Prepared by R.R. Donnelley Financial -- 1996 Stock Incentive Plan as amended

  CACI INTERNATIONAL INC
 1996 STOCK INCENTIVE PLAN
 (as amended through November 2000)
 [share amounts adjusted to reflect 2-for-1 split effective in 2001]
 SECTION 1. General Purpose of the Plan; Definitions
                 The name of the plan is the CACI International Inc 1996 Stock Incentive Plan (the “Plan”). The purpose of
the Plan is to encourage and enable the officers, employees and directors of CACI International Inc (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful
conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the
Company and its shareholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.
                 The following terms shall be defined as set forth below:
                 “Act” means the Securities Exchange Act of 1934, as amended.
                 “Award” or “Awards”, except where referring to a particular category of grant under the Plan,
shall include Incentive Stock Options, Non-Qualified Stock Options, Conditioned Stock Awards, Unrestricted Stock Awards and Performance Share Awards. 
                 “Board” means the Board of Directors of the Company.
                 “Cause” means (i) any material breach by the participant of any agreement to which the participant and the
Company are both parties, and (ii) any act or omission justifying termination for cause in accordance with the terms of Section 3030, Employee Terminations, of the Company’s then-current Policy and Guidelines.
                 “Change of Control” shall have the meaning set forth in Section 14.
                 “Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules,
regulations and interpretations.
                 “Conditioned Stock Award” means an Award
granted pursuant to Section 6.
                 “Committee” shall have the meaning set forth
in Section 2.
                 “Disability” means disability as set forth in Section 22(e)(3)
of the Code.
 
 




                 “Effective Date” means the date on which the Plan is
approved by stockholders as set forth in Section 16.
                 “Eligible Person” shall
have the meaning set forth in Section 4.  
                 “Fair Market Value” on any given date means the closing price per share of the Stock on such date as
reported by a nationally recognized stock exchange, or, if the Stock is not listed on such an exchange, as reported by NASDAQ, or, if the Stock is not quoted on NASDAQ, the fair market value of the Stock as determined by the Committee.

                 “Incentive Stock Option” means any Stock Option designated and qualified as an
“incentive stock option” as defined in Section 422 of the Code.
                 “Non-Employee Director” means a member of the Board who is not also an employee of the Company or any
Subsidiary.”
                 “Non-Qualified Stock Option” means any Stock Option that is
not an Incentive Stock Option.
                 “Normal Retirement” means retirement from
active employment with the Company and its Subsidiaries in accordance with the retirement policies of the Company and its Subsidiaries then in effect.
                 “Outside Director” means any director who (i) is not an employee of the Company or of any “affiliated
group,” as such term is defined in Section 1504(a) of the Code, which includes the Company (an “Affiliate”), (ii) is not a former employee of the Company or any Affiliate who is receiving compensation for prior services (other than
benefits under a tax-qualified retirement plan) during the Company’s or any Affiliate’s taxable year, (iii) has not been an officer of the Company or any Affiliate and (iv) does not receive remuneration from the Company or any Affiliate,
either directly or indirectly, in any capacity other than as a director. “Outside Director” shall be determined in accordance with Section 162(m) of the Code and the Treasury regulations issued thereunder.
                 “Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to
Section 5.
                 “Performance Share Award” means an Award granted pursuant to
Section 8.
                 “Stock” means the Common Stock, $.10 par value per share, of the
Company, subject to adjustments pursuant to Section 3.
                 “Subsidiary” means a
subsidiary as defined in Section 424 of the Code. 
                 “Unrestricted Stock Award”
means Awards granted pursuant to Section 7.
  






	SECTION 2. Administration of Plan; Committee Authority to Select Participants and Determine Awards.
	 	 
	                (a)         Committee. The Plan shall
be administered by a Stock Incentive Plan Committee (the “Committee”) consisting of all members of the Compensation Committee of the Company who qualify as Outside Directors. The Committee shall have at least two (2) members at all times.
None of the members of the Committee shall have been granted any Award under this Plan (other than pursuant to Sections 5(c) and 7(b)) or any other stock option plan of the Company within one year prior to service on the Committee. It is the
intention of the Company that the Plan shall be administered by “Non-Employee Directors” within the meaning of Rule 16b–3 under the Act, but the authority and validity of any act taken or not taken by the Committee shall not be
affected if any person administering the Plan is not a “Non-Employee Director.” Except as specifically reserved to the Board under the terms of the Plan, the Committee shall have full and final authority to operate, manage and administer
the Plan on behalf of the Company. Action by the Committee shall require the affirmative vote of a majority of all members thereof. 
	 	 
	                (b)         Powers of Committee. The
Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:
	 	 
	 	             (i)     to select the officers and other employees of the Company and its Subsidiaries
to whom Awards may from time to time be granted;
	 	 
	 	             (ii)    to determine the time or times of grant, and the extent, if any, of Incentive
Stock Options, Non-Qualified Stock Options, Conditioned Stock, Unrestricted Stock and Performance Shares or any combination of the foregoing, granted to any one or more participants;
	 	 
	 	             (iii)    to determine the number of shares to be covered by any Award;
	 	 
	 	             (iv)     to determine and modify the terms and conditions, including restrictions, not
inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and participants, and to approve the form of written instruments evidencing the Awards; provided, however, that no such action shall
adversely affect rights under any outstanding Award without the participant’s consent; nor shall any such action change the price at which any Award was made;
	 	 
	 	             (v)     to accelerate the exercisability or vesting of all or any portion of any
Award;
	 	 
	 	             (vi)    subject to the provisions of Section 5(a)(ii), to extend the period in which any
outstanding Stock Option or Stock Appreciation Right may be exercised;
	 	 
	 	             (vii)    to determine whether, to what extent, and under what circumstances Stock and
other amounts payable with respect to an Award shall be deferred either automatically or at the election of the participant and whether and to what extent the Company shall pay or 

  






	 	credit amounts equal to interest (at rates determined by the Committee) or dividends or deemed dividends on such deferrals; and
	 	 
	 	             (viii)   to adopt, alter and repeal such rules, guidelines and practices for administration of the
Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of
the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.
	 	 
	                All decisions and interpretations of the Committee shall be binding on all persons,
including the Company and Plan participants.
	 	 
	SECTION 3.Shares Issuable under the Plan; Mergers; Substitution.
	 	 
	                (a)     Shares Issuable. The maximum number of shares of
Stock with respect to which Awards may be granted under the Plan shall be four million one hundred thousand (4,100,000). For purposes of this limitation, the shares of Stock underlying any Awards which are forfeited, cancelled, reacquired by the
Company or otherwise terminated (other than by exercise) shall be added back to the shares of Stock with respect to which Awards may be granted under the Plan so long as the participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying shares of Stock to which the Award related. Subject to such overall limitation, any type or types of Award may be granted with respect to shares, including Incentive Stock Options. Shares issued under the Plan
may be authorized but unissued shares or shares reacquired by the Company.
	 	 
	                (b)     Limitation on Awards. In no event may any Plan
participant be granted Awards with respect to more than six hundred thousand (600,000) shares of Stock in any calendar year. In no event shall the Committee grant more than three hundred thousand (300,000) aggregate shares in the form of Conditional
Stock Awards, Unrestricted Stock Awards or Performance Share Awards during the term of the Plan. The number of shares of Stock relating to an Award granted to a Plan participant in a calendar year that is subsequently forfeited, cancelled or
otherwise terminated shall continue to count toward the foregoing limitation in such calendar year. In addition, if the exercise price of an Award is subsequently reduced, the transaction shall be deemed a cancellation of the original Award and the
grant of a new one so that both transactions shall count toward the maximum shares issuable in the calendar year of each respective transaction.
	 	 
	                (c)     Stock Dividends, Mergers, etc. In the event that
after approval of the Plan by the stockholders of the Company in accordance with Section 16, the Company effects a stock dividend, stock split or similar change in capitalization affecting the Stock, the Committee shall make appropriate adjustments
in (i) the number and kind of shares of stock or securities with respect to which Awards may thereafter be granted (including without limitation the limitations set forth in Sections 3(a) and (b) above), (ii) the number and kind of shares remaining
subject to outstanding Awards, and (iii) the option or purchase price in respect of such shares. In the event of any merger, consolidation, dissolution or liquidation of the Company, the Committee in its sole discretion may, 

  






	as to any outstanding Awards, make such substitution or adjustment in the aggregate number of shares reserved for issuance under the Plan and in the number and purchase price (if
any) of shares subject to such Awards as it may determine and as may be permitted by the terms of such transaction, or accelerate, amend or terminate such Awards upon such terms and conditions as it shall provide (which, in the case of the
termination of the vested portion of any Award, shall require payment or other consideration which the Committee deems equitable in the circumstances), subject, however, to the provisions of Section 14.
	 	 
	                (d)     Substitute Awards. The Committee may grant Awards
under the Plan in substitution for stock and stock based awards held by employees of another corporation who concurrently become employees of the Company or a Subsidiary as the result of a merger or consolidation of the employing corporation with
the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances. Shares which may be delivered under such substitute awards may be in addition to the maximum number of shares provided for in Section 3(a), provided that said additional shares shall not exceed one million
(1,000,000) in the aggregate over the term of the Plan.
	 	 
	SECTION 4. Eligibility.
	 	 
	                Awards may be granted to officers or other key employees of the Company or its
Subsidiaries, and to members of the Board (“Eligible Persons”), provided, however, that non-employee Directors at the time of grant, except for purposes of Section 5(c) and 7(b), shall not constitute Eligible Persons.
	 	 
	SECTION 5. Stock Options.
	 	 
	                Any Stock Option granted under the Plan shall be in such form as the Committee may
from time to time approve.
	 	 
	                Stock Options granted under the Plan may be either Incentive Stock Options or
Non-Qualified Stock Options. To the extent that any option does not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.
	 	 
	                No Incentive Stock Option shall be granted under the Plan after the tenth anniversary
of the earlier of (i) the date of adoption of the Plan by the Board, or (ii) the date on which the Plan is approved by the stockholders as set forth in Section 16.
	 	 
	                (a)     Grant of Stock Options. The Committee in its
discretion may determine the effective date of Stock Options, provided, however, that grants of Incentive Stock Options shall be made only to persons who are, on the effective date of the grant, employees of the Company or any Subsidiary. Stock
Options granted pursuant to this Section 5(a) shall be subject to the following terms and conditions and the terms and conditions of Section 12and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.

  






	                 
 	 	              (i)      Exercise Price. The exercise price per share for the Stock
covered by a Stock Option granted pursuant to this Section 5(a) shall be determined by the Committee at the time of grant but shall be, in the case of Incentive Stock Options, not less than one hundred percent (100%) of Fair Market Value on the date
of grant. If an employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company or any Subsidiary or
parent corporation and an Incentive Stock Option is granted to such employee, the option price shall be not less than one hundred ten percent (110%) of Fair Market Value on the grant date.
	 	 
	  	 	              (ii)     Option Term. The term of each Stock Option shall be fixed by
the Committee, but no Incentive Stock Option shall be exercisable more than ten (10) years after the date the option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten
percent (10%) of the combined voting power of all classes of stock of the Company or any Subsidiary or parent corporation and an Incentive Stock Option is granted to such employee, the term of such option shall be no more than five (5) years from
the date of grant.
	 	 
	              	 	              (iii)     Exercisability; Rights of a Shareholder. Stock Options shall
become vested and exercisable at such time or times, whether or not in installments, as shall be determined by the Committee at or after the grant date. The Committee may at any time accelerate the exercisability of all or any portion of any Stock
Option. An optionee shall have the rights of a shareholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.
	 	 
	                	 	              (iv)     Method of Exercise. Stock Options may be exercised in whole
or in part, by delivering written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods:
	 	 
	 	            	                 (A)   In cash, by certified or bank check or other instrument acceptable
to the Committee;
	 	 	 	 	 
	 	            	                 (B)   In the form of shares of Stock that are not then subject to
restrictions under any Company plan, if permitted by the Committee, in its discretion. Such surrendered shares shall be valued at Fair Market Value on the exercise date; or
	 	 
	 	             	                (C)   By the optionee delivering to the Company a properly executed
exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the
purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe
as a condition of such payment procedure. The Company need not act upon such exercise notice until the Company receives full payment of the exercise price; or

  








	 	 	                (D) By any other means (including, without limitation, by delivery of a
promissory note of the optionee payable on such terms as are specified by the Committee) which the Committee determines are consistent with the purpose of the Plan and with applicable laws and regulations.
	 	 	 
	 	The delivery of certificates representing shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the Optionee (or a
purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Stock Option or applicable provisions of
laws.
	 	 	 
	 	              (v)     Non-transferability of Options. No Stock Option shall be
transferable other than by will or by the laws of descent and distribution and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee.
	 	 	 
	 	              (vi)     Annual Limit on Incentive Stock Options. To the extent
required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Stock with respect to which incentive stock options granted under this Plan and any
other plan of the Company or its Subsidiaries become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000.
	 	 	 
	 	              (vii)   Form of Settlement. Shares of Stock issued upon exercise of a Stock
Option shall be free of all restrictions under the Plan, except as otherwise provided in this Plan.
	 	 	 
	                   (b)         Reload
Options. At the discretion of the Committee, Options granted under Section 5(a) may include a so-called “reload” feature pursuant to which an optionee exercising an option by the delivery of a number of shares of Stock in accordance
with Section 5(a)(iv)(B) hereof would automatically be granted an additional Option (with an exercise price equal to the Fair Market Value of the Stock on the date the additional Option is granted and with the same expiration date as the original
Option being exercised, and with such other terms as the Committee may provide) to purchase that number of shares of Stock equal to the number delivered to exercise the original Option.
	 	 
	                    (c)
        Stock Options Granted to Non-Employee Directors
	 
	                                (i)
     Grant of Options. Each Non-Employee Director upon his or her election to the Board by the stockholders of the Company shall automatically be granted a Non-Qualified Stock Option to purchase two thousand (2,000)
shares of Stock.
	 
	                                (ii)
  Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5(c) shall be equal to the Fair Market Value of the Stock on the date the Stock Option is granted.

		


  






	                                (iii)
  Vesting. The Stock Options granted pursuant to this Section 5(c) shall become exercisable by the option holder in increments of five hundred (500) shares each on the ninetieth (90th), one-hundred eightieth
(180th), two-hundred seventieth (270th), and three-hundred sixtieth (360th) day following the date of the grant.
	 
	                                 (iv)
   Lapsing. Any Stock Option granted pursuant to this Section 5(c) shall lapse and terminate if: 
 
	 
	                                (A)
   not exercised before five (5) years from the date of the grant; or
	 
	                                (B)
  the Company is placed under the jurisdiction of a bankruptcy court or is liquidated.
	 
	                                (v)
  Acceleration. Every Stock Option granted pursuant to this Section 5(c) shall include a provision accelerating the vesting of such Stock Option in the event of a Change of Control of the Company;
	 
	                                (vi)
  Limited to Non-Employee Directors. The provisions of this Section 5(c) shall apply only to Options granted or to be granted to Non-Employee Directors, and shall not be deemed to modify, limit or otherwise apply to any other provision
of this Plan or to any Option issued under this Plan to a participant who is not a Non-Employee Director of the Company. To the extent and consistent with the provisions of any other Section of this Plan, the provisions of this Section 5(c) shall
govern the rights and obligations of the Company and Non-Employee Directors respecting Options granted or to be granted to Non-Employee Directors. The provisions of this Section 5(c) shall not be amended more than once in any six (6)-month period,
other than to comport with changes in the Code or ERISA.
	 
	SECTION 6. Conditioned Stock Awards.
	 
	                (a)         Nature of Conditioned Stock
Award. Subject to the limitations contained in Section 3(b), the Committee in its discretion may grant Conditioned Stock Awards to any Eligible Person. A Conditioned Stock Award is an Award entitling the recipient to acquire, at no cost or for a
purchase price determined by the Committee, shares of Stock subject to such restrictions and conditions as the Committee may determine at the time of grant (“Conditioned Stock”). Conditions may be based on continuing employment and/or achievement of pre-established performance goals and objectives. In addition, a Conditioned Stock Award may be granted to an employee by the Committee in lieu of a
cash bonus due to such employee pursuant to any other plan of the Company.

  






	                (b)         Acceptance of Award. A
participant who is granted a Conditioned Stock Award shall have no rights with respect to such Award unless the participant shall have accepted the Award within sixty (60) days (or such shorter date as the Committee may specify) following the award
date by making payment to the Company, if required, by certified or bank check or other instrument or form of payment acceptable to the Committee in an amount equal to the specified purchase price, if any, of the shares covered by the Award and by
executing and delivering to the Company a written instrument that sets forth the terms and conditions of the Conditioned Stock in such form as the Committee shall determine.
	 
	                (c)          Rights as a
Shareholder. Upon complying with Section 6(b) above, a participant shall have all the rights of a shareholder with respect to the Conditioned Stock, including voting and dividend rights, subject to non-transferability restrictions and Company
repurchase or forfeiture rights described in this Section 6 and subject to such other conditions contained in the written instrument evidencing the Conditioned Award. Unless the Committee shall otherwise determine, certificates evidencing shares of
Conditioned Stock shall remain in the possession of the Company until such shares are vested as provided in Section 6(e) below.
	 
	                (d)          Restrictions.
Shares of Conditioned Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein. In the event of termination of employment by the Company and its Subsidiaries for any
reason (including death, Disability, Normal Retirement and for Cause), the Company shall have the right, at the discretion of the Committee, to repurchase shares of Conditioned Stock with respect to which conditions have not lapsed at their purchase
price, or to require forfeiture of such shares to the Company if acquired at no cost, from the participant or the participant’s legal representative. The Company must exercise such right of repurchase or forfeiture within ninety (90) days
following such termination of employment (unless otherwise specified, in the written instrument evidencing the Conditioned Award).
	 
	                (e)         Vesting of Conditioned Stock.
The Committee at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Conditioned Stock and the Company’s right
of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-­established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer
be Conditioned Stock and shall be deemed “vested.” The Committee at any time may accelerate such date or dates and otherwise waive or, subject to Section 12, amend any conditions of the Award.
	 
	                (f)         Waiver, Deferral and
Reinvestment of Dividends. The written instrument evidencing the Conditioned Stock Award may require or permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted Stock.


 





 SECTION 7. Unrestricted Stock Awards.

	                (a)         Grant or Sale of
Unrestricted Stock.  Subject to the limitations contained in Section3(b), the Committee in its discretion may grant or sell to any Eligible Person shares of Stock free of any restrictions under the Plan (“Unrestricted Stock”) at
a purchase price determined by the Committee. Shares of Unrestricted Stock may be granted or sold as described in the preceding sentence in respect of past services or other valid consideration.
	 
	                (b)         Election to Receive
Unrestricted Stock in Lieu of Director’s Fees. Each Non-Employee Director may, pursuant to an irrevocable written election delivered to the Company no later than December 31 of any calendar year, receive all or a portion of the
Directors’ fees otherwise due to him in the subsequent calendar year in unrestricted stock (valued at the average of the Fair Market Value for the ten (10) trading days before the date on which the Directors’ fees would otherwise be
paid).
	 
	                 (c)          Restrictions on
Transfers. The right to receive unrestricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution.
 
	 
	 SECTION 8. Performance Share Awards.
 
	 
	                (a)         Nature of Performance Shares.
A Performance Share Award is an award entitling the recipient to acquire shares of Stock upon the attainment of specified performance goals. Subject to the limitations contained in Section 3(b), the Committee may make Performance Share
Awards independent of or in connection with the granting of any other Award under the Plan. Performance Share Awards may be granted under the Plan to any Eligible Person including those who qualify for awards under other performance plans of the
Company. The Committee in its discretion shall determine whether and to whom Performance Share Awards shall be made, the performance goals applicable under each such Award, the periods during which performance is to be measured, and all other
limitations and conditions applicable to the awarded Performance Shares; provided, however, that the Committee may rely on the performance goals and other standards applicable to other performance-based plans of the Company in setting the standards
for Performance Share Awards under the Plan.
	 
	                (b)         Restrictions on
Transfer. Performance Share Awards and all rights with respect to such Awards may not be sold, assigned, transferred, pledged or otherwise encumbered.
	 
	                 (c)         Rights as a
Shareholder. A participant receiving a Performance Share Award shall have the rights of a shareholder only as to shares actually received by the participant under the Plan and not with respect to shares subject to the Award but not actually
received by the participant. A participant shall be entitled to receive a stock certificate evidencing the acquisition of shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified in the written instrument
evidencing the Performance Share Award (or in a performance plan adopted by the Committee).
 

  






	                 (d)         
Termination. Except as may otherwise be provided by the Committee at any time prior to termination of employment, a participant’s rights in all Performance Share Awards shall automatically terminate upon the participant’s
termination of employment by the Company and its Subsidiaries for any reason (including death, Disability, Normal Retirement and for Cause).
	 
	                  (e)
        Acceleration, Waiver, Etc. At any time prior to the participant’s termination of employment by the Company and its Subsidiaries, the Committee may in its sole discretion
accelerate, waive or, subject to Section 12, amend any or all of the goals, restrictions or conditions imposed under any Performance Share Award.
 
	 
	SECTION 9. Termination of Stock Options 
	 
	                 (a)         
Incentive Stock Options:
	 
	 	              (i)        Termination by Death. If any
participant’s employment by the Company and its Subsidiaries terminates by reason of death, any Incentive Stock Option owned by such participant may thereafter be exercised to the extent exercisable at the date of death, by the legal
representative or legatee of the participant, for a period of two (2) years (or such longer period as the Committee shall specify at any time) from the date of death, or until the expiration of the stated term of the Incentive Stock Option, if
earlier.
	 	 	 	 	 	 
	 	              (ii)     Termination by Reason of Disability or Normal
Retirement.
	 	 	 	 	 	 	 
	 	 	                (A)   Any Incentive Stock Option held by a participant whose employment by
the Company and its Subsidiaries has terminated by reason of Disability may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of one (1) year (or such longer period as the Committee shall specify
at any time) from the date of such termination of employment, or until the expiration of the stated term of the Option, if earlier.
	 	 	 	 	 	 
	 	                (B)   Any Incentive Stock Option held by a participant whose employment by
the Company and its Subsidiaries has terminated by reason of Normal Retirement may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of ninety (90) days (or such longer period as the Committee
shall specify at any time) from the date of such termination of employment, or until the expiration of the stated term of the Option, if earlier.
	 	 	 	 	 	 
	 	                (C)   The Committee shall have sole authority and discretion to determine
whether a participant’s employment has been terminated by reason of Disability or Normal Retirement.
	 	 	 	 	 	 
	 	                (D)   Except as otherwise provided by the Committee at the time of grant,
the death of a participant during a period provided in this Section 9(b) for the exercise of an Incentive Stock Option shall extend such period for two (2) years from the date of
	 	 

  








	 	               death, subject to termination on the expiration of the stated term of the Option, if
earlier. 
	 	 
	 	              (iii) Termination for Cause. If any participant’s employment by the Company and its
Subsidiaries has been terminated for Cause, any Incentive Stock Option held by such participant shall immediately terminate and be of no further force and effect; provided, however, that the Committee may, in its sole discretion, provide that such
Option can be exercised for a period of up to thirty (30) days from the date of termination of employment or until the expiration of the stated term of the Option, if earlier.
	 	 
	 	              (iv) Other Termination. Unless otherwise determined by the Committee, if a
participant’s employment by the Company and its Subsidiaries terminates for any reason other than Death, Disability, Normal Retirement or for Cause, any Incentive Stock Option held by such participant may thereafter be exercised, to the extent
it was exercisable on the date of termination of employment, for ninety (90) days (or such longer period as the Committee shall specify at any time) from the date of termination of employment or until the expiration of the stated term of the Option,
if earlier.
	 	 
	                  (b)       Non-Qualified Stock
Options. Any Non-Qualified Stock Option granted under the Plan shall contain such terms and conditions with respect to its termination as the Committee, in its discretion, may from time to time determine.
	 
	SECTION 10. Tax Withholding.
	 
	                  (a)       Payment by Participant.
Each participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Committee regarding payment of any Federal, state or local taxes of any kind required by law to be withheld with respect to such income. The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant. 
	 
	                  (b)       Payment in Shares.
A Participant may elect, with the consent of the Committee, to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to an Award a number of shares
with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due with respect to such Award, or (ii) transferring to the Company shares of Stock owned by the participant with an aggregate
Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. 
	 
	SECTION 11. Transfer, Leave of Absence, Etc.
	 
	       For purposes of the Plan, the following events shall not be deemed a termination of employment:

	



  






	             (a)         a transfer to the employment of the Company from a
Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another;                    
	 
	             (b)         an approved leave of absence for military service
or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.
	 
	SECTION 12. Amendments and Termination.
	 
	    The Board may at any time amend or discontinue the Plan and the Committee may at any time amend or cancel any outstanding Award (or provide substitute Awards
at the same exercise or purchase price, but such price, if any, must satisfy the requirements which would apply to the substitute or amended Award if it were then initially granted under this Plan) for the purpose of satisfying changes in law or for
any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. However, no such amendment, unless approved by the stockholders of the Company, shall be effective if it would
cause the Plan to fail to satisfy the incentive stock option requirements of the Code, or cause transactions under the Plan to fail to satisfy the requirements of Rule 16b-3 or any successor rule under the Act as in effect on the date of such
amendment.
	 
	SECTION 13. Status of Plan.
	 
	   With respect to the portion of any Award which has not been exercised and any payments in cash, Stock or other consideration not received by a participant, a
participant shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the provision of
the foregoing sentence.
	 
	SECTION 14. Change of Control Provisions.
	 
	             (a)         Upon the occurrence of a Change of Control as
defined in this Section 14:
	 	
	 	               (i)   subject to the provisions of clause (iii) below, after the effective date
of such Change of Control, each holder of an outstanding Stock Option, Conditional Stock Award or Performance Share Award shall be entitled, upon exercise of such Award, to receive, in lieu of shares of Stock (or consideration based upon the
Fair Market Value of Stock), shares of such stock or other securities, cash or property (or consideration based upon shares of such stock or other securities, cash or property) as the holders of shares of Stock received in connection with the Change
of Control;
	

  






	 	               (ii)    the Committee may accelerate the time for exercise of, and waive all
conditions and restrictions on, each unexercised and unexpired Stock Option, Conditional Stock Award and Performance Share Award, effective upon a date prior or subsequent to the
effective date of such Change of Control, specified by the Committee; or
 
	 	 
	 	              (iii)   each outstanding Stock Option, Conditional Stock Award and Performance Share
Award may be cancelled by the Committee as of the effective date of any such Change of Control provided that (x) notice of such cancellation shall be given to each holder of such an Award and (y) each holder of such an Award shall have the right to
exercise such Award to the extent that the same is then exercisable or, in full, if the Committee shall have accelerated the time for exercise of all such unexercised and unexpired Awards, during the thirty (30) day period preceding the effective
date of such Change of Control.
	 	 
	 	(b)         “Change of Control” shall mean the occurrence of any one of the following events:
	 	 
	 	              (i)    any “person” (as such term is used in Sections 13(d) and 14(d)(2) of
the Act) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company representing thirty-five percent
(35%) or more of the combined voting power of the Company’s then outstanding securities; or
	 	 
	 	              (ii)   persons who, as of January 1, 1996, constituted the Company’s Board (the
“Incumbent Board”) cease for any reason, including without limitation as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director
of the Company subsequent to January 1, 1996 whose election was approved by, or who was nominated with the approval of, at least a majority of the directors then comprising the Incumbent Board shall, for purposes of this Plan, be considered a member
of the Incumbent Board; or
	 	 
	 	              (iii)   the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than sixty-five percent (65%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or
consolidation; or
	 	 
	 	              (iv)    the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.



  





 SECTION 15. General Provisions.
                 (a)     No Distribution; Compliance with Legal Requirements. The Committee may require
each person acquiring shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.
                 No shares of Stock shall be issued pursuant to an Award until all applicable securities laws and other legal and
stock exchange requirements have been satisfied. The Committee may require the placing of such stop orders and restrictive legends on certificates for Stock and Awards as it deems appropriate.
                 (b)     Delivery of Stock Certificates. Delivery of stock certificates to participants
under this Plan shall be deemed effected for all purposes when the Company or a stock transfer agent of the Company shall have delivered such certificates in the United States mail, addressed to the participant, at the participant’s last known
address on file with the Company.
                 (c)     Other Compensation
Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, subject to stockholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan or any Award under the Plan does not confer upon any employee any right to continued employment with the Company or any
Subsidiary.
 SECTION 16. Effective Date of Plan.
                 The Plan shall become effective upon approval by the holders of a majority of the shares of capital stock of the
Company present or represented and entitled to vote at a meeting of stockholders.
 SECTION 17. Governing Law.
                 This Plan shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of
Delaware without regard to its principles of conflicts of laws.