exv10w1









    Exhibit
    10.1



 




 




    PLATINUM
    UNDERWRITERS HOLDINGS, LTD.

    



 




    2010
    SHARE INCENTIVE PLAN



 


		
	    1.  	
    PURPOSE OF THE PLAN




 



    The purpose of this Platinum Underwriters Holdings, Ltd. 2010
    Share Incentive Plan is to advance the interests of the Company
    and its shareholders by attracting, retaining and motivating key
    personnel upon whose judgment, initiative and effort the
    successful conduct of the Company’s operations is largely
    dependent. The Plan is also intended to further align the
    interests of employees, officers and directors with those of the
    shareholders by promoting the ownership of Common Shares by
    these individuals. The Plan shall become effective following the
    approval of the Company’s shareholders at its 2010 annual
    meeting of shareholders. Upon approval of the Plan by the
    shareholders of the Company, no further grants may be made under
    the Company’s 2006 Share Incentive Plan, provided that
    awards previously made under the 2006 Share Incentive Plan shall
    remain outstanding in accordance with their terms.



 


		
	    2.  	
    DEFINITIONS




 



    Wherever the following capitalized terms are used in this Plan,
    they shall have the meanings specified below:



 


			
	 	    (a) 
	
    “Award” means an award of an Option, Share
    Appreciation Right, Restricted Share Award or Share Unit Award
    granted under the Plan.

	 
	 	    (b) 
	
    “Award Agreement” means a written or electronic
    agreement entered into between the Company and a Participant
    setting forth the terms and conditions of an Award granted to a
    Participant.

	 
	 	    (c) 
	
    “Board” means the Board of Directors of the
    Company.

	 
	 	    (d) 
	
    “Change in Control” shall have the meaning
    specified in Section 10.2 hereof.

	 
	 	    (e) 
	
    “Code” means the Internal Revenue Code of 1986,
    as amended.

	 
	 	    (f) 
	
    “Committee” means the Compensation Committee of
    the Board or any other committee of the Board appointed by the
    Board to administer the Plan from time to time.

	 
	 	    (g) 
	
    “Common Shares” means the common shares of the
    Company, par value $0.01 per share.

	 
	 	    (h) 
	
    “Company” means Platinum Underwriters Holdings,
    Ltd., a Bermuda company.

	 
	 	    (i) 
	
    “Date of Grant” means the date on which an
    Award under the Plan is made by the Committee, or such later
    date as the Committee may specify to be the effective date of
    the Award.

	 
	 	    (j) 
	
    “Disability” means a Participant being
    considered “disabled” within the meaning of
    Section 409A(a)(2)(C) of the Code, unless otherwise
    provided in an Award Agreement.

	 
	 	    (k) 
	
    “Effective Date” means the effective date of
    this Plan, as described in Section 12.1 hereof.

	 
	 	    (l) 
	
    “Eligible Person” means any person who is an
    employee, officer, director, insurance agent, consultant or
    advisor of the Company or any Subsidiary, as determined by the
    Committee, or any person who is determined by the Committee to
    be a prospective employee, officer, director, insurance agent,
    consultant or advisor of the Company or any Subsidiary.

	 
	 	    (m) 
	
    “Exchange Act” means the Securities Exchange
    Act of 1934, as amended.

	 
	 	    (n) 
	
    “Fair Market Value” of Common Shares as of a
    given date means the closing sales price of Common Shares on the
    New York Stock Exchange or other exchange or securities market
    as reflected on the composite index on the trading day
    immediately preceding the date as of which Fair Market Value is
    to be determined, or in the absence of any reported sales of
    Common Shares on such date, on the first preceding date on which
    any such sale shall have been reported. If the Common Shares are
    not listed on the New York Stock Exchange or other exchange or
    securities market on the date as of which Fair















 






 



 



			
	 	
	
    Market Value is to be determined, the Board shall determine in
    good faith the Fair Market Value in whatever manner it considers
    appropriate.




 


			
	 	    (o) 
	
    “Incentive Option” means an Award under
    Section 6 hereof to purchase Common Shares that is intended
    to qualify as an “incentive stock option” under
    Section 422 of the Code and the Treasury Regulations
    thereunder.

	 
	 	    (p) 
	
    “Nonqualified Option” means an Award under
    Section 6 hereof to purchase Common Shares that is not
    intended to qualify as an Incentive Option.

	 
	 	    (q) 
	
    “Option” means an Incentive Option or a
    Nonqualified Option granted under Section 6 hereof.

	 
	 	    (r) 
	
    “Participant” means any Eligible Person who
    holds an outstanding Award under the Plan.

	 
	 	    (s) 
	
    “Plan” means this Platinum Underwriters
    Holdings, Ltd. 2010 Share Incentive Plan as set forth herein, as
    it may be amended from time to time.

	 
	 	    (t) 
	
    “Restricted Share Award” means an Award under
    Section 8 hereof entitling a Participant to Common Shares
    that are nontransferable and subject to forfeiture until
    specific conditions established by the Committee are satisfied.

	 
	 	    (u) 
	
    “Share Appreciation Right” or
    “SAR” means an Award under Section 7
    hereof entitling a Participant to receive an amount,
    representing the difference between the base price per share of
    the right and the Fair Market Value of a Common Share on the
    date of exercise.

	 
	 	    (v) 
	
    “Share Unit Award” means an Award under
    Section 9 hereof entitling a Participant to a payment at
    the end of a vesting period of a unit value based on the Fair
    Market Value of a Common Share.

	 
	 	    (w) 
	
    “Subsidiary” means an entity (whether or not a
    corporation) that is wholly or majority owned or controlled,
    directly or indirectly, by the Company, or any other affiliate
    of the Company that is so designated, from time to time, by the
    Committee; provided, however, that with respect to
    Incentive Options, the term “Subsidiary” shall include
    only an entity that qualifies under Section 424(f) of the
    Code as a “subsidiary corporation” with respect to the
    Company.




 


		
	    3.  	
    SHARES SUBJECT TO THE PLAN




 


			
	 	    3.1 
	
    Number of Shares.  Subject to the
    following provisions of this Section 3, the aggregate
    number of Common Shares that may be issued pursuant to all
    Awards under the Plan is 3,100,000 Common Shares, plus any
    shares remaining available under the 2006 Share Incentive Plan
    (“2006 Plan”) on the Effective Date. The number of
    Common Shares that may be issued and sold under Incentive
    Options shall be limited to 3,100,000 Common Shares. The Common
    Shares to be delivered under the Plan will be made available
    from authorized but unissued Common Shares or from reacquired
    Common Shares. Any Common Shares subject to Options or Share
    Appreciation Rights shall be counted against the maximum share
    limitations of this Section 3.1 as one Common Share for
    every Common Share subject thereto. With respect to Share
    Appreciation Rights, when a share-settled Share Appreciation
    Right is exercised, the Common Shares subject to such Award
    shall be counted against the maximum share limitations of this
    Section 3.1 as one Common Share for every Common Share
    subject thereto, regardless of the number of Common Shares
    actually issued to settle the Share Appreciation Right upon
    exercise. Any Common Shares subject to Restricted Share Awards
    or Share Unit Awards shall be counted against the maximum share
    limitations of this Section 3.1 as 2.4 Common Shares for
    every Common Share subject thereto. Any Awards under the Plan
    settled in cash shall not be counted against the foregoing
    maximum share limitations.

	 
	 	    3.2 
	
    Return of Shares.  To the extent that
    any Award under the Plan, or any award granted under the 2006
    Plan that is outstanding on the Effective Date, payable in
    Common Shares is forfeited, cancelled, returned to the Company
    for failure to satisfy vesting requirements or upon the
    occurrence of other forfeiture events, or otherwise terminates
    without payment being made thereunder, the Common Shares covered
    thereby will no longer be charged against the maximum share
    limitations of















 






 



 



			
	 	
	
    Section 3.1 hereof and may again be made subject to Awards
    under the Plan pursuant to such limitations. To the extent that
    a Common Share that was subject to a Restricted Share Award or a
    Share Unit Award under the Plan, which is counted as 2.4 Common
    Shares against the maximum share limitations of Section 3.1
    hereof, or a restricted share award or share unit award under
    the 2006 Plan that was counted as 2.25 Common Shares, is
    forfeited, cancelled, or otherwise returned to the Company
    pursuant to the preceding sentence, such maximum share
    limitations shall be credited with 2.4 Common Shares and such
    Common Shares may again be made subject to Awards under the Plan
    pursuant to such limitations. Any Common Shares that were
    subject to Options or Share Appreciation Rights, or options or
    share appreciation rights under the 2006 Plan, shall be credited
    as one share for every Common Share that may again be made
    subject to Awards under the Plan.




 


			
	 	    3.3 
	
    Adjustments.  If there shall occur any
    recapitalization, reclassification, share dividend,
    extraordinary dividend, share split, reverse share split, or
    other distribution with respect to the Common Shares, or any
    merger, reorganization, consolidation, combination, spin-off or
    other change in corporate structure affecting the Common Shares,
    the Committee shall, in the manner and to the extent that it
    deems appropriate and equitable to the Participants and
    consistent with the terms of this Plan, cause an adjustment to
    be made in (i) the maximum number and kind of shares
    provided in Section 3.1 hereof, (ii) the maximum
    number and kind of shares set forth in Sections 6.1, 7.1.
    8.1 and 9.1 hereof, (iii) the number and kind of shares of
    Common Shares, share units, or other rights subject to then
    outstanding Awards, (iv) the price for each share or unit
    or other right subject to then outstanding Awards, or
    (v) any other terms of an Award that are affected by the
    event to prevent dilution or enlargement of a Participant’s
    rights under an Award. Notwithstanding the foregoing, in the
    case of Incentive Options, any such adjustments shall be made in
    a manner consistent with the requirements of Section 424(a)
    of the Code. In the event of any merger, consolidation,
    reorganization, amalgamation or similar corporate event in which
    Common Shares are to be exchanged for payment of cash (the
    “Cash Consideration”), the Committee may, in
    its discretion, (i) make equitable adjustments as provided
    above, or (ii) cancel any outstanding Award in exchange for
    payment in cash, if any, equal to the excess of the Cash
    Consideration for the shares underlying such Award over the
    exercise, base or purchase price for such shares.




 


		
	    4.  	
    ADMINISTRATION




 


			
	 	    4.1 
	
    Committee Members.  The Plan shall be
    administered by a Committee comprised of no fewer than two
    members of the Board. Solely to the extent deemed necessary or
    advisable by the Board, each Committee member shall satisfy the
    requirements for (i) an “independent director”
    under rules adopted by the New York Stock Exchange, (ii) a
    “nonemployee director” for purposes of Rule l6b-3
    under the Exchange Act, and (iii) an “outside
    director” under Section 162(m) of the Code. No member
    of the Committee shall be liable for any action or determination
    made in good faith by the Committee with respect to the Plan or
    any Award thereunder.

	 
	 	    4.2 
	
    Committee Authority.  The Committee
    shall have such powers and authority as may be necessary or
    appropriate for the Committee to carry out its functions as
    described in the Plan. Subject to the express limitations of the
    Plan, the Committee shall have authority in its discretion to
    determine the Eligible Persons to whom, and the time or times at
    which, Awards may be granted, the number of shares, units or
    other rights subject to each Award, the exercise, base or
    purchase price of an Award (if any), the time or times at which
    an Award will become vested, exercisable or payable, the
    performance criteria, performance goals and other conditions of
    an Award, the duration of the Award, and all other terms of the
    Award. Subject to the terms of the Plan, the Committee shall
    have the authority to amend the terms of an Award in any manner
    that is not inconsistent with the Plan, provided that no such
    action shall adversely affect the rights of a Participant with
    respect to an outstanding Award without the Participant’s
    consent. The Committee shall also have discretionary authority
    to interpret the Plan, to make all factual determinations under
    the Plan, and to make all other determinations necessary or
    advisable for Plan administration, including, without
    limitation, to correct any defect, to supply any omission or to
    reconcile any inconsistency in the Plan or any Award















 






 



 



			
	 	
	
    Agreement hereunder. The Committee may prescribe, amend, and
    rescind rules and regulations relating to the Plan. The
    Committee’s determinations under the Plan need not be
    uniform and may be made by the Committee selectively among
    Participants and Eligible Persons, whether or not such persons
    are similarly situated. The Committee shall, in its discretion,
    consider such factors as it deems relevant in making its
    interpretations, determinations and actions under the Plan
    including, without limitation, the recommendations or advice of
    any officer or employee of the Company or such attorneys,
    consultants, accountants or other advisors as it may select. All
    interpretations, determinations, and actions by the Committee
    shall be final, conclusive, and binding upon all parties.




 


			
	 	    4.3 
	
    Delegation of Authority.  The Committee
    shall have the right, from time to time, to delegate to one or
    more officers of the Company the authority of the Committee to
    grant and determine the terms and conditions of Awards under the
    Plan, subject to such limitations as the Committee shall
    determine; provided, however, that no such
    authority may be delegated with respect to Awards granted to any
    member of the Board or any Participant who the Committee
    determines may be covered by Rule l6b-3 under the Exchange Act
    or Section l62(m) of the Code. The Committee shall also be
    permitted to delegate, to any appropriate officer or employee of
    the Company, responsibility for performing ministerial functions
    under the Plan. In the event that the Committee’s authority
    is delegated to officers or employees in accordance with the
    foregoing, all provisions of the Plan relating to the Committee
    shall be interpreted in a manner consistent with the foregoing
    by treating any such reference as a reference to such officer or
    employee for such purpose. Any action undertaken in accordance
    with the Committee’s delegation of authority hereunder
    shall have the same force and effect as if such action was
    undertaken directly by the Committee and shall be deemed for all
    purposes of the Plan to have been taken by the Committee.

	 
	 	    4.4 
	
    Grants to Nonemployee Directors.  Any
    Awards or formula for granting Awards to nonemployee directors
    under the Plan shall be approved by the Board. With respect to
    awards to such directors, all rights, powers and authorities
    vested in the Committee under the Plan shall instead be
    exercised by the Board, and all provisions of the Plan relating
    to the Committee shall be interpreted in a manner consistent
    with the foregoing by treating any such reference as a reference
    to the Board for such purpose.




 


		
	    5.  	
    PARTICIPATION AND AWARDS




 


			
	 	    5.1 
	
    Designation of Participants.  All
    Eligible Persons are eligible to be designated by the Committee
    to receive Awards and become Participants under the Plan. The
    Committee has the authority, in its discretion, to determine and
    designate from time to time those Eligible Persons who are to be
    granted Awards, the types of Awards to be granted and the number
    of Common Shares or units subject to Awards granted under the
    Plan. In selecting Eligible Persons to be Participants and in
    determining the type and amount of Awards to be granted under
    the Plan, the Committee shall consider any and all factors that
    it deems relevant or appropriate.

	 
	 	    5.2 
	
    Determination of Awards.  The Committee
    shall determine the terms and conditions of all Awards granted
    to Participants in accordance with its authority under
    Section 4.2 hereof. An Award may consist of one type of
    right or benefit hereunder or of two or more such rights or
    benefits granted in tandem or in the alternative. To the extent
    deemed necessary by the Committee, an Award shall be evidenced
    by an Award Agreement as described in Section 11.1 hereof.




 


		
	    6.  	
    SHARE OPTIONS




 


			
	 	    6.1 
	
    Grant of Option.  An Option may be
    granted to any Eligible Person selected by the Committee.
    Subject to the applicable provisions of Section 6.7 hereof
    and Section 422 of the Code, each Option shall be
    designated, in the discretion of the Committee, as an Incentive
    Option or a Nonqualified Option. The maximum number of Common
    Shares that may be granted under Options to any Participant
    during any calendar year shall be limited to 3,100,000 Common
    Shares (subject to adjustment as provided in Section 3.3
    hereof).















 






 



 



 


			
	 	    6.2 
	
    Exercise Price.  The exercise price
    under any Option shall be determined by the Committee;
    provided, however, that the exercise price per
    share under an Option shall not be less than 100 percent of
    the Fair Market Value per share of the Common Shares on the Date
    of Grant.

	 
	 	    6.3 
	
    Vesting of Option.  The Committee shall
    in its discretion prescribe the time or times at which, or the
    conditions upon which, an Option or portion thereof shall become
    vested
    and/or
    exercisable. The requirements for vesting and exercisability of
    an Option may be based on the continued employment or other
    service of the Participant with the Company or a Subsidiary for
    a specified time period (or periods) or on the attainment of a
    specified performance goal (or goals) established by the
    Committee in its discretion. The Committee may, in its
    discretion, accelerate the vesting or exercisability of any
    Option at any time.

	 
	 	    6.4 
	
    Term of Options.  The Committee shall in
    its discretion prescribe in an Award Agreement the period during
    which a vested Option may be exercised, provided that the
    maximum term of an Option shall be ten years from the Date of
    Grant. An Option may be earlier terminated as specified by the
    Committee and set forth in an Award Agreement upon or following
    the termination of a Participant’s employment or other
    service with the Company or any Subsidiary, including by reason
    of voluntary resignation, death, Disability, termination for
    cause or any other reason. Except as otherwise provided in this
    Section 6 or in an Award Agreement, no Option may be
    exercised at any time during the term thereof unless the
    Participant is then in the employment or other service of the
    Company or one of its Subsidiaries.

	 
	 	    6.5 
	
    Option Exercise; Withholding.  Subject
    to such terms and conditions as shall be specified in an Award
    Agreement, an Option may be exercised in whole or in part at any
    time during the term thereof by written notice in the form
    required by the Company, together with payment of the aggregate
    exercise price therefore and applicable withholding tax. Payment
    of the exercise price shall be made in the manner set forth in
    an Award Agreement, by (i) payment in cash or cash
    equivalent acceptable to the Committee, (ii) payment in
    Common Shares valued at the Fair Market Value of such shares on
    the date of exercise, (iii) through an open market
    broker-assisted transaction pursuant to which the Company is
    promptly delivered the amount of proceeds necessary to satisfy
    the exercise price, (iv) by a combination of the foregoing
    methods, or (v) such other method as may be approved by the
    Committee and set forth in an Award Agreement. In addition to
    and at the time of payment of the exercise price, the
    Participant shall pay to the Company the full amount of any and
    all applicable income tax, employment tax and other amounts
    required to be withheld in connection with such exercise,
    payable under such of the methods described above for the
    payment of the exercise price as may be approved by the
    Committee and set forth in an Award Agreement.

	 
	 	    6.6 
	
    Limited Transferability of Nonqualified
    Options.  All Options shall be nontransferable
    except (i) upon the Participant’s death, in accordance
    with Section 11.3 hereof, or (ii) in the case
    Nonqualified Options only, on a
    case-by-case
    basis as may be approved by the Committee in its discretion, in
    accordance with the terms provided below. An Award of a
    Nonqualified Option may provide that the Participant shall be
    permitted, during the lifetime of the Participant and subject to
    the prior approval of the Committee at the time of the proposed
    transfer, to transfer all or part of the Option to the
    Participant’s “family member” (as defined for
    purposes of the
    Form S-8
    registration statement under the Securities Act of 1933, as
    amended). The transfer of a Nonqualified Option may be subject
    to such other terms and conditions as the Committee may in its
    discretion impose from time to time. Subsequent transfers of an
    Option shall be prohibited other than in accordance with
    Section 11.3 hereof.

	 
	 	    6.7 
	
    Additional Rules for Incentive Options.




 


			
	 	    (i) 
	
    Eligibility.  An Incentive Option may
    only be granted to an Eligible Person who is considered an
    employee of the Company or any Subsidiary for purposes of
    Treasury Regulations § 1.421-7(h).















 






 



 



 


			
	 	    (ii) 
	
    Annual Limits.  No Incentive Option
    shall be granted to a Participant as a result of which the
    aggregate Fair Market Value (determined as of the Date of Grant)
    of the Common Shares with respect to which Incentive Options are
    exercisable for the first time in any calendar year under the
    Plan and any other share option plans of the Company, any
    Subsidiary, or any parent Company, would exceed $100,000,
    determined in accordance with Section 422(d) of the Code.
    This limitation shall be applied by taking Options into account
    in the order in which granted.

	 
	 	    (iii) 
	
    Ten Percent Shareholders.  If an Option
    granted under the Plan is intended to be an Incentive Option,
    and if the Participant, at the time of grant, owns shares
    possessing ten percent or more of the total combined voting
    power of all classes of Common Shares of the Company or any
    Subsidiary, then (A) the Option exercise price per share
    shall in no event be less than 110 percent of the Fair
    Market Value of a Common Share on the date of such grant, and
    (B) such Option shall not be exercisable after the
    expiration of five years following the date such Option is
    granted.

	 
	 	    (iv) 
	
    Termination of Employment.  An Award of
    an Incentive Option may provide that such Option may be
    exercised not later than three (3) months following
    termination of employment of the Participant with the Company
    and all Subsidiaries, or not later than one year following death
    or a “permanent and total disability” within the
    meaning of Section 22(e)(3) of the Code, as and to the extent
    determined by the Committee to be consistent with the
    requirements of Section 422 of the Code and Treasury
    Regulations thereunder.

	 
	 	    (v) 
	
    Other Terms and Conditions;
    Nontransferability.  Any Incentive Option
    granted hereunder shall contain such additional terms and
    conditions, not inconsistent with the terms of the Plan, as are
    deemed necessary or desirable by the Committee, which terms,
    together with the terms of the Plan, shall be intended and
    interpreted to cause such Incentive Option to qualify as an
    incentive stock option under Section 422 of the Code. An
    Award Agreement for an Incentive Option may provide that such
    Option shall be treated as a Nonqualified Option to the extent
    that certain requirements applicable to Incentive Options under
    the Code shall not be satisfied. An Incentive Option shall by
    its terms be nontransferable otherwise than by will or by the
    laws of descent and distribution, and shall be exercisable
    during the lifetime of a Participant only by such Participant.

	 
	 	    (vi) 
	
    Disqualifying Dispositions.  If Common
    Shares acquired by exercise of an Incentive Option are disposed
    of within two years following the Date of Grant or one year
    following the issuance of such shares to the Participant upon
    exercise, the Participant shall, promptly following such
    disposition, notify the Company in writing of the date and terms
    of such disposition and provide such other information regarding
    the disposition as the Committee may reasonably require.




 


			
	 	    6.8 
	
    Repricing of Options
    Prohibited.  Subject to the anti-dilution
    adjustment provisions contained in Section 3.3 hereof,
    without the prior approval of the Company’s Shareholders,
    evidenced by a majority of votes cast, neither the Committee nor
    the Board shall cause the cancellation, substitution or
    amendment of an Option that would have the effect of reducing
    the exercise price of such an Option previously granted under
    the Plan, or otherwise approve any modification to such an
    Option that would be treated as a “repricing” under
    applicable listing requirements of the New York Stock Exchange.




 


		
	    7.  	
    SHARE APPRECIATION RIGHTS




 


			
	 	    7.1 
	
    Grant of SARs.  An SAR granted to a
    Participant is an Award in the form of a right to receive, upon
    settlement of the right but without other payment, an amount
    based on the appreciation in the Fair Market Value of Common
    Shares over a base price established for the Award, exercisable
    at such
















 






 



 



			
	 	
	
    time or times and upon conditions as may be approved by the
    Committee. An SAR may be granted to any Eligible Person selected
    by the Committee. The maximum number of Common Shares that may
    be subject to SARs granted to any Participant during any
    calendar year shall be limited to 1,000,000 Common Shares
    (subject to adjustment as provided in Section 3.3 hereof).




 


			
	 	    7.2 
	
    Freestanding SARs.  An SAR may be
    granted without any related Option. The Committee shall in its
    discretion prescribe the time or times at which, or the
    conditions upon which, an SAR or portion thereof shall become
    vested
    and/or
    exercisable. The requirements for vesting and exercisability of
    an SAR may be based on the continued employment or other service
    of a Participant with the Company or a Subsidiary for a
    specified time period (or periods) or on the attainment of a
    specified performance goal (or goals) established by the
    Committee in its discretion. An SAR will be exercisable or
    payable at such time or times as determined by the Committee,
    provided that the maximum term of an SAR shall be ten years from
    the Date of Grant. The Committee may, in its discretion,
    accelerate the vesting or exercisability of any SAR at any time.
    The base price of an SAR granted without any related Option
    shall be determined by the Committee in its sole discretion;
    provided, however, that the base price per share
    of any such freestanding SAR shall not be less than
    100 percent of the Fair Market Value of a Common Share on
    the Date of Grant.

	 
	 	    7.3 
	
    Tandem Option/Share Appreciation
    Rights.  An SAR may be granted in tandem with
    an Option at the time of grant of the Option. A tandem
    Option/Share Appreciation Right will entitle the holder to
    elect, as to all or any portion of the number of shares subject
    to the Award, to exercise either the Option or the SAR,
    resulting in the reduction of the corresponding number of shares
    subject to the right so exercised as well as the tandem right
    not so exercised. An SAR granted in tandem with an Option
    hereunder shall have a base price per share equal to the per
    share exercise price of the Option, will be vested and
    exercisable at the same time or times that a related Option is
    vested and exercisable, and will expire no later than the time
    at which the related Option expires.

	 
	 	    7.4 
	
    Payment of SARs.  An SAR will entitle
    the holder, upon exercise or other payment of the SAR, as
    applicable, to receive an amount determined by multiplying:
    (i) the excess of the Fair Market Value of a Common Share
    on the date of exercise or payment of the SAR over the base
    price of such SAR, by (ii) the number of shares as to which
    such SAR is exercised or paid. Payment of the amount determined
    under the foregoing may be made, as approved by the Committee
    and set forth in the Award Agreement, in Common Shares valued at
    their Fair Market Value on the date of exercise or payment, in
    cash, or in a combination of Common Shares and cash, subject to
    applicable tax withholding requirements.

	 
	 	    7.5 
	
    Repricing of SARs Prohibited.  Subject
    to the anti-dilution adjustment provisions contained in
    Section 3.3 hereof, without the prior approval of the
    Company’s shareholders, evidenced by a majority of votes
    cast, neither the Committee nor the Board shall cause the
    cancellation, substitution or amendment of an SAR that would
    have the effect of reducing the base price of such an SAR
    previously granted under the Plan, or otherwise approve any
    modification to such an SAR that would be treated as a
    “repricing” under the applicable listing requirements
    of the New York Stock Exchange.




 


		
	    8.  	
    RESTRICLED SHARE AWARDS




 


			
	 	    8.1 
	
    Grant of Restricted Share Awards.  A
    Restricted Share Award may be granted to any Eligible Person
    selected by the Committee. A Restricted Share Award to a
    Participant represents Common Shares that are issued subject to
    such restrictions on transfer and other incidents of ownership
    and such forfeiture conditions as the Committee may determine.
    The Committee may, in connection with any Restricted Share
    Award, require the payment of a specified purchase price. The
    maximum number of Common Shares that may be subject to
    Restricted Share Awards granted to any Participant during any
    calendar year shall be limited to 1,000,000 Common Shares
    (subject to adjustment as provided in Section 3.3 hereof).















 






 



 



 


			
	 	    8.2 
	
    Vesting Requirements.  The restrictions
    imposed on Common Shares granted under a Restricted Share Award
    shall lapse in accordance with the vesting requirements
    specified by the Committee in the Award Agreement. The
    requirements for vesting of a Restricted Share Award may be
    based on the continued employment or other service of the
    Participant with the Company or its Subsidiaries for a specified
    time period (or periods) or on the attainment of a specified
    performance goal (or goals) established by the Committee in its
    discretion. The Committee may, in its discretion, accelerate the
    vesting of a Restricted Share Award at any time. If the vesting
    requirements of a Restricted Share Award shall not be satisfied,
    the Award shall be forfeited and the Common Shares subject to
    the Award shall be returned to the Company. In the event that
    the Participant paid any purchase price with respect to such
    forfeited shares, unless otherwise provided by the Committee in
    an Award Agreement, the Company will refund to the Participant
    the lesser of (i) such purchase price, and (ii) the
    Fair Market Value of such shares on the date of forfeiture.

	 
	 	    8.3 
	
    Restrictions.  Shares granted under any
    Restricted Share Award may not be transferred, assigned or
    subject to any encumbrance, pledge, or charge until all
    applicable restrictions are removed or have expired, unless
    otherwise allowed by the Committee. Failure to satisfy any
    applicable restrictions shall result in the shares subject to
    the Restricted Share Award being forfeited and returned to the
    Company. The Committee may require in an Award Agreement that
    certificates representing the shares granted under a Restricted
    Share Award bear a legend making appropriate reference to the
    restrictions imposed, and that certificates representing the
    shares granted or sold under a Restricted Share Award will
    remain in the physical custody of an escrow holder until all
    restrictions are removed or have expired.

	 
	 	    8.4 
	
    Rights as Shareholder.  Subject to the
    foregoing provisions of this Section 8 and the applicable
    Award Agreement, the Participant shall have all rights of a
    shareholder with respect to the Common Shares granted to the
    Participant under a Restricted Share Award, including the right
    to vote such shares and receive all dividends and other
    distributions paid or made with respect thereto, unless the
    Committee determines otherwise at the time the Restricted Share
    Award is granted. The Committee may provide in an Award
    Agreement for the payment of dividends and distributions to the
    Participant at such times as paid to shareholders generally or
    at the times of vesting or other payment of the Restricted Share
    Award; provided, however, that if dividend rights are granted
    with respect to any Restricted Share Award that is subject to
    performance goals, the dividends shall be accumulated or
    reinvested, as determined by the Committee in its discretion,
    and paid at the time of vesting in additional restricted shares.

	 
	 	    8.5 
	
    Section 83(b) Election.  If a
    Participant makes an election pursuant to Section 83(b) of
    the Code with respect to a Restricted Share Award, the
    Participant shall file, within 30 days following the Date
    of Grant, a copy of such election with the Company and with the
    Internal Revenue Service, in accordance with the regulations
    under Section 83 of the Code. The Committee may provide in
    an Award Agreement that the Restricted Share Award is
    conditioned upon the Participant’s making or refraining
    from making an election with respect to the Award under
    Section 83(b) of the Code.




 


		
	    9.  	
    SHARE UNIT AWARDS




 


			
	 	    9.1 
	
    Grant of Share Unit Awards.  A Share
    Unit Award may be granted to any Eligible Person selected by the
    Committee. A Share Unit Award is an Award to a Participant of a
    number of hypothetical share units with respect to Common
    Shares, with a value equal to the Fair Market Value of the
    Common Shares on the applicable date or time period of
    determination as specified by the Committee. A Share Unit Award
    shall be subject to such restrictions and conditions as the
    Committee shall determine. A Share Unit Award may be granted, at
    the discretion of the Committee, together with a dividend
    equivalent right with respect to the same number of Common
    Shares, which may be accumulated and may be deemed reinvested in
    additional share units, as determined by the Committee in its
    discretion; provided, however, that if any dividend equivalent
    rights are granted with respect to any Share Unit Award that is
    subject to performance goals, such dividend equivalents shall be
    accumulated or
















 






 



 



			
	 	
	
    reinvested, as determined by the Committee in its discretion,
    and paid at the time of vesting in additional share units. The
    maximum number of Common Shares that may be subject to Share
    Unit Awards that are granted to any Participant during any
    calendar year shall be limited to 1,000,000 Common Shares
    (subject to adjustment as provided in Section 3.3 hereof).




 


			
	 	    9.2 
	
    Vesting of Share Unit Awards.  On the
    Date of Grant, the Committee shall, in its discretion, determine
    any vesting requirements with respect to a Share Unit Award,
    which shall be set forth in the Award Agreement. The
    requirements for vesting of a Share Unit Award may be based on
    the continued employment or other service of the Participant
    with the Company or its Subsidiaries for a specified time period
    (or periods) or on the attainment of a specified performance
    goal (or goals) established by the Committee in its discretion.
    The Committee may, in its discretion, accelerate the vesting of
    a Share Unit Award at any time. A Share Unit Award may also be
    granted on a fully vested basis, with a deferred payment date as
    may be determined by the Committee or elected by the Participant
    in accordance with the rules established by the Committee.

	 
	 	    9.3 
	
    Payment of Share Unit Awards.  A Share
    Unit Award shall become payable to a Participant at the time or
    times determined by the Committee and set forth in the Award
    Agreement, which may be upon or following the vesting of the
    Award. Payment of a Share Unit Award may be made, at the
    discretion of the Committee, in cash or in Common Shares, or in
    a combination thereof, subject to applicable tax withholding
    requirements. Any cash payment of a Share Unit Award shall be
    made based upon the Fair Market Value of the Common Shares,
    determined on such date or over such time period as determined
    by the Committee.

	 
	 	    9.4 
	
    No Rights as Shareholder.  The
    Participant shall not have any rights as a shareholder with
    respect to the Common Shares subject to a Share Unit Award until
    such time as any Common Shares are delivered to the Participant
    pursuant to the terms of the Award.




 


		
	    10. 	
    CHANGE IN CONTROL




 


			
	 	    10.1 
	
    Effect of Change in Control.  The
    Committee may, at or following the time of grant of an Award and
    as set forth in an Award Agreement, provide for the effect of a
    Change in Control of the Company on an Award. Such provisions
    may include any one or more of the following: (i) the
    acceleration or extension of time periods for purposes of
    exercising, vesting in, or realizing gain from any Award,
    (ii) the elimination or modification of performance or
    other conditions related to the payment or other rights under an
    Award, (iii) provision for the cash settlement of an Award
    for an equivalent cash value, as determined by the Committee, or
    (iv) such other modification or adjustment to an Award as
    the Committee deems appropriate to maintain and protect the
    rights and interests of Participants upon or following a Change
    in Control. Unless otherwise provided by the Committee and set
    forth in the Award Agreement, upon a Change in Control,
    (i) each outstanding Option and Share Appreciation Right,
    to the extent that it shall not otherwise have become vested and
    exercisable, shall automatically become fully and immediately
    vested and exercisable, without regard to any otherwise
    applicable vesting requirement, (ii) any restricted period
    in effect shall automatically terminate as to all Common Shares
    awarded pursuant to a Restricted Share Award, and
    (iii) each outstanding Share Unit Award shall become
    immediately and fully vested and payable.

	 
	 	    10.2 
	
    Definition of Change in Control.  For
    purposes hereof, unless otherwise defined in an Award Agreement,
    a “Change in Control” of the Company shall mean:




 


			
	 	    (i) 
	
    an acquisition subsequent to the Effective Date hereof by any
    individual, entity or group (within the meaning of
    Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
    “Person”) of beneficial ownership (within the
    meaning of Rule l3d-3 promulgated under the Exchange Act) of
    fifty percent (50%) or more of either (A) the then
    outstanding Common Shares, or (B) the combined voting power
    of the then outstanding voting securities of the Company
    entitled to vote generally in the election of directors;
    excluding, however, the following: (1) any acquisition
    directly from the Company, other than an acquisition by virtue
    of the
















 






 



 



			
	 	
	
    exercise of a conversion privilege unless the security being so
    converted was itself acquired directly from the Company,
    (2) any acquisition by the Company, and (3) any
    acquisition by an employee benefit plan (or related trust)
    sponsored or maintained by the Company or any Subsidiary;




 


			
	 	    (ii) 
	
    during any period of two (2) consecutive years (not
    including any period prior to the Effective Date), individuals
    who at the beginning of such period constitute the Board (and
    any new directors 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 still in
    office who either were directors at the beginning of the period
    or whose election or nomination for election was so approved)
    cease for any reason (except for death, Disability or voluntary
    retirement) to constitute a majority thereof;




 


			
	 	    (iii) 
	
    the consummation of a merger, consolidation, reorganization,
    amalgamation or similar corporate transaction which has been
    approved by the shareholders of the Company, whether or not the
    Company is the surviving Company in such transaction, other than
    a merger, consolidation, reorganization or amalgamation that
    would result in the voting securities of the Company outstanding
    immediately prior thereto continuing to represent (either by
    remaining outstanding or by being converted into voting
    securities of the surviving entity) at least fifty percent (50%)
    of the combined voting power of the voting securities of the
    Company (or such surviving entity) outstanding immediately after
    such merger, consolidation, reorganization, amalgamation or
    similar corporate transaction;

	 
	 	    (iv) 
	
    the approval by the shareholders of the Company of (A) the
    sale or other disposition of all or substantially all of the
    assets of the Company, or (B) a complete liquidation or
    dissolution of the Company; or

	 
	 	    (v) 
	
    adoption by the Board of a resolution to the effect that there
    has been a change in the ownership or effective control of the
    Company, or a change in the ownership of a substantial portion
    of the assets of a Company, as such terms are used in
    Section 409A of the Code and related regulations thereunder.




 


		
	    11. 	
    GENERAL PROVISIONS




 


			
	 	    11.1 
	
    Award Agreement.  To the extent deemed
    necessary by the Committee, an Award under the Plan shall be
    evidenced by an Award Agreement in a written or electronic form
    approved by the Committee setting forth the number of Common
    Shares or units subject to the Award, the exercise price, base
    price, or purchase price of the Award, the time or times at
    which an Award will become vested, exercisable or payable and
    the term of the Award. The Award Agreement may also set forth
    the effect on an Award of termination of employment or other
    service under certain circumstances. The Award Agreement shall
    be subject to and incorporate, by reference or otherwise, all of
    the applicable terms and conditions of the Plan, and may also
    set forth other terms and conditions applicable to the Award as
    determined by the Committee consistent with the limitations of
    the Plan. Award Agreements evidencing Incentive Options shall
    contain such terms and conditions as may be necessary to meet
    the applicable provisions of Section 422 of the Code. The
    grant of an Award under the Plan shall not confer any rights
    upon the Participant holding such Award other than such terms,
    and subject to such conditions, as are specified in the Plan as
    being applicable to such type of Award (or to all Awards) or as
    are expressly set forth in the Award Agreement. The Committee
    need not require the execution of an Award Agreement by a
    Participant, in which case, acceptance of the Award by the
    Participant shall constitute agreement by the Participant to the
    tends, conditions, restrictions and limitations set forth in the
    Plan and the Award Agreement as well as the administrative
    guidelines of the Company in effect from time to time.

	 
	 	    11.2 
	
    Forfeiture Events/Representations.  The
    Committee may specify in an Award Agreement at the time of the
    Award that the Participant’s rights, payments and benefits
    with respect to an Award shall be















 






 



 



			
	 	
	
    subject to reduction, cancellation, forfeiture or recoupment
    upon the occurrence of certain specified events, in addition to
    any otherwise applicable vesting or performance conditions of an
    Award. Such events shall include, but shall not be limited to,
    termination of employment or other service for cause, violation
    of material Company policies, breach of noncompetition,
    confidentiality or other restrictive covenants that may apply to
    the Participant, or other conduct by the Participant that is
    detrimental to the business or reputation of the Company. The
    Committee may also specify in an Award Agreement that the
    Participant’s rights, payments and benefits with respect to
    an Award shall be conditioned upon the Participant making a
    representation regarding compliance with noncompetition,
    confidentiality or other restrictive covenants that may apply to
    the Participant and providing that the Participant’s
    rights, payments and benefits with respect to an Award shall be
    subject to reduction, cancellation, forfeiture or recoupment on
    account of a breach of such representation.




 


			
	 	    11.3 
	
    No Assignment or Transfer;
    Beneficiaries.  Except as provided in
    Section 6.6 hereof, Awards under the Plan shall not be
    assignable or transferable by the Participant, except by will or
    by the laws of descent and distribution, and shall not be
    subject in any manner to assignment, alienation, pledge,
    encumbrance or charge. Notwithstanding the foregoing, the
    Committee may provide in an Award Agreement that the Participant
    shall have the right to designate a beneficiary or beneficiaries
    who shall be entitled to any rights, payments or other benefits
    specified under an Award following the Participant’s death.
    During the lifetime of a Participant, an Award shall be
    exercised only by such Participant or such Participant’s
    guardian or legal representative. In the event of a
    Participant’s death, an Award may, to the extent permitted
    by the Award Agreement, be exercised by the Participant’s
    beneficiary as designated by the Participant in the manner
    prescribed by the Committee or, in the absence of an authorized
    beneficiary designation, by the legatee of such Award under the
    Participant’s will or by the Participant’s estate in
    accordance with the Participant’s will or the laws of
    descent and distribution, in each case in the same manner and to
    the same extent that such Award was exercisable by the
    Participant on the date of the Participant’s death.

	 
	 	    11.4 
	
    Deferrals of Payment.  The Committee may
    in its discretion permit a Participant to defer the receipt of
    payment of cash or delivery of Common Shares that would
    otherwise be due to the Participant by virtue of the exercise of
    a right or the satisfaction of vesting or other conditions with
    respect to an Award. If any such deferral is to be permitted by
    the Committee, the Committee shall establish the rules and
    procedures relating to such deferral in a manner intended to
    comply with the requirements of Section 409A of the Code,
    including, without limitation, the period of time in advance of
    payment when an election to defer may be made, the time period
    of the deferral and the events that would result in payment of
    the deferred amount, the interest or other earnings attributable
    to the deferral and the method of funding, if any, attributable
    to the deferred amount.

	 
	 	    11.5 
	
    Rights as Shareholder.  A Participant
    shall have no rights as a holder of Common Shares with respect
    to any unissued securities covered by an Award until the date
    the Participant becomes the holder of record of such securities.
    Except as provided in Section 3.3 hereof, no adjustment or
    other provision shall be made for dividends or other shareholder
    rights, except to the extent that the Award Agreement provides
    for a dividend equivalent right, or otherwise provides for
    dividend payments or similar economic benefits.

	 
	 	    11.6 
	
    Employment or Service.  Nothing in the
    Plan, in the grant of any Award or in any Award Agreement shall
    confer upon any Eligible Person or Participant any right to
    continue in the employment or other service of the Company or
    any of its Subsidiaries, or interfere in any way with the right
    of the Company or any of its Subsidiaries to terminate the
    employment or other service relationship of an Eligible Person
    or Participant for any reason at any time.

	 
	 	    11.7 
	
    Securities Laws.  No Common Shares will
    be issued or transferred pursuant to an Award unless and until
    all then applicable requirements imposed by Federal and state
    securities and other laws, rules and regulations and by any
    regulatory agencies having jurisdiction, and by any exchanges
    upon which the Common Shares may be listed, have been fully met.
    As a condition precedent to the















 






 



 



			
	 	
	
    issuance of shares pursuant to the grant or exercise of an
    Award, the Company may require the Participant to take any
    reasonable action to meet such requirements. The Committee may
    impose such conditions on any Common Shares issuable under the
    Plan as it may deem advisable, including, without limitation,
    restrictions under the Securities Act of 1933, as amended, under
    the requirements of any exchange upon which such shares of the
    same class are then listed, and under any blue sky or other
    securities laws applicable to such shares. The Committee may
    also require the Participant to represent and warrant at the
    time of issuance or transfer that the Common Shares are being
    acquired only for investment purposes and without any current
    intention to sell or distribute such shares.




 


			
	 	    11.8 
	
    Tax Withholding.  The Participant shall
    be responsible for payment or any taxes or similar charges
    required by law to be withheld from an Award or an amount paid
    in satisfaction of an Award, which shall be paid by the
    Participant on or prior to the payment or other event that
    results in taxable income in respect of an Award. The Award
    Agreement may specify the manner in which the withholding
    obligation shall be satisfied with respect to the particular
    type of Award.

	 
	 	    11.9 
	
    Unfunded Plan.  The adoption of the Plan
    and any reservation of Common Shares or cash amounts by the
    Company to discharge its obligations hereunder shall not be
    deemed to create a trust or other funded arrangement. Except
    upon the issuance of Common Shares pursuant to an Award, any
    rights of a Participant under the Plan shall be those of a
    general unsecured creditor of the Company, and neither a
    Participant nor the Participant’s permitted transferees or
    estate shall have any other interest in any assets of the
    Company by virtue of the Plan. Notwithstanding the foregoing,
    the Company shall have the right to implement or set aside funds
    in a grantor trust, subject to the claims of the Company’s
    creditors or otherwise, to discharge its obligations under the
    Plan.

	 
	 	    11.10 
	
    Section 162(m) Compliance.  Awards
    of Options and Share Appreciation Rights under the Plan may be
    granted in a manner that complies with the requirements for
    “performance-based” compensation under
    Section 162(m) of the Code. Restricted Share Awards and
    Share Unit Awards may be granted in compliance with such
    requirements by making such Awards jointly pursuant to the terms
    of this Plan and the Company’s Section 162(m)
    Performance Incentive Plan (or any successor plan).

	 
	 	    11.11 
	
    Other Compensation and Benefit
    Plans.  The adoption of the Plan shall not
    affect any other share incentive or other compensation plans in
    effect for the Company or any Subsidiary, nor shall the Plan
    preclude the Company from establishing any other forms of share
    incentive or other compensation or benefit program for employees
    of the Company or any Subsidiary. The amount of any compensation
    deemed to be received by a Participant pursuant to an Award
    shall not constitute includable compensation for purposes of
    determining the amount of benefits to which a Participant is
    entitled under any other compensation or benefit plan or program
    of the Company or any Subsidiary, including, without limitation,
    under any bonus, pension, profit-sharing, life insurance, salary
    continuation or severance benefits plan, except to the extent
    specifically provided by the terms of any such plan.

	 
	 	    11.12 
	
    Plan Binding on Transferees.  The Plan
    shall be binding upon the Company, its transferees and assigns,
    the Participant, and the Participant’s executor,
    administrator and permitted transferees and beneficiaries.

	 
	 	    11.13 
	
    Severability.  If any provision of the
    Plan or any Award Agreement shall be determined to be illegal or
    unenforceable by any court of law in any jurisdiction, the
    remaining provision hereof and thereof shall be severable and
    enforceable in accordance with their terms, and all provisions
    shall remain enforceable in any other jurisdiction.

	 
	 	    11.14 
	
    Fractional Shares.  No fractional shares
    shall be issued or delivered pursuant to the Plan or any Award.
    The Committee shall determine whether cash, Common Shares,
    Options or other property shall be issued or paid in lieu of
    fractional shares or whether such fractional shares or any
    rights thereto shall be forfeited or otherwise eliminated.















 






 



 



 


			
	 	    11.15 
	
    Foreign Jurisdictions.  The Committee
    may adopt, amend and terminate such arrangements and grant such
    Awards, not inconsistent with the intent of the Plan, as it may
    deem necessary or desirable to comply with any tax, securities,
    regulatory or other laws of other jurisdictions with respect to
    Awards that may be subject to such laws. The terms and
    conditions of such Awards may vary from the terms and conditions
    that would otherwise be required by the Plan solely to the
    extent that the Committee deems necessary for such purpose.
    Moreover, the Board may approve such supplements to or
    amendments, restatements or alternative versions of the Plan,
    not inconsistent with the intent of the Plan, as it may consider
    necessary or appropriate for such purposes, without thereby
    affecting the terms of the Plan as in effect for any other
    purpose.

	 
	 	    11.16 
	
    Substitute Awards in Corporate
    Transactions.  Nothing contained in the Plan
    shall be construed to limit the right of the Committee to grant
    Awards under the Plan in connection with the acquisition,
    whether by purchase, merger, consolidation or other corporate
    transaction, of the business or assets of any corporation or
    other entity. Without limiting the foregoing, the Committee may
    grant Awards under the Plan to an employee or director of
    another corporation who becomes an Eligible Person by reason of
    any such corporate transaction in substitution for awards
    previously granted by such corporation or entity to such person.
    The terms and conditions of the substitute Awards may vary from
    the terms and conditions that would otherwise be required by the
    Plan solely to the extent the Committee deems necessary for such
    purpose. Any Common Shares subject to these substitute Awards
    shall not be counted against any of the maximum share
    limitations set forth in the Plan.

	 
	 	    11.17 
	
    Governing Law.  The Plan and all rights
    hereunder shall be subject to and interpreted in accordance with
    the laws of the State of New York, without reference to the
    principles of conflicts of laws, and to applicable Federal
    securities laws.




 


		
	    12. 	
    EFFECTIVE DATE, TERMINATION AND AMENDMENT




 


			
	 	    12.1 
	
    Effective Date; Shareholder
    Approval.  The Plan shall become effective
    following its adoption by the Board and its approval by the
    Company’s shareholders on the date of the 2010 Annual
    Meeting of Shareholders. The term of the Plan shall be ten
    (10) years from the date of such adoption by the Board,
    subject to Section 12.3 hereof.

	 
	 	    12.2 
	
    Amendment.  The Board may at any time
    and from time to time and in any respect, amend or modify the
    Plan; provided, however, that the Board may seek
    the approval of any amendment or modification by the
    Company’s shareholders to the extent it deems necessary or
    advisable in its sole discretion for purposes of compliance with
    Section 162(m) or Section 422 of the Code, the listing
    requirements of the New York Stock Exchange or other exchange or
    securities market or for any other purpose. No amendment or
    modification of the Plan shall adversely affect any Award
    theretofore granted without the consent of the Participant or
    the permitted transferee of the Award. Notwithstanding the
    foregoing and notwithstanding anything to the contrary in the
    Plan, the Board may amend the Plan and any outstanding Award
    Agreement solely to comply with any new regulations or other
    guidance from the Internal Revenue Service under
    Section 409A of the Code without the consent of the
    Participant or the permitted transferee of the Award.

	 
	 	    12.3 
	
    Termination.  The Plan shall terminate
    on February 21, 2020, which is the date immediately
    preceding the tenth anniversary of the date of the Plan’s
    adoption by the Board. The Board may, in its discretion and at
    any earlier date, terminate the Plan. Notwithstanding the
    foregoing, no termination of the Plan shall adversely affect any
    Award theretofore granted without the consent of the Participant
    or the permitted transferee of the Award.