Filed by Bowne Pure Compliance





Exhibit 10.6




KAYDON CORPORATION


1999 LONG TERM STOCK INCENTIVE PLAN

(Amended and Restated Effective October 23, 2008)




Section 1. Purposes. The purposes of the 1999 Long Term Stock Incentive Plan (the “Plan”) are to
encourage selected employees of, and Consultants to, Kaydon Corporation (the “Company”) and its
Subsidiaries to acquire a proprietary interest in the Company in order to create an increased
incentive to contribute to the Company’s future success and prosperity, and enhance the ability of
the Company and its Subsidiaries to attract and retain highly qualified individuals upon whom the
sustained progress, growth and profitability of the Company depend, thus enhancing the value of the
Company for the benefit of its stockholders.



Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth
below:



(a) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Award, Dividend Equivalent or Other Stock-Based Award granted under the
Plan.



(b) “Award Agreement” shall mean any written agreement, contract or other instrument or
document evidencing any Award granted under the Plan.



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



(d) “Change in Control” means the occurrence of any of the following events:




(i) 50% Stock. The acquisition, by a person or Persons Acting as a Group, of
stock of the Company that together with stock held by such person or group constitutes more
than 50% of the total fair market value or total voting power of the stock of Company;




(ii) 35% Stock. The acquisition, by a person or Persons Acting as a Group, of
ownership of stock of the Company that constitutes 35% or more of the total voting power of
Company’s stock in a single transaction or within a twelve month period ending with the
most recent acquisition;




(iii) Directors. The majority of members of the Board being replaced during
any twelve month period by directors whose appointment or election is not endorsed by a
majority of the members of the Board prior to the date of appointment or election;




(iv) Assets. The acquisition, by a person or Persons Acting as a Group, of the
Company’s assets that have a total gross fair market value equal to or exceeding forty
percent (40%) of the total gross fair market value of Company’s assets in a single
transaction or within a twelve month period ending with the
most recent acquisition. For the purpose of this section, gross fair market value
means the value of the assets of the corporation, or the value of the assets being disposed
of, determined without regard to any liabilities associated with such assets; or


 


 









 






(v) Merger. A reorganization, merger or consolidation of the Company, the
substantive effect of which is a Change in Control under any of subsections (i), (ii),
(iii) or (iv) above, unless with or into a Permitted Successor.




(e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



(f) “Committee” shall mean the Compensation Committee of the Company, each of the members of
which is a “non-employee director” within the meaning of Rule 16b-3.



(g) “Consultant” shall mean any individual performing bona fide services for the Company
(other than services in connection with the offer or sale of securities in a capital-raising
transaction) including former and prospective employees of the Company and any other individuals
designated as such by the Committee.



(h) “Continuing Directors” are the individuals constituting the Board as of the date this
Amended and Restated Plan was adopted by the Board and any subsequent directors whose election or
nomination for election by the Company’s stockholders was approved by a vote of two-thirds of the
individuals who are then Continuing Directors, but specifically excluding any individual whose
initial assumption of office occurs as a result of either an actual or threatened election contest
(as the term is used in Rule 14a-11 of Regulation 14A issued under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board.



(i) “Disability” means the Participant: (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not less than 12 months;
or (ii) is, by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the Company. To the extent required hereunder, the
determination of Disability shall be made by a medical board certified physician selected by the
Company and acceptable to the Participant (or the Participant’s legal representative, if one has
been appointed), provided such agreement as to acceptability shall not be unreasonably withheld.



(j) “Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.


 


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(k) “Employee Benefit Plan” means any plan or program established by the Company or a
Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.




(l) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



(m) “Excluded Holder” means any Person who at the time this Amended and Restated Plan was
adopted by the Board was the beneficial owner of 20% or more of the outstanding common stock of the
Company; or the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary
or any trust holding such common stock or other securities pursuant to the terms of an Employee
Benefit Plan.



(n) “Fair Market Value” means, as of any date, if there is then a public market for the
Shares, the closing price of the Shares as reported on the New York Stock Exchange (“NYSE”) or such
other national or regional securities exchange or market system constituting the primary market for
the Shares. If the relevant date does not fall on a day on which the Shares are trading on NYSE or
other national or regional securities exchange or market system, the date on which the Fair Market
Value shall be established shall be the last day on which the Shares were so traded prior to the
relevant date. If there is then no public market for the Shares, the Fair Market Value on any
relevant date shall be as determined by the Committee without regard to any restriction other than
a restriction which, by its terms, will never lapse.



(o) “Incentive Stock Option” shall mean an Option granted under Section 6(a) of the Plan that
is intended to meet the requirements of Section 422 of the Code, or any successor provision
thereto.



(p) “Non-Qualified Stock Option” shall mean an Option granted under Section 6(a) of the Plan
that is not intended to be an Incentive Stock Option.




(q) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.




(r) “Other Stock-Based Award” shall mean any right granted under Section 6(f) of the Plan.



(s) “Participant” shall mean an employee of, or Consultant to, the Company or any Subsidiary
designated to be granted an Award under the Plan.




(t) “Performance Award” shall mean any right granted under Section 6(d) of the Plan.



 


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(u) “Permitted Successor” means a corporation which, immediately following the consummation of
a transaction specified in the definition of “Change in Control” above, satisfies each of the
following criteria:



(i) Stock. Sixty percent or more of the outstanding common stock of the
corporation and the combined voting power of the outstanding securities of the corporation
entitled to vote generally in the election of directors (in each case determined
immediately following the consummation of the applicable transaction) is beneficially
owned, directly or indirectly, by all or substantially all of the Persons who were the
beneficial owners of Company’s outstanding common stock and outstanding securities entitled
to vote generally in the election of directors (respectively) immediately prior to the
applicable transaction;




(ii) Limitation. No Person other than an Excluded Holder beneficially owns,
directly or indirectly, 20% or more of the outstanding common stock of the corporation or
the combined voting power of the outstanding securities of the corporation entitled to vote
generally in the election of directors (for these purposes the term Excluded Holder shall
include the corporation, any subsidiary of the corporation and any Employee Benefit Plan of
the corporation or any such subsidiary or any trust holding common stock or other
securities of the corporation pursuant to the terms of any such Employee Benefit Plan); and




(iii) Board. At least a majority of the board of directors is comprised of
Continuing Directors.



(v) “Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Exchange
Act.



(w) “Persons Acting as a Group” means owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock (or assets), or similar business transaction with
the Company. If a person, including an entity, owns stock in both corporations that enter into a
merger, consolidation, purchase or acquisition of stock (or assets), or similar transaction, such
shareholder is considered to be acting as a group with other shareholders in a corporation prior to
the transaction giving rise to the change and not with respect to the ownership interest in the
other corporation. Persons will not be considered to be acting as a group solely because they
purchase or own stock of the same corporation at the same time or as a result of the same public
offering, or purchase assets of the same corporation at the same time.



(x) “Restricted Period” shall mean the period of time during which Awards of Restricted Stock
or Restricted Stock Units are subject to restrictions.




(y) “Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.



(z) “Restricted Stock Unit” shall mean any right granted under Section 6(c) of the Plan that
is denominated in Shares.



(aa) “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission
under the Exchange Act, or any successor rule or regulation.


 


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(bb) “Section 16” shall mean Section 16 of the Exchange Act, the rules and regulations
promulgated by the Securities and Exchange Commission thereunder, or any successor provision, rule
or regulation.



(cc) “Shares” shall mean the Company’s common stock, par value $.10 per share, and such other
securities or property as may become the subject of Awards, or become subject to Awards, pursuant
to an adjustment made under Section 4(e) of the Plan.



(dd) “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.



(ee) “Subsidiary” means any corporation or other entity of which 50% or more of the
outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled
by the Company or by one or more Subsidiaries of the Company.



Section 3. Administration. The Committee shall administer the Plan, and subject to the terms of the
Plan and applicable law, the Committee’s authority shall include without limitation the power to:



(a) designate Participants;



(b) determine the types of Awards to be granted;



(c) determine the number of Shares to be covered by Awards and any payments, rights or other
matters to be calculated in connection therewith;



(d) determine the terms and conditions of Awards and amend the terms and conditions of
outstanding Awards;



(e) determine how, whether, to what extent, and under what circumstances Awards may be settled
or exercised in cash, Shares, other securities, other Awards or other property, or canceled,
forfeited or suspended; provided, however, that the Committee shall not accept the tender of Shares
that have been held by the Participant for less than six months;



(f) determine subject to compliance with any restrictions under Code Section 409A (and as
specifically provided in any Award Agreement hereunder), how, whether, to what extent, and under
what circumstances cash, Shares, other securities, other Awards, other property and other amounts
payable with respect to an Award shall be deferred either automatically or at the election of the
holder thereof or of the Committee;



(g) determine the methods or procedures for establishing the fair market value of any property
(including, without limitation, any Shares or other securities) transferred, exchanged, given or
received with respect to the Plan or any Award;



(h) prescribe and amend the forms of Award Agreements and other instruments required under or
advisable with respect to the Plan;


 


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(i) designate Options granted to key employees of the Company or its Subsidiaries as Incentive
Stock Options;



(j) interpret and administer the Plan, Award Agreements, Awards and any contract, document,
instrument or agreement relating thereto;



(k) establish, amend, suspend or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the administration of the Plan;



(l) decide all questions and settle all controversies and disputes which may arise in
connection with the Plan, Award Agreements and Awards;



(m) make any other determination and take any other action that the Committee deems necessary
or desirable for the interpretation, application and administration of the Plan, Award Agreements
and Awards.



All designations, determinations, interpretations and other decisions under or with respect to the
Plan, Award Agreements or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon all persons, including the
Company, Subsidiaries, Participants, beneficiaries of Awards and stockholders of the Company.



Section 4. Shares Available for Awards





(a) Shares Available. Subject to adjustment as provided in Section 4(c):




(i) Initial Authorization. There shall be 2,000,000 Shares initially available for
issuance under the Plan.




(ii) Acquired Shares. In addition to the amount set forth above, up to 2,000,000
Shares acquired by the Company subsequent to the effectiveness of the Plan as full or
partial payment for the exercise price for an Option or any other stock option granted by
the Company, or acquired by the Company, in open market transactions or otherwise, in
connection with the Plan or any Award hereunder or any other employee stock option or
restricted stock issued by the Company may thereafter be included in the Shares available
for Awards. If any Shares covered by an Award or to which an Award relates are forfeited,
or if an Award expires, terminates or is canceled, then the Shares covered by such Award,
or to which such Award relates, or the number of Shares otherwise counted against the
aggregate number of Shares available under the Plan by reason of such Award, to the extent
of any such forfeiture, expiration, termination or cancellation, may thereafter be
available for further granting of Awards and included as acquired Shares for purposes of
the preceding sentence.




 


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(iii) Accounting for Awards. For purposes of this Section 4,




(A) if an Award (other than a Dividend Equivalent) is denominated in Shares,
the number of Shares covered by such Award, or
to which such Award relates, shall be counted on the date of grant of such
Award against the aggregate number of Shares available for granting Awards under
the Plan to the extent determinable on such date and insofar as the number of
Shares is not then determinable under procedures adopted by the Committee
consistent with the purposes of the Plan; and




(B) Dividend Equivalents and Awards not denominated in Shares shall be counted
against the aggregate number of Shares available for granting Awards under the Plan
in such amount and at such time as the Committee shall determine under procedures
adopted by the Committee consistent with the purposes of the Plan;



provided, however, that Awards that operate in tandem with (whether granted simultaneously with or
at a different time from), or that are substituted for, other Awards or restricted stock awards or
stock options granted under any other plan of the Company may be counted or not counted under
procedures adopted by the Committee in order to avoid double counting. Any Shares that are
delivered by the Company or its Subsidiaries, and any Awards that are granted by, or become
obligations of, the Company, through the assumption by the Company of, or in substitution for,
outstanding restricted stock awards or stock options previously granted by an acquired company
shall not, except in the case of Awards granted to Participants who are directors or officers of
the Company for purposes of Section 16, be counted against the Shares available for granting Awards
under the Plan.




(iv) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an
Award may consist, in whole or in part, of authorized but unissued Shares or of Shares
reacquired by the Company, including but not limited to Shares purchased on the open
market.



(b) Individual Stock-Based Awards. Subject to adjustment as provided in Section 4(c),
no Participant may receive stock-based Awards under the Plan during any three consecutive calendar
years that relate to more than 500,000 Shares. No provision of this Paragraph 4(b) shall be
construed as limiting the amount of any cash-based Award which may be granted to any Participant.



(c) Adjustments. Subject to compliance with any restrictions under Code Section 409A,
upon the occurrence of any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), change in the capital or shares of capital stock,
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other securities of the Company
or extraordinary transaction or event which affects the Shares, then the Committee shall have the
authority to make such adjustment, if any, in such manner as it deems appropriate, in (i) the
number and type of Shares (or other securities or property) which thereafter may be made the
subject of Awards, (ii) outstanding Awards including without limitation the number and type of
Shares (or other securities or property) subject thereto, and (iii) the grant, purchase or exercise
price with
respect to outstanding Awards and, if deemed appropriate, make provision for cash payments to
the holders of outstanding Awards; provided, however, that the number of Shares subject to any
Award denominated in Shares shall always be a whole number.


 


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Section 5. Eligibility. Any employee of, or Consultant to, the Company or any Subsidiary, including
any officer of the Company (who may also be a director, but excluding a member of the Committee,
any person who serves only as a director of the Company and any Consultant to the Company or a
Subsidiary who is also a director of the Company and who is not rendering services pursuant to a
written agreement with the entity in question), as may be selected from time to time by the
Committee or by the directors to whom authority may be delegated pursuant to Section 3 hereof in
its or their discretion, is eligible to be designated a Participant.



Section 6. Awards




(a) Options. The Committee is authorized to grant Options to Participants to purchase
Shares of the Company. Notwithstanding the foregoing, the Committee may only grant Incentive Stock
Options to Participants who are employees of the Company or an Affiliate that is a “parent
corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code, and a
Participant shall not be eligible to receive Options or SARs if they are classified as an employee
solely by an entity that is a “parent corporation” (within the meaning of Code Section 424) of the
Company.




(i) Committee Determinations. Subject to the terms of the Plan, the Committee shall
determine:




(A) the purchase price per Share under each Option; provided, that no Option
will be granted with an exercise price that is below the Fair Market Value of the
Shares on the date such Option is granted;




(B) the term of each Option; and




(C) the time or times at which an Option may be exercised, in whole or in
part, the method or methods by which and the form or forms (including, without
limitation, cash, Shares or other property, or any combination thereof, having a
fair market value on the exercise date equal to the relevant exercise price) in
which payment of the exercise price with respect thereto may be made or deemed to
have been made. The terms of any Incentive Stock Option granted under the Plan
shall comply in all respects with the provisions of Section 422 of the Code, or any
successor provision thereto, and any regulations promulgated thereunder.



Subject to the terms of the Plan, the Committee may impose such conditions or restrictions on any
Option as it deems appropriate, and as shall be set forth in the Award Agreement therefor.


 


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(ii) Other Terms. Unless otherwise determined by the Committee:




(A) A Participant electing to exercise an Option shall give written notice to
the Company, as may be specified by the Committee, of exercise of the Option and
the number of Shares elected for exercise, such notice to be accompanied by such
instruments or documents as may be required by the Committee, and shall tender the
purchase price of the Shares elected for exercise.




(B) At the time of exercise of an Option payment in full in cash shall be made
for all Shares then being purchased. At the discretion of the Committee, as set
forth in a Participant’s Award Agreement, any Option granted under the Plan may be
deemed exercised by delivery to the Company of a properly executed exercise notice,
acceptable to the Committee, together with irrevocable instructions to the
Participant’s broker to deliver to the Company sufficient cash to pay the exercise
price and any applicable income and employment withholding taxes, in accordance
with a written agreement between the Company and the brokerage firm.




(C) The Company shall not be obligated to issue any Shares unless and until:




(1) if the class of Shares at the time is listed upon any stock
exchange, the Shares to be issued have been listed, or authorized to be
added to the list upon official notice of issuance, upon such exchange,
and




(2) in the opinion of the Company’s counsel there has been compliance
with applicable law in connection with the issuance and delivery of Shares
and such issuance shall have been approved by the Company’s counsel.



Without limiting the generality of the foregoing, the Company may require from the Participant such
investment representation or such agreement, if any, as the Company’s counsel may consider
necessary in order to comply with the Securities Act of 1933 as then in effect, and may require
that the Participant agree that any sale of the Shares will be made only in such manner as shall be
in accordance with law and that the Participant will notify the Company of any intent to make any
disposition of the Shares whether by sale, gift or otherwise. The Participant shall take any action
reasonably requested by the Company in such connection. A Participant shall have the rights of a
stockholder only as and when Shares have been actually issued to the Participant pursuant to the
Plan.


 


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(D) If the employment of, or consulting arrangement with, a Participant
terminates for any reason (including termination by reason of the fact that an
entity is no longer a Subsidiary) other than the Participant’s death, the
Participant may thereafter exercise the Option as provided below, except that the
Committee may terminate the unexercised portion of the Option concurrently with or
at any time following
termination of the employment or consulting arrangement (including termination
of employment upon a change of status from employee to Consultant) if it shall
determine that reason to terminate the Participant for cause exists at the time of
termination or existed at such time. For purposes of the foregoing, “cause” shall
be defined as set forth in any employment or other agreement between the
Participant and the Company, or if no such agreement exists, cause shall exist if,
in connection with the Participant’s duties as an employee of the Company, or any
of its subsidiaries or affiliates, Participant committed a fraud or any felony,
engaged in deliberate, willful or gross misconduct, or committed any other act
which causes or may reasonably be expected to cause substantial injury to the
Company, a subsidiary, or any of its affiliates. If such termination is voluntary
on the part of the Participant, the option may be exercised only within ten days
after the date of termination. If such termination is involuntary on the part of
the Participant, if an employee retires, or if the employment or consulting
relationship is terminated by reason of Disability, the Option may be exercised
within three months after the date of termination or retirement; provided, however,
that at the Committee’s discretion, Options held by a retiree of the Company may
continue to vest in accordance with the Option vesting schedule in effect prior to
such Participant’s retirement (however any Incentive Stock Option would
automatically convert to a Non-Qualified Option after the three-month period after
retirement). For purposes of this Paragraph (D), a Participant’s employment or
consulting arrangement shall not be considered terminated (i) in the case of
approved sick leave or other bona fide leave of absence (not to exceed one year),
(ii) in the case of a transfer of employment or the consulting arrangement among
the Company and Subsidiaries, or (iii) by virtue of a change of status from
employee to Consultant or from Consultant to employee, except as provided above.




(E) If a Participant dies at a time when entitled to exercise an Option, then
at any time or times within one year after death such Option may be exercised, as
to all or any of the Shares which the Participant was entitled to purchase
immediately prior to death. The Company may decline to deliver Shares to a
designated beneficiary until it receives indemnity against claims of third parties
satisfactory to the Company. Except as so exercised such Option shall expire at the
end of such period.




(F) An Option may be exercised only if and to the extent such Option was
exercisable at the date of termination of employment or the consulting arrangement,
and an Option may not be exercised at a time when the Option would not have been
exercisable had the employment or consulting arrangement continued.


 


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(iii) Restoration Options. Subject to compliance with any restrictions under Code
Section 409A, the Committee may grant a Participant the right to receive a restoration
Option with respect to an Option or any other option granted
by the Company. Unless the Committee shall otherwise determine, a restoration Option
shall provide that the underlying option must be exercised while the Participant is an
employee of or Consultant to the Company or a Subsidiary and the number of Shares which are
subject to a restoration Option shall not exceed the number of whole Shares exchanged in
payment of the original option.



(b) Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation
Rights to Participants. Subject to the terms of the Plan, a Stock Appreciation Right granted under
the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess
of (i) the Fair Market Value of one Share on the date of exercise or, if the Committee shall so
determine in the case of any such right other than one related to any Incentive Stock Option, at
any time during a specified period before or after the date of exercise, over (ii) the grant price
of the right as specified by the Committee; provided, that no such Stock Appreciation Right will be
granted with an exercise price that is below the Fair Market Value of the Shares on the date such
right is granted. Subject to the terms of the Plan, the Committee shall determine the grant price,
term, methods of exercise and settlement and any other terms and conditions of any Stock
Appreciation Right and may impose such conditions or restrictions on the exercise of any Stock
Appreciation Right as it may deem appropriate, and as shall be set forth in the Award Agreement
therefor.



(c) Restricted Stock and Restricted Stock Units.




(i) Issuance. The Committee is authorized to grant to Participants Awards of
Restricted Stock, which shall consist of Shares, and Restricted Stock Units which shall
give the Participant the right to receive cash, other securities or other property, in each
case subject to the termination of the Restricted Period determined by the Committee.




(ii) Restrictions. The Restricted Period may differ among Participants and may have
different expiration dates with respect to portions of Shares covered by the same Award.
Subject to the terms of the Plan, Awards of Restricted Stock and Restricted Stock Units
shall have such restrictions as the Committee may impose (including, without limitation,
limitations on the right to vote Restricted Stock or the right to receive any dividend or
other right or property), which restrictions may lapse separately or in combination at such
time or times, in installments or otherwise. Unless the Committee shall otherwise
determine, any Shares or other securities distributed with respect to Restricted Stock or
which a Participant is otherwise entitled to receive by reason of such Shares shall be
subject to the restrictions contained in the applicable Award Agreement. Subject to the
aforementioned restrictions and the provisions of the Plan, Participants shall have all of
the rights of a stockholder with respect to Shares of Restricted Stock. In addition, any
Award Agreement with respect to an Award of Restricted Stock Units shall set forth the
specific time that payment of such Award will be made upon the lapsing of any restrictions
and the form of payment thereunder, in compliance with any applicable restrictions under
Code Section 409A; including
the requirement that any payment upon a “specified employee’s” termination of
employment be delayed for six months.


 


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(iii) Registration. Restricted Stock granted under the Plan may be evidenced in such
manner as the Committee may deem appropriate, including, without limitation, book-entry
registration or issuance of stock certificates.




(iv) Forfeiture. Except as otherwise determined by the Committee:




(A) If the employment of, or consulting arrangement with, a Participant
terminates for any reason (including termination by reason of the fact that any
entity is no longer a Subsidiary), other than the Participant’s death or Disability
or, in the case of an employee, retirement, all Shares of Restricted Stock
theretofore awarded to the Participant which are still subject to restrictions
shall upon such termination of employment or the consulting relationship be
forfeited and transferred back to the Company. Notwithstanding the foregoing or
Paragraph (C) below, if a Participant continues to hold an Award of Restricted
Stock following termination of the employment or consulting arrangement (including
retirement and termination of employment upon a change of status from employee to
Consultant), the Shares of Restricted Stock which remain subject to restrictions
shall nonetheless be forfeited and transferred back to the Company if the Committee
upon termination or at any time thereafter determines that reason to terminate the
Participant for cause exists or existed at the time of termination of the
employment or the consulting relationship. For purposes of the foregoing, “cause”
shall be defined as set forth in any employment or other agreement between the
Participant and the Company, or if no such agreement exists, cause shall exist if,
in connection with the Participant’s duties as an employee or consultant of the
Company, or any of its subsidiaries or affiliates, Participant committed a fraud or
any felony, engaged in deliberate, willful or gross misconduct, or committed any
other act which causes or may reasonably be expected to cause substantial injury to
the Company, a subsidiary, or any of its affiliates. For purposes of this
Paragraph (A), a Participant’s employment or consulting arrangement shall not be
considered terminated (i) in the case of approved sick leave or other bona fide
leave of absence (not to exceed one year), (ii) in the case of a transfer of
employment or the consulting arrangement among the Company and Subsidiaries, or
(iii) by virtue of a change of status from employee to Consultant or from
Consultant to employee, except as provided above.




(B) If a Participant ceases to be employed or retained by the Company or a
Subsidiary by reason of death or Disability or if following retirement a
Participant continues to have rights under an Award of Restricted Stock and
thereafter dies, the restrictions contained in the Award shall lapse with respect
to such Restricted Stock.


 


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(C) If an employee ceases to be employed by the Company or a Subsidiary by
reason of retirement, the restrictions contained in the Award of Restricted Stock
shall continue to lapse in the same manner as though employment had not terminated.




(D) At the expiration of the Restricted Period as to Shares covered by an
Award of Restricted Stock, the Company shall deliver the Shares as to which the
Restricted Period has expired, as follows:




(1) if an assignment to a trust has been made in accordance with
Section 6(g)(iv)(B)(l ), to such trust; or




(2) if the Restricted Period has expired by reason of death and a
beneficiary has been designated in a form approved by the Company, to the
beneficiary so designated; or




(3) in all other cases, to the Participant or the legal
representative of the Participant’s estate.



(d) Performance Awards. The Committee is authorized to grant Performance Awards to
Participants. Subject to the terms of the Plan, a Performance Award granted under the Plan (i) may
be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other
securities, or other property, and (ii) shall confer on the holder thereof rights valued as
determined by the Committee and payable to, or exercisable by, the holder of the Performance Award,
in whole or in part, upon the achievement of such performance goals during such performance periods
as the Committee shall establish. Subject to the terms of the Plan, and as shall be set forth in
the Award Agreement therefor, the performance goals to be achieved during any performance period,
the length of any performance period, the amount of any Performance Award granted, the amount of
any payment or transfer to be made pursuant to any Performance Award and other terms and conditions
shall be determined by the Committee. In addition, any Award Agreement with respect to a
Performance Award shall set forth the specific time that payment of such Award will be made upon
the satisfaction of any performance goals and/or period and the form of payment thereunder, in
compliance with any applicable restrictions under Code Section 409A; including the requirement that
any payment upon a “specified employee’s” termination of employment be delayed for six months.



(e) Dividend Equivalents. The Committee is authorized to grant to Participants Awards
under which the holders thereof shall be entitled to receive payments equivalent to dividends or
interest with respect to a number of Shares determined by the Committee, and the Committee may
provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or
otherwise reinvested. Subject to the terms of the Plan, and as shall be set forth in the Award
Agreement therefor, such Awards may have such terms and conditions as the Committee shall
determine. In addition, any Award Agreement with respect to a Dividend Equivalent Award shall set
forth the specific time that payment of such Award will be made and the form of payment thereunder,
in
compliance with any applicable restrictions under Code Section 409A; including the requirement
that any payment upon a “specified employee’s” termination of employment be delayed for six months.


 


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(f) Other Stock-Based Awards. The Committee is authorized to grant to Participants
such other Awards that are denominated or payable in, valued in whole or in part by reference to or
otherwise based on or related to Shares (including, without limitation, securities convertible into
Shares), as are deemed by the Committee to be consistent with the purposes of the Plan, provided,
however, that such grants to persons who are subject to Section 16 must comply with the provisions
of Rule 16b-3. Subject to the terms of the Plan, and as shall be set forth in the Award Agreement
therefor, the Committee shall determine the terms and conditions of such Awards. Shares or other
securities delivered pursuant to a purchase right granted under this Section 6(f) shall be
purchased for such consideration, which may be paid by such method or methods and in such form or
forms, including, without limitation, cash, Shares, other securities or other property or any
combination thereof, as the Committee shall determine. In addition, any Award Agreement with
respect to any other stock-based Award shall set forth the specific time that payment of such Award
will be made and the form of payment thereunder, in compliance with any applicable restrictions
under Code Section 409A; including the requirement that any payment upon a “specified employee’s”
termination of employment be delayed for six months.




(g) General.




(i) No Cash Consideration for Awards. Except for Options and Stock Appreciation Rights
Awards, Awards may be granted hereunder for no cash consideration or for such minimal cash
consideration as may be required by applicable law.




(ii) Awards May Be Granted Separately or Together. Awards may, in the discretion of
the Committee, and as shall be set forth in the Award Agreement therefor, be granted either
alone or in addition to, in tandem with or in substitution (subject to compliance with any
restrictions under Code Section 409A) for any other Award or any award granted under any
other plan of the Company or any Subsidiary. Awards granted in addition to or in tandem
with other Awards or in addition to or in tandem with awards granted under another plan of
the Company or any Subsidiary, may be granted either at the same time as or at a different
time from the grant of such other Awards or awards.




(iii) Forms of Payment Under Awards. Subject to the terms of the Plan and as shall be
set forth in any applicable Award Agreement, payments or transfers to be made by the
Company or a Subsidiary upon the grant, exercise, or payment of an Award may be made in
such form or forms as the Committee shall determine, including, without limitation, cash,
Shares, other securities or other property, or any combination thereof, and may be made in
a single payment or transfer, in installments, or on a deferred basis, in each case in
accordance with rules and procedures established by the Committee. Such rules and
procedures
may include, without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments. In addition, any Award
Agreement hereunder, other than for an Award of Options, Stock Appreciation Rights or
Restricted Stock, shall set forth the specific time that payment of such Award will be made
and the form of payment thereunder, in compliance with any applicable restrictions under
Code Section 409A; including the requirement that any payment upon a “specified employee’s”
termination of employment be delayed for six months.


 


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(iv) Limits on Transfer of Awards.




(A) Except as the Committee may otherwise determine, no Award or right under
any Award may be sold, encumbered, pledged, alienated, attached, assigned or
transferred in any manner and any attempt to do any of the foregoing shall be void
and unenforceable against the Company.




(B) Notwithstanding the provisions of Paragraph (A) above:




(1) Except as set forth in Paragraph (2) below, a Participant may
assign or transfer a Non-Qualified Stock Option or rights under an Award
of Restricted Stock:




	 	•	 	to a beneficiary designated by the Participant in writing
on a form approved by the Committee;






	 	•	 	by will or the applicable laws of descent and distribution
to the personal representative, executor or administrator of
the Participant’s estate; or






	 	•	 	to a revocable grantor trust established by the
Participant for the sole benefit of the Participant during
the Participant’s life, and under the terms of which the
Participant is and remains the sole trustee until death or
Disability. Such assignment shall be effected by a written
instrument in form and content satisfactory to the Committee,
and the Participant shall deliver to the Committee a true
copy of the agreement or other document evidencing such
trust. If in the judgment of the Committee the trust to which
a Participant may attempt to assign rights under such an
Award does not meet the criteria of a trust to which an
assignment is permitted by the terms hereof, or if after
assignment, because of amendment, by force of law or any
other reason such trust no longer meets such criteria, such attempted assignment shall be void and may be disregarded
by the Committee and the Company and all rights to any
such Awards shall revert to and remain solely in the
Participant. Notwithstanding a qualified assignment, the
Participant, and not the trust to which rights under such
an Award may be assigned, for the purpose of determining
compensation arising by reason of the Award, shall
continue to be considered an employee or Consultant, as
the case may be, of the Company or a Subsidiary, but such
trust and the Participant shall be bound by all of the
terms and conditions of the Award Agreement and this Plan.
Shares issued in the name of and delivered to such trust
shall be conclusively considered issuance and delivery to
the Participant.







 


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(2) The Committee shall not permit directors or officers of the
Company for purposes of Section 16 to transfer or assign Awards except as
permitted under Rule 16b-3.




(C) The Committee, the Company and its officers, agents and employees may rely
upon any beneficiary designation, assignment or other instrument of transfer,
copies of trust agreements and any other documents delivered to them by or on
behalf of the Participant which they believe genuine and any action taken by them
in reliance thereon shall be conclusive and binding upon the Participant, the
personal representatives of the Participant’s estate and all persons asserting a
claim based on an Award. The delivery by a Participant of a beneficiary
designation, or an assignment of rights under an Award as permitted hereunder,
shall constitute the Participant’s irrevocable undertaking to hold the Committee,
the Company and its officers, agents and employees harmless against claims,
including any cost or expense incurred in defending against claims, of any person
(including the Participant) which may be asserted or alleged to be based on an
Award, subject to a beneficiary designation or an assignment. In addition, the
Company may decline to deliver Shares to a beneficiary until it receives indemnity
against claims of third parties satisfactory to the Company.




(v) Share Certificates. All certificates for Shares or other securities delivered
under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the Plan
or the rules, regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Shares or other securities 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 such certificates to make appropriate reference to such
restrictions.





(vi) Change in Control. Notwithstanding any of the provisions of this Plan or
instruments evidencing Awards granted hereunder, upon a Change in Control (as defined
above) the vesting of all rights of Participants under outstanding Awards shall be
accelerated and all restrictions thereon shall terminate in order that Participants may
fully realize the benefits thereunder, in the manner otherwise provided for as to the time
and form of payment in the Participant’s Award Agreement. Such acceleration shall include,
without limitation, the immediate exercisability in full of all Options and Stock
Appreciation Rights and the termination of restrictions on Restricted Stock and Restricted
Stock Units. Further, in addition to the Committee’s authority set forth in Section 4(c)
and subject to compliance with any restrictions under Code Section 409A, the Committee (as
constituted before such Change in Control) is authorized and has sole discretion, as to any
Award of Options, Stock Appreciation Rights or Restricted Stock, to take any one or more of
the following actions: (i) provide for the purchase of any such Award for an amount of cash
equal to the net value of such Award to the holder thereof (taking into account any
exercise price with respect to such Award and the Fair Market Value of the Shares as of
that time) that could have been attained upon the exercise of such Award or realization of
the Participant’s rights had such Award been currently exercisable or payable; (ii) make
such adjustment to any such Award then outstanding as the Committee deems appropriate to
reflect such Change in Control; and (iii) cause any such Award then outstanding to be
assumed, or new rights substituted therefor, by the acquiring or surviving corporation
after such Change in Control.





 


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(vii) Cash Settlement. Notwithstanding any provision of this Plan or of any Award
Agreement to the contrary, any Award of Options, Stock Appreciation Rights or Restricted
Stock outstanding hereunder may at any time be canceled in the Committee’s sole discretion
upon payment of the net value of such Award to the holder thereof in cash (taking into
account any exercise price with respect to such Award and the Fair Market Value of the
Shares as of that time).



Section 7. Amendment and Termination. Except to the extent prohibited by applicable law and unless
otherwise expressly provided in an Award Agreement or in the Plan:



(a) Amendments to the Plan. The Board may amend the Plan and the Board or the
Committee may amend any outstanding Award; provided, however, that without the consent of affected
Participants, no amendment of the Plan or of any Award may impair the rights of Participants under
outstanding Awards.



(b) Waivers. The Committee may waive any conditions or rights under any Award
theretofore granted, prospectively or retroactively, without the consent of any Participant.


(c) Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
Events. Subject to compliance with any restrictions under Code Section 409A, the Committee
shall be authorized to make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or nonrecurring events
(including, without limitation, the events described in Section 4(c) hereof) affecting the Company,
any Subsidiary, or the financial statements of the Company or any Subsidiary, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits to be made available under the Plan.




(d) Correction of Defects, Omissions, and Inconsistencies. Subject to compliance with
any restrictions under Code Section 409A, the Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to effectuate the Plan.



 


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Section 8. General Provisions




(a) No Rights to Awards. No Participant or other person shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of treatment of
Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards of the same type and the determination of the Committee to grant a waiver or modification of
any Award and the terms and conditions thereof need not be the same with respect to each
Participant.



(b) Withholding. The Company or any Subsidiary shall be authorized to withhold from
any Award granted or any payment due or transfer made under any Award or under the Plan the amount
(in cash, Shares, other securities, other Awards or other property) of withholding taxes due in
respect of an Award, its exercise or any payment or transfer under such Award or under the Plan and
to take such other action as may be necessary in the opinion of the Company or Subsidiary to
satisfy all obligations for the payment of such taxes. In no event shall the Company or any
Subsidiary withhold from an Award under the Plan more Shares than are required to meet the
established minimum tax withholding requirements of federal, state and local obligations.



(c) Income Taxes and Deferred Compensation. Participants are solely responsible and
liable for the satisfaction of any federal, state, province, or local taxes that may arise in
connection with the grant of Awards (including, for Participants subject to taxation in the United
States, any taxes arising under Section 409A of the Code, except to the extent otherwise
specifically provided in a written agreement with the Company). Neither the Company nor any of its
employees, officers, directors, or service providers shall have any obligation whatsoever to pay
such taxes, to prevent any Participant from incurring such taxes, or to mitigate or protect any
Participant from any such tax liabilities. Notwithstanding anything in this Plan to the contrary,
if any amounts that become due under this Plan as a result of a Participant’s cessation of
employment with the Company constitute “nonqualified deferred compensation” within the meaning of
Section 409A, payment of such amounts shall not commence until the Participant incurs a “separation
from service” within the meaning of Treasury Regulation § 1.409A-1(h) (“Separation from Service”).
If, at the time of a Participant’s Separation from Service, the Participant is a “specified
employee” (under Internal Revenue Code Section 409A), any amount that constitutes “nonqualified
deferred compensation” within the meaning of Code Section
409A that becomes payable to a Participant on account of the Participant’s Separation from
Service (including any amounts payable pursuant to the preceding sentence) will not be paid until
after the end of the sixth calendar month beginning after the Participant’s Separation from Service
(the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension
Period, the Participant shall be paid a lump sum payment in cash equal to any payments delayed
because of the preceding sentence, without interest. Thereafter, the Participant shall receive any
remaining benefits as if there had not been an earlier delay.


(d) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall
prevent the Company or any Subsidiary from adopting or continuing in effect other or additional
compensation arrangements, including the grant of options and other stock-based awards, and such
arrangements may be either generally applicable or applicable only in specific cases.



 


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(e) No Right to Employment. The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company or any Subsidiary. Further, the
Company or a Subsidiary may at any time dismiss a Participant from employment, free from any
liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement or other written agreement with the Participant.



(f) Governing Law. The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws of the State of
Delaware and applicable Federal law.



(g) Severability. If any provision of the Plan or any Award is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed
or deemed amended without, in the determination of the Committee, materially altering the intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award,
and the remainder of the Plan and any such Award shall remain in full force and effect.



(h) No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between the
Company or any Subsidiary and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of the Company or any
Subsidiary.



(i) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant
to the Plan or any Award, and subject to compliance with any restrictions under Code Section 409A,
the Committee shall determine whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Shares, or whether
such fractional Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.



(j) Headings. Headings are given to the Sections and subsections of the Plan solely as
a convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof



Section 9. Effective Date of the Plan. The Plan was originally effective as of April 30, 1999, the
date of its approval by the Company’s stockholders. The Plan is hereby amended and restated
effective October 23, 2008, by Board action, in compliance with the provisions of Section 7(a)
hereof.




 


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