EXHIBIT 10.2


 


CERIDIAN CORPORATION

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM


 


1.                                       Purpose.


 


The purpose of the Ceridian Corporation Non-employee
Director Compensation Program (the “Program”) is to advance the interest of the
Company, and its stockholders by enabling the Company to attract and retain the
services of experienced and knowledgeable non-employee directors, to increase
the proprietary interests of such non-employee directors in the Company’s
long-term success and their identification with the interests of the Company’s
stockholders. All Awards that are part of the compensation paid or deferred
pursuant to this Program are awarded pursuant to the terms of the applicable
Stock Plan and any applicable Award Agreement. The Program is designed and intended
to comply with Rule 16b-3 of the Exchange Act. The Program is also intended to
comply in form and operation with Section 409A of the Code.


 


2.                                       Definitions.


 


The following terms will have the meanings
set forth below, unless the context clearly otherwise requires:


 


2.1                                 “Affiliate” means all persons
with whom the Company would be considered a single employer under Section
414(b) or 414(c) of the Code.


 


2.2                                 “Annual Retainer” means the
annual Board retainer payable to an Eligible Director for services as a member
of the Board during the calendar year, excluding any Committee Chair Retainer paid
to an Eligible Director for serving as the chair of a committee during the calendar
year. The amount of the Annual Retainer is set forth on Exhibit A
hereto, and may be amended from time to time by the Board or the Committee.


 


2.3                                 “Annual Retainer Election”
means the election made or deemed to have been made by an Eligible Director
relating to the Eligible Director’s Annual Retainer and Committee Chair
Retainer, as provided in Section 7.1 hereof.


 


2.4                                 The “Average Market Price” of
a share of Common Stock means the average of the closing sale prices of a share
of Common Stock, at the end of the regular trading session, which as of the
Effective Date is 4:00 p.m., New York City time, as reported on the New York
Stock Exchange Composite Tape for the ten trading days immediately prior to the
date as of which the Average Market Price is being determined.


 


2.5                                 “Award” means an Option,
Restricted Stock Award, or Retainer Share Award granted to an Eligible Director
pursuant to the Program and the Stock Plan.


 


2.6                                 “Award Agreement” shall mean
any written agreement, contract or other instrument or document evidencing an
award granted under the Stock Plan. Each Award Agreement shall be subject to
the applicable terms and conditions of the Stock Plan under


 

















 


which such Award Agreement was granted and
any other terms and conditions (not inconsistent with such Stock Plan)
determined by the Committee.


 


2.7                                 “Board” means the Board of Directors
of the Company.


 


2.8                                 “Change of Control” shall
mean the first of the following events to occur:


 


(a)                                  there is consummated a merger or
consolidation to which the Company or any direct or indirect subsidiary of the
Company is a party if the merger or consolidation would result in the voting
securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof) less than 60% of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding immediately
after such merger or consolidation; or


 


(b)                                 the direct or indirect beneficial
ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934)
in the aggregate of securities of the Company representing 20% or more of the total combined voting power of the Company’s
then issued and outstanding securities is acquired by any person or entity or
group of associated persons or entities acting in concert; provided, however,
that for purposes hereof, the following acquisitions shall not constitute a
Change of Control: (i) any acquisition by the Company or any of its
subsidiaries, (ii) any acquisition directly from the Company or any of its
subsidiaries, (iii) any acquisition by any employee benefit plan (or related
trust or fiduciary) sponsored or maintained by the Company or any corporation
controlled by the Company, (iv) any acquisition by an underwriter temporarily
holding securities pursuant to an offering of such securities, (v) any
acquisition by a corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of
stock of the Company (vi) any acquisition in connection with which, pursuant to
Rule 13d-1 promulgated pursuant to the Exchange Act, the individual, entity or
group is permitted to, and actually does, report its beneficial ownership on
Schedule 13-G (or any successor Schedule); provided that, if any such
individual, entity or group subsequently becomes required to or does report its
beneficial ownership on Schedule 13D (or any successor Schedule), then, for
purposes of this paragraph, such individual, entity or group shall be deemed to
have first acquired, on the first date on which such individual, entity or
group becomes required to or does so report, beneficial ownership of all of the
voting securities of the Company beneficially owned by it on such date, and
(vii) any acquisition in connection with a merger or consolidation which,
pursuant to paragraph (a) above, does not constitute a Change of Control; or


 


(c)                                  there is consummated a transaction
contemplated by an agreement for the sale or disposition by the Company of all
or substantially all of the Company ‘s assets, other than a sale or disposition
by the Company of all or substantially all of the Company ‘s assets to an
entity, at least 60% of the combined voting power of the voting securities of which
are owned by stockholders of the Company in substantially the same proportions
as their ownership of the Company immediately prior to such sale; or


 


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(d)                                 the stockholders of the Company
approve any plan or proposal for the liquidation of the Company; or


 


(e)                                  a change in the composition of the
Board such that the “Continuity Directors” cease for any reason to constitute
at least a majority of the Board. For purposes of this clause, “Continuity
Directors” means those members of the Board who either (i) were directors on
January 1, 2006 or (ii) were elected by, or on the nomination or recommendation
of, at least a two-thirds (2/3) majority of the then-existing Board (other than
a director whose initial assumption of office was in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company); or


 


(f)                                    such other event or transaction as
the Board shall determine constitutes a Change of Control.


 


2.9                                 “Code” means the Internal
Revenue Code of 1986, as amended (including, when the context requires, all
regulations, interpretations and rulings issued thereunder).


 


2.10                           “Committee” means the Nominating
and Corporate Governance Committee of the Board, or any successor committee
thereto.


 


2.11                           “Committee Chair Retainer” means
the annual cash retainer payable to Eligible Directors for service as the chair
of committees of the Board during the calendar year. The amount of the
Committee Chair Retainer is set forth on Exhibit A hereto, and may be
amended from time to time by the Board or the Committee.


 


2.12                           “Common Stock” means the
common stock of the Company, par value $0.01 per share.


 


2.13                           “Company” means Ceridian Corporation,
a Delaware corporation.


 


2.14                           “Deferred Shares” shall have
the meaning set forth in Section 7.3(a) hereof.


 


2.15                           “Deferred Stock Account”
means a book keeping account established and maintained by the Committee to
evidence amounts credited with respect to an Eligible Director’s election to
receive a portion of his or her Annual Retainer and, if applicable, Committee
Chair Retainer in the form of Retainer Deferred Share Awards.


 


2.16                           “Effective Date” means January
1, 2006.


 


2.17                           “Eligible Director” means a
director of the Company who is not an employee of the Company or any subsidiary
of the Company.


 


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


 


2.19                           “Fair Market Value” means,
with respect to the Common Stock, as of any date (or, if no shares were traded
or quoted on such date, as of the next preceding date on


 


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which there was such a trade or quote), the
closing sale price of a share of the Common Stock, at the end of the regular
trading session, which as of the Effective Date is 4:00 p.m., New York
City time, as reported on the New York Stock Exchange Composite Tape on that
date.


 


2.20                           “Issuance Year” means the calendar
year in which the Award was made to an Eligible Director.


 


2.21                           “Option” means a right to
purchase shares of Common Stock granted to an Eligible Director pursuant to
Section 6 of the Program that does not qualify as an “incentive stock option”
within the meaning of Section 422 of the Code. The amount of shares underlying
an Option is set forth on Exhibit A hereto, and may be amended from time
to time by the Board or the Committee.


 


2.22                           “Program” means this Ceridian
Corporation Non-Employee Director Compensation Program, as from time to time
amended or restated.


 


2.23                           “Restricted Shares” means
shares of Common Stock that are the subject of (a) a Restricted Stock Award,
and therefore subject to the restrictions on transferability and the risk of
forfeiture imposed by the provisions of Section 5 of the Program; or (b) a
Retainer Restricted Share Award, and therefore subject to the restrictions on
transferability and risk of forfeiture imposed by the provisions of Section 7.2
of the Program, as applicable.


 


2.24                           “Restricted Stock Award”
means a grant of Restricted Shares to an Eligible Director pursuant to Section
5 of the Program. The dollar value of a Restricted Stock Award is set forth on Exhibit
A hereto, and may be amended from time to time by the Board or the
Committee.


 


2.25                           “Retainer Deferred Share Award”
means that portion of the Annual Retainer and, if applicable, Committee Chair
Retainer that an Eligible Director has elected to defer in the form of a credit
to the Eligible Director’s Deferred Stock Account pursuant to Section 7.3 of
the Program.


 


2.26                           “Retainer Restricted Share Award”
means that portion of an Eligible Director’s Annual Retainer and, if
applicable, Committee Chair Retainer that the Eligible Director has elected to
receive in the form of Restricted Shares pursuant to Section 7.2 of the Program.


 


2.27                           “Retainer Share Award” means
a Retainer Deferred Share Award and/or a Retainer Restricted Share Award.


 


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


 


2.29                           “Separation from Service”
means a termination of an Eligible Director’s service with the Company and all
Affiliates as a director and non-employee consultant/advisor, provided such
termination constitutes a “separation from service” within the meaning of
Section 409A of the Code, or such other change in the Eligible


 


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Director’s relationship with the Company and
all Affiliates that constitutes a “separation from service” within the meaning
of Section 409A of the Code.


 


2.30                           “Stock Plan” means the then
current shareholder-approved stock incentive plan of the Company pursuant to
which stock based awards shall be granted to Eligible Directors, which as of
the Effective Date is the Ceridian Corporation 2004 Long-Term Stock Incentive
Plan.


 


3.                                       Program
Administration.


 


The Program will be administered by the
Committee. The Committee may retain such actuarial, accounting, legal, clerical
and other services as may reasonably be required in the administration of the Program,
and may pay reasonable compensation for such services. The Company will pay all
costs of administering the Program. All questions of interpretation of the Program
will be determined by the Committee, each determination, interpretation or
other action made or taken by the Committee pursuant to the provisions of the Program
will be conclusive and binding for all purposes and on all persons, and no
member of the Committee will be liable for any action or determination made in
good faith with respect to the Program or any Award granted under the Program
and the Stock Plan.


 


4.                                       Annual
Retainer, Committee Chair Retainer and Expenses.


 


4.1                                 Annual Retainer. Each Eligible Director is entitled
to receive an Annual Retainer. The portion of the Annual Retainer payable in
cash shall be paid in arrears on a quarterly basis on or about the 15th
day of March, June, September and December. In the event an Eligible Director
joins the Board during a calendar year, the Eligible Director will receive a
pro rata portion of the Annual Retainer and such portion will be paid entirely in
cash on a quarterly basis. In addition, a pro rata portion of the Annual
Retainer payable in cash shall be forfeited if an Eligible Director ceases to
be an Eligible Director prior to December 31.


 


4.2                                 Committee Chair Retainer. The chairs of committees of the
Board are each entitled to receive a Committee Chair Retainer. The portion of
any Committee Chair Retainer payable in cash shall be paid in arrears on a
quarterly basis on or about the 15th day of March, June, September
and December. In the event an Eligible Director becomes a chair of a committee
of the Board during a calendar year, the committee chair will receive a pro
rata portion of the Committee Chair Retainer and such portion will be paid entirely
in cash on a quarterly basis. In addition, a pro rata portion of the Committee
Chair Retainer payable in cash shall be forfeited if the Eligible Director
ceases to be a chair of a committee of the Board prior to December 31.


 


4.3                                 Expenses. Each Eligible Director is entitled
to reimbursement for reasonable travel costs of attending Board and committee
meetings and other business purposes related to Board membership. Such
reimbursement shall be payable in cash after receipt of proper documentation by
the Company from such Eligible Director.


 


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5.                                       New
Director Restricted Stock Awards.


 


5.1                                 Grants to New Directors. At such time after the Effective Date
as additional Eligible Directors are first elected or appointed to the Board to
fill new directorships or to fill vacancies, each such Eligible Director will
receive, on a one-time basis on the date of his or her first election or
appointment to the Board, a Restricted Stock Award. The number of Restricted
Shares to be awarded to each such Eligible Director pursuant to such Restricted
Stock Award shall be determined by dividing the dollar value of the Restricted
Stock Award by the Average Market Price calculated on the date of such Eligible
Director’s first election or appointment to the Board, and then rounding the result
to the nearest 100 shares. Such Restricted Stock Award shall be awarded under
the Stock Plan. In addition to the terms and conditions set forth below, such
Restricted Stock Award shall be subject to the terms and conditions of the
Stock Plan and any applicable Award Agreement.


 


5.2                                 Restrictions. Restricted Shares that are awarded
to an Eligible Director pursuant to a Restricted Stock Award may not be sold,
assigned or otherwise transferred, or subjected to any lien, either voluntarily
or involuntarily, by operation of law or otherwise, until such time and only to
the extent that such restrictions on transferability have lapsed as provided in
this Section 5.2 and in the Award Agreement. For purposes of this Program, the
lapsing of such transferability restrictions is referred to as “vesting,” and
Restricted Shares that are no longer subject to such transferability
restrictions are referred to as “vested.” Except as otherwise provided in the
Award Agreement, 20% of the total number of Restricted Shares subject to a
Restricted Stock Award will vest on each of the first five anniversary dates of
the date such Restricted Stock Award was granted.


 


6.                                       Option.


 


6.1                                 Grant. Each Eligible Director will be
granted on an annual basis, at such time as the Eligible Director is elected or
re-elected to the Board by the stockholders of the Company, an Option. Such
Option will be granted only upon such election or re-election of the Eligible
Director, and no Option will be granted if the Eligible Director is not so
elected or re-elected. Such Option shall be awarded under the Stock Plan. In
addition to the terms and conditions set forth below, such Option shall be
subject to the terms and conditions of the Stock Plan and any applicable Award
Agreement.


 


6.2                                 Exercise Price, Exercisability and
Duration. The
per share price to be paid by an Eligible Director upon exercise of an Option
will be 100% of the Fair Market Value of one share of Common Stock on the date
of grant. Except as otherwise provided in the Award Agreement, one-third of each
Option will become exercisable on each of the first three anniversaries of its date
of grant and will expire and will no longer be exercisable on the fifth
anniversary of its date of grant.


 


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7.                                       Payment
of Portion of Annual Retainer in Retainer Share Award.


 


7.1                                 Annual Retainer Election.


 


(a)                                  Each year an Eligible Director must
elect to receive at least fifty percent (50%) (or such other greater percentage
as the Committee shall determine) and may elect to receive more of his or her
Annual Retainer in the form of (a) Retainer Restricted Share Awards pursuant to
Section 7.2, (b) Retainer Deferred Share Awards pursuant to Section 7.3, or (c)
a combination of Retainer Restricted Share Awards and Retainer Deferred Share
Awards. Each year an Eligible Director, if applicable, may elect to receive a
portion of his or her Committee Chair Retainer in the form of (a) Retainer
Restricted Share Awards pursuant to Section 7.2, (b) Retainer Deferred Share Awards
pursuant to 7.3, or (c) a combination of Retainer Restricted Share Awards and
Retainer Deferred Share Awards. In the event that an Eligible Director fails to
make a valid Annual Retainer Election, such Eligible Director shall be deemed
to have elected to receive (a) fifty percent (50%) (or such other greater
percentage as the Committee shall determine) of his or her Annual Retainer in
the form of Retainer Restricted Share Awards and any balance of his or her
Annual Retainer in cash and (b) if applicable, one hundred percent (100%) of
the Committee Chair Retainer in cash.


 


(b)                                 The Annual Retainer Election is made
by the Eligible Director by filing, no later than December 31 of each year (or
by such other date as the Committee shall determine), an irrevocable election
with the Company on a form provided for that purpose. The Annual Retainer
Election shall be effective with respect to the Annual Retainer and Committee
Chair Retainer payable with respect to services performed during the next
calendar year. The Annual Retainer Election form shall specify an amount to be
received in the form of Retainer Restricted Share Awards and/or Retainer
Deferred Share Awards expressed as a dollar amount or as a percentage of the
Eligible Director’s Annual Retainer and, if applicable, Committee Chair
Retainer. The issuance of such a Retainer Restricted Share Award or Retainer
Deferred Share Award shall be in lieu of payment of that portion of the Annual
Retainer and Committee Chair Retainer in cash.


 


7.2                                 Retainer Restricted Share Awards.


 


(a)                                  On the first trading day of the
calendar year, an Eligible Director shall be granted a Retainer Restricted
Share Award equal to the number of shares of Common Stock determined by dividing
an amount equal to the amount of the Annual Retainer and, if applicable, the Committee
Chair Retainer that the Eligible Director elected to receive (or is deemed to
have elected to receive) in the form of a Retainer Restricted Share Award by
the Average Market Price calculated on the first trading day of the calendar
year, rounded up to the nearest whole share. Any such Retainer Restricted Share
Award shall be awarded under the Stock Plan. In addition to the terms and
conditions set forth below, such Retainer Restricted Share Award shall be
subject to the terms and conditions of the Stock Plan and any applicable Award
Agreement.


 


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(b)                                 Shares subject to a Retainer
Restricted Share Award may not be sold, assigned or otherwise transferred, or
subjected to any lien, either voluntarily or involuntarily, by operation of law
or otherwise, until the Eligible Director’s service with the Company ceases. In
the event an Eligible Director’s service with the Company ceases prior to
December 31 of the Issuance Year (unless such cessation of service occurs
following a Change of Control), a portion of the shares subject to a Retainer
Restricted Share Award will be forfeited in an amount equal to the number of
shares subject to such Retainer Restricted Share Award multiplied by a
fraction, the numerator of which is the number of days remaining in the
Issuance Year after the date of such Eligible Director’s service with the
Company ceases and the denominator of which is 365, rounded down to the nearest
whole share.


 


7.3                                 Retainer Deferred Share Awards.


 


(a)                                  On the first trading day of the
calendar year, an Eligible Director shall receive a credit to his or her
Deferred Stock Account equal to the number of shares of Common Stock (“Deferred
Shares”) determined by dividing an amount equal to the amount of the Annual
Retainer and, if applicable, the Committee Chair Retainer that the Eligible
Director elected to receive in the form of a Retainer Deferred Share Award by
the Average Market Price calculated on the first trading day of the calendar
year, rounded up to the nearest
whole share. Any such Retainer Deferred Share Award shall be awarded under the
Stock Plan. In addition to the terms and conditions set forth below, such
Retainer Deferred Share Award shall be subject to the terms and conditions of
the Stock Plan; provided, however, that the terms and conditions set forth
below shall be deemed to constitute the Award Agreement with respect to any
Retainer Deferred Share Award and no separate, executed Award Agreement shall
be required under the terms of the Program or the Stock Plan.


 


(b)                                 In the event an Eligible Director
incurs a Separation from Service prior to December 31 of the Issuance Year
(unless such Separation from Service occurs following a Change of Control), a
portion of the Deferred Shares credited to the Eligible Director’s Deferred
Stock Account will be forfeited in an amount equal to the Deferred Shares
multiplied by a fraction, the numerator of which is the number of days
remaining in the Issuance Year after the date of such Eligible Director’s
Separation from Service and the denominator of which is 365, rounded down to
the nearest whole share.


 


(c)                                  Each time a cash dividend is paid on
the Common Stock, the Eligible Director shall receive a credit to his or her
Deferred Stock Account equal to that number of shares of Common Stock (rounded
to the nearest whole share) having a Fair Market Value on the dividend payment
date equal to the amount of the cash dividend payable on the number of shares
credited to the Eligible Director’s Deferred Stock Account on the dividend
record date. Each time there is a change in the number or character of the
Common Stock (through any stock dividend or other distribution,
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation split-up, spin-off, combination, repurchase or exchange of shares
or otherwise), the Eligible Director shall receive a credit to his or her
Deferred Stock Account equal to that change in number or character of the
Common Stock.


 


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(d)                                 At the time of making the Annual
Retainer Election, each Eligible Director shall also complete a deferral
payment election specifying one of the payment options described in Section
7.3(e) below with respect to the Deferred Shares subject to such Annual
Retainer Election.


 


(e)                                  An Eligible Director may elect to
receive payment of his or her Deferred Stock Account in a lump sum on January
10 of the year (or the first business day thereafter) following the Eligible
Director’s Separation from Service on the Board or in five, ten or fifteen
annual installments beginning on January 10 of the year (or the first business
day thereafter) following the Eligible Director’s Separation from Service. If
an Eligible Director fails to make a deferral payment election, such Eligible
Director shall be deemed to have elected a single lump sum payment. All
payments shall be made in shares of Common Stock plus cash in lieu of any
fractional share. If an Eligible Director elects to receive installment
payments from his or her Deferred Stock Account, the amount of each installment
payment shall be computed as the number of shares credited to the Eligible
Director’s Deferred Stock Account, multiplied by a fraction, the numerator of
which is one and the denominator of which is the total number of installments
elected (i.e., five, ten or
fifteen) minus the number of installments previously paid. Amounts paid prior
to the final installment payment shall be rounded to the nearest whole number
of shares; the final installment payment shall be for the whole number of
shares then credited to the Eligible Director’s Deferred Stock Account,
together with cash in lieu of any fractional share.


 


(f)                                    An
Eligible Director may elect to change the form of his or her distribution after
making his or her Annual Retainer Election (other than on account of a Change
in Control under Section 7.3(i)), provided (i) the Eligible Director makes such
election in accordance with rules established by the Committee at least 12
months prior to the date that the Eligible Director’s first scheduled payment
was to begin, (ii) the election may not take effect until at least 12 months
after the date on which a completed election is filed with the Committee, and
(iii) the election defers commencement of the benefit at least 5 years beyond
the date payment otherwise would have been made or commenced, except with
respect to payments on account of death. An installment distribution shall be
treated as a single payment for purposes of this Section 7(f).


 


(g)                                 If an Eligible Director dies before
receiving all payments to which he or she is entitled under this Section 7.3 of
the Program, payment shall be made in the form elected by the Eligible Director
to the beneficiary designated by the Eligible Director on a form provided for
that purpose and delivered to and accepted by the Committee or, in the absence
of a valid designation or if the designated beneficiary does not survive the
Eligible Director, to such Eligible Director’s estate.


 


(h)                                 No right to receive payments under
this Section 7.3 of the Program nor any shares of Common Stock credited to an
Eligible Director’s Deferred Stock Account shall be assignable or transferable
by an Eligible Director other than by will or the laws of descent and
distribution. The designation of a beneficiary by an Eligible Director pursuant
to Section 7.3(g) does not constitute a transfer.


 


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(i)                                     Notwithstanding anything to the
contrary set forth in the Program, upon the occurrence of a Change of Control
of the Company, then if, and only if, such Change of Control is determined by
the Committee to be a “change of control” within the meaning of Section 409A of
the Code, credits to an Eligible Director’s Deferred Stock Account as of the
business day immediately prior to the effective date of the transaction
constituting the Change of Control shall be paid in full to the Eligible
Director or the Eligible Director’s beneficiary or estate, as the case may be, in
whole shares of Common Stock (together with cash in lieu of a fractional share)
on such date.


 


8.                                       Rights
of Eligible Directors.


 


8.1                                 Service as a Director. Nothing in the Program nor the
Stock Plan will interfere with or limit in any way the right of the
stockholders of the Company to remove an Eligible Director, and neither the Program
nor the Stock Plan, nor the granting of an Award nor any other action taken
pursuant to the Program or Stock Plan, will constitute or be evidence of any
agreement or understanding, express or implied, that the stockholders of the
Company will re-elect an Eligible Director for any period of time or at any
particular rate of compensation.


 


8.2                                 Non-Exclusivity of the Program. Nothing contained in the Program
is intended to create any limitations on the power or authority of the Board to
adopt such additional or other compensation arrangements for non-employee
directors as the Board may deem necessary or desirable.


 


9.                                       Securities
Law and Other Restrictions.


 


Notwithstanding any other provision of the Program
or any agreements entered into pursuant to the Program, the Company will not be
required to issue any shares of Common Stock under this Program, and an
Eligible Director may not sell, assign, transfer or otherwise dispose of shares
of Common Stock issued pursuant to Awards granted under the Program, unless (a)
there is in effect with respect to such shares a registration statement under
the Securities Act and any applicable state securities laws or an exemption
from such registration under the Securities Act and applicable state securities
laws, and (b) there has been obtained any other consent, approval or permit
from any other regulatory body which the Committee, in its sole discretion,
deems necessary or advisable. The Company may condition such issuance, sale or
transfer upon the receipt of any representations or agreements from the parties
involved, and the placement of any legends on certificates representing shares
of Common Stock, as may be deemed necessary or advisable by the Company in
order to comply with such securities law or other restrictions.


 


10.                                 Program
Effective Date, Duration, Amendment, Modification and Termination.


 


The Program shall be deemed effective as of the
Effective Date and shall continue in full force and effect until suspended or
terminated by the Committee or the Board. The Committee or the Board may
suspend or terminate the Program or any portion thereof at any time, and may
amend the Program from time to time in such respects as the


 


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Committee or the Board may deem advisable in
order that Awards under the Program will conform to any change in applicable
laws or regulations or in any other respect the Committee or the Board may deem
to be in the best interests of the Company; provided, however, that no
amendments to the Program will be effective without approval of the
stockholders of the Company if stockholder approval of the amendment is then
required pursuant to the rules of the New York Stock Exchange or any similar
regulatory body. Payments of amounts due under Section 7.3 may not be
accelerated on account of a termination of the Program unless and only to the
extent permitted under Section 409A of the Code.


 


11.                                 Stock
Plan.


 


Notwithstanding anything stated to the
contrary herein, all Awards granted pursuant to the Program shall be awarded
under, and in accordance with, the terms of the Stock Plan.


 


12.                                 Miscellaneous.


 


12.1                           Governing Law. Notwithstanding conflict of law
provisions, the validity, construction, interpretation, administration and
effect of the Program and any rules, regulations and actions relating to the Program
will be governed by and construed exclusively in accordance with the laws of
the State of Delaware.


 


12.2                           Successors and Assigns. The Program will be binding upon
and inure to the benefit of the successors and permitted assigns of the Company
and the Eligible Directors.


 


12.3                           No Representation or Warranty. The Company makes no
representation or warranty regarding the tax consequences relating to any
Award, and the Company recommends that the Eligible Director consult with his
or her own advisors before making any determination regarding the election to
receive, exercise or the sale of an Award.


 


12.4                           Unfunded Program. The Program shall be unfunded and
shall not create (or be construed to create) a trust or separate fund or funds.
The Program shall not establish any fiduciary relationship between the Company
and any Eligible Director or other person. To the extent any person holds any
rights by virtue of a grant under the Program, such rights shall be no greater
than the rights of an unsecured general creditor of the Company. If the Company
shall, in fact, elect to set aside monies or other assets to meet its
obligations under Section 7.3 of the Program (there being no obligation to do
so), whether in a grantor trust or otherwise, the same shall, nevertheless, be
regarded as a part of the general assets of the Company subject to the claims
of its general creditors, and neither any Eligible Director nor any beneficiary
of any Eligible Director shall have a legal, beneficial, or security interest
therein.


 


11

















 


EXHIBIT
A


 




	
  Annual Retainer

  	
   

  	
  $

  	
  65,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Committee Chair Retainer (Audit)

  	
   

  	
  $

  	
  15,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Committee Chair Retainer (Other)

  	
   

  	
  $

  	
  10,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Option Award

  	
   

  	
  8,000

  	
   shares

  
	
   

  	
   

  	
   

  	
   

  
	
  New Director Restricted Stock Award

  	
   

  	
  $

  	
  150,000

  	
   value

  






 


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