**EXHIBIT 10.5**

**1999 LONG-TERM INCENTIVE PLAN**

**OF**

**D&E COMMUNICATIONS, INC.**

**ARTICLE I.**

**GENERAL PROVISIONS**

1.1 PURPOSES 

The purposes of the 1999 Long-Term Incentive Plan (the “Plan”) are to advance the long-term success of D&E Communications, Inc. (the“Company” or “D&E”), and to increase shareholder value by providing the incentive of long-term stock-based rewards to officers, directors and key employees. The Plan is designed to: (1) encourage stock ownership byParticipants to further align their interest in increasing the value of the Company, (2) ensure that compensation practices are competitive in the industry and (3) to assist in the attraction and retention of key employees vital to theCompany’s success. 

1.2 DEFINITIONS 

Forthe purpose of the Plan, the following terms shall have the meanings indicated: 

(a) “Board” means the Board of Directors of theCompany. 

(b) “Cash Incentive Awards” means a right to receive a cash payment pursuant to any award made pursuant to Article VIIhereof. 

(c) “Change in Control” means a situation where: (1) any person acquires beneficial ownership of 20 percent or moreof the then outstanding voting stock of the Company and within five years thereafter a change in the composition of the Board occurs such that the existing members and their approved successors do not constitute a majority of the Board; (2) amerger or consolidation involving the Company occurs that results in the holders of the Company’s voting securities immediately prior to such merger or consolidation holding less than 66 2/3% of the voting securities of the resulting entity; or(3) a liquidation or dissolution of the Company or sale of all or substantially all of the Company’s assets occurs which, in either case, is approved by the shareholders. 

(d) “Code” means the Internal Revenue Code of 1986, as amended, including any successor law thereto. 

(e) “Committee” means the Compensation Committee of the Board or the full Board, as the case may be. 

(f) “Common Stock” means the Common Stock of the Company, par value $.16 per share. 

(g) “Company,” means D&E Communications, Inc. and solely for purposes of determining(i) eligibility for participation in the Plan, (ii) employment, and (iii) the establishment of performance goals, shall include any corporation, partnership, or other organization of which D&E owns or controls, directly orindirectly, not less than 50 percent of the total combined voting power of all classes of stock or other equity interests. For purposes of this Plan, the terms “D&E” and “Company” shall include any successor to D&ECommunications, Inc. 

(h) “Disability” means total and permanent disability within the meaning of Section 22(e)(3) of theCode. 

(i) “Dividend Equivalent” means an amount equal to the cash dividend paid on one share of Common Stock for each PerformanceRestricted Share granted during the Performance Period. All Dividend Equivalents will be reinvested in Performance Restricted Shares at a purchase price equal to the Fair Market Value on the dividend date. 

(j) “Employee or employment” means with respect to any Non-Employee Director (as defined herein), service on the Board. 

(k) “Fair Market Value” means as of any date: (i) the average of the closing bid and asked prices on such date of the Common Stock asquoted by NASDAQ; or (ii), as the case may be, the last reported sales price of the Common Stock on such date as reported by the NASDAQ National Market or the principal national securities exchange on which such stock is listed and traded, or ineach such case where there is no trading on such date, on the first previous date on which there is such trading. 

(l) “Incentive StockOption” means a Stock Option which meets the definition under Section 422 of the Code. 

(m) “Non-Employee Director”means a member of the Board who is not an employee of the Company. 

(n) “Nonstatutory Stock Option” means a Stock Option whichdoes not meet the definition of an Incentive Stock Option. 

(o) “Participant” means any officer, director or key employee who hasmet the eligibility requirements set forth in Section 1.6 hereof and to whom a grant has been made and is outstanding under the Plan. 

(p) “Performance Measures” shall mean the Performance Measures described in Section 4.4 of the Plan. 

(q)“Performance Period” means, in relation to Performance Restricted Shares or Cash Incentive Awards, any period for which performance goals have been established. 

(r) “Performance Restricted Share” means a right granted to a Participant pursuant to Article IV. 

 

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(s) “Restricted Stock Award” means an award of Common Stock granted to a Participant pursuantto Article V which is subject to a Restriction Period. 

(t) “Restriction Period” means in relation to Restricted Stock Awards, theperiod of time (if any) during which (i) such shares are subject to forfeiture pursuant to the Plan and (ii) such shares may not be sold, assigned, transferred, pledged or otherwise disposed of by the Participant. 

(u) “Retirement” means termination from employment with the Company after the Participant has attained age 55 and has completed a minimum offive years of service with the Company or termination of employment under circumstances which the Committee deems equivalent to retirement. 

(v) “Stock Appreciation Right” means a right granted to a Participant pursuant to Article III to surrender to the Company all or any portion of the related Stock Option and to receive in cash or in shares of Common Stock an amountequal to the excess of the Fair Market Value over the option price on the date of such exercise. 

(w) “Stock Award” means an awardof Common Stock granted to a Participant pursuant to Article V which is not subject to a Restriction Period. 

(x) “Stock Option”means a right granted to a Participant pursuant to Article II, to purchase, before a specified date and at a specified price, a specified number of shares of Common Stock. 

1.3 ADMINISTRATION 

The Plan shall be administered by the Compensation Committee of the Board which shallconsist of not fewer than three directors of the Company or the full Board; provided, however, that the Board shall administer the Plan as it relates to the terms, conditions and grant of awards to Non-Employee Directors. For purposes of the Plan,the term Committee shall refer to the Compensation Committee of the Board or the full Board, as the case may be. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which aquorum is present, or acts approved in writing by a majority of the Committee, shall be deemed the acts of the Committee. Subject to the provisions of the Plan and to directions by the Board, the Committee is authorized to interpret the Plan, toadopt administrative rules, regulations, and guidelines for the Plan, and to impose such terms, conditions, and restrictions on grants as it deems appropriate. The Committee, in its discretion, may allow certain optionees holding unexercisedIncentive Stock Options to convert such options to Nonstatutory Stock Options. The Committee may, with respect to Participants who are not subject to Section 16(b) of the Exchange Act or “covered employees” within the meaning ofSection 162(m) of the Code (“Section 162(m)”), delegate such of its powers and authority under the Plan as it deems appropriate to designated officers or employees of the Company. 

1.4 TYPES OF GRANTS UNDER THE PLAN 

Grants under the Planmay be in the form of anyone or more of the following: 

(a) Nonstatutory Stock Options; 

 

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(b) Incentive Stock Options; 

(c) Stock Appreciation Rights; 

(d)Performance Restricted Shares; 

(e) Restricted Stock Awards; 

(f) Stock Awards; 

(g) Cash Incentive Awards. 

1.5 SHARES SUBJECT TO THE PLAN AND INDIVIDUAL AWARD LIMITATION 

(a) A maximum of 525,000 shares of CommonStock may be issued under the Plan. All such shares may be granted in the form of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Performance Restricted Shares, Restricted Stock Awards and Stock Awards. The totalnumber of shares authorized is subject to adjustment as provided in Section 8.1 hereof. Shares of Common Stock issued under the Plan may be treasury shares or authorized but unissued shares. No fractional shares shall be issued under the Plan.

(b) If any Stock Option granted under the Plan expires or terminates, the underlying shares of Common Stock may again be made availablefor the purposes of the Plan. Any shares of Common Stock that have been granted as Restricted Stock Awards, or that have been reserved for distribution in payment for Performance Restricted Shares but are later forfeited or for any other reason arenot payable under the Plan, may again be made available for the purposes of the Plan. Furthermore, shares of Common Stock that are: (i) tendered or withheld in payment of the exercise price of any Stock Option or in satisfaction of withholdingtax obligations arising from any Award; and (ii) shares of Common Stock repurchased by the Company that have been designated for allocation to the Plan, shall be available for issuance under the Plan. 

(c) The aggregate maximum number of shares of Common Stock that may be granted to any Participant in the form of Stock Options, Stock AppreciationRights, Performance Restricted Shares and Restricted Stock Awards in anyone calendar year is 25,000. 

1.6 ELIGIBILITY AND PARTICIPATION 

Participation in the Plan shall be limited to officers, who may also be members of the Board, other key employees of the Company who are so designated bythe Committee in its discretion and Non-Employee Directors. 

 

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**ARTICLE II.**

**STOCK OPTIONS**

2.1 GRANT OF STOCK OPTIONS 

The Committee may from time to time, subject to the provisions of the Plan, grant Stock Options to Participants. The Committee shall determine the numberof shares of Common Stock to be covered by each Stock Option and shall have the authority to grant Incentive Stock Options, Nonstatutory Stock Options or a combination thereof; provided, however, that Incentive Stock Options may be granted only toParticipants who are employees of the Company and may not be granted to Non-Employee Directors. Furthermore, the Committee may grant a Stock Appreciation Right in connection with a Stock Option, as provided in Article III . 

2.2 INCENTIVE STOCK OPTION EXERCISE LIMITATIONS 

Theaggregate Fair Market Value (determined at the time an Incentive Stock Option is granted) of the shares of Common Stock with respect to which an Incentive Stock Option is exercisable for the first time by a Participant during any calendar year(under all plans of the Company) shall not exceed $100,000 or such other limit as may be established from time to time under the Code. 

2.3 OPTIONDOCUMENTATION 

Each Stock Option shall be evidenced by a written Stock Option agreement between the Company and the Participant to whom suchoption is granted, specifying the number of shares of Common Stock that may be acquired by its exercise and containing such terms and conditions consistent with the Plan as the Committee shall determine. 

2.4 EXERCISE PRICE 

The price at which each share covered bya Stock Option may be acquired shall be determined by the Committee at the time the option is granted and shall not be less than the Fair Market Value of the underlying shares of Common Stock on the day the Stock Option is granted. If an IncentiveStock Option is granted to an employee who, at the time such Option is granted, owns shares of the Company possessing more than 10 percent of the total combined voting power of all classes of shares of the Company or its subsidiaries (“10%Shareholder”), the exercise price of such Option shall not be less than 110% of the Fair Market Value of the underlying shares of Common Stock on the day such Option is granted. The exercise price will be subject to adjustment in accordancewith the provisions of Section 8.1 of the Plan. 

2.5 EXERCISE OF STOCK OPTIONS 

(a) Exercisability. Stock Options shall become exercisable at such times and upon the satisfaction of such conditions and in such installments as theCommittee may provide at the time of grant. 

(b) Option Period. For each Stock Option granted the Committee shall specify the period duringwhich the Stock Option may be exercised, provided that (i) no Stock 

 

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Option shall be exercisable after the expiration of ten years from the date the option was granted and (ii) in the case of a 10% Shareholder, no StockOption shall be exercisable after the expiration of five years from the date the option was granted. 

(c) Exercise in the Event ofTermination of Employment. 

(i) Death: Unless otherwise provided by the Committee at the time of grant, in the event of the death of theParticipant, the option must be exercised by the Participant’s estate or beneficiaries within one year following the death of the Participant and prior to its expiration. Each option may be exercised as to all or any portion thereof regardlessof whether or not fully exercisable under the terms of the grant. 

(ii) Disability: Unless otherwise provided by the Committee at the timeof grant, in the event of the Disability of the Participant, the option must be exercised within one year following the Participant’s termination of employment and prior to its expiration. Each option may be exercised as to all or any portionthereof regardless of whether or not fully exercisable under the terms of the grant. 

(iii) Retirement: Unless otherwise provided by theCommittee at the time of grant, in the event of the Retirement of the Participant the option must be exercised within one year following the Participant’s termination of employment and prior to its expiration. An unexercised Incentive StockOption will cease to be treated as such and will become a Nonstatutory Stock Option three months following the date of Retirement. Each option may be exercised as to all or any portion thereof regardless of whether or not fully exercisable under theterms of the grant. 

(iv) Other Terminations: Unless otherwise provided by the Committee at the time of grant, in the event a Participantceases to be an employee of the Company for any reason other than death, Disability, or Retirement, options which are exercisable on the date of termination must be exercised within three months after termination and prior to the expiration date ofany such option. All options which are not exercisable on the date of termination shall be canceled. 

(v) Extension of Exercise Period:Notwithstanding all other provisions under Section 2.5(c) in the event a Participant’s employment is terminated, the Committee may, in its sale discretion, extend the post-termination period during which the option may be exercised,provided however that such period may not extend beyond the original option period. 

(d) Exercise In the Event of Change in Control. In theevent of any Change in Control, all Stock Options shall immediately become exercisable without regard to the exercise period set forth in 2.5(a). 

2.6METHOD OF EXERCISE 

The option may be exercised in whole or in part from time to time by written request received by the Treasurer of theCompany. The option price of each share acquired pursuant to an option shall be paid in full at the time of each exercise of the option either (i) in cash, (ii) by 

 

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delivering to the Company previously-owned shares of Common Stock or (iii) in the discretion of the Committee, by delivering to the Treasurer of theCompany a notice of exercise with an irrevocable direction to a broker-dealer registered under the Securities Exchange Act of 1934, as amended, to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Company to paythe exercise price; (iv) in the discretion of the Committee, through an election to have shares of Common Stock otherwise issuable to the Participant withheld to pay the exercise price of such option; or (v) in the discretion of theCommittee, through any combination of the payment procedures set forth in (i) through (iv) above. However, shares of Common Stock previously acquired by the Participant under the Plan or any other incentive plan of the Company shall not beutilized for purposes of payment upon the exercise of an option unless those shares have been owned by the Participant for a six-month period or such longer period as the Committee may determine. 

2.7 STOCK RETENTION OPTIONS 

The Committee, in itsdiscretion, may authorize “stock retention Stock Options” which provide, upon the exercise of a Stock Option previously granted under this Plan (a “prior Option”) using previously owned shares, for the automatic issuance of a newStock Option under this Plan with an exercise price equal to the current Fair Market Value and for up to the number of shares equal to the number of previously-owned shares delivered in payment of the exercise price and any related withholding taxesof the prior Stock Option. Such stock retention Stock Option shall have the same Option Period as the prior Stock Option. 

**ARTICLE III.**

**STOCK APPRECIATION RIGHTS**

3.1GRANT OF STOCK APPRECIATION RIGHTS 

The Committee may, in its discretion, grant Stock Appreciation Rights in connection with all or any partof an option granted under the Plan. Any Stock Appreciation Right granted in connection with an option shall be governed by the terms of the Stock Option agreement and the Plan. 

3.2 EXERCISE OF STOCK APPRECIATION RIGHTS 

Stock Appreciation Rights shall become exercisable under theStock Option terms set forth in Section 2.5 but shall be exercisable only when the Fair Market Value of the shares subject thereto exceeds the option price of the related option. 

3.3 METHOD OF EXERCISE 

(a) Stock Appreciation Rights shall permit the Participant, upon exercise of suchrights, to surrender the related option, or any portion thereof, and to receive, without payment to the Company (except for applicable withholding taxes), an amount equal to the excess of the Fair Market Value over the option price. Such amountshall be paid in shares of Common Stock valued at Fair Market Value on the date of exercise or in cash, or any combination of shares and cash, as determined by the Committee in its discretion. 

 

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(b) Upon the exercise of a Stock Appreciation Right and surrender of the related option, or portionthereof, such option, to the extent surrendered, shall be terminated, and the shares covered by the option so surrendered shall no longer be available for purposes of the Plan. 

**ARTICLE IV.**

**PERFORMANCE RESTRICTED SHARES**

4.1 GRANT OF PERFORMANCE RESTRICTED SHARES 

The Committeemay from time to time grant Performance Restricted Shares to Participants under which payment may be made in shares of Common Stock if the performance of the Company meets certain goals established by the Committee. Such Performance RestrictedShares shall be subject to the provisions of the Plan terms and conditions, and, if earned, a vesting period as the Committee shall determine. 

4.2PERFORMANCE RESTRICTED SHARE AGREEMENT 

Each grant of Performance Restricted Shares shall be evidenced by a written agreement between theCompany and Participant to whom such shares are granted. The agreement shall specify the number of Performance Restricted Shares granted, the terms and conditions of the grant, the duration of the Performance Period, the performance goals to beachieved, and the vesting period applicable to shares of Common Stock earned. 

4.3 COMMON STOCK EQUIVALENT 

Each Performance Restricted Share shall be credited to an account to be maintained for each such Participant during the Performance Period and shall bedeemed to be the equivalent of one share of Common Stock. At the conclusion of the Performance Period, Performance Restricted Shares earned, if any, shall be converted to shares of Common Stock subject to a vesting period. 

4.4 PERFORMANCE GOALS 

Performance Restricted Share awardsshall be conditioned upon the Company’s attainment of a specified goal with respect to one or more of the following performance measures: (i) total shareholder return; (ii) return on shareholders’ equity; (iii) return oncapital; (iv) earnings per share; (v) sales; (vi) earnings; (vii) cash flow; (viii) operating income; (ix) earnings before interest, taxes, depreciation and amortization; and (x) Fair Market Value of Common Stock.The Committee shall determine a minimum performance level below which no Performance Restricted Shares shall be payable and a performance schedule under which the number of shares earned may be less than, equal to, or greater than the number ofPerformance Restricted Shares granted based upon the Company’s performance. The Committee may adjust the performance goals and measurements to reflect significant unforeseen events; provided, however, that the Committee may not make any suchadjustment with respect to any award of Performance Restricted Shares to an individual who is then a “covered employee” as such term is defined in Regulation 1.162-27 (c) (2) promulgated under Section 162 (m), if suchadjustment would cause compensation pursuant to such Performance Restricted Share award to cease to be performance-based compensation under Section 162(m). 

 

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4.5 PERFORMANCE PERIOD 

The Committee shall establish a Performance Period applicable to each grant of Performance Restricted Shares. Each such Performance Period shall commence on January 1 of the calendar year in which grants aremade. There shall be no limitation on the number of Performance Periods established by the Committee, and more than one Performance Period may encompass the same calendar year. The Committee may shorten any Performance Period if it determines thatunusual or unforeseen events so warrant. 

4.6 DIVIDEND EQUIVALENTS DURING PERFORMANCE PERIOD 

During the Performance Period, a Participant shall be entitled to receive Dividend Equivalents which shall be deemed to have been reinvested in additionalPerformance Restricted Shares at the same time as such underlying Common Stock cash dividend is paid. Performance Restricted Shares granted through such reinvestment shall be credited to the Participant’s account and shall be payable to theParticipant in the same manner and at the same time as the Performance Restricted Shares with respect to which such Dividend Equivalents were issued. 

4.7CONVERSION OF PERFORMANCE RESTRICTED SHARES 

(a) At the conclusion of the Performance Period, the Committee shall determine the number ofPerformance Restricted Shares, if any, which have been earned on the basis of Company performance in relation to the established performance goals. In no event shall such number exceed 300% of the shares contingently granted. 

(b) Performance Restricted Shares earned shall be converted to shares of Common Stock and shall be represented by a stock certificate registered in thename of the Participant. Certificates evidencing such shares shall be held in custody by the Company until the restrictions thereon are no longer in effect. 

4.8 VESTING PERIOD 

At the time a Performance Restricted Share grant is made, the Committee shall establish a vesting periodapplicable to such shares earned, if any, which shall begin at the end of the Performance Period. After the lapse or waiver of the restrictions imposed, the Company shall deliver in the Participant’s name one or more stock certificates,evidencing the shares of Common Stock earned through the end of the Performance Period. The Committee may accelerate or waive the performance goals attached to a particular grant, in whole or in part, based on service and such other factors as theCommittee may determine. 

4.9 OTHER TERMS AND CONDITIONS 

Performance Restricted Shares shall be subject to the following terms and conditions: 

(a) Except asotherwise provided in the Plan or in the Performance Restricted Share agreement, the Participant shall not have the rights of a shareholder of the Company, including the right to vote the shares. 

 

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(b) Cash dividends paid with respect to Performance Restricted Shares shall be reinvested to purchaseadditional shares of Common Stock that shall be subject to the same terms, conditions, and restrictions that apply to the Performance Restricted Shares with respect to which such dividends were issued. 

4.10 TERMINATION OF EMPLOYMENT PROVISIONS DURING A PERFORMANCE PERIOD 

(a) In the event a Participant terminates employment during a Performance Period by reason of death, Disability, or Retirement, and the Participant had completed a minimum of one year of employment during thePerformance Period, the Participant shall be entitled to that number of shares earned (if any) determined by multiplying the full number of shares earned (if any) by a fraction, the numerator of which is the number of full months of employment theParticipant had completed in such Performance Period and the denominator of which are the total number of full months in such Performance Period. All applicable restrictions shall lapse with respect to such shares and such shares of Common Stockshall be issued to the Participant or the Participant’s designated beneficiary following the Performance Period. In the event the Participant had not completed one year of employment during the Performance Period, the Participant shall forfeitall rights to earn such Performance Restricted Shares. 

(b) If a Participant terminates employment during a Performance Period for anyreason other than death, Disability, or Retirement, the Participant shall forfeit all rights to earn such Performance Restricted Shares. 

(c) Notwithstanding Sections 4.10(a) and 4.10(b), in the event a Participant’s employment is terminated during a Performance Period under special circumstances, the Committee may, in its sole discretion, continue a Participant’srights to earn any or all Performance Restricted Shares and waive in whole or in part any or all remaining restrictions. 

4.11 TERMINATION OF EMPLOYMENTPROVISIONS FOLLOWING A PERFORMANCE PERIOD 

(a) In the event a Participant terminates employment following a Performance Period by reason ofdeath, Disability, or Retirement, all shares of Common Stock (formerly Performance Restricted Shares) shall immediately vest and shares of Common Stock shall be issued to the Participant or the Participant’s designated beneficiary. 

(b) If a Participant terminates employment following a Performance Period for any reason other than death, Disability, or Retirement, the Participantshall forfeit all shares of Common Stock (formerly Performance Restricted Shares) which have not yet vested. Shares of Common Stock which have vested shall be issued to the Participant. 

 

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(c) Notwithstanding Sections 4.11(a) and 4.11{b), in the event a Participant’s employment isterminated following a Performance Period under special circumstances, the Committee may, in its sole discretion, accelerate the remaining vesting period (if any) associated with that grant. 

4.12 CHANGE IN CONTROL PROVISIONS 

In the event of anyChange in Control, (i) all Performance Restricted Shares granted, including those granted pursuant to Dividend Equivalents, shall be deemed to have been earned to the maximum extent permitted pursuant to Section 4.4 for any PerformancePeriod not yet completed as of the effective date of such Change in Control and (ii) all shares of Common Stock (which have been converted from Performance Restricted Shares earned) not otherwise vested shall immediately vest as of the date ofsuch Change in Control. 

**ARTICLE V.**

**RESTRICTED STOCK AWARDS AND STOCK AWARDS**

5.1 AWARD OF RESTRICTED STOCK AND STOCK AWARDS 

The Committee may grant Restricted Stock Awards and unrestricted Stock Awards to officers and key employees of the Company subject to such terms andconditions as the Committee shall determine, provided that each Restricted Stock Award shall be subject to a Restriction Period. Restricted Stock Awards and Stock Awards shall be used for the purposes of recruitment, recognition, and retention ofkey employees vital to the Company’s success. The Committee may, in its sole discretion, require a Participant to deliver consideration in form of services or cash as a condition to the grant of a Restricted Stock Award or Stock Award.

5.2 STOCK AWARD AND RESTRICTED STOCK AWARD AGREEMENTS 

Each Restricted Stock Award and Stock Award shall be evidenced by a written agreement between the Company and the Participant to whom such award is granted. The agreement shall specify the number of shares awarded, the terms and conditionsof the award and, in the case of a Restricted Stock Award, the Restriction Period, and the consequences of forfeiture. 

5.3 AWARDS AND CERTIFICATES

Shares of Common Stock awarded pursuant to a Restricted Stock Award or a Stock Award shall be registered in the name of the Participant.Certificates evidencing Restricted Stock Awards shall be held in custody by the Company until the restrictions thereon are no longer in effect. After the lapse or waiver of the restrictions imposed upon the Restricted Stock Award, the Company shalldeliver in the Participant’s name one or more stock certificates, free of restrictions, evidencing the shares of Common Stock subject to the Restricted Stock Award to which the restrictions have lapsed or been waived. 

 

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5.4 RESTRICTION PERIOD 

At the time a Restricted Stock Award is made, the Committee shall establish a Restriction Period applicable to such award. The Committee may provide for the lapse of such restrictions in installments and mayaccelerate or waive such restrictions, in whole or in part, based on service and such other factors as the Committee may determine. 

5.5 OTHER TERMS ANDCONDITIONS OF RESTRICTED STOCK AWARDS 

Shares of Common Stock subject to Restricted Stock Awards shall be subject to the following terms andconditions: 

(a) Except as otherwise provided in the Plan or in the Restricted Stock Award agreement, the Participant shall have all therights of a shareholder of the Company, including the right to vote the shares. 

(b) Cash dividends paid with respect to Common Stocksubject to a Restricted Stock Award shall be reinvested to purchase additional shares of Common Stock that shall be subject to the same terms, conditions, and restrictions that apply to the Restricted Stock Award with respect to which such dividendswere issued. 

5.6 TERMINATION OF EMPLOYMENT 

(a) In the event a Participant terminates employment during the Restriction Period by reason of death, Disability or Retirement, and the Participant had completed a minimum of one year of employment during the Restriction Period,restrictions shall lapse on that number of shares (if any) determined by multiplying the full number of shares subject to restriction by a fraction, the numerator of which is the number of full months of employment the Participant had completed insuch Restriction Period and the denominator of which is the total number of full months in such Restriction Period. 

(b) If a Participantterminates employment for any reason other than death, Disability, or Retirement, the Participant shall forfeit all shares subject to restriction. 

(c) Notwithstanding Sections 5.6(a) and 5.6(b), in the event a Participant’s employment is terminated under special circumstances, the Committee may, in its sole discretion, waive in whole or in part any or all remaining restrictions.

5.7 CHANGE IN CONTROL PROVISIONS 

In theevent of any Change in Control, all restrictions applicable to any outstanding Restricted Stock Award shall lapse as of the date of such Change in Control. 

 

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**ARTICLE VI.**

**TAX WITHHOLDING AND DEFERRAL OF PAYMENT**

6.1 TAX WITHHOLDING 

(a) The Company may withhold from any payment of cash or Stock to a Participant or other person pursuant to the Plan an amount sufficient to satisfy anyrequired withholding taxes, including the Participant’s social security and Medicare taxes and federal, state and local income tax with respect to income arising from the payment of the Award. The Company shall have the right to require thepayment of any such taxes before delivering payment or issuing Stock pursuant to the Award. 

(b) At the discretion of the Committee, sharetax withholding may be included as a term of any grant of Stock Options, Stock Appreciation Rights, Performance Restricted Shares and Restricted Stock Award. 

(c) Share tax withholding shall entitle the Participant to elect to satisfy, in whole or in part, any tax withholding obligations in connection with the issuance of shares of Common Stock earned under the Plan byrequesting that the Company either: 

(i) withhold shares of common Stock otherwise issuable to the Participant, or 

(ii) by accepting delivery of shares of Common Stock previously owned by the Participant. 

In either case, the Fair Market Value of such shares of Common Stock will generally be determined on the date the Participant elects to satisfy suchwithholding tax obligations in such manner. 

(d) Notwithstanding any other provision hereof to the contrary, the Committee, in its solediscretion may at any time suspend, terminate, or disallow any or all entitlements to share tax withholding previously granted or extended to any Participant. 

6.2 DEFERRAL OF PAYMENT 

At the discretion of the Committee, a Participant may be offered the right to defer the receipt of all orany portion of Performance Restricted Shares or Restricted Stock Awards otherwise distributable to such Participant. Such right shall be exercised by execution of a written agreement by the Participant (i) with respect to Restricted StockAwards, prior to the expiration of the applicable Restriction Period and (ii) with respect to Performance Restricted Shares, prior to the expiration of the applicable vesting period. Upon any such deferral, the number of shares of Common Stocksubject to the deferral shall be converted to stock units and a stock unit account shall be maintained by the Company on behalf of the Participant. Such stock units shall represent only a contractual right and shall not represent any interest in ortitle to Common Stock. Such units shall be entitled to earn dividend equivalents. All other terms and conditions of deferred payments shall be as contained in said written agreement. 

 

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**ARTICLE VII.**

**CASH INCENTIVE AWARDS**

7.1 GRANTING OF AWARDS 

The Committee, in its discretion, may grant Cash Incentive Awards to participants. Each Cash Incentive Award shall be conditioned upon the Company’sachievement of one or more Performance Goals with respect to the Performance Measure(s) beginning with the applicable Performance Period and set forth in the Award agreement evidencing such Cash Incentive Award. An award may be made in conjunctionwith the grant hereunder of Stock Options, Stock Appreciation Rights, Performance Restricted Shares, Restricted Stock Awards or Stock Awards. In making a Cash Incentive Award, the Committee shall establish a performance level below which the CashIncentive Award shall not be payable. The Committee may adjust the performance goals and measurements to reflect significant unforeseen events; provided, however, that the Committee may not make any such adjustment with respect to any award to anindividual who is then a “covered employee” as such term is defined under Section 162(m), if such adjustment would cause compensation pursuant to such award to cease to be performance-based compensation under Section 162(m).

7.2 OTHER AWARD TERMS 

The Committee may, inits sole discretion, establish certain additional performance based conditions that must be satisfied by the Company, a business unit or the Participant as a condition precedent to the payment of all or a portion of any Cash Incentive Awards. Suchconditions precedent may include, among other things, the receipt by a Participant of a specified annual performance rating and the achievement of specified performance goals by the Company, business unit or Participant. 

7.3 MAXIMUM AMOUNT AVAILABLE FOR AWARDS 

The aggregatemaximum amount payable to anyone Participant pursuant to a Cash Incentive Award shall be $125,000. 

**ARTICLE VIII.**

**OTHER PROVISIONS**

8.1 ADJUSTMENT IN NUMBER OF SHARESAND OPTION PRICES 

Grants of Stock Options, Stock Appreciation Rights, Performance Restricted Shares, and Restricted Stock Awards and StockAwards shall be subject to adjustment by the Committee as to the number and price of shares of Common Stock or other considerations subject to such grants in the event of changes in the outstanding shares by reason of stock dividends, stock splits,recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant. In the event of any such change in the outstanding shares, the aggregate number ofshares available under the Plan may be appropriately adjusted by the Committee. 

 

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8.2 NO RIGHT TO EMPLOYMENT 

Nothing contained in the Plan, nor in any grant pursuant to the Plan, shall confer upon any Participant any right with respect to continuance of employment by the Company or its subsidiaries, nor interfere in any waywith the right of the Company or its subsidiaries to terminate the employment or change the compensation of any employee at any time. 

8.3NONTRANSFERABILITY 

A Participant’s rights under the Plan, including the right to any shares or amounts payable may not be assigned,pledged, or otherwise transferred except, in the event of a Participant’s death, to the Participant’s designated beneficiary or, in the absence of such a designation, by will or by the laws of descent and distribution; provided, however,that the Committee may, in its discretion, at the time of grant of a Nonstatutory Stock Option or by amendment of an option agreement for an Incentive Stock Option or a Nonstatutory Stock Option, provide that Stock Options granted to or held by aParticipant may be transferred, in whole or in part, to one or more transferees and exercised by any such transferee, provided further that (i) any such transfer must be without consideration, (ii) each transferee must be a member of suchParticipant’s “immediate family” or a trust, family limited partnership or other estate planning vehicle established for the exclusive benefit of one or more members of the Participant’s immediate family; and (iii) suchtransfer is specifically approved by the Committee following the receipt of a written request for approval of the transfer; and provided further that any Incentive Stock Option which is amended to permit transfers during the lifetime of theParticipant shall, upon the effectiveness of such amendment, be treated thereafter as a Nonstatutory Stock Option. In the event a Stock Option is transferred as contemplated in this Section, such transfer shall become effective when approved by theCommittee and such Stock Option may not be subsequently transferred by the transferee other than by will or the laws of descent and distribution. Any transferred Stock Option shall continue to be governed by and subject to the terms and conditionsof this Plan and the relevant option agreement, and the transferee shall be entitled to the same rights as the Participant as if no transfer had taken place. As used in this Section, “immediate family” shall mean, with respect to anyperson, any spouse, child, stepchild or grandchild, and shall include relationships arising from legal adoption. 

8.4 COMPLIANCE WITH GOVERNMENTREGULATIONS 

(a) The Company shall not be required to issue or deliver shares or make payment upon any right granted under the Plan prior tocomplying with the requirements of any governmental authority in connection with the authorization, issuance, or sale of such shares. 

(b)The Plan shall be construed and its provisions enforced and administered in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts entered into and performed entirely in such State. 

8.5 RIGHTS AS A SHAREHOLDER 

The recipient of any grantunder the Plan shall have no rights as a shareholder with respect thereto unless and until certificates for shares of Common Stock are issued in the name of such recipient. 

 

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8.6 UNFUNDED PLAN 

Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create (or be construed to create) a trust or separate funds. With respect to any payment not yet made to a Participant, nothing contained herein shallgive any Participant any rights that are greater than those of a general creditor of the Company. 

8.7 FOREIGN JURISDICTION 

The Committee shall have the authority to adopt, amend, or terminate such arrangements, not inconsistent with the intent of the Plan, as it may deemnecessary or desirable to make available tax or other benefits of the laws of foreign countries in order to promote achievement of the purposes of the Plan. 

8.8 OTHER COMPENSATION PLANS 

Nothing contained in this Plan shall prevent the Company from adopting other or additionalcompensation arrangements, subject to shareholder approval if such approval is required. 

8.9 TERMINATION OF EMPLOYMENT — CERTAIN FORFEITURES

Notwithstanding any other provision of the Plan (other than provisions regarding Change in Control, including without limitation Sections2.5(d), 4.12 and 5.7 which shall apply in all events) and except for Performance Restricted Shares or Restricted Stock Awards which would otherwise be free of restrictions and the receipt of which has been deferred pursuant to Section 6.2, aParticipant shall have no right to exercise any Stock Option or Stock Appreciation Right or receive payment of any Performance Restricted Share or Restricted Stock Award if the Participant is discharged for willful, deliberate, or gross misconductas determined by the Committee in its sole discretion. Furthermore, notwithstanding any other provision of the Plan to the contrary, in the event that a Participant receives or is entitled to cash or the delivery or vesting of Stock pursuant to anAward during the 12 month period prior to the Participant’s termination of employment with the Company, then the Committee, in its sole discretion, may require the Participant to return or forfeit the cash and/or Stock received with respect toan Award (or its economic value as of (i) the date of the exercise of Stock Options or Stock Appreciation Rights; (ii) the date immediately following the end of the Restricted Period for Restricted Stock Awards or the end of the vestingperiod for Performance Restricted Shares, (iii) the date of grant or payment with respect to Stock Awards or Cash Awards, as the case may be) in the event that the Participant: (y) is discharged for willful, deliberate or gross misconduct,as determined by the Committee in its sole discretion, or (z) engages in any business or enters into any employment which the Committee in its sole discretion determines to be (1) directly or indirectly competitive with the business of theCompany or (2) substantially injurious to the Company’s financial interest. A Participant may request the Committee in writing to determine whether any proposed business or employment activity would justify such a forfeiture. Such arequest shall fully describe the proposed activity and the Committee’s determination shall be limited to the specific activity so described. The Committee’s right to require forfeiture under this Section 8.9 must be exercised within90 days after the discovery of an occurrence triggering the Committee’s right to require forfeiture but in no event later than 24 months after the Participant’s termination of employment with the Company. 

 

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**ARTICLE IX.**

**AMENDMENT AND TERMINATION**

9.1 AMENDMENT AND TERMINATION 

The Board of Directors may modify, amend, or terminate the Plan at any time except that, to the extent then required by applicable law, rule, orregulation, approval of the holders of a majority of shares of Common Stock represented in person or by proxy at a meeting of the shareholders will be required to increase the maximum number of shares of Common Stock available for distribution underthe Plan (other than increases due to adjustments in accordance with the Plan). No modification, amendment, or termination of the Plan shall adversely affect the rights of a Participant under a grant previously made to him without the consent ofsuch Participant. 

**ARTICLE X.**

**EFFECTIVE DATE AND DURATION OF PLAN**

10.1 EFFECTIVE DATE AND DURATION OF PLAN 

The Plan shall become effective as of January 1, 1999, subject to its approval and adoption at the Annual Meeting of the shareholders onApril 22, 1999. All rights granted under the Plan must be granted within ten years from its adoption date by the shareholders of the Company. Any rights outstanding ten years after the adoption of the Plan may be exercised within the periodsprescribed under or pursuant to the Plan. 

 

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