**Exhibit 10.12**

**TUMI HOLDINGS, INC.**

**2012 LONG-TERM INCENTIVE PLAN**

**ARTICLE I**

**PURPOSE**

The Tumi Holdings, Inc. Long-Term Incentive Plan (as it maybe amended, the “Plan”) was adopted by the Board of Directors of the Company, subject to approval by the shareholders of the Company.The purposes of the Plan are to provide long-term incentives to those individuals with significant responsibility for the success and growth of the Company and its Affiliates, to align the interests of such individuals with those of theCompany’s shareholders, to assist the Company in recruiting, retaining and motivating qualified employees and to provide an effective means to link pay to performance for such employees. 

**ARTICLE II**

**DEFINITIONS AND CONSTRUCTION**

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where thecontext so indicates. 

2.1 “Administrator” shall have the meaning provided in Section 12.1 hereof.

2.2 “Affiliate” shall mean (i) any Parent or Subsidiary, (ii) any entity that, directly or throughone or more intermediaries, is controlled by Company, or (iii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee. 

2.3 “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States,International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time. 

2.4 “Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award (whichincludes, but is not limited to, cash bonuses as set forth in Section 9.1), a Dividend Equivalent award, a Stock Payment award, an award of Stock Appreciation Rights, or Other Incentive Award, which may be awarded or granted under the Plan.

2.5 “Award Agreement” shall mean the written notice, agreement, contract orother instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan. 

2.6 “Board” shall mean the Board of Directors of the Company. 

2.7 “Change in Capitalization” shall have the meaning provided in Section 3.2(a) hereof. 

2.8 “Change in Control” shall have the meaning determined by the Committee as set forth in the applicable AwardAgreement. 

2.9 “Code” shall mean the Internal Revenue Code of 1986, as amended. 

2.10 “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Boarddescribed in Article XII hereof. 

2.11 “Common Stock” shall mean the common stock of the Company, par value$0.01 per share. 

2.12 “Company” shall mean Tumi Holdings, Inc., a Delaware corporation, and any successorcorporation. 

2.13 “Consultant” shall mean any consultant or adviser engaged to provide services to theCompany or any Affiliate that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement or any successor Form thereto. 

2.14 “Covered Employee” shall mean any Employee who is a “covered employee” within the meaning ofSection 162(m) of the Code. 

2.15 “Director” or “Non-Employee Director” shall mean anon-employee member of the Board, as constituted from time to time. 

2.16 “Dividend Equivalent” shall mean aright to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 9.2 hereof. 

2.17 “Effective Date” shall mean April 18,2012.

2.18 “Eligible Individual” shall mean any natural person who is an Employee, a Consultant or a Non-Employee Director, asdetermined by the Administrator. 

 

 
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2.19 “Employee” shall mean any officer or other employee (as determined inaccordance with Section 3401(c) of the Code) of the Company or any Affiliate. 

2.20 “Exchange Act” shallmean the Securities Exchange Act of 1934, as amended from time to time. 

2.21 “Fair Market Value” shall mean,as of any given date, the value of a Share determined as follows: 

(a) if the Common Stock is (i) listed on anyestablished securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotationsystem, its Fair Market Value shall be the closing sales price for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the lastpreceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(b) if the Common Stock is traded only otherwise than on a securities exchange and is not quoted on the NASDAQ, the closing quoted selling price of the Common Stock on such date as quoted in “pinksheets” published bye the National Daily Quotation Bureau. 

(c) if the Common Stock is not listed on an establishedsecurities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, ifthere are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as theAdministrator deems reliable; or 

(d) if the Common Stock is neither listed on an established securities exchange, nationalmarket system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Committee in good faith on the date awarded. 

2.22 “Greater Than 10% Stockholder” shall mean an individual then-owning (within the meaning of Section 424(d) ofthe Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any “parent corporation” or “subsidiary corporation” (as defined in Sections 424(e) and 424(f) of the Code,respectively). 

2.23 “Incentive Stock Option” shall mean an Option that is intended to qualify as anincentive stock option and conforms to the applicable provisions of Section 422 of the Code. 

2.24 “IndividualAward Limit” shall mean the cash and share limits applicable to Awards granted under the Plan, as set forth in Section 3.3 hereof. 

 
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2.25 “Non-Qualified Stock Option” shall mean an Option that is not anIncentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of the Code. 

2.26 “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article VI hereof. An Option shall be either a Non-Qualified Stock Option or an IncentiveStock Option; provided, however, that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options. 

2.27 “Other Incentive Award” shall mean an Award denominated in, linked to or derived from Shares or value metrics related to Shares, granted pursuant to Section 9.4 hereof.

2.28 “Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an unbrokenchain of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting powerof all classes of securities or interests in one of the other entities in such chain. 

2.29 “Participant”shall mean an eligible individual who has been granted an Award. 

2.30 “Performance Award” shall mean anAward that is granted under Section 9.1 hereof. 

2.31 “Performance-Based Compensation” shall mean anycompensation that is intended to qualify as “performance-based compensation” as described in Section 162(m)(4)(C) of the Code. 

2.32 “Performance Goal” shall mean the performance goals (and adjustments) established by the Committee for a Performance Period, based on one or more of the following criteria:

(a) (i) net earnings (either before or after one or more of the following: (A) interest, (B) taxes,(C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operatingearnings or profit; (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital; (ix) return on stockholders’ equity; (x) total stockholderreturn; (xi) return on sales; (xii) gross or net profit or operating margin; (xiii) costs; (xiv) funds from operations; (xv) expenses; (xvi) working capital; (xvii) earnings per share; (xviii) adjustedearnings per Share; (xix) price per Share; (xx) implementation or completion of critical projects; (xxi) market share; (xxii) debt levels or reduction; (xxiii) customer retention; (xxiv) sales-related goals;(xxv) customer satisfaction and/or growth; (xxvi) research and development achievements; (xxvii) financing and other capital raising transactions; (xxviii) inventory, (xxix) inventory turns, (xxx) new store openings,(xxxi) new store performance, (xxxii) comparable store sales and (xxxiii) capital expenditures, any of which may be measured either in absolute terms for the Company or any operating unit of the Company or as compared to anyincremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. 

 
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(b) Performance Goals may be expressed in terms of overall Company performance or theperformance of an Affiliate, a division or business unit, or one or more individuals. In addition, such performance goals may be based upon the attainment of specified levels of performance under one or more of the measures described above relativeto the performance of other corporations. The achievement of each Performance Goal shall be determined in accordance with Applicable Accounting Standards, to the extent applicable. 

(c) The Committee may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one ormore of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses forrestructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period;(vii) items related to the disposal or sale of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) itemsattributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) itemsrelating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going businessactivities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to assetimpairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principlesor business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code. 

2.33 “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, asthe Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award. 

2.34 “Plan” shall have the meaning set forth in Article I. 

2.35 “Restricted Stock” shall mean an award of Shares made under Article VII hereof that is subject to certainrestrictions and may be subject to risk of forfeiture or repurchase. 

2.36 “Restricted Stock Unit” shall meana contractual right awarded under Article VIII hereof to receive in cash or Shares the Fair Market Value of a Share of Common Stock. 

2.37 “Securities Act” shall mean the Securities Act of 1933, as amended. 

2.38 “Share Limit” shall have the meaning provided in Section 3.1(a) hereof. 

 
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2.39 “Shares” shall mean shares of Common Stock. 

2.40 “Stock Appreciation Right” shall mean a stock appreciation right granted under Article X hereof. 

2.41 “Stock Payment” shall mean a payment in the form of Shares awarded under Section 9.3 hereof. 

2.42 “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain ofentities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the totalcombined voting power of all classes of securities or interests in one of the other entities in such chain. 

**ARTICLE III**

**SHARES SUBJECT TO THE PLAN**

3.1 Number of Shares. 

(a) Subject to Sections 3.2 hereof, the maximumaggregate number of Shares available for issuance under the Plan (the “Share Limit”) shall be equal to ten percent (10%) of the number of all outstanding Shares as of the Effective Date([            ] Shares). Notwithstanding the generality of the foregoing, subject to Sections 3.2 hereof, the maximum number of Shares available for issuance under the Plan with respect toIncentive Stock Options shall be the number of shares that is equal to thirty percent (30%) of the Share Limit. 

(b)Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions, or otherwise. If any Shares subject to an Awardare forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation,exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, Shares surrendered or withheld as payment of either the exercise price of an Award (including Shares otherwise underlying anAward of a Share Appreciation Right that are retained by the Company to account for the grant price of such Share Appreciation Right) and/or withholding taxes in respect of an Award shall no longer be available for grant under the Plan. 

 
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3.2 Adjustments. 

(a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution(other than normal cash dividends) of Company assets to stockholders, amalgamation, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, or any other changeaffecting the shares of the Company’s stock or the share price of the Company’s stock (any such occurrence or event, a “Change in Capitalization”), the Administrator shall make equitable adjustments, if any, to reflect suchchange with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the Share Limit and Individual Award Limits); (ii) the number and kind of Shares (or othersecurities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and/or (iv) the grant orexercise price per share for any outstanding Awards under the Plan. Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Administrator may provide, in its sole discretion, for the cancellation of anyoutstanding Award granted hereunder in exchange for payment in cash or other property having an aggregate Fair Market Value of the Shares covered by such award, reduced by the aggregate exercise price or purchase price thereof, if any. TheAdministrator’s determinations pursuant to this Section 3.2(a) shall be final, binding and conclusive. 

(b) Anyadjustment affecting an Award intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code unless otherwise determined by the Administrator. No action shall be taken under thisSection 3.1(c) which shall cause an Award to fail to comply with Section 409A of the Code or an exemption therefrom, in either case, to the extent applicable to such Award, unless the Administrator determines any such adjustments to beappropriate. 

3.3 Individual Award Limits. Notwithstanding any provision in the Plan to the contrary, and subject toSection 3.2, to the extent required to comply with Section 162(m): 

(a) the aggregate number of Shares subject toOptions and Stock Appreciation Rights awarded to any one Participant during any calendar year may not exceed two hundred thousand (200,000) Shares; 

(b) the aggregate number of Shares subject to Awards other than Options and Stock Appreciation Rights (excluding Awards referenced in Section 3.3(c) below) awarded to any one Participant during anycalendar year may not exceed one hundred fifty thousand (150,000) Shares; and 

(c) the aggregate amount of compensationto be paid to any one Participant in respect to all Awards that are intended to constitute Performance-Based Compensation denominated in cash in any calendar year is $7,500,000. 

 
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**ARTICLE IV**

**GRANTING OF AWARDS**

4.1 Participation. The Committee may,from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No EligibleIndividual shall have any right to be granted an Award pursuant to the Plan. 

4.2 Award Agreement. Each Award shall beevidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements of the Plan. 

4.3 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to or in tandem with, any other Awardgranted pursuant to the Plan. 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. 

**ARTICLE V**

**PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION**

5.1 Purpose. The Committee, in its sole discretion, may determine whether any Award is intended to qualify as Performance-BasedCompensation. If the Committee, in its sole discretion, decides to grant an Award to an Eligible Individual that is intended to qualify as Performance-Based Compensation, then the provisions of this Article V shall control over any contraryprovision contained in the Plan. The Administrator may in its sole discretion grant Awards to Eligible Individuals that are based on Performance Goals but that do not satisfy the requirements of this Article V and that are not intended to qualify asPerformance-Based Compensation. Unless otherwise specified by the Committee at the time of grant, the Performance Goals with respect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on thebasis of Applicable Accounting Standards. 

5.2 Payment of Performance-Based Awards. PerformanceAwards shall be paid, unless otherwise determined by the Committee, no later than 2 1/2 months after the tax year in which the Performance Award vests, consistent with the requirements of Section 409A of the Code. Unless otherwise provided in the applicable Performance Goals or AwardAgreement, a Participant shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance Goals for such applicable Performance Period are achieved. 

5.3 Additional Limitations. Notwithstanding any other provision of the Plan and except as otherwise determined by the Committee,any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be 

 
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subject to any additional limitations imposed under Section 162(m) of the Code that are requirements for qualification as Performance-Based Compensation, and the Plan and the Award Agreementshall be deemed amended to the extent necessary to conform to such requirements. 

**ARTICLE VI**

**OPTIONS**

6.1 Granting of Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions asit may determine which shall not be inconsistent with the Plan. 

6.2 Eligibility for Incentive Stock Options. NoIncentive Stock Option shall be granted to any individual who is not an Employee of the Company or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Sections 424(e) and 424(f) of the Code,respectively). 

6.3 Option Exercise Price. The exercise price per Share subject to each Option shall be set by theAdministrator, but shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposesof Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the datethe Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). 

6.4 Option Term. The term of each Option shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years from the date theOption is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including the time period following a termination of employment orother service, during which the Participant has the right to exercise the vested Options, which time period may not extend beyond the stated term of the Option. Except as limited by the requirements of Section 409A or Section 422 of theCode, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any termination of employment or other service of the Participant, and, subject toSection 13.1 hereof, may amend any other term or condition of such Option relating to such a termination of employment or other service. 

6.5 Option Vesting.

(a) The terms and conditions pursuant to which anOption vests in the Participant and becomes exercisable shall be determined by the Administrator and set forth in the applicable Award Agreement. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Goals,or any other criteria selected by the Administrator. At 

 
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any time after the grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the vesting of the Option, includingfollowing a termination of employment or other service; provided, that in no event shall an Option become exercisable following its expiration, termination or forfeiture. 

(b) No portion of an Option which is unexercisable at a Participant’s termination of employment or other service shall thereafter become exercisable, except as may be otherwise provided by theAdministrator in the applicable Award Agreement or by action of the Administrator following the grant of the Option. 

6.6Treatment of Options upon Certain Events. The Administrator shall provide for the treatment of each Option upon a termination of employment or other service with the Company or upon a Change in Control as set forth in the applicable AwardAgreement. 

6.7 Substitution of Stock Appreciation Rights. The Administrator may, in its sole discretion, substitute anAward of Stock Appreciation Rights for an outstanding Option at any time prior to or upon exercise of such Option; provided, however, that such Stock Appreciation Rights shall be exercisable with respect to the same number of Shares for which suchsubstituted Option would have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option. 

6.8 Partial Exercise of Options. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator mayrequire that, by the terms of the Option, a partial exercise must be with respect to a minimum number of Shares. 

6.9Manner of Exercise of Options. A Participant may exercise an exercisable Option, subject to applicable requirements established by the Administrator, by paying the full exercise price and applicable withholding taxes to the stockadministrator of the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with the following: (i) cash or check, (ii) in the discretion of theAdministrator, Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award), in each case, having a Fair Market Value on the date of delivery equal to the aggregate paymentsrequired, or (iii) other form of legal consideration acceptable to the Administrator. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or an “executive officer” of the Company withinthe meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment with a loan from the Company or a loanarranged by the Company in violation of Section 13(k) of the Exchange Act. 

6.10 Notification RegardingDisposition. The Participant shall give the Company prompt written or electronic notice of any disposition of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two (2) years from the date of granting(including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Participant, or (b) one (1) year after the transfer of such Shares to such Participant. 

 
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**ARTICLE VII**

**RESTRICTED STOCK**

7.1 Award of Restricted Stock. 

(a) The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions,including the restrictions, applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

(b) The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided,however, that if a purchase price is charged, such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by applicable law. In all cases, legal consideration shall be required for each issuanceof Restricted Stock to the extent required by applicable law. 

(c) The Administrator shall provide for the treatment of eachAward of Restricted Stock upon a termination of employment or other service with the Company or upon a Change in Control as set forth in the applicable Award Agreement. 

7.2 Rights as Stockholders. Upon issuance of Restricted Stock, the Participant shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to saidshares, subject to the restrictions in the applicable Award Agreement. This includes, but is not limited to, the right to vote shares of Restricted Stock as the record owner thereof, and, unless otherwise determined by the Administrator, the rightto receive dividends and other distributions payable to an Eligible Individual during the Restriction Period if and when the restrictions imposed on the applicable Restricted Stock lapse; provided, however, that, in the sole discretion of theAdministrator, any distributions with respect to the shares shall be subject to the restrictions set forth in Section 8.3 hereof. 

7.3 Restrictions. All shares of Restricted Stock (including any shares received by Participants thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits orany other Change in Capitalization) shall, in the terms of an applicable Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictionsconcerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation,criteria based on the Participant’s duration of employment, 

 
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directorship or consultancy with the Company, the Performance Goals, Company or Affiliate performance, individual performance or other criteria selected by the Administrator. Restricted Stock maynot be sold or encumbered until all restrictions are terminated or expire. 

7.4 Certificates for Restricted Stock.Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms,conditions, and restrictions applicable to such Restricted Stock, and the Company may, in it sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse. 

7.5 Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respectto the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver acopy of such election to the Company promptly after filing such election with the Internal Revenue Service. 

**ARTICLE VIII**

**RESTRICTED STOCK UNITS**

8.1 Award of Restricted Stock Units. 

(a) The Administrator is authorizedto grant Restricted Stock Units to Eligible Individuals, and shall determine the terms and conditions, including the restrictions, applicable to each award of Restricted Stock Units, which terms and conditions shall not be inconsistent with thePlan, and may impose such conditions on the issuance of such Restricted Stock Units as it deems appropriate. 

(b) TheAdministrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted StockUnits vest and become nonforfeitable, and which conditions and dates shall be established in accordance with the applicable provisions of Section 409A of the Code or an exemption therefrom. 

(c) The Administrator shall provide for the treatment of each Award of Restricted Stock Units upon a termination of employment or otherservice with the Company or upon a Change in Control as set forth in the applicable Award Agreement. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of onesuch Share in cash) for each vested and nonforfeitable Restricted Stock Unit. 

 
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**ARTICLE IX**

**PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, STOCK PAYMENTS, OTHER INCENTIVE AWARDS**

9.1 Performance Awards. 

(a) The Administrator is authorized to grantPerformance Awards to any Eligible Individual and to determine whether such Performance Awards shall be Performance-Based Compensation per Article V of this Plan. The vesting and value of Performance Awards may be linked to any one or more of thePerformance Goals or other specific criteria determined by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Performance Awards may be paid in cash, Shares or a combination ofboth, as determined by the Administrator. 

(b) Without limiting Section 9.1(a) hereof, the Administrator may grantPerformance Awards to any Eligible Individual in the form of a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each case on aspecified date or dates or over any period or periods determined by the Administrator. Any such bonuses paid to a Participant which are intended to be Performance-Based Compensation shall be based upon objectively determinable bonus formulasestablished in accordance with the provisions of Article V hereof. 

9.2 Dividend Equivalents. 

(a) Subject to Section 9.2(b) hereof, Dividend Equivalents may be granted by the Administrator, either alone or in tandem withanother Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate orexpire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula, at such time and subject to such limitations as may be determined by the Administrator. In addition, theAdministrator may provide that Dividend Equivalents with respect to Shares covered by an Award shall only be paid out to the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfiedand the Award vests with respect to such Shares. 

(b) Notwithstanding the foregoing, no Dividend Equivalents shall be payablewith respect to Options or Stock Appreciation Rights, unless otherwise determined by the Administrator. 

 
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9.3 Stock Payments. The Administrator is authorized to make one or more StockPayments to any Eligible Individual. The number or value of Shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Goals or any other specific criteria, including service to the Company orany Affiliate, determined by the Administrator. 

9.4 Other Incentive Awards. The Administrator is authorized to grantOther Incentive Awards to any Eligible Individual, which Awards may cover Shares or the right to purchase Shares or have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payablein or based on, Shares, shareholder value or shareholder return, in each case, on a specified date or dates or over any period or periods determined by the Administrator. The terms and conditions applicable to such Other Incentive Awards shall bedetermined by the Administrator and set forth in the applicable Award Agreement. Other Incentive Awards may be linked to any one or more of the Performance Goals or other specific criteria determined appropriate by the Administrator and may bepayable in cash or shares. 

9.5 Other Terms and Conditions. All applicable terms and conditions of each Award describedin this Article IX, including without limitation, as applicable, the term, vesting conditions and exercise/purchase price applicable to the Award, shall be set by the Administrator in its sole discretion, provided, however, that the value of theconsideration paid by a Participant for an Award shall not be less than the par value of a Share, unless otherwise permitted by applicable law. The rights of Participants granted Performance Awards, Dividend Equivalents, or Other Incentive Awardsupon termination of employment or other service or upon a Change in Control shall be set forth in the Award Agreement. 

**ARTICLE X**

**STOCK APPRECIATION RIGHTS**

10.1 Grant of Stock Appreciation Rights. 

(a) The Administrator isauthorized to grant Awards of Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan. 

(b) Each Award of Stock Appreciation Rights shall entitle the Participant (or other individual entitled to exercise the Award of StockAppreciation Rights pursuant to the Plan) to exercise all or a specified portion of the Award of Stock Appreciation Rights (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying thedifference obtained by subtracting the exercise price per Share of the Stock Appreciation Rights from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Stock Appreciation Rights that shall have been

 
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exercised, subject to any limitations the Administrator may impose. The exercise price per Share subject to each Award of Stock Appreciation Rights shall be set by the Administrator, but shallnot be less than one hundred percent (100%) of the Fair Market Value on the date the Stock Appreciation Rights are granted. 

(c) The Administrator shall provide for the treatment of each Award of Stock Appreciation Rights upon a termination of employment or other service with the Company or upon a Change in Control as set forthin the applicable Award Agreement. 

10.2 Stock Appreciation Right Vesting. 

(a) The Administrator shall determine the period during which a Participant shall vest in an Award of Stock Appreciation Rights and havethe right to exercise such Stock Appreciation Rights (subject to Section 10.4 hereof) in whole or in part. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Goals or any other criteria selected bythe Administrator. At any time after grant of an Award of Stock Appreciation Rights, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which the Stock AppreciationRights vests. 

(b) No portion of an Award of Stock Appreciation Rights which is unexercisable upon termination of employmentor other service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in an Award Agreement or by action of the Administrator following the grant of the Stock Appreciation Rights, including following atermination of employment or other service; provided, that in no event shall an Award of Stock Appreciation Rights become exercisable following its expiration, termination or forfeiture. 

10.3 Manner of Exercise. A Participant may exercise an exercisable Stock Appreciation Right as follows, subject to applicablerequirements established by the Administrator; full payment of the applicable withholding taxes shall be made to the stock administrator of the Company for the Shares with respect to which the Stock Appreciation Rights, or portion thereof, areexercised, in a manner permitted by Section 7.2 in respect of Options. 

10.4 Stock Appreciation Right Term. Theterm of each Award of Stock Appreciation Rights shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years from the date the Stock Appreciation Rights are granted. TheAdministrator shall determine the time period, including any time period following a termination of employment or other service, during which the Participant has the right to exercise any vested Stock Appreciation Rights, which time period may notextend beyond the expiration date of the Award term. Except as limited by the requirements of Section 409A of the Code, the Administrator may extend the term of any outstanding Stock Appreciation Rights, and may extend the time period duringwhich vested Stock Appreciation Rights may be exercised in connection with any termination of employment or other service of the Participant, and, subject to Section 13.1 hereof, may amend any other term or condition of such Stock AppreciationRights relating to such a termination of employment or other service. 

 
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**ARTICLE XI**

**ADDITIONAL TERMS OF AWARDS**

11.1 Tax Withholding. TheCompany and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including theParticipant’s social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its solediscretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares), provided that the number of Shareswhich may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutorywithholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the Fair Market Value of the Shares, consistent with applicableprovisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or anytax withholding obligation. 

11.2 Transferability of Awards. 

(a) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent anddistribution; 

(b) No Award or interest or right therein shall be liable for the debts, contracts or engagements of theParticipant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or byoperation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictionsapplicable to such Shares have lapsed, and any attempted disposition of an Award prior to the satisfaction of these conditions shall be null and void and of no effect; and 

(c) During the lifetime of the Participant, only the Participant may exercise an Award (or any portion thereof) granted to him or her under the Plan; after the death of the Participant, any exercisableportion of an Award may, prior to the time when such portion 

 
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becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by his personal representative or by any individual empowered to do so under the deceasedParticipant’s will or under the then-applicable laws of descent and distribution. 

11.3 Conditions to Issuance ofShares. 

(a) Notwithstanding anything herein to the contrary, neither the Company nor its Affiliates shall be required toissue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with allapplicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded, and the Shares are covered by an effective registration statement or applicable exemption fromregistration. In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in orderto comply with any such laws, regulations, or requirements. 

(b) All Share certificates delivered pursuant to the Plan andall Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state, or foreign securities or other laws, rules andregulations and the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted, or traded. The Administrator may place legends on any Share certificate or book entry to reference restrictions applicable tothe Shares. 

(c) The Administrator shall have the right to require any Participant to comply with any timing or otherrestrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator. 

(d) No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given inlieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down. 

(e) Notwithstanding anyother provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company and/or its Affiliates may, in lieu of delivering to any Participant certificates evidencing Sharesissued in connection with any Award, record the issuance of Shares in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). 

 
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11.4 Forfeiture and Recoupment Provisions. Pursuant to its general authority todetermine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Participant to agree by separate written or electronic instrument,that: (a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to theCompany, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (b)(i) a termination of employment or other service occurs prior to a specified date, or within a specified timeperiod following receipt or exercise of the Award, (ii) the Participant at any time, or during a specified time period, engages in any activity in competition with the Company, as further defined by the Administrator or (iii) theParticipant incurs a termination of employment or other service for “cause,” as defined in the applicable Award Agreement. Notwithstanding the foregoing, all Awards made under the Plan shall be subject to any clawback or recoupmentpolicies of the Company, as in effect from time to time, or as otherwise required by law. 

11.5 Prohibition onRepricing. Subject to limitations imposed by Section 409A of the Code or other applicable law and the limitations contained in Section 13.1 below, in no event shall the exercise price with respect to an Award be reduced following thegrant of an Award, nor shall an Award be cancelled in exchange for a replacement Award with a lower exercise price or in exchange for another type of Award or cash payment without shareholder approval. 

11.6 Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in anAward Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof. 

11.7 Leave of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence. A Participant shall not cease to beconsidered an Employee, Non-Employee Director or Consultant, as applicable, in the case of any (a) leave of absence approved by the Company, or (b) transfer between locations of the Company or between the Company and any of its Affiliatesor any successor thereof. 

**ARTICLE XII**

**ADMINISTRATION**

12.1 Administrator. The Committee (oranother committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and shall be referred to herein as the “Administrator.” Unlessotherwise determined by the Board, the Committee shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a “non-employee director” asdefined by Rule 16b-3 of the Exchange Act, an “outside director” for purposes of Section 162(m) of the Code and an 

 
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“independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, in each case, to the extent requiredunder such provision; provided, however, that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements formembership set forth in this Section 12.l or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance ofappointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majorityof its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and (b) the Board or Committee may delegate its authority hereunder to the extent permitted bySection 12.6 hereof. 

12.2 Duties and Powers of Administrator. It shall be the duty of the Administrator toconduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan and all Award Agreements, and to adopt such rules for the administration, interpretation and applicationof the Plan as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend any Award Agreement, provided that the rights or obligations of the holder of the Award that is the subject of any such Award Agreement arenot affected adversely by such amendment unless the consent of the Participant is obtained or such amendment is otherwise permitted under Section 13.1 hereof. In its sole discretion, the Board may at any time and from time to time exercise anyand all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act, Section 162(m) of the Code, or the rules of any securities exchange or automated quotation system on whichthe Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee. 

12.3Authority of Administrator. Subject to any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to: 

(a) Designate Eligible Individuals to receive Awards; 

(b) Determine the type ortypes of Awards to be granted to each Eligible Individual; 

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

(d) Determine the terms and conditions of any Award granted pursuant to the Plan,including, but not limited to, the exercise price, grant price, or purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on theexercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;

 
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(e) Determine whether, to what extent, and pursuant to what circumstances an Award may besettled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 

(f) Prescribe the form of each Award Agreement, which need not be identical for each Participant; 

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

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

(i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and 

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary oradvisable to administer the Plan. 

12.4 Decisions Binding. The Administrator’s interpretation of the Plan, anyAwards granted pursuant to the Plan or any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties. 

12.5 Delegation of Authority. To the extent permitted by applicable law or the rules of any securities exchange or automatedquotation system on which the Shares are listed, quoted or traded, the Board or Committee may from time to time delegate to a committee of one or more members of the Board, one or more officers of the Company the authority to grant or amend Awardsor to take other administrative actions pursuant to this Article XIII; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals:(a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees with respect to Awards intended to constitute Performance-Based Compensation, or (c) officers of the Company (or Directors) to whomauthority to grant or amend Awards has been delegated hereunder; provided further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and applicablesecurities laws or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies atthe time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 12.5 shall serve in such capacity at the pleasure of the Boardand the Committee. 

 
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**ARTICLE XIII**

**MISCELLANEOUS PROVISIONS**

13.1 Amendment, Suspension orTermination of the Plan. The Plan may be amended or terminated at any time by action of the Board. However, no amendment may, without stockholder approval (i) increase the aggregate number of shares available for Awards, (ii) extendthe term of the Plan, (iii) materially expand the types of awards available under the Plan, (iv) change the definition of Eligible Individual to add a category or categories of individuals who are eligible to participate in the Plan, or(v) delete or limit the prohibition against repricing of Options or Stock Appreciation Rights contained in Section 11.5, or (vi) make other changes which require approval by the stockholders of the Company in order to comply withapplicable law or applicable stock market rules. No amendment or termination of the Plan may adversely modify any individual’s rights under an outstanding Award unless he consents to the modification in writing. 

13.2 Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, anautomated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permittedthrough the use of such an automated system. 

13.3 Titles and Headings, References to Sections of the Code or ExchangeAct. 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. References to sections of the Code or theExchange Act shall include any amendment or successor thereto. 

13.4 Governing Law. The Plan and any programs andagreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof. 

13.5 Section 409A. The intent of the parties is that payments and benefits under the Plan comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to themaximum extent permitted, the Plan shall be interpreted and be administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Codeshall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties underSection 409A of the Code, the Participant shall not be considered to have terminated employment with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would beconsidered to have incurred a “separation from service” from the Company within the meaning of Section 409A of 

 
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the Code. Notwithstanding anything to the contrary in the Plan, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amountsthat would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s termination of employment shall instead be paid on the firstbusiness day after the date that is six (6) months following the Participant’s separation from service (or upon the Participant’s death, if earlier). In addition, for purposes of the Plan, each amount to be paid or benefit to beprovided to the Participant pursuant to the Plan, which constitute deferred compensation subject to Section 409A of the Code, shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding theforegoing, for each Award that constitutes nonqualified deferred compensation under Section 409A of the Code, if required to avoid accelerated taxation and/or tax penalties, a Change in Control shall be deemed to have occurred for purposes ofthe payment or settlement of such Award under the Plan only if a “change in the ownership of the corporation,” a “change in effective control of the corporation” or a “change in the ownership of a substantial portion of theassets of the corporation,” within the meaning of Section 409A(a)(2)(A)(v) of the Code shall also be deemed to have occurred under Section 409A of the Code. 

13.6 No Rights to Awards. No Eligible Individual or other individual shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated totreat Eligible Individuals, Participants or any other individuals uniformly. 

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

13.8 Indemnification. Tothe extent allowable pursuant to applicable law, each member of the Board and any officer or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless by the Company 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 he or she may be a party or in which he or she may be involved by reasonof any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided, however, that he or she gives the Companyan opportunity, at its own expense, to handle and defend the same before he or she 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 towhich such individuals may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 

13.9 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits underany pension, retirement, savings, profit sharing, group insurance, welfare, or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder. 

 
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13.10 Successors. The obligations of the Company under the Plan shall be binding uponany successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

13.11 Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates. 

13.12 Term of Plan. No Awards may be made under the Plan after the tenth anniversary of the Effective Date; provided, however,that the expiration of the tenth anniversary of the Effective Date shall not affect outstanding Awards under the Plan, which shall remain in full force and effect. 

 
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