**EXHIBIT10(a)**

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10-10-2007

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**BEMIS COMPANY, INC.**

**2001 STOCK INCENTIVE PLAN**

(As Amended and Restated Effective January 1,2008)

 

1.                                      Purpose of Plan.

 

Under this Stock Incentive Plan (the “Plan”), theCompany may grant both Options and Equity Units to Employees andDirectors.  The Plan is designed toenable the Company and its Subsidiaries to attract, retain and motivateParticipants by providing them the opportunity to acquire equity ownership inthe Company.

 

2.                                      Definitions.

 

The following defined terms are used in this Plan:

 

2.1                                “Board” meansthe Board of Directors of the Company.

 

2.2                                “Broker ExerciseNotice” means a written notice pursuant to which a Participant, uponexercise of an Option, irrevocably instructs a broker or dealer to sell asufficient number of shares or loan a sufficient amount of money to pay all ora portion of the exercise price of the Option and/or any related withholdingtax obligations and remit such sums to the Company and directs the Company todeliver stock certificates to be issued upon such exercise directly to suchbroker or dealer.

 

2.3                                “Change of ControlEvent” means an event described in Section 10.1 (including a Code§409A Event as defined in Section 10.2).

 

2.4                                “Code” meansthe Internal Revenue Code of 1986, as amended.

 

2.5                                “Committee”means the compensation committee appointed under Section 3 to administerthe Plan.

 

2.6                                “Common Stock”means the common stock of the Company, par value $.10 per share, or the numberand kind of shares of stock or other securities into which such Common Stockmay be changed in accordance with Section 4.3.

 

2.7                                “Company” meansBemis Company, Inc., a Missouri corporation.

 

2.8                                “Control Group”means the Company and any trade or business under common control with theCompany within the meaning of Code §414(b) and (c).

 

2.9                              “Director”means a member of the Board.

 

2.10                          A Participant has a “Disability” if, byreason of any medically determinable physical or mental impairment that can beexpected to result in death or to last for a continuous period of at least 12months:

 

(a)                                 The Participant is unable to engage in anysubstantial gainful activity, or

 

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(b)                                TheParticipant has received income replacement benefits for a period of at leastthree months under a Participating Employer’s accident and health plan.

 

2.11                          “Early Retirement”of an Employee means early retirement under the Bemis Retirement Plan as ineffect from time to time.

 

2.12                        “Employee”means each employee of the Company or any Subsidiary.

 

2.13                        “Equity Unit”means a right granted to an Employee or Director to receive a payment from theCompany in the form of a share of Common Stock, subject to terms establishedunder Section 7.

 

2.14                          “Exchange Act”means the Securities Exchange Act of 1934, as amended.

 

2.15                        “Expiration Date”means the date an Option is scheduled to expire and no longer be exercisable.

 

2.16                          “Fair Market Value”of a share of Common Stock as of a particular day means the closing price of ashare of the Company’s Common Stock on the New York Stock Exchange on such day,or if no sale has been made on such exchange on such day, on the last precedingday on which any such sale was made.

 

2.17                          “Incentive StockOption” means a right to purchase Common Stock granted to an Employeepursuant to Section 6.1 that qualifies as an “incentive stock option”within the meaning of Code § 422.

 

2.18                          “Non-QualifiedStock Option” means a right to purchase Common Stock granted to an Employeeor Director pursuant to Section 6.1 or 6.2 that does not qualify as anIncentive Stock Option.

 

2.19                          “Normal Retirement”of an Employee means normal retirement under the Bemis Retirement Plan as ineffect from time to time.

 

2.20                          “Officer” meansan Employee who has been designated by the Board to serve as an executiveofficer of the Company.

 

2.21                          “Option” meansan Incentive Stock Option or a Non-Qualified Stock Option.

 

2.22                          “Participant”means an Employee or Director who has been designated as such.

 

2.23                          “Payment Date”is defined in Section 8.5.

 

2.24                        “Performance Period”means the period of time over which Equity Units are earned or become vested.

 

2.25                          “PreviouslyAcquired Shares” means shares of Common Stock that are already owned by aParticipant.

 

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2.26                          “Securities Act”means the Securities Act of 1933, as amended.

 

2.27                          “Separation fromService” is defined in applicable guidance under Code §409A, whichgenerally provides that:

 

(1)                                 a Participantwill be deemed to have a Separation from Service only if the Participant ceasesto perform any services for the Company and other members of the Control Group,or the Participant continues to provide only “insignificant” services;

 

(2)                                 service is “insignificant”if it is performed at a rate that is no more than 20% of the average level ofservices provided by the Participant for the preceding three full calendaryears;

 

(3)                                 abona fide leave of absence will not be considered a Separation from Service forthe first six months of such leave or until the Participant no longer has aright to reemployment by statute or contract, whichever is longer;

 

(4)                                 transferto an employer in which the Company or another member of the Control Group hasat least 50% ownership interest is not a Separation from Service; and

 

(5)                                 forpurposes of determining benefits earned by a Participant for service as aDirector, Separation from Service occurs when he or she ceases to be aDirector.

 

2.28                          “Subsidiary”means any entity that is directly or indirectly controlled by the Company orany entity in which the Company has a significant equity interest.

 

2.29                          “Year” meansthe 12-month period ending each December 31.

 

3.                                      Plan Administration.

 

The Plan shall be administered by the Board or by aCommittee appointed by the Board.  Anysuch Committee shall consist solely of not less than two members of the Boardwho are considered (i) non-employee directors within the meaning ofExchange Act Rule 16b-3 and (ii) outside directors within the meaningof Code § 162(m).  The Board or any suchCommittee shall have the following authority, subject to the terms of the Plan:

 

(a)                               To determine whichEmployees and Directors will be designated as Participants.

 

(b)                              To determine the termsof each Option including the number of shares of Common Stock subject to theOption, the exercise price, the terms under which the Option will vest orbecome exercisable, the Expiration Date of the Option, and the period of time(if any) following Separation from Service that the option may be exercised.

 

(c)                               To determine whetherthe Option will be granted as an Incentive Stock Option or as a Non-QualifiedStock Option, recognizing that Incentive Stock Options can be granted only toEmployees and not to non-employee Directors.

 

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(d)                              To determine the termsof each award of Equity Units, including any performance goals or otherrequirements that must be met for the underlying shares of Common Stock to bedistributed.

 

(e)                               Tomodify the terms of any outstanding Option or Equity Unit in any mannerpermitted by the Plan as then in effect, or to cancel the Option or EquityUnit, subject to the following:

 

(1)                               Subject to Section 4.3, outstanding Options granted under this Planshall not be repriced.

 

(2)                               Ifthe modification or cancellation adversely affects a Participant, it will notapply to that Participant without his or her consent, unless required by law ornecessary to avoid adverse tax treatment.

 

(f)                                 To delegate to one ormore Employees all or any part of its authority under the Plan with regard to granting and administeringOptions or Equity Units for persons who are not then subject to the reportingrequirements of Section 16 of the Exchange Act.  (However, Options or Equity Units so grantedgenerally will not qualify as “performance based compensation” for purposes ofCode § 162(m).)

 

(g)                              To exercisediscretionary authority to construe the terms of the Plan and to make alldecisions and interpretations necessary to operate the Plan.

 

4.                                      Shares Available forIssuance.

 

4.1                                Maximum Number ofShares Available.  Subject to adjustment asprovided in Section 4.3, the maximum number of shares of Common Stock thatwill be available for issuance under the Plan will be 2,500,000 shares ofCommon Stock in addition to any shares of Common Stock which, as of the datethe Plan is approved by the shareholders of the Company, are reserved forissuance under the Company’s 1994 Stock Incentive Plan and which are notthereafter issued.

 

4.2                                Accounting forIncentive Awards.  Shares of Common Stock that areissued under the Plan or are subject to outstanding Options or Equity Unitswill be applied to reduce the maximum number of shares of Common Stockremaining available for issuance under the Plan.  Any shares of Common Stock that are subjectto an Option or Equity Unit that lapses, expires, is forfeited or for anyreason is terminated unexercised or unvested will automatically again becomeavailable for issuance under the Plan. However, shares withheld for the purpose of paying applicablewithholding taxes will not again become available for issuance under the Plan.

 

4.3                                Adjustments.  In the event of any reorganization, merger,consolidation, recapitalization, liquidation, reclassification, stock dividend,stock split, combination of shares, rights offering, divestiture orextraordinary dividend (including a spin-off) or any other change in thecorporate structure or shares of the Company, the Committee (or, if the Companyis not the surviving corporation in any such transaction, the board ofdirectors of the surviving corporation) will make appropriate adjustment (whichdetermination will be conclusive) as to the number and kind of 

 

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securities availablefor issuance under the Plan and, in order to prevent dilution or enlargement ofthe rights of the Participants, the number, kind and, where applicable,exercise price of securities subject to outstanding Option or Equity Units.

 

5.                                      Participation.

 

The Board or Committee may designate any Employee orDirector as a Participant.

 

6.                                      Options.

 

6.1                                Grants to Employees.    The Board or Committee may grant Options toEmployees, subject to such terms and conditions, consistent with the otherprovisions of the Plan, as may be determined by the Board or Committee in itssole discretion.  The Board or Committeemay designate whether an Option is to be considered an Incentive Stock Optionor a Non-Qualified Stock Option.  Theaggregate number of shares on which Options may be granted to any one Employeeduring any calendar year may not exceed 25% of the total shares of Common Stockavailable for issuance under the Plan. If an Option granted to an Employee is canceled, said Option willnevertheless be included in applying said 25% limit.

 

6.2                                Grants to Non-EmployeeDirectors.  The Board may grantNon-Qualified Stock Options to Directors who are not Employees, subject to suchterms and conditions, consistent with the other provisions of the Plan, as maybe determined by the Board in its sole discretion.

 

6.3                                Exercise Price.  The per share price to be paid upon exerciseof an Option will be determined by the Board or Committee at the time of theOption grant.  The per share price to bepaid by a Participant upon exercise of an Option will not be less than 100% ofthe Fair Market Value of one share of Common Stock on the date of grant.

 

6.4                                Exercisability andDuration.  An Option will becomeexercisable at such times and in such installments as may be determined by theBoard or Committee at the time of grant. Unless otherwise determined by the Board or Committee at the time ofgrant, the Expiration Date of each Option will be 10 years from its date ofgrant.

 

6.5                                Payment of ExercisePrice.  The total purchase price of the shares to bepurchased upon exercise of an Option will be paid entirely in cash (includingcheck, bank draft or money order); provided, however, that the Board orCommittee may allow such payments to be made, in whole or in part, by tender ofa Broker Exercise Notice, Previously Acquired Shares, Attestation, or by acombination of such methods.  “Attestation”means delivery by a Participant to the Company of a written affidavit ofownership of Previously Acquired Shares having a Fair Market Value equal to theexercise price of the Option in lieu of actual delivery of such PreviouslyAcquired Shares.  Upon receipt of suchAttestation of Previously Acquired Shares, the Company shall deliver to theParticipant a stock certificate for the number of Option shares so exercised,minus the number of Previously Acquired Shares attested to in the writtenaffidavit, and minus any shares required to cover tax withholding obligations.

 

6.6                                Manner of Exercise.  An Option may be exercised by a Participantin whole or in part from time to time, subject to the conditions contained inthe Plan and in the agreement evidencing 

 

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such Option, by delivery in person, by facsimile orelectronic transmission or through the mail of written notice of exercise tothe Company (Attention:  Secretary) atits principal executive office in Neenah, Wisconsin and by paying in full thetotal exercise price for the shares of Common Stock to be purchased inaccordance with Section 6.5 of the Plan. The Board or Committee may permit a Participant to enter into a writtenplan pursuant to Exchange Act Rule 10b5-1 specifying the date or dates theParticipant’s Options will automatically be exercised.

 

7.                                      EquityUnits.

 

7.1                              Grants.  An Employee or Director may be granted one ormore Equity Units under the Plan, and such Equity Units will be subject to suchterms and conditions, consistent with the other provisions of the Plan, as maybe determined by the Board or Committee. The Board or Committee may impose such restrictions or conditions, notinconsistent with the provisions of the Plan, to the vesting of such EquityUnits as it deems appropriate, including, without limitation, that theParticipant remain in the continuous employ of the Company or any Subsidiaryuntil the end of the Performance Period established for said Equity Units orthat the Participant or the Company (or any Subsidiary or division thereof)satisfy certain performance goals or criteria during the Performance Period.

 

7.2                              Payments.  Upon satisfaction of any applicablerestrictions or conditions for payment, each Equity Unit will be payable in theform of a share of Common Stock (less any applicable tax withholding).  Payment with respect to an Equity Unit willoccur as soon as administratively feasible in the Year after the Year in whichthe Performance Period for the Equity Unit ends.  Each Equity Unit may (but is not required to)include the right to receive periodic payments from the Company equivalent tothe dividends paid on the underlying Common Stock.  Any such dividend equivalents will be paid asof the dates the dividends are paid.

 

7.3                              Holding RequirementApplicable to Grants Made to Officers After November 30, 2002.  Equity Units granted to Officers after November 30,2002 are subject to the holding requirement of this section.  Upon payment of such grants, half of the netshares issued after any required tax withholding must be held and may not betransferred by the officer for at least three years after the date anyapplicable restrictions or conditions for payment were satisfied.  The other half of the shares may be sold ortransferred immediately.  The Company mayadopt appropriate procedures to assure compliance with the holding requirement,such as placing a legend on the share certificates or retaining possession ofthe certificates until the three year holding period expires.  If an Officer has a Separation from Service,the holding requirement will no longer apply and the individual will be free tosell or transfer the shares.  The holdingrequirement does not apply to grants made to individuals who are not Officers,nor to grants made to Officers prior to December 1, 2002.

 

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8.                                      Effect of Separationfrom Service.

 

8.1                                Death or Disability.  If a Participant’s Separation from Serviceoccurs by reason of his or her death or Disability, then the provisions of (a) and(b) shall apply:

 

(a)                               Options outstanding atthe time of said Separation from Service will not expire as a result of saidSeparation from Service but rather will remain in effect for the remaining termof the Option.  However, the Committee inits sole discretion may provide at the time it grants an Option to aParticipant that the Option will expire not later than a fixed period of timeafter the Participant’s Separation from Service.

 

(b)                                All Equity Units thenheld by the Participant will vest.  TheCompany will transfer to the Participant (or to the beneficiary, legalrepresentative, heir, or legatee of a deceased Participant) a number of sharesof Common Stock equal to the number of the Participant’s outstanding EquityUnits, reduced as provided in Section 9 to cover any applicablewithholding taxes.  Said transfer shalloccur as of a date or dates determined by the Committee which shall not belater than December 31 of the Year in which the Participant died or wasdetermined to have a Disability. However, as permitted by Code §409A, in cases where a Participant’s death or Disability occurred inOctober, November, or December, payment shall be considered timely if made bythe fifteenth day of the third month after the month in which the Participantdied or was determined to have a Disability.

 

8.2                                Separation fromService After Attaining Applicable Age.  If aParticipant’s Separation from Service occurs after he or she has attained theapplicable age specified in (a) and for a reason other than theParticipant’s death or Disability, then the provisions of (a) through (e) shallapply:

 

(a)                                 The “applicable age”for purposes of this section is:

 

(1)                                 For any Participantwho is an Officer, the applicable age is 60 with respect to Options and 55 withrespect to Equity Units.

 

(2)                                 For any Participantwho is an Employee but not an Officer, the applicable age is 65.

 

(b)                                Optionsoutstanding at the time of said Separation from Service will not expire as aresult of said Separation from Service but rather will vest and remain ineffect for the remaining term of the Option. However, the Committee in its sole discretion may provide at the time itgrants an Option to a Participant that the Option will expire not later than afixed period of time after the Participant’s Separation from Service.

 

(c)                                 A fraction ofeach outstanding grant of Equity Units will be vested.  The fraction of a grant that will be vestedis the number of Equity Units in that grant, multiplied by a fraction (i) thenumerator of which is the number of months from the beginning of thePerformance Period for that grant through the month in which the Participant’sSeparation from Service occurred and (ii) the denominator of which is thetotal number of months in said Performance Period.  Except as otherwise provided by theCommittee, any Equity Units which are not vested will be forfeited.

 

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(d)                                However, if aParticipant meets all three of the following requirements, all Equity Unitswill be vested and none will be forfeited:

 

(1)                                 The Participantis 60 or older on the date of his or her Separation from Service;

 

(2)                                 The Participantwas born on or before January 1, 1954; and

 

(3)                                 The Participantwas elected as an Officer prior to January 1, 2007.

 

(e)                                 TheCompany will transfer to the Participant a number of shares of Common Stockequal to the number of the Participant’s vested Equity Units (determined asprovided in (c) or (d), whichever is applicable, less any shares withheldto cover taxes.  Said transfer shalloccur as of a date or dates determined by the Committee which shall not beearlier than the Participant’s Payment Date and shall not be later than December 31of the Year in which the Participant’s Payment Date occurred.  However, as permitted by Code §409A, if aParticipant’s Payment Date occurs during October, November, or December,payment shall be considered timely if made by the fifteenth day of the thirdmonth after the month in which the Participant’s Payment Date occurred.

 

8.3                                Other Separation fromService.  If a Participant’s Separation from Serviceoccurs under circumstances not covered by sections 8.1 and 8.2 (i.e. not due todeath or Disability and before the applicable age specified in section 8.2(a)),then the provisions of (a) through (c) shall apply:

 

(a)                                 If theSeparation from Service is not for “cause”, (i) Options held by theParticipant which are exercisable as of the date of Separation from Servicewill remain exercisable for a period of three months after such separation (butin no event after the expiration date of any such options), and (ii) Optionswhich are not yet exercisable as of the date of the Separation from Servicewill be forfeited immediately.  If theSeparation from Service is for “cause”, all options will be forfeitedimmediately upon Separation from Service, regardless of whether they were thenexercisable.

 

(b)                                All EquityUnits then outstanding will be forfeited, and no payment will be made withrespect thereto.  However, if theSeparation from Service is not for “cause”, the Committee may, in its solediscretion, provide for vesting and payment with respect to all or a portion ofthe outstanding Equity Units.  Any suchpayment shall occur as of a date determined by the Committee which shall not beearlier than the Participant’s Payment Date and shall not be later than December 31of the Year in which the Participant’s Payment Date occurred.  However, as permitted by Code  §409A, if a Participant’s Payment Date occursduring October, November, or December, payment shall be considered timely ifmade by the fifteenth day of the third month after the month in which thePayment Date occurred.

 

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When such a payment occurs,the Participant will receive one share of Common Stock for each vested EquityUnit, less any applicable withholding taxes. The Committee’s decision with respect to such payment will be not bebinding or precedential with regard to subsequent Separations from Service byother Participants.  The Committee maydelegate its authority under this paragraph to the Company’s chief executiveofficer.  If the Separation from Serviceis for “cause”, then any outstanding Equity Units will be forfeited immediatelyand are not subject to discretionary payout.

 

(c)           For purposes of thissection, the existence of “cause” will be determined by the Committee byreference to any employment or other agreement or policy applicable to theParticipant.  In addition, the Committeemay determine any of the following to constitute “cause”:   (i) dishonesty, fraud,misrepresentation, embezzlement or deliberate injury or attempted injury,in  each case related to the Company orany Subsidiary, (ii) any unlawful or criminal activity of a seriousnature, (iii) any intentional and deliberate breach of a duty or dutiesthat, individually or in the aggregate, are material in relation to theParticipant’s overall duties, or (iv) any material breach of any employment,service, confidentiality or noncompete agreement entered into with the Companyor any Subsidiary.

 

8.4           Breach ofConfidentiality or Noncompete Agreements. Notwithstanding anything in the Plan to the contrary, in the event thata Participant materially breaches the terms of any confidentiality ornoncompete agreement entered into with the Company or any Subsidiary, whethersuch breach occurs before or after such Participant’s Separation from Service,the Committee in its sole discretion may immediately terminate all rights ofthe Participant under the Plan and any agreements evidencing an Option orEquity Unit grant then held by the Participant without notice of any kind.

 

8.5           Payment Date.  A Participant’s “Payment Date” is the firstday of the seventh month after the month in which the Participant’s Separationfrom Service occurred.  For example, if aParticipant’s  Separation from Serviceoccurs on May 15, 2007 her Payment Date is December 1, 2007, andpayment must occur on or after December 1, 2007 and on or before March 15,2008.  If another Participant’sSeparation from Service occurs January 31, 2008, his Payment Date is August 1,2008 and payment must occur on or after August 1, 2008 and on or before December 31,2008.

 

8.6           Non-Employee Directors.  Sections 8.1 through 8.5 are not applicableto Options or Equity Units granted to Directors who are not Employees.  If such an individual has a Separation fromService (i.e. ceases to be a Director):

 

(a)           He or she may exercise any outstanding Optionswithin 12 months after ceasing to be a Director (or within such other period asapproved by the Board or Committee at the time the Options were granted).

 

(b)           All Equity Units then held by the Participant willvest.  The Company will transfer to theParticipant a number of shares of Common Stock equal to the number of theParticipant’s outstanding Equity Units. Said transfer shall occur as of a date or dates 

 

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determinedby the Company which shall not be later than December 31 of the Year inwhich the Participant ceased to be a Director. However, as permitted by Code §409A, if a Participant’s Separation fromService occurs during October, November, or December, payment shall beconsidered timely if made by the fifteenth day of the third month after themonth in which the Participant ceased to be a Director.

 

8.7           Options NotExercisable After Expiration Date. Notwithstanding any provisions of this Section 8 to the contrary,no Option will be exercisable after its Expiration Date.

 

8.8           Provisions ApplicableIf a Participant’s Employer Ceases to be a Subsidiary.  For purposes of sections 8.2 and 8.3, if aParticipant’s employer ceases to be a Subsidiary of the Company due to a saleof stock which qualifies as a change of control for purposes of Code §409A, andthe Participant remains an employee of that employer, the Participant will beconsidered to have a separation from service as of the date the employer ceasesto be a Subsidiary.  The precedingsentence does not apply if, at the time the employer ceases to be a Subsidiary,the Participant transfers to employment with the Company or another Subsidiary.

 

9.             Payment of Withholding Taxes.

 

9.1           General Rules.  TheCompany is entitled to (b) withhold and deduct from future wages of theParticipant (or from other amounts that may be due and owing to the Participantfrom the Company or a Subsidiary), or make other arrangements for thecollection of, all legally required amounts necessary to satisfy any and all federal,state and local withholding and employment-related tax requirementsattributable to an Option or Equity Unit, including, without limitation, thegrant, exercise or vesting of, or payment of dividends with respect to, anEquity Unit or a disqualifying disposition of stock received upon exercise ofan Incentive Stock Option, or (c) require the Participant promptly toremit the amount of such withholding to the Company before taking any action,including issuing any shares of Common Stock, with respect to the Option orEquity Unit.

 

9.2           Special Rules.  The Committee may, in its sole discretion andupon terms and conditions established by the Committee, permit or require aParticipant to satisfy, in whole or in part, any withholding oremployment-related tax obligation described in Section 9.1 of the Plan byelecting to tender Previously Acquired Shares (including but not limited to theShares the acquisition of which triggered the tax obligation), by withholdingshares of Common Stock payable to the Participant under this Plan, or bypayments made pursuant to a Broker Exercise Notice, or by a combination of suchmethods.

 

10.           Change of ControlEvent.

 

10.1         Change of ControlEvent.  A “Change of Control Event” shall be deemedto have occurred if any of the following occurs:

 

(a)           Any “Person” (asdefined in Section 13(d) of the Exchange Act) acquires or becomes abeneficial owner (as defined in Exchange Act Rule 13d-3), directly orindirectly, of securities of the Company representing 30% or more of the combinedvoting power of the Company’s then outstanding securities entitled to votegenerally in the election of directors (Voting Securities) or 30% or more ofthe outstanding shares of Common 

 

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Stock; provided,however, that the following shall not constitute a “Change of Control Event”:

 

(1)           any acquisition or beneficial ownership by theCompany or a Subsidiary;

 

(2)           any acquisition or beneficial ownership by anyemployee benefit plan (or related trust) sponsored or maintained by the Companyor a Subsidiary;

 

(3)           any transaction immediately following which morethan 70% respectively, of (i) the combined voting power of the Company’sVoting Securities and (ii) the Common Stock is then beneficially owned,directly or indirectly, by all or substantially all of the persons whobeneficially owned Voting Securities and Common Stock immediately prior to suchtransaction in substantially the same proportions as their ownershipimmediately prior to such acquisition;

 

(b)           Continuing Directorsdo not constitute a majority of the members of the Board;

 

(c)           Consummation of areorganization, merger or consolidation of the Company (other than a merger orconsolidation with a subsidiary of the Company), unless immediately followingsuch reorganization, merger or consolidation, all or substantially all of thepersons who were the beneficial owners, respectively, of Voting Securities andCommon Stock immediately prior to such reorganization, merger or consolidationbeneficially own, directly or indirectly, more than 70% respectively of (i) thecombined voting power of the then outstanding Voting Securities and (ii) thethen outstanding shares of Common Stock of the corporation resulting from suchreorganization, merger or consolidation in substantially the same proportionsas their ownership of the Voting Securities and Common Stock as the case maybe, immediately prior to such reorganization, merger or consolidation;

 

(d)           Approval by theshareholders of the Company of a complete liquidation or dissolution of theCompany or the sale or other disposition of all or substantially all of theassets of the Company (in one or a series of transactions), other than to acorporation with respect to which, immediately following such sale or otherdisposition, more than 70%, respectively, of (i) the combined voting powerof the then outstanding Voting Securities and (ii) the then outstandingshares of Common Stock of such corporation is then beneficially owned, directlyor indirectly, by all or substantially all of the persons who were thebeneficial owners respectively of the Voting Securities and Common Stockimmediately prior to such sale or other disposition in substantially the sameproportions as their ownership of the Voting Securities and Common Stock, asthe case may be, immediately prior to such sale or other disposition;

 

(e)           The Company entersinto a letter of intent, an agreement in principle or a definitive agreementrelating to a “Change in Control Event” described in (a), (b), (c) or (d) thatultimately results in such a “Change of Control Event”, or a tender or exchangeoffer or proxy contest is commenced which ultimately results in such a “Changein Control Event”.

 

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Notwithstanding anything stated above, a “Change ofControl Event” shall not be deemed to occur with respect to a Participant ifthe acquisition or beneficial ownership of the 30% or greater interest referredto in (a) is by the Participant or by a group, acting in concert, thatincludes the Participant or a majority of the then combined voting power of thethen outstanding Voting Securities (or voting equity interests) of thesurviving corporation or of any corporation (or other entity) acquiring all orsubstantially all of the assets of the Company shall, immediately after areorganization, merger, consolidation or disposition of assets referred to in (c) or(d), be beneficially owned, directly or indirectly, by the Participant or by agroup, acting in concert, that includes the Participant

 

10.2         Code §409A Event.  A “Code §409A Event” is a Change of ControlEvent (as defined in section 10.1) that qualifies as a change in control eventfor purposes of Code §409A and any applicable regulations.

 

10.3         Continuing Directors.  Continuing Directors means:

 

(a)           individuals who, on January 1,2001, are Directors;

 

(b)           individuals elected asDirectors after January 1, 2001 for whose election proxies are solicitedby the Board; or

 

(c)           individuals elected orappointed by the Board to fill vacancies on the Board caused by death orresignation (but not by removal) or to fill newly-created directorships,provided that a Continuing Director shall not include an individual whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the threatened election or removal ofdirectors (or other actual or threatened solicitation of proxies or consents)by or on behalf of any person other than the Board.

 

10.4         Acceleration of Vesting.  If a Change of Control Event occurs, (a) allOptions will become immediately exercisable in full and will remain exercisablefor the remainder of their terms, regardless of whether the Participants towhom such Options have been granted remain in the employ or service of theCompany or any Subsidiary; and (b) all Equity Units then held byParticipants will vest and be payable as follows:

 

(a)           If the Change of ControlEvent qualifies as a Code §409A Event, all Equity Units then held byParticipants will vest and be payable immediately.

 

(b)           If the Change ofControl Event does not qualify as a Code §409A Event:

 

(1)           All Equity Units which would not have been vestedimmediately before the Change of Control Event if the Participant then had aSeparation from Service will vest and be paid as soon as administrativelyfeasible during the year in which the Change of Control Event occurred.

 

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(2)           All Equity Units which would have been vestedimmediately before the Change of Control Event if the Participant then had aSeparation from Service will vest and will be paid as of whichever of thefollowing dates is earlier:

 

(A)          As soon as administratively feasible in the Year afterthe Year in which the Performance Period for the Equity Unit ends.

 

(B)           During the seventh month after the month in which theParticipant’s Separation from Service occurs.

 

10.5         Cash Payment.  If a Code §409A Event occurs, then the Boardor Committee may, without the consent of any Participant affected thereby,terminate the Plan and all substantially similar plans.  Upon such termination, all Participants willreceive the following amounts as payment for their outstanding Options orEquity Units:

 

(a)           With respect to theshares of Common Stock subject to Options, as of the effective date of any suchChange of Control Event, cash in an amount equal to the excess of the FairMarket Value of such shares immediately prior to the effective date of suchChange of Control Event over the exercise price per share of such Option.

 

(b)           With respect to theEquity Units, cash in an amount equal to the Fair Market Value (determinedimmediately prior to the effective date of the Change of Control Event), of theshares of Common Stock represented by such Equity Units.

 

# Any such termination must occur during the 1 month period preceding orthe 12 month period following the Code §409A Event.  The cash payments must be completed within 12months after the Plan is terminated.

 

10.6         Gross-Up for Change ofControl Payments.  If, with respect to aParticipant, the acceleration of the vesting of an Option or Equity Unit asprovided in Section 10.4 (which acceleration could be deemed a “Payment”within the meaning of Code § 280G(b)(2)) or the payment of cash in exchange forall or part of an Option or Equity Unit as provided in Section 10.5,together with any other payments which such Participant has the right toreceive from the Company or any corporation that is a member of an “affiliatedgroup” (as defined in Code § 1504(a) without regard to Code § 1504(b)) ofwhich the Company is a member, would constitute an “excess parachute payment”(as defined in Code § 280G(b)(1)), and therefore be subject to the excise taximposed under Code § 4999, then the Participant shall be entitled to receive anadditional cash payment from the Company in an amount such that the Participantwould be in the same financial position as if there were no excise tax imposedon such payments.  That is, if any amountpaid pursuant to this Plan is subject to the excise tax imposed by Code § 4999,the Company shall pay the Participant an additional amount such that, afterpayment by the Participant of all income taxes and excise taxes imposed uponsuch additional payment, the Participant will retain a portion of theadditional payment equal to the excise tax. For this purpose, the Company shall assume that the Participant’s incomeis taxed at the highest federal and state marginal rate then in effect.

 

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11.           Rights of EligibleRecipients and Participants; Transferability.

 

11.1         Employment.  Nothing in the Plan will interfere with orlimit in any way the right of the Company or any Subsidiary to terminate theemployment of any Employee or Participant at any time, nor confer upon anyEmployee or Participant any right to continue in the employ of the Company orany Subsidiary.

 

11.2         Rights as aShareholder.  As a holder of Options orEquity Units, a Participant will have no rights as a shareholder unless and untilthe Options are exercised or the Equity Units are paid in the form of CommonStock.  However, as part of any grant ofEquity Units, the Board or Committee may provide that a Participant will beentitled to receive cash distributions equivalent to the dividends paid fromtime to time on the Common Stock underlying such Units.

 

11.3         Restrictions onTransfer.  Any Option or Equity Unitgranted under this Plan shall by its terms be non-transferable by the granteeother than by will or the laws of descent and distribution and shall beexercisable during the grantee’s lifetime only by the grantee or by the grantee’sguardian or legal representative, except that a Non-Qualified Stock Option may,if the Option Agreement so provides, also be transferable to members of thegrantee’s immediate family, to a partnership whose members are only theoptionee and/or members of the grantee’s immediate family, or to a trust forthe benefit of only the grantee and/or members of the grantee’s immediatefamily.  “Immediate Family” for purposesof this section includes only the grantee’s spouse, parents, children, andother direct descendants of the grantee and his or her spouse (includingchildren and other descendants by adoption).

 

11.4         Non-Exclusivity of thePlan.  Nothing contained in the Plan is intended tomodify or rescind any previously approved compensation plans or programs of theCompany or create any limitations on the power or authority of the Board toadopt such additional or other compensation arrangements as the Board may deemnecessary or desirable.

 

12.           Securities Law andOther Restrictions.

 

Notwithstanding anyother provision of the Plan or any agreements entered into pursuant to thePlan, the Company will not be required to issue any shares of Common Stockunder this Plan, and a Participant may not sell, assign, transfer or otherwisedispose of shares of Common Stock issued pursuant to the Plan, unless (a) thereis in effect with respect to such shares a registration statement under theSecurities Act and any applicable state securities laws or an exemption fromsuch registration under the Securities Act and applicable state securitieslaws, and (b) there has been obtained any other consent, approval orpermit from any other regulatory body which the Committee, in its solediscretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon thereceipt of any representations or agreements from the parties involved, and theplacement of any legends on certificates representing shares of Common Stock,as may be deemed necessary or advisable by the Company in order to comply withsuch securities law or other restrictions.

 

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13.           Plan Amendment,Modification and Termination

 

The Board may suspendor terminate the Plan or any portion thereof at any time, and may amend thePlan from time to time in such respects as the Board may deem advisable.  However, no amendments to the Plan will be effectivewithout approval of the stockholders of the Company if stockholder approval ofthe amendment is then required pursuant to Code § 422 or the rules of theNew York Stock Exchange.  No termination,suspension or amendment of the Plan may adversely affect any outstanding awardwithout the consent of the affected Participant; provided, however, that thissentence will not impair the right of the Committee to take whatever action itdeems appropriate under Sections 4.3 and 10.4.

 

14.           Effective Date andDuration of the Plan

 

The Plan is effectiveas of January 1, 2001.  However, noOptions will be granted prior to the date the Plan is approved by the Company’sshareholders, and any Equity Units granted prior to the Company’s 2001 annualmeeting will be cancelled if the shareholders fail to approve the Plan at thatmeeting.  The Plan will terminate atmidnight on December 31, 2010, and may be terminated prior to such time toby Board action, and no Options or Equity Units will be granted after suchtermination.  Awards outstanding upontermination of the Plan may continue to be exercised, or become free ofrestrictions, in accordance with their terms.

 

15.           Miscellaneous

 

15.1         Governing Law.  The Plan will be construed in accordance withthe laws of Missouri.

 

15.2         Successors and Assigns.  The Plan will be binding upon and inure tothe benefit of the successors and permitted assigns of the Company and theParticipants.

 

15.3         Code §409A.  The Plan is intended to satisfy allapplicable requirements of Code §409A and will be construed in light of thatintent.  The Committee may modify thePlan and Options or Equity Units granted pursuant to the Plan to the extent theCommittee deems necessary to comply with Code §409A, even if such modificationsadversely affect outstanding Options and Equity Units, provided the Committeedetermines that such modifications are necessary to avoid adverse taxconsequences.

 
|   | APPROVED IN BEHALF OF THE COMPANY                                                                                                                                                                                                                                                                            |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                         |
|   | By:                                                                                                                                                                                                                                                                                                          |   |
|   |                                                                                                                                                                                                                                                                                                         |   E. H. Seashore, Vice President |
|   |                                                                                                                                                                                                                                                                                                         |   |   |
|   | Date Signed:                                                ,2008 |

 

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