**Exhibit10.49**

**WYETH**

**2002 STOCK INCENTIVE PLAN**

(Approved by stockholders on April 25, 2002 and as amended by the Board of Directors through November 16, 2006) 

**Section 1. Purpose.**The purpose of the 2002 Stock Incentive Plan (the “Plan”) is to provide favorable opportunities for officers and other key employees of Wyeth (the “Company”) and itssubsidiaries to acquire shares of Common Stock of the Company or to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for these employees to contribute to the future success and prosperity of theCompany, thus enhancing the value of the stock for the benefit of the stockholders, and increase the ability of the Company to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth andprofitability depend. 

Pursuant to the Plan, options to purchase the Company’s Common Stock (“Options”) and StockAppreciation Rights may be granted and Restricted Stock may be awarded by the Company. Options granted under the Plan may be either incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the“Code”), or options which do not meet the requirements of said Section 422(b) of the Code, herein referred to as non-qualified stock options. 

It is intended, except as otherwise provided herein, that incentive stock options may be granted under the Plan and that such incentive stock options shall conform to the requirements of Section 422 and 424 ofthe Code and to the provisions of this Plan and shall otherwise be as determined by the Committee (as hereinafter defined) and, to the extent provided in the last sentence of Section 2 hereof, approved by the Board of Directors. The terms“subsidiaries” and “subsidiary corporation” shall have the meanings given to them by Section 424 of the Code. All section references to the Code in this Plan are intended to include any amendments or substitutions thereforsubsequent to the adoption of the Plan. 

**Section 2. Administration.** The Plan shall be administered by a Compensation andBenefits Committee (the “Committee”) consisting of two or more members of the Board of Directors of the Company, each of whom shall be (i) a “non-employee director” within the meaning of Rule 16b-3 under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), and (ii) an “outside director” within the meaning of Section 162(m) of the Code. The Committee shall have full authority to grant Options and Stock AppreciationRights, and make Restricted Stock awards, to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations ofmanagement. The decisions of the Committee shall be binding and conclusive for all purposes and upon all persons unless and except to the extent that the Board of Directors of the Company shall have previously directed that all or specified types ofdecisions of the Committee shall be subject to approval by the Board of Directors. Notwithstanding the foregoing and anything else in the Plan to the contrary, the Committee, in its sole discretion, may delegate the Committee’s authority andduties under the Plan to the Chief Executive Officer of the Company, or to any other committee to the extent permitted under Delaware law, under such conditions and limitations as the Board of Directors or the Committee may from time to timeestablish, except that only the Committee may make any determinations regarding awards to participants who are subject to Section 16 of the Exchange Act. 

**Section 3. Number of Shares.** The total number of shares which may be sold or awarded under the Plan and with respect to which Stock Appreciation Rights may be exercised shall not exceed 65,000,000 sharesof the Company’s Common Stock. The total number of shares which may be sold or awarded under the Plan to any optionee (hereinafter defined), including shares for which Stock Appreciation Rights may be exercised, shall not exceed 10% of suchnumber, as and if adjusted, over the life of the Plan. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares with respect to which Options or Stock AppreciationRights are not exercised prior to termination of the Option and shares that are part of a Restricted Stock award which are forfeited before the restrictions lapse shall be available for Options and Stock Appreciation Rights thereafter granted andfor Restricted Stock thereafter awarded under the Plan, to the fullest extent permitted by Rule 16b-3 under the Exchange Act (if applicable at the time). 

**Section 4. Participation.** The Committee may, from time to time, select and grant Options andStock Appreciation Rights to officers (whether or not directors) and other key employees of the Company and its subsidiaries (“optionees”) and award Restricted Stock to officers (whether or not directors) and other key employees of theCompany and its subsidiaries and shall determine the number of shares subject to each Option or award. 

**Section 5. Terms andConditions of Options.** The terms and conditions of each Option and each Stock Appreciation Right shall be set forth in an agreement or agreements between the Company and the optionee. Such terms and conditions shall include the following as wellas such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Committee: 

(a) **Number of Shares.** Thenumber of shares subject to the Option. 

(b) **Option Price**. The option price per share (the “Option Price”), shall not beless than 100% of the Fair Market Value of a share of the Company’s Common Stock on the date the Option is granted. Fair Market Value of the Common Stock as of any date, shall be deemed to be the closing price of the Common Stock on theConsolidated Transaction Reporting System on such date or if such date is not a trading day, on the most recent trading day prior to such date. Once granted, except as provided in Section 8, the Option Price of outstanding Options may not bereduced, whether by repricing exchange or otherwise. 

(c) **Date of Grant.** Subject to previous directions of the Board of Directorspursuant to the third sentence of Section 2, the date of grant of an Option shall be the date when the Committee meets and awards such Option. 

(d) **Payment.** The Option Price multiplied by the number of shares to be purchased by exercise of the Option shall be paid upon the exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregateOption Price shall be payable by delivering to the Company (i) cash equal to such aggregate Option Price, (ii) shares of the Company’s Common Stock owned by the grantee having a fair market value on the day the Company’s CommonStock is quoted on the Consolidated Transaction Reporting System immediately preceding the date of exercise (determined in accordance with Section 5(b) or as otherwise permitted by the Committee) at least equal to such aggregate Option Price,(iii) a combination of any of the above methods which total to such aggregate Option Price, or (iv) any other form of consideration which has been approved by the Committee, including under any approved cashless exercise mechanism; andpayment of such aggregate Option Price by any such means shall be made and received by the Company prior to the delivery of the shares as to which the Option was exercised. The right to deliver in full or partial payment of such Option Price anyconsideration other than cash shall be limited to such frequency as the Committee shall determine in its absolute discretion. A holder of an Option shall have none of the rights of a stockholder until the shares are issued to him or her; providedthat if an optionee exercises an Option and the appropriate purchase price is received by the Company in accordance with this Section 5(d) prior to any dividend record date, such optionee shall be entitled to receive the dividends which wouldbe paid on the shares subject to such exercise if such shares were outstanding on such record date. 

(e) **Term of Options.** EachOption granted pursuant to the Plan shall be for the term specified in the applicable option agreement (the “Option Agreement”) subject to earlier termination in all cases as provided in paragraph (g) of this Section. 

(f) **Exercise of Option.** Options granted under the Plan may be exercised during the period and in accordance with the conditions set forth in thePlan and the applicable Option Agreement; provided, however, that (i) no option granted under the Plan may be exercisable earlier than the later of (A) one year from the date of grant or (B) the date on which the optionee completestwo years of continuous employment with the Company or one or more of its subsidiaries, and (ii) in the event of an optionee’s death, Retirement (as defined below) or Disability (as defined below), any options held by such optionee shallbecome exercisable on his or her Retirement date, the date his or her employment terminates on account of Disability or the date of his or her death provided he or she has been in the continuous employment of the Company or one or more of itssubsidiaries for at least two years at such time. No Option may be exercised after it is terminated as provided 

 

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in paragraph (g) of this Section, and no Option may be exercised unless the optionee is then employed by the Company or any of its subsidiaries andshall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option, except (x) as provided in paragraph (g) of this Section, and (y) in the case of theoptionee’s Retirement or Disability (in which case the optionee may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination or such shorter period as may be provided in the Option Agreement) ordeath (in which case the Option may be exercised by the optionee’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option to the extent the optionee was entitled toexercise it at the time of his or her death). As used herein, “Retirement” shall mean termination of the optionee’s full-time employment on or after the earliest retirement age under any qualified retirement plan of the Company or itssubsidiaries which covers the optionee, or age 55 with 5 continuous years of such employment if there is no such plan and “Disability” shall mean termination of the optionee’s full-time employment for reason of disability for purposesof at least one qualified retirement plan or long term disability plan maintained by the Company or its subsidiaries in which the optionee participates. Non-qualified stock options and incentive stock options may be exercised regardless of whetherother Options granted to the optionee pursuant to the Plan are outstanding or whether other stock options granted to the optionee pursuant to any other plan are outstanding. 

(g) **Termination of Options.** An Option, to the extent not validly exercised, shall terminate upon the occurrence of the first of the followingevents: 

(i) On the date specified in the Option Agreement; 

(ii) Three months after termination by the Company or one of its subsidiaries of the optionee’s employment for any reason other thanin the case of death, Retirement, Disability or deliberate gross misconduct, determined in the sole discretion of the Committee, during which three month period the Option may be exercised by the optionee to the extent the optionee was entitled toexercise it at the time of such termination; 

(iii) Concurrently with the time of termination by the Company or one of itssubsidiaries of the optionee’s employment for deliberate gross misconduct, determined in the sole discretion of the Committee (for purposes only of this subparagraph (iii) an Option shall be deemed to be exercised when the optionee hasreceived the stock certificate (or valid instructions in the case in the delivery of uncertificated shares) representing the shares for which the Option was exercised); or 

(iv) Concurrently with the time of termination by the employee of his or her employment with the Company or one of its subsidiaries forreasons other than Retirement, Disability or death. 

Notwithstanding the above, no Option shall be exercisable aftertermination of employment unless the optionee shall have, during the entire time period in which his or her Options are exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of any individualproprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and businessconsultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, andotherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company or, if occurring before termination of employment, wouldhave otherwise constituted deliberate gross misconduct for purposes of Section 5(g)(iii). If these conditions are not fulfilled, the optionee shall forfeit all rights to any unexercised Option as of the date of the breach of the condition.

(h) **Non-transferability of Options and Stock Appreciation Rights.**Options and Stock Appreciation Rights shall not be transferableby the optionee other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall during his or her lifetime be exercisable only by the optionee; provided, however, that the 

 

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Committee may, in its sole discretion, allow for transfer of Options (other than incentive stock options, unless such transferability would not adverselyaffect incentive stock option tax treatment) to other persons or entities, subject to such conditions or limitations as it may establish to ensure that transactions with respect to Options intended to be exempt from Section 16(b) of theExchange Act pursuant to Rule 16b-3 under the Exchange Act do not fail to maintain such exemption as a result of the Committee causing Options to be transferrable, or for other purposes; provided further, however, that for any Optionthat is transferred, other than by the laws of descent and distribution, any related Stock Appreciation Right shall be extinguished. 

(i)**Applicable Laws or Regulations.** The Company’s obligation to sell and deliver stock under the Option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations. 

(j) **Limitations on Incentive Stock Options.** To the extent that the aggregate fair market value of the Company’s Common Stock, determinedat the time of grant in accordance with the provisions of Section 5(b), with respect to which incentive stock options granted under this or any other Plan of the Company are exercisable for the first time by an optionee during any calendar yearexceeds $100,000, or such other amount as may be permitted under the Code, such excess shall be considered non-qualified stock options. 

Notwithstanding anything in the Plan to the contrary, any incentive stock option granted to any individual who, at the time of grant, is the owner, directly or indirectly, of stock possessing more than ten percent (10%) of the totalcombined voting power of all classes of stock of the Company or any subsidiary thereof, shall (i) have a term not exceeding five years from the date of grant and (ii) shall have an option price per share of not less than 110% of the fairmarket value of the Company’s Common Stock on the date the incentive stock option is granted (determined in accordance with the last sentence of Section 5(b)). 

**Section 6. Stock Appreciation Rights.**

(a) The Committee may, in its sole discretion, from timeto time grant Stock Appreciation Rights to certain optionees in connection with any Option granted under this Plan and in connection with Options granted under the 1990 and 1993 Wyeth Stock Incentive Plans and under the 1985 Wyeth Stock Option Plan.Stock Appreciation Rights may be granted either at the time of the grant of an Option under the Plan or at any time thereafter during the term of the Option, provided such Stock Appreciation Rights may also be granted with respect to outstandingOptions under the 1990 and 1993 Wyeth Stock Incentive Plans and the 1985 Wyeth Stock Option Plan. Stock Appreciation Rights may be granted with respect to all or part of the stock under a particular Option. 

(b) Stock Appreciation Rights shall entitle the holder of the related Option, upon exercise, in whole or in part, of the Stock Appreciation Rights, toreceive payment in the amount and form determined pursuant to subparagraph (iii) of paragraph (c) of this Section 6. Stock Appreciation Rights may be exercised only to the extent that the related Option has not been exercised. Theexercise of Stock Appreciation Rights shall result in a pro rata surrender of the related Option to the extent that the Stock Appreciation Rights have been exercised. 

(c) Stock Appreciation Rights shall be subject to such terms and conditions which are not inconsistent with the Plan as shall from time to time be approved by the Committee and reflected in the applicable OptionAgreement (or in a separate document, which shall be considered for purposes of the Plan to be incorporated into and part of the applicable Option Agreement), and to the following terms and conditions. 

(i) Stock Appreciation Rights shall be exercisable at such time or times and to the extent, but only to the extent, that the Option towhich they relate shall be exercisable. 

(ii) [Reserved] 

 

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(iii) Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled toelect to receive therefor payment in the form of shares of the Company’s Common Stock (rounded down to the next whole number so no fractional shares are issued), cash or any combination thereof in an amount equal in value to the differencebetween the Option Price per share and the fair market value per share of Common Stock on the date of exercise multiplied by the number of shares in respect of which the Stock Appreciation Rights shall have been exercised, subject to any limitationon such amount which the Committee may in its discretion impose. The fair market value of Common Stock shall be deemed to be the mean between the highest and lowest sale prices of the Common Stock on the Consolidated Transaction Reporting System onthe date the Stock Appreciation Right is exercised or if no transaction on the Consolidated Transaction Reporting System occurred on such date, then on the last preceding day on which a transaction did take place. 

(iv) Any exercise of Stock Appreciation Rights by an officer or director subject to Section 16(b) of the Exchange Act, as well as anyelection by such officer or director as to the form of payment of Stock Appreciation Rights (Common Stock, cash or any combination thereof), shall be made during the ten-day period beginning on the third business day following the release forpublication of any quarterly or annual statement of sales and earnings by the Company and ending on the twelfth business day following the date of such release (“window period”). In the event that such a director or officer exercises aStock Appreciation Right for cash or stock pursuant to this Section 6 during a “window period”, the day on which such right is effectively exercised shall be that day, if any, during such “window period” which is designatedby the Committee in its discretion for all such exercises by such individuals during such period. If no such day is designated, the day of effective exercise shall be determined in accordance with normal administrative practices of the Plan.

(d) To the extent that Stock Appreciation Rights shall be exercised, the Option in connection with which such Stock Appreciation Rightsshall have been granted shall be deemed to have been exercised for the purpose of the maximum limitations set forth in the Plan under which such Options shall have been granted. Any shares of Common Stock which are not purchased due to the surrenderin whole or in part of an Option pursuant to this Section 6 shall not be available for granting further Options under the Plan. 

**Section 7. Restricted Stock Performance Awards.** The Committee may, in its sole discretion, from time to time, make awards of shares of the Company’s Common Stock or awards of units representing shares of the Company’sCommon Stock, up to 8,000,000 shares in the aggregate, to such officers and other key employees of the Company and its subsidiaries in such quantity, and on such terms, conditions and restrictions (whether based on performance standards, periods ofservice or otherwise) as the Committee shall establish (“Restricted Stock”). The terms, conditions and restrictions of any Restricted Stock award made under this Plan shall be set forth in an agreement or agreements between the Company andthe recipient of the award. 

(a) **Issuance of Restricted Stock.** The Committee shall determine the manner in which Restricted Stockshall be held during the period it is subject to restrictions. 

(b) **Stockholder Rights.** Beginning on the date of grant of theRestricted Stock award and subject to the execution of the award agreement by the recipient of the award and subject to the terms, conditions and restrictions of the award agreement, the Committee shall determine to what extent the recipient of theaward has the rights of a stockholder of the Company including, but not limited to, whether the employee receiving the award has the right to vote the shares or to receive dividends or dividend equivalents. 

(c) **Restriction on Transferability.** None of the shares or units of a Restricted Stock award may be assigned or transferred, pledged or sold priorto their delivery to a recipient or, in the case of a recipient’s death, to the recipient’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the Committee may, in its solediscretion, allow for transfer of shares or units of a Restricted Stock Award to other persons or entities. 

 

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(d) **Delivery of Shares.** Upon the satisfaction of the terms, conditions and restrictions containedin the Restricted Stock award agreement or the release from the terms, conditions and restrictions of a Restricted Stock award agreement, as determined by the Committee, the Company shall deliver, as soon as practicable, to the recipient of theaward (or permitted transferee), or in the case of his or her death to his or her legal representative or legatee or such other person designated by an appropriate court, a stock certificate (or proper crediting in uncertificated shares) for theappropriate number of shares of the Company’s Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law. 

(e) **Forfeiture of Restricted Stock.** Subject to Section 7(f), all of the restricted shares or units with respect to a Restricted Stock award shall be forfeited and all rights of the recipient with respectto such restricted shares or units shall terminate unless the recipient continues to be employed by the Company or its subsidiaries until the expiration of the forfeiture period and the satisfaction of any other conditions set forth in the awardagreement. 

(f) **Waiver of Forfeiture Period.** Notwithstanding any other provisions of the Plan, the Committee may, in its solediscretion, waive the forfeiture period and any other conditions set forth in any award agreement under certain circumstances (including the death, Disability or Retirement of the recipient of the award or a material change in circumstances arisingafter the date of an award) and subject to such terms and conditions (including forfeiture of a proportionate number of the restricted shares) as the Committee shall deem appropriate. 

**Section 8. Adjustment in Event of Change in Stock.** Subject to Section 9, in the event of a stock split, stock dividend, cash dividend(other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall, subject to the approval of the Board of Directors, appropriately adjust the number and kind ofshares available for issuance under the Plan, the number, kind and Option Price of shares subject to outstanding Options and Stock Appreciation Rights and the number and kind of shares subject to outstanding Restricted Stock awards; provided,however, that to the extent permitted in the case of incentive stock options by Sections 422 and 424 of the Code, in the event that the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for adifferent number or kind of shares or other securities of the Company or of another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares or dividend,appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the Option Price thereof, shall be made to the end that theproportionate number of shares or other securities as to which Options may be granted and the optionee’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any suchadjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and provided,further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 8, any new shares or units issued to a recipient of a Restricted Stock award shall be subject to the sameterms, conditions and restrictions as the underlying Restricted Stock award for which the adjustment was made. 

**Section 9. Effectof a Change of Control.**

(a) For purposes of this Section 9, “Change of Control” shall, unless the Board of Directors ofthe Company otherwise directs by resolution adopted prior thereto or, in the case of a particular award, the applicable award agreement states otherwise, be deemed to occur if (i) any “person” (as that term is used in Sections 13 and14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstandingshares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board of Directors of theCompany at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director was approved by a vote of at leastthree-quarters of the directors then still in office who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger,consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to 

 

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said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. As usedherein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by theCompany or any such controlled entity. 

(b) Except to the extent reflected in a particular award agreement, in the event of a Change ofControl: 

(i) notwithstanding any vesting schedule, or any other limitation on exercise or vesting, with respect to an awardof Options, Stock Appreciation Rights or Restricted Stock, such Options or Stock Appreciation Rights shall become immediately exercisable with respect to 100 percent of the shares subject thereto, and the restrictions shall expire immediately withrespect to 100 percent of such Restricted Stock award; and 

(ii) the Committee may, in its discretion and upon at least 10days advance notice to the affected persons, cancel any outstanding Options, Stock Appreciation Rights or Restricted Stock awards and pay to the holders thereof, in cash, the value of such awards based upon the highest price per share of CompanyCommon Stock received or to be received by other stockholders of the Company in connection with the Change of Control. 

**Section 10.Amendment and Discontinuance.** The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not(except as provided in Section 8), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the OptionPrice (other than determining the fair market value of the Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or the maximum period during which anyOption may be exercised or (iv) make any other change which, in the absence of stockholder approval, would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, to fail to meet the exemptionsprovided by Section 162(m) of the Code. No amendments, revision or discontinuance of the Plan shall, without the consent of an optionee or a recipient of a Restricted Stock award in any manner adversely affect his or her rights under any Optiontheretofore granted under the Plan. No amendments, revisions or discontinuance of the Plan shall, without the consent of Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan.Notwithstanding any provision in the Plan to the contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterally amend, reviseor discontinue any Option Agreement or award agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of any Participant, wheresuch amendment, revision or discontinuance is necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, Stock Appreciation Right or the cash or shares of common stock into which theyare converted, the Participant is not subject to adverse or unintended tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option or Stock Appreciation Right, nothing in the Plan shallrequire any amendment or revision to the definition of Change in Control. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral ofcompensation for purposes of Section 409A of the Code, unless (i) all arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements areterminated, (ii) no payments, other than payments that would be payable under the terms of such arrangements if the termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments aremade within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at anytime within the five years following the date of Plan termination. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section shall be final, conclusive and binding on all persons. 

**Section 11**. **Effective Date and Duration.** The Plan was adopted by the Board of Directors of the Company on January 31, 2002,subject to approval by the stockholders of the Company at a meeting to be held in April 2002. Neither the 

 

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Plan nor any Option or Stock Appreciation Right or Restricted Stock award shall become binding until the Plan is approved by a vote of the stockholders in amanner which complies with Sections 162(m) and 422(b)(1) of the Code. No Option may be granted and no stock may be awarded under the Plan before January 31, 2002 nor after January 31, 2012. 

**Section 12. Tax Withholding.** Notwithstanding any other provision of the Plan, the Company or its subsidiaries, as appropriate, shall have theright to deduct from all awards under the Plan cash and/or stock, valued at fair market value on the date of payment in accordance with Section 5(b), in an amount necessary to satisfy all federal, state or local taxes as required by law to bewithheld with respect to such awards. In the case of awards paid in the Company’s Common Stock, the optionee or permitted transferee may be required to pay to the Company or a subsidiary thereof, as appropriate, the amount of any such taxeswhich the Company or subsidiary is required to withhold, if any, with respect to such stock. Subject in particular cases to the disapproval of the Committee, the Company may accept shares of the Company’s Common Stock of equivalent fair marketvalue in payment of such withholding tax obligations if the optionee elects to make payment in such manner. 

**Section 13.Construction and Conditions.** The Plan and Options, Restricted Stock awards, and Stock Appreciation Rights granted thereunder shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with suchfederal law as may be applicable. 

Neither the existence of the Plan nor the grant of any Options or Stock Appreciation Rights or awards ofRestricted Stock pursuant to the Plan shall create in any optionee the right to continue to be employed by the Company or its subsidiaries. Employment shall be “at will” and shall be terminable “at will” by the Company oremployee with or without cause. Any oral statements or promises to the contrary are not binding upon the Company or the employee. 

**Section 14. Section 409A**. To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for the Plan to comply with the standards fornonqualified deferred compensation established by Section 409A (the “409A Standards”). To the extent that any terms of the Plan would subject Participants to gross income inclusion, interest or an additional tax pursuant toSection 409A, those terms are to that extent superseded by the 409A Standards.” 

 

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