exv10w1











Exhibit
10.1



 




    D. R.
    HORTON, INC.

    



 




    2006
    STOCK INCENTIVE PLAN

    





    (As
    Amended & Restated Effective as of December 6,
    2010)



 


		
	
    1.  
	
    Purpose




 



    The purpose of the D. R. Horton, Inc. 2006 Stock Incentive Plan
    (As Amended and Restated Effective as of December 6, 2010)
    (the “Plan”) is to advance the interests of D.
    R. Horton, Inc. (the “Company”) by stimulating
    the efforts of employees, officers and, to the extent provided
    by Sections 5(e) and (f), non-employee directors and
    certain other service providers, in each case who are selected
    to be participants, by heightening the desire of such persons to
    continue in working toward and contributing to the success and
    progress of the Company. The Plan supersedes the Company’s
    1991 Stock Incentive Plan with respect to future awards, and
    provides for the grant of Incentive and Nonqualified Stock
    Options, Stock Appreciation Rights, Restricted Stock and
    Restricted Stock Units, any of which may be performance-based,
    and for Incentive Bonuses, which may be paid in cash or stock or
    a combination thereof, as determined by the Administrator.



 


		
	
    2.  
	
    Definitions




 



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



 



    (a) “Administrator” means the
    Administrator of the Plan in accordance with Section 17.



 



    (b) “Award” means an Incentive Stock
    Option, Nonqualified Stock Option, Stock Appreciation Right,
    Restricted Stock, Restricted Stock Unit or Incentive Bonus
    granted to a Participant pursuant to the provisions of the Plan,
    any of which the Administrator may structure to qualify in whole
    or in part as a Performance Award.



 



    (c) “Award Agreement” means a written
    agreement or other instrument as may be approved from time to
    time by the Administrator implementing the grant of each Award.
    An Agreement may be in the form of an agreement to be executed
    by both the Participant and the Company (or an authorized
    representative of the Company) or certificates, notices or
    similar instruments as approved by the Administrator.



 



    (d) “Board” means the board of directors
    of the Company.



 



    (e) “Code” means the Internal Revenue Code
    of 1986, as amended from time to time, and the rulings and
    regulations issues thereunder.



 



    (f) “Company” means D. R. Horton, Inc., a
    Delaware corporation.



 



    (g) “Incentive Bonus” means a bonus
    opportunity awarded under Section 9 pursuant to which a
    Participant may become entitled to receive an amount based on
    satisfaction of such performance criteria as are specified in
    the Award Agreement.



 



    (h) “Incentive Stock Option” means a stock
    option that is intended to qualify as an “incentive stock
    option” within the meaning of Section 422 of the Code.



 



    (i) “Nonemployee Director” means each
    person who is, or is elected to be, a member of the Board and
    who is not an employee of the Company or any Subsidiary.



 



    (j) “Nonqualified Stock Option” means a
    stock option that is not intended to qualify as an
    “incentive stock option” within the meaning of
    Section 422 of the Code.



 



    (k) “Option” means an Incentive Stock
    Option
    and/or a
    Nonqualified Stock Option granted pursuant to Section 6.





    

    1








 







    (l) “Participant” means any individual
    described in Section 3 to whom Awards have been granted
    from time to time by the Administrator and any authorized
    transferee of such individual.



 



    (m) “Performance Award” means an Award,
    the grant, issuance, retention, vesting or settlement of which
    is subject to satisfaction of one or more Qualifying Performance
    Criteria established pursuant to Section 13.



 



    (n) “Plan” means D. R. Horton, Inc. 2006
    Stock Incentive Plan (As Amended & Restated Effective
    as of December 6, 2010), as set forth herein and as amended
    from time to time.



 



    (o) “Prior Plan” means D. R. Horton, Inc.
    1991 Stock Incentive Plan, as amended and restated on
    February 21, 2002.



 



    (p) “Qualifying Performance Criteria” has
    the meaning set forth in Section 13(b).



 



    (q) “Restricted Stock” means Shares
    granted pursuant to Section 8.



 



    (r) “Restricted Stock Unit” means an Award
    granted to a Participant pursuant to Section 8 pursuant to
    which Shares or cash in lieu thereof may be issued in the future.



 



    (s) “Service Provider” means a consultant
    or advisor to the Company or any Subsidiary who (i) is a
    natural person, (ii) provides bona fide services to the
    Company or any Subsidiary, (iii) provides services other
    than in connection with the offer or sale of securities in a
    capital-raising transaction, and (iv) does not directly or
    indirectly promote or maintain a market for the Company’s
    securities, in each case, within the meaning of the General
    Instructions to
    Form S-8
    under the Securities Act of 1933, as amended.



 



    (t) “Share” means a share of the
    Company’s common stock, par value $.01, subject to
    adjustment as provided in Section 12.



 



    (u) “Stock Appreciation Right” means a
    right granted pursuant to Section 7 that entitles the
    Participant to receive, in cash or Shares or a combination
    thereof, as determined by the Administrator, value equal to or
    otherwise based on the excess of (i) the market price of a
    specified number of Shares at the time of exercise over
    (ii) the exercise price of the right, as established by the
    Administrator on the date of grant.



 



    (v) “Subsidiary” means (i) any
    corporation (other than the Company) in an unbroken chain of
    corporations beginning with the Company where each of the
    corporations in the unbroken chain other than the last
    corporation owns stock possessing at least 50 percent or
    more of the total combined voting power of all classes of stock
    in one of the other corporations in the chain, (ii) other
    than with respect to Incentive Stock Options, any limited
    liability company, limited partnership, general partnership or
    other entity, the majority of the equity or ownership interests
    in which are owned, directly or indirectly, by the Company, and
    (iii) if specifically determined by the Administrator in
    the context other than with respect to Incentive Stock Options,
    any entity in which the Company has a significant ownership
    interest or that is directly or indirectly controlled by the
    Company.



 



    (w) “Substitute Awards” means Awards
    granted or Shares issued by the Company in assumption of, or in
    substitution or exchange for, awards previously granted, or the
    right or obligation to make future awards, by a person or entity
    acquired by the Company or any Subsidiary or with which the
    Company or any Subsidiary merges or combines.



 



    (x) “Termination of Employment” means
    ceasing to serve as a full-time employee of the Company and its
    Subsidiaries or, with respect to a Nonemployee Director or other
    Service Provider, ceasing to serve as such for the Company,
    except that with respect to all or any Awards held by a
    Participant (i) the Administrator may determine, subject to
    Section 6(d), that an approved leave of absence or approved
    employment on a less than full-time basis is not considered a
    “Termination of Employment,” (ii) the
    Administrator may determine that a transition of employment to
    service with a partnership, joint venture or corporation not
    meeting the requirements of a Subsidiary in which the Company or
    a Subsidiary is a party is not considered a “Termination of
    Employment,” (iii) service as a member of the Board
    shall constitute continued employment with respect to Awards
    granted to a Participant while he or she served






    

    2








 







    as an employee and (iv) service as an employee of the
    Company or a Subsidiary shall constitute continued employment
    with respect to Awards granted to a Participant while he or she
    served as a member of the Board. The Administrator shall
    determine whether any corporate transaction, such as a sale or
    spin-off of a division or subsidiary that employs a Participant,
    shall be deemed to result in a Termination of Employment with
    the Company and its Subsidiaries for purposes of any affected
    Participant’s Options, and the Administrator’s
    decision shall be final and binding. Unless determined otherwise
    by the Administrator, a Termination of Employment will be
    interpreted consistent with the definition of a “separation
    from service” under the Code Section 409A Regulations.



 


		
	
    3.  
	
    Eligibility




 



    Any person who is a current or prospective officer or employee
    (including, without limitation, any director who is also an
    employee, in his or her capacity as such) of the Company or of
    any Subsidiary shall be eligible for selection by the
    Administrator for the grant of Awards hereunder. To the extent
    provided by Section 5(e), any Nonemployee Director shall be
    eligible for the grant of Awards hereunder as determined by the
    Administrator. In addition, to the extent provided by
    Section 5(f), any Service Provider shall be eligible for
    selection by the Administrator for the grant of Awards
    hereunder. Options intending to qualify as Incentive Stock
    Options may only be granted to employees of the Company or any
    Subsidiary within the meaning of Section 424(f) the Code,
    as selected by the Administrator.



 


		
	
    4.  
	
    Effective
    Date and Termination of Plan




 



    This Plan was originally adopted by the Board on
    November 17, 2005, and became effective as of
    January 26, 2006 (the “Original Effective
    Date”) upon approval by the Company’s
    stockholders. The restated Plan was adopted by the Board and
    became effective as of December 6, 2010, subject to the
    approval by the Company’s stockholders. The Plan shall
    remain available for the grant of Awards until the tenth (10th)
    anniversary of the Original Effective Date. Notwithstanding the
    foregoing, the Plan may be terminated at such earlier time as
    the Board may determine. Termination of the Plan will not affect
    the rights and obligations of the Participants and the Company
    arising under Awards theretofore granted and then in effect.



 


		
	
    5.  
	
    Shares Subject
    to the Plan and to Awards




 



    (a) Aggregate Limits.  The aggregate
    number of Shares issuable pursuant to all Awards shall not
    exceed 28,000,000, plus (i) any Shares that were authorized
    for issuance under the Prior Plan that, as of January 26,
    2006, remain available for issuance under the Prior Plan (not
    including any Shares that are subject to, as of January 26,
    2006, outstanding awards under the Prior Plan or any Shares that
    prior to January 26, 2006 were issued pursuant to awards
    granted under the Prior Plan) and (ii) any Shares subject
    to outstanding awards under the Prior Plan as of
    January 26, 2006 that on or after such date cease for any
    reason to be subject to such awards (other than by reason of
    exercise or settlement of the awards to the extent they are
    exercised for or settled in vested and nonforfeitable shares);
    provided that any Shares granted under Options or Stock
    Appreciation Rights shall be counted against this limit on a
    one-for-one
    basis and any Shares granted as Awards other than Options or
    Stock Appreciation Rights shall be counted against this limit as
    1.75 Shares for every one Share subject to such Award. The
    aggregate number of Shares available for grant under this Plan
    and the number of Shares subject to outstanding Awards shall be
    subject to adjustment as provided in Section 12. The Shares
    issued pursuant to Awards granted under this Plan may be shares
    that are authorized and unissued or shares that were reacquired
    by the Company, including, without limitation, shares purchased
    in the open market.



 



    (b) Issuance of Shares.  For purposes of
    Section 5(a), the aggregate number of Shares issued under
    this Plan at any time shall equal only the number of Shares
    actually issued upon exercise or settlement of an Award.
    Notwithstanding the foregoing, Shares subject to an Award under
    the Plan may not again be made available for issuance under the
    Plan if such Shares are: (i) Shares that were subject to a
    stock-settled Stock Appreciation Right and were not issued upon
    the net settlement or net exercise of such Stock Appreciation
    Right, (ii) Shares used to pay the exercise price of a
    Stock Option, (iii) Shares delivered to or withheld by the
    Company to pay the withholding taxes related to a Stock Option
    or a Stock Appreciation Right, or (iv) Shares






    

    3








 







    repurchased on the open market with the proceeds of a Stock
    Option exercise. Shares subject to Awards that have been
    canceled, expired, forfeited or otherwise not issued under an
    Award and Shares subject to Awards settled in cash shall not
    count as Shares issued under this Plan; provided however, that
    any Shares that again become available for grant pursuant to
    this Section 5 shall be added back on a
    one-for-one
    basis if such Shares were subject to Awards of Options or Stock
    Appreciation Rights or added back as one and three-quarters
    (1.75) Shares for all Shares granted as Awards other than
    Options or Stock Appreciation Rights.



 



    (c) Substitute Awards.  Substitute Awards
    shall not reduce the Shares authorized for issuance under the
    Plan or authorized for grant to a Participant in any calendar
    year. In addition, in the event that a person or entity acquired
    by the Company or any Subsidiary, or with which the Company or
    any Subsidiary merges or combines, has shares available under a
    pre-existing plan approved by its stockholders and not adopted
    in contemplation of such acquisition, merger or combination, the
    shares available for grant pursuant to the terms of such
    pre-existing plan (as adjusted, to the extent appropriate, using
    the exchange ratio or other adjustment or valuation ratio or
    formula used in such acquisition, merger or combination to
    determine the consideration payable to the holders of common
    stock of the entities party to such transaction) may be used for
    Awards under the Plan and, notwithstanding any other provision
    hereof, shall not reduce the Shares authorized for issuance
    under the Plan; provided that Awards using such available shares
    shall not be made after the date awards or grants could have
    been made under the terms of the pre-existing plan, absent the
    acquisition, merger or combination, and shall only be made to
    individuals who were employees, directors or Service Providers
    of such acquired, merged or combined company before such
    acquisition, merger or combination.



 



    (d) Tax Code Limits.  The aggregate number
    of Shares subject to Awards, denominated in Shares, granted
    under this Plan during any calendar year to any one Participant
    shall not exceed 750,000, which number shall be calculated and
    adjusted pursuant to Section 12 only to the extent that
    such calculation or adjustment will not affect the status of any
    Award intended to qualify as “performance based
    compensation” under Section 162(m) of the Code but
    which number shall not count any tandem SARs (as defined in
    Section 7). The aggregate number of Shares that may be
    issued pursuant to the exercise of Incentive Stock Options
    granted under this Plan shall not exceed 28,000,000, which
    number shall be calculated and adjusted pursuant to
    Section 12 only to the extent that such calculation or
    adjustment will not affect the status of any option intended to
    qualify as an Incentive Stock Option under Section 422 of
    the Code. The maximum amount payable pursuant to that portion of
    an Incentive Bonus, denominated in dollars, granted with respect
    any specified performance period to any Participant under this
    Plan that is intended to satisfy the requirements for
    “performance based compensation” under
    Section 162(m) of the Code shall not exceed two percent
    (2%) of the Company’s consolidated pre-tax income for such
    performance.



 



    (e) Director Awards.  The aggregate number
    of Shares subject to Awards granted under this Plan during any
    calendar year to any one Nonemployee Director shall not exceed
    15,000, which limit shall not count any tandem SARs (as defined
    in Section 7).



 



    (f) Awards to Service Providers.  The
    aggregate number of Shares issued under this Plan pursuant to
    all Awards granted to Service Providers shall not exceed 300,000.



 



    (g) Effect on Prior Plan.  From and after
    the Original Effective Date, no further grants or awards shall
    be made under the Prior Plan. Grants and awards made under the
    Prior Plan before the Original Effective Date, however, shall
    continue in effect in accordance with their terms.



 


		
	
    6.  
	
    Options




 



    (a) Option Awards.  Options may be granted
    at any time and from time to time prior to the termination of
    the Plan to Participants as determined by the Administrator. No
    Participant shall have any rights as a stockholder with respect
    to any Shares subject to Options hereunder until such Shares
    have been issued. Each Option shall be evidenced by an Award
    Agreement. Options granted pursuant to the Plan need not be
    identical but each Option must contain and be subject to the
    terms and conditions set forth below.



 



    (b) Price.  The Administrator will
    establish the exercise price per Share under each Option, which,
    in no event will be less than the fair market value of the
    Shares on the date of grant; provided, however, that the






    

    4








 







    exercise price per Share with respect to an Option that is
    granted in connection with a merger or other acquisition as a
    substitute or replacement award for options held by optionees of
    the acquired entity may be less than 100% of the market price of
    the Shares on the date such Option is granted if such exercise
    price is based on a formula set forth in the terms of the
    options held by such optionees or in the terms of the agreement
    providing for such merger or other acquisition. The exercise
    price of any Option may be paid in Shares, cash or a combination
    thereof, as determined by the Administrator, including, without
    limitation, an irrevocable commitment by a broker to pay over
    such amount from a sale of the Shares issuable under an Option,
    the delivery of previously owned Shares and withholding of
    Shares deliverable upon exercise.



 



    (c) No Repricing.  Other than in
    connection with a change in the Company’s capitalization or
    other event or transaction described in Section 12, the
    terms of outstanding Awards may not be amended to
    (a) reduce the exercise price of outstanding Options or
    take any other action that is treated as a re-pricing under
    generally accepted accounting principles (“GAAP”), or
    (b) at any time when the exercise price of an Option is
    above the market value of a Share, cancel, exchange, buyout or
    surrender outstanding Options in exchange for cash, other awards
    or Options or Stock Appreciation Rights with an exercise price
    that is less than the exercise price of the original Options,
    without stockholder approval.



 



    (d) Provisions Applicable to Options.  The
    date on which Options become exercisable shall be determined at
    the sole discretion of the Administrator and set forth in an
    Award Agreement. Unless provided otherwise in the applicable
    Award Agreement, to the extent that the Administrator determines
    that an approved leave of absence or employment on a less than
    full-time basis is not a Termination of Employment, the vesting
    period
    and/or
    exercisability of an Option shall be adjusted by the
    Administrator during or to reflect the effects of any period
    during which the Participant is on an approved leave of absence
    or is employed on a less than full-time basis.



 



    (e) Term of Options and Termination of
    Employment.  The Administrator shall establish the
    term of each Option, which in no case shall exceed a period of
    ten (10) years from the date of grant. In addition, the
    Award Agreement evidencing the grant of each Option shall set
    forth the terms and conditions applicable to such Option upon a
    Participant’s Termination of Employment.



 



    (f) Incentive Stock
    Options.  Notwithstanding anything to the contrary
    in this Section 6, in the case of the grant of an Option
    intending to qualify as an Incentive Stock Option: (i) if
    the Participant owns stock possessing more than 10 percent
    of the combined voting power of all classes of stock of the
    Company (a “10% Shareholder”), the exercise price of
    such Option must be at least 110 percent of the fair market
    value of the Shares on the date of grant and the Option must
    expire within a period of not more than five (5) years from
    the date of grant, and (ii) Termination of Employment will
    occur when the person to whom an Award was granted ceases to be
    an employee (as determined in accordance with
    Section 3401(c) of the Code and the regulations promulgated
    thereunder) of the Company and its Subsidiaries. Notwithstanding
    anything in this Section 6 to the contrary, options
    designated as Incentive Stock Options shall not be eligible for
    treatment under the Code as Incentive Stock Options (and will be
    deemed to be Nonqualified Stock Options) to the extent that
    either (a) the aggregate fair market value of Shares
    (determined as of the time of grant) with respect to which such
    Options are exercisable for the first time by the Participant
    during any calendar year (under all plans of the Company and any
    Subsidiary) exceeds $100,000, taking Options into account in the
    order in which they were granted, or (b) such Options
    otherwise remain exercisable but are not exercised within three
    (3) months of Termination of Employment (or such other
    period of time provided in Section 422 of the Code).



 


		
	
    7.  
	
    Stock
    Appreciation Rights




 



    Stock Appreciation Rights may be granted to Participants from
    time to time either in tandem with or as a component of other
    Awards granted under the Plan (“tandem SARs”)
    or not in conjunction with other Awards (“freestanding
    SARs”) and may, but need not, relate to a specific
    Option granted under Section 6. The provisions of Stock
    Appreciation Rights need not be the same with respect to each
    grant or each recipient. Any Stock Appreciation Right granted in
    tandem with an Award may be granted at the same time such Award
    is granted or at any time thereafter before exercise or
    expiration of such Award. All freestanding SARs shall






    

    5








 







    be granted subject to the same terms and conditions applicable
    to Options as set forth in Section 6 (including, without
    limitation, no repricing) and all tandem SARs shall have the
    same exercise price, vesting, exercisability, forfeiture and
    termination provisions as the Award to which they relate.
    Subject to the provisions of Section 6 and the immediately
    preceding sentence, the Administrator may impose such other
    conditions or restrictions on any Stock Appreciation Right as it
    shall deem appropriate. Stock Appreciation Rights may be settled
    in Shares, cash or a combination thereof, as determined by the
    Administrator and set forth in the applicable Award Agreement.
    Other than in connection with a change in the Company’s
    capitalization or other event or transaction described in
    Section 12, the terms of outstanding Awards may not be
    amended to (a) reduce the exercise price of outstanding
    Stock Appreciation Rights or take any other action that is
    treated as a re-pricing under GAAP, or (b) at any time when
    the exercise price of an SAR is above the market value of a
    Share, cancel, exchange, buyout or surrender outstanding Stock
    Appreciation Rights in exchange for cash, other awards or
    Options or Stock Appreciation Rights with an exercise price that
    is less than the exercise price of the original Stock
    Appreciation Rights, without stockholder approval.



 


		
	
    8.  
	
    Restricted
    Stock and Restricted Stock Units




 



    (a) Restricted Stock and Restricted Stock Unit
    Awards.  Restricted Stock and Restricted Stock
    Units may be granted at any time and from time to time prior to
    the termination of the Plan to Participants as determined by the
    Administrator. Restricted Stock is an award or issuance of
    Shares the grant, issuance, retention, vesting
    and/or
    transferability of which is subject during specified periods of
    time to such conditions (including, without limitation,
    continued employment or performance conditions) and terms as the
    Administrator deems appropriate. Restricted Stock Units are
    Awards denominated in units of Shares under which the issuance
    of Shares is subject to such conditions (including, without
    limitation, continued employment or performance conditions) and
    terms as the Administrator deems appropriate. Each grant of
    Restricted Stock and Restricted Stock Units shall be evidenced
    by an Award Agreement. Unless determined otherwise by the
    Administrator, each Restricted Stock Unit will be equal to one
    Share and will entitle a Participant to either the issuance of
    Shares or payment of an amount of cash determined with reference
    to the value of Shares. To the extent determined by the
    Administrator, Restricted Stock and Restricted Stock Units may
    be satisfied or settled in Shares, cash or a combination
    thereof. Restricted Stock and Restricted Stock Units granted
    pursuant to the Plan need not be identical but each grant of
    Restricted Stock and Restricted Stock Units must contain and be
    subject to the terms and conditions set forth below.



 



    (b) Contents of Agreement.  Each Award
    Agreement shall contain provisions regarding (i) the number
    of Shares or Restricted Stock Units subject to such Award or a
    formula for determining such number, (ii) the purchase
    price of the Shares, if any, and the means of payment,
    (iii) the performance criteria, if any, and level of
    achievement versus these criteria that shall determine the
    number of Shares or Restricted Stock Units granted, issued,
    retainable
    and/or
    vested, (iv) such terms and conditions on the grant,
    issuance, vesting
    and/or
    forfeiture of the Shares or Restricted Stock Units as may be
    determined from time to time by the Administrator, (v) the
    term of the performance period, if any, as to which performance
    will be measured for determining the number of such Shares or
    Restricted Stock Units, and (vi) restrictions on the
    transferability of the Shares or Restricted Stock Units. Shares
    issued under a Restricted Stock Award may be issued in the name
    of the Participant and held by the Participant or held by the
    Company, in each case as the Administrator may provide.



 



    (c) Vesting and Performance Criteria.  The
    grant, issuance, retention, vesting and/or, subject to
    Section 10, settlement of shares of Restricted Stock and
    Restricted Stock Units will occur when and in such installments
    as the Administrator determines or under criteria the
    Administrator establishes, which may include Qualifying
    Performance Criteria. The grant, issuance, retention, vesting
    and/or
    settlement of Shares under any such Award that is based on
    performance criteria and level of achievement versus such
    criteria will be subject to a performance period of not less
    than one (1) year, and the grant, issuance, retention,
    vesting
    and/or
    settlement of Shares under any Restricted Stock or Restricted
    Stock Unit Award that is based solely upon continued employment
    and/or the
    passage of time may not vest or be settled in full over a period
    of less than three (3) years but may be subject to pro-rata
    vesting over such period, except that the Administrator may
    provide for the satisfaction
    and/or lapse
    of all conditions under any such Award in the event of the
    Participant’s death,






    

    6








 







    disability, retirement or in connection with a change in control
    of the Company, and the Administrator may provide that any such
    restriction or limitation will not apply in the case of a
    Restricted Stock or Restricted Stock Unit Award that is issued
    in payment or settlement of compensation that has been earned by
    the Participant or that qualifies as a Substitute Award.
    Notwithstanding anything in this Plan to the contrary, the
    performance criteria for any Restricted Stock or Restricted
    Stock Unit that is intended to satisfy the requirements for
    “performance-based compensation” under
    Section 162(m) of the Code will be a measure based on one
    or more Qualifying Performance Criteria selected by the
    Administrator and specified when the Award is granted.



 



    (d) Discretionary Adjustments and
    Limits.  Subject to the limits imposed under
    Section 162(m) of the Code for Awards that are intended to
    qualify as “performance based compensation,”
    notwithstanding the satisfaction of any performance goals, the
    number of Shares granted, issued, retainable
    and/or
    vested under an Award of Restricted Stock or Restricted Stock
    Units on account of either financial performance or personal
    performance evaluations may, to the extent specified in the
    Award Agreement, be reduced, but not increased, by the
    Administrator on the basis of such further considerations as the
    Administrator shall determine.



 



    (e) Voting Rights.  Unless otherwise
    determined by the Administrator, Participants holding shares of
    Restricted Stock granted hereunder may exercise full voting
    rights with respect to those shares during the period of
    restriction. Participants shall have no voting rights with
    respect to Shares underlying Restricted Stock Units unless and
    until such Shares are reflected as issued and outstanding shares
    on the Company’s stock ledger.



 



    (f) Dividends and
    Distributions.  Participants in whose name
    Restricted Stock is granted shall be entitled to receive all
    dividends and other distributions paid with respect to those
    Shares, unless determined otherwise by the Administrator. The
    Administrator will determine whether any such dividends or
    distributions will be automatically reinvested in additional
    shares of Restricted Stock and subject to the same restrictions
    on transferability as the Restricted Stock with respect to which
    they were distributed or whether such dividends or distributions
    will be paid in cash. Shares underlying Restricted Stock Units
    shall be entitled to dividends or dividend equivalents only to
    the extent provided by the Administrator. Notwithstanding the
    foregoing, any dividends or distributions on performance-based
    Restricted Stock or Restricted Stock Units shall be subject to
    the same performance-based vesting criteria and other
    restrictions on transferability as the underlying Restricted
    Stock (or Restricted Stock Units) with respect to which they
    were paid or distributed.



 



    (g) Termination of Employment.  The Award
    Agreement evidencing the grant of an Award of Restricted Stock
    or Restricted Stock Units shall set forth the terms and
    conditions applicable to such Award upon a Participant’s
    Termination of Employment.



 


		
	
    9.  
	
    Incentive
    Bonuses




 



    (a) General.  Each Incentive Bonus Award
    will confer upon the Participant the opportunity to earn a
    future payment tied to the level of achievement with respect to
    one or more performance criteria established for a performance
    period of not less than one year (if payable in Shares), and not
    less than one calendar quarter (if payable solely in cash).



 



    (b) Incentive Bonus Document.  The terms
    of any Incentive Bonus will be set forth in an Award Agreement.
    Each Award Agreement evidencing an Incentive Bonus shall contain
    provisions regarding (i) the target and maximum amount
    payable to the Participant as an Incentive Bonus, (ii) the
    performance criteria and level of achievement versus these
    criteria that shall determine the amount of such payment,
    (iii) the term of the performance period as to which
    performance shall be measured for determining the amount of any
    payment, (iv) the timing of any payment earned by virtue of
    performance, (v) restrictions on the alienation or transfer
    of the Incentive Bonus prior to actual payment,
    (vi) forfeiture provisions and (vii) such further
    terms and conditions, in each case not inconsistent with this
    Plan as may be determined from time to time by the Administrator.



 



    (c) Performance Criteria.  The
    Administrator shall establish the performance criteria and level
    of achievement versus these criteria that shall determine the
    target and maximum amount payable under an Incentive Bonus,
    which criteria may be based on financial performance
    and/or
    personal performance






    

    7








 







    evaluations. The Administrator may specify the percentage of the
    target Incentive Bonus that is intended to satisfy the
    requirements for “performance-based compensation”
    under Section 162(m) of the Code. Notwithstanding anything
    to the contrary herein, the performance criteria for any portion
    of an Incentive Bonus that is intended by the Administrator to
    satisfy the requirements for “performance-based
    compensation” under Section 162(m) of the Code shall
    be a measure based on one or more Qualifying Performance
    Criteria (as defined in Section 13(b)) selected by the
    Administrator and specified at the time the Incentive Bonus is
    granted. The Administrator shall certify the extent to which any
    Qualifying Performance Criteria has been satisfied, and the
    amount payable as a result thereof, prior to payment of any
    Incentive Bonus that is intended to satisfy the requirements for
    “performance-based compensation” under
    Section 162(m) of the Code.



 



    (d) Timing and Form of Payment.  The
    Administrator shall determine the timing of payment of any
    Incentive Bonus. Payment of the amount due under an Incentive
    Bonus may be made in cash or in Shares, as determined by the
    Administrator. Subject to Section 10, the Administrator may
    provide for or, subject to such terms and conditions as the
    Administrator may specify, may permit a Participant to elect for
    the payment of any Incentive Bonus to be deferred to a specified
    date or event.



 



    (e) Discretionary
    Adjustments.  Notwithstanding satisfaction of any
    performance goals, the amount paid under an Incentive Bonus on
    account of either financial performance or personal performance
    evaluations may, to the extent specified in the Award Agreement,
    be reduced, but not increased, by the Administrator on the basis
    of such further considerations as the Administrator shall
    determine.



 


		
	
    10.  
	
    Deferral
    of Gains




 



    The Administrator may, in an Award Agreement or otherwise,
    provide for the deferred delivery of Shares or cash upon
    settlement, vesting or other events with respect to Restricted
    Stock or Restricted Stock Units, or in payment or satisfaction
    of an Incentive Bonus. Notwithstanding anything herein to the
    contrary, in no event will any deferral of the delivery of
    Shares or any other payment with respect to any Award be allowed
    if the Administrator determines that the deferral would result
    in the imposition of the additional tax under
    Section 409A(a)(1)(B) of the Code. No Award shall provide
    for deferral of compensation that does not comply with
    Section 409A of the Code, unless the Board, at the time of
    grant, specifically provides that the Award is not intended to
    comply with Section 409A of the Code. The Company shall
    have no liability to a Participant, or any other party, if an
    Award that is intended to be exempt from, or compliant with,
    Section 409A of the Code is not so exempt or compliant or
    for any action taken by the Board.



 


		
	
    11.  
	
    Conditions
    and Restrictions Upon Securities Subject to Awards




 



    The Administrator may provide that the Shares issued upon
    exercise of an Option or Stock Appreciation Right or otherwise
    subject to or issued under an Award shall be subject to such
    further agreements, restrictions, conditions or limitations as
    the Administrator in its discretion may specify prior to the
    exercise of such Option or Stock Appreciation Right or the
    grant, vesting or settlement of such Award, including, without
    limitation, conditions on vesting or transferability, forfeiture
    or repurchase provisions and method of payment for the Shares
    issued upon exercise, vesting or settlement of such Award
    (including, without limitation, the actual or constructive
    surrender of Shares already owned by the Participant) or payment
    of taxes arising in connection with an Award. Without limiting
    the foregoing, such restrictions may address the timing and
    manner of any resales by the Participant or other subsequent
    transfers by the Participant of any Shares issued under an
    Award, including, without limitation (i) restrictions under
    an insider trading policy or pursuant to applicable law,
    (ii) restrictions designed to delay
    and/or
    coordinate the timing and manner of sales by Participant and
    holders of other Company equity compensation arrangements,
    (iii) restrictions as to the use of a specified brokerage
    firm for such resales or other transfers and
    (iv) provisions requiring Shares to be sold on the open
    market or to the Company in order to satisfy tax withholding or
    other obligations.



 


		
	
    12.  
	
    Adjustment
    of and Changes in the Stock




 



    The number and kind of Shares available for issuance under this
    Plan (including, without limitation, under any Awards then
    outstanding), and the number and kind of Shares subject to the
    individual limits set






    

    8








 







    forth in Section 5 of this Plan, shall be equitably
    adjusted by the Administrator as it determines appropriate to
    reflect any reorganization, reclassification, combination or
    exchange of shares, repurchase of shares, stock split, reverse
    stock split, spin-off, dividend or other distribution of
    securities, property or cash (other than regular, quarterly cash
    dividends), or any other event or transaction that affects the
    number or kind of Shares of the Company outstanding. Such
    adjustment may be designed to comply with Section 425 of
    the Code or, except as otherwise expressly provided in
    Section 5(d) of this Plan, may be designed to treat the
    Shares available under the Plan and subject to Awards as if they
    were all outstanding on the record date for such event or
    transaction or to increase the number of such Shares to reflect
    a deemed reinvestment in Shares of the amount distributed to the
    Company’s securityholders. The terms of any outstanding
    Award shall also be equitably adjusted by the Administrator as
    to price, number or kind of Shares subject to such Award,
    vesting, and other terms to reflect the foregoing events, which
    adjustments need not be uniform as between different Awards or
    different types of Awards.



 



    In the event there shall be any other change in the number or
    kind of outstanding Shares, or any stock or other securities
    into which such Shares shall have been changed, or for which it
    shall have been exchanged, by reason of a change of control,
    other merger, consolidation or otherwise, then the Administrator
    shall, in its sole discretion, determine the appropriate and
    equitable adjustment, if any, to be effected. Without limiting
    the generality of the foregoing, in the event of any such change
    described in this paragraph, the Administrator may, in its sole
    discretion, (i) provide for the assumption or substitution
    of, or adjustment to, each outstanding Award;
    (ii) accelerate the vesting of and terminate any
    restrictions on outstanding Awards; (iii) provide for
    cancellation of accelerated Awards that are not exercised within
    a time prescribed by the Administrator; or (iv) provide for
    the cancellation of any outstanding Awards in exchange for a
    cash payment to the holders thereof.



 



    No right to purchase fractional shares shall result from any
    adjustment in Awards pursuant to this Section 12. In case
    of any such adjustment, the Shares subject to the Award shall be
    rounded down to the nearest whole share. The Company shall
    notify Participants holding Awards subject to any adjustments
    pursuant to this Section 12 of such adjustment, but
    (whether or not notice is given) such adjustment shall be
    effective and binding for all purposes of the Plan.



 


		
	
    13.  
	
    Qualifying
    Performance-Based Compensation




 



    (a) General.  The Administrator may
    establish performance criteria and level of achievement versus
    such criteria that shall determine the number of Shares to be
    granted, retained, vested, issued or issuable under or in
    settlement of or the amount payable pursuant to an Award, which
    criteria may be based on Qualifying Performance Criteria or
    other standards of financial performance
    and/or
    personal performance evaluations. In addition, the Administrator
    may specify that an Award or a portion of an Award is intended
    to satisfy the requirements for “performance-based
    compensation” under Section 162(m) of the Code,
    provided that the performance criteria for such Award or portion
    of an Award that is intended by the Administrator to satisfy the
    requirements for “performance-based compensation”
    under Section 162(m) of the Code shall be a measure based
    on one or more Qualifying Performance Criteria selected by the
    Administrator and specified at the time the Award is granted.
    The Administrator shall certify the extent to which any
    Qualifying Performance Criteria has been satisfied, and the
    amount payable as a result thereof, prior to payment, settlement
    or vesting of any Award that is intended to satisfy the
    requirements for “performance-based compensation”
    under Section 162(m) of the Code. Notwithstanding
    satisfaction of any performance goals, the number of Shares
    issued under or the amount paid under an award may, to the
    extent specified in the Award Agreement, be reduced (but not
    increased) by the Administrator on the basis of such further
    considerations as the Administrator in its sole discretion shall
    determine.



 



    (b) Qualifying Performance Criteria.  For
    purposes of this Plan, the term “Qualifying Performance
    Criteria” shall mean any one or more of the following
    performance criteria, either individually, alternatively or in
    any combination, applied to either the Company as a whole or to
    a business unit or Subsidiary, either individually,
    alternatively or in any combination, and measured either
    quarterly, annually or cumulatively over a period of years, on
    an absolute basis or relative to a pre-established target, to
    previous years’ results or to a designated comparison
    group, in each case as specified by the Administrator:
    (i) cash flow (before or after






    

    9








 







    dividends), (ii) earnings per share (including, without
    limitation, earnings before interest, taxes, depreciation and
    amortization), (iii) stock price, (iv) return on
    equity, (v) stockholder return or total stockholder return,
    (vi) return on capital (including, without limitation,
    return on total capital or return on invested capital),
    (vii) return on investment, (viii) return on assets or
    net assets, (ix) market capitalization, (x) economic value
    added, (xi) debt leverage (debt to capital),
    (xii) revenue, (xiii) sales or net sales,
    (xiv) backlog, (xv) income, pre-tax income or net
    income, (xvi) operating income or pre-tax profit,
    (xvii) operating profit, net operating profit or economic
    profit, (xviii) gross margin, operating margin or profit
    margin, (xix) return on operating revenue or return on
    operating assets, (xx) cash from operations,
    (xxi) operating ratio, (xxii) operating revenue,
    (xxiii) market share improvement, (xxiv) general and
    administrative expenses, (xxv) gross profit or gross profit
    percentage, (xxvi) income or pre-tax income percentage,
    (xxvii) selling, general and administrative expense
    improvement or containment, (xxiii) land, lot or inventory
    improvement or (xxix) customer service. To the extent
    consistent with Section 162(m) of the Code, the
    Administrator may appropriately adjust any evaluation of
    performance under a Qualifying Performance Criteria to exclude
    any of the following events that occurs during a performance
    period: (i) asset write-downs, (ii) litigation,
    claims, judgments or settlements, (iii) the effect of
    changes in tax law, accounting principles or other such laws or
    provisions affecting reported results, (iv) accruals for
    reorganization and restructuring programs and (v) any
    extraordinary, unusual, non-recurring or non-comparable items
    (A) as described in Accounting Principles Board Opinion
    No. 30, (B) as described in management’s
    discussion and analysis of financial condition and results of
    operations appearing in the Company’s Annual Report to
    stockholders for the applicable year, or (C) publicly
    announced by the Company in a press release or conference call
    relating to the Company’s results of operations or
    financial condition for a completed quarterly or annual fiscal
    period.



 


		
	
    14.  
	
    Transferability




 



    Unless the Administrator specifies otherwise and to the extent
    permitted under the General Instructions to
    Form S-8
    under the Securities Act of 1933, as amended, an Award may not
    be sold, transferred, pledged, assigned, or otherwise alienated
    or hypothecated by a Participant other than by will or the laws
    of descent and distribution, and each Option or Stock
    Appreciation Right shall be exercisable only by the Participant
    during his or her lifetime, and thereafter by the legal
    representative of the Participant’s estate or the
    individual to whom such Award was transferred by the
    Participant’s will or the laws of descent and distribution.



 


		
	
    15.  
	
    Compliance
    with Laws and Regulations




 



    This Plan, the grant, issuance, vesting, exercise and settlement
    of Awards thereunder, and the obligation of the Company to sell,
    issue or deliver Shares under such Awards, shall be subject to
    all applicable foreign, federal, state and local laws, rules and
    regulations, stock exchange rules and regulations, and to such
    approvals by any governmental or regulatory agency as may be
    required. The Company shall not be required to register in a
    Participant’s name or deliver any Shares prior to the
    completion of any registration or qualification of such shares
    under any foreign, federal, state or local law or any ruling or
    regulation of any government body which the Administrator shall
    determine to be necessary or advisable. To the extent the
    Company is unable to or the Administrator deems it infeasible to
    obtain authority from any regulatory body having jurisdiction,
    which authority is deemed by the Company’s counsel to be
    necessary to the lawful issuance and sale of any Shares
    hereunder, the Company and its Subsidiaries shall be relieved of
    any liability with respect to the failure to issue or sell such
    Shares as to which such requisite authority shall not have been
    obtained. No Option shall be exercisable and no Shares shall be
    issued
    and/or
    transferable under any other Award unless a registration
    statement with respect to the Shares underlying such Option is
    effective and current or the Company has determined that such
    registration is unnecessary.



 



    In the event an Award is granted to or held by a Participant who
    is employed or providing services outside the United States, the
    Administrator may, in its sole discretion, modify the provisions
    of the Plan or of such Award as they pertain to such individual
    to comply with applicable foreign law or to recognize
    differences in local law, currency or tax policy. The
    Administrator may also impose conditions on the grant, issuance,
    exercise, vesting, settlement or retention of Awards in order to
    comply with such foreign law
    and/or to
    minimize the Company’s obligations with respect to tax
    equalization for Participants employed outside their home
    country.





    

    10








 






		
	
    16.  
	
    Withholding




 



    To the extent required by applicable federal, state, local or
    foreign law, a Participant shall be required to satisfy, in a
    manner satisfactory to the Company, any withholding tax
    obligations that arise by reason of an Option exercise,
    disposition of Shares issued under an Incentive Stock Option,
    the vesting of or settlement of an Award, an election pursuant
    to Section 83(b) of the Code or otherwise with respect to
    an Award. To the extent a Participant makes an election under
    Section 83(b) of the Code, within ten days of filing such
    election with the Internal Revenue Service, the Participant must
    notify the Company in writing of such election. The Company and
    its Subsidiaries shall not be required to issue Shares, make any
    payment or to recognize the transfer or disposition of Shares
    until such obligations are satisfied. The Administrator may
    provide for or permit these obligations to be satisfied through
    the mandatory or elective sale of Shares
    and/or by
    having the Company withhold a portion of the Shares that
    otherwise would be issued to him or her upon exercise of the
    Option or the vesting or settlement of an Award, or by tendering
    Shares previously acquired.



 


		
	
    17.  
	
    Administration
    of the Plan




 



    (a) Administrator of the Plan.  The Plan
    shall be administered by the Administrator who shall be the
    Compensation Committee of the Board or, in the absence of a
    Compensation Committee, the Board itself; provided, however,
    that with respect to Awards to Nonemployee Directors, the
    Administrator shall be the full Board. Any power of the
    Administrator may also be exercised by the Board, except to the
    extent that the grant or exercise of such authority would cause
    any Award or transaction to become subject to (or lose an
    exemption under) the short-swing profit recovery provisions of
    Section 16 of the Securities Exchange Act of 1934 or cause
    an Award designated as a Performance Award not to qualify for
    treatment as performance-based compensation under
    Section 162(m) of the Code. To the extent that any
    permitted action taken by the Board conflicts with action taken
    by the Administrator, the Board action shall control. The
    Administrator may by resolution authorize one or more officers
    of the Company to perform any or all things that the
    Administrator is authorized and empowered to do or perform under
    the Plan, and for all purposes under this Plan, such officer or
    officers shall be treated as the Administrator; provided,
    however, that the resolution so authorizing such officer or
    officers shall specify the total number of Awards (if any) such
    officer or officers may award pursuant to such delegated
    authority. No such officer shall designate himself or herself or
    any executive officer or director of the Company as a recipient
    of any Awards granted under authority delegated to such officer.
    In addition, the Administrator may delegate any or all aspects
    of the
    day-to-day
    administration of the Plan to one or more officers or employees
    of the Company or any Subsidiary,
    and/or to
    one or more agents.



 



    (b) Powers of Administrator.  Subject to
    the express provisions of this Plan, the Administrator shall be
    authorized and empowered to do all things that it determines to
    be necessary or appropriate in connection with the
    administration of this Plan, including, without limitation:
    (i) to prescribe, amend and rescind rules and regulations
    relating to this Plan and to define terms not otherwise defined
    herein; (ii) to determine which persons are Participants,
    to which of such Participants, if any, Awards shall be granted
    hereunder and the timing of any such Awards; (iii) to grant
    Awards to Participants and determine the terms and conditions
    thereof, including, without limitation, the number of Shares
    subject to Awards and the exercise or purchase price of such
    Shares and the circumstances under which Awards become
    exercisable or vested or are forfeited or expire, which terms
    may but need not be conditioned upon the passage of time,
    continued employment, the satisfaction of performance criteria,
    the occurrence of certain events (including, without limitation,
    events which the Board or the Administrator determine constitute
    a change of control), or other factors; (iv) to establish
    and verify the extent of satisfaction of any performance goals
    or other conditions applicable to the grant, issuance,
    exercisability, vesting
    and/or
    ability to retain any Award; (v) to prescribe and amend the
    terms of the agreements or other documents evidencing Awards
    made under this Plan (which need not be identical) and the terms
    of or form of any document or notice required to be delivered to
    the Company by Participants under this Plan; (vi) to
    determine whether, and the extent to which, adjustments are
    required pursuant to Section 12; (vii) to interpret
    and construe this Plan, any rules and regulations under this
    Plan and the terms and conditions of any Award granted
    hereunder, and to make exceptions to any such provisions if the
    Administrator, in good faith, determines that it is necessary to
    do so in light of the circumstances and for the benefit of the
    Company; (viii) to approve corrections in the documentation
    or administration of any Award; and (ix) to make all other
    determinations






    

    11








 







    deemed necessary or advisable for the administration of this
    Plan. The Administrator may, in its sole and absolute
    discretion, without amendment to the Plan, waive or amend the
    operation of Plan provisions respecting exercise after
    Termination of Employment or service to the Company or an
    affiliate and, except as otherwise provided herein, adjust any
    of the terms of any Award. Notwithstanding anything in the Plan
    to the contrary, other than in connection with a change in the
    Company’s capitalization or other event or transaction
    described in Section 12, the terms of outstanding Awards
    may not be amended to (a) reduce the exercise price of
    outstanding Options or Stock Appreciation Rights or take any
    other action that is treated as a re-pricing under GAAP, or
    (b) at any time when the exercise price of an Option or SAR
    is greater than the market value of a Share, cancel, exchange,
    buyout or surrender outstanding Options or Stock Appreciation
    Rights in exchange for cash, other awards or Options or Stock
    Appreciation Rights with an exercise price that is less than the
    exercise price of the original Options or Stock Appreciation
    Rights, without stockholder approval.



 



    (c) Determinations by the
    Administrator.  All decisions, determinations and
    interpretations by the Administrator regarding the Plan, any
    rules and regulations under the Plan and the terms and
    conditions of or operation of any Award granted hereunder, shall
    be final and binding on all Participants, beneficiaries, heirs,
    assigns or other persons holding or claiming rights under the
    Plan or any Award. The Administrator shall consider such factors
    as it deems relevant, in its sole and absolute discretion, to
    making such decisions, determinations and interpretations
    including, without limitation, the recommendations or advice of
    any officer or other employee of the Company and such attorneys,
    consultants and accountants as it may select.



 



    (d) Subsidiary Awards.  In the case of a
    grant of an Award to any Participant employed by a Subsidiary,
    such grant may, if the Administrator so directs, be implemented
    by the Company issuing any subject Shares to the Subsidiary, for
    such lawful consideration as the Administrator may determine,
    upon the condition or understanding that the Subsidiary will
    transfer the Shares to the Participant in accordance with the
    terms of the Award specified by the Administrator pursuant to
    the provisions of the Plan. Notwithstanding any other provision
    hereof, such Award may be issued by and in the name of the
    Subsidiary and shall be deemed granted on such date as the
    Administrator shall determine.



 


		
	
    18.  
	
    Amendment
    of the Plan or Awards




 



    The Board or the Compensation Committee of the Board may amend,
    alter or discontinue this Plan, and the Administrator may amend
    or alter any agreement or other document evidencing an Award
    made under this Plan but, except as provided pursuant to the
    provisions of Section 12, no such amendment shall, without
    the approval of the stockholders of the Company:



 



    (a) increase the maximum number of Shares for which Awards
    may be granted under this Plan;



 



    (b) whether before or after the date of grant, reduce the
    price at which Options or Stock Appreciation Rights may be
    exercised below the price provided for in Section 6(b) or
    Section 7;



 



    (c) other than in connection with a change in the
    Company’s capitalization or other event or transaction
    described in Section 12, amend the terms of outstanding
    Awards to (a) reduce the exercise price of outstanding
    Options or Stock Appreciation Rights or take any other action
    that is treated as a re-pricing under GAAP, or (b) at any
    time when the exercise price of an Option or SAR is greater than
    the market value of a Share, cancel, exchange, buyout or
    surrender outstanding Options or Stock Appreciation Rights in
    exchange for cash, other awards or Options or Stock Appreciation
    Rights with an exercise price that is less than the exercise
    price of the original Options or Stock Appreciation Rights;



 



    (d) extend the term of this Plan;



 



    (e) change the class of persons eligible to be Participants;



 



    (f) otherwise amend the Plan in any manner requiring
    stockholder approval by law or under the New York Stock Exchange
    listing requirements; or



 



    (g) increase the individual maximum limits in
    Sections 5(d) and (e).





    

    12








 







    No amendment or alteration to the Plan or an Award or Award
    Agreement shall be made which would impair the rights of the
    holder of an Award, without such holder’s consent, provided
    that no such consent shall be required if (i) the
    Administrator determines in its sole discretion and prior to the
    date of any change of control (as defined in the applicable
    Award Agreement) that such amendment or alteration either is
    required or advisable in order for the Company, the Plan or the
    Award to satisfy any law or regulation or stock exchange listing
    requirement or to meet the requirements of or avoid adverse
    financial accounting consequences under any accounting standard,
    or (ii) the Administrator determines in its sole discretion
    that such amendment or alteration is not reasonably likely to
    significantly diminish the benefits provided under the Award, or
    that any such diminution has been adequately compensated.



 


		
	
    19.  
	
    No
    Liability of Company




 



    The Company and any Subsidiary or affiliate which is in
    existence or hereafter comes into existence shall not be liable
    to a Participant or any other person as to: (i) the
    non-issuance or sale of Shares as to which the Company has been
    unable to obtain from any regulatory body having jurisdiction
    the authority deemed by the Company’s counsel to be
    necessary to the lawful issuance and sale of any Shares
    hereunder; and (ii) any tax consequence expected, but not
    realized, by any Participant or other person due to the receipt,
    exercise or settlement of any Award granted hereunder.



 


		
	
    20.  
	
    Non-Exclusivity
    of Plan




 



    Neither the adoption of this Plan by the Board nor the
    submission of this Plan to the stockholders of the Company for
    approval shall be construed as creating any limitations on the
    power of the Board or the Administrator to adopt such other
    incentive arrangements as either may deem desirable, including,
    without limitation, the granting of restricted stock or stock
    options otherwise than under this Plan or an arrangement that is
    or is not intended to qualify under Code Section 162(m),
    and such arrangements may be either generally applicable or
    applicable only in specific cases.



 


		
	
    21.  
	
    Governing
    Law




 



    This Plan and any agreements or other documents hereunder shall
    be interpreted and construed in accordance with the laws of the
    Delaware and applicable federal law. Any reference in this Plan
    or in the agreement or other document evidencing any Awards to a
    provision of law or to a rule or regulation shall be deemed to
    include any successor law, rule or regulation of similar effect
    or applicability.



 


		
	
    22.  
	
    No Right
    to Employment, Reelection or Continued Service




 



    Nothing in this Plan or an Award Agreement shall interfere with
    or limit in any way the right of the Company, its Subsidiaries
    and/or its
    affiliates to terminate any Participant’s employment,
    service on the Board or service for the Company at any time or
    for any reason not prohibited by law, nor shall this Plan or an
    Award itself confer upon any Participant any right to continue
    his or her employment or service for any specified period of
    time. Neither an Award nor any benefits arising under this Plan
    shall constitute an employment contract with the Company, any
    Subsidiary
    and/or its
    affiliates. Subject to Sections 4 and 18, this Plan and the
    benefits hereunder may be terminated at any time in the sole and
    exclusive discretion of the Board without giving rise to any
    liability on the part of the Company, its Subsidiaries
    and/or its
    affiliates.



 


		
	
    23.  
	
    Unfunded
    Plan




 



    The Plan is intended to be an unfunded plan. Participants are
    and shall at all times be general creditors of the Company with
    respect to their Awards. If the Administrator or the Company
    chooses to set aside funds in a trust or otherwise for the
    payment of Awards under the Plan, such funds shall at all times
    be subject to the claims of the creditors of the Company in the
    event of its bankruptcy or insolvency.





    

    13