Exhibit 10.1


 


 


J.
L. HALSEY CORPORATION



2005 EQUITY-BASED COMPENSATION PLAN


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
   

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Administration.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Authority of the Committee

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Manner of Exercise of Committee Authority

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Limitation of Liability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Stock Subject to Plan.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Overall Number of Shares Available for
  Delivery

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Application of Limitation to Grants of
  Awards

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Availability of Shares Not Delivered under
  Awards

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Stock Offered

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Eligibility; Per Person Award Limitations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Specific Terms of Awards

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  General

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Options

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Stock Appreciation Rights

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Restricted Stock

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Phantom Stock

  	
   

  
	
   

  	
   

  	
  (f)

  	
  Bonus Stock and Awards in Lieu of
  Obligations

  	
   

  
	
   

  	
   

  	
  (g)

  	
  Dividend Equivalents

  	
   

  
	
   

  	
   

  	
  (h)

  	
  Other Stock-Based Awards

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Certain Provisions Applicable to Awards.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Stand-Alone, Additional, Tandem, and
  Substitute Awards

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Term of Awards

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Form and Timing of Payment under
  Awards; Deferrals

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Exemptions from
  Section 16(b) Liability

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Non-Competition Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Performance and Annual Incentive Awards.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Performance Conditions

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Performance Awards Granted to Designated
  Covered Employees

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Annual Incentive Awards Granted to
  Designated Covered Employees

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Written Determinations

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Status of Section 8(b) and
  Section 8(c) Awards under Section 162(m) of the Code

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Recapitalization or Reorganization.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Existence of Plans and Awards

  	
   

  



 


i





















 


	
   

  	
   

  	
  (b)

  	
  Subdivision or Consolidation of Shares

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Corporate Restructuring

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Change in Control Price

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Non-Option Awards

  	
   

  
	
   

  	
   

  	
  (f)

  	
  Additional Issuances

  	
   

  
	
   

  	
   

  	
  (g)

  	
  Restricted Stock Awards

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  General Provisions.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Transferability.

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Taxes

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Changes to this Plan and Awards

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Limitation on Rights Conferred under Plan

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Unfunded Status of Awards

  	
   

  
	
   

  	
   

  	
  (f)

  	
  Nonexclusivity of this Plan

  	
   

  
	
   

  	
   

  	
  (g)

  	
  Payments in the Event of Forfeitures;
  Fractional Shares

  	
   

  
	
   

  	
   

  	
  (h)

  	
  Severability

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
  (j)

  	
  Conditions to Delivery of Stock

  	
   

  



 


ii





















 


J. L. HALSEY CORPORATION



2005 EQUITY-BASED COMPENSATION PLAN


 


1.                                      Purpose.  The purpose of the J. L. Halsey Corporation
2005 Equity-Based Compensation Plan (the “Plan”) is to provide a means through
which J. L. Halsey Corporation, a Delaware corporation (the “Company”), and its
subsidiaries (including any companies it may acquire) may attract and retain
able persons as employees, directors and consultants of the Company and to
provide a means whereby those persons upon whom the responsibilities of the
successful administration and management of the Company rest, and whose present
and potential contributions to the welfare of the Company are of importance,
can acquire and maintain stock ownership, or awards the value of which is tied
to the performance of the Company’s stock, thereby strengthening their concern
for the welfare of the Company and their desire to remain in its employ.  A further purpose of this Plan is to provide
such employees and directors with additional incentive and reward opportunities
designed to enhance the profitable growth of the Company.  Accordingly, this Plan primarily provides for
granting Incentive Stock Options, options which do not constitute Incentive
Stock Options, Restricted Stock Awards, Stock Appreciation Rights, Phantom
Stock Awards or any combination of the foregoing, as is best suited to the
circumstances of the particular individual as provided herein.


 


2.                                      Definitions.  For purposes of this Plan, the following
terms shall be defined as set forth below, in addition to such terms defined in
Section 1 hereof:


 


(a)                                  “Annual
Incentive Award” means a conditional right granted to a Participant under Section 8(c) hereof
to receive a cash payment, Stock or other Award, unless otherwise determined by
the Committee, after the end of a specified fiscal year.


 


(b)                                 “Award”
means any Option, SAR (including Limited SAR), Restricted Stock Award, Phantom
Stock Award, Stock granted as a bonus or in lieu of another award, Dividend
Equivalent, Other Stock-Based Award, Performance Award or Annual Incentive
Award, together with any other right or interest granted to a Participant under
this Plan.


 


(c)                                  “Beneficiary”
means one or more persons, trusts or other entities which have been designated
by a Participant in his or her most recent written beneficiary designation
filed with the Committee to receive the benefits specified under this Plan upon
such Participant’s death or to which Awards or other rights are transferred if
and to the extent permitted under Section 10(a) hereof.  If, upon a Participant’s death, there is no
designated Beneficiary or surviving designated Beneficiary, then the term
Beneficiary means the persons, trusts or other entities entitled by will or the
laws of descent and distribution to receive such benefits.


 


(d)                                 “Beneficial
Owner” shall have the meaning ascribed to such term in Rule 13d-3
under the Exchange Act and any successor to such Rule.


 


(e)                                  “Board”
means the Company’s Board of Directors.


 


(f)                                    “Business
Day” means any day other than a Saturday, a Sunday, or a day on which banking
institutions in the state of Delaware are authorized or obligated by law or
executive order to close.


 





















 


(g)                                 “Change
in Control” means the occurrence of any of the following events:


 


(i)                                     The
agreement to acquire or a tender offer that is accepted for beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) by any individual, entity or group (within the meaning of section 13(d)(3) or
14(d)(2) of the Exchange Act) (a “Person”), of 50% or more of either (x)
the then outstanding shares of Stock (the “Outstanding Stock”) or (y) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this subsection (i),
the following acquisitions shall not constitute a Change in Control:  (A) any acquisition directly from the
Company, (B) any acquisition by the Company, (C) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company, (D) any acquisition
by any corporation pursuant to a transaction which complies with clauses (A), (B) and
(C) of paragraph (iii) below; or


 


(ii)                                  Individuals
who constitute the Incumbent Board cease for any reason to constitute at least
a majority of the Board; or


 


(iii)                               Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company or an acquisition of
assets of another corporation (a “Business Combination”), in each case, unless,
following such Business Combination, (A) the Outstanding Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination represent or are converted into or exchanged for securities which
represent or are convertible into more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company, or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries), (B) no Person
(excluding any employee benefit plan (or related trust) of the Company or the
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership of the Company
existed prior to the Business Combination and (C) at least a majority of
the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or


 


(iv)                              Consummation
of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (a “Business Combination”),
unless, following such Business Combination, the Outstanding Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination represent or are converted into or exchanged for securities which
represent or are convertible into more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination


 


2





















 


(including, without limitation, a corporation which as a
result of such transaction owns the Company, or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries); or


 


(v)                                 Approval
by the stockholders of the Company of a complete liquidation or dissolution of
the Company.


 


(h)                                 “Change
in Control Price” means the amount calculated in accordance with Section 9
of this Plan.


 


(i)                                     “Code”
means the Internal Revenue Code of 1986, as amended from time to time,
including regulations thereunder and successor provisions and regulations
thereto.


 


(j)                                     “Committee”
means a committee of two or more directors designated by the Board to
administer this Plan; provided, however, that, unless otherwise determined by
the Board, the Committee shall consist solely of two or more directors, each of
whom shall be (i) a “nonemployee director” within the meaning of Rule 16b-3
under the Exchange Act, and (ii) an “outside director” as defined under section 162(m)
of the Code, unless administration of this Plan by “outside directors” is not
then required in order to qualify for tax deductibility under section 162(m)
of the Code.


 


(k)                                  “Covered
Employee” means an Eligible Person who is a Covered Employee as specified in Section 8(e) of
this Plan.


 


(l)                                     “Dividend
Equivalent” means a right, granted to a Participant under Section 6(g), to
receive cash, Stock, other Awards or other property equal in value to dividends
paid with respect to a specified number of shares of Stock, or other periodic
payments.


 


(m)                               “Effective
Date” means May 6, 2005.


 


(n)                                 “Eligible
Person” means all officers and employees, or prospective officers and
employees, of the Company or of any Subsidiary, and other persons who provide
services to the Company or any of its Subsidiaries, including directors of the
Company.  An employee on leave of absence
may be considered as still in the employ of the Company or a Subsidiary for
purposes of eligibility for participation in this Plan.


 


(o)                                 “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time,
including rules thereunder and successor provisions and rules thereto.


 


(p)                                 “Executive
Officer” means an executive officer of the Company as defined under the
Exchange Act.


 


(q)                                 “Fair
Market Value” means, for a particular day:


 


(i)                                     if
shares of Stock of the same class are listed or admitted to unlisted trading
privileges on any national or regional securities exchange at the date of
determining the Fair Market Value, then the last reported sale price, regular
way, on the composite tape of that exchange on that business day or, if no such
sale takes place on that


 


3





















 


business day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to unlisted trading privileges on that
securities exchange or, if no such closing prices are available for that day,
the last reported sale price, regular way, on the composite tape of that
exchange on the last business day before the date in question; or


 


(ii)                                  if
shares of Stock of the same class are not listed or admitted to unlisted
trading privileges as provided in subparagraph (i) and if sales prices for
shares of Stock of the same class in the over-the-counter market are reported
by the OTC Bulletin Board (“OTCBB”) National Market System as of the date of
determining the Fair Market Value, then the last reported sales price so
reported on that business day or, if no such sale takes place on that business
day, the average of the high bid and low asked prices so reported or, if no
such prices are available for that day, the last reported sale price so
reported on the last business day before the date in question; or


 


(iii)                               if
shares of Stock of the same class are not listed or admitted to unlisted
trading privileges as provided in subparagraph (i) and sales prices for
shares of Stock of the same class are not reported by the OTCBB National Market System (or a similar
system then in use) as provided in subparagraph (ii), and if bid and asked
prices for shares of Stock of the same class in the over-the-counter market are
reported by OTCBB (or, if not so reported, by the National Quotation Bureau
Incorporated) as of the date of determining the Fair Market Value, then the
average of the high bid and low asked prices on that business day or, if no
such prices are available for that day, the average of the high bid and low
asked prices on the last business day before the date in question; or


 


(iv)                              if
shares of Stock of the same class are not listed or admitted to unlisted
trading privileges as provided in subparagraph (i) and sales prices or bid
and asked prices therefor are not reported by OTCBB (or the National Quotation
Bureau Incorporated) as provided in subparagraph (ii) or subparagraph (iii) as
of the date of determining the Fair Market Value, then the value determined in
good faith by the Committee, which determination shall be conclusive for all
purposes; or


 


(v)                                 if
shares of Stock of the same class are listed or admitted to unlisted trading
privileges as provided in subparagraph (i) or sales prices or bid and
asked prices therefor are reported by OTCBB (or the National Quotation Bureau
Incorporated) as provided in subparagraph (ii) or subparagraph (iii) as
of the date of determining the Fair Market Value, but the volume of trading is
so low that the Board of Directors determines in good faith that such prices
are not indicative of the fair value of the Stock, then the value determined in
good faith by the Committee, which determination shall be conclusive for all
purposes notwithstanding the provisions of subparagraphs (i), (ii) or
(iii).


 


For purposes
of valuing Incentive Stock Options, the Fair Market Value of Stock shall be
determined without regard to any restriction other than one that, by its terms,
will never lapse.


 


(r)                                    “Incentive
Stock Option” or “ISO” means any Option intended to be and designated as an
incentive stock option within the meaning of section 422 of the Code or
any successor provision thereto.


 


4





















 


(s)                                  “Incumbent
Board” shall mean individuals who constitute the Board as of the Effective Date
and any other individual who becomes a director of the Company after that date
and whose election or appointment by the Board or nomination for election by
the Company’s stockholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Incumbent Board.


 


(t)                                    “Limited
SAR” means a right granted to a Participant under Section 6(c) hereof.


 


(u)                                 “Option”
means a right, granted to a Participant under Section 6(b) hereof, to
purchase Stock or other Awards at a specified price during specified time
periods.


 


(v)                                 “Other
Stock-Based Awards” means Awards granted to a Participant under Section 6(h) hereof.


 


(w)                               “Participant”
means a person who has been granted an Award under this Plan which remains
outstanding, including a person who is no longer an Eligible Person.


 


(x)                                   “Performance
Award” means a right, granted to a Participant under Section 8 hereof, to
receive Awards based upon performance criteria specified by the Committee.


 


(y)                                 “Person”
means any person or entity of any nature whatsoever, specifically including an
individual, a firm, a company, a corporation, a partnership, a limited
liability company, a trust or other entity; a Person, together with that Person’s
Affiliates and Associates (as those terms are defined in Rule 12b-2
under the Exchange Act), and any Persons acting as a partnership, limited
partnership, joint venture, association, syndicate or other group (whether or
not formally organized), or otherwise acting jointly or in concert or in a
coordinated or consciously parallel manner (whether or not pursuant to any
express agreement), for the purpose of acquiring, holding, voting or disposing
of securities of the Company with such Person, shall be deemed a single “Person.”


 


(z)                                   “Phantom
Stock” means a right, granted to a Participant under Section 6(e) hereof,
to receive Stock, cash or a combination thereof at the end of a specified
deferral period.


 


(aa)                            “Qualified
Member” means a member of the Committee who is a “Non-Employee Director” within
the meaning of Rule 16b-3(b)(3) and an
“outside director” within the meaning of regulation 1.162-27 under section 162(m)
of the Code.


 


(bb)                          “Restricted
Stock” means Stock granted to a Participant under Section 6(d) hereof,
that is subject to certain restrictions and to a risk of forfeiture.


 


(cc)                            “Rule 16b-3”
means Rule 16b-3, promulgated by the Securities and Exchange
Commission under section 16 of the Exchange Act, as from time to time in
effect and applicable to this Plan and Participants.


 


5





















 


(dd)                          “Securities
Act” means the Securities Act of 1933 and the rules and regulations
promulgated thereunder, or any successor law, as it may be amended from time to
time.


 


(ee)                            “Stock”
means the Company’s Common Stock, par value $.01 per share, and such other
securities as may be substituted (or resubstituted) for Stock pursuant to Section 9.


 


(ff)                                “Stock
Appreciation Rights” or “SAR” means a right granted to a Participant under Section 6(c) hereof.


 


(gg)                          “Subsidiary”
means with respect to any Person, any corporation or other entity of which a
majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.


 


3.                                      Administration.


 


(a)                                  Authority of the Committee.  This Plan shall be administered by the
Committee except to the extent the Board elects, in order to comply with Rule 16b-3
or for any other reason, to administer this Plan, in which case references
herein to the “Committee” shall be deemed to include references to the “Board.”  Subject to the express provisions of the Plan
and Rule 16b-3, the Committee shall have the authority, in its sole
and absolute discretion, to (i) adopt, amend, and rescind administrative
and interpretive rules and regulations relating to the Plan; (ii) determine
the Eligible Persons to whom, and the time or times at which, Awards shall be
granted; (iii) determine the amount of cash and the number of shares of
Stock, Stock Appreciation Rights, Phantom Stock Rights, or Restricted Stock
Awards, or any combination thereof, that shall be the subject of each Award; (iv) determine
the terms and provisions of each Award agreement (which need not be identical),
including provisions defining or otherwise relating to (A) the term and
the period or periods and extent of exercisability of the Options, (B) the
extent to which the transferability of shares of Stock issued or transferred
pursuant to any Award is restricted, (C) the effect of termination of
employment of a Participant on the Award, and (D) the effect of approved
leaves of absence (consistent with any applicable regulations of the Internal
Revenue Service); (v) accelerate the time of exercisability of any Option
that has been granted; (vi) construe the respective Award agreements and
the Plan; (vii) make determinations of the Fair Market Value of the Stock
pursuant to the Plan; (viii) delegate its duties under the Plan to such
agents as it may appoint from time to time, provided that the Committee may not
delegate its duties with respect to making Awards to, or otherwise with respect
to Awards granted to, Eligible Persons who are subject to section 16(b) of
the Exchange Act or section 162(m) of the Code; (ix) subject to
ratification by the Board, terminate, modify, or amend the Plan; and (x) make
all other determinations, perform all other acts, and exercise all other powers
and authority necessary or advisable for administering the Plan, including the
delegation of those ministerial acts and responsibilities as the Committee
deems appropriate.  Subject to Rule 16b-3
and section 162(m) of the Code, the Committee may correct any defect,
supply any omission, or reconcile any inconsistency in the Plan, in any Award,
or in any Award agreement in the manner and to the extent it deems necessary or
desirable to carry the Plan into effect, and the Committee shall be the sole
and final judge of that necessity or desirability.  The determinations of the Committee on the
matters referred to in this Section 3(a) shall be final and
conclusive.


 


6





















 


(b)                                 Manner of Exercise of
Committee Authority.  At any time that a member of the Committee is
not a Qualified Member, any action of the Committee relating to an Award
granted or to be granted to a Participant who is then subject to section 16
of the Exchange Act in respect of the Company, or relating to an Award intended
by the Committee to qualify as “performance-based compensation” within the
meaning of section 162(m) of the Code and regulations thereunder, may be
taken either (i) by a subcommittee, designated by the Committee, composed
solely of two or more Qualified Members, or (ii) by the Committee but with
each such member who is not a Qualified Member abstaining or recusing himself
or herself from such action; provided, however, that, upon such abstention or
recusal, the Committee remains composed solely of two or more Qualified
Members.  Such action, authorized by such
a subcommittee or by the Committee upon the abstention or recusal of such
non-Qualified Member(s), shall be the action of the Committee for purposes of
this Plan.  Any action of the Committee
shall be final, conclusive and binding on all persons, including the Company,
its subsidiaries, stockholders, Participants, Beneficiaries, and transferees
under Section 10(a) hereof or other persons claiming rights from or
through a Participant.  The express grant
of any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the
Committee.  The Committee may delegate to
officers or managers of the Company or any Subsidiary, or committees thereof,
the authority, subject to such terms as the Committee shall determine, to
perform such functions, including administrative functions, as the Committee
may determine, to the extent that such delegation will not result in the loss
of an exemption under Rule 16b-3(d)(1) for Awards granted to
Participants subject to section 16 of the Exchange Act in respect of the
Company and will not cause Awards intended to qualify as “performance-based
compensation” under section 162(m) of the Code to fail to so qualify.  The Committee may appoint agents to assist it
in administering this Plan.


 


(c)                                  Limitation of Liability.  The Committee and each member thereof shall
be entitled to, in good faith, rely or act upon any report or other information
furnished to him or her by any officer or employee of the Company or a
Subsidiary, the Company’s legal counsel, independent auditors, consultants or
any other agents assisting in the administration of this Plan.  Members of the Committee and any officer or
employee of the Company or a Subsidiary acting at the direction or on behalf of
the Committee shall not be personally liable for any action or determination
taken or made in good faith with respect to this Plan, and shall, to the
fullest extent permitted by law, be indemnified and held harmless by the
Company with respect to any such action or determination.


 


4.                                      Stock Subject to Plan.


 


(a)                                  Overall Number of Shares
Available for Delivery.  Subject to adjustment in a manner consistent
with any adjustment made pursuant to Section 9, the total number of shares
of Stock reserved and available for delivery in connection with Awards under
this Plan shall not exceed 13,200,000 shares.


 


(b)                                 Application of Limitation to
Grants of Awards.  No Award may
be granted if (i) the number of shares of Stock to be delivered in
connection with such Award  exceeds (ii) the
number of shares of Stock remaining available under this Plan minus the number
of shares of Stock issuable in settlement of or relating to then-outstanding Awards.  The Committee may adopt reasonable counting
procedures to ensure appropriate counting, avoid


 


7





















 


double counting (as, for example, in the
case of tandem or substitute awards) and make adjustments if the number of
shares of Stock actually delivered differs from the number of shares previously
counted in connection with an Award.


 


(c)                                  Availability of Shares Not
Delivered under Awards.  Shares of Stock subject to an Award under
this Plan that expire or are canceled, forfeited, settled in cash or otherwise
terminated without a delivery of shares to the Participant, including (i) the
number of shares withheld in payment of any exercise or purchase price of an
Award or taxes relating to Awards, and (ii) the number of shares
surrendered in payment of any exercise or purchase price of an Award or taxes
relating to any Award, will again be available for Awards under this Plan,
except that if any such shares could not again be available for Awards to a
particular Participant under any applicable law or regulation, such shares
shall be available exclusively for Awards to Participants who are not subject
to such limitation.


 


(d)                                 Stock Offered.  The shares to be delivered under the Plan
shall be made available from (i) authorized but unissued shares of Stock, (ii) Stock
held in the treasury of the Company, or (iii) previously issued shares of
Stock reacquired by the Company, including shares purchased on the open market,
in each situation as the Board or the Committee may determine from time to time
at its sole option.


 


5.                                      Eligibility; Per Person Award
Limitations.  Awards may be granted under this Plan only to
Eligible Persons.  In each fiscal year or
12-month period, as applicable, during any part of which this Plan is in
effect, a Covered Employee may not be granted (a) Awards relating to more
than 6,000,000 shares of Stock, subject to adjustment in a manner consistent
with any adjustment made pursuant to Section 9 or (b) in the case of
Awards not related to shares of Stock Awards with a value at the time of
payment in excess of $5,000,000.


 


6.                                      Specific Terms of Awards.


 


(a)                                  General. 
Awards may be granted on the terms and conditions set forth in this Section 6.  In addition, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(c)),
such additional terms and conditions, not inconsistent with the provisions of
this Plan, as the Committee shall determine, including terms requiring
forfeiture of Awards in the event of termination of employment by the
Participant and terms permitting a Participant to make elections relating to
his or her Award.  The Committee shall
retain full power and discretion to accelerate, waive or modify, at any time,
any term or condition of an Award that is not mandatory under this Plan;
provided, however, that the Committee shall not have any discretion to
accelerate, waive or modify any term or condition of an Award that is intended
to qualify as “performance-based compensation” for purposes of section 162(m)
of the Code if such discretion would cause the Award to not so qualify.  Except in cases in which the Committee is
authorized to require other forms of consideration under this Plan, or to the
extent other forms of consideration must be paid to satisfy the requirements of
the Delaware General Corporation Law, no consideration other than services may
be required for the grant (but not the exercise) of any Award.


 


(b)                                 Options.  The Committee is authorized to grant Options
to Participants on the following terms and conditions:


 


8





















 


(i)                                     Exercise
Price.  Each Option agreement shall
state the exercise price per share of Stock (the “Exercise Price”); provided,
however, that the Exercise Price per share of Stock subject to an Incentive
Stock Option shall not be less than the greater of (A) the par value per
share of the Stock or (B) 100% of the Fair Market Value per share of the
Stock on the date of grant of the Option or in the case of an individual who
owns stock possessing more than 10 percent of the total combined voting power
of all classes of stock of the Corporation or its parent or any Subsidiary 110%
of the Fair Market Value per share of the Stock on the date of grant, and the
exercise price per share of Stock subject to an Option other than an Incentive
Stock Option shall not be less than the par value per share of the Stock (but
may be less than the Fair Market Value of a share of the Stock on the date of
grant).


 


(ii)                                  Time
and Method of Exercise.  The
Committee shall determine the time or times at which or the circumstances under
which an Option may be exercised in whole or in part (including based on
achievement of performance goals and/or future service requirements), the
methods by which such exercise price may be paid or deemed to be paid, the form
of such payment, including without limitation cash, Stock, other Awards or
awards granted under other plans of the Company or any Subsidiary, or other
property (including notes or other contractual obligations of Participants to
make payment on a deferred basis), and the methods by or forms in which Stock
will be delivered or deemed to be delivered to Participants, including, but not
limited to, the delivery of Restricted Stock subject to Section 6(d).  In the case of an exercise whereby the
Exercise Price is paid with Stock, such Stock shall be valued as of the date of
exercise.


 


(iii)                               ISOs.  The terms of any ISO granted under this Plan
shall comply in all respects with the provisions of section 422 of the
Code.  Anything in this Plan to the
contrary notwithstanding, no term of this Plan relating to ISOs (including any
SAR in tandem therewith) shall be interpreted, amended or altered, nor shall
any discretion or authority granted under this Plan be exercised, so as to
disqualify either this Plan or any ISO under section 422 of the Code,
unless the Participant has first requested the change that will result in such
disqualification.  ISOs shall not be
granted more than ten years after the earlier of the adoption of this Plan or
the approval of this Plan by the Company’s stockholders.  Notwithstanding the foregoing, the Fair
Market Value of shares of Stock subject to an ISO and the aggregate Fair Market
Value of shares of stock of any parent or Subsidiary corporation (within the
meaning of sections 424(e) and (f) of the Code) subject to any other
incentive stock option (within the meaning of section 422 of the Code)) of
the Company or a parent or Subsidiary corporation (within the meaning of sections
424(e) and (f) of the Code) that first becomes purchasable by a
Participant in any calendar year may not (with respect to that Participant)
exceed $100,000, or such other amount as may be prescribed under section 422
of the Code or applicable regulations or rulings from time to time.  As used in the previous sentence, Fair Market
Value shall be determined as of the date the incentive stock options
is granted.  Failure to comply
with this provision shall not impair the enforceability or exercisability of
any Option, but shall cause the excess amount of shares to be reclassified in
accordance with the Code.


 


(c)                                  Stock Appreciation Rights.  The Committee is authorized to grant SARs to
Participants on the following terms and conditions:


 


9





















 


(i)                                     Right
to Payment.  An SAR shall confer on
the Participant to whom it is granted a right to receive, upon exercise or
settlement thereof, the excess of (A) the Fair Market Value of one share
of Stock on the date of exercise or settlement (or, in the case of a “Limited
SAR,” the Fair Market Value determined by reference to the Change in Control
Price, as defined under Section 2(h) hereof) over (B) the grant
price of the SAR as determined by the Committee.


 


(ii)                                  Rights
Related to Options.  A Stock
Appreciation Right granted pursuant to an Option shall entitle a Participant,
upon exercise or settlement, to surrender that Option or any portion thereof,
to the extent unexercised or not settled, and to receive payment of an amount
computed pursuant to Subsection 6(c)(ii)(B).  That Option shall then cease to be
exercisable or settleable to the extent surrendered.  Stock Appreciation Rights granted in
connection with an Option shall be subject to the terms of the Award agreement
governing the Option, which shall comply with the following provisions in
addition to those applicable to Options:


 


(A)                              A
Stock Appreciation Right granted in connection with an Option shall be
exercisable or settleable only at such time or times and only to the extent
that the related Option is exercisable and shall not be transferable except to
the extent that the related Option is transferable.


 


(B)                                Upon
the exercise or settlement of a Stock Appreciation Right related to an Option,
a Participant shall be entitled to receive payment from the Company of an
amount determined by multiplying:


 


(1)                                  the difference obtained by subtracting the exercise price of
a share of Stock specified in the related Option from the Fair Market Value of
a share of Stock on the date of exercise or settlement of the Stock
Appreciation Right, by


 


(2)                                  the number of shares as to which that Stock Appreciation
Right has been exercised or settled.


 


(iii)                               Right
Without Option. 
A Stock Appreciation Right granted independent of an Option shall be
exercisable or settleable as determined by the Committee and set forth in the
Award agreement governing the Stock Appreciation Right, which Award agreement
shall comply with the following provisions:


 


(A)                              Each
Award agreement shall state the total number of shares of Stock to which the
Stock Appreciation Right relates.


 


(B)                                Each
Award agreement shall state the time at which the Stock Appreciation Right will
vest, the time the Stock Appreciation Right will be settled, or the time or
periods in which the right to exercise the Stock Appreciation Right or a
portion thereof shall vest and the number of shares of Stock for which the
right to exercise the Stock Appreciation Right shall vest at each such time or
period.


 


10





















 


(C)                                Each
Award agreement shall state the date at which the Stock Appreciation Rights
shall expire if not previously exercised or settled.


 


(D)                               Each
Stock Appreciation Right shall entitle a Participant, upon exercise or
settlement thereof, to receive payment of an amount determined by multiplying:


 


(1)                                  the
difference obtained by subtracting the Fair Market Value of a share of Stock on
the date of grant of the Stock Appreciation Right from the Fair Market Value of
a share of Stock on the date of exercise or settlement of that Stock
Appreciation Right, by


 


(2)                                  the number of shares as to which the Stock Appreciation
Right has been exercised or settled.


 


(iv)                              Terms.  The Committee shall determine at the date of
grant or thereafter, the time or times at which and the circumstances under
which an SAR may be exercised or settled in whole or in part (including based
on achievement of performance goals and/or future service requirements), the
method of exercise, method of settlement, form of consideration payable in
settlement, method by or forms in which Stock will be delivered or deemed to be
delivered to Participants, whether or not an SAR shall be in tandem or in
combination with any other Award, and any other terms and conditions of any
SAR.  Limited SARs that may only be
exercised in connection with a Change in Control or other event as specified by
the Committee may be granted on such terms, not inconsistent with this Section 6(c),
as the Committee may determine.  SARs and
Limited SARs may be either freestanding or in tandem with other Awards.


 


(d)                                 Restricted Stock.  The Committee is authorized to grant
Restricted Stock to Participants on the following terms and conditions:


 


(i)                                     Grant
and Restrictions.  Restricted Stock
shall be subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Committee may impose, which restrictions
may lapse separately or in combination at such times, under such circumstances
(including based on achievement of performance goals and/or future service
requirements), in such installments or otherwise, as the Committee may
determine at the date of grant or thereafter. 
Except to the extent restricted under the terms of this Plan and any
Award agreement relating to the Restricted Stock, a Participant granted
Restricted Stock shall have all of the rights of a stockholder, including the
right to vote the Restricted Stock and the right to receive dividends thereon
(subject to any mandatory reinvestment or other requirement imposed by the
Committee).  During the restricted period
applicable to the Restricted Stock, the Restricted Stock may not be sold,
transferred, pledged, hypothecated, margined or otherwise encumbered by the
Participant.


 


(ii)                                  Forfeiture.  Except as otherwise determined by the
Committee, upon termination of employment during the applicable restriction
period, Restricted Stock that is at that time subject to restrictions shall be
forfeited and reacquired by the Company; provided that the Committee may
provide, by rule or regulation or in any Award agreement, or may


 


11





















 


determine in any individual
case, that restrictions or forfeiture conditions relating to Restricted Stock
shall be waived in whole or in part in the event of terminations resulting from
specified causes, and the Committee may in other cases waive in whole or in
part the forfeiture of Restricted Stock.


 


(iii)                               Certificates
for Stock.  Restricted Stock granted
under this Plan may be evidenced in such manner as the Committee shall
determine.  If certificates representing
Restricted Stock are registered in the name of the Participant, the Committee
may require that such certificates bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Restricted Stock, that the
Company retain physical possession of the certificates, and that the
Participant deliver a stock power to the Company, endorsed in blank, relating
to the Restricted Stock.


 


(iv)                              Dividends
and Splits.  As a condition to the
grant of an Award of Restricted Stock, the Committee may require or permit a
Participant to elect that any cash dividends paid on a share of Restricted
Stock be automatically reinvested in additional shares of Restricted Stock or
applied to the purchase of additional Awards under this Plan.  Unless otherwise determined by the Committee,
Stock distributed in connection with a Stock split or Stock dividend, and other
property distributed as a dividend, shall be subject to restrictions and a risk
of forfeiture to the same extent as the Restricted Stock with respect to which
such Stock or other property has been distributed.


 


(e)                                  Phantom Stock.  The Committee is authorized to grant Phantom
Stock to Participants, which are rights to receive Stock, cash, or a
combination thereof at the end of a specified deferral period, subject to the
following terms and conditions:


 


(i)                                     Award
and Restrictions.  Satisfaction of an
Award of Phantom Stock shall occur upon expiration of the deferral period
specified for such Phantom Stock by the Committee (or, if permitted by the
Committee, as elected by the Participant). 
In addition, Phantom Stock shall be subject to such restrictions (which
may include a risk of forfeiture) as the Committee may impose, if any, which
restrictions may lapse at the expiration of the deferral period or at earlier
specified times (including based on achievement of performance goals and/or
future service requirements), separately or in combination, in installments or
otherwise, as the Committee may determine. 
Phantom Stock may be satisfied by delivery of Stock, cash equal to the
Fair Market Value of the specified number of shares of Stock covered by the
Phantom Stock, or a combination thereof, as determined by the Committee at the
date of grant or thereafter.


 


(ii)                                  Forfeiture.  Except as otherwise determined by the
Committee, upon termination of employment during the applicable deferral period
or portion thereof to which forfeiture conditions apply (as provided in the
Award agreement evidencing the Phantom Stock), all Phantom Stock that is at
that time subject to deferral (other than a deferral at the election of the
Participant) shall be forfeited; provided that the Committee may provide, by rule or
regulation or in any Award agreement, or may determine in any individual case,
that restrictions or forfeiture conditions relating to Phantom Stock shall be
waived in whole or in part in the event of terminations resulting from
specified causes, and the Committee may in other cases waive in whole or in part
the forfeiture of Phantom Stock.


 


12





















 


(iii)                               Dividend
Equivalents.  Unless otherwise
determined by the Committee at date of grant, Dividend Equivalents on the
specified number of shares of Stock covered by an Award of Phantom Stock shall
be either (A) paid with respect to such Phantom Stock on the dividend
payment date in cash or in shares of unrestricted Stock having a Fair Market
Value equal to the amount of such dividends, or (B) deferred with respect
to such Phantom Stock and the amount or value thereof automatically deemed
reinvested in additional Phantom Stock, other Awards or other investment
vehicles, as the Committee shall determine or permit the Participant to elect.


 


(f)                                    Bonus Stock and Awards in Lieu
of Obligations.  The Committee is
authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu
of obligations to pay cash or deliver other property under this Plan or under
other plans or compensatory arrangements, provided that, in the case of
Participants subject to section 16 of the Exchange Act, the amount of such
grants remains within the discretion of the Committee to the extent necessary
to ensure that acquisitions of Stock or other Awards are exempt from liability
under section 16(b) of the Exchange Act.  Stock or Awards granted hereunder shall be
subject to such other terms as shall be determined by the Committee.  In the case of any grant of Stock to an officer
of the Company or a Subsidiary in lieu of salary or other cash compensation,
the number of shares granted in place of such compensation shall be reasonable,
as determined by the Committee.


 


(g)                                 Dividend Equivalents.  The Committee is authorized to grant Dividend
Equivalents to a Participant, entitling the Participant to receive cash, Stock,
other Awards, or other property equal in value to dividends paid with respect
to a specified number of shares of Stock, or other periodic payments.  Dividend Equivalents may be awarded on a free-standing
basis or in connection with another Award. 
The Committee may provide that Dividend Equivalents shall be paid or
distributed when accrued or shall be deemed to have been reinvested in
additional Stock, Awards, or other investment vehicles, and subject to such
restrictions on transferability and risks of forfeiture, as the Committee may
specify.


 


(h)                                 Other Stock-Based Awards.  The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Stock, as deemed by the Committee to
be consistent with the purposes of this Plan, including without limitation
convertible or exchangeable debt securities, other rights convertible or
exchangeable into Stock, purchase rights for Stock, Awards with value and
payment contingent upon performance of the Company or any other factors
designated by the Committee, and Awards valued by reference to the book value
of Stock or the value of securities of or the performance of specified
subsidiaries.  The Committee shall
determine the terms and conditions of such Awards.  Stock delivered pursuant to an Award in the
nature of a purchase right granted under this Section 6(h) shall be
purchased for such consideration, paid for at such times, by such methods, and
in such forms, including, without limitation, cash, Stock, other Awards, or
other property, as the Committee shall determine.  Cash awards, as an element of or supplement
to any other Award under this Plan, may also be granted pursuant to this Section 6(h).


 


13





















 


7.                                      Certain Provisions Applicable
to Awards.


 


(a)                                  Stand-Alone, Additional,
Tandem, and Substitute Awards. 
Awards granted under this Plan may, in the discretion of the Committee,
be granted either alone or in addition to, in tandem with, or in substitution
or exchange for, any other Award or any award granted under another plan of the
Company, any Subsidiary, or any business entity to be acquired by the Company
or a Subsidiary, or any other right of a Participant to receive payment from
the Company or any Subsidiary.  Such
additional, tandem and substitute or exchange Awards may be granted at any time.  If an Award is granted in substitution or
exchange for another Award, the Committee shall require the surrender of such
other Award in consideration for the grant of the new Award.  In addition, Awards may be granted in lieu of
cash compensation, including in lieu of cash amounts payable under other plans
of the Company or any Subsidiary, in which the value of Stock subject to the
Award is equivalent in value to the cash compensation (for example, Phantom
Stock or Restricted Stock), or in which the exercise price, grant price or
purchase price of the Award in the nature of a right that may be exercised is
equal to the Fair Market Value of the underlying Stock minus the value of the
cash compensation surrendered (for example, Options granted with an exercise
price “discounted” by the amount of the cash compensation surrendered).


 


(b)                                 Term of Awards.  The term of each Award shall be for such
period as may be determined by the Committee; provided that in no event shall
the term of any Option or SAR exceed a period of ten years (or such shorter
term as may be required in respect of an ISO under section 422 of the
Code).


 


(c)                                  Form and Timing of
Payment under Awards; Deferrals. 
Subject to the terms of this Plan and any applicable Award agreement,
payments to be made by the Company or a Subsidiary upon the exercise of an
Option or other Award or settlement of an Award may be made in such forms as
the Committee shall determine, including without limitation cash, Stock, other
Awards or other property, and may be made in a single payment or transfer, in installments,
or on a deferred basis.  The settlement
of any Award may be accelerated, and cash paid in lieu of Stock in connection
with such settlement, in the discretion of the Committee or upon occurrence of
one or more specified events (in addition to a Change in Control).  Installment or deferred payments may be
required by the Committee (subject to Section 10(c) of this Plan,
including the consent provisions thereof in the case of any deferral of an
outstanding Award not provided for in the original Award agreement) or
permitted at the election of the Participant on terms and conditions
established by the Committee.  Payments
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 or other amounts in respect of installment or
deferred payments denominated in Stock. 
Any deferral shall only be allowed as is provided in a separate deferred
compensation plan adopted by the Company. 
This Plan shall not constitute an “employee benefit plan” for purposes
of section 3(3) of the Employee Retirement Income Security Act of
1974, as amended.


 


(d)                                 Exemptions from Section 16(b) Liability.  It is the intent of the Company that the
grant of any Awards to or other transaction by a Participant who is subject to section 16
of the Exchange Act shall be exempt from section 16 pursuant to an
applicable exemption (except for transactions acknowledged in writing to be
non-exempt by such Participant).


 


14





















 


Accordingly, if any provision
of this Plan or any Award agreement does not comply with the requirements of Rule 16b-3
as then applicable to any such transaction, such provision shall be construed
or deemed amended to the extent necessary to conform to the applicable
requirements of Rule 16b-3 so that such Participant shall avoid
liability under section 16(b).


 


(e)                                  Non-Competition Agreement.  Each Participant to whom an Award is granted
under this Plan may be required to agree in writing as a condition to the
granting of such Award not to engage in conduct in competition with the Company
or any of its subsidiaries for a period after the termination of such
Participant’s employment with the Company and its subsidiaries as determined by
the Committee.


 


8.                                      Performance and Annual
Incentive Awards.


 


(a)                                  Performance Conditions.  The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the
Committee.  The Committee may use such
business criteria and other measures of performance as it may deem appropriate
in establishing any performance conditions, and may exercise its discretion to
reduce or increase the amounts payable under any Award subject to performance
conditions, except as limited under Sections 8(b) and 8(c) hereof in
the case of a Performance Award or Annual Incentive Award intended to qualify
under section 162(m) of the Code.


 


(b)                                 Performance Awards Granted
to Designated Covered Employees. 
If the Committee determines that a Performance Award to be granted to an
Eligible Person who is designated by the Committee as likely to be a Covered
Employee should qualify as “performance-based compensation” for purposes of section 162(m)
of the Code, the grant, exercise and/or settlement of such Performance Award
may be contingent upon achievement of preestablished performance goals and
other terms set forth in this Section 8(b).


 


(i)                                     Performance
Goals Generally.  The performance
goals for such Performance Awards shall consist of one or more business
criteria or individual performance criteria and a targeted level or levels of
performance with respect to each of such criteria, as specified by the Committee
consistent with this Section 8(b). 
Performance goals shall be objective and shall otherwise meet the
requirements of section 162(m) of the Code and regulations thereunder
(including Treasury Regulation §1.162-27 and successor regulations
thereto), including the requirement that the level or levels of performance
targeted by the Committee result in the achievement of performance goals being “substantially
uncertain.”  The Committee may determine
that such Performance Awards shall be granted, exercised, and/or settled upon
achievement of any one performance goal or that two or more of the performance
goals must be achieved as a condition to grant, exercise and/or settlement of
such Performance Awards.  Performance goals
may differ for Performance Awards granted to any one Participant or to
different Participants.


 


(ii)                                  Business
and Individual Performance Criteria


 


(A)                              Business
Criteria.  One or more of the
following business criteria for the Company, on a consolidated basis, and/or
for specified subsidiaries or


 


15





















 


business or
geographical units of the Company (except with respect to the total stockholder
return and earnings per share criteria), shall be used by the Committee in
establishing performance goals for such Performance Awards:  (1) earnings per share; (2) increase
in revenues; (3) increase in cash flow; (4) increase in cash flow
return; (5) return on net assets, return on assets, return on investment,
return on capital, or return on equity; (6) economic value added; (7) operating
margin or contribution margin; (8) net income; pretax earnings; pretax
earnings before interest, depreciation and amortization; pretax operating
earnings after interest expense and before incentives, service fees, and
extraordinary or special items; or operating income; (9) total stockholder
return; (10) debt reduction; and (11) any of the above goals determined on
an absolute or relative basis or as compared to the performance of a published
or special index deemed applicable by the Committee including, but not limited
to, the Standard & Poor’s 500 Stock Index or a group of comparable
companies.  One or more of the foregoing
business criteria shall also be exclusively used in establishing performance
goals for Annual Incentive Awards granted to a Covered Employee under Section 8(c) hereof.


 


(B)                                Individual
Performance Criteria.  The grant,
exercise and/or settlement of Performance Awards may also be contingent upon
individual performance goals established by the Committee.  If required for compliance with section 162(m)
of the Code, such criteria shall be approved by the stockholders of the
Company.


 


(iii)                               Performance
Period; Timing for Establishing Performance Goals.  Achievement of performance goals in respect
of such Performance Awards shall be measured over a performance period of up to
ten years, as specified by the Committee. 
Performance goals shall be established not later than 90 days after the
beginning of any performance period applicable to such Performance Awards, or at
such other date as may be required or permitted for “performance-based
compensation” under section 162(m) of the Code.


 


(iv)                              Performance
Award Pool.  The Committee may
establish a Performance Award pool, which shall be an unfunded pool, for
purposes of measuring performance of the Company in connection with Performance
Awards.  The amount of such Performance
Award pool shall be based upon the achievement of a performance goal or goals
based on one or more of the criteria set forth in Section 8(b)(ii) hereof
during the given performance period, as specified by the Committee in
accordance with Section 8(b)(iii) hereof.  The Committee may specify the amount of the
Performance Award pool as a percentage of any of such criteria, a percentage
thereof in excess of a threshold amount, or as another amount which need not
bear a strictly mathematical relationship to such criteria.


 


(v)                                 Settlement
of Performance Awards; Other Terms. 
After the end of each performance period, the Committee shall determine
the amount, if any, of (A) the Performance Award pool, and the maximum
amount of potential Performance Award payable to each Participant in the
Performance Award pool, or (B) the amount of potential Performance Award
otherwise payable to each Participant. 
Settlement of such Performance Awards shall be in cash, Stock, other
Awards or other property, in the discretion of the Committee.  The Committee may, in its discretion, reduce
the amount of a settlement otherwise to be made in connection with such
Performance Awards, but may not exercise discretion to increase any such amount
payable to a Covered Employee in respect of a Performance Award subject to this


 


16





















 


Section 8(b).  The Committee shall specify the circumstances
in which such Performance Awards shall be paid or forfeited in the event of
termination of employment by the Participant prior to the end of a performance
period or settlement of Performance Awards.


 


(c)                                  Annual Incentive Awards
Granted to Designated Covered Employees.  If the Committee determines that an Annual
Incentive Award to be granted to an Eligible Person who is designated by the
Committee as likely to be a Covered Employee should qualify as “performance-based
compensation” for purposes of section 162(m) of the Code, the grant,
exercise and/or settlement of such Annual Incentive Award shall be contingent
upon achievement of preestablished performance goals and other terms set forth
in this Section 8(c).


 


(i)                                     Annual
Incentive Award Pool.  The Committee
may establish an Annual Incentive Award pool, which shall be an unfunded pool,
for purposes of measuring performance of the Company in connection with Annual
Incentive Awards.  The amount of such
Annual Incentive Award pool shall be based upon the achievement of a
performance goal or goals based on one or more of the business criteria set
forth in Section 8(b)(ii) hereof during the given performance period,
as specified by the Committee in accordance with Section 8(b)(iii) hereof.  The Committee may specify the amount of the
Annual Incentive Award pool as a percentage of any of such business criteria, a
percentage thereof in excess of a threshold amount, or as another amount which
need not bear a strictly mathematical relationship to such business criteria.


 


(ii)                                  Potential
Annual Incentive Awards.  Not later
than the end of the 90th day of each fiscal year, or at such other date as may
be required or permitted in the case of Awards intended to be “performance-based
compensation” under section 162(m) of the Code, the Committee shall
determine the Eligible Persons who will potentially receive Annual Incentive
Awards, and the amounts potentially payable thereunder, for that fiscal year,
either out of an Annual Incentive Award pool established by such date under Section 8(c)(i) hereof
or as individual Annual Incentive Awards. 
In the case of individual Annual Incentive Awards intended to qualify
under section 162(m) of the Code, the amount potentially payable shall be
based upon the achievement of a performance goal or goals based on one or more
of the business criteria set forth in Section 8(b)(ii) hereof
in the given performance year, as specified by the Committee; in other cases,
such amount shall be based on such criteria as shall be established by the
Committee.  In all cases, the maximum
Annual Incentive Award of any Participant shall be subject to the limitation
set forth in Section 5 hereof.


 


(iii)                               Payout
of Annual Incentive Awards.  After
the end of each fiscal year, the Committee shall determine the amount, if any,
of (A) the Annual Incentive Award pool, and the maximum amount of
potential Annual Incentive Award payable to each Participant in the Annual
Incentive Award pool, or (B) the amount of potential Annual Incentive
Award otherwise payable to each Participant. 
The Committee may, in its discretion, determine that the amount payable
to any Participant as a final Annual Incentive Award shall be increased or
reduced from the amount of his or her potential Annual Incentive Award,
including a determination to make no final Award whatsoever, but may not
exercise discretion to increase any such amount in the case of an Annual
Incentive Award intended to qualify under section 162(m) of the Code.  The Committee shall specify the circumstances
in which an Annual Incentive Award shall be paid or


 


17





















 


forfeited
in the event of termination of employment by the Participant prior to the end
of a fiscal year or settlement of such Annual Incentive Award.


 


(d)                                 Written Determinations.  All determinations by the Committee as to the
establishment of performance goals, the amount of any Performance Award pool or
potential individual Performance Awards and as to the achievement of
performance goals relating to Performance Awards under Section 8(b), and
the amount of any Annual Incentive Award pool or potential individual Annual
Incentive Awards and the amount of final Annual Incentive Awards under Section 8(c),
shall be made in writing in the case of any Award intended to qualify under section 162(m)
of the Code.  The Committee may not
delegate any responsibility relating to such Performance Awards or Annual
Incentive Awards.


 


(e)                                  Status of Section 8(b) and
Section 8(c) Awards under Section 162(m) of the Code.  It is the intent of the Company that
Performance Awards and Annual Incentive Awards under Sections 8(b) and 8(c) hereof
granted to persons who are designated by the Committee as likely to be Covered
Employees within the meaning of section 162(m) of the Code and regulations
thereunder (including Treasury Regulation §1.162-27 and successor
regulations thereto) shall, if so designated by the Committee, constitute “performance-based
compensation” within the meaning of section 162(m) of the Code and
regulations thereunder.  Accordingly, the
terms of Sections 8(b), (c), (d) and (e), including the definitions of
Covered Employee and other terms used therein, shall be interpreted in a manner
consistent with section 162(m) of the Code and regulations
thereunder.  The foregoing notwithstanding,
because the Committee cannot determine with certainty whether a given
Participant will be a Covered Employee with respect to a fiscal year that has
not yet been completed, the term Covered Employee as used herein shall mean
only a person designated by the Committee, at the time of grant of Performance
Awards or an Annual Incentive Award, who is likely to be a Covered Employee
with respect to that fiscal year.  If any
provision of this Plan as in effect on the date of adoption or any agreements
relating to Performance Awards or Annual Incentive Awards that are designated
as intended to comply with section 162(m) of the Code does not comply or
is inconsistent with the requirements of section 162(m) of the Code or
regulations thereunder, such provision shall be construed or deemed amended to
the extent necessary to conform to such requirements.


 


9.                                      Recapitalization or
Reorganization.


 


(a)                                  Existence of Plans and Awards.  The existence of this Plan and the Awards
granted hereunder shall not affect in any way the right or power of the Board
or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital
structure or its business, any merger or consolidation of the Company, any issue
of debt or equity securities ahead of or affecting Stock or the rights thereof,
the dissolution or liquidation of the Company or any sale, lease, exchange or
other disposition of all or any part of its assets or business or any other
corporate act or proceeding.


 


(b)                                 Subdivision or Consolidation
of Shares.  The terms of an Award
and the number of shares of Stock authorized pursuant to Section 4 for
issuance under the Plan shall be subject to adjustment from time to time, in
accordance with the following provisions:


 


18





















 


(i)                                     If
at any time, or from time to time, the Company shall subdivide as a whole (by
reclassification, by a Stock split, by the issuance of a distribution on Stock
payable in Stock, or otherwise) the number of shares of Stock then outstanding
into a greater number of shares of Stock, then (A) the maximum number of
shares of Stock available for the Plan as provided in Section 4 shall be
increased proportionately, and the kind of shares or other securities available
for the Plan shall be appropriately adjusted, (B) the number of shares of
Stock (or other kind of shares or securities) that may be acquired under any
Award shall be increased proportionately, and (C) the price (including the
exercise price) for each share of Stock (or other kind of shares or securities)
subject to then outstanding Awards shall be reduced proportionately, without
changing the aggregate purchase price or value as to which outstanding Awards
remain exercisable or subject to restrictions.


 


(ii)                                  If
at any time, or from time to time, the Company shall consolidate as a whole (by
reclassification, reverse Stock split, or otherwise) the number of shares of
Stock then outstanding into a lesser number of shares of Stock, (A) the
maximum number of shares of Stock available for the Plan as provided in Section 4
shall be decreased proportionately, and the kind of shares or other securities
available for the Plan shall be appropriately adjusted, (B) the number of
shares of Stock (or other kind of shares or securities) that may be acquired
under any Award shall be decreased proportionately, and (C) the price
(including the exercise price) for each share of Stock (or other kind of shares
or securities) subject to then outstanding Awards shall be increased
proportionately, without changing the aggregate purchase price or value as to
which outstanding Awards remain exercisable or subject to restrictions.


 


(iii)                               Whenever
the number of shares of Stock subject to outstanding Awards and the price for
each share of Stock subject to outstanding Awards are required to be adjusted
as provided in this Section 9(b), the Committee shall promptly prepare a
notice setting forth, in reasonable detail, the event requiring adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the change in price and the number of shares of Stock, other securities,
cash, or property purchasable subject to each Award after giving effect to the
adjustments.  The Committee shall promptly
give each Participant such a notice.


 


(iv)                              Adjustments
under Subsections 9(b)(i) and (ii) shall be
made by the Committee, and its determination as to what adjustments shall be
made and the extent thereof shall be final, binding, and conclusive.  No fractional interest shall be issued under
the Plan on account of any such adjustments.


 


(c)                                  Corporate Restructuring.  If the Company recapitalizes, reclassifies
its capital stock, or otherwise changes its capital structure (a “recapitalization”),
the number and class of shares of Stock covered by an Option theretofore
granted shall be adjusted so that such Option shall thereafter cover the number
and class of shares of stock and securities to which the holder would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to
the recapitalization, the holder had been the holder of record of the number of
shares of Stock then covered by such Option and the share limitations provided
in Sections 4 and 5 shall be adjusted in a manner consistent with the
recapitalization.  Upon a Change in
Control the Committee, acting in its sole discretion without the consent or
approval of any holder, shall effect one or more of the following alternatives,
which may vary among individual holders and


 


19





















 


which may vary among Options
held by any individual holder: (1) accelerate the time at which Options
then outstanding may be exercised so that such Options may be exercised in full
for a limited period of time on or before a specified date (before or after
such Change in Control) fixed by the Committee, after which specified date all
unexercised Options and all rights of holders thereunder shall terminate, (2) require
the mandatory surrender to the Company by selected holders of some or all of
the outstanding Options held by such holders (irrespective of whether such
Options are then exercisable under the provisions of this Plan) as of a date,
before or after such Change in Control, specified by the Committee, in which
event the Committee shall thereupon cancel such Options and pay to each holder
an amount of cash per share equal to the excess, if any, of the amount
calculated in Section 9(d) (the “Change in Control Price”) of the
shares subject to such Option over the exercise price(s) under such Options for
such shares, or (3) make such adjustments to Options then outstanding as
the Committee deems appropriate to reflect such Change in Control; provided,
however, that the Committee may determine in its sole discretion that no
adjustment is necessary to Options then outstanding; provided, further, that
the right to make such adjustments shall include, but not be limited to, the
modification of an Option such that the holder of the Option shall be entitled
to purchase or receive (in lieu of the total shares that the holder would
otherwise be entitled to purchase or receive under the Option (the “Total
Shares”)), the number of shares of stock, other securities, cash or property to
which the Total Shares would have been entitled to in connection with the
Change in Control, at an aggregate exercise price equal to the exercise price
that would have been payable if the Total Shares had been purchased upon the
exercise of the Option immediately before the consummation of the Change in
Control.


 


(d)                                 Change in Control Price.  The “Change in Control Price” shall equal the
amount determined in clause (i), (ii), (iii), (iv) or (v), whichever is
applicable, as follows:  (i) the per
share price offered to holders of the same class of Stock of the Company in any
such merger or consolidation, (ii) the per share value of the Stock
immediately before the Change in Control without regard to assets sold in the
Change in Control and assuming the Company has received the consideration paid
for the assets in the case of a sale of the assets, (iii) the amount
distributed per share of Stock in a dissolution transaction, (iv) the
price per share offered to holders of the same class of Stock of the Company in
any tender offer or exchange offer whereby a Change in Control takes place, or (v) if
such Change in Control occurs other than pursuant to a tender or exchange
offer, the fair market value per share of the shares into which such Options
being surrendered are exercisable, as determined by the Committee as of the
date determined by the Committee to be the date of cancellation and surrender
of such Options.  In the event that the
consideration offered to stockholders of the Company in any transaction described
in this Section 9(d) or Section 9(c) above consists of
anything other than cash, the Committee shall determine the fair cash
equivalent of the portion of the consideration offered which is other than
cash.


 


(e)                                  Non-Option Awards.  In the event of changes in the outstanding
Stock by reason of recapitalization, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in capitalization occurring
after the date of the grant of any Award and not otherwise provided for by this
Section 9, any outstanding Awards and any agreements evidencing such
Awards shall be subject to adjustment by the Committee at its discretion as to
the number and price of shares of Stock or other consideration subject to such
Awards.  In the event of any such change
in the outstanding Stock, the aggregate number of shares available


 


20





















 


under
this Plan may be appropriately adjusted by the Committee, whose determination
shall be conclusive.


 


(f)                                    Additional Issuances.  Except as hereinbefore expressly provided,
the issuance by the Company of shares of stock of any class or securities
convertible into shares of stock of any class, for cash, property, labor or
services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, and in any case whether or
not for fair value, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of shares of Stock subject to Awards
theretofore granted or the purchase price per share, if applicable.


 


(g)                                 Restricted Stock Awards.  Plan provisions to the contrary
notwithstanding, with respect to any Restricted Stock Awards outstanding at the
time a Change in Control as described in Section 2(g) occurs, the
Committee may, in its discretion and as of a date determined by the Committee,
fully vest any or all Stock awarded to the holder pursuant to such Restricted
Stock Award and then outstanding and, upon such vesting, all restrictions
applicable to such Restricted Stock Award shall terminate as of such date.  Any action by the Committee pursuant to this Section 9(g) may
vary among individual holders and may vary among the Restricted Stock Awards
held by any individual holder.


 


10.                               General Provisions.


 


(a)                                  Transferability.


 


(i)                                     Permitted
Transferees.  The Committee may, in
its discretion, permit a Participant to transfer all or any portion of an
Option, Stock Appreciation Right, Phantom Stock Award or Restricted Stock Award
(if such Restricted Stock Award does not require the transfer of consideration
by the Participant or the holder other than usual and customary service) after
the Company’s initial registration of the Stock under section 12(b) or
12(g) of the Exchange Act, or authorize all or a portion of such Awards to
be granted to an Eligible Person to be on terms which permit transfer by such
Participant; provided that, in either case the transferee or transferees must
be any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, in each case with respect to the Participant, any
person sharing the Participant’s household (other than a tenant or employee of
the Company), a trust in which these persons have more than fifty percent of
the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty percent of the voting
interests (collectively, “Permitted Transferees”); provided further that, (X)
there may be no consideration for any such transfer and (Y) subsequent
transfers of Awards transferred as provided above shall be prohibited except
subsequent transfers back to the original holder of the Award and transfers to
other Permitted Transferees of the original holder.  Agreements evidencing Awards with respect to
which such transferability is authorized at the time of grant must be approved
by the Committee, and must expressly provide for transferability in a manner
consistent with this Subsection 10(a)(i).


 


21





















 


(ii)                                  Qualified
Domestic Relations Orders.  An
Option, Stock Appreciation Right, Phantom Stock Award or Restricted Stock Award
(if such Restricted Stock Award does not require the transfer of consideration
by the Participant or the holder other than usual and customary service) after
the Company’s initial registration of the Stock under section 12(b) or
12(g) of the Exchange Act, may be transferred, to a Permitted Transferee,
pursuant to a domestic relations order entered or approved by a court of
competent jurisdiction upon delivery to the Company of written notice of such
transfer and a certified copy of such order.


 


(iii)                               Other
Transfers.  Except as expressly
permitted by Subsections 10(a)(i) and 10(a)(ii), Awards shall not be
transferable other than by will or the laws of descent and distribution except
that in the Committee’s discretion a Stock Appreciation Right, Phantom Stock
Award (if such Stock Appreciation Right or Phantom Stock Award is not
exercisable for Stock and not subject to the Participant’s or holder’s
discretion as to the timing or method of payment) or Restricted Stock Award (if
such Restricted Stock Award does not require the transfer of consideration by
the Participant or the holder other than usual and customary service) may be
transferable, however, not for consideration. 
Notwithstanding anything to the contrary in this Section 10, an
Incentive Stock Option shall not be transferable other than by will or the laws
of descent and distribution.


 


(iv)                              Effect
of Transfer.  Following the transfer
of any Award as contemplated by Subsections 10(a)(i), 10(a)(ii) and
10(a)(iii), (A) such Award shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, provided that
the term “Participant” shall be deemed to refer to the Permitted Transferee,
the recipient under a qualified domestic relations order, the estate or heirs
of a deceased Participant, or other transferee, as applicable, to the extent
appropriate to enable the Participant to exercise the transferred Award in
accordance with the terms of this Plan and applicable law and (B) the
provisions of the Award relating to exercisability hereof shall continue to be
applied with respect to the original Participant and, following the occurrence
of any such events described therein the Awards shall be exercisable by the
Permitted Transferee, the recipient under a qualified domestic relations order,
the estate or heirs of a deceased Participant, or other transferee, as
applicable, only to the extent and for the periods that would have been
applicable in the absence of the transfer.


 


(v)                                 Procedures
and Restrictions.  Any Participant
desiring to transfer an Award as permitted under Subsections 10(a)(i), 10(a)(ii) or 10(a)(iii) shall make application
therefor in the manner and time specified by the Committee and shall comply
with such other requirements as the Committee may require to assure compliance
with all applicable securities laws.  The
Committee shall not give permission for such a transfer if (A) it would
give rise to short-swing liability under section 16(b) of the
Exchange Act or (B) it may not be made in compliance with all applicable
federal, state and foreign securities laws.


 


(vi)                              Registration.  To the extent the issuance to any Permitted
Transferee of any shares of Stock issuable pursuant to Awards transferred as
permitted in this Section 10(a) is not registered pursuant to the
effective registration statement of the Company generally covering the shares
to be issued pursuant to this Plan to initial holders of Awards, the Company
shall not have any obligation to register the issuance of any such shares of
Stock to any such transferee.


 


22





















 


(b)                                 Taxes. 
The Company and any Subsidiary is authorized to withhold from any Award
granted, or any payment relating to an Award under this Plan, including from a
distribution of Stock, amounts of withholding and other taxes due or
potentially payable in connection with any transaction involving an Award, and
to take such other action as the Committee may deem advisable to enable the
Company and Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award.  This authority shall include authority to
withhold or receive Stock or other property and to make cash payments in
respect thereof in satisfaction of a Participant’s tax obligations, either on a
mandatory or elective basis in the discretion of the Committee.


 


(c)                                  Changes to this Plan and Awards.  The Board may amend, alter, suspend,
discontinue or terminate this Plan or the Committee’s authority to grant Awards
under this Plan without the consent of stockholders or Participants, except
that any amendment or alteration to this Plan, including any increase in any
share limitation, shall be subject to the approval of the Company’s
stockholders not later than the annual meeting next following such Board action
if such stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated quotation
system on which the Stock may then be listed or quoted, and the Board may
otherwise, in its discretion, determine to submit other such changes to this
Plan to stockholders for approval; provided that, without the consent of an
affected Participant, no such Board action may materially and adversely affect
the rights of such Participant under any previously granted and outstanding
Award.  The Committee may waive any conditions
or rights under, or amend, alter, suspend, discontinue or terminate any Award
theretofore granted and any Award agreement relating thereto, except as
otherwise provided in this Plan; provided that, without the consent of an
affected Participant, no such Committee action may materially and adversely
affect the rights of such Participant under such Award.


 


(d)                                 Limitation on Rights
Conferred under Plan.  Neither
this Plan nor any action taken hereunder shall be construed as (i) giving
any Eligible Person or Participant the right to continue as an Eligible Person
or Participant or in the employ or service of the Company or a Subsidiary, (ii) interfering
in any way with the right of the Company or a Subsidiary to terminate any
Eligible Person’s or Participant’s employment or service at any time, (iii) giving
an Eligible Person or Participant any claim to be granted any Award under this
Plan or to be treated uniformly with other Participants and employees, or (iv) conferring
on a Participant any of the rights of a stockholder of the Company unless and
until the Participant is duly issued or transferred shares of Stock in
accordance with the terms of an Award.


 


(e)                                  Unfunded Status of Awards.  This Plan is intended to constitute an “unfunded”
plan for certain incentive awards.


 


(f)                                    Nonexclusivity of this Plan.  Neither the adoption of this Plan by the Board
nor its submission to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board or a committee
thereof to adopt such other incentive arrangements as it may deem desirable,
including incentive arrangements and awards which do not qualify under section 162(m)
of the Code.  Nothing contained in this
Plan shall be construed to prevent the Company or any Subsidiary from taking
any corporate action which is deemed by the Company or such Subsidiary to be
appropriate or in its 
best interest, whether or not such action would have an adverse
effect on this Plan or any Award made under this Plan.


 


23





















 


No employee, beneficiary or
other person shall have any claim against the Company or any Subsidiary as a
result of any such action.


 


(g)                                 Payments in the Event of
Forfeitures; Fractional Shares. 
Unless otherwise determined by the Committee, in the event of a
forfeiture of an Award with respect to which a Participant paid cash or other
consideration to the Company in exchange for such Award, the Participant shall
be repaid the amount of such cash or other consideration.  No fractional shares of Stock shall be issued
or delivered pursuant to this Plan or any Award.  The Committee shall determine whether cash,
other Awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.


 


(h)                                 Severability.  If any provision of this Plan is held to
be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions hereof, but such provision shall be fully
severable and the Plan shall be construed and enforced as if the illegal or
invalid provision had never been included herein.  If any of the terms or provisions of this
Plan or any Award agreement conflict with the requirements of Rule 16b-3
(as those terms or provisions are applied to Eligible Persons who are subject
to section 16(b) of the Exchange Act) or section 422 of the Code
(with respect to Incentive Stock Options), then those conflicting terms or
provisions shall be deemed inoperative to the extent they so conflict with the
requirements of Rule 16b-3 (unless the Board or the Committee, as
appropriate, has expressly determined that the Plan or such Award should not
comply with Rule 16b-3) or section 422 of the Code.  With respect to Incentive Stock Options, if
this Plan does not contain any provision required to be included herein under section 422
of the Code, that provision shall be deemed to be incorporated herein with the
same force and effect as if that provision had been set out at length herein;
provided, further, that, to the extent any Option that is intended to qualify
as an Incentive Stock Option cannot so qualify, that Option (to that extent)
shall be deemed an Option not subject to section 422 of the Code for all
purposes of the Plan.


 


(i)                                     Governing Law.  All questions arising with respect to the
provisions of the Plan and Awards shall be determined by application of the
laws of the State of Delaware, without giving effect to any conflict of law
provisions thereof, except to the extent Delaware law is preempted by federal
law.  The obligation of the Company to
sell and deliver Stock hereunder is subject to applicable federal and state
laws and to the approval of any governmental authority required in connection
with the authorization, issuance, sale, or delivery of such Stock.


 


(j)                                     Conditions to Delivery of Stock.  Nothing herein or in any Award granted
hereunder or any Award agreement shall require the Company to issue any shares
with respect to any Award if that issuance would, in the opinion of counsel for
the Company, constitute a violation of the Securities Act or any similar or
superseding statute or statutes, any other applicable statute or regulation, or
the rules of any applicable securities exchange or securities association,
as then in effect.  At the time of any
exercise of an Option or Stock Appreciation Right, or at the time of any grant
of a Restricted Stock Award, the Company may, as a condition precedent to the
exercise of such Option or Stock Appreciation Right or vesting of any Restricted
Stock Award, require from the Participant (or in the event of his death, his
legal representatives, heirs, legatees, or distributees) such written
representations, if any, concerning the holder’s intentions with regard to the
retention or disposition of the shares of Stock being acquired


 


24





















 


pursuant to the Award and such
written covenants and agreements, if any, as to the manner of disposal of such
shares as, in the opinion of counsel to the Company, may be necessary to ensure
that any disposition by that holder (or in the event of the holder’s death, his
legal representatives, heirs, legatees, or distributees) will not involve a
violation of the Securities Act or any similar or superseding statute or
statutes, any other applicable state or federal statute or regulation, or any rule of
any applicable securities exchange or securities association, as then in
effect.  No Option or Stock Appreciation
Right shall be exercisable and no restriction on any Restricted Stock Award
shall lapse with respect to a Participant unless and until the holder thereof
shall have paid cash or property to, or performed services for, the Company or
any of its Subsidiaries that the Committee believes is equal to or greater in value
than the par value of the Stock subject to such Award.


 


25