EX-10.1



 











Exhibit 10.1




AMENDED AND RESTATED 2001 MOODY’S
CORPORATION



KEY EMPLOYEES’ STOCK INCENTIVE
PLAN



 


		
	1.	
    Purpose of the Plan



     
The purpose of the Plan is to aid the Company and
its Affiliates in securing and retaining key employees of
outstanding ability and to motivate such employees to exert
their best efforts on behalf of the Company and its Affiliates
by providing incentives through the granting of Awards. The
Company expects that it will benefit from the added interest
which such key employees will have in the welfare of the Company
as a result of their proprietary interest in the Company’s
success.



 


		
	2.	
    Definitions



     
The following capitalized terms used in the Plan
have the respective meanings set forth in this Section:




		
	 	     
    (a) Act: The Securities Exchange Act
    of 1934, as amended, or any successor thereto.
    
	 
	 	     
    (b) Affiliate: Any entity
    (i) 20% or more of the voting equity of which is owned or
    controlled directly or indirectly by the Company, or
    (ii) that had been a business, division or subsidiary of
    the Company, the equity of which has been distributed to the
    Company’s shareholders, even if the Company thereafter owns
    less than 20% of the voting equity.
    
	 
	 	     
    (c) Award: An Option, Stock
    Appreciation Right or Other Stock-Based Award granted pursuant
    to the Plan.
    
	 
	 	     
    (d) Beneficial Owner: As such term is
    defined in Rule 13d-3 under the Act (or any successor rule
    thereto).
    
	 
	 	     
    (e) Board: The Board of Directors of
    the Company.
    
	 
	 	     
    (f) Change in Control: The occurrence
    of any of the following events:
    





		
	 	     
    (i) any “Person” as such term is
    used in Section 13(d) and 14(d) of the Act (other than the
    Company, any trustee or other fiduciary holding securities under
    an employee benefit plan of the Company, or any company owned,
    directly or indirectly, by the stockholders of the Company in
    substantially the same proportions as their ownership of stock
    of the Company), becomes the Beneficial Owner, directly or
    indirectly, of securities of the Company representing 20% or
    more of the combined voting power of the Company’s then
    outstanding securities;
    
	 
	 	     
    (ii) during any period of twenty-four months
    (not including any period prior to the Effective Date),
    individuals who at the beginning of such period constitute the
    Board, and any new director (other than (A) a director
    nominated by a Person who has entered into an agreement with the
    Company to effect a transaction described in
    Sections 2(e)(i), (iii) or (iv) of the Plan,
    (B) a director nominated by any Person (including the
    Company) who publicly announces an intention to take or to
    consider taking actions (including, but not limited to, an
    actual or threatened proxy contest) which if consummated would
    constitute a Change in Control or (C) a director designated
    by any Person who is the Beneficial Owner, directly or
    indirectly, of securities of the Company representing 10% or
    more of the combined voting power of the Company’s
    securities) whose election by the Board or nomination for
    election by the Company’s stockholders was approved in
    advance 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 thereof;
    
	 
	 	     
    (iii) the stockholders of the Company
    approve a merger or consolidation of the Company with any other
    corporation, other than a merger or consolidation (A) which
    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) more than 50% of the
    combined voting power of the voting securities of the Company or
    such surviving entity outstanding immediately after such merger
    or consolidation and (B) after which no Person would hold
    20% or more of the combined voting power of the then outstanding
    securities of the Company or such surviving entity; or
    
	 
	 	     
    (iv) the stockholders of the Company approve
    a plan of complete liquidation of the Company or an agreement
    for the sale or disposition by the Company of all or
    substantially all of the Company’s assets.
    





		
	 	     
    (g) Code: The Internal Revenue Code
    of 1986, as amended, or any successor thereto.
    
	 
	 	     
    (h) Committee: The Governance and
    Compensation Committee of the Board, or any successor thereto or
    other committee designated by the Board to assume the
    obligations of the Committee hereunder.
    
	 
	 	     
    (i) Company: Moody’s
    Corporation, a Delaware corporation.
    
	 
	 	     
    (j) Disability: Inability to engage
    in any substantial gainful activity by reason of a medically
    determinable physical or mental impairment which constitutes a
    permanent and total disability, as defined in
    Section 22(e)(3) of the Code (or any successor section
    thereto). The determination whether a Participant has suffered a
    Disability shall be made by the Committee based upon such
    evidence as it deems necessary and appropriate. A Participant
    shall not be considered disabled unless he or she furnishes such
    medical or other evidence of the existence of the Disability as
    the Committee, in its sole discretion, may require.
    
	 
	 	     
    (k) Effective Date: The date on which
    the Plan takes effect, as defined pursuant to Section 17 of
    the Plan.
    
	 
	 	     
    (l) Fair Market Value: On a given
    date, the arithmetic mean of the high and low prices of the
    Shares as reported on such date on the Composite Tape of the
    principal national securities exchange on which such Shares are
    listed or admitted to trading, or, if no Composite Tape exists
    for such national securities exchange on such date, then on the
    principal national securities exchange on which such Shares are
    listed or admitted to trading, or, if the Shares are not listed
    or admitted on a national securities exchange, the arithmetic
    mean of the per Share closing bid price and per Share closing
    asked price on such date as quoted on the National Association
    of Securities Dealers Automated Quotation System (or such market
    in which such prices are regularly quoted), or, if there is no
    market on which the Shares are regularly quoted, the Fair Market
    Value shall be the value established by the Committee in good
    faith. If no sale of Shares shall have been reported on such
    Composite Tape or such national securities exchange on such date
    or quoted on the National Association of Securities Dealers
    Automated Quotation System on such date, then the immediately
    preceding date on which sales of the Shares have been so
    reported or quoted shall be used.
    
	 
	 	     
    (m) ISO: An Option that is also an
    incentive stock option granted pursuant to Section 7(d) of
    the Plan.
    
	 
	 	     
    (n) LSAR: A limited stock
    appreciation right granted pursuant to Section 8(d) of the
    Plan.
    
	 
	 	     
    (o) Other Stock-Based Awards: Awards
    granted pursuant to Section 9 of the Plan.
    
	 
	 	     
    (p) Option: A stock option granted
    pursuant to Section 7 of the Plan.
    
	 
	 	     
    (q) Option Price: The purchase price
    per Share of an Option, as determined pursuant to
    Section 7(a) of the Plan.
    
	 
	 	     
    (r) Participant: An individual who is
    selected by the Committee to participate in the Plan pursuant to
    Section 5 of the Plan.
    
	 
	 	     
    (s) Performance-Based Awards: Other
    Stock-Based Awards granted pursuant to Section 9(b) of the
    Plan.
    




 







 




		
	 	     
    (t) Person: As such term is used for
    purposes of Section 13(d) or 14(d) of the Act (or any
    successor section thereto).
    
	 
	 	     
    (u) Plan: The Amended and Restated
    2001 Moody’s Corporation Key Employees’ Stock
    Incentive Plan.
    
	 
	 	     
    (v) Post-Retirement Exercise Period:
    As such term is defined in Section 7(f) of the Plan.
    
	 
	 	     
    (w) Restricted Stock: Restricted
    stock granted pursuant to Section 9 of the Plan.
    
	 
	 	     
    (x) Restricted Stock Unit: A
    restricted stock unit representing a right to acquire a fixed
    number of Shares at a future date, granted pursuant to
    Section 9 of the Plan.
    
	 
	 	     
    (y) Retirement: Termination of
    employment with the Company or an Affiliate after such
    Participant has attained age 55 and five years of service
    with the Company; or, with the prior written consent of the
    Committee that such termination be treated as a Retirement
    hereunder, termination of employment under other circumstances.
    
	 
	 	     
    (z) Shares: Shares of common stock,
    par value $0.01 per Share, of the Company.
    
	 
	 	     
    (aa) Special Exercise Period: As such
    term is defined in Section 7(f) of the Plan.
    
	 
	 	     
    (bb) Stock Appreciation Right: A
    stock appreciation right granted pursuant to Section 8 of
    the Plan.
    
	 
	 	     
    (cc) Subsidiary: A subsidiary
    corporation, as defined in Section 424(f) of the Code (or
    any successor section thereto).
    
	 
	 	     
    (dd) Termination of Employment: A
    Participant’s termination of employment with the Company or
    an Affiliate, as the case may be.
    




 


		
	3.	
    Shares Subject to the Plan



     
The maximum number of Shares with respect to
which Awards may be granted under the Plan shall be 12,800,000
(subject to adjustment in accordance with the provisions of
Section 10 hereof), whether pursuant to ISOs or otherwise.
Of that number, not more than 2,500,000 Shares (subject to
adjustment in accordance with the provisions of Section 10
hereof) will be available for grants under the Plan of
unrestricted Shares, Restricted Stock, Restricted Stock Units or
any Other Stock-Based Awards pursuant to Section 9 hereof.
The maximum number of Shares with respect to which Awards of any
and all types may be granted during a calendar year to any
Participant shall be limited, in the aggregate, to 400,000. The
Shares may consist, in whole or in part, of authorized and
unissued Shares or treasury Shares. Shares which are subject to
Awards which terminate, expire, are forfeited or lapse may be
utilized again with respect to Awards granted under the Plan.



 


		
	4.	
    Administration



     
The Plan shall be administered by the Committee,
which may delegate its duties and powers in whole or in part to
any subcommittee thereof consisting solely of at least two
individuals who are each “non-employee directors”
within the meaning of Rule 16b-3 under the Act (or any
successor rule thereto) and “outside directors” within
the meaning of Section 162(m) of the Code (or any successor
section thereto); provided, however, that any action
permitted to be taken by the Committee may be taken by the
Board, in its discretion. The Committee is authorized to
interpret the Plan, to establish, amend and rescind any rules
and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the
administration of the Plan. The Committee may correct any defect
or omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation
and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned (including, but
not limited to, Participants and their beneficiaries or
successors). Determinations made by the Committee under the Plan
need not be uniform and may be made selectively among
Participants, whether or not such



 







 




Participants are similarly situated. The
Committee shall require payment of any amount it may determine
to be necessary to withhold for federal, state, local or other
taxes as a result of the grant or the exercise of an Award.
Unless the Committee specifies otherwise, the Participant may
elect to pay a portion or all of such withholding taxes by
(a) delivery of Shares or (b) having Shares withheld
by the Company from any Shares that would have otherwise been
received by the Participant. The number of Shares so delivered
or withheld shall have an aggregate Fair Market Value on the
date of the exercise of an Award sufficient to satisfy the
applicable withholding taxes. In addition, with the approval of
the Committee, a Participant may satisfy any additional tax that
the Participant elects to have the Company withhold by
delivering to the Company or its designated representative
Shares already owned by the Participant or, in the case of
Shares acquired through an employee benefit plan, Shares held by
the Participant for more than six months. If the chief executive
officer of the Company is a member of the Board, the Board by
specific resolution may constitute such chief executive officer
as a committee of one which shall have the authority to grant
Awards of up to an aggregate of 100,000 Shares in each
calendar year to Participants who are not subject to the rules
promulgated under Section 16 of the Act (or any successor
section thereto) or “covered employees” as defined in
Section 162(m) of the Code; provided, however, that
such chief executive officer shall notify the Committee of any
such grants made pursuant to this Section 4.




 


		
	5.	
    Eligibility



     
Key employees (but not members of the Committee
or any person who serves only as a director) of the Company and
its Affiliates, who are from time to time responsible for the
management, growth and protection of the business of the Company
and its Affiliates, and consultants to the Company and its
Affiliates, are eligible to be granted Awards under the Plan.
Participants shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible,
and the Committee shall determine, in its sole discretion, the
number of Shares to be covered by the Awards granted to each
Participant.



 


		
	6.	
    Limitations



     
No Award may be granted under the Plan after the
tenth anniversary of the Effective Date, but Awards theretofore
granted may extend beyond that date.



 


		
	7.	
    Terms and Conditions of Options



     
Options granted under the Plan shall be, as
determined by the Committee, non-qualified, incentive or other
stock options for federal income tax purposes, as evidenced by
the related Award agreements, and shall be subject to the
foregoing and the following terms and conditions and to such
other terms and conditions, not inconsistent therewith, as the
Committee shall determine:




		
	 	     
    (a) Option Price. The Option Price
    per Share shall be determined by the Committee, but shall not be
    less than 100% of the Fair Market Value of the Shares on the
    date an Option is granted.
    
	 
	 	     
    (b) Exercisability. Options granted
    under the Plan shall be exercisable at such time and upon such
    terms and conditions as may be determined by the Committee, but
    in no event shall an Option be exercisable more than ten years
    after the date it is granted.
    
	 
	 	     
    (c) Exercise of Options. Except as
    otherwise provided in the Plan or in an Award agreement, an
    Option may be exercised for all, or from time to time any part,
    of the Shares for which it is then exercisable. For purposes of
    Section 7 of the Plan, the exercise date of an Option shall
    be the later of the date a notice of exercise is received by the
    Company and, if applicable, the date payment is received by the
    Company pursuant to clauses (i), (ii) or (iii) in
    the following sentence. The purchase price for the Shares as to
    which an Option is exercised shall be paid to the Company in
    full at the time of exercise at the election of the Participant
    (i) in cash, (ii) in Shares having a Fair Market Value
    equal to the aggregate Option Price for the Shares being
    purchased and satisfying such other requirements as may be
    imposed by the Committee; provided, that such shares of Common
    Stock have been held by the Participant for no less than six
    months, (iii) partly in cash and partly in such Shares,
    (iv) through the delivery of irrevocable instructions to a
    broker to deliver promptly to the Company an amount equal to
    




 







 


		
	 	
    the aggregate Option Price for the Shares being
    purchased, or (v) through such other means as shall be
    prescribed in the Award agreement. No Participant shall have any
    rights to dividends or other rights of a stockholder with
    respect to Shares subject to an Option until the occurrence of
    the exercise date (determined as set forth above) and, if
    applicable, the satisfaction of any other conditions imposed by
    the Committee pursuant to the Plan.
    
	 
	 	     
    (d) ISOs. The Committee may grant
    Options under the Plan that are intended to be ISOs. Such ISOs
    shall comply with the requirements of Section 422 of the
    Code (or any successor section thereto). Unless otherwise
    permitted under Section 422 of the Code (or any successor
    section thereto), no ISO may be granted to any Participant who
    at the time of such grant, owns more than 10% of the total
    combined voting power of all classes of stock of the Company or
    of any Subsidiary, unless (i) the Option Price for such ISO
    is at least 110% of the Fair Market Value of a Share on the date
    the ISO is granted and (ii) the date on which such ISO
    terminates is a date not later than the day preceding the fifth
    anniversary of the date on which the ISO is granted. Any
    Participant who disposes of Shares acquired upon the exercise of
    an ISO either (i) within two years after the date of grant
    of such ISO or (ii) within one year after the transfer of
    such Shares to the Participant, shall notify the Company of such
    disposition and of the amount realized upon such disposition.
    Notwithstanding Section 5 hereof, ISOs may be granted
    solely to employees of the Company and its Subsidiaries.
    
	 
	 	     
    (e) Exercisability Upon Termination of
    Employment by Death or Disability. Upon a Termination of
    Employment by reason of death or Disability after the first
    anniversary of the date of grant of an Option, (i) the
    unexercised portion of such Option shall immediately vest in
    full and (ii) such portion may thereafter be exercised
    during the shorter of (A) the remaining stated term of the
    Option or (B) five years after the date of death or
    Disability.
    
	 
	 	     
    (f) Exercisability Upon Termination of
    Employment by Retirement. Upon a Termination of Employment
    by reason of Retirement after the first anniversary of the date
    of grant of an Option, an unexercised Option may thereafter be
    exercised during the shorter of (i) the remaining stated
    term of the Option or (ii) five years after the date of
    such Termination of Employment (the “Post-Retirement
    Exercise Period”), but only to the extent to which such
    Option was exercisable at the time of such Termination of
    Employment or becomes exercisable during the Post-Retirement
    Exercise Period as if such Participant were still employed by
    the Company or an Affiliate; provided, however, that if a
    Participant dies within a period of five years after such
    Termination of Employment, an unexercised Option may thereafter
    be exercised, during the shorter of (i) the remaining
    stated term of the Option or (ii) the period that is the
    longer of (A) five years after the date of such Termination
    of Employment or (B) one year after the date of death (the
    “Special Exercise Period”), but only to the extent to
    which such Option was exercisable at the time of such
    Termination of Employment or becomes exercisable during the
    Special Exercise Period.
    
	 
	 	     
    (g) Effect of Other Termination of
    Employment. Upon a Termination of Employment for any reason
    (other than death, Disability or Retirement after the first
    anniversary of the date of grant of an Option as described
    above), an unexercised Option may thereafter be exercised during
    the period ending 30 days after the date of such
    Termination of Employment, but only to the extent to which such
    Option was exercisable at the time of such Termination of
    Employment. Notwithstanding the foregoing, the Committee may, in
    its sole discretion, either by prior written agreement with the
    Participant or upon the occurrence of a Termination of
    Employment, accelerate the vesting of unvested Options held by a
    Participant if such Participant’s Termination of Employment
    is without “cause” (as such term is defined by the
    Committee in its sole discretion) by the Company.
    
	 
	 	     
    (h) Nontransferability of Stock
    Options. Except as otherwise provided in this
    Section 7(h), a stock option shall not be transferable by
    the Participant otherwise than by will or by the laws of descent
    and distribution, and during the lifetime of a Participant an
    option shall be exercisable only by the Participant. An option
    exercisable after the death of a Participant or a transferee
    pursuant to the following sentence may be exercised by the
    legatees, personal representatives or distributees of the
    Participant or such transferee. The Committee may, in its
    discretion, authorize all or a portion of the
    




 








 


		
	 	
    options previously granted or to be granted to a
    Participant, other than ISOs, to be on terms which permit
    irrevocable transfer for no consideration by such Participant to
    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, of the Participant, any trust in which these
    persons have more than 50% of the beneficial interest, any
    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 50% of the voting
    interests (“Eligible Transferees”), provided that
    (i) the stock option agreement pursuant to which such
    options are granted must be approved by the Committee, and must
    expressly provide for transferability in a manner consistent
    with this Section and (ii) subsequent transfers of
    transferred options shall be prohibited except those in
    accordance with the first sentence of this Section 7(h).
    The Committee may, in its discretion, amend the definition of
    Eligible Transferees to conform to the coverage rules of
    Form S-8 under the Securities Act of 1933 or any comparable
    Form from time to time in effect. Following transfer, any such
    options shall continue to be subject to the same terms and
    conditions as were applicable immediately prior to transfer. The
    events of Termination of Employment of Sections 7(e), 7(f)
    and 7(g) hereof shall continue to be applied with respect to the
    original Participant, following which the options shall be
    exercisable by the transferee only to the extent, and for the
    periods specified, in Sections 7(e), 7(f) and 7(g). The
    Committee may delegate to a committee consisting of employees of
    the Company the authority to authorize transfers, establish
    terms and conditions upon which transfers may be made and
    establish classes of options eligible to transfer options, as
    well as to make other determinations with respect to option
    transfers.
    
	 
	 	     
    (i) Elective Deferral.
    





		
	 	     
    (i) Notwithstanding anything herein to the
    contrary, the Committee, in its sole discretion, may provide
    that a Participant may elect to defer delivery of the proceeds
    of exercise of an unexercised Option, provided that such
    election is in accordance with rules which may be established by
    the Committee, is irrevocable and is made (A) at least two
    years (or such shorter period as may be determined by the
    Committee) prior to the date that such Option otherwise would
    expire and (B) at least one year (or such shorter period as
    may be determined by the Committee) prior to the date such
    Option is exercised. Upon such exercise, the amount deferred
    shall be credited, at the date of exercise, to a deferred
    compensation account pursuant to a deferred compensation
    agreement between the Participant and the Company, and shall be
    payable at such time or times and in such manner as shall be
    provided in such agreement, provided that the date as of which
    payment shall be made or payments shall commence shall be not
    less than two years (or such shorter period as may be determined
    by the Committee) subsequent to the date of exercise, but not
    later than the first day of the third month following the
    Participant’s Termination of Employment.
    
	 
	 	     
    (ii) Each Participant shall have the status
    of a general unsecured creditor of the Company with respect to
    his or her deferred compensation account, and such account
    constitutes a mere promise by the Company to make payments with
    respect thereto.
    
	 
	 	     
    (iii) A Participant’s right to benefit
    payments under the Plan with respect to his or her deferred
    compensation account may not be anticipated, alienated, sold,
    transferred, assigned, pledged, encumbered, attached or
    garnished by creditors of the Participant or the
    Participant’s beneficiary and any attempt to do so shall be
    void.
    




 


		
	8.	
    Terms and Conditions of Stock Appreciation
    Rights



     
(a) Grants. The Committee also may
grant (i) a Stock Appreciation Right independent of an
Option or (ii) a Stock Appreciation Right in connection
with an Option, or a portion thereof. A Stock Appreciation Right
granted pursuant to clause (ii) of the preceding sentence
(A) may be granted at the time the related Option is
granted or at any time prior to the exercise or cancellation of
the related Option, (B) shall cover the same Shares covered
by an Option (or such lesser number of Shares as the Committee
may determine) and (C) shall be subject to the same terms
and conditions as such Option except for such additional
limitations as



 








 




are contemplated by this Section 8 (or such
additional limitations as may be included in an Award agreement).




     
(b) Terms. The exercise price per
Share of a Stock Appreciation Right shall be an amount
determined by the Committee but in no event shall such amount be
less than the greater of (i) the Fair Market Value of a
Share on the date the Stock Appreciation Right is granted or, in
the case of a Stock Appreciation Right granted in conjunction
with an Option, or a portion thereof, the Option Price of the
related Option and (ii) an amount permitted by applicable
laws, rules, by-laws or policies of regulatory authorities or
stock exchanges. Each Stock Appreciation Right granted
independent of an Option shall entitle a Participant to exercise
the Stock Appreciation Right in whole or in part and, upon such
exercise, to receive from the Company an amount equal to
(i) the excess of (A) the Fair Market Value on the
exercise date of one Share over (B) the exercise price per
Share, times (ii) the number of Shares covered by the
portion of the Stock Appreciation Right so exercised. Each Stock
Appreciation Right granted in conjunction with an Option, or a
portion thereof, shall entitle a Participant to surrender to the
Company the unexercised Option, or any portion thereof, and to
receive from the Company in exchange therefor an amount equal to
(i) the excess of (A) the Fair Market Value on the
exercise date of one Share over (B) the Option Price per
Share, times (ii) the number of Shares covered by the
Option, or portion thereof, which is surrendered. The date a
notice of exercise is received by the Company shall be the
exercise date. Payment shall be made in Shares or in cash, or
partly in Shares and partly in cash, valued at such Fair Market
Value, all as shall be determined by the Committee. Stock
Appreciation Rights may be exercised from time to time upon
actual receipt by the Company of written notice of exercise
stating the number of Shares with respect to which the Stock
Appreciation Right is being exercised. No fractional Shares will
be issued in payment for Stock Appreciation Rights, but instead
cash will be paid for a fraction or, if the Committee should so
determine, the number of Shares will be rounded downward to the
next whole Share.



     
(c) Limitations. The Committee may
impose, in its discretion, such conditions upon the
exercisability or transferability of Stock Appreciation Rights
as it may deem fit.



     
(d) Limited Stock Appreciation
Rights. The Committee may grant LSARs that are exercisable
upon the occurrence of specified contingent events. Such LSARs
may provide for a different method of determining appreciation,
may specify that payment will be made only in cash and may
provide that any related Awards are not exercisable while such
LSARs are exercisable. Unless the context otherwise requires,
whenever the term “Stock Appreciation Right” is used
in the Plan, such term shall include LSARs.



 


		
	9.	
    Other Stock-Based Awards



     
(a) Generally. The Committee, in its
sole discretion, may grant Awards of unrestricted Shares,
Restricted Stock, Restricted Stock Units and other Awards that
are valued in whole or in part by reference to, or are otherwise
based on the Fair Market Value of, Shares (collectively,
“Other Stock-Based Awards”). Such Other Stock-Based
Awards shall be in such form, and dependent on such conditions,
as the Committee shall determine, including, without limitation,
the right to receive one or more Shares (or the equivalent cash
value of such Shares) upon the completion of a specified period
of service, the occurrence of an event and/or the attainment of
performance objectives. Other Stock-Based Awards may be granted
alone or in addition to any other Awards granted under the Plan.
Subject to the provisions of the Plan, the Committee shall
determine to whom and when Other Stock-Based Awards will be
made; the number of Shares to be awarded under (or otherwise
related to) such Other Stock-Based Awards; whether such Other
Stock-Based Awards shall be settled in cash, Shares or a
combination of cash and Shares; and all other terms and
conditions of such Awards (including, without limitation, the
vesting provisions thereof).



     
(b) Performance-Based Awards.
Notwithstanding anything to the contrary herein, certain Other
Stock-Based Awards granted under this Section 9 may be
granted in a manner that will enable the Company to deduct any
amount paid by the Company under Section 162(m) of the Code
(or any successor section thereto) (“Performance-Based
Awards”). A Participant’s Performance-Based Award
shall be determined based on the attainment of one or more
pre-established, objective performance goals established in
writing by the Committee, for a performance period established
by the Committee, (i) at a time when the outcome for









 




that performance period is substantially
uncertain and (ii) not later than 90 days after the
commencement of the performance period to which the performance
goal relates, but in no event after 25% of the relevant
performance period has elapsed. The performance goals shall be
based upon one or more of the following criteria:
(i) earnings before or after taxes (including earnings
before interest, taxes, depreciation and amortization);
(ii) net income; (iii) operating income;
(iv) earnings per Share; (v) book value per Share;
(vi) return on stockholders’ equity;
(vii) expense management; (viii) return on investment
before or after the cost of capital; (ix) improvements in
capital structure; (x) profitability of an identifiable
business unit or product; (xi) maintenance or improvement
of profit margins; (xii) stock price; (xiii) market
share; (xiv) revenues or sales; (xv) costs;
(xvi) cash flow; (xvii) working capital;
(xviii) changes in net assets (whether or not multiplied by
a constant percentage intended to represent the cost of
capital); and (xix) return on assets. The foregoing
criteria may relate to the Company, one or more of its
Affiliates or one or more of its divisions, units, minority
investments, partnerships, joint ventures, product lines or
products or any combination of the foregoing, and may be applied
on an absolute basis and/or be relative to one or more peer
group companies or indices, or any combination thereof, all as
the Committee shall determine. In addition, to the degree
consistent with Section 162(m) of the Code (or any
successor section thereto), the performance goals may be
calculated without regard to extraordinary items or accounting
changes. The maximum amount of a Performance-Based Award to any
Participant with respect to a fiscal year of the Company shall
be $5,000,000. The Committee shall determine whether, with
respect to a performance period, the applicable performance
goals have been met with respect to a given Participant and, if
they have, to so certify and ascertain the amount of the
applicable Performance-Based Award. No Performance-Based Awards
will be paid for such performance period until such
certification is made by the Committee. The amount of the
Performance-Based Award actually paid to a given Participant may
be less than the amount determined by the applicable performance
goal formula, at the discretion of the Committee. The amount of
the Performance-Based Award determined by the Committee for a
performance period shall be paid to the Participant at such time
as determined by the Committee in its sole discretion after the
end of such performance period; provided, however, that a
Participant may, if and to the extent permitted by the Committee
and consistent with the provisions of Section 162(m) of the
Code, elect prior to the commencement of the relevant services
to defer payment of a Performance-Based Award.




     
(c) Terms and Conditions of Restricted
Stock and Restricted Stock Units.




		
	 	     
    (i) Grant. Each grant of Restricted
    Stock and Restricted Stock Units shall be evidenced by an
    agreement in form approved by the Committee. The vesting of a
    Restricted Stock Award or Restricted Stock Unit granted under
    the Plan may be conditioned upon the completion of a specified
    period of employment with the Company or an Affiliate, upon
    attainment of specified performance goals, and/or upon such
    other criteria as the Committee may determine in its sole
    discretion.
    
	 
	 	     
    (ii) Receipt of Restricted Stock. As
    soon as practicable after an Award of Restricted Stock has been
    made to a Participant, there shall be registered in the name of
    such Participant or of a nominee the number of Shares of
    Restricted Stock so awarded. Except as provided in the
    applicable agreement, no Shares of Restricted Stock may be
    assigned, transferred or otherwise encumbered or disposed of by
    the Participant until such Shares have vested in accordance with
    the terms of such agreement. If and to the extent that the
    applicable agreement so provides, a Participant shall have the
    right to vote and receive dividends on the Shares of Restricted
    Stock granted to him or her under the Plan. Unless otherwise
    provided in the applicable agreement, any Shares received as a
    dividend on such Restricted Stock or in connection with a stock
    split of the Shares of Restricted Stock shall be subject to the
    same restrictions as the Restricted Stock.
    
	 
	 	     
    (iii) Payments Pursuant to Restricted
    Stock Units. Restricted Stock Units may not be assigned,
    transferred or otherwise encumbered or disposed of by the
    Participant until such Restricted Stock Units have vested in
    accordance with the terms of the applicable agreement. Upon the
    vesting of the Restricted Stock Unit (unless a Deferral Election
    has been made), certificates for Shares shall be delivered to
    the Participant or his legal representative on the last business
    day of the calendar quarter in which such vesting event occurs
    or as soon thereafter as practicable, in a number equal to the
    Shares covered by the Restricted Stock Unit. A Participant may
    elect to defer receipt of his certificates (a “Deferral
    Election”)
    










 


		
	 	
    beyond the vesting date for a specified period or
    until a specified event, subject to the Committee’s
    approval and to such terms as are determined by the Committee in
    its discretion, provided that any such Deferral Election is made
    at least one year (or such shorter period as may be determined
    by the Committee) prior to the date on which the Restricted
    Stock Unit would vest.
    
	 
	 	     
    (iv) Effect of Termination of Employment
    or Death. Upon a Termination of Employment by reason of
    death, Disability or Retirement after the first anniversary of
    the date of the Award of Restricted Stock or Restricted Stock
    Units, the Restricted Stock or Restricted Stock Units shall
    immediately vest in full and all restrictions on such Awards
    shall terminate. Upon a Termination of Employment for any reason
    other than death, Disability or Retirement, a Participant’s
    unvested Restricted Stock and Restricted Stock Units shall be
    forfeited. Notwithstanding the foregoing, the Committee may, in
    its sole discretion, either by prior written agreement with the
    Participant or upon the occurrence of a Termination of
    Employment, accelerate the vesting of unvested Restricted Stock
    or Restricted Stock Units held by the Participant if such
    Participant’s Termination of Employment is without
    “cause” (as such term is defined by the Committee in
    its sole discretion) by the Company.
    




 


		
	10.	
    Adjustments Upon Certain Events



     
Notwithstanding any other provisions in the Plan
to the contrary, the following provisions shall apply to all
Awards granted under the Plan:




		
	 	     
    (a) Generally. In the event of any
    change in the outstanding Shares after the Effective Date by
    reason of any Share dividend or split, reorganization,
    recapitalization, merger, consolidation, split-up, spin-off,
    combination or exchange of Shares or other corporate exchange,
    or any distribution to stockholders of Shares other than regular
    cash dividends, the Committee shall make such substitution or
    adjustment, if any, as it, in its sole discretion and without
    liability to any person, deems to be equitable to prevent
    substantial dilution or enlargement of the rights granted to
    Participants, as to (i) the number or kind of Shares or
    other securities issued or reserved for issuance pursuant to the
    Plan or pursuant to outstanding Awards, (ii) the Option
    Price and/or (iii) any other affected terms of such Awards.
    
	 
	 	     
    (b) Change in Control. In the event
    of a Change in Control, Awards granted under the Plan shall
    accelerate as follows: (i) each Option and Stock
    Appreciation Right shall become immediately vested and
    exercisable; provided, however, that if such Awards are
    not exercised prior to the date of the consummation of the
    Change in Control, the Committee, in its sole discretion and
    without liability to any person, may provide for (A) the
    payment of a cash amount in exchange for the cancellation of
    such Award and/or (B) the issuance of substitute Awards
    that will substantially preserve the value, rights and benefits
    of any affected Awards (previously granted hereunder) as of the
    date of the consummation of the Change in Control;
    (ii) restrictions on Awards of restricted shares shall
    lapse; and (iii) Other Stock-Based Awards shall become
    payable as if targets for the current period were satisfied at
    100%.
    




 


		
	11.	
    No Right to Employment



     
The granting of an Award under the Plan shall
impose no obligation on the Company or any Affiliate to continue
the employment of a Participant and shall not lessen or affect
the Company’s or Affiliate’s right to terminate the
employment of such Participant.



 


		
	12.	
    Successors and Assigns



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



 


		
	13.	
    Nontransferability of Awards



     
Except as provided in Section 7(h) of the
Plan, an Award shall not be transferable or assignable by the
Participant otherwise than by will or by the laws of descent and
distribution. During the lifetime of a



 








 




Participant, an Award shall be exercisable only
by such Participant. An Award exercisable after the death of a
Participant may be exercised by the legatees, personal
representatives or distributees of the Participant.
Notwithstanding anything to the contrary herein, the Committee,
in its sole discretion, shall have the authority to waive this
Section 13 or any part thereof (except with respect to
ISOs) to the extent that this Section 13 or any part
thereof is not required under the rules promulgated under any
law, rule or regulation applicable to the Company.




 


		
	14.	
    Amendments or Termination



     
The Board or the Committee may amend, alter or
discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which, (a) without the
approval of the stockholders of the Company, would (except as is
provided in Section 10 of the Plan), increase the total
number of Shares reserved for the purposes of the Plan or change
the maximum number of Shares for which Awards may be granted to
any Participant or (b) without the consent of a
Participant, would impair any of the rights or obligations under
any Award theretofore granted to such Participant under the
Plan; provided, however, that the Board or the Committee
may amend the Plan in such manner as it deems necessary to
permit the granting of Awards meeting the requirements of the
Code or other applicable laws. Notwithstanding anything to the
contrary herein, neither the Committee nor the Board may amend,
alter or discontinue the provisions relating to
Section 10(b) of the Plan after the occurrence of a Change
in Control.



 


		
	15.	
    International Participants



     
With respect to Participants who reside or work
outside the United States of America and who are not (and who
are not expected to be) “covered employees” within the
meaning of Section 162(m) of the Code (or any successor
section thereto), the Committee may, in its sole discretion,
amend the terms of the Plan or Awards with respect to such
Participants in order to conform such terms with the
requirements of local law.



 


		
	16.	
    Choice of Law



     
The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware.



 


		
	17.	
    Effectiveness of the Plan



     
The Plan, as amended and restated, shall be
effective as of April 27, 2004, upon its approval by the
stockholders at the 2004 Annual Meeting.