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EXHIBIT 10(a)

 




 




    THE
    SHERWIN-WILLIAMS COMPANY

    2006 Equity and Performance Incentive Plan

    (Amended and Restated as of April 21, 2010)



 


			
	 	    1. 
	
    Purpose.  The purpose of this 2006
    Equity and Performance Incentive Plan (Amended and Restated as
    of April 21, 2010) is to attract and retain officers
    and other employees of The Sherwin-Williams Company and its
    Subsidiaries and to provide to such persons incentives and
    rewards for performance.

	 
	 	    2. 
	
    Definitions.  As used in this Plan,




 


			
	 	    (a)  
	
    “Appreciation Right” means a right granted
    pursuant to Section 5 of this Plan, and will include both
    Free-Standing Appreciation Rights and Tandem Appreciation Rights.

	 
	 	    (b)  
	
    “Assumed” has the meaning provided in
    Section 12 of this Plan.

	 
	 	    (c)  
	
    “Base Price” means the price to be used as the
    basis for determining the Spread upon the exercise of a
    Free-Standing Appreciation Right or a Tandem Appreciation Right.

	 
	 	    (d)  
	
    “Board” means the Board of Directors of the
    Company and, to the extent of any delegation by the Board to a
    committee (or subcommittee thereof) pursuant to Section 10
    of this Plan, such committee (or subcommittee).

	 
	 	    (e)  
	
    “Cause” has the meaning provided in
    Section 12 of this Plan.

	 
	 	    (f)  
	
    “Change of Control” means, except as may be
    otherwise prescribed by the Board in any Evidence of Award, the
    occurrence of any of the following events:




 


			
	 	    (i)  
	
    any individual, entity or group (within the meaning of Section
    13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
    is or becomes the beneficial owner (within the meaning of
    Rule 13d-3
    promulgated under the Exchange Act) of 30% or more of the
    combined voting power of the then-outstanding Voting Stock of
    Company; provided, however, that:




 


			
	 	    (A)  
	
    for purposes of this Section 2(f)(i), the following
    acquisitions will not constitute a Change in Control:
    (1) any acquisition of Voting Stock directly from Company
    that is approved by a majority of the Incumbent Directors,
    (2) any acquisition of Voting Stock by Company or any
    Subsidiary, (3) any acquisition of Voting Stock by the
    trustee or other fiduciary holding securities under any employee
    benefit plan (or related trust) sponsored or maintained by
    Company or any Subsidiary, and (4) any acquisition of
    Voting Stock by any Person pursuant to a Business Transaction
    that complies with clauses (A), (B) and (C) of
    Section 2(f)(iii) below;

	 
	 	    (B)  
	
    if any Person is or becomes the beneficial owner of 30% or more
    of combined voting power of the then-outstanding Voting Stock as
    a result of a transaction described in clause (1) of
    Section 2(f)(i)(A) above and such Person thereafter becomes
    the beneficial owner of any additional shares of Voting Stock
    representing 1% or more of the then-outstanding Voting Stock,
    other than in an acquisition directly from Company that is
    approved by a majority of the Incumbent Directors or other than
    as a result of a stock dividend, stock split or similar
    transaction effected by Company in which all holders of Voting
    Stock are treated equally, such subsequent acquisition shall be
    treated as a Change in Control; or






    

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	 	    (C)  
	
    a Change in Control will not be deemed to have occurred if a
    Person is or becomes the beneficial owner of 30% or more of the
    Voting Stock as a result of a reduction in the number of shares
    of Voting Stock outstanding pursuant to a transaction or series
    of transactions that is approved by a majority of the Incumbent
    Directors unless and until such Person thereafter becomes the
    beneficial owner of any additional shares of Voting Stock
    representing 1% or more of the then-outstanding Voting Stock,
    other than as a result of a stock dividend, stock split or
    similar transaction effected by Company in which all holders of
    Voting Stock are treated equally; and

	 
	 	    (D)  
	
    if at least a majority of the Incumbent Directors determine in
    good faith that a Person has acquired beneficial ownership of
    30% or more of the Voting Stock inadvertently, and such Person
    divests as promptly as practicable but no later than the date,
    if any, set by the Incumbent Board a sufficient number of shares
    so that such Person beneficially owns less than 30% of the
    Voting Stock, then no Change in Control shall have occurred as a
    result of such Person’s acquisition; or




 


			
	 	    (ii) 
	
    a majority of the Board ceases to be comprised of Incumbent
    Directors; or

	 
	 	    (iii) 
	
    the consummation of a reorganization, merger or consolidation,
    or sale or other disposition of all or substantially all of the
    assets of Company or the acquisition of the stock or assets of
    another corporation, or other transaction (each, a
    “Business Transaction”), unless, in each case,
    immediately following such Business Transaction (A) the
    Voting Stock outstanding immediately prior to such Business
    Transaction continues to represent (either by remaining
    outstanding or by being converted into voting stock of the
    surviving entity or any parent thereof), more than 50% of the
    combined voting power of the then outstanding shares of voting
    stock of the entity resulting from such Business Transaction
    (including, without limitation, an entity which as a result of
    such transaction owns Company or all or substantially all of
    Company’s assets either directly or through one or more
    subsidiaries), (B) no Person (other than Company, such
    entity resulting from such Business Transaction, or any employee
    benefit plan (or related trust) sponsored or maintained by
    Company, any Subsidiary or such entity resulting from such
    Business Transaction) beneficially owns, directly or indirectly,
    30% or more of the combined voting power of the then outstanding
    shares of voting stock of the entity resulting from such
    Business Transaction, and (C) at least a majority of the
    members of the board of directors of the entity resulting from
    such Business Transaction were Incumbent Directors at the time
    of the execution of the initial agreement or of the action of
    the Board providing for such Business Transaction; or

	 
	 	    (iv) 
	
    approval by the shareholders of Company of a complete
    liquidation or dissolution of Company, except pursuant to a
    Business Transaction that complies with clauses (A),
    (B) and (C) of Section 2(f)(iii).

	 
	 	    (v)  
	
    For purposes of this Section 2(f), the term “Incumbent
    Directors” shall mean, during any period of two consecutive
    years, individuals who at the beginning of such period
    constituted the Board and any new director (other than a
    director initially elected or nominated as a director as a
    result of an actual or threatened election contest with respect
    to directors or any other actual or threatened solicitation of
    proxies by or on behalf of such director) whose election by the
    Board or nomination for election by the Company’s
    shareholders was approved by a vote of at least two-thirds (2/3)
    of the directors then






    

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    still in office who either were directors at the beginning of
    the period or whose election or nomination for election was
    previously so approved.




 


			
	 	    (g)  
	
    “Code” means the Internal Revenue Code of 1986,
    as amended from time to time.

	 
	 	    (h)  
	
    “Common Stock” means Common Stock, par value
    $1.00 each, of the Company or any security into which such
    shares of Common Stock may be changed by reason of any
    transaction or event of the type referred to in Section 11
    of this Plan.

	 
	 	    (i)  
	
    “Company” means The Sherwin-Williams Company,
    an Ohio corporation, and its successors.

	 
	 	    (j)  
	
    “Covered Employee” means a Participant who is,
    or is determined by the Board to be likely to become, a
    “covered employee” within the meaning of
    Section 162(m) of the Code (or any successor provision).




 


			
	 	    (k)  
	
    “Date of Grant” means the date specified by the
    Board on which a grant of Option Rights, Appreciation Rights,
    Performance Shares, Performance Units or Other Awards, or a
    grant or sale of Restricted Stock, Restricted Stock Units or
    Other Awards, will become effective (which date will not be
    earlier than the date on which the Board takes action with
    respect thereto).




 


			
	 	    (l)  
	
    “Director” means a member of the Board of
    Directors of the Company.

	 
	 	    (m)  
	
    “Effective Date” means the date immediately
    following the date that this Plan is approved by the
    shareholders of the Company.

	 
	 	    (n)  
	
    “Evidence of Award” means an agreement,
    certificate, resolution or other type or form of writing or
    other evidence approved by the Board that sets forth the terms
    and conditions of Option Rights, Appreciation Rights,
    Performance Shares, Performance Units or Other Awards granted,
    or a grant or sale of Restricted Stock, Restricted Stock Units
    or Other Awards. An Evidence of Award may be in an electronic
    medium, may be limited to notation on the books and records of
    the Company and, unless otherwise determined by the Board, need
    not be signed by a representative of the Company or a
    Participant.

	 
	 	    (o)  
	
    “Exchange Act” means the Securities Exchange
    Act of 1934, as amended, and the rules and regulations
    thereunder, as such law, rules and regulations may be amended
    from time to time.

	 
	 	    (p)  
	
    “Free-Standing Appreciation Right” means an
    Appreciation Right granted pursuant to Section 5 of this
    Plan that is not granted in tandem with an Option Right.

	 
	 	    (q)  
	
    “Good Reason” has the meaning provided in
    Section 12 of this Plan.

	 
	 	    (r)  
	
    “Incentive Stock Options” means Option Rights
    that are intended to qualify as “incentive stock
    options” under Section 422 of the Code or any
    successor provision.

	 
	 	    (s)  
	
    “Management Objectives” means the measurable
    performance objective or objectives established pursuant to this
    Plan for Participants who have received grants of Performance
    Shares or Performance Units or, when so determined by the Board,
    Option Rights, Appreciation Rights, Restricted Stock, Restricted
    Stock Units, Other Awards or dividend credits pursuant to this
    Plan. Management Objectives may be described in terms of
    Company-wide objectives or objectives that are related to the
    performance of the individual Participant or of the Subsidiary,
    division, department, region or function within the Company or
    Subsidiary in which the Participant is employed. The Management
    Objectives may be made relative to the performance of one or
    more other companies or subsidiaries, divisions, departments,
    regions or functions within such other companies, and may be
    made relative to an index or one or more of the






    

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    performance criteria themselves. The Board may grant awards
    subject to Management Objectives that are either Qualified
    Performance-Based Awards or are not Qualified Performance-Based
    Awards. The Management Objectives applicable to any Qualified
    Performance-Based Award to a Covered Employee will be based on
    one or more, or a combination, of the following criteria:




 


			
	 	    (i)  
	
    Appreciation in value of shares;

	 
	 	    (ii) 
	
    Total shareholder return;

	 
	 	    (iii) 
	
    Earnings per share;



    

	 
	 	    (iv) 
	
    Operating income;

	 
	 	    (v)  
	
    Net income;

	 
	 	    (vi) 
	
    Pretax earnings;

	 
	 	    (vii) 
	
    Earnings before interest, taxes, depreciation and amortization;

	 
	 	    (viii) 
	
    Pro forma net income;

	 
	 	    (ix) 
	
    Return on equity;

	 
	 	    (x)  
	
    Return on designated assets;

	 
	 	    (xi) 
	
    Return on capital;

	 
	 	    (xii) 
	
    Economic value added;

	 
	 	    (xiii) 
	
    Revenues;

	 
	 	    (xiv) 
	
    Expenses;

	 
	 	    (xv) 
	
    Operating profit margin;

	 
	 	    (xvi) 
	
    Operating cash flow;

	 
	 	    (xvii) 
	
    Free cash flow;

	 
	 	    (xviii) 
	
    Cash flow return on investment;

	 
	 	    (xix) 
	
    Operating margin or net profit margin; or

	 
	 	    (xx) 
	
    Any of the above criteria as compared to the performance of a
    published or a special index deemed applicable by the Board,
    including, but not limited to, the Standard &
    Poor’s 500 Stock Index.




 



    If the Board determines that a change in the business,
    operations, corporate structure or capital structure of the
    Company, or the manner in which it conducts its business, or
    other events or circumstances render the Management Objectives
    unsuitable, the Board may in its discretion modify such
    Management Objectives or the related level or levels of
    achievement, in whole or in part, as the Board deems appropriate
    and equitable, except in the case of a Qualified
    Performance-Based Award (other than in connection with a Change
    of Control) where such action would result in the loss of the
    otherwise available exemption of the award under
    Section 162(m) of the Code. In such case, the Board will
    not make any modification of the Management Objectives or the
    level or levels of achievement with respect to such Covered
    Employee.



 


			
	 	    (t)  
	
    “Market Value Per Share” means, as of any
    particular date, the average of the highest and lowest reported
    sales prices of the Common Stock during normal trading hours on
    the New York Stock Exchange Composite Tape or, if not
    listed on such exchange, on any other national securities
    exchange on which the Common Stock is listed. If there is no
    regular public trading market for such Common Stock, the Market
    Value Per







    

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    Share of the Common Stock shall be determined by the Board. The
    Board is authorized to adopt another fair market value pricing
    method, provided such method is stated in the Evidence of Award,
    and is in compliance with the fair market value pricing rules
    set forth in Section 409A of the Code.




 


			
	 	    (u)  
	
    “Optionee” means the optionee named in an
    Evidence of Award evidencing an outstanding Option Right.

	 
	 	    (v)  
	
    “Option Price” means the purchase price payable
    on exercise of an Option Right.

	 
	 	    (w)  
	
    “Option Right” means the right to purchase
    shares of Common Stock upon exercise of an option granted
    pursuant to Section 4 of this Plan.

	 
	 	    (x)  
	
    “Other Award” means an award granted pursuant
    to Section 9 of this Plan.

	 
	 	    (y)  
	
    “Participant” means a person who is selected by
    the Board to receive benefits under this Plan and who is at the
    time an officer or other employee of the Company or any one or
    more of its Subsidiaries, or who has agreed to commence serving
    in any of such capacities within 90 days of the Date of
    Grant. The term “Participant” shall also include any
    person who provides services to the Company or a Subsidiary that
    are substantially equivalent to those typically provided by an
    employee.

	 
	 	    (z)  
	
    “Performance Period” means, in respect of a
    Performance Share or Performance Unit, a period of time
    established pursuant to Section 8 of this Plan within which
    the Management Objectives relating to such Performance Share or
    Performance Unit are to be achieved.

	 
	 	    (aa) 
	
    “Performance Share” means a bookkeeping entry
    that records the equivalent of one share of Common Stock awarded
    pursuant to Section 8 of this Plan.

	 
	 	    (bb) 
	
    “Performance Unit” means a bookkeeping entry
    awarded pursuant to Section 8 of this Plan that records a
    unit equivalent to $1.00 or such other value as is determined by
    the Board.

	 
	 	    (cc) 
	
    “Plan” means The Sherwin-Williams Company 2006
    Equity and Performance Incentive Plan (Amended and Restated as
    of April 21, 2010), as may be further amended from time to
    time.

	 
	 	    (dd) 
	
    “Post-CIC Period” has the meaning provided in
    Section 12 of this Plan.

	 
	 	    (ee) 
	
    “Qualified Performance-Based Award” means any
    award of Performance Shares, Performance Units, Restricted
    Stock, Restricted Stock Units or Other Awards, or portion of
    such award, to a Covered Employee that is intended to satisfy
    the requirements for “qualified performance-based
    compensation” under Section 162(m) of the Code.

	 
	 	    (ff) 
	
    “Restricted Stock” means shares of Common Stock
    granted or sold pursuant to Section 6 of this Plan as to
    which neither the substantial risk of forfeiture nor the
    prohibition on transfer has expired.

	 
	 	    (gg) 
	
    “Restriction Period” means the period of time
    during which Restricted Stock Units are subject to restrictions,
    as provided in Section 7 of this Plan.

	 
	 	    (hh) 
	
    “Restricted Stock Unit” means an award made
    pursuant to Section 7 of this Plan of the right to receive
    shares of Common Stock or cash at the end of a specified period.

	 
	 	    (ii) 
	
    “Spread” means the excess of the Market Value
    Per Share on the date when an Appreciation Right is exercised
    over the Option Price or Base Price provided for in the related
    Option Right or Free-Standing Appreciation Right, respectively.






    

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	 	    (jj) 
	
    “Subsidiary” means a corporation, company or
    other entity (i) at least 50 percent of whose
    outstanding shares or securities (representing the right to vote
    for the election of directors or other managing authority) are,
    or (ii) which does not have outstanding shares or
    securities (as may be the case in a partnership, joint venture
    or unincorporated association), but at least 50 percent of
    whose ownership interest representing the right generally to
    make decisions for such other entity is, now or hereafter, owned
    or controlled, directly or indirectly, by the Company except
    that for purposes of determining whether any person may be a
    Participant for purposes of any grant of Incentive Stock
    Options, “Subsidiary” means any corporation in which
    at the time the Company owns or controls, directly or
    indirectly, at least 50 percent of the total combined
    voting power represented by all classes of stock issued by such
    corporation.

	 
	 	    (kk) 
	
    “Tandem Appreciation Right” means an
    Appreciation Right granted pursuant to Section 5 of this
    Plan that is granted in tandem with an Option Right.




 



    3. Shares Subject to this Plan.



 


			
	 	    (a)  
	
    Maximum Shares Available Under Plan.




 


			
	 	    (i)  
	
    Subject to adjustment as provided in Section 11 of this
    Plan, the number of shares of Common Stock that may be issued or
    transferred (A) upon the exercise of Option Rights or
    Appreciation Rights; (B) as Restricted Stock and released
    from substantial risks of forfeiture thereof; (C) in
    payment of Restricted Stock Units; (D) in payment of
    Performance Shares or Performance Units that have been earned;
    (E) as Other Awards or in payment of Other Awards, or
    (F) in payment of dividend equivalents paid with respect to
    awards made under this Plan will not exceed in the aggregate
    19,200,000 shares of Common Stock (10,000,000 of which were
    approved by shareholders in 2006 and 9,200,000 of which will be
    added upon approval by shareholders in 2010), plus any shares of
    Common Stock relating to awards that expire or are forfeited or
    are cancelled under this Plan. Such shares may be shares of
    original issuance or treasury shares or a combination of the
    foregoing.

	 
	 	    (ii) 
	
    Each share of Common Stock issued or transferred pursuant to an
    award of Option Rights or Appreciation Rights will reduce the
    aggregate plan limit described above in Section 3(a)(i) by
    one share of Common Stock. Each share of Common Stock issued or
    transferred (and in the case of Restricted Shares, released from
    all substantial risk of forfeiture) pursuant to an award other
    than Option Rights or Appreciation Rights shall reduce the
    aggregate plan limit described above in Section 3(a)(i) by
    (A) one share of Common Stock if issued or transferred
    pursuant to an award granted prior to the Effective Date and
    (B) 2 shares of Common Stock if issued or transferred
    pursuant to an award granted on or after the Effective Date. Any
    shares of Common Stock that again become available for issuance
    pursuant to this Section 3 shall be added back to the
    aggregate plan limit in the same manner such shares were
    originally deducted from the aggregate plan limit pursuant to
    this Section 3(a)(ii).

	 
	 	    (iii) 
	
    Shares of Common Stock covered by an award granted under this
    Plan shall not be counted as used unless and until they are
    actually issued and delivered to a Participant and, therefore,
    the total number of shares available under this Plan as of a
    given date shall not be reduced by any shares relating to prior
    awards that have expired or have been forfeited or cancelled.
    Upon payment in cash of the benefit provided by any award
    granted under this Plan, any shares of Common Stock that were
    covered by that award will be available for issue or transfer
    hereunder. Notwithstanding anything to the contrary contained
    herein: (A) if shares of Common Stock are tendered or
    otherwise used in






    

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    payment of the Option Price of a Option Right, the total number
    of shares covered by the Option Right being exercised shall
    count against the aggregate plan limit described above;
    (B) shares of Common Stock withheld by the Company to
    satisfy the tax withholding obligation shall count against the
    aggregate plan limit described above; (C) the number of
    shares of Common Stock that are repurchased by the Company with
    Option Right proceeds shall not increase the aggregate plan
    limit described above; and (D) the number of shares of
    Common Stock covered by an Appreciation Right, to the extent
    that it is exercised and settled in shares of Common Stock,
    whether or not all shares of Common Stock covered by the award
    are actually issued to the Participant upon exercise of the
    Appreciation Right, shall be considered issued or transferred
    pursuant to this Plan. If, under this Plan, a Participant has
    elected to give up the right to receive compensation in exchange
    for shares of Common Stock based on fair market value, such
    shares of Common Stock shall not count against the aggregate
    plan limit described above.




 


			
	 	    (b)  
	
    Incentive Stock Option
    Limit.  Notwithstanding anything in this
    Section 3, or elsewhere in this Plan, to the contrary and
    subject to adjustment pursuant to Section 11 of this Plan,
    the aggregate number of shares of Common Stock actually issued
    or transferred by the Company upon the exercise of Incentive
    Stock Options shall not exceed 19,200,000.

	 
	 	    (c)  
	
    Individual Participant
    Limits.  Notwithstanding anything in this
    Section 3, or elsewhere in this Plan, to the contrary and
    subject to adjustment pursuant to Section 11 of this Plan:




 


			
	 	    (i)  
	
    No Participant shall be granted Option Rights or Appreciation
    Rights, in the aggregate, for more than 500,000 shares of
    Common Stock during any calendar year.

	 
	 	    (ii) 
	
    No Participant will be granted Qualified Performance-Based
    Awards of Restricted Stock, Restricted Stock Units or
    Performance Shares or in the form of Other Awards payable in
    Common Stock, in the aggregate, for more than
    200,000 shares of Common Stock during any calendar year.

	 
	 	    (iii) 
	
    No Participant will receive in any calendar year a Qualified
    Performance-Based Award of Performance Units having an aggregate
    maximum value as of their respective Dates of Grant in excess of
    $5,000,000.

	 
	 	    (iv) 
	
    No Participant will receive in any calendar year a Qualified
    Performance-Based Award in the form of Other Awards payable in
    cash under Section 9(b) having an aggregate maximum value
    in excess of $5,000,000.




 


			
	 	    (d)  
	
    Exclusion from Certain
    Restrictions.  Notwithstanding anything in
    this Plan to the contrary, up to 5% of the maximum number of
    shares of Common Stock provided for in Section 3(a)(i)
    above may be used for awards granted under Sections 6
    through 9 of this Plan that do not comply with the three-year
    requirements set forth in Sections 6(c), 7(c) and 9(d) of
    this Plan and the one-year requirements of Sections 6(e),
    7(a), 8(b) and 9(d) of this Plan.




 



    4. Option Rights.  The Board may,
    from time to time and upon such terms and conditions as it may
    determine, authorize the granting to Participants of options to
    purchase shares of Common Stock. Each such grant will be subject
    to all of the requirements contained in the following provisions:



 


			
	 	    (a)  
	
    Each grant will specify the number of shares of Common Stock to
    which it pertains subject to the limitations set forth in
    Section 3 of this Plan.






    

    7








 






 


			
	 	    (b)  
	
    Each grant will specify an Option Price per share, which may not
    be less than the Market Value Per Share on the Date of Grant.

	 
	 	    (c)  
	
    Each grant will specify whether the Option Price will be payable
    (i) in cash or by check acceptable to the Company or by
    wire transfer of immediately available funds, (ii) by the
    actual or constructive transfer to the Company of shares of
    Common Stock owned by the Optionee having a value at the time of
    exercise equal to the total Option Price, (iii) by a
    combination of such methods of payment, or (iv) by such
    other methods as may be approved by the Board.

	 
	 	    (d)  
	
    To the extent permitted by law, any grant may provide for
    deferred payment of the Option Price from the proceeds of sale
    through a bank or broker on a date satisfactory to the Company
    of some or all of the shares to which such exercise relates.

	 
	 	    (e)  
	
    Successive grants may be made to the same Participant whether or
    not any Option Rights previously granted to such Participant
    remain unexercised.

	 
	 	    (f)  
	
    Each grant will specify the period or periods of continuous
    service by the Optionee with the Company or any Subsidiary that
    is necessary before the Option Rights or installments thereof
    will become exercisable. A grant of Option Rights may provide
    for the earlier exercise of such Option Rights in the event of
    the retirement, death or disability of the Participant or a
    Change of Control.

	 
	 	    (g)  
	
    Any grant of Option Rights may specify Management Objectives
    that must be achieved as a condition to the exercise of such
    rights. The grant of such Option Rights will specify that,
    before the exercise of such rights, the Board must determine
    that the Management Objectives have been satisfied.

	 
	 	    (h)  
	
    Option Rights granted under this Plan may be (i) options,
    including, without limitation, Incentive Stock Options, that are
    intended to qualify under particular provisions of the Code,
    (ii) options that are not intended so to qualify, or
    (iii) combinations of the foregoing. Incentive Stock
    Options may only be granted to Participants who meet the
    definition of “employees” under Section 3401(c)
    of the Code.

	 
	 	    (i)  
	
    The exercise of an Option Right will result in the cancellation
    on a share- for-share basis of any Tandem Appreciation Right
    authorized under Section 5 of this Plan.

	 
	 	    (j)  
	
    No Option Right will be exercisable more than 10 years from
    the Date of Grant.

	 
	 	    (k)  
	
    Each grant of Option Rights will be evidenced by an Evidence of
    Award. Each Evidence of Award shall be subject to this Plan and
    shall contain such terms and provisions, consistent with this
    Plan, as the Board may approve.




 



    5. Appreciation Rights.



 


			
	 	    (a)  
	
    The Board may also, from time to time and upon such terms and
    conditions as it may determine, authorize the granting
    (i) to any Optionee, of Tandem Appreciation Rights in
    respect of Option Rights granted hereunder, and (ii) to any
    Participant, of Free-Standing Appreciation Rights. A Tandem
    Appreciation Right will be a right of the Optionee, exercisable
    by surrender of the related Option Right, to receive from the
    Company an amount determined by the Board, which will be
    expressed as a percentage of the Spread (not exceeding
    100 percent) at the time of exercise. Tandem Appreciation
    Rights may be granted at any time prior to the exercise or
    termination of the related Option Rights; provided, however,
    that a Tandem Appreciation Right awarded in relation to an
    Incentive Stock Option must be granted concurrently with such
    Incentive Stock Option. A Free-Standing Appreciation Right will
    be a right of the Participant to receive from the Company an
    amount determined by the Board, which







    

    8








 







			
	 	
	
    will be expressed as a percentage of the Spread (not exceeding
    100 percent) at the time of exercise.




 


			
	 	    (b)  
	
    Each grant of Appreciation Rights may utilize any or all of the
    authorizations, and will be subject to all of the requirements,
    contained in the following provisions:




 


			
	 	    (i)  
	
    Any grant may specify that the amount payable on exercise of an
    Appreciation Right may be paid by the Company in cash, in shares
    of Common Stock or in any combination thereof and may either
    grant to the Participant or retain in the Board the right to
    elect among those alternatives.

	 
	 	    (ii) 
	
    Any grant may specify that the amount payable on exercise of an
    Appreciation Right may not exceed a maximum specified by the
    Board at the Date of Grant.

	 
	 	    (iii) 
	
    Any grant may specify waiting periods before exercise and
    permissible exercise dates or periods.

	 
	 	    (iv) 
	
    Any grant may specify that such Appreciation Right may be
    exercised only in the event of, or earlier in the event of, the
    retirement, death or disability of the Participant or a Change
    of Control.

	 
	 	    (v)  
	
    Any grant of Appreciation Rights may specify Management
    Objectives that must be achieved as a condition of the exercise
    of such Appreciation Rights. The grant of such Appreciation
    Rights will specify that, before the exercise of such
    Appreciation Rights, the Board must determine that the
    Management Objectives have been satisfied.

	 
	 	    (vi) 
	
    Each grant of Appreciation Rights will be evidenced by an
    Evidence of Award, which Evidence of Award will describe such
    Appreciation Rights, identify the related Option Rights (if
    applicable), and contain such other terms and provisions,
    consistent with this Plan, as the Board may approve.




 


			
	 	    (c)  
	
    Any grant of Tandem Appreciation Rights will provide that such
    Tandem Appreciation Rights may be exercised only at a time when
    the related Option Right is also exercisable and at a time when
    the Spread is positive, and by surrender of the related Option
    Right for cancellation. Successive grants of Tandem Appreciation
    Rights may be made to the same Participant regardless of whether
    any Tandem Appreciation Rights previously granted to the
    Participant remain unexercised.

	 
	 	    (d)  
	
    Regarding Free-Standing Appreciation Rights only:




 


			
	 	    (i)  
	
    Each grant will specify in respect of each Free-Standing
    Appreciation Right a Base Price, which may not be less than the
    Market Value Per Share on the Date of Grant;

	 
	 	    (ii) 
	
    Successive grants may be made to the same Participant regardless
    of whether any Free-Standing Appreciation Rights previously
    granted to the Participant remain unexercised; and

	 
	 	    (iii) 
	
    No Free-Standing Appreciation Right granted under this Plan may
    be exercised more than 10 years from the Date of Grant.




 



    6. Restricted Stock.  The Board may
    also, from time to time and upon such terms and conditions as it
    may determine, authorize the grant or sale of Restricted Stock
    to Participants. Each such grant or sale may utilize any or all
    of the authorizations, and will be subject to all of the
    requirements, contained in the following provisions:



 


			
	 	    (a)  
	
    Each such grant or sale will constitute an immediate transfer of
    the ownership of shares of Common Stock to the Participant in
    consideration of the performance of services, entitling such
    Participant to voting, dividend and other ownership rights, but







    

    9








 






			
	 	
	
    subject to the substantial risk of forfeiture and restrictions
    on transfer hereinafter referred to.




 


			
	 	    (b)  
	
    Each such grant or sale may be made without additional
    consideration or in consideration of a payment by such
    Participant that is less than the Market Value Per Share at the
    Date of Grant.

	 
	 	    (c)  
	
    Each such grant or sale will provide that the Restricted Stock
    covered by such grant or sale that vests upon the passage of
    time will be subject to a “substantial risk of
    forfeiture” within the meaning of Section 83 of the
    Code for a period to be determined by the Board at the Date of
    Grant or upon achievement of Management Objectives referred to
    in Section 6(e) below. If the elimination of restrictions
    is based only on the passage of time rather than the achievement
    of Management Objectives, the period of time will be no shorter
    than three years, except that the restrictions may be removed no
    sooner than ratably on an annual basis during the three-year
    period as determined by the Board at the Date of Grant.

	 
	 	    (d)  
	
    Each such grant or sale will provide that during or after the
    period for which such substantial risk of forfeiture is to
    continue, the transferability of the Restricted Stock will be
    prohibited or restricted in the manner and to the extent
    prescribed by the Board at the Date of Grant (which restrictions
    may include, without limitation, rights of repurchase or first
    refusal in the Company or provisions subjecting the Restricted
    Stock to a continuing substantial risk of forfeiture in the
    hands of any transferee).

	 
	 	    (e)  
	
    Any grant of Restricted Stock may specify Management Objectives
    that, if achieved, will result in termination or early
    termination of the restrictions applicable to such Restricted
    Stock; provided, however, that restrictions relating to
    Restricted Stock that vests upon the achievement of Management
    Objectives may not terminate sooner than one year from the Date
    of Grant. Each grant may specify in respect of such Management
    Objectives a minimum acceptable level of achievement and may set
    forth a formula for determining the number of shares of
    Restricted Stock on which restrictions will terminate if
    performance is at or above the minimum level, but falls short of
    full achievement of the specified Management Objectives. The
    grant of Restricted Stock will specify that, before the
    termination or early termination of the restrictions applicable
    to such Restricted Stock, the Board must determine that the
    Management Objectives have been satisfied.

	 
	 	    (f)  
	
    Notwithstanding anything to the contrary contained in this Plan,
    any grant or sale of Restricted Stock may provide for the
    earlier lapse of the substantial risk of forfeiture for such
    Restricted Stock in the event of the retirement, death or
    disability of the Participant or a Change of Control.

	 
	 	    (g)  
	
    Any such grant or sale of Restricted Stock may require that any
    or all dividends or other distributions paid thereon during the
    period of such restrictions be automatically deferred and
    reinvested in additional shares of Restricted Stock, which may
    be subject to the same restrictions as the underlying award;
    provided, however, that dividends or other distributions on
    Restricted Stock subject to restrictions that lapse as a result
    of the achievement of Management Objectives shall be deferred
    until and paid contingent upon the achievement of the applicable
    Management Objectives.

	 
	 	    (h)  
	
    Each grant or sale of Restricted Stock will be evidenced by an
    Evidence of Award and will contain such terms and provisions,
    consistent with this Plan, as the Board may approve. Unless
    otherwise directed by the Board, (i) all certificates
    representing shares of Restricted Stock will be held in custody
    by the Company until all restrictions thereon will have lapsed,
    together with a stock power or powers executed by the
    Participant in whose name such certificates are registered,
    endorsed in blank and covering such Shares, or (ii) all
    shares of Restricted Stock shall be held at the






    

    10








 






			
	 	
	
    Company’s transfer agent in book entry form with
    appropriate restrictions relating to the transfer of such shares
    of Restricted Stock.




 



    7. Restricted Stock Units.  The
    Board may also, from time to time and upon such terms and
    conditions as it may determine, authorize the granting or sale
    of Restricted Stock Units to Participants. Each such grant or
    sale may utilize any or all of the authorizations, and will be
    subject to all of the requirements, contained in the following
    provisions:



 


			
	 	    (a)  
	
    Each such grant or sale will constitute the agreement by the
    Company to deliver shares of Common Stock or cash to the
    Participant in the future in consideration of the performance of
    services, but subject to the fulfillment of such conditions
    (which may include the achievement of Management Objectives)
    during the Restriction Period as the Board may specify. If a
    grant of Restricted Stock Units specifies that the Restriction
    Period will terminate upon the achievement of Management
    Objectives, such Restriction Period may not terminate sooner
    than one year from the Date of Grant. Each grant may specify in
    respect of such Management Objectives a minimum acceptable level
    of achievement and may set forth a formula for determining the
    number of shares of Restricted Stock Units on which restrictions
    will terminate if performance is at or above the minimum level,
    but falls short of full achievement of the specified Management
    Objectives. The grant of such Restricted Stock Units will
    specify that, before the termination or early termination of the
    restrictions applicable to such Restricted Stock Units, the
    Board must determine that the Management Objectives have been
    satisfied.

	 
	 	    (b)  
	
    Each such grant or sale may be made without additional
    consideration or in consideration of a payment by such
    Participant that is less than the Market Value Per Share at the
    Date of Grant.

	 
	 	    (c)  
	
    If the Restriction Period lapses only by the passage of time
    rather than the achievement of Management Objectives, each such
    grant or sale will be subject to a Restriction Period of not
    less than three years, except that a grant or sale may provide
    that the Restriction Period shall expire not sooner than ratably
    on an annual basis during the three-year period as determined by
    the Board at the Date of Grant.

	 
	 	    (d)  
	
    Notwithstanding anything to the contrary contained in this Plan,
    any grant or sale of Restricted Stock Units may provide for the
    earlier lapse or other modification of the Restriction Period in
    the event of the retirement, death or disability of the
    Participant or a Change of Control.

	 
	 	    (e)  
	
    During the Restriction Period, the Participant will have no
    right to transfer any rights under his or her award and will
    have no rights of ownership in the shares of Common Stock
    deliverable upon payment of the Restricted Stock Units and shall
    have no right to vote them, but the Board may at the Date of
    Grant, authorize the payment of dividend equivalents on such
    Restricted Stock Units on either a current, deferred or
    contingent basis, either in cash or in additional shares of
    Common Stock; provided, however, that dividend equivalents on
    Restricted Stock Units subject to a Restriction Period that
    lapses as a result of the achievement of Management Objectives
    shall be deferred until and paid contingent upon the achievement
    of the applicable Management Objectives.

	 
	 	    (f)  
	
    Each grant or sale will specify the time and manner of payment
    of Restricted Stock Units that have been earned. Any grant or
    sale may specify that the amount payable with respect thereto
    may be paid by the Company in cash, in shares of Common Stock or
    in any combination thereof and may either grant to the
    Participant or retain in the Board the right to elect among
    those alternatives.

	 
	 	    (g)  
	
    Each grant or sale of Restricted Stock Units will be evidenced
    by an Evidence of Award and will contain such terms and
    provisions, consistent with this Plan, as the Board may approve.






    

    11








 






 



    8. Performance Shares and Performance
    Units.  The Board may also, from time to time
    and upon such terms and conditions as it may determine,
    authorize the granting of Performance Shares and Performance
    Units that will become payable to a Participant upon achievement
    of specified Management Objectives during the Performance
    Period. Each such grant may utilize any or all of the
    authorizations, and will be subject to all of the requirements,
    contained in the following provisions:



 


			
	 	    (a)  
	
    Each grant will specify the number of Performance Shares or
    Performance Units to which it pertains, which number may be
    subject to adjustment to reflect changes in compensation or
    other factors; provided, however, that no such adjustment will
    be made in the case of a Qualified Performance-Based Award
    (other than in connection with the death or disability of the
    Participant or a Change of Control) where such action would
    result in the loss of the otherwise available exemption of the
    award under Section 162(m) of the Code.

	 
	 	    (b)  
	
    The Performance Period with respect to each Performance Share or
    Performance Unit will be such period of time (not less than one
    year), commencing with the Date of Grant as will be determined
    by the Board at the time of grant which may be subject to
    earlier lapse or other modification in the event of the
    retirement, death or disability of the Participant or a Change
    of Control.

	 
	 	    (c)  
	
    Any grant of Performance Shares or Performance Units will
    specify Management Objectives which, if achieved, will result in
    payment or early payment of the award, and each grant may
    specify in respect of such specified Management Objectives a
    minimum acceptable level or levels of achievement and will set
    forth a formula for determining the number of Performance Shares
    or Performance Units that will be earned if performance is at or
    above the level(s), but falls short of full achievement of the
    specified Management Objectives. The grant of Performance Shares
    or Performance Units will specify that, before the Performance
    Shares or Performance Units will be earned and paid, the
    Board must determine that the Management Objectives have been
    satisfied.

	 
	 	    (d)  
	
    Each grant will specify the time and manner of payment of
    Performance Shares or Performance Units that have been earned.
    Any grant may specify that the amount payable with respect
    thereto may be paid by the Company in cash, in shares of Common
    Stock or in any combination thereof and may either grant to the
    Participant or retain in the Board the right to elect among
    those alternatives.

	 
	 	    (e)  
	
    Any grant of Performance Shares may specify that the amount
    payable with respect thereto may not exceed a maximum specified
    by the Board at the Date of Grant. Any grant of Performance
    Units may specify that the amount payable or the number of
    shares of Common Stock issued with respect thereto may not
    exceed maximums specified by the Board at the Date of Grant.

	 
	 	    (f)  
	
    The Board may at the Date of Grant of Performance Shares,
    provide for the payment of dividend equivalents to the holder
    thereof, either in cash or in additional shares of Common Stock,
    on a deferred basis contingent upon the achievement of the
    applicable Management Objectives.

	 
	 	    (g)  
	
    Each grant of Performance Shares or Performance Units will be
    evidenced by an Evidence of Award and will contain such other
    terms and provisions, consistent with this Plan, as the Board
    may approve.




 



    9. Other Awards.



 


			
	 	    (a)  
	
    The Board may, subject to limitations under applicable law,
    grant to any Participant such other awards that may be
    denominated or payable in, valued in whole or in part by
    reference to, or otherwise based on, or related to, shares of
    Common Stock or factors that may influence the value of such
    shares, including, without limitation, convertible or
    exchangeable debt securities, other rights convertible or
    exchangeable into shares of







    

    12








 






			
	 	
	
    Common Stock, purchase rights for shares of Common Stock, awards
    with value and payment contingent upon performance of the
    Company or specified Subsidiaries, affiliates or other business
    units thereof or any other factors designated by the Board, and
    awards valued by reference to the book value of shares of Common
    Stock or the value of securities of, or the performance of
    specified Subsidiaries or affiliates or other business units of
    the Company. The Board shall determine the terms and conditions
    of such awards. Shares of Common Stock delivered pursuant to an
    award in the nature of a purchase right granted under this
    Section 9 shall be purchased for such consideration, paid
    for at such time, by such methods, and in such forms, including,
    without limitation, cash, shares of Common Stock, other awards,
    notes or other property, as the Board shall determine.




 


			
	 	    (b)  
	
    Cash awards, as an element of or supplement to any other award
    granted under this Plan, may also be granted pursuant to this
    Section 9 of this Plan.

	 
	 	    (c)  
	
    The Board may grant shares of Common Stock as a bonus, or may
    grant other awards in lieu of obligations of the Company or a
    Subsidiary to pay cash or deliver other property under this Plan
    or under other plans or compensatory arrangements, subject to
    such terms as shall be determined by the Board in a manner that
    complies with Section 409A of the Code.

	 
	 	    (d)  
	
    If the earning or vesting of, or elimination of restrictions
    applicable to, Other Awards is based only on the passage of time
    rather than the achievement of Management Objectives, the period
    of time shall be no shorter than three years, except that the
    restrictions may be removed no sooner than ratably on an annual
    basis during the three-year period as determined by the Board at
    the Date of Grant. If the earning or vesting of, or elimination
    of restrictions applicable to, Other Awards is based on the
    achievement of Management Objectives, the earning, vesting or
    restriction period may not terminate sooner than one year from
    the Date of Grant.




 



    10. Administration of this Plan.



 


			
	 	    (a)  
	
    This Plan will be administered by the Board, which may from time
    to time delegate all or any part of its authority under this
    Plan to the Compensation and Management Development Committee or
    any other committee of the Board (or a subcommittee thereof), as
    constituted from time to time. To the extent of any such
    delegation, references in this Plan to the Board will be deemed
    to be references to such committee or subcommittee.

	 
	 	    (b)  
	
    The interpretation and construction by the Board of any
    provision of this Plan or of any agreement, notification or
    document evidencing the grant of Option Rights, Appreciation
    Rights, Restricted Stock, Restricted Stock Units, Performance
    Shares, Performance Units or Other Awards and any determination
    by the Board pursuant to any provision of this Plan or of any
    such agreement, notification or document will be final and
    conclusive.

	 
	 	    (c)  
	
    To the extent permitted by Ohio law, the Board may, from time to
    time, delegate to one or more officers of the Company the
    authority of the Board to grant and determine the terms and
    conditions of awards granted under this Plan. In no event shall
    any such delegation of authority be permitted with respect to
    awards to any executive officer or any person subject to
    Section 162(m) of the Code or who is an officer, director
    or more than 10% beneficial owner of any class of the
    Company’s equity securities that is registered pursuant to
    Section 12 of the Exchange Act, as determined by the Board
    in accordance with Section 16 of the Exchange Act.




 



    11. Adjustments.  The Board shall
    make or provide for such adjustments in the numbers of shares of
    Common Stock covered by outstanding Option Rights, Appreciation
    Rights, Restricted Stock Units, Performance Shares, Performance
    Units and, if applicable, in the number of shares of Common
    Stock covered by outstanding Other Awards granted hereunder, in
    the Option Price and Base Price






    

    13








 







    provided in outstanding Appreciation Rights, and in the kind of
    shares covered thereby, as the Board, in its sole discretion,
    may determine is equitably required to prevent dilution or
    enlargement of the rights of Participants or Optionees that
    otherwise would result from (a) any stock dividend, stock
    split, combination of shares, recapitalization or other change
    in the capital structure of the Company, or (b) any merger,
    consolidation, spin-off, split- off, spin-out,
    split-up,
    reorganization, partial or complete liquidation or other
    distribution of assets, issuance of rights or warrants to
    purchase securities, or (c) any other corporate transaction
    or event having an effect similar to any of the foregoing.
    Moreover, in the event of any such transaction or event, the
    Board, in its discretion, may provide in substitution for any or
    all outstanding awards under this Plan such alternative
    consideration (including cash), if any, as it may determine to
    be equitable in the circumstances and may require in connection
    therewith the surrender of all awards so replaced in a manner
    that complies with Section 409A of the Code. In addition,
    for each Option Right or Appreciation Right with an Option Price
    or Base Price greater than the consideration offered in
    connection with any such transaction or event or change of
    control, the Board may in its sole discretion elect to cancel
    such Option Right or Appreciation Right without any payment to
    the person holding such Option Right or Appreciation Right. The
    Board shall also make or provide for such adjustments in the
    numbers of shares specified in Section 3 of this Plan as
    the Board in its sole discretion may determine is appropriate to
    reflect any transaction or event described in this
    Section 11; provided, however, that any such adjustment to
    the number specified in Section 3(b)(i) will be made only
    if and to the extent that such adjustment would not cause any
    option intended to qualify as an Incentive Stock Option to fail
    to so qualify.



 



    12. Change of Control. Notwithstanding anything to
    the contrary in this Plan, the following provisions shall apply
    in connection with a Change of Control:



 


			
	 	    (a)  
	
    Awards Assumed by Successor




 


			
	 	    (i)  
	
    Upon the occurrence of a Change of Control, any awards made
    under this Plan that are Assumed (as defined in
    Section 12(a)(v) below) by the entity effecting the Change
    of Control shall continue to vest and become exercisable in
    accordance with the terms of the original grant unless, during
    the three-year period commencing on the date of the Change of
    Control (“Post-CIC Period”):




 


			
	 	    (A)  
	
    the Participant is involuntarily terminated for reasons other
    than for Cause (as defined in Section 12(a)(iii)
    below); or

	 
	 	    (B)  
	
    the Participant terminates his or her employment for Good Reason
    (as defined in Section 12(a)(iv) below).




 


			
	 	    (ii) 
	
    If a Participant’s employment is terminated as described in
    Section 12(a)(i) above, any outstanding Option Rights and
    Appreciation Rights shall become fully vested and exercisable,
    any restrictions that apply to awards made pursuant to this Plan
    shall lapse, and awards made pursuant to this Plan that are
    subject to Management Objectives shall immediately be earned or
    vest and shall become immediately payable in accordance with
    their terms as if 100% of the Management Objectives have been
    achieved, on the date of termination; provided, that any
    Participant who terminates his or her employment for Good Reason
    must:




 


			
	 	    (A)  
	
    provide the Company with a written notice of his her or her
    intent to terminate employment for Good Reason within
    60 days after the Participant becomes aware of the
    circumstances giving rise to Good Reason; and

	 
	 	    (B)  
	
    allow the Company thirty days to remedy such circumstances to
    the extent curable.






    

    14








 






 


			
	 	    (iii) 
	
    Solely for purposes of this Section 12(a),
    “Cause” shall mean that the Participant shall have:




 


			
	 	    (A)  
	
    been convicted of a criminal violation involving, in each case,
    fraud, embezzlement or theft in connection with
    Participant’s duties or in the course of Participant’s
    employment with Company or any subsidiary;

	 
	 	    (B)  
	
    committed intentional wrongful damage to property of Company or
    any Subsidiary; or

	 
	 	    (C)  
	
    committed intentional wrongful disclosure of secret processes or
    confidential information of Company or any Subsidiary;




 



    and any such act shall have been demonstrably and materially
    harmful to Company. For purposes of this Plan, no act or failure
    to act on the part of Participant will be deemed
    “intentional” if it was due primarily to an error in
    judgment or negligence, but will be deemed
    “intentional” only if done or omitted to be done by
    Participant not in good faith and without reasonable belief that
    Participant’s action or omission was in the best interest
    of Company.



 


			
	 	    (iv) 
	
    Solely for purposes of this Section 12(a), “Good
    Reason” shall mean the occurrence, during the Post-CIC
    Period, of any of the following events without the
    Participant’s written consent:




 


			
	 	    (A)  
	
    failure to elect or reelect or otherwise to maintain Participant
    in the office or the position, or a substantially equivalent or
    better office or position, of or with Company
    and/or a
    Subsidiary (or any successor thereto by operation of law or
    otherwise), as the case may be, which Participant held
    immediately prior to a Change in Control, or the removal of
    Participant as a Director of Company
    and/or a
    Subsidiary (or any successor thereto) if Participant shall have
    been a Director of Company
    and/or a
    Subsidiary immediately prior to the Change in Control;

	 
	 	    (B)  
	
    failure of Company to remedy any of the following within 10
    calendar days after receipt by Company of written notice thereof
    from Participant: 1) a significant adverse change in the
    nature or scope of the authorities, powers, functions,
    responsibilities or duties attached to the position with Company
    and any Subsidiary which Participant held immediately prior to
    the Change in Control, 2) a reduction in Participant’s
    Base Pay received from Company and any Subsidiary; 3) a
    reduction in Participant’s Incentive Pay opportunity as
    compared with the Incentive Pay opportunity most recently paid
    prior to the Change in Control, or 4) the termination or
    denial of Participant’s rights to Employee Benefits or a
    reduction in the scope or value thereof;

	 
	 	    (C)  
	
    the liquidation, dissolution, merger, consolidation or
    reorganization of Company or the transfer of all or
    substantially all of its business
    and/or
    assets, unless the successor (by liquidation, merger,
    consolidation, reorganization, transfer or otherwise) to which
    all or substantially all of its business
    and/or
    assets have been transferred (by operation of law or otherwise)
    assumed all duties and obligation of Company under; or




 


			
	 	    (D)  
	
    Company requires Participant to have Participant’s
    principal location of work changed to any location that is in
    excess of 30 miles from the location thereof immediately
    prior to the Change in Control, or requires Participant to
    travel away from Participant’s office in the course of
    discharging Participant’s responsibilities or duties
    hereunder at least







    

    15








 






			
	 	
	
    20% more (in terms of aggregate days in any calendar year or in
    any calendar quarter when annualized for purposes of comparison
    to any prior year) than was required of Participant in any of
    the three full years immediately prior to the Change in Control.




 


			
	 	    (E)  
	
    Definitions. As used in this Section 12(a),




 


			
	 	    1)  
	
    “Base Pay” means Participant’s annual base
    salary rate as in effect from time to time.

	 
	 	    2)  
	
    “Incentive Pay” means an annual bonus,
    incentive or other payment of compensation, in addition to Base
    Pay, made or to be made in regard to services rendered in any
    year pursuant to any bonus, incentive, profit-sharing,
    performance, discretionary pay or similar agreement, policy,
    plan, program or arrangement (whether or not funded) of Company
    or a Subsidiary, or any successor thereto. “Incentive
    Pay” does not include any stock option, stock appreciation,
    stock purchase, restricted stock, private equity, long-term
    incentive or similar plan, program, arrangement or grant,
    whether or not provided under a plan, program or arrangement
    described in the preceding sentence.

	 
	 	    3)  
	
    “Employee Benefits” means the perquisites,
    benefits and service credit for benefits as provided under any
    and all employee retirement income and welfare benefit policies,
    plans, programs or arrangements in which Participant is entitled
    to participate, including without limitation any stock option,
    performance share, performance unit, stock purchase, stock
    appreciation, savings, pension, supplemental executive
    retirement, or other retirement income or welfare benefit,
    deferred compensation, incentive compensation, group or other
    life, health, medical/hospital or other insurance (whether
    funded by actual insurance or self-insured by Company or a
    Subsidiary), disability, salary continuation, expense
    reimbursement and other employee benefit policies, plans,
    programs or arrangements that may now exist or any equivalent
    successor policies, plans, programs or arrangements that may be
    adopted hereafter by Company or a Subsidiary, providing benefits
    and service credit for benefits at least as great in the
    aggregate as are payable thereunder immediately prior to a
    Change in Control.




 


			
	 	    (v)  
	
    For purposes of this Section 12(a), an award shall be
    considered assumed (“Assumed”) if each of the
    following conditions are met:




 


			
	 	    (A)  
	
    Option Rights, Appreciation Rights and Other Awards (to the
    extent such Other Awards are payable in cash and not subject to
    Management Objectives) are converted into replacement awards in
    a manner that complies with Section 409A of the Code;

	 
	 	    (B)  
	
    Restricted Stock Unit and Restricted Stock awards that are not
    subject to Management Objectives are converted into replacement
    awards covering a number of shares of the entity effecting the
    Change of Control (or a successor or parent corporation), as
    determined in a manner substantially similar to the treatment of
    an equal number of shares of Common Stock covered by the awards;
    provided, that to the extent that any portion of the
    consideration received by holders of shares of Common Stock in
    the Change Control transaction is not in the






    

    16








 






			
	 	
	
    form of the common stock of such entity (or a successor or
    parent corporation), the number of shares covered by the
    replacement awards shall be based on the average of the high and
    low selling prices of the common stock of such entity (or a
    successor or parent corporation) on the established stock
    exchange on the trading day immediately preceding the date of
    the Change of Control;




 


			
	 	    (C)  
	
    Performance Shares, Performance Units and all other awards
    subject to Management Objectives are converted into replacement
    awards that preserve the value of such awards at the time of the
    Change of Control;




 


			
	 	    (D)  
	
    the replacement awards contain provisions for scheduled vesting
    and treatment on termination of employment (including the
    definition of Cause and Good Reason) that are no less favorable
    to the Participant than the underlying awards being replaced,
    and all other terms of the replacement awards (other than the
    security and number of shares represented by the replacement
    awards) are substantially similar to, or more favorable to the
    Participant than, the terms of the underlying awards; and




 


			
	 	    (E)  
	
    the security represented by the replacement awards, if any, is
    of a class that is publicly held and widely traded on an
    established stock exchange.




 


			
	 	    (b)  
	
    Awards Not Assumed by Successor




 


			
	 	    (i)  
	
    Upon the occurrence of a Change of Control, any awards made
    under this Plan that are not Assumed by the entity effecting the
    Change of Control shall become fully vested and exercisable on
    the date of the Change of Control or shall immediately vest and
    become immediately payable in accordance with their terms as if
    100% of the applicable Management Objectives have been achieved,
    and any restrictions that apply to such awards shall lapse.

	 
	 	    (ii) 
	
    For each Option Right and Appreciation Right, the Participant
    shall receive a payment equal to the difference between the
    consideration (consisting of cash or other property (including
    securities of a successor or parent corporation)) received by
    holders of Common Stock in the Change of Control transaction and
    the exercise price of the applicable Option Right or
    Appreciation Right, if such difference is positive. Such payment
    shall be made in the same form as the consideration received by
    holders of Common Stock. Any Option Rights or Appreciation
    Rights with an exercise price that is higher than the per share
    consideration received by holders of Common Stock in connection
    with the Change of Control shall be cancelled for no additional
    consideration.

	 
	 	    (iii) 
	
    The Participant shall receive the consideration (consisting of
    cash or other property (including securities of a successor or
    parent corporation)) that such Participant would have received
    in the Change of Control transaction had he or she been,
    immediately prior to such transaction, a holder of the number of
    shares of Common Stock equal to the number of Restricted Stock
    Units and/or
    shares of Restricted Stock covered by the award and the number
    of shares of Common Stock payable under Section 12(b)(i)
    for awards subject to Management Objectives.

	 
	 	    (iv) 
	
    The payments contemplated by Sections 12(b)(ii) and
    12(b)(iii) shall be made at the same time as consideration is
    paid to the holders of the Common Stock in connection with the
    Change of Control.






    

    17








 






 


			
	 	    (v)  
	
    Notwithstanding anything to the contrary in this Plan, if the
    Change of Control does not constitute a 409A Change of Control
    and the payment or benefit constitutes a deferral of
    compensation under Section 409A of the Code, then to the
    extent necessary to comply with Section 409A of the Code
    payment or delivery shall be made on the date of payment or
    delivery originally provided for such payment or benefit.




 



    13. Recapture Provisions.  Any
    Evidence of Award may provide for the cancellation or forfeiture
    of an award or the forfeiture and repayment to the Company of
    any gain related to an award, or other provisions intended to
    have a similar effect, upon such terms and conditions as may be
    determined by the Board in accordance with the Company’s
    Executive Adjustment and Recapture Policy, as may be amended
    from time to time, any successor policy or otherwise.



 



    14. Non U.S. Participants.  In
    order to facilitate the making of any grant or combination of
    grants under this Plan, the Board may provide for such special
    terms for awards to Participants who are foreign nationals or
    who are employed by the Company or any Subsidiary outside of the
    United States of America or who provide services to the
    Company under an agreement with a foreign nation or agency, as
    the Board may consider necessary or appropriate to accommodate
    differences in local law, tax policy or custom. Moreover, the
    Board may approve such supplements to or amendments,
    restatements or alternative versions of this Plan (including,
    without limitation,
    sub-plans)
    as it may consider necessary or appropriate for such purposes,
    without thereby affecting the terms of this Plan as in effect
    for any other purpose, and the Secretary or other appropriate
    officer of the Company may certify any such document as having
    been approved and adopted in the same manner as this Plan. No
    such special terms, supplements, amendments or restatements,
    however, will include any provisions that are inconsistent with
    the terms of this Plan as then in effect unless this Plan could
    have been amended to eliminate such inconsistency without
    further approval by the shareholders of the Company.



 



    15. Transferability.



 


			
	 	    (a)  
	
    No Option Right or Appreciation Right granted under this Plan
    shall be transferable by the Participant except by will or the
    laws of descent and distribution, and in no event shall any
    award granted under this Plan be transferred for value. Except
    as otherwise determined by the Board, Option Rights and
    Appreciation Rights will be exercisable during the
    Participant’s lifetime only by him or her or, in the event
    of the Participant’s legal incapacity to do so, by his or
    her guardian or legal representative acting on behalf of the
    Participant in a fiduciary capacity under state law
    and/or court supervision.

	 
	 	    (b)  
	
    The Board may specify at the Date of Grant that part or all of
    the shares of Common Stock that are (i) to be issued or
    transferred by the Company upon the exercise of Option Rights or
    Appreciation Rights, upon the termination of the Restriction
    Period applicable to Restricted Stock Units or upon payment
    under any grant of Performance Shares, Performance Units or
    Other Awards or (ii) no longer subject to the substantial
    risk of forfeiture and restrictions on transfer referred to in
    Section 6 of this Plan, will be subject to further
    restrictions on transfer.




 



    16. Withholding Taxes.  To the
    extent that the Company is required to withhold federal, state,
    local or foreign taxes in connection with any payment made or
    benefit realized by a Participant or other person under this
    Plan, and the amounts available to the Company for such
    withholding are insufficient, it will be a condition to the
    receipt of such payment or the realization of such benefit that
    the Participant or such other person make arrangements
    satisfactory to the Company for payment of the balance of such
    taxes required to be withheld, which arrangements (in the
    discretion of the Board) may include relinquishment of a portion
    of such benefit. If a Participant’s benefit is to be
    received in the form of Common Stock, and such Participant fails
    to make arrangements for the payment of tax, the Company shall
    withhold such shares of Common Stock having a value equal to the
    amount required to be withheld. Notwithstanding the foregoing,
    unless otherwise provided by the






    

    18








 







    Board, when a Participant is required to pay the Company an
    amount required to be withheld under applicable income and
    employment tax laws, the Participant may elect to satisfy the
    obligation, in whole or in part, by electing to have withheld,
    from the shares required to be delivered to the Participant,
    shares of Common Stock having a value equal to the amount
    required to be withheld (except in the case of Restricted Stock
    where an election under Section 83(b) of the Code has been
    made), or by delivering to the Company other shares of Common
    Stock held by such Participant. The shares used for tax
    withholding will be valued at an amount equal to the Market
    Value Per Share of such Common Stock on the date the benefit is
    to be included in Participant’s income. In no event shall
    the Market Value Per Share of the shares of Common Stock to be
    withheld
    and/or
    delivered pursuant to this Section to satisfy applicable
    withholding taxes in connection with the benefit exceed the
    minimum amount of taxes required to be withheld. Participants
    shall also make such arrangements as the Company may require for
    the payment of any withholding tax obligation that may arise in
    connection with the disposition of shares of Common Stock
    acquired upon the exercise of Option Rights.



 



    17. Compliance with Section 409A of the
    Code.



 


			
	 	    (a)  
	
    To the extent applicable, it is intended that this Plan and any
    grants made hereunder comply with the provisions of
    Section 409A of the Code, so that the income inclusion
    provisions of Section 409A(a)(1) of the Code do not apply
    to the Participants. This Plan and any grants made hereunder
    shall be administered in a manner consistent with this intent.
    Any reference in this Plan to Section 409A of the Code will
    also include any regulations or any other formal guidance
    promulgated with respect to such Section by the
    U.S. Department of the Treasury or the Internal Revenue
    Service.

	 
	 	    (b)  
	
    Neither a Participant nor any of a Participant’s creditors
    or beneficiaries shall have the right to subject any deferred
    compensation (within the meaning of Section 409A of the
    Code) payable under this Plan and grants of deferred
    compensation hereunder to any anticipation, alienation, sale,
    transfer, assignment, pledge, encumbrance, attachment or
    garnishment. Except as permitted under Section 409A of the
    Code, any deferred compensation (within the meaning of
    Section 409A of the Code) payable to a Participant or for a
    Participant’s benefit under this Plan and grants of
    deferred compensation hereunder may not be reduced by, or offset
    against, any amount owing by a Participant to the Company or any
    of its affiliates.

	 
	 	    (c)  
	
    If, at the time of a Participant’s separation from service
    (within the meaning of Section 409A of the Code),
    (i) the Participant shall be a specified employee (within
    the meaning of Section 409A of the Code and using the
    identification methodology selected by the Company from time to
    time) and (ii) the Company shall make a good faith
    determination that an amount payable hereunder constitutes
    deferred compensation (within the meaning of Section 409A
    of the Code) the payment of which is required to be delayed
    pursuant to the six-month delay rule set forth in
    Section 409A of the Code in order to avoid taxes or
    penalties under Section 409A of the Code, then the Company
    shall not pay such amount on the otherwise scheduled payment
    date but shall instead pay it, without interest, on the first
    business day of the month after such six-month period.

	 
	 	    (d)  
	
    For purposes of the Plan and its underlying agreements, a
    “409A Change in Control” means the date on which any
    one of the following occurs: (i) any one person, or more
    than one person acting as a group (as determined under Code
    Section 409A and the regulations promulgated thereunder),
    acquires (or has acquired during the twelve (12) month
    period ending on the date of the most recent acquisition by such
    person or persons) ownership of stock of the Company possessing
    30% or more of the total voting power of the stock of the
    Company; or (ii) a majority of the members of the Board is
    replaced during any
    12-month
    period by directors whose appointment or election is not






    

    19








 






			
	 	
	
    endorsed by a majority of the members of the Board before the
    date of such appointment or election; or (iii) any one
    person, or more than one person acting as a group (as determined
    under Code Section 409A and the regulations promulgate
    thereunder), acquires ownership of stock of the Company that,
    together with stock held by such person or group, constitutes
    more than 50% of the total fair market value or total voting
    power of the stock of the Company; or (iv) any one person,
    or more than one person acting as a group (as determined under
    Code Section 409A and the regulation thereunder), acquires
    (or has acquired during the twelve (12) month period ending
    on the date of the most recent acquisition by such person or
    persons) assets from the Company that have a total gross fair
    market value equal to or more than 40% of the total gross fair
    market value of all of the assets of the Company before such
    acquisition or acquisitions. For this purpose, “gross fair
    market value” means the value of the assets of the Company,
    or the value of the assets being disposed of, determined without
    regard to any liabilities associated with such assets.




 


			
	 	    (e)  
	
    Notwithstanding any provision of this Plan and grants hereunder
    to the contrary, in light of the uncertainty with respect to the
    proper application of Section 409A of the Code, the Company
    reserves the right to make amendments to this Plan and grants
    hereunder as the Company deems necessary or desirable to avoid
    the imposition of taxes or penalties under Section 409A of
    the Code. In any case, a Participant shall be solely responsible
    and liable for the satisfaction of all taxes and penalties that
    may be imposed on a Participant or for a Participant’s
    account in connection with this Plan and grants hereunder
    (including any taxes and penalties under Section 409A of
    the Code), and neither the Company nor any of its affiliates
    shall have any obligation to indemnify or otherwise hold a
    Participant harmless from any or all of such taxes or penalties.




 



    18. Additional Restrictions with Respect to Qualified
    Performance-Based Awards.



 


			
	 	    (a)  
	
    Qualified Performance-Based Awards shall be granted by a
    committee, which may be the Compensation and Management
    Development Committee or any other committee of the Board (or a
    subcommittee thereof), provided that such committee consists
    solely of two or more “outside directors” within the
    meaning of Section 162(m) of the Code.

	 
	 	    (b)  
	
    To the extent that a Qualified Performance-Based Award shall be
    based on achievement of Management Objectives, the committee
    shall establish and approve the Management Objectives in writing
    prior to the latest possible date, but in no event more than
    90 days after the commencement of services to which the
    Management Objectives relates, that will not jeopardize the
    award as qualifying as “qualified performance-based
    compensation” under Section 162(m) of the Code.

	 
	 	    (c)  
	
    Other than in connection with the Participant’s death or
    disability, or a Change in Control, the terms of a Qualified
    Performance-Based Award may not be amended where such action
    would result in the loss of the otherwise available exemption of
    the award under Section 162(m) of the Code.

	 
	 	    (d)  
	
    In no event shall a Participant’s Qualified
    Performance-Based Awards exceed the Individual Participant
    Limits described in Section 3(c).

	 
	 	    (e)  
	
    Qualified Performance-Based Awards are intended to satisfy the
    requirements for “qualified performance-based
    compensation” under Section 162(m) of the Code and the
    terms relating to such awards are to be interpreted and operated
    accordingly.




 



    19. Effective Date.  The
    Sherwin-Williams Company 2006 Equity and Performance Incentive
    Plan first became effective on April 20, 2006, the date
    immediately following the date it was approved by shareholders.
    No grants have been or are permitted under The Sherwin-Williams
    Company 2003 Stock Plan on or after April 20, 2006. This
    Plan shall be effective as of the Effective Date.





    

    20








 







    20. Amendments.



 


			
	 	    (a)  
	
    The Board may at any time and from time to time amend this Plan
    in whole or in part; provided, however, that if an amendment to
    this Plan (i) would materially increase the benefits
    accruing to Participants under this Plan, (ii) would
    materially increase the number of securities which may be issued
    under this Plan, (iii) would materially modify the
    requirements for participation in this Plan or (iv) must
    otherwise be approved by the shareholders of the Company in
    order to comply with applicable law or the rules of the New York
    Stock Exchange or, if the shares of Common Stock are not traded
    on the New York Stock Exchange, the principal national
    securities exchange upon which the shares of Common Stock are
    traded or quoted, then, such amendment will be subject to
    shareholder approval and will not be effective unless and until
    such approval has been obtained.

	 
	 	    (b)  
	
    Except in connection with a corporate transaction or event
    described in Section 11 of this Plan, the terms of
    outstanding awards may not be amended to reduce the Option Price
    of outstanding Option Rights or the Base Price of outstanding
    Appreciation Rights, or cancel outstanding Option Rights or
    Appreciation Rights in exchange for cash, other awards or Option
    Rights or Appreciation Rights with an Option Price or Base
    Price, as applicable, that is less than the Option Price of the
    original Option Rights or Base Price of the original
    Appreciation Rights, as applicable, without shareholder
    approval. This Section 20(b) is intended to prohibit the
    repricing of “underwater” Option Rights and
    Appreciation Rights and will not be construed to prohibit the
    adjustments provided for in Section 11 of this Plan.
    Notwithstanding any provision of this Plan to the contrary, this
    Section 20(b) may not be amended without shareholder
    approval.

	 
	 	    (c)  
	
    If permitted by Section 409A of the Code, but subject to
    the paragraph that follows, in case of termination of employment
    by reason of death, disability or normal or early retirement of
    a Participant who holds an Option Right or Appreciation Right
    not immediately exercisable in full, or any shares of Restricted
    Stock as to which the substantial risk of forfeiture or the
    prohibition or restriction on transfer has not lapsed, or any
    Restricted Stock Units as to which the Restriction Period has
    not been completed, or any Performance Shares or Performance
    Units which have not been fully earned, or any Other Awards that
    have not been fully earned or that are subject to any vesting
    schedule or transfer restriction, or who holds shares of Common
    Stock subject to any transfer restriction imposed pursuant to
    Section 15 of this Plan, or in the case of a Change of
    Control, the Board may, in its sole discretion, accelerate the
    time at which such Option Right, Appreciation Right or other
    award may be exercised or the time at which such substantial
    risk of forfeiture or prohibition or restriction on transfer
    will lapse or the time when such Restriction Period will end or
    the time at which such Performance Shares or Performance Units
    will be deemed to have been fully earned or the time when such
    Other Awards shall be deemed to have been fully earned or vested
    or that such transfer restriction will terminate or may waive
    any other limitation or requirement under any such award.




 


			
	 	      
	
    Subject to Section 17(b) hereof, the Board may amend the
    terms of any award theretofore granted under this Plan
    prospectively or retroactively, except in the case of a
    Qualified Performance-Based Award (other than in connection with
    the Participant’s death or disability, or a Change of
    Control) where such action would result in the loss of the
    otherwise available exemption of the award under
    Section 162(m) of the Code. In such case, the Board will
    not make any modification of the Management Objectives or the
    level or levels of achievement with respect to such Qualified
    Performance-Based Award. Subject to Section 11 above, no
    such amendment shall impair the rights of any Participant
    without his or her consent. The Board may, in its discretion,
    terminate this







    

    21








 






			
	 	
	
    Plan at any time. Termination of this Plan will not affect the
    rights of Participants or their successors under any awards
    outstanding hereunder and not exercised in full on the date of
    termination.




 



    21. Termination.  No grant will be
    made under this Plan after April 20, 2020 (more than
    10 years after the date on which this Plan is approved by
    the shareholders of the Company), but all grants made on or
    prior to such date will continue in effect thereafter subject to
    the terms thereof and of this Plan.



 



    22. Governing Law.  This Plan and
    all grants and awards and actions taken thereunder shall be
    governed by and construed in accordance with the internal
    substantive laws of the State of Ohio.



 



    23. Miscellaneous Provisions.



 


			
	 	    (a)  
	
    The Company will not be required to issue any fractional shares
    of Common Stock pursuant to this Plan. The Board may provide for
    the elimination of fractions or for the settlement of fractions
    in cash.

	 
	 	    (b)  
	
    This Plan will not confer upon any Participant any right with
    respect to continuance of employment or other service with the
    Company or any Subsidiary, nor will it interfere in any way with
    any right the Company or any Subsidiary would otherwise have to
    terminate such Participant’s employment or other service at
    any time.

	 
	 	    (c)  
	
    To the extent that any provision of this Plan would prevent any
    Option Right that was intended to qualify as an Incentive Stock
    Option from qualifying as such, that provision will be null and
    void with respect to such Option Right. Such provision, however,
    will remain in effect for other Option Rights and there will be
    no further effect on any provision of this Plan.

	 
	 	    (d)  
	
    No award under this Plan may be exercised by the holder thereof
    if such exercise, and the receipt of cash or stock thereunder,
    would be, in the opinion of counsel selected by the Board,
    contrary to law or the regulations of any duly constituted
    authority having jurisdiction over this Plan.

	 
	 	    (e)  
	
    Absence on leave approved by a duly constituted officer of the
    Company or any of its Subsidiaries shall not be considered
    interruption or termination of service of any employee for any
    purposes of this Plan or awards granted hereunder.

	 
	 	    (f)  
	
    No Participant shall have any rights as a stockholder with
    respect to any shares subject to awards granted to him or her
    under this Plan prior to the date as of which he or she is
    actually recorded as the holder of such shares upon the stock
    records of the Company.

	 
	 	    (g)  
	
    The Board may condition the grant of any award or combination of
    awards authorized under this Plan on the surrender or deferral
    by the Participant of his or her right to receive a cash bonus
    or other compensation otherwise payable by the Company or a
    Subsidiary to the Participant.

	 
	 	    (h)  
	
    Participants shall provide the Company with a written election
    form setting forth the name and contact information of the
    person who will have beneficial ownership rights upon the death
    of the Participant.

	 
	 	    (i)  
	
    If any provision of this Plan is or becomes invalid, illegal or
    unenforceable in any jurisdiction, or would disqualify this Plan
    or any award under any law deemed applicable by the Board, such
    provision shall be construed or deemed amended or limited in
    scope to conform to applicable laws or, in the discretion of the
    Board, it shall be stricken and the remainder of this Plan shall
    remain in full force and effect.






    

    22