exv10w1






Exhibit
10.1





GARDNER DENVER, INC.

LONG-TERM INCENTIVE PLAN

As Amended and Restated




1. Purpose




     The purpose of the Gardner Denver, Inc. Long-Term Incentive Plan (the “Plan”) is to promote
the long-term financial interests of Gardner Denver, Inc. (the “Company”), including its growth and
performance, by encouraging employees of the Company and its subsidiaries to acquire an ownership
position in the Company, enhancing the ability of the Company to attract and retain employees of
outstanding ability, and providing employees with an interest in the Company parallel to that of
the Company’s stockholders.



2. Definitions




     2.1 “Administrative Policies” means the administrative policies and procedures adopted and
amended from time to time by the Committee to administer the Plan.



     2.2 “Award” means any form of stock option, stock appreciation right, restricted stock award,
restricted stock units performance share or long-term cash bonus granted under the Plan, whether
singly, in combination, or in tandem, to a Participant by the Committee pursuant to such terms,
conditions, restrictions and limitations, if any, as the Committee may establish by the Award
Agreement or otherwise.



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



     2.4 “Base Salary” means the base salary paid by the Company to the Participant, exclusive of
any bonuses, commissions or other actual or imputed income from any Company-provided benefits or
perquisites, but prior to any reductions for salary deferred pursuant to any deferred compensation
plan or for contributions to a plan qualifying under Section 401(k) of the Code or contributions
pursuant to a cafeteria plan under Section 125 of the Code.



     2.5 “Base Salary Factor” means a multiplier expressed as a percentage of the Executive
Officer’s Base Salary, as determined by the Committee pursuant to Section 13.3 of the Plan for
purposes of calculating an Executive Officer’s Long-Term Cash Bonus.



     2.6 “Board” shall mean the Board of Directors of the Company.



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     2.7 “Business Criteria” means any one, or a combination, of the following: (i) revenues of
the Company; (ii) operating income of the Company; (iii) net income of the Company; (iv) earnings
per share of the Company’s Common Stock; (v) earnings before taxes of the Company; (vi) the
Company’s return on equity; (vii) cash flow of the Company; or (viii) Company stockholder total
return.



     2.8 “Change in Control” means the occurrence of any one of the following events:



     (i) any “person” (as defined in Sections 13(d) and 14(d) of U.S. Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company or any subsidiary
of the Company, or any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the Company,
acquires “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of
securities representing 20% of the combined voting power of the then-outstanding securities
of the Company entitled to vote in the election of directors (the “Voting Securities”); or


     (ii) during any period of not more than two consecutive years, individuals who, at the
beginning of such period, constitute the Board and any new directors (other than any
director designated by a person who has entered into an agreement with the Company to effect
a transaction described in subsections 2.8(i), 2.8(iii), or 2.8(iv) of this Plan) whose
election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority of the Board;
or



     (iii) the stockholders of the Company approve and the Company consummates a merger

other than (A) a merger that would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in

combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company and
any Subsidiary, at least 50% of the combined voting power of all classes of stock of the Company or such surviving entity outstanding

immediately after such merger or (B) a merger effected to
implement a recapitalization of the Company (or similar transaction)
in which no person acquires more than 50% of the combined voting power of the Voting Securities; or




     (iv) the stockholders of the Company approve and the Company consummates a plan of
complete liquidation or dissolution of the Company, or a sale of all or substantially all of
the assets of the Company.



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     A Change in Control has not occurred solely because any person acquired beneficial
ownership of 20% or more of the outstanding Voting Securities as a result of the Company’s
acquisition of Voting Securities which reduced the number of Voting Securities outstanding
and increased the person’s number of shares proportionately owned.



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



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



     2.11 “Committee” means the Management Development and Compensation Committee of the Board, or
such other committee designated by the Board to administer the Plan, provided that the Committee
shall be constituted so as to satisfy any applicable legal requirements, including the requirements
of Rule 16b-3 promulgated under the Exchange Act and Section 162(m) of the Code, or any respective
successor rule or statute.



     2.12 “Common Stock” means the Common Stock, par value $0.01 per share, of the Company.



     2.13 “Disability” shall mean the “disability” of a person as defined in a then effective
long-term disability plan maintained by the Company that covers such person, or if such a plan does
not exist at any relevant time, “Disability” means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of the Code provides that an
individual is totally and permanently disabled if he is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a continuous period
of not less than twelve (12) months.



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



     2.15 “Executive Officer” means the Chairman, Chief Executive Officer, President, any
Executive Vice President, any Senior Vice President, any senior officer reporting directly to the
Chief Executive Officer and any other Vice President or senior executive or officer designated by
the Chief Executive Officer.



     2.16 “Fair Market Value” means the market close price of a share of Common Stock as reported
on the composite tape for securities listed on the Stock Exchange for the applicable date, provided
that if no sales of Common Stock were made on the Stock Exchange on that date, the market close
price as reported on the composite tape for the preceding day on which sales of Common Stock were
made.



     2.17 “Long-Term Cash Bonus” means a payment in cash of an Executive Officer’s Payment
Opportunity.



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     2.18 “Payment Opportunity” means the amount determined pursuant to any bonus formula
established by the Committee for an Executive Officer for a given Performance Period pursuant to
Section 13.3 of the Plan, taking into account the actual achievement of the relevant Performance
Targets and the Executive Officer’s Base Salary Factor.



     2.19 “Performance Period” means a stated period over which the Company’s performance is
measured for purposes of Awards under the Plan. The duration of Performance Periods may vary with
respect to different types of Awards under the Plan, as determined by the Committee.



     2.20 “Performance Shares” means Awards in the form of shares of Common Stock that may be
earned pursuant to the terms set forth in Section 11 of the Plan.



     2.21 “Performance Targets” means the predetermined goal or goals established by the
Committee in writing (which may be cumulative or alternative) based upon one, or any combination,
of the Business Criteria.



     2.22 “Participant” means an officer or employee of the Company or its subsidiaries who is
selected by the Committee to participate in the Plan, and nonemployee directors of the Company to
the extent provided in Section 12 hereof.



     2.23 “Stock Exchange” means the composite tape of the New York Stock Exchange (“NYSE”) or, if
the Common Stock is no longer included on the NYSE, then such other market price reporting system
on which the Common Stock is traded or quoted designated by the Committee after it determines that
such other exchange is both reliable and reasonably accessible.



3. Administration




     3.1 The Plan shall be administered by the Committee. A majority of the Committee shall
constitute a quorum, and the acts of a majority of a quorum shall be the acts of the Committee.



     3.2 Subject to the provisions of the Plan, the Committee (i) shall select the Participants,
determine the type of Awards to be made to Participants, determine the shares or share units
subject to Awards, and (ii) shall have the authority to interpret the Plan, to establish, amend,
and rescind any Administrative Policies, to determine the terms and provisions of any agreements
entered into hereunder, and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem
desirable to carry it into effect. The determinations of the Committee in the administration of the
Plan, as described herein, shall be final and conclusive, provided, however, that no action shall
be taken which will prevent the options granted under Section 12 or any Award granted under the
Plan from meeting the requirements for exemption from Section 16(b) of the Exchange Act, or
subsequent comparable statute, as set forth in Rule 16b-3 of the



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Exchange Act or any subsequent comparable rule; and, provided further, that no action shall be
taken which will prevent Awards that are intended to constitute “qualified performance-based
compensation,” within the meaning of Section 162(m) of the Code, from doing so.



     3.3 Notwithstanding the powers and authorities of the Committee under the Plan, the Committee
shall not permit the repricing of stock options by any method, including by cancellation and
reissuance.



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



4. Eligibility




     All employees of the Company and its subsidiaries who have demonstrated significant management
potential or who have the capacity for contributing in a substantial measure to the successful
performance of the Company, as determined by the Committee, are eligible to be Participants in the
Plan. Participants may receive one or more Awards under the Plan. Directors of the Corporation
other than directors who are employees of the Corporation shall be eligible only to receive stock
options, stock appreciation rights, restricted stock and restricted stock units pursuant to Section
12 hereof.



5. Shares Subject to the Plan




     5.1 The aggregate number of shares of Common Stock available for grant of Awards under the
Plan shall be that number of shares remaining available for grant under the Plan on the close of
business on the date immediately prior to the 2007 Annual Meeting of Stockholders plus 1,500,000,
subject to the adjustments provided for in Section 17 hereof. Shares of Common Stock available for
issuance under the Plan may be authorized and unissued shares or treasury shares, as the Company
may from time to time determine.



     5.2 Subject to adjustment as set forth in Section 17 hereof, the maximum aggregate number of
shares of Common Stock that may be granted under the Plan in the form of restricted stock grants
shall not exceed 50% of the aggregate shares of Common Stock available under the Plan.



     5.3 Shares of Common Stock subject to an Award that expires unexercised or that is forfeited,
terminated or canceled, in whole or in part, or is paid in cash in lieu of Common Stock, shall
thereafter again be available for grant under the Plan, except that any such shares attributable to
a Restricted Stock Award (as defined in Section 9) shall be counted against the restricted stock
limit set forth in Section 5.2 hereof.



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6. Awards




     Awards under the Plan may consist of: stock options (either incentive stock options within the
meaning of Section 422 of the Code or nonstatutory stock options), stock appreciation rights,
restricted stock grants, restricted stock units, performance shares and long-term cash bonuses;
provided that no Participant may be granted Awards during any calendar year with respect thereto in
excess of 360,000 shares of Common Stock, subject to the provisions of Section 17. Awards of
performance shares, restricted stock and restricted stock units may provide the Participant with
dividends or dividend equivalents and voting rights prior to vesting (whether based on a period of
time or based on attainment of specified performance conditions). The terms, conditions and
restrictions of each Award shall be set forth in an Award Agreement.



7. Stock Options




     7.1 Grants. Awards may be granted in the form of stock options. Stock options may be
incentive stock options within the meaning of Section 422 of the Code or nonstatutory stock options
(i.e., stock options which are not incentive stock options), or a combination of both, or any
particular type of tax advantage option authorized by the Code from time to time. Awards of stock
options made to Participants subject to Section 162(m) of the Code are intended to qualify as
“qualified performance-based compensation” under Section 162(m) and the provisions of such Awards
shall be interpreted in a manner consistent with that intent, to the extent appropriate.



     7.2 Terms and Conditions of Options. An option shall be exercisable in whole or in such
installments and at such times and upon such terms as may be determined by the Committee; provided,
however, that no stock option shall be exercisable more than ten years after the date of grant
thereof. The option exercise price shall be established by the Committee, but such price shall not
be less than the Fair Market Value on the date of the stock option’s grant, subject to adjustment
as provided in Section 17 hereof.



     7.3 Restrictions Relating to Incentive Stock Options. Stock options issued in the form of
incentive stock options shall, in addition to being subject to all applicable terms, conditions,
restrictions and limitations established by the Committee, comply with Section 422 of the Code.
Incentive stock options shall be granted only to full time employees of the Company and its
subsidiaries within the meaning of Section 424 of the Code. The aggregate Fair Market Value
(determined as of the date the option is granted) of shares with respect to which incentive stock
options are exercisable for the first time by an individual during any calendar year (under this
Plan or any other plan of the Company which provides for the granting of incentive stock options)
may not exceed $100,000 or such other number as may be applicable under the Code from time to time.



     7.4 Payment. Upon exercise, a Participant may pay the option exercise price of a stock option
in cash, shares of Common Stock, stock appreciation rights or a combination of the foregoing, or
such other consideration as the Committee may deem appropriate. The Committee shall establish
appropriate methods for accepting Common Stock and may impose such



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conditions as it deems appropriate on the use of such Common Stock to exercise a stock option.



     7.5 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or
Administrative Policies (or amendments thereto), establish such other terms, conditions or
restrictions, if any, on any stock option award, provided they are consistent with the Plan. The
Committee may condition the vesting of stock options on the achievement of financial performance
criteria established by the Committee at the time of grant.



8. Stock Appreciation Rights




     8.1 Grants. Awards may be granted in the form of stock appreciation rights (“SARs”). Awards
of SARs made to Participants subject to 162(m) of the Code are intended to qualify as “qualified
performance-based compensation” under Section 162(m) and the provisions of such Awards shall be
interpreted in a manner consistent with that intent, to the extent appropriate. SARs shall entitle
the recipient to receive a payment equal to the appreciation in market value of a stated number of
shares of Common Stock from the price stated in the Award Agreement to the Fair Market Value on the
date of exercise or surrender. An SAR may be granted in tandem with all or a portion of a related
stock option under the Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”);
provided, however, that Freestanding SARs shall be granted only to Participants who are foreign
nationals or are employed outside of the United States, or both, and as to whom the Committee
determines the interests of the Company could not as conveniently be served by the grant of other
forms of Awards under the Plan. A Tandem SAR may be granted either at the time of the grant of the
related stock option or at any time thereafter during the term of the stock option. In the case of
SARs granted in tandem with stock options granted prior to the grant of such SARs, the appreciation
in value shall be appreciation from the option exercise price of such related stock option to the
Fair Market Value on the date of exercise.



     8.2 Terms and Conditions of Tandem SARs. A Tandem SAR shall be exercisable to the extent, and
only to the extent, that the related stock option is exercisable. Upon exercise of a Tandem SAR as
to some or all of the shares covered in an Award, the related stock option shall be canceled
automatically to the extent of the number of SARs exercised, and such shares shall not thereafter
be eligible for grant under Section 5 hereof.



     8.3 Terms and Conditions of Freestanding SARs. Freestanding SARs shall be exercisable in
whole or in such installments and at such times as may be determined by the Committee. The base
price of a Freestanding SAR shall be determined by the Committee; provided, however, that such
price shall not be less than the Fair Market Value on the date of the award of the Freestanding
SAR.



     8.4 Deemed Exercise. The Committee may provide that an SAR shall be deemed to be exercised at
the close of business on the scheduled expiration date of such SAR, if at such time the SAR by its
terms is otherwise exercisable and, if so exercised, would result in a payment to the Participant.



     8.5 Additional Terms and Conditions. The Committee may, by way of the Award



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Agreement or Administrative Policies, determine such other terms, conditions and restrictions,
if any, on any SAR Award, provided they are consistent with the Plan.



9. Restricted Stock Awards




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



     9.2 Award Restrictions. Restricted Stock Awards shall be subject to such terms, conditions or
restrictions as the Committee deems appropriate including, but not limited to, restrictions on
transferability, requirements of continued employment, achievement of individual performance goals
or Performance Targets. The period of vesting and the forfeiture restrictions shall be established
by the Committee at the time of grant, except that each restriction period shall not be less than
12 months. To the extent Restricted Awards are subject to Performance Targets, it is intended that
all such Restricted Stock Awards granted to Participants subject to Section 162(m) of the Code will
qualify as “qualified performance-based compensation” under Section 162(m) and such Awards shall be
interpreted in a manner consistent with that intent, to the extent appropriate.



     9.3 Rights as Shareholders. During the period in which any restricted shares of Common Stock
are subject to forfeiture restrictions imposed under the preceding paragraph, the Committee may, in
its discretion, grant to the Participant to whom such restricted shares have been awarded, all or
any of the rights of a shareholder with respect to such shares, including, but not limited to, the
right to vote such shares and to receive dividends.



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



     10. Restricted Stock Units



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



     10.2 Award Restrictions. Restricted Stock Units shall be subject to such terms, conditions or
restrictions as the Committee deems appropriate including, but not limited to, restrictions on
transferability, requirements of continued employment, achievement of individual performance goals
or Performance Targets. The period of vesting and the forfeiture restrictions shall be established
by the Committee at the time of grant, except that each restriction period shall not be less than
12 months. To the extent Restricted Units are subject to Performance Targets, it is intended that
all such Restricted Stock Units granted to Participants subject to Section 162(m) of the Code will
qualify as “qualified performance-based compensation” under Section 162(m) and such Awards shall be
interpreted in a manner consistent with that intent, to the extent appropriate.



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     10.3 Rights as Shareholders. During the period in which any Restricted Stock Units are
subject to forfeiture restrictions imposed under the preceding paragraph, the Participant to whom
such Restricted Stock Units have been awarded, will have no rights of ownership in the Restricted
Stock Units or the right to vote them, but the Committee may, at or after the Grant Date authorize
the payment of dividend equivalents on such Restricted Stock Units on either a current, deferred or
contingent basis, either in cash or additional Common Stock.



     10.4 Evidence of Award. Restricted Stock Units granted under the Plan may be evidenced in
such manner as the Committee deems appropriate.



11. Performance Shares




     11.1 Grants. Awards may be granted in the form of shares of Common Stock that are earned only
after the attainment of predetermined performance targets during a performance period as
established by the Committee (“Performance Shares”).



     11.2 Performance Criteria. The Committee may grant an Award of Performance Shares to
Participants as of the first day of each Performance Period established for Performance Shares.
Performance Targets will be established at the beginning of each Performance Period. The Committee
shall be permitted to make adjustments when determining the attainment of the applicable
Performance Targets to reflect extraordinary or nonrecurring items or events, or unusual
nonrecurring gains or losses identified in the Company’s financial statements, as long as any such
adjustments are made in a manner consistent with Section 162(m) to the extent applicable. Awards
of Performance Shares made to Participants subject to Section 162(m) of the Code are intended to
qualify under Section 162(m) and provisions of such Awards shall be interpreted in a manner
consistent with that intent, to the extent appropriate. At the end of the Performance Period,
Performance Shares shall be converted into Common Stock (or cash or a combination of Common Stock
and cash, as determined by the Award Agreement) and distributed to Participants based upon such
entitlement. Award payments made in cash rather than the issuance of Common Stock shall not, by
reason of such payment in cash, result in additional shares being available for reissuance pursuant
to Section 5 hereof.



     11.3 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or
Administrative Policies, determine the manner of payment of Awards of Performance Shares and other
terms, conditions or restrictions, if any, on any Award of Performance Shares, provided they are
consistent with the Plan and to the extent applicable, Section 162(m) of the Code.



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	 	 	12. Directors’ Awards







     12.1 Grants. Awards may be granted to nonemployee directors in the form of stock options
(“Director Stock Options”), stock appreciation rights (“Director SARs”), restricted stock
(“Director Restricted Stock”), restricted stock units (“Director Restricted Stock Units”) or a
combination thereof provided the Awards satisfy the requirements of this Section 12. Subject to
Section 17 hereof, on the date following the commencement of the Company’s annual meeting of
stockholders each year, the Committee, in its sole discretion, shall determine the Award amount
granted to each nonemployee director. All such options shall be nonstatutory stock options. The
terms, conditions and restrictions of each Award shall be set forth in an Award Agreement.



     12.2 Award Agreement. Director Stock Options, Director SARs, Director Restricted Stock and
Director Restricted Stock Units granted to nonemployee directors shall be evidenced by an Award
Agreement in the form of a stock option agreement, stock appreciation agreement, restricted stock
agreement, or restricted stock unit agreement, as applicable, dated as of the date of the grant,
which agreement shall be in such form, consistent with the terms and requirements of this Section
12, as shall be approved by the Committee from time to time and executed on behalf of the Company
by its Chief Executive Officer.



     12.3 Option Exercise Price. The option exercise price of Director Stock Options shall be 100
percent of the Fair Market Value on the date such options are granted. The Committee shall be
authorized to compute the price per share on the date of grant. Payment of the option exercise
price may be made in cash or in shares of Common Stock or a combination of cash and Common Stock.



     12.4 Terms and Conditions of Director Stock Options. Director Stock Options shall become
fully exercisable on the first anniversary of the date of grant and shall terminate upon the
expiration of five years from the date of grant. To the extent an option is not otherwise
exercisable at the date of the nonemployee director’s retirement under a retirement plan or policy
of the Company or at the time a nonemployee director ceases to be a director on account of
disability, it shall become fully exercisable upon such retirement or cessation of service as a
director due to disability. Upon such retirement or cessation of service due to disability, such
options shall be exercisable for a period of five years, subject to the original term thereof.
Options not otherwise exercisable at the time of the death of a nonemployee director during service
with the Company shall become fully exercisable upon his death. Upon the death of a nonemployee
director while in service as a director or within the five-year period during which the options are
exercisable following the retirement or disability of a nonemployee director, such options shall
remain exercisable (subject to the original term of the option) for a period of one year after the
date of death. To the extent an option is exercisable on the date a director ceases to be a
director (other than by reason of disability, death or retirement), the option shall continue to be
exercisable (subject to the original term of the option) for a period of 90 days thereafter.



     12.5 Director SAR Grants. Director SARs shall entitle the recipient to receive a payment
equal to the appreciation in market value of a stated number of shares of Common Stock from the
price stated in the Award Agreement to the Fair Market Value on the date of



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exercise or surrender. A Director SAR may be granted in tandem with all or a portion of a
related stock option under the Plan (“Director Tandem SARs”) and may be granted either at the time
of the grant of the related stock option or at any time thereafter during the term of the stock
option. In the case of Director SARs granted in tandem with stock options granted prior to the
grant of such Director SARs, the appreciation in value shall be appreciation from the option
exercise price of such related stock option to the Fair Market Value on the date of exercise.



     12.6 Terms and Conditions of Director Tandem SARs. A Director Tandem SAR shall be exercisable
to the extent, and only to the extent, that the related stock option is exercisable. Upon exercise
of a Director Tandem SAR as to some or all of the shares covered in an Award, the related stock
option shall be canceled automatically to the extent of the number of Director SARs exercised, and
such shares shall not thereafter be eligible for grant under Section 5 hereof.



     12.7 Deemed Exercise. The Committee may provide that a Director SAR shall be deemed to be
exercised at the close of business on the scheduled expiration date of such Director SAR, if at
such time the Director SAR by its terms is otherwise exercisable and, if so exercised, would result
in a payment to the director.



     12.8 Additional Terms and Conditions. The Committee may, by way of the Award Agreement or
Administrative Policies, determine such other terms, conditions and restrictions, if any, on any
Director SAR Award, provided they are consistent with the Plan.



     12.9 Award Restrictions. Director Restricted Stock and Director Restricted Stock Units awards
shall be subject to such terms, conditions or restrictions as the Committee deems appropriate
including, but not limited to, restrictions on transferability or requirements of continued service
as a nonemployee director. The period of vesting and the forfeiture restrictions shall be
established by the Committee at the time of grant, except that each restriction period shall not be
less than 12 months.



     12.10 Rights as Shareholders. During the period in which any Director Restricted Stock is
subject to forfeiture restrictions imposed under the preceding paragraph, the Committee may, in its
discretion, grant to the Participant to whom such restricted shares have been awarded, all or any
of the rights of a shareholder with respect to such shares, including, but not limited to, the
right to vote such shares and to receive dividends. During the period in which any Restricted Stock
Units are subject to forfeiture restrictions imposed under the preceding paragraph, the Participant
to whom such Restricted Stock Units have been awarded, will have no rights of ownership in the
Restricted Stock Units or the right to vote them, but the Committee may, at or after the Grant Date
authorize the payment of dividend equivalents on such Restricted Stock Units on either a current,
deferred or contingent basis, either in cash or additional Common Stock.



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



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     12.12 Transferability. Except as provided in Section 16 hereof, no option, stock appreciation
right, restricted stock or restricted stock units shall be transferable by a nonemployee director
except by will or the laws of descent and distribution, and during the director’s lifetime options
may be exercised only by him or his legal representative.



     12.13 Change in Control. In the event of a Change in Control, the provisions provided in
Section 21 will apply to all Awards granted to nonemployee directors.



13. Long-Term Cash Bonus




     13.1 Eligibility. Only Executive Officers shall be eligible to receive a Long-Term Cash
Bonus. Not later than ninety (90) days after the commencement of a Performance Period, the
Committee shall select the Executive Officers eligible to receive a Long-Term Cash Bonus for the
Performance Period. Each Executive Officer participating in a Performance Period shall be eligible
to receive a Long-Term Cash Bonus upon completion of a Performance Period only if Executive Officer
is still employed by the Company upon the last day of such Performance Period, provided, however,
that the Committee shall have the discretion to grant eligibility to the Executive Officer in its
discretion, notwithstanding the fact that the Executive Officer is not still employed by the
Company at such point.



     13.2 Performance Target(s); Business Criteria; Base Salary Factors. The applicable Business
Criteria and Performance Targets for a given Performance Period shall be established by the
Committee in advance of the deadlines set forth in the regulations under Section 162(m) of the Code
and while the performance relating to the Performance Targets remains substantially uncertain
within the meaning of Section 162(m) of the Code. The Committee shall be permitted to make
adjustments when determining the attainment of Performance Targets to reflect extraordinary or
nonrecurring items or events, or unusual nonrecurring gains or losses identified in the Company’s
financial statements, as long as any such adjustments are made in a manner consistent with Section
162(m) of the Code, to the extent applicable.



     13.3 Calculation of Long-Term Cash Bonus. At the beginning of each Performance Period, the
Committee shall provide in terms of an objective formula or standard for each Executive Officer:
(a) the method of computing the specific amount that will represent the Executive Officer’s
Long-Term Cash Bonus; and (b) the Base Salary Factor to be used in calculating any Executive
Officer’s Long-Term Cash Bonus. Subject to Section 13.4, at the first meeting of the Committee
after the expiration of the Performance Period, the Committee shall determine the extent to which
the Performance Targets have been achieved, and shall determine each Executive Officer’s Payment
Opportunity based on his or her Base Salary Factor. Notwithstanding the attainment of the
Performance Targets, Long-Term Cash Bonuses for individual Executive Officers may be denied or
adjusted by the Committee, in its sole judgment, based on its assessment of the Executive Officer’s
performance. However, no upward adjustment may be made to a Long-Term Cash Bonus for an Executive
Officer if Section 162(m) of the Code would limit the deduction the Company may claim for that
Executive Officer’s



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compensation.



     13.4 Maximum Long-Term Cash Bonus. Notwithstanding any other provision in the Plan, no
Executive Officer shall receive for any Performance Period any Long-Term Cash Bonus under the Plan
in excess of $3,000,000 or, if less, three times his or her Base Salary as of the last day of the
applicable Performance Cycle. Any Payment Opportunity in excess of the foregoing limits shall be
reduced automatically to the extent of the excess.



     13.5 Payment. Long-Term Cash Bonuses shall be paid in cash or Restricted Stock Awards, as
determined by the Committee and subject to the remaining terms of this Plan. Payment of Long-Term
Cash Bonuses shall occur within a reasonable time after the Committee has certified in writing the
extent to which the Performance Targets have been achieved and determined the amount of each
Executive Officer’s Long-Term Cash Bonus for the given Performance Period pursuant to Sections 13.3
and 13.4 hereof, but in no case shall any such payment be made later than March 15th
following the calendar year in which occurs the later of the time the legally binding right
to the payment arises or the time such right first ceases to be subject to a substantial risk of
forfeiture.



14. Dividends and Dividend Equivalents; Deferrals




     14.1 If an Award is granted in the form of a Restricted Stock Award, Restricted Stock Units
or Performance Shares, the Committee may choose, at the time of the grant of the Award, to include
as part of such Award an entitlement to receive dividends or dividend equivalents, subject to such
terms, conditions, restrictions or limitations, if any, as the Committee may establish. Dividends
and dividend equivalents shall be paid in such form and manner and at such time as the Committee
shall determine.



     14.2 The Committee may permit Participants to elect to defer the issuance of shares or the
settlement of Awards in cash under Administrative Policies established by the Committee. It may
also provide that deferred settlements include the payment or crediting of interest on the deferral
amounts or the payment or crediting of dividend equivalents on deferred settlements denominated in
shares. Notwithstanding the foregoing, to the extent the Award being deferred is that of a
Participant subject to Section 162(m) of the Code, the Committee will ensure that any increase in
the Award will be based upon a reasonable rate of interest or on one or more predetermined actual
investments such that the amount payable at the later date will be based upon actual returns,
including any decrease or increase in the value of the investment(s).



15. Termination of Employment




     Consistent with the requirements of Section 162(m) regarding “qualified performance-based
compensation,” the Committee shall adopt Administrative Policies determining the entitlement of
Participants who cease to be employed by either the Company or its subsidiaries due to death,
disability, resignation, termination or retirement pursuant to an established retirement plan or
policy of the Company or its subsidiaries.



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16. Assignment and Transfer





     
The rights and interests of a Participant under the Plan may not be assigned, encumbered or
transferred except, in the event of the death of a Participant, by will or the laws of descent and
distribution. Notwithstanding the foregoing, the Committee may, in its discretion, grant stock
options to one or more executive officers or nonemployee directors of the Company (or amend
existing stock options) on terms that permit the stock options to be transferred by any such
executive officer or nonemployee director, for estate planning purposes, to (a) the executive
officer’s or nonemployee director’s spouse, children, grandchildren, parents, siblings,
stepchildren, stepgrandchildren or in-laws (“Family Members”), (b) entities that are exclusively
family-related, including trusts for the exclusive benefit of Family Members and limited
partnerships or limited liability companies in which Family Members are the only partners or
members, or (c) such other persons or entities specifically approved by the Committee. The terms
and conditions applicable to the transfer of any such stock options shall be established by the
Committee, in its discretion but consistent with this Section 16, and shall be contained in the
applicable stock option agreement (or an amendment thereto) between the Company and the executive
officer.



17. Adjustments Upon Changes in Capitalization




     In the event of any change in the outstanding shares of Common Stock by reason of a
reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares,
merger, consolidation or any change in the corporate structure or shares of the Company, the
maximum aggregate number and class of shares as to which Awards may be granted under the Plan,
including any limitations upon individual Participants or regarding Director Stock Options, as well
as the number and class of shares issuable, and the related option exercise price, pursuant to then
outstanding Awards, shall be appropriately adjusted by the Committee, whose determination shall be
final.



18. Withholding Taxes




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



19. Regulatory Approvals and Listings




     Notwithstanding anything contained in this Plan to the contrary, the Company shall have no
obligation to issue or deliver certificates of Common Stock evidencing Restricted Stock Awards,
Restricted Stock Units or any other Award payable in Common Stock prior to (i) the obtaining of any
approval from any governmental agency which the Company shall, in its



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sole discretion, determine to be necessary or advisable, (ii) the admission of such shares to
listing on the Stock Exchange and (iii) the completion of any registration or other qualification
of said shares under any state or federal law or ruling of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable.



20. No Right to Continued Employment or Grants




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



21. Change in Control




     In the event of a Change in Control, (i) all SARs which have not been granted in tandem with
stock options shall become exercisable in full, (ii) the restrictions applicable to all shares of
restricted stock and restricted stock units shall lapse and such shares shall be deemed fully
vested and all restricted stock granted in the form of share units shall be paid in cash, (iii) all
Performance Shares and Long-Term Cash Bonuses shall be deemed to be earned on a prorated basis at
the Payment Opportunity associated with the achievement of 100% of the Performance Targets assigned
to such Awards, and all Performance Shares granted in the form of share units shall be paid in
cash, and (iv) any Participant who has been granted a stock option which is not exercisable in full
shall be entitled, in lieu of the exercise of the portion of the stock option which is not
exercisable, to obtain a cash payment in an amount equal to the difference between the option price
of such stock option and (A) in the event the Change in Control is the result of a tender offer or
exchange offer for the Common Stock, the final offer price per share paid for the Common Stock, or
such lower price as the Committee may determine with respect to any incentive stock option to
preserve its incentive stock option status, multiplied by the number of shares of Common Stock
covered by such portion of the stock option, or (B) in the event the Change in Control is the
result of any other occurrence, the aggregate value of the Common Stock covered by such portion of
the stock option, as determined by the Committee at such time. The Committee may, in its
discretion, include such further provisions and limitations in, any agreement documenting such
Awards as it may deem equitable and in the best interests of the Company. To the extent that any
payment or benefit is required to be paid under this paragraph, pursuant to a Change in Control,
such payment shall be made no later than March 15th following the calendar year in which
occurs the later of the time the legally binding right to the payment arises or the time such right
first ceases to be subject to a substantial risk of forfeiture.



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22. Amendment




     The Board may amend, suspend or terminate the Plan or any portion thereof at any time,
provided that no amendment shall be made that would impair the rights of a Participant under an
outstanding Award without the Participant’s consent, and no amendment shall be made without
stockholder approval if such approval is necessary in order to preserve the applicability of any
exemption under Rule 16b-3 under the Exchange Act or qualification of any Award under Section
162(m), or is otherwise required as a matter of law. Further, no amendment to the Plan shall be
effective that would: (a) increase the maximum amount that can be paid to a Participant under the
Plan; (b) change the Business Criteria for payment of performance-based Awards; or (c) modify the
eligibility requirements for Participants in the Plan, unless first approved by the Company’s
stockholders. An Award Agreement may be amended by action of the Board or the Committee, provided
that no such amendment shall be made that would impair the rights of a Participant under such Award
Agreement without the Participant’s consent.



23. Governing Law




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



24. Rights as Shareholder




     Except as otherwise provided in the Award Agreement, a Participant shall have no rights as a
shareholder until he or she becomes the holder of record. To the extent any person acquires a right
to receive payments from the Company under this Plan, such rights shall be no greater than the
rights of an unsecured creditor of the Company.



25. Effective Date




     The Plan became effective on December 23, 1993. Subject to earlier termination pursuant to
Section 21, the Plan shall terminate effective December 31, 2012. After termination of the Plan, no
future Awards may be granted but previously made Awards shall remain outstanding in accordance with
their applicable terms and conditions and the terms and conditions of the Plan.



26. Interpretation and Savings




     All terms and conditions of this Plan applicable to qualified performance-based compensation
shall be construed to be in accordance with the qualified performance-based compensation
requirements of Section 162(m) of the Internal Revenue Code, and any offending or non-compliant
terms shall be amended, voided and reformed to the extent necessary to comply with Section 162(m).
Likewise, all terms and conditions of this Plan applicable to any non-qualified deferred
compensation shall be construed to be in accordance with the non-qualified deferred compensation
requirements of Section 409A of the Internal Revenue Code, including but not limited to its short
term deferral exception, and any offending or non-compliant



16









 







terms shall be amended, voided and reformed to the extent necessary to comply with Section 409A.




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