Exhibit
4.4


 


CARDINAL
FINANCIAL CORPORATION


 


2002
EQUITY COMPENSATION PLAN


 


(as
amended and restated effective April 22, 2005)


 





















 


Table of Contents


 


	
  ARTICLE I DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.01.

  	
  Administrator

  	
   

  
	
  1.02.

  	
  Agreement

  	
   

  
	
  1.03.

  	
  Award

  	
   

  
	
  1.04.

  	
  Board

  	
   

  
	
  1.05.

  	
  Change in
  Control

  	
   

  
	
  1.06.

  	
  Change in
  Control Price

  	
   

  
	
  1.07.

  	
  Code

  	
   

  
	
  1.08.

  	
  Committee

  	
   

  
	
  1.09.

  	
  Common
  Stock

  	
   

  
	
  1.10.

  	
  Control
  Change Date

  	
   

  
	
  1.11.

  	
  Corporation

  	
   

  
	
  1.12.

  	
  Corresponding
  SAR

  	
   

  
	
  1.13.

  	
  Exchange
  Act

  	
   

  
	
  1.14.

  	
  Fair
  Market Value

  	
   

  
	
  1.15.

  	
  Incentive
  Stock Option

  	
   

  
	
  1.16.

  	
  Initial
  Value

  	
   

  
	
  1.17.

  	
  Non-Qualified
  Stock Option

  	
   

  
	
  1.18.

  	
  Option

  	
   

  
	
  1.19.

  	
  Participant

  	
   

  
	
  1.20.

  	
  Performance
  Shares

  	
   

  
	
  1.21.

  	
  Plan

  	
   

  
	
  1.22.

  	
  SAR

  	
   

  
	
  1.23.

  	
  Stock
  Award

  	
   

  
	
  1.24.

  	
  Stock Unit

  	
   

  
	
  1.25.

  	
  Subsidiary

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II PURPOSES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV ELIGIBILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V STOCK SUBJECT TO PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  5.01.

  	
  Shares
  Issued

  	
   

  
	
  5.02.

  	
  Aggregate
  Limit

  	
   

  
	
  5.03.

  	
  Reallocation
  of Shares

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI OPTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.01.

  	
  Award

  	
   

  



 


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  6.02.

  	
  Option
  Price

  	
   

  
	
  6.03.

  	
  Maximum
  Option Period

  	
   

  
	
  6.04.

  	
  Nontransferability

  	
   

  
	
  6.05.

  	
  Transferable
  Options

  	
   

  
	
  6.06.

  	
  Employee Status

  	
   

  
	
  6.07.

  	
  Exercise

  	
   

  
	
  6.08.

  	
  Payment

  	
   

  
	
  6.09.

  	
  Change in
  Control

  	
   

  
	
  6.10.

  	
  Shareholder
  Rights

  	
   

  
	
  6.11.

  	
  Disposition
  of Stock

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII SARS

  	
   

  
	
   

  	
   

  	
   

  
	
  7.01.

  	
  Award

  	
   

  
	
  7.02.

  	
  Maximum
  SAR Period

  	
   

  
	
  7.03.

  	
  Nontransferability

  	
   

  
	
  7.04.

  	
  Transferable
  SARs

  	
   

  
	
  7.05.

  	
  Exercise

  	
   

  
	
  7.06.

  	
  Change in
  Control

  	
   

  
	
  7.07.

  	
  Employee
  Status

  	
   

  
	
  7.08.

  	
  Settlement

  	
   

  
	
  7.09.

  	
  Shareholder
  Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII STOCK AWARDS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.01.

  	
  Award

  	
   

  
	
  8.02.

  	
  Vesting

  	
   

  
	
  8.03.

  	
  Employee
  Status

  	
   

  
	
  8.04.

  	
  Change in
  Control

  	
   

  
	
  8.05.

  	
  Shareholder
  Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX PERFORMANCE SHARE AWARDS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.01.

  	
  Award

  	
   

  
	
  9.02.

  	
  Earning
  the Award

  	
   

  
	
  9.03.

  	
  Payment

  	
   

  
	
  9.04.

  	
  Shareholder
  Rights

  	
   

  
	
  9.05.

  	
  Nontransferability

  	
   

  
	
  9.06.

  	
  Transferable
  Performance Shares

  	
   

  
	
  9.07.

  	
  Employee
  Status

  	
   

  
	
  9.08.

  	
  Change in
  Control

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X STOCK UNITS

  	
   

  
	
   

  	
   

  	
   

  
	
  10.01.

  	
  Award

  	
   

  



 


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  10.02.

  	
  Earning
  the Award

  	
   

  
	
  10.03.

  	
  Payment

  	
   

  
	
  10.04.

  	
  Nontransferability

  	
   

  
	
  10.05.

  	
  Shareholder
  Rights

  	
   

  
	
  10.06.

  	
  Change in
  Control

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI ADJUSTMENT UPON CHANGE IN
  COMMON STOCK

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII COMPLIANCE WITH LAW AND
  APPROVAL OF REGULATORY BODIES

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.01.

  	
  Effect on
  Employment and Service

  	
   

  
	
  13.02.

  	
  Unfunded
  Plan

  	
   

  
	
  13.03.

  	
  Rules of
  Construction

  	
   

  
	
  13.04.

  	
  Tax
  Withholding

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV AMENDMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV DURATION OF PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XVI EFFECTIVE DATE OF PLAN

  	
   

  



 


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ARTICLE I


DEFINITIONS


 


1.01.                     Administrator


 


Administrator means the Committee and any delegate of the Committee
that is appointed in accordance with Article III.  Notwithstanding the preceding sentence, “Administrator”
means the Board on any date on which there is not a Committee.


 


1.02.                     Agreement


 


Agreement means a written agreement (including any amendment or
supplement thereto) between the Corporation and a Participant specifying the
terms and conditions of an Award granted to such Participant.


 


1.03.                     Award


 


Award means an award of Performance Shares, a Stock Award, Stock Unit,
Option or SAR granted to a Participant.


 


1.04.                     Board


 


Board means the Board of Directors of the Corporation.


 


1.05.                     Change in Control


 


Change in Control means a
change in control of the Corporation of a nature that would be required to be
reported (assuming such event has not been previously reported) in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act (or a successor provision thereto), provided
that, without limitation, a Change in Control shall be deemed to have occurred
at such time after May 29, 2002 as (i) any “person”, within the
meaning of Section 14(d) of the Exchange Act, becomes the beneficial
owner, directly or indirectly, of securities of the Corporation representing
50% or more of the combined voting power of the Corporation’s then outstanding
securities, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors cease for any reason to constitute at least a majority thereof unless
the election or the nomination for election, by the Corporation’s shareholders,
of each new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of the
period.


 


1.06.                     Change in Control Price


 


Change in Control Price means
the higher of (i) the mean of the high and low trading prices for the
Corporation’s Common Stock on the Stock Exchange on the date of determination
of the Change in Control or (ii) the higher price per share actually paid
for the Common Stock in connection with the Change in Control of the
Corporation.


 


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1.07.                     Code


 


Code means the Internal Revenue Code of 1986, and any amendments
thereto.


 


1.08.                     Committee


 


Committee means the Compensation Committee of the Board.


 


1.09.                     Common Stock


 


Common Stock means the common stock of the Corporation.


 


1.10.                     Control Change Date


 


Control Change Date means the date on which a Change in Control
occurs.  If a Change in Control occurs on
account of a series of transactions, the Control Change Date is the date of the
last of such transactions.


 


1.11.                     Corporation


 


Corporation means Cardinal Financial Corporation.


 


1.12.                     Corresponding SAR


 


Corresponding SAR means an SAR that is granted in relation to a particular
Option and that can be exercised only upon the surrender to the Corporation,
unexercised, of that portion of the Option to which the SAR relates.


 


1.13.                     Exchange Act


 


Exchange Act means the Securities Exchange Act of 1934, as amended from
time to time.


 


1.14.                     Fair Market Value


 


Fair Market Value means, on any given date, the reported “closing”
price of a share of Common Stock on the NASDAQ National Market System or the
Principal Stock Exchange on which the Common Stock is traded, or if the Common
Stock was not so traded on such day, then on the next preceding day that the
Common Stock was so traded.


 


1.15.                     Incentive Stock Option


 


Incentive Stock Option means an Option which qualifies and is intended
to qualify as an Incentive Stock Option under Section 422 of the Code.


 


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1.16.                     Initial Value


 


Initial Value means, with respect to a Corresponding SAR, the Option
price per share of the related Option and, with respect to an SAR granted
independently of an Option, the price per share of Common Stock as determined
by the Administrator on the date of the grant; provided, however, that the
price per share of Common Stock encompassed by the grant of an SAR shall not be
less than the Fair Market Value on the date of grant.


 


1.17.                     Non-Qualified Stock Option


 


Non-Qualified Stock Option means an Option other than an Incentive
Stock Option.


 


1.18.                     Option


 


Option means a stock option that entitles the holder to purchase from
the Corporation a stated number of shares of Common Stock at the price set
forth in an Agreement.


 


1.19.                     Participant


 


Participant means a key employee of the
Corporation or a Subsidiary or a member of the Board or the board of directors
of a Subsidiary or a consultant to the Corporation or a Subsidiary who
satisfies the requirements of Article IV and is selected by the
Administrator to receive an Award.


 


1.20.                     Performance Shares


 


Performance Shares means an Award, in the amount determined by the
Administrator and specified in an Agreement, stated with reference to a
specified number of shares of Common Stock, that entitles the holder to receive
a payment for each specified share equal to the Fair Market Value of Common
Stock on the date of payment.  


 


1.21.                     Plan


 


Plan means the Cardinal Financial Corporation 2002 Equity Compensation
Plan.


 


1.22.                     SAR


 


SAR means a stock appreciation right that entitles the holder to
receive, with respect to each share of Common Stock encompassed by the exercise
of such SAR, the excess, if any, of the Fair Market Value at the time of
exercise over the Initial Value. 
References to “SARs” include both Corresponding SARs and SARs granted
independently of Options, unless the context requires otherwise.


 


1.23.                     Stock Award


 


Stock Award means Common Stock awarded to a Participant under Article VIII.


 


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1.24.                     Stock Unit


 


Stock Unit means an Award, in an amount determined by the Administrator
and specified in an Agreement, stated with reference to a specified number of
shares of Common Stock, that entitled the holder to receive a payment for each
Stock Unit equal to the Fair Market Value of a share of Common Stock on the
date of payment.


 


1.25.                     Subsidiary


 


Subsidiary means a Corporation or other business entity that the
Corporation directly or indirectly, through one or more intermediaries,
controls fifty percent (50%) or more of the voting equity of such corporation.


 


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ARTICLE II


PURPOSES


 


The Plan is intended to assist the Corporation and Subsidiaries in
recruiting and retaining individuals with ability and initiative by enabling
such persons to participate in the future success of the Corporation and its
Subsidiaries and to associate their interests with those of the Corporation and
its shareholders.  The Plan is intended
to permit the grant of Incentive Stock Options and Non-Qualified Stock Options,
and the grant of SARs, Stock Awards, Stock Units and Performance Shares.  No Option that is intended to be an Incentive
Stock Option shall be invalid for failure to qualify as an Incentive Stock
Option.  The proceeds received by the
Corporation from the sale of Common Stock pursuant to this Plan shall be used
for general corporate purposes.


 


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ARTICLE III


ADMINISTRATION


 


The Plan shall be administered by the Administrator.  The Administrator shall have authority to
grant Awards upon such terms (not inconsistent with the provisions of this
Plan), as the Administrator may consider appropriate.  Such terms may include conditions (in
addition to those contained in this Plan) on the exercisability of all or any
part of an Option or SAR or on the transferability or forfeitability of a Stock
Award or an award of Performance Shares or Stock Units, including by way of
example and not of limitation, requirements that the Participant complete a
specified period of employment or service with the Corporation or a Subsidiary,
requirements that the Corporation achieve a specified level of financial
performance or that the Corporation achieve a specified level of financial
return.  Notwithstanding any such
conditions, the Administrator may, in its discretion, accelerate the time at
which any Option or SAR may be exercised, or the time at which a Stock Award
may become transferable or nonforfeitable or both, or the time at which an
award of Performance Shares or Stock Units may be settled.  In addition, the Administrator shall have
complete authority to interpret all provisions of this Plan; to prescribe the
form of Agreements; to adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of this Plan.  The express grant in the Plan of any specific
power to the Administrator shall not be construed as limiting any power or
authority of the Administrator.  Any
decision made, or action taken, by the Administrator in connection with the
administration of this Plan shall be final and conclusive.  Neither the Administrator nor any member of
the Committee shall be liable for any act done in good faith with respect to
this Plan or any Agreement or Award.  All
expenses of administering this Plan shall be borne by the Corporation, a
Subsidiary or a combination thereof.


 


The Committee, in its discretion, may delegate to one or more officers
of the Corporation all or part of the Committee’s authority and duties with
respect to grants and awards to individuals who are not subject to the
reporting and other provisions of Section 16 of the Exchange Act.  The Committee may revoke or amend the terms
of a delegation at any time but such action shall not invalidate any prior
actions of the Committee’s delegate or delegates that were consistent with the
terms of the Plan.


 


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ARTICLE IV


ELIGIBILITY


 


Any key employee of the Corporation, any member of the Board, any
employee or director of a Subsidiary (including a corporation that becomes a
Subsidiary after the adoption of this Plan), or any consultant or advisor to
the Company or a Subsidiary is eligible to participate in this Plan if the
Administrator, in its sole discretion, determines that such person has
contributed or can be expected to contribute to the profits or growth of the
Corporation or a Subsidiary.


 


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ARTICLE V


STOCK SUBJECT TO PLAN


 


5.01.                     Shares Issued


 


Upon the award of shares of Common Stock pursuant to a Stock Award or
in settlement of an award of Stock Units or Performance Shares, the Corporation
may issue shares of Common Stock from its authorized but unissued Common
Stock.  Upon the exercise of any Option
or SAR the Corporation may deliver to the Participant (or the Participant’s
broker if the Participant so directs), shares of Common Stock from its
authorized but unissued Common Stock.


 


5.02.                     Aggregate Limit


 


The maximum aggregate number of shares of Common Stock that may be
issued under this Plan, pursuant to the exercise of SARs and Options, the grant
of Stock Awards and the settlement of Performance Shares or Stock Units is 1,970,000
shares.  The maximum aggregate number of
Shares that may be issued under this Plan as Options is 1,970,000.  The
maximum aggregate number of shares that may be issued under this Plan and the
maximum number of shares that may be issued pursuant to the exercise of Options
shall be subject to adjustment as provided in Article XI.


 


5.03.                     Reallocation of Shares


 


If an Option is terminated, in whole or in part, for any reason other
than its exercise or the exercise of a Corresponding SAR, the number of shares
of Common Stock allocated to the Option or portion thereof may be reallocated
to other Awards to be granted under this Plan. 
If an SAR is terminated, in whole or in part, for any reason other than
its exercise or the exercise of a related Option, the number of shares of
Common Stock allocated to the SAR or portion thereof may be reallocated to
other Awards to be granted under this Plan. 
If Stock Unit or an award of Performance Shares is terminated, in whole
or in part, the number of shares of Common Stock allocated to the Stock Unit or
Performance Shares, or portion thereof, may be reallocated to other Awards to
be granted under this Plan.  If a Stock
Award is forfeited or terminated, in whole or in part, for any reason, the
number of shares of Common Stock allocated to the Stock Award or portion
thereof may be reallocated to other Awards to be granted under this Plan.  If shares of Common Stock are surrendered or
withheld in satisfaction of tax withholding requirements the number of shares
surrendered or withheld may be reallocated to other Awards to be granted under
this Plan.


 


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ARTICLE VI


OPTIONS


 


6.01.                     Award


 


In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom an Option is to be granted and will
specify the number of shares of Common Stock covered by each such award.


 


6.02.                     Option Price


 


The price per share for Common Stock purchased on the exercise of an
Option shall be determined by the Administrator on the date of grant, but shall
not be less than the Fair Market Value on the date the Option is granted.  Except for an adjustment authorized under Article XII,
the Option price may not be reduced (by amendment or cancellation of the Option
or otherwise) after the date of grant.


 


6.03.                     Maximum Option Period


 


The maximum period in which an Option may be exercised shall be ten
years from the date such Option was granted. 
The terms of any Option may provide that it has a term that is less than
such maximum period.


 


6.04.                     Nontransferability


 


Except as provided in Section 6.05, each Option granted under this
Plan shall be nontransferable except by will or by the laws of descent and
distribution.  In the event of any
transfer of an Option (by the Participant or his transferee), the Option and
any Corresponding SAR that relates to such Option must be transferred to the
same person or persons or entity or entities. 
Except as provided in Section 6.05, during the lifetime of the
Participant to whom the Option is granted, the Option may be exercised only by
the Participant.  No right or interest of
a Participant in any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.


 


6.05.                     Transferable Options


 


Section 6.04 to the contrary
notwithstanding, and if the Agreement provides, a Non-Qualified Stock Option
may be transferred by a Participant to the Participant’s children,
grandchildren, spouse, one or more trusts for the benefit of such family
members or a partnership in which such family members are the only partners, on
such terms and conditions as may be permitted under Securities Exchange
Commission Rule 16b-3 as in effect from time to time.  The holder of an Option transferred pursuant
to this section shall be bound by the same terms and conditions that
governed the Option during the period that it was held by the Participant;
provided, however, that such transferee may not transfer the Option except by will
or the laws of descent and distribution. 
In the event of any transfer of an Option (by the Participant or his


 


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transferee),
the Option and any Corresponding SAR that relates to such Option must be transferred
to the same person or persons or entity or entities.


 


6.06.                     Employee Status


 


For purposes of determining the applicability of Section 422 of
the Code (relating to Incentive Stock Options), or in the event that the terms
of any Option provide that it may be exercised only during employment or
continued service or within a specified period of time after termination of
employment or service, the Administrator may decide to what extent leaves of
absence for governmental or military service, illness, temporary disability, or
other reasons shall not be deemed interruptions of continuous employment or
service.


 


6.07.                     Exercise


 


Subject to the provisions of this Plan and the applicable Agreement, an
Option may be exercised in whole at any time or in part from time to time at
such times and in compliance with such requirements as the Administrator shall
determine; provided, however, that Incentive Stock Options (granted under the
Plan and all plans of the Corporation and its Related Entities) may not be first
exercisable in a calendar year for stock having a Fair Market Value (determined
as of the date an Option is granted) exceeding the limit prescribed by Section 422(d) of
the Code.  An Option granted under this
Plan may be exercised with respect to any number of whole shares less than the
full number for which the Option could be exercised.  A partial exercise of an Option shall not
affect the right to exercise the Option from time to time in accordance with
this Plan and the applicable Agreement with respect to the remaining shares
subject to the Option.  The exercise of
an Option shall result in the termination of any Corresponding SAR to the
extent of the number of shares with respect to which the Option is exercised.


 


6.08.                     Payment


 


Unless otherwise provided by the Agreement, payment of the Option price
shall be made in cash or a cash equivalent acceptable to the
Administrator.  Subject to rules established
by the Administrator, payment of all or part of the Option price may be made
with shares of Common Stock which have been owned by the Participant for at
least six months and which have not been used for another Option exercise
during the prior six months.  If Common
Stock is used to pay all or part of the Option price, the sum of the cash and
cash equivalent and the Fair Market Value (determined as of the day preceding
the date of exercise) of the shares surrendered must not be less than the
Option price of the shares for which the Option is being exercised.


 


6.09.                     Change in Control


 


Section 6.07 to the contrary notwithstanding,
each outstanding Option shall be fully exercisable (in whole or in part at the
discretion of the holder) upon a Change in Control and in the discretion of the
Committee, (i) the Options shall be assumed, or an equivalent option substituted,
by any successor corporation to the Corporation, or (ii) the Corporation
shall make provisions for the Participant to exercise the Options for a minimum
of ten (10) days prior to the


 


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Change in Control as to all shares subject to the Options.  An Option that becomes exercisable pursuant
to this Section 6.09 shall remain exercisable thereafter in accordance
with the terms of the Agreement.


 


6.10.                     Shareholder Rights


 


No Participant shall have any rights as a
shareholder with respect to shares subject to his Option until the date of
exercise of such Option.


 


6.11.                     Disposition of Stock


 


A Participant shall notify the Corporation
of any sale or other disposition of Common Stock acquired pursuant to an Option
that was an Incentive Stock Option if such sale or disposition occurs (i) within
two years of the grant of an Option or (ii) within one year of the
issuance of the Common Stock to the Participant.  Such notice shall be in writing and directed
to the Secretary of the Corporation.


 


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ARTICLE VII


SARS


 


7.01.                     Award


 


In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom SARs are to be granted and will specify
the number of shares covered by each such award.  No Participant may be granted Corresponding
SARs (under all Incentive Stock Option plans of the Corporation and its
Affiliates) that are related to Incentive Stock Options which are first
exercisable in any calendar year for stock having an aggregate Fair Market
Value (determined as of the date the related Option is granted) that exceeds
the limit prescribed by Section 422(d) of the Code.


 


7.02.                     Maximum SAR Period


 


The maximum period in which an SAR may be exercised shall be ten years
from the date such SAR was granted.  The
terms of any SAR may provide that it has a term that is less than such maximum
period.


 


7.03.                     Nontransferability


 


Except as provided in Section 7.04, each SAR granted under this
Plan shall be nontransferable except by will or by the laws of descent and
distribution.  In the event of any such
transfer, a Corresponding SAR and the related Option must be transferred to the
same person or persons or entity or entities. 
Except as provided in Section 7.04, during the lifetime of the
Participant to whom the SAR is granted, the SAR may be exercised only by the
Participant.  No right or interest of a
Participant in any SAR shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.


 


7.04.                     Transferable SARs


 


Section 7.03 to the contrary
notwithstanding, if the Agreement provides, an SAR, other than a Corresponding
SAR that is related to an Incentive Stock Option, may be transferred by a
Participant to the Participant’s children, grandchildren, spouse, one or more
trusts for the benefit of such family members or a partnership in which such
family members are the only partners, on such terms and conditions as may be
permitted under Securities Exchange Commission Rule 16b-3 as in effect
from time to time.  The holder of an SAR
transferred pursuant to this section shall be bound by the same terms and
conditions that governed the SAR during the period that it was held by the
Participant; provided, however, that such transferee may not transfer the SAR
except by will or the laws of descent and distribution.  In the event of any transfer of a
Corresponding SAR (by the Participant or his transferee), the Corresponding SAR
and the related Option must be transferred to the same person or person or
entity or entities.


 


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7.05.                     Exercise


 


Subject to the provisions of this Plan and the applicable Agreement, an
SAR may be exercised in whole at any time or in part from time to time at such
times and in compliance with such requirements as the Administrator shall
determine; provided, however, that a Corresponding SAR that is related to an
Incentive Stock Option may be exercised only to the extent that the related
Option is exercisable and only when the Fair Market Value exceeds the option
price of the related Option.  An SAR
granted under this Plan may be exercised with respect to any number of whole
shares less than the full number for which the SAR could be exercised.  A partial exercise of an SAR shall not affect
the right to exercise the SAR from time to time in accordance with this Plan
and the applicable Agreement with respect to the remaining shares subject to
the SAR.  The exercise of a Corresponding
SAR shall result in the termination of the related Option to the extent of the
number of shares with respect to which the SAR is exercised.


 


7.06.                     Change in Control


 


Section 7.05 to the contrary notwithstanding, each outstanding SAR
shall be fully exercisable (in whole or in part at the discretion of the
holder) upon a Change in Control and (i) the Corporation shall make
payment to Participants with respect to SARs in cash in an amount equal to the
appreciation in value of the SAR from the Initial Value to the price as of the
date of the Change in Control; (ii) such cash payments to Participants
shall be due and payable, and shall be paid by the Corporation, immediately
upon the occurrence of such Change in Control; and (iii) after the payment
provided for in (ii) above, Participants shall have no further rights
under SARs outstanding at the time of such Change in Control.


 


7.07.                     Employee Status


 


If the terms of any SAR provide that it may be exercised only during
employment or continued service or within a specified period of time after termination
of employment or service, the Administrator may decide to what extent leaves of
absence for governmental or military service, illness, temporary disability or
other reasons shall not be deemed interruptions of continuous employment or
service.


 


7.08.                     Settlement


 


At the Administrator’s discretion, the amount payable as a result of
the exercise of an SAR may be settled in cash, Common Stock, or a combination
of cash and Common Stock.  No fractional
share will be deliverable upon the exercise of an SAR but a cash payment will
be made in lieu thereof.


 


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7.09.                     Shareholder Rights


 


No Participant shall, as a result of
receiving an SAR, have any rights as a shareholder of the Corporation until the
date that the SAR is exercised and then only to the extent that the SAR is
settled by the issuance of Common Stock.


 


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ARTICLE VIII


STOCK AWARDS


 


8.01.                     Award


 


In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom a Stock Award is to be made and will
specify the number of shares of Common Stock covered by each such award.


 


8.02.                     Vesting


 


The Administrator, on the date of the award, may prescribe that a
Participant’s rights in a Stock Award shall be forfeitable or otherwise
restricted for a period of time or subject to such conditions as may be set
forth in the Agreement.  By way of
example and not of limitation, the restrictions may postpone transferability of
the shares or may provide that the shares will be forfeited if the Participant
separates from the service of the Corporation and its Subsidiaries before the
expiration of a stated period or if the Corporation, a Subsidiary, the
Corporation and its Subsidiaries or the Participant fails to achieve stated
performance objectives.  The
Administrator, in its discretion, may waive the requirements for vesting or
transferability for all or part of the shares subject to a Stock Award in
connection with a Participant’s termination of employment or service.


 


8.03.                     Employee Status


 


In the event that the terms of any Stock Award provide that shares may
become transferable and nonforfeitable thereunder only after completion of a
specified period of employment or service, the Administrator may decide in each
case to what extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment or service.


 


8.04.                     Change in Control


 


Sections 8.02 and 8.03 to the contrary
notwithstanding, each outstanding Stock Award shall be transferable and
nonforfeitable upon a Change in Control, except that if, upon the advice of
counsel to the Corporation, shares of Common Stock cannot lawfully be issued
without restriction, then the Corporation shall make payment to Participants in
cash in an amount equal to the Change in Control Price of the Common Stock that
otherwise would have been issued; and (i) such cash payments to
Participants shall be due and payable, and shall be paid by the Corporation,
immediately upon the occurrence of such Change in Control; and (ii) after
the payment provided for in (i) above, Participants shall have no further
rights under Stock Awards outstanding at the time of such Change in Control of
the Corporation.


 


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8.05.                     Shareholder Rights


 


Prior to their forfeiture (in accordance with the applicable Agreement
and while the shares of Common Stock granted pursuant to the Stock Award may be
forfeited or are nontransferable), and if the Agreement so provides, a
Participant will have all the rights of a shareholder with respect to a Stock
Award, including the right to receive dividends and vote the shares; provided,
however, that during such period (i) a Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of shares of Common Stock
granted pursuant to a Stock Award, (ii) the Corporation shall retain
custody of the certificates evidencing shares of Common Stock granted pursuant
to a Stock Award, and (iii) the Participant will deliver to the
Corporation a stock power, endorsed in blank, with respect to each Stock
Award.  The limitations set forth in the
preceding sentence shall not apply after the shares of Common Stock granted
under the Stock Award are transferable and are no longer forfeitable.


 


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ARTICLE IX


PERFORMANCE SHARE AWARDS


 


9.01.                     Award


 


In accordance with the provisions of IV, the Administrator will
designate each individual to whom an Award of Performance Shares is to be made
and will specify the number of shares of Common Stock covered by each such
Award.


 


9.02.                     Earning the Award


 


The Administrator, on the date of the grant of an Award, shall
prescribe that the Performance Shares, or a portion thereof, will be earned,
and the Participant will be entitled to receive payment pursuant to the Award
of Performance Shares, only upon the satisfaction of performance objectives or
such other criteria as may be prescribed by the Administrator and set forth in
the Agreement. By way of example and not of limitation, the performance
objectives or other criteria may provide that the Performance Shares will be
earned only if the Participant remains in the employ or service of the
Corporation or a Subsidiary for a stated period or that the Corporation, a
Subsidiary, the Corporation and its Subsidiaries or the Participant achieve
stated objectives.  Notwithstanding the preceding
sentences of this Section 9.02, the Administrator, in its discretion, may
reduce the duration of the performance period and may adjust the performance
objectives for outstanding Performance Shares in connection with a Participant’s
termination of employment or service.


 


9.03.                     Payment


 


In the discretion of the Administrator, the amount payable when an
Award of Performance Shares is earned may be settled in cash, by the issuance
of Common Stock or a combination of cash and Common Stock.  A fractional share shall not be deliverable
when an Award of Performance Shares is earned, but a cash payment will be made
in lieu thereof.


 


9.04.                     Shareholder Rights


 


No Participant shall, as a result of
receiving an Award of Performance Shares, have any rights as a shareholder
until and to the extent that the Award of Performance Shares is earned and
settled by the issuance of Common Stock. 
After an Award of Performance Shares is earned, if settled completely or
partially in Common Stock, a Participant will have all the rights of a
shareholder with respect to such Common Stock.


 


9.05.                     Nontransferability


 


Except as provided in Section 9.06, Performance Shares granted
under this Plan shall be nontransferable except by will or by the laws of
descent and distribution.  No right or
interest of a Participant in any Performance Shares shall be liable for, or
subject to, any lien, obligation, or liability of such Participant.


 


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9.06.                     Transferable Performance Shares


 


Section 9.05 to the contrary
notwithstanding, if the Agreement provides, an Award of Performance Shares may
be transferred by a Participant to the Participant’s children, grandchildren,
spouse, one or more trusts for the benefit of such family members or a
partnership in which such family members are the only partners, on such terms
and conditions as may be permitted under Securities Exchange Commission Rule 16b-3
as in effect from time to time.  The
holder of Performance Shares transferred pursuant to this section shall be
bound by the same terms and conditions that governed the Performance Shares
during the period that they were held by the Participant; provided, however
that such transferee may not transfer Performance Shares except by will or the
laws of descent and distribution.


 


9.07.                     Employee Status


 


In the event that the terms of any Performance Share Award provide that
no payment will be made unless the Participant completes a stated period of
employment or service, the Administrator may decide to what extent leaves of
absence for government or military service, illness, temporary disability, or
other reasons shall not be deemed interruptions of continuous employment or
service.


 


9.08.                     Change in Control


 


Section 9.02 to the contrary notwithstanding, each outstanding
Performance Share Award shall be earned upon a Change in Control and
Participants shall be entitled to a pro-rata portion of their Performance Share
Award, calculated by multiplying the total Award by a fraction, the numerator
of which is the number of months elapsed in the performance period (as defined
in the Agreement) and the denominator of which is the total length of the
performance period defined in the Agreement. 
The amount payable for Performance Shares that are earned pursuant to
this Section 9.08 shall be settled in cash or Common Stock or a
combination of cash and Common Stock as determined by the Administrator in its
discretion as soon as practicable after the Change in Control Date.


 


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ARTICLE X


STOCK UNITS


 


10.01.              Award


 


In accordance with the provisions of Article IV, the Administrator
will designate individual to whom an Award of Stock Units is to be made and
will specify the number of Stock Units covered by such Awards.


 


10.02.              Earning the Award


 


The Administrator, on the date of grant of the Award, may prescribe
that the Stock Units  or a portion
thereof, will be earned only upon, and the Participant will be entitled to
receive a payment pursuant to the Award of Stock Units, only upon the
satisfaction of performance objectives or such other criteria as may be
prescribed by the Administrator and set forth in the Agreement.  By way of example and not of limitation, the
performance objectives or other criteria may provide that the Stock Units will
be earned only if the Participant remains in the employ or service of the
Corporation or a Subsidiary for a stated period or that the Corporation, a
Subsidiary, the Corporation and its Subsidiaries or the Participant achieve
stated objectives.  Notwithstanding the
preceding sentences of this Section 10.02, the Administrator, in its
discretion, may reduce the duration of the performance period and may adjust
the performance objectives for outstanding Stock Units in connection with a
Participant’s termination of employment or service.


 


10.03.              Payment


 


In accordance with the Agreement, the amount payable when an award of
Stock Units is earned may be settled in cash, Common Stock or a combination of
cash and Common Stock.  A fractional
share shall not be deliverable when an Award of Stock Units is earned, but a
cash payment will be made in lieu thereof.


 


10.04.              Nontransferability


 


A Participant may not sell, transfer, pledge, exchange, hypothecate, or
otherwise dispose of a Stock Unit Award other than by will or the laws of
descent and distribution.  The
limitations set forth in the preceding sentence shall not apply to Common Stock
issued as payment pursuant to a Stock Unit Award.


 


10.05.              Shareholder Rights


 


No Participant shall, as a result of receiving a Stock Unit Award, have
any rights as a shareholder of the Company or Subsidiary until and to the
extent that the Stock Units are earned and settled in shares of Common
Stock.  After Stock Units are earned and
settled in shares of Common Stock, a Participant will have all the rights of a
shareholder with respect to such shares.


 


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10.06.              Change in Control


 


Section 10.02 to the contrary notwithstanding, each Stock Unit
shall be earned in its entirety as of a Control Change Date without regard to whether
any condition to which the award is subject have been met.


 


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ARTICLE XI


ADJUSTMENT UPON CHANGE IN COMMON
STOCK


 


The maximum number of shares as to which Awards may be granted under
this Plan; and the terms of outstanding Awards; and the per individual
limitations on the number of shares of Common Stock for which Awards may be
granted shall be adjusted as the Committee shall determine to be equitably
required in the event that (a) the Corporation (i) effects one or
more stock dividends, stock split-ups, subdivisions or consolidations of shares
or (ii) engages in a transaction to which Section 424 of the Code
applies, (b) there occurs any other event which, in the judgment of the
Committee necessitates such action or (c) there is a Change in
Control.  Any determination made under
this Article XI by the Committee shall be final and conclusive.


 


The issuance by the Corporation of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of
rights or warrants to subscribe therefore, or upon conversion of shares or
obligations of the Corporation convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the maximum number of shares as to which Awards may be granted, the
per individual limitations on the number of shares of Common Stock for which
Awards may be granted or the terms of outstanding Awards.


 


The Committee may make Awards in substitution for performance shares,
phantom shares, stock awards, stock options, stock appreciation rights, or
similar awards held by an individual who becomes an employee of the Corporation
or a Subsidiary in connection with a transaction or event described in the
first paragraph of this Article XI. 
Notwithstanding any provision of the Plan (other than the limitation of Section 5.02),
the terms of such substituted  Awards
shall be as the Committee, in its discretion, determines is appropriate.


 


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ARTICLE XII


COMPLIANCE WITH LAW AND APPROVAL
OF REGULATORY BODIES


 


No Option or SAR shall be exercisable, no Common Stock shall be issued,
no certificates for shares of Common Stock shall be delivered, and no payment
shall be made under this Plan except in compliance with all applicable federal
and state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Corporation is a party, and
the rules of all domestic stock exchanges on which the Corporation’s
shares may be listed.  The Corporation
shall have the right to rely on an opinion of its counsel as to such
compliance.  Any share certificate issued
to evidence Common Stock when a Stock Award is granted, a Performance Share or
Stock Unit is settled or for which an Option or SAR is exercised may bear such
legends and statements as the Administrator may deem advisable to assure compliance
with federal and state laws and regulations. 
No Option or SAR shall be exercisable, no Stock Award, Stock Unit or
Performance Share shall be granted, no Common Stock shall be issued, no
certificate for shares shall be delivered, and no payment shall be made under
this Plan until the Corporation has obtained such consent or approval as the
Administrator may deem advisable from regulatory bodies having jurisdiction
over such matters.


 


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ARTICLE XIII


GENERAL PROVISIONS


 


13.01.              Effect on Employment and Service


 


Neither the adoption of this Plan, its operation, nor any documents
describing or referring to this Plan (or any part thereof), shall confer upon
any individual any right to continue in the employ or service of the
Corporation or a Subsidiary or in any way affect any right or power of the
Corporation or a Subsidiary to terminate the employment or service of any
individual at any time with or without assigning a reason therefore.


 


13.02.              Unfunded Plan


 


The Plan, insofar as it provides for grants, shall be unfunded, and the
Corporation shall not be required to segregate any assets that may at any time
be represented by grants under this Plan. 
Any liability of the Corporation to any person with respect to any grant
under this Plan shall be based solely upon any contractual obligations that may
be created pursuant to this Plan.  No
such obligation of the Corporation shall be deemed to be secured by any pledge
of, or other encumbrance on, any property of the Corporation.


 


13.03.              Rules of Construction


 


Headings are given to the articles and sections of this Plan solely as
a convenience to facilitate reference. 
The reference to any statute, regulation, or other provision of law
shall be construed to refer to any amendment to or successor of such provision
of law.


 


13.04.              Tax Withholding


 


Each Participant shall be responsible for satisfying any income and
employment tax withholding obligation attributable to participation in this
Plan.  In accordance with procedures
established by the Administrator, a Participant may surrender shares of Common
Stock, or receive fewer shares of Common Stock than otherwise would be
issuable, in satisfaction of all or part of that obligation.


 


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ARTICLE XIV


AMENDMENT


 


The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of
Common Stock that may be issued under the Plan (other than an adjustment
pursuant to Article XI) or (ii) the amendment changes the class of
individuals eligible to become Participants. 
No amendment shall, without a Participant’s consent, adversely affect
any rights of such Participant under any Award outstanding at the time such
amendment is made.


 


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ARTICLE XV


DURATION OF PLAN


 


No Awards may be granted under this Plan more than ten years after the
earlier of the date the Plan is adopted by the Board or the date that the Plan
is approved in accordance with Article XVI.  Awards granted before that date shall remain
valid in accordance with their terms.


 


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ARTICLE XVI


EFFECTIVE DATE OF PLAN


 


Options, SARs, Stock Units and Performance Shares may be granted under
this Plan upon its adoption by the Board, provided that no Option, SAR, Stock
Units or Performance Shares shall be effective or exercisable unless this Plan
is approved by a majority of the votes cast by the Corporation’s shareholders,
voting either in person or by proxy, at a duly held shareholders’ meeting at
which a quorum is present or by unanimous consent.  Stock Awards may be granted under this Plan,
upon the later of its adoption by the Board or its approval by shareholders in
accordance with the preceding sentence.


 


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