Unassociated Document


    Exhibit
4.3

     

    STONERIDGE,
INC.

    AMENDED
AND RESTATED

    LONG-TERM
INCENTIVE PLAN, AS AMENDED

    


    SECTION
1.   Purpose; Definitions.

     

    The
purpose of the Stoneridge, Inc. Amended and Restated Long-Term Incentive Plan
(the “Plan”) is to enable Stoneridge, Inc. (the “Company”) and its Subsidiaries
(as defined below) to attract, retain and reward key employees of the Company
and of its Subsidiaries and to strengthen the mutuality of interests between
those employees and the Company’s shareholders by offering such employees equity
or equity-based incentives thereby increasing their proprietary interest in the
Company’s business and enhancing their personal interest in the Company’s
success.

     

    For
purposes of the Plan, the following terms are defined as follows:

     

     (a)           “Award” means any award of
Stock Options, Restricted Shares, Deferred Shares, Share Purchase Rights, Share
Appreciation Rights or Other Share-Based Awards under the Plan.

     

    (b)           “Board” means the Board of
Directors of the Company.

     

    (c)           “Cause” means, unless otherwise provided by the
Committee, (i) “Cause” as defined in any Individual Agreement to which the
participant is a party, or (ii) if there is no such Individual Agreement or if
it does not define Cause:

     

    (1)           misappropriation
of funds from the Company ordishonesty in the course of fulfilling the
participant’s employment duties;

     

    (2)           conviction
of a felony;

     

    (3)           commission
of a crime or act or series of acts involvingmoral turpitude;

     

    (4)           commission
of an act or series of acts of dishonesty that arematerially inimical to the
best interests of the Company;

     

    (5)           breach
of any material term of an employmentagreement, if any;

     

    (6)           willful
and repeated failure to perform the dutiesassociated with the participant’s
position, which failure has not been cured within thirty(30) days after the
Company gives notice thereof to the participant; or

     

    (7)           failure
to cooperate with any Company investigation or with anyinvestigation, inquiry,
hearing or similar proceedings by any governmental authorityhaving jurisdiction
over the participant or the Company.

     

    The
Committee shall, unless otherwise provided in an Individual Agreement with the
participant, have the sole discretion to determine whether “Cause” exists, and
its determination shall be final.

     

    (d)           “Change in Control” has the
meaning set forth in Section 11(b).

     

    (e)           “Change in Control Price” has
the meaning set forth in Section 11(d).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (f)           “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any successor
thereto.

     

    (g)           “Committee” means the
Committee referred to in Section 2 of the Plan.

     

    (h)           “Company” means Stoneridge,
Inc., an Ohio corporation, or any successor corporation.

     

    (i)           “Deferred Shares” means an
Award of the right to receive Shares at the end of a specified deferral period
granted pursuant to Section 7.

     

    (j)           “Disability” means a permanent
and total disability as defined in Section 22(e)(3) of the Code.

     

    (k)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    (l)           “Fair Market Value” means, as
of a given date (in order of applicability): (i) the closing price of a Common
Share on the principal exchange on which the Common Shares are then trading, if
any, on the day immediately prior to such date, or if Common Shares were not
traded on the day previous to such date, then on the next preceding trading day
during which a sale occurred; or (ii) if Common Shares are not traded on an
exchange but are quoted on NASDAQ or a successor quotation system, (A) the last
sale price (if Common Shares are then listed as a National Market Issue under
the NASD National Market System) or (B) if Common Shares are not then so listed,
the mean between the closing representative bid and asked prices for Common
Shares on the day previous to such date as reported by NASDAQ or such successor
quotation system; or (iii) if Common Shares are not publicly traded on an
exchange and not quoted on NASDAQ or a successor quotation system, the mean
between the closing bid and asked prices for Common Shares, on the day previous
to such date, as determined in good faith by the Committee; or (iv) if Common
Shares are not publicly traded, the fair market value established by the
Committee acting in good faith.

     

    (m)          “Incentive Stock Option” means
any Stock Option intended to be and designated as, and that otherwise qualifies
as, an “Incentive Stock Option” within the meaning of Section 422 of the Code or
any successor section thereto.

     

    (n)           “Individual Agreement” means
an employment or similar agreement between a participant and the Company or one
of its Subsidiaries.

     

    (n)           “Non-Employee Director” has
the meaning set forth in Section 16 of the Exchange Act, or any successor
definition adopted by the Securities and Exchange Commission (the
“Commission”).

     

    (o)           “Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.

     

    (p)           “Other Share-Based Awards”
means an Award granted pursuant to Section 10 that is valued, in whole or in
part, by reference to, or is otherwise based on, Shares.

     

    (q)           “Outside Director” has the
meaning set forth in Section 162(m) of the Code and the regulations promulgated
thereunder.

     

    (r)           “Plan” means the Stoneridge,
Inc. Amended and Restated Long-Term Incentive Plan, as amended from time to
time.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (s)           “Potential Change in Control”
has the meaning set forth in Section 11(c).

     

    (t)           “Restricted Shares” means an
Award of Shares that is granted pursuant to Section 6 and is subject to
restrictions.

     

    (u)           “Section 16 Participant” means
a participant under the Plan who is then subject to Section 16 of the Exchange
Act.

     

    
      	 	
              (v)

            	
              “Shares” means the
      Common Shares, without par value, of the
  Company.

            


    

     

    (w)           “Share Appreciation Right”
means an Award of a right to receive an amount from the Company that is granted
pursuant to Section 9.

     

    (x)           “Stock Option” or “Option” means any option to
purchase Shares (including Restricted Shares and Deferred Shares, if the
Committee so determines) that is granted pursuant to Section 5.

     

    (y)           “Share Purchase Right” means
an Award of the right to purchase Shares that is granted pursuant to Section
8.

     

    (z)           “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in that chain.  For purposes of Section 409A of the Code and
the regulations thereunder “at least 50%” is to be used instead of “at least
80%” in applying the tests to determine whether a corporation is a service
recipient.

     

    SECTION
2.  Administration.

     

    The Plan
shall be administered by the Compensation Committee of the Board or such other
committee authorized by the Board to administer the Plan (the “Committee”), or
absent the Committee, the full Board.  The Committee shall consist of not
less than three directors of the Company all of whom shall be Outside Directors,
Non-Employee Directors and Independent Directors (as defined by the listing
standards of the NYSE if the Company’s Shares are traded on the New York Stock
Exchange).  Those directors shall be appointed by the Board and shall serve
as the Committee at the pleasure of the Board.

     

    The
Committee shall have full power to interpret and administer the Plan and full
authority to select the individuals to whom Awards will be granted and to
determine the type and amount of any Awards to be granted to each participant,
the consideration, if any, to be paid for any Awards, the timing of any Awards,
the terms and conditions of any Award granted under the Plan, and the terms and
conditions of the related agreements that will be entered into with
participants.  As to the selection of and grant of Awards to participants
who are not executive officers of the Company or any Subsidiary or Section 16
Participants, the Committee may delegate its responsibilities to members of the
Company’s management in a manner consistent with applicable law and provided
that such participant’s compensation is not subject to the limitations of
Section 162(m) of the Code.

     

    The
Committee shall have the authority to adopt, alter and repeal such rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable; to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreements relating thereto); to direct employees
of the Company or other advisors to prepare such materials or perform such
analyses as the Committee deems necessary or appropriate; and otherwise to
supervise the administration of the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Any
interpretation or administration of the Plan by the Committee, and all actions
and determinations of the Committee, shall be final, binding and conclusive on
the Company, its shareholders, Subsidiaries, affiliates, all participants in the
Plan, their respective legal representatives, successors and assigns, and all
persons claiming under or through any of them.  No member of the Board or
of the Committee shall incur any liability for any action taken or omitted, or
any determination made, in good faith in connection with the Plan.

     

    SECTION
3.  Shares Subject to the Plan.

     

    (a)           Aggregate Shares Subject to the
Plan.  Subject to adjustment as provided in Section 3(c), the total
number of Shares reserved and available for Awards under the Plan is 3,000,000,
pursuant to which the maximum number of Shares which may be issued subject to
Incentive Stock Options is 500,000.  Any Shares issued hereunder may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.

     

    (b)           Forfeiture or Termination of Awards
of Shares.  If any Shares subject to any Award granted hereunder are
forfeited or an Award otherwise terminates or expires without the issuance of
Shares, the Shares subject to that Award shall again be available for
distribution in connection with future Awards under the Plan as set forth in
Section 3(a), unless the participant who had been awarded those forfeited Shares
or the expired or terminated Award has theretofore received dividends or other
benefits of ownership with respect to those Shares.  For purposes hereof, a
participant shall not be deemed to have received a benefit of ownership with
respect to those Shares by the exercise of voting rights or the accumulation of
dividends that are not realized because of the forfeiture of those Shares or the
expiration or termination of the related Award without issuance of those
Shares.

     

    (c)           Adjustment.  In the
event of any merger, reorganization, consolidation, recapitalization, share
dividend, share split, combination of shares or other change in corporate
structure of the Company affecting the Shares, such substitution or adjustment
shall be made in the aggregate number of Shares reserved for issuance under the
Plan, in the number and option price of Shares subject to outstanding options
granted under the Plan, in the number and purchase price of Shares subject to
outstanding Share Purchase Rights granted under the Plan, in the number of Share
Appreciation Rights granted under the Plan, in the number of underlying Shares
granted under the Plan will be based on, and in the number of Shares subject to
Restricted Share Awards, Deferred Share Awards and any other outstanding Awards
granted under the Plan as may be approved by the Committee, in its sole
discretion; but the number of Shares subject to any Award shall always be a
whole number.  Any fractional Shares shall be eliminated.

     

    (d)           Annual Award Limit.  No
participant may be granted Stock Options or other Awards under the Plan with
respect to an aggregate of more than 400,000 Shares (subject to adjustment as
provided in Section 3(c) hereof) during any calendar year.

     

    SECTION
4.  Eligibility.

     

    Grants may be made from time to time to
those officers and other key employees of the Company who are designated by the
Committee in its sole and exclusive discretion.  Eligible persons may
include, but shall not necessarily be limited to, officers and key employees of
the Company and any Subsidiary; however, Stock Options intended to qualify as
Incentive Stock Options shall be granted only to eligible persons while actually
employed by the Company or  a Subsidiary.  The Committee may
grant more than one Award to the same eligible person.  No Award shall be
granted to any eligible person during any period of time when such eligible
person is on a leave of absence.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SECTION
5.  Stock Options.

     

    (a)           Grant.  Stock Options
may be granted alone, in addition to or in tandem with other Awards granted
under the Plan or cash awards made outside the Plan.  The Committee shall
determine the individuals to whom, and the time or times at which, grants of
Stock Options will be made, the number of Shares purchasable under each Stock
Option, and the other terms and conditions of the Stock Option in addition to
those set forth in Sections 5(b) and 5(c).  Any Stock Option granted under
the Plan shall be in such form as the Committee may from time to time
approve.

     

    Stock Options granted under the Plan
may be of two types which shall be indicated on their face:  (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options.  Subject to
Section 5(c) hereof, the Committee shall have the authority to grant to any
participant Incentive Stock Options, Non-Qualified Stock Options or both types
of Stock Options.

     

    (b)           Terms and Conditions. 
Options granted under the Plan shall be evidenced by an agreement (“Option
Agreements”), shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Committee shall deem desirable:

     

    
      (1)         
 Option Price.  The
option price per share of Shares purchasable under a Non-Qualified Stock Option
or an Incentive Stock Option shall be determined by the Committee at the time of
grant and shall be not less than 100% of the Fair Market Value of the Shares at
the date of grant (or, with respect to an Incentive Stock Option, 110% of the
Fair Market Value of the Shares at the date of grant in the case of a
participant who at the date of grant owns Shares possessing more than 10% of the
total combined voting power of all classes of stock of the Company or its parent
or Subsidiary corporations (as determined under Sections 424(d), (e) and (f) of
the Code)).

    

     

    
      (2)           Option Term.  The term
of each Stock Option shall be determined by the Committee and may not exceed ten
years from the date the Option is granted (or, with respect to an Incentive
Stock Options, five years in the case of a participant who at the date of grant
owns Shares possessing more than 10% of the total combined voting power of all
classes of stock of the Company or its parent or Subsidiary corporations (as
determined under Sections 424(d), (e) and (f) of the Code)).

    

     

    
      (3)           Exercise.  Stock Options
shall be exercisable at such time or times and shall be subject to such terms
and conditions as shall be determined by the Committee at or after grant; but,
except as provided in Section 5(b)(6) and Section 11, unless otherwise
determined by the Committee at or after grant, no Stock Option shall be
exercisable prior to six months and one day following the date of grant. 
If any Stock Option is exercisable only in installments or only after specified
exercise dates, the Committee may waive, in whole or in part, such installment
exercise provisions, and may accelerate any exercise date or dates, at any time
at or after grant based on such factors as the Committee shall determine, in its
sole discretion.

    

     

    
      (4)           Method of Exercise. 
Subject to any installment exercise provisions that apply with respect to any
Stock Option, and the six-month and one day holding period set forth in Section
5(b)(3), a Stock Option may be exercised in whole or in part, at any time during
the Option period, by the holder thereof giving to the Company written notice of
exercise specifying the number of Shares to be purchased.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      That
notice shall be accompanied by payment in full of the Option price of the Shares
for which the Option is exercised, in cash or Shares or by check or such other
instrument as the Committee may accept.  The value of each such Share
surrendered or withheld shall be 100% of the Fair Market Value of the Shares on
the date the option is exercised.

    

     

    No Shares
shall be issued on an exercise of an Option until full payment has been
made.  A participant shall not have rights to dividends or any other rights
of a shareholder with respect to any Shares subject to an Option unless and
until the participant has given written notice of exercise, has paid in full for
those Shares, has given, if requested, the representation described in Section
15(a) and those Shares have been issued to him.

     

    
      (5)           Non-Transferability of
Options.  No Stock Option shall be transferable by any participant
other than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order (as defined in the Code or the Employment
Retirement Income Security Act of 1974, as amended) except that, if so provided
in the Option Agreement, the participant may transfer without consideration the
Option, other than an Incentive Stock Option, during the participant’s lifetime
to one or more members of the participant’s family, to one or more trusts for
the benefit of one or more of the participant’s family, or to a partnership or
partnerships of members of the participant’s family, or to a charitable
organization as defined in Section 501(c)(3) of the Code, provided that the
transfer would not result in the loss of any exemption under Rule 16b-3 of the
Exchange Act with respect to any Option.  The transferee of an Option will
be subject to all restrictions, terms and conditions applicable to the Option
prior to its transfer, except that the Option will not be further transferable
by the transferee other than by will or by the laws of descent and
distribution.

    

     

    (6)           Termination of
Employment.

     

    (i)           Termination by Death. 
Subject to Sections 5(b)(3) and 5(c), if any participant’s employment with the
Company or any Subsidiary terminates by reason of death, any Stock Option held
by that participant shall become immediately and automatically vested and
exercisable.  If termination of a participant’s employment is due to death,
then any Stock Option held by that participant may thereafter be exercised for a
period of two years (or with respect to an Incentive Stock Option, for a period
of one year) (or such other period as the Committee may specify at grant) from
the date of death.  Notwithstanding the foregoing, in no event will any
Stock Option be exercisable after the expiration of the option period of such
Option.  The balance of the Stock Option shall be forfeited if not
exercised within two years (or one year with respect to Incentive Stock
Options).

     

    (ii)          Termination by Reason of
Disability.  Subject to Sections 5(b)(3) and 5(c), if a
participant’s employment with the Company or any Subsidiary terminates by reason
of Disability, any Stock Option held by that participant shall become
immediately and automatically vested and exercisable.  If termination of a
participant’s employment is due to Disability, then any Stock Option held by
that participant may thereafter be exercised by the participant or by the
participant’s duly authorized legal representative if the participant is unable
to exercise the Option as a result of the participant’s Disability, for a period
of two years (or with respect to an Incentive Stock Option, for a period of one
year) (or such other period as the Committee may specify at grant) from the date
of such termination of employment; and if the participant dies within that
two-year period (or such other period as the Committee may specify at or after
grant), any unexercised Stock Option held by that participant shall thereafter
be exercisable by the estate of the participant (acting through its fiduciary)
for the duration of the two-year period from the date of that termination of
employment.  Notwithstanding the foregoing, in no event will any Stock
Option be exercisable after the expiration of the option period of such
Option.  The balance of the Stock Option shall be forfeited if not
exercised within two years (or one year with respect to Incentive Stock
Options).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (iii)         Termination for Cause. 
Unless otherwise determined by the Committee at or after the time of granting
any Stock Option, if a participant’s employment with the Company or any
Subsidiary terminates for Cause, any unvested Stock Options will be forfeited
and terminated immediately upon termination and any vested Stock Options held by
that participant shall terminate 30 days after the date employment
terminates.  Notwithstanding the foregoing, in no event will any Stock
Option be exercisable after the expiration of the option period of such
Option.  The balance of the Stock Option shall be forfeited.

     

    (iv)        Other Termination. 
Unless otherwise determined by the Committee at or after the time of granting
any Stock Option, if a participant’s employment with the Company or any
Subsidiary terminates for any reason other than death, Disability or for Cause,
all Stock Options held by that participant shall thereupon terminate three
months after the date employment terminates.  Notwithstanding the
foregoing, in no event will any Stock Option be exercisable after the expiration
of the option period of such Option.  The balance of the Stock Option shall
be forfeited.

     

    (v)         Leave of Absence.  In
the event a participant is granted a leave of absence by the Company or any
Subsidiary to enter military service or because of sickness, the participant’s
employment with the Company or such Subsidiary will not be considered
terminated, and the participant shall be deemed an employee of the Company or
such Subsidiary during such leave of absence or any extension thereof granted by
the Company or such Subsidiary.  Notwithstanding the foregoing, in the case
of an Incentive Stock Option, a leave of absence of more than three months will
be viewed as a termination of employment unless continued employment is
guaranteed by contract or statute.

     

    (c)           Incentive Stock
Options.  Notwithstanding Sections 5(b)(5) and (6), an Incentive
Stock Option shall be exercisable by (i) a participant’s authorized legal
representative (if the participant is unable to exercise the Incentive Stock
Option as a result of the participant’s Disability) only if, and to the extent,
permitted by Section 422 of the Code and (ii) by the participant’s estate, in
the case of death, or authorized legal representative, in the case of
Disability, no later than ten years from the date the Incentive Stock Option was
granted (in addition to any other restrictions or limitations that may
apply).  Anything in the Plan to the contrary notwithstanding, no term or
provision of the Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the participants affected, to disqualify any Incentive
Stock Option under such Section 422 or any successor section
thereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SECTION
6.  Restricted Shares.

     

    (a)           Grant.  Restricted
Shares may be issued alone, in addition to or in tandem with other Awards under
the Plan or cash awards made outside the Plan.  The Committee shall
determine the individuals to whom, and the time or times at which, grants of
Restricted Shares will be made, the number of Restricted Shares to be awarded to
each participant, the price (if any) to be paid by the participant (subject to
Section 6(b)), the date or dates upon which Restricted Share Awards will vest
and the period or periods within which those Restricted Share Awards may be
subject to forfeiture, and the other terms and conditions of those Awards in
addition to those set forth in Section 6(b).

     

    The
Committee may condition the grant of Restricted Shares upon the attainment of
specified performance goals or such other factors as the Committee may determine
in its sole discretion.

     

    (b)          Terms and Conditions. 
Restricted Shares awarded under the Plan shall be subject to the following terms
and conditions and such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall deem desirable.  A
participant who receives a Restricted Share Award shall not have any rights with
respect to that Award, unless and until the participant has executed an
agreement evidencing the Award in the form approved from time to time by the
Committee and has delivered a fully executed copy thereof to the Company, and
has otherwise complied with the applicable terms and conditions of that
Award.

     

    
      (1)           The
purchase price (if any) for Restricted Shares shall be determined by the
Committee at the time of grant.

    

     

    
      (2)           Awards of
Restricted Shares must be accepted by executing a Restricted Share Award
agreement and paying the price (if any) that is required under Section
6(b)(1).

    

     

    
      (3)           Each
participant receiving a Restricted Share Award shall be issued a stock
certificate in respect of those Restricted Shares.  The certificate shall
be registered in the name of the participant and shall bear an appropriate
legend referring to the terms, conditions and restrictions applicable to the
Award.

    

     

    
      (4)           The
Committee shall require that the stock certificates evidencing such Restricted
Shares be held in custody by the Company until the restrictions thereon shall
have lapsed, and that, as a condition of any Restricted Shares Award the
participant shall have delivered to the Company a stock power, endorsed in
blank, relating to the Shares covered by that Award.

    

     

    
      (5)           Subject
to the provisions of this Plan and the Restricted Share Award agreement, during
a period set by the Committee commencing with the date of any Award (the
“Restriction Period”), the participant shall not be permitted to sell, transfer,
pledge, assign or otherwise encumber the Restricted Shares covered by that
Award.  The Restriction Period shall not be less then six months and one
day in duration (“Minimum Restriction Period”) unless otherwise determined by
the Committee at the time of grant.  Subject to these limitations and the
Minimum Restriction Period requirements, the Committee, in its sole discretion,
may provide for the lapse of such restrictions in installments and may
accelerate or waive such restrictions, in whole or in part, based on service,
performance or such other factors and criteria as the Committee may determine,
in its sole discretion.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (6)           Except as
provided in this Section 6(b)(6), Section 6(b)(5) and Section 6(b)(7) the
participant shall have, with respect to the Restricted Shares awarded, all of
the rights of a shareholder of the Company, including the right to vote the
Shares, and the right to receive any dividends.  The Committee, in its sole
discretion, as determined at the time of an Award, may require the payment of
cash dividends to be deferred and subject to forfeiture and, if the Committee so
determines, reinvested, subject to Section 15(f), in additional Restricted
Shares to the extent Shares are available under Section 3, or otherwise
reinvested.  Unless the Committee or Board determines otherwise, Share
dividends issued with respect to Restricted Shares shall be treated as
additional Restricted Shares that are subject to the same restrictions and other
terms and conditions that apply to the Shares with respect to which such
dividends are issued.

    

     

    
      (7)           No
Restricted Shares shall be transferable by a participant other than by will or
by the laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined in the Code or the Employment Retirement Income
Security Act of 1974, as amended) except that, if so provided in the Restricted
Shares Agreement, the participant may transfer without consideration the
Restricted Shares during the participant’s lifetime to one or more members of
the participant’s family, to one or more trusts for the benefit of one or more
of the participant’s family, to a partnership or partnerships of members of the
participant’s family, or to a charitable organization as defined in Section
501(c)(3) of the Code, provided that the transfer would not result in the loss
of any exemption under Rule 16b-3 of the Exchange Act with respect to any
Restricted Shares.  The transferee of Restricted Shares will be subject to
all restrictions, terms and conditions applicable to the Restricted Shares prior
to its transfer, except that the Restricted Shares will not be further
transferable by the transferee other than by will or by the laws of descent and
distribution.

    

     

    
      (8)           Unless
otherwise determined by the Committee at or after the time of granting any
Restricted Shares, if a participant’s employment with the Company or any
Subsidiary terminates by reason of death, any Restricted Shares held by such
participant shall thereupon vest and all restrictions thereon shall
lapse.

    

     

    
      (9)           Unless
otherwise determined by the Committee at or after the time of granting any
Restricted Shares, if a participant’s employment with the Company or any
Subsidiary terminates by reason of Disability, any Restricted Shares held by
such participant shall thereupon vest and all restrictions thereon shall
lapse.

    

     

    
      (10)         Unless
otherwise determined by the Committee at or after the time of granting any
Restricted Shares, if a participant’s employment with the Company or any
Subsidiary terminates for any reason other than death or Disability, the
Restricted Shares held by that participant that are unvested or subject to
restriction at the time of termination shall thereupon be
forfeited.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SECTION 7.  Deferred Shares.

     

    (a)           Grant.   Deferred
Shares may be awarded alone, in addition to or in tandem with other Awards
granted under the Plan or cash awards made outside the Plan.  The Committee
shall determine the individuals to whom, and the time or times at which,
Deferred Shares shall be awarded, the number of Deferred Shares to be awarded to
any participant, the duration of the period (the “Deferral Period”) during
which, and the conditions under which, receipt of the Shares will be deferred,
and the other terms and conditions of the Award in addition to those set forth
in Section 7(b).

     

    The Committee may condition the grant
of Deferred Shares upon the attainment of specified performance goals or such
other factors as the Committee shall determine, in its sole
discretion.

     

    (b)           Terms and Conditions. 
Deferred Share Awards shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Committee shall deem desirable:

     

    
      (1)           The
purchase price for Deferred Shares shall be determined at the time of grant by
the Committee.  Subject to the provisions of the Plan and the Award
agreement referred to in Section 7(b)(8), Deferred Share Awards may not be sold,
assigned, transferred, pledged or otherwise encumbered during the Deferral
Period.  At the expiration of the Deferral Period (or the Elective Deferral
Period referred to in Section 7(b)(8), when applicable), stock certificates
shall be delivered to the participant, or his legal representative, for the
Shares covered by the Deferred Share Award.  The Deferral period applicable
to any Deferred Share Award shall not be less than six months and one day
(“Minimum Deferral Period”).

    

     

    
      (2)           Unless
otherwise determined by the Committee at the time of grant, amounts equal to any
dividends declared during the Deferral Period with respect to the number of
Shares covered by a Deferred Share Award will be paid to the participant
currently, or deferred and deemed to be reinvested in additional Deferred
Shares, or otherwise reinvested, all as determined by the Committee, in its sole
discretion, at the time of the Award.

    

     

    
      (3)           No
Deferred Shares shall be transferable by a participant other than by will or by
the laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined in the Code or the Employment Retirement Income
Security Act of 1974, as amended) except that, if so provided in the Deferred
Shares Agreement, the participant may transfer without consideration the
Deferred Shares during the participant’s lifetime to one or more members of the
participant’s family, to one or more trusts for the benefit of one or more of
the participant’s family, to a partnership or partnerships of members of the
participant’s family, or to a charitable organization as defined in Section
501(c)(3) of the Code, provided that  the transfer would not result in
the loss of any exemption under Rule 16b-3 of the Exchange Act with respect to
any Deferred Shares.  The transferee of Deferred Shares will be subject to
all restrictions, terms and conditions applicable to the Deferred Shares prior
to its transfer, except that the Deferred Shares will not be further
transferable by the transferee other than by will or by the laws of descent and
distribution.

    

     

    
      (4)           Unless
otherwise determined by the Committee at the time of granting any Deferred
Shares, if a participant’s employment by the Company or any Subsidiary
terminates by reason of death, any Deferred Shares held by that participant
shall thereafter vest and any restrictions shall lapse.

    

     

    
      (5)           Unless
otherwise determined by the Committee at the time of granting any Deferred
Shares, if a participant’s employment by the Company or any Subsidiary
terminates by reason of Disability, any Deferred Shares held by that participant
shall thereafter vest and any restrictions shall lapse.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (6)           Unless
otherwise determined by the Committee at the time of granting any Deferred Share
Award, if a participant’s employment by the Company or any Subsidiary terminates
for any reason other than death or Disability, all Deferred Shares held by such
participant which are unvested or subject to restriction shall thereupon be
forfeited.

    

     

    
      (7)           A
participant may elect to further defer receipt of a Deferred Share Award (or an
installment of an Award) for a specified period or until a specified event (the
“Elective Deferral Period”), subject in each case to the Committee’s approval
and the terms of this Section 7 and such other terms as are determined by the
Committee, all in its sole discretion.  Subject to any exceptions approved
by the Committee, such election may be made only if and to the extent permitted
and in accordance with Section 409A of the Code.

    

     

    
      (8)           Each such
Award shall be confirmed by, and subject to the terms of, a Deferred Share Award
agreement evidencing the Award in the form approved from time to time by the
Committee.

    

     

    SECTION 8.  Share Purchase
Rights.

     

    (a)           Grant.  Share Purchase
Rights may be granted alone, in addition to or in tandem with other Awards
granted under the Plan or cash awards made outside the Plan.  The Committee
shall determine the individuals to whom, and the time or times at which, grants
of Share Purchase Rights will be made, the number of Shares which may be
purchased pursuant to the Share Purchase Rights, and the other terms and
conditions of the Share Purchase Rights in addition to those set forth in
Section 8(b).  The Shares subject to the Share Purchase Rights must be
purchased at the Fair Market Value of such Shares on the date of grant. 
Subject to Section 8(b) hereof, the Committee may also impose such forfeiture or
other terms and conditions as it shall determine, in its sole discretion, on
such Share Purchase Rights or the exercise thereof.

    


    Each Share Purchase Right Award shall
be confirmed by, and be subject to the terms of, a Share Purchase Rights
Agreement which shall be in form approved by the Committee.

     

    (b)           Terms and Conditions. 
Share Purchase Rights may contain such additional terms and conditions not
inconsistent with the terms of the Plan as the Committee shall deem desirable
and shall generally be exercisable for such period as shall be determined by the
Committee.  However, Share Purchase Rights granted to Section 16
Participants shall not become exercisable earlier than six months and one day
after the grant date.  Share Purchase Rights shall not be transferable by a
participant other than by will or by the laws of descent and
distribution.

     

    SECTION
9.  Share Appreciation Rights.

     

    (a)           Grant.  Share
Appreciation Rights may be granted in connection with all or any part of an
Option.  Share Appreciation Rights may be exercised in whole or in part at
such times under such conditions as may be specified by the Committee in the
participant’s Option Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           Terms and Conditions. 
The following terms and conditions will apply to all Share Appreciation Rights
that are granted in connection with Options:

     

    
      (1)           Rights.  Share
Appreciation Rights shall entitle the participant, upon exercise of all or any
part of the Share Appreciation Rights, to surrender to the Company unexercised,
that portion of the underlying Option relating to the same number of Shares as
is covered by the Share Appreciation Rights (or the portion of the Share
Appreciation Rights so exercised) and to receive in exchange from the Company an
amount equal to the excess of (x) the Fair Market Value, on the date of
exercise, of the Shares covered by the surrendered portion of the underlying
Option over (y) the exercise price of the Shares covered by the surrendered
portion of the underlying Option.  The Committee may limit the amount that
the participant will be entitled to receive upon exercise of the Share
Appreciation Right.

    

     

    
      (2)           Surrender of Option. 
Upon the exercise of the Share Appreciation Right and surrender of the related
portion of the underlying Option, the Option, to the extent surrendered, will
not thereafter be exercisable.  The underlying Option may provide that such
Share Appreciation Rights will be payable solely in cash.  The terms of the
underlying Option shall provide a method by which an alternative fair market
value of the Shares on the date of exercise shall be calculated based on the
following:  the closing price of the Shares on the national exchange
on which they are then traded on the business day immediately preceding the day
of exercise.

    

     

    
      (3)           Exercise.  In addition
to any further conditions upon exercise that may be imposed by the Committee,
the Share Appreciation Rights shall be exercisable only to the extent that the
related Option is exercisable, except that in no event will a Share Appreciation
Right held by a Section 16 Participant be exercisable within the first six
months after it is awarded even though the related Option is or becomes
exercisable, and each Share Appreciation Right will expire no later than the
date on which the related Option expires.  A Share Appreciation Right may
be exercised only at a time when the Fair Market Value of the Shares covered by
the Share Appreciation Right exceeds the exercise price of the Shares covered by
the underlying Option.

    

     

    
      (4)           Method of Exercise. 
Share Appreciation Rights may be exercised by the participant’s giving
written notice of the exercise to the Company, stating the number of Share
Appreciation Rights the participant has elected to exercise and surrendering the
portion of the underlying Option relating to the same number of Shares as the
number of Share Appreciation Rights elected to be exercised.

    

     

    
      (5)           Payment.  The manner in
which the Company’s obligation arising upon the exercise of the Share
Appreciation Right will be paid will be determined by the Committee and shall be
set forth in the participant’s Option Agreement.  The Committee may provide
for payment in Shares or cash, or a fixed combination of Shares or cash, or the
Committee may reserve the right to determine the manner of payment at the time
the Share Appreciation Right is exercised.  Shares issued upon the exercise
of a Share Appreciation Right will be valued at their Fair Market Value on the
date of exercise.

    

     

    SECTION
10.  Other Share-Based Awards.

     

    (a)           Grant.  Other Awards of
Shares and other Awards that are valued, in whole or in part, by reference to,
or are otherwise based on, Shares, including, without limitation, performance
shares, convertible preferred shares, convertible debentures, exchangeable
securities, and Share Awards or options valued by reference to Book Value or
subsidiary performance, may be granted alone, in addition to or in tandem with
other Awards granted under the Plan or cash awards made outside of the
Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    At the time the Shares or Other
Share-Based Awards are granted, the Committee shall determine the individuals to
whom and the time or times at which such Shares or Other Share-Based Awards
shall be awarded, the number of Shares to be used in computing an Award or which
are to be awarded pursuant to such Awards, the consideration, if any, to be paid
for such Shares or Other Share-Based Awards, and all other terms and conditions
of the Awards in addition to those set forth in Section 10(b).  The
Committee will also have the right, at its sole discretion, to settle such
Awards in Shares, Restricted Shares or cash in an amount equal to then value of
the Shares or Other Share-Based Awards.

     

    The provisions of Other Share-Based
Awards need not be the same with respect to each participant.

     

    (b)           Terms and Conditions. 
Other Share-Based Awards shall be subject to the following terms and conditions
and shall contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee shall deem desirable.

     

    
      (1)           Subject
to the provisions of this Plan and the Award agreement referred to in Section
10(b)(5) below, Shares awarded or subject to Awards made under this Section 10
may not be sold, assigned, transferred, pledged or otherwise encumbered prior to
the date on which the Shares are issued, or, if later, the date on which any
applicable restriction, performance, holding or deferral period or requirement
is satisfied or lapses.  All Shares or Other Share-Based Awards granted
under this Section 10 shall be subject to a minimum holding period (including
any applicable restriction, performance and/or deferral periods ) of six months
and one day (“Minimum Holding Period”).

    

     

    
      (2)           Subject
to the provisions of this Plan and the Award agreement and unless otherwise
determined by the Committee at the time of grant, the recipient of an Other
Share-Based Award shall be entitled to receive, currently, interest or dividends
with respect to the number of Shares covered by the Award, as determined at the
time of the Award by the Committee, in its sole discretion, and the Committee
may provide that such amounts (if any) shall be deemed to have been reinvested
in additional Shares or otherwise reinvested.

    

     

    
      (3)           Subject
to the Minimum Holding Period, any Other Share-Based Award and any Shares
covered by any such Award shall vest or be forfeited to the extent, at the times
and subject to the conditions, if any, provided in the Award agreement, as
determined by the Committee, in its sole discretion.

    

     

    
      (4)           In the
event of the participant’s Disability or death, or in cases of special
circumstances, the Committee may, in its sole discretion, waive, in whole or in
part, any or all of the remaining limitations imposed hereunder or under any
related Award agreement (if any) with respect to any part or all of any Award
under this Section 10, provided that the Minimum Holding Period requirement may
not be waived, except in case of a participant’s death.

    

     

    
      (5)           Each
Award shall be confirmed by, and subject to the terms of, an agreement or other
instrument evidencing the Award in the form approved from time to time by the
Committee, the Company and the participant.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (6)           Shares
(including securities convertible into Shares) issued on a bonus basis under
this Section 10 shall be issued for no cash consideration.  Shares
(including securities convertible into Shares) purchased pursuant to a purchase
right awarded under this Section 10 shall bear a price of at the Fair Market
Value of the Shares on the date of grant.  The purchase price of such
Shares, and of any Other Share-Based Award granted hereunder, or the formula by
which such price is to be determined, shall be fixed by the Committee at the
time of grant.

    

     

    
      (7)           In the
event that any “derivative security, ” as defined in Rule 16a-1(c) (or any
successor thereof) promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act, is awarded pursuant to this Section 10 to any
Section 16 Participant, such derivative security shall not be transferable other
than by will or by the laws of descent and distribution.

    

     

    SECTION
11.  Change In Control Provision.

     

    
      (a)           Impact of Event. 
Notwithstanding any other provisions hereof or in any agreement to the contrary,
in the event of:  (i) a “Change in Control” as defined in Section
11(b) or (ii) a “Potential Change in Control” as defined in Section 11(c), the
following acceleration and valuation provisions shall apply:

    

     

    
      
        (1)           Any Stock
Options awarded under the Plan not previously exercisable and
vested shall become fully exercisable and vested;

      

    

     

    
      (2)           Any Share
Appreciation Rights shall become immediately exercisable;

    

     

    
      (3)           The
restrictions applicable to any Restricted Shares Awards, Deferred Shares, Share
Purchase Rights and Other Share-Based Awards shall lapse and such Shares and
Awards shall be deemed fully vested; and

    

     

    
      (4)           The value
of all outstanding Awards, in each case to the extent vested, shall, unless
otherwise determined by the Committee in its sole discretion at or after grant
but prior to any Change in Control or Potential Change in Control, be cashed out
on the basis of the “Change in Control Price” as defined in Section 11(d) as of
the date of such Change in Control or such Potential Change in Control is
determined to have occurred;

    

     

    (b)           Definition of Change in
Control.  For purposes of Section 11(a), a “Change in Control” means
the occurrence of any of the following:  (i) the Board or shareholders
of the Company approve a consolidation or merger that results in the
shareholders of the Company immediately prior to the transaction giving rise to
the consolidation or merger owning less than 50% of the total combined voting
power of all classes of stock entitled to vote of the surviving entity
immediately after the consummation of the transaction giving rise to the merger
or consolidation; (ii) the Board or shareholders of the Company approve the sale
of substantially all of the assets of the Company or the liquidation or
dissolution of the Company; (iii) any person or other entity (other than the
Company or a Subsidiary or any Company employee benefit plan (including any
trustee of any such plan acting in its capacity as trustee)) purchases any
Shares (or securities convertible into Shares) pursuant to a tender or exchange
offer without the prior consent of the Board of Directors, or becomes the
beneficial owner of securities of the Company representing 25% or more of the
voting power of the Company’s outstanding securities; or (iv) during any
two-year period, individuals who at the beginning of such period constitute the
entire Board of Directors cease to constitute a majority of the Board of
Directors, unless the election or the nomination for election of each new
director is approved by at least two-thirds of the directors then still in
office who were directors at the beginning of that period.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (c)           Definition of Potential Change in
Control.  For purposes of Section 11(a), a “Potential Change in
Control” means the happening of any one of the following:

     

    
      (1)           The
approval by the shareholders of the Company of an agreement by the Company, the
consummation of which would result in a Change in Control of the Company as
defined in Section 11(b); or

    

     

    
      (2)           The
acquisition of beneficial ownership, directly or indirectly, by any entity,
person or group (other than the Company or a Subsidiary or any Company employee
benefit plan (including any trustee of any such plan acting in its capacity as
trustee)) of securities of the Company representing 15% or more of the combined
voting power of the Company’s outstanding securities and the adoption by the
Board of a resolution to the effect that a Potential Change in Control of the
Company has occurred for purposes of this Plan.

    

     

    (d)           Change in Control
Price.  For purposes of this Section 11, “Change in Control Price,”
means the highest price per share paid in any transaction reported on the New
York Stock Exchange Composite Index (or, if the Shares are not then traded on
the New York Stock Exchange, the highest price paid as reported for any national
exchange on which the Shares are then traded) or paid or offered in any bona
fide transaction related to a Change in Control or Potential Change in Control
of the Company, at any time during the 60-day period immediately preceding the
occurrence of the Change in Control (or, when applicable, the occurrence of the
Potential Change in Control event).

     

    SECTION
12. Form and Timing of Payment Under Awards; Deferrals.

     

    Subject to the terms of the Plan and
any applicable Award Agreement (as may be amended pursuant to Section 13
hereof), payments to be made by the Company, a Subsidiary upon the exercise of
an Option or other Award or settlement of an Award may be made in such forms as
the Committee shall determine, including, without limitation, cash, Shares,
other Awards or other property, and may be made in a single payment or transfer
or in installments; provided, however, that settlement in other than Shares must
be authorized by the applicable Award Agreement.  The settlement of any
Award may be accelerated and cash paid in lieu of Shares in connection with such
settlement; provided, however, that settlement in cash must be authorized by the
applicable Award Agreement.  The acceleration of any Award that does not
result in a cash settlement must also be authorized by the applicable Award
Agreement.  If and to the extent permitted by and in accordance with
Section 409A of the Code and the regulations thereunder, installment or deferred
payments may be required by the Committee or permitted at the election of the
participant on terms and conditions approved by the Committee, including without
limitation the ability to defer awards pursuant to any deferred compensation
plan maintained by the Company, a Subsidiary.  Payments may include,
without limitation, provisions for the payment or crediting of a reasonable
interest rate on installment or deferred payments or other amounts in respect of
installment or deferred payments denominated in Shares.

     

    SECTION
13.  Amendments and Termination.

     

    The Board
may at any time, in its sole discretion, amend, alter or discontinue the Plan,
but no such amendment, alteration or discontinuation shall be made that would
(i) impair the rights of a participant under an Award theretofore granted,
without the participant’s consent, or (ii) require shareholder approval under
any applicable law, rule, regulation or listing standard of an exchange or
market on which the Shares are listed and/or traded, unless such shareholder
approval is received.  The Company shall submit to the shareholders of the
Company for their approval any amendments to the Plan which are required by
Section 16 of the Exchange Act or the rules and regulations thereunder, or
Section 162(m) of the Code, or the listing standards of an exchange or market on
which the Shares are listed and/or traded to be approved by the
shareholders.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The
Committee may at any time, in its sole discretion, amend the terms of any Award,
but no such amendment shall be made that would impair the rights of a
participant under an Award theretofore granted, without the participant’s
consent; nor shall any such amendment be made which would make the applicable
exemptions provided by Rule 16b-3 under the Exchange Act unavailable to any
Section 16 Participant holding the Award without the participant’s
consent.

     

    Subject
to the above provisions, the Board shall have all necessary authority to amend
the Plan to clarify any provision or to take into account changes in applicable
securities and tax laws and accounting rules, as well as other
developments.

     

    SECTION
14.  Unfunded Status of Plan.

     

    The Plan
is intended to constitute an “unfunded” plan for incentive and deferred
compensation.  With respect to any payments not yet made to a participant
by the Company, nothing contained herein shall give that participant any rights
that are greater than those of a general creditor of the Company.

     

    SECTION
15.  General Provisions.

     

    (a)           The
Committee may require each participant acquiring Shares pursuant to an Award
under the Plan to represent to and agree with the Company in writing that the
participant is acquiring the Shares without a view to distribution
thereof.  The certificates for any such Shares may include any legend which
the Committee deems appropriate to reflect any restrictions on
transfer.

     

    All Shares or other securities
delivered under the Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Shares are then listed, and any applicable federal or
state securities laws, and the Committee may cause a legend or legends to be put
on any certificates for those Shares to make appropriate reference to such
restrictions.

     

    (b)           Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to shareholder approval if such approval is
required, and such arrangements may be either generally applicable or applicable
only in specific cases.

     

    (c)           Neither
the adoption of the Plan, nor its operation, nor any document describing,
implementing or referring to the Plan, or any part thereof, shall confer upon
any participant under the Plan any right to continue in the employ, or as a
director, of the Company or any Subsidiary, or shall in any way affect the right
and power of the Company or any Subsidiary to terminate the employment, or
service as a director, of any participant under the Plan at any time with or
without assigning a reason therefor, to the same extent as the Company or any
Subsidiary might have done if the Plan had not been adopted.

     

    (d)           For
purposes of this Plan, a transfer of a participant between the Company and its
Subsidiaries shall not be deemed a termination of employment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (e)           No
later than the date as of which an amount first becomes includable in the gross
income of the participant for federal income tax purposes with respect to any
award under the Plan, the participant shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, any
federal, state or local taxes or other items of any kind required by law to be
withheld with respect to that amount.  Subject to the following sentence,
unless otherwise determined by the Committee, withholding obligations may be
settled with Shares, including unrestricted Shares previously owned by the
participant or Shares that are part of the Award that gives rise to the
withholding requirement.  Notwithstanding the foregoing, any right by a
Section 16 Participant to elect to settle any tax withholding obligation with
Shares that are part of an Award must be set forth in the agreement evidencing
the Award or be approved by the Committee, in its sole discretion.  The
obligations of the Company under the Plan shall be conditional on those payments
or arrangements and the Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise payable to the participant.  Shares withheld by, or
otherwise remitted to, the Company to satisfy a participant’s tax withholding
obligations upon the lapse of restrictions on Restricted Shares or the exercise
of Options or Share Appreciation Rights granted under the Plan or upon any other
payment or issuance of shares under the Plan will not be available for the use
of new awards under the Plan.

     

    (f)           The
actual or deemed reinvestment of dividends in additional Restricted Shares (or
in Deferred Shares or other types of Awards) at the time of any dividend payment
shall be permissible only if sufficient Shares are available under Section 3 for
such reinvestment (taking into account then outstanding Stock Options, Share
Purchase Rights and other Plan Awards).

     

    (g)           The
Plan, all Awards made and actions taken thereunder and any agreements relating
thereto shall be governed by and construed in accordance with the laws of the
State of Ohio.

     

    (h)           All
agreements entered into with participants pursuant to the Plan shall be subject
to the Plan.

     

    (i)           The
provisions of Awards need not be the same with respect to each
participant.

     

    (j)           In
the event that an Award granted pursuant to the Plan shall
constitute  “non-qualified deferred compensation” within the meaning
of  Section 409A of the Code, the terms of the Plan as they apply to
such Award shall be interpreted to comply with Section 409A of the Code. 
To the extent that an Award which is subject to Section 409A shall be payable to
a participant who is a “specified employee” on account of his “separation from
service” as such terms are defined in Section 409A and the Treasury regulations
thereunder,  such payment shall not occur until the date which is six
(6) months and one (1) day  after the
participant’s  separation from service.

     

    SECTION
16.  Shareholder Approval; Effective Date of Plan.

     

    The
Company’s Amended and Restated Long-Term Incentive Plan, as amended, was adopted
by the Board of Directors on February 15, 2010, and is subject to the approval
by the holders of the Company’s outstanding Shares, in accordance with
applicable law and the listing standards of the New York Stock Exchange. 
This Amended and Restated Long-Term Incentive Plan, as amended, will become
effective on the date of such shareholder approval.  The amendment, among
other things, adds 1,500,000 Shares to the Plan in Section 3 bringing the total
Shares available for issuance pursuant to the Plan to
3,000,000.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SECTION
17.  Term of Plan.

     

    No Award
shall be granted pursuant to the Plan on or after April 24, 2016, but Awards
granted prior to such date may extend beyond that date.