EXHIBIT 10.1


 


CERIDIAN CORPORATION

2004 LONG-TERM STOCK INCENTIVE PLAN


 


Section 1.                                            Purpose.


 


The purpose of the Plan
is to promote the interests of the Company and its stockholders by aiding the
Company in attracting and retaining employees, officers, consultants, advisors
and non-employee Directors capable of assuring the future success of the
Company, to offer such persons incentives to put forth maximum efforts for the
success of the Company’s business and to compensate such persons through
various stock-based arrangements and provide them with opportunities for stock
ownership in the Company, thereby aligning the interests of such persons with
the Company’s stockholders.


 


Section 2.                                            Definitions.


 


As used in the Plan, the
following terms shall have the meanings set forth below:


 


(a)                                  “Affiliate”
shall mean (i) any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company and (ii) any entity in which the
Company has a significant equity interest, in each case as determined by the
Committee.


 


(b)                                 “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Dividend Equivalent, Performance Award, Stock Award or Other
Stock-Based Award granted under the Plan.


 


(c)                                  “Award
Agreement” shall mean any written agreement, contract or other instrument or
document evidencing an Award granted under the Plan.  Each Award Agreement shall be subject to the
applicable terms and conditions of the Plan and any other terms and conditions
(not inconsistent with the Plan) determined by the Committee.


 


(d)                                 “Board”
shall mean the Board of Directors of the Company.


 


(e)                                  “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any regulations promulgated thereunder.


 


(f)                                    “Committee”
shall mean the Compensation and Human Resources Committee of the Board or any
successor committee of the Board designated by the Board to administer the
Plan.  The Committee shall be comprised
of not less than such number of Directors as shall be required to permit Awards
granted under the Plan to qualify under Rule 16b-3, and each member of the
Committee shall be a “Non-Employee Director” within the meaning of
Rule 16b-3 and an “outside director” within the meaning of Section 162(m)
of the Code.  The Company expects to have
the Plan administered in accordance with the requirements for the award of “qualified
performance-based compensation” within the meaning of Section 162(m) of the
Code.


 


(g)                                 “Company”
shall mean Ceridian Corporation, a Delaware corporation.


 

















 


(h)                                 “Director”
shall mean a member of the Board.


 


(i)                                     “Dividend
Equivalent” shall mean any right granted under Section 6(d) of the Plan.


 


(j)                                     “Eligible
Person” shall mean any employee, officer, consultant, advisor or non-employee
Director providing services to the Company or any Affiliate whom the Committee
determines to be an Eligible Person.  An
Eligible Person must be a natural person.


 


(k)                                  “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(l)                                     “Fair
Market Value” shall mean, with respect to any property (including, without
limitation, any Shares or other securities), the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Committee. 
Notwithstanding the foregoing, unless otherwise determined by the
Committee, the Fair Market Value
of Shares on a given date for purposes of the Plan shall be the closing sale
price of the Shares on the New York Stock Exchange as reported in the
consolidated transaction reporting system on such date or, if such Exchange is
not open for trading on such date, on the most recent preceding date when such
Exchange is open for trading.


 


(m)                               “Incentive
Stock Option” shall mean an option granted under Section 6(a) of the Plan that
is intended to meet the requirements of Section 422 of the Code or any
successor provision.


 


(n)                                 “Non-Qualified
Stock Option” shall mean an option granted under Section 6(a) of the Plan that
is not intended to be an Incentive Stock Option.


 


(o)                                 “Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


 


(p)                                 “Other
Stock-Based Award” shall mean any right granted under Section 6(g) of the Plan.


 


(q)                                 “Participant”
shall mean an Eligible Person designated to be granted an Award under the Plan.


 


(r)                                    “Performance
Award” shall mean any right granted under Section 6(e) of the Plan.


 


(s)                                  “Performance
Goal” shall mean one or more of the following performance goals, either
individually, alternatively or in any combination, applied on a corporate,
subsidiary or business unit basis:  cash
flow, earnings (including one or more of gross profit, earnings before interest
and taxes, earnings before interest, taxes, depreciation and amortization and
net earnings), earnings per share, margins (including one or more of gross,
operating and net income margins), returns (including one or more of return on
assets, equity, investment, capital and revenue and total stockholder return),
stock price, economic value added, working capital, market share, cost reductions
and strategic plan development and implementation.  Such goals


 


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may reflect absolute
entity or business unit performance or a relative comparison to the performance
of a peer group of entities or other external measure of the selected
performance criteria.  Pursuant to rules
and conditions adopted by the Committee on or before the 90th day of the
applicable performance period for which Performance Goals are established, the
Committee may appropriately adjust any evaluation of performance under such
goals to exclude the effect of certain events, including any of the following
events:  asset write-downs; litigation or
claim judgments or settlements; changes in tax law, accounting principles or
other such laws or provisions affecting reported results; severance, contract
termination and other costs related to exiting certain business activities; and
gains or losses from the disposition of businesses or assets or from the early
extinguishment of debt.


 


(t)                                    “Person”
shall mean any individual, corporation, partnership, association or trust.


 


(u)                                 “Plan”
shall mean this Ceridian Corporation 2004 Long-Term Stock Incentive Plan, as
amended from time to time.


 


(v)                                 “Reload
Option” shall mean a Non-Qualified Stock Option granted under Section 6(a)(iv)
of the Plan.


 


(w)                               “Restricted
Stock” shall mean any Share granted under Section 6(c) of the Plan.


 


(x)                                   “Restricted
Stock Unit” shall mean any unit granted under Section 6(c) of the Plan
evidencing the right to receive a Share (or a cash payment equal to the Fair
Market Value of a Share) at some future date.


 


(y)                                 “Rule
16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Exchange Act or any successor rule or regulation.


 


(z)                                   “Section
162(m)” shall mean Section 162(m) of the Code and the applicable Treasury
Regulations promulgated thereunder.


 


(aa)                            “Shares”
shall mean shares of Common Stock, par value of $0.01 per share, of the Company
or such other securities or property as may become subject to Awards pursuant
to an adjustment made under Section 4(c) of the Plan.


 


(bb)                          “Stock
Appreciation Right” shall mean any right granted under Section 6(b) of the
Plan.


 


(cc)                            “Stock
Award” shall mean any Share granted under Section 6(f) of the Plan.


 


Section 3.                                            Administration.


 


(a)                                  Power
and Authority of the Committee.  The
Plan shall be administered by the Committee. 
Subject to the express provisions of the Plan and to applicable law, the
Committee shall have full power and authority to:  (i) designate Participants;
(ii) determine the


 


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type or types of Awards
to be granted to each Participant under the Plan; (iii) determine the
number of Shares to be covered by (or the method by which payments or other
rights are to be calculated in connection with) each Award; (iv) determine
the terms and conditions of any Award or Award Agreement; (v) amend the
terms and conditions of any Award or Award Agreement, provided, however, that,
except as otherwise provided in Section 4(c) hereof, the Committee shall not
reprice, adjust or amend the exercise price of Options or the grant price of
Stock Appreciation Rights previously awarded to any Participant, whether
through amendment, cancellation and replacement grant, or any other means;
(vi) accelerate the exercisability of any Award or the lapse of
restrictions relating to any Award; (vii) determine whether, to what
extent and under what circumstances Awards may be exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited or
suspended; (viii) determine whether, to what extent and under what
circumstances cash, Shares, other securities, other Awards, other property and
other amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder of the Award or the
Committee; (ix) interpret and administer the Plan and any instrument or
agreement, including any Award Agreement, relating to the Plan; (x) establish,
amend, suspend or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the Plan; and (xi)
make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award or Award Agreement shall be
within the sole discretion of the Committee, may be made at any time and shall
be final, conclusive and binding upon any Participant, any holder or
beneficiary of any Award or Award Agreement, and any employee of the Company or
any Affiliate.


 


(b)                                 Delegation.  The Committee may delegate its powers and
duties under the Plan to one or more Directors (including a Director who is
also an officer of the Company) or a committee of Directors, subject to such
terms, conditions and limitations as the Committee may establish in its sole
discretion; provided, however, that the Committee shall not delegate its powers
and duties under the Plan (i) with regard to officers or directors of the
Company or any Affiliate who are subject to Section 16 of the Exchange Act or
(ii) in such a manner as would cause the Plan not to comply with the
requirements of Section 162(m) of the Code. 
In addition, the Committee may authorize one or more officers of the
Company to grant Options under the Plan, subject to the limitations of Section
157 of the Delaware General Corporation Law; provided, however, that such
officers shall not be authorized to grant Options to officers or directors of
the Company or any Affiliate who are subject to Section 16 of the Exchange Act.


 


(c)                                  Power
and Authority of the Board of Directors. 
Notwithstanding anything to the contrary contained herein, the Board
may, at any time and from time to time, without any further action of the
Committee, exercise the powers and duties of the Committee under the Plan,
unless the exercise of such powers and duties by the Board would cause the Plan
not to comply with the requirements of Section 162(m) of the Code.


 


Section 4.                                            Shares
Available for Awards.


 


(a)                                  Shares
Available.  Subject to adjustment as
provided in Section 4(c) of the Plan, the aggregate number of Shares that
may be issued under all Awards under the Plan shall


 


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be 6,000,000.  Shares to be issued under the Plan will be
authorized but unissued Shares or Shares that have been reacquired by the Company
and designated as treasury shares.  If an
Award terminates or is forfeited or cancelled without the issuance of any
Shares, or if any Shares covered by an Award or to which an Award relates are
not issued for any other reason, then the number of Shares counted against the
aggregate number of Shares available under the Plan with respect to such Award,
to the extent of any such termination, forfeiture, cancellation or other event,
shall again be available for granting Awards under the Plan.  If
Shares of Restricted Stock are forfeited or otherwise reacquired by the Company
prior to vesting, whether or not dividends have been paid on such Shares, then
the number of Shares counted against the aggregate number of Shares available
under the Plan with respect to such Award of Restricted Stock, to the extent of
any such forfeiture or reacquisition by the Company, shall again be available
for granting Awards under the Plan. 
Shares that are withheld in full or partial payment to the Company of
the purchase or exercise price relating to an Award or in connection with the
satisfaction of tax obligations relating to an Award shall again be available
for granting Awards under the Plan, except that, after May 11, 2014, any Shares
withheld in connection with the satisfaction of tax obligations relating to
Restricted Stock shall not be available for granting Awards.  Prior to May 11, 2014, any previously issued
Shares that are used by a Participant as full or partial payment to the Company
of the purchase or exercise price relating to an Award or in connection with
the satisfaction of tax obligations relating to an Award shall again be
available for granting Awards under the Plan.


 


(b)                                 Accounting
for Awards.  For purposes of this
Section 4, if an Award entitles the holder thereof to receive or purchase
Shares, the number of Shares covered by such Award or to which such Award
relates shall be counted on the date of grant of such Award against the
aggregate number of Shares available for granting Awards under the Plan.


 


(c)                                  Adjustments.  In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
Shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event affects
the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities or other property)
that thereafter may be made the subject of Awards, (ii) the number and
type of Shares (or other securities or other property) subject to outstanding
Awards and (iii) the purchase or exercise price with respect to any Award.


 


(d)                                 Award
Limitations Under the Plan.


 


(i)                                     Section
162(m) Limitation for Certain Types of Awards.  No Eligible Person may be granted Options,
Stock Appreciation Rights or any other Award or Awards under the Plan, the
value of which Award or Awards is based solely on an increase in the value of
the Shares after the date of grant of such Award or Awards, for more than
2,000,000 Shares (subject to
adjustment as provided in Section 4(c) of the Plan) in the aggregate in
any calendar year.  The foregoing annual
limitation specifically includes the grant of any Award or


 


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Awards representing “qualified
performance-based compensation” within the meaning of Section 162(m) of the
Code.


 


(ii)                                  Section
162(m) Limitation for Performance Awards. 
The maximum amount payable pursuant to all Performance Awards to any
Participant in the aggregate in any calendar year shall be $2,000,000 in value,
whether payable in cash, Shares or other property.  This limitation does not apply to any Award
subject to the limitation contained in Section 4(d)(i) of the Plan.


 


(iii)                               Plan
Limitation on Restricted Stock, Restricted Stock Units and Stock Awards.  No more than 2,000,000 Shares, subject to
adjustment as provided in Section 4(c) of the Plan, shall be available under
the Plan for issuance pursuant to grants of Restricted Stock, Restricted Stock
Units and Stock Awards; provided, however, that if any Awards of Restricted
Stock Units terminate or are forfeited or cancelled without the issuance of any
Shares or if Shares of Restricted Stock are forfeited or otherwise reacquired
by the Company prior to vesting, whether or not dividends have been paid on such
Shares, then the Shares subject to such termination, forfeiture, cancellation
or reacquisition by the Company shall again be available for grants of
Restricted Stock, Restricted Stock Units and Stock Awards for purposes of this
limitation on grants of such Awards.


 


(iv)                              Limitation
on Awards Granted to Non-Employee Directors.  Directors who are not also employees of the
Company or an Affiliate may not be granted Awards in the aggregate for more
than 5% of the Shares available for Awards under the Plan, subject to
adjustment as provided in Section 4(c) of the Plan.


 


(v)                                 Limitation
on Incentive Stock Options.  The
number of Shares available for granting Incentive Stock Options under the Plan
shall not exceed 6,000,000, subject to adjustment as provided in Section 4(c)
of the Plan and subject to the provisions of Section 422 or 424 of the Code or
any successor provision.


 


Section 5.                                            Eligibility.


 


Any Eligible Person shall
be eligible to be designated a Participant. 
In determining which Eligible Persons shall receive an Award and the
terms of any Award, the Committee may take into account the nature of the
services rendered by the respective Eligible Persons, their present and
potential contributions to the success of the Company or such other factors as
the Committee, in its discretion, shall deem relevant.  Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full-time or part-time employees (which
term as used herein includes, without limitation, officers and Directors who
are also employees), and an Incentive Stock Option shall not be granted to an
employee of an Affiliate unless such Affiliate is also a “subsidiary
corporation” of the Company within the meaning of Section 424(f) of the
Code or any successor provision.


 


Section 6.                                            Awards.


 


(a)                                  Options.  The Committee is hereby authorized to grant
Options to Eligible Persons with the following terms and conditions and with
such additional terms and conditions not inconsistent with the provisions of
the Plan as the Committee shall determine:


 


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(i)                                     Exercise
Price.  The purchase price per Share
purchasable under an Option shall be determined by the Committee and shall not
be less than 100% of the Fair Market Value of a Share on the date of grant of
such Option; provided, however, that the Committee may designate a per share
exercise price below Fair Market Value on the date of grant (A) to the extent
necessary or appropriate, as determined by the Committee, to satisfy applicable
legal or regulatory requirements of a foreign jurisdiction or (B) if the Option
is granted in substitution for a stock option previously granted by an entity
that is acquired by or merged with the Company or an Affiliate.


 


(ii)                                  Option
Term.  The term of each Option shall
be fixed by the Committee but shall not be longer than 10 years from the date
of grant.


 


(iii)                               Time
and Method of Exercise.  The
Committee shall determine the time or times at which an Option may be exercised
in whole or in part and the method or methods by which, and the form or forms
(including, without limitation, cash, Shares, other securities, other Awards or
other property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the applicable exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.


 


(iv)                              Reload
Options.  Subject to the terms and
conditions established by the Committee, the Committee may grant Options (“Reload
Options”) separately or together with another Option, pursuant to which the
Participant would be granted a new Option when the payment of the exercise
price of a previously granted stock option is made by the delivery of Shares
already owned by the Participant pursuant to Section 6(a)(iii) hereof (or the
provisions of another plan under which the stock option was granted) and/or
when Shares are tendered or withheld as payment of the amount to be withheld
under applicable income tax laws in connection with the exercise of the stock
option, which new Option would be an Option to purchase the number of Shares
not exceeding the sum of (A) the number of Shares delivered as
consideration upon the exercise of the previously granted stock option to which
such Reload Option relates and (B) the number of Shares, if any, tendered
or withheld as payment of the amount to be withheld under applicable tax laws
in connection with the exercise of the previously granted stock option to which
such Reload Option relates pursuant to the relevant provisions of the plan or
agreement relating to such stock option. 
Shares delivered as payment of part or all of the exercise price of the
Option that have been owned by the Participant less than six months will not be
counted for purposes of determining the number of Shares that may be subject to
the Reload Option.  In addition, any
Reload Option shall be subject to availability of sufficient Shares for grant
under the Plan.  Reload Options may be
granted with respect to Options previously granted under the Plan or options
granted another plan of the Company or may be granted in connection with any
Option granted under the Plan at the time of such grant.  Reload Options may be granted only with
respect to non-qualified stock options. 
No Reload Option may be granted with respect to the exercise of any
other Reload Option granted under this Plan or another plan of the
Company.  Reload Options may be granted
only to Participants who continue to be Eligible Persons on the date of grant
of a Reload Option.  Reload Options shall
have a per share exercise price equal to the Fair Market Value of one Share as
of the date of grant of the Reload Option and shall have a term not to exceed
the remaining term of the Option with respect to which the Reload Option was
granted.  A Reload Option may not be
exercised less than six months after the date of grant of such Reload Option.


 


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(b)                                 Stock
Appreciation Rights.  The Committee
is hereby authorized to grant Stock Appreciation Rights to Eligible Persons
subject to the terms of the Plan and any applicable Award Agreement.  A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise
thereof the excess of (i) the Fair Market Value of one Share on the date of
exercise (or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise) over (ii) the grant
price of the Stock Appreciation Right as specified by the Committee, which
price shall not be less than 100% of the Fair Market Value of one Share on the
date of grant of the Stock Appreciation Right; provided, however, that the
Committee may designate a per share grant price below Fair Market Value on the
date of grant (A) to the extent necessary or appropriate, as determined by
the Committee, to satisfy applicable legal or regulatory requirements of a
foreign jurisdiction or (B) if the Stock Appreciation Right is granted in
substitution for a stock appreciation right previously granted by an entity
that is acquired by or merged with the Company or an Affiliate.  Subject to the terms of the Plan and any
applicable Award Agreement, the grant price, term, methods of exercise, dates
of exercise, methods of settlement and any other terms and conditions of any
Stock Appreciation Right shall be as determined by the Committee.  The Committee may impose such conditions or
restrictions on the exercise of any Stock Appreciation Right as it may deem
appropriate.


 


(c)                                  Restricted
Stock and Restricted Stock Units. 
The Committee is hereby authorized to grant Awards of Restricted Stock
and Restricted Stock Units to Eligible Persons with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:


 


(i)                                     Restrictions.  Shares of Restricted Stock and Restricted
Stock Units shall be subject to such restrictions as the Committee may impose
(including, without limitation, any limitation on the right to vote a Share of
Restricted Stock or the right to receive any dividend or other right or
property with respect thereto), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise, as the
Committee may deem appropriate.  The
minimum vesting period of such Awards shall be three years from the date of
grant, unless (1) the Award is conditioned on performance of the Company or an
Affiliate or on personal performance (other than continued service with the
Company or an Affiliate), in which case the Award may vest over a period of at
least one year from the date of grant, or (2) the Award is granted to a
non-employee Director in lieu of all or a portion of such Director’s annual
Board retainer, committee chair fees or other Board cash compensation, in which
case the Award may vest over such period as the Committee deems appropriate.  Notwithstanding the foregoing, the Committee
may permit acceleration of vesting of such Awards in the event of the
Participant’s death, disability or retirement or a change in control of the
Company.


 


(ii)                                  Issuance
and Delivery of Shares.  Any
Restricted Stock granted under the Plan shall be issued at the time such Awards
are granted and may be evidenced in such manner as the Committee may deem
appropriate, including book-entry registration or issuance of a stock
certificate or certificates, which certificate or certificates shall be held by
the Company.  Such certificate or
certificates shall be registered in the name of the Participant and shall bear
an appropriate legend referring to the restrictions applicable to such
Restricted Stock.  Shares representing
Restricted Stock that is no longer subject to restrictions shall be delivered
to the Participant promptly after the applicable restrictions lapse or are
waived.  In the case of


 


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Restricted Stock Units,
no Shares shall be issued at the time such Awards are granted.  Upon the lapse or waiver of restrictions and
the restricted period relating to Restricted Stock Units evidencing the right
to receive Shares, such Shares shall be issued and delivered to the holder of
the Restricted Stock Units.


 


(iii)                               Forfeiture.  Except as otherwise determined by the
Committee, upon a Participant’s termination of employment or resignation or
removal as a Director (in either case, as determined under criteria established
by the Committee) during the applicable restriction period, all Shares of
Restricted Stock and all Restricted Stock Units held by the Participant at such
time shall be forfeited and reacquired by the Company; provided, however, that
the Committee may, when it finds that a waiver would be in the best interest of
the Company, waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units.


 


(d)                                 Dividend
Equivalents.  The Committee is hereby
authorized to grant Dividend Equivalents to Eligible Persons under which the
Participant shall be entitled to receive payments (in cash, Shares, other
securities, other Awards or other property as determined in the discretion of
the Committee) equivalent to the amount of cash dividends paid by the Company
to holders of Shares with respect to a number of Shares determined by the
Committee.  Subject to the terms of the
Plan and any applicable Award Agreement, such Dividend Equivalents may have
such terms and conditions as the Committee shall determine.


 


(e)                                  Performance
Awards.  The Committee is hereby
authorized to grant to Eligible Persons Performance Awards which are intended
to be “qualified performance-based compensation” within the meaning of Section
162(m).  A Performance Award granted
under the Plan may be payable in cash or in Shares (including, without
limitation, Restricted Stock).  Performance
Awards shall, to the extent required by Section 162(m), be conditioned solely
on the achievement of one or more objective Performance Goals, and such
Performance Goals shall be established by the Committee within the time period
prescribed by, and shall otherwise comply with the requirements of, Section
162(m).  Subject to the terms of the Plan
and any applicable Award Agreement, the Performance Goals to be achieved during
any performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made
pursuant to any Performance Award and any other terms and conditions of any
Performance Award shall be determined by the Committee.  The Committee shall also certify in writing
that such Performance Goals have been met prior to payment of the Performance
Awards to the extent required by Section 162(m).


 


(f)                                    Stock
Awards.  The Committee is hereby
authorized to grant to Eligible Persons Shares without restrictions thereon, as
deemed by the Committee to be consistent with the purpose of the Plan.  Subject to the terms of the Plan and any
applicable Award Agreement, such Stock Awards may have such terms and
conditions as the Committee shall determine.


 


(g)                                 Other
Stock-Based Awards.  The Committee is
hereby authorized to grant to Eligible Persons such other Awards that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Committee to be
consistent with the purpose of the Plan. 
The Committee shall determine the terms and conditions of such Awards,


 


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subject to the terms of
the Plan and the Award Agreement. 
Shares, or other securities delivered pursuant to a purchase right
granted under this Section 6(g), shall be purchased for consideration having a
value equal to at least 100% of the Fair Market Value of such Shares or other
securities on the date the purchase right is granted.  The consideration paid by the Participant may
be paid by such method or methods and in such form or forms (including, without
limitation, cash, Shares, other securities, other Awards or other property, or
any combination thereof), as the Committee shall determine.


 


(h)                                 General.


 


(i)                                     Consideration
for Awards.  Awards may be granted
for no cash consideration or for any cash or other consideration as may be
determined by the Committee or required by applicable law.


 


(ii)                                  Awards
May Be Granted Separately or Together. 
Awards may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with or in substitution for any other Award or any
award granted under any other plan of the Company or any Affiliate.  Awards granted in addition to or in tandem
with other Awards or in addition to or in tandem with awards granted under any
other plan of the Company or any Affiliate may be granted either at the same
time as or at a different time from the grant of such other Awards or awards.


 


(iii)                               Forms
of Payment under Awards.  Subject to
the terms of the Plan and of any applicable Award Agreement, payments or
transfers to be made by the Company or an Affiliate upon the grant, exercise or
payment of an Award may be made in such form or forms as the Committee shall
determine (including, without limitation, cash, Shares, other securities, other
Awards or other property, or any combination thereof), and may be made in a
single payment or transfer, in installments or on a deferred basis, in each
case in accordance with rules and procedures established by the Committee.  Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents with respect to installment or deferred payments.


 


(iv)                              Term
of Awards.  The term of each Award
shall be for a period not longer than 10 years from the date of grant.


 


(v)                                 Limits
on Transfer of Awards.  Except as
otherwise provided by the Committee or the terms of this Plan, no Award and no
right under any such Award shall be transferable by a Participant other than by
will or by the laws of descent and distribution.  The Committee may establish procedures as it
deems appropriate for a Participant to designate a Person or Persons, as
beneficiary or beneficiaries, to exercise the rights of the Participant and
receive any property distributable with respect to any Award in the event of
the Participant’s death.  The Committee,
in its discretion and subject to such additional terms and conditions as it
determines, may permit a Participant to transfer a Non-Qualified Stock Option
to any “family member” (as such term is defined in the General Instructions to
Form S-8 (or any successor to such Instructions or such Form) under the
Securities Act of 1933, as amended) at any time that such Participant holds
such Option, provided that such transfers may not be for value (i.e., the


 


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transferor may not
receive any consideration therefor) and the family member may not make any
subsequent transfers other than by will or by the laws of descent and
distribution.  Each Award under the Plan
or right under any such Award shall be exercisable during the Participant’s
lifetime only by the Participant (except as provided herein or in an Award
Agreement or amendment thereto relating to a Non-Qualified Stock Option) or, if
permissible under applicable law, by the Participant’s guardian or legal
representative.  No Award or right under
any such Award may be pledged, alienated, attached or otherwise encumbered, and
any purported pledge, alienation, attachment or encumbrance thereof shall be
void and unenforceable against the Company or any Affiliate.


 


(vi)                              Restrictions;
Securities Exchange Listing.  All
Shares or other securities delivered under the Plan pursuant to any Award or
the exercise thereof shall be subject to such restrictions as the Committee may
deem advisable under the Plan, applicable federal or state securities laws and
regulatory requirements, and the Committee may cause appropriate entries to be
made or legends to be placed on the certificates for such Shares or other
securities to reflect such restrictions. 
If the Shares or other securities are traded on a securities exchange,
the Company shall not be required to deliver any Shares or other securities
covered by an Award unless and until such Shares or other securities have been
admitted for trading on such securities exchange.


 


Section 7.                                            Amendment
and Termination; Corrections.


 


(a)                                  Amendments
to the Plan.  The Board of Directors
of the Company may amend, alter, suspend, discontinue or terminate the Plan;
provided, however, that, notwithstanding any other provision of the Plan or any
Award Agreement, prior approval of the stockholders of the Company shall be
required for any amendment to the Plan that:


 


(i)                                     requires
stockholder approval under the rules or regulations of the Securities and
Exchange Commission, the New York Stock Exchange, any other securities exchange
or the National Association of Securities Dealers, Inc. that are applicable to
the Company;


 


(ii)                                  increases
the number of shares authorized under the Plan as specified in Section 4(a) of
the Plan;


 


(iii)                               increases
the number of shares subject to the limitations contained in Section 4(d) of
the Plan;


 


(iv)                              permits
repricing of Options or Stock Appreciation Rights which is prohibited by
Section 3(a)(v) of the Plan;


 


(v)                                 permits
the award of Options or Stock Appreciation Rights at a price less than 100% of
the Fair Market Value of a Share on the date of grant of such Option or Stock
Appreciation Right, contrary to the provisions of Sections 6(a)(i) and 6(b)(ii)
of the Plan; and


 


(vi)                              would
cause Section 162(m) of the Code to become unavailable with respect to the
Plan.


 


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(b)                                 Amendments
to Awards.  Subject to the provisions
of the Plan, the Committee may waive any conditions of or rights of the Company
under any outstanding Award, prospectively or retroactively.  Except as otherwise provided in the Plan, the
Committee may amend, alter, suspend, discontinue or terminate any outstanding
Award, prospectively or retroactively, but no such action may adversely affect
the rights of the holder of such Award without the consent of the Participant
or holder or beneficiary thereof.


 


(c)                                  Correction
of Defects, Omissions and Inconsistencies. 
The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or in any Award or Award Agreement in the manner
and to the extent it shall deem desirable to implement or maintain the
effectiveness of the Plan.


 


Section 8.                                            Income
Tax Withholding.


 


In order to comply with
all applicable federal, state, local or foreign income tax laws or regulations,
the Company may take such action as it deems appropriate to ensure that all
applicable federal, state, local or foreign payroll, withholding, income or
other taxes, which are the sole and absolute responsibility of a Participant,
are withheld or collected from such Participant.  In order to assist a Participant in paying
all or a portion of the applicable taxes to be withheld or collected upon
exercise or receipt of (or the lapse of restrictions relating to) an Award, the
Committee, in its discretion and subject to such additional terms and
conditions as it may adopt, may permit the Participant to satisfy such tax
obligation by (a) electing to have the Company withhold a portion of the
Shares otherwise to be delivered upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes or (b) delivering to the Company Shares other than
Shares issuable upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value equal to the amount of such
taxes.  The election, if any, must be
made on or before the date that the amount of tax to be withheld is determined.


 


Section 9.                                            General
Provisions.


 


(a)                                  No
Rights to Awards.  No Eligible
Person, Participant or other Person shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
Eligible Persons, Participants or holders or beneficiaries of Awards under the
Plan.  The terms and conditions of Awards
need not be the same with respect to any Participant or with respect to
different Participants.


 


(b)                                 Award
Agreements.  No Participant shall
have rights under an Award granted to such Participant unless and until an
Award Agreement shall have been duly executed on behalf of the Company and, if
requested by the Company, signed by the Participant.


 


(c)                                  No
Rights of Stockholders.  Except with
respect to Restricted Stock and Stock Awards, neither a Participant nor the
Participant’s legal representative shall be, or have any of the rights and
privileges of, a stockholder of the Company with respect to any Shares issuable
upon the exercise or payment of any Award, in whole or in part, unless and
until the Shares have been issued.


 


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(d)                                 No
Limit on Other Compensation Plans or Arrangements.  Nothing contained in the Plan shall prevent
the Company or any Affiliate from adopting or continuing in effect other or
additional compensation plans or arrangements, and such plans or arrangements
may be either generally applicable or applicable only in specific cases.


 


(e)                                  No
Right to Employment or Directorship. 
The grant of an Award shall not be construed as giving a Participant the
right to be retained as an employee of the Company or any Affiliate, or a
Director to be retained as a Director, nor will it affect in any way the right
of the Company or an Affiliate to terminate a Participant’s employment at any
time, with or without cause.  In
addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan or any
Award, unless otherwise expressly provided in the Plan or in any Award
Agreement.


 


(f)                                    Governing
Law.  The internal law, and not the
law of conflicts, of the State of Delaware, shall govern all questions
concerning the validity, construction and effect of the Plan or any Award, and
any rules and regulations relating to the Plan or any Award.


 


(g)                                 Severability.  If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee, materially
altering the purpose or intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction or Award, and the remainder of the Plan or any
such Award shall remain in full force and effect.


 


(h)                                 No
Trust or Fund Created.  Neither the
Plan nor any Award shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company or any
Affiliate and a Participant or any other Person.  To the extent that any Person acquires a
right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or any Affiliate.


 


(i)                                     No
Fractional Shares.  No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash shall be paid in lieu of any fractional
Share or whether such fractional Share or any rights thereto shall be canceled,
terminated or otherwise eliminated.


 


(j)                                     Headings.  Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any
provision thereof.


 


Section 10.                                      Effective
Date of the Plan.


 


The Plan shall be subject
to approval by the stockholders of the Company at the annual meeting of
stockholders of the Company to be held on May 12, 2004 and the Plan shall be
effective as of the date of such stockholder approval.


 


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Section 11.                                      Term
of the Plan.


 


The Plan shall terminate
at midnight on May 11, 2014, unless terminated before then by the Board.  Awards may be granted under the Plan until
the Plan terminates or until all Shares available for Awards under the Plan
have been purchased or acquired; provided, however, that Incentive Stock
Options may not be granted following the 10-year anniversary of the Board’s
adoption of the Plan.  The Plan shall
remain in effect as long as any Awards are outstanding.


 


 


Approved by Board of
Directors on January 27, 2004.


 


Approved by Stockholders
on May 12, 2004.


 


Amended by Board of
Directors on March 8, 2006


 


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