exv10w1



 






EXHIBIT 10.1




 

 








MONEYGRAM INTERNATIONAL, INC.




2005 OMNIBUS INCENTIVE PLAN




As Adopted May 10, 2005




 

 









 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	SECTION 1.

	 	PURPOSE
	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 2.

	 	DEFINITIONS
	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 3.

	 	ADMINISTRATION
	 	 	3	 
	 
	 	 	 	 	 	 
	(a)

	 	Power and Authority of the Committee
	 	 	3	 
	(b)

	 	Delegation
	 	 	4	 
	(c)

	 	Power and Authority of the Board of Directors
	 	 	4	 
	 
	 	 	 	 	 	 
	SECTION 4.

	 	SHARES AVAILABLE FOR AWARDS
	 	 	5	 
	 
	 	 	 	 	 	 
	(a)

	 	Shares Available
	 	 	5	 
	(b)

	 	Accounting for Awards
	 	 	5	 
	(c)

	 	Adjustments
	 	 	5	 
	(d)

	 	Award Limitations Under the Plan
	 	 	6	 
	 
	 	 	 	 	 	 
	SECTION 5.

	 	ELIGIBILITY
	 	 	6	 
	 
	 	 	 	 	 	 
	SECTION 6.

	 	AWARDS
	 	 	6	 
	 
	 	 	 	 	 	 
	(a)

	 	Options
	 	 	6	 
	(b)

	 	Stock Appreciation Rights
	 	 	7	 
	(c)

	 	Restricted Stock and Restricted Stock Units
	 	 	7	 
	(d)

	 	Dividend Equivalents
	 	 	8	 
	(e)

	 	Performance Awards
	 	 	8	 
	(f)

	 	Stock Awards
	 	 	9	 
	(g)

	 	Other Stock-Based Awards
	 	 	9	 
	(h)

	 	General
	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 7.

	 	AMENDMENT AND TERMINATION; CORRECTIONS
	 	 	10	 
	 
	 	 	 	 	 	 
	(a)

	 	Amendments to the Plan
	 	 	10	 
	(b)

	 	Amendments to Awards
	 	 	11	 
	(c)

	 	Correction of Defects, Omissions and Inconsistencies
	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 8.

	 	INCOME TAX WITHHOLDING
	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 9.

	 	GENERAL PROVISIONS
	 	 	12	 
	 
	 	 	 	 	 	 
	(a)

	 	No Rights to Awards
	 	 	12	 
	(b)

	 	Award Agreements
	 	 	12	 
	(c)

	 	No Rights of Stockholders
	 	 	12	 
	(d)

	 	No Limit on Other Compensation Plans or Arrangements
	 	 	12	 






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	 	 	 	 	 	Page	 
	(e)

	 	No Right to Employment or Directorship
	 	 	12	 
	(f)

	 	Governing Law
	 	 	12	 
	(g)

	 	Severability
	 	 	12	 
	(h)

	 	No Trust or Fund Created
	 	 	12	 
	(i)

	 	No Fractional Shares
	 	 	13	 
	(j)

	 	Headings
	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 10.

	 	EFFECTIVE DATE OF THE PLAN
	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 11.

	 	TERM OF THE PLAN
	 	 	13	 





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EXHIBIT 10.1




MONEYGRAM INTERNATIONAL, INC.

2005 OMNIBUS 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 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 MoneyGram International, Inc., a Delaware corporation, or any
successor 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 average of the high and low sales
prices 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, division,
business unit or line of business basis: sales, revenue, costs, expenses, earnings (including one
or more of net profit after tax, gross profit, operating profit, earnings before interest and
taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, earnings per share from continuing operations, operating
income, pre-tax income, operating income margin, net income, margins (including one or more of
gross, operating and net income margins), returns (including one or more of return on actual or



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proforma assets, net assets, equity, investment, capital and net capital employed), stockholder
return (including total stockholder return relative to an index or peer group), stock price,
economic value added, cash generation, cash flow, unit volume, working capital, market share, cost
reductions and strategic plan development and implementation. Such goals 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 or entity, including a corporation, partnership,
limited liability company, association, joint venture or trust.



          (u) “Plan” shall mean this MoneyGram International, Inc. 2005 Omnibus Incentive Plan, as
amended from time to time.



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



          (w) “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.



          (x) “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.



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



          (z) “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.



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



          (bb) “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



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Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the 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.



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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 be 7,500,000. Shares to be issued under the Plan will be
authorized but unissued Shares, Shares that have been reacquired by the Company and designated as
treasury shares or Shares held by the MoneyGram Employee Equity Trust. 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 10, 2015, 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 10, 2015, 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, (iii) the purchase or exercise price with respect to any Award and (iv) the limitations
contained in Section 4(d) of the Plan.



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          (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 500,000
Shares (subject to adjustment as provided in Section 4(c) of the Plan) in the aggregate in any
calendar year.



               (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 $5,000,000 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) 
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 3% of the Shares available for Awards under the Plan,
subject to adjustment as provided in Section 4(c) of the Plan.



               (iv) Limitation on Incentive Stock Options.
The number of Shares available for granting Incentive Stock Options under the Plan shall not exceed
7,500,000, 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:



               (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



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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.



          (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 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



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grant; provided, however, that such minimum vesting period shall not apply to grants of up to
200,000 shares of Restricted Stock and Restricted Stock Units to non-employee Directors.
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 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



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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, 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.



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               (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 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 may
amend, alter, suspend, discontinue or terminate the Plan at any time; 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;



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               (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.



          (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.



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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.



          (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,



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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 10, 2005 and the Plan shall be effective as of the
date of such stockholder approval.



Section 11. Term of the Plan.




          The Plan shall terminate at midnight on May 10, 2015, 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.




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