form ofincentive stock options (“ISO’s”) intended to comply with Section 422 of the Internal Revenue Codeof 1986, as amended (the “Code”), shall be 8,500,000. Unless otherwise determined by theCommittee, the aggregate number of shares of Stock that may be covered by awards granted to anysingle individual under the Plan shall not exceed 50,000 shares per fiscal year of the Company.     Shares subject to awards under the Plan which expire, terminate, or are canceled prior toexercise or, in the case of awards granted under Section 8.3, do not vest, shall thereafter beavailable for the granting of other awards. Shares which have been exchanged by a participant asfull or partial payment to the Company in connection with any award under the Plan also shallthereafter be available for the granting of other awards. In instances where a stock appreciationright (“SAR”) or other award is settled in cash, the shares covered by such award shall remainavailable for issuance under the Plan. Likewise, the payment of cash dividends and dividendequivalents paid in cash in conjunction with outstanding awards shall not be counted against theshares available for issuance.     Any shares of Stock issued under the Plan may consist in whole or in part of authorized andunissued shares or of treasury shares, and no fractional shares shall be issued under the Plan.Cash may be paid in lieu of any fractional shares in settlements of awards under the Plan.     6. Adjustments. In the event of any stock dividend, stock split, combination orexchange of shares, merger, consolidation, spin-off, recapitalization or other distribution (otherthan normal cash dividends) of Company assets to stockholders, or any other change affecting sharesof Stock or share price, such proportionate adjustments, if any, as the Committee in its discretionmay deem appropriate to reflect such change shall be made with respect to (1) the aggregate numberof shares of Stock that may be issued under the Plan; (2) each outstanding award made under thePlan; and (3) the exercise price per share for any outstanding stock options, SARs or similarawards under the Plan.     7. Fair Market Value. “Fair Market Value,” for all purposes of the Plan, shall meanthe average of the closing price of a share of Stock on the NASDAQ National Market System for theten trading days immediately preceding the date of grant.     8. Awards. Except as otherwise provided in this Section 8, the Committee shalldetermine the type or types of award(s) to be made to each participant and the number of shares ofStock subject to each such award, and any other terms, conditions and limitations applicable tosuch award. Awards may be granted singly, in combination or in tandem. Awards also may be made incombination or in tandem with, in replacement of, as alternatives to or as the payment form forgrants or rights under any other compensation plan or individual contract or agreement of theCompany including those of any acquired entity. The types of awards that may be granted under thePlan are:     8.1Stock Options. A stock option is a right to purchase a specified number of shares of Stock during a specified period. A stock option may be in the form of an ISOwhich complies with Section 422 of the Code. The purchase price per share for each stockoption shall be not less than 100% of Fair Market Value on thedate of grant; except that the Committee may set the purchase price per share for an
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award not intended to be an ISO at less than 100% of Fair Market Value on the date of grant. Theprice at which shares may be purchased under a stock option shall be paid in full by theoptionee at the time of the exercise in cash or such other method permitted by theCommittee, including (1) tendering shares; (2) authorizing a third party to sell the shares(or a sufficient portion thereof) acquired upon exercise of a stock option and assigning thedelivery to the Company of a sufficient amount of the sale proceedsto pay for all the shares acquired through such exercise; or (3) any combination of the above.     8.2 SARs. A SAR is a right to receive a payment, in cash and/or shares, equalto the excess of the Fair Market Value of a specified number of shares of Stock on the datethe SAR is exercised over the Fair Market Value on the date the SAR was granted as set forthin the applicable award agreement; except that if a SAR is granted retroactively in tandemwith or in substitution for a stock option, the designated Fair Market Value set forth inthe award agreement shall be no lower than the Fair Market Value of a share for such tandemor replaced stock option.     8.3 Stock Awards. A stock award is a grant made or denominated in shares orunits equivalent in value to shares. All or part of any stock award may be subject toconditions and restrictions as set forth in the applicable award agreement, which may bebased on continuous service with the Company or the achievement of performance goals relatedto profits, profit growth, profit-related return ratios, cash flow or total stockholderreturn, where such goals may be stated in absolute terms or relative to comparablecompanies.     9. Dividends and Dividend Equivalents. Any awards under the Plan may earn dividendsor dividend equivalents as set forth in the applicable award agreement. Such dividends or dividendequivalents may be paid currently or may be credited to a participant’s account. Any crediting ofdividends or dividend equivalents may be subject to such restrictions and conditions may beestablished in the applicable award agreement, including reinvestment in additional shares or shareequivalents.     10. Deferrals and Settlements. Payment of awards may be in the form of cash, stock,other awards or combinations thereof as shall be determined at the time of grant, and with suchrestrictions as may be imposed in the award agreement. The Committee also may require or permitparticipants to elect to defer the issuance of shares or the settlement of awards in cash undersuch rules and procedures as it may establish under the Plan. It also may provide that deferredsettlements include the payment or crediting of interest on the deferral amounts, or the payment orcrediting of dividend equivalents where the deferral amounts are denominated in shares.     11. Transferability and Exercisability. Awards granted under the Plan shall not betransferable or assignable other than (1) by will or the laws of descent and distribution; (2) bygift or other transfer of an award to any trust or estate in which the original award recipient orsuch recipient’s spouse or other immediate relative has a substantial beneficial interest, or to aspouse or other immediate relative, provided that any such transfer is permitted by Rule 16b-3under the Securities Exchange Act of 1934, as amended, as in effect when such transfer occurs andthe Board does not rescind this provision prior to suchtransfer; or (3) pursuant to a domestic relations order (as defined by the Code). However,
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any award so transferred shall continue to be subject to all the terms and conditions contained in theinstrument evidencing such award.     12. Award Agreements. Awards under the Plan shall be evidenced by agreements asapproved by the Committee that set forth the terms, conditions and limitations for each award,which may include the term of an award (except that in no event shall the term of any ISO exceed aperiod of ten years from the date of its grant), the provisions applicable in the event theparticipant’s employment terminates, and the Committee’s authority to amend, modify, suspend,cancel or rescind any award. The Committee need not require the execution of any such agreement,in which case acceptance of the award by the participant shall constitute agreement to the terms ofthe award.     13. Acceleration and Settlement of Awards. The Committee shall have the discretion,exercisable at any time before a sale, merger, consolidation, reorganization, liquidation or changeof control of the Company, as defined by the Committee, to provide for the acceleration of vestingand for settlement, including cash payment of an award granted under the Plan, upon or immediatelybefore the effectiveness of such event. However, the granting of awards under the Plan shall in noway affect the right of the Company to adjust, reclassify, reorganize or otherwise change itscapital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer allor any portion of its businesses or assets.     14. Plan Amendment. The Plan may be amended by the Committee as it deems necessary orappropriate better to achieve the purposes of the Plan, except that no such amendment shall be madewithout the approval of the Company’s stockholders that would increase the number of sharesavailable for issuance in accordance with Sections 5 and 6 of the Plan. The Board may suspend thePlan or terminate the Plan at any time; provided, that no such action shall adversely affect anyoutstanding benefit. Any shares authorized under Section 5 (or any amendment thereof) with respectto which no award is granted prior to termination of the Plan, or with respect to which an award isterminated, forfeited or canceled after termination of the Plan, shall automatically be transferredto any subsequent stock incentive plan or similar plan for employees of the Company.     15. Tax Withholding. The Company shall have the right to deduct from any settlementof an award made under the Plan, including the delivery or vesting of shares, a sufficient amountto cover withholding of any taxes required by law, or to take such other action as may be necessaryto satisfy any such withholding obligations. The Committee may, in its discretion and subject tosuch rules as it may adopt, permit participants to use shares to satisfy required tax withholdingand such shares shall be valued at the Fair Market Value as of the settlement date of theapplicable award.     16. Registration of Shares. Notwithstanding any other provision of the Plan, theCompany shall not be obligated to offer or sell any shares unless such shares are at that timeeffectively registered or exempt from registration under the Securities Act and the offer and saleof such shares are otherwise in compliance with all applicable federal and state securities lawsand the requirements of any stock exchange or similar agency on which the Company’s securities maythen be listed or quoted. The Company shall have no obligation to register the shares under thefederal securities laws or take any other steps asmay be necessary to enable the shares to be offered and sold under federal or other
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securities laws. Prior to receiving shares a Plan participant may be required to furnish representations orundertakings deemed appropriate by the Company to enable the offer and sale of the shares orsubsequent transfers of any interest in such shares to comply with the Securities Act and otherapplicable securities laws. Certificates evidencing shares shall bear any legend required by, oruseful for the purposes of compliance with, applicable securities laws, this Plan or awardagreements.     17. Other Benefit and Compensation Programs. Unless otherwise specifically determinedby the Committee, settlements of awards received by participants under the Plan shall not be deemeda part of a participant’s regular, recurring compensation for purposes of calculating payments orbenefits from any Company benefit plan or severance program. Further, the Company may adopt othercompensation programs, plans or arrangements as it deems appropriate or necessary.     18. Unfunded Plan. Unless otherwise determined by the Committee, the Plan shall beunfunded and shall not create (or be construed to create) a trust or a separate fund or funds. ThePlan shall not establish any fiduciary relationship between the Company and any participant orother person. To the extent any person holds any rights by virtue of an award granted under thePlan, such rights shall be no greater than the rights of an unsecured general creditor of theCompany.     19. Use of Proceeds. The cash proceeds received by the Company from the issuance ofshares pursuant to awards under the Plan shall constitute general funds of the Company.     20. Regulatory Approvals. The implementation of the Plan, the granting of any awardunder the Plan, and the issuance of shares upon the exercise or settlement of any award shall besubject to the Company’s procurement of all approvals and permits required by regulatoryauthorities having jurisdiction over the Plan, the awards granted under it or the shares issuedpursuant to it.     21. Employment Rights. The Plan does not constitute a contract of employment andparticipation in the Plan will not give a participant the right to continue in the employ of theCompany on a full-time, part-time or any other basis. Participation in the Plan will not give anyparticipant any right or claim to any benefit under the Plan, unless such right or claim hasspecifically accrued under the terms of the Plan.     22. Governing Law. The validity, construction and effect of the Plan and any actionstaken or relating to the Plan shall be determined in accordance with the laws of the State ofIllinois and applicable federal law.     23. Successors and Assigns. The Plan shall be binding on all successors and assignsof a participant, including, without limitation, the estate of such participant and the executor,administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representativeof the participant’s creditors.
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