transaction:



          (i) all outstanding shares of Restricted Stock shall be deemed to have vested, and all Stock
Units shall be deemed to have vested and the shares of Stock subject thereto shall be delivered,
immediately prior to the occurrence of such Corporate Transaction, and



          (ii) either of the following two actions shall be taken:



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               (A) fifteen days prior to the scheduled consummation of a Corporate Transaction, all Options
and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable
for a period of fifteen days, or



               (B) the Board may elect, in its sole discretion, to cancel any outstanding Awards of Options,
Restricted Stock, Stock Units, and/or SARs and pay or deliver, or cause to be paid or delivered, to
the holder thereof an amount in cash or securities having a value (as determined by the Board
acting in good faith), in the case of Restricted Stock or Stock Units, equal to the formula or
fixed price per share paid to holders of shares of Stock and, in the case of Options or SARs, equal
to the product of the number of shares of Stock subject to the Option or SAR (the “Award Shares”)
multiplied by the amount, if any, by which (I) the formula or fixed price per share paid to holders
of shares of Stock pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price
applicable to such Award Shares.



          With respect to the Company’s establishment of an exercise window, (i) any exercise of an
Option or SAR during such fifteen-day period shall be conditioned upon the
consummation of the event and shall be effective only immediately before the consummation of the
event, and (ii) upon consummation of any Corporate Transaction, the Plan and all outstanding but
unexercised Options and SARs shall terminate. The Board shall send written notice of an event that
will result in such a termination to all individuals who hold Options and SARs not later than the
time at which the Company gives notice thereof to its stockholders. This Section 17.3 shall not
apply to any Corporate Transaction to the extent that provision is made in writing in connection
with such Corporate Transaction for the assumption or continuation of the Options, SARs, Stock
Units and Restricted Stock theretofore granted, or for the substitution for such Options, SARs,
Stock Units and Restricted Stock for new common stock options and stock appreciation rights and new
common stock units and restricted stock relating to the stock of a successor entity, or a parent or
subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any
consideration that is not common stock) and option and stock appreciation right exercise prices, in
which event the Plan, Options, SARs, Stock Units and Restricted Stock theretofore granted shall
continue in the manner and under the terms so provided. In the event a Grantee’s Award is assumed,
continued or substituted upon the consummation of any Corporate Transaction and his employment is
terminated without Cause within one year following the consummation of such Corporate Transaction,
the Grantee’s Award will be fully vested and may be exercised in full, to the extent applicable,
beginning on the date of such termination and for the one-year period immediately following such
termination or for such longer period as the Committee shall determine.



17.4. Adjustments.




     Adjustments under this Section 17 related to shares of Stock or securities of the Company
shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. No fractional shares or other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case
by rounding downward to the nearest whole share. The Board shall determine the effect of a
Corporate Transaction upon Awards other than Options, SARs, Stock Units and Restricted Stock, and
such effect shall be set forth in the appropriate Award Agreement. The Board may provide in the
Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, for
different provisions to apply to an Award in place of those described in Sections 17.1, 17.2 and
17.3.



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     17.5. No Limitations on Company.



     The making of Awards pursuant to the Plan shall not affect or limit in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations, or changes of its
capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.




	18.	 	GENERAL PROVISIONS





     18.1. Disclaimer of Rights



     No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon
any individual the right to remain in the employ or service of the Company or
any Affiliate, or to interfere in any way with any contractual or other right or authority of the
Company either to increase or decrease the compensation or other payments to any individual at any
time, or to terminate any employment or other relationship between any individual and the Company.
In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise
stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any
change of duties or position of the Grantee, so long as such Grantee continues to be a director,
officer, consultant or employee of the Company or an Affiliate. The obligation of the Company to
pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only
those amounts described herein, in the manner and under the conditions prescribed herein. The Plan
shall in no way be interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary
under the terms of the Plan.



     18.2. Nonexclusivity of the Plan



     Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the
Company for approval shall be construed as creating any limitations upon the right and authority of
the Board to adopt such other incentive compensation arrangements (which arrangements may be
applicable either generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options otherwise than under the Plan.



     18.3. Withholding Taxes



     The Company or an Affiliate, as the case may be, shall have the right to deduct from payments
of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by
law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an
Award or upon the issuance of any shares of Stock upon the exercise of an Option or pursuant to an
Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or
the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably
determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of
the Company or the Affiliate,


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which may be withheld by the Company or the Affiliate, as the case
may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in
part, (i) by causing the Company or the Affiliate to withhold shares of Stock otherwise issuable to
the Grantee or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by
the Grantee. The shares of Stock so delivered or withheld shall have an aggregate Fair Market
Value equal to such withholding obligations. The Fair Market Value of the shares of Stock used to
satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the
date that the amount of tax to be withheld is to be determined. A Grantee who has made an election
pursuant to this Section 18.3 may satisfy his or her withholding obligation only with shares of
Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar
requirements. The maximum number of shares of Stock that may be withheld from any Award to satisfy
any federal, state or local tax withholding requirements upon the exercise, vesting, lapse of
restrictions applicable to such Award or payment of shares pursuant to such Award, as applicable,
cannot exceed such number of shares having a Fair Market Value equal to the minimum statutory
amount required by the Company to be
withheld and paid to any such federal, state or local taxing authority with respect to such
exercise, vesting, lapse of restrictions or payment of shares.





     18.4. Captions



     The use of captions in this Plan or any Award Agreement is for the convenience of reference
only and shall not affect the meaning of any provision of the Plan or such Award Agreement.



     18.5. Other Provisions



     Each Award granted under the Plan may contain such other terms and conditions not inconsistent
with the Plan as may be determined by the Board, in its sole discretion.



     18.6. Number and Gender



     With respect to words used in this Plan, the singular form shall include the plural form, the
masculine gender shall include the feminine gender, etc., as the context requires.



     18.7. Severability



     If any provision of the Plan or any Award Agreement shall be determined to be illegal or
unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.



     18.8. Governing Law



     The validity and construction of this Plan and the instruments evidencing the Awards hereunder
shall be governed by the laws of the State of Delaware, other than any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of this Plan and the
instruments evidencing the Awards granted hereunder to the substantive laws of any other
jurisdiction.



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     18.9. Section 409A of the Code



     The Board intends to comply with Section 409A of the Code (“Section 409A”), or an exemption to
Section 409A, with regard to Awards hereunder that constitute nonqualified deferred compensation
within the meaning of Section 409A. To the extent that the Board determines that a Grantee would
be subject to the additional 20% tax imposed on certain nonqualified deferred compensation plans
pursuant to Section 409A as a result of any provision of any Award granted under this Plan, such
provision shall be deemed amended to the minimum extent necessary to avoid application of such
additional tax. The nature of any such amendment shall be determined by the Board.



* * *




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     To
record adoption of the Plan by the Board as of January 9, 2008, and approval of the
Plan by the stockholders on January 10, 2008, the Company has caused its authorized officer to
execute the Plan.



	 	 	 	 	 
	 	 	 
	 	By: 	 /s/ Menashe R. Frank	 
	 	 	Title:  Senior Vice President,
General Counsel and Secretary	 
	 	 	 	 
	 




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