2001 Omnibus Plan, amended and restated, as of October 26, 2004



 Exhibit 4.4 
  
 WORLD FUEL SERVICES CORPORATION 
 2001 OMNIBUS PLAN 
 (amended and restated October 26, 2004) 
  
 SECTION 1  
 GENERAL 
  
 1.1 Purpose. The World Fuel Services Corporation 2001 Omnibus Plan (the “Plan”) has been established by World Fuel Services Corporation (the “Company”), a Florida corporation, to: (i) attract and retain persons
eligible to participate in the Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv)
further identify Participants’ interests with those of the Company’s other shareholders through compensation that is based on the Company’s common stock; and thereby promote the long-term financial interest of the Company and the
Subsidiaries, including the growth in value of the Company’s equity and enhancement of long-term shareholder return. 
  
 1.2 Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the
Eligible Employees, those persons who will be granted one or more Awards under the Plan, and thereby become “Participants” in the Plan. 
  
 1.3 Operation, Administration, and Definitions. The operation and administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section 8 of the Plan). 
  
 SECTION 2 
 OPTIONS AND SARS 
  
 2.1 Definitions. 
  
 (a)
The grant of an “Option” entitles the Participant to purchase shares of Stock at an Exercise Price established by the Committee. Any Option granted under this Section 2 may be either an incentive stock option (an “ISO”) or a
non-qualified stock option (an “NQSO”), as determined in the discretion of the Committee. An “ISO” is an Option that is intended to satisfy the requirements applicable to an “incentive stock option” described in section
422(b) of the Code. An “NQSO” is an Option that is not intended to be an “incentive stock option” as that term is described in section 422(b) of the Code. 
  
 (b) A stock appreciation right (an “SAR”) entitles the Participant to receive, in cash or Stock (as determined in
accordance with Section 4.7), value equal to (or otherwise based on) the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) an Exercise Price established by the Committee. Such excess is
sometimes referred to herein as the “Award Value” of an Option or SAR. 







 2.2 Exercise Price. The “Exercise Price” of each Option and SAR granted under this
Section 2 shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option or SAR is granted; except that the Exercise Price shall not be less than 100% of the Fair Market Value of a share
of Stock on the date of grant (or, if greater, the par value of a share of Stock). 
  
 2.3 Exercise. An Option and an SAR shall become exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee, but in no event shall the Option remain
exercisable after the five-year anniversary of the date of grant. 
  
 2.4 Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted under this Section 2 shall be subject to the following: 
  
 (a) Subject to the following provisions of this subsection 2.4, the full Exercise Price for shares of Stock purchased upon
the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described in paragraph 2.4(c), payment may be made as soon as practicable after the exercise).

  
 (b) The Exercise Price shall be payable in cash or by
tendering, by either actual delivery of shares or by attestation, shares of Stock acceptable to the Committee, and valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee. 
  
 (c) The Committee may permit a Participant to elect to pay the Exercise Price
upon the exercise of an Option by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay
the entire Exercise Price and any tax withholding resulting from such exercise. 
  
 2.5 Settlement of Award. Settlement of Options and SARs is subject to subsection 4.7. 
  
 SECTION 3 
 OTHER STOCK AWARDS

  
 3.1 Definitions. 
  
 (a) A “Stock Unit” Award is the grant of a right to receive shares
of Stock in the future. 
  
 (b) A “Performance Share”
Award is a grant of a right to receive shares of Stock or Stock Units which is contingent on the achievement of performance or other objectives during a specified period. 
  

 -2- 








 (c) A “Performance Unit” Award is a grant of a right to receive a designated dollar value
amount of cash which is contingent on the achievement of performance or other objectives during a specified period. 
  
 (d) A “Restricted Stock” Award is a grant of shares of Stock, and a “Restricted Stock Unit” Award is the grant of a right to receive
shares of Stock in the future, with such shares of Stock or right to future delivery of such shares of Stock subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of
service by the Participant, or achievement of performance or other objectives, as determined by the Committee. 
  
 3.2 Restrictions on Awards. Each Stock Unit Award, Restricted Stock Award, Restricted Stock Unit Award, Performance Share Award, and Performance
Unit Award shall be subject to the following: 
  
 (a) Any such
Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine. 
  
 (b) The Committee may designate whether any such Award being granted to any Participant is intended to be “performance-based compensation” as
that term is used in section 162(m) of the Code. Any such Awards designated as intended to be “performance-based compensation” shall be conditioned on the achievement of one or more “Performance Measures”, to the extent required
by Code section 162(m). The Performance Measures that may be used by the Committee for such Awards shall be based on any one or more of the following, as selected by the Committee: revenues, earnings, stock price, total shareholder return, economic
value added, cash flow, operating income, return on assets, return on equity, return on capital, return on revenues, and other operating profit criteria including EBIT, EBITDA, pre-tax profit, and after-tax profit. For Awards under this Section 3
intended to be “performance-based compensation,” the grant of the Awards and the establishment of the Performance Measures shall be made during the period required under Code section 162(m). 
  
 3.3 Other Restrictions on Restricted Stock Awards. In addition to any
other restrictions set forth in the Plan, Restricted Stock Awards shall be subject to the following: 
  
 (a) Restricted Stock Awards subject to the achievement of performance objectives shall also be subject to a minimum vesting period of one (1) year.

  
 (b) Restricted Stock Awards not subject to the achievement of
performance objectives shall be subject to a minimum vesting period of three (3) years; provided that a pro-rata portion of such Awards may vest each year during the applicable vesting period. 
  
 (c) Notwithstanding 3.3(a) and (b) above, up to ten percent (10%) of the
shares of Stock available under the Plan may be granted as Restricted Stock Awards free of any vesting requirements. 
  

 -3- 








 SECTION 4 
 OPERATION AND ADMINISTRATION 
  
 4.1 Effective Dates. The Plan shall be unlimited in duration and, in the event of Plan termination, shall remain in effect as long as any Awards under it are outstanding; provided, however, that no Awards may be granted under the
Plan after May 27, 2009 (except for Awards granted pursuant to commitments entered into prior to such five-year anniversary). 
  
 4.2 Shares Subject to Plan. The shares of Stock for which Awards may be granted under the Plan shall be subject to the following: 
  
 (a) The shares of Stock with respect to which Awards may be made under the
Plan shall be shares currently authorized but unissued or currently held or subsequently acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions. 
  
 (b) Subject to the following provisions of this subsection 4.2, the maximum
number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to the sum of: (i) 600,000 shares of Stock; and (ii) any shares of Stock available for future awards under any prior long-term
incentive plan of the Company (the “Prior Plans”) as of the Effective Date, and any shares of Stock that are represented by awards granted under this Plan or any Prior Plans which are forfeited, expire or are canceled without delivery of
shares of Stock or which result in the forfeiture of the shares of Stock back to the Company. 
  
 (c) To the extent provided by the Committee, any Award may be settled in cash rather than Stock. To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary because the
Award is forfeited or canceled, or the shares of Stock are not delivered because the Award is settled in cash or used to satisfy the applicable tax withholding obligation, such shares shall not be deemed to have been delivered for purposes of
determining the maximum number of shares of Stock available for delivery under the Plan. 
  
 (d) If the exercise price of any stock option granted under the Plan or any Prior Plan is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation), only the number of shares
of Stock issued net of the shares of Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. 
  
 (e) Subject to paragraph 4.2(f), the following additional maximums are imposed under the Plan. 
  
 (i) The maximum number of shares of Stock that may be issued by Options
intended to be ISOs shall be 600,000 shares. 
  
 (ii) The maximum
number of shares that may be covered by Awards granted to any one individual pursuant to Section 2 (relating to Options and SARs) shall be 150,000 shares during any one fiscal-year period. If an Option is in tandem with an SAR, such that the
exercise of the Option or SAR with respect to a share of Stock cancels the tandem SAR or Option right, respectively, with respect to such share, the tandem Option and SAR rights with respect to each share of Stock shall be counted as covering but
one share of Stock for purposes of applying the limitations of this paragraph (ii). 
  

 -4- 








 (iii) The maximum number of shares of Stock that may be issued in conjunction with Awards granted
pursuant to Section 3 (relating to Other Stock Awards) shall be 300,000 shares during any one fiscal-year period. 
  
 (iv) For Stock Unit Awards, Restricted Stock Awards, Restricted Stock Unit Awards and Performance Share Awards that are intended to be
“performance-based compensation” (as that term is used for purposes of Code section 162(m)), no more than 100,000 shares of Stock may be subject to such Awards granted to any one individual during any one fiscal-year period. If, after
shares have been earned, the delivery is deferred, any additional shares attributable to dividends during the deferral period shall be disregarded. 
  
 (v) For Performance Unit Awards that are intended to be “performance-based compensation” (as that term is used for purposes of Code section
162(m)), no more than $2,500,000 may be subject to such Awards granted to any one individual during any one fiscal-year period. If, after amounts have been earned with respect to Performance Unit Awards, the delivery of such amounts is deferred, any
additional amounts attributable to earnings during the deferral period shall be disregarded. 
  
 (f) In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,
split-up, spin-off, combination or exchange of shares), the Committee may adjust Awards to preserve the benefits or potential benefits of the Awards. Action by the Committee may include: (i) adjustment of the number and kind of shares which may be
delivered under the Plan, including but not limited to, increases in the limitations set forth in subsection (b) above and paragraphs (i) through (v) of subsection (e) above; (ii) adjustment of the number and kind of shares subject to outstanding
Awards; (iii) adjustment of the Exercise Price of outstanding Options and SARs; and (iv) any other adjustments that the Committee determines to be equitable. 
  
 4.3 General Restrictions. Delivery of shares of Stock or other amounts under the Plan shall be subject to the following: 
  
 (a) Notwithstanding any other provision of the Plan, the Company shall have
no liability to deliver any shares of Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the
Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity. 
  
 (b) To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a
non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. 
  
 4.4 Tax Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, 
  

 -5- 








 in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such
withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of shares of Stock which the Participant already owns, or through the surrender of shares of Stock to which the
Participant is otherwise entitled under the Plan. 
  
 4.5 Grant
and Use of Awards. In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards may be granted as alternatives to or
replacement of awards granted or outstanding under the Plan, or any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a
Subsidiary). Subject to the overall limitation on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares of Stock as the form of payment for compensation, grants or rights earned or due under any
other compensation plans or arrangements of the Company or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations. 
  
 4.6 Dividends and Dividend Equivalents. An Award (including without limitation an Option or SAR Award) may provide
the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Stock subject to the Award (both before and after the Stock subject to the Award is earned, vested, or acquired), which payments may be
either made currently or credited to an account for the Participant, and may be settled in cash or Stock, as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of
Stock, may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents. 
  
 4.7 Settlement of Awards. The obligation to make payments and distributions with respect to Awards may be satisfied
through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Satisfaction of any such obligations under an Award, which is sometimes referred to as
“settlement” of the Award, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any Award payment, subject to such rules and procedures as
it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, and may include converting such credits into deferred Stock equivalents. Each Subsidiary shall be liable for payment of cash due under
the Plan with respect to any Participant to the extent that such benefits are attributable to the services rendered for that Subsidiary by the Participant. Any disputes relating to liability of a Subsidiary for cash payments shall be resolved by the
Committee. 
  
 4.8 Transferability. Except as otherwise
provided by the Committee, Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution. 
  
 4.9 Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by
any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee at such times, in such form, and subject to such restrictions and limitations,
not inconsistent with the terms of the Plan, as the Committee shall require. 
  

 -6- 








 4.10 Agreement With Company. An Award under the Plan shall be subject to such terms and
conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written document as is determined by the Committee. A
copy of such document shall be provided to the Participant, and the Committee may, but need not require that the Participant sign a copy of such document. Such document is referred to in the Plan as an “Award Agreement” regardless of
whether any Participant signature is required. 
  
 4.11 Action
by Company or Subsidiary. Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution of its board of directors, or by action of one or more members of the board (including a committee of the board) who
are duly authorized to act for the board, or (except to the extent prohibited by applicable law or applicable rules of any stock exchange) by a duly authorized officer of such company. 
  
 4.12 Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the
singular shall include the plural and the plural shall include the singular. 
  
 4.13 Limitation of Implied Rights. 
  
 (a) Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including,
without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the
Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay
any benefits to any person. 
  
 (b) The Plan does not constitute a
contract of employment, and selection as a Participant will not give any participating employee the right to be retained in the employ of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim
has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a shareholder of the Company prior to the date on which the individual
fulfills all conditions for receipt of such rights. 
  
 4.14
Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

  

 -7- 








 SECTION 5 
 CHANGE IN CONTROL 
  
 Subject to the provisions of paragraph 4.2(f) (relating to the adjustment of shares), and except as otherwise expressly provided in the Plan or the Award Agreement reflecting the applicable Award, upon the occurrence of a Change in Control:

  
 (a) All outstanding Options (regardless of whether in tandem
with SARs) shall become fully exercisable. 
  
 (b) All outstanding
SARs (regardless of whether in tandem with Options) shall become fully exercisable. 
  
 (c) All Stock Units, Restricted Stock, Restricted Stock Units, Performance Shares, and Performance Units shall become fully vested. 
  
 SECTION 6 
 COMMITTEE 
  
 6.1 Administration. The
authority to control and manage the operation and administration of the Plan shall be vested in the Compensation Committee of the Board of Directors (the “Committee”) in accordance with this Section 6. The Committee shall be selected by
the Board. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee. 
  
 6.2 Powers of Committee. The Committee’s administration of the
Plan shall be subject to the following: 
  
 (a) Subject to the
provisions of the Plan, the Committee will have the authority and discretion to select from among the Eligible Employees those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the
number of shares covered by the Awards, to establish the terms, conditions, performance and vesting criteria, restrictions, terms of exercise and settlement, and other provisions of such Awards, and (subject to the restrictions imposed by Section 7)
to cancel or suspend Awards. 
  
 (b) To the extent that the
Committee determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those
restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States. 
  
 (c) The Committee will have full and complete authority and discretion to interpret the Plan, to establish, amend, and
rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the
Plan; it being the intention of the Plan that the Committee have the utmost authority and discretion permitted by law in making decisions and performing its other functions under the Plan. 
  

 -8- 








 (d) Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final
and binding on all persons. 
  
 (e) In controlling and managing
the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the articles and by-laws of the Company, and applicable state corporate law. 
  
 (f) In no event, however, shall the Committee have the power to cancel outstanding stock options or stock appreciation
rights (“SARs”) for the purpose of replacing or re-granting such options or SARs with a purchase price that is less than the purchase price of the original option or SAR. 
  
 6.3 Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock
exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such
allocation or delegation may be revoked by the Committee at any time. 
  
 6.4 Information to be Furnished to Committee. The Company and Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and
Subsidiaries as to an employee’s or Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan. 
  
 6.5 Limitation of Liability. The Committee, each member thereof, and any other person acting pursuant to authority
delegated by the Committee shall be entitled, in good faith, to rely or act upon any report or other information furnished by any officer or employee of the Company, the Company’s independent auditors, consultants or any other agents assisting
in the administration of the Plan. Members of the Committee or any other person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company acting at the direction or on behalf of the Committee or other
delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action
or determination. 
  
 6.6 Indemnification. Each person who
is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or 
  

 -9- 








 proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 
  
 SECTION 7 
 AMENDMENT AND TERMINATION

  
 The Board may, at any time, amend or terminate the Plan,
provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; and further provided that adjustments pursuant to paragraph 4.2(f) shall not be subject to the foregoing limitations of this Section 7.
Notwithstanding the foregoing, approval of the Company’s shareholders shall be required for any of the following amendments to the Plan: 
  

	 	•	 	A material increase in the number of shares available under the Plan (other than an increase solely to reflect a reorganization, stock split, merger, spinoff or similar
transaction). 

  

	 	•	 	An expansion of the types of awards available under the Plan. 

  

	 	•	 	A material expansion of the class of employees, directors or other service providers eligible to participate in the Plan. 

  

	 	•	 	A material extension of the term of the Plan. 

  

	 	•	 	A material change to the method of determining the exercise price of Options or SARs under the Plan. 

  

	 	•	 	The deletion or limitation of any provision prohibiting re-pricing of Options or SARs. 

  
 Unless otherwise determined by the Committee, any amendments to the Plan will apply prospectively only. 
  
 SECTION 8 
 DEFINED TERMS 
  
 In addition to the other definitions contained herein, the following definitions shall apply: 
  
 (a) Award. The term “Award” shall mean any award or benefit granted under the Plan, including, without limitation, the grant of Options,
SARs, Stock Unit Awards, Restricted Stock Awards, Restricted Stock Unit Awards, Performance Unit Awards, and Performance Share Awards. 
  

 -10- 








 (b) Board. The term “Board” shall mean the Board of Directors of the Company.

  
 (c) Change of Control. For purposes of this Plan, a
“Change of Control” means any one of the following events: 
  
 (i) any person or “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding any employee benefit plan or plans of the Company and its subsidiaries,
becomes the beneficial owner, directly or indirectly, of twenty percent (20%) or more of the combined voting power of the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company;
or 
  
 (ii) any merger, consolidation, reorganization or similar
event of the Company or any of its subsidiaries, as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least
fifty-one percent (51%) of the aggregate voting power of the capital stock of the surviving entity; or 
  
 (iii) the individuals who, as of March 1, 2003 (the “Effective Date”), constitute the Board of Directors of the Company (the “Board”
generally and as of the Effective Date the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the Board, or in the case of a merger or consolidation of the Company, do not constitute or cease to constitute
at least two-thirds (2/3) of the board of directors of the surviving company (or in a case where the surviving corporation is controlled, directly or indirectly by another corporation or entity, do not constitute or cease to constitute at least
two-thirds (2/3) of the board of such controlling corporation or do not have or cease to have at least two-thirds (2/3) of the voting seats on any body comparable to a board of directors of such controlling entity, or if there is no body comparable
to a board of directors, at least two-thirds (2/3) voting control of such controlling entity); provided that any person becoming a director (or, in the case of a controlling non-corporate entity, obtaining a position comparable to a director or
obtaining a voting interest in such entity) subsequent to the Effective Date whose election, or nomination for election, was approved by a vote of the persons comprising at least two-thirds (2/3) of the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest), shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

  
 (iv) there is a liquidation or dissolution of the Company or
all or substantially all of the assets of the Company have been sold. 
  
 (d) Code. The term “Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code. 
  
 (e) Eligible Employee. The term “Eligible Employee” shall
mean any employee of the Company or a Subsidiary of the Company. 
  

 -11- 








 (f) Fair Market Value. For purposes of determining the “Fair Market Value” of a share of
Stock as of any date, the following rules shall apply: 
  
 (i)
If the principal market for the Stock is a national securities exchange or the NASDAQ stock market, then the “Fair Market Value” as of that date shall be the closing sales price of the Stock on that date on the principal exchange or market
on which the Stock is then listed or admitted to trading. 
  
 (ii) If sale prices are not available or if the principal market for the Stock is not a national securities exchange and the Stock is not quoted on the NASDAQ stock market, the average between the highest bid and lowest asked prices for the
Stock on such day as reported on the NASDAQ OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated or a comparable service. 
  
 (iii) If the day is not a business day, and as a result, paragraphs (i) and (ii) next above are inapplicable, the Fair Market Value of the Stock shall be
determined as of the next earlier business day. If paragraphs (i) and (ii) next above are otherwise inapplicable, then the Fair Market Value of the Stock shall be determined in good faith by the Committee. 
  
 (g) Subsidiaries. The term “Subsidiary” means any company
during any period in which it is a “subsidiary corporation” (as that term is defined in Code section 424(f)) with respect to the Company. 
  
 (h) Stock. The term “Stock” shall mean shares of common stock of the Company. 
  

 -12-