Exhibit 10.2

JANUS CAPITAL GROUP INC.

2005 Long Term Incentive Stock Plan

(As
amended and restated effective January 22, 2008)

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TABLE OF CONTENTS

|ARTICLE 1 HISTORY, EFFECTIVE DATE, OBJECTIVES AND DURATION |  | 1 
|---------------------------------------------------------- |  | --
|ARTICLE 2 DEFINITIONS                                      |  | 1 
|ARTICLE 3 ADMINISTRATION                                   |  | 8 
|ARTICLE 4 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS    |  | 10
|ARTICLE 5 ELIGIBILITY AND GENERAL CONDITIONS OF AWARDS     |  | 11
|ARTICLE 6 STOCK OPTIONS                                    |  | 14
|ARTICLE 7 STOCK APPRECIATION RIGHTS                        |  | 16
|ARTICLE 8 RESTRICTED SHARES                                |  | 17
|ARTICLE 9 BENEFICIARY DESIGNATION                          |  | 19
|ARTICLE 10 DEFERRALS                                       |  | 19
|ARTICLE 11 RIGHTS OF EMPLOYEES/DIRECTORS/CONSULTANTS       |  | 19
|ARTICLE 12 CHANGE OF CONTROL                               |  | 20
|ARTICLE 13 AMENDMENT, MODIFICATION AND TERMINATION         |  | 20
|ARTICLE 14 WITHHOLDING                                     |  | 21
|ARTICLE 15 SUCCESSORS                                      |  | 22
|ARTICLE 16 ADDITIONAL PROVISIONS                           |  | 22

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JANUS CAPITAL GROUP INC.  2005 LONG TERM INCENTIVE STOCK PLAN

ARTICLE
1

HISTORY,
EFFECTIVE DATE, OBJECTIVES AND DURATION

1.1History.    Janus Capital Group, Inc., a Delaware corporation (the "Company"), has established the Janus
Capital Group 2005 Long Term Incentive Stock Plan, as set forth herein, and as the same may be amended from time to time (the "Plan").

1.2Objectives of the Plan.    The Plan is intended to allow employees, directors and consultants of the Company
and its Subsidiaries to acquire or increase equity ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf of the
Company, and to assist the Company and its Subsidiaries in attracting new employees, directors and consultants and retaining existing employees, directors and consultants. The Plan also is intended to
optimize the profitability and growth of the Company through incentives which are consistent with the Company's goals; to provide employees, directors and consultants with an incentive for excellence
in individual performance; and to promote teamwork among employees, directors and consultants.

1.3Duration of the Plan.    The Plan shall commence on the Effective Date and shall remain in effect, subject to
the right of the Board to amend or terminate the Plan at any time pursuant to Article 13 hereof, until the earlier of (a) all Shares subject to the Plan have been purchased or acquired
according to the Plan's provisions or (b) the tenth anniversary of its Effective Date. No Awards shall be granted under the Plan after such termination date.

ARTICLE
2

DEFINITIONS

Whenever
used in the Plan, the following terms shall have the meanings set forth below:

2.1   "Article" means an Article of the Plan.

2.2   "Award" means Options (including Incentive Stock Options), Restricted Shares (awarded as Shares or Share Units), stock
appreciation rights (SARs), Shares or Dividend Equivalents granted under the Plan.

2.3   "Award Agreement" means the written agreement by which an Award shall be evidenced.

2.4   "Board" means the board of directors of the Company.

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2.5   "Cause" means, unless otherwise defined in an Award Agreement or any other agreement between the Grantee and the Company
or a Subsidiary,



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2.6   "Change of Control" shall, unless otherwise defined in the Award Agreement, be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have occurred:



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Notwithstanding
(a), (b) and (c) above, that for each Award subject to Section 409A of the Code, a Change of Control shall be deemed to have occurred under this Plan
with respect to such Award only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed
to have occurred under Section 409A of the Code.

2.7   "Change of Control Value" means the Fair Market Value of a Share on the date of a Change of Control.

2.8   "Code" means the Internal Revenue Code of 1986, as amended from time to time, and regulations and rulings thereunder.
References to a particular section of the Code include references to successor provisions of the Code or any successor code.

2.9   "Committee" has the meaning set forth in Article 3.

2.10 "Common Stock" means the common stock, $.01 par value, of the Company.

2.11 "Company" has the meaning set forth in Section 1.1.

2.12 "Covered Employee" means a Grantee who, as of the date that the value of an Award is recognizable as taxable income, is
one of the group of "covered employees," within the meaning of Code Section 162(m).

2.13 "Disability" means that a Grantee (i) is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which an be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by
reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or a Subsidiary of the Company.

2.14 "Disqualifying Disposition" has the meaning set forth in Section 6.4.

2.15"Dividend Equivalents"has the meaning set forth in Section 11.3.

2.16 "Effective Date" shall mean the later of (a) the date that the Plan was adopted by the Board and (b) the
date the Plan was approved by stockholders of the Company.

2.17 "Eligible Person" means (i) any employee (including any officer) of the Company or any Subsidiary, including any
such employee who is on an approved leave of

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absence,
layoff, or has been subject to a disability which does not qualify as a Disability, (ii) any director of the Company or any Subsidiary and (iii) any person performing services
for the Company or a Subsidiary in the capacity of a consultant or otherwise.

2.18 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. References to a particular
section of the Exchange Act include references to successor provisions.

2.19 "Fair Market Value" means (A) with respect to any property other than Shares, the fair market value of such
property determined by such methods or procedures as shall be established from time to time by the Committee, and (B) with respect to Shares, unless otherwise determined by the Committee, as of
any date, (i) the average of the high and low trading prices on the date of determination on the New York Stock Exchange (or, if no sale of Shares was reported for such date, on the next
preceding date on which a sale of Shares was reported); (ii) if the Shares are not listed on the New York Stock Exchange, the average of the high and low trading prices of the Shares on such
other national exchange on which the Shares are principally traded or as reported by the National Market System, or similar organization, or if no such quotations are available, the average of the
high bid and low asked quotations in the over-the-counter market as reported by the National Quotation Bureau Incorporated or similar organizations; or (iii) in the
event that there shall be no public market for the Shares, the fair market value of the Shares as determined by the Committee.

2.20 "Freestanding SAR" means an SAR that is granted independently of any other Award.

2.21 "Grant Date" has the meaning set forth in Section 5.2.

2.22 "Grantee" means an individual who has been granted an Award.

2.23 "Incentive Stock Option" means an option granted under Article 6 of the Plan that is intended to meet the
requirements of Section 422 of the Code or any successor provisions thereto.

2.24 "including" or "includes" means "including, without limitation," or
"includes, without limitation," respectively.

2.25"Management Committee"has the meaning set forth in Article 3.

2.26 "Option" means an option granted under Article 6 of the Plan.

2.27"Outside Director"means a member of the Board who is not an employee of the Company or any Subsidiary and who meets the
other requirements to be an outside director (as that term is defined for purposes of the regulations under Code section 162(m).

2.28 "Performance-Based Exception" means the performance-based exception from the tax deductibility limitations of Code
Section 162(m).

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2.29 "Performance Measures" means the criteria and objectives, determined by the Committee, which must be met during the
applicable Performance Period as a condition of the Participant's receipt of payment with respect to an Award. Unless and until the Committee proposes for stockholder vote and stockholders approve a
change in the general performance measures set forth in this section, with respect to Covered Employees, performance measures may include any or all of the following or any combination thereof:
(a) stock price; (b) market share; (c) sales (gross or net); (d) asset quality; (e) non-performing assets; (f) earnings per share;
(g) return on equity; (h) costs; (i) operating income; (j) net income; (k) marketing-spending efficiency; (l) return on operating assets; (m) return on
assets; (n) core non-interest income; (o) fund performance; (p) pre-tax margin; (q) pre-tax income; (r) levels of cost savings;
(s) operating margin; and/or (t) flows into Janus products (gross or net). Any of the foregoing performance measures may be applied, as determined by the Committee, in respect of the
Company or any of its Subsidiaries, affiliates, business units or divisions and/or the Company's or any of its Subsidiaries', affiliate's, business unit's or division's worldwide, regional or country
specific operations (or any combination of the foregoing). Performance measures shall specify whether they are to be measured relative to budgeted or other internal goals, operations, performance or
results of the Company and/or any of its Subsidiaries, affiliates, business units or divisions, or relative to the performance of one or more peer groups of the Company and/or any of its Subsidiaries,
affiliates, business units or divisions, with the composition of any such peer groups to be determined by the Committee at the time the performance measure is established. Performance measures may be
stated in the alternative or in combination. The Committee shall have the right but not the obligation to make adjustments to a performance measure to take into account any unusual or extraordinary
events, to the extent not inconsistent with the requirements of the Performance-Based Exception. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter
the governing performance measures without obtaining stockholder approval of such changes, and still qualify for the Performance-Based Exception, the Committee shall have sole discretion to make such
changes without obtaining stockholder approval.

2.30"Performance Period"means the time period during which the Performance Measures must be met.

2.31 "Period of Restriction" means the period during which the transfer of Restricted Shares is limited in some way (the
length of the period being based on the passage of time, the achievement of Performance Measures, or upon the occurrence of other events as determined by the Committee), and the Shares are subject to
a substantial risk of forfeiture, as provided in Article 8.

2.32 "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof.

2.33 "Plan" has the meaning set forth in Section 1.1.

2.34"Plan Committee"has the meaning set forth in Article 3.

2.35 "Required Withholding" has the meaning set forth in Article 14.

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2.36 "Restricted Shares" means Shares or Share Units that are subject to forfeiture if the Grantee does not satisfy the
conditions specified in the Award Agreement applicable to such Shares or Share Units.

2.37 "Retirement" means, for any Grantee who is a director or employee of the Company or any Subsidiary, (A) for any
Award other than a Share Unit, a Termination of Affiliation by the Grantee upon having both attained age fifty-five (55) and completed at least ten (10) years of service with
the Company or a Subsidiary, and (B) for any Share Unit, the Participant having both attained age fifty-five (55) and completed at least ten (10) years of service with
the Company or a Subsidiary.

2.38 "Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange Act, as
amended from time to time, together with any successor rule, as in effect from time to time.

2.39 "SAR" means a stock appreciation right.

2.40 "SEC" means the United States Securities and Exchange Commission, or any successor thereto.

2.41 "Section" means, unless the context otherwise requires, a Section of the Plan.

2.42 "Section 16 Person" means a person who is subject to potential liability under Section 16(b) of the 1934
Act with respect to transactions involving equity securities of the Company.

2.43 "Share" means a share of Common Stock.

2.44"Share Unit"means a bookkeeping entry representing the equivalent of one share of Common Stock that is payable in the
form of Common Stock, cash, or any combination of the foregoing.

2.45 "Strike Price" of any SAR shall equal, for any Tandem SAR (whether such Tandem SAR is granted at the same time as or
after the grant of the related Option), the option price of such Option, or for any other SAR, 100% of the Fair Market Value of a Share on the Grant Date of such SAR; provided that the Committee may
specify a higher Strike Price in the Award Agreement.

2.46 "Subsidiary" means a United States or foreign corporation or limited liability company, partnership or other similar
entity with respect to which the Company owns, directly or indirectly, 50% or more of the Voting Power of such corporation, limited liability company, partnership or other similar entity

2.47 "Tandem SAR" means an SAR that is granted in connection with a related Option, the exercise of which shall require
cancellation of the right to purchase a Share under the related Option (and when a Share is purchased under the related Option, the Tandem SAR shall similarly be canceled).

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2.48 "Termination of Affiliation" occurs on the first day on which an individual is for any reason no longer an employee,
director or consultant of the Company or any Subsidiary, or with respect to an individual who is an employee or director of, or consultant to, a corporation which is a Subsidiary, the first day on
which such corporation ceases to be a Subsidiary; provided, however, that for each Award subject to Section 409A of the Code, a Termination of Affiliation shall be deemed to have occurred under
this Plan with respect to such award on the first day on which an individual has experienced a "separation from service" within the meaning of Section 409A of the Code.

2.49 "10% Owner" means a person who owns capital stock (including stock treated as owned under Section 424(d) of the
Code) possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or any Subsidiary.

2.50 "Voting Power" means the combined voting power of the then-outstanding securities of a corporation entitled
to vote generally in the election of directors.

ARTICLE
3

ADMINISTRATION

3.1Committee.



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3.2Powers of Committee.

Subject
to the express provisions of the Plan, the Committee has full and final authority and sole discretion as follows:



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All
determinations on all matters relating to the Plan or any Award Agreement may be made in the sole and absolute discretion of the Committee, and all such determinations of the
Committee shall be final, conclusive and binding on all Persons. No member of the Committee shall be liable for any action or determination made with respect to the Plan or any Award.

ARTICLE
4

SHARES
SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1Number of Shares Available for Grants.    Subject to adjustment as provided in Section 4.2, the number
of Shares hereby reserved for issuance under the Plan shall be 15,000,000. No more than 5,000,000 of the shares reserved for issuance pursuant to the preceding sentence shall be issued as restricted
stock, restricted stock units or stock awards. Notwithstanding anything herein to the contrary, all Shares subject to a SAR award that are settled in Shares shall be counted in full against the number
of shares reserved for issuance under the Plan. The number of Shares for which Awards may be granted to any Grantee on any Grant Date, when aggregated with the number of Shares for which Awards have
previously been granted to such Grantee in the same calendar year, shall not exceed one percent (1%) of the total Shares outstanding as of such Grant Date; provided, however, that the total number of
Shares for which Awards may be
granted to any Grantee in any calendar year shall not exceed 2,000,000. For purposes of determining the maximum for a Grantee under the preceding sentence, any Award of Shares that the Grantee
receives under the Company's Employment Inducement Award Plan shall be treated as if it were an Award of Shares under this Plan. Determinations made in respect of the limitation set forth above shall
be made in a manner consistent with Section 162(m) of the Code. If any Shares subject to an Award granted hereunder are forfeited, terminated, expired or canceled or such Award otherwise
terminates without the issuance of such Shares or of other consideration in lieu of such Shares, the Shares subject to such Award, to the extent of any such forfeiture, termination, expiration or
cancellation shall again be available for grant under the Plan (without a charge against the aggregate number of Shares available for issuance hereunder). The Committee may from time to time determine
the appropriate methodology for calculating the number of Shares (i) issued pursuant to the Plan, and (ii) granted to any Grantee pursuant to the Plan. Shares issued pursuant to the Plan
may be treasury Shares or newly-issued Shares.

4.2Adjustments in Authorized Shares.    In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, subdivision,

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consolidation
or reduction of capital, reorganization, merger, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange of
Shares or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares
(or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, cancel an outstanding Award, in
exchange for, if deemed appropriate, a cash payment to the holder of an outstanding Award or the substitution of other property for Shares subject to an outstanding Award; provided, in each case that
with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such adjustment
would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; andprovided further, that with respect to
Options and SARs, such adjustment shall be made in accordance with the provisions of Section 424(h) of the Code; and,provided further, that the
number of Shares subject to any Award denominated in Shares shall always be a whole number.

ARTICLE
5

ELIGIBILITY
AND GENERAL CONDITIONS OF AWARDS

5.1Eligibility.    The Committee may grant Awards to any Eligible Person, whether or not he or she has previously
received an Award.

5.2Grant Date.    The Grant Date of an Award shall be the date on which the Committee grants the Award or such
later date as specified by the Committee.

5.3Maximum Term.    Except with respect to an Option Award, the term during which an Award may be outstanding
shall under no circumstances extend more than 10 years after the Grant Date, and shall be subject to earlier termination as herein provided.

5.4Award Agreement.    To the extent not set forth in the Plan, the terms and conditions of each Award (which need
not be the same for each grant or for each Grantee) shall be set forth in an Award Agreement.

5.5Restrictions on Share Transferability.    The Committee may impose such restrictions on any Shares acquired
pursuant to the exercise or vesting of an Award as it may deem advisable, including restrictions under applicable federal securities laws.

5.6Termination of Affiliation.    Except as otherwise provided by the Committee or in the applicable Award
Agreement, and subject to the provisions of Article 12, the extent to which the Grantee shall have the right to exercise, vest in, or receive payment in respect of an Award following
Termination of Affiliation shall be determined in accordance with the following provisions of this Section 5.6.

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5.7Nontransferability of Awards.



5.8Cancellation and Rescission of Awards.    Unless the Award Agreement specifies otherwise, the Committee may
cancel, rescind, suspend, withhold, or otherwise limit or restrict any unexercised Award at any time if the Grantee is not in compliance with all applicable provisions of the Award Agreement and the
Plan or if the Grantee has a Termination of Affiliation for Cause.

5.9Loans and Guarantees.    The Committee may, subject to applicable law, (i) allow a Grantee to defer
payment to the Company of all or any portion of the option price of an Option or the purchase price of Restricted Shares, or (ii) cause the Company to loan to the

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Grantee,
or guarantee a loan from a third party to the Grantee for, all or any portion of the option price of an Option or the purchase price of Restricted Shares or all or any portion of any taxes
associated with the exercise of, nonforfeitability of, or payment of benefits in connection with, an Award. Any such payment deferral, loan or guarantee by the Company shall be on such terms and
conditions as the Committee may determine. Notwithstanding the foregoing, the Company shall not loan to the Grantee, or guarantee a loan from a third party to the Grantee, as described in the
preceding sentence, if such loan is prohibited under Section 402 of the Sarbanes-Oxley Act of 2002, as may be amended.

ARTICLE
6

STOCK
OPTIONS

6.1Grant of Options.    Subject to the terms and provisions of the Plan, Options may be granted to any Eligible
Person in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee. Without in any manner limiting the generality of the foregoing and in a
manner intended to comply with Section 409A of the Code, the Committee may grant to any Eligible Person, or permit any Eligible Person to elect to receive, an Option in lieu of or in
substitution for any other compensation (whether payable currently or on a deferred basis, and whether payable under this Plan or otherwise) which such Eligible Person may be eligible to receive from
the Company or a Subsidiary.

6.2Award Agreement.    Each Option grant shall be evidenced by an Award Agreement that shall specify the option
price, the option term, the number of shares to which the Option pertains, the time or times at which such Option shall be exercisable and such other provisions as the Committee shall determine. In no
event shall the Option be exercisable for a period of more than seven (7) years from its Grant Date, provided that it may be subject to earlier termination as provided herein or in the
applicable Award Agreement.

6.3Option Price.    The option price of an Option under this Plan shall be determined by the Committee, and shall
be equal to or more than 100% of the Fair Market Value of a Share on the Grant Date; provided, however, that any Option that is (x) granted to a Grantee in connection with the acquisition
("Acquisition"), however effected, by the Company of another corporation or entity ("Acquired Entity") or the assets thereof, (y) associated with an option to purchase shares of stock of the
Acquired Entity or an affiliate thereof ("Acquired Entity Option") held by such Grantee immediately prior to such Acquisition, and (z) intended to preserve for the Grantee the economic value of
all or a portion of such Acquired Entity Option ("Substitute Option") may, to the extent necessary to achieve such preservation of economic value, be granted with an option price that is less than
100% of the Fair Market Value of a Share on the Grant Date, provided that such grant is made in a manner that will not result in the Substitute Option being subject to the requirements of
Section 409A of the Code.

6.4Grant of Incentive Stock Options.    At the time of the grant of any Option, the Committee may designate that
such Option shall be made subject to additional restrictions to permit it to qualify as an "incentive stock option" under the requirements of Section 422 of the

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Code.
Any Option designated as an Incentive Stock Option shall, to the extent required by Section 422 of the Code:



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Any
Option designated as an Incentive Stock Option shall also require the Grantee to notify the Committee of any disposition of any Shares issued pursuant to the exercise of the
Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) (any such circumstance, a "Disqualifying Disposition"),
within 10 days of such Disqualifying Disposition.

Notwithstanding
Section 3.2(e), the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether or not an Incentive Stock Option),
take any action necessary to prevent such Option from being treated as an Incentive Stock Option.

6.5Payment.    Options granted under this Article 6 shall be exercised by the delivery of a written notice
of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following
means subject to the approval of the Committee:



If
any Restricted Shares ("Tendered Restricted Shares") are used to pay the option price, a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted
Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the Option.

ARTICLE
7

STOCK
APPRECIATION RIGHTS

7.1Grant of SARs.    Subject to the terms and conditions of the Plan, SARs may be granted to any Eligible Person
at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination thereof. The Committee shall determine the number
of SARs granted to each Grantee (subject to Article 4), the Strike Price thereof, and, consistent with Section 7.2 and the other provisions of the Plan, the other terms and conditions
pertaining to such SARs. The Strike Price shall be

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determined
by the Committee, and shall be equal to or more than 100% of the Fair Market Value of a Share on the Grant Date; provided, however, that any Option that is (x) granted to a Grantee
in connection with the acquisition ("Acquisition"), however effected, by the Company of another corporation or entity ("Acquired Entity") or the assets thereof, (y) associated with an option to
purchase shares of stock of the Acquired Entity or an affiliate thereof ("Acquired Entity Option") held by such Grantee immediately prior to such Acquisition, and (z) intended to preserve for
the Grantee the economic value of all or a portion of such Acquired Entity Option ("Substitute Option") may, to the extent necessary to achieve such preservation of economic value, be granted with an
option price that is less than 100% of the Fair Market Value of a Share on the Grant Date, provided that such grant is made in a manner that will not result in the Substitute Option being subject to
the requirements of Section 409A of the Code.

7.2Exercise of Tandem SARs.    Tandem SARs may be exercised for all or part of the Shares subject to the related
Award upon the surrender of the right to exercise the equivalent portion of the related Award. A Tandem SAR may be exercised only with respect to the Shares for which its related Award is then
exercisable. Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR, (i) the Tandem SAR will expire no later than the expiration of the underlying
Option; (ii) the value of the payout with respect to the Tandem SAR may be for no more than 100% of the difference between the option price of the underlying Option and the Fair Market Value of
the Shares subject to the underlying Option at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the
Option exceeds the option price of the Option.

7.3Payment of SAR Amount.    Upon exercise of an SAR, the Grantee shall be entitled to receive payment from the
Company in an amount determined by multiplying:



by



provided
that the Committee may provide in the Award Agreement that the benefit payable on exercise of an SAR shall not exceed such percentage of the Fair Market Value of a Share on the Grant Date as
the Committee shall specify. As provided by the Committee in the Award Agreement, the payment upon exercise of a Freestanding SAR or Tandem SAR shall either be in Shares which have an aggregate Fair
Market Value (as of the date of exercise of the SAR) equal to the amount of the payment or cash.

ARTICLE
8

RESTRICTED
SHARES

8.1Grant of Restricted Shares.    Subject to the terms and provisions of the Plan, the Committee, at any time and
from time to time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.

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8.2Award Agreement.    Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify
the period(s) of restriction, the number of Restricted Shares granted, and such other provisions as the Committee shall determine including, with respect to each Restricted Share that is also a Share
Unit, the time and form of payment of such Restricted Share; provided, however, that with respect to Restricted Shares that are also Share Units, if such Share Units would be subject to
Section 409A of the Code, the provisions of such Share Unit shall comply with the requirements set forth in Section 409A of the Code.

8.3Restrictions.The Committee may impose such conditions and/or restrictions on any Restricted Shares granted
pursuant to the Plan as it may deem advisable, including restrictions based upon the achievement of Performance Measures, the achievement of individual performance goals, time-based
restrictions on vesting, and/or restrictions under applicable securities laws. If vesting conditions relate exclusively to the passage of time and continued employment, then, except for grants to
newly hired employees or newly engaged consultants or directors, such time period shall not be less than 36 months, with 1/3 of the Award vesting every 12 months from the
date of the Award, subject to Article 12 and Sections 5.6 and 8.4 of the Plan.

8.4Retirement.Unless otherwise provided by the Committee, the Grantee's Restricted Shares shall become
nonforfeitable upon the Grantee having both attained age fifty-five (55) and completed at least ten (10) years of service with the Company or a Subsidiary; provided, however,
that, notwithstanding anything to the contrary contained in Section 5.7, such Shares that become nonforfeitable pursuant to this provision shall be nontransferable until the Grantee's
Retirement.

8.5Consideration.    The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted
Shares. Such payment shall be made in full by the Grantee before the delivery of the shares or share units and in any event no later than 10 business days after the Grant Date for such shares or share
units.

8.6Effect of Forfeiture.    If Restricted Shares are forfeited, and if the Grantee was required to pay for such
shares or share units or acquired such Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company at a price equal to the lesser
of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of a Share or Share Unit on the date of such forfeiture. The Company shall pay to the
Grantee the required amount as soon as is administratively practical. Such Restricted Shares shall cease to be outstanding, and shall no longer confer on the Grantee thereof any rights as a
stockholder of the Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts the Company's tender of payment for such Restricted Shares.

8.7Escrow; Legends.    The Committee may provide that the certificates for any Restricted Shares (x) shall
be held (together with a stock power executed in blank by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares become nonforfeitable or are forfeited and/or
(y) shall bear an appropriate legend restricting the transfer of such Restricted Shares. If any Restricted Shares become nonforfeitable, the Company shall cause any certificates for such Shares
to be issued without such legend.

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ARTICLE
9

BENEFICIARY
DESIGNATION

Each
Grantee under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid
in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Grantee, shall be in a form prescribed by the
Company, and will be effective only when filed by the Grantee in writing with the Company during the Grantee's lifetime. In the absence of any such designation, benefits remaining unpaid at the
Grantee's death shall be paid to the Grantee's estate.

ARTICLE
10

DEFERRALS

The
Committee may require or permit Grantees to elect to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the exercise of an
Option or SAR or the lapse or waiver of restrictions with respect to Restricted Shares under such rules and procedures as established under the Plan or such other rules and procedures as the Committee
shall establish; provided, however, to the extent that such deferral is subject to Section 409A of the Code the rules and procedures established by the Committee shall comply with
Section 409A of the Code. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Grantee upon the
Grantee's Termination of Affiliation.

ARTICLE
11

RIGHTS
OF EMPLOYEES/DIRECTORS/CONSULTANTS

11.1Employment.    Nothing in the Plan shall interfere with or limit in any way the right of the Company to
terminate any Grantee's employment, directorship or consultancy at any time, nor confer upon any Grantee the right to continue in the employ or as a director or consultant of the Company.

11.2Participation.    No employee, director or consultant shall have the right to be selected to receive an Award
under the Plan or, having been so selected, to be selected to receive a future Award.

11.3Dividend Equivalents.Subject to the provisions of the Plan and any Award, the recipient of an Award
(including any Award deferred in accordance with procedures established pursuant to Article 10) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis,
cash, stock or other property dividends, or cash payments in amounts equivalent to cash, property, or other property dividends on shares of Common Stock ("Dividend Equivalents") with respect to the
number of shares of Common Stock covered by the Award, as determined by the Committee, in its sole discretion, and the

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Committee
may provide that such amounts (if any) shall be deemed to have been reinvested in additional shares or otherwise reinvested; provided, however, that if such payment of dividends or Dividend
Equivalents would be subject to Section 409A of the Code, no such payment may be made if it would fail to comply with the requirements set forth in Section 409A of the Code.

ARTICLE
12

CHANGE
OF CONTROL

12.1General Rules.Except as otherwise provided in an Award Agreement, if a Change of Control occurs, then:



12.2409A Exception.With respect to each Award that is subject to Section 409A of the Code, if a Change
in Control would have occurred under the Plan pursuant to the definition in Section 2.6 except that such Change in Control does not constitute a change in the ownership or effective control of
the Company or a change in the ownership of a substantial portion of the assets of the Company under Section 409A, then each such Award shall become vested and non-forfeitable;
provided, however, that the Grantee shall not be able to exercise the Award, and the Award shall not become payable, except in accordance with the terms of such Award or until such earlier time as the
exercise and/or payment complies with Section 409A of the Code.

ARTICLE
13

AMENDMENT,
MODIFICATION AND TERMINATION

13.1Amendment, Modification, and Termination.    Subject to the terms of the Plan, the Board may at any time and
from time to time, alter, amend, suspend or terminate the Plan in whole or in part. To the extent applicable and required by Code Sections 162(m) or 422 or the rules of the New York Stock
Exchange (or such other exchange upon which the Company lists its shares for trading) or any other applicable law, rule or regulation, no amendment and no transaction that would constitute a repricing
shall be effective unless approved by the Company's stockholders. The Board may delegate to the Plan Committee any or all of the authority of the Board under Section 13.1 to alter, amend,
suspend or terminate the Plan.

13.2Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.    The Committee may make
adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4.2) affecting the
Company or the financial statements of the

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Company
or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan; provided that no such adjustment shall be authorized to the extent that such authority would be inconsistent with the
Plan's meeting the requirements of the Performance-Based Exception.

13.3Awards Previously Granted.    Notwithstanding any other provision of the Plan to the contrary, no termination,
amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Grantee of such Award.

ARTICLE
14

WITHHOLDING

14.1Withholding.



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14.2Notification under Code Section 83(b).    If the Grantee, in connection with the exercise of any
Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include in such Grantee's gross income in the year of transfer the amounts specified
in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in
addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time
thereafter prior to such an election being made, prohibit a Grantee from making the election described above.

ARTICLE
15

SUCCESSORS

All
obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.

ARTICLE
16

ADDITIONAL
PROVISIONS

16.1Gender and Number.    Except where otherwise indicated by the context, any masculine term used herein also
shall include the feminine, the plural shall include the singular and the singular shall include the plural.

16.2Severability.    If any part of the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a
manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

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16.3Requirements of Law.    The granting of Awards and the issuance of Shares under the Plan shall be subject to
all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required. Notwithstanding any provision of the Plan or any Award, Grantees
shall not be entitled to exercise, or receive benefits under, any Award, and the Company shall not be obligated to deliver any Shares or other benefits to a Grantee, if such exercise or delivery would
constitute a violation by the Grantee or the Company of any applicable law or regulation.

16.4Securities Law Compliance.



16.5No Rights as a Stockholder.    A Grantee shall not have any rights as a stockholder of the Company with
respect to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such shares have been delivered to him or her. Restricted Shares, whether
held by a Grantee or in escrow by the Secretary of the Company, shall confer on the Grantee all rights of a stockholder of the Company, except as otherwise provided in the Plan or Award Agreement. At
the time of a grant of Restricted Shares, the Committee may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Restricted
Shares. Stock dividends and deferred cash dividends issued with respect to Restricted Shares shall be subject to the same restrictions and other terms as apply to the Restricted Shares with respect to
which such dividends are issued. The Committee may provide for payment of interest on deferred cash dividends.

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16.6Nature of Payments.    Awards shall be special incentive payments to the Grantee and shall not be taken into
account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement,
profit-sharing, bonus, insurance or other employee benefit plan of the Company or any Subsidiary or (b) any agreement between (i) the Company or any Subsidiary and (ii) the
Grantee, except as such plan or agreement shall otherwise expressly provide.

16.7Governing Law.    The Plan, and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Delaware other than its laws respecting choice of law.

16.8Code Section 409A Compliance.    Notwithstanding any provision of the Plan, to the extent that any
Award would be subject to Section 409A of the Code, no such Award may be granted if it would fail to comply with the requirements set forth in Section 409A of the Code. To the extent
that the Committee determines that the Plan or any Award is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, notwithstanding
anything to the contrary contained in the Plan or in any Award Agreement, the Committee, reserves the right to amend or terminate the Plan and/or amend, restructure, terminate or replace the Award in
order to cause the Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.

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