EX-10.1 2005 LONG-TERM INCENTIVE PLAN



 





 




    Exhibit 10.1



 




    CONFORMED
    COPY



 




    WEBMD
    HEALTH CORP.

    



 




    

    2005
    LONG-TERM INCENTIVE PLAN



 




 




    (AS
    AMENDED THROUGH SEPTEMBER 18, 2007)



 




 




    ARTICLE 1

    



 




    PURPOSE



 



    1.1 General.  The purpose of the WebMD
    Health Corp. 2005 Long-Term Incentive Plan (as it may be amended
    from time to time, the “Plan”) is to promote the
    success, and enhance the value, of WebMD Health Corp., a
    Delaware Corporation (the “Corporation”), by linking
    the personal interests of its employees, officers, directors and
    consultants to those of Corporation shareholders and by
    providing such persons with an incentive for outstanding
    performance. The Plan is further intended to provide flexibility
    to the Corporation in its ability to motivate, attract and
    retain the services of employees, officers, directors and
    consultants upon whose judgment, interest and special effort the
    successful conduct of the Corporation’s operation is
    largely dependent. Accordingly, the Plan permits the grant of
    incentive awards from time to time to selected employees and
    officers, directors and consultants.



 




    ARTICLE 2



 



    EFFECTIVE DATE



 



    2.1 Effective Date.  The Plan became
    effective on the date upon which it was approved by the Board
    and the shareholders of the Corporation, which was
    September 26, 2005 (the “Effective Date”). The
    effective date of the amendment and restatement of the Plan is
    July 27, 2006 (the “Amendment and Restatement
    Date”).



 




    ARTICLE 3

    



 




    DEFINITIONS



 



    3.1 Definitions.  When a word or phrase
    appears in this Plan with the initial letter capitalized, and
    the word or phrase does not commence a sentence and is not
    otherwise defined in the Plan, the word or phrase shall
    generally be given the meaning ascribed to it in this Section.
    The following words and phrases shall have the following
    meanings:



 



    (a) “1933 Act” means the Securities Act of
    1933, as amended from time to time.



 



    (b) “1934 Act” means the Securities Exchange
    Act of 1934, as amended from time to time.



 



    (c) “Affiliate” means any Parent or Subsidiary
    and any person that directly, or indirectly through one or more
    intermediaries, controls, is controlled by, or is under common
    control with, the Corporation.



 



    (d) “Amendment and Restatement Date” has the
    meaning specified in Section 2.1.



 



    (e) “Award” means any Option, Stock Appreciation
    Right, Restricted Stock Award, Performance Share Award, Dividend
    Equivalent Award or Other Stock-Based Award, or any other right
    or interest relating to Stock or cash, granted to a Participant
    under the Plan.













 






    (f) “Award Agreement” means any written
    agreement, contract or other instrument or document evidencing
    an Award.



 



    (g) “Board” means the Board of Directors of the
    Corporation.



 



    (h) “Cause” as a reason for a Participant’s
    termination of employment or service shall have the meaning
    assigned such term in the employment agreement, if any, between
    such Participant and the Corporation or an affiliated company,
    provided, however, that if there is no such
    employment agreement in which such term is defined,
    “Cause” shall mean any of the following acts by the
    Participant, as determined by the Board: gross neglect of duty,
    prolonged absence from duty without the consent of the
    Corporation, intentionally engaging in any activity that is in
    conflict with or adverse to the business or other interests of
    the Corporation, or willful misconduct, misfeasance or
    malfeasance of duty which is reasonably determined to be
    detrimental to the Corporation.



 



    (i) “Change of Control” means and includes the
    occurrence of any one of the following events:



 



    (i) individuals who, at the effective date of the Initial
    Public Offering, constitute the Board (the “Incumbent
    Directors”) cease for any reason to constitute at least a
    majority of the Board, provided that any person becoming
    a director after the Effective Date and whose election or
    nomination for election was approved by a vote of at least a
    majority of the Incumbent Directors then on the Board (either by
    a specific vote or by approval of the proxy statement of the
    Corporation in which such person is named as a nominee for
    director, without written objection to such nomination) shall be
    an Incumbent Director; provided, however, that no
    individual initially elected or nominated as a director of the
    Corporation as a result of an actual or threatened election
    contest (as described in
    Rule 14a-11
    under the 1934 Act (“Election Contest”)) or other
    actual or threatened solicitation of proxies or consents by or
    on behalf of any “person” (as such term is defined in
    Section 3(a)(9) of the 1934 Act and as used in
    Section 13(d)(3) and 14(d)(2) of the 1934 Act) other
    than the Board (“Proxy Contest”), including by reason
    of any agreement intended to avoid or settle any Election
    Contest or Proxy Contest, shall be deemed an Incumbent Director;



 



    (ii) any person becomes a “beneficial owner” (as
    defined in
    Rule 13d-3
    under the 1934 Act), directly or indirectly, of securities
    of the Corporation representing 50% or more of the combined
    voting power of the Corporation’s then outstanding
    securities eligible to vote for the election of the Board (the
    “Corporation Voting Securities”); provided,
    however, that the event described in this
    paragraph (ii) shall not be deemed to be a Change of
    Control of the Corporation by virtue of any of the following
    acquisitions: (A) any acquisition by a person who is on the
    Effective Date the beneficial owner of 50% or more of the
    outstanding Corporation Voting Securities, (B) an
    acquisition by the Corporation which reduces the number of
    Corporation Voting Securities outstanding and thereby results in
    any person acquiring beneficial ownership of more than 50% of
    the outstanding Corporation Voting Securities, provided
    that if after such acquisition by the Corporation such person
    becomes the beneficial owner of additional Corporation Voting
    Securities that increase the percentage of outstanding
    Corporation Voting Securities beneficially owned by such person,
    a Change of Control of the Corporation shall then occur,
    (C) an acquisition by any employee benefit plan (or related
    trust) sponsored or maintained by the Corporation or any Parent
    or Subsidiary, (D) an acquisition by an underwriter
    temporarily holding securities pursuant to an offering of such
    securities or (E) an acquisition pursuant to a
    Non-Qualifying Transaction (as defined in
    paragraph (iii)); or



 



    (iii) the consummation of a reorganization, merger,
    consolidation, statutory share exchange or similar form of
    corporate transaction involving the Corporation that requires
    the approval of the Corporation’s stockholders, whether for
    such transaction or the issuance of securities in the
    transaction (a “Reorganization”), or the sale or other
    disposition of all or substantially all of the
    Corporation’s assets to an entity that is not an affiliate
    of the Corporation (a “Sale”), unless immediately
    following such Reorganization or Sale: (A) more than 50% of
    the total voting power of (x) the corporation resulting
    from such Reorganization or the corporation which has acquired
    all or


 



    PAGE 2









 






    substantially all of the assets of the Corporation (in either
    case, the “Surviving Corporation”) or (y) if
    applicable, the ultimate parent corporation that directly or
    indirectly has beneficial ownership of 100% of the voting
    securities eligible to elect directors of the Surviving
    Corporation (the “Parent Corporation”), is represented
    by the Corporation Voting Securities that were outstanding
    immediately prior to such Reorganization or Sale (or, if
    applicable, is represented by shares into which such Corporation
    Voting Securities were converted pursuant to such Reorganization
    or Sale), and such voting power among the holders thereof is in
    substantially the same proportion as the voting power of such
    Corporation Voting Securities among the holders thereof
    immediately prior to the Reorganization or Sale, (B) no
    person (other than (x) the Corporation, (y) any
    employee benefit plan (or related trust) sponsored or maintained
    by the Surviving Corporation or the Parent Corporation or
    (z) a person who immediately prior to the Reorganization or
    Sale was the beneficial owner of 25% or more of the outstanding
    Corporation Voting Securities) is the beneficial owner, directly
    or indirectly, of 25% or more of the total voting power of the
    outstanding voting securities eligible to elect directors of the
    Parent Corporation (or, if there is no Parent Corporation, the
    Surviving Corporation) and (C) at least a majority of the
    members of the board of directors of the Parent Corporation (or,
    if there is no Parent Corporation, the Surviving Corporation)
    following the consummation of the Reorganization or Sale were
    Incumbent Directors at the time of the Board’s approval of
    the execution of the initial agreement providing for such
    Reorganization or Sale (any Reorganization or Sale which
    satisfies all of the criteria specified in (A), (B) and
    (C) above shall be deemed to be a “Non-Qualifying
    Transaction”);



 



    provided, however, that in no event shall a Change
    of Control be deemed to have occurred so long as Emdeon
    Corporation directly or indirectly beneficially owns at least
    50% of the voting power represented by the securities of the
    Corporation entitled to vote generally in the election of the
    Corporation’s directors; and provided
    further, however, that under no circumstances
    shall a split-off, spin-off, stock dividend or similar
    transaction as a result of which the voting securities of the
    Corporation are distributed to shareholders of Emdeon
    Corporation or its successors constitute a Change of Control.



 



    Notwithstanding the foregoing, with respect to an Award that is
    subject to Section 409A of the Code, and payment or
    settlement of such Award is to be accelerated in connection with
    an event that would otherwise constitute a Change of Control, no
    event set forth in clause (i), (ii) or (iii) will
    constitute a Change of Control for purposes of the Plan and any
    Award Agreement unless such event also constitutes a
    “change in the ownership”, “change in the
    effective control” or “change in the ownership of a
    substantial portion of the assets” of the Corporation as
    defined under Section 409A of the Code and the Treasury
    guidance promulgated thereunder.



 



    (j) “Code” means the Internal Revenue Code of
    1986, as amended from time to time, and the regulations
    promulgated thereunder.



 



    (k) “Committee” means, subject to the last
    sentence of Section 4.1, the committee of the Board
    described in Article 4.



 



    (l) “Covered Employee” means a covered employee
    as defined in Section 162(m)(3) of the Code,
    provided that no employee shall be a Covered Employee
    until the deduction limitations of Section 162(m) of the
    Code are applicable to the Corporation and any reliance period
    under Treasury Regulation Section 1.162-27(f) has
    expired.



 



    (m) “Disability” has the meaning ascribed under
    the long-term disability plan applicable to the Participant.
    Notwithstanding the above, (i) with respect to an Incentive
    Stock Option, Disability shall mean Permanent and Total
    Disability as defined in Section 22(e)(3) of the Code and
    (ii) to the extent an Award is subject to Section 409A
    of the Code, and payment or settlement of the Award is to be
    accelerated solely as a result of the Participant’s
    Disability, Disability shall have the meaning ascribed thereto
    under Section 409A of the Code and the Treasury guidance
    promulgated thereunder.



 



    (n) “Dividend Equivalent” means a right granted
    to a Participant under Article 11.


 



    PAGE 3









 






    (o) “Effective Date” has the meaning assigned
    such term in Section 2.1.



 



    (p) “Fair Market Value”, on any date, means
    (i) if the Stock is listed on a securities exchange or is
    traded over the Nasdaq National Market, the closing sales price
    on such exchange or over such system on such date or, in the
    absence of reported sales on such date, the closing sales price
    on the immediately preceding date on which sales were reported
    or (ii) if the Stock is not listed on a securities exchange
    or traded over the Nasdaq National Market, Fair Market Value
    will be determined by such other method as the Committee
    determines in good faith to be reasonable. With respect to
    awards granted on the effective date of the Corporation’s
    Initial Public Offering, Fair Market Value shall mean the price
    at which the Stock is initially offered in the Initial Public
    Offering.



 



    (q) “Incentive Stock Option” means an Option that
    is intended to meet the requirements of Section 422 of the
    Code or any successor provision thereto.



 



    (r) “Initial Public Offering” means the
    underwritten initial public offering of equity securities of the
    Corporation pursuant to an effective registration statement
    under the 1933 Act.



 



    (s) “Non-Employee Director” means a member of the
    Board who is not an employee of the Corporation or any Parent or
    Affiliate.



 



    (t) “Non-Qualified Stock Option” means an Option
    that is not an Incentive Stock Option.



 



    (u) “Option” means a right granted to a
    Participant under Article 7 to purchase Stock at a
    specified price during specified time periods. An Option may be
    either an Incentive Stock Option or a Non-Qualified Stock Option.



 



    (v) “Other Stock-Based Award” means a right,
    granted to a Participant under Article 12, that relates to
    or is valued by reference to Stock or other Awards relating to
    Stock.



 



    (w) “Parent” means a corporation which owns or
    beneficially owns a majority of the outstanding voting stock or
    voting power of the Corporation. Notwithstanding the above, with
    respect to an Incentive Stock Option, Parent shall have the
    meaning set forth in Section 424(e) of the Code.



 



    (x) “Participant” means a person who, as an
    employee, officer, consultant or director of the Corporation or
    any Parent, Subsidiary or Affiliate, has been granted an Award
    under the Plan.



 



    (y) “Performance Share” means a right granted to
    a Participant under Article 9, to receive cash, Stock, or
    other Awards, the payment of which is contingent upon achieving
    certain performance goals established by the Committee.



 



    (z) “Restricted Stock Award” means Stock granted
    to a Participant under Article 10 that is subject to
    certain restrictions and to risk of forfeiture.



 



    (aa) “Stock” means the $.01 par value
    Class A common stock of the Corporation and such other
    securities of the Corporation as may be substituted for Stock
    pursuant to Article 15.



 



    (bb) “Stock Appreciation Right” or
    “SAR” means a right granted to a Participant under
    Article 8 to receive a payment equal to the difference
    between the Fair Market Value of a share of Stock as of the date
    of exercise of the SAR over the grant price of the SAR, all as
    determined pursuant to Article 8.



 



    (cc) “Subsidiary” means any corporation, limited
    liability company, partnership or other entity of which a
    majority of the outstanding voting equity securities or voting
    power is beneficially owned directly or indirectly by the
    Corporation. Notwithstanding the above, with respect to an
    Incentive Stock Option, Subsidiary shall have the meaning set
    forth in Section 424(f) of the Code.



 



    (dd) “Emdeon Corporation” means Emdeon
    Corporation, a Delaware corporation.


 



    PAGE 4









 







    ARTICLE 4

    



 




    ADMINISTRATION



 



    4.1 Committee.  The Plan shall be
    administered by a committee (the “Committee”)
    appointed by the Board (which Committee shall consist of two or
    more directors) or, at the discretion of the Board from time to
    time, the Plan may be administered by the Board. It is intended
    that the directors appointed to serve on the Committee shall be
    “non-employee directors” (within the meaning of
    Rule 16b-3
    promulgated under the 1934 Act) and “outside
    directors” (within the meaning of Section 162(m) of
    the Code) to the extent that
    Rule 16b-3
    and, if necessary for relief from the limitation under
    Section 162(m) of the Code and such relief is sought by the
    Corporation, Section 162(m) of the Code, respectively, are
    applicable. However, the mere fact that a Committee member shall
    fail to qualify under either of the foregoing requirements shall
    not invalidate any Award made by the Committee which Award is
    otherwise validly made under the Plan. The members of the
    Committee shall be appointed by, and may be changed at any time
    and from time to time in the discretion of, the Board. During
    any time that the Board is acting as administrator of the Plan,
    it shall have all the powers of the Committee hereunder, and any
    reference herein to the Committee (other than in this
    Section 4.1) shall include the Board. Notwithstanding the
    foregoing, (i) initial Awards granted to Participants in
    connection with the Initial Public Offering may be determined,
    and (ii) to the extent determined by the Board, following
    the Initial Public Offering the Plan may be administered, by the
    compensation committee of the board of directors of Emdeon
    Corporation and all references to such Committee in the Plan
    shall be deemed to refer to such Committee for so long as it
    serves as the Plan administrator.



 



    4.2 Action by the Committee.  For purposes
    of administering the Plan, the following rules of procedure
    shall govern the Committee. A majority of the Committee shall
    constitute a quorum. The acts of a majority of the members
    present at any meeting at which a quorum is present, and acts
    approved unanimously in writing by the members of the Committee
    in lieu of a meeting, shall be deemed the acts of the Committee.
    Each member of the Committee is entitled to, in good faith, rely
    or act upon any report or other information furnished to that
    member by any officer or other employee of the Corporation or
    any Parent or Affiliate, the Corporation’s independent
    certified public accountants, or any executive compensation
    consultant or other professional retained by the Corporation to
    assist in the administration of the Plan.



 



    4.3 Authority of Committee.  Except as
    provided below, the Committee has the exclusive power, authority
    and discretion to:



 



    (a) Designate Participants;



 



    (b) Determine the type or types of Awards to be granted to
    each Participant;



 



    (c) Determine the number of Awards to be granted and the
    number of shares of Stock to which an Award will relate;



 



    (d) Determine the terms and conditions of any Award granted
    under the Plan, including, but not limited to, the exercise
    price, grant price or purchase price, any restrictions or
    limitations on the Award, any schedule for lapse of forfeiture
    restrictions or restrictions on the exercisability of an Award,
    and accelerations or waivers thereof, based in each case on such
    considerations as the Committee in its sole discretion
    determines;



 



    (e) Accelerate the vesting or lapse of restrictions of any
    outstanding Award, based in each case on such considerations as
    the Committee in its sole discretion determines;



 



    (f) Determine whether, to what extent, and under what
    circumstances an Award may be settled in, or the exercise price
    of an Award may be paid in, cash, Stock, other Awards or other
    property, or an Award may be canceled, forfeited or surrendered;



 



    (g) Prescribe the form of each Award Agreement, which need
    not be identical for each Participant or amend any Award
    Agreement;


 



    PAGE 5









 






    (h) Decide all other matters that must be determined in
    connection with an Award;



 



    (i) Establish, adopt or revise any rules and regulations as
    it may deem necessary or advisable to administer the Plan;



 



    (j) Make all other decisions and determinations that may be
    required under the Plan or as the Committee deems necessary or
    advisable to administer the Plan; and



 



    (k) Amend the Plan as provided herein.



 



    Notwithstanding the foregoing authority, except as provided in
    or pursuant to Article 15, the Committee shall not
    authorize, generally or in specific cases only, for the benefit
    of any Participant, any adjustment in the exercise price of an
    Option or the base price of a Stock Appreciation Right, or in
    the number of shares subject to an Option or Stock Appreciation
    Right granted hereunder by (i) cancellation of an
    outstanding Option or Stock Appreciation Right and a subsequent
    regranting of an Option or Stock Appreciation Right,
    (ii) amendment to an outstanding Option or Stock
    Appreciation Right, (iii) substitution of an outstanding
    Option or Stock Appreciation Right or (iv) any other action
    that would be deemed to constitute a repricing of such an Award
    under applicable law, in each case, without prior approval of
    the Corporation’s stockholders.



 



    4.4 Delegation of Authority.  To the
    extent not prohibited by applicable laws, rules and regulations,
    the Board or the Committee may, from time to time, delegate some
    or all of its authority under the Plan to a subcommittee or
    subcommittees thereof or to one or more directors or executive
    officers of the Corporation as it deems appropriate under such
    conditions or limitations as it may set at the time of such
    delegation or thereafter, except that neither the Board nor the
    Committee may delegate its authority pursuant to Article 16
    to amend the Plan. For purposes of the Plan, references to the
    Committee shall be deemed to refer to any subcommittee,
    subcommittees, directors or executive officers to whom the Board
    or the Committee delegates authority pursuant to this
    Section 4.4.



 



    4.5 Decisions Binding.  The
    Committee’s interpretation of the Plan, any Awards granted
    under the Plan, any Award Agreement and all decisions and
    determinations by the Committee with respect to the Plan are
    final, binding and conclusive on all parties.



 




    ARTICLE 5

    



 




    SHARES
    SUBJECT TO THE PLAN



 



    5.1 Number of Shares.  Subject to
    adjustment as provided in Article 15, the aggregate number
    of shares of Stock reserved and available for Awards or which
    may be used to provide a basis of measurement for or to
    determine the value of an Award (such as with a Stock
    Appreciation Right or Performance Share Award) shall be
    9,000,000 shares (the “Maximum Number”). Not more
    than the Maximum Number of shares of Stock shall be granted in
    the form of Incentive Stock Options.



 



    5.2 Lapsed Awards.  To the fullest extent
    permissible under
    Rule 16b-3
    under the 1934 Act and Section 422 of the Code and any
    other applicable laws, rules and regulations, (i) if an
    Award is canceled, terminates, expires, is forfeited or lapses
    for any reason without having been exercised or settled, any
    shares of Stock subject to the Award will be added back into the
    Maximum Number and will again be available for the grant of an
    Award under the Plan and (ii) shares of Stock subject to
    SARs or other Awards settled in cash and the number of shares of
    Stock tendered or withheld to satisfy a Participant’s tax
    withholding obligations shall be added back into the Maximum
    Number and will be available for the grant of an Award under the
    Plan.



 



    5.3 Stock Distributed.  Any Stock
    distributed pursuant to an Award may consist, in whole or in
    part, of authorized and unissued Stock, treasury Stock or Stock
    purchased on the open market.


 



    PAGE 6









 






    5.4 Limitation on Awards.  Notwithstanding
    any provision in the Plan to the contrary (but subject to
    adjustment as provided in Article 15), the maximum number
    of shares of Stock with respect to one or more Options and/or
    SARs that may be granted during any one calendar year under the
    Plan to any one Participant shall be 412,500 (all of which may
    be granted as Incentive Stock Options); provided,
    however, that in connection with his or her initial
    employment with the Corporation, a Participant may be granted
    Options or SARs with respect to up to an additional
    412,500 shares of Stock (all of which may be granted as
    Incentive Stock Options), which shall not count against the
    foregoing annual limit. The maximum Fair Market Value (measured
    as of the date of grant) of any Awards other than Options and
    SARs that may be received by any one Participant (less any
    consideration paid by the Participant for such Award) during any
    one calendar year under the Plan shall be $5,000,000. The
    maximum number of shares of Stock that may be subject to one or
    more Performance Share Awards (or used to provide a basis of
    measurement for or to determine the value of Performance Share
    Awards) in any one calendar year to any one participant
    (determined on the date of payment of settlement) shall be
    412,500.



 




    ARTICLE 6

    



 




    ELIGIBILITY



 



    6.1 General.  Awards may be granted only
    to individuals who are employees, officers, directors or
    consultants of the Corporation or a Parent or an Affiliate. In
    the discretion of the Committee, Awards may be made to Covered
    Employees which are intended to constitute qualified
    performance-based compensation under Section 162(m) of the
    Code.



 




    ARTICLE 7

    



 




    STOCK
    OPTIONS



 



    7.1 General.  The Committee is authorized
    to grant Options to Participants on the following terms and
    conditions:



 



    (a) Exercise Price.  The exercise price
    per share of Stock under an Option shall be determined by the
    Committee at the time of the grant but in no event shall the
    exercise price be less than 100% of the Fair Market Value of a
    share of Stock on the date of grant.



 



    (b) Time and Conditions of Exercise.  The
    Committee shall determine the time or times at which an Option
    may be exercised in whole or in part, subject to
    Section 7.1(e) and 7.3. The Committee also shall determine
    the performance or other conditions, if any, that must be
    satisfied before all or part of an Option may be exercised. The
    Committee may waive any exercise provisions at any time in whole
    or in part based upon factors as the Committee may determine in
    its sole discretion so that the Option becomes exerciseable at
    an earlier date.



 



    (c) Payment.  Unless otherwise determined
    by the Committee, the exercise price of an Option may be paid
    (i) in cash, (ii) by actual delivery or attestation to
    ownership of freely transferable shares of stock already owned;
    provided, however, that to the extent required by
    applicable accounting rules, such shares shall have been held by
    the Participant for at least six months, (iii) by a
    combination of cash and shares of Stock equal in value to the
    exercise price or (iv) by such other means as the
    Committee, in its discretion, may authorize. In accordance with
    the rules and procedures authorized by the Committee for this
    purpose, an Option may also be exercised through a
    “cashless exercise” procedure authorized by the
    Committee that permits Participants to exercise Options by
    delivering a properly executed exercise notice to the
    Corporation together with a copy of irrevocable instructions to
    a broker to deliver promptly to the Corporation the amount of
    sale or loan proceeds necessary to pay the exercise price and
    the amount of any required tax or other withholding obligations.


 



    PAGE 7









 






    (d) Evidence of Grant.  All Options shall
    be evidenced by a written Award Agreement between the
    Corporation and the Participant. The Award Agreement shall
    include such provisions not inconsistent with the Plan as may be
    specified by the Committee.



 



    (e) Exercise Term.  In no event may any
    Option be exercisable for more than ten years from the date of
    its grant.



 



    7.2 Incentive Stock Options.  The terms of
    any Incentive Stock Options granted under the Plan must comply
    with the following additional rules:



 



    (a) Lapse of Option.  An Incentive Stock
    Option shall lapse under the earliest of the following
    circumstances; provided, however, that the
    Committee may, prior to the lapse of the Incentive Stock Option
    under the circumstances described in paragraphs (3),
    (4) and (5) below, provide in writing that the Option
    will extend until a later date, but if an Option is exercised
    after the dates specified in paragraphs (3), (4) and
    (5) below, it will automatically become a Non-Qualified
    Stock Option:



 



    (1) The Incentive Stock Option shall lapse as of the option
    expiration date set forth in the Award Agreement.



 



    (2) The Incentive Stock Option shall lapse ten years after
    it is granted, unless an earlier time is set in the Award
    Agreement.



 



    (3) If the Participant terminates employment for any reason
    other than as provided in paragraph (4) or
    (5) below, the Incentive Stock Option shall lapse, unless
    it is previously exercised, three months after the
    Participant’s termination of employment; provided,
    however, that if the Participant’s employment is
    terminated by the Corporation for Cause, the Incentive Stock
    Option shall (to the extent not previously exercised) lapse
    immediately.



 



    (4) If the Participant terminates employment by reason of
    his Disability, the Incentive Stock Option shall lapse, unless
    it is previously exercised, one year after the
    Participant’s termination of employment.



 



    (5) If the Participant dies while employed, or during the
    three-month period described in paragraph (3) or
    during the one-year period described in
    paragraph (4) and before the Option otherwise lapses,
    the Option shall lapse one year after the Participant’s
    death. Upon the Participant’s death, any exercisable
    Incentive Stock Options may be exercised by the
    Participant’s beneficiary, determined in accordance with
    Section 14.5.



 



    Unless the exercisability of the Incentive Stock Option is
    accelerated as provided in Article 14, if a Participant
    exercises an Option after termination of employment, the Option
    may be exercised only with respect to the shares that were
    otherwise vested on the Participant’s termination of
    employment.



 



    (b) Individual Dollar Limitation.  The
    aggregate Fair Market Value (determined as of the time an Award
    is made) of all shares of Stock with respect to which Incentive
    Stock Options are first exercisable by a Participant in any
    calendar year may not exceed $100,000.00.



 



    (c) Ten Percent Owners.  No Incentive
    Stock Option shall be granted to any individual who, at the date
    of grant, owns stock possessing more than ten percent of the
    total combined voting power of all classes of stock of the
    Corporation or any Parent or Affiliate unless the exercise price
    per share of such Option is at least 110% of the Fair Market
    Value per share of Stock at the date of grant and the Option
    expires no later than five years after the date of grant.



 



    (d) Expiration of Incentive Stock
    Options.  No Award of an Incentive Stock Option
    may be made pursuant to the Plan after the day immediately prior
    to the tenth anniversary of the Effective Date.


 



    PAGE 8









 






    (e) Right to Exercise.  During a
    Participant’s lifetime, an Incentive Stock Option may be
    exercised only by the Participant or, in the case of the
    Participant’s Disability, by the Participant’s
    guardian or legal representative.



 



    (f) Directors.  The Committee may not
    grant an Incentive Stock Option to a non-employee director. The
    Committee may grant an Incentive Stock Option to a director who
    is also an employee of the Corporation or any Parent or
    Affiliate but only in that individual’s position as an
    employee and not as a director.



 



    7.3 Options Granted to Non-employee
    Directors.  Notwithstanding the foregoing, Options
    granted to Non-Employee Directors under this Article 7
    shall be subject to the following additional terms and
    conditions:



 



    (a) Lapse of Option.  An Option granted to
    a Non-Employee Director under this Article 7 shall lapse
    under the earliest of the following circumstances:



 



    (1) The Option shall lapse as of the option expiration date
    set forth in the Award Agreement.



 



    (2) If the Participant ceases to serve as a member of the
    Board for any reason other than as provided in the proviso to
    this paragraph (2) or in
    paragraph (3) below, the Option shall lapse, unless it
    is previously exercised, (A) in the case of Option grants
    made to Non-Employee Directors after January 27, 2006,
    three years after the Participant’s termination as a member
    of the Board and (B) in the case of Option grants made to
    Non-Employee Directors on or prior to January 27, 2006, on
    the later of
    (x) 51/2
    months following the Participant’s termination as a member
    of the Board of Directors or (y) December 31 of the
    year in which such termination of service occurs; provided,
    however, that if the Participant is removed for cause
    (determined in accordance with the Corporation’s bylaws, as
    amended from time to time), the Option shall (to the extent not
    previously exercised) lapse immediately.



 



    (3) If the Participant ceases to serve as a member of the
    Board by reason of his Disability or death, the Option shall
    lapse, unless it is previously exercised, (A) in the case
    of Option grants made to Non-Employee Directors after
    January 27, 2006, three years after the Participant’s
    termination as a member of the Board and (B) in the case of
    Option grants made to Non-Employee Directors on or prior to
    January 27, 2006,
    141/2
    months following the Participant’s termination as a member
    of the Board of Directors. If the Participant dies during the
    post termination exercise period specified above in
    paragraph (2) or in paragraph (3) and before
    the Option otherwise lapses, the Option shall lapse one year
    after the Participant’s death. Upon the Participant’s
    death, any exercisable Options may be exercised by the
    Participant’s beneficiary, determined in accordance with
    Section 14.5.



 



    If a Participant exercises Options after termination of his
    service on the Board, he may exercise the Options only with
    respect to the shares that were otherwise exercisable on the
    date of termination of his service on the Board. Such exercise
    otherwise shall be subject to the terms and conditions of this
    Article 7.



 



    (b) Acceleration Upon Change of
    Control.  Notwithstanding Section 7.1(b), in
    the event of a Change of Control, each Option granted to a
    Non-Employee Director under this Article 7 that is then
    outstanding immediately prior to such Change of Control shall
    become immediately vested and exercisable in full on the date of
    such Change of Control.


 



    PAGE 9









 







    ARTICLE 8

    



 




    STOCK
    APPRECIATION RIGHTS



 



    8.1 Grant of Stock Appreciation
    Rights.  The Committee is authorized to grant
    Stock Appreciation Rights to Participants on the following terms
    and conditions:



 



    (a) Right to Payment.  Upon the exercise
    of a Stock Appreciation Right, the Participant to whom it is
    granted has the right to receive the excess, if any, of:



 



    (1) The Fair Market Value of one share of Stock on the date
    of exercise; over



 



    (2) The grant price of the Stock Appreciation Right as
    determined by the Committee, which shall not be less than the
    Fair Market Value of one share of Stock on the date of grant.



 



    (b) Other Terms.  All awards of Stock
    Appreciation Rights shall be evidenced by an Award Agreement.
    The terms, methods of exercise, methods of settlement, form of
    consideration payable in settlement, and any other terms and
    conditions of any Stock Appreciation Right shall be determined
    by the Committee at the time of the grant of the Award and shall
    be reflected in the Award Agreement.



 




    ARTICLE 9

    



 




    PERFORMANCE
    SHARES



 



    9.1 Grant of Performance Shares.  The
    Committee is authorized to grant Performance Shares to
    Participants on such terms and conditions as may be selected by
    the Committee. The Committee shall have the complete discretion
    to determine the number of Performance Shares granted to each
    Participant, subject to Section 5.4. All Awards of
    Performance Shares shall be evidenced by an Award Agreement.



 



    9.2 Right to Payment.  A grant of
    Performance Shares gives the Participant rights, valued as
    determined by the Committee, and payable to, or exercisable by,
    the Participant to whom the Performance Shares are granted, in
    whole or in part, as the Committee shall establish at grant or
    thereafter. The Committee shall set performance goals and other
    terms or conditions to payment of the Performance Shares in its
    discretion which, depending on the extent to which they are met,
    will determine the number and value of Performance Shares that
    will be paid to the Participant.



 



    9.3 Other Terms.  Performance Shares may
    be payable in cash, Stock or other property, and have such other
    terms and conditions as determined by the Committee and
    reflected in the Award Agreement.



 




    ARTICLE 10

    



 




    RESTRICTED
    STOCK AWARDS



 



    10.1 Grant of Restricted Stock.  The
    Committee is authorized to make Awards of Restricted Stock to
    Participants in such amounts and subject to such terms and
    conditions as may be selected by the Committee. All Awards of
    Restricted Stock shall be evidenced by a Restricted Stock Award
    Agreement.



 



    10.2 Issuance and
    Restrictions.  Restricted Stock shall be subject
    to such restrictions on transferability and other restrictions
    as the Committee may impose (including, without limitation,
    limitations on the right to vote Restricted Stock or the right
    to receive dividends on the Restricted Stock). These
    restrictions may lapse separately or in combination at such
    times, under such circumstances, in such installments, upon the
    satisfaction of performance goals or otherwise, as the Committee
    determines at the time of the grant of the Award or thereafter.



 



    10.3 Forfeiture.  Except as otherwise
    determined by the Committee at the time of the grant of the
    Award or thereafter, upon termination of employment during the
    applicable restriction period or upon failure to satisfy


 



    PAGE 10









 






    a performance goal during the applicable restriction period,
    Restricted Stock that is at that time subject to restrictions
    shall be forfeited and reacquired by the Corporation;
    provided, however, that the Committee may provide
    in any Award Agreement that restrictions or forfeiture
    conditions relating to Restricted Stock will be waived in whole
    or in part in the event of terminations resulting from specified
    causes, and the Committee may in other cases waive in whole or
    in part restrictions or forfeiture conditions relating to
    Restricted Stock.



 



    10.4 Certificates for Restricted
    Stock.  Restricted Stock granted under the Plan
    may be evidenced in such manner as the Committee shall
    determine. If certificates representing shares of Restricted
    Stock are registered in the name of the Participant,
    certificates must bear an appropriate legend referring to the
    terms, conditions and restrictions applicable to such Restricted
    Stock.



 




    ARTICLE 11

    



 




    DIVIDEND
    EQUIVALENTS



 



    11.1 Grant of Dividend Equivalents.  The
    Committee is authorized to grant Dividend Equivalents to
    Participants subject to such terms and conditions as may be
    selected by the Committee. Dividend Equivalents shall entitle
    the Participant to receive payments (in cash, Stock or other
    property) equal to dividends with respect to all or a portion of
    the number of shares of Stock subject to an Award, as determined
    by the Committee. The Committee may provide that Dividend
    Equivalents be paid or distributed when accrued, or be deemed to
    have been reinvested in additional shares of Stock or otherwise
    reinvested.



 




    ARTICLE 12

    



 




    OTHER
    STOCK-BASED AWARDS



 



    12.1 Grant of Other Stock-based Awards.  The
    Committee is authorized, subject to limitations under applicable
    law, to grant to Participants such other Awards that are payable
    in, valued in whole or in part by reference to, or otherwise
    based on or related to shares of Stock, as deemed by the
    Committee to be consistent with the purposes of the Plan,
    including, without limitation, shares of Stock awarded purely as
    a “bonus” and not subject to any restrictions or
    conditions, convertible or exchangeable debt securities, other
    rights convertible or exchangeable into shares of Stock, stock
    units, phantom stock and other Awards valued by reference to
    book value of shares of Stock or the value of securities of or
    the performance of specified Parents or Subsidiaries. The
    Committee shall determine the terms and conditions of such
    Awards.



 




    ARTICLE 13

    



 




    ANNUAL
    AWARDS TO NON-EMPLOYEE DIRECTORS



 



    13.1 Grant of Options.  Each Non-Employee
    Director who is serving in such capacity as of January 1 of each
    year that the Plan is in effect shall be granted a Non-Qualified
    Option to purchase 13,200 shares of Stock, subject to
    adjustment as provided in Article 15. In addition, each
    Non-Employee Director who is serving in such capacity as of the
    effective date of the Initial Public Offering shall be granted a
    Non-Qualified Stock Option to purchase 13,200 shares
    of Stock on such date. Each such date that Options are to be
    granted under this Article 13 is referred to hereinafter as
    a “Grant Date”. In addition, the Committee may, in its
    sole discretion, permit or require each Non-Employee Director to
    receive all or any portion of his or her compensation for
    services as a director in the form of an Award under the Plan
    with such term and conditions as may be determined by the Board
    in its sole discretion.



 



    If on any Grant Date, shares of Stock are not available under
    the Plan to grant to Non-Employee Directors the full amount of a
    grant contemplated by the immediately preceding paragraph, then
    each Non-Employee Director shall receive an Option (a
    “Reduced Grant”) to purchase shares of Stock in an
    amount


 



    PAGE 11









 






    equal to the number of shares of Stock then available under the
    Plan divided by the number of Non-Employee Directors as of the
    applicable Grant Date. Fractional shares shall be ignored and
    not granted.



 



    If a Reduced Grant has been made and, thereafter, during the
    term of the Plan, additional shares of Stock become available
    for grant, then each person who was a Non-Employee Director both
    on the Grant Date on which the Reduced Grant was made and on the
    date additional shares of Stock become available (a
    “Continuing Non-Employee Director”) shall receive an
    additional Option to purchase shares of Stock. The number of
    newly available shares shall be divided equally among the
    Options granted to the Continuing Non-Employee Directors;
    provided, however, that the aggregate number of
    shares of Stock subject to a Continuing Non-Employee
    Director’s additional Option plus any prior Reduced Grant
    to the Continuing Non-Employee Director on the applicable Grant
    Date shall not exceed 13,200 shares (subject to adjustment
    pursuant to Article 15). If more than one Reduced Grant has
    been made, available Options shall be granted beginning with the
    earliest such Grant Date.



 



    13.2 Option Price.  The option price for
    each Option granted under this Article 13 shall be the Fair
    Market Value on the date of grant of the Option.



 



    13.3 Term.  Each Option granted under this
    Article 13 shall, to the extent not previously exercised,
    terminate and expire on the date ten (10) years after the
    date of grant of the Option, unless earlier terminated as
    provided in Section 13.4.



 



    13.4 Lapse of Option.  An Option granted
    under this Article 13 shall not automatically lapse by
    reason of the Participant ceasing to qualify as a Non-Employee
    Director but remaining as a member of the Board. An Option
    granted under this Article 13 shall lapse under the
    earliest of the following circumstances:



 



    (1) The Option shall lapse ten years after it is granted.



 



    (2) If the Participant ceases to serve as a member of the
    Board for any reason other than as provided in the proviso to
    this paragraph (2) or paragraph (3) below,
    the Option shall lapse, unless it is previously exercised,
    (A) in the case of Option grants made to Non-Employee
    Directors after January 27, 2006, three years after the
    Participant’s termination as a member of the Board and
    (B) in the case of Option grants made to Non-Employee
    Directors on or prior to January 27, 2006, on the later of
    (x) 51/2
    months following the Participant’s termination as a member
    of the Board of Directors or (y) December 31 of the
    year in which such termination of service occurs; provided,
    however, that if the Participant is removed for cause
    (determined in accordance with the Corporation’s bylaws, as
    amended from time to time), the Option shall (to the extent not
    previously exercised) lapse immediately.



 



    (3) If the Participant ceases to serve as a member of the
    Board by reason of his Disability or death, the Option shall
    lapse, unless it is previously exercised, (A) in the case
    of Option grants made to Non-Employee Directors after
    January 27, 2006, three years after the Participant’s
    termination as a member of the Board and (B) in the case of
    Option grants made to Non-Employee Directors on or prior to
    January 27, 2006,
    141/2
    months following the Participant’s termination as a member
    of the Board of Directors.



 



    (4) If the Participant dies during the post termination
    exercise period specified above in paragraph (2) or in
    paragraph (3) and before the Option otherwise lapses,
    the Option shall lapse one year after the Participant’s
    death. Upon the Participant’s death, any exercisable
    Options may be exercised by the Participant’s beneficiary,
    determined in accordance with Section 14.5.



 



    If a Participant exercises Options after termination of his or
    her service on the Board, he or she may exercise the Options
    only with respect to the shares that were otherwise exercisable
    on the date of termination of his service on the Board. Such
    exercise otherwise shall be subject to the terms and conditions
    of this Article 13.


 



    PAGE 12









 






    13.5 Cancellation of Options.  Upon a
    Participant’s termination of service for any reason other
    than death or Disability, all Options that have not vested in
    accordance with the Plan shall be cancelled immediately.



 



    13.6 Exercisability.  Subject to
    Section 13.7, each Option grant under this Article 13
    shall be exercisable as to twenty-five percent (25%) of the
    Option shares on each of the first, second, third and fourth
    anniversaries of the Grant Date, such that the Options will be
    fully exercisable after four years from the Grant Date.



 



    13.7 Acceleration Upon Change of
    Control.  Notwithstanding Section 13.6, in
    the event of a Change of Control, each Option granted under this
    Article 13 that is then outstanding immediately prior to
    such Change of Control shall become immediately exercisable in
    full on the date of such Change in Control.



 



    13.8 Termination of Article 13.  No
    Options shall be granted under this Article 13 after
    January 1, 2015.



 



    13.9 Non-exclusivity.  Nothing in this
    Article 13 shall prohibit the Committee from making
    discretionary Awards to Non-Employee Directors pursuant to the
    other provisions of the Plan before or after January 1,
    2015. Options granted pursuant to this Article 13 shall be
    governed by the provisions of this Article 13 and by other
    provisions of the Plan to the extent not inconsistent with the
    provisions of this Article 13.



 




    ARTICLE 14

    



 




    PROVISIONS
    APPLICABLE TO AWARDS



 



    14.1 Stand-alone, Tandem, and Substitute
    Awards.  Awards granted under the Plan may, in the
    discretion of the Committee, be granted either alone or in
    addition to, in tandem with, (subject to the last sentence of
    Section 4.3) or in substitution for, any other Award
    granted under the Plan. If an Award is granted in substitution
    for another Award, the Committee may require the surrender of
    such other Award in consideration of the grant of the new Award.
    Awards granted in addition to or in tandem with other Awards may
    be granted either at the same time as or at a different time
    from the grant of such other Awards.



 



    14.2 Term of Award.  The term of each
    Award shall be for the period as determined by the Committee,
    provided that in no event shall the term of any Incentive
    Stock Option or a Stock Appreciation Right granted in tandem
    with the Incentive Stock Option exceed a period of ten years
    from the date of its grant (or, if Section 7.2(c) applies,
    five years from the date of its grant).



 



    14.3 Form of Payment for
    Awards.  Subject to the terms of the Plan and any
    applicable law or Award Agreement, payments or transfers to be
    made by the Corporation or a Parent or Affiliate on the grant or
    exercise of an Award may be made in such form as the Committee
    determines at or after the time of grant, including, without
    limitation, cash, Stock, other Awards or other property, or any
    combination thereof, and may be made in a single payment or
    transfer, in installments or on a deferred basis, in each case
    determined in accordance with rules adopted by, and at the
    discretion of, the Committee.



 



    14.4 Limits on Transfer.  No right or
    interest of a Participant in any unexercised or restricted Award
    may be pledged, encumbered or hypothecated to or in favor of any
    party other than the Corporation or a Parent or Affiliate, or
    shall be subject to any lien, obligation, or liability of such
    Participant to any other party other than the Corporation or a
    Parent or Affiliate. No unexercised or restricted Award shall be
    assignable or transferable by a Participant other than by will
    or the laws of descent and distribution or, except in the case
    of an Incentive Stock Option, pursuant to a domestic relations
    order that would satisfy Section 414(p)(1)(A) of the Code
    if such Section applied to an Award under the Plan;
    provided, however, that the Committee may (but
    need not) permit other transfers where the Committee concludes
    that such transferability (i) does not result in
    accelerated taxation or other adverse tax consequences,
    (ii) does not cause any Option intended to be an Incentive
    Stock Option to fail to be described in Section 422(b) of
    the Code, and (iii) is otherwise appropriate and desirable,
    taking into account any factors deemed relevant, including,
    without limitation, state or federal tax or securities laws
    applicable to transferable Awards.


 



    PAGE 13









 






    14.5 Beneficiaries.  Notwithstanding
    Section 14.4, a Participant may, in the manner determined
    by the Committee, designate a beneficiary to exercise the rights
    of the Participant and to receive any distribution with respect
    to any Award upon the Participant’s death. A beneficiary,
    legal guardian, legal representative or other person claiming
    any rights under the Plan is subject to all terms and conditions
    of the Plan and any Award Agreement applicable to the
    Participant, except to the extent the Plan and such Award
    Agreement otherwise provide, and to any additional restrictions
    deemed necessary or appropriate by the Committee. If no
    beneficiary has been designated or survives the Participant,
    payment shall be made to the Participant’s estate. Subject
    to the foregoing, a beneficiary designation may be changed or
    revoked by a Participant at any time, provided the change
    or revocation is filed with the Committee.



 



    14.6 Stock Certificates.  All Stock
    issuable under the Plan is subject to any stop-transfer orders
    and other restrictions as the Committee deems necessary or
    advisable to comply with federal or state securities laws, rules
    and regulations and the rules of any national securities
    exchange or automated quotation system on which the Stock is
    listed, quoted or traded. The Committee may place legends on any
    Stock certificate or issue instructions to the transfer agent to
    reference restrictions applicable to the Stock.



 



    14.7 Acceleration Upon Death or
    Disability.  Unless otherwise set forth in an
    Award Agreement, upon the Participant’s death or Disability
    during his employment or service as a director, all outstanding
    Options, Stock Appreciation Rights, Restricted Stock Awards and
    other Awards in the nature of rights that may be exercised shall
    become fully exercisable and all restrictions on outstanding
    Awards shall lapse. Any Option or Stock Appreciation Rights
    Awards shall thereafter continue or lapse in accordance with the
    other provisions of the Plan and the Award Agreement. To the
    extent that this provision causes Incentive Stock Options to
    exceed the dollar limitation set forth in Section 7.2(b),
    the excess Options shall be deemed to be Non-Qualified Stock
    Options.



 



    14.8 Acceleration of Vesting and Lapse of
    Restrictions.  Subject to Sections 7.3(b) and
    13.7, the Committee may, in its sole discretion, at any time
    (including, without limitation, prior to, coincident with or
    subsequent to a Change of Control) determine that (a) all
    or a portion of a Participant’s Options, Stock Appreciation
    Rights and other Awards in the nature of rights that may be
    exercised shall become fully or partially exercisable, and/or
    (b) all or a part of the restrictions on all or a portion
    of the outstanding Awards shall lapse, in each case, as of such
    date as the Committee may, in its sole discretion, declare;
    provided, however, that, with respect to Awards
    that are subject to Section 409A of the Code, the Committee
    shall not have the authority to accelerate or postpone the
    timing of payment or settlement of an Award in a manner that
    would cause such Award to become subject to the interest and
    penalty provisions under Section 409A of the Code. The
    Committee may discriminate among Participants and among Awards
    granted to a Participant in exercising its discretion pursuant
    to this Section 14.8. All Awards made to Non-Employee
    Directors shall become fully vested and, in the case of Options,
    Stock Appreciation Rights and other Awards in the nature of
    rights that may be exercised, fully exercisable in the event of
    the occurrence of a Change of Control as of the date of such
    Change of Control.



 



    14.9 Other Adjustments.  If (i) an
    Award is accelerated under Sections 7.3(b), 13.7 and/or
    14.8 or (ii) a Change of Control occurs (regardless or
    whether acceleration under Sections 7.3(b), 13.7 and/or
    14.8 occurs), the Committee may, in its sole discretion, provide
    (a) that the Award will expire after a designated period of
    time after such acceleration or Change of Control, as
    applicable, to the extent not then exercised, (b) that the
    Award will be settled in cash rather than Stock, (c) that
    the Award will be assumed by another party to a transaction
    giving rise to the acceleration or a party to the Change of
    Control, (d) that the Award will otherwise be equitably
    converted or adjusted in connection with such transaction or
    Change of Control, or (e) any combination of the foregoing.
    The Committee’s determination need not be uniform and may
    be different for different Participants whether or not such
    Participants are similarly situated; provided,
    however, that, with respect to Awards that are subject to
    Section 409A of the Code, the Committee shall not have the
    authority to accelerate or postpone the timing of payment or
    settlement of an Award in a manner that would cause such Award
    to become subject to the interest and penalty provisions under
    Section 409A of the Code.


 



    PAGE 14









 






    14.10 Performance Goals.  In order to
    preserve the deductibility of an Award under Section 162(m)
    of the Code, the Committee may determine that any Award granted
    pursuant to this Plan to a Participant that is or is expected to
    become a Covered Employee shall be determined solely on the
    basis of (a) the achievement by the Corporation or
    Subsidiary of a specified target return, or target growth in
    return, on equity or assets, (b) the Corporation’s
    stock price, (c) the Corporation’s total shareholder
    return (stock price appreciation plus reinvested dividends)
    relative to a defined comparison group or target over a specific
    performance period, (d) the achievement by the Corporation
    or a Parent or Subsidiary, or a business unit of any such
    entity, of a specified target, or target growth in, net income,
    revenues, earnings per share, earnings before income and taxes,
    and earnings before income, taxes, depreciation and
    amortization, or (e) any combination of the goals set forth
    in (a) through (d) above. If an Award is made on such
    basis, the Committee shall establish goals prior to the
    beginning of the period for which such performance goal relates
    (or such later date as may be permitted under
    Section 162(m) of the Code or the regulations thereunder),
    and the Committee has the right for any reason to reduce (but
    not increase) the Award, notwithstanding the achievement of a
    specified goal. Any payment of an Award granted with performance
    goals shall be conditioned on the written certification of the
    Committee in each case that the performance goals and any other
    material conditions were satisfied.



 



    14.11 Termination of Employment.  Whether
    military, government or other service or other leave of absence
    shall constitute a termination of employment shall be determined
    in each case by the Committee at its discretion, and any
    determination by the Committee shall be final and conclusive. A
    termination of employment shall not occur (i) in a
    circumstance in which a Participant transfers from the
    Corporation to one of its Parents or Subsidiaries, transfers
    from a Parent or Affiliate to the Corporation, or transfers from
    one Parent or Affiliate to another Parent or Affiliate, or
    (ii) in the discretion of the Committee as specified at or
    prior to such occurrence, in the case of a split-off, spin-off,
    sale or other disposition of the Participant’s employer
    from the Corporation or any Parent or Affiliate. To the extent
    that this provision causes Incentive Stock Options to extend
    beyond three months from the date a Participant is deemed to be
    an employee of the Corporation, a Parent or Affiliate for
    purposes of Section 424(f) of the Code, the Options held by
    such Participant shall be deemed to be Non-Qualified Stock
    Options.



 



    14.12 Loan Provisions.  Subject to
    applicable laws, rules and regulations, including, without
    limitation, Section 402 of the Sarbanes-Oxley Act of 2002,
    with the consent of the Committee, the Corporation may make,
    guarantee or arrange for a loan or loans to a Participant with
    respect to the exercise of any Option granted under this Plan
    and/or with respect to the payment of the purchase price, if
    any, of any Award granted hereunder and/or with respect to the
    payment by the Participant of any or all federal and/or state
    income taxes due on account of the granting or exercise of any
    Award hereunder. The Committee shall have full authority to
    decide whether to make a loan or loans hereunder and to
    determine the amount, terms and provisions of any such loan(s),
    including the interest rate to be charged in respect of any such
    loan(s), whether the loan(s) are to be made with or without
    recourse against the borrower, the collateral or other security,
    if any, securing the repayment of the loan(s), the terms on
    which the loan(s) are to be repaid and the conditions, if any,
    under which the loan(s) may be forgiven.



 




    ARTICLE 15

    



 




    CHANGES
    IN CAPITAL STRUCTURE



 



    15.1 General.  Upon or in contemplation of
    (a) any reclassification, recapitalization, stock split
    (including a stock split in the form of a stock dividend) or
    reverse stock split, (b) any merger, combination,
    consolidation, or other reorganization, (c) any spin-off,
    split-up, or similar extraordinary dividend distribution in
    respect of the Stock (whether in the form of securities or
    property), (d) any exchange of Stock or other securities of
    the Corporation, or any similar, unusual or extraordinary
    corporate transaction in respect of the Stock, or (e) a
    sale of all or substantially all the business or assets of the
    Corporation as an entirety, then the


 



    PAGE 15









 






    Committee shall, in such manner, to such extent (if any) and at
    such time as it deems appropriate and equitable in the
    circumstances:



 



    (i) proportionately adjust any or all of (A) the
    number and type of shares of Stock (or other securities) that
    thereafter may be made the subject of Awards (including the
    specific share limits, maximums and numbers of shares set forth
    elsewhere in this Plan), (B) the number, amount and type of
    shares of Stock (or other securities or property) subject to any
    or all outstanding Awards, (C) the grant, purchase, or
    exercise price (which term includes the base price of any SAR or
    similar right) of any or all outstanding Awards, (D) the
    securities, cash or other property deliverable upon exercise or
    payment of any outstanding Awards, or (E) the performance
    standards applicable to any outstanding Awards, or



 



    (ii) make provision for a cash payment or for the
    assumption, substitution or exchange of any or all outstanding
    share-based Awards or the cash, securities or property
    deliverable to the holder of any or all outstanding share-based
    Awards, based upon the distribution or consideration payable to
    holders of the Stock upon or in respect of such event.



 



    The Committee may adopt such valuation methodologies for
    outstanding Awards as it deems reasonable in the event of a cash
    or property settlement and, in the case of Options, SARs or
    similar rights, but without limitation on other methodologies,
    may base such settlement solely upon the excess if any of the
    per share amount payable upon or in respect of such event over
    the exercise or base price of the Award. With respect to any
    Award of an Incentive Stock Option, the Committee may make such
    an adjustment that causes the option to cease to qualify as an
    Incentive Stock Option without the consent of the affected
    Participant.



 



    In any of such events, the Committee may take such action prior
    to such event to the extent that the Committee deems the action
    necessary to permit the Participant to realize the benefits
    intended to be conveyed with respect to the underlying shares in
    the same manner as is or will be available to stockholders
    generally. In the case of any stock split or reverse stock
    split, if no action is taken by the Committee, the proportionate
    adjustments contemplated by clause (i) above shall
    nevertheless be made.



 




    ARTICLE 16

    



 




    AMENDMENT,
    MODIFICATION AND TERMINATION



 



    16.1 Amendment, Modification and
    Termination.  The Board or the Committee may, at
    any time and from time to time, amend, modify or terminate the
    Plan; provided, however, that the Board or the Committee may
    condition any amendment or modification on the approval of
    shareholders of the Corporation if such approval is necessary or
    deemed advisable with respect to tax, securities or other
    applicable laws, policies or regulations.



 



    16.2 Awards Previously Granted.  At any
    time and from time to time, but subject to Section 4.3, the
    Committee may amend, modify or terminate any outstanding Award
    or Award Agreement without approval of the Participant;
    provided, however, that, subject to the terms of the applicable
    Award Agreement, such amendment, modification or termination
    shall not, without the Participant’s consent, reduce or
    diminish the value of such Award determined as if the Award had
    been exercised, vested, cashed in or otherwise settled on the
    date of such amendment or termination; provided further,
    however, that the original term of any Option may not be
    extended. No termination, amendment, or modification of the Plan
    shall adversely affect any Award previously granted under the
    Plan, without the written consent of the Participant.
    Notwithstanding any provision herein to the contrary, the
    Committee shall have broad authority to amend the Plan or any
    outstanding Award under the Plan without approval of the
    Participant to the extent necessary or desirable (i) to
    comply with, or take into account changes in, applicable tax
    laws, securities laws, accounting rules and other applicable
    laws, rules and regulations or (ii) to ensure that an Award
    is not subject to interest and penalties under Section 409A
    of the Code.


 



    PAGE 16









 







    ARTICLE 17

    



 




    GENERAL
    PROVISIONS



 



    17.1 No Rights to Awards.  No Participant
    or any eligible participant shall have any claim to be granted
    any Award under the Plan, and neither the Corporation nor the
    Committee is obligated to treat Participants or eligible
    participants uniformly.



 



    17.2 No Stockholder Rights.  No Award
    gives the Participant any of the rights of a shareholder of the
    Corporation unless and until shares of Stock are in fact issued
    to such person in connection with the exercise, payment or
    settlement of such Award.



 



    17.3 Withholding.  The Corporation or any
    Subsidiary, Parent or Affiliate shall have the authority and the
    right to deduct or withhold, or require a Participant to remit
    to the Corporation, an amount sufficient to satisfy federal,
    state, local and other taxes (including the Participant’s
    FICA obligation) required by law to be withheld with respect to
    any taxable event arising as a result of the Plan. With respect
    to withholding required upon any taxable event under the Plan,
    the Committee may, at the time the Award is granted or
    thereafter, require or permit that any such withholding
    requirement be satisfied, in whole or in part, by
    (i) withholding from the Award shares of Stock or
    (ii) delivering shares of Stock that are already owned,
    having a Fair Market Value on the date of withholding equal to
    the minimum amount (and not any greater amount) required to be
    withheld for tax purposes, all in accordance with such
    procedures as the Committee establishes. The Corporation or any
    Subsidiary, Parent or Affiliate, as appropriate, shall also have
    the right to deduct from all cash payments made to a Participant
    (whether or not such payment is made in connection with an
    Award) any applicable taxes required to be withheld with respect
    to such payments.



 



    17.4 No Right to Continued
    Service.  Nothing in the Plan or any Award
    Agreement shall interfere with or limit in any way the right of
    the Corporation or any Parent or Affiliate to terminate any
    Participant’s employment or status as an officer, director
    or consultant at any time, nor confer upon any Participant any
    right to continue as an employee, officer, director or
    consultant of the Corporation or any Parent or Affiliate. In its
    sole discretion, the Board or the Committee may authorize the
    creation of trusts or other arrangements to meet the obligations
    created under the Plan to deliver shares of Stock with respect
    to awards hereunder.



 



    17.5 Unfunded Status of Awards.  The Plan
    is intended to be an “unfunded” plan for incentive and
    deferred compensation. With respect to any payments not yet made
    to a Participant pursuant to an Award, nothing contained in the
    Plan or any Award Agreement shall give the Participant any
    rights that are greater than those of a general creditor of the
    Corporation or any Parent or Affiliate.



 



    17.6 Indemnification.  To the extent
    allowable under applicable law, each member of the Committee
    shall be indemnified and held harmless by the Corporation from
    any loss, cost, liability or expense that may be imposed upon or
    reasonably incurred by such member in connection with or
    resulting from any claim, action, suit or proceeding to which
    such member may be a party or in which he may be involved by
    reason of any action or failure to act under the Plan and
    against and from any and all amounts paid by such member in
    satisfaction of judgment in such action, suit or proceeding
    against him; provided such member shall give the Corporation an
    opportunity, at its own expense, to handle and defend the same
    before such member undertakes to handle and defend it on his or
    her own behalf. The foregoing right of indemnification shall not
    be exclusive of any other rights of indemnification to which
    such persons may be entitled under the Corporation’s
    Certificate of Incorporation or Bylaws, as a matter of law, or
    otherwise, or any power that the Corporation may have to
    indemnify them or hold such persons harmless.



 



    17.7 Relationship to Other Benefits.  No
    payment under the Plan shall be taken into account in
    determining any benefits under any pension, retirement, savings,
    profit sharing, group insurance, welfare or benefit plan of the
    Corporation or any Parent or Affiliate unless provided otherwise
    in such other plan.



 



    17.8 Expenses; Application of Funds.  The
    expenses of administering the Plan shall be borne by the
    Corporation and its Parents or Subsidiaries. The proceeds
    received by the Corporation from the sale of shares of Stock
    pursuant to Awards will be used for general corporate purposes.


 



    PAGE 17









 






    17.9 Titles and Headings.  The titles and
    headings of the Sections in the Plan are for convenience of
    reference only, and in the event of any conflict, the text of
    the Plan, rather than such titles or headings, shall control.



 



    17.10 Gender and Number.  Except where
    otherwise indicated by the context, any masculine term used
    herein also shall include the feminine; the plural shall include
    the singular and the singular shall include the plural.



 



    17.11 Fractional Shares.  No fractional
    shares of Stock shall be issued and the Committee shall
    determine, in its discretion, whether cash shall be given in
    lieu of fractional shares or whether such fractional shares
    shall be eliminated by rounding up or down.



 



    17.12 Government and Other
    Regulations.  The obligation of the Corporation to
    make payment of awards in Stock or otherwise shall be subject to
    all applicable laws, rules and regulations, and to such
    approvals by government agencies as may be required. To the
    extent that Awards under the Plan are awarded to individuals who
    are domiciled or resident outside of the United States or to
    persons who are domiciled or resident in the United States but
    who are subject to the tax laws of a jurisdiction outside of the
    United States, the Committee may adjust the terms of the Awards
    granted hereunder to such person (i) to comply with the
    laws of such jurisdiction and (ii) to avoid adverse tax
    consequences relating to an Award. The authority granted under
    the previous sentence shall include the discretion for the
    Committee to adopt, on behalf of the Corporation, one or more
    sub-plans applicable to separate classes of Participants who are
    subject to the laws of jurisdictions outside of the United
    States.



 



    17.13 Securities Law Restrictions.  An
    Award may not be exercised or settled and no shares of Stock may
    be issued in connection with an Award unless the issuance of
    such shares of Stock has been registered under the 1933 Act
    and qualified under applicable state “blue sky” laws
    and any applicable foreign securities laws, or the Corporation
    has determined that an exemption from registration and from
    qualification under such state “blue sky” laws is
    available. The Corporation shall be under no obligation to
    register under the 1933 Act, or any state securities act,
    any of the shares of Stock issued in connection with the Plan.
    The shares issued in connection with the Plan may in certain
    circumstances be exempt from registration under the
    1933 Act, and the Corporation may restrict the transfer of
    such shares in such manner as it deems advisable to ensure the
    availability of any such exemption. The Committee may require
    each Participant purchasing or acquiring shares of Stock
    pursuant to an Award under the Plan to represent to and agree
    with the Corporation in writing that such Participant is
    acquiring the shares of Stock for investment purposes and not
    with a view to the distribution thereof. All certificates for
    shares of Stock delivered under the Plan 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 exchange upon which the Stock is then listed, and any
    applicable securities law, and the Committee may cause a legend
    or legends to be put on any such certificates to make
    appropriate reference to such restrictions.



 



    17.14 Satisfaction of
    Obligations.  Subject to applicable law, the
    Corporation may apply any cash, shares of Stock, securities or
    other consideration received upon exercise or settlement of an
    Award to any obligations a Participant owes to the Corporation
    and its Parents, Subsidiaries or Affiliates in connection with
    the Plan or otherwise, including, without limitation, any tax
    obligations or obligations under a currency facility established
    in connection with the Plan.



 



    17.15 Section 409A of the Code.  If
    any provision of the Plan or an Award Agreement contravenes any
    regulations or Treasury guidance promulgated under
    Section 409A of the Code or could cause an Award to be
    subject to the interest and penalties under Section 409A of
    the Code, such provision of the Plan or any Award Agreement
    shall be modified to maintain, to the maximum extent
    practicable, the original intent of the applicable provision
    without violating the provisions of Section 409A of the
    Code. Moreover, any discretionary authority that the Board or
    the Committee may have pursuant to the Plan shall not be
    applicable to an Award that is subject to Section 409A of
    the Code to the extent such discretionary authority will
    contravene Section 409A of the Code or the Treasury
    guidance promulgated thereunder.



 



    17.16 Governing Law.  To the extent not
    governed by federal law, the Plan and all Award Agreements shall
    be construed in accordance with and governed by the laws of the
    State of Delaware.


 



    PAGE 18









 






    17.17 Additional Provisions.  Each Award
    Agreement may contain such other terms and conditions as the
    Board or the Committee may determine, provided that such
    other terms and conditions are not inconsistent with the
    provisions of this Plan. In the event of any conflict or
    inconsistency between the Plan and an Award Agreement, the Plan
    shall govern and the Award Agreement shall be interpreted to
    minimize or eliminate such conflict or inconsistency.


 



    PAGE 19