exv10w4



 






EXHIBIT 10.4




COOPER INDUSTRIES

AMENDED AND RESTATED

STOCK INCENTIVE PLAN

(Amended and Restated February 9, 2005)




I. Purpose of the Plan




     The Cooper Industries Stock Incentive Plan is intended to provide Cooper US, Inc. (the
“Company”) and its affiliates a means by which such companies can engender and sustain a sense of
proprietorship and personal commitment on the part of the executives, managers and other key
employees in the continued growth, development and financial success of the publicly-traded parent,
Cooper Industries, Ltd. (“CBE”) and encourage them to remain with and devote their best efforts to
the business of the Company and its affiliates, thereby advancing the interests of the Company, its
affiliates and CBE shareholders. Accordingly, the Company may award to certain employees shares of
the Common Stock of CBE, on the terms and conditions established herein.



II. Definitions




     2.1 “Award” means any form of Stock Option, Restricted Stock or Performance Share granted
under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to
such terms, conditions, restrictions and limitations, if any, as the Committee may establish by the
Award Agreement or otherwise.



     2.2 “Award Agreement” means a written agreement with respect to an Award between the Company
and a Participant establishing the terms, conditions, restrictions and limitations applicable to an
Award. To the extent an Award Agreement is inconsistent with the terms of the Plan, the Plan shall
govern the rights of the Participant thereunder.



     2.3 “Board” shall mean the Board of Directors of CBE.



     2.4 A “Change in Control” shall be deemed to have occurred if the event set forth in any one
of the following paragraphs shall have occurred:




        (1) any Person is or becomes the Beneficial Owner, directly or indirectly, of CBE
securities (not including in the securities beneficially owned by such Person or any
securities acquired directly from CBE or its affiliates) representing 25% or more of the
combined voting power of CBE’s then outstanding securities, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph
(3) below; or




        (2) the following individuals cease for any reason to constitute a majority of the number
of directors then serving: individuals who on the date hereof constitute the Board and any new
director (other than a director whose initial assumption of office is in



 









 






connection with an actual or threatened election contest, including but not limited to a consent solicitation,
relating to the election of directors of CBE) whose appointment or election by the Board or
nomination for election by CBE’s stockholders was approved or recommended by a vote of at
least two-thirds (2/3) of the directors then still in office who either were directors on the
date hereof or whose appointment, election or nomination for election was previously so
approved or recommended; or




        (3) there is consummated a merger or consolidation of CBE or any direct or indirect
subsidiary of CBE with any other corporation, other than (i) a merger or consolidation which
results in the directors of CBE immediately prior to such merger or consolidation continuing
to constitute at least a majority of the board of directors of CBE, the surviving entity or
any parent thereof, or (ii) a merger or consolidation effected to implement a recapitalization
of CBE (or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of CBE securities (not including in the securities Beneficially Owned
by such Person any securities acquired directly from CBE or its Affiliates) representing 25%
or more of the combined voting power of CBE’s then outstanding securities; or




        (4) the stockholders of CBE approve a plan of complete liquidation or dissolution of CBE
or there is consummated an agreement for the sale or disposition by CBE of all or
substantially all of CBE’s assets, other than a sale or disposition by CBE of all or
substantially all of CBE’s assets to an entity, at least 60% of the combined voting power of
the voting securities of which are owned by stockholders of CBE in substantially the same
proportions as their ownership of CBE immediately prior to such sale.




For purposes of this Section 2.4, “Affiliate” shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act; “Beneficial Owner” shall have the meaning
set forth in Rule 13d-3 under the Exchange Act; and “Person” shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) CBE or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of CBE or any of its
subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of
such securities, (iv) a corporation owned, directly or indirectly, by the shareholders of CBE
in substantially the same proportions as their ownership of stock of CBE or (v) any
individual, entity or group whose ownership of securities of CBE is reported on Schedule 13G
pursuant to Rule 13d-1 promulgated under the Exchange Act (but only for so long as such
ownership is so reported).



     2.5 “Change in Control Price” means the higher of (i) the Fair Market Value on the date of
determination of the Change in Control, or (ii) the highest price per share actually paid for the
Common Stock in connection with the Change in Control of CBE.



     2.6 “Code” means the Internal Revenue Code of 1986, as amended from time to time.



2









 





     2.7 “Commission” shall mean the Securities and Exchange Commission.



     2.8 “Committee” means the Management Development and Compensation Committee of the Board, or
such other committee designated by the Board to administer the Plan, provided that the Committee
shall consist of three or more persons, each of whom is an “outside director” within the meaning of
Section 162(m) of the Code and a “disinterested person” within the meaning of Rule 16b-3 under the
Exchange Act.



     2.9 “Common Stock” or “Shares” shall mean the Class A common shares, par value $0.01 a share,
of CBE and other such securities of CBE as the Committee may from time to time determine.



     2.10 “Dividend Equivalent” shall mean any right granted pursuant to Section X hereof.



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



     2.12 “Executive Officer” means an executive officer as defined in Rule 3b-7 promulgated under the Exchange Act.



     2.13 “Fair Market Value” of a share of Common Stock, as of any date, means the average of the
high and low sales prices of a share of Common Stock as reported on the Stock Exchange composite
tape on the applicable date, provided that if no sales of Common Stock were made on the Stock
Exchange on that date, the average of the high and low prices as reported on the composite tape for
the preceding day on which sales of Common Stock were made.



     2.14 “Incentive Stock Option” shall mean an option granted under Section VII hereof that is
intended to meet the requirements of Section 422 of the Code or any successor provision thereto.



     2.15 “Nonstatutory Stock Option” shall mean an option granted under Section VII hereof that is
not intended to be an Incentive Stock Option.



     2.16 “Option” shall mean any right granted to a Participant under the Plan allowing such
Participant to purchase Shares at such prices and during such Period or Periods as the Committee
shall determine.



     2.17 “Participant” means an officer or key employee of the Company or its affiliates who is
selected by the Committee to participate in the Plan.



     2.18 “Performance Goals” or “Targets” in respect to Awards of Performance Shares are defined
as the performance criterion or criteria established by the Committee, pursuant to Section 9.3
hereof.



3









 





     2.19 “Performance Period” shall mean that period established by the Committee at the time any
Performance Shares are granted, provided that a Performance Period shall be a minimum of one year.



     2.20 “Performance Share” shall mean any grant pursuant to Section IX hereof of a unit valued
by reference to a designated number of Shares, which value may be paid to the Participant by
delivery of such property as the Committee shall determine, including cash, Shares or any
combination thereof, upon achievement of such Performance Goals during the Performance Period as
the Committee shall establish at the time of such grant or thereafter, or as a reward to recognize
significant personal contributions to Company initiatives under the Cooper Star Program as approved
by the Committee.



     2.21 “Plan” shall mean the Cooper Industries Amended and Restated Stock Incentive Plan (dated
November 7, 1995, as amended and restated February 9, 2005).



     2.22 “Restricted Stock” shall mean any Shares issued pursuant to Section VIII (or any
restricted stock units granted pursuant to Section VIII that are valued by reference to a
designated number of Shares) and which are subject to such terms, conditions and restrictions as
the Committee deems appropriate, including but not limited to restrictions on transferability,
which restrictions may lapse separately or in combination at such time or times, in installments or
otherwise, as the Committee may deem appropriate.



     2.23 “Section 162(m)” means Section 162(m) of the Code and the regulations promulgated
thereunder.



     2.24 “Stock Exchange” means the New York Stock Exchange, Inc. (“NYSE”) or, if the Common Stock
is no longer included on the NYSE, then such other market price reporting system on which the
Common Stock is traded or quoted.



     2.25 “Voting Stock” means securities entitled to vote in an election of Directors of CBE.



III. Administration




     3.1 The Plan shall be administered by the Committee.



     3.2 Subject to the provisions of the Plan, the Committee shall have the authority in its sole
discretion to administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to select the Participants; to determine the
type of Awards to be made to Participants; to determine the Shares subject to any Award and the
terms, conditions and restrictions relating to any Award; to determine whether, to what extent and
under what circumstances any Award may be settled, cancelled, forfeited, exchanged, or surrendered;
to waive or modify any condition applicable to an Award (other than a Performance Share Award to
Executive Officers if inconsistent with Section 162(m)); to make adjustments in



4









 





the performance goals of an Award (i) in recognition of unusual or nonrecurring events affecting CBE or the
financial statements of CBE (with respect to Awards made to Executive Officers, to the extent in
accordance with Section 162(m), if applicable) or (ii) in response to changes in applicable laws,
regulations, or accounting principles; to interpret the Plan; to establish, amend or rescind any
administrative policies; to determine the terms and provisions of any agreements entered into
hereunder; and to make all other determinations necessary or advisable for the administration of
the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency
in the Plan or in any Award in the manner and to the extent it shall deem desirable to carry it
into effect. The determinations of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive: provided, however, that no action shall be taken which will
prevent Awards granted under the Plan from meeting the requirements for exemption from Section
16(b) of the Exchange Act, or subsequent comparable statute, as set
forth in Rule 16b-3 under the Exchange Act or any subsequent comparable rule; and, provided
further, that no action shall be taken which will prevent Awards hereunder that are intended to
provide “performance-based compensation,” within the meaning of Section 162(m), from doing so.




     3.3 In order to enable Participants who are foreign nationals or employed outside the United
States, or both, to receive Awards under the Plan, the Committee may adopt such amendments,
subplans and the like as are necessary or advisable, in the opinion of the Committee, to effectuate
the purposes of the Plan.



     3.4 Notwithstanding the powers and authorities of the Committee set forth in this Section III,
the Committee shall not permit the repricing of Stock Options by any method, including by
cancellation and reissuance.



IV. Eligibility




     Any key employee of the Company or any of its subsidiaries or affiliates is eligible to
receive one or more Awards under the Plan.



V. Shares Subject to the Plan




     5.1 There shall be available for Awards granted wholly or partly in Common Stock (including
rights or options which may be exercised for or settled in Common Stock) during the term of this
Plan an aggregate of 17,000,000 shares of Common Stock, subject to the adjustments provided for in
Section XIV hereof. The 17,000,000 Shares available for Awards consist of 12,000,000 Shares
previously approved by the Company and CBE shareholders and 5,000,000 Shares being submitted for
approval by shareholders at the 2004 annual meeting. Of the 12,000,000 Shares previously approved
by shareholders, no Shares remain available for future grants following the Board’s approval of
equity compensation awards granted in February 2004. Of the 5,000,000 Shares being submitted for
shareholder approval at the 2004 annual meeting, no more than 2,500,000 Shares are available for
Restricted Stock and Performance Shares.



5









 





     5.2 Shares of Common Stock available for issuance under the Plan may be authorized and
unissued Shares, outstanding CBE Class A common shares held by the Company, or CBE Class B common
shares convertible into Class A common shares for issuance under the Plan, as the Company and CBE
may from time to time determine. The Board of Directors and the appropriate officers of CBE shall
from time to time take whatever actions are necessary to file required documents with governmental
authorities and the Stock Exchange to make shares of Common Stock available for issuance pursuant
to Awards. Common Stock related to Awards that are forfeited or otherwise terminated, or expire
unexercised, or are settled in a manner such that all or some of the Shares covered by an Award are
not issued to a Participant (other than an exchange for cash or other property of comparable value)
shall immediately become available for Awards hereunder. If an Award is exchanged for cash or
other property of comparable value, the Common Stock related to the Award will be deducted from the
Shares available for Awards hereunder. Any Shares issued by CBE in respect of the assumption or substitution of
outstanding awards from a corporation or other business entity acquired by CBE shall not reduce the
number of Shares available for Awards under this Plan. The Committee may from time to time adopt
and observe such procedures concerning the counting of shares against the Plan maximum as it may
deem appropriate under Rule 16b-3 issued pursuant to the Exchange Act.



     5.3 The number of shares of Common Stock subject to Awards granted under the Plan to any
individual who is an Executive Officer shall not exceed the limits set forth below:




	 	•  	Stock Options — a total of 1,500,000 Shares in a continuous five (5) year period.
	 
	 	•  	Restricted Stock and Performance Shares — the greater of 125,000 Shares per
calendar year or a total of 500,000 Shares in a continuous four (4) year period.





Determinations under the preceding sentence shall be made in a manner that is consistent with
Section 162(m).




VI. Awards




     Awards under the Plan may consist of: Stock Options (either Incentive Stock Options within the
meaning of Section 422 of the Code or Nonstatutory Stock Options), Restricted Stock, or Performance
Shares. Awards of Performance Shares and Restricted Stock may provide the Participant with
dividends or Dividend Equivalents and voting rights prior to vesting (whether based on a period of
time or based on attainment of specified performance conditions). The terms, conditions and
restrictions of each Award shall be set forth in an Award Agreement.



VII. Stock Options




     7.1 Grants. Awards may be granted in the form of Stock Options. Stock Options may be
Incentive Stock Options within the meaning of Section 422 of the Code or Nonqualified Stock Options
or a combination of both, or any particular type of tax-advantaged option authorized by the Code
from time to time, and approved by the Committee.



6









 





     7.2 Terms and Conditions of Options. A Stock Option shall be exercisable in whole or in such
installments and at such times and upon such terms as may be determined by the Committee: provided,
however, that no Stock Option shall be exercisable more than 10 years after the date of grant
thereof. The option exercise price shall be established by the Committee, but such price shall not
be less than the Fair Market Value on the date of the Stock Option’s grant, subject to adjustment
as provided in Section XIV hereof.



     7.3 Restrictions Relating to Incentive Stock Options. Stock Options issued in the form of
Incentive Stock Options shall, in addition to being subject to all applicable terms, conditions,
restrictions and limitations established by the Committee, comply with Section 422 of the Code.
Incentive Stock Options shall be granted only to key employees of the Company and its subsidiaries
within the meaning of Section 424 of the Code.



     7.4 Payment. Upon exercise, a Participant may pay the option exercise price of a Stock Option
in cash or Shares, or a combination of cash and Shares, or such other consideration as the
Committee may deem appropriate. The Committee shall establish appropriate methods for accepting
Common Stock and may impose such conditions as it deems appropriate on the use of Common Stock to
exercise a Stock Option.



     7.5 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or
otherwise, establish such other terms, conditions or restrictions, if any, on any Stock Option
Award, provided they are not inconsistent with the Plan. The Committee may condition the vesting
of Stock Options on the achievement of financial performance criteria established by the Committee
at the time of grant.



VIII. Restricted Stock Awards




     8.1 Grants. Awards may be granted in the form of Restricted Stock (“Restricted Stock
Awards”). Restricted Stock Awards shall be awarded in such numbers and at such times as the
Committee shall determine.



     8.2 Award Restrictions. Restricted Stock Awards shall be subject to such terms, conditions or
restrictions as the Committee deems appropriate, including, but not limited to, restrictions on
transferability, requirements of continued employment, individual performance or the financial
performance of CBE. The period of vesting and the forfeiture restrictions shall be established by
the Committee at the time of grant, provided that the period of vesting shall be at least one year
from the date of grant, except as provided in Section XVIII.



     8.3 Rights as Shareholders. The Committee may, in its discretion, grant to the Participant to
whom such Restricted Stock has been awarded, all or any of the rights of a shareholder with respect
to such shares of Restricted Stock, including the right to receive dividends or Dividend
Equivalents.



7









 





     8.4 Evidence of Award. Any Restricted Stock Award granted under the Plan may be evidenced in
such manner as the Committee deems appropriate, including, without limitation, book entry
registration or issuance of a stock certificate or certificates.



IX. Performance Share Awards




     9.1 Grants. Awards may be granted in the form of Performance Shares.



     9.2 Performance Shares. The Committee may grant an Award of Performance Shares to
Participants as of the first day of each Performance Period. Performance Goals will be established
by the Committee not later than 90 days after the commencement of the Performance Period relating
to the specific Award. At the end of the Performance Period, the Performance Shares shall be
converted into Common Stock (or cash or a combination of Common Stock and cash, as determined by
the Award Agreement) and distributed to Participants based upon such entitlement. The Committee
may also grant Performance Shares as a reward to employees to recognize significant personal
contributions to Company initiatives under the Cooper Star Program. Award payment in respect of
Performance Shares made in cash rather than the issuance of Common Stock shall not, by reason of
such payment in cash, result in additional Shares being available for reissuance pursuant to
Section V hereof.



     9.3 Performance Criteria. Notwithstanding anything to the contrary contained in this Section
IX, Performance Share Awards shall be made to Executive Officers only in compliance with Section
162(m). Performance criteria used to establish Performance Goals for Performance Share Awards
granted to Executive Officers must include one or any combination of the following: (i) CBE’s
return on equity, assets, capital or investment; (ii) pre-tax or after-tax profit levels expressed
in earnings per share of CBE or any subsidiary or business segment of CBE; (iii) cash flow or
similar measure; (iv) total shareholder return; (v) change in the market price of the Common Stock;
or (vi) market share. The Performance Goals established by the Committee for each Performance
Share Award will specify achievement targets with respect to each applicable performance criterion
(including a threshold level of performance below which no amount will become payable with respect
to such Award). To the extent applicable, any such Performance Goals shall be determined in
accordance with generally accepted accounting principles. Each Award will specify the amount
payable, or the formula for determining the amount payable, upon achievement of the various
applicable Performance Targets. The Performance Goals established by the Committee may be (but
need not be) different for each Performance Period and different Performance Goals may be
applicable for Awards to different Executive Officers in the same Performance Period. Payment
shall be made with respect to a Performance Share Award to an Executive Officer only after the
attainment of the applicable Performance Goals has been certified in writing by the Committee.



     9.4 Adjustments. The Committee shall be authorized to make adjustments in the method of
calculating attainment of Performance Goals in recognition of: (i) extraordinary or non-recurring
items; (ii) changes in tax laws; (iii) changes in generally accepted accounting principles or
changes in accounting policies; (iv) charges related to restructured or discontinued operations;
(v) restatement of prior period financial results; and (vi) any other unusual, non-



8









 





recurring gain or loss that is separately identified and quantified in CBE’s financial statements.
Notwithstanding the foregoing, the Committee may, at its sole discretion, modify the performance
results upon which Awards are based under the Plan, to offset
any unintended result(s) arising from events not anticipated when the Performance Goals were
established, provided, that such adjustment is permitted by Section 162(m).




     9.5 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or
otherwise, determine the manner of payment of Awards of Performance Shares and other terms,
conditions or restrictions, if any, on any Award of Performance Shares, provided they are
consistent with the Plan.



X. Dividends




     Upon issuance of Performance Shares earned under the Plan, the Company also shall pay to the
Participant an amount equal to the aggregate amount of dividends that the Participant would have
received had the Participant been the owner of record of such earned Performance Shares during the
Performance Period. Upon the grant of restricted stock units, the Committee may, in its
discretion, provide for the accrual or payment of dividends that the Participant would have
received had the Participant been the owner of record of the underlying Shares during the vesting
period.



XI. Deferrals and Settlements




     The Committee may require or permit Participants to elect to defer the issuance of Shares or
the settlement of Awards in cash as set out in any Award Agreement or under such administrative
policies as it may establish under the Plan. It also may provide that deferred settlements include
the payment or crediting of interest on the deferral amounts, or the payment or crediting of
Dividend Equivalents where the deferral amounts are denominated in Shares.



XII. Termination of Employment




     Upon the termination of employment by a Participant, any unexercised, deferred or unpaid
Awards shall be treated as provided in the specific Award Agreement evidencing the Award, except
that the Committee may, in its discretion, accelerate the vesting or exercisability of an Award,
eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or
other provision of this Plan or an Award or otherwise amend or modify the Award in any manner that
is either: (i) not adverse to such Participant; or (ii) consented to by such Participant.



XIII. Transferability and Exercisability




     Awards granted under the Plan shall not be transferable or assignable other than: (i) by will
or the laws of descent and distribution; (ii) by gift or other transfer of an Award (other than an
Incentive Stock Option unless permitted by the Code) to any trust or estate in which the original
Award recipient or such recipient’s spouse or other immediate relative has a substantial



9









 





beneficial interest, or to a spouse or other immediate relative, provided that any such transfer is permitted
subject to Rule 16b-3 issued pursuant to the Exchange Act as in effect when such transfer occurs
and the Board does not rescind this provision prior to such transfer; or (iii) pursuant to a
qualified domestic relations order (as defined by the Code). However, any Award so transferred
shall continue to be subject to all the terms and conditions contained in the Award Agreement.




XIV. Adjustments




     14.1 The existence of outstanding Awards shall not affect in any manner the right or power of
CBE or its shareholders to make or authorize: (i) any adjustments, recapitalizations,
reorganizations or other changes in the capital stock of CBE or its business; (ii) any merger or
consolidation of CBE; (iii) any issuance of bonds, debentures, preferred or prior preference stock
(whether or not such issue is prior to, on a parity with or junior to the Common Stock); (iv) the
dissolution or liquidation of CBE, or any sale or transfer of all or any part of its assets or
business; or (v) any other corporate act or proceeding of any kind, whether or not of a character
similar to that of the acts or proceedings enumerated above.



     14.2 In the event of any Change in Capitalization, an equitable substitution or proportionate
adjustment may be made in (i) the aggregate number and/or kind of Shares or other property reserved
for issuance under the Plan and (ii) the number, kind and/or exercise price of Shares or other
property subject to outstanding Awards granted under the Plan, including but not limited to, the
substitution of new options for previously issued Stock Options, in each case as may be determined
by the Committee in its sole discretion. Such other equitable substitutions or adjustments may be
made as determined by the Committee in its sole discretion. “Change in Capitalization” means any
increase, reduction, change or exchange of Shares for a different number or kind of shares or other
securities or property by reason of a reclassification, recapitalization, merger, consolidation,
reorganization, issuance of warrants or rights, stock dividend, stock split or reverse stock split,
combination or exchange of shares, repurchase of shares, change in corporate structure or
otherwise; or any other corporate action, such as declaration of a special dividend, that affects
the capitalization of CBE.



XV. Withholding Taxes




     The Company shall have the right to deduct from any payment to be made pursuant to the Plan
the amount of any taxes required by law to be withheld therefrom, or to require a Participant to
pay to the Company such amount required to be withheld prior to the issuance or delivery of any
shares of Common Stock or the payment of cash under the Plan. The Committee may, in its
discretion, permit a Participant to elect to satisfy such withholding obligation by (i) having the
Company retain the number of shares of Common Stock, or (ii) tendering the number of shares of
Common Stock, in either case, whose Fair Market Value equals the amount required to be withheld.
Any fraction of a share of Common Stock required to satisfy such obligation shall be disregarded
and the amount due shall instead be paid in cash, to or by the Participant, as the case may be.



10









 





XVI. Regulatory Approvals and Listings




     Notwithstanding anything contained in this Plan to the contrary, the Company shall have no
obligation to issue or deliver certificates evidencing Shares under this Plan prior to: (i) the
obtaining of any approval from any governmental agency which the Company shall, in its sole
discretion, determine to be necessary or advisable; (ii) the listing of such Shares on the Stock
Exchange; and (iii) the completion of any registration or other qualification of the Shares under
any state or federal law or ruling of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable.



XVII. No Right to Continued Employment or Grants




     No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to be retained in the employ of the
Company or its subsidiaries or affiliates. Further, the Company and its subsidiaries and
affiliates expressly reserve the right at any time to terminate the employment of any Participant
free from any liability, or any claim under the Plan, except as provided herein or in any Award
Agreement entered into hereunder.



XVIII. Change in Control




     18.1 Vesting and Deferral.




        (i) Vesting. Immediately upon a Change in Control, all outstanding Awards shall
vest automatically, all forfeiture restrictions shall lapse and all Performance Share
Awards shall be deemed earned at the commendable Performance Goal level.




        (ii) Deferral. In connection with a Change in Control, the Committee may permit
Participants to change a prior deferral election with respect to amounts deferred
pursuant to Article XI of the Plan, under such administrative policies as the Committee
may establish under the Plan, which policies shall not be inconsistent with the
provisions of Article XI of the Plan. Accounts denominated in cash immediately prior to
a Change in Control shall continue to be denominated in cash following a Change in
Control. Accounts denominated in Shares immediately prior to a Change in Control shall,
following such Change in Control, be denominated in (a) such form of consideration as
the Participant would have received had the Participant been the owner of record of such
Shares at the time of such Change in Control, in the case of a Change in Control With
Consideration and (b) Shares, in the case of a Change in Control Without Consideration.




        (iii) Definitions. “Change in Control With Consideration” shall mean a Change in Control
in which Shares are exchanged or surrendered for shares, cash or other property. “Change in
Control Without Consideration” shall mean a Change in Control



11









 






pursuant to which Shares are not
exchanged or surrendered for shares, cash or other property.




        18.2 Payment and Rollover.




        (i) Payment of Deferral Accounts. In the absence of a timely deferral election (or
redeferral election, as the case may be) by a Participant, the Company shall, within 10
days after the occurrence of a Change in Control, (a) issue, or cause to be issued, for
any Shares credited to a Participant’s deferral account, (1) such form of consideration
as the Participant would have received had the Participant been the owner of record of
such Shares at the time of such Change in Control, in the case of a Change in Control
With Consideration and (2) Shares, in the case of a Change in Control Without
Consideration and (b) make, or cause to be made, a cash lump sum payment to the
Participant for any deferred cash Awards and any accrued interest and Dividend
Equivalents.




        (ii) Payment of Restricted Stock Awards and Performance Share Awards. With respect
to outstanding Restricted Stock Awards and Performance Share Awards deemed earned
pursuant to Section 18.1 of the Plan, the Company shall, within 10 days after the
occurrence of a Change in Control, (a) issue or cause to be issued, for any Shares
covered by such Awards, (i) such form of consideration as the Participant would have
received had the Participant been the owner of record of such Shares at the time of such
Change in Control, in the case of a Change in Control With Consideration and (ii)
Shares, in the case of a Change in Control Without Consideration and (b) make, or cause
to be made, a lump sum cash payment to the Participant for any accrued interest and
Dividend Equivalents.




        (iii) Stock Option Rollover or Cash-Out. With respect to outstanding Stock Options which
have vested pursuant to Section 18.1 of the Plan, unless the Committee has determined to make
an equitable adjustment or substitution of such Stock Options pursuant to Section 14.2 of the
Plan as a result of the Change in Control, upon a Change in Control the Company shall cancel
such Stock Options and, within 10 days thereafter, the Company shall make or cause to be made
a cash payment to each holder thereof in an amount equal to the excess, if any, of the Change
in Control Price over the option exercise price, multiplied by the number of Shares subject to
such Stock Option.



     18.3 It is recognized that under certain circumstances: (a) payments or benefits provided to a
Participant might give rise to an “excess parachute payment” within the meaning of Section 280G of
the Code; and (b) it might be beneficial to a Participant to disclaim some portion of the payment
or benefit in order to avoid such “excess parachute payment” and thereby avoid the imposition of an
excise tax resulting therefrom; and (c) under such circumstances it would not be to the
disadvantage of the Company or CBE to permit the Participant to disclaim any such payment or
benefit in order to avoid the “excess parachute payment” and the excise tax resulting therefrom.



12









 





     Accordingly, the Participant may, at the Participant’s option, exercisable at any time or from
time to time, disclaim any entitlement to any portion of the payment or benefits arising under this
Plan which would constitute “excess parachute payments,” and it shall be the Participant’s choice
as to which payments or benefits shall be so surrendered, if and to the extent that the Participant
exercises such option, so as to avoid “excess parachute payments.”



     18.4 The granting of Awards under the Plan shall in no way affect the right of the Company or
CBE to adjust, reclassify, reorganize or otherwise change its capital or business structures or to
merge, consolidate, dissolve, liquidate, sell or transfer all or any portion of its business or
assets.



XIX. Amendment, Modification, Suspension

or Termination




     The Board may amend, modify, suspend or terminate (individually or in the aggregate, a
“Change”) this Plan for any purpose except that: (i) no Change that would impair the rights of any
Participant under any Award previously granted to such Participant shall be made without such
Participant’s consent, (ii) no Change shall be effective prior to approval by CBE’s shareholders to
the extent such approval is required: (a) pursuant to Rule 16b-3 in order to preserve the
applicability of any exemption provided by such rule to any Award then outstanding (unless the
holder of such Award consents); (b) pursuant to Section 162(m) of the Code; or (c) otherwise
required by applicable legal requirements including applicable requirements of the Stock Exchange
on which CBE is listed and (iii) following a Change in Control, the terms and conditions of
deferrals under the Plan may not be changed to the detriment of any Participant without such
Participant’s written consent.



XX. Governing Law




     The validity, construction and effect of the Plan and any actions taken or relating to the
Plan shall be determined in accordance with the laws of the State of Ohio and applicable Federal
law.



XXI. Rights as Shareholder




     Except as otherwise provided in the Award Agreement, a Participant shall have no rights as a
shareholder until he or she becomes the holder of record.



XXII. Other Benefit and Compensation Programs




     Unless otherwise specifically provided to the contrary in the relevant plan, program or
practice, settlements of Awards received by Participants under the Plan shall not be deemed a part
of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits
from any Company or CBE benefit plan, program or practice or any severance pay law of any country.
Further, the Company and CBE may adopt other compensation programs, plans or arrangements as it
deems appropriate or necessary.



13









 





XXIII. Unfunded Plan




     Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create
(or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company and any Participant or other person. To the extent any
person holds any rights by virtue of an Award granted under the Plan, such rights (unless otherwise
determined by the Committee) shall be no greater than the rights of an unsecured general creditor
of the Company.



XXIV. Use of Proceeds




     The cash proceeds received by the Company from the issuance of Shares pursuant to Awards under
the Plan shall constitute general funds of the Company.



XXV. Successors and Assigns




     The Plan shall be binding on all successors and assigns of a Participant, including, without
limitation, the estate of such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.



XXVI. Effective Date




     This Plan shall be effective as of the date it is approved by the Board of Directors of CBE.
Notwithstanding the foregoing, the authorization of an additional 5,000,000 Shares available for
Awards under the Plan and the extension of the Plan’s term to November 7, 2010 is expressly
conditioned upon approval by CBE’s shareholders at the 2004 annual meeting. If the shareholders of
CBE shall fail to approve the authorization of such additional Shares and extension of the Plan’s
term, any grants of Awards hereunder shall be null and void to the extent the Awards are made from
such additional Shares. Subject to earlier termination pursuant to Section XIX, the term of the
Plan shall be extended from November 7, 2005 to November 7, 2010. After termination of the Plan,
no future Awards may be granted but previously granted Awards shall remain outstanding in
accordance with their applicable terms and conditions and the terms and conditions of the Plan.



XXVII. Interpretation




     The Plan as applicable to certain employees is designed and intended to comply with Rule 16b-3
promulgated under the Exchange Act and with Section 162(m) of the Code, and all provisions hereof
shall be construed in a manner to so comply with respect to such employees.



14