Exhibit 10.3



 EXHIBIT 10.3 
  
 GROWTH & INCOME INC. 
  
 1997 STOCK OPTION PLAN 
  
 1. Purpose. The purpose of the 1997 Stock Option Plan (“Plan”) of Growth & Income Inc. (“Company”) is to provide a means
through which the Company and its Subsidiaries may attract able persons to enter and remain in the employ or other service of the Company and its Subsidiaries, including as directors, and to provide a means whereby those key persons upon whom the
responsibilities of the successful administration and management of the Company rest, and whose present and potential contributions to the welfare of the Company are of importance, can acquire and maintain stock ownership, thereby strengthening
their commitment to the welfare of the Company and promoting an identity of interest between shareholders and these key persons. 
  
 A further purpose of the Plan is to provide such key persons with additional incentive and reward opportunities designed to enhance the
profitable growth of the Company. The Plan provides for granting Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock Unit Awards and Performance Share Units, or any combination of
the foregoing. 
  
 2. Definitions. The following
definitions shall be applicable throughout the Plan. 
  
 (a) “Appreciation Date” shall mean the date designated by a Holder of Stock Appreciation Rights for measurement of the appreciation in the value of rights awarded to him, which date shall be the date notice of such designation is
received by the Committee, or its designee. 
  
 (b) “Award” shall mean, individually or collectively, any Incentive Stock Option, Non-Qualified Stock Option, Stock Appreciation Right, Restricted Stock Award, Phantom Stock Unit Award or Performance Share Unit Award. 

 
 (c) “Award Period” shall mean a period of time
within which performance is measured for the purpose of determining whether an award of Performance Share Units has been earned. 
  
 (d) “Board” shall mean the Board of Directors of the Company. 
  
 (e) “Cause” shall mean the Company or a Subsidiary having cause to terminate a Participant’s
employment under any existing employment agreement between the Participant and the Company or a Subsidiary or, in the absence of such an employment agreement, upon (i) the determination by the Committee that the Participant has failed to perform his
duties to the Company or a Subsidiary (other than as a result of his incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his duties to such party, (ii) the Committee’s
determination that the Participant has engaged or is about to engage in conduct materially injurious to the Company or a Subsidiary, or (iii) the Participant having been convicted of a felony. 
  









 (f) “Change in Control” shall, unless the Board otherwise directs by resolution
adopted prior thereto, be deemed to occur if (i) any “person” (as that term is used in Section 13 and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or
indirectly, of twenty-five percent (25%) or more of the voting stock; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for election by the Company’s shareholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the
period. Any merger, consolidation or corporate reorganization in which the owners of the Company’s capital stock entitled to vote in the election of directors (“Voting Stock”) prior to said combination own fifty percent (50%) or more
of the resulting entity’s Voting Stock shall not, by itself, be considered a Change in Control. 
  
 (g) “Code” shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such section and any regulations under such section. 
  
 (h) “Committee” shall mean the Compensation Committee of the Board, or such other committee as may be appointed by the Board,
each member of which shall be a Non-Employee Director, which shall be the administrative committee for the Plan. In the absence of such committee, the Board shall serve as the Committee. 
  
 (i) “Common Stock” shall mean any class of the common stock of the Company, $.001 par value per
share. 
  
 (j) “Company” shall mean
Growth & Income Inc., a Maryland corporation and its Subsidiaries. 
  
 (k) “Date of Grant” shall mean the date on which the granting of an Award is authorized or such other date as may be specified in such authorization. 
  
 (l) “Disability” shall be as defined in any
existing employment agreement between the Participant and the Company or a Subsidiary or, in the absence of such an employment agreement, shall mean the complete and permanent inability by reason of illness or accident to perform the duties of the
occupation at which a Participant was employed when such disability commenced or, if the Participant was retired when such disability commenced, the inability to engage in any substantial gainful activity, as determined by the Committee based upon
medical evidence acceptable to it. 
  
 (m)
“Eligible Employee” shall mean any person regularly employed by the Company or a Subsidiary who satisfies all of the requirements of Section 6 hereof. 
  
 (n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
  

 2 








 (o) “Fair Market Value” shall mean (i) the average of the high and low prices
of the Common Stock on the principal national securities exchange on which the Common Stock is traded for the ten (10) trading days immediately preceding the date of determination, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price of the Common Stock on the Nasdaq National Market for the (10) trading days immediately preceding the date of determination, if the Common Stock is not then traded on a national securities exchange; or
(iii) the closing bid price (or average of bid prices) last quoted by an established quotation service for over-the-counter securities for the ten (10) trading days immediately preceding the date of determination, if the Common Stock is not reported
on the Nasdaq National Market. However, if the Common Stock is not publicly-traded or there are no quotes by an established quotation service at the time an option is granted under the Plan, “Fair Market Value” shall be deemed to be the
fair value of the Common Stock as determined by the Committee after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated
at arm’s length. 
  
 (p) “Holder”
shall mean a Participant who has been granted an Option, a Stock Appreciation Right, a Restricted Stock Award, a Phantom Stock Unit Award or a Performance Share Unit Award. 
  
 (q) “Incentive Stock Option” shall mean an Option granted by the Committee to a Participant under
the Plan which is designed by the Committee as an Incentive Stock Option pursuant to Section 422 of the Code. 
  
 (r) “Non-Employee Director” shall mean a director of the Company who: 
  
 (i) Is not currently an officer of the Company or any of its
parents or Subsidiaries, or otherwise is not currently employed by the Company or any of its parents or Subsidiaries; 
  
 (ii) Does not receive compensation, either directly or indirectly, from the Company or any of its parents or Subsidiaries, for services
rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act;

  
 (iii) Does not possess an interest in any
other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act; and 
  
 (iv) Is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K
promulgated under the Exchange Act. 
  
 (s)
“Non-Qualified Stock Option” shall mean an Option granted by the Committee to a Participant under the Plan which is not designated by the Committee as an Incentive Stock Option. 
  

 3 








 (t) “Normal Termination” shall mean termination: 
  
 (i) With respect to the Company or a Subsidiary, at
retirement (excluding early retirement) pursuant to the Company retirement plan then in effect; 
  
 (ii) On account of Disability; 
  
 (iii) With the written approval of the Committee; or 
  
 (iv) By the Company or a Subsidiary without Cause. 
  
 (u) “Option” shall mean an Award granted under
Section 7 of the Plan. 
  
 (v) “Option
Period” shall mean the period described in Section 7(d) of the Plan. 
  
 (w) “Participant” shall mean a person who has been selected to participate in the Plan and to receive an Award pursuant to Section 6. Participants are limited to Eligible Employees and Non-Employee
Directors. 
  
 (x) “Performance Goals”
shall mean the performance objectives of the Company during an Award Period or Restricted Period established for the purpose of determining whether, and to what extent, Awards will be earned for an Award Period or Restricted Period. 
  
 (y) “Performance Share Unit” shall mean a
hypothetical investment equivalent equal to one share of Stock granted in connection with an Award made under Section 9 of the Plan. 
  
 (z) “Phantom Stock Unit” shall mean a hypothetical investment equivalent equal to one Share of Stock granted in connection with
an Award made under Section 10 of the Plan, or credited with respect to Awards of Performance Share Units which have been deferred under Section 9. 
  
 (aa) “Plan” shall mean the 1997 Stock Option Plan of Growth & Income Inc. 
  
 (bb) “Restricted Period” shall mean, with respect
to any share of Restricted Stock, the period of time determined by the Committee during which such share of Restricted Stock is subject to the restrictions set forth in Section 10. 
  
 (cc) “Restricted Stock” shall mean shares of Common Stock issued or transferred to a Participant
subject to the restrictions set forth in Section 10 and any new, additional or different securities a Participant may become entitled to receive as a result of adjustments made pursuant to Section 12. 
  
 (dd) “Restricted Stock Award” shall mean an Award
granted under Section 10 of the Plan. 
  

 4 








 (ee) “Securities Act” shall mean the Securities Act of 1933, as amended.

  
 (ff) “Stock” shall mean any class
of common stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize for use under the Plan. 
  
 (gg) “Stock Appreciation Right” or “SAR” shall mean an Award granted under Section 8 of the Plan. 
  
 (hh) “Subsidiary” shall mean any corporation which
is a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code. 
  
 (ii) “Valuation Date” shall mean the last day of an Award Period or the date of death of a Participant, as applicable.

  
 3. Effective Date, Duration and Shareholder Approval.
Subject to the approval of this Plan by the shareholders of the Company, the Plan shall become effective on the date of approval by the Board, and no further Awards may be made after March 31, 2007. 
  
 The Plan shall continue in effect until all matters relating to the payment
of Awards and administration of the Plan have been settled. 
  
 4.
Administration. The Committee shall administer the Plan. The Committee shall consist of at least two (2) members. A majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum 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, the Committee shall have exclusive power to: 
  
 (a) Select the persons to be Participants in the Plan;

  
 (b) Determine the nature and extent of the
Awards to be made to each Participant; 
  
 (c)
Determine the time or times when Awards will be made; 
  
 (d) Determine the duration of each Award Period; 
  
 (e) Determine the conditions to which the payment of Awards may be subject; 
  
 (f) Establish the Performance Goals for each Award Period; 
  
 (g) Prescribe the form or forms evidencing Awards; and 
  

 5 








 (h) Cause records to be established in which there shall be entered, from time to time as
Awards are made to Participants, the date of each Award, the number of Incentive Stock Options, Non-Qualified Stock Options, SARs, Phantom Stock Units, Performance Share Units and Shares of Restricted Stock awarded by the Committee to each
Participant, the expiration date, the Award Period and the duration of any applicable Restricted Period. 
  
 The Committee shall have the authority, subject to the provisions of the Plan, to establish, adopt, or revise such rules and regulations
and to make all such determinations relating to the Plan as it may deem necessary or advisable for the administration of the Plan. The Committee’s interpretation of the Plan or any Awards granted pursuant thereto and all decisions and
determinations by the Committee with respect to the Plan shall be final, binding, and conclusive on all parties unless otherwise determined by the Board. 
  
 5. Grant of Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock Awards and Performance Share Units; Shares Subject to the
Plan. The Committee may, from time to time, grant Awards of Options, Stock Appreciation Rights, Restricted Stock, Phantom Stock Units and/or Performance Share Units to one or more Participants; provided, however, that: 
  
 (a) Subject to Section 12, the aggregate number of shares of
Stock made subject to Awards may not exceed seven hundred fifty thousand (750,000); 
  
 (b) Such shares shall be deemed to have been used in payment of Awards whether they are actually delivered or the Fair Market Value
equivalent of such shares is paid in cash. In the event any Option, SAR not attached to an Option, Restricted Stock, Phantom Stock Unit or Performance Share Unit shall be surrendered, terminate, expire, or be forfeited, the number of shares of Stock
no longer subject thereto shall thereupon be released and shall thereafter be available for new Awards under the Plan to the fullest extent permitted by the Exchange Act (if applicable at the time); and 
  
 (c) Stock delivered by the Company in settlement of Awards
under the Plan may be authorized and unissued Stock or Stock held in the treasury of the Company or may be purchased on the open market or by private purchase at prices no higher than the Fair Market Value at the time of purchase. 
  
 6. Eligibility. Participants shall be limited to officers, employees,
consultants and advisors of the Company and its Subsidiaries and to Directors, in each case who have received written notification from the Committee or from a person designated by the Committee that they have been selected to participate in the
Plan. 
  

 6 








 7. Stock Options. One or more Incentive Stock Options or Non-Qualified Stock Options can be
granted to any Participant; provided, however, that Incentive Stock Options may be granted only to Eligible Employees. Each Option so granted shall be subject to the following conditions. 
  
 (a) Option Price. The option price (“Option
Price”) per share of Stock shall be set by the Committee at the time of grant but shall not be less than (i) in the case of an Incentive Stock Option, the Fair Market Value of a share of Stock at the Date of Grant, and (ii) in the case of a
Non-Qualified Stock Option, the par value per share of Stock. 
  
 (b) Manner of Exercise and Form of Payment. Options which have become exercisable may be exercised by delivery of written notice of exercise to the Committee accompanied by payment of the Option Price. The
Option Price shall be payable in cash and/or shares of Stock valued at the Fair Market Value at the time the Option is exercised, or, in the discretion of the Committee, either (i) in other property having a Fair Market Value on the date of exercise
equal to the Option Price, or (ii) by delivering to the Company a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the Option Price. 
  
 (c) Stock Option Agreement. Each Option granted under
the Plan shall be evidenced by a “Stock Option Agreement” between the Company and the Holder of the Option containing such provisions as may be determined by the Committee, which shall be subject to the following terms and conditions.

  

	 	(i)	Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof, except as otherwise determined by the terms of the Stock Option
Agreement. 

  

	 	(ii)	Each share of Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise. Each Option shall cease to be exercisable, as to any share of
Stock, when the Holder purchases the share or exercises a related SAR or when the Option lapses. 

  

	 	(iii)	Options shall not be transferable by the Holder except by will or the laws of descent and distribution and shall be exercisable during the Holder’s lifetime only by him or her.


  

	 	(iv)	Each Option shall become exercisable by the Holder in accordance with the vesting schedule (if any) established by the Committee for the Award. 

  

 7 









	 	(v)	Each Stock Option Agreement may contain an agreement that, upon demand by the Committee for such a representation, the Holder shall deliver to the Committee at the time of any
exercise of an Option a written representation that the shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof. Upon such demand, delivery of such representation prior
to the delivery of any shares issued upon exercise of an Option shall be a condition precedent to the right of the Holder or such other person to purchase any shares. In the event certificates for Stock are delivered under the Plan with respect to
which such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with
applicable federal or state securities laws. 

  
 (d) Other Terms and Conditions. An Option granted pursuant to the Plan shall become exercisable and shall lapse in such manner and within such period or periods (“Option Period”), not to exceed ten
(10) years from its Date of Grant (or such shorter time period as may be otherwise specified herein), as set forth in the Stock Option Agreement to be entered into in connection with the grant of such Option. 
  
 (e) Grants to 10% Holders of Company Voting Stock.
Notwithstanding Section 7(a), if an Incentive Stock Option is granted to a Holder who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or of the Company and its Subsidiaries, the period
specified in the Stock Option Agreement for which the Option thereunder is granted and at the end of which such Option shall expire shall not exceed five (5) years from the Date of Grant of such Option and the Option Price shall be at least one
hundred ten percent (110%) of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option. 
  
 (f) Limitation. To the extent the aggregate Fair Market Value (as determined as of the Date of Grant) of Stock for which Incentive
Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries) exceeds One Hundred Thousand Dollars ($100,000), such excess Incentive Stock Options shall be treated
as Non-Qualified Stock Options. 
  
 (g)
Voluntary Surrender. The Committee may permit the voluntary surrender of all or any portion of any Non-Qualified Stock Option and its corresponding SAR, if any, granted under the Plan to be conditioned upon the granting to the Holder of a new
Option for the same or a different number of shares as the Option surrendered or require such voluntary surrender as a condition precedent to a grant of a new Option to such Participant. Such new Option shall be exercisable at the Option Price,
during the exercise period, and in accordance with any other terms or conditions specified by the Committee at the time the new Option is granted, all determined in accordance with the provisions of the Plan without regard to the Option Price,
exercise period, or any other terms and conditions of the Non-Qualified Stock Option surrendered. 
  

 8 








 (h) Order of Exercise. Options granted under the Plan may be exercised in any
order, regardless of the Date of Grant or the existence of any other outstanding Option. 
  
 (i) Notice of Disposition. Participants shall give prompt notice to the Company of any disposition of Stock acquired upon exercise
of an Incentive Stock Option if such disposition occurs within either two (2) years after the Date of Grant of such Option and/or one (1) year after the receipt of such Stock by the Holder. 
  
 (j) Termination of Employment. If the
Participant’s employment by the Company or any of its subsidiaries is terminated for any reason other than death, only that portion of the Option exercisable at the time of such termination of employment may thereafter be exercised, and it may
not be exercised more than three months after such termination nor after the expiration date of the Option, whichever date is earlier, unless such termination is by reason of the Participant’s permanent and total disability, in which case such
period of three months shall be extended to one year. In all other respects, the Option shall terminate upon such termination of employment. 
  
 8. Stock Appreciation Rights. Any Option granted under the Plan may include an SAR, either at the time of grant or by amendment except that in the
case of an Incentive Stock Option, such SAR shall be granted only at the time of grant of the related Option. The Committee may also award to Participants SARs independent of any Option. An SAR shall be subject to such terms and conditions not
inconsistent with the Plan as the Committee shall impose, including, but not limited to, the following: 
  
 (a) Vesting. An SAR granted in connection with an Option shall become exercisable, be transferable and shall lapse according to the
same vesting schedule, transferability and lapse rules that are established by the Committee for the Option. An SAR granted independent of an Option shall become exercisable, be transferable and shall lapse in accordance with a vesting schedule,
transferability and lapse rules established by the Committee. Notwithstanding the above, an SAR shall not be exercisable by a person subject to Section 16(b) of the Exchange Act for at least six (6) months following the Date of Grant. 
  
 (b) Failure to Exercise. If on the last day of the
Option Period (or in the case of an SAR independent of an Option, the SAR period established by the Committee), the Fair Market Value of the Stock exceeds the Option Price, the Holder has not exercised the Option or SAR, and neither the Option nor
the SAR has lapsed, such SAR shall be deemed to have been exercised by the Holder on such last day and the Company shall make the appropriate payment therefor. 
  

(c) Payment. The amount of additional compensation which may be received pursuant to the award of one SAR is the excess, if any,
of the Fair Market Value of one share of Stock on the Appreciation Date over the Option Price, in the case of an SAR granted in connection with an Option, or the Fair Market Value of one (1) share of Stock on the Date of Grant, in the case of an SAR
granted independent of an Option. The Company shall pay such excess in cash, in shares of Stock valued at Fair Market Value, or any 

  

 9 








 
combination thereof, as determined by the Committee. Fractional shares shall be settled in cash. 
  
 (d) Designation of Appreciation Date. A Participant
may designate an Appreciation Date at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Committee or its designee, specifying the number of SARs to which the Appreciation
Date relates, and the date on which such SARs were awarded. Such time or times determined by the Committee may take into account any applicable “window periods” required by Rule 16b-3 under the Exchange Act. 
  
 (e) Expiration. Except as otherwise provided in the
case of SARs granted in connection with Options, the SARs shall expire on a date designated by the Committee which is not later than ten (10) years after the date on which the SAR was awarded. 
  
 9. Performance Shares. 
  
 (a) Award Grants. The Committee is authorized to
establish Performance Share programs to be effective over designated Award Periods of not less than one (1) year nor more than five (5) years. At the beginning of each Award Period, the Committee will establish in writing Performance Goals based
upon financial or other objectives for the Company for such Award Period and a schedule relating the accomplishment of the Performance Goals to the Awards to be earned by Participants. Performance Goals may include absolute or relative growth in
earnings per share or rate of return on shareholders’ equity or other measurement of corporate performance and may be determined on an individual basis or by categories of Participants. The Committee may adjust Performance Goals or performance
measurement standards as it deems equitable in recognition of extraordinary or non-recurring events experienced during an Award Period by the Company, a Subsidiary or by any other corporation whose performance is relevant to the determination of
whether Performance Goals have been attained. The Committee shall determine the number of Performance Share Units to be awarded, if any, to each Participant who is selected to receive an Award. The Committee may add new Participants to a Performance
Share program after its commencement by making pro rata grants. 
  
 (b) Determination of Award. At the completion of a Performance Share program, or at other times as specified by the Committee, the Committee shall calculate the amount earned with respect to each
Participant’s award by multiplying the Fair Market Value on the Valuation Date by the number of Performance Share Units granted to the Participant and multiplying the amount so determined by a performance factor representing the degree of
attainment of the Performance Goals. 
  
 (c)
Partial Awards. A Participant for less than a full Award Period, whether by reason of commencement or termination of employment or otherwise, shall receive such portion of an Award, if any, for that Award Period as the Committee shall
determine. 
  
 (d) Payment of Non-deferred
Awards. The amount earned with respect to an Award shall be fully payable in shares of Stock based on the Fair Market Value on the 

  

 10 








 
Valuation Date; however, that, at its discretion, the Committee may vary such form of payment as to any Participant upon the specific request of such
Participant. Except as provided in subparagraph 9(e), payments of Awards shall be made as soon as practicable after the completion of an Award Period. 
  
 (e) Deferral of Payment. A Participant may file a written election with the Committee to defer the payment of any amount otherwise
payable pursuant to subparagraph 9(d) on account of an Award to a period commencing at such future date as specified in the election. Such election must be filed with the Committee no later than the last day of the month which is two-thirds of the
way through the Award Period during which the Award is earned, unless the Committee specifies an earlier filing date. 
  
 (f) Separate Accounts. At the conclusion of each Award Period, the Committee shall cause a separate account to be maintained in the
name of each Participant with respect to whom all or a portion of an Award of Performance Share Units earned under the Plan has been deferred. All amounts credited to such account shall be fully vested at all times. 
  
 (g) Election of Form of Investment. Within sixty (60)
days from the end of each Award Period, and at such time or times, if any, as the Committee may permit, a Participant may file a written election with the Committee of the percentage of the deferred portion of any Award of Performance Share Units
which is to be expressed in the form of dollars and credited with interest, the percentage of such Award which is to be expressed in the form of Phantom Stock Units and the percentage of such Award which is to be deemed invested in any other
hypothetical investment equivalent from time to time made available under the Plan by the Committee. In the event a Participant fails to file an election within the time prescribed, one hundred percent (100%) of the deferred portion of such
Participant’s Award shall be expressed in the form of Phantom Stock Units. 
  
 (h) Interest Portion. The amount of interest credited with respect to the portion of an Award credited to the Participant’s
account which is deferred and credited with interest (the “Interest Portion”) shall be equal to the amount such portion would have earned had it been credited with interest from the last day of the Award Period with respect to which the
Award was made until the seventh (7th) business day preceding the date as of which payment is made, compounded
annually, at the Company’s rate of return on shareholders’ equity for each fiscal year that payment is deferred, or at such other rate as the Committee may from time to time determine. The Committee may, in its sole discretion, credit
interest on amounts payable prior to the date on which the Company’s rate of return on shareholders’ equity becomes ascertainable at the rate applicable to deferred amounts during the year immediately preceding the year of payment.

  
 (i) Phantom Stock Unit Portion. With
respect to the portion of an Award credited to the Participant’s account which is deferred and expressed in the form of Phantom Stock Units (the “Phantom Stock Unit Portion”), the number of Phantom Stock Units so credited shall be
equal to the result of dividing (i) the Phantom Stock Unit Portion by (ii) the Fair Market Value on the date the Award Period ended. 
  

 11 








 (j) Dividend Equivalents. Within thirty (30) days from the payment of a dividend
by the Company on its Stock, the Phantom Stock Unit Portion of each Participant’s account shall be credited with additional Phantom Stock Units the number of which shall be determined by (i) multiplying the dividend per share paid on the
Company’s Stock by the number of Phantom Stock Units credited to his account at the time such dividend was declared, then (ii) dividing such amount by the Fair Market Value on the payment date for such dividend. 
  
 (k) Payment of Deferred Awards. Payment with respect
to amounts credited to the account of a Participant shall be made in a series of annual installments over a period of ten (10) years, or such other period as the Committee may direct, or as the Committee may allow the Participant to elect, in either
case at the time of the original deferral election. Except as otherwise provided by the Committee, each installment shall be withdrawn proportionately from the Interest Portion and from the Phantom Stock Unit Portion of a Participant’s account
based on the percentage of the Participant’s account which he originally elected to be credited with interest and with Phantom Stock Units, or, if a later election has been permitted by the Committee and is then in effect, based on the
percentage specified in such later election. Payments shall commence on the date specified by the Participant in his deferral election, unless the Committee in its sole discretion determines that payment shall be made over a shorter period or in
more frequent installments, or commence on an earlier date, or any or all of the above. If a Participant dies prior to the date on which payment with respect to all amounts credited to his account shall have been completed, payment with respect to
such amounts shall be made to the Participant’s beneficiary in a series of annual installments over a period of five (5) years, unless the Committee in its sole discretion determines that payment shall be made over a shorter period or in more
frequent installments, or both. To the extent practicable, each installment payable hereunder shall approximate that part of the amount then credited to the Participant’s or beneficiary’s account which, if multiplied by the number of
installments remaining to be paid would be equal to the entire amount then credited to the Participant’s account. 
  
 (l) Composition of Payment. The Committee shall cause all payments with respect to deferred Awards to be made in a manner such that
not more than one-half of the value of each installment shall consist of Stock. To that end, payment with respect to the Interest Portion and the Phantom Stock Unit Portion of a Participant’s account shall be paid in cash and Stock as the
Committee shall determine in its sole discretion. The determination of any amount to be paid in cash for Phantom Stock Units shall be made by multiplying (i) the Fair Market Value of one share of Stock on the date as of which payment is made, by
(ii) the number of Phantom Stock Units for which payment is being made. The determination of the number of shares of Stock, if any, to be distributed with respect to the Interest Portion of a Participant’s account shall be made by dividing (i)
one-half of the value of such portion on the date as of which payment is made, by (ii) the Fair Market Value of one (1) share of Stock on such date. Fractional shares shall be paid in cash. 
  
 (m) Alternative Investment Equivalents. If the
Committee shall have permitted Participants to elect to have deferred Awards of Performance Share Units invested in one or more hypothetical investment equivalents other than interest or Phantom Stock Units, such deferred Awards shall be credited
with hypothetical investment 

  

 12 








 
earnings at such rate, manner and time as the Committee shall determine. At the end of the deferral period, payment shall be made in respect of such
hypothetical investment equivalents in such manner and at such time as the Committee shall determine. 
  
 (n) Adjustment of Performance Goals. The Committee may, during the Award Period, make such adjustments to Performance Goals as it
may deem appropriate, to compensate for, or reflect, any significant changes that may have occurred during such Award Period in (i) applicable accounting rules or principles or changes in the Company’s method of accounting or in that of any
other corporation whose performance is relevant to the determination of whether an Award has been earned or (ii) tax laws or other laws or regulations that alter or affect the computation of the measures of Performance Goals used for the calculation
of Awards. 
  
 10. Restricted Stock Awards and Phantom Stock
Units. 
  
 (a) Award of Restricted Stock and
Phantom Stock Units. 
  

	 	(i)	The Committee shall have the authority (1) to grant Restricted Stock and Phantom Stock Unit Awards, (2) to issue or transfer Restricted Stock to Participants, and (3) to establish
terms, conditions and restrictions applicable to such Restricted Stock and Phantom Stock Units, including the Restricted Period, which may differ with respect to each grantee, the time or times at which Restricted Stock or Phantom Stock Units shall
be granted or become vested and the number of shares or units to be covered by each grant. 

  

	 	(ii)	 The Holder of a Restricted Stock Award shall execute and deliver to the Secretary of the Company an agreement with respect to Restricted Stock and escrow agreement
satisfactory to the Committee and the appropriate blank stock powers with respect to the Restricted Stock covered by such agreements and shall pay to the Company, as the purchase price of the shares of Stock subject to such Award, the aggregate par
value of such shares of Stock within sixty (60) days following the making of such Award. If a Participant shall fail to execute the agreement, escrow agreement and stock powers or shall fail to pay such purchase price within such period, the Award
shall be null and void. Subject to the restrictions set forth in Section 10(b), the Holder shall generally have the rights and privileges of a shareholder as to such Restricted Stock, including the right to vote such Restricted Stock. At the
discretion of the Committee, cash and stock dividends with respect to the Restricted Stock may be either currently paid or withheld by the Company for the Holder’s account, and interest may be paid on the amount of cash dividends withheld at a
rate and subject to such terms as determined by the Committee. Cash 



  

 13 









	 	 
or stock dividends so withheld by the Committee shall not be subject to forfeiture. 


  

	 	(iii)	In the case of a Restricted Stock Award, the Committee shall then cause stock certificates registered in the name of the Holder to be issued and deposited together with the stock
powers with an escrow agent to be designated by the Committee. The Committee shall cause the escrow agent to issue to the Holder a receipt evidencing any stock certificate held by it registered in the name of the Holder. 

  

	 	(iv)	In the case of a Phantom Stock Units Award, no shares of Stock shall be issued at the time the Award is made, and the Company will not be required to set aside a fund for the
payment of any such Award. The Committee shall, in its sole discretion, determine whether to credit to the account of, or to currently pay to, each Holder of an Award of Phantom Stock Units an amount equal to the cash dividends paid by the Company
upon one share of Stock for each Phantom Stock Unit then credited to such Holder’s account (“Dividend Equivalents”). Dividend Equivalents credited to Holder’s account shall be subject to forfeiture and may bear interest at a rate
and subject to such terms as determined by the Committee. 

  
 (b) Restrictions. 
  

	 	(i)	Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period; (1) the Holder shall not be entitled to
delivery of the stock certificate; (2) the shares shall be subject to the restrictions on transferability set forth in the grant; (3) the shares shall be subject to forfeiture to the extent provided in subparagraph (d) and, to the extent such shares
are forfeited, the stock certificates shall be returned to the Company, and all rights of the Holder to such shares and as a shareholder shall terminate without further obligation on the part of the Company. 

  

	 	(ii)	Phantom Stock Units awarded to any Participant shall be subject to the following restrictions until the expiration of the Restricted Period; (1) the units shall be subject to
forfeiture to the extent provided in subparagraph (d), and to the extent such units are forfeited, all rights of the Holder to such units shall terminate without further obligation on the part of the Company and (2) any other restrictions which the
Committee may determine in advance are necessary or appropriate. 

  

 14 









	 	(iii)	The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Phantom Stock Units whenever it may determine that, by reason of changes
in applicable laws or other changes in circumstances arising after the date of the Restricted Stock Award or Phantom Stock Award, such action is appropriate. 

  
 (c) Restricted Period. The Restricted Period of Restricted Stock and Phantom Stock Units shall
commence on the Date of Grant and shall expire from time to time as to that part of the Restricted Stock and Phantom Stock Units indicated in a schedule established by the Committee with respect to the Award. 
  
 (d) Forfeiture Provisions. In the event a Holder
terminates employment or service as a director during a Restricted Period, that portion of the Award with respect to which restrictions have not expired (“Non-Vested Portion”) shall be treated as follows: 
  

	 	(i)	Resignation or discharge: 

  

	 	•	The Non-Vested Portion of the Award shall be completely forfeited. 

  

	 	(ii)	Normal Termination: 

  

	 	•	The Non-Vested Portion of the Award shall be prorated for service during the Restricted Period and shall be received as soon as practicable following termination.


  

	 	(iii)	Death: 

  

	 	•	The Non-Vested Portion of the Award shall be prorated for service during the Restricted Period and paid to the Participant’s beneficiary as soon as practicable following death.


  
 (e) Delivery of Restricted
Stock and Settlement of Phantom Stock Units. Upon the expiration of the Restricted Period with respect to any shares of Stock covered by a Restricted Stock Award, a stock certificate evidencing the shares of Restricted Stock which have not then
been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) shall be delivered without charge to the Holder, or his beneficiary, free of all restrictions under the Plan. 
  

 15 








 Upon the expiration of the Restricted Period with respect to any Phantom Stock Units
covered by a Phantom Stock Unit Award, the Company shall deliver to the Holder or his beneficiary without any charge one share of Stock for each Phantom Stock Unit which has not then been forfeited and with respect to which the Restricted Period has
expired (“vested unit”) and cash equal to any Dividend Equivalents credited with respect to each such vested unit and the interest thereon, if any; provided, however, that the Committee may, in its sole discretion, elect to pay cash or
part cash and part Stock in lieu of delivering only Stock for vested units. If cash payment is made in lieu of delivering Stock, the amount of such payment shall be equal to the Fair Market Value for the date on which the Restricted Period lapsed
with respect to such vested unit. 
  
 (f)
Payment for Restricted Stock. Except as provided in subparagraph 10(a)(ii), a Holder shall not be required to make any payment for Stock received pursuant to a Restricted Stock Award. 
  
 11. General. 
  
 (a) Additional Provisions of an Award. The award of
any benefit under the Plan may also be subject to such other provisions (whether or not applicable to the benefit awarded to any other Participant) as the Committee determines appropriate including, without limitation, provisions to assist the
Participant in financing the purchase of Common Stock through the exercise of Options, provisions for the forfeiture of or restrictions on resale or other disposition of shares acquired under any form of benefit, provisions giving the Company the
right to repurchase shares acquired under any form of benefit in the event the Participant elects to dispose of such shares, and provisions to comply with Federal and state securities laws and Federal and state income tax withholding requirements.

  
 (b) Privileges of Stock Ownership.
Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of stock ownership in respect of shares of stock which are subject to Options or Restricted Stock Awards, Performance Share Unit Awards or Phantom
Stock Unit Awards hereunder until such shares have been issued to that person upon exercise of an Option according to its terms or upon sale or grant of those shares in accordance with a Restricted Stock Award, Performance Share Unit Award or
Phantom Stock Unit Award. 
  
 (c) Government
and Other Regulations. The obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. The Company
shall be under no obligation to register under the Securities Act any of the shares of Stock issued under the Plan. If the shares issued under the Plan may in certain circumstances be exempt from registration under the Securities Act, the Company
may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption. 
  
 (d) Tax Withholding. Notwithstanding any other provision of the Plan, the Company or a Subsidiary, as appropriate, shall have the
right to deduct from all Awards, to the extent paid in cash, all federal, state or local taxes as required by law to be 

  

 16 








 
withheld with respect to such Awards and, in the case of Awards paid in Stock, the Holder or other person receiving such Stock may be required to pay to the
Company or a Subsidiary, as appropriate prior to delivery of such Stock, the amount of any such taxes which the Company or Subsidiary is required to withhold, if any, with respect to such Stock. Subject in particular cases to the disapproval of the
Committee, the Company may accept shares of Stock of equivalent Fair Market Value in payment of such withholding tax obligations if the Holder of the Award elects to make payment in such manner at least six months prior to the date such tax
obligation is determined. 
  
 (e) Claim to
Awards and Employment Rights. No employee or other person shall have any claim or right to be granted an Award under the Plan nor, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither this Plan
nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ of the Company or a Subsidiary. 
  
 (f) Conditions. Each Participant to whom Awards are granted under the Plan shall be required to enter into an Incentive Plan
Agreement in a form authorized by the Committee, which may include provisions that the Participant shall not disclose any confidential information of the Company or any of its Subsidiaries acquired during the course of such Participant’s
employment. 
  
 (g) Designation and Change of
Beneficiary. Each Participant shall file with the Committee a written designation of one or more persons as the beneficiary who shall be entitled to receive the amounts payable with respect to an Award of Performance Share Units, Phantom Share
Units or Restricted Stock, if any, due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The
last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death,
and in no event shall it be effective as of a date prior to such receipt. 
  
 (h) Payments to Persons Other than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is
a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative), may, if the Committee so directs the Company, be paid to his spouse, child, relative, an
institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Company therefor. 
  
 (i)
No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake
of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of
the Plan may be 

  

 17 








 
allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of
any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a
claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of
law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 
  
 (j) Governing Law. The Plan will be administered in accordance with federal laws, or in the absence thereof, the laws of the State
of New Jersey. 
  
 (k) Funding. Except as
provided under Section 10, no provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records, or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Holders shall have no
rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees
under general law. 
  
 (l)
Nontransferability. A person’s rights and interest under the Plan, including amounts payable, may not be sold, assigned, donated or transferred or otherwise disposed of, mortgaged, pledged or encumbered except, in the event of a
Holder’s death, to a designated beneficiary to the extent permitted by the Plan, or in the absence of such designation, by will or the laws of descent and distribution. 
  
 (m) Reliance on Reports. Each member of the Committee and each member of the Board shall be fully
justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company and its Subsidiaries and upon any other
information furnished in connection with the Plan by any person or persons other than himself. 
  
 (n) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any
pension, retirement, profit sharing, group insurance or other benefit plan of the Company or any Subsidiary except as otherwise specifically provided. 
  
 (o) Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries. 
  
 (p) Pronouns. Masculine pronouns and other words of
masculine gender shall refer to both men and women. 
  

 18 








 (q) Titles and Headings. The titles and headings of the sections in the Plan are
for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control. 
  
 12. Changes in Capital Structure. Options, Stock Unit Awards, Performance Share Unit Awards, and any agreements evidencing such Awards, and
Performance Goals, shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by
the Committee by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company, or of any other corporation whose performance is relevant to the attainment of Performance Goals
hereunder, 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 of any such Award or (ii) in
the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants in the Plan, or which otherwise warrants
equitable adjustment because it interferes with the intended operation of the Plan. In addition, in the event of any such adjustments or substitution, the aggregate number of shares of Stock available under the Plan shall be appropriately adjusted
by the Committee, whose determination shall be conclusive. Any adjustment in Incentive Stock Options under this Section 13 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the
Code, and any adjustments under this Section 13 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all purposes. 
  
 13. Effect of Change in Control. 
  
 (a) In the event of a Change in Control, notwithstanding any vesting schedule provided for hereunder or by the Committee with respect to an Award of Options, Director Awards, SARs, Phantom Stock Units or Restricted
Stock, such Option or SAR shall become immediately exercisable for such period of time specified in the Optionee’s Stock Option Agreement with respect to one hundred percent (100%) of the shares subject to such Option or SAR, and the Restricted
Period shall expire immediately with respect to one hundred percent 100% of the Phantom Stock Units or shares of Restricted Stock subject to Restrictions. 
  
 (b) In the event of a Change in Control, all incomplete Award Periods in effect on the date the Change in Control occurs shall end on the
date of such change, and the Committee shall, (i) determine the extent to which Performance Goals with respect to each such Award Period have been met based upon such audited or unaudited financial information then available as it deems relevant,
(ii) cause to be paid to each Participant partial or full Awards with respect to Performance Goals for each such Award Period based upon the Committee’s determination of the degree of attainment of Performance Goals, and (iii) cause all
previously deferred Awards to be settled in full as soon as possible. 
  

 19 








 (c) The obligations of the Company under the plan shall be binding upon any successor
corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company
agrees that it will make appropriate provisions for the preservation of Participant’s rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of
assets. 
  
 14. Nonexclusivity of the Plan. Neither the
adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases. 
  
 15. Amendments and Termination. The Board may at any time terminate the Plan. With the express written consent of an
individual Participant, the Board may cancel or reduce or otherwise alter the outstanding Awards thereunder if, in its judgment, the tax, accounting, or other effects of the Plan or potential payouts thereunder would not be in the best interest of
the Company. The Board may, at any time or from time to time, amend or suspend and, if suspended, reinstate, the Plan in whole or in part; provided, however, that the Board shall not, without further shareholder approval: 
  
 (a) Increase the maximum number of shares of Stock which may
be issued on exercise of Options, SARs, or pursuant to Restricted Stock Awards, Phantom Stock Unit Awards, or Performance Share Unit Awards, except as provided in Section 12; 
  
 (b) Change the minimum Exercise Price; 
  
 (c) Extend the maximum Option Term; 
  
 (d) Extend the termination date of the Plan; or 
  
 (e) Change the class of persons eligible to receive Awards
under the Plan. 
  
 As adopted by the Board of Directors and shareholders of
Growth & Income Inc. as of March     , 1997. 
  

 20